ENGIE

Registration Form • Mar 24, 2015

2014 REGISTRATION DOCUMENT INCLUDING ANNUAL FINANCIAL REPORT

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• 1.5 48 Innovation, research and technologies policy

• 2.2 54 Risks related to the external environment
• 2.3 58 Operating risks

SOCIAL AND ENVIRONMENTAL INFORMATION, CORPORATE SOCIAL COMMITMENTS 3 ADDITIONAL INFORMATION 377 7

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• 3.5 Report of one of the statutory Auditors, appointed as independent third-party, on the consolidated environmental, social and societal information published in the management report 94 3.6 Statutory Auditors' reasonable assurance report on A

• selected social, environmental and governance information 97

• 4.1 Report by the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures 100

• 4.2 Statutory Auditors' report, prepared in accordance with article L. 225-235 of the French commercial code (Code de commerce), on the report prepared by the Chairman of the Board of Directors of GDF SUEZ 124
• 4.3 125 General Management
• 4.4 Statutory Auditors' special report on regulated agreements and commitments, transactions with related parties, service contracts 127
• 4.5 Compensation and benefits of members of corporate governance and management bodies 132

PRESENTATION OF THE GROUP ³ INFORMATION ON THE SHARE 11.1 4 Profile, organization and strategy of the Group 5CAPITAL AND SHAREHOLDING ¹⁵⁷ 1.2 9 Key figures 5.1 Information on the share capital and non-equity 1.3 13 Description of business lines instruments 158 1.4 45 Real estate, plant and equipment 5.2 172 Shareholding

MANAGEMENT REPORT 175 RISK FACTORS 51 ^{6 2} 6.1 176 Management report 2.1 53 Risk management process 6.2 195 Financial statements 6.3 Statutory Auditors' report on the consolidated financial statements 327 6.4 329 Parent company financial statements 2.4 61 Industrial risks 6.5 Statutory Auditors' report on the parent company financial statements ³⁷⁶ 2.5 63 Financial risks

SOCIAL COMMITMENTS	67	7.1 Specific statutory provisions and bylaws	378
3.1 Ethics and compliance	68	7.2 Legal and arbitration proceedings – Competition and industry concentration
3.2 Social Information	69	7.3 Documents accessible to the public	383 384
3.3 Environmental information	83	7.4 Person responsible for the Registration Document	385
3.4 Societal information	92	7.5 Statutory Auditors	386

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389

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CORPORATE GOVERNANCE ⁹⁹ 4 APPENDIX B – COMPARISON TABLES ³⁹⁵

Glossary 391

Comparison table with regulation (EC) 809/2004 396 Corporate, environmental and social information 399 Information relating to the management report 402 Information relating to the annual financial report 404

1	C	C
1	D	1

REGISTRATION DOCUMENT 2014

INCLUDING ANNUAL FINANCIAL REPORT

This Registration Document was filed with the Autorité des Marchés Financiers on March 23, 2015, in accordance with the provisions of Article 212-13 of the General Regulations of the AMF.

It may be used in support of a financial transaction if supplemented by an information memorandum approved by the Autorité des Marchés Financiers.

This document has been prepared by the issuer, and its signatories are responsible for its content.

Annual Financial Report and Management Report

This Registration document includes (i) all the items of the Annual Financial Report mentioned in section I of Article L. 451-1-2 of the Monetary and Financial Code, and in Article 222-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the French Financial Markets Authority, (in Appendix B of this Registration document is a comparison table between the documents mentioned in these texts and the corresponding headings in this Registration Document), (ii) all the mandatory information included in the Management Report of the Board of Directors to the Annual Shareholders' Meeting of April 28, 2015 as provided for in Articles L. 225-100 and L. 225-100-2 of the French Commercial Code (the items corresponding to this mandatory information are referenced in the comparison table in Appendix B of this Registration Document).

Incorporation by reference

In accordance with Article 28 of European Regulation No. 809/2004 of April 29, 2004, this Registration Document incorporates by reference the following information, to which the reader should refer:

• in relation to the GDF SUEZ fiscal year ended on December 31, 2013: the management report, consolidated financial statements prepared according to IFRS and the related Auditors' reports appearing on pages 174 to 193 and 195 to 317 of the Registration Document filed with the AMF on March 20, 2014 under number D.14-0176;
• in relation to the GDF SUEZ fiscal year ended on December 31, 2012: the management report, consolidated financial statements prepared according to IFRS and the related Auditors' reports appearing on pages 186 to 205 and 207 to 330 of the Registration Document filed with the AMF on March 22, 2013 under number D.13-0206.

This information should be read in conjunction with the comparative information as of December 31, 2014.

The information included in these Registration Documents, along with the information mentioned above, is replaced or updated, as necessary, by the information included in this Registration Document. These Registration Documents are available under the conditions described in Section 7.3 "Documents available to the public" in this Registration Document.

Forward-looking information and market data

This Registration Document contains forward-looking information including in Section 1.1.4 "Strategic priorities", Section 1.1.6 "Competitive positioning", Section 1.1.5 "Improving performance", Section 1.3 "Description of business lines" and Section 6.1.1.8 "Outlook". This information is not historical data and therefore should not be construed as a guarantee that the events and data mentioned will occur or that the objectives will be achieved, since these are by nature subject to unpredictable events and external factors, such as those described in Section 2 "Risk factors".

Unless otherwise stated, the market data appearing in this Registration Document comes from internal estimates by GDF SUEZ based on publicly available data.

Note

In this Registration Document, the terms "GDF SUEZ", the "Company", the "Issuer", and the "Enterprise", refer to GDF SUEZ SA. The term "Group" refers to GDF SUEZ and its subsidiaries.

A list of units of measurement, short forms and acronyms and a glossary of the frequently-used technical terms are featured in Appendix A of this Registration Document.

Copies of this Registration Document are available at no cost from GDF SUEZ, 1 Place Samuel de Champlain, 92400 Courbevoie (France), on the Company website (gdfsuez.com), as well as on the website of the Autorité des Marchés Financiers (http://www.amf-france.org).

PRESENTATION OF THE GROUP

	AND STRATEGY OF THE GROUP	4
1.1.5	Improving performance	8
1.1.6	Competitive positioning	8
1.2	KEY FIGURES	9

1.1	PROFILE, ORGANIZATION	PAGE	1.3	DESCRIPTION OF BUSINESS LINES	PAGE 13
	AND STRATEGY OF THE GROUP	4	1.3.1	Energy Europe business line	13
1.1.1	General presentation	4	1.3.2	Energy International business line	22
1.1.2	History and evolution of the Company	4	1.3.3	Global Gas & LNG business line	30
1.1.3	Organization	5	1.3.4	Infrastructures business line	37
1.1.4	Strategic priorities	6	1.3.5	Energy Services business line	42
1.1.5	Improving performance	8
1.1.6	Competitive positioning	8	1.4	REAL ESTATE, PLANT AND EQUIPMENT	45
1.2	KEY FIGURES	9
1.2.1	Group Financial Data	9	1.5	INNOVATION, RESEARCH AND TECHNOLOGIES POLICY	48
1.2.2	Operational Indicators	10	1.5.1	Innovation	48
1.2.3	Extra-financial indicators	12	1.5.2	Research and Technologies	48

1

1.1 PROFILE, ORGANIZATION AND STRATEGY OF THE GROUP

1.1.1 General presentation

GDF SUEZ is one of the world's leading industrial companies and a with greater prospects for growth, a position that was further benchmark in the fields of gas, electricity and energy services. strengthened in 2011 and 2012 with the integration of

• purchasing, production and marketing of natural gas and world;
• development of major gas infrastructures; revenues (infrastructures, services, PPA-type contracts(1), etc.);
• GDF SUEZ operates a well-balanced business model: zero-carbon energy sources.
• stock indices (see Section 5.1.1.1 "Share capital and voting rights"). the value chain;
• economic cycles, with a strong presence in emerging markets cohesion.

International Power. While the Group still intends to maintain its It is active throughout the entire energy value chain, in electricity and position as a key player in Europe and a leader of the energy natural gas, upstream to downstream in: transition, it is now a benchmark energy provider in the emerging

• electricity; through its presence allocated between activities that are transmission, storage, distribution, management and exposed to market uncertainties and others that offer recurring
• energy services. through a balanced energy mix with priority given to low- and

Listed in Paris and Brussels, GDF SUEZ is represented in the major through its presence in complementary business activities across

through its presence in regions exposed to different business and The Group's fundamental values are drive, commitment, daring and

1.1.2 History and evolution of the Company

GDF SUEZ is the result of the merger-absorption of SUEZ by Gaz an international industrial and services group whose objective was de France, following the decision of the Combined General to meet essential requirements in electricity, gas, energy and Shareholders' Meetings of Gaz de France and SUEZ of July 16, industry services, water and waste management.

Initially incorporated in 1946 as an EPIC (French public industrial promoted the international development of both Gaz de France and and commercial enterprise), it became a limited liability company SUEZ, which progressively expanded their activities beyond their with a 99-year term under Law 2004-803 of August 9, 2004 on the respective traditional markets, both in Europe and internationally. electricity and gas public service and electricity and gas companies The approval of the merger by the European Commission given on (amending Law 46-628 of April 8, 1946) whose provisions were November 14, 2006 was conditional on the implementation of aimed at organizing the change in the Company's legal status. remedial action in certain areas. The principal remedies required for Unless the Company is dissolved earlier or its term is extended, it EC approval were duly carried out.

Law 2004-803 of August 9, 2004, as amended by Law 2006-1537 The shareholders' agreement for SUEZ Environnement Company of December 7, 2006 governing the energy sector and Decree expired on July 22, 2013 and was not renewed; the Group is 2007-1784 of December 19, 2007 authorized the transfer of the therefore refocusing on its energy activities. The cooperation and Company from the public to the private sector. On July 22, 2008, shared functions agreement and the financing agreement between the Company absorbed SUEZ in a merger which entailed GDF SUEZ and SUEZ Environnement Company have also come to transferring the majority of the company's share capital to the an end. GDF SUEZ now uses the equity method to consolidate

SUEZ itself was the result of the merger in 1997 of Compagnie de statements, rather than full consolidation. Suez and Lyonnaise des Eaux. At the time, Compagnie de Suez - GDF SUEZ intends to maintain its role as a long-term strategic which had built and operated the Suez Canal until its nationalization partner of SUEZ Environnement Company and as its majority by the Egyptian government in 1956 - was a holding company with shareholder. The guiding principles of the industrial and commercial diversified stakes in Belgium and France, particularly in the finance agreements between GDF SUEZ and SUEZ Environnement and energy sectors. Lyonnaise des Eaux was a diversified company Company were confirmed in January 2013, and form the basis of a

1. The merger took effect on July 22, 2008. The deregulation of European energy markets in the early 1990s

will cease trading on November 19, 2103. On February 3, 2011, the Company completed a merger with On July 7, 2005, the Company publicly floated its shares on the International Power. In 2012, GDF SUEZ confirmed its strategy as a stock market. The Company's shares, under its former name, Gaz global energy player, finalizing the purchase of shares held by the de France, were first listed on July 7, 2005. minority shareholders of International Power on June 29, 2012.

private sector. The new company took the name "GDF SUEZ". SUEZ Environnement Company's activities in its financial

in the management and treatment of water, waste, construction, framework agreement between the two companies, similar to what communications and technical facility management. SUEZ became might have been concluded with third parties outside the Group.

(1) A PPA is an agreement between a purchaser (an entity in the public or private sector) and a power producer, with conditions for purchasing power produced over a long period to ensure regular revenue for the producer that will cover its investment costs.

They relate to reciprocal preference, under market conditions, in provision likely to affect the Brand's validity, reputation or 1 purchasing/sales, continuing cooperation in certain industrial recognition, and to comply with, and ensure compliance with, the activities, development of potential joint commercial offerings and Ethics Charters that they have adopted, the regulations governing cooperation in sustainable development, innovation and research their application and the national and international benchmark and development. legislation to which these charters refer".

As well as this framework agreement, SUEZ Environnement GDF SUEZ has its head office at 1, Place Samuel de Champlain, Company and GDF SUEZ signed temporary agreements in external 92400 Courbevoie, France. Its phone number is purchasing and information technology. In purchasing, SUEZ +33 (0) 1 44 22 00 00. GDF SUEZ is listed in the Paris Trades and Environnement Company aims to continue to benefit from Companies Register under reference number 542 107 651. Its NAF GDF SUEZ's purchasing conditions until July 2015. A transition (French business sectors) code is 3523Z. agreement has been put in place for information technology that GDF SUEZ is a public limited liability company (société anonyme) allows SUEZ Environnement Company to continue to benefit, at its with a Board of Directors subject to the laws and regulations sole request, from certain IT applications shared with the Group until governing public limited companies and any specific laws governing 2014. the Company, and to its bylaws.

Lastly, the two companies have signed an additional clause on the The Company's 12-month fiscal year runs from January 1 to "SUEZ" brand license, which stipulates, inter alia, that "the two December 31 of each year. parties shall undertake not to implement any measure, action or

1.1.3 Organization

GDF SUEZ is organized at operational level into five business the Global Gas & LNG business line is in charge of the lines: exploration and production of gas and oil, and of the supply,

• transportation and sale of liquefied natural gas; the Energy Europe business line is in charge of electricity
• natural gas; the Energy International business line is organized into five associated activities such as LNG regasification, gas distribution, engineering, installation and maintenance and energy services; seawater desalination and international retail sales outside continental Europe;
• production, energy management, and electricity and natural gas the Infrastructures business line pools the activities of networks sales (all segments) in continental Europe. It is also in charge of and infrastructures, mainly in France: transmission of natural gas, natural gas distribution and storage in part of Europe gasification of LNG, storage of natural gas and distribution of (1);
  • geographical regions (Latin America; North America; the United the Energy Services business line offers its customers Kingdom and Turkey; South Asia, the Middle East and Africa; and industrial and tertiary companies and local authorities – Asia-Pacific). It is active in electricity production and closely sustainable energy and environmental efficiency solutions in

The Board of Directors, at its October 21, 2014 meeting, decided to appoint Isabelle Kocher as Director and Deputy CEO. This decision became effective on November 12, 2014. As Deputy CEO and Chief Operating Officer, Isabelle Kocher is in charge of accelerating the transformation of the Group and its development, in a fast changing world, in high-growth regions, as well as in Europe.

The GDF SUEZ Center (based both in Paris and Brussels), is responsible for guidance and control, and also provides expertise and service missions for its internal customers.

was approximately 1,600. The Group's main consolidated business lines". companies are listed in Section 6.2 "Consolidated financial statements – Note 3 (List of main consolidated companies at December 31, 2014)". For a list of major subsidiaries and affiliates directly owned by the Company, see Section 6.4 "Parent Company financial statements – Note 23 (Subsidiaries and investments)".

1.1.4 Strategic priorities

The markets in which the Group is expanding are currently The Group's gas supply portfolio is undergoing an in-depth undergoing profound change: restructuring process that involves optimizing its diversification and

• renegotiating long-term contracts with its suppliers. increase in energy demand is concentrated in the fast growing
• abundant resources as unconventional gas production develops to preserve the energy future of Europe.
• are developing; transition context:
• individually. "Consumer-players" are taking control of their (mobility, smart grids);

The economic slowdown in Europe and energy efficiency policies being a vector for renewable energy (biomethane, power to gas, have led to a fall in consumption which, in combination with etc.). continuing development of renewable energy and plentiful cheap GDF SUEZ aims to strengthen its leadership in energy efficiency, as coal, has generated surplus capacity and low electricity prices in the the benchmark energy partner of its customers, businesses, local long term. This situation has caused a significant crisis in thermal authorities and individuals, emphasizing the technological content of

offering. In view of this situation, the Group's two strategic priorities are:

- positioning itself right across the value chain and expanding the by leveraging on strong positions in the independent power range of businesses and regions. generation, and in LNG, and by strengthening these positions,

- are: by developing energy services activities internationally;

• in renewable energies, thermal and electric, centralized and investing in new, attractive markets; distributed,
• developing opportunities in renewable energy; by offering energy efficiency services to its clients,

In Europe, the Group has to adapt to the profound changes taking infrastructure. place in the energy sector and increase the priority it gives to its customer approach.

The Company operates its own business; it has the organization of The presentation of the Company's activities and the strategic an integrated industrial group. At the end of 2014, the number of economic assets of its main subsidiaries as well as their the Company's direct or indirect subsidiaries (controlling interest) geographical location are presented in Section 1.3 "Description of

economies: 93% of the increase in primary energy consumption In power generation, the Group continues to optimize its fleet of between 2012 and 2040 will take place outside the OECD thermal power plants in response to the crisis in thermal generation, countries, according to the International Energy Agency (1) (IEA); and is campaigning for improvements in European regulations, mainly through the Magritte Group(2) natural gas is playing a more central role at global level: due to , which is calling for measures

(250 years of probable (1) reserves), strong growth in demand In renewable energy, the Group aims to pursue its development in (+1.6% annually between 2012 and 2040 (1)) and an expanding certain countries, with priority given to the more mature outlook for new uses (retail LNG, etc.); technologies: hydropower, onshore wind power and biomass for in Europe (EU 28) the energy transition has begun in many electricity and heat. Partnerships are being sought for these countries: the contribution of renewable sources of energy projects. (excluding hydropower) to the energy mix will increase from 14%

to 35% between 2012 and 2040(1), and energy efficiency issues In infrastructures activities, the aim is to adapt to the energy

• energy will be increasingly managed at local level, and even by adapting infrastructures to changes in demand and new uses
• consumption and sometimes even generating power. by preparing infrastructure and commercial offerings for gas

power generation. its activities to provide the most suitable global energy services

1. to be the benchmark energy player in fast growing markets: Internationally, GDF SUEZ aims to step up its development by

GDF SUEZ aims to consolidate its current strong position in by building integrated positions all along the gas value chain, independent power generation. Its strategic priorities in this area including infrastructures,

• strengthening its positions in countries where the Group is 2. to be leader in the energy transition in Europe: present;
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  • exploring and extending its activities throughout the electricity and by developing new businesses and expanding in digital. gas value chain, including in decentralized generation and
• (1) Source: IEA 2014 World Energy Outlook, New Policies scenario.
• (2) The Magritte Group, of which GDF SUEZ is a founder member, is an initiative bringing together the CEOs of the 11 biggest energy groups in Europe (CEZ Group, Enel, Eni, E.ON, Fortum, Gas Natural Fenosa, GasTerra, GDF SUEZ, Iberdrola and RWE) to lobby heads of state and government.

In the gas chain, the Group aims to rely on its expertise to roll out its attractive returns while maintaining a solid financial structure and 1 activities internationally, in an integrated way and with a focus on robust cash flow generation. GDF SUEZ focuses on growth to countries with rapidly growing gas markets: reinforce value creation, notably through a new dividend policy and

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• development of: using its know-how in downstream activities to respond to

the Group's businesses; services.

- power generation (gas, biomass, coal) in Europe and a governance.

• line) and BtoB activities of Energy France (Energy Europe 2014 and the following non-financial targets in 2011: business line) in France, to build an integrated B2B energy a specific CO2 reduction target of 10% for its entire global power offering; and related heat generation fleet between 2012 and 2020. creating a dedicated entity for innovation and new businesses at renewable energy: increasing installed capacity in renewables by Group level; 50% between 2009 and 2015; creating a cross-functional Digital Project to strengthen all of the biodiversity: implementing a biodiversity action plan at each Group's entities in digital and adapt to new customer sensitive site in the European Union by 2015; requirements;
• health and safety: achieving an accident frequency rate (FR) of creating a China BU to develop a multi-activity offering that is less than 4 in 2015; consistent with the country's needs.

diversity: four targets by 2015: To become more agile and adapt to the trends in its environment, the Group has been implementing a far-reaching action plan since - 1 in 3 senior managers appointed will be a woman, 2014 that places human beings at the heart of its transformation in - 25% of women executives, three main areas: - 30% of women in recruitments,

• developing and advancing our employees (training, 35% of high-potential women;
• animating the Group and spreading its values; least one training per year;
• managers, the "GDF SUEZ Management Way". 2015.

On the financial front, the Group prioritizes maintaining a sound In May 2014, GDF SUEZ issued a green bond for a total amount of financial structure in the long term (aiming to retain an "A" credit €2.5 billion. This bond loan will help to finance the Group's rating), which will mainly be achieved through strict investment development in renewable energy and energy efficiency projects criteria. GDF SUEZ's financial objective is to offer its shareholders (see Section 5.1.6.5 "Green bond").

a boost in development Capex program (see section 6.1.1.8 developing upstream gas activities to secure access to resources "Outlook"). for the Group's downstream markets, including power

generation; Within GDF SUEZ, environmental and societal responsibility plays an capturing development opportunities in infrastructures; integral part in drawing up business strategy, through the

• urbanization development in some countries. sustainable business, which involves identifying environmental The Group also aims to increase its international presence in energy and societal issues and transforming them into opportunities for
• the management of non-financial risks, which involves managing To implement this strategy, GDF SUEZ adapted its organization in the risks associated with GDF SUEZ's activities and facilities that 2014, by: relate to the environment, local and international acceptability, creating a dedicated Generation Business Unit (BU) for thermal health and safety, human resources management, ethics and

Renewable Energies BU within the Energy Europe business line; GDF SUEZ has formalized its sustainable development the project of uniting Cofely Services (Energy Services business commitments, mainly through the publication of its policy in early

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• responsibilities, internal mobility); training: maintaining a two-thirds level of employees receiving at
• enhancing performance to serve our customers (innovation, employee shareholding: achieving and maintaining a level of managing complexity) and rolling out a new code of conduct for employee shareholding in the company's share capital of 3% by

1.1.5 Improving performance

Perform 2015 was launched in 2012 to support the deployment of The year was marked by the widening of operational review the Group's strategy and to improve its performance in a methods, including Purchasing, to all the Group's conventional sustainable manner. At the end of 2013, the overall gross target of gas-turbine power plants in Europe, and the start of deployment of the program (1) was increased to €4.5 billion cumulatively over the this methodology to plants outside Europe. 2012-2015 period. This was motivated by the acceleration in the The Purchasing initiative was reinforced Group-wide by new Group's transformation and to deal with an on-going difficult governance and by the implementation of Category Management economic environment in Europe. across all Business Lines.

The results of the Perform 2015 program in the 2014 financial The Shared Services project launched in 2013 covering France and statements reflect the intended acceleration of the program as Belgium has become a division in its own right. The objective of this

In 2014, the Perform 2015 program had a gross positive impact of support services thanks to the harmonization of organizations, €0.9 billion on income essentially associated with defined actions in processes and practices of transactional activities. terms of operational efficiency and in particular, on the improvement The optimization and simplification of working methods is being of margins and OPEX optimization. The portion affecting recurring pursued as for example through a project dedicated to the net income, Group share stood at €400 million. Furthermore, in optimization of demand in IT services, including the streamlining and 2014 the program enabled the generation of €400 million of standardization of IT infrastructure within the Group's operations in additional cash especially through the use of lean management Europe. principles on maintenance CAPEX.

announced in 2013. new entity is to provide the Group with a solid, integrated base for

1.1.6 Competitive positioning

Electricity generation and marketing, as well as gas marketing are The transaction also reinforces the Group's international standing business sectors that are broadly open to competition in Europe, as the No. 1 producer-developer in the Gulf States, the No. 1 IPP while their regulation continues to vary by country, especially when it in Brazil and Thailand, No. 2 in Peru and No. 3 in Chile. The Group is the No. 6 producer(2) and the No. 6 supplier(2) comes to prices for residential customers. Activities that constitute in Europe. natural monopolies – such as the transmission and distribution of This global and European leadership is fortified by the Group's deep electricity and, to a large extent, of gas – are more tightly controlled Franco-Belgian roots:

the No. 2 producer and supplier(2) Elsewhere in the world, with few exceptions, private players often of electricity. In renewable energy, GDF SUEZ is the No. 2 hydropower operator in France(3) operate under long-term contracts issued on a tender basis.

and the leader in wind power; GDF SUEZ is a European and world leader in electricity and natural

- in Belgium, GDF SUEZ, through its subsidiary Electrabel, is the gas. No. 1 producer and supplier of electricity(4) and the No. 1 supplier in Europe, GDF SUEZ is the No. 3 seller(2) of natural gas. In LNG, of natural gas(4). GDF SUEZ is a global player. It is the No. 1 importer in Europe The Group is also the European leader in B2B energy services: the and the No. 4 importer (2) in the world. It is also a major player in Energy Services business line is ranked joint No. 1(2) in France, exploration-production (the only European energy company Belgium, the Netherlands and Italy, according to its various positioned in every upstream activity);

• America. in electricity, the merger of GDF SUEZ and International Power created the world's leading independent power producer (IPP).

• by domestic regulators and European rules. in France, GDF SUEZ is the historic leader of gas marketing and
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activities. GDF SUEZ also has strong positions in Germany, the Group is the leading gas infrastructure operator in Europe. It Switzerland, Austria, Spain and the UK in heating networks (where it has the No. 2 transmission network, is No. 1 in distribution, is No. 1), as well as facility management since the acquisition of European No. 1 in storage capacity (in terms of useful storage) Balfour Beatty WorkPlace. Lastly, it has set up the initial bases for and the No. 2 operator/owner of LNG terminals. It also owns development in Central Europe, Asia, North America and Latin Turkey's No. 3 gas distributor;

• (1) The term "gross" applies specifically to the component of the objective relating to operating costs, thus €2.6 billion for the program. A gross gain is by nature recurring, from which implementation costs are deducted but prior to inflation, other costs and taxes.
• (2) Source: GDF SUEZ internal analyses of 2013 data.
• (3) Source: RTE, 2013.
• (4) Source: CREG, 2013 data.

1.2 KEY FIGURES 1

1.2.1 Group Financial Data

In millions of euros	2010	2011	2012	2013 reported	2013 (a) restated	2013 restated(a) pro forma(b)	2014
1. Revenues	84,478	90,673	97,038	89,300	87,898	79,985	74,686
of which generated outside France	52,976	59,517	61,124	54,331	52,944	47,947	46,852
2. Income
EBITDA (a) •	15,086	16,525	17,026	14,775	14,223	13,017	12,138
• Current operating income	8,795	8,978	9,520	7,828	N/A	N/A	N/A
• Current operating income after share in net income of entites accounted for using the equity method	N/A	N/A	N/A	N/A	8,254	7,665	7,161
Net income, Group share(c) •	4,616	4,003	1,544	(9,289)	(9,198)	(9,646)	2,440
• Net recurring income, Group share(c)(d)	N/A	3,455	3,825	3,440	3,449	3,449	3,125
3. Cash flows
Cash flow from operating activities	12,332	13,838	13,607	12,024	11,980	11,333	8,751
of which cash generated from operations before financial income and income tax	14,736	16,117	16,612	14,313	14,129	13,125	11,776
Cash flow from investment	(7,783)	(7,905)	(8,451)	(5,611)	(5,103)	(4,368)	(3,939)
Cash flow from (used in) activities financing	(3,683)	(2,496)	(8,322)	(6,982)	(7,027)	(7,041)	(4,973)
4. Balance sheet
Shareholders' equity(c)(e)	62,114	62,930	59,834	47,955	47,971	47,971	49,257
Total equity(c)(e)	70,627	80,270	71,303	53,490	53,659	53,659	55,959
Net debt	33,039	37,601	43,914	29,840	28,800	28,800	27,511
Net debt / EBITDA	2.19	2.28	2.58	2.02	2.02	2.21	2.27
Total assets(c)(e)	184,430	213,410	205,448	159,611	155,932	155,932	165,305
5. Per-share data (in euros)
Average outstanding shares(f) •				2,187,521,489 2,221,040,910 2,271,233,422 2,359,111,490 2,359,111,490 2,359,111,490			2,366,768,979
• Number of shares period-end				2,250,295,757 2,252,636,208 2,412,824,089 2,412,824,089 2,412,824,089 2,412,824,089			2,435,285,011
Earnings per share(c)(f) •	2.11	1.80	0.68	(3.94)	(3,90)	(4.09)	1.00
• Net recurring income Group share, per share (c)(f)	N/A	1.56	1.68	1.46	1.46	1.46	1.32
Dividend paid(g) •	1.50	1.50	1.50	1.50	1.50	1.50	1.00
6. Total average workforce	236,116	240,303	236,156	223,012	223,012	223,012	236,185
• Fully consolidated entities	213,987	218,905	219,253	178,577	178,870	139,134	150,589
• Proportionately consolidated entities	16,943	17,610	12,477	3,431	3,138	3,138	769
• Entities consolidated by the equity method	5,186	3,788	4,426	41,004	41,004	80,740	84,827

(a) December 31, 2013 data restated to reflect the retrospective application of consolidation standards. The calculation method for the EBITDA has been changed since December 31, 2014. 2013 EBITDA was calculated for comparison (see Note 2 of Section 6.2 "Consolidated financial statements").

(b) Restated to present SUEZ Environnement as if it were consolidated by the equity method as of January 1, 2013 (see Section 6.1.1.6 "Pro forma financial

information").

(c) December 31, 2012 data restated to reflect the retrospective application of IAS 19R (see Note 1.1 of Section 6.2 "Consolidated financial statements" of the 2013 Registration Document).

(d) Financial indicator used by the Group in its consolidated financial statements since December 31, 2012 (see Note 8 of Section 6.2 "Consolidated financial statements" of the 2013 Registration Document). 2011 data were calculated for comparison.

(e) December 31, 2010 data restated (see Note 1.2 in Section 6.2 "Consolidated financial statements" of the 2011 Registration Document).

(f) Earnings per share are calculated based on the average number of shares outstanding, net of treasury shares. Previous years' figures are not restated in case of payment of dividend in shares.

(g) 2014 Dividend: proposed dividend, including an interim dividend of €0.50 paid in October 2014.

1.2.2 Operational Indicators

1.2.2.1 Electricity production

GDF SUEZ owns and develops a flexible and efficient generation fleet in its key markets: Europe, Latin America, the Middle East, Asia-Pacific and North America. The Group's installed capacity as of December 31, 2014 on a 100% basis was 115 GW(1) or 71 GW on a net ownership basis(2).

BREAKDOWN OF GENERATION CAPACITY BY REGION (AT 100%) BREAKDOWN OF GENERATION CAPACITY BY REGION (NET

BREAKDOWN OF GENERATION CAPACITY BY FUEL (AT 100%) BREAKDOWN OF GENERATION CAPACITY BY FUEL (NET

OWNERSHIP)

OWNERSHIP)

(1) The 100% calculation includes the total capacity of all facilities of GDF SUEZ irrespective of the actual percentage stake of the ownership and the method of consolidation, except for drawing rights which are included in the total if the Group owns them and deducted if they are granted to third parties.

(2) The net ownership basis calculation uses figures for capacities at their net percentage of the ownership of GDF SUEZ in all companies.

POWER GENERATION BY REGION (AT 100%) POWER GENERATION BY REGION (NET OWNERSHIP) 1

In 2014, the Group produced 470 TWh on a 100% basis, 280 TWh on a net ownership basis.

POWER GENERATION BY FUEL (AT 100%) POWER GENERATION BY FUEL (NET OWNERSHIP)

The combined power of Group projects under construction at power generation fleet has a low carbon footprint, with an average December 31, 2014 was 10.5 GW on a 100% basis, with 36% of 331 kg of CO2-eq./MWh recorded for Europe in 2013, within the

PricewaterhouseCoopers (PwC) over 2013. In an adverse market environment in Europe, the Group continues to rationalize its asset portfolio. With a significant share of its Worldwide, emissions from the Group's generation fleet evaluated in electrical capacity issued from renewable sources, the Group's 2013 were 425 kg of CO2-eq/MWh.

this from natural gas, and 30% from renewable energy sources. 328 kg of CO2-eq/MWh European average estimated by

1.2.2.2 Natural gas portfolio

Most of the Group's natural gas is supplied via one of the most The GDF SUEZ portfolio, which represents approximately diversified portfolios of long-term contracts in Europe, sourced from 1,296 TWh (calculated at group share(1), or about 120 billion m3 more than 10 countries. These contracts give GDF SUEZ the among the most diversified in the world. LNG represents about 15% necessary visibility to ensure its development and secure its of the portfolio, increased to a 30% share on the long-term supplies. GDF SUEZ is also one of the biggest spot market players contracts portfolio. in Europe. It can therefore rationalize its supply costs by adjusting its purchasing to match its needs.

, is

(1) The group share calculation includes the capacities at their percentage of consolidation for full and proportionally consolidated affiliates and at their percentage of holding for companies accounted for using the equity method.

BREAKDOWN OF PORTFOLIO (GROUP SHARE)

1.2.3 Extra-financial indicators

The Group's non-financial performance is based on dated and implementation of the policy and achievement of the Group's quantified targets (see Section 1.1.4. "Strategic priorities") and an extra-financial objectives. overall assessment organized around different resources (high level In 2014, GDF SUEZ shows results perfectly consistent with the of governance, reporting, scorecard, performance reviews and objectives and their schedule, in particular for the reduction in

That monitoring is done at several levels of the Group. The Board of doubling of installed capacity in renewable energy (vs. 2009) and the Directors' Ethics, Environment and Sustainable Development frequency rate (see Section 3.2.6 "Health and Safety Policy"). Some Committee (see Section 4. Corporate governance) defines the targets are already reached, like the Employee Training level and the scope of the policies undertaken, outlooks and action plans in the goal regarding employee shareholders (see area of corporate societal responsibility. The Group's Management Section 3.2.5."Employee shareholding"). Committee (see Section 4. Corporate governance) makes key In its investment projects, the Group incorporates ten extra-financial decisions in this area. The role of the Group's Environmental and criteria relating to ethics, CO2 emissions, social impact, human Societal Responsibility Executive Committee (1) is to prepare annual resources, environmental management of ecosystems, cooperation action plans, monitor their implementation, gather experiences with stakeholders, local purchasing, and health and safety. across the various entities and encourage exchange on major Furthermore, the Group takes a CO2 cost into account for its strategies (including the fight against climate change and corporate investments.

three bases of Societal and Environmental Responsibility is information") and societal reporting (see Section 3.4 "Corporate presented to the Group's Management Committee for approval and societal commitments"), form the basis of a published Group of future direction, then to the Ethics, Environment and Sustainable indicators that are verified by an independent third party. Development Committee to provide a progress report on

non-financial indicators). specific CO2 emissions (see Section 3.3.4.1. "Climate change"), the

social responsibility). The Group's social reporting (see Section 3.2 "Social information"), An extra-financial scorecard made up of key indicators covering the environmental reporting (see Section 3.3 "Environmental

⁽¹⁾ Made up of the business lines' Environmental and Societal Responsibility managers, representatives of the Environmental and Societal Responsibility Division and representatives from the functional departments (Human Resources, Health and Safety and Management Systems, Ethics and Compliance, Research and Innovation, Purchasing and Group Sales & Marketing).

the ranking of the Vigeo rating agency. The Group remains stable in questionnaire every year. In 2014, GDF SUEZ achieved a score these ratings in comparison with previous evaluations in 2012. In of 95 out of 100 for the quality and transparency component of its addition, GDF SUEZ is listed on the four indices: Euronext Vigeo reporting and an A- score for the performance component (an World 120, Euronext Vigeo Eurozone 120, Euronext Vigeo improvement on 2013). The Group remains in the CDP France Europe 120, Euronext Vigeo France 20. Climate Disclosure Leadership Index.

In 2014, GDF SUEZ was given a C+ rating by Oekom and is listed in GDF SUEZ completes a Carbon Disclosure Project (CDP) 1

1.3 DESCRIPTION OF BUSINESS LINES

1.3.1 Energy Europe business line

The Energy Europe business line is responsible for the Group's The Energy Europe business line has industrial operations in the energy activities in continental Europe(1). Electricity and natural gas following countries: France, Belgium, Luxembourg, Germany, are its core business with activities in generation, energy Netherlands, Poland, Hungary, Romania, Italy, Greece, Spain and management, trading, and marketing and sales. GDF SUEZ Energy Portugal. It also has commercial activities without an industrial Europe's generation portfolio is made up of 39.7 GW of capacity in presence in Austria and Czech Republic. operation with a further 0.36 GW under construction. With an To accelerate the Group's transformation, several projects were industrial presence in 12 countries(2) and a commercial presence in launched on January 1, 2014, leading to the establishment of four 14 countries(3) GDF SUEZ Energy Europe has 21.6 million contracts Business Units (BUs), each corresponding to a Métier. with customers, including industry, the tertiary sector (commercial & public undertakings) and residential energy users. Role of the Métiers

1.3.1.2 Strategy

-

• Europe, especially in the context of the Magritte initiative. GDF SUEZ Global Energy brand (Giant accounts).

1.3.1.1 Role 1.3.1.3 Organization

The Energy Management Trading (EMT) Métier is primarily responsible for the optimization of the GDF SUEZ Group's assets in continental Europe. The role of EMT is to ensure competitive The Energy Europe business line is active in an environment of sourcing while optimizing value creation within a consistent risk structural market evolution and a deteriorated economic and framework. EMT's teams negotiate natural gas procurement regulatory situation in most countries. The main strategic priorities of contracts, optimize assets, and provide sales entities with natural Energy Europe business line can be summarized as follows: gas and electricity as well as energy price risk management maximize the value of existing activities by improving performance services. The teams manage one of the largest and most diversified in all Métiers and actively managing the portfolio, by accelerating energy portfolios in Europe, including electricity, natural gas, coal, oil the restructuring of the thermal power fleet, renegotiating gas products, biomass, CO2, and environmental products. EMT procurement contracts, repositioning commercial offerings, and manages the business line's portfolio on a day-to-day basis, serving improving operating and maintenance costs of renewable assets; all GDF SUEZ activities, customers, and external counterparties, develop new activities, particularly in the context of the energy particularly through its trading activities and presence in Europe's transition, pursuing growth in renewable energy and services, and key energy marketplaces, as well as in Singapore. The Métier also developing new opportunities through innovation; covers gas and power supply and associated services for national participate in establishing a new market design for energy in and pan-European large industrial customers through the

(1) Commercial activities without industrial presence in Austria and Czech Republic.

(2) Excluding infrastructures part of the Infrastructure business line.

(3) Excluding Slovakia (minority stake in Pozagas) and Sweden (Gothia Vind 11 AB and Gothia Vind 14 AB project companies, acquired in 2014, owning rights in onshore wind projects for 30 MW and 24 MW respectively).

• The Generation Métier directs all the business line's nuclear and development, construction, operation and maintenance. Among thermal power assets (including biomass), developing and its priorities, the Renewable Energies Métier seeks to increase the maintaining power plants and coordinating the local generation profitability of its installed capacity in accordance with the teams. Among its priorities, Generation continuously reviews the Group's ambitions in energy transition. The European coverage of asset portfolio in conjunction with Energy Management Trading, RES helps it control costs for development and acquisition, to tailor it to market conditions (optimization, closures, procurement, and operation and maintenance, by combining mothballing etc.). The Métier is also responsible for improving the shared expertise and local integration in the countries in which it performance of power plants, particularly by optimizing their operates.
• onshore and offshore energies). As such it is responsible for their the customer portfolio.

1.3.1.4 Key figures

efficiency, flexibility and availability, as well as reducing operating The Marketing & Sales (M&S) Métier principally covers the supply costs. In addition, the Métier is required to monitor projects under of gas and electricity and associated services to residential, construction and provide support for business development. business, corporate, and local authority customers(2). M&S is also Thanks to its structure by technological stream (coal, gas, responsible for gas storage and distribution infrastructure nuclear), the Métier contributes to maximizing synergies between activities, primarily in Hungary and Romania. In conjunction with countries, pooling processes and sharing know-how and the operating entities in individual countries, the M&S Métier is expertise. responsible for commercial and customer activities, commercial Renewable Energies (RES) Métier directs all the business line's strategy and the associated marketing activities. It prepares new renewable energy(1) assets and projects (principally European offers and their deployment, and drives forward hydroelectricity, onshore and offshore wind, solar, and new innovative projects. The Métier also seeks to optimize the value of

In millions of euros	2014	2013(1)	Total change (in %)
Revenues	35,158	42,713	-17.7%
EBITDA (2)	2,020	2,877	-29.8%

(1) Comparative data at December 31, 2013 restated for the first-time application of accounting consolidation standards (see Note 2 in Section 6.2) and to present SUEZ Environnement as if it were consolidated by the equity method as of January 1, 2013 (see Section 6.1.1.6).

(2) The calculation method for the EBITDA has been changed (see Note 2 in Section 6.2)

Electricity capacity by fuel (in MW) – data at 100%	CWE*	Rest of Europe
Coal	2,964	2,528
Natural gas	7,989	9,609
Hydroelectric power plants	5,131	173
Wind	1,771	1,248
Other renewable energy sources	443	364
Other non-renewable energy sources	1,520	-
Nuclear (including drawing rights)	5,946	-
TOTAL	25,763	13,922

Electricity capacity by country (in MW) – data at 100%	Installed capacity	Capacity under construction
Central Western Europe(1)	25,763	330
Rest of Europe	13,922	34
TOTAL	39,684	364

(1) Central Western Europe (CWE) : Germany, Belgium, France, Luxembourg, The Netherlands.

(1) Excluding biomass, operated by the Generation Métier.

(2) Excluding large industrial customers, transferred to the EMT Métier on July 1, 2014, and the B2B France activities, transferred to the Energy Services business line on January 1, 2015.

PRESENTATION OF THE GROUP 1.3 DESCRIPTION OF BUSINESS LINES

Electricity generation (in TWh) – data at 100%	(1) CWE	Rest of Europe
Coal	10.8	9.6
Natural gas	21.1	17.0
Hydroelectric power plants	18.2	0.7
Wind	3.1	2.8
Other renewable energy sources	1.2	2.2
Other non-renewable energy sources	4.3	1.8
Nuclear (including drawing rights)	32.2	-
TOTAL	91.1	34.1

Sales to end customers (in TWh) – accounting consolidation method	Electricity	Gas
France(2)	17.9	162.2
Belgium(2)(3)	25.5	32.3
Rest of Europe(2)	21.9	67.7
Global Energy	32.2	95.0
TOTAL	97.5	357.2

Number of contracts (in thousands) – data at 100%	Electricity	Gas	Services
France	2,360	8,990	1,441
Belgium(3)	2,755	1,403	80
Rest of Europe	581	3,373	645
TOTAL	5,696	13,766	2,166

Breakdown of gas supply portfolio for the Business Line(4) (in TWh)

Long-term contracts with third parties	363
Purchases from the LNG BU	50
Purchases from the Exploration-Production BU	3
Short term purchases	240
TOTAL	657

Figures at December 31, 2014.

(1) Central Western Europe (CWE): Germany, Belgium, France, Luxembourg, Netherlands.

(2) Excluding Key Account industrial companies (Global Energy)

(3) Including Luxembourg

(4) Excluding GDF SUEZ Trading.

1.3.1.5 2014 highlights

• • of North West England. In 2014, GDF SUEZ mothballed the following power plants for
• -
  -
  -

In Energy Management Trading and Generation Westinghouse AP1000 reactors on the West Cumbria coast

• the summer or for the whole year: Awirs 4 (95 MW, Belgium), August: the steam turbine of the Doel 4 plant was Combigolfe and Montoir-de-Bretagne (435 MW and 435 MW, significantly damaged and automatically stopped in France) and Twinerg (376 MW, Luxembourg). It also sold its response to an oil leak in the non-nuclear part of the plant stake in the Dunamenti plant (1,041 MW, Hungary). following a deliberate act. The plant was restarted in December 2014, two weeks ahead of schedule. In Generation:
• December: decision taken by Belgian federal government to March: signing of the agreement governing the extended extend the lifetime of Doel 1 and Doel 2 by ten years. lifetime of the Tihange 1 nuclear power plant to 2025. Discussions between Electrabel and the government are March: as a precautionary measure, temporary stoppages of ongoing in order to reach an overall agreement on the the Doel 3 and Tihange 2 nuclear power plants, pending economic rationale of the necessary investments, notably additional tests. The Belgian Federal Agency for Nuclear taking into account the nuclear contribution with regard to Control will decide on authorization for the plants to restart the tax burden on all operational activities in Belgium. Until after Electrabel submits the requisite file. Outage period has an agreement is reached, the Doel 1 nuclear power plant been extended until July 1, 2015. was disconnected from the grid on February 15, 2015, after June: Toshiba acquires a 60% stake and GDF SUEZ keeps 40 years of operation, in accordance with the law of 2013.
  • a 40% stake in NuGeneration Ltd (NuGen), company set up The coal-fired power plant in Rotterdam (731 MW) has taken to develop a new nuclear power plant using three up commercial operation at the end of January 2015. The

coal-fired plant in Wilhelmshaven (731 MW) was connected Optimization and Prompt (O&P)

• -

  - the islands of Yeu and Noirmoutier in the second offshore production, supply and consumption.

• • May: GDF SUEZ DolceVita crosses the threshold of 2 million known as "2% risk".
  • July: GDF SUEZ becomes the main shareholder in options and market products to be transferred to Trading.
  • Origination and Sales Support (OSS) businesses in France, GDF SUEZ PRO.

Central Energy Management Trading (Central EMT) Long-term gas contracts

Energy Management Trading (EMT) is designed to structure the OSS purchases natural gas under long-term contracts from the portfolio of assets (physical and contractual), negotiate the main suppliers in Europe. The aim of the supply strategy is to corresponding contracts, optimize the management of these assets, ensure the competitiveness of the portfolio and security of supply to and provide support to the Group's commercial operations in the Group's customers, mainly through geographical diversification

situation. The EMT Métier is structured around four activities: Portfolio & Risk Management (PRM), Optimization & Prompt (O&P), Origination & In line with market practice, long-term procurement contracts Sales Support (OSS), and Trading. Some of these activities are contain volume clauses: minimum volumes to be taken in a period carried out by GDF SUEZ Trading (GST) and GDF SUEZ Energy (take-or-pay), transfer of withdrawals to a later period (make-up), or

forward). EMT mainly operates for the Energy Europe business line and also acts for other Group business lines, chiefly in exploration and The contracts contain clauses that enable periodic revision of price production, LNG, and coal supply. according to changes in the market, either on a regular basis or by

The business line manages several assets throughout Europe: In 2014, EMT continued to renegotiate contracts with its main power plants, virtual power plants, gas and electricity sourcing or suppliers to adapt these contracts to new market conditions. As of supply contracts, transmission capacity, storage rights, December 31, 2014, over 50% of the long-term contract portfolio

PRM develops an integrated, multi-year policy for these assets and gas sold on marketplaces. defines strategies to reduce the price risks associated with them. This policy is then implemented by the Optimization and Prompt teams. PRM helps to optimize the portfolio's risk/reward profile and to ensure the profitability of the assets.

to the grid and commissioning tests are finalized. Within the scope of the Business Line's risk policy, O&P optimizes In Renewable Energies: the gas and electricity portfolios over different time horizons, using a - April: GDF SUEZ wins 10 photovoltaic projects in France wide variety of models. Exposure to price and volume risks is - May: GDF SUEZ and its partners EDP Renewables, Neoen gradually reduced until physical delivery, by systematic transfer to Marine and AREVA are awarded the areas of Tréport and Trading, while ensuring sufficient capacity to handle fluctuations in

wind tender in France. GDF Suez has the legal obligation, as with all natural gas suppliers, - In 2014, GDF SUEZ increased its renewable capacity by to supply all its French customers without a contingency clause: to 396 MW. be able to provide physical delivery in the event of severe weather In Marketing & Sales: conditions that statistically occur no more than twice a century –

B2C electricity customers O&P identifies flexibility in the portfolio in order to structure it as

CONGAZ, a gas procurement and distribution company in O&P also manages all logistics (transmission and storage capacity, Romania serving 63,000 customers. etc.) until physical delivery of energy to the various operators. - October: launch of a new brand dedicated to small

1.3.1.6 Description of activities OSS is responsible for the energy supply to the commercial entities of Marketing & Sales, commercial relations with counterparties (excluding market counterparties), mainly gas suppliers, and the sale 1.3.1.6.1 Central Western Europe of electricity and gas to large industrial customers (Giant account).

Europe. of resources and constant adaptation of the portfolio to the market

Management Trading (GSEMT). deduction of volumes withdrawn against a prior period (carry

way of exception. The parties are then required to negotiate in good Portfolio and Risk Management (PRM) faith and may, in the event of disagreement, revert to arbitration.

regasification capacity, etc. volumes in Europe were indexed based on references to the price of

(value at risk) and stress test models. gas, electricity and associated services to national and pan-European large industrial customers. Global Energy develops Regarding credit risks, lines of credit are allocated counterparty by full supply offers (commodity, flexibility, balancing and delivery), counterparty. These risks are reduced through the use of various market products (blocks delivered to the hub or financial products), tools: netting agreements and margin calls, obtaining on-demand price consultancy and risk management solutions, under the GDF guarantees, parent company guarantees, and transaction clearing. SUEZ Global Energy brand. This entity, created on July 1, 2014 Operational risks are managed by a specialized team that ensures from the merger of teams from Energy Management Trading and systematic improvement in internal procedures. Marketing & Sales, established a new commercial strategy and has Liquidity risk is assessed by stress tests. since launched a transformation and performance plan.

OSS is also developing its own commercial activity for customers The efficiency of the risk control framework is regularly tested in active on the wholesale market (e.g. other energy groups, major audits. consumers directly active in the markets, banks, etc.).

Trading provides the business line with access to all energy France

markets: electricity and gas, oil and petroleum products, coal, The Energy Europe business line has a firm base in France where it biomass, CO2 emissions, and foreign currency markets. operates a large portfolio of activities: power generation from Trading helps to optimize assets by managing positions from O&P thermal plants and renewables, sales of natural gas and electricity, in the markets, and supports the commercial operations of OSS. as well as household energy services. Trading also develops proprietary trading operations within lower The Generation Métier operates four combined-cycle gas plants in risk limits.

France. Three units (Montoir-de-Bretagne, Combigolfe and Cycofos) Lastly, Trading is in charge of international trading activities, as well have been under summer or annual mothballing since April 2013. as of the physical procurement of coal and biomass for the power The Renewable Energies Métier is responsible for the Group's plants of GDF SUEZ Energy Europe and a portion of those of the development in this domain. In 2014, GDF SUEZ increased its Energy International business line. capacity in France by 154 MW, comprising 89 MW from onshore

GDF SUEZ Trading, a subsidiary with "investment services provider" acquired a 50% stake in Futures Energies Investissement Holding (FEIH) through its subsidiary, Predica. The transaction will combine status, in which capacity it is supervised by the banking and FEIH's wind asset development goals and optimization of its financial authorities and by GDF SUEZ Energy Management

EMT Risk Committee (EMTRC) comprising senior managers of call for expressions of interest in "Pilot Tidal Energy Farms" from the GDF SUEZ Trading and representatives of the Group and the ADEME (Agence de l'Environnement et de la Maîtrise de l'Energie –

Global Energy Market risks (commodity prices, FOREX rates and interest rate risks) 1 Global Energy is the Energy Europe's entity in charge of sales of and physical risks (asset failure risks) are monitored based on VaR

General Management and EMTRC are automatically notified if a limit Own commercial activity with market counterparties is overrun.

The risk control framework for market activities is part of this system Trading and meets all the regulatory requirements.

GDF SUEZ Trading (GST) and GDF SUEZ Energy wind farms, 7 MW from hydroelectricity, and 58 MW from Management Trading (GSEMT) photovoltaic solar. In December 2013, GDF SUEZ signed a strategic partnership agreement with Crédit Agricole Assurances, which The market activities of O&P, OSS and Trading are carried out by financial structure. Following an invitation to tender for photovoltaic Trading. solar issued in 2013, GDF SUEZ was awarded a contract for 10 These two structures are wholly owned by the Group. EMT's new projects in April 2014. In marine renewable energy, the Group activities have a dedicated and specialized risk control system, with filed plans for the two zones included in the second offshore wind teams responsible for defining risk assessment procedures, power tender (Dieppe – Le Tréport and Noirmoutier – Ile d'Yeu), proposing credit and market limits, monitoring risk assessment with EDPR, Neoen Marine and AREVA as turbine provider, and won tools, and monitoring market risks on a daily basis. the contract in May 2014. GDF SUEZ is also positioned in tidal The system is incorporated in GDF SUEZ's governance through an energy and its Raz Blanchard project won in December 2014 the business line. EMTRC monitors all risks to which EMT is exposed. French agency for the environment and the control of energy), with its partner Alstom.

The Marketing & Sales Métier ensures that GDF SUEZ remains the administrative tariffs. In mid-December, this extinction measure leading seller of natural gas in France (162.2 TWh(1) sold in 2014), involved approximately 119,000 customers (30 TWh). despite intense competition, particularly on the B2B segment. On Rate-setting procedure the French electricity market, the Group maintained its advantage Rates are set in France under the Energy Act and the decree of over other alternative suppliers (17.9 TWh(1) sold in 2014) and December 18, 2009, as amended on May 16, 2013, related to expanded even faster in 2014, particularly among B2C customers administrative tariffs for natural gas sales. These provisions state (2.2 million customers at the end of 2014). GDF SUEZ also holds that prices must cover corresponding costs. The regulator positions across the home energy efficiency value chain: energy (Commission de Régulation de l'Energie – CRE) audits supply and audits, advice, financing of works, design, and installation and maintenance of equipment (leader in maintenance, with 1.4 million non-supply costs for GDF SUEZ every year, and makes recommendations for rate changes accordingly. On July 1 each contracts). The Group is meeting the needs of residential customers year, the government publishes an order setting out the formula and consolidating its leading position in energy efficiency, especially representing the changes in supply costs and the rate levels. Since through its GDF SUEZ Dolce Vita range of offers and the July 1, 2014, the pricing formula includes a market indexation of development of solutions driven by the B2C services division 60%, the remainder being pegged to oil product indices and to the (primarily through Savelys). GDF SUEZ is also meeting the emerging euro-dollar exchange rate. requirements of its B2B customers with new offers (biomethane and

issue an order, after advice from the CRE, temporarily setting rates Fifty-six percent of GDF SUEZ's total gas sales are priced on the that are lower than the costs of GDF SUEZ for a period of no more basis of tariffs established by the government through various laws, than one year. decrees and regulatory decisions.

GDF SUEZ sells natural gas on the basis of two pricing systems: GDF SUEZ is currently issuing retroactive invoices. These have been regulated tariffs and negotiated prices for customers who have staggered to limit their impact on customers. The partial freeze in opted out of regulated tariffs in favor of market offers from energy the 2011 administrative tariffs led to a price gap between

• subscription rates for customers who consume more than 5 GWh of undercharged amounts.

Elimination of administrative tariffs for business customers 1.5%.

Article 11a of the Consumer Rights bill provides for the gradual Belgium-Luxembourg extinction of administrative tariffs for natural gas sales to In Belgium, GDF SUEZ's wholly owned subsidiary Electrabel is the non-residential customers, according to a staggered schedule leading player in the power sector. running from December 31, 2013 to December 31, 2015. By this deadline, apart from individuals, only small co-owned properties At year-end 2014, the Generation Métier operated a capacity (using less than 150 MWh per year) and small businesses (using exceeding 9,462 MW, including 4,134 MW in nuclear power units

LNG delivered by tank truck). In the interval between any two governmental orders, GDF SUEZ, after advice from the CRE, can pass on changes in supply costs Regulatory framework resulting from the application of the pricing formula. If there is an Regulation of administrative tariffs exceptional rise in oil or natural gas products, the government may

Following the French Council of State cancellation in 2012 and 2013 Sale price of natural gas of the price freezes decided by the government in 2011 and 2012, suppliers. consumers (residential use and non-residential use). The gap was denounced in several appeals by the French association of retail Administrative tariffs energy operators (Association Nationale des Opérateurs Détaillants There are two types of administrative tariffs: en Énergie – ANODE) which the Council of State upheld in 2013. public distribution tariffs for customers who consume less than The government is now implementing the Council of State's ruling, 5 GWh per year and are connected to the distribution network which will have a limited effect on GDF SUEZ, as the repayments of (7.6 million customers(2); 112.3 TWh sold in 2014); overcharged amounts will be balanced out by GDF SUEZ's invoicing

per year and are connected either to the distribution network or Since the start of 2014 (12 monthly changes), administrative tariffs directly to the transmission network (227 customers(3); 2.2 TWh and public distribution rates have decreased by 1.8%. sold in 2014). Administrative tariff subscription rates (four quarterly changes) fell by

less than 30 MWh per year) can continue to benefit from (including drawing rights), and 3,231 MW in natural gas-fired thermal power plants.

(1) Excluding large industrial customers.

(2) Average on a yearly basis.

measure and in accordance with its culture of high nuclear safety, to executed an agreement to end their collaboration in the mixed temporary outage the Doel 3 and Tihange 2 nuclear plants. This distribution system operators (DSOs) and Electrabel Customer decision was made in the wake of tests carried out under the action Solutions (ECS); Electrabel thus sold its stake in the DSOs to the plan linked to the restart of the two reactors in June 2013. public partners and bought the public partners' shares in ECS. Electrabel submitted the initial results of the analyses of the tests In Wallonia, a memorandum of understanding was signed to enable conducted over several months to the Belgian Federal Agency for exit of ECS capital by the public partners, effective from Nuclear Control, which has asked Electrabel to supplement its file December 31, 2014. This agreement also provides for the possibility with additional information, and introduced a number of of Electrabel's early withdrawal from Ores Assets(2) on suggestions. Once the entire file has been submitted and analyzed, December 31, 2016, originally planned for the end of 2019, the Agency will decide on authorization for the restart. Outage according to initially agreed valuation principles. A finalization period has been extended until July 1, 2015. agreement is due to be drafted before April 1, 2015.

On August 5, 2014, the Doel 4 nuclear power plant went into Regulatory framework automatic shutdown, in a completely safe manner and in line with After three months of negotiation, the new Belgian federal planned procedures, in response to an oil leak in the steam turbine government was sworn in on October 11, 2014. in the non-nuclear part of the plant, resulting from a deliberate act. The Doel 4 plant was safely restarted on December 19, 2014, two Nuclear power generation weeks ahead of schedule. GDF SUEZ, EDF, and the Belgian government signed an agreement

Tihange 1 nuclear plant: the investment program to safely continue April and September 2014. In Luxembourg, the Group operates the operating this plant through 2025 is being implemented. A sharing Twinerg 376 MW gas power plant at Esch-sur-Alzette, which had mechanism applicable as of October 2015 has also been signed been mothballed between April and September 2014.

capacity of 175 MW. In addition, six new projects in Flanders, To ensure a secure supply, the federal government decided at the representing a total installed capacity of 40 MW, were initiated in the end of 2014 to extend the term of operation of the Doel 1 and fourth quarter of 2014. These projects are due to be commissioned Doel 2 nuclear plants by 10 years. Negotiations began in by the end of 2015. The Mermaid consortium, in which Electrabel January 2015 between Electrabel and the Belgian federal has a 35% stake, completed the transfer to Northwester 2 of just government on the conditions required for the investments under half the concession granted to build an offshore farm of necessary to prolong the plant's operating lifetime, especially the 450-490 MW off the Belgian coast. The transaction reduces both necessity for a detailed and stable economic and legal framework, the operational and financial risks associated with the project. The notably taking into account the issue of the nuclear contribution with project's development is underway and applications are in-process regard to the tax burden on operational activities in Belgium. Until an for various permits.

agreement is reached, the Doel 1 nuclear power plant was The Marketing & Sales Métier has a large portfolio of business disconnected from the grid on February 15, 2015 in accordance customers (industrial and tertiary sectors), mainly for the supply of with the law of December 18, 2013 which specified its closure after electricity and natural gas, with volumes sold in 2014 of 13.5 TWh 40 years of operation. and 12.1 TWh(1) respectively, as well as energy services. The market For 2014, Electrabel was liable for a nuclear contribution of share in B2B has stabilized since 2013 thanks to price repositioning €407 million(3). and a new sales and marketing approach, although competition remained very aggressive. Marketing & Sales is also active in the The various legal actions pursued in Belgium against the nuclear retail market, with approximately 2.7 million electricity contracts and contribution are still pending to date (see detail in Note 28.1.10 of 1.4 million natural gas contracts. Customer loss decreased Section 6.2 "Consolidated financial statements"). substantially in this market from 2013 onwards, thanks to a range of In September 2014, Electrabel filed a lawsuit to the European practical initiatives, such as price repositioning for all customers, Commission claiming that the nuclear contribution from 2008 to marketing and media campaigns, and performance actions. Lastly, 2013 constituted illegal state aid from the Belgian state to the Marketing & Sales is developing an innovative range of products electricity producers not subject to these contributions. The lawsuit,

On March 25, 2014, GDF SUEZ decided, as a precautionary In 2014, Electrabel and the public partners in Flanders signed and 1

in March 2014 governing the extension of the lifetime of the The 95 MW Awirs 4 plant was mothballed for the summer between with the Belgian federal government and EDF, in substitution of fixed The Renewable Energies Métier is now directing an onshore wind nuclear contribution.

and services aimed at all customer segments. which was extended to include 2014 nuclear contributions, is currently under review by the EC.

(1) Excluding large industrial customers.

(3) Net contribution being €397 million.

⁽²⁾ Ores Assets is an electricity and natural gas distributor created from the merger of eight Wallonian intercommunales mixtes (utilities owned by private and public stakeholders).

The government also intends to study the establishment of capacity coal-fired plant in Rotterdam, with a capacity of 731 MW, remuneration mechanisms, although the exact scope and connected to the grid since 2014, has taken up commercial implementation details are not known at this stage. At the end of operation as of 29 January 2015. Due to difficult market conditions, December 2014, the regulator (Commission de Régulation de GDF SUEZ Energie Nederland's position in centralized generation is l'Électricité et du Gaz – CREG) was charged to make a under heavy pressure, leading to the dismantling of Flevo (119 MW) recommendation to ensure the survival of the existing gas-fired and a strong focus on operational efficiency at the other power

An energy standard will be instituted, the aim being to ensure that "sustainable growth". The agreement also provides for the closure the different components in the energy price are not higher in of several coal-fired plants (including Nijmegen, wholly owned by the Belgium than its neighboring countries in order to safeguard Group) by January 1, 2016. In addition, it provides for the coal tax companies' competitive position and consumer purchasing power. to be abolished for the remaining coal units by January 1, 2016. As the price comparison methodology has not yet been set, it is not GDF SUEZ is expanding in renewable energies and decentralized possible at this stage to accurately position Belgian prices against generation solutions for residential customers. At the end of 2014, the prices applied in its neighboring countries. Price regulation, with the Renewable Energies Métier operated 56 MW of onshore wind a safety net, will also be extended by one year, renewable three (the regulatory framework sets MW targets for each region). times.

The Energy Europe business line operates in Germany through the 0.5 million retail customers. In the B2B segment, GDF SUEZ is a subsidiary GDF SUEZ Energie Deutschland AG. major supplier with 6 TWh of electricity and 6 TWh of gas sold.

The Generation Métier currently operates 2,653 MW of thermal 1.3.1.6.2 Eastern and Southern Europe capacity in Germany, of which 822 MW comes from the Farge and Poland Zolling power plants (mainly coal), 602.5 MW from nuclear drawing rights and 451 MW from cogeneration plants owned and operated The Energy Europe business line is present in Poland via its by municipal utilities (Energieversorgung Gera GmbH and subsidiary GDF SUEZ Energia Polska, which is mainly active in Kraftwerke Gera GmbH, EnergieSaarlLorLux AG, WSW Energie & power generation. Wasser AG, GASAG Berliner Gaswerke AG). The new supercritical At year-end 2014, the Generation Métier operated 1,700 MW, 731 MW coal-fired plant at Wilhelmshaven, in which GDF SUEZ has comprising coal-fired capacity in Polaniec of 1,510 MW and a 57% stake, was connected to the grid for the first time in 2014. Commissioning tests are presently finalized. Due to the challenging capacity of 190 MW for the Green Unit biomass facility, which is one of the largest biomass units in the world. GDF SUEZ Energia Polska context for conventional generation, political discussions on a major is currently renovating seven generation units, with the aim of revision of the institutional framework are ongoing.

increasing their capacity and efficiency, as well as to ensure they The Renewable Energies Métier is studying investment possibilities comply with the European Industrial Emissions Directive. Units 1, 2 in onshore wind with the Group's municipal partners. At the end of and 7 were modernized in 2013 and units 3 and 6 in 2014. 2014, it operated installed onshore wind capacity of 196 MW and

GDF SUEZ is a leading player in the Dutch energy market through The Marketing & Sales Métier focuses on the sale of electricity to its subsidiary GDF SUEZ Energie Nederland. B2B customers (0.4 TWh sold in 2014).

At year-end 2014 the Generation Métier operated an installed capacity of 4,394 MW, comprised of several gas-fired power plants,

Thermal power generation a coal/biomass plant, and gas turbines. The new supercritical plants. plants. In 2013, the government and participants of the Social and End market Economic Council (SER) reached an energy agreement on

The Marketing & Sales Métier is also active on the Dutch market. Germany Through Electrabel, it supplies gas and power to more than

The Renewable Energies Métier has 102 MW of installed onshore hydroelectric pumping facilities of 132 MW. wind power, spread over the sites of Jar Moltowo, Wartkowo, and The Marketing & Sales Métier operates on most customer Pagow. The renewable energy regulatory environment is set to segments. B2B sales increased to 11.8 TWh of electricity and change significantly. Current government proposals include the 5 TWh of natural gas. The Group is also active in the sale and introduction of a 15 year feed-in tariff granted through an auction distribution of electricity, gas and heat to residential and small system (joint auctions for all technologies with a maximum price per business customers, with a total of over 0.1 million electricity technology). Existing assets will be separated from new assets and customers and nearly 0.1 million gas customers(1) through its will have a choice to stay within current green certificates (GC) cooperation with municipal utilities. system or participate in dedicated auctions. Co-firing will continue Netherlands to utilize the GC system with support reduced by 50%.

(1) Including equity-accounted entities.

the authorities for an optimum transition to a deregulated gas subsidiaries GDF SUEZ Energy Hungary and Egáz-Dégáz market and a rebalance of their support mechanism for renewable Földgázelosztó (100% subsidiary via EIH, wholly owned by GDF SUEZ). energies.

Austria In June 2014, GDF SUEZ sold its interest in the Dunamenti plant (1,041 MW), so the Group is no longer active in power generation in GDF SUEZ is active in the Austrian natural gas market through its Hungary. commercial subsidiary GDF SUEZ Gasvertrieb, which sells gas to

GDF SUEZ Energy Hungary also sells natural gas to B2B and B2C large industrial consumers, other business customers, and resellers. customers and electricity to B2B customers. Egáz-Dégáz is the GDF SUEZ Gasvertrieb also provides balancing services to various natural gas distributor which, as of 2014, operates a 23,133 km market participants. The gas volumes sold amount to 2.4 TWh. long distribution network and distributes 12.6 TWh of natural gas to 772,790 customers. Regulation is a key concern in Hungary. End Czech Republic user tariffs have been reduced, by law, by 20%. The regulated rate GDF SUEZ is present in the Czech natural gas market through its of return of Distribution System Operators has been cut to zero (for commercial subsidiary GDF SUEZ Prodej plynu, which focuses on households) and several costs are not recognized in the tariff. The selling gas to large industrial users and other business customers. Hungarian government is also planning to establish a not-for-profit The gas volumes sold amount to 1.9 TWh. centralized services provider for the supply of gas, electricity and water, and for waste treatment. Italy-Greece

Since the end of 2013, the Renewable Energies Métier has 532-MW ISAB Energy plant was sold. Vado Ligure units 3 and 4, managed two wind farms, for installed capacity of 98 MW. These coal-fired and owned by Tirreno Power, were shut down in March farms are located in Gemenele (Braila region) and Baleni (Galati by order of the court of Savona. The Italian Environment Minister region). The regulatory framework deteriorated over the year, having subsequently suspended authorization to operate these units.

authorities. Due to the challenging context for conventional located mostly in the southern part of the country. GSER also generation, political discussions on a major revision of the supplies electricity to about 1,600 industrial and commercial institutional framework are ongoing. customers. Its subsidiary Distrigaz Sud Retele operates a 18,423 km long distribution network. In July 2014, GSER finalized the purchase The Renewable Energies Métier also manages 157.5 MW of wind of CONGAZ, the third-largest gas distributor and supplier in assets and 5.3 MW of photovoltaic assets. In addition, the Group Romania. CONGAZ supplies gas to 62,835 customers and operates manages 74.5 MW of hydraulic facilities through Tirreno Power. a 921 km long distribution network. GDF SUEZ Energy Romania is The Marketing & Sales Métier sells gas and electricity to different also active in the energy services sector serving 645,000 customers market segments, (residential and business), for a total of through its affiliate Distrigaz Confort, with a focus on maintenance of one million contracts, of which 0.1 million are dual offers (electricity internal installations. Energy Europe is also present in natural gas and gas). storage, mainly through its subsidiary Depomures, which has a total In Greece, Energy Europe is mainly present through two joint working capacity of 300 million cubic meters. ventures with GEK TERNA (Greek private company) in Heron I Romania is in the midst of deregulating electricity and gas prices. and II, for a total capacity of 570 MW. The business line is also The gas price for the industrial (B2B) sector was deregulated in active in the B2B electricity market.

Hungary January 2015. For the residential segment (B2C), the price should 1 be fully deregulated by July 1, 2021. GSER continues to encourage The Energy Europe business line operates in Hungary through the

Energy Europe operates in power generation and energy sales in Romania Italy through GDF SUEZ Energia Italia S.p.A.

The Energy Europe business line is present in Romania via its The Generation Métier directly operates 1,526 MW in Italy (through subsidiary GDF SUEZ Energy Romania SA (GSER), which is majority stakes in thermal assets) and holds a 50% stake in Tirenno responsible for the sale and distribution of natural gas and Power S.p.A, which manages 3,276 MW. Energy Europe also holds expanding its activities in power. 1,100 MW of drawing rights. In 2014, the Group's stake in the a negative impact on the profitability of wind assets. Proposals to restart them under an accelerated authorization procedure are still under discussion between Tirreno Power and the The core activity consists of supplying gas to 1.5 million customers

In Spain, Energy Europe is active in power generation, energy Energy Europe's activities in Portugal are mainly focused on power management, and sales (power, gas & bidding services for third generation and natural gas distribution.

The Generation Métier has an installed net capacity in Spain of 2,406 MW, of which 1,830 MW comes from combined-cycle plants 1,973 MW with two natural gas combined-cycle power plants: and 576 MW from a coal-fired plant. Castelnou Energia (774 MW) and GDF SUEZ Energia Cartagena The Renewable Energies Métier also manages 942 MW from (1,199 MW). The energy of both power plants is sold on the renewable assets (mainly wind) through interests in companies such wholesale market. Since 2014, Energy Europe has operated as Lusovento Holding B.V. and Generg SGPS. hydroelectric (65.1 MW) and solar (1.2 MW) assets, transferred from Additionally to power generation, Energy Europe has natural gas Energy International. distribution activities through a 25.4% stake in Portgás, which Marketing & Sales activity is focused on the industrial market with markets and distributes natural gas and propane in a concession in

3.4 TWh sold in gas and 2.8 TWh in electricity. Northern Portugal.

The main difficulty facing the Spanish electricity system is the tariff deficit. Measures have been taken in recent years to eliminate it.

1.3.2 Energy International business line

The GDF SUEZ Energy International business line is responsible for synergies that will allow cost reductions and achieve scale effects the Group's energy activities outside Europe in operations. Relocation of capital in projects that offer (1). The business line is currently present in 27 countries across five regions worldwide. superior returns. Together with power generation, it is also active in closely linked Optimize assets: Deliver successfully the construction program businesses including downstream LNG, gas distribution, water and achieve operational optimization, always ensuring a safe desalination and energy retail. The business line has a strong working environment for all employees. presence in its markets with 73.9 GW(2) in operation and a significant Explore opportunities for business diversification: Capture growth programme of 10.1 GW(3) of projects under construction as at in new markets and new activities along the energy value chain.

Generating value for the long-term is central to the business model. To achieve this, GDF SUEZ Energy International uses a portfolio The Energy International business line has five key regions: Latin management approach, which involves maintaining a balanced America, North America, UK-Turkey, South Asia, Middle East & portfolio in terms of geographical spread, business activity, Africa (SAMEA) and Asia-Pacific. The business line headquarters are generation fuels, technologies and contract types. This approach based in London and Brussels, with respective regional provides access to multiple opportunities, whilst mitigating risks headquarters in Santiago, Houston, London, Dubai and Bangkok.

the region, and proposes strategic orientations and new Pursue growth in fast growing markets: Strengthen positions in development actions. existing markets and be considered a local player. Capture

Spain Portugal

parties). The Generation Métier has an installed thermal power capacity of

• 1.3.2.1 Role Optimize the value of the portfolio: Pursue a more integrated business model with a "system-play" approach(4). Target
  -
• December 31, 2014. Identify and enter new business opportunities in related business, including decentralized generation and full solutions for clients.

1.3.2.2 Strategy 1.3.2.3 Organizational structure

through diversification. Each region is headed by a Chief Executive Officer (CEO) who is The four main strategic priorities of the business line are: responsible for the financial performance and operational activities in

opportunities in attractive new markets with a mix of The business line follows a matrix organization structure, which technologies, including new opportunities along the energy value provides the regional teams with both the flexibility and the chain. Develop renewable sources of energy where economically responsibility to run and develop their businesses, while the viable. functional support teams ensure direction and consistency, and help optimize synergies across the regions and the Group.

(1) Except the activities in the UK-Turkey region.

• (2) GW and MW always stand for the maximum net technical capacity of the power plants, which corresponds to the gross power less auto consumption. Installed capacity corresponds to 100% of the total capacity of all interests held by GDF SUEZ irrespective of the actual percentage stake of the holding.
• (3) Projects under construction include the projects not yet under construction but for which the company is contractually bound to build or acquire.
• (4) A system-play approach is an approach which seeks to create industrial synergies alongside our investments in power generation through investing in closely linked businesses, such as LNG terminals, gas distribution and energy retail (largely for commercial and industrial customers).

The regions interact with the business line headquarters through six provide supervision, guidance, common methodologies and 1 functional support departments: Strategy & Communications, procedures, suggestions for improvements, as well as knowledge Finance, Business Development Oversight, Legal, HR and and experience gathered from across the organization to the responsibilities of the Chief Operating Officer (Operations, Markets & regional teams. Sales and IT). The functional support managers and their teams

1.3.2.4 Key figures

Millions of euros	2014	2013(1)	Total change (%)
Revenues	13,977	14,393	-2.9%
EBITDA (2)	3,716	4,029	-7.8%

(1) Comparative data at December 31, 2013 restated for the first-time application of accounting consolidation standards (see Note 2 in Section 6.2) and to present SUEZ Environnement as if it were consolidated by the equity method as of January 1, 2013 (see Section 6.1.1.6).

(2) The calculation mehtod for the EBITDA has been changed (see Note 2 in Section 6.2).

		South Asia, Middle
Note (1)	Latin America	North America	UK-Turkey	East & Africa	Asia-Pacific
Capacity in operation (GW)	14.2	13.1	8.2	26.4	12.0
Capacity under construction (GW)	3.3	0.1	0.0	6.8	0.0
Electricity production (TWh)	68.9	48.7	24.2	134.6	65.1
Electricity sales (TWh)	56.2	64.9	30.1	8.7	42.8
Gas sales (TWh)	9.5	31.6	35.2	0	3.7

(1) All information as of December 31, 2014. Installed capacity is consolidated at 100%; sales figures are consolidated according to accounting rules.

1.3.2.5 2014 Highlights

• Latin America Tractebel Energia acquired a 65.5 MW (electricity and steam) sugar cane bagasse cogeneration plant in the State May

• SAMEA GDF SUEZ launched the Initial Public Offerings (IPOs) Latin America GDF SUEZ concluded the sale of a 50% stake to of Al Batinah Power (Sohar 2) and Al Suwadi Power (Barka 3) Marubeni of the GNL del Plata project, currently under plants in Oman. construction in Uruguay.

• UK-Turkey GDF SUEZ acquired 100% of West Coast Energy, a June wind developer based in Mold, North Wales. West Coast Energy Asia-Pacific - GDF SUEZ signed a Concession Agreement for a has become the principal renewable development business of 415 MW power plant in Mongolia. GDF SUEZ in the UK.

February Monica Wind Complex (97 MW), located in the State of Ceara (Northeast of Brazil), near the existing Trairi complex.

North America – GDF SUEZ announced the commissioning of SAMEA – Uch II 381 MW power plant in Pakistan achieved 109 MW of new renewable capacity in Canada, comprising the commercial operation. Located in Pakistan's south-western 99 MW Cape Scott wind farm and the 10 MW Beckwith solar province of Baluchistan, Uch II is an extension of the existing installation. 551 MW Uch I plant.

• of Sao Paulo, Southeast of Brazil. The plant will have its installed Latin America GDF SUEZ announced the inauguration of the capacity increased to 80.5 MW after the retrofit. on-shore storage tank for the GNL Mejillones LNG regasification March terminal in Chile.
  -

July April SAMEA – GDF SUEZ signed the 25-year Power and Water Latin America – Tractebel Energia commissioned the Trairi Wind Purchase Agreement for the Mirfa Independent Water and Power Complex (115 MW) and initiated the construction of the Santa Project in Abu Dhabi (UAE).

-

closing and start of construction for the Safi 2x693 MW been mitigated.

SAMEA – Financial closing achieved for the Mirfa Independent the Resolution 1832 in November 2014:

-

gas and electricity activities in Latin America. GSELA is organized price (PLD) in 2015. Until 2014, cap price adopted was into five countries: Brazil, Chile, Peru, Uruguay and Argentina. It BRL/MWh 822.83.

In Brazil, GSELA's existing power assets and the development of year in 83 years of measurement, with an energy inflow of 81.7% of selected small and medium sized power plants are managed by the long term average. Combined with the new methodology Tractebel Energia (TBLE), the country's largest independent introduced by CNPE-03, this situation led to an unprecedented electricity producer (approximately 7% of Brazil's installed capacity), thermal dispatch to supply the increasing demand. This resulted in which is 68.7% owned by GDF SUEZ. TBLE shares are traded on very high spot prices along the year, reaching in some months the the Brazilian stock exchange. The company operates a total level of the regulatory cap. installed capacity of 8,666 MW.

August Energia Sustentável do Brasil (ESBR) holds the concession contract to build, own and operate the 3,750 MW Jirau hydropower project. North America –Construction began on the 291 km Ramones ESBR is owned by GSELA (40%), Mitsui (20%(1), Eletrosul (20%) and Phase II South pipeline in Mexico, which is a joint venture Chesf (20%). 30-year Power Purchase Agreements (PPAs) have between GDF SUEZ and PEMEX and will have the capacity to deliver 1.4 billion cubic feet of natural gas per day. been signed with distribution companies for the off-take of 73% of the project's 2,185 MW assured energy production. The remaining Latin America – GDF SUEZ signed an agreement to sell its assets assured energy will be sold to the shareholders GSELA, Eletrosul in Panama and Costa Rica to Celsia, a Colombian company. The and CHESF(2). At the end of 2014, the project had started sale was finalized in December. commercial operation of the 22nd unit, bringing the total installed September capacity connected to the national grid to 1,650 MW. In line with the prevailing business model, GDF SUEZ stake in Jirau will be SAMEA – GDF SUEZ and its partners Nareva Holding (Morocco) transferred to Tractebel Energia when main development risks have and Mitsui (Japan) announced the achievement of financial

ultra-supercritical coal-fired power project in Morocco. On the regulatory side, the most important recent measures were October the release of the Provisory Measure 579 in October 2012 (turned into law 12.783/13), the Resolution CNPE 03 in March 2013 and

• Water and Power Project in Abu Dhabi (UAE). law 12.783/13 introduced new rules for the renewal of November hydropower projects and transmission line concessions which expired from 2013. This new regulation has two main elements: Latin America – Tractebel Energia won Power Purchase concession extensions and reduction of energy sector charges. It Agreements for 3 projects (535 MW) in Brazil's New Energy addresses only concessions granted before February 13, 1995; Auction. therefore, it does not materially impact TBLE and ESBR;
• December the Resolution CNPE-03 established changes in the methodology of spot price calculation and on the sharing of the costs linked to SAMEA – GDF SUEZ and its partner Nareva Holding (Morocco) thermoelectric dispatch outside of the merit order, thereby announced the start of full commercial operation for the 301 MW allocating a portion of these costs to generators and traders, Tarfaya wind farm in Morocco. Tarfaya is the largest wind farm while previously these costs were born by end consumers only. built on the African continent to date. This new methodology, which has been deployed since Latin America - GDF SUEZ has been successful in the energy September 2013, is more conservative than the previous one auction in Chile. The Group will lead the construction of the regarding the need for dispatching thermal power plants (with the 375 MW IEM thermal power plant and an associated port, as well consequence of increasing the 'spot' price). During the transition as a transmission line (TEN) that will connect the SIC (central period from April to September 2013, the additional costs electricity system) and the SING (northern electricity system). associated with dispatching thermal power plant were applied to all agents (including generators). The Association of Independent 1.3.2.6 Regional overview Generators filed an injunction to cancel the obligation for its members (independent generators) to support these additional
• costs during the transition period; 1.3.2.6.1 GDF SUEZ Energy Latin America the approval of Resolution 1832 established a new cap GDF SUEZ Energy Latin America (GSELA) manages the Group's (BRL/MWh 388.48) and floor (BRL/MWh 30.26) for energy spot

manages 14,180 MW of capacity in operation and 3,267 MW of After the below average hydrology of 2013, 2014 was again marked capacity under construction. In December 2014, the assets in by poor rainfalls during the wet season (December-April). This poor Central America were sold. hydrology resulted in reduction of water reservoir levels, especially in Brazil the Southeast where most of the demand is located. Based on data from the National System Operator (ONS), 2014 was the 9th driest

(1) Closing of the sale of 20% stake to Mitsui took place in January 2014.

(2) GDF SUEZ will keep 60% stake of the free assured energy of Jirau HPP, while CHESF and Eletrosul will keep 20% stake each.

office for a 4-year term. The energy policy and main guidelines of In Peru, GSELA owns 61.73% of EnerSur, which has an installed the new government were communicated through the "Energy capacity of 1,784 MW and a market share of around 16% in terms Agenda". In this agenda, the government provides a lot of support of energy production. EnerSur shares are traded on the Lima stock to the proposed interconnection between both electrical systems exchange.

SING and SIC, and to the use of natural gas, promoting the idea of Conversion of the 538 MW ChilcaUno thermoelectric power station a third LNG terminal. to a combined cycle plant with capacity of 805 MW was completed in 2012 and the Cold Reserve thermoelectric plant located in Ilo In September 2014, a tax reform was enacted in Chile, ruling a CO2 tax of 5 USD/ton to be paid by all the generators generation units (south of Peru) of 564 MW was completed in 2013. Construction of with a capacity greater than 50 MW. The CO2 tax will start to be a new 110 MW HPP at Quitaracsa is underway. EnerSur also won a charged in 2017, with first payment in the following year. However, bid in December 2013 to build and operate a 500 MW thermal plant for E-CL the impact shall be limited, as most of its Power Purchase in Ilo (Nodo Energetico).

Agreements allow for the pass-through of such cost to its industrial GSELA also has natural gas transmission activities in Peru, with an clients. 8.1% stake in TGP (Transportadora de Gas del Perú), which In December 2014, E-CL was awarded, in a public tender among transports natural gas and associated liquids.

generation companies, the contract to supply electricity to Regulations are based on unbundling of generation, transmission distribution companies in the SIC: 2,016 GWh in 2018 and and distribution activities. These activities have been partially 5,040 GWh per year between 2019-2032. privatized. As a result, all new investments in generation are Such a successful outcome for E-CL will trigger different undertaken by the private sector. Around a third of Peru's investments of approximately US\$1.8 billion over the following four generation is still controlled by state-owned company Electroperú.

E-CL is the leading company in electricity generation in Northern In August, GDF SUEZ announced the sale of all its power Chile, with an installed capacity of 1,999 MW. GSELA owns 52.76% generation assets (500 MW) in Central America (i.e. Panama and of E-CL. E-CL's subsidiary Electroandina operates a port in Costa Rica) to Celsia for a total enterprise value of US\$840 million. Tocopilla and its gas transportation subsidiary Gasoducto The handover between GDF SUEZ and Celsia took place in NorAndino owns a gas pipeline of approximately 1,000 km between December 2014. Chile and Argentina.

GSELA also holds a 63% stake in the Mejillones LNG regasification Uruguay terminal (GNLM). The commercial operation started in June 2010, GSELA made its entry into the Uruguayan market in October 2013 using first a 162,400 m3 March 2014, it is replaced by an onshore LNG storage tank, with a Transfer (BOOT) contract with Gas Sayago SA to provide LNG net capacity of 175,000 m3

been selling natural gas sourced through GNLM to industrial clients Floating Storage and Regasification Unit (FSRU) and a jetty,

, will be reserved by the offtaker Gas Sayago. The company Eólica Monte Redondo, the Group's two main assets are project is currently under construction. the Monte Redondo 48 MW wind farm, and 34.4 MW Laja

- "20/25 Law": to increase the participation of non-conventional engineer during the construction phase.

• the "SIC-SING interconnection" law to enable the government to auction infrastructure.

Peru In March 2014, the government of Mrs. Michelle Bachelet took 1

years, including a 600-km long transmission line project to connect In July 2014, the tender regarding the construction and operation of its power generation units in Mejillones (SING system) with the SIC a new gas pipeline linking the area of domestic production system. This line would become the interconnection between the (Camisea) to the Southern part of Peru was awarded to the SIC and the SING systems (Central and Northern grids). The Chilean consortium constituted by Odebrecht and Enagas. This will allow government, who enacted a law early in 2014 to be able to auction GSELA to convert Nodo Energetico to gas. such interconnection, is currently analyzing the different alternatives.

Chile Central America

(gross capacity) floating storage unit. Since when the Company signed a 15-year Build, Own, Operate and . storage and regasification services in the country. Located close to Since April 2011, Solgas (previously Distrinor – 100% GSELA) has Montevideo, the offshore terminal, GNL del Plata, will comprise a and power plants located in the north of Chile. protected by a 1.5 km breakwater. The entire capacity of the terminal, which will be capable of receiving LNG carriers up to In Chile's Central Electricity Grid, through the wholly owned 218,000 m3

hydropower plant currently under construction. The LNG terminal will have a long-term storage capacity of 263,000 m3 and regasification capacity of 10 Msm3 /day, Important new laws have recently been approved: expandable to 15 Msm3 /day. Tractebel Engineering acts as owner

generating sources, up to 20% by 2025; In March, GDF SUEZ concluded the sale of a 50% stake in GNL del "Concessions and Easements Law": to solve issues related to the Plata to Marubeni. Following this transaction, Marubeni became a negotiation of easements and concessions of transmission lines; and 50/50 partner in the project.

In Argentina, GSELA holds a 64.2% interest in Litoral Gas SA, a gas 1) Think Energy entered the residential market in Pennsylvania; distribution company which has a market share of 12% in terms of 2) GSENA entered into a 1.0 Bcf of LNG purchase agreement volume delivered in the region of Santa Fé and in the Northeast of with Gaz Métro LNG to meet peak 2014-2015 winter demand in the province of Buenos Aires. In addition, it holds a 46.7% interest New England.

The government suspended the application of the pre-existing electricity markets. Over 60% of electricity consumed is delivered regulatory framework through the declaration of a state of economic through one of the ten Independent System Operators (ISOs) or emergency in 2002. This implied a tariff freeze and a reduction of Regional Transmission Organizations (RTOs) that were created to tariffs in dollar terms due to local currency devaluation. Since then, facilitate electricity competition.

1.3.2.6.2 GDF SUEZ Energy North America much as 40% by 2030. A final revised rule is expected in 2015.

Retail electricity and natural gas sales to customers are regulated in GDF SUEZ Energy North America (GSENA) manages the Group's the US by each of the 50 States' public utility commissions. electricity and gas activities in the United States, Canada, Puerto Puerto Rico Rico and Mexico. GSENA operations are organized into five business segments: US power generation, US retail, US natural The activities in Puerto Rico include a 35% stake in the 507 MW gas/LNG, Mexico and Canada. A central portfolio management EcoEléctrica gas-fired plant and in the EcoEléctrica LNG terminal. group optimizes the interface between each business segment. The Mexico business employs 2,300 people.

GSENA has an ownership interest in 13,056 MW of electric power In Mexico, GSENA operates six LDCs that serve more than and cogeneration capacity. Of this capacity, close to 1,000 MW are 400,000 customers through a 6,500 km network and two gas

GSENA's US natural gas/LNG business includes a LNG receiving GSENA also manages three steam-electricity cogeneration plants with a total installed capacity of 279 MW. Output from these power facility and a gas sales business in New England. In the US, the company also markets power to commercial and industrial plants is sold under long-term contracts to industrial clients. customers in 11 States plus the District of Columbia, to small In August, GDF SUEZ, together with its partner PEMEX, announced commercial customers in 6 States, and to residential customers in the start of construction on the Ramones Phase II South pipeline Pennsylvania. In Mexico, the company operates natural gas Local (Ramones II South), a segment of the Ramones natural gas pipeline Distribution Companies (LDCs), gas transmission pipelines and system, which is one of the largest energy infrastructure projects in power plants. The business in Canada is composed primarily of Mexico's history, extending from the Texas border to central utility-scale wind and solar facilities. Mexico.

pipeline project, which is now fully physically interconnected with the North American operations are headquartered in Houston, Texas, Mexican pipeline network. Full commercial operations are and the US business employs over 1,500 people. GSENA owns and anticipated to begin in Q1 2015. operates the Everett terminal just North of Boston, Massachusetts, which has the capacity to deliver approximately 700 million cubic Regulation of the electricity and natural gas markets is the remit of the Comision Reguladora de Energia (Energy Regulatory feet of natural gas per day to the New England market. GSENA Commission), which is also charged with encouraging investment leases over 10.6 billion cubic feet (Bcf) of natural gas storage. The US activities have 11,479 MW of capacity in operation. and promoting competition in electricity and natural gas markets.

Sweeping Energy Reforms voted in 2013 are now being GSENA markets to large commercial and industrial customers implemented. GDF SUEZ and PEMEX signed a Memorandum of under the GDF SUEZ brand and to small commercial and residential Understanding and Cooperation in April 2014 to develop natural gas customers under the Think Energy retail brand. The retail business and other energy projects in Mexico. serves approximately 60,000 customer meters with an estimated peak load of nearly 10,000 MW.

• Argentina In 2014, GSENA achieved the following milestones:
  -
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in Energy Consulting Services (ECS), an electricity and gas sales GSENA's business interests in the US are governed by Federal and and consultancy company. GSELA also holds an interest in State regulations. Interstate wholesale electricity and natural gas Gasoducto Norandino, a gas transmission company with a pipeline markets in the US are regulated by the Federal Energy Regulatory of approximately 1,000 km between Argentina and Chile, which is Commission (FERC). Since 1992, the FERC has issued successive 100% owned by E-CL. regulatory orders to remove barriers to competition in wholesale

very few tariff adjustments have been implemented in the energy The US Environmental Protection Agency proposed a greenhouse sector. gas emissions rule, requiring States to reduce emissions by as

powered by renewable sources. transmission companies operating over 900 km of pipelines.

United States Commissioning is underway on the 80 km Mayakan Extension gas

GSENA's Canadian operations include utility-scale wind and solar medium sized businesses) sector. generation totaling 791 MW. The renewable portfolio operates The UK energy market is a fully liberalized merchant market under within a joint venture set up in 2012 between Mitsui & Co and a regulatory supervision from Ofgem. The UK Government's energy consortium led by Fiera Axium Infrastructure Inc., each holding a policy is focused on encouraging low carbon generation, ensuring 30% interest. GDF SUEZ, the largest shareholder with a 40% security of supply, and consumer affordability. Fundamental to the interest, continues to operate and maintain these assets. The Government's aims is delivery of Electricity Market Reform (EMR) company also owns and operates a 112 MW natural gas-fired which centres around two new instruments: Contract for Difference

Governments. Energy markets across Canada tend towards An Energy Bill providing the framework for these instruments became an Act of Parliament in December 2013. The overall vertically integrated utilities and/or various government owned process continued in 2014 with secondary legislation that corporations (with the exception of Alberta). Government-run addresses the two instruments, followed by the award of the first procurements are a common contracting method and result in CfD Contracts, and the first capacity auction, in which GDF SUEZ long-term PPAs for generation facilities. Currently, Ontario is running secured contracts for 3.2 GW of capacity for the delivery a procurement process for new large renewable facilities with results year 2018/19. The UK electricity market will gradually be expected late 2015.

closed and gas fired generation is increasingly used to provide GDF SUEZ Energy UK-Turkey operates in the UK and Turkey. The essential support to the system. business has a diverse portfolio of 8,228 MW of operational Turkey generation assets, including conventional coal, oil and gas-fired

cycle gas turbine (CCGT) power station, and a 33.3% stake in GDF SUEZ Energy UK-Turkey is one of the major electricity 480 MW Uni-Mar Marmara, a combined cycle gas turbine (CCGT) generators in the UK with a merchant generation fleet of operational power plant. Power generated is sold to TETAS, the national assets with a total capacity of 6,985 MW. electricity offtaker, under long-term PPAs. The region also owns Together with Mitsui (25%), GDF SUEZ (75%) operates power 90% of Turkey's third largest natural gas distributor, IZGAZ, which plants at Rugeley (coal), Saltend (gas), Deeside (gas), First Hydro distributes and markets natural gas to residential, commercial and (pumped storage) and Indian Queens (light fuel oil) as well as the industrial customers in the Kocaeli region. Furthermore, GDF SUEZ trading business. In 2014, GDF SUEZ Energy UK-Turkey agreed to Energy UK-Turkey has also been developing its power trading and sell its 10% stake in the Eggborough power station (coal). The origination activities as well as its retail business in the country. demolition of our 100%-owned Teesside (gas) plant, which was In cooperation with its Japanese partners Mitsubishi Heavy decommissioned in 2013, is ongoing. GDF SUEZ Energy UK-Turkey Industries (MHI) and Itochu, GDF SUEZ has launched a feasibility also holds 50% ownerships of seven wind farms (Barlockhart, study for a nuclear power station to be built near the city of Sinop, Blantyre, Carsington, Craigengelt, Crimp, Flimby, Sober) as well as a based on the ATMEA1 technology developed by MHI and Areva small pipeline of wind projects at various stages of development. (around 4.5 GW). The intergovernmental agreement between the The region has a trading business which trades UK power, UK gas, Turkish and Japanese governments and the agreement between EU carbon, and coal to manage the commodity price exposures the project operators and the Turkish government have been associated with its generation assets and retail market position. approved by the respective authorities and should be ratified by the GDF SUEZ Energy UK is the region's retail business, based in Turkish parliament in 2015. Leeds, with around 11,000 industrial and commercial sites taking Historically Turkey has been a PPA market with a single buyer. electricity and/or gas. In addition to supplying energy, GDF SUEZ However, the Turkish power market is currently going through a Energy UK offers demand-side services and is a growing provider of process of liberalization with the aim of becoming a fully merchant export contracts and Power Purchase Agreements (PPAs). The market. Merchant market trading has been gradually introduced region also has a 30% ownership interest in OPUS, an electricity with daily settlements on the Balancing and Settlements Market

Canada and gas supplier to over 200,000 customers in the SME (small and 1

power plant in Ontario. Feed in Tariffs (CfD FiTs) to incentivize deployment of low carbon technologies, and a Capacity Mechanism to ensure system security. In Canada, energy policy is the jurisdiction of Provincial transformed over the coming years as low carbon technologies are 1.3.2.6.3 GDF SUEZ Energy UK-Turkey increasingly deployed under these incentives, coal generation is

plants, pumped storage and renewables. In addition, it owns a retail With a total generating capacity of 1,243 MW, GDF SUEZ Energy business, gas distribution business and a trading function. UK-Turkey has a presence in two generation assets in Turkey United Kingdom through its 95% stake in the 763 MW Baymina Enerji, a combined

commencing at the end of 2010.

All the assets in Continental Europe that were up to end 2013 part 30% of the share capital of both companies after the IPOs. of GDF SUEZ Energy UK-Turkey region (at the time named GDF SUEZ holds a 20% equity interest in the Mirfa project with the "UK-Europe") have now been transferred to the GDF SUEZ Energy remaining 80% held by Abu Dhabi Water and Electricity Authority Europe business line after the reorganisation of the UK-Turkey (ADWEA). Mirfa IWPP will have a total power capacity of 1,600 MW

In the Gulf Cooperation Council (GCC) countries, GDF SUEZ Energy South Asia SAMEA acts as an asset developer, owner and operator, selling the In Pakistan, in the south-western province of Baluchistan, electricity and water it produces directly to government-owned GDF SUEZ Energy SAMEA holds 100% in Uch I, a 551 MW utilities under long-term P(W)PAs (Power (and Water) Purchase gas-fired facility. The 381 MW gas-fired unit Uch II (100% Agreements). It is the leading private power and water developer in ownership), an extension to Uch I, started commercial operation in the region with total generation capacity of 24,943 MW and 1,053 April 2014. The electricity generated from Uch II is sold through a MIGD (5.5 million m3 and under construction. It is common in the Middle East IP(W)P and Despatch Company, a state-owned utility. (Independent Power (and Water) Producer) business model for All power generated by IPPs in Pakistan is sold under long-term projects to be part owned by the host governments/offtakers PPAs to distribution companies. The end consumer market is not alongside partners. The region conducts the operations of all of the liberalized. Around 50% of generation capacity is held by private plants that it owns, often through an arms-length Operations & IPPs, while the remainder is held by state-owned entities. Maintenance (O&M) contract.

which are stipulated at the tender stage.

• Saudia Arabia: Marafiq, Riyadh PP11, Tihama;
• Africa Bahrain: Al Dur, Al Ezzel, Al Hidd;

The SAMEA region currently has circa 3,632 MW power capacity The Safi 2x693 MW project in Morocco started construction in and 107 MIGD (725,000 m3 in the GCC, in Saudi Arabia (extension of Tihama), Kuwait (Az Zour total construction portfolio on the African continent to 2,492 MW.

Sohar 2 and Barka 3 IPPs in Oman launched their Initial Public produced will be sold to the Office National de l'Electricité et de Offering in May 2014, culminating with their successful listing on the l'Eau Potable (ONEE) under a 30-year Power Purchase Agreement. Muscat Securities Market in June 2014. The founding shareholders GDF SUEZ also concluded a project development agreement with sold these shares to the public to comply with their respective Exxaro for a 600 MW coal-fired power plant in Limpopo province.

Continental Europe GDF SUEZ is the largest shareholder in both companies with circa

region in 2014. and a seawater desalination capacity of 52.5 MIGD (238,665 m3 /day). Commercial operation of the project is expected 1.3.2.6.4 GDF SUEZ Energy South Asia, Middle East & to start on a phased basis between 2016 and 2017. A fully-owned Africa (SAMEA) subsidiary of GDF SUEZ will be responsible for the Operations & Maintenance of the power plant. Middle East

) water/day of desalination capacity in operation 25-year Power Purchase Agreement with the National Transmission

In India, GDF SUEZ has a 86.61% equity share in the Meenakshi The regulatory frameworks in the different countries of the GCC are thermal project in Andhra Pradesh, which comprises 269 MW of similar, with competitive tenders launched by the power authorities operational capacity and 638 MW under construction. In May 2014, calling for private power producers to bid for concessions to build, GDF SUEZ inaugurated its new office in New Delhi, from which it will own and operate plants. The output is then sold by the private continue to develop further opportunities for GDF SUEZ Energy producer to a public utility under long-term contracts, the terms of International.

The power sector in India is liberalized, with various offtake GDF SUEZ Energy SAMEA has ownership interests in the following arrangements (long-term PPAs, short-term bilateral contracts and natural gas-fired power and water producing plants in the GCC: spot trading) all possible.

The region started construction of three independent power Qatar: Ras Laffan B, Ras Laffan C; projects in 2013 with a total production capacity of 1.4 GW: in UAE: Fujairah F2, Al Taweelah A1, Shuweihat S1, Shuweihat S2, Morocco, the 301 MW Tarfaya wind farm, in South Africa, the Umm Al Nar, Mirfa; 1,012 MW open-cycle turbine power plants (peakers) and the Oman: Al Kamil, Al Rusail, Barka 2, Barka 3, Sohar 1, Sohar 2; 94 MW West Coast 1 wind farm. Tarfaya reached full commercial Kuwait: Az Zour North. operation in December 2014.

/day) water capacity under construction October 2014 after achieving financial close, bringing GDF SUEZ's North IWPP) and the UAE (Mirfa IWPP). Following completion of the plant, expected in 2018, the electricity

obligations in the Project Founders Agreements signed with In terms of regulation, a single buyer model, whereby output is sold government owned Electricity Holding Company (EHC) in 2010. by the private producer to a public utility under long-term contracts, has been adopted in Morocco and South Africa.

The Australian business is focused on a diverse portfolio of The (former) Australian Government's "Clean Energy Future" generation assets operating in the National Electricity Market (NEM) greenhouse gas emissions reduction scheme commenced in that serves 90% of the Australian population and demand, resident July 2012, committing it to a medium-term national target of reducing in the eastern states. The portfolio also includes a co-generation emissions significantly. In September 2013, a new government was asset in the separate South Western Integrated System (SWIS) elected and has repealed Carbon Legislation in July 2014. market that serves Western Australia. It also has a retail business Indonesia called "Simply Energy" in the NEM, serving electricity and gas accounts in the domestic, small to medium enterprise and large GDF SUEZ Energy Asia-Pacific holds a 40.5% stake in Paiton 3 & 7/8,

Java. A PPA is in place for both Paiton 7/8 and Paiton 3 up to 2042. GDF SUEZ Australian Energy is an important participant in the NEM. It predominantly produces wholesale electricity and is focused on In cooperation with PT Supreme Energy, the business is also delivery of value through optimal participation of its assets in the developing three geothermal projects in Sumatra (Muara Laboh, relevant Australian electricity, gas and renewable energy markets, Rantau Dedap and Rajabasa). exploration of potential synergies with other GDF SUEZ businesses State owned incumbent PLN has the monopoly on transmission in Australia, and opportunistic growth of its generation and retail and distribution systems. Since the mid-1990s IPPs have been portfolios, including renewables. In 2013, Mitsui acquired from allowed to operate in Indonesia and they now operate 16% of the GDF SUEZ Australian Energy a 28% stake in all its assets (except existing generating capacity. The end-user market is not liberalized. Loy Yang B and Kwinana – where Mitsui already owned 30%). The In December 2009, the "Crash 2 program" for 10,000 MW of new portfolio of GDF SUEZ Australian Energy: generation capacity was launched. This program stipulated that

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introduced in Victoria. The level of private and state-owned energy Thailand & Laos infrastructure varies between states. Under the Competition The Glow Group, in which GDF SUEZ Energy Asia-Pacific holds a Principles Agreement, between state and federal governments, majority interest (69.1%), is listed on the Stock Exchange of publicly owned businesses in competitive markets are treated in a Thailand. It is a major participant in the Thai energy market with a manner intended to ensure competitive neutrality between public combined installed capacity in Thailand and Laos of 3,195 MW. The and private energy businesses. New South Wales has started to Glow Group generates and supplies electricity to the Electricity privatize its generation assets. Generating Authority of Thailand (EGAT) under Thailand's SPP

The NEM is a deregulated merchant wholesale market serving the (Small Power Producer) and IPP (Independent Power Producer) interconnected eastern states of Australia, in operation since 1998. programs, in addition to supplying electricity, steam, industrial water It is a near real-time, energy-only, gross pool, spot market with no and services to large industrial customers principally located in the capacity payments. Up to 48 GW of installed generation capacity is Map Ta Phut industrial Estate, Rayong Province.

Gas markets exist in each of the eastern states except Tasmania, distributor of natural gas to industrial customers in the Bangkok region. and are less developed than the electricity market.

1.3.2.6.5 GDF SUEZ Energy Asia-Pacific The Wholesale Electricity Market (WEM) for the SWIS commenced 1 operation in September 2006. The WEM operates in the south-west GDF SUEZ Energy Asia-Pacific has strongholds in Australia, region of Western Australia, the location of most of that state's Indonesia, Singapore and Thailand. Its businesses in Asia-Pacific population (estimated at just over 2 million). The SWIS has a include the construction and operation of power plants, natural gas summer peak demand of approximately 4,000 MW. The WEM distribution systems and retail activities. market structure is a net bilateral structure and has separate Australia capacity and energy mechanisms.

commercial and industrial customer segments. with a total of 2,035 MW coal-fired capacity, located on the island of

generating assets in South Australia: 921 MW; 50% of this new capacity is to come from IPPs and 50% from PLN, generating assets in Victoria: 2,507 MW; and that 5,340 MW of the new capacity will come from renewable generating assets in Western Australia: 123 MW; resources. In 2014, the new Jokowi administration has set a target to develop 35,000 MW of new generating capacity by 2019 out of retail customers Simply Energy: over 500,000. which 15,000 MW will be developed by PLN and 20,000 MW will be Australian energy markets have been progressively liberalized since built by IPPs. the mid-1990s, when the first wholesale electricity market was

dispatched on a five-minute basis over five states. GDF SUEZ Energy Asia-Pacific also owns a 40% stake in PTT NGD, a

State-owned EGAT is the main entity in the electricity sector. Until an approximate 25% market share. Senoko Energy owns and liberalization of the sector, EGAT generated around 95% of operates a unique portfolio of power generation assets with a Thailand's power. It now accounts for about 50% of generation combined capacity of 3,201 MW. capacity while the rest is accounted for by the non-government In 2001, the electricity generation and retail markets were separated sector comprising IPPs, SPPs and imports from Laos and Malaysia. from the natural monopoly existing in the electricity transmission IPPs in Thailand sell the energy that they produce to EGAT under market. The National Electricity Market of Singapore (NEMS) was long-term contracts, the terms of which are stipulated at the IPP established in 2003: generation companies compete to sell tender stage. In industrial parks private generation companies can electricity every 30 minutes, while electricity retailers buy electricity

sell electricity to local customers. from the NEMS and offer packages to sell electricity to eligible Singapore consumers. In 2004, in order to promote efficiency and competition in the electricity market, vesting contracts were introduced whereby GDF SUEZ Energy Asia-Pacific holds a 30% stake in Senoko generation companies are committed to sell a specified amount of Energy, one of the three largest power generators in Singapore, with electricity at a specified price.

1.3.3 Global Gas & LNG business line

1.3.3.1 Role

- the business line embodies and manages the Group's overall markets and to increase its reserves;

• it operates exploration as well as production (gas and oil) assets value chain; and LNG commercial and physical assets. As such, it contributes to optimize the value of its assets. to supplying the Group in terms of natural gas and LNG. 1.3.3.3 Organization Furthermore, it manages the Group's operational and commercial expertise in upstream gas activities.
• to put the upstream gas businesses in a position to support supply of the Group's existing and potential downstream markets, including power generation;
• The Global Gas & LNG business line manages the Group's to manage and consolidate the Group's positions in exploration upstream gas and & LNG activities. Its roles are defined as follows: and production in Europe, to reinforce development on new
  • ambitions in the field of natural gas and LNG, and as such plays a to develop, secure, diversify and ensure the competitiveness of the coordinating role in the gas value chain within the Group; Group's LNG supply portfolio in order to meet its customers' needs;
  • it develops activities in the field of engineering and services related to consolidate GDF SUEZ's international leadership in LNG by to the containment required for LNG transportation and storage; leveraging the Group's expertise in every segment of the LNG
    -

The Global Gas and LNG business line is structured in three entities: GDF SUEZ Exploration & Production (E&P), GDF SUEZ LNG and GTT.

1.3.3.2 Strategy

The Global Gas & LNG business line plays a major role in the Group's strategy of gas chain integration. Its main objectives are therefore:

1.3.3.4 Key figures

In millions of euros	2014	2013(1)	Gross change (in %)
Business line revenues	9,551	8,404	+13.6%
Revenue contribution to Group	6,883	5,644	+22.0%
EBITDA (2)	2,225	2,028	+9.7%

(1) Comparative data as at December 31, 2013, restated to reflect the entry into application of the standards on consolidation (see Note 2 in Section 6.2), and to present SUEZ Environnement as if it were consolidated at equity as of January 1, 2013 (see Section 6.1.1.6).

(2) The calculation method for the EBITDA has been changed (see Note 2 in Section 6.2).

Key figures 2014: June 1

January August

- the southern part of the North Sea. the Final Investment Decision (FID).

• Cameron LNG received from the Department of Energy GTT technology was chosen by Samsung Heavy Industries (SHI)
• was set at €46, giving a market capitalization of around propylene. €1.7 billion. The offering was very popular among both French October and international institutional investors as well as retail investors in
• GDF SUEZ E&P Nederland launched production at the Q13a-A terminal project.

March

• An agreement was signed in Taipei between GDF SUEZ and December LNG a year for 20 years. Coast to its partners on the CI-27 block.
• GTT received its first order for an icebreaking tanker to enable 1.3.3.6 Description of activities LNG to be transported across the Arctic Ocean. The tanker will be built at the Daewoo Shipbuilding & Marine Engineering shipyard. More orders for icebreaking tankers followed during the 1.3.3.6.1 GDF SUEZ E&P year.

Role April

• Cameron LNG project: Publication of the final environmental diversified, balanced and profitable reserves. impact study by the US Federal Energy Regulatory Commission.

• Statoil and GDF SUEZ E&P Norge started production from the Principal key indicators

• First LNG cargo delivered by BW GDF SUEZ Boston to the Bahia Malaysia and Brazil.

• An agreement was signed in Paris between GDF SUEZ and results: Tohoku of Japan for the sale of 270,000 metric tons of LNG a operations in 17 countries; year for 20 years.
• 346 exploration and/or production licenses held (of which 56% GDF SUEZ E&P UK installed the Alpha well-head platform at the are operated by the Group); Cygnus gas field in the southern part of the North Sea.

• hydrocarbon production sold: 55.5 Mboe; The US Federal Energy Regulatory Commission granted final reserves as of December 31, 2014: 758.8 Mboe. authorization for construction and operation on the Cameron LNG project.

• 1.3.3.5 2014 highlights A global framework agreement for the development of LNG bunkering was signed with NYK and Mitsubishi.

• GDF SUEZ E&P UK started production from the Juliet gas field in GDF SUEZ and its partners in the Cameron LNG project made

• Development of the Jangkrik project in Indonesia was approved GDF SUEZ E&P International signed an agreement with ENI to by the all the partners. acquire 20% of the Arguni exploration license in Indonesia.

February September

conditional authorization to export LNG to countries that do not for the first high-capacity ethane tankers. An Asian group ordered have free trade agreements with the United States ("non-FTA six ships, four of which are scheduled for delivery by the end of countries"). 2016, with the remaining two arriving in 2017. These new GTT launched its IPO on the Euronext Paris regulated market, "multi-gas" ships will be designed to transport ethane, as well as with 41.84% of its share capital floated. The price of the shares other types of gas in liquid form, such as propane, butane and

• France. The foundation stone was laid for the Cameron LNG liquefaction
• platform (Amstel field) on the Dutch continental shelf. GDF SUEZ E&P UK and BP announced the discovery of Marconi in the central North Sea.

Taiwan's CPC Corporation for the sale of 800,000 metric tons of GDF SUEZ E&P International sold its ENERCI company in Ivory

Development of natural gas and hydrocarbons' production of GDF SUEZ carried out its first transshipment operation at the GDF SUEZ is a key activity in the Group's integration throughout the terminal in Montoir-de-Bretagne on a cargo of 165,000 m3 between gas value chain. It supports the Group's international growth, the Grace Dahlia and Grace Barleria vessels. particularly in high-growth regions, and gives access to a portfolio of

Gudrun gas field in the Norwegian part of the North Sea. Europe and North Africa are still the core areas of the Group's exploration and production business. However, the Group has been May stepping up its international expansion, particularly in Indonesia,

Blanca regasification terminal in Argentina. As of December 31, 2014, the Group published the following

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• proven and probable (2P) reserves of 758.8 million barrels oil GDF SUEZ E&P International signed concession contracts for six equivalent (Mboe), of which 75% is natural gas and 25% liquid exploration blocks in the Recôncavo Basin in Brazil. hydrocarbons;
  • production of 55.5 Mboe, of which 67% is natural gas and 33% liquid hydrocarbons.

Legal framework of the Exploration & Production activities matters such as the adoption of a development plan, major The Group conducts its exploration and production activities investments, and budgets. Only companies approved by local through its subsidiary GDF SUEZ E&P International SA, in which it public authorities can be selected as operators. holds a 70% stake (with the remaining 30% held indirectly by the Proven and probable (2P) reserves China Investment Corporation), and the company's subsidiaries In 2014, 18 exploration wells were drilled, 10 of which were (fully owned), which together constitute the GDF SUEZ E&P successful. The resources thus proven will contribute to reserves in Business Unit, within the framework of licenses, concessions or the future. production-sharing contracts drawn up with the public authorities or The tables below show all of the Group's proven and probable (2P) national companies of the countries involved. Under current reserves (including developed and undeveloped reserves(1) and their partnership contracts, one of the parties is generally designated as geographical distribution. operator, meaning that it is responsible for conducting daily

Activities of GDF SUEZ E&P operations, with the other parties' approval required for important

DEVELOPMENT OF THE GROUP'S RESERVES(2)

	2014			2013			2012
Mboe	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro carbons	Total
Reserves as of December 31, N-1	609.9	188.9	798.8	642.6	192.9	835.5	583.9	204.8	788.8
Revision + discoveries	25.9	14.7	40.5	2.9	12.3	15.2	95.7	6.9	102.6
Assets bought and sold	-27.0	1.9	-25.0	0.0	0.0	0.0	-0.2	-0.8	-1.0
Production sales	-37.2	-18.3	-55.5	-35.6	-16.4	-51.9	-36.9	-18.0	-54.9
Reserves as of December 31	571.6	187.2	758.8	609.9	188.9	798.8	642.6	192.9	835.5

CHANGES IN THE GROUP'S RESERVES BY COUNTRY

	2014			2013			2012
Mboe	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro carbons	Total
Germany	30.6	64.5	95.1	41.9	63.5	105.4	51.7	61.1	112.8
Norway	206.6	107.4	314.0	203.8	108.0	311.8	209.6	111.7	321.2
United Kingdom	46.6	1.0	47.6	56.3	1.2	57.4	59.5	1.8	61.3
Netherlands	75.1	6.4	81.4	76.5	6.7	83.2	85.1	7.2	92.3
Other(1)	212.8	8.0	220.7	231.4	9.6	241.1	236.7	11.2	247.9
TOTAL	571.6	187.2	758.8	609.9	188.9	798.8	642.6	192.9	835.5
Change	-6%	-1%	-5%

(1) "Other" covers Algeria, Ivory Coast, the Gulf of Mexico, Egypt and Indonesia.

(2) As amounts are rounded by the database, there may be insignificant variances between line-items and totals.

⁽¹⁾ Developed reserves are those that can be produced from existing facilities. Undeveloped reserves are those needing new wells, new facilities or significant additional investments, starting from existing facilities, such as a compression unit.

As of December 31, 2014, GDF SUEZ's 2P reserves of liquid Each year, a proportion of approximately one-third of the reserves is 1 hydrocarbons and natural gas ("entitlement"(1)) were 758.8 Mboe, evaluated independently by a specialist consulting firm (DeGolyer compared with 799 Mboe in 2013. Gas accounts for 75% of these and MacNaughton this year). reserves, which represent a volume of 572 Mboe, or 91 billion cubic To estimate its 2P reserves, the Group uses the "SPE PRMS"

For those fields that are operated under a production-sharing World Petroleum Congress (WPC). contract, the "tax barrels" reserves have been recognized in The 2P reserves replacement ratio for a given period is defined as accordance with the Society of Petroleum Engineers (SPE) rules for the ratio of additions of 2P reserves for the period (discoveries, net recognizing 2P reserves. These "tax barrels" reserves correspond to acquisitions and revisions of reserves) to production for the period. the taxes paid on behalf of GDF SUEZ E&P by its partners, the The 2P reserves replacement ratio for GDF SUEZ E&P was 144%

The Group's share in 2P reserves for the fields in which it is a 82% over the 2012-2014 period. partner (working interest reserves(2)) was 922 Mboe at the end of 2014 compared to 962 Mboe at the end of 2013. Production

meters. classification, based on the common definitions of the SPE and the

national oil companies, to the authorities of the respective countries. over the 2010-2012 period, 90% over the 2011-2013 period, and

During the fiscal year ended on December 31, 2014, the gas and liquid hydrocarbons production sold by GDF SUEZ E&P was 55.5 Mboe.

The table below sets out GDF SUEZ E&P's production, including the share from companies consolidated by the equity method, by country.

CHANGE IN GROUP PRODUCTION BY COUNTRY - NATURAL GAS AND LIQUID HYDROCARBONS

		2014			2013			2012
Mboe	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro- carbons	Total	Natural gas	Liquid hydro carbons	Total
Germany	4.2	2.8	7.0	4.8	3.1	7.9	5.4	3.3	8.7
Norway	14.5	13.3	27.7	12.0	12.3	24.3	11.7	13.6	25.4
United Kingdom	3.3	0.2	3.4	1.7	0.1	1.7	1.6	0.1	1.7
Netherlands	13.7	1.7	15.3	15.5	0.5	16.0	16.3	0.4	16.7
Other(1)	1.6	0.4	2.0	1.6	0.4	2.0	1.8	0.6	2.4
TOTAL	37.2	18.3	55.5	35.6	16.4	51.9	36.9	18.0	54.9

(1) "Other" covers the Ivory Coast, the Gulf of Mexico and Egypt.

France

The Head Office of the exploration & production activity directs and was 314 Mboe of 2P reserves as of December 31, 2014 (including controls the operational activities of the affiliates and New Assets. approximately 66% in the form of natural gas). The Group holds an exploration license in France. In 2014, the F-West wells were successfully drilled.

GDF SUEZ E&P Norge owns a stake in 16 oil and natural gas fields for unconventional gas. off the coast of Norway, including 8 in production, its share of which

Activity in affiliates United Kingdom (GDF SUEZ E&P UK)

At the end of 2014, the Group held stakes in 25 fields in the UK Germany (GDF SUEZ E&P Deutschland) North Sea, of which 10 were in production. As of December 31, As of December 31, 2014, the Group owned a stake in 54 oil and 2014, the share of 2P reserves held by the Group in these fields natural gas fields in Germany, including 49 in production, with 2P represented 48 Mboe (98% of which was in the form of natural gas). reserves of 95 Mboe at December 31, 2014 (including

approximately 32% in the form of natural gas). In the United Kingdom, the Group drilled 3 exploration wells with proven hydrocarbons in 2014 and took part in exploration projects Norway (GDF SUEZ E&P Norge)

• (1) Unless otherwise specified, the references made to 2P reserves and production must be understood as GDF SUEZ E&P's stake in these reserves and production (net of all license charges taken in kind by third parties in the form of crude oil or natural gas (entitlement)). These references include the total of these net 2P oil, gas and other hydrocarbon reserves estimated as being extractable for the remaining duration of the licenses, concessions and production-sharing agreements. GDF SUEZ holds 70% of interest in EPI which it consolidates by the full consolidation method.
• (2) Under a production-sharing agreement, part of the hydrocarbons produced is returned directly in kind to the Government. These volumes are not recognized as 2P reserves and are therefore less than the reserves calculated on the basis of the percentage interests held (working interest reserves).

zone, of which 45 are in production. As of December 31, 2014, the contracts.

Egypt (GDF SUEZ Exploration Egypt) Norway).

The Group holds stakes in 4 concessions in Egypt, 2 of which are in production. The Group operates 2 concessions in exploration. In 1.3.3.6.2 GDF SUEZ LNG 2014, 2 exploration wells found hydrocarbons.

Role Australia (GDF SUEZ Bonaparte)

production and purchase contracts with producers). (40%) announced in June that with regard to the Bonaparte LNG project alternative solutions to floating liquefaction would be studied Supplying GDF SUEZ's various entities and customers with LNG,

contracts. Other countries

Subsequently, the key contracts (EPC contracts – engineering, contracts through physical and financial optimization of the procurement, construction – and a drilling rig contract) were signed contracts and the tanker fleet. in the first quarter. GDF SUEZ has also acquired 20% of the Arguni The Group's positions in LNG exploration license (under finalisation). GDF SUEZ E&P International A portfolio of 16.4 million metric tons per year of long-term supply decided to withdraw from Block 7, its last asset in Mauritania, and contracts from six countries. from its 2 licenses in Greenland (Blocks 5 and 8 in Baffin Bay). And from its last license in Gulf of Mexico (USA). These withdrawals were Regasification capacity in six countries.

Description of the LNG activities in the Group The Ivory Coast assets, including the Foxtrot field, were also sold in 2014.

GDF SUEZ E&P produced a total of 63 TWh of natural gas in 2014. production). Around one-quarter is marketed through other Group entities (GDF SUEZ Gas Supplies, GDF SUEZ LNG, and GDF SUEZ LNG supply and positions in liquefaction

The Netherlands (GDF SUEZ E&P Nederland) Sales to other Group entities also come in the form of long-term The Group has stakes in 55 fields in the Dutch exclusive economic contracts at arm's length conditions, similar to third-party supply

share of 2P reserves held by the Group in these fields represented The remaining production is sold directly to third parties, mostly 81 Mboe (92% of which was in the form of natural gas). under long-term contracts (e.g. in the Netherlands or Germany), or In 2014, two exploration wells discovered additional volumes. annual contracts obtained after government tenders (e.g. gas from

• GDF SUEZ, as operator (60%), and Australian company Santos Developing and diversifying the LNG supply portfolio (LNG
• for the development of the Petrel, Tern and Frigate gas fields. through the management of supply and vessel chartering
• The Jangkrik project in Indonesia entered into execution in February. Increasing the value of the portfolio of LNG purchase and sale

-

• in progress on Decembrer 31, 2014. A fleet of 14 ships (1) including two LNG regasification vessels.

GDF SUEZ's recognized expertise over the entire LNG value chain, In Algeria, all EPC (engineering, procurement, construction) from production to imports and marketing, including LNG terminal contracts for the Touat project were signed. In 2014, 11 production operation and maritime shipping, enables it to take advantage of the wells were drilled. strong growth of the LNG market.

In total, excluding Europe and withdrawals In progress, the Group LNG gives the Group access to new natural gas resources and holds stakes in 27 licenses, in Algeria, Australia, Azerbaijan, Brazil, helps it diversify and secure its supply. It also enables the Group to Egypt, Indonesia, Libya, Malaysia and Qatar. As of December 31, develop new markets and to rationalize management of its gas 2014, the share of 2P reserves held by the Group in these licenses supply portfolio. The LNG business is being developed in represented 221 Mboe, some 96% of which was in the form of gas. coordination with the Group's upstream (exploration & production) Gas marketing and downstream activities (natural gas supply and power

Trading). GDF SUEZ buys LNG under long-term (15-20 years) and medium-term (1-5 years) supply contracts. The Group also purchases spot LNG cargoes. The Group's contractual annual long-term commitments are as follows (as of December 31, 2014):

⁽¹⁾ At the end of December 2014.

	(4) Annual LT commitment
	In millions metric tons of LNG per annum (Mtpa)	TWh equivalent	GDF SUEZ's stake in liquefaction plants
Algeria (DES(1) for a portion of volumes)	6.8	102	-
Egypt	3.7	55	5% of Idku train 1
Nigeria (DES contract(1))	0.4	6	-
Norway (12% stake connected to the Snøhvit deposit)	0.5	7	12% of the Melkøya plant
Trinidad and Tobago(2)	2.0	30	-
Yemen	2.6	39	-
Shell (LT agreement from 2014 – DES(1) contract)	0.4	6	-
TOTAL (2014)	16.4	245
United States	4(3)	60	16.6% of the Cameron LNG plant (Louisiana)

(1) Delivered ex-ship. The vendor unloads LNG cargos directly at the customer's regasification terminal.

(2) The contract with Trinidad and Tobago is handled contractually by GDF SUEZ Energy North America.

(3) LNG production will start in 2018.

(4) Contractual nominal quantities.

To strengthen its diversification and security of supply, GDF SUEZ GDF SUEZ LNG is also positioned in the Asian LNG markets LNG is also involved in the development of liquefaction plant undergoing high growth, with the signing of several sale contracts, projects: including:

• a liquefaction plant in the United States: in May 2013, GDF SUEZ Long-term gas contracts: signed an agreement to create a joint venture with Sempra a contract for the sale of 0.8 million metric tons of LNG a year to Energy, Mitsubishi and Mitsui to develop, finance and build the the Taiwanese company CPC from 2018 for a period of 20 years, natural gas liquefaction plant of Cameron LNG at the Cameron provided by the Cameron LNG liquefaction plant; LNG terminal in Louisiana. This agreement will give GDF SUEZ a contract for the sale of 0.3 million metric tons of LNG a year to access to an annual liquefaction capacity of 4 million metric tons the Japanese company Tohoku Electric Power from 2018 for a from 2018. The foundation stone for the project was laid in period of 20 years, provided by the Cameron LNG liquefaction October 2014; plant; a liquefaction plant in Cameroon: the project, in cooperation with medium-term contracts: Société Nationale des Hydrocarbures, comprises construction of
• metric tons, located near Kribi and supplied by a national South Korean company Kogas between 2013 and 2014; transmission network connecting it with Cameroon's offshore a contract for the sale of 2.6 million metric tons of LNG to the
• the Group announced in June 2014 that the Bonaparte LNG a contract for the sale of 2.5 million metric tons of LNG to the project in Australia (60% owned by GDF SUEZ and 40% by Malaysian company Petronas between 2012 and 2014; Santos) would not proceed to the advanced engineering phase a contract for the sale of 0.8 million metric tons of LNG to the this year as previously planned. A study of alternatives to floating Indian company GAIL between 2013 and 2014; liquefaction for the recovery of reserves was undertaken in order

LNG destination and positions in regasification 2017; and

In 2014, LNG deliveries were made mainly in Europe and Asia, as Japanese company Chubu Electric between 2015 and 2017. well as in North and South America.

The Group has access to regasification capacity in six countries: France, the United Kingdom, Belgium, the United States, Chile and Puerto Rico.

In India in April 2012, GDF SUEZ was selected as a strategic partner of the Andhra Pradesh Gas Distribution Corporation (APGDC) for the development of a floating import LNG terminal. With a capacity of 3.5 Mtpa, the terminal will be located on the east coast of India. GDF SUEZ would have a stake in the terminal with access to regasification capacity. Shell joined this project in July 2014.

-

• a liquefaction plant with a maximum annual capacity of 3.5 million a contract for the sale of 1.6 million metric tons of LNG to the
• natural gas fields; Chinese company CNOOC between 2013 and 2016;
  -
  -
• to maximize the value of these reserves. a contract for the sale of 0.8 million metric tons of LNG to the Japanese company Tohoku Electric Power between 2014 and
• terminals an agreement for the sale of 1.2 million metric tons of LNG to the

, between 2008 and December 30, 2014; its long-term commitments and its one-time opportunities. The chartering terms vary from a few days to 20 years or more. At the GTT employs more than 380 staff, two-thirds of whom are engineers. end of 2014, the GDF SUEZ fleet included 14 LNG carriers:

• 3 ships owned by the Group: Matthew (126,540 m Activities ³ ), Provalys (154,500 m3 ), GDF SUEZ Global Energy (74,130 m3
• 2 ships of which the Group is a co-owner: Gaselys (154,500 m3

In maritime transport, GDF SUEZ also has an 80% stake in shipping protected by thermal insulation that maintains the LNG at cryogenic management company GAZOCEAN (the other 20% stake is held by temperature (-162°Celsius at atmospheric pressure). As the LNG is Japanese shipping company NYK), and a 40% stake in contained by a thin metal lining, this double membrane complies Gaztransport & Technigaz (GTT). with regulatory requirements.

- provide the LNG industry with containment systems designed by irrespective of whether they enter into a licensing agreement.

• classification companies in the maritime domain. adapt its technologies to promote new outlets for LNG, including

the order backlog contains more than 100 orders (LNG tankers, ethane tankers, FLNG(1), FSRU(2), land storage tanks);

• Maritime transport GTT is the leader in its sector, representing more than 80% of global orders for LNG tankers, and the only three FLNG orders GDF SUEZ uses a fleet of LNG vessels that it adapts in size to meet over 50,000 m3
  -

); GTT has developed tried and tested technologies over the past , 50 years. It is the only company that markets "membrane" owned by the NYK Group and GDF SUEZ) and BW GDF SUEZ containment technologies for ships with general approval for Boston (owned by the BW Gas Group and GDF SUEZ); and application on vessels. Applied to LNG tankers, these technologies 9 other ships chartered from other shipping companies. allow for LNG to be transported in bulk in the ship, as the hull is

GTT's two main technologies whose implementation is 1.3.3.6.3 GTT (Gaztransport & Technigaz) comprehensively controlled, Mark III and NO 96, are well-known for Role their excellence and reliability. They are protected by patents. These technologies, and developments in them, are mainly used on GTT is the world leader in the design of cryogenic membrane tankers for LNG transportation. Meanwhile, thanks to long-term containment systems used in the shipping industry for LNG investments in research and development relating to its traditional transportation. GTT has more than 50 years of experience in its technologies, GTT has developed new applications, particularly for field. floating units (FSRU and FLNG), and land storage tanks.

GTT operates in five sectors: LNG carriers, FLNG (floating GTT's customers can access its technologies by implementing production, storage and unloading units for LNG), FSRU (floating licensing agreements that provide them with protected rights to the storage and regasification units for LNG), land storage tanks and technologies as well as the know-how of GTT, which supports its solutions for LNG use as fuel. customers throughout their construction projects.

GTT aims to: GTT also provides its customers with engineering services

the company that enable the safe and reliable bulk transportation Lastly, GTT provides ad hoc services that include training, and storage of LNG; maintenance assistance, certification assistance and execution of provide engineering, consultancy, training, maintenance technical studies. assistance and execution of technical studies at every stage of

the LNG chain; and GTT's technologies have long been accepted and endorsed by the

by helping to develop LNG as a fuel for ships, and the The company, which has been ISO-9001-certified since transportation of LNG by sea or river in small or mid-sized December 2010, is now focused on fine-tuning its quality vessels. management system so that it can continue consistently meet the quality standards required by its customers supporting growth. Principal key indicators

Nearly all of the Company's customers are in Asia (mainly China and As at December 31, 2014: South Korea).

(1) Floating LNG production, storage and unloading units.

(2) Floating LNG storage and regasification units.

1.3.4 Infrastructures business line

The Infrastructures business line combines in a coherent body the The Infrastructures business line and its subsidiaries aim to promote Group's gas infrastructures in France, through four specialized the development of their long-term activities by strengthening the subsidiaries in transmission, storage, LNG terminals and distribution position of natural gas in the French energy mix, and by seeking activities. To achieve overall optimization, a number of foreign new sources of growth in France and internationally. infrastructure management subsidiaries (in Germany and the UK) Their strategic reflections also aim to adapt the offer from

The combined positions of these subsidiaries and stakes make the restrictions, uncertainty and opportunities. GDF SUEZ Group the leading European player in the gas Finally, they seek to combine day-to-day professional excellence

Its business model guarantees it stable, recurring revenues and and economic efficiency. cash flow that contribute effectively to the financial stability of the 1.3.4.3 Organization GDF SUEZ Group.

1.3.4.1 Role 1.3.4.2 Strategy

also report to it. subsidiaries in the short-term, given the situation marked by

infrastructures sector. (safety of property and persons and continuity of customer supply)

The organization of activities within the Infrastructures business line is based on four independent subsidiaries which are all incorporated as French sociétés anonymes. In France, each of them operates, markets and develops facilities directly under their own responsibility: Storengy for its storage sites, Elengy for its LNG terminals at Montoir-de-Bretagne and Fos Tonkin, GrDF for its distribution network, and GRTgaz for its transmission network (pipelines and in-line compression stations).

In addition, three of them carry the Group's investment stakes in Europe:

• GDF SUEZ storage subsidiaries in Germany and the UK are attached to Storengy;
• Megal and GRTgaz Deutschland in Germany are attached to GRTgaz;
• Elengy, the majority shareholder of Société du Terminal Méthanier de Fos Cavaou (Fosmax LNG), operates the terminal.

In accordance with the Energy Code, GRTgaz owns the assets necessary to accomplish its missions. The commercial and financial agreements and service provision contracts between GRTgaz and GDF SUEZ or its subsidiaries are strictly regulated (cf. Articles L. 111-17 and L. 111-18 of the Energy Code). Some are subject to prior authorization from the Energy Regulatory Commission (CRE). In particular, provision of services by the "vertically integrated undertaking" to GRTgaz (cf. article L. 111-10 of the Energy Code) must be strictly necessary to GRTgaz's activity for the purpose of ensuring the gas system's balance, security and safety.

1.3.4.4 Key figures

In millions of euros	2014	2013(1)	Total change (in %)
Business line revenues	6,812	6,775	+0.5%
Revenue contribution to Group	2,994	2,557	+17.1%
EBITDA (2)	3,274	3,334	-1.8%

(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 of Section 6.2 "consolidated financial statements") and to present SUEZ Environnement as if it had been accounted for using the equity method as of January 1, 2013 (see Section 6.1.1.6 "Pro forma financial statements including the SUEZ Environnement Company group as an associate"). (2) The calculation method for the EBITDA has been changed (see Note 2 in Section 6.2 "Comptes consolidés").

1

1.3.4.5 2014 highlights

- market operators to safeguard the network's operation (winter been affiliated.

• France and Northern Europe and create a single gas wholesale made some comments on its compliance with the Directive. These market in France by 2018, the CRE published its investment comments are currently under review by the French authorities. plans, confirming the Val de Saône (200 km between Étrez in the
• July: Fosmax LNG offered an improved methane tanker loading /h, subscribed twice by the end of
• • describing foreseeable changes in demand for natural gas, how this Storengy UK launched the marketing of part of its storage demand is met and investments scheduled to this end. capacity on the Stublach site.
    -

tariffs. GDF SUEZ remains a vertically integrated group but its organization 1.3.4.6.1 Underground natural gas storage concerning gas infrastructure management activities has been

January: GRTgaz sets up its first monitoring and alert system for and the laws transposing them. The infrastructure activities have all

2013/2014). In 2011, in its transposition of the "internal market" Directive February: in France, GRTgaz signed a first connection agreement 2009/73/EC, known as the "Thrid Gas Directive", France opted for to inject renewable gas (biomethane) into the gas transmission the ITO system(1) management of the transmission network network from 2015 at Chagny (Saȏne-et-Loire). (GRTgaz). This system sets out the autonomy and independence April: outside France, GDF SUEZ won a contract to manage the rules with which GRTgaz must comply in respect of GDF SUEZ construction of the "Los Ramones Sur" gas pipeline in central while recognizing the entitlement of GDF SUEZ to perform Mexico (300 km, DN 1050), and a compression station with five economic and management supervision. In 2012, the CRE certified metering units. GRTgaz Mexico, a wholly-owned subsidiary of the compliance of GRTgaz with these provisions. In 2013, after a GRTgaz Développement, is an engineering services provider. thorough analysis of the law in France (especially the Energy Code) May: in order to harmonize wholesale prices between Southern transposing the Thrid Gas Directive, the European Commission

The legal framework within which the activities of the Infrastructures department of Ain and Voisines in Haute-Marne) and Gascogne-Midi projects. business line is carried out includes the General Local Authorities Code which specifies the scheme applying specifically to May: Elengy brought into service mobile evaporation concession-based distribution networks, the Energy Code which compressors at the Montoir-de-Bretagne terminal, saving reviewed and updated a substantial part of the other legislative 300 GWh of flaring until they turned off on November 30. provisions relating to natural gas, and the Environment Code which June: Storengy filed its first research permit application for specifically determines the rules on the construction and operation low-temperature geothermal sites. of transmission infrastructures.

The Energy Code imposes public service obligations on GDF SUEZ service with a flow of 4,000 m3 2014. and its subsidiaries, especially natural gas infrastructure managers. It provides for the French State to sign public service contracts with August: As part of the European Network of Transmission System GDF SUEZ, GRTgaz and GrDF to ensure the implementation of Operators for Gas (ENTSOG) and Gas Infrastructure Europe public service delegations, especially those managed by its (GIE), GRTgaz contributed to the achivement oft stress tests for the European Commission by simulating a Russian supply crisis, infrastructure subsidiaries. Discussions between the public limited or no to the Ukraine supply lines. authorities, GDF SUEZ, GrDF and GRTgaz are currently being finalized. The French State publishes an indicative multiyear plan September:

Widespread deployment of the Gazpar project, a smart The CRE ensures the proper functioning of the market to the benefit metering system, on all concessions serviced by GrDF, was of consumers and ensures compliance by infrastructure managers approved by a decision of the Ecology, Sustainable with their obligations: access to infrastructures, non-discrimination, Development & Energy Minister and the Economy, Industry & respect for the confidential nature of commercially sensitive Digital Data Minister. information (CSI). Managers of the transmission and distribution October: Work to extend the Peckensen site was completed networks must draft a Code of Conduct approved by the CRE. An when the last cavern came into service. independent compliance manager, reporting to the CRE, monitors its implementation.

1.3.4.6 Description of activities The CRE sets the regulatory framework (rate of return for assets, tariff indexation mechanism, measures to encourage certain types A specific legislative and regulatory environment of investment, etc.) and the corresponding infrastructure access

strongly impacted by the implementation of successive European The GDF SUEZ Group is the leader in underground storage in Directives regarding the organization of the domestic energy market Europe, with a storage capacity of around 13 Gm3 .

⁽¹⁾ Independent Transmission Operator.

- in total). Nine of these storage facilities are in aquifers (total useful storage United Kingdom volume 9 billion m3 ), four are in salt caverns (total useful storage volume 1 billion m3 ), and one is in a depleted field (useful storage Storengy UK Ltd, a wholly-owned subsidiary of Storengy, is volume 80 million m3 ) and the

Storage strategy Legislative and regulatory environment in France

Storengy must adapt to market conditions brought about by gas Underground storage facilities fall under the Mining Code and are overcapacity currently noted in Europe: operated pursuant to a concession granted by the French State following a public inquiry and competitive tenders. GDF SUEZ holds optimizing and enhancing its business in its traditional markets; mining rights that it farms out(1) to its subsidiary, Storengy, which identifying new sources of growth in emerging markets, using its

management of health and safety risks; According to the Third Gas Directive, access to storage is organized according to a system known as "negotiated access". Storage investing in new markets like geothermal, since Storengy has prices are set by Storengy, in a transparent, non-discriminatory specific expertise in underground and drilling. manner. The Energy Code and the decree of August 21, 2006 set In the longer term, it intends to diversify its business by operating in the access conditions for storage facilities. This decree specifically niche markets (storage in lined mined caverns coated to make them sets out the conditions for granting and assigning storage capacity pressure tight) and by contributing to the implementation of new access rights and their distribution, and requires the authorized energy transition solutions (compressed air storage, hydrogen, supplier or agent to maintain sufficient stores in order that, on synthetic methane and biomethane). October 31 of every year, they have enough natural gas to supply their customers from November 1 to March 31. An annual decree 1.3.4.6.2 LNG terminal activities sets out the storage rights in question and related obligations. This LNG terminals are port facilities that allow liquid natural gas (LNG) to decree was revised on March 12, 2014 because the existing be received and regasified. New services have been added since regulatory framework was no longer adequate, due to changes in 2012: reloading and transshipment of LNG tankers and LNG truck the operation of the gas market, to ensure that suppliers have loading (road transported LNG).

Pricing conditions vary according to the technical capacity of the operated by Elengy have a total regasification capacity(3) of reservoirs, the basic storage service and the type of additional 21.25 billion m3 operating services selected.

Storengy Deutschland GmbH, a wholly-owned subsidiary of Mediterranean coast and receives LNG primarily from Algeria. Its Storengy, is one of the leaders on the German underground gas regasification capacity stands at 3 billion m3 storage market, with over 8% market share by volume. The accommodate ships carrying up to 75,000 m3 company owns and operates six storage sites for a working tanks have a total capacity of 150,000 m3

France capacity of nearly 1.7 billion m 1 ³ (three salt sites: Harsefeld, Lesum As of December 31, 2014, Storengy was operating in France: and Peckensen; and three depleted sites: Fronhofen, Schmidhausen and Uelsen(2). It also holds a 19.7% stake in the 14 underground storage facilities (including 13 wholly-owned). Breitbrunn depleted site (992 million m3

); three of these sites have been mothballed dedicated to the construction and marketing of storage capacities (corresponding to a total useful volume of 800 million m3 development of a fourth site has been suspended; in saline cavities at Stublach, in Cheshire. The planned storage capacity at the site is 400 million m3 of useful volume, divided into 51 compressors with a total power of 219 MW, needed to 20 cavities. The UK's Office of the Gas and Electricity Market withdraw and inject natural gas; (OFGEM) granted it a third-party access exemption for the entire surface facilities required to process the gas withdrawn, before project. injection into the transmission network.

• operates them and thus holds the corresponding authorizations. expertise, particularly in terms of geosciences and the
  -

sufficient storage capacity to ensure continuity of supply during Elengy is the second-largest European LNG terminal operator periods of extreme cold. (source: GIIGNL), with three LNG terminals in France. The facilities (Gm3 ) of gas per annum to December 31, 2014.

Fos Tonkin Terminal

Germany Brought into service in 1972, Fos Tonkin is located on the per year. Its jetty can of LNG and its three .

(1) Farming out: in mining law, the name given to an agreement by which the holder of the operating rights (Government or concessionaire) leases the mine to a third party in return for a royalty.

(2) Reitbrook's storage has been transferred to another Group entity, GDF SUEZ E&P Deutschland GmbH, which intends to resume oil production at the site.

(3) Quantity of natural gas, expressed as a volume of gas in a gaseous state, that the terminal is capable of receiving over a given period as LNG and routing to the adjacent transmission network as a gaseous gas.

Montoir-de-Bretagne, which was brought into service in 1980, is The main activity of the distribution business in France is to deliver located on the Atlantic coast and receives LNG from various the gas sold by the suppliers to the end customers. It operates sources. It has a regasification capacity of 10 billion m3 two jetties that can accommodate ships transporting up to around specific features related to its nature as a local utility. 260,000 m3 of LNG (Q-MAX) and three tanks with a total capacity of 360,000 m Legislative and regulatory environment specific to ³ . Renovation of the terminal was completed in 2013, allowing it to be operated at its current capacity until 2035. these activities

The Fos Cavaou terminal was brought into commercial service in concession to an authorized distributor to operate the public service 2010. It has a regasification capacity of 8.25 Gm of gas distribution on its territory. Concessions are entered into or ³ per year, a jetty that can accommodate Q-MAX-size tankers, and three tanks with a renewed based on standard specifications established jointly by the total capacity of 330,000 m3 subsidiary, FosmaxLNG, in which Elengy has a 72.5% stake, while state-controlled municipalities (FNCCR) and GrDF. Total Gaz Electricité Holding France SAS holds a 27.5% stake. It is Concession-granting bodies exercise control to ensure the proper operated by Elengy. execution of the obligations resulting from these specifications.

An LNG terminal is a facility subject to classification for The Energy Code recognizes the entitlement of exclusive environmental protection purposes (Seveso facilities) and, therefore, concession rights to historic concession-holders, i.e. GrDF and 22 its operation is subject to a specific authorization by the prefecture. local distribution companies (ELD), to exclusive service areas. As These authorizations (Montoir-de-Bretagne and Fos Tonkin) were holders of a "distribution monopoly", they are the sole operators transferred to Elengy by Prefectural Decree in 2008. The Prefectural with whom municipalities may renew the concession. The grounds Decree authorizing the full operation of the Fos Cavaou LNG for terminating a concession contract early are strictly controlled terminal was signed on February 14, 2012. (listed limitatively) as is the date the concession can be terminated

requires two years' notice and the concession-granting authority Regulated tariffs for access to LNG terminals applicable since must pay compensation to the concessionaire for early termination. April 1, 2013 were adopted following the CRE ruling of December 13, 2012 and adjusted mid-period by the CRE ruling of Apart from the exclusive service areas of GrDF and the local December 17, 2014. They are scheduled to apply until March 31, distribution companies, the Energy Code allows all municipalities not

the operator of their choice. The tariff package consists of five terms depending (i) on the The joint department specific to GrDF and ERDF number of unload operations, (ii) quantities unloaded, (iii) use of regasification capacity, (iv) gas-in-kind and (v) seasonal adjustment. The Energy Code assigns a joint department, primarily responsible The mid-period adjustment led to a 4.2% cut in the average unit for construction, worksite project management, network operations tariff at Montoir, a 3.8% cut at Cavaou and a 25.1% increase at and maintenance, and metering operations. Tonkin. The RAB for Elengy and FosMax combined stood at €1,168 million at January 1, 2015 with an actual rate of return of GrDF and ERDF are linked by an agreement defining their 8.5%, before corporate income tax. relationship within the Joint Department, the services it provides,

- renegotiate an agreement. to optimize operation methods for each of the three sites in order to get best value from them regardless of their utilization rate; GrDF activities

Montoir-de-Bretagne terminal 1.3.4.6.3 Distribution activities in France

per year, within the general framework set out in Section 1.3.4.1 but has

The Concession system Fos Cavaou Terminal Each municipality where a gas supply is available grants a . The terminal is owned by a dedicated French national federation of concession-granting and

Distribution structures belong to the municipalities even when they Legal and regulatory environment specific to are built and financed by the distributor, who has an exclusive right regasification activities in France to use them.

Access to LNG terminals: principles and tariffs (cannot be in the first half of the contracted term). Termination also

1. supplied with natural gas to entrust their public gas distribution to

and the distribution of the resulting costs. This agreement, signed The LNG terminal activities strategy for an indefinite period, may be terminated at any time, subject to Elengy's strategy is centered on the following key points: 18 months' notice, during which period the parties undertake to

to create and implement new services at the terminals, similarly to As of December 31, 2014, the French natural gas distribution what is being done in terms of reloading, transshipment between network operated by GrDF was the leading network of this type in LNG tankers and the loading of tanker trucks; Europe due to its length (196,940 km)(1). It has some 10.9 million to search for growth opportunities internationally by highlighting delivery points(2) in 9,529 municipalities served (of which 8,955 the skills of asset manager and operator developed over the past based on exclusive rights assigned to GrDF), representing 50 years. approximately 77% of the French population.

With 260 TWh of natural gas delivered in 2014, GrDF represented 95% of the French market for network gas distribution.

(1) Source: Internal benchmark from public data for 2014.

(2) As of December 31, 2014, 2,001,968 customers supplied in this way used an alternative gas supplier.

The average residual term of its concession contracts, weighted by to support innovative residential solutions, such as renewable 1 volumes distributed, was 13.25 years at December 31, 2014. energy/gas and hybrids (gas/electricity). It will also support

open the business to new activities; The new GrDF gas distribution tariff (the "ATRD 4") came into force on July 1, 2012 to expand internationally, which may initially take the form of (1) for a period of four years. It applies to the GrDF exclusive service area. The structure of this tariff is consistent with service delivery; the previous tariff (compensation on asset base and consideration to strengthen its image and revenues, in connection with the of operating expenses). A Charges and Revenue Regularization development of incentive-based regulation by reinforcing Account (CRRA) offsets the difference between projected and actual industrial safety and implementing a performance plan. income and expenses, specifically for the income relating to the 1.3.4.6.4 Transmission activities volume of gas transported.

Around 75% of GRTgaz is owned by GDF SUEZ, with 25% owned by The regulated asset base (RAB) includes all distribution activity Société d'Infrastructures Gazières (SIG), a consortium bringing together assets such as pipelines and connections, pressure regulation CNP Assurances, CDC Infrastructures and Caisse des Dépôts. stations, meters and other technical and IT-related equipment, depreciated on a straight-line method to determine the annual GRTgaz develops, operates and maintains a transmission network, capital expenses. Pipelines and connections, which represent 92% manages the natural gas flows that flow through it, and markets of the assets in the RAB are depreciated over 45 years. The RAB network access services to gas suppliers. It also manages an stood at €14,314 million, subject to CRE validation, at January 1, interest in the Megal Germany transmission network. 2014 with an actual rate of return of 6%, before corporate income The facilities tax.

Lastly, a specific regulatory framework for the Gazpar smart meters During 2014, GRTgaz sent 51 billion m3 of gas across the French project was defined in the CRE ruling of July 17, 2014. It is based network (583 TWh). on the allocation of a remuneration premium of 200 basis points on the metering assets brought into service during the industrial In addition, GRTgaz has investments in the Megal transmission network in Germany (1,167 km), representing a cumulative length(3) deployment phase (2017-2022), accompanied by a capped global mechanism to encourage compliance with all the project's aspects, of 429 km. i.e.

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• annual monitoring of the system's performance; network manager.
• annual monitoring of the investment expenditure on the IS and The Energy Code states that the construction and operation of natural

promotion of gas in its various markets. In particular, GrDF wants terms and conditions of the authorizations. to invest in research and development and industrial partnerships

implementation of the new "Thermal Regulations" for new residential buildings;

• Access to the gas distribution network: principles and to create or support innovation, as was the case with biomethane tariffs injection and smart meters, to improve the image of gas and
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GRTgaz wholly owns one of the longest high-pressure natural gas The tariff structure will change on July 1 each year according to a transmission networks in Europe(2), representing 32,153 km, in percentage variation equal to "inflation +0.2%" (excluding the effect France, at December 31, 2014: the main network (8,110 km) sends of the CRRA), based on productivity of 1.3% per annum on net natural gas from entry points (LNG terminals, interconnection points operating expenses. On July 1, 2014, the tariff increased by 2.94%, with international pipeline networks) to the regional network. The including the effect of the CRRA. In addition, periodic updates to the regional network (24,042 km) then directs it towards some 4,500 catalogue and the price of services (suppliers, customers and delivery points serving industrial customers and distribution biomethane producers) are now subject to rulings by the CRE. networks. GRTgaz operates 26 compression stations.

Legal and regulatory framework for gas transmission in biennial monitoring of compliance with the provisional timetable France

for the project's deployment, with penalties for delays; This activity takes place within a general framework (defined in annual monitoring of the unit cost of the meters; section 1.3.4.5.) aimed at ensuring the independence of the

smart meter chain. gas transmission pipelines must be authorized by a competent GrDF strategy administrative body, the conditions for which are set by Articles L. 555-7 et seq. and Articles R. 555-2 et seq. of the Environment The GrDF strategy is centered on the following key points: Code. Authorizations are registered and non-transferable. Entities that to develop the historical gas business, with an emphasis on the obtain natural gas transmission authorizations must comply with the

(2) Source: Internal benchmark from public data for 2010.

(3) Cumulative length of the network: length in kilometers of the pipes for the network in question multiplied by the percentage stake held by GDF SUEZ.

Access to the gas transmission network: principles and Transmission Europe tariffs Megal GmbH & Co. KG ("Megal"), owned 49%(1) by GRTgaz

Pursuant to its ruling on the pricing decision of December 13, 2012 Deutschland (a wholly-owned subsidiary of GRTgaz), and 51% by the CRE defined the methodology and set the tariffs known as Open Grid Europe, has a pipeline network connecting the Czech "ATRT 5" destined to apply from April 1, 2013 for a period of and Austrian borders with the French border. Megal has granted four years. The tariff structure is updated on April 1 each year. Each rights to use its assets to GRTgaz Deutschland and to Open Grid year, it is drawn up to cover the income authorized by the CRE, Europe, which separately manage the transmission service according to observed inflation data and the best available forecasts purchased by the shippers on their part of the network. GRTgaz

the Megal network. The blueprint for net operating expenses includes a productivity objective. An incentive for cost control in investment programs is Transmission business strategy introduced, along with a revision clause after two years enabling The GRTgaz strategy aims to ensure its development in the long adjustment of the blueprint for net operating expenses for 2015 and term both in France and internationally by: 2016, under certain conditions.

to the Val de Saône projects and decentralized odorization of meant to improve the North-South link; natural gas. contributing to the development of renewable gas by encouraging

The CRE ruling on December 17, 2014 led to an average increase the injection of biomethane into the transmission network and

renewable energy (power to gas); The RAB 2014 for the transmission network stands at €7,309 million (subject to validation by the CRE). continuing to grow internationally, in countries where gas

of capacity subscriptions for the year in question. Deutschland GmbH markets approximately 58% of the capacity of

• contributing to better integration of the European markets by At April 1, 2014, the transmission tariff saw an average increase of making the necessary investments, such as the gas pipelines 3.9%. The rate of return applied to the regulated asset base (RAB) is "Hauts de France 2" (now in service) and "Arc de Dierrey" (under 6.5% (real, pre-tax). An increase of 3% is retained for investments construction), and by proposing innovative services with already made, creating additional capacity on the main network. In neighboring operators (Storengy, Elengy) as GRTgaz has done terms of new investment, the allocation of this increase is restricted with JTS (Joint Transport Storage) and "gas flows" (2) which was
• of 2.5% in the GRTgaz tariff at April 1, 2015. promoting research on maximizing the benefit of surplus
  • consumption is growing fast, in close collaboration with other Group entities.

1.3.5 Energy Services business line

Environmental and energy efficiency is a European priority in the fight multi-energy (e.g. renewable energy sources and gas); and

European leader in energy services, the Energy Services business line allowing them to get the most out of their assets, manage their offers, via the Cofely brand, environmental and energy-efficient solutions costs more efficiently, improve their energy efficiency, and focus on to its industrial, tertiary, local authorities, public administration, and their core activity. It develops local energy generation plants that

• 1.3.5.1 Role multi-service (engineering, installation, maintenance, operation and facilities management);
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against global warming and one of the major aims in sustainable multi-country. development policies for companies and local authorities worldwide. They cover the entire technical services value chain from design, It is one of the major elements in the energy transition, and is the installation and maintenance of equipment to the management of core business of GDF SUEZ Energy Services. More-efficient energy energy and utilities, multi-maintenance technical and long-term use means obtaining optimal service that reduces both the overall facilities management. GDF SUEZ Energy Services supports its energy bill as well as its environmental impact. customers throughout the life cycle of their facilities and their sites, infrastructure customers through services which are: include an increasing range of renewable energy sources, such as multi-technical (e.g. electrical, thermal or HVAC engineering and biomass, geothermal and solar energy. In addition, it is capable – in terms of technical expertise, project management, contract system integration); relations, and geographical networking – to meet the challenges that numerous industrial and service sector customers face:

(1) In 2013, GRTgaz sold its shares in Austrian carrier BOG and increased its stake in MEGAL from 44% to 49%.

(2) GRTgaz is a gas store and transmits it to the Fos terminal when the network transmission and terminal storage capacity allows.

- the need to refocus on core activities and outsource the search 1.3.5.3 Organization 1 for integrated multi-technical and multi-service solutions, in both

• the need to pay increasing attention to mobility and safety with, Each activity is managed by a single manager responsible for its consequently, a major need to upgrade rail, road, and urban results and reports directly to the business line's General transport infrastructures;

• to consolidate its position as the European leader of B2B energy The GDF SUEZ Energy Services offer covers the entire efficiency solutions providers by emphasizing on the sales momentum and developing innovative products and services; multi-technical services value chain:

• design engineering; to expand its international presence in targeted geographical
• large projects; industrial maintenance; to strengthen the technological content of its activities and
• engineering and system integration); to reinforce synergies with the Group's other business lines;
• mobilizing internal synergies, and developing cross-functional urban networks including mobility and public lighting; products and services. facilities management.

the private and public sectors; Business organization by country the need to implement energy-efficient solutions; The business line is composed of six activities: Engineering, France modernization of public institutions: health care establishments, Facilities Systems & Maintenance, France Services, Networks, university campuses, military or penitentiary sites, etc.; Benelux, and International.

Management. The business line's management is deliberately new forms of contracts that allow performance-based indexing or decentralized to ensure that decisions are made as close to the sharing of savings made. operations as possible. Commercial and technical cooperation 1.3.5.2 Strategy between the GDF SUEZ Energy Services entities and other GDF SUEZ entities is encouraged in order to achieve optimum efficiency in terms of sharing technical and commercial expertise GDF SUEZ Energy Services has the following strategic priorities: and costs.

• regions through organic growth as well as acquisitions; electrical, mechanical and HVAC engineering; system integration;
• develop innovation; multi-technical management (e.g. electrical, thermal and HVAC
• to continue to improve its profitability by optimizing processes, on-site management of energy networks and utilities as well as
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1.3.5.4 Key figures

In millions of euros	2014	2013(1)	Total change (in %)
Business line revenues	15,673	14,678	+6.8%
EBITDA (2)	1,127	1,041	+8.2%

(1) Comparative data as at December 31, 2013, restated to reflect the entry into application of the standards on consolidation (see Note 2 in Section 6.2 "Consolidated financial statements"), and to present SUEZ Environnement as if it were consolidated at equity as of January 1, 2013 (see Section 6.1.1.6 "Pro

forma financial statements including the SUEZ Environnement Company group as an associate"). (2) The calculation method for the EBITDA has been changed (see Note 2 in Section 6.2 "Consolidated financial statements").

The business line is present in almost 40 countries, most of them in Europe, where it is active on some 1,300 sites.

• January: in France, Cofely Axima and Cofely Services signed a May: in the United States, Cofely acquired Ecova (a subsidiary of contract with the Urban Community of Cergy Pontoise for overall Avista Corp.), which specializes in smart management and management of energy and fluids for two ice rinks at the Aren'Ice operation of invoicing data and customer consumption. sports complex. June: in France, Cofely Services signed a contract with the city of February: in France, Cofely Réseaux signed a contract with the Pont-à-Mousson to build and operate an urban heating network cities of Rosny-sous-Bois and Noisy-le-Sec for the construction mainly fuelled by biogas. and operation of new geothermal heating network for a period of June: in the United Kingdom, Cofely signed a multi-site and 30 years. multi-technical management contract with Telereal Trillium, a March: in Algeria, Cofely Ineo is taking part in the construction of leader in wealth management. the first tramway line in Sidi Bel-Abbes. June: in the United Arab Emirates, Cofely Besix Mannai Facility April: in Germany, Cofely acquired services company H.G.S., Management was created (share of 49% in Mannai Corporation). which specializes in cogeneration plants.
• 1.3.5.5 2014 highlights May: in Singapore, Cofely acquired SMP Pte Ltd, which specializes in data center solutions for business.
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• efficiency agreements, etc.); July: in Italy, Cofely won a five-year facilities management
• and cooling networks, street lighting, etc.); September: in France, Cofely Ineo designed and installed the first connect facilities that consume energy with those that generate it management, public-private partnerships, etc.). and those that store it.
• Electricity generation and distribution September: in France, Cofely and Euroméditerranée launched the (International Division) first French marine geothermal plant, in Marseille.
• November: in France, the Airbus contract was renewed. as a partner in the development of these territories.
• Main markets November: in Singapore, Keppel FMO, a facilities management subsidiary of Keppel Infrastructure Holdings Pte Ltd, was acquired. GDF SUEZ Energy Services is active in four main markets:

Engineering (Engineering Division) the private residential market;

public services, which accounts for 28%. The business line has a Tractebel Engineering is one of the leading engineering firms in strong presence in multiple occupancy buildings, public Europe. Operating in 20 countries, it provides engineering and administration, hospitals, university campuses, etc.; consulting solutions to public and private-sector clients in the the infrastructures segment, for the remainder of its activity. The electricity, nuclear, gas, industry, and infrastructures sectors. business line carries out installation and maintenance work for the Tractebel Engineering offers a range of innovative and long-term electricity and gas networks, ports and airports and street lighting solutions throughout the life cycle of its customers' facilities: networks, etc. feasibility studies, basic engineering, assistance with project 1.3.5.7 Regulatory framework management, assistance with operations and maintenance, and dismantling.

The main regulatory changes impacting GDF SUEZ Energy Services Systems, Facilities and Maintenance (France SIM, at European and national levels are: Benelux and International Divisions) broader and more stringent environmental standards regarding, in Through its specialized subsidiaries, such as Cofely Axima, Cofely particular, greenhouse gas reduction targets and the

Endel, Cofely Ineo and Cofely Fabricom, GDF SUEZ Energy development of renewable energy sources; Services provides its customers with multi-technical services to the introduction of improvement targets in energy efficiency, extend the working life and improve the reliability and energy mainly through the development of energy-performance contracts efficiency of their facilities. GDF SUEZ Energy Services operates in in the public and private sectors;

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these growing demands. efficiency for customers in the tertiary and industrial sectors and helps local authorities with sustainable urban development. Cofely offers solutions for:

• July: in the United Kingdom, Cofely purchased the portfolio of FM improving the energy efficiency and limiting the environmental contracts from Lend Lease Facility Management (LLFM). impact of buildings (technical management-maintenance, energy
• contract for 245 sites owned by Vodafone Italia, the leading generation, operation and distribution of local and renewable mobile phone company. energy sources (cogeneration -plants, industrial utilities, heating
• Smart Grid tested to scale in a Toulouse industrial park to integration of services (facilities management, multi-site

September: in France, Cofely Services and "LIN 2000", the GDF SUEZ Energy Services, with its subsidiary SMEG, distributes agricultural cooperative for flax fiber extraction, inaugurated the electricity and gas in Monaco, and produces and sells electricity in new biomass boiler fuelled by flax shives (flax residues from the Pacific region with its subsidiaries EEC (New Caledonia), EDT grinding stems) in Grandvilliers in the Oise. (French Polynesia), EEWF (Wallis and Futuna) and Unelco (Vanuatu)

• December: in Germany, Tractebel Engineering acquired industry, which accounts for about 35% of its business. The Lahmeyer, one of the biggest engineering companies specializing business line's major industry customers are the oil industry, the in energy and hydro infrastructure. paper industry, chemicals, power generation, steel making and food processing;
• 1.3.5.6 Description of activities private services, accounting for some 25% of its business, mainly in offices and business centers, shopping malls, data centers and
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the tertiary, industrial, transport and local authority sectors and In 2014, these changes were reflected Europe-wide by the 2030 provides innovative solutions for: Energy and Climate Package and in France by the National electrical engineering and communication and information Assembly's adoption of the Energy Transition Towards Green systems; Growth bill. They represent a development opportunity for the HVAC engineering and refrigeration; business line. In fact, they encourage customers to seek the mechanical engineering and industrial maintenance. services of specialists in heating, electricity, mechanics and the environment who are capable of designing, developing and Energy services (FSE, Networks, Benelux managing their facilities under optimum technical and financial and International Divisions) conditions. With its unique blend of complementary activities and expertise, GDF SUEZ Energy Services is ideally placed to satisfy Cofely develops services dedicated to energy and environmental

1.4 REAL ESTATE, PLANT AND EQUIPMENT 1

The Group owns or leases a significant number of real estate properties, facilities, and plants around the world. Many Group activities involve operating very large plants that the Group only partially owns.

As of December 31, 2014, the Group operated electricity power plants, natural gas terminals and storage facilities in over 40 countries.

The tables below show the main facilities currently in operation, either wholly or partially owned by the Group. Leased properties are covered in Notes 22 and 23 of Section 6.2, "Consolidated Financial Statements".

POWER PLANTS (CAPACITY > 400 MW AND 100% CONSOLIDATED, EXCL. UNITS UNDER CONSTRUCTION)

Country	Site/plant	Total capacity (1) (MW)	Type of plant
Germany	Wilhelmshaven	731	Coal
	Zolling	538	Coal-, biomass-, fuel oil-fired
Saudi Arabia	Marafiq	2,744	Natural gas
	Riyadh PP11	1,729	Natural gas
Australia	Hazelwood	1,553	Lignite
	Loy Yang	953	Lignite
	Pelican Point	479	Natural gas
Bahrain	Al Dur	1,234	Natural gas
	Al Ezzel	954	Natural gas
	Al Hidd	929	Natural gas
Belgium	Amercœur	451	Natural gas
	Coo	1,164	Pumping station
	Doel	2,911	Nuclear
	Drogenbos	538	Natural gas
	Herdersbrug	480	Natural gas
	Tihange	3,016	Nuclear
Brazil	Cana Brava	450	Hydroelectric
	Estreito	1,087	Hydroelectric
	Jirau	1,650	Hydroelectric
	Ita	1,450	Hydroelectric
	Jorge Lacerda	773	Coal
	Machadinho	1,140	Hydroelectric
	Salto Osòrio	1,078	Hydroelectric
	Salto Santiago	1,420	Hydroelectric
Chile	Mejillones	869	Coal-fired and natural gas
	Tocopilla	963	Natural gas, coal- and fuel oil-fired
United Arab Emirates	Fujairah F2	2,000	Natural gas
	Shuweihat 1	1,500	Natural gas
	Shuweihat 2	1,510	Natural gas
	Taweelah	1,592	Natural gas
	Umm Al Nar	2,240	Natural gas
Spain	Cartagena	1,199	Natural gas
	Castelnou	774	Natural gas
United States	Astoria 1	575	Natural gas
	Astoria 2	575	Natural gas
	Armstrong	620	Natural gas
	Bellingham	527	Natural gas
	Blackstone	478	Natural gas
	Coleto Creek	635	Coal
	Hays	893	Natural gas
	Midlothian	1,394	Natural gas

(1) Capacity of assets in which GDF SUEZ holds a stake, all of which are taken into account irrespective of the real ownership percentage.

Country	Site/plant	Total capacity (1) (MW)	Type of plant
	Northfield Mountain	1,146	Pumping station
	Troy	609	Natural gas
	Wise County Power	746	Natural gas
France	CombiGolfe	435	Natural gas
	CyCoFos	490	Natural gas and steelworks gas-fired
	DK6 (Dunkirk)	788	Natural gas and steelworks gas-fired
	Génissiat	423	Hydroelectric
	Montoir-de-Bretagne	435	Natural gas
Greece	Viotia	570	Natural gas
Indonesia	Paiton	1,220	Coal
	Paiton 3	815	Coal
Italy	Torre Valdaliga	1,442	Natural gas
	Vado Ligure	1,373	Natural gas and coal-fired
Oman	Al-Rusail	665	Natural gas
	Barka 2	678	Natural gas
	Barka 3	744	Natural gas
	Sohar	585	Natural gas
	Sohar 2	744	Natural gas
Pakistan	Uch 1	551	Natural gas
Netherlands	Eems	1,927	Natural gas
	Flevo	877	Natural gas
	Rotterdam	731	Coal
	Gelderland	592	Coal- and biomass-fired
Peru	Chilca	805	Natural gas
	ILO 2	564	Fuel-oil fired
Poland	Polaniec	1,700	Coal-, biogas- and biomass-fired
Puerto Rico	Ecoelectrica	507	Natural gas
Portugal	Elecgas	840	Natural gas
	Pego	576	Coal
	Turbogas	990	Natural gas
Qatar	Ras Laffan B	1,025	Natural gas
	Ras Laffan C	2,730	Natural gas
United Kingdom	Deeside	515	Natural gas
	Eggborough	1,960	Coal
	First Hydro	2,088	Hydraulic pumping station
	Rugeley	1,026	Coal
	Saltend	1,197	Natural gas
Singapore	Senoko	3,201	Natural gas and fuel oil-fired
Thailand	Gheco One	660	Coal
	Glow IPP	713	Natural gas
Turkey	Ankara Boo	763	Natural gas
	Marmara	480	Natural gas

(1) Capacity of assets in which GDF SUEZ holds a stake, all of which are taken into account irrespective of the real ownership percentage.

UNDERGROUND NATURAL GAS STORAGE (> 550 MM3 OF TOTAL USEFUL STORAGE VOLUME 1 (1))

Country	Country	Gross useful volume (Mm3 (1) )
France	Gournay-sur-Aronde (Oise)	1,310
France	Germigny-sous-Coulombs (Seine-et-Marne)	880
France	Saint-Illiers-la-Ville (Yvelines)	690
France	Chémery (Loir-et-Cher)	3,710
France	Céré-la-Ronde (Indre-et-Loire)	570
France	Etrez (Ain)	640
Germany	Uelsen	840
Slovakia	Pozagas	650

(1) Useful storage volume held by GDF SUEZ, all of which is taken into account irrespective of the real ownership percentage.

LNG TERMINALS

Country	Country	Total capacity(1)
France	Montoir-de-Bretagne	10 Gm3 (n) per annum
France	Tonkin (Fos-sur-Mer)	5.5 Gm3 (n) per annum
France	Cavaou (Fos-sur-Mer)	8.25 Gm3 (n) per annum
United States	Everett	6.3 Gm3 (n) per annum
United States	Neptune	3.5 Gm3 (n) per annum
Chile	Mejillones	1.7 Gm3 (n) per annum
Puerto Rico	Penuelas	0.8 Gm3 (n) per annum

(1) Capacity of assets held by GDF SUEZ, all of which are taken into account irrespective of the real ownership percentage.

1.5 INNOVATION, RESEARCH AND TECHNOLOGIES POLICY

1.5.1 Innovation

To be leader in the energy transition in Europe, the Group relies on partnerships with organizations such as Paris Région Lab (France), innovation to meet its customers' new requirements. Le Village (France), and WSL (Belgium).

GDF SUEZ created a new entity in February 2014 called This process enriches existing initiatives such as the Trophées de "Innovation, Marketing and New Business", intended to support l'Innovation ("Innovation Awards"), an in-house competition held changes on mature energy markets and the convergence between each year for innovative projects submitted by Group employees. In energy services and information technologies. Its aim is to position 2014, the sixth annual Innovation Awards attracted over 500 the Group at the forefront of these changes by developing additional submissions.

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A GDF SUEZ New Ventures investment fund with a €100 million entrepreneurial creativity and to ensure that innovation promotes the Group's long-term commercial development. A social network for endowment was launched in May 2014 to back innovative startups. This fund was designed to take minority stakes in developing innovation, "innov@GDFSUEZ", was launched in mid-2014 for Group employees. This internal tool is intended to boost the startups linked to the Group's activities by offering them dual leverage: financial leverage through investment and operational innovation dynamic in the Group and promote innovation among leverage with the Group's subsidiaries. employees. At December 31, 2014, innov@GDFSUEZ had over 6,000 members. On average, five new product or business ideas At December 31, 2014 one program had been adopted, Powerdale are submitted each week. (Belgium), and four others were in process.

In addition, an incubation process for employee projects has been The Group is conducting cross-cutting projects to foster the created. At December 31, 2014, five teams of Group employees emergence of new products based on digital technologies such as were developing their projects in external incubators created from Cit'Ease, a collaborative urban management tool, and Terr'Innove, a

growth vectors and new ways of doing business within the Group. To strengthen its links with the innovation eco-system in the regions Three priority sectors have been identified by the Group: where it operates, the Group partners with major innovation-themed Energy management, aggregation, decentralized generation, and events and has launched several calls for projects to startups. energy storage, GDF SUEZ has also launched a number of public initiatives: a Cities, regions and mobility, "Hackathon" on customer relations in June 2014, an "innovation mornings" cycle in October 2014, and an "Innovation Day" in Lille in Energy efficiency and home comfort. November 2014. New tools and processes have been deployed to foster

regional energy management system.

1.5.2 Research and Technologies

The Group's expertise is enriched by a dynamic research and expertise for batteries. Others being studied, concern important and development policy supported by an international network of varied subjects such as digital, 3D printing and drones. research centers and partnerships with globally-recognized In 2014 the Research & Technologies Department won a number of organizations. More than 900 researchers contribute to awards. At the International Gas Union Research Conference technological excellence in all the Group's activities. In 2014, (IGRC), it won the Dan Dolenc Award for best communications expenditure on research and technological development amounted during the conference on a research activity for the Valenthin project

GDF SUEZ conducts researches to manage and bring to maturity Department also won the multi-energy judges' special award at the tomorrow's technologies, which will make all the difference in Paris Smart Grid colloquium for the collaborative GRHYD hydrogen setting apart the offers and activities of its businesses. Research is energy storage demonstrator project (manufacture and distribution also carried out to improve operational performance. Prospective of hydrogen produced from a renewable power source). corporate research programs fall under the following priorities: Highlights from the 2014 corporate programs:

In 2014, the Research & Technologies department expanded Citizen, the interface where citizens can learn about their city as internationally with the setting up of a laboratory in Chile and well as report problems (first demonstrator in Croix); creation with another in Singapore. At the beginning of 2015, a third has been a partner of a 3D simulator for the sustainable city (case study: established in the Middle East. It is also creating new centers of the city of Astana in Kazakhstan); launch of the development

to €189 million. on recovering heat from low-temperature sources. The R&T

low-carbon energy, energy distribution and storage, smart energy Cities and buildings of the future: finalization of Cit'Ease, the management, and new gas value chains. interactive city dashboard (first demonstrator in Mulhouse), and expertise within its laboratories, the first of which is a new center of project on innovative digital services that promote energy efficiency, campus eco-management with the University of Nanyang in Singapore; and the installation of the first natural gas had a staff of 237 in 2014. Its skills and activities cover the 1 fuel cells for the single-family home in France, as part of a generation, transmission, distribution, storage and end use of

• of the future. smart technologies in the energy field (flexibility aggregation, electricity storage, data analysis); inauguration in Toulouse of the Some key achievements in 2014:
• Renewable energies: start of construction of a dry biomass charging stations. gasification demonstrator called Gaya near Lyon; partnership with - CO2 feedstock: Participation in the KIC-Climate EnCO2re Alstom for the development of tidal projects and submission of a program to enlarge the program for CO2 re-use as feedstock pilot tidal farm project with ADEME for the Raz Blanchard in chemical processes. (Manche) site, which was accepted. - Pilot projects for Demand-Side Management: Participation
• Offshore LNG and future gas chains: ongoing evaluation of in several projects including KOEMPEL, rolled out in an alternative invoicing technologies; ongoing international industrial park in the south of Holland for implementation in collaboration in R&D (e.g. Gas Technology Institute, Energy & smart grids.

Research and Innovation activities directed by the Research and energy services activities. Its research priorities are: heating and Technologies Department are carried out in the Group's cooling networks, renewable energy and thermal storage, energy specialist research laboratories: efficiency, comfort and indoor air quality, health risk management

and controlling the environmental impact of our facilities. CRIGEN (Centre de Recherche et Innovation Gaz et Energies over 30 countries around the world. It also runs the Group's new the Renewable Energy coverage ratio on a heat network.

• LNG: optimization of the "CII" natural gas liquefaction networks and information systems. -
• Nanotechnology: experimentation for communicating Ineo, GDF SUEZ and SUEZ Environnement.
• floods and the environmental impact of dredging work. Laborelec, attached to the Energy Europe business line, is the Group's new laboratories in the Middle East and Chile. Laborelec underground storage.

European collaborative project (Ene.field). energy. Its expertise focuses on reducing the environmental impact, improving availability, maintenance, and energy systems Smart energy and environment: research on the value of various

• first smart electricity network tested at an industrial park in France Design and development of new technical and software and fuelled by a mix of distributed renewable energy sources solutions: a stress calculator for steam turbines to improve using batteries and flywheels for energy storage; launch of flexibility and startup times; a mobile phasor measurement collaborative projects on the development of management unit (PMU) integrated with a network status controller; new platforms and analysis of data from energy infrastructures and demand-side smart management algorithms, optimization of their customers (big data projects). energy storage and smart planning for electric vehicle
  -
  -
• Geoscience Institute of the University of Utah); offshore LNG Development of the latest version of the Laborelec technical studies on the transfer and behavior of LNG in floating Vibration Monitoring System for turbo machines, to make tanks. the tool more compact and facilitate its installation.
• Carbon capture, transportation and storage (CCS): advanced Cylergie, the research center incorporating the Cofely Services technological monitoring of the three links in the chain (capture, Economic Interest Group (EIG) and other entities of the Energy transportation and storage). Services business line, is based in Lyon. Its expertise is used for

Nouvelles Some key achievements in 2014: system to optimize air treatment ) is the operational expertise research center dedicated to the gas, new energies, and emerging technologies businesses. at swimming pools, with patent filed; system to measure the Located in the Paris region, in 2014 it had 360 employees, seven efficiency of a biomass boiler by analysis of exhaust gases, with test centers, one scientific computing center, and customers in patent filed; predictive controller for a heat storage unit to optimize

laboratory in Singapore. CRIGEN focuses strongly on innovation, COFELY INEO, which is under the Energy Services business line, both through R&D work and expertise, and through its work is based in France and structures its R&D and innovation activity methods. around the ideas of systems and "systems of systems" that bring Some key achievements in 2014: together the company's expertise in energy, communication

process for small-scale liquefaction, the competitive Some key achievements in 2014: Continuation of Smart ZAE, advantages of which have been demonstrated at a SESAM GRID and Smart Campus projects, and development of production facility in China; completion of numerous scale Cit'Ease, the dashboard offer for cities, based on the technology of and safety studies for the LNG chain internationally. the Open-Control© multi-technical platform, jointly between Cofely

pipelines, equipped with "RFID tag" units developed by Tractebel Engineering, part of the Energy Services business line, CRIGEN and RYB, to improve the locating of distribution is present in 22 countries in Europe, Latin America, Asia, the networks and traceability of operations. GrDF considers the Middle East and Africa and implements projects in more than 100 large-scale deployment of this process after trials of several countries worldwide. Its R&D activity covers the following hundreds of tag units. domains: sustainable energy, nuclear energy, hydropower as well - Inspection of the gas distribution network: studies related as electricity distribution and transmission networks. to the deployment of drones to conduct safer, quicker and Some key achievements in 2014: Development of software to cheaper inspections of gas pipelines. enable virtual tours of technical installations or facilities that are - Crigen Innovation Days: Open Innovation operation with difficult to access; automation systems for probability studies of the Group entities which enabled around ten patents to be filed risk of fire or flood for nuclear plants; and systems for analysis of in 2014.

GDF SUEZ Group's research and competence center in The International Exploration & Production BU, attached to the electricity technology, located near Brussels, Belgium. It also has Global Gas & LNG business line, carries out R&D for the Group in branch offices in the Netherlands and Germany and is running the geosciences for the Group's exploration & production and

• The Gaztransport & Technigaz (GTT) BU, attached to the Global In the nuclear field, various R&D activities are undertaken in the Gas & LNG business line, focuses its R&D activity on two main following fields: surface or geological storage of nuclear waste, areas: improving the performance of its technologies, especially in final shutdown and dismantling of nuclear facilities, performance thermal efficiency, and diversifying with a product and services improvement of existing plants and safe extension of their offering with a high technology content (e.g. modeling tools for lifespan, optimizing fuel use, societal impacts of nuclear energy managing boil-off in LNG tanks). and the International Thermonuclear Experimental Reactor (ITER), etc.

2

RISK FACTORS

2.1	RISK MANAGEMENT PROCESS	53	2.4	INDUSTRIAL RISKS	61
2.1.1	Enterprise risk management policy	53	2.4.1	Industrial facilities and Seveso sites	62
2.1.2	Crisis management	53	2.4.2	Environmental pollution	62
2.1.3	Risk and insurance coverage	53	2.4.3	Nuclear power plants in Belgium	62
2.2	RISKS RELATED TO THE EXTERNAL		2.4.4	Exploration-Production of hydrocarbons	63
	ENVIRONMENT	54	2.5	FINANCIAL RISKS	63
2.2.1	Economic environment	54	2.5.1	Commodities market risk	63
2.2.2	Regulatory and political environment	55	2.5.2	Counterparty risk	64
2.2.3	Impact of Climate	57	2.5.3	Currency risk	64
2.2.4	Reputational risk	57	2.5.4	Interest rate risk	64
2.3	OPERATING RISKS	58	2.5.5	Liquidity risk	65
			2.5.6	Impairment risk	65
2.3.1	Purchases and sales	58	2.5.7	Equity risk	65
2.3.2	Management of assets and development	59	2.5.8	Tax risk	65
2.3.3	Legal risks	60	2.5.9	Pension funding risk	66
2.3.4	Ethical risks	60
2.3.5	Risks related to human resources	60
2.3.6	Risks related to health and safety and protection of Group assets	61
2.3.7	Risks related to information systems	61

PAGE PAGE 2.1 RISK MANAGEMENT PROCESS 53 INDUSTRIAL RISKS 2.4 61 2.1.1 53 Enterprise risk management policy 2.4.1 62 Industrial facilities and Seveso sites 2.1.2 53 Crisis management 2.4.2 62 Environmental pollution 2.1.3 53 Risk and insurance coverage 2.4.3 62 Nuclear power plants in Belgium 2.4.4 63 Exploration-Production of hydrocarbons ENVIRONMENT ⁵⁴ 2.5 FINANCIAL RISKS ⁶³ 2.2.1 54 Economic environment 2.5.1 63 Commodities market risk 2.2.2 55 Regulatory and political environment 2.5.2 64 Counterparty risk 2.2.3 57 Impact of Climate 2.5.3 64 Currency risk 2.2.4 57 Reputational risk 2.5.4 64 Interest rate risk 2.3 OPERATING RISKS ⁵⁸ 2.5.5 65 Liquidity risk 2.5.6 65 Impairment risk 2.3.1 58 Purchases and sales 2.5.7 65 Equity risk 2.3.2 59 Management of assets and development 2.5.8 65 Tax risk

The material risks to which the Group is exposed, based on its own assessment, are described below. Other risks not mentioned or unknown to date could also affect the Group. If these risks were to occur, they could have a significant negative impact on the Group's operations, financial position and earnings, image and outlook, and/or on the GDF SUEZ share price.

2.1 RISK MANAGEMENT PROCESS

2.1.1 Enterprise risk management policy

The Group has adopted a policy of Enterprise Risk Management Risk Officer's role is to ensure that the Group has adequate (ERM), whose principles are consistent with professional standards competence in all areas for effective risk management. Risk analysis Associations). The policy sets out GDF SUEZ's ambition to "better all the Group's support functions.

The Group's Enterprise Risk Management policy applies throughout the General Management Committee: each priority risk identified is the Group, including all business processes and controlled entities, coordinated by a member of the Executive Committee. The ERM

effectiveness of the risk management system, before reporting to economically viable. It stipulates that all managers are risk managers. The Management Committees of the Group's entities are the Board of Directors (see Section 4.1.5, "Standing Committees of the Board of Directors"). the main bodies that determine the actions to be taken to manage risk, except where an ad hoc risk committee has been created, Knowledge of risks resulting from feedback from operating entities,

review of major events. Committee member, Director of Audit and Risk Management as Chief Risk Officer, to oversee risk management activities. The Chief

(including ISO 31000, Federation of European Risk Management and coordination of action plans are performed in collaboration with 2

manage its risks in order to ensure its performance". Each year, the Group's ERM process begins with a risk review by while observing the rules of governance that apply to each entity. campaign is then launched across the Group, setting out guidelines for risk management throughout the year. Finally, the Audit This policy promotes risk-taking at a reasonable level from a legal Committee examines the risk review and issues an opinion on the perspective, and which is acceptable to generally held opinion and

such as for market risk. business lines and support functions is supplemented by interviews with directors, analysis of publications by external observers and To achieve this aim, the Group has appointed the Executive

2.1.2 Crisis management

GDF SUEZ may have to face crisis situations. The Group has The Group is thus equipped with a warning, analysis and defined a crisis management and communication policy, which sets decision-making system that determines how and at what strategic out general operating principles and the roles of the various level to handle the crisis (site, BU, business line or Corporate).

participants, and it has set up a dedicated organization. The efficiency of the system and the way that it is structured (emergency plans, business continuity plans, etc.) are regularly assessed using internal controls and appropriate training exercises.

2.1.3 Risk and insurance coverage

The GDF SUEZ Insurance Department is responsible for preparing, not reimburse or reimburse inadequately. Although the Group has establishing and managing insurance programs in the areas of excellent insurance coverage, specifically with regard to civil liability Group asset protection (against property damage and losses in and environmental risks, it could be liable beyond the maximum earnings), personal protection, third-party claims (civil liability) and insured amount or for events not covered (primarily due to the automobile insurance and prevention. common insurance exclusions).

For each of these areas:

- the amounts insured depend on the financial risks resulting from 2.1.3.1 Civil liability

International business line (usually with cover of \$50 million). sizeable compensation that the current insurance program does not cover or could incur very high costs that its insurance policies do

potential claim scenarios and coverage conditions offered by the A Directors & Officers civil liability program covers the market (available capacities and tariff conditions); representatives of GDF SUEZ, its subsidiaries and Group the optimization of the financing of low or moderate-level hazard representatives within its equity holdings. risks is based largely on self-insurance plans, either directly

A general civil liability program (including for environmental damage) through deductibles and retentions, or indirectly through the use of the Group's reinsurance company, whose commitments, on a has been taken out for all the Group's business lines in a total cumulative basis, represent a maximum estimated loss of amount of €800 million, all damages combined. This program approximately 0.2% of the Group's 2014 revenues. operates either at the first euro of liability or in excess of the However, the Group could, in certain cases, be required to pay out underlying coverage taken out by some regions in the Energy

As an operator of nuclear power plants in Doel and Tihange Insurance covering business interruption and additional operating (Belgium), Electrabel's civil liability is governed by the Paris and costs is taken out based on each risk analysis and in consideration Brussels Conventions. These established a unique system that of existing risk mitigation plans. departs from ordinary law to ensure that victims receive Construction projects are covered by "Erection All Risks" programs compensation and to encourage solidarity among signatory

This liability falls exclusively on the operator of the facility where the Exploration-production activity, which is carried out primarily nuclear accident occurs. In exchange for this strictly objective off-shore, is covered by a specific insurance program tailored to this liability, the amount of compensation is capped per accident and by sector's risks and in accordance with its practices. a 10-year statute of limitations. The signatory states to the conventions also created a mechanism that provides additional compensation beyond this maximum amount. 2.1.3.4 Marine liability

The nuclear civil liability insurance program taken out by Electrabel An insurance contract covers LNG transportation by LNG vessel, was adapted with effect from January 1, 2012 to comply with the limited to €50 million per shipment. Belgian national law requiring the operator to provide financial

The Group's business lines have property insurance covering the facilities that they own, lease or manage on behalf of third parties, 2.1.3.5 Employee protection programs with the exception of transmission and distribution network pipelines The operating entities develop programs covering employees in France. The main programs provide cover based either on new against the risk of accidents and medical expenses, in accordance replacement value or on contractual limits per loss event. In the with legislation in effect and pursuant to company agreements. latter case, the limits are set on the basis of major scenarios in

2.1.3.2 Nuclear civil liability accordance with insurance market rules and available offers (cost and capacity).

taken out by the owner or operator, project manager or prime countries. contractor.

Marine insurance contracts cover liability as ship owner (limited to guaranties or to take out civil liability insurance up to €1.2 billion. \$6 billion, except for war risk limited to \$500 million and pollution 2.1.3.3 Property damage risk limited to \$1 billion) or as charterer (limited to \$750 million). Damage to ships is covered up to their agreed value.

2.2 RISKS RELATED TO THE EXTERNAL ENVIRONMENT

The Group is sensitive to the structural and economic risk factors Group to anticipate and prepare for changes in the external that affect the energy sector. These risks are all analyzed and environment. The Group's research and innovation policy also helps measured as part of strategic planning processes that allow the to deal with strategic developments (see Section 1.5.1 "Innovation").

2.2.1 Economic environment

In Europe, there is a structural decline in demand for gas and Group has a range of energy services that it offers to industrial, electricity, associated, among other things, with improvements in business and residential customers, both inside and outside energy performance (new and existing buildings, networks, Europe, to meet the specific requirements of the energy transition. industrial processes), regulations, and more conscious use of energy by consumers.

2.2.1.1 Structure of demand In non-OCDE countries, energy demand is growing, but is sensitive to the level of economic growth in these countries.

A slowdown in economic activity could have a knock-on effect of In view of these risks, monitoring mechanisms have been set up reduced demand for energy and related services from our and business models adjusted. The Group's geographic and customers, affecting the Group's business volumes and margins. sectoral diversity provides a means of mitigation. In addition, the

Lack of growth in Europe and the competitiveness of coal have the Group's companies. The sustained economic slowdown in created an overcapacity for the Group in its fleet of thermal plants. Europe is further exacerbating this risk.

Policies aiming at reducing CO2 emissions, renewable energy technology, telecommunications and equipment manufacturers. support systems and other regulatory and tax systems, increase the The Group is rationalizing its operations and processes to adapt its complexity of the competitive balance among different forms of cost structure, enhance its integrated position on the value chain, ² energy and can firstly compromise the profitability of existing assets, and develop offers tailored to changes in its environment. and secondly create uncertainty over relevant technology choices 2.2.1.4 Business model for the future (including gas, renewables, nuclear and coal).

In the short term, the Group is rationalizing its generation fleet. The Group closed or mothballed several generation units in 2014 (see The energy sector is changing rapidly: in technologies (solar and 1.3.1.5 "2014 Highlights"). In the medium-term, the Group intends wind power and electricity storage), in customer requirements, due to propose a new energy market model in Europe, specifically as to new competitors and due to increased digitization in the sector. part of the Magritte initiative(1). In the longer term, a technology In response to these changes, the Group has implemented a watch enables the Group to develop strategic scenarios that structure dedicated to innovation and new activities with

Deregulation of electricity and gas markets, both in Europe and the United States, opened the door to new competitors and reinforced

2.2.1.2 Structure of supply market price volatility. Competitive pressure has a significant negative effect on the selling prices, margins and market share of

Stagnating natural gas demand could also result in overcapacity in The emergence of smart energy technologies impacts the gas and the European gas infrastructures. electricity value chain, with new competitors from information

anticipate changes in the energy mix. representatives in the business lines, so that its customers can be provided with tailored solutions.

2.2.1.3 Competitive environment Concerns associated with climate change and the improved competitiveness of renewable energy sources have had an effect on In its different businesses, the Group competes with major the Group's traditional activities. The Group's strategy is focused on international players and emerging players in the private and public developing renewable energy sources and developing services sectors. specifically for the energy transition.

2.2.2 Regulatory and political environment

The legal and regulatory landscape for the Group's businesses is bidding will be introduced for hydro concessions, with greater changing in terms of both environmental and social issues and due involvement by public-private companies;

The Group's businesses are subject to a host of laws and the revision of the policy document referring to the best available regulations that address environmental protection, promote energy techniques for large combustion facilities could lead to substantial systems with zero or low greenhouse gas emissions, reduce energy changes at some European sites; consumption, protect health and develop safety standards. All these the EU Directive on energy efficiency adopted in late 2012 has to

• which could have an impact on the Group's margins in France; and increasing the contribution of renewable energy sources to

• French law on the energy transition and the associated texts or operating costs for the Group. address these topics, as well as the mechanisms financing the The Group is rationalizing its generation fleet and its project portfolio

• to energy sector regulation. changes in regulations on CO2 quotas affect the market price of CO2 in Europe, and have consequences for the relative 2.2.2.1 Environmental and societal laws competition between natural gas and coal power generation; increasing numbers of countries are adopting such regulations;
  -

• measures could have a significant impact on the Group: be transposed into the various Member State laws and entails, in France, for example, a doubling of the Energy Savings European climate change and energy policy to the 2030 horizon Certificates (ESC) obligation in the third period (2015-2017), is aimed at promoting energy efficiency, reducing CO2 emissions,

the energy mix; Changing or tightening regulations could entail additional investment

fight against fuel poverty, and the promotion of energy efficiency. so that it can take advantage of opportunities, and is working to limit The mechanisms in place to support renewable energy sources all of these risks, principally as part of a proactive environmental and are expected to develop to enable greater market exposure, in social protection policy (see Section 3.3, "Environmental accordance with the European guidelines, while competitive information").

(1) See 1.1.4 Strategic priorities.

In some Member States and at European level, and in a number of in Brazil, the Group is exposed to regulatory changes on countries, including the United States, Australia and Brazil, public electricity markets. For example, in the event of drought the measures have been implemented in the energy sector through government could announce restrictions on water usage for regulation and the extension of regulatory powers in the area of power generation; competition. They can occur by the "overtaxation" of the profits in the United States, the development of electricity market made by energy companies (particularly nuclear production in regulation (primarily in Texas) could lead to uncertainty in terms of Belgium), the withdrawal of funds established for the dismantling of the Group earnings in this region.

Some draft regulatory developments may alter the risk profile of the country, but the Group partially limits this risk through diversification,

- Group's activities. key elements of its "Energy Union" policy. Some developments redesign of the electricity market model. Others might have a different entities operate. negative impact on the Group's activities, such as a centralized 2.2.2.3 Controlled, administered or regulated gas purchasing body, supervision of intergovernmental agreements, security of gas supply, and the reworking of the tariffs Third Energy Package;

• entry into force is scheduled early 2016. The implementing renewable energy.
• them into the market) and energy efficiency, infrastructure generation, distribution and sales. financing, environmental tax exemptions and fee waivers on the

2.2.2.2 Sector regulations financing of renewables (preferential rates for industrial partners), and capacity payment mechanisms;

-

nuclear power plants, by changes to the market operating rules and Through concerted action as part of the initiative commonly known supply security, by the regulator's intervention in the deregulated as "Magritte", which brings together the CEOs of the European sector to encourage the development of competition or else by the energy companies, and through its direct presence in EU and desire to hand back control of utilities to local authorities. National Member State institutions, the Group tries to anticipate any budget deficits and high levels of indebtedness contribute to legislation likely to affect the Group, and formulates proposals for increase this risk. decision-makers. It is hard to predict all regulatory changes in each Group and impact its earnings and its business model: by conducting its business in multiple countries. However, some regulatory developments offer new market opportunities for the on February 25, 2015, the European Commission published the

are positive, such as the formalization of an energy and climate In addition, other risks are discussed in Section 1, through the framework for 2030 based on a stronger carbon market, and the description of the legislative and regulatory framework in which the

In France, a portion of the Group's sales are made in the context of the implementation of common rules for the European internal electricity and gas market, as well as technical application administered tariffs. French laws and rules, European regulation and measures (electricity and gas network codes, currently in decisions by regulators (in particular, the French Energy Regulation development) are intended to complete the creation of a real Commission (CRE) for decisions on tariffs for access to certain internal energy market. These changes may require the technical infrastructures) may affect the Group's sales, profits or profitability, adjustment of our operations; in the event of the partial impact of procurement, infrastructure and in February 2013, the European Commission adopted a Council commercial costs on natural gas selling prices or the partial impact Directive proposal to levy a tax on financial transactions whose of costs on gas infrastructure access tariffs or electricity sales from

provisions, specifically the criteria for the inclusion of businesses Also, in France the opening of the electricity market to suppliers in the financial institution category, have yet to be agreed by the other than the traditional operator, in addition to the opening for very Member States participating in enhanced cooperation; large customers, is still limited and could be jeopardized by the the guidelines on state aid for energy and the environment, emergence of price reduction arising from regulated tariffs that published in the Official Journal of the European Union on replace and compete with commercial offers. June 28, 2014, have now come into effect. The effects on the

Group's business will mainly relate to national support Price control mechanisms also exist in other countries, specifically mechanisms for renewable energy sources (to gradually integrate Belgium, Hungary, Italy, Romania, Brazil and Mexico, for energy

To engage in its activities, the Group must hold various permits and Russia, Algeria, Yemen, Libya and Egypt. authorizations. Dealing with the regulatory authorities concerned to These countries are associated with political, economic, regulatory obtain or renew these can be a long and costly process. In addition, and financial risks. In addition, the Group might be unable to defend the Group may face opposition from the local population or its rights before the local courts in some countries in the event of a associations during the installation or operation of certain dispute with the government or other local public entities. equipment, or in relation to public energy price protests.

2.2.2.5 Country risk

in contracts is applied as widely as possible. Regular monitoring of Due to the diversity of its locations, the Group is exposed to country economic and non-economic indicators relating to corruption, risk (sovereign default, convertibility, expropriation, etc.). The Group human development, and inequality is done in each country to is present in countries such as Brazil, Chile, Thailand, Indonesia, assess the Group's exposure to country risk. Mexico, India and Peru, which are undergoing mixed economic and

2.2.2.4 Societal acceptability political developments. A significant share of gas supplies and exploration-production business comes from countries such as

The diversity of the Group's locations results in some mitigation of The Group therefore implements widespread consultation upstream country risk: 85% of revenues are generated in Europe and North 2 of its projects, forges partnerships with civil society and ensures the America, 10% in Asia, the Middle East and the Pacific and 5% in positive economic impact of its activities, in line with community South America. The Group also manages these risks within expectations (see Section 3.4 "Societal information"). partnerships or contractual negotiations adapted to each location. It chooses its locations by applying a formal investment procedure that appraises risk. The inclusion of international arbitration clauses

2.2.3 Impact of Climate

Significant climate changes (mainly in temperature, but also in terms adequate, it could lead to strong pressure on the supply/demand of water availability(1) and wind) from one year to the next can cause balance for gas in Europe, including France. substantial fluctuations in the electricity and gas supply-demand Although the Group cannot protect itself against fluctuations in

Beyond these annual changes, there has been a warming of the supply costs (see Section 2.3.1 "Purchases and sales"). average climate, although periods of extreme cold are possible in In the longer term, the Group is looking at ways of combining Europe. Regulations require suppliers to provide storage capacities sustainable development and managing the impact of climate according to their customer portfolio; if supplier bookings are not change on its business.

balance. These factors, which combine price and volume impacts, demand, it is able to modulate its gas purchases and rationalize its have a direct effect on the Group's income. electricity production, which enables it to adapt its production and

2.2.4 Reputational risk

The Group is exposed to reputational risk, both directly and Through its policies, organization, procedures and governance, the indirectly, especially when the Group's values, its operational Group endeavors to prevent operational risks (see Section 2.3, excellence or its legitimacy as a utility are called into question. "Operating risks") and smear campaigns that could affect its

reputation. The flagship brand "GDF SUEZ" (name and logotype) is registered in over one hundred countries. As a vital part of the Group's intangible corporate assets, the brand is constantly monitored to protect it against any fraudulent use that could harm the Group's image.

2.3 OPERATING RISKS

2.3.1 Purchases and sales

The Group has established a portfolio composed in part of risk"). long-term, take-or-pay contracts (see Section 1.3.1.6.1, "Central

In case of major gas supply interruption (for example, due to an and sale of energy interruption of Russian deliveries or an interruption of transit in Ukraine), the replacement cost for gas, including transportation, The main risks related to regulated sales are outlined in could be higher and affect the Group's margins. To control this risk, Sections 2.2.2.2 "Sector regulations" and 2.2.2.3 "Controlled, administered or regulated rates". the Group has a number of tools for flexibility and modulation (flexibility in long-term contracts, storage and regasification capacity, In its portfolio optimization activities for physical assets (power and purchasing in the marketplaces) as well as a diversified plants, long-term contracts, etc.) and customers, as well as in

price indices of oil products) may be decorrelated from selling prices system failure. Operations are monitored via appropriate processes, or prices in the gas markets: this spread might have a significant and risks are taken into account as part of the Group's internal control program, "INCOME". In addition, a specific system for impact on the Group's results. Long-term contracts include price adjustment clauses, so that the economic balance between increased monitoring of operating risks has been set up in the producer and buyer can be altered. The Group's buy/sell margin Group's various business lines. may therefore change according to price adjustments in LNG or

Negotiations in recent years have led to the integration of market (excluding energy)

major supplier, or the dependence of a Group entity on a critical The Group is an electricity producer in Europe, the United States supplier, or vice versa. and Australia, where the profitability of its assets is linked mainly to prices in electricity markets. The economic climate or decisions by The implementation of purchasing management by category, i.e. by some states regarding the electricity sector may lead to volatility in homogenous supplier market, has strengthened processes for

2.3.1.1 Purchase and sale of natural gas The Group monitors changes in its risk exposure and makes decisions accordingly (see Section 2.5.1, "Commodities market

2.3.1.3 Operational risks related to the purchase Western Europe").

portfolio. managing the associated financial positions, the Group is exposed Prices of long-term purchase contracts (partially indexed to the to operating risks such as fraud, execution error, and process and

2.3.1.4 Purchase risks and supply chain risks gaseous gas contracts.

indices in long-term contracts and/or to the reduction of the The performance of the Purchasing and Procurement function and difference between the contract price and market price. They have its ability to manage the associated risks affect all of the Group's also led to an increased frequency in price revisions. activities. Management of purchasing and supplier risks is 2.3.1.2 Purchase and sale of electricity monitored at Group level specifically, external risks that are regarded as having the biggest impact, such as the failure of a

electricity prices, which may have an impact on Group earnings. selecting and qualifying suppliers, and has enabled their performance to be monitored, thereby limiting the impact of these The Group may also have to buy power to supply its customers, for risks on the Group's activities. Similarly, for new projects, risk example to cover any non-availability of its fleet. These purchases management covers specific purchase and supplier/subcontractor are rationalized but could generate extra supply costs. risks (see Section 2.3.2.2 "Risks related to development and major projects").

2.3.2 Management of assets and development

External expansion, notably by means of acquisitions, could lead the 2.3.2.3 Risk linked to nuclear development Group to issue equity securities, or to borrow. Acquisitions present risks related to integration difficulties and failure to achieve expected 2 benefits and synergies. Risks related to the valuation of assets or The Group actively pursues its projects in the development, liabilities or non-achievement of expected results could arise at the construction and operation of nuclear power plants. The Group has end of the acquisition process, resulting in provisions for asset teamed up with Toshiba Westinghouse (AP1000 technology) in the impairment. The Group also sells assets for which it may retain United Kingdom, and is also a member of a consortium formed with

The acquisition processes implemented by the Group, particularly technology) in Turkey. during due diligences, aim to assess to the greatest possible extent It should be noted that these projects are currently still in the the uncertainties related to these risks in such cases. The resulting pre-development stage, and that the Group's financial exposure is appraisal depends on the quality of the information transmitted to therefore not material.

2.3.2.2 Risks related to development and major projects operation, service entities and Group projects.

2.3.2.4 Risks relating to partnerships and minority The Group bases its growth on various major industrial construction projects, such as gas and electricity plants and dams, where it usually acts as owner and/or operator. The profitability of these investments

The implementation of contract management arrangements allows of information or an impact on the Group's reputation) with the for better control of some of these risks, including through the use signing of shareholders' agreements on governance and information of indemnification mechanisms, in respect of our customers and off reporting, and with the role of the director representing the Group.

The Group is also responsible for the facility design and partner's strategy or even the local political and economic construction phases of some projects. Although these projects are environment may, in some cases, lead to the failure of a partnership always subject to in-depth studies and the Group has or changes in its control or governance, a change of control or a acknowledged expertise, construction deadlines may not always be partnership's governance, or to a disinvestment. met resulting in penalties, construction costs may be higher than These situations may lead the Group to develop contractual anticipated, the facilities' performance may not comply with the arrangements for deadlock resolution or, in the event of conflict with specifications and subsequent accidents may trigger the Group's the partner(s), to seek a solution before the relevant courts or civil liability, professional indemnity or criminal liability. This could arbitration bodies. have a negative impact on the Group's image, financial situation, or earnings.

2.3.2.1 Optimization of the asset and investment The Group has strengthened operational monitoring and oversight of projects and is monitoring the portfolio of projects at Group level, portfolio which provides the warnings needed to launch corrective action.

certain liability guarantees. Japanese groups Mitsubishi Heavy Industries and Itochu (ATMEA1

the Group and is limited by the judicial and regulatory framework The Group has established governance principles for development, applicable under local corporate law. construction, operation and decommissioning based on its experience as a nuclear power plant operator. It is also active in employee recruitment, training and retention, both for facilities in

assets – whose service life is several decades – depends greatly on Partnerships and acquisitions of minority interests are one of the cost control and construction times, the operational performance of ways in which the Group can share the economic and financial risks the industrial asset, external phenomena (e.g. natural disasters and inherent to some projects, by limiting its capital employed and strike actions), regulatory and fiscal changes and changes in the allowing it to adapt more appropriately to the specific context of competitive environment and markets over the long term, which local markets (see Note 4 to Section 6.2 "Consolidated Financial could reduce the profitability of certain assets or result in lost Statements"). As much as possible, the Group protects itself against revenues or asset impairment. the risks resulting from joint control or lack of control (such as a lack

takers, as well as our suppliers and subcontractors. However, changes to the project, the economic situation, the

2.3.3 Legal risks

The Group faces legal risks in all of its businesses and in global and procedures are described in Note 28 of Section 6.2, markets. The risks arising from the legal and regulatory framework, "Consolidated Financial Statements". With the exception of these from operations, from partnerships and from contracts signed with procedures, and to the Company's knowledge, no other customers and suppliers are mentioned in the respective governmental, legal or arbitration procedure (including a suspended

material impact on the financial position or profitability of the In the course of its operations, the Group is engaged in a certain Company and/or Group in the past 12 months. number of legal disputes and arbitration procedures, and is also subject to investigations and procedures. The main investigations

subsections of this Chapter 2. or threatened procedure(1) exists that is likely to have, or has had,

2.3.4 Ethical risks

Any breach of the ethical principles of the Group could expose it to Compliance Division promotes their implementation within the ethical and legal risks (see Note 28 of Section 6.2, "Consolidated Group, through the managerial line and the network of Compliance Financial Statements"). Ethics policies are developed to avoid, as far Officers (see Section 3.1, "Ethics and compliance"). The ethical risks as possible, the occurrence of such risks. The Ethics and identified are analyzed and action plans are implemented.

2.3.5 Risks related to human resources

Developments in the Group's activities (the impact of digitization, for relations"). This framework means that social partners are involved example), as well as its international growth, requires new at the earliest possible moment in the strategic and industrial know-how and the mobility of certain employees. In addition, objectives pursued by GDF SUEZ. demographic aging affects specific technical sectors. An active As part of its development strategy outside Europe, the Group policy of mobility between entities and between activities, combined regularly holds discussions with Global Union federations. with policies for professionalization, for the development of support 2.3.5.3 Quality of life in the workplace and functions, for the recognition of experts, and for attractiveness, through remuneration measures and incentives tailored for the environment, is also implemented (see Section 3.2.1, "Human managerial behaviors resources development policies"). The Group is also working The implementing of appropriate terms of engagement, the towards the launch of a professional observatory, to increase its motivation of its employees and the prevention of psychosocial risks capacity for anticipating and taking action in respect of changes in are part of the Group's core strategy. its activities.

chain to provide assistance in its role in change management. changing markets, particularly with regards to increased competition and evolution of its activities. In this context, Processes are deployed at the most appropriate level: being consultation and negotiation play their part in governing social attentive to employees (call numbers, barometer surveys, etc.),

GDF SUEZ is respectful of all representational bodies. In Europe, development, development of expertise and internal mobility. GDF SUEZ dialogues with the two staff representative bodies, the

2.3.5.1 Expertise European Works Council and the French Group Works Council, to support the transformations in progress (see Section 3.2.3, "Social

The Group invests in the promotion of behavior that helps in the 2.3.5.2 Social dialogue development of staff, relying in particular on the deployment of the "GDF SUEZ Management Way" (see Section 3.2 "Social information"). Particular attention is also paid to the managerial The Group must become more agile in order to adapt to its

relations. quality of life in the workplace programs, information on career

(1) This term means investigations or controls that have begun.

2.3.6 Risks related to health and safety and protection of Group assets

The Group is committed to eradicating fatal accidents and reducing exceptional resources, for instance in the event of an evacuation. occupational accidents and illnesses. The Group policy outlining the 2.3.6.3 Protection of tangible and intangible principles of this approach was agreed with the union federations at European level and subsequently worldwide, and an action plan ² Group assets was drawn up for 2010-2015 (see Section 3.2.6, "Health and safety

Addressing the risk of death at the workplace is part of the overall its tangible Group assets, may be exposed to malicious acts. system for controlling the risk of industrial accidents. However, a Information, whether digital, physical or even verbal in form, specific plan for the sustainable mitigation of fatal accidents was constitutes the Group's intangible assets and may also be exposed to the same malicious acts. launched in 2012. It relies specifically on nine "lifesaving rules" to

The international scope of the Group means it may be exposed to a subject to protective measures tailored to the local situation and number of health and safety risks, the threat of which warrants a revised according to the actual threat status. The Group is specific organization entrusted to the Safety Department which has continuing to act to protect its intangible Group assets, in order to established a country watch. As such, the Group is required to prevent any internal or external action aimed at capturing and using continuously assess the risks of terrorism, armed conflicts and sensitive information and to deal with any incidents or accidents confrontation with criminal organizations. Geographic areas are detected. The Information Security Committee, chaired by the subject to classification according to specific prevention and Secretary General, coordinates and controls all actions by the protection measures. To accomplish this mission, the Group relies Group aimed at protecting its intangible assets.

2.3.6.1 Health and safety at work on State services as well as specialized providers. Should a specific situation occur, the crisis unit can be mobilized to provide

policy"). The Group's sites and industrial or tertiary facilities, which make up

prevent the reoccurrence of past fatal accidents. To combat this type of risk, the Group implements a policy for the protection of tangible and intangible Group assets, covering 2.3.6.2 Employee safety technical (including IT), legal, managerial and organizational areas. Sensitive sites where tangible corporate assets are located are

2.3.7 Risks related to information systems

The introduction of new technologies (e.g. Cloud Computing, Bring extra costs that could be detrimental to the Group's strategy or Your Own Device), the evolution of industrial control systems and image. the development of new uses (e.g. social networking) expose the In response, the Group has set up prevention and security Group to new threats. Cyber-attacks and hacking attempts are measures for its information systems and data that are tailored to increasingly targeted and carried out by specialists, and can target the risks identified. In connection with the Group's internal control the company along with its customers or partners. More generally, policy and its security policy, these organizational, functional,

2.4 INDUSTRIAL RISKS

The areas of activity in which the Group operates entail major local authorities). The industrial safety of the facilities that the Group industrial risks capable of causing harm to persons and property, operates is one of its major concerns. The handling of these risks is and exposing it to claims for civil, criminal and environmental liability. subject to in-depth monitoring and specific targeted investments, These risks may concern facilities belonging to the Group or audits of the facilities in question are performed regularly. managed by the Group on behalf of third parties (industrial clients or

system failure could result in information losses or leaks, delays and technical and legal security measures are subject to annual checks.

2.4.1 Industrial facilities and Seveso sites

The Group operates and builds systems for gas transmission, continuous improvement, which is intended to reduce the level of distribution and storage systems, exploration-production facilities, residual risk by responding to the highest risks on a priority basis. LNG tankers, regasification facilities, LPG stations, electrical power Moreover, the risk of industrial accidents is part of the Group's plants, hydro facilities, as well as certain services provided in an internal control program. The Group conducts periodic inspections industrial environment. Some of these facilities are high-threshold and audit and control missions to ensure that these measures are Seveso sites (or considered as such by the Group). effectively implemented.

Risks can stem, for example, from operating incidents, design flaws A specific action plan for the protection of industrial control systems, or from external events beyond the Group's control (including linked to industrial processes, is being implemented. It aims to third-party actions and natural disasters). Industrial accidents can prevent the risk of activity interruption or accidents due to cause injuries, loss of life or major property and/or environmental cyber-attacks.

The Group carries out its industrial activities in compliance with a the event of a major claim, these policies could prove insufficient to framework of safety regulations, including the "Seveso II" European cover all damages incurred, lost revenues, civil liabilities and Directive(1)". These industrial risks are controlled by implementing a increased expenses (see Section 2.1.3 "Risk and insurance safety management system at each site based on the principle of coverage").

damage, as well as activity interruptions and operating losses. For the most part, these risks are covered by insurance policies. In

2.4.2 Environmental pollution

Facilities that the Group owns or manages on behalf of third parties situation, earnings and outlook, and lead to the engagement of its may entail risks of damage to the natural environment (air, water, liability as a legal entity. Any amounts set aside, insured or soil, the habitat and biodiversity), and may pose health risks to guaranteed, may be insufficient. Complaints and convictions relating consumers, neighboring residents, employees and subcontractors. to the environment are given in Section 3.3.4.9, "Active prevention These health and environmental risks are governed by strict national of environmental risks". and international regulations. Non-compliance with these Health and environmental risks are regularly monitored by the

environmental standards or a process failure can have a significant Group, by external auditors and by governmental authorities, both negative impact on the Group's image, its business, financial for operational sites and closed facilities, such as former gas plants.

2.4.3 Nuclear power plants in Belgium

The Group owns and operates seven nuclear reactors of the that some safety measures be strengthened to take account of pressurized water type at two nuclear electricity production sites at more severe natural disasters. Doel and Tihange in Belgium. Although, since the commissioning of In 2012, flaw indications in the vessel walls of the Doel 3 and the first reactor in 1974, these sites have been without any major Tihange 2 reactors were detected. The remaining vessels, of a nuclear safety incidents that could have resulted in danger to different manufacturing, are also under inspection and those already employees, subcontractors, the general population or the inspected showed no flaw indication. After analyzing the supporting environment. They could present civil liability risks for the Group, reports, the AFCN ruled in favor of restarting Doel 3 and Tihange 2, specifically in the event of a nuclear accident or the discharging of but requested a program of additional tests. The two units were

All persons working at Group nuclear power plants have appropriate end of March 2014, after results from the additional tests did not qualifications, in particular control room operators. During deliver the expected results. In November 2014, a board of experts operations, compliance with safety rules and conditions at the convened by the AFCN made requests and additional facilities are subject to inspection by the Belgian Federal Agency for recommendations. Electrabel is continuing studies to present a Nuclear Control (AFCN), assisted by Bel-V, its technical support safety file to the nuclear regulators. The AFCN will then decide subsidiary. In addition, both nuclear sites are OHSAS 18001, whether to authorize the restarting of Doel 3 and Tihange 2. The

March 2011, stress tests were carried out on European nuclear Note 13.3.1 of Section 6.2, "Consolidated Financial Statements" provides some measurement of the impairment of the nuclear plants at the request of the European Council. The AFCN confirmed assets under different scenarios of a permanent shutdown of the in its report of November 8, 2011 that the safety level was reactors. adequate. Its final report, published at the end of 2011, requested

large quantities of radioactive material into the environment. restarted in early June of 2013. They were voluntarily stopped at the ISO 14001 and EMAS-certified. unavailability has been extended to July 1, 2015; beyond that, any delay in the restart will impact the Group's 2015 targets. Following the nuclear accident at the Fukushima plant in Japan in

(1) Directive 96/82/EC ("Seveso II") as amended by EC Regulation 1882/2003 and Directive 2003/105/EC.

The Government formed in October 2014 agreed to an extension of substance on the surface of the barrels. However, this issue has no the operating life of Doel 1 and Doel 2 beyond 40 years. The effect on the safety of the environment or the health of the economic and financial conditions of such extension are still under population. Studies are in progress in liaison with ONDRAF. The discussion. It was also decided to extend the operating life of phenomenon was not detected at the Tihange plant, where a Tihange 1 for 10 years beyond 2015 (see Section 1.3.1 "Energy different encasement process is used, one that does not contain Europe"). aggregates.

The operation of nuclear power plants is regulated in part by In addition, spent nuclear fuel is stored at power production sites radioactive waste authorizations. The Group therefore reduces its pending a political decision on the fuel cycle downstream process. discharges of radioactive liquid and gaseous effluents to the Costs associated with the management of spent fuel and the 2 possible extent, while controlling the volume of low and medium dismantling of facilities are included in the costs of electricity radioactive waste. In Belgium, all nuclear waste management is the production from nuclear sources and are the subject of provisions. responsibility of the National Agency for Radioactive Waste and The assumptions and sensitivities regarding the assessment of Enriched Fissile Material (ONDRAF). In 2013, barrels of medium these amounts are outlined in Note 19.2 of Section 6.2, radioactive waste from the Doel plant, stored at Belgoprocess, were "Consolidated financial statements". subject to additional checks related to the discovery of a gel-like

2.4.4 Exploration-Production of hydrocarbons

The exploration and production of hydrocarbons are activities possible, the Group teams up with companies that are known for subject to significant risks such as geological hazards and risks of their expertise, rules and high level of commitment to safety and major industrial accidents (oil spill, fire, explosion, loss of well accident prevention;

system (see also Section 2.4.1) based on the ISO 14001 and Geological hazards are related to difficulties in investigating subsoil, OHSAS 18001 international standards, and takes into account the physical characteristics of oil or gas fields and those of best practices in the E&P industry, particularly those of the hydrocarbons. In fact, estimates of discovered reserves must be International Association of Oil and Gas Producers (OGP); large enough and have a positive economic analysis in order for said has its hydrocarbon reserves regularly assessed by an reserves to be exploited. During production, reserves may turn out independent third party; to be lower than expected and this may adversely affect the economics of their use. insures its facilities against structural damages, loss of production

conducts its activities by sharing risks as part of consortia in which it may be an operator or simply a partner. As far as

2.5 FINANCIAL RISKS

2.5.1 Commodities market risk

The Group is principally exposed to two types of commodity market principle of separation of risk management and operational risk: price risks related directly to fluctuating market prices and activities, (ii) a Group-level Energy Market Risks Committee (EMRC) volume risks (weather-related and/or dependent on economic that is responsible for validating the business lines' risk policies and activity). The Group is exposed to these risks, particularly in relation monitoring consolidated exposure, (iii) following a market and to gas, electricity, coal, oil and oil products, other fuels, CO2 and counterparty risk mandate, and (iv) a specific risk control unit other green products (see 6.1.1.8 « Outlook »). coordinated by the Finance Department.

With the exception of trading activities, market risks are assessed Most of its electricity production activity outside Europe and the by means of their impact on EBITDA. Accordingly, the main risk United States is secured by long-term PPAs, often with local indicators for managing the energy portfolios include sensitivity to authorities, in which variations in operating expenses, in particular unit price changes, the EBITDA at Risk, portfolio hedging ratios and fuels, are transferred as "pass-throughs" into electricity sale prices. stress tests based on predefined unfavorable scenarios. For trading This greatly limits exposure to price fluctuation risks, even if the activities, and in accordance with market standards, risk indicators transfer is imperfect in some contracts.

The Group has implemented a specific governance process to control market and counterparty risks based on (i) the general

• control, etc.). carries out its operations under the rules of a safety management
  -
• and civil liability lawsuits, including pollution, in accordance with In order to reduce the impact of these risks, the Group: industry practice.

include sensitivities, Value at Risk (VaR) and stress tests (see The Group also uses derivatives to offer hedging instruments to its Note 17.1.1 in Section 6.2 "Consolidated financial statements"). clients and to hedge its own positions.

2.5.2 Counterparty risk

Due to its financial and operational activities, the Group is exposed These risks are managed via framework agreements that use to the risk of default by its counterparties (customers, suppliers, standard mechanisms such as third-party guarantees, netting

suitable recovery procedures (especially for retail customers). services or deliveries made), delivery (non-delivery of supplies or services) or assets (loss of financial investments).

partners, intermediaries, banks). agreements and margin calls or by the use of dedicated hedging instruments. Operational activities may also involve prepayments or The impact of this may be felt in terms of payment (non-payment for

2.5.3 Currency risk

The Group is exposed to foreign exchange risks defined as the For an analysis of foreign exchange risk sensitivity, see impact on the balance sheet and the income statement of exchange Note 17.1.3.2 of Section 6.2, "Consolidated financial statements". rate fluctuations as it performs its operational and financial activities. As part of the Group's foreign exchange risk policy, recurring These are broken down into (i) a transactional risk related to current transactional risk is subject to systematic hedging in cases where operations, (ii) a specific transactional risk related to investment, this risk is material and almost certain to materialize. During the merger-acquisition or disposal projects, (iii) a translational risk examination of investment projects, the specific transactional risk is related to assets outside the eurozone, and (iv) a risk related to subject to a case-by-case hedging strategy. Finally, translational risk consolidation in euros of the subsidiaries' accounts where the is covered by partial hedging strategies subject to a reasonable functional currency is other than the euro. This risk is concentrated hedging cost and sufficient market liquidity related to the risk of in dollar-denominated equity investments (in the United States and currency depreciation. on assets considered on a dollarized basis), as well as equity investments located primarily in Brazil, Australia and the UK.

2.5.4 Interest rate risk

The Group's objective is to control its financing cost by limiting the Note 17.1.4.1 and Note 17.1.4.2, respectively, of Section 6.2, impact of interest rate changes on its income statement and, with "Consolidated financial statements." this in view, to create a balanced distribution among the various In order to manage the interest rate structure for its net debt, the reference rates over the medium-term. The Group's policy is Group uses hedging instruments, particularly rate swaps and therefore to diversify the net debt reference rates among fixed, options. Managed centrally, rate positions are reviewed periodically variable and protected variable ("capped variable") rates. The and when any new financing is raised. This management is subject distribution may change around the balance point according to the to a risk mandate: any substantial change in the rate structure

The breakdown by type of interest rates of the outstanding financial debt and sensitivity analysis for interest rate risks are available in

market situation. requires prior approval from the Finance Department.

2.5.5 Liquidity risk

In its everyday operations, the Group is exposed to the risk of a lack various forms of financing used. The Group's financing policy is of liquidity necessary to meet its contractual obligations. WCR based on: (Working Capital Requirement) consists both of elements resulting centralizing external financing; from transactions (customers, stock, suppliers) and margin calls diversifying sources of financing between the banking market and linked to certain derivatives. ² the capital markets;

Liquidity is based on the regular renewal of various financing tools achieving a balanced debt repayment profile. available to the Group such as credit lines, bond financing or other GDF SUEZ pools the majority of the cash flow requirements and financing tools, to ensure their availability and their adequacy in surpluses of the Group's subsidiaries, as well as most of their relation to financing requirements. These facilities are pre-agreed medium- and long-term external financing requirements. Financing and appropriate for the scale of its operations and for the timing of vehicles (long-term and short-term) provide centralization, as do the contractual debt repayments. Note 16.2.1 in Section 6.2 Group's dedicated cash-pooling vehicles in France, Belgium and "Consolidated financial statements" explains the distribution of the Luxembourg.

-

2.5.6 Impairment risk

Assumptions and estimates are made to calculate the recoverable these assumptions could have a significant effect on the amount of value of goodwill and tangible and intangible fixed assets, with the recoverable value and could lead to changes in the impairment particular reference to market outlook, which is more sensitive for to be recognized (see Note 1.3.1.2 in Section 6.2, "Consolidated certain operations. These assumptions and estimates are needed to financial statements"). assess cash flows and the discount rate to apply. Any change in

2.5.7 Equity risk

As of December 31, 2014, the Group holds a number of substantially or remains below its historical cost for an extended non-consolidated interests in listed companies (see Note 16.1.1 in period. Section 6.2, "Consolidated financial statements"), the value of which The Group's portfolio of listed and unlisted stocks is managed fluctuates on the basis of trends in the world stock markets and/or under a specific investment policy and is subject to regular reporting the position of the relevant companies. to Executive Management.

A decline of 10% in the stock market price of these listed securities In addition, the Group holds interests in listed companies would have a negative impact of about -€141 million on the Group's consolidated using the equity method, including SUEZ overall income. The Group estimates that impairment indicators for Environnement (see Note 4 to Section 6.2, "Consolidated financial

listed securities occur when the value of any such security falls statements"), for which a significant or extended fall in the price below the value on the balance sheet is an indication of impairment.

2.5.8 Tax risk

Rule tightening by States seeking financial resources cannot be application of tax rules may have an impact on the Group's earnings

ruled out. Changes in tax regulation or case law relating to the (see Note 28.1 of Section 6.2, "Consolidated financial statements").

2.5.9 Pension funding risk

A significant portion of the Group pensions commitments and the These assumptions and rules may be subject to changes that assets associated with these plans are concentrated in France and increase the Group's commitments and therefore require an Belgium. Other defined-benefit pension plans are mainly located in increase in the relevant provisions.

In recent years the Group has terminated a number of post-employment benefits and other long-term benefits, in addition defined-benefit plans and replaced them with defined-contribution to pension liabilities. These mainly comprise energy-related benefits plans. The defined-benefit plans still in operation notably include, in provided to retired employees within the scope of EGI. France, the special electricity and gas industry (EGI) plan, which is a Hedging levels and financing requirements for the Group's pension

Note 20 of Section 6.2 "Consolidated financial statements" details asset allocations, as well as interest and inflation rates and changes the items evaluated and recognized. in the applicable legal and regulatory framework.

The calculation of commitments is estimated with actuarial methods For some plans outside the scope of the EGI, GDF SUEZ may be using methods, assumptions and models to assess liabilities or required to fully or partly finance any difference between the market determine asset allocations and associated risks that could have a value of these assets and the hedging levels projected for these significant impact on hedging levels and financing requirements. plans, or any insufficiency in the return on the assets in respect of

the guaranteed minimum average rates. In France, commitments within the scope of the special EGI statutory plan are estimated using actuarial assumptions and rules respectively governing benefits paid out by plans operating under ordinary law and amounts that remain the Group's responsibility.

Europe, Brazil and Australia. Substantial commitments exist in the form of other

legal statutory plan. plans vary according to the performance of financial markets and

3

SOCIAL AND ENVIRONMENTAL INFORMATION, CORPORATE SOCIAL COMMITMENTS

3.1.1	Ethics policy	68	3.4.1	Socioeconomic development in local
3.1.2	Organization and structures	68		communities
3.1.3	Compliance	68	3.4.2	Stakeholder dialogue and partnerships
3.2	SOCIAL INFORMATION	69	3.4.3	Community philanthropy, solidarity and combating energy poverty
3.2.1	Human resources development policies	69	3.4.4	Purchases, subcontracting and suppliers
3.2.2	Social commitment: building a company committed to corporate citizenship,		3.5	REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED
	diversity and solidarity	70		AS INDEPENDENT THIRD-PARTY, ON
3.2.3	Social relations	72		THE CONSOLIDATED
3.2.4	Employee savings plans	73		ENVIRONMENTAL, SOCIAL AND SOCIETAL INFORMATION
3.2.5	Employee shareholding	73		PUBLISHED IN THE MANAGEMENT
3.2.6	Health and safety policy	74
3.2.7	Social data	76	3.6	STATUTORY AUDITORS'
3.3	ENVIRONMENTAL INFORMATION	83		REASONABLE ASSURANCE REPORT ON SELECTED SOCIAL,
3.3.1	Legal and regulatory framework	83		ENVIRONMENTAL AND
3.3.2	The environmental management system	84
3.3.3	Environmental responsibility, performance control and measurement
	systems	85
3.3.4	Group actions	87

		PAGE			PAGE
3.1	ETHICS AND COMPLIANCE	68	3.4	SOCIETAL INFORMATION	92
3.1.1	Ethics policy	68	3.4.1	Socioeconomic development in local
3.1.2	Organization and structures	68		communities	92
3.1.3	Compliance	68	3.4.2	Stakeholder dialogue and partnerships	92
3.2	SOCIAL INFORMATION	69	3.4.3	Community philanthropy, solidarity and combating energy poverty	93
3.2.1	Human resources development policies	69	3.4.4	Purchases, subcontracting and suppliers	93
3.2.2	Social commitment: building a company		3.5
	committed to corporate citizenship, diversity and solidarity	70		REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD-PARTY, ON
3.2.3	Social relations	72		THE CONSOLIDATED
3.2.4	Employee savings plans	73		ENVIRONMENTAL, SOCIAL AND SOCIETAL INFORMATION
3.2.5	Employee shareholding	73		PUBLISHED IN THE MANAGEMENT
3.2.6	Health and safety policy	74		REPORT	94
3.2.7	Social data	76	3.6
3.3	ENVIRONMENTAL INFORMATION	83		STATUTORY AUDITORS' REASONABLE ASSURANCE REPORT ON SELECTED SOCIAL,
3.3.1	Legal and regulatory framework	83		ENVIRONMENTAL AND
3.3.2	The environmental management system	84		GOVERNANCE INFORMATION	97
3.3.3	Environmental responsibility,

3.1 ETHICS AND COMPLIANCE

3.1.1 Ethics policy

GDF SUEZ's ethics policy aims to develop an ethics culture and the integrity referential, which describes the way the Group is

• exposes it, and sets out the action plan for the prevention of fraud the Ethics Charter(1), which sets the general framework for the and corruption: the implementation of the business consultants' professional behavior of every employee. It specifies four policy and the governing principles for business relationships, fundamental principles: acting in accordance with laws and particularly for gifts and invitations, tailored to each business line; regulations; establishing a culture of integrity; behaving fairly and
• ethical measures; the "Ethics in Practice" guidelines,(1) which specify the
• practice based on: structured to manage the risks to which any breach of integrity
  • honesty; and respecting others. It also describes the ethics the Managing Ethical Compliance Referential, which specifies the governance system; organization and the processes deployed to achieve effective
  • a Human Rights Referential (1) implementation procedures for ethics in business situations on a which explains the Group's daily basis; commitments to human rights and provides project and activity-level risk analysis tools.

3.1.2 Organization and structures

The senior executives of GDF SUEZ, particularly the Chairman and and implement ethical action plans and compliance procedures in Chief Executive Officer and the General Secretary, member of the the business lines and take the necessary monitoring measures. Executive Committee and the Group Ethics Officer, promote and Within the General Secretariat, the Ethics and Compliance Division

The ethics and compliance organization is overseen by the Board of monitors achievement of targets. It supports the EOSC and CC in Directors. The Ethics, Environment and Sustainable Development performing their duties. It drafts the ethics documents and Committee, which reports to the Board, assists it with subjects referentials and promotes their implementation within the Group. relating to governance, ethics and compliance. The ECD coordinates a decentralized network of more than 150

operating divisions and works closely with all the concerned Committee (CC), both chaired by the Group Ethics Officer, initiate

oversee the ethics policy and ensure that it is properly applied. (ECD) draws up ethics action plans and compliance procedures and ethics officers within the subsidiaries, BUs, business lines and The Ethics Officer Steering Committee (EOSC) and the Compliance departments, including Risk Management, Internal Control, Internal Audit, Human Resources and Legal.

3.1.3 Compliance

- executives; defining responsibilities at every level of the management line;

• handling of ethics incidents by Group entities; supporting and raising the awareness of employees through
• evaluating major Group projects; mandatory training for senior executives on the risk of fraud and
• intranet website, and distributing the charter and guidelines, training and specific information for ethics officers through the translated into 20 languages, to all employees; annual convention and web conferences;
• Ethical compliance management involves: the inclusion of ethics in the annual appraisal process for senior
  • reporting failures via a whistle-blowing and a reporting tool, monitoring and implementing the Group's ethics policy using an INFORM'ethics, deployed in the business lines and BUs for notifying annual compliance procedure and a dashboard of 15 indicators, incidents in the following six domains: accounting and financial including the distribution of ethics documentation, training and integrity, conflicts of interest, social responsibility and human rights, the setting up of ethics policies. The resulting annual compliance business ethics, confidential information and protection of intangible report is presented to the Management Committee and the property. These systems have been declared to the CNIL (the Ethics, Environment and Sustainable Development Committee of French National Data Protection Commission); the Board of Directors;
    -
  • training modules: e-learning (competition, corruption, business taking into account non-financial criteria, including the prevention relationships etc.), business ethics, and human rights; of corruption and respect for human rights, in the assessment of
  • corruption; publishing ethics and compliance documents on the Group
    • annual analysis of ethical risks, carried out as part of the Group's risk review;
• (1) These documents are available on www.gdfsuez.com.

prevention of the risk of fraud, within the INCOME internal control policies and, where applicable, define actions for improvement. program;

3.2 SOCIAL INFORMATION

The GDF SUEZ Group is a large and committed employer. The aim performance recognition and development of attractive of its Human Resources function is to contribute to the Group's cross-functional career paths. In 2014, a structured action plan of transformation in four key areas: anticipating and preparing for the 10 initiatives to support managers in the Group's transformation future; playing a major role alongside managers; increasing the was launched. The first results are already visible: Adaptation of contribution of individuals and employee groups; and making the GDF SUEZ Management Way to the current context, support for its HR function stronger, more attractive and more effective. All HR deployment with a guide called "Putting Management Way Into actions are closely focused on two cross-cutting aspects: the Practice" and a self-assessment tool; focus on the "People obligation to be committed to the health and safety of everyone, and Leadership" aspect of Management Way, with a dedicated

(960 mentor-mentee teams in 2014) to help managers put 33,000 Group managers helped identify major strengths: a Management Way into practice; and Group guidelines on financial consistent managerial culture, pride of belonging, strong and non-financial recognition. commitment and leadership qualities. However, it also highlighted areas for progress in the development of managerial skills,

incorporating compliance with ethics principles, particularly the internal and external audits to assess the implementation of

the desire to mark our actions and conduct with a social imprint. e-learning module on the development of employees identified as At the end of 2013, an engagement survey conducted among future managers; the launch of a full-scale mentoring program 3

3.2.1 Human resources development policies

The aim of these policies is to attract, retain and develop all the the deployment of a comprehensive digital ecosystem, utilizing Group's employees, who constitute its human capital and are, as complementary channels, to optimize the candidate relationship such, a major strategic asset. These can be found under the generic and promote interactivity: web, Facebook, Twitter, YouTube, heading of: "People for Development, Development for People": a Instagram, Pinterest, LinkedIn, Viadeo and a careers app;

BUs and subsidiaries. The personal development of employees is a key performance and development lever for the Group. It requires the cross-functional and shared knowledge of employees at every level of the organization (manager and HR manager). The Group also focuses With around 5,500 transfers carried out in 2014, GDF SUEZ's on in-house talent in preparing for the future, building the skills of mobility policy aims to reconcile the needs of both the business and tomorrow, encouraging mobility and thus enhancing individual employees, by: employability. The new "Development for People" guidelines bring encouraging attraction, commitment and retention of employees; together the various HR policies and approaches to amplify their

contributing to developing employability; Recruitment is a major aspect of the Group's development and encouraging knowledge sharing and innovation development. transformation.

Five principles were established in 2014 to increase mobility at Spearheading the external recruitment strategy (which is intended to functional and geographical level: make GDF SUEZ a benchmark employer), the Employer Brand a fluid internal employment market; simultaneously embodies the Group's values and all its policies of

HR rules of good conducts; In 2014, the Group made responsible innovation a powerful lever to attract the talent it needs to support its development, especially for priority to Group employees; priority targets like engineers, young and experienced technicians, right to confidentiality; women and candidates with international experience. disclosure and security of intercompany transfers.

Many actions are thus being deployed in France, Belgium and across Tools have been devised to promote mobility. Since April 2014,

• development policy for all. around 50 forums, all targeted to the recruitment needs of the

3.2.1.2 "Mobility for Development"

• effects on Group performance and development. optimizing the match between internal expertise and the needs of the business units;

• 3.2.1.1 "Recruiting for Development" enhancing cultural integration, cooperation and promoting diversity;
  -
  -

• integration and HR diversity. avoiding talent-ownership conducts thanks to transparency and
  -
  -
  -

the world to make the employer promise tangible. For example: employees have been able to see internal job offers and apply for the Studyka Challenge: 500 students of 50 nationalities had three them from a website accessible to everyone, including those who months to present an innovative project promoting the Group's do not have access to the Intranet at their place of work. A "mobility corporate social responsibility. Indian students won first prize; console" has also been developed to promote dialogue between HR departments.

3.2.1.3 "Learning for Development"

In 2014, the Group confirmed the importance given to employee the end of 2012). 33% of new managers appointed since the training and employability with a learning policy. The Group beginning of the year are women. implements several training channels for all its employees:

• "Development for Functional Lines" GDF SUEZ University for 30,000 executives, high-potential
• mapping key positions and organizing key-manager appraisals. in France, the "SynerFORM" tool facilitates the most cost-effective access to external training programs in various This approach, which was initiated by the Finance functional line,
• e-learning is available to all Group employees online via the "Leaders for Tomorrow" ("LFT") "e-campus" platform;
• best practices to be exchanged and new apprenticeship methods by attracting, retaining and training staff with management potential. developed in the Group. Of 33,000 managers, including 600 senior executives, 2,400 LFTs

"Senior Executives"/"Experts"/"Coaching and Mentoring"/"Development Centers" Cross-functional communities and HR innovators

To offer appropriate career development tools to senior managers, The HRD has also encouraged the inclusion of HR projects in experts and managers, GDF SUEZ deploys targeted policies submissions to the Group Innovation Trophies. These projects were

- ambition. steadily increasing use of coaching and mentoring;

-

• It is worth noting that, at the end of 2014, there were 616 senior managers, 16.9% of whom were women (compared with 13.2% at

managerial staff and managers: GDF SUEZ University extended The functional lines wanted to set up an HR initiative for the its offering in 2014, supporting the Group's geographical challenges of skills development. The Group Human Resources expansion by hosting nearly 6,800 participants from 42 countries Department (HRD) helps the management of each functional line for 160 learning sessions; and its HR coordinator to set up practical initiatives, such as

fields (general skills, office/IT, health & safety and languages). has been in place for two years in the Legal, Purchasing, Health & Some 7,800 employees took part in 992 sessions in 2014 (which Safety, Communications, Information Systems, Audit and Human is twice as many employees as in 2013); Resources functional lines.

consistent leadership of the Group's learning channel enables The aim of the LFT program is to anticipate the needs of the Group

3.2.1.4 Targeted development policies can potentially be regarded as managers of the future, 27.6% of whom are women. This pool produces 80% of new managers on average.

through: included in the HR Innovations Yearbook for 2014, illustrating HR's

The Group's 13 HR networks (7 in France), which bring together personalized career development support for senior managers; more than 200 HR managers, facilitate job grouping exchanges, development of "Experts", aiming to promote them and enhance coordinate the smooth deployment of Group HR policies, the their progress, rewarding them with Human Capital trophies; GDF SUEZ Management Way and the social foundation project, development of the Project Management functional line; and efficiently pass on issues relating to jobs and mobility, deployment of "Development Centers", development and particularly through the Committee for Management and Planning of personal awareness tools. Jobs and Skills, thereby implementing the European Agreement of

3.2.2 Social commitment: building a company committed to corporate citizenship, diversity and solidarity(1)

The Group has been implementing a global, voluntary and ambitious corporate social responsibility (CSR) policy for many years. The policy combats discrimination and promotes equal opportunities.

A social foundation project was defined at the time of the extension The Diversity Label

These commitments are demonstrated in the policies and actions label now covers all the Group's production and services activities in implemented by GDF SUEZ in the area of corporate social France.

of the global agreement on fundamental rights, social dialogue and Audited in January 2014 for the second time since 2012 by the sustainable development, which was signed on November 16, 2010 French standards body (Association française de normalisation – with several international trade union federations. The project is Afnor), in May 2014 GDF SUEZ obtained confirmation of the based on four commitments by the GDF SUEZ Group: to be a Diversity Label recognizing and proving the worth of the actions it company committed to corporate citizenship, solidarity and has embarked on and carried out in terms of preventing education, rooted in the regions. discrimination, equal opportunities and promotion of diversity. This

responsibility. GDF SUEZ SA and the Energy Services business line had already obtained this label in 2012.

(1) For a full description of the Group's Corporate Social Responsibility policy, also see Section 3.4 – "Corporate Societal Commitments".

GDF SUEZ also pursued efforts to raise diversity awareness among attention has been paid to increasing the levels of training for managers, in the HR functional line and among employees. When employees over the age of 50 in order to promote the transfer of the diversity label was awarded, an information campaign was know-how and skills by managing the end-of-career phase and launched about all the Group's production and services activities. encouraging training among the youngest employees. The

retirement, who will train the youngest employees. Chair at Paris-Dauphine University since 2009. The Chair's activities "teaching, training and raising awareness about diversity issues" disadvantaged backgrounds through sponsorship and grants. More

On April 9, 2013, the Group signed a framework agreement with the the educational world and contributes to the Group's policy of equal Minister for Women's Rights to support SMEs in the regions to opportunities. develop professional gender equality. In 2014, contacts were Employees with disabilities established with SMEs in the French southwest. Similar issues were identified, so-called male jobs were made more appealing to women In France, each of GDF SUEZ's business lines, subsidiaries and was published and a copy was sent to the chief executive of specific operational and local considerations. Currently, 11 collective CGPME in Toulouse. A new partnership with an architectural firm in agreements approved by "Direccte" (Direction Régionale des Toulouse is expected to start in early 2015. Entreprises, de la Concurrence, de la Consommation, du Travail et

The business lines and subsidiaries conduct actions to encourage professional equality between women and men, signed in the hiring, career development and training of people with June 2012 (see Section 3.2.3), is to promote equal opportunities disabilities and to raise awareness of disability issues. In 2009, the and treatment in practice throughout all the Group's entities, in Group set up a Disabilities Group network in France to promote the order to change management and trade union culture and to sharing of positive experiences, skill-building within business promote diversity. The agreement takes account of the targets set initiatives for people with disabilities, synergies between entities and by GDF SUEZ for 2015, i.e.:

-

-

placing it above average for the private sector where the rate is The WIN (Women in Networking) network has more than around 3%. 1,200 members and offers regular dialogue and group reflection on professional challenges and Group strategy. The network is now Two key actions were initiated in 2013 and continued in 2014. One active in five countries. concerns the direct recruitment of candidates with a disability to

The Group has also defined a parenting policy aimed at helping offered on a work/study basis and the recruitment rate was over reconcile work life with family life. Since 2011 when the T Babies 50%. At the end of 2013, the Group reported that it employed a daycare center at GDF SUEZ head office was opened, the Group total of 2,381 full-time equivalent (FTE) employees at its entities has made childcare facilities available at various business lines and across France. BUs throughout the network. At the end of 2014, around 200 spots The other key action initiated by the Group's disability network in for daycare in the Paris area and provincial regions of France were France concerns purchasing from the sheltered and adapted reserved for children of GDF SUEZ "parent-employees". employment sectors. Since 2011, this action has been identified as

agreement creates a new system for over-55s preparing for GDF SUEZ has been a partner to the Management and Diversity

are based around three main objectives: "developing research", Since 2006, GDF SUEZ has supported talented students from and "circulating and divulging the associated knowledge". than 50 Group employees have volunteered to be involved in this process and over 100 young people have been supported so far Professional and gender equality (college leaving age or earlier). Sponsorship strengthens links with

and so-called female jobs more attractive to men. A guide for SMEs entities rolls out the Group's disability policy, taking account of its 3 de l'Emploi) cover almost 95% of the Group's workforce in France. As a reminder, the aim of the European agreement on the implementation of joint actions. In 2012, the Group set up an one-third of newly appointed executives will be women; ongoing reporting process for the consolidation of all mandatory 35% of high-potential managers (LFTs) will be women; reporting (Déclaration Obligatoire d'Emploi de Travailleurs 25% of women in managerial staff; Handicapés – DOETH). At the end of 2013, the Group posted an employment rate in France of workers with a disability of 4.04%, 30% of new hires will be women.

Group job offers, called "Handi Recrut'Heures GDF SUEZ". In order to improve women's access to technical and engineering Following the first recruitment day held in 2013 when shortlisted professions, the Group became a partner of "Elles bougent" candidates with a disability met with GDF SUEZ recruitment officers, ('Women on the move') in January 2014; and a network of Group three more days were held between April and May 2014 – two in mentors is working for professional gender equality. Paris and one in Lyon. At each half-day, 17 permanent jobs were

Young employees, seniors and intergenerational a vital part of the Group's employment record and by the end of 2015, it is envisaged that it will account for the 6% mandatory rate. policy At the end of 2012, a three-year action plan called "Handy-Achat" In September 2013, GDF SUEZ and two trade union federations was established with the objective of promoting the Group's signed a "Generation Contract" agreement. Under this agreement, responsible purchasing policy as widely as possible and raising the the Group has undertaken to recruit 8,000 young people under awareness of every in-house buyer. Since the beginning of 2013, 35 years of age on permanent contracts in France by 2015, the Group's HR and Purchasing Departments have been working including 3,000 under 25 years of age. It also aims to achieve a 5% on an extranet site dedicated to purchasing from the sheltered and proportion of trainees within the total workforce, and to recruit 50% adapted sectors, and each Group entity has defined an internal of these at the end of their training. The Group has publicized its aim promotion campaign on the ground to promote this resource as well of maintaining senior employees in work with a target of 13% of as generally raising the awareness of in-house staff. This initiative over 55's in the total workforce by the end of 2015. Special has already paid off as between 2012 and 2013, the volume of purchases from ESAT (Établissement de Services et d'aide par le Integration and support in finding employment

In March 2013, GDF SUEZ renewed its partnership agreement with also sent the French President 150 proposals to promote the the Belgian Paralympic Committee for three years. The partnership employment of young people and the entrepreneurial spirit. aims to increase the employability of, and help into employment of Similarly, the Group is actively participating in several innovative young athletes with physical disabilities at the Belgian subsidiaries in projects aimed at using sport as a lever and platform for social and the GDF SUEZ Group, enabling them to work to adjusted hours and professional inclusion Approximately 100 young people from under adapted conditions while pursuing top-level athletic careers disadvantaged communities were guided into the workforce and (e.g. the Paralympic Games and World Championships). The apprenticeships upon completion of the 2013-2014 program. partnership agreement was signed by the Ministers of Sport, the Since 2013, FAPE GDF SUEZ (Fondation Agir Pour l'Emploi in the Secretary of State for Disabled People, the sporting leagues and the GDF SUEZ Group), under the auspices of the Fondation de France, GDF SUEZ Group.

travail) and sheltered organizations increased by over 23% to The Group has signed a "businesses and communities" charter with €10 million. This corresponds to the indirect employment of 369 the French Ministry for Urban Affairs regarding the employability of FTE people with a disability. young people at a national and regional level. The Group's chairman

has enabled the Group to strengthen its commitment to social and In June 2014, a partnership was signed in Belgium with "Handisport professional integration for people in severe difficulty or in a situation Francophone" to boost the professional integration of young people of exclusion. The Foundation's resources come mainly from playing 5-a-side soccer. donations by employees and retired staff of the Group with ^a 100% matching contribution from their company. Thanks to the generosity of the donors, €400,000 have been raised since 2013 to support 28 projects presented by the integration agencies.

3.2.3 Social relations

The representative bodies are places for consultation and work, proposing a method to analyze the situation and draw up

May 6, 2009, which was signed by all the European social partners, to employment for young people, maintaining seniors in

With 40 members representing the Group's 125,899 employees June 2014, the generation contract has already enabled the throughout Europe, its purpose is to develop and strengthen recruitment of nearly 3,900 young people on permanent contracts in European social dialogue, ensure balanced representation between France, the reception and training of work-study recruits amounting the Group's countries and main business activities, and develop to around 4.4% of the workforce, the recruitment of over 50s to social dialogue within these activities. A secretariat with permanent contracts in France to around 6.7% and maintenance of 13 members representing eight countries meets once every two over-55s in employment, representing around 12.9% of the months. workforce in France.

In 2014, the EWC held five full-plenary meetings, the EWC In 2014, as in previous years, the application of different agreements secretariat held 6 meetings and the working groups held ten was followed by committees in charge of capitalizing on the business or subject-based meetings. associated good practices.

An agreement signed on June 2, 2009 also launched the French Observatory Group Works Council. This body represents more than 74,000 employees in France. Two meetings were held in 2014. GDF SUEZ supports the International Social Observatory (ISO) and

At a global level, on May 13, 2014, an agreement on health and cooperation, CSR and the social contract, transformation of life at safety reaffirmed the Group's ambition with regard to the European work etc.) and a symposium in Chile on social accessibility for major agreement signed in 2010. projects. It also established a delegation in China.

3.2.3.1 Employee representation in the Group In Europe, negotiations on the quality of life at work led to an agreement on November 27, 2014 on improving the quality of life at collaboration between management and employee representatives. progress plans according to each company's needs and environment.

The European Works Council (EWC) In France, an agreement on the generation contract was signed in The EWC at GDF SUEZ was established under the agreement of 2013 and is effective for 2013, 2014 and 2015, to promote access and amended on July 23, 2013 to take account of the employment and transferring skills between the generations. deconsolidation of SUEZ Environnement. Accordingly, in the period from January 2013 to the end of

3.2.3.3 Involvement in the International Social French Group Works Council

its efforts on well-being at work, promoting human capital policies 3.2.3.2 Collective bargaining agreements and managers. In 2014, the ISO organized 10 public meetings on a range of topics (development and human capital, management and

3.2.4 Employee savings plans

These plans are available to employees of companies that are fully contributions on favorable terms. consolidated or whose share capital is majority-owned, directly or indirectly, by GDF SUEZ SA. Solidarity funds

In France: since the end of 2009, GDF SUEZ Group employees in and Retirement Savings Plan investment products since the France(1) (1 have had access to a Group Savings Plan (PEG), which beginning of 2012 and enables employees to take part in a social includes the employee shareholding funds as well as a large range initiative in tune with their businesses. of diversified savings options.

Outside France: measures have also been put in place in other 3.2.4.2 Profit-sharing and Incentive plans 3 countries to allow employees to save, under terms adapted to local laws. Due to the existence of separate legal companies, a common

Retirement savings plans Group.

In France: Since 2010, all Group employees in France may, at their GDF SUEZ SA and all the trade union organizations representing its own pace, build fund for retirement by paying into the GDF SUEZ employees signed a new incentive agreement on June 24, 2014 for Group Collective Retirement Plan (Plan d'Épargne pour la Retraite the 2014-2016 period. The amount paid out in 2014 for 2013 came

3.2.4.1 Group Employee Savings Plan Policy Outside France: In other countries products exist allowing employees to supplement their pensions by making voluntary

In France: The GDF SUEZ "Rassembleurs d'Énergies Flexible" Savings plans Solidarity Fund has supplemented the range of Group Savings Plan

collective profit-sharing and incentive plan is not possible for the

Collectif – PERCO). to €21.2 million. The employee profit-sharing agreement for GDF SUEZ SA was signed on June 26, 2009. Application of the statutory profit-sharing formula for 2013 resulted in no payment being made to employees in 2014.

3.2.5 Employee shareholding

GDF SUEZ continues to operate its proactive employee in France, in accordance with Article L. 3332-21 of the French shareholding policy in order to involve all employees in the Group's Employment Code and as authorized by the Combined Ordinary development and increase the employees' stake in the capital of and Extraordinary Shareholders' Meeting of April 28, 2014 in its 15th GDF SUEZ. In 2014, this policy took the form of a capital increase resolution, shares were allocated free of consideration by GDF SUEZ instead of the matching contribution, in accordance reserved for employees in France and internationally(2) pursuant to with the terms of the Group Employee Savings Plan as amended 15th and 16th resolutions of the Combined Ordinary and on June 24, 2014; Extraordinary General Shareholders' Meeting of April 28, 2014. Employees were able to subscribe to the capital increase reserved outside France, employees received rights to the allocation of bonus shares, the number of which was determined according to for them within the GDF SUEZ Group Savings Plan (PEG) and the number of shares subscribed under the classic formula on the International Group Savings Plan (PEGI) through the "Link 2014" same terms as in France. These rights to the allocation of bonus employee shareholding plan. As in 2010, they were offered two shares were granted pursuant to the provisions of Articles investment options: a "classic" investment plan, exposed to L. 225-197-1 et seq. of the Commercial Code and the changes in the GDF Suez share price and a plan combining authorization given by the Combined Shareholders' Meeting on leverage, capital protection and a minimum return. Employees were April 28, 2014 in its 20th resolution. The Board of Directors offered a 20% discount on the share price. Under the classic plan, determined the conditions and adopted the rules for the bonus they also received a matching contribution in the form of bonus share plan on July 30, 2014. shares, under the following procedure: for the first 10 shares The employee offering led to a capital increase of €329.7 million on subscribed, 1 bonus share per share subscribed, and for the next December 11, 2014 (22.46 million new shares subscribed by over 40 shares subscribed, 1 bonus share for 4 shares subscribed, or a 32,000 employees in 32 countries). In total, at the end of 2014, matching contribution of up to 20 bonus shares per 50 shares employees had received approximately 21 million bonus shares subscribed. For legal and tax reasons the allocation of additional since the first plan in 2007. Of this total, 7.4 million shares in the bonus shares was carried out in different ways in France and vesting period of the respective plans representing a 0.30% stake in outside of France: GDF SUEZ.

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(2) These plans are available to employees of GDF SUEZ SA and to employees of companies (apart from GRTgaz) in 32 countries that are fully consolidated or whose share capital is majority-owned, directly or indirectly, by GDF SUEZ SA.

⁽¹⁾ Companies that are fully consolidated (apart from GRTgaz) and companies whose share capital is majority-owned, directly or indirectly, by GDF SUEZ SA.

At the end of 2014, employees held 3.18% of the share capital comprises two formulae, both exposed to fluctuations in the (including 2.62% held through employer-sponsored mutual funds). GDF SUEZ share: Pursuant to Article L. 225-100-3 of the French Commercial Code, a formula under the Group Employee Savings Plan (internationally the Supervisory Boards of these employer-sponsored mutual funds the International Group Employee Savings Plan): this formula

Meeting of April 28, 2014 in its 21st The sale of 75 million GDF SUEZ shares by the French government resolution; to the private sector on June 24, 2014 entailed a government a formula outside the savings plan: the proposed GDF SUEZ obligation to offer shares to employees and former employees of shares being held directly in a bearer account (non-transferability GDF SUEZ and its subsidiaries in which the issuer holds, directly or of shares for a period of 2 years). This formula does not include a indirectly, the majority of the equity, pursuant to the provisions of matching contribution. Article 11 of Law No. 86-912 of August 6, 1986 on the terms of The purchase period for ORS 2015 ran from December 30, 2014 to privatizations, and Article 26 of Law No. 2004-803 of August 9, January 20, 2015 and the purchase price was set at €19.53 per 2004 on public electricity and gas utilities and electric and gas share. The shares' settlement and delivery date was February 27,

The operation, called "ORS 2015", the terms of which were defined 1,360,000 shares were subscribed by more than 22,000 by the Minister for the Economy, Industry and Digital Affairs on subscribers (It should be noted that GDF SUEZ will not receive any

• exercise the voting rights attached to the securities registered comes with a matching contribution of twice the amount of bonus among their assets and decide, if necessary, whether to contribute shares as those offered under the Link 2014 Classic formula: for these securities to public tender or exchange offers. the first 20 shares subscribed, one bonus share per share subscribed, and for the next 80 shares subscribed, 1 bonus The Supervisory Boards of the employee sponsored mutual funds share for 4 shares subscribed, or a matching contribution of up to comprise shareholder representatives; at least half of them are 40 bonus shares per 100 shares subscribed (shares locked in for company representatives designated under the procedures set out a period of 5 years). For legal and tax reasons, the allocation of in the funds' rules. Although the Supervisory Board is composed in additional bonus shares was carried out in different ways in an equitable way, its chairman, who must be chosen from the France and outside of France: Outside France, the shares are shareholder representatives, holds the casting vote. allocated by GDF SUEZ under a bonus share plan approved by the Board of Directors on December 10, 2014 pursuant to the ORS 2015 authorization given by the Combined General Shareholders'
  -

companies. 2015. A total of 13,235,294 GDF SUEZ shares were offered and December 23, 2014, has been implemented in nine countries and income from the sale of shares under the ORS 2015, as all the gross proceeds from the sale will be paid to the government, the selling shareholder).

3.2.6 Health and safety policy

After several years of continuous progress, performance in terms of The progress targets for the period 2010-2015 have been set. They

• • accidents with a causal link to the Group's activities. frequency rate of 4.1, below the defined target (FR < 4.4 by end

  - mortality rate of 0.9 (versus 2 in 2008 and 0 in 2013), deployment was continued in 2014. -

employee representatives). They are reported via a quarterly email absenteeism for medical reason by employee a year is stable (63h) from the Chairman and Chief Executive Officer to senior and the number of new cases of professional diseases increases from 133 in 2013 to 150 in 2014. management, via various means within the Health & Safety and HR

functional lines and on the Group intranet. The number of work-related accidents among external providers and temporary staff improved; 5 fatalities in 2014 compared with 11 in 2013.

3.2.6.1 Performance 3.2.6.2 Targets and progress

accidents to Group employees has continued to improve: relate to reducing occupational accidents as follows: (i) an accident frequency rate of less than 4 in 2015 and (ii) eradicating fatal accidents at work:

of 2014) and down 49% from 2008 (from 8 to 4.1) and down The Health and Safety Action Plan for 2010-2015 was completed in 7% from 2013, 2012 with a specific plan to eradicate fatal accidents. Its

• severity rate of 0.20 down by 39% compared to 2008 (from These areas of progress and their impact on the Group's 0.33 to 0.20) and by 9% compared to 2013; occupational and industrial health and safety performance are commuting accidents with a frequency index of 3.1 in 2014 monitored by the Board of Directors, the Ethics, Environment and (down from 5 in 2010 and 4 in 2013). Sustainable Development Committee, the Executive Committee and the Health and Safety Steering Committee (which includes In the field of occupational health, the number of hours of

The key principles of the Group's health and safety policy are set Reflex, the in-house health and safety magazine (168,000 copies out in Group agreements signed by the Chairman and Chief published in eight languages), which describes good habits and Executive, employee representatives and trade unions around the attitudes to be adopted in everyday life, is one of a number of world (European agreement on occupational health and safety mechanisms used to strengthen the health and safety culture of signed in Paris on February 23, 2010 and a global agreement on each Group employee. occupational health and safety signed on May 13, 2014 in Santiago, These are backed up by the Group's health and safety intranet and

The Group's Health and Safety Regulations set out the minimum encouraging the sharing of solutions and field experiences: requirements at a global level for all entities. The repository is the "zero fatal accidents" action plan website; supplemented by the "life-saving rules (1)

In 2014, managers were provided with a guide that reiterates the based on internal and external benchmarks. main managerial levers from the perspective of practical actions to The Group promotes the work of experts in networks to share improve managerial practices (team meetings, engagement, visits practical solutions, through the intranet, expert clubs and on the ground, recognition etc.). These are essential for compliance professional communities of practices, the quarterly newsletter,

In line with the ERM process, the level of control of health and safety Launched in April at the world occupational health and safety day, risks was evaluated by line managers and by the Group Health and and promoted at the European health and safety week, the Group's Safety Department. The INCOME mechanism provides a framework 2014 health and safety annual awareness campaign focused on for the internal audits carried out by the line managers on the control prevention of musculo-skeletal disorders ("MSD"). A series of of industrial risks. presentations, conferences and workshops were held to enable

The deployment of these principles and health and safety employees to think about their work space, learn about good requirements is verified by means of internal audits and controls handling methods and put into practice advice and stretching performed by the Group Health and Safety Department. Around 30 exercises. checks were carried out in 2014 with a particular focus on 3.2.6.3 Dialogue with social partners sub-contracting, the quality of managerial safety visits and the application of the Lifesaving Rules. These checks showed that the Managerial Safety Visits approach had become the norm and In 2014, dialogue with employee representatives and trade unions,

each activity. The Health and Safety Steering Committee monitored benchmarks and feedback as vectors for improving performance.

the Group's results, analyzed the causes of serious accidents and Management reviews performed by the health and safety the preventive measures put in place, and gave its opinion on department at all levels (central office, business lines, BUs) evaluate proposed changes in the Group's standards. Monitoring the results and set targets to improve the effectiveness of the committees for the various collective agreements signed at the management system. Specifically, these reviews are intended to Group level in France met in 2014 to review the implementation of assess the effectiveness of initiatives implemented as part of the these commitments. plan to eliminate fatal accidents and to develop action plans to

reflect the determination to continue making progress and Finally, at least 10% of the performance-related pay of line strengthen the health and safety commitments made over a number managers and the health and safety functional line is based on their of years at the European level: performance and commitment to improving occupational health and

an agreement on improving the quality of life at work, signed in Training efforts continued in 2014: 28.5% of the total number of November 2014 by the Chairman and Chief Executive Officer and training hours delivered were devoted to quality, safety and the the European Federation of Trade Unions (see Section 3.2.3.2). environment, and nearly 1,100 managers had Group training in health and safety leadership at GDF SUEZ University.

The management mechanism Raising awareness and sharing practices

Chile). two websites giving everyone access to a library of documents

• the AGORA website containing managerial guides and practices

³ with the Lifesaving Rules and thus contribute to transforming the Prevention News, and the marketplace during annual internal health Group's overall health and safety culture. and safety functional line conventions.

represents an important lever for progress in reducing accidents. backed by a Group collective agreement on fundamental health and safety principles, continued at the local level, the Group level, and in In addition to these measures, the Group places great emphasis on

Two new Group collective agreements were signed in 2014. They achieve its targets.

• the global health and safety agreement signed in May 2014 by safety. the Chairman and Chief Executive Officer and the World Training Federation of Trade Unions;
  -

(1) These are practical rules which, had they been followed, could have avoided some of the fatalities in the Group in recent years.

3.2.7 Social data

			Energy Europe					Energy International business line
	Grenelle 2
	Law	GRI	2014	2013	2012	2014	2013	2012
Employment
TOTAL WORKFORCE ""	1.A	LA1	24,811	26,015	27,194	10,416	10,756	10,806
Workforce by geographic region ""	1.A	LA1
France	1.A	LA1	11,179	11,521	12,038
Belgium	1.A	LA1	5,884	6,416	6,797	65	59
Other European Union	1.A	LA1	7,748	8,078	8,359	961	1,020	1,117
Other European countries	1.A	LA1
Total Europe	1.A	LA1	24,811	26,015	27,194	1,026	1,079	1,117
North America	1.A	LA1				2,110	2,122	2,239
South America	1.A	LA1				3,048	3,321	3,327
Asia-Middle-East-Oceania	1.A	LA1				4,232	4,234	4,123
Africa	1.A	LA1
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Breakdown of workforce by SPC	1.A	LA1
Managerial staff ""	1.A	LA1	6,306	6,580	6,803	2,880	2,689	2,097
Non-managers ""	1.A	LA1	18,505	19,435	20,391	7,536	8,067	8,709
% Managerial staff	1.A		25.4%	25.3%	25.0%	27.6%	25.0%	19.4%
% Non-managerial staff	1.A		74.6%	74.7%	75.0%	72.4%	75.0%	80.6%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Breakdown of workforce by type of contract	1.A	LA1
Permanent ""	1.A	LA1	94.2%	94.1%	94.1%	97.8%	97.9%	97.3%
Others ""	1.A	LA1	5.8%	5.9%	5.9%	2.2%	2.1%	2.7%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Age pyramid of permanent employees ""	1.A	LA1
Under 25 years old	1.A	LA1	1.6%	2.1%	2.7%	2.8%	3.2%	3.8%
25-29 yrs old	1.A	LA1	8.8%	10.4%	12.1%	11.8%	11.6%	11.5%
30-34 yrs old	1.A	LA1	16.3%	16.6%	16.4%	15.1%	15.2%	15.9%
35-39 yrs old	1.A	LA1	16.3%	15.8%	15.5%	15.9%	15.8%	16.0%
40-44 yrs old	1.A	LA1	15.7%	16.0%	16.0%	15.1%	15.2%	15.2%
45-49 yrs old	1.A	LA1	15.3%	14.4%	13.4%	13.9%	13.6%	13.6%
50-54 yrs old	1.A	LA1	12.9%	12.8%	12.9%	11.5%	11.3%	10.9%
55-59 yrs old	1.A	LA1	10.1%	9.8%	9.3%	8.6%	8.6%	8.2%
60-64 yrs old	1.A	LA1	2.9%	2.1%	1.8%	4.1%	4.4%	4.2%
65 and +	1.A	LA1	0.1%	0.1%	0.1%	1.1%	1.1%	0.9%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Female workforce ""	1.F	LA13	7,797	8,189	8,489	1,786	1,799	1,857
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Diversity and equal opportunity
Proportion of women in workforce ""	1.F	LA13	31.4%	31.5%	31.2%	17.1%	16.7%	17.2%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Proportion of women in management ""	1.F	LA13	28.6%	28.7%	27.9%	20.4%	18.5%	18.5%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Proportion of Apprenticeship workforce	1.F	LA1	2.0%	1.8%	1.8%	0.4%	0.3%	0.4%

Reasonable assurance for financial year (FY) 2014.

(1) The GDF SUEZ Group includes the six business lines as well as Corporate.

(2) Scope: see 3.2.7.2. Note on methodology.

Global Gas & LNG			Infrastructure		Energy Services Environment					GDF SUEZ Group(1)
	2012 recal
2014	2013	2012	2014	2013	2012	2014	2013	2012	2012	2014	2013	culated without BE	2012
2,458	1,993	1,828	17,187	17,660	18,132	94,671	87,528	78,394				79,549 152,882 147,199 139,781 219,330
917	512	478	16,968	17,439	17,912	42,550	42,251	41,900	34,067	74,156	74,214	74,955	109,022
						10,482	10,577	10,664	2,093	17,193	17,798	18,250	20,343
1,229	1,175	1,132	219	221	220	32,091	27,799	18,829	27,794	42,259	38,303	29,668	57,462
273	256	200				2,758	2,845	2,756	87	3,031	3,101	2,956	3,043
2,419	1,943	1,810	17,187	17,660	18,132	87,881	83,472	74,149	64,041	136,639	133,416	125,829	189,870
						1,963	493	548	3,367	4,073	2,615	2,787	6,154
						2,383	1,265	1,329	268	5,431	4,586	4,656	4,924
9	26	18				2,365	2,222	2,293	5,612	6,630	6,482	6,434	12,046
30	24	,				79	76	75	6,261	109	100	75	6,336
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
1,108	808	746	3,894	3,875	3,885	17,585	16,624	14,940	11,261	34,274	32,970	30,978	42,239
1,350	1,185	1,082	13,293	13,785	14,247	77,086	70,904	63,454	68,288	118,608	114,229	108,803	177,091
45.1%	40.5%	40.8%	22.7%	21.9%	21.4%	18.6%	19.0%	19.1%	14.2%	22.4%	22.4%	22.2%	19.3%
54.9%	59.5%	59.2%	77.3%	78.1%	78.6%	81.4%	81.0%	80.9%	85.8%	77.6%	77.6%	77.8%	80.7%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
94.1%	95.3%	95.3%	94.9%	94.8%	94.2%	92.9%	92.9%	92.8%	92.9%	93.7%	93.9%	93.7%	93.4%
5.9%	4.7%	4.7%	5.1%	5.2%	5.9%	7.1%	7.1%	7.2%	7.1%	6.3%	6.1%	6.3%	6.6%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%					89.20% 100.00% 100.00%		93.60%		93.60% 100.00% 100.00%
1.0%	0.6%	0.5%	4.7%	5.1%	5.4%	4.3%	4.2%	4.5%	2.8%	3.6%	3.7%	4.0%	3.6%
8.0%	6.1%	6.7%	11.8%	11.6%	11.2%	10.7%	11.0%	11.3%	8.8%	10.4%	10.8%	11.3%	10.4%
15.7%	13.6%	13.9%	12.9%	12.7%	12.0%	13.2%	13.7%	13.8%	12.7%	13.9%	14.3%	14.2%	13.7%
15.8%	15.4%	14.4%	12.9%	12.2%	12.5%	12.5%	12.6%	12.5%	14.2%	13.5%	13.5%	13.4%	13.7%
14.5%	14.6%	14.8%	13.7%	13.3%	12.8%	13.2%	14.1%	14.6%	16.4%	13.9%	14.5%	14.7%	15.3%
12.4%	13.4%	13.8%	12.9%	12.9%	13.5%	15.0%	15.4%	15.4%	16.7%	14.7%	14.6%	14.6%	15.3%
11.8%	13.5%	14.4%	18.6%	20.6%	22.1%	13.9%	13.6%	13.3%	14.3%	14.1%	14.3%	14.3%	14.3%
13.5%	15.7%	16.1%	11.2%	10.4%	9.6%	11.4%	11.1%	10.9%	10.1%	11.1%	10.7%	10.3%	10.3%
7.0%	7.0%	5.4%	1.4%	1.2%	0.9%	4.8%	3.9%	3.5%	3.4%	4.1%	3.3%	2.9%	3.1%
0.2%	0.2%	0.2%	0.0%	0.0%	0.0%	1.0%	0.4%	0.3%	0.6%	0.7%	0.3%	0.3%	0.4%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%						89.20% 100.00% 100.00% 100.00%			93.60% 100.00% 100.00%
633	527	484	4,079	4,099	4,200	17,268	13,796	9,793	15,691	33,044	29,826	26,306	41,997
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
25.8%	26.4%	26.5%	23.7%	23.2%	23.2%	18.2%	15.8%	12.5%	19.7%	21.6%	20.3%	18.8%	19.2%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
24.3%	25.5%	26.1%	29.6%	28.4%	28.3%	15.8%	16.3%	14.9%	27.1%	21.9%	21.9%	21.5%	23.0%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
1.8%	1.8%	1.9%	5.0%	5.1%	5.6%	2.6%	3.1%	3.0%	1.6%	2.6%	2.9%	2.9%	2.5%

				Energy Europe		Energy International business line
	Grenelle 2
	Law	GRI	2014	2013	2012	2014	2013	2012
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Proportion of disabled employees	1.F		1.5%	1.4%	1.2%	0.5%	0.5%	0.4%
Employees under 25 as a% of permanent hires	1.F		14.0%	18.6%	20.0%	15.2%	19.5%	17.3%
Employees over 50 as a% of permanent hires	1.F		6.5%	7.0%	5.1%	8.4%	6.8%	8.1%
Staff and job movement
No. of permanent hires (at constant structure)	1.A	LA2	788	741	1,269	729	899	1,167
No. of temporary hires (at constant structure)	1.A	LA2	1,924	1,738	1,081	197	250	261
No. of hires (at constant structure)	1.A	LA2	10.8%	9.5%	8.9%	9.0%	10.6%	13.4%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
No. of permanent hires (at constant structure)	1.A	LA2	29.1%	29.9%	54.0%	78.7%	78.2%	81.7%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
No. of lay-offs (at constant structure)	1.A		419	340	nd	94	199	nd
% reporting			100.00%	1		100.00%	1
Turnover (at constant structure)	1.A	LA2	4.9%	4.3%	5.6%	6.1%	6.7%	8.7%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Voluntary turnover (at constant structure)	1.A	LA2	2.2%	2.1%	2.5%	4.9%	4.8%	6.1%
% reporting			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
Career development
Proportion of workforce trained ""	1.E	LA10	73.8%	79.5%	84.5%	79.5%	75.7%	80.4%
% reporting			99.46%	100.00%	100.00%	91.87%	98.82%	100.00%
Proportion of women in trained workforce	1.E	LA10	30.8%	31.0%	31.2%	15.6%	14.9%	16.7%
% reporting			99.46%	100.00%	100.00%	91.87%	98.82%	100.00%
Proportion of managers and non-managers in trained workforce:	1.E	LA10
Managerial staff	1.E	LA10	26.4%	25.5%	25.8%	22.9%	16.3%	17.2%
Non-managers	1.E	LA10	73.6%	74.6%	74.2%	77.1%	83.7%	82.8%
% reporting			99.46%	100.00%	100.00%	91.87%	98.82%	100.00%
Total no. of training hours	1.E	LA10	649,530	818,958	911,598	321,486	342,711	401,376
% reporting			99.46%	100.00%	100.00%	90.60%	98.82%	100.00%
Hours of training by topic	1.E	LA10
Business techniques			46.3%	56.4%	48.0%	48.0%	43.7%	46.4%
Quality, safety & environment			21.7%	17.7%	12.8%	30.4%	24.0%	28.4%
Languages			6.9%	6.9%	7.9%	7.1%	15.8%	9.0%
Management and personnel development			13.4%	nd	nd	8.6%	nd	nd
Others			11.7%	19.0%	31.3%	5.9%	16.5%	16.2%
% reporting			99.46%	100.00%	100.00%	90.60%	98.82%	100.00%
No. of training hours per person trained	1.E	LA10	35	39	40	42	42	46
% reporting			99.46%	100.00%	100.00%	90.60%	98.82%	100.00%
No. of training hours per woman trained	1.F	LA10	28	36	32	30	37	31
% reporting			99.46%	100.00%	100.00%	90.60%	98.82%	100.00%
Training expenses per hour of training (euros)	1.E	LA10	22	27	29	38	23	21

Reasonale assurance for financial year (FY) 2014.

(1) The GDF SUEZ Group includes the six business lines as well as Corporate.

(2) Scope: see 3.2.7.2. Note on methodology.

Global Gas & LNG		Infrastructure				Energy Services		Environment	GDF SUEZ Group(1)
2014	2013	2012	2014	2013	2012	2014	2013	2012	2012	2014	2013	2012 recalculated without BE	2012
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00%			100.00%	89.22%	100.00%	100.00%	100.00%	93.60%	100.00%	100.00%
1.4%	1.8%	1.6%	3.3%	3.0%	3.0%	2.1%	2.4%	2.3%	1.8%	2.0%	2.1%	2.0%	1.9%
5.9%	3.7%	7.0%	29.8%	35.4%	32.8%	19.6%	22.7%	21.9%	14.6%	19.1%	22.4%	22.0%	19.2%
11.1%	15.2%	11.7%	4.6%	3.1%	3.2%	11.6%	8.6%	9.8%	11.5%	10.3%	7.9%	8.3%	9.5%
153	217	171	718	710	1,221	6,828	5,796	7,154	6,698	9,347	8,423	11,096	17,794
54	44	49	584	484	728	5,201	4,791	4,988	8,081	8,090	7,365	7,232	15,313
10.1%	13.4%	12.1%	7.5%	6.7%	10.9%	13.7%	13.6%	15.7%	18.7%	11.9%	11.4%	13.3%	15.3%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00%			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
73.9%	83.1%	77.7%	55.1%	59.5%	62.7%	56.8%	54.7%	58.9%	45.3%	53.6%	53.4%	60.5%	53.7%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00%			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
11	8	nd	4	21	nd	2 235	1 978	nd	nd	2 770	2550	nd	nd
100.00%	1		100.00%	1		100.00%	100.00%			100.00%	1
2.9%	4.0%	3.2%	1.9%	1.5%	1.7%	7.3%	6.7%	7.0%	6.5%	6.0%	5.5%	6.0%	6.2%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00%			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
2.3%	3.4%	3.0%	1.8%	1.3%	1.5%	3.8%	3.5%	3.8%	3.4%	3.3%	3.0%	3.4%	3.4%
			100.00% 100.00% 100.00% 100.00% 100.00% 100.00%			100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%	100.00%
71.6%	76.0%	75.3%	70.1%	70.9%	73.7%	64.8%	63.7%	61.5%	68.4%	68.1%	68.5%	69.1%	68.8%
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	99.14%	100.00%	90.07%	99.50%	99.52%	99.69%
26.7%	24.4%	26.8%	20.3%	19.7%	18.9%	10.0%	9.5%	9.5%	20.4%	17.0%	17.0%	17.6%	18.6%
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	99.14%	100.00%	90.07%	99.50%	99.52%	99.69%
42.8%	40.0%	42.7%	20.8%	20.4%	19.1%	19.2%	18.8%	19.0%	15.1%	22.7%	21.6%	21.9%	19.4%
57.2%	60.0%	57.3%	79.2%	79.6%	80.9%	80.8%	81.2%	81.1%	84.9%	77.3%	78.4%	78.1%	80.6%
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	99.14%	100.00%	90.07%	99.50%	99.52%	99.69%
67,155	66,468	64,848	465,768	471,333			514,439 1,445,310 1,317,964 1,344,538		1,329,305	2,997,908	3,071,401		3,285,594 4,614,899
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	98.31%	100.00%	89.98%	99.50%	99.05%	99.40%
36.1%	48.5%	45.3%	46.3%	53.1%	49.9%	46.0%	48.9%	49.5%	27.2%	45.8%	50.5%	49.1%	42.8%
31.8%	28.0%	31.4%	19.9%	23.7%	24.2%	34.6%	34.6%	33.1%	36.8%	28.5%	26.6%	25.0%	28.4%
10.3%	8.9%	11.8%	3.0%	2.8%	2.7%	3.8%	3.1%	3.8%	7.8%	5.1%	5.9%	5.6%	6.2%
13.5%	nd	nd	20.9%			7.5%	nd	nd	nd	11.3%	nd	nd	nd
8.4%	14.6%	11.6%	9.9%	20.4%	23.2%	8.0%	13.4%	13.6%	28.3%	9.3%	17.0%	20.3%	22.6%
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	98.31%	100.00%	89.98%	99.50%	99.05%	99.40%
46	45	48	38	37	39	28	26	28	24	32	32	34	31
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	98.31%	100.00%	89.98%	99.50%	99.05%	99.40%
39	46	43	38	30	33	24	22	25	24	29	31	30	28
			84.47% 100.00% 100.00% 100.00% 100.00% 100.00%			85.33%	99.28%	98.31%	100.00%	89.98%	99.50%	99.05%	99.40%
58	67	66	60	65	61	30	26	28	22	NS	NS		NS

				Energy Europe	Energy International business line
	Grenelle 2 Law	GRI	2014	2013	2012	2014	2013	2012
% reporting			99.46%	100.00%	100.00%	89.79%	97.82%	100.00%
Training expenses per person trained (euros)	1.E	LA10	779	1,076	1,134	1,622	976	959
% reporting			99.46%	100.00%	100.00%	89.79%	97.82%	100.00%
Working conditions
Days of absence per person	1.B	LA7	15	15	15	6	6	6
% reporting			99.62%	100.00%	100.00%	100.00%	100.00%	100.00%
Overtime	1.B	LA7	1.2%	1.5%	1.6%	7.2%	7.0%	7.4%
% reporting			99.62%	100.00%	100.00%	100.00%	100.00%	100.00%
Safety at work(2)
No. of fatal accidents (employees)			1	0	0	0	0	0
	1.A	LA1
Frequency rate			2.5	3.9	4.8	0.7	0.8	0.8
Severity rate (French benchmark)			0.11	0.18	0.24	0.03	0.02	0.03
Severity rate (ILO benchmark)			0.06	0.11	0.13	0.03	0.02	0.02
% reporting			100%	100%	100%	100%	100%	100%
Number of new cases of occupational illness			11	17		0	6
Compensation	1.A
Average salary of manual workers, clerical staff and technicians compared with national minimum wage in 2014	minimum wage in	Legal annual 2014 in €	2014	2013	2012	2014	2013	2012
France		17,345	1.51	1.49	1.52
Belgium		18,022
Spain		9,034	4.41	4.36	4.63		4.09	4.13
Netherlands		17,827	2.62	2.82	2.64
United Kingdom		15,013				2.06	2.18	2.30
Luxembourg		23,052
Romania		2,281	4.26	5.15	4.76
Poland		4,853	3.53	3.53	4.01
Czech Republic		3,719
Hungary		4,100	2.57	3.04	3.46
Slovakia		4,224
Portugal		6,790					5.81	5.56
Greece		8,205
Slovenia		9,470
Turkey		4,341				4.83	4.73	5.32
United States		10,935				7.62	6.78	6.79
% reporting			98.52%	98.49%	98.53%	21.72%	21.76%	22.93%

Reasonable assurance for financial year (FY) 2014.

(1) The GDF SUEZ Group includes the six business lines as well as Corporate.

(2) Scope: see 3.2.7.2. Note on methodology.

SOCIAL AND ENVIRONMENTAL INFORMATION, CORPORATE SOCIAL COMMITMENTS 3.2 SOCIAL INFORMATION

Global Gas & LNG		Infrastructure			Energy Services			Environment		GDF SUEZ Group(1)
2014	2013	2012	2014	2013	2012	2014	2013	2012	2012	2014	2013	2012 recalculated without BE	2012
		84.47% 100.00% 100.00% 100.00% 100.00% 100.00%				78.69%	98.61%	99.14%	100.00%
2,686	3,013	3,143	2,292	2,427	2,370	842	701	788	537	NS	NS		NS
		84.47% 100.00% 100.00% 100.00% 100.00% 100.00%				78.69%	98.61%	99.14%	100.00%
11	10	11	17	15	14	11	11	11	12	NS	NS		NS
		100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%					99.37%	99.60%	100.00%
1.5%	1.7%	1.6%	2.4%	2.3%	2.5%	2.7%	2.5%	2.8%	4.3%	NS	NS		NS
		100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%					99.37%	99.60%	100.00%
0	0	0	0	0	0	1	0	0	5	2	0	0	5
1.5	0.6	0.7	3.0	3.3	3.0	5.2	5.5	5.7	13.3	4.1	4.4	4.6	7.6
0.03	0.01	0.01	0.11	0.11	0.09	0.27	0.27	0.34	0.60	0.20	0.21	0.25	0.37
0.02	0.01	0.01	0.07	0.08	0.08	0.18	0.17	0.16	0.39	0.13	0.13	0.13	0.22
100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%
0	0	0	1	1	5	138	109	59	42	150	133	64	106
2014	2013	2012	2014	2013	2012	2014	2013	2012	2012	2014	2013		2012
			1.62	1.65	1.70	1.47	1.45	1.47	1.60	NS	NS		NS
						2.05	1.95	2.00	1.51
						2.99	3.03	3.06	2.87
4.61	3.84	3.71				1.82	1.90	1.88	2.09
			2.36	2.19	2.01	1.18	2.53	2.73	2.07
						1.72	1.72	1.79	1.48
						3.56	4.19	3.52	4.61
						2.35	3.54	3.76	2.18
						3.51	3.80	3.80	2.21
						3.07	2.73	3.13
						2.28	2.31	2.30	2.16
						2.89	2.66	2.63	1.94
						1.98	2.23	2.12
									3.28
									2.52
						2.49			4.31
45.52%	45.71%	49.52%	100.00%	100.00%	98.80%	80.49%	82.07%	81.74%	77.30%

The social indicators are derived from Group social reporting (GSR). Administrative employees are recognized under "senior They are set out in a shared Group referential (which can be viewed technicians and supervisors".

The collection, processing and reporting of data entered by the local difficult to understand in other countries. This can lead to a slight legal entities, subsidiaries of the GDF SUEZ Group, is carried out in underestimation of the number of managerial staff because some Magnitude financial consolidation application, in accordance with entities may take only their senior management into account.

the IFRS financial scope. b) Staff changes The indicators published in this report relate to fully consolidated All indicators in this section are calculated on a constant structure companies, whose capital and management are under the control basis, i.e. the fully consolidated reporting entities included in the of GDF SUEZ. scope of consolidation at 12/31/N-1 and at 12/31/N.

The social indicators are completely integrated, regardless of the The lay-offs indicator does not include contractual terminations. percentage of the company's capital owned.

Two sizeable entities that were recently acquired were excluded unable to gather information due to local regulatory restrictions. from the scope of reporting of indicators relating to training and d) Career development compensation, as GDF SUEZ's reporting methods are being rolled out progressively. The training indicators provided in this document do not take

The indicators for this report are consolidated using clearly defined recent are provided as well as a forecast of the missing data for procedures and criteria. year-end.

Structural data, employee turnover, working conditions, training and e) Organization of working time safety data were consolidated by aggregation.

from country to country. The social data are successively consolidated and controlled by each operational entity and by each business line, before reaching Days of absence per person are calculated according to the Group the Group HRD level. convention of eight hours of work per day.

5 Grenelle 2 Law f) Compensation

Commercial Code can be found in chapters 3.1 and 3.2, and a and competitive on the market, and which reflects the performance and level of responsibility of each person: correspondence table showing the sections of this Registration Document is provided in Appendix B. The table of indicators also The compensation indicator is the ratio of the gross average

The average gross salary is obtained by dividing the annual gross The GDF SUEZ Group data include data from the six business lines salary by the average monthly full-time equivalent (FTE) and Corporate data (including 3,339, 3,247 and 3,427 employees in workforce. 2014, 2013 and 2012 respectively).

The restitution rate mainly depends on the existence and As of July 2013, the Environment business line was no longer availability of a legal minimum wage. Overall, it is close to 80%. included within the scope of consolidation as a fully consolidated Note that this ratio is not calculated for Belgium at BEE, which entity; its workforce was 79,421 and it had contributed to has not declared any manual workers, clerical staff and 7,022 hires and 1,665 employee transfers in the first half of 2013, technicians. Legal minimum wage data for 2013 are provided by i.e. a total for the Group with BE of 22,810 hires and 7,134 transfers Eurostat. in 2013.

Changes in payroll costs are also provided in Chapter 6.2 Note 7.2. The 2012 data were recalculated without the Environment business line for comparison purposes.

• 3.2.7.1 Note on methodology of social indicators The geographical areas correspond to those integrated under the scope IFRS. Although the companies in the Global Gas & LNG business line are located in Africa, they are considered part of ¹ Tool Europe.
  -
• on request). The French concept of cadres (managerial staff) is sometimes

c) Diversity and equal opportunity ² Scope of reporting The declared percentage of people with disabilities provides the A reporting percentage is attached to each indicator, according to best possible information on the inclusion of people with disabilities the workforce covered. Some missing or inconsistent data are into GDF SUEZ companies. We do not consider it relevant to omitted from the report. provide a scope definition for this indicator, since some entities are

e-learning into account.

3 Consolidation methods When all data cannot be provided within the timelines, the most

The working hours of personnel within the Group companies are 4 Internal control organized within the legal framework for working time, which varies

Social information pursuant to Article R. 225-105 of the French Group policy is to offer compensation to all that is personalized, fair

• refers to the information required by the implementation decree. salary in the "manual workers, clerical staff and technicians" category as a proportion of the national legal minimum wage. 6 Additional information on some indicators This ratio enables assessment of the relative average national salaries of full-time manual workers, clerical staff and technicians. a) Employment
  -
  -

entities. The effort to raise awareness among Group's entities was After being collected, the quantitative health and safety data in this reinforced since 2013 to standardize the published data. report were checked and consolidated according to clearly defined procedures and criteria.

3.3 ENVIRONMENTAL INFORMATION

GDF SUEZ faces the main environmental challenges: climate business line who oversee environmental reporting, lead their own 3 change, the quality and availability of natural resources – air, water, networks of coordinators, organize actions, and supplement soil and energy, and the protection of biodiversity and ecosystems. corporate expertise with their knowledge of operations. Although GDF SUEZ's activities may generate improvements in In addition, the Environmental and Social Responsibility Department environmental quality, they also have an impact on ecosystems and produces an annual report, which it sends to the Management natural resources which the Group seeks to measure and reduce Committee and presents to the Board of Directors' Ethics,

GDF SUEZ's challenges and ambitions in this area are reflected in is supplemented by business lines' own reports and letters of the Group's environmental policy (page 16 environmental compliance, as well as the results of environmental http://www.gdfsuez.com/analystes-rse/politique) and in the audits ordered by the Management Committee. performance indicators deployed across all its activities. A corporate This framework provides a relevant assessment of the Group's team, in charge of analysis and coordination, is specifically environmental performance and helps to identify areas of dedicated to environmental responsibility and reports to the Director improvement for the development of action plans, where needed. of Environment. The team has environmental coordinators at each

3.2.7.2 Note on methodology For the Infrastructure business line, in consolidating the data for the GrDF distribution BU, which operates jointly with ErDF, only the of health and safety indicators "natural gas" part of hours worked is taken into account.

Scope The practices of public authorities and regulations on communicating incidences of occupational illness within companies Only the fully consolidated entities are covered by the analyses in vary according to the country concerned (for example Belgium, this document. where only some of this information is available). This gives rise to Methods for checking and consolidating indicators differences in the way such data are computed by the Group's

within a process of environmental management of its activities. Environment and Sustainable Development Committee. This report

3.3.1 Legal and regulatory framework

The Group actively monitors regulatory developments (set out in In particular, the Group has been calling for the harmonization of Chapter 2, "Risk Factors"), stating its positions while they are being international regulations and greater integration between the various prepared and applying the new rules as soon as they are published. environmental and energy policies.

The environmental management system(1) 3.3.2

At the end of 2014, the entities that had published an environmental externally certified, when justified. At December 31, 2014, 71.1% of commitment policy or declaration accounted for 98.04% of relevant relevant revenue was covered by certified EMS (ISO 14001 Group revenue(2) in terms of environmental impact. These certifications, EMAS registrations, ISO 9001 version 2000 commitments usually lead to the implementation of Environmental certifications with an environmental component, and local Management Systems (EMS) with regards to economic conditions certifications). and interest of such a procedure. These EMS may then be

PERCENTAGE OF RELEVANT REVENUE COVERED

	Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
By an EMAS certification ""	99.74%	11.8%	14.6%
By an ISO 14001 certification (non-EMAS) ""	98.71%	55.1%	52.7%
By other external EMS certifications	99.69%	4.2%	2.9%
TOTAL EXTERNAL CERTIFICATIONS		71.1%	70.2%
By an internal certification (but not by a certified EMS)	99.68%	12.9%	14.1%
TOTAL INTERNAL AND EXTERNAL EMS		84.2%	84.3%

Verified by the Auditors with "reasonable" assurance for 2014.

When the implementation of a certified or registered management identify areas for improvement and evaluate the adequacy of their system is not economically justified, entities are encouraged to EMS for local circumstances and to assess their relative progress. define an internal management system ensuring concern for the This system also enables them to monitor their progress and make environment in carrying out their activities. Thus, some Group comparative analyses with other Group sites, whether or not they entities have deemed it more advisable to devise their own are in the same field of activity. management system standard, adapting it to their activities and It should be noted that the implementation of internal and external recognizing it internally. To supplement its Environmental EMS is accompanied by education and training sessions related to Management Systems (EMS), GDF SUEZ uses a dynamic the environmental issues that the targeted employees encounter in self-assessment system to evaluate the maturity of environmental their activities. assessment processes, which allows operating sites to easily

(1) Section 3.5 "Report of the Statutory Auditor, Designated as an Independent Third-Party Entity, on the Review of Environmental, Social and Societal Information Published in the Management Report" and Section 3.6 "Reasonable Assurance Report on a Selection of Social and Environmental Information".

(2) Relevant revenue: excluding revenue generated by activities not considered relevant in terms of environmental impact (such as tertiary, trading and sales activities, etc.).

3.3.3 Environmental responsibility, performance control and measurement systems

To monitor the implementation of its environmental policy, to control into account, unless the business line has requested an exception, environmental risks and to encourage the communication of its and provided that the data are available. environmental performance to stakeholders, GDF SUEZ has To calculate environmental management indicators such as the developed a specific reporting system that goes beyond the "part of relevant revenue covered by an environmental certification,

Environmental reporting is closely tied to operational performance environmental impact" (e.g. trading, finance and engineering) are reporting, thus becoming a management tool. The Group's stripped out of the consolidated revenue figure of each legal entity. Executive Management transmits this goal of making environmental The procedures of environmental data reporting encompass general concerns an integral part of management responsibilities. Auditors procedures defined as standard guidelines to be implemented at 3 trained in the Business Units and corporate auditors perform the appropriate levels of the reporting process. Procedures and environmental audits to ensure that environmental regulations are guidelines are rolled out Group-wide via a network of duly mandated

A system of letters for environmental compliance ensures Group and business line level describe in detail the environmental operational management involvement: by committing management data collection, control, consolidation, validation and transmission to provide qualitative information that is consistent with the phases at different levels of the organization, as well as the rules for

GDF SUEZ conducts its environmental reporting using a dedicated reporting scope is approved by each business line. tool that allows data to be reported following a defined The definitions of the indicators used to measure the environmental methodology. This tool, called CERIS, is an environmental reporting performance of Group businesses have been revised based on IT solution used to manage the network of environmental comments made by the statutory auditors. They also take into correspondents and coordinators; to handle the management and account the comments by line managers represented in dedicated documentation of the scope of environmental reporting; to manage work groups. All the documentation is available from the Group data entry, monitoring and consolidation of indicators; and to upon request (Environmental and Societal Responsibility Division).

The legal entities included in the reporting scope are those whose business disposals and acquisitions. Before every reporting operations are relevant in terms of environmental impact and that campaign, the financial scope for consolidation is compared against are consolidated fully or proportionately under the rules of financial the information fed back by the business line's environmental consolidation (IFRS). Legal entities solely engaged in energy trading, managers in order to check which industrial entities contributing to financial activities or engineering are excluded. The selected entities CERIS report to which financial entities;

The scope is determined on June 30 of the fiscal year. For disposals Withdrawal, Discharge, Consumption and Recycling/Reuse. after that date, the entity is expected to complete the environmental In 2014, clarifications were made to improve comprehension of questionnaire with the data available on the last day of the month these indicators; prior to the disposal. Acquisitions made after June 30 are not taken

requirements of the French law, based on work conducted within an environmental crisis management plan, etc.", the relevant international bodies such as the Global Reporting Initiative (GRI) and revenue is estimated for each legal entity. To obtain the relevant the World Business Council for Sustainable Development (WBCSD). revenue, operations regarded as not "relevant in terms of

observed in the field and to evaluate major environmental risks. contacts and coordinators. These procedures and guidelines at standards of reference, controlled, verified and approved. defining the scope of consolidation. They include technical documents that provide methodological guidelines for the Methodological elements of the 2014 calculating of some specific indicators. Depending on its activities, each entity is assigned a profile that determines the indicators to environmental reporting answer. The list of the entities included in the environmental

provide the documentation necessary for producing and collecting The following points should be noted with regard to the data data (reporting procedures and instructions). published in this report:

CERIS is deployed in each of the business lines and thus covers the 1. the reliability of the scope of environmental reporting is a entire GDF SUEZ organization. GDF SUEZ priority and it evolves in an international context of

report on the performance and impacts of the industrial facilities 2. for fiscal year 2014, to ensure delivery of all data required within over which they have technical operational control, including the stipulated deadlines, estimation methods were defined for data facilities operated on behalf of third parties. Legal entities that would not have been available in the 12 months of the consolidated at equity are excluded. calendar year;

Thus, in accordance with the rules of financial consolidation, 100% 3. GDF SUEZ has been a signatory to the CEO Water Mandate of the impact data collected is consolidated when the entities are since 2007, thus indicating its commitment to preserving water fully consolidated. For entities proportionately consolidated, the resources. In order to improve the Group's water management, the environmental impact data are consolidated in proportion to the indicators relating to water were adjusted and brought into line with Group's consolidation rate provided that it has 100% technical the GRI indicators in 2011. GDF SUEZ is thus able to respond more operational control or that as a minimum this is shared with other fully to external questionnaires: SAM, CDP Water Disclosure and shareholders. CEO Water Mandate, etc. These indicators fall into four categories:

1. as it is concerned about what becomes of the waste generated 7. specific GHG emissions from energy generation in kgCO2 by its activities, the GDF SUEZ Group has indicators on its waste eq/MWh are calculated for the three business lines where this is a recovery. These are based on definitions of waste and recovery main activity: the Energy Services business line, the Energy established by local regulations. To avoid erroneous data about International business line and the Energy Europe business line; stocks, only the tonnages taken away and weighed on site are 8. data related to LNG vessels' activity, including impacts and reported as disposed of. The tonnages that must be reported are consumption, have been incorporated as operating sites and are wet or dry, depending on the way they are disposed of: if the waste therefore reported as such. The vessels included in the calculations disposed of was wet, the reported tonnages are wet and the are those in which GDF SUEZ has majority ownership, or those converse for dry waste. As an exception, if the waste is definitively operated by a subsidiary in which GDF SUEZ has a majority stake, stored on site, the associated dry tonnages must also be reported as well as long-term chartered vessels (> 1 year). This gives a list of as disposed of, in which case, the waste will not be recycled. For 13 ships: Grace Cosmos, BW GDF SUEZ Everett, BW GDF SUEZ example, this situation applies to the Hazelwood and Loyang B Boston, Matthew, Provalys, GDF SUEZ Global Energy, Gaselys, BW

2. CO2 emissions from the combustion of fossil fuels were Fortin, Grace Acacia, Grace Barleria, and BW GDF SUEZ Brussels. calculated based on the most recent emission factors published by Any ISO 14001 certification of vessels is also taken into account; the IPCC (4th Assessment Report – 2007). The global warming 9. for the sake of consistency, the factor for converting thermal potential (GWP) compares the warming capacity of the various energy produced (GWhth) into electric power (GWhe) is set at 0.44 greenhouse gases to CO2. The GWP used to convert the Group's for all Group businesses and at 0.25 for incinerators;

3. the Biodiversity indicators used to monitor changes in the clause provides that a subcontractor is liable for impacts generated Group's objectives (see section 3.3.4.8) are based on the notion of at the site while providing the service. Data provided by "priority site". A priority site is one that presents a potential risk for subcontractors is not subject to systematic internal verification biodiversity due to the nature of its activities. It is located in or near a before being included in Group data and is the responsibility of the protected area, and has no separation (natural or artificial break) subcontractors alone. Regulations and legal obligations related to between it and the protected area. Subject to appropriate the environment may differ from one country to another, and certain justification, a site that does not meet these objective criteria still has data may thus be sometimes more difficult to gather (e.g. water the option to declare itself a priority site; consumption in the United Kingdom).

plants in Australia; GDF SUEZ Paris, GDF SUEZ Neptune (SRV), GDF SUEZ Point

greenhouse gas (GHG) emissions to CO2 equivalent are the 10. significant environmental impacts resulting from subcontractors latest GWP published by the IPCC (5th Assessment Report – 2014), during services performed at one of the Group's facilities must be considered on a 100-year scale; included in the Group's impacts except when a specific contractual

3.3.4 Group actions

3.3.4.1 Climate change

By developing a low carbon energy mix and through its energy efficiency activities the Group has put energy transition and the fight against climate change at the heart of its strategic focus. It actively participates in the work of civil society in this area, contributing its operating know-how in negotiations at all levels. This expertise is also available to the Group's customers through a range of commercial offerings, whether for participation in the carbon market, technical solutions, support or implementation of strategies and action plans to reduce greenhouse gases (GHG) emissions. In addition, the Group responds annually to the Carbon Disclosure Project questionnaire.

In 2014, the Group's GHG emissions (Scope 1 excluding tertiary emissions) totaled 131 million tons of CO2 equivalent(1).

GDF SUEZ has set itself the target of a 10% reduction in its specific CO2 equivalent emissions between 2012 and 2020. Compared to 443,1 g CO2 eq/kWh in 2012, the emission rate at the end of 2014 was 434,2 g CO2 eq/kWh.

Indicator title	Scope covered in 2014 (% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Total direct GHG emissions - scope 1 ""	96.89%	131,154,736 t CO2 eq.	141,984,778 t CO2 eq.
GHG emissions per business unit – energy generation		434.2 kg CO2 eq./MWheq	425.1 kg CO2 eq./MWheq
GHG emissions per business unit – gas exploration, production		5.7 kg CO2 eq./MWheq	4.9 kg CO2 eq./MWheq
GHG emissions per business unit – gas storage		1.3 kg CO2 eq./MWheq	1.0 kg CO2 eq./MWheq
GHG emissions per business unit – gas transmission (excluding LNG fleet)		0.9 kg CO2 eq./MWheq	0.8 kg CO2 eq./MWheq
GHG emissions per business unit – LNG terminals		3.2 kg CO2 eq./MWheq	1.9 kg CO2 eq./MWheq
GHG emissions per business unit – gas distribution		2.45 kg CO2 eq./MWheq	3.8 kg CO2 eq./MWheq
GHG emissions per business unit – gas transportation by boat		10.8 kg CO2 eq./MWheq	9.4 kg CO2 eq./MWheq

Verified by the Auditors with "reasonable" assurance for 2014.

GDF SUEZ has set up a working group to better assess the main risks related to climate change (increase in extreme events, availability of water resources, etc.) and distributes an internal newsletter on adaptation to climate change in order to share information and best practices. The Group is holding discussions on how it can implement the latest scientific advances, in particular through the European project "Extreme Events for Energy Providers".

In 2014, the Group conducted an initial evaluation of the impact of climate change (floods and drought) using Aqueduct software to supplement its work on water stress (see Section 3.3.4.5 Water).

(1) The scope used for environmental reporting is specific (it includes facilities where GDF SUEZ has technical operational control) and thus differs from the scope used, for example, when assessing the power generation fleet.

3.3.4.2 Renewable energy

Maintaining a balanced energy mix means increasing the Group's capacities in renewable energy, whether for generating electricity and heat, and in the case of biogas for transportation.

In 2014, renewable energy accounted for roughly 15.9 GW of installed electric equivalent, representing 19.3% of the Group's total installed capacity.

	Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Renewable– Net installed power (electric and thermal) ""	98.99%	15,875 MWeq	15,818 MWeq
Share of renewable resources in installed capacity	98.99%	19.7%	18.3%
Renewable – Electricity and heat produced ""	98.96%	72,036 GWheq	71,394 GWheq
Energy produced – share of large hydropower		81.7%	82.2%
Energy produced – share of small hydropower		2.0%	2.4%
Energy produced – share of wind		6.5%	6.4%
Energy produced – share of geothermal		0.073%	0.077%
Energy produced – share of solar		0.173%	0.079%
Energy produced – share of biomass and biogas		9.5%	8.7%

Verified by the Auditors with "reasonable" assurance for 2014.

These capacities correspond to the scope of the environmental reporting specified in Section 3.3.3 (excluding equity-accounted and non-controlled facilities).

3.3.4.3 Energy efficiency

Three of GDF SUEZ's business lines offer a very wide range of services: Energy Services, Energy Europe and Energy International. In particular, Energy Services designs and implements energy efficiency and environmental solutions through multi-technical offerings in engineering, installation and energy services. The other business lines also implement energy saving measures for their customers (e.g. in France with the regulatory framework for Energy Savings Certificates).

For electricity generating facilities, energy performance is directly connected to the site's efficiency which influences its profitability. It is therefore a key action area for every power plant manager. Measures taken to improve power generation facilities have helped optimize energy efficiency and hence consumption of raw materials.

Finally, in 2013 by signing the charter for energy efficiency of commercial buildings, GDF SUEZ reaffirmed its ongoing commitment to controlling the energy consumption of buildings. Indeed, the Group has set up a green building policy to improve the environmental performance of its commercial real estate, a policy whose first phase has been deployed in France and Belgium, with the objective, among others, of reducing its energy consumption by 40% by 2020.

Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Primary energy consumption – total (excluding own consumption) ""	97.37%	468 866,8 GWh	509,353 GWh
Share of coal/lignite		42.2%	39.7%
Share of natural gas		49.4%	53.1%
Share of fuel oil (heavy and light)		1.3%	1.6%
Share of biomass and biogas		4.3%	3.6%
Share of other fuels		2.3%	2.0%
Proportion of fuel in transport		0.4%	NA
Electricity and thermal energy consumption (excluding own consumption) ""	99.53%	12,105 GWheeq	12,761 GWheeq
Energy efficiency of fossil fuel plants (including biomass) ""	98.78%	41.34%	42.36%

Verified by the Auditors with "reasonable" assurance for 2014.

3.3.4.4 Nuclear energy

Maintaining a very high level of safety at the seven nuclear reactors operated by GDF SUEZ is a key priority for the Group. GDF SUEZ also attaches great importance to limiting the environmental impact of these facilities (e.g. waste).

The downstream portion of the nuclear fuel cycle represents all operations related to this fuel after its use in a nuclear reactor. The costs for this portion are and will be covered by total financial provisions of €4.496 billion at the end of 2014. Documentary evidence produced by the company Synatom every three years is submitted to the Commission des Provisions Nucléaires for approval. The costs of dismantling nuclear power plants after their closure have also been provisioned pursuant to current regulatory obligations. At the end of 2014, the provisions recognized amounted to €2.681 billion.

	Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Radioactive gas emissions
Rare gases	100%	37.79 TBq	34.61 TBq
Iodines	100%	0.05 GBq	0.03 GBq
Aerosols	100%	0.34 GBq	0.30 GBq
Radioactive nuclear waste (weak and average activity)	100%	161.4 m3	218.7 m3
Radioactive liquid wastes
Beta and Gamma emitters	100%	8.65 GBq	13.66 GBq
Tritium	100%	76.67 TBq	80.42 TBq

3.3.4.5 Water

As a committed player in water management, GDF SUEZ is taking part in the current debate over corporate risk disclosure and water stewardship, alongside organizations such as the World Business Council for Sustainable Development and the CEO Water Mandate of the UN Global Compact. In 2014, the Group made an initial assessment of water stress for "energy" activity facilities to supplement the results obtained in 2014 using the Aqueduct program developed by the World Resources Institute. The indicators reported relate to water withdrawal and consumption for industrial processes.

	Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Industrial water
Total withdrawal – Fresh water	99.81%	88.2 Mm3	114.7 Mm3
Total withdrawal – Non-fresh water	99.77%	19,1 Mm3	36.9 Mm3
Total consumption (1)	99.58%	13.8 Mm3	23.5 Mm3
Cooling and heating water
Total withdrawal – Fresh water	99.96%	5,684.1 Mm3	6,435.6 Mm3
Total withdrawal – Non-fresh water	100%	8 462,1 Mm3	9,085.8 Mm3
Total consumption	99.9%	121,7 Mm3	132.6 Mm3

(1) Reduction mainly due to changes of method at 3 entities.

3.3.4.6 Waste

	Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
Total quantity of non-hazardous waste and by-products discharged (including sludge)	99.69%	5,447,783 t	5,369,769 t
Fly ash, refioms	100%	3,230,240 t	3,249,849 t
Ash, bottom ash	100%	1,500,588 t	1,218,882 t
Desulfurization by-products	100%	381,892 t	369,227 t
Sludge	99.85%	47,171 t	24,562 t
Driftwood	100%	8,606 t	NA
Total quantity of non-hazardous waste and by-products discharged (including sludge)	99.49%	4,861,623 t	4,625,118 t
Drilling waste	100%	20,977 t	NA
Total quantity of hazardous waste and by-products discharged (including sludge and excluding radioactive waste) ""	99.10%	417,954 t	410,766 t
Total quantity of hazardous waste and by-products recovered (including sludge and excluding radioactive waste) ""	99.12%	56,914 t	26,490 t

Verified by the Auditors with "reasonable" assurance for 2014.

Accordingly, in January 2014, GDF SUEZ took the recommendations of an internal audit on waste management and incorporated them into its environmental policy. Its chief aim was to reduce the quantities of waste it produces and to increase its rate of waste recovery.

These efforts have led to higher recovery rates for both non-hazardous waste (89.2% in 2014, up from 86.1% in 2013) and hazardous waste (13.6% in 2014, up from 6.4% in 2013). The Group's industrial sites in France and abroad actively solicit local waste recovery solutions, even though some of these channels remain dependent on market opportunities governed by the laws of supply and demand.

3.3.4.7 Atmospheric pollutants

GDF SUEZ uses a wide range of techniques to further reduce its emissions: reduction at the source using a tailored energy package; filters or water injection to reduce particle emissions; installation of low-NOx burners or urea injection (secondary treatment) to control nitrogen oxides; and choosing fuels with very low sulfur content to reduce sulfur dioxide emissions.

Scope covered in 2014
Indicator title	(% relevant revenue)	GDF SUEZ 2014	GDF SUEZ 2013
NOx emissions	100%	149,401 t	155,354 t
SO2 emissions	99.57%	246,448 t	278,601 t
Particulate matter emissions	97.28%	14,672 t	12,947 t

3.3.4.8 Management of biodiversity

In order to contribute to the fight against the global erosion of biodiversity, remedy its impact under the three prongs of "prevent, reduce, offset" and continue to benefit from eco-systemic services, the Group has been committed since 2010 to integrating biodiversity into its various business lines. This commitment has resulted in particular in:

setting an objective for 2015 to assign a targeted biodiversity action plan to each priority site in Europe; "Targeted" action plans taken into account in this objective are those where there is evidence that they are favorable to species/habitats that are protected or impacted by our activities. Site priority is assessed based on the type of activities and the distance from protected natural areas;

a voluntary initiative officially recognized at the end of 2012 by the French ministry for the environment under the National Strategy for Biodiversity.

In its approach to biodiversity, the Group relies on its partnerships: the French Committee of the International Union for the Conservation of Nature (IUCN France) and France Nature Environnement (FNE). In 2014, the Group delivered a progress report on its long-term objective with the support of IUCN to put its contribution to the French National Biodiversity Strategy into perspective. Between 2013 and 2014, the proportion of sites deemed to be priority and having a targeted action plan increased from 35.6% to 72.4% at European level. In addition, the Group has put in place an internal network of exchanges on biodiversity and is developing internal tools to facilitate understanding of the topic and objectives by as wide an audience as possible. The differentiated management of green spaces, introduction of native plants, schemes to enable migrating fish to pass through hydraulic structures, and the reduction of the impact of wind turbines on birds and bats are examples of measures taken for the protection of biodiversity.

3.3.4.9 Active prevention of environmental risks

The management of industrial and environmental risks has two components: risk prevention and crisis management.

Indicator title	2014 data	2013 data
Environmental analyses	83.1%	83.01%
	relevant revenue	relevant revenue
Environmental risk prevention plan	85.1%	86.45%
	relevant revenue	relevant revenue
Environmental crises management plan	86.3%	86.40%
	relevant revenue	relevant revenue

There were 478 claims and one award for environmental or public health damages, with total compensation amounting to €27,900. While this is very low considering the Group's size and the industrial nature of its activities, the Group actively monitors these data and implements actions to reduce them further. Furthermore, GDF SUEZ have financial provisions of €43 million for risks associated with litigations linked to environment. In 2014, environmental expenses (capital expenditure and recurring operating expenses related to environmental protection) 3 totalled €1,008 million.

Scope covered in 2014
Indicator title	(% relevant revenue)	2014 data	2013 data
Environment-related claims	99.72%	478	66
Environment-related fines	99.68%	1	8
Amount of compensation (thousands of euros)	99.72%	27.9	127
Environmental expenses (thousands of euros)	96.64%	1,008,105	1,153,062

3.3.4.10 Nuisance

Any industrial activity is a source of noise. In order to reduce its impact, Group entities conduct regular soundproofing work Protection of soil and groundwater is an integral part of the Group's environmental policy. The environmental consequences of soil (acoustic cladding, noise barriers, containment, and so on). In more pollution can be significant, as can be the costs of subsequent recent projects, reducing this potential form of nuisance is directly

For its EnR projects, in particular onshore wind and solar PV, GDF At Electrabel in Belgium, a soil survey was carried out at several SUEZ conducts impact studies and proposes support measures to power plant sites and soil pollution was identified. Risks were prevent, reduce or offset any noise or visual impact. Examples of assessed in conjunction with the appropriate environmental such actions include defining and implementing turbine restrictions authorities and a remediation project is implemented wherever (stoppage or reduced power at key times and/or under certain wind necessary. conditions), conducting specific actions with builders to reduce the sound power of machines, seeking better harmonization with the GDF SUEZ owns a number of former gasworks. These sites may be landscape during the design and, after construction, initiating affected by oil, heavy metals and other volatile substances that can planting and vegetation schemes on sites or for neighbors if there is adversely affect health. As a result, they must be repaired before an obvious visual impact. By way of illustration, in France, GDF reuse. In 1996, a 10-year plan was agreed via a memorandum SUEZ has partnered with the "Respect" project launched as part of between Gaz de France and the French State for the rehabilitation the offshore wind project at the city of Tréport and the islands of of these sites. As from 2007, all sites are compatible with their use Yeu and Noirmoutier. This project, in partnership with Quiet Oceans, from a health perspective. Today, when these former sites are sold, the University of Le Havre, the Langevin Institute, and the Pelagis GDF SUEZ is committed to ensuring that the buyer's project is Observatory, is designed to improve understanding of the biological compatible with the environmental and industrial liabilities of the site impact related to the noise footprint of projects and reduce them by and that the risk to the environment and residents is effectively developing appropriate technologies. managed.

3.3.4.11 Land use

integrated into the design. remedial measures. It is therefore important to prevent this risk and to hedge it with financial provisions. These amounted to For the most part, Group activities do not generate olfactory €2.150 billion in 2014 and concerned sites rehabilitation, non nuisance. However, as natural gas is odorized for safety reasons, nuclear installations dismantling and scheduled programs for some people may occasionally feel inconvenienced by the smell. eliminating products.

At all its sites, the Group monitors the soil and underground water, great majority of land-use conflicts. Gas pipelines account for the in accordance with its operating permits, in order to prevent largest amount of land use by GDF SUEZ. As these gas routes are pollution. buried underground, they do not fragment natural habitats.

Consequently, land use is not a key issue for the Group's activities. The fragmentation of natural habitats, a consequence of land use, represents the biggest threat to biodiversity and is at the root of the

3.4 SOCIETAL INFORMATION

The responsible growth model developed by GDF SUEZ is based on professional dialogue with all stakeholders to encourage co-construction and shared value creation.

3.4.1 Socioeconomic development in local communities

For GDF SUEZ, adapting its offerings to meeting its customers' in the countries where it currently operates or plans to operate in the requirements and learning about them make innovation and future. The GDF SUEZ Rassembleurs d'Énergies initiative is based partnerships a central part of its local activities. These aims mean on three pillars: donations, technical assistance and investment. that dialogue is the main foundation of the Group's approach, Since its creation, social investment fund GDF SUEZ Rassembleurs emphasizing the importance of a professional attitude on the part of d'Énergies has made ten investments in France and abroad, for a GDF SUEZ's teams, who have a good knowledge of stakeholders total amount of €4.1 million. In 2014 alone, the company invested

Internationally, in agreement with local authorities, the Group is (LivingStones), Italy (SO LO Energia), India (Green Village Ventures, committed in the same way, as part of a professional and Simpa Networks) and Uganda (Fenix). participatory approach, to developing social programs linked to its To encourage the exchange of good internal practices in these

GDF SUEZ supports small and medium-sized enterprises (SME) and regard to societal acceptability, which brings together the Group's start-ups through various programs implemented in local leading practitioners. Its aim is to create a toolbox containing all the communities. The Group also supports social entrepreneurship via methods that might be used throughout a project, from design to the GDF SUEZ Rassembleurs d'Énergies initiative. This innovative assessment, and to make these available throughout the entire initiative was launched in 2011 to bring together and strengthen the Group. Group's actions to encourage access to energy and basic services

and a proactive, regular dialogue with them. €3.0 million, in France (Les Toits de l'Espoir), Belgium

industrial projects and resulting from consultation. areas, the Group has established a best practices community with

3.4.2 Stakeholder dialogue and partnerships

GDF SUEZ maintains a continuous, proactive dialogue with all its member of a number of networks and associations, including the stakeholders concerning its industrial activities. Ensuring the World Business Council for Sustainable Development (WBCSD), company's sustainability and creating shared value, this culture and chairs, alongside ABB, Eskom and Schneider Electric, the where listening and dialogue are paramount is also extended thanks working group on "low-carbon electrification in isolated areas".

From 2015, this system will be enhanced by a dedicated support its environmental efforts. Of note in this respect is its mechanism for consultation and dialogue with a group of partnership with France Nature Environnement, which brings stakeholders representing the various areas of concern for the together 3,000 environmental protection associations that, since Company. It will be coordinated by an independent institution 2010, have supported the Group in its efforts to protect biodiversity.

Internationally, GDF SUEZ has been a member of the United France. A third framework agreement has been signed covering the Nations Global Compact since 2001. Gérard Mestrallet chaired the 2013-2015 period to support Emmaüs in its actions to combat French Global Compact network for three years (2010-2013). To energy poverty. share best practices in sustainable development, GDF SUEZ is a

to sustainable partnerships tackling social and environmental issues. In France, GDF SUEZ has concluded structural partnerships to

specializing in corporate-stakeholder relations. To combat energy poverty, GDF SUEZ is a partner of Emmaüs

3.4.3 Community philanthropy, solidarity and combating energy poverty

In all geographical regions where GDF SUEZ operates, initiatives the new agreement signed in December 2014, GDF SUEZ has promoting community philanthropy, solidarity and combating energy renewed its commitment to the program, and will pay out poverty are implemented by the GDF SUEZ Corporate Foundation €53 million in the period 2014-2017 to renovate 185,000 homes. or Group entities, in connection with local authorities, local GDF SUEZ has created a network of mediation partners with over associations, internal NGOs (Codegaz and Energy Assistance) or 360 customer assistance centers throughout the country at the end the Group's corporate functional departments. Since its creation in of 2014. Mediators at these associations, who are trained by 2010, the GDF SUEZ Foundation has supported 32 projects as part GDF SUEZ, talk to customers facing payment difficulties, help them of its "Energy Solidarity" program, which is expected to help some to understand their bills, give them advice on their energy spending, 114,000 people in the longer term. GDF SUEZ has launched several and can help them to set up structured payment plans or direct

In 2014, GDF SUEZ helped more than 824,000 customers receive partners responded to more than 66,000 requests from the Tarif Spécial de Solidarité (special solidarity rate), representing an GDF SUEZ's customers. 3 increase in volume of nearly 50% on 2013. In addition, and pursuant GDF SUEZ has set up a dedicated structure for its customers in to the decree of November 15, 2013, GDF SUEZ's customers can vulnerable situations or those facing payment difficulties. Thirty-five now benefit from the Tarif de Première Nécessité (basic needs rate) GDF SUEZ Energy Solidarity partners are in touch with local for electricity without changing supplier. This decree also stipulates communities, departments and associations and 170 GDF SUEZ the extension of the number of recipients of social rates, taking solidarity advisers are also dedicated to processing requests from baseline taxable income as the threshold for eligibility. GDF SUEZ social workers.

The Group also participates in the in Fonds de Solidarité Solidarity launch of ISIGAZ in 2006, 260,000 families in around 100 towns Housing Fund (SHF), providing €6 million per year, in line with the have received this advice.

authorities as a partner in the national "Live Better" program. Under place in 2015.

initiatives promoting solidarity and combating energy poverty. them towards social services to apply for assistance. In 2014, these

supported the public authorities, so that, as at the end of 2014, The ISIGAZ (Information Sécurité Intérieure GAZ) program, which more than 981,000 customers were eligible for these special rates informs and raises awareness among disadvantaged customers (824,000 for special solidarity rate and 157,000 for the basic needs about their domestic natural gas facilities and energy savings, rate), for a total annual contribution of more than €57 million. covered 24,000 homes in some 20 French towns in 2014. Since the

Public Service Agreement. In 2014, more than 93,500 customers of In 2009, GDF SUEZ set up an international observatory for energy the Group were benefiting from these council subsidies. and water insecurity to enable the exchange of best practices Since 2011, the Group has been acting alongside the public between its subsidiaries. The next observatory conference will take

3.4.4 Purchases, subcontracting and suppliers

The Group's Purchasing organization has defined four ambitious professionalize staff and develop the expertise of the employees in objectives that contribute to the Group's development and the Procurement network. The purchasing and procurement training

-

-

effectively. The program is delivered in two ways: a two-day physical to drive career development. seminar, and the online training program, the "Procurement The Group's Purchasing and Procurement Policy defines the Passport", accessed via the Group's online training platform; objectives and principles that govern how the Purchasing and implement purchasing portfolio management by category in order Procurement organization carries out its activities in interacting with to develop the cross-functional nature of strategies within the the line management internally and with the suppliers and Group; 34 Category Managers were appointed in 2014 and subcontractors' market, in connection with its responsibilities, which PYRAMID, the Group's purchasing solution, was a concrete step are outlined below: in this implementation;

-

• signed between the parties by the approved buyer, pursuant to effectively manage the exchange of information using optimized the authorizations in force. tools and processes. The implementation of PYRAMID, the Group's Procurement solution, continued in 2014;
• reputation, over and above negotiations on price: program, the "Procurement Passport", was launched in January 2014. It aims to provide information about the challenges to be a recognized contributor to the Group's operational that the Group faces and its strategy, and to give participants a performance; clearer understanding of the role played by Purchasing in the to uphold the Group's values in respect of its suppliers and to be Group's necessary transformation. It raises awareness among all a key player in its CSR approach; actors in the Procurement network about the purchasing policy, to be a model for cross-functional initiatives within the Group; methods and processes, so that they can perform their duties more
  -
  • ensure that external supplies meet the requirements for quality ensure that all agreements with suppliers are the subject of a and economic performance; written document (that includes mandatory ethical, environmental uphold commitments and maintain balanced relations with suppliers; and social responsibility clauses) negotiated in advance and

3.5 REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD-PARTY, ON THE CONSOLIDATED ENVIRONMENTAL, SOCIAL AND SOCIETAL INFORMATION PUBLISHED IN THE MANAGEMENT REPORT

This is a free translation into English of the original report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

opinion on the fair presentation of CSR Information). In our capacity as Statutory Auditor of GDF SUEZ, and appointed as independent third-party, for whom the certification request has been Our work was carried out by a team of twelve people between approved by the French National Accreditation Body (COFRAC) October 2014 and February 2015. To assist us in conducting our under the number 3-1048 work, we referred to our corporate responsibility experts. (1), we hereby present you with our report on the social, environmental and societal information prepared for We conducted the following procedures in accordance with the year ended December 31st, 2014 presented in the management professional auditing standards applicable in France, with the order report (hereinafter the "CSR Information"), pursuant to Article of May 13, 2013 determining the methodology according to which

The Board of Directors is responsible for preparing a management report including CSR Information in accordance with the provisions Attestation of completeness of CSR Information of Article R. 225-105-1 of the French Commercial Code, prepared Based on interviews with management, we familiarized ourselves in accordance with the reporting protocols and guidelines used by with the Group's sustainable development strategy, with regard to GDF SUEZ la société, (hereafter the "Reporting Guidelines"), which the social and environmental impacts of the company's business are available for consultation at the headquarters of the company at and its societal commitments and, where appropriate, any resulting the strategy and sustainability division (environment and climate actions or programs. services), at the Human Resources division and the health and We compared the CSR Information presented in the management safety and management systems and for which a summary is report with the list set forth in Article R. 225-105-1 of the French presented in the management report in part "Methodological Commercial Code.

Independence and quality control Code.

Code of Ethics as well as by the provisions set forth in Article L. scope, i.e., the company and its subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code and the companies 822-11 of the French Commercial Code. Furthermore, we have set that it controls within the meaning of Article L. 233-3 of the French up a quality control system that includes the documented policies Commercial Code, subject to the limitations presented in the and procedures designed to ensure compliance with rules of ethics, methodological notes on methods of chapter 3.2 and 3.3 of the professional auditing standards and the applicable legal texts and management report. regulations.

Based on our work, our responsibility is: presented in the management report.

• Formed opinion on the fair presentation of CSR to attest that the required CSR Information is presented in the management report or, in the event of omission, is explained Information pursuant to the third paragraph of Article R. 225-105 of the French Commercial Code (Attestation of completeness of CSR Nature and scope of procedures
• to express limited assurance on the fact that, taken as a whole, for preparing the CSR Information in the departments in charge of CSR Information is presented fairly, in all material aspects, in

To the Shareholders, accordance with the adopted Reporting Guidelines (Formed

L.225-102-1 of the French Commercial Code (Code de commerce). the independent third party entity conducts its assignment and, concerning the formed opinion on the fair presentation of CSR Responsibility of the company Information, with the international standard ISAE 3000(2).

elements of the 2014 environmental reporting", "Note on In the event of omission of certain consolidated information, we methodology of social indicators" et "Note on methodology of health verified that explanations were provided in accordance with the third and safety indicators". paragraph of the Article R. 225-105 of the French Commercial

Our independence is defined by regulatory texts, the profession's We verified that the CSR Information covered the consolidated

Based on these procedures and considering the limitations Responsibility of the Statutory Auditor mentioned above, we attest that the required CSR Information is

information); We conducted around fifty interviews with the people responsible

(1) which scope is available on www.cofrac.fr

(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information

data collection process and, when appropriate, those responsible Regarding the other consolidated CSR Information, we have

- Group. assess the suitability of the Reporting Guidelines with respect to understandability, taking into consideration, when relevant, the where necessary, the total or partial omission of certain information.

with regard to the company's characteristics, the social and environmental challenges of its activities, its sustainable development strategies and the sector's best practices.

Concerning the CSR Information that we have considered to be 3 most important(1):

• for the consolidating entity, we consulted the documentary sources and conducted interviews to corroborate the qualitative information (organization, policies, actions), we performed analytical procedures on the quantitative information and verified, using sampling techniques, the calculations and the data consolidation, and we verified their consistency with the other information presented in the management report;
• for a representative sample of entities that we have selected(2) according to their activity, their contribution to the consolidated indicators, their location and a risk analysis, we held interviews to verify the correct application of the procedures and performed substantive tests using sampling techniques, consisting in verifying the calculations made and reconciling the data with supporting evidence. The selected sample represented 16% of the headcount and between 22% and 79% of the environmental quantitative information.

for internal control and risk management procedures, in order to: assessed its consistency in relation to our understanding of the

their relevance, completeness, reliability, neutrality and Lastly, we assessed the relevance of the explanations relating to,

sector's best practices; We believe that the sampling methods and sizes of the samples we verify that a data-collection, compilation, processing and control have used in exercising our professional judgment enable us to procedure has been implemented to ensure the completeness express limited assurance; a higher level of assurance would have and consistency of the CSR Information and review the internal required more in-depth verifications. Due to the use of sampling control and risk management procedures used to prepare the techniques and the other limits inherent to the operations of any CSR Information. information and internal control system, the risk that a material We determined the nature and scope of the tests and controls anomaly be identified in the CSR Information cannot be totally according to the nature and significance of the CSR Information eliminated.

(1) Social and health and safety information: Total workforce, Total workforce - Workforce by geographic region, Total workforce - Breakdown of workforce by SPC, Age pyramid of permanent employees, Female workforce, Proportion of women in workforce, Proportion of women in management, Proportion of Apprenticeship workforce, Breakdown of workforce by type of contract – Permanent, Breakdown of workforce by type of contract – Other, No. of permanent hires (at constant structure), No. of temporary hires (at constant structure), Rate of hires, Rate of permanent hires, No. of lay-offs (at constant structure), Turnover (at constant structure), Voluntary turnover (at constant structure), Employees under 25 as a % of permanent hires, Employees over 50 as a % of permanent hires, Average salary of manual workers, clerical staff and technicians compared with national minimum wage, Days of absence per person, Total no. of training hours, Proportion of workforce trained, No. of training hours per person trained, Proportion of disabled employees a % of permanent hires, Frequency rate, Severity rate (French benchmark), Severity rate (ILO benchmark), Number of new cases of occupational illness, No. of fatal accidents (employees), number of work-related accidents among external providers and temporary staff,

Societal information: Purchases, subcontracting and suppliers

Environmental information: Percentage of relevant revenue covered by an EMAS certification, Percentage of relevant revenue covered by an ISO14001 (non-EMAS) certification, NOx emissions, SO2 emissions, Particulate matter emissions, Cooling and heating water - Total consumption, Industrial water - Total consumption, Primary energy consumption – total (excluding own consumption), Electricity and thermal energy consumption (excluding own consumption), Energy efficiency of fossil fuel plants (including biomass), Renewable – Net installed power (electric and thermal), Renewable – Electricity and heat produced, Total quantity of non-hazardous waste and by-products discharged (including sludge), Total quantity of non-hazardous waste and by-products discharged (including sludge), Total quantity of hazardous waste and by-products discharged (including sludge), Total quantity of hazardous waste and by-products discharged (including sludge and excluding radioactive waste), Total quantity of hazardous waste and by-products recovered (including sludge and excluding radioactive waste), Proportion of sites deemed to be priority and having a targeted action plan, Total direct GHG emissions - scope 1.

(2) Social and health and safety information: BEI : Suez Energy North America ; BES : Axima Concept, INEO SA, Cofely Services S.A (Belgique). Environmental information: BEI : Estreito, ITASA, Machadinho, Salto Osório, Salto Santiago, Jorge Lacerda, ANP Coleto Creek, Wise County Power Company, Rugeley Power Station (B Site), Saltend Cogeneration Company Limited, FHH (Guernsey) Ltd, GHECO1 (USD), Glow ENERGY Phase 1&2, Glow ENERGY Phase 5, Glow SPP 2+3 CHP, Hazelwood Power Partnership, Pelican Point Power Limited, Loy Yang B consolidated ; BEE : Electrabel, Tihange, Saint-Ghislain, GDF SUEZ Kraftwerk Farge GmbH, KW Zolling Conventional, Biomasseheizkraftwerk Zolling GmbH, GDF Suez Energie Nederland N.V. (Electrabel Nederland), Rotterdam, GDF Suez Energia Polska SA.

BEE : Electrabel SA (BU, site Tihange et site Saint-Ghislain) ; Electrabel Nederland (BU et site Rotterdam) ; GDF SUEZ Kraftwerk Farge GmbH ; KW Zolling Conventional ; Biomasseheizkraftwerk Zolling GmbH ; ROSIGNANO ENERGIA SPA (ROSEN) ; ROSELECTRA ; GDF SUEZ ENERGIA POLSKA SA. BEI : Hazelwood Power Partnership ; Pelican Point Power Limited ; Loy Yang B consolidated ; Destilaria Andrade ; Estreito ; ITASA ; Machadinho ; Salto Osório ; Salto Santiago ; Jorge Lacerda ; Chilca ; ILO 1 ; ILO 2 ; GHECO1 (USD) ; Glow Energy CFB3 ; Glow ENERGY Phase 1&2 ; Glow ENERGY Phase 5 ; Glow SPP 2+3 CHP ; GLOW IPP COMPANY LTD (USD) ; Deeside Power Limited ; Rugeley Power Station (B Site) ; Saltend Cogeneration Company Limited ; Dinorwig ; Ffestiniog ; ANP Bellingham ; ANP Coleto Creek ; Wise County Power Company .

Qualification expressed Conclusion

units. presented fairly, in accordance with the Reporting Guidelines.

Findings were identified in the case of the indicator «Electricity Based on our work, and subject to the above-mentioned consumption (excluding auto-consumption) » especially because of qualification, we did not identify any material anomaly likely to call the incompleteness of the reporting made by power generation into question the fact that the CSR Information, taken as a whole, is

Neuilly-sur-Seine, le March 3rd 2015 French original signed by one of the statutory auditors,

Véronique Laurent Partner

3.6 STATUTORY AUDITORS' REASONABLE ASSURANCE REPORT ON SELECTED SOCIAL, ENVIRONMENTAL AND GOVERNANCE INFORMATION

This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of English speaking readers

Pursuant to your request and in our capacity as Statutory Auditors Responsibility of the Statutory Auditors

Responsibility of the Company Registration Document.

We have performed the procedures described below in accordance The Data has been prepared under the responsibility of GDF SUEZ with professional standards applicable in France and ISAE 3000(1). executive management, in accordance with the criteria used (hereinafter the "Reporting Criteria") for social and environmental We have assessed the appropriateness of the Reporting Criteria with respect to its relevance, completeness, reliability, neutrality reporting data available upon request at the Company's and clarity, by taking into consideration, when relevant, the headquarters from the Strategy and Sustainable Development sector's best practices; Department (Environment and Climate Department), the Group Human Resources Department and the Health, Safety and We have verified the set-up of a process to collect, compile, Management Systems Department; a summary of which appears in process, and check the completeness and consistency of the Data; the Registration Document in the section « "Methodological elements of the 2014 environmental reporting" and "Methodological We have interviewed the relevant staff from the Strategy and

headquarters and the branches (Energie Europe (BEE), Energie Our independence is defined by regulatory texts, the profession's Internationale (BEI), Global Gaz and GNL (B3G), Infrastructures Code of Ethics as well as the provisions set forth in Article L.822-11 (BI), Services à l'Energie (BES)) in order to analyze the of the French Commercial Code (Code de commerce). Furthermore, deployment and application of the Reporting Criteria. we have set up a quality control system that includes the We have set up analytical procedures on the Data and verified, documented policies and procedures designed to ensure using sampling techniques, the calculations as well as the compliance with ethical rules, professional standards and the consolidation of Data. applicable legal texts and regulations. We have tested the Data for a representative sample of entities

of GDF SUEZ, we performed a review in the aim of providing Based on our work, our responsibility is to express reasonable reasonable assurance on the environmental and social indicators assurance on the fact that the Data has been prepared, in all selected by GDF SUEZ and identified by the symbols □□ in material aspects, in accordance with the Reporting Criteria. The sections 3.2 and 3.3 of the Registration Document for fiscal year conclusions expressed here below cover only this Data and not all 2014 (the "Data"). of the information set forth in sections 3.2 and 3.3 of the ³

-

• memo on the social indicators". Sustainable Development Department (Environment and Climate Department), the Group Human Resources Department and the Independence and quality control Health, Safety and Management Systems Department at the
  -
  • that we selected(2) based on their activity, their contribution to the consolidated Data, their location and a risk analysis. We have conducted interviews to verify the proper application of procedures and conducted substantive tests, using sampling techniques, to verify the calculations performed and reconcile data with supporting evidence. The selected sample represented 53% of the workforce and between 36% and 79% of the environmental information.

(1) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information.

(2) Social, health and safety information : BEE : Savelys SAS Hodling, GDF SUEZ Energy Romania ; CNR ; PPE (BtotB) ; GDF SUEZ Energie Nederland N.V. ; GDF SUEZ Energia Polska SA ; BEI : Suez Energy North America ; Tractabel Energia Consolidated ; Enersur ; BES : INEO SA ; Cofely Worplace Limited ; Axima Concept ; Cofely Fabricom SA ; Cofely Services SA ; Cofely Limited ; Cofely Italia spa ; Cofely Centre Ouest ; Cofely Deutschland GmbH ; Cofely Sud-Ouest ; Leme Engenharia (BR) ; Fabricom AS ; B3G : GDF SUEZ E&P international – GNL statut – Siège B3G statut ; GDF Production Nederland BV ; GDF SUEZ E&P Norge AS ; BI : GrDF ; GRTGAZ ; Storengy.

Environmental information : BEI : Destilaria Andrade ; Chilca ; ILO 1 ; ILO 2 ; Glow Energy CFB3 ; Glow IPP Comany LTF (USD) ; Deeside Power Limited ; ANP Bellingham ; BEE : Rosignano Energia Spa (Rosen) ; Roselectra ; Dunkerque DK6 ; SHEM ; CPCU ; Cofely Services Nord-Est ; Cofely Deutschland ; SMA ; SMEG ; Terminal Fos Tonkin ; GDF SUEZ E&P Norge AS.

We believe that the sampling methods and sizes of the samples we Conclusion have used in exercising our professional judgment enable us to In our opinion, the information selected by the Group and identified express a reasonable assurance. Due to the use of sampling by the sign have been prepared, in all material aspects, in techniques and the other limits inherent to the operations of any accordance with the Reporting Criteria. information and internal control system, the risk that a material anomaly be identified in the Data cannot be totally eliminated.

We believe that these procedures enable us to express reasonable assurance on the Data.

Neuilly-sur-Seine and Paris-La Défense, March 3, 2015 The Statutory Auditors

DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Véronique Laurent Pascal Macioce Charles-Emmanuel Chosson

Partner Partners

<-- PDF CHUNK SEPARATOR -->

4

CORPORATE GOVERNANCE

4.1	REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES	100	4.4	STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS, TRANSACTIONS WITH RELATED PARTIES, SERVICE CONTRACTS
4.1.1	Board of Directors: Composition – Terms of office – Information – Independence	100	4.4.1	Statutory auditors' special report on regulated agreements and commitments
4.1.2	Non-voting Director	112	4.4.2	Transactions with related parties
4.1.3	Government Commissioner	113	4.4.3	Service contracts binding members of
4.1.4	Board of Directors: Powers – Operating procedures – Activities	113	4.5	corporate governance bodies
4.1.5	Standing Committees of the Board of Directors	114		COMPENSATION AND BENEFITS OF MEMBERS OF CORPORATE GOVERNANCE AND MANAGEMENT
4.1.6	Principles and rules for determining the compensation and benefits of Corporate
	Officers	117	4.5.1	Compensation of executive management and corporate officers
4.1.7 4.1.8	Corporate governance code Internal control and risk management procedures implemented by the Company	117 118	4.5.2	Compensation of other senior officers (members of the General Management Committee and other members of the
4.1.9	Statutory provisions regarding
	the participation of Shareholders at Shareholders' Meetings	122	4.5.4	Compensation of non-executive
4.2	STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH		4.5.5	Information on stock options or the
	ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF		4.5.6	Stock subscription and purchase options granted to, and exercised by, each executive corporate officer – Summary
	THE BOARD OF DIRECTORS OF GDF SUEZ	124	4.5.7	Performance shares awarded to and available for sale by each executive corporate officer - Summary of current
4.3	GENERAL MANAGEMENT	125		plans
4.3.1 4.3.2	General Management Committee Executive Committee	125 126	4.5.8	Stock subscription or purchase options granted to the ten employees, who are not executive company officers, who

		PAGE			PAGE
4.1	REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES	100	4.4	STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS, TRANSACTIONS WITH RELATED PARTIES, SERVICE CONTRACTS	127
4.1.1	Board of Directors: Composition – Terms of office – Information – Independence	100	4.4.1	Statutory auditors' special report on regulated agreements and commitments	127
4.1.2	Non-voting Director	112	4.4.2	Transactions with related parties	132
4.1.3	Government Commissioner	113	4.4.3	Service contracts binding members of
4.1.4	Board of Directors: Powers – Operating procedures – Activities	113	4.5	corporate governance bodies	132
4.1.5 4.1.6	Standing Committees of the Board of Directors Principles and rules for determining the	114		COMPENSATION AND BENEFITS OF MEMBERS OF CORPORATE GOVERNANCE AND MANAGEMENT BODIES	132
	compensation and benefits of Corporate Officers	117	4.5.1	Compensation of executive
4.1.7	Corporate governance code	117		management and corporate officers	132
4.1.8	Internal control and risk management procedures implemented by the Company	118	4.5.2	Compensation of other senior officers (members of the General Management Committee and other members of the Executive Committee)	142
4.1.9	Statutory provisions regarding		4.5.3	Retirement provision	143
	the participation of Shareholders at Shareholders' Meetings	122	4.5.4	Compensation of non-executive directors and non-voting directors	143
4.2	STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH		4.5.5	Information on stock options or the award of performance shares	145
	ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF		4.5.6	Stock subscription and purchase options granted to, and exercised by, each executive corporate officer – Summary of stock option plans in force	148
	THE BOARD OF DIRECTORS OF GDF SUEZ	124	4.5.7	Performance shares awarded to and available for sale by each executive corporate officer - Summary of current
4.3	GENERAL MANAGEMENT	125		plans	151
4.3.1	General Management Committee	125	4.5.8	Stock subscription or purchase options
4.3.2	Executive Committee	126		granted to the ten employees, who are not executive company officers, who received and exercised the most options	155
			4.5.9	Free and Performance shares granted to the ten employees, who are not executive company officers, who received the most performance shares	156
			4.5.10	Summary of transactions disclosed by executive management and corporate officers in the fiscal year 2014	156

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

This Report, which was prepared by the Chairman of the Board of the General Management. The Report outlines the statutory Directors pursuant to Article L. 225-37 of the French Commercial provisions applied to the calculation of compensation and benefits Code, includes for 2014 information regarding the composition of of any kind granted to the corporate officers. The Report, after being the Board of Directors and application of the principle of balanced submitted to the General Management Committee for approval, was representation of women and men within it, the conditions under presented to the Audit Committee for information purposes. It was which its work was prepared and organized, the internal control and then approved by the Board of Directors at its meeting of risk management procedures implemented by the Company, and February 25, 2015(1). any limitations imposed by the Board of Directors on the powers of

4.1.1 Board of Directors: Composition – Terms of office – Information – Independence

4.1.1.1 Composition of the Board of Directors

Pursuant to Article 13 of the Company by-law and the provisions of At the date of this report, the Company is managed by a Board of Articles L. 225-17, L. 225-23 and L. 225-27 of the French Directors composed of 17 members, including: Commercial Code regarding the composition of the Board of Directors, the Board of Directors of GDF SUEZ is composed of a 9 Directors elected by the General Shareholders' Meeting maximum of 22 members, including three Directors who represent pursuant to the provisions of the French Commercial Code relating to public limited companies; the Group's employees and one Director who represents employee

Article 2 of the Decree-Law of October 30, 1935 in view of the The duration of the Directors' terms of office is set out in French State's interest in the share capital; and Section 7.1.2 – "Corporate governance bodies".

Patrick Petitjean, Directors representing employees, expired at the representing employee shareholders, pursuant to Article L. General Shareholders' Meeting of April 28, 2014. Anne-Marie 225-23 of the French Commercial Code. Mourer and Alain Beullier were reappointed to the Board, while The Board of Directors includes 7 women Directors out of a total of

The Board noted the appointment of Bruno Bézard, Director AFEP-MEDEF Code impose a principle of balanced representation representing the French State, on July 28, 2014, to replace Ramon of men and women on boards of directors. In assessing the ratio of

At its meeting of October 21, 2014, the Board of Directors decided stipulate that directors who are employee representatives – who are to end Jean-François Cirelli's tenure as Vice-Chairman ahead of not elected by the General Shareholders' Meeting – are not taken into account. As the Board of Directors of GDF SUEZ includes term, with effect from November 11, 2014, and to appoint Isabelle Kocher as Deputy Chief Executive Officer, replacing Jean-François 3 Directors representing employees, the assessment is based on Cirelli, with effect from November 12, 2014. 14 Directors, 6 of whom are women (a ratio of 42.86%).

Director, with effect from November 12, 2014, to replace Paul experience of its Board of Directors. Of its 17 Directors, 3, Desmarais for the remainder of his term, i.e., until the close of the representing 17.65%, are not French. General Shareholders' Meeting called to approve the financial statements for fiscal year 2015.

Finally, on November 12, 2014, the Board of Directors noted the resignation of Jean-François Cirelli as a Director with effect from November 11, 2014.

• shareholders. 4 Directors representing the French State appointed pursuant to
• 3 Directors representing employees, pursuant to Articles L. In 2014, the terms of office of Anne-Marie Mourer, Alain Beullier and 225-27 et seq. of the French Commercial Code, and 1 Director

Patrick Petitjean was replaced by Philippe Lepage. 17 members. The 2011-103 Act of January 27, 2011 and the Fernandez. women to men on boards of directors, the law and the Code

At the same meeting, the Board coopted Isabelle Kocher as a GDF SUEZ also seeks to increase the diversity and international

⁽¹⁾ The changes in composition of the Board of Directors after February 25, 2015 and submitted to the Shareholders' Meeting on April 28,2015 are listed in page 123.

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

4.1.1.2 Directors in office

DIRECTORS ELECTED BY THE GENERAL SHAREHOLDERS' MEETING

	Nationality	Date of first appointment	Date of last appointment	End of current term	Address
Gérard Mestrallet	French	July 16, 2008	April 23, 2012	2016	GDF SUEZ
(65 years old) Chairman and Chief Executive					1, place Samuel de Champlain
Officer					92400 Courbevoie
Isabelle Kocher	French	November 12,	-	2016	GDF SUEZ
(48 years old) Deputy Chief Executive Officer		2014(2)			1, place Samuel de Champlain
					92400 Courbevoie
Albert Frère(1) (88 years old)	Belgian	July 16, 2008	May 2, 2011	2015	Groupe Bruxelles Lambert
Vice-Chairman					24, avenue Marnix 1000 Brussels
					(Belgium)
Ann-Kristin Achleitner(1)	German	September 19,	-	2015	Residenzstrasse 27
(48 years old)		2012			D - 80333 Munich
					(Germany)
Edmond Alphandéry(1) (71 years old)	French	July 16, 2008	May 2, 2011	2015	Compagnie Financière du Lion
					73, boulevard
					Haussmann
Jean-Louis Beffa(1)					75008 Paris
(73 years old)	French	November 20, 2004	April 23, 2012	2016	Saint-Gobain Les Miroirs
					18, avenue d'Alsace
					92096 La Défense Cedex
Aldo Cardoso(1)	French	November 20,	May 2, 2011	2015	GDF SUEZ
(58 years old)		2004			1, place Samuel de Champlain
					92400 Courbevoie
Françoise Malrieu(1)	French	May 2, 2011	-	2015	19 avenue Léopold II
(68 years old)					75016 Paris
Lord Simon of Highbury(1)	British	July 16, 2008	April 23, 2012	2016	1, St James's Square
(75 years old)					London SW1Y 4PD
					(United Kingdom)

(1) Independent Director (see Section 4.1.1.5, "Independence of Directors in office – Conflicts of interest").

(2) Coopted by the Board of Directors on October 21, 2014, with effect from November 12, 2014, to replace Mr. Paul Desmarais.

DIRECTORS REPRESENTING THE FRENCH STATE

	Nationality	Date of first appointment	Date of last appointment	End of current term	Address
Bruno Bézard	French	July 28, 2014		2016	Ministry of Finance and Public Accounts
(51 years old)					Ministry for the Economy, Industry and Digital
					Directorate-General for the Treasury
					139, rue de Bercy
					Télédoc 230
					75572 Paris Cedex 12
Astrid Milsan	French	July 30, 2013	-	2016	Ministry of Finance and Public Accounts
(43 years old)					Ministry for the Economy, Industry and Digital
					French State Shareholding Agency
					Bâtiment Colbert - Télédoc 228
					139, rue de Bercy
					75572 Paris Cedex 12
Pierre Mongin	French	November 9,	April 19, 2012 (1)	2016	RATP
(60 years old)		2009			54 quai de la Rapée
					75599 Paris Cedex 12
Stéphane Pallez	French	April 19, 2012 (1)	-	2016	La Française des Jeux
(55 years old)					126, rue Gallieni
					92643 Boulogne-Billancourt Cedex

(1) With effect from the close of the General Shareholders' Meeting of April 23, 2012.

DIRECTORS ELECTED TO REPRESENT EMPLOYEES

	Nationality	Date of first appointment	Date of last appointment	End of current term	Address
Alain Beulier	French	January 21,	2014	2018	Elengy
(50 years old)		2009			LNG terminal
					BP 35
					44550 Montoir-de-Bretagne
Philippe Lepage	French	April 28, 2014	-	2018	Elengy
(50 years old)					Zone Portuaire – BP 35
					44550 Montoir-de-Bretagne
Anne-Marie Mourer	French	January 21,	2014	2018	GrDF Sud-Est
(55 years old)		2009			Immeuble VIP
					66, rue de la Villette
					69425 Lyon Cedex 03

DIRECTORS REPRESENTING EMPLOYEE SHAREHOLDERS ELECTED BY THE GENERAL SHAREHOLDERS' MEETING

	Nationality	Date of first appointment	Date of last appointment	End of current term	Address
Caroline Simon (46 years old)	French	April 23, 2013	-	2017	Inéo Défense Établissement de Sophia-Antipolis
					90, Traverse des Messugues 06560 Valbonne

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

4.1.1.3 Information about the Directors in office at December 31, 2014

Directors elected by the General Shareholders' Meeting

Gérard Mestrallet, born April 1, 1949

Gérard Mestrallet is a graduate of the prestigious French Gérard Mestrallet was appointed Chairman and Chief Executive engineering school, École Polytechnique, and of École Nationale Officer of GDF SUEZ at the time of the merger between SUEZ and d'Administration. He joined Compagnie Financière de SUEZ in 1984 Gaz de France on July 22, 2008. His appointment was renewed on as a Special Advisor. In 1986 he was appointed Senior Executive April 23, 2012. He is also Chairman of Paris Europlace, a member Vice-President in charge of industrial affairs. In 1991 he was named of the European Round Table of Industrialists, Honorary Chairman Executive Director and Chairman of the Management Committee of of the International Council of the Mayor of Chongqing, a member of Société Générale de Belgique. In 1995, he became Chairman and the International Council of the Mayor of Shanghai and JP Morgan Chief Executive Officer of Compagnie de SUEZ, then, in 1997, Chase, and a Director of Tongji University (Shanghai). He also holds Chairman of the SUEZ Lyonnaise des Eaux Executive Board, and an honorary doctorate from the University of Cranfield (UK). on May 4, 2001, Chairman and Chief Executive Officer of SUEZ.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Chairman and Chief Executive Officer	Chairman of the Board of Directors of GDF SUEZ Énergie Services (2), SUEZ Environnement Company (1) (France), (2), and GDF SUEZ Energy Electrabel Management Trading (2) (Belgium)	Chairman of the Board of Directors of International Power (2) (United Kingdom) and Hisusa (Spain)
		Vice-Chairman of the Board of Directors of Electrabel (2) (Belgium)
	Vice-Chairman of the Board of Directors of Aguas de Barcelona (Spain)	Member of the Supervisory Board of AXA (1) Director of Pargesa Holding (1) (Switzerland) Chairman of the GDF SUEZ Rassembleurs d'Énergies SAS (2)
	Director of Saint-Gobain (1) (France) and International Power (2) (United Kingdom)
	Member of the Supervisory Board of Siemens AG (1) (Germany)

(1) Listed company.

(2) GDF SUEZ Group.

Isabelle Kocher, born December 9, 1966

Affairs Advisor to Prime Minister Lionel Jospin. In 2002, she joined at GDF SUEZ. the Suez Group, which subsequently became GDF SUEZ, where Isabelle Kocher was coopted by the Board of Directors on she has held various functional and operational roles for 12 years: in October 21, 2014, with effect from November 12, 2014. the Strategy and Development department, from 2002 to 2005; Head of Performance and Organization, from 2005 to 2007; and

A graduate of the École Normale Supérieure, Isabelle Kocher is also Deputy Chief Executive Officer then Chief Executive Officer of an engineer of the Corps des Mines and a qualified lecturer Lyonnaise des Eaux, from 2007 to 2011. From 2011 to 2014, (agrégée) of physics. From 1997 to 1999, she was responsible for Isabelle Kocher was Executive Vice-President and Chief Financial the telecommunications and defense budget at the French Ministry Officer of GDF SUEZ Group. On November 12, 2014, she became for the Economy. From 1999 to 2002, she served as Industrial Director, Deputy Chief Executive Officer and Chief Operating Officer

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Vice-Chairman of Electrabel (2) (Belgium)	Chairman and CEO of Eau et Force and of
Deputy Chief Executive Officer and Chief Operating Officer	Director of Axa (1), GDF SUEZ Énergie Services(2) , SUEZ Environnement Company (1) (France) and International Power (United (2) Kingdom)	Société de Distributions d'Eau Intercommunales – SDEI (France)
		CEO of Lyonnaise des Eaux (France)
		Director of Arkema France (1) , Degrémont, R+i Alliance, Safège, Sita France and Société des Eaux de Marseille (France)

⁽²⁾ GDF SUEZ Group.

Albert Frère, born February 4, 1926

While still quite young, Albert Frère took an active role in his family's acquired an interest in Groupe Bruxelles Lambert SA (GBL), in business before focusing on a career in industry. With his partners, Brussels. With the creation of the Pargesa-GBL investment empire, he acquired control of all steel companies in the Charleroi basin, its operations became international and it diversified into three key diversifying production while simultaneously upgrading their facilities. areas: finance, energy/services and communications (broadcasting). In 1981, in association with a group of businessmen, he founded Pargesa Holding in Geneva. The following year, the company

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Vice-Chairman of the Board of Directors	Honorary Regent of the National Bank of Belgium (1)	Chairman of the Board of Directors of Groupe Bruxelles Lambert (1)
	Chief Executive Officer and Managing Director Chairman of the Board of Directors of Groupe Bruxelles Lambert (1) (Belgium)
		of Fingen SA (Belgium)
	Chairman of the Board of Directors of ERBE, Frère-Bourgeois,	Director of Gruppo Banca Leonardo (Italy) and Raspail Investissements (France)
	Financière de la Sambre (Belgium), Stichting Administratiekantoor Frère-Bourgeois (Netherlands) and the privately-owned Château Cheval Blanc (France)	Permanent Representative of Frère-Bourgeois, Director of GBL Finance (Luxembourg)
		Member of the International Committee of Assicurazioni Generali SpA (1) (Italy)
	Vice-Chairman, Managing Director and member of the Management Committee of Pargesa Holding SA (1) (Switzerland)
	Chairman of the Supervisory Board of Métropole Télévision M6 (1) (France)
	Honorary Chairman of the Chamber of Commerce and Industry of Charleroi (Belgium)
	Director of LVMH(1) (France) and Les amis des aveugles de Ghlin (Belgium)
	Permanent Representative of Frère-Bourgeois, Director of GBL Verwaltung SARL and GBL Energy (Luxembourg)
	Permanent representative of Beholding Belgium SA on the Board of Directors of Groupe Arnault
	Member of the Strategy Planning Board of the Committee of the Université Libre de Bruxelles (Belgium)
	Honorary International Trade Advisor (Belgium)

Ann-Kristin Achleitner, born March 16, 1966

A doctor of business administration, a doctor of law and authorized banking and finance chair and the office of Chairman of the Board to direct research at the University of St. Gallen (HSG – Switzerland), at the Institut für Finanzmanagement, the European Business Ann-Kristin Achleitner successively held the office of consultant for School at the International University Schloss Reichartshausen in MS Management Service AG in St. Gallen (1991-1992) and Oestrich-Winkel (Germany). Since 2001, she has held the corporate Assistant Professor of finance and external audit at the University of finance chair at the Technical University of Munich, where she St. Gallen (1992-1994). Since 1994, she has been teaching became Scientific Director of the Enterprise and Finance Research business administration (finance and accounting) at the University of Center in 2003. In 2009, she was also Associate Professor of St. Gallen. In 1994, she became a consultant at McKinsey & corporate finance at the University of St. Gallen. Company Inc. in Frankfurt (Germany), and in 1995 she took up the

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director Member of the Audit Committee	Member of the Government Commission on the German Corporate Governance Code	Member of the Board of the Private Capital Industry Agenda, World Economic Forum (WEF)
Member of the Ethics, Environment and Sustainable Development Committee	Member of the Supervisory Board of Linde AG (1), Metro AG (1) and MunichRe (1) Member of the Board of Directors of Johannes Philanthropy Association (EVPA) B. Ortner-Stiftung	Member of the Scientific Advisory Board, (Germany) Knowledge Centre of the European Venture
		Member of the Board of the Private Fund
	Member of the Finance Committee for Social Enterprises within KfW-Bankengruppe on behalf of the German Federal Ministry of Family Affairs, Senior Citizens, Women and Youth (BMFSFJ) Economic Council of the French Embassy in Berlin (Germany)	Managers Industry Agenda, World Economic Forum (WEF)
		Member of the Supervisory Board of SpineWelding AG (previously WW Technology SA), Vontobel Holding AG and Bank Vontobel AG (Switzerland)
		Member of the Board of Helmholtz-Validierungsfonds, Helmholtz-Gemeinschaft Deutscher Forschunszentren and Fraunhofer Gesellschaft
		Member of the Advisory Committee of the Social Entrepreneurship Akademie (SEA)
		Member of the Research and Innovation (EFI) Expert Committee, German Federal Government
		Member of the FLÜGGE Committee of Experts of the Bavarian State Ministry of Science, Research and the Arts
		Member of the Technical Advisory Group (TAG) of the World Economic Forum (WEF) Global Education Initiative – Entrepreneurship Education
		Chairman of the Advisory Board, Ashoka (Germany)
		Chairman of the Board of Trustees of Berufundfamilie GmbH
		Chairman (2007-2009) of Förderkreis Gründungs-Forschung e.V. (FGF),
		Member of the Finance Committee of Experts of the Advisory Board for Small and Medium-sized Enterprises of the Federal Ministry of Economics and Technology, Berlin

Edmond Alphandéry, born September 2, 1943

A graduate of the Institut d'Études Politiques de Paris and a of CNP from 1988 to 1993 and was the Chairman of Électricité de qualified lecturer (agrégé) in economics, Edmond Alphandéry is a France from 1995 to 1998. From July 1998 to July 2012, he again Professor Emeritus at the University of Paris II. He served as Mayor served as Chairman of CNP Assurances. He has also been of Longué-Jumelles and member of the Maine-et-Loire Chairman of the CEPS (Center for European Policy Studies) since departmental council until 2008 and was Minister of the Economy January 1, 2014. from March 1993 to May 1995. He chaired the Supervisory Board

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman of the CEPS (Center for European	Chairman of Centre des Professions Financières
Chairman of the Strategy, Investment and Technology Committee	Policy Studies) (Belgium)	Chairman of the Board of Directors of CNP
	Director of Neovacs (France)	(1) Assurances
Member of the Audit Committee	Non-voting Director of Crédit Agricole CIB	Chairman of CNP International
	(France)	Director of Caixa Seguros (Brazil) and CNP Vita
	Senior Advisor of Nomura Securities (France)	(Italy)
	Member of the Advisory Board of A.T. Kearney France
	Member of the Board of Directors of the Stichting Continuïteit ST Foundation (Netherlands)
	Member of the Advisory Committee of Omnès Capital (France)
	Member of the Advisory Board of Quadrille (France)

(1) Listed company.

Jean-Louis Beffa, born August 11, 1941

A graduate of the École Polytechnique, Jean-Louis Beffa also holds Director of the Pipe and Mechanics Division of Saint-Gobain, from degrees from the École Nationale Supérieure du Pétrole and the 1979 to 1982. Mr. Beffa served as Chairman and Chief Executive Institut d'Études Politiques de Paris. He began his career in the Officer of Saint Gobain from January 1986 to June 2007, having Fuels Division of the French Ministry of Industry. In 1974, he joined served as the group's Executive Director from 1982 to 1986. From Saint-Gobain as Vice-President of Planning until 1977. From 1978 June 2007 to June 2010, Jean-Louis Beffa served as the Chairman to 1982, he served as Chief Executive Officer then Chairman and of the Board of Directors of Compagnie de Saint-Gobain, before CEO of Pont-à-Mousson SA. He also served concurrently as becoming its honorary chairman.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman of Claude Bernard Participations	Chairman and Chief Executive Officer of
Chairman of the Appointments and Compensation Committee	SAS and JL2B Conseil	Saint-Gobain (1)
	Co-Chairman of the Cournot Center for Economic Research	Chairman of the Supervisory Board of the Agence de l'Innovation Industrielle
	Vice-Chairman of the Supervisory Board of the Vice-Chairman of the Board of Directors Fonds de Réserve des Retraites (pension fund) of BNP Paribas (1)
	Director of Saint-Gobain Corporation (US) and Director of Gaz de France (1), Saint-Gobain (1) Élée SAS	and Saint-Gobain Cristaleria (Spain)
	Member of the Supervisory Board of Le Monde, Société Éditrice du Monde and Le Monde & Partenaires Associés SAS	Permanent representative of Compagnie de Saint-Gobain on the Board of Directors of Saint-Gobain PAM
	Senior Advisor of Lazard Frères	Director of Groupe Bruxelles Lambert (1)
	Member of the Supervisory Board of Caisse des Dépôts	(Belgium)
		Member of the Supervisory Board of Siemens AG (1) (Germany)
		Chairman of Asia Investment Banking at Lazard

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

Aldo Cardoso, born March 7, 1956

A graduate of the École Supérieure de Commerce de Paris, Aldo Andersen Worldwide (1998), Chairman of the Board of Directors Cardoso holds a Master's Degree in Business Law and is a Certified (non-executive) of Andersen Worldwide (2000) and Chief Executive Public Accountant. From 1979 to 2003, he held several successive Officer of Andersen Worldwide (2002-2003). Since 2003, he has positions at Arthur Andersen, including Consultant, Partner (1989), served as Director of French and foreign companies. President France (1994), member of the Board of Directors of

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Director of Bureau Veritas(1), Imerys(1) and GE Corporate	Director of Accor(1), Gecina(1), Rhodia(1)
Chairman of the Audit Committee	Finance Bank SAS (France)	(France), Mobistar(1) (Belgium)
Member of the Strategy, Investment and Technology Committee	Non-voting Director of AXA Investment Managers (France)

(1) Listed company.

Françoise Malrieu, born February 7, 1946

A graduate of HEC School of Management, Françoise Malrieu was Senior Advisor at Aforge Finance, an independent consultancy began her career in 1968 at BNP as a financial analyst. In 1979, she active in mergers, acquisitions and restructuring. At the end of became Assistant to the Director of the Financial Analysis 2008, she helped to create the Société de Financement de Department, before becoming Director of this department in 1983. l'Économie Française, where she is currently Chairman of the Board She joined Lazard Frères et Cie in 1987 as Director of Financial of Directors and of the Audit Committee. She also serves in a variety Affairs. She was later appointed Manager in 1993, and then of roles in the non-profit sector and is notably a director of Ares, Managing Partner. In 2001, she joined Deutsche Bank France as Chairman of Arescoop and a Director of the Institut Français des 4 Managing Director. She was appointed Chief Executive Officer of Administrateurs (IFA). Société Financière de Grenelle in 2004. From 2006 to 2009, she

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman of the Board of Directors of the Société de	Deputy Controller on the Taskforce to
Chairman of the Ethics, Environment and	Financement de l'Économie Française (SFEF)	Control the Compensation of Financial
Sustainable Development Committee	Director of La Poste	Market Professionals
Member of the Audit Committee	Director of Aéroports de Paris(1) (until July 14, 2014)	Director of Aéroports de Paris(1) (until July 14, 2014)
Member of the Appointments and Compensation Committee	Member of the Supervisory Board of Bayard Presse SA

(1) Listed company.

Lord Simon of Highbury, born July 24, 1939

Lord Simon of Highbury has an MA from Cambridge University and several ministerial positions from May 1997, he became Advisor to an MBA from INSEAD in Fontainebleau (France). In 1961, he joined the British Prime Minister for government modernization. He was British Petroleum, where he held a number of management also appointed Advisor to President Prodi for institutional reform

positions before being appointed Chairman in 1995. After holding within the European Union. He entered the House of Lords in 1997.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Senior Advisor of MWM Board Consultants (United	Deputy Chairman of Unilever Plc(1)
Member of the Strategy, Investment and	Kingdom)	and Cambridge University Council (UK)
Technology Committee	Chairman of the Advisory Board of Montrose Associates	Senior Advisor of Morgan Stanley
Member of the Appointments and	Limited (UK)	International (Europe)
Compensation Committee	Director of the Institute for Government (United Kingdom) and the Centre for European Policy Studies (Belgium)
	Member of the Advisory Board of Dana Gas International (UAE), Centre for European Reform (UK)
	Trustee, Institute for Strategic Dialogue (UK)
	Trustee of the Hertie Foundation (Germany)

Directors representing the French State

Bruno Bézard, born May 19, 1963

Inspector General of Finance and an alumnus of the École Head of the Equity Investments Department at the Treasury Polytechnique and the École Nationale d'Administration, Bruno Department before being appointed Deputy Managing Director of Bézard served as a finance inspector at the French Inspectorate the French State Shareholding Agency (APE) in March 2003 and General of Finance from 1988 to 1992. He subsequently held then Managing Director in February 2007. From September 2010 to various positions at the Treasury Department until January 2000. August 2012, Bruno Bézard was Minister Counselor for Economic Successively Deputy Chief of Staff for the Minister of Economy, and Financial Affairs and Head of the Regional Economic Finance and Industry, sub-Director in the Treasury Department for Department at the French Embassy in Beijing. In August 2012, he development assistance of multilateral banks and emerging was appointed Director General of Public Finance, and became countries and Vice-Chairman of the Club de Paris, he went on to Director General of the Treasury in July 2014. serve as Economic and Financial Advisor to the Prime Minister from Bruno Bézard was appointed Director representing the French State

mid-2001 to April 2002. From July 2002 to March 2003, he was by ministerial order of July 28, 2014, replacing Ramon Fernandez.

Member of the Supervisory Board of PSA(1)	Directorships and offices	Directorships and offices	Other directorships and offices
Director	held at the Company	held in any company in 2014	held in the last five years
			Director of Air France KLM(1), Areva(1), FSI, EDF(1), France Télécom(1), La Poste and SNCF

(1) Listed company.

Astrid Milsan, born November 21, 1971

A graduate of the Institut d'Études Politiques de Paris, Astrid Milsan Head of Corporate Finance and Development and General has a Master's Degree in Law from the Université de Droit de Paris II Secretary of the Interministerial Committee on Industrial – Assas and studied at the École Nationale d'Administration. She Restructuring (CIRI) at the Treasury, within the French Ministry of began her career in 1996 as Reporting Counselor (conseiller Economic Affairs, Finance and Employment. In 2007, she became rapporteur) at the Versailles Administrative Tribunal. From 1998 to Deputy Director of Corporate Finance and Competitiveness 2001, she was in charge of project financing and privatization at the (financial market regulation, Acting Government Commissioner on Bankgesellschaft Berlin, in London and Berlin. In 2001, she moved the board of the Autorité des Marchés Financiers, the French to HSBC in London, where she worked in Corporate Finance, market regulator) at the Treasury. In 2009, she was appointed Mergers & Acquisitions in Europe and Asia, and Transport & Deputy Director of Energy and other investments at the APE. She Logistics. In 2003, she joined the Finance division (legal and then became Deputy Director of the Services, Aerospace and financial engineering for State market transactions) of the French Defense sub-division of the APE in 2011, before being appointed State Shareholding Agency (APE). In 2006, she was appointed Deputy Director General of the APE in 2013.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director Member of the Audit Committee	Director, as a representative of the French State, of Safran(1), DCNS, Établissement Public State, of Areva NC, la Française des Jeux, de Financement et de Restructuration (EPFR) and Société de gestion de Participations Aéronautiques (SOGEPA)	Director, as a representative of the French
Member of the Strategy, Investment and Technology Committee Member of the Appointments and Compensation Committee		Eramet, le Laboratoire français de fractionnement et de biotechnologies, OSEO, OSEO Garantie, Oseo Innovation, IDES, Imprimerie Nationale, SNPE, SOGEADE and SOGEADE Gérance
		Member of the Supervisory Board, as a representative of the French State, of RTE and OSEO Financement

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

Pierre Mongin, born August 9, 1954

Chairman and Chief Executive Officer of RATP (Régie Autonome the next five years with the Préfecture de Police (Police des Transports Parisiens) since July 12, 2006, Pierre Mongin has Headquarters) in Paris, in charge of administrative and financial devoted much of his career to prefectural administration and affairs and relations with the Council of Paris. In 1993, he became

Prefect in April 1993. He subsequently served in two territorial of Paris I and a degree from the Institut d'Études Politiques in Paris, departments: l'Eure-et-Loir and Vaucluse from 1995 to 1999. He he went on to the prestigious École Nationale de l'Administration, served as Prefect of the Auvergne and Prefect of Puy de Dôme graduating in 1980. From 1980 to 1984 he served three terms as regions from 2002 to 2004. He was appointed Chief of Staff to the Assistant Prefect in the territorial departments of Ain, Ariège and Minister of the Interior in 2004, then Chief of Staff to Prime Minister Yvelines. In 1984, he joined the Ministry of the Interior as a Technical Dominique de Villepin in 2005. He left the French government to Advisor to the National Police Force. In 1986, he was appointed become Chairman and CEO of RATP in July 2006. Advisor to the Minister of the Interior for Local Authorities, and then Chief of Staff to the Deputy Minister for Local Authorities. He spent

ministerial offices. Chief of Staff to Prime Minister Edouard Balladur and Advisor to the French Overseas Departments and Territories. He was appointed After obtaining a Master's degree in Economics from the University

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman and CEO of RATP	Director of TRANSDEV and TRANSDEV
Member of the Strategy, Investment and Technology Committee	Chairman of the Board of Directors of	Financial
	international engineering company SYSTRA	Vice-Chairman of FACE (Fondation Agir Contre
	Chairman of the Supervisory Board of RATP Dev	l'Exclusion)
	Director of CMA-CGM
	Member of the Steering Committee of Domaine de Chambord

Stéphane Pallez, born August 23, 1959

A graduate of the Institut d'Études Politiques de Paris and the École (1995-1998), Sub-Director in charge of state shareholdings, head of Nationale d'Administration, Stéphane Pallez began her career at the the transport, energy, high technology, banking and insurance French Treasury from 1984 to 2004, where she successively held sectors (1998-2000) and Head of the European and International the posts of civil servant (1984-1988), supplementary administrator Affairs Department at the Treasury (2000-2004). In 2004, she representing France at the World Bank in Washington (1988-1990), became Deputy Chief Financial Officer of France Telecom-Orange, Head of the "International Monetary Affairs and G7" Department before becoming Chairman and Chief Executive Officer of the (1990), Technical Advisor to the office of the Ministry of Economy Caisse Centrale de Réassurance on April 28, 2011. She has been and Finance (1991-1993), Head of the "Banking regulation and Chairman and CEO of la Française des Jeux since November 2014. national banks" office (1993-1995), Sub-Director "Insurance"

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman and CEO of la Française des Jeux	Chairman of the Board of Director of the joint
Member of the Ethics, Environment and	(since November 2014)	venture OBPS (Orange BNP Paribas Services)
Sustainable Development Committee	Chairman and CEO of the Caisse Centrale de Réassurance (CCR) (until January 13, 2015)	Chairman of the Board of Directors of OBP (Orange Business Participations)
	Director of CNP Assurances (1) and PlaNet Finance	Chairman of the Supervisory Board of Page Jaunes
	Member of the Supervisory Board and the Audit Committee of Eurazeo (1)	Director of CACIB (Crédit Agricole Corporate & Investment Bank), FTCD and TPSA (Poland)

Directors elected to represent employees

Alain Beullier, born March 26, 1964

Alain Beullier joined EDF-GDF in 1984, holding various positions in of Elengy, responsible for monitoring environmental regulation, Alain the Customer Service and Sales Advisory departments in several Beullier was appointed Director representing the "Other Employees" EDF-GDF service centers in the Paris region. Currently an employee category by employee vote on December 18, 2008.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	None	None
Sponsored by the Chemical Energy Federation - CFDT trade union
Member of the Ethics, Environment and
Sustainable Development Committee

Philippe Lepage, born June 17, 1964

Recruited in 1982, Philippe Lepage was High-voltage Maintenance terminal at Montoir-de-Bretagne. Patrick Lepage was appointed Technician from October 1982 to July 2002, and Chemical Director representing the "Other Employees" category by employee Production Supervisor from July 2002 to January 2009. Since vote on March 14, 2014. January 2009, he has been Assistant Shift Supervisor at the LGN

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Director representing employees and member None
Sponsored by the National Federation of Employee Unions in the Electricity Nuclear and Gas Industries – CGT trade union	of the Investment Committee at Elengy
Member of the Strategy, Investment and Technology Committee

Anne-Marie Mourer, born April 20, 1959

With a Master's Degree in Economic Sciences and a PG Diploma in support and management duties for the Development department in Marketing, Anne-Marie Mourer joined EDF-GDF Services in 1982, the Rhône-Alpes-Bourgogne region. Since 2007, the date of the holding a series of management positions within the regional sales opening of the energy market for individuals, she has been a departments. In 1992, she became an internal marketing consultant program manager at GrDF. She has also been an advisor to the at the EDF GDF Services Centers, and then headed up Direct Lyon Industrial Tribunal (Supervisory section) since 2009. Since Energy, a national pilot structure for operational marketing within the May 2014, Anne-Marie Mourer has also been a member of the Gas Sales Department, until 2001. The Gaz de France Sales Board of Directors of the French Institute of Directors (ASC, France). Department then made her responsible for managing the newly More recently, she was appointed Governance Expert at the CFE created Marketing entity for the Southeast Region. In 2004, she CGC Confederation and in this capacity coordinates her Circle of joined GrDF, the new gas management network, where she handles Employee Directors.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	None	None
Sponsored by the Federation of the Gas and Electricity Industries – CFE-CGC trade union
Member of the Appointments and
Compensation Committee

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

Directors elected by the General Shareholders' Meeting to represent employee shareholders

Caroline Simon, born November 3, 1968

Caroline Simon trained in industrial purchasing and began her and investment negotiation. She joined the Group in 1997 and career at Thomson-CSF in 1991 as a buyer of electrical and currently holds a purchasing position at INEO Défense in the area of electronic components, general expenses, upstream purchasing cabling and mechanical subcontracting.

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Director	Chairman of the Supervisory Board of LINK	Member of the Supervisory Board of the
Sponsored by the Federation Construction Bois - CFDT trade union	France fund	SPRING France and LINK France funds
Member of the Audit Committee

4.1.1.4 Number of GDF SUEZ shares and stock options held by Directors in office at December 31, 2014

	Number of shares	Number of stock options
Gérard Mestrallet	94,842 (2)	403,504
Isabelle Kocher	7,116 (2)	52,236
Albert Frère	2,032	N/A
Ann-Kristin Achleitner	50	N/A
Edmond Alphandéry	2,923	N/A
Jean-Louis Beffa	4,584	N/A
Alain Beullier	51	N/A
Bruno Bézard	(1)	N/A
Aldo Cardoso	1,000	N/A
Philippe Lepage	87	N/A
Françoise Malrieu	1,419	N/A
Astrid Milsan	(1)	N/A
Pierre Mongin	(1)	N/A
Anne-Marie Mourer	54	N/A
Stéphane Pallez	200 (1)	N/A
Caroline Simon	30 (1)	N/A
Lord Simon of Highbury	1,911	N/A

(1) The statutory requirement to hold at least 50 shares in the company does not apply to Directors representing the French State or to the Director representing employee shareholders.

(2) Includes performance shares acquired that appear in 4.5.7.4 below and shares held upon simple exercises of options that appear in 4.5.10 below.

Article 1.1.2 of the Internal Regulations requires the Board to review Bruno Bézard, Astrid Milsan, Pierre Mongin and Stéphane Pallez, the independence and status of each of its members, based on Directors representing the French State, appointed under the criteria determined by the Board. This review must be conducted above-mentioned Article 2 of the Decree-Law of October 30, annually, prior to the General Shareholders' Meeting held to approve 1935; the financial statements for the previous fiscal year. The process of Alain Beullier, Philippe Lepage and Anne-Marie Mourer, Directors assessing the independence of each Director was reviewed by the representing employees, pursuant to Articles L. 225-27 et seq. of Appointments and Compensation Committee during its meeting of the French Commercial Code, and Caroline Simon, Director February 10, 2015, and again on February 25, 2015 by the Board of representing employee shareholders, pursuant to Article 225-23 Directors. of the French Commercial Code.

The Board of Directors of GDF SUEZ examined the circumstances Seven Directors are deemed to be independent (see Section 4.1.1.2 of each of the Directors on a case-by-case basis in relation to the "Directors in office"), making the percentage of independent AFEP-MEDEF Code, to which it refers. Directors 54% (NB: pursuant to the AFEP-MEDEF Code, the

4.1.1.5 Independence of Directors in office – In addition to the two corporate officers, it is specified that the Conflicts of interest following Directors, who were appointed as a result of statutory obligations, cannot be deemed independent:

-

number of Directors representing employees and employee

shareholders is not taken into account in calculating the percentage There are no family ties between the Directors and GDF SUEZ's of independent Directors). other main senior managers.

The Board of Directors focused specifically on the business relations To GDF SUEZ 's knowledge, during the past five years, none of the between the Group and Imerys (of which Aldo Cardoso is an Directors or senior managers of GDF SUEZ has been convicted of Independent Director), to establish whether these were of a kind or fraud, served as manager in a bankruptcy, receivership or liquidation significance likely to affect Aldo Cardoso's independent judgement. situation, been subject to indictment and/or official public sanction The Board of Directors found that these business relations were in issued by a statutory or regulatory authority or been prevented by a respect of current activities and were far from significant enough in court from serving as a member of the management body or terms of purchasing and sales volumes to create a conflict of supervisory board of an issuer, nor from participating in the interest likely to affect Mr. Cardoso's independent status. The Board management or oversight of the business of an issuer. decided that, to preserve Mr. Cardoso's objectivity, if any project In addition to the provisions of the French Commercial Code which related in any way to Imerys should come up for discussion in his govern regulated agreements, the Directors' Charter (see presence, he would not be able to participate in the relative Section 4.1.4.2 – "Organization and operating procedures of the resolutions by the Board and/or the respective committee. Aldo Board of Directors") stipulates that each Director must make every Cardoso agreed to comply with these rules of conduct, pursuant to effort to avoid any conflict that may exist between his/her moral and

indirectly involved and, where he/she cannot avoid the conflict of To GDF SUEZ's knowledge, there are no potential conflicts of interest, must abstain from discussions and voting on any decision interest between the Directors' duties with regard to GDF SUEZ and concerning such matters. their private interests and/or other duties.

Article 5 of the Directors' Charter. material interests and those of the Company, must inform the Board Conflicts of interest of any conflict of interest in which he/she may be directly or

Furthermore, no loans or guarantees have been granted to, or on behalf of, members of the Company's boards or management.

4.1.2 Non-voting Director

The function of Non-voting Director is described in Section 7.1.2 Deloitte Haskins & Sells in Belgium in 1983, and was appointed as "Corporate governance bodies". an M&A consultant in the Netherlands in 1987. He joined the

and was then Management Auditor from 1989 to 1991, before Shareholders' Meeting of April 23, 2012, for a period of four years, expiring at the close of the General Shareholders' Meeting becoming an Advisor to the Strategy and Planning Department from 1992 to 1995. He joined Compagnie Financière de SUEZ as Special convened in 2016 to approve the financial statements for fiscal Advisor to the Chairman and Secretary to the Management 2015. He brings to the Board his experience as the Group's former Committee (1995-1997), before being appointed Assistant Director Finance Director. His biography and directorships and offices held in charge of Planning, Control and Accounting. In 2000, Gérard are set out below.

University of Louvain-La-Neuve and the INSEAD Management Group. In April 2011, Gérard Lamarche was appointed Director of Institute (Advanced Management Program for SUEZ Group Groupe Bruxelles Lambert (GBL), where he has been Managing Executives). He also trained at the Wharton International Forum in Director since January 2012. 1998-1999 (Global Leadership Series). He began his career at

Belgian arm of Société Générale in 1988 as an Investment Manager, This office is held by Gérard Lamarche, appointed by the General Lamarche pursued his career in the industrial sector by joining Gérard Lamarche, born July 15, 1961, is a Belgian NALCO (SUEZ's US subsidiary, the world leader in industrial citizen wastewater treatment) as General Managing Director. In Gérard Lamarche is a graduate in Economic Science from the March 2004, he was appointed Chief Financial Officer of the SUEZ

Directorships and offices held at the Company	Directorships and offices held in any company in 2014	Other directorships and offices held in the last five years
Non-voting Director	Managing Director of Groupe Bruxelles Lambert(1)	Chairman of GDF SUEZ CC and Genfina (Belgium)
	Director of Legrand(1), Lafarge(1), Total(1) (France) and SGS(1) (Switzerland)	Director of Fortis Banque, Europalia, Groupe Bruxelles Lambert(1), GDF SUEZ Belgium, Electrabel, SUEZ-TRACTEBEL (Belgium), SUEZ Environnement, SUEZ Environnement Company(1), GDF SUEZ Énergie Services (France), SUEZ Environnement North America, Leo Holding Company (US), de Aguas de Barcelona (Spain) and International Power Plc(1) (UK)

4.1.3 Government Commissioner

The role of Government Commissioner is described in Section 7.1.2 January 18, 2013; Virginie Schwarz, appointed by ministerial order dated "Corporate governance bodies". September 29, 2014; and Laurent Michel, appointed by ministerial order

appointed Acting Government Commissioner by the same orders. appointed by the Minister of Energy by ministerial order dated

dated November 13, 2014. Florence Tordjman was successively This position has been held successively by: Laurent Michel, who was

4.1.4 Board of Directors: Powers – Operating procedures – Activities

Pursuant to legal and regulatory provisions and Article 15.1 of the subsidiary or financing medium for this purpose, Company bylaws, the Board of Directors determines the - acquiring or assigning any receivables, by any method. Company's business strategy and oversees its implementation. Each year, the Board of Directors authorizes the Chairman and Subject to the powers expressly granted to the Shareholders' Chief Executive Officer to issue guarantees and other security for an Meetings and within the limit of the Company's corporate purpose, amount it determines. the Board deals with all matters concerning the smooth running of In addition, the Board reviews the budget and the Group's industrial the Company and, through its decisions, manages the Company's strategy, financial strategy and energy supply policy at least once business. The Board of Directors performs any checks and a year. 4 verifications it considers appropriate.

4.1.4.2 Organization and operating procedures of In addition to issues that fall under the authority of the Board pursuant to applicable laws and regulations, the Chairman and the Board of Directors Chief Executive Officer and the Deputy Chief Executive Officer must obtain, pursuant to the Internal Regulations (Article 2.2), prior The operating procedures of the Board of Directors are defined by

- legal limits; the responsibilities incumbent on each Director.

-

• Secretary, and the Secretary of the Board of Directors. entering into any long-term energy purchasing plan on behalf of
  -
  -
• 4.1.4.1 Powers of the Board of Directors granting or contracting any loans, borrowings, credit or cash advances by the Company, or authorizing any Group
  -

authorization from the Board for the following decisions: Article 14 of the bylaws. Its organizational procedures are set out in contracting with the State on major contracts regarding the Article 1 of the Board of Directors' Internal Regulations, which objectives and methods involved in the implementation of public specify the ways and means by which the Board can operate service tasks delegated to the Company or its subsidiaries, within efficiently on behalf of the Company and its shareholders, as well as

acquiring or divesting any of the Company's direct or indirect The Board of Directors meets as often as the Company's interests interests in any company formed, or to be formed, taking an require and, in accordance with its Internal Regulations, at least six interest in the formation of any company, joint venture, times a year, including at least once each quarter. Board of consortium or body or subscribing to any issue of shares, share Directors' meetings may be held via any means of videoconference equivalents or bonds in which the Company's or the Group's or telecommunication that allows Directors to be identified and financial exposure exceeds €500 million for the transaction in ensures their effective participation in accordance with the question; conditions and procedures set out in the Internal Regulations. becoming involved in any asset contribution or exchange

transaction, with or without a cash balance, relative to goods, Board meetings are also attended by the non-voting Director, the securities, stocks or bonds for an amount exceeding €500 million; Government Commissioner and the representative of the Central Works Council, each with one advisory vote, as well as the resolving disputes by way of any agreement, settlement or Executive Vice-President, Chief Financial Officer, the General arbitration decision for an amount exceeding €200 million;

the Group that involves quantities, per transaction, in excess of: Article 1.3 of the Internal Regulations stipulates that the Chairman chairs the Board meetings, oversees deliberations and ensures - 30 billion kWh of gas per year, including the terms of compliance with the Internal Regulations. The Chairman upholds the transmission, quality of the exchange of views and ensures that the Board's - 20 billion kWh of electricity per year, including the terms of decisions are made on a collective basis. The Chairman makes sure transmission; that the Board spends enough time on discussions and allots time Entering into any significant transaction beyond the scope of to each of the items on the agenda in proportion to the importance Company's stated strategy; that each issue represents for the Company. The Directors ensure, entering into any real estate acquisition or disposal transaction for collectively, that the time allotted to each of them to express their an amount exceeding €200 million; views is evenly balanced. The Chairman pays particular attention to entering into any of the following transactions for an amount ensure that the issues raised according to the agenda receive an exceeding €1.5 billion: appropriate response. At its meeting of December 17, 2008, upon proposal of the regulations governing securities transactions carried out by Chairman, the Board of Directors decided to appoint a corporate officers and employees. non-executive Vice-Chairman responsible for chairing the Board of In addition to the foregoing, the Regulations for Employee Directors, Directors in the Chairman's absence. The current non-executive approved by the Board of Directors at its meeting of December 9, Vice-Chairman is Albert Frère, whose appointment was renewed on 2009, lays down conditions under which employee directors are to May 2, 2011. exercise their duties.

Once a year, the Board of Directors carries out a self-assessment The main provisions of the Company's bylaws and the Board's under the guidance of an independent Director. Also once a year, Internal Regulations are outlined in Section 7.1 – "Specific statutory the Board (excluding the corporate officers and directors having provisions and bylaws". employment contracts with a Group company) evaluates the 4.1.4.3 Activities of the Board of Directors performance of the corporate officers and discusses the future of the management.

The Secretary of the Board of Directors provides administrative The Board of Directors of GDF SUEZ met 12 times in 2014, with an services to the Board and records the minutes of its meetings. average attendance rate of 83%.

Under Article 13.6 of the bylaws, all Directors must own at least fifty and deliberated on the following matters: the Group's business (50) shares in the Company, unless an exemption has been granted performance and strategy, preparation of the 2013 financial under the applicable law or regulations. This requirement does not statements, financial information for the first and third quarters of apply to the Directors representing the French State or to the 2014, preparation of the 2014 interim financial statements, Director representing employee shareholders (a table showing the management planning documents, the 2014 interim dividend, the number of shares and stock options personally owned by the independence of Directors, evaluation of the Board's performance, corporate officers is provided in Section 4.1.1.4 above). convening the general meeting of shareholders and holders of

the Statutory Auditors' term of office, the public service contract on January 21, 2015, at the time of the replacement of the Vice-Chairman and Deputy Chief Executive Officer with the Deputy and the tariff situation, the nuclear situation in Belgium, the review and mapping of Group risks in 2013-2014, the 2013 health and Chief Executive Officer and to show any significant transaction safety report, the policy on professional and pay equality, the outside the scope of the Company's stated strategy, pursuant to renegotiation of the Club Deal and the adjustment of the syndicated the AFEP-MEDEF Code. The appendix to the Internal Regulations loan, the bond issue and the bond buyback offer, the renewal of the includes the Directors' Charter and the Code of Conduct, which set authorization to issue bonds and the authorization relating to out the rights and duties of each Director.

The Code of Conduct sets out the rules governing trading in the employees (Link 2014 and the offer reserved by the French State).

Patrick van der Beken is the current Board Secretary. At these meetings, the Board of Directors of GDF SUEZ reviewed equity securities, the equity securities buyback program, renewal of The Internal Regulations were amended on November 12, 2014 and sureties, guarantees and pledges, allocation of performance shares, The Directors' Charter sets out the rules relating to Directors' terms the medium-term business plan to 2020, the 2014 and 2015 of office, compliance with the company's interests, the laws and budgets, the succession process within General Management, the bylaws, independence criteria, duty of expression, conflicts of composition of the Board and its Committees, the appraisal and interest, professionalism, involvement and effectiveness. remuneration of executive corporate officers, the offer reserved for

Company's securities and the offense of insider trading applicable A strategy seminar held by the Board of Directors addressed the to Directors, corporate officers and all employees. It expresses the following topics: forward thinking about partnerships designed to Company's desire to ensure prudent management of its securities, achieve the Group's aims, implementation of Group strategy, and to comply and ensure others' compliance with current particularly in energy services, nuclear power and renewable energy sources in Europe, and new activities and infrastructures.

4.1.5 Standing Committees of the Board of Directors

Article 15.2 of the bylaws provides that to assist in its deliberations, Committees have no decision-making power. On the Chairman's the Board of Directors may create internal standing committees recommendation and after deliberation, the Board of Directors whose work will provide a basis for its decisions. Pursuant to appoints the members and Chairman of each Committee, based on Article 15.2 of the bylaws and Article 3 of the Board's Internal the skills, experience and availability of each Director. Regulations, these Committees are tasked with studying matters of In principle, the term of office for Committee members is two fiscal concern to the Company that the Board or the Chairman have years, unless the remainder of the term of office of the Directors in submitted for their opinion. They are also charged with preparing question is too short to complete the entire two-year period. In that the Board's work and decisions on such matters and projects and case, the terms of office of Directors and Committee members shall reporting their conclusions back to the Board in the form of reports, end simultaneously. Committee members' terms of office are proposals, opinions, information or recommendations. The renewable, subject to their continuous service as Directors of the Committees perform their duties under the responsibility of the Company. All committees are chaired by an independent Director.

Board of Directors. No Committee may, under its own initiative, In order to carry out their work, the Committees may interview address any issue that falls outside the scope of its mission. members of Company and Group divisions and/or commission

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

technical studies on matters within their competence at the Statutory Auditors belong, their auditing plans and results of Company's expense, provided that they have informed the audits, as well as subsequent recommendations and follow-up; Chairman of the Board about this, and that they report on it to the to evaluate the effectiveness and quality of the Group's internal Board. If the Committees use the services of external consultants, control systems and procedures;

The Board of Directors of GDF SUEZ is assisted by four actions taken in the area of internal audit and subsequent Committees: the Audit Committee, the Strategy, Investment and recommendations and follow-up, without the presence of members of General Management, if appropriate; Technology Committee, the Appointments and Compensation Committee and the Ethics, Environment and Sustainable to regularly obtain updates on the Group's financial position, cash Development Committee. The General Secretariat provides position and significant risks;

The Audit Committee has six members: Aldo Cardoso (Chairman), attendance rate of 90%. The Statutory Auditors attended 11 of Ann-Kristin Achleitner, Edmond Alphandéry, Françoise Malrieu, these meetings. Astrid Milsan and Caroline Simon.

Activities The Audit Committee is made up of Directors with specific skills in In 2014, the Committee specifically addressed the following: 2014 finance or accounting (see the biographies in Section 4.1.1.3 and 2015 budget forecasts, 2014 year-end estimates and forecasts "Information about Directors in office at December 31, 2014"). When appointed, they are provided with detailed information on the and preparation of consolidated and parent company financial Group's accounts, finances and operations. statements at December 31, 2013, financial information from the

operating procedures of the Audit Committee, pursuant to the dividend for 2014, impairment tests, the performance-based 4 applicable regulations and to the AFEP-MEDEF code of corporate approach of the Perform 2015 program, renewal of authorizations

-

- to interview, whenever it deems necessary, the Statutory for 2014.

• to guide the selection procedure for the Statutory Auditors, and roadshows in the first half of 2014. submit a recommendation to the Board on the appointment or
• to ensure compliance with the principles guaranteeing the The Strategy, Investment and Technology Committee has six

• paid by the Company and its Group to the networks to which the and Lord Simon of Highbury.

• they must ensure that the advice concerned is objective. to examine, with the internal audit managers, the measures and
  -
• secretarial services to the Board Committees. to review the Group policy in terms of risk control and the procedures for evaluating and managing these risks.

The Audit Committee The Audit Committee met 13 times in 2014, with an average

first and third quarters of 2014, interim and annual closing options Operating procedures and assumptions, preparation of the interim consolidated and Article 3.1 of the Internal Regulations sets out the rules and parent company financial statements at June 30, 2014, the interim governance for listed companies. to issue bonds and guarantees, quarterly internal audit reports, the audit plan for 2014 and the independence of internal audit, the The Audit Committee's responsibilities include the following: review of the Group internal audit and the Chairman's report on to monitor the process of preparing financial information; internal controls, review of the financial resolutions presented to the to examine in advance, and provide an opinion on, the draft General Shareholders' Meeting, monitoring of the Statutory annual and interim financial statements, at least two days before Auditors' fees in 2013 and 2014, prior approval of the work these are submitted to the Board; examination of the financial entrusted to the Statutory Auditors outside their auditing statements must be accompanied by a presentation by the engagement (only for engagement exceeding 100,000 euros), the Statutory Auditors and by the Chief Financial Officer; independence of the Statutory Auditors and their schedule of work

Auditors, General Management, Financial Management, Internal The Committee also addressed the following: reviewing and Audit and any other management personnel; if appropriate, these mapping Group risks and the division of monitoring priority risks in interviews may take place without the presence of members of 2014, risks related to purchasing and the supply chain, managing General Management; project risks, risk relating to information systems, monitoring and to examine major financial press releases before they are managing risks relating to companies recognized at equity in the released; Group, the risk framework and post-audit action plan for trading to monitor the legal audit of the parent company and and portfolio management, the issuing of green bond and hybrid consolidated financial statements by the Statutory Auditors; bonds, the repayment of equity securities and feedback on the

reappointment of the Statutory Auditors; Strategy, Investment and Technology Committee

independence of the Statutory Auditors; members: Edmond Alphandéry (Chairman), Aldo Cardoso, Philippe to review each year with the Statutory Auditors the auditing fees Lepage (as of December 10, 2014), Astrid Milsan, Pierre Mongin

Article 3.2 of the Internal Regulations sets out the rules and opinion on this application. operating procedures for the Strategy, Investment and Technology The Chairman and Chief Executive Officer attends meetings of the

address matters that concern him. The delegation threshold for the Chairman and Chief Executive Officer and for the Deputy Chief Executive Officer for investments The Committee also makes recommendations on performance and disinvestments is €500 million. The Committee must be notified shares allocated to the Executive Vice-Presidents. It gives an

members of the Management Committee when these are normally This Committee is tasked with providing the Board of Directors with lost by their holders when they leave the Group. its opinion on the Company's main strategic aims, particularly with regard to the strategic plan and the public service contract and all The Appointments and Compensation Committee met 7 times in projects relative to external and internal growth, disposals, strategic 2014, with an average attendance rate of 97%. agreements, alliances and partnerships that are submitted to the Board. The Committee also addresses matters concerning the Activities creation and upgrading of industrial facilities and annual and In 2014, the Appointments and Compensation Committee multi-year works programs, purchasing policy and significant real examined, inter alia, the independence and qualification of the

Group's nuclear situation in Belgium, the position of coal in the January 13, 2011. energy mix, new businesses, risk related to midstream natural gas Moreover, as Gérard Mestrallet's term as Chairman and Chief activities, country and regulatory risks, the risk of transformation in Executive Officer approaches its expiry in 2016, the Committee the electricity sector in Europe and the preparation of the Board's addressed questions relating to General Management succession.

Officer. assets, including investment and disinvestment projects requiring

The Ethics, Environment and Sustainable Development Committee reviewed at a joint meeting of the Strategy, Investment and

The Appointments and Compensation Committee Operating procedures The Appointments and Compensation Committee has five Article 3.5 of the Internal Regulations defines the rules and operating members: Jean-Louis Beffa (Chairman), Françoise Malrieu, Astrid procedures for the Ethics, Environment and Sustainable Milsan, Anne-Marie-Mourer and Lord Simon of Highbury. Development Committee. This Committee ensures compliance with

actions and with the rules of conduct to which each employee must Article 3.3 of the Internal Regulations of GDF SUEZ sets out the adhere. rules and operating procedures for the Appointments and Compensation Committee. The Committee's role is to review and The Committee met 5 times in 2014, with an average attendance make recommendations to the Board of Directors on all applications rate of 90%. for the position of Director or Non-voting Director that have to be Activities submitted to the General Shareholders' Meeting for approval, as well as for the position of Committee member or Chairman. It also In the area of ethics, the Committee observed that the annual makes recommendations to the Board with regard to the compliance procedure, which involves asking the managers of the succession of the Chairman and Chief Executive Officer and to the business lines and functional departments to commit to applying the succession of the Deputy Chief Executive Officer of the Company, Group's policies, had been complied with, and that the Group's as their terms of office near their end. It also reviews and makes ethics report had been submitted to it. It also reviewed the mapping of ethical risks, the embargo policy and the human rights guidelines. recommendations to the Board of Directors on the compensation, pension and welfare plans, benefits in kind and various emoluments It was presented with an overview of ethics training and the ethics awarded to the Chairman and Chief Executive Officer and to the outlook for 2014-2015. It reviewed country risk in terms of human Deputy Chief Executive Officer, as well as to any members of the rights and corruption in relation to the development of the Group's Board having employment contracts with the Company. It reviews activities. It studied various proposals for external auditing of all applications by the Chairman and Chief Executive Officer and by anti-corruption processes. the Deputy Chief Executive Officer for any corporate office in a listed

Operating procedures company other than the Group, in order to inform the Board's

Committee. Appointments and Compensation Committee, unless the meetings

of transactions of between €350 million and €500 million. opinion on maintaining the benefit of bonus share allocations for

estate projects. Directors, the composition of the Board Committees, the performance achievement indices assigned to the executive The Strategy, Investment and Technology Committee met 10 times corporate officers for 2013 and the respective amounts of the in 2014, with an average attendance rate of 85%. corresponding variable portions, the compensation of executive Activities corporate officers for 2014 and 2015 and verification of the performance conditions for the Performance Share Plan of In 2014, the Committee specifically addressed the following: the

annual strategy seminar and the analysis of its findings. This process nobably led to the appointment of Isabelle KOCHER as Director, Deputy Chief Executive Officer and Chief Operating The Committee also reviewed a series of projects to rationalize

approval by the Board of Directors. Ethics, Environment and Sustainable Development Before presentation to the Board of Directors, the 2014 and 2015 Committee budgets and the trajectory of the mid-term 2020 business plan were

has four members: Françoise Malrieu (Chairman), Ann-Kristin Technology Committee and the Audit Committee. Achleitner, Alain Beullier and Stéphane Pallez.

Operating procedures the individual and collective values that are the basis for the Group's

CORPORATE GOVERNANCE 4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

With regard to sustainable development, the Group's annual Finally, the Committee conducted the annual evaluation of the environmental performance report was submitted to the Committee. Board of Directors and initiated a process to review its own field of The Committee reviewed the annual report on non-financial activity, working methods and the issues it wishes to prioritize. performance and adopted a new management dashboard for this Priority subjects included: the choice of energy sources, and area. The Committee also examined environmental and societal particularly the question of coal, the Group's presence in sensitive liability in GDF SUEZ's major projects, the green bond and good areas in terms of ethics and societal or corporate responsibility, and practices in the area of coal. the quality of stakeholder relations.

It also reviewed policy on professional and pay equality, and, more broadly, on the gender diversity policy implemented at the Group, as well as the 2013 health and safety report.

4.1.6 Principles and rules for determining the compensation and benefits of Corporate Officers

Compensation and benefits of any kind awarded to corporate level of achievement of quantitative and qualitative targets set for officers are determined by the Board of Directors on the proposal of each. the Compensation Committee, taking into account comparisons The principles and rules for determining such compensation and

with comparable companies in France and in Europe as well as the benefits are presented in Section 4.5, "Compensation and benefits paid to members of corporate governance bodies".

4.1.7 Corporate governance code 4

GDF SUEZ maintains its commitment to implementing corporate The following table sets out the explanations of the Company governance guidelines and for this purpose refers to the related to the recommendations of the AFEP-MEDEF Code not AFEP-MEDEF code of corporate governance for listed companies, adopted by the Company. which can be viewed on the website http://www.medef.fr.

Article of the AFEP-MEDEF Code	Explanation
Article 19 of the Code (Number of directorships of corporate officers)	Gérard Mestrallet holds three directorships in listed companies: SUEZ Environnement Company (term 2016), Saint-Gobain (term 2015) and Siemens (term 2018).
	Although GDF SUEZ no longer controls SEC, it is SEC's largest shareholder by far, with an equity interest of more than 30%, worth in excess of €2 billion. The Board of Directors of GDF SUEZ consider that effective monitoring of SEC falls directly within the scope of the duties of Chairman and Chief Executive Officer of GDF SUEZ.
Article 23.2.4 of the Code	In view of the share ownership requirement set by the Board of Directors at 200% of fixed
(Acquisition of additional shares when Performance Shares are available)	compensation for the executive corporate officers (and the requirement to hold two-thirds of vested Performance Shares until the ownership target is reached), the acquisition of additional shares once the performance shares allocated are available was not imposed (see Section 4.5.5.1).
Article 24.3 of the Code	Isabelle Kocher was appointed Deputy CEO on November 12, 2014. The Board of Directors has
(Consultation of shareholders on executive corporate officers' individual compensation)	decided to maintain the compensation and benefits package awarded to her as Chief Financial Officer until the end of the year. Her compensation was therefore not changed following her appointment as Deputy CEO on November 12, 2014 and her employment contract remained in force through December 31, 2014.
	Consequently, the Board of Directors has decided that Isabelle Kocher's compensation and benefits package for 2014, the details of which can be found in section 4.5.1.9 below, shall not be submitted to the consultative vote of the April 28, 2015 Shareholders' Meeting.
	Isabelle Kocher's compensation and benefits package for 2015 will be submitted to shareholders for approval at the 2016 Shareholders' Meeting held to approve the financial statements for the year ended December 31, 2015.

4.1.8 Internal control and risk management procedures implemented by the Company

Internal Control Management and Efficiency (INCOME) program, the INCOME program and an internal control questionnaire covering approved by the General Management Committee and submitted to sensitive areas such as the segregation of duties and the protection the Audit Committee – are to provide reasonable assurance of the of assets are made available to other entities. control of operations with regard to the following objectives:

- compliance with applicable laws and regulations; Internal control players

governance"), the following should be noted: GDF SUEZ's aim is to have effective internal control systems in

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in meeting their needs. Internal control standards

Audit and Risk Management Division GDF SUEZ has chosen an organization and procedures for internal control based on the model promoted by the Committee of The continuing dialogue between the overall risk management, Sponsoring Organizations of the Treadway Commission (COSO). internal control and internal audit processes is strengthened by the This organization and these procedures are consistent with the fact that they are grouped within a single division. principles described in the reference framework and take into Moreover, since late 2013, the Management System network is now account the application guide; both of these documents were part of the Internal Control Department of the Audit and Risk published in January 2007 by the AMF and updated with respect to Management Division; the purpose of this change is to streamline risk management in July 2010. They also take account of the the management and coordination of control systems for recommendations of the report on the Audit Committee published operations. by the AMF on June 14, 2010 as well as AMF Recommendation 2013-17. Risk Management Department

(See Section 2.1 "Risk management process") General internal control guidelines

Internal Control Department The general internal control guidelines of GDF SUEZ (INCOME

- significant risks. responsible and differentiated based on the needs of each

GDF SUEZ updates the scope of deployment of the INCOME submits them for approval to the General Management Committee. internal control program every year (182 entities in 2014). This This Observatory met once in 2014. allows managers to oversee the most appropriate level of internal The Internal Control Department is also constantly improving the

4.1.8.1 Internal control organization As part of the INCOME 2015 program, the rules for combining financial criteria with criteria related to risks of business malfunction Internal control objectives as identified by the functional and operational divisions have been adapted to determine the most appropriate internal control reporting GDF SUEZ's internal control objectives – underpinned by the methods for the risks identified. The internal control frameworks of

reliability of accounting and financial information; In addition to the information previously provided on the role of the corporate governance bodies (see Section 4 "Corporate effectiveness and efficiency of operations.

• place at every level of responsibility, based on: the Chairman and Chief Executive Officer ensures the proper
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  • functioning of internal control within the Group; an environment conducive to the implementation of an effective an annual review of internal control is submitted to the General control system; Management Committee and the Audit Committee; responsibility of all players for the implementation of internal the business lines and functional divisions implement the control at every level of the organization; INCOME program; they define their own control procedures in consideration, at the control design stage, of the balance accordance with Group standards and policies and in a manner between the level of assurance required and the cost of adapted to their specific activities, which allows them to supervise implementation; the internal control system's application to the activities within using control results to improve operational performance. their specific area of responsibility and to confirm its effectiveness

program) address: The Internal Control Department organizes the monitoring of the internal control program, in partnership with the functional divisions the development and follow-up of an effective and rigorous and the business lines, mainly to help manage the Group's most coordination and monitoring program, for which management is

management level, which can be adapted to different The Management Observatory for Internal Control was created in organizations and risks; 2010 to improve management's involvement in structural a formal commitment by directors and management at different decision-making relating to internal control, such as the policy organizational levels to implement an internal control system for implemented and changes to the frameworks, and to increase their area of responsibility as well as improvement actions; understanding of management expectations in respect of internal the rollout of an internal control network to support management. control. This body, chaired by a member of the General Management Committee, examines changes to the internal control Scope of application of the INCOME program program proposed by the Head of Internal Control, who then

control in view of the risks and challenges involved. internal control system by analyzing the results of self-assessments and of internal and external audits, in order to identify the necessary action plans, coordinate their implementation and monitor their management processes and internal control effectiveness. All application. recommendations are included in management action plans. On

effectively implemented. A summary of findings and corrective responsible for running internal control to support the managers of actions is regularly presented to the managers of the subsidiaries, the business lines, subsidiaries and functional divisions, providing methodology and instructions and organizing information and the Executive Committees of the business lines, the Group General Management Committee and the Group Audit Committee. training sessions, and reporting to their management the performance during the year and improvement initiatives identified. Internal auditors coordinate their work with the Statutory Auditors in The Internal Control functional line also provides the functional order to ensure the consistency and to increase effectiveness of divisions with information on implementation of decisions prescribed their overlapping activities. at Group level.

The Internal Audit Department is an independent and objective Control environment function that assesses the smooth running of the Company in all areas, risk management, and the adequacy and effectiveness of the The control environment of the functional divisions and business internal control system. It is supported by the internal audit lines is assessed annually, using questionnaires structured organizations deployed in the business lines. according to the components of the COSO and appropriate for the

Business line Internal Audit teams ensure, within their scope of controls designed to prevent and detect fraud and by the recent engagement, implementation of the same professional standards as option of monitoring the results of a selection of controls that help in well as compliance with Corporate Internal Audit procedures and instructions.

Expert networks composed of internal auditors who have the jointly with the functional divisions and the business lines to control required level of technical knowledge apply a cross-cutting the implementation of Group decisions. approach to address issues of global interest for the Group (governance, fraud and investigations, health, safety and Identifying and assessing risks

The Internal Audit Department draws up its audit plan every year, functional lines.

• analysis and evaluation of the audit themes, in consultation with illustrated using the following examples:
• consolidation of the audit themes identified in the various application of the INCOME program" section above);
• General Management bodies of the business lines and the Group sharing of feedback on each of the approaches implemented. and then its approval by the Audit Committee.

In addition, the Internal Audit Department, which is a function Control activities independent from management, provides the managers and The internal control system includes about 60 accounting, financial Group's governance bodies with additional assurance on the and operating processes, including information systems, which are effectiveness of the Group's internal control measures. It reviews the used depending on the entity's risks, and reported at Group level.

Audit engagements result in the formulation of recommendations – prioritized according to importance – designed to improve

due date, the auditors verify that corrective actions have been The Internal Control Department oversees a network of coordinators

Internal Audit Department 4.1.8.2 The internal control system

area of business under assessment. This approach is supplemented The Corporate Internal Audit team provides for implementation, by the establishment of specific controls for delegations of authority, control of observance of international professional standards compliance with ethical principles, and information systems established by the Institute of Internal Auditors. management. It is also strengthened by a half-yearly review of fraud detection and prevention. 4

In addition to this approach, fundamental actions are undertaken

environmental management, information systems, business process In addition to the risk management process previously described reviews, finance and accounting, construction project practices (see Section 2.1 "Risk management process"), dialogue is community, and trading and commodities). established between the Risk Management and Internal Control

according to a four-step process: Synergies between the risk management and internal control identification of the entities concerned by the annual audit plan; approaches are a natural result of this context. They can be

• the various stakeholders and in synergy with Risk Management establishment of the scope of the INCOME internal control and Internal Control; program according to the risks identified (see the "Scope of
• business lines and entities of the Group; execution of INCOME program internal controls, helping to better enhancement of the annual audit plan through its validation by the control risks related to important issues, such as industrial risks;
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internal control system and carries out long-term testing of the The pertinence of these controls and potential adjustments are controls. Thus, it looks at the quality of the self-assessments carried examined according to feedback, organizational changes, and new out by the business managers and the commitment of senior decisions issued by the General Management and the functional managers. divisions.

applied in accordance with the laws and regulations in force; Group-level organizational decisions, the internal control the Group Human Resources Division is in charge of compliance frameworks, instructions, training tools and methodology guides for with current labor legislation and regulations and carries out the internal control can be viewed and downloaded via the Group regulatory employment reporting; intranet. A pocket guide containing 10 key questions has been created for managers to help their learning and understanding of the Environmental and Societal Responsibility Division is

regulatory environmental reporting. The internal control system comes under the jurisdiction of a decision signed by the Chairman and Chief Executive Officer. It is Reliability of accounting and financial information managed as follows:

• The control environment monitoring of the internal control program;
• The structure of the financial function is based on: strengthening the coordination of the Internal Control functional
• Acquisitions, Group Major Projects and Investor Relations; assessment of the internal control system of the entities, in order
• for the production and content of their financial statements and presentation of an annual summary report on internal control to their internal control. the management teams of the entities.

meetings (business lines) and half-yearly meetings (functional financial information is defined at each level of the Group's organization (Corporate Management, business lines, BUs and divisions). These meetings are supplemented, when necessary, by reporting entities). the creation of working groups and the deployment of education

information. Compliance with laws and regulations The main applicable procedures for the preparation of parent Within the General Secretariat, the Legal Division helps to create a company and consolidated financial statements are based on two secure legal framework for the Group's operations and the tools: decisions of management. Teams within this Division are the manual of Group accounting policies issued by the responsible for providing the business lines and functional divisions Accounting Department . It is updated on a regular basis with the necessary support, each in their area of expertise and according to changes in international standards; responsibility. Such support is notably provided through closing instructions sent out prior to each consolidation phase. (i) operational contributions to contractual negotiations, litigation, These cover the assumptions made when preparing the year-end arbitration, reviews, and protective actions concerning the Group's accounts (exchange rates, discount rates and tax rates, for and its directors' liability, in the area of personal data protection, example), the scope of consolidation, the timetable for submitting financial and stock market regulation and intellectual property rights, data, the specific points requiring attention for the closing, and (ii) the actions of centers of expertise in competition law, regulations the main changes in accounting regulations and standards. The and financial law, (iii) legal analyses carried for the commitment instructions also include a definition of the performance indicators committees, (iv) mapping legal risks and, more generally, used by the Group. (v) managing the legal functional line for which the Legal Division is responsible. Identifying and assessing risks

Compliance with laws and regulations remains the responsibility of The main risks identified are monitored and managed as follows: each business line and each functional division in its respective area the results obtained through the various approaches implemented of responsibility. Implementation of internal control objectives with (analysis of specific risks in the reporting and communication regard to compliance with laws and regulations is performed at process using feedback) are used to create action and each level of management throughout the Group. For example, communication plans for the functional lines in question; certain cross-disciplinary compliance objectives are managed by the budgetary processes and medium-term plan (MTP), performance

• of accounting, finance and taxation. It is in charge of regulatory Committee to monitor and manage the main risks identified;
• Division is responsible for drafting GDF SUEZ'S ethics and monitored at closing.

Information and communication compliance rules, as well as ensuring that such rules are actually

• responsible for compliance with environmental laws and internal control. regulations throughout the Group. It assesses the environmental Coordination and monitoring of internal control maturity of the Group's various businesses and is in charge of

• line with the other functional lines taking forward an approach that the Corporate functional divisions: Accounting; Monitoring and will contribute to improving the functioning of activities; Planning; Finance, Treasury and Insurance; Tax; Investments and

• to give Group managers concise information about the degree of the Financial Divisions of each of the business lines. These internal control maturity of their entity; oversee their BUs and operational units; the latter are responsible

Responsibility for the preparation and the control of accounting and The Internal Control functional line is coordinated through monthly

and training actions. This internal control system is consistent with the AMF reference framework. It covers not only the processes for preparing financial 4.1.8.3 Implementation of internal control information for financial statements, but also all upstream operational processes contributing to the production of this

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• relevant Corporate functional divisions: monitoring, regular meetings at which the finance functions are mostly stakeholders, and meetings of the General Management the Finance Division ensures GDF SUEZ's compliance in matters
  • financial reporting; specific risks associated with processes for preparing and within the General Secretariat, the Ethics and Compliance communicating financial information are also reviewed and are

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

Preparation of monthly Financial Reports and consolidated the Accounting IT Center of Expertise, which handles financial statements administrative tasks and system configuration and provides At the Corporate level, the Accounting Department and the operating assistance to users; Monitoring and Planning Department, which both report to the the Information Systems Division, which is in charge of specific Finance Division, coordinate their activities at weekly meetings underlying infrastructures. attended by their key managers.

Other information systems used in the preparation of accounting The Accounting Department drives the process of producing the and financial information are managed as appropriate on a consolidated financial statements, supported by the consolidation decentralized basis by the business lines' and subsidiaries' IT teams and the management control departments of Corporate departments. Management and the business lines.

Preparing and validating the Annual Report Each of these entities carries out controls in its own area of The General Secretary is in charge of preparing the Registration responsibility to ensure that Group accounting standards policies Document filed with the AMF, which includes the Annual Report and have been circulated and correctly applied. This principle of involves the following:

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the Group, ensure that both the analyses performed and the Preparing and approving press releases 4

The role of the Monitoring and Planning Department is explained in indicate:

Key players in control communications and business line communications teams; All reporting levels in the Group carry out activities that contribute to the implementation of the process for providing information the preparation of financial and accounting information. These and/or validating press releases; activities must comply with the internal control guidelines developed at a monitoring system and appropriate rules of crisis the Corporate level by the Internal Control Department under the aegis communication. of the INCOME program. The persons concerned are the following:

- Relations with analysts and investors the Finance Division of each BU and legal entity, which formally The Finance Division also uses the current "Missions and operating validates the accounting and financial reporting package; principles of financial communication" procedure, which sets out

• with the accounting divisions of the AMF. Setting objectives and coordination

Control activities The application is managed jointly by:

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• subsidiarity allows second-tier controls to be applied to the defining the procedures for submitting and validating the information prepared: information that will appear in the Registration Document;
  • controls at the business line level on the information passed on to overseeing the work of the Registration Document Steering this level by the BUs and reporting entities; Committee;
    -

controls at the Corporate Management level on the information liaising with the AMF and applying its regulations. passed on to this level by the business lines. The Finance Division is responsible for the "Financial information" Within the Accounting Department, three centers of expertise section, which includes in particular the consolidated financial (Accounting IT, Consolidation Process and Accounting Standards) statements, the parent company financial statements and the report optimize the way in which complex technical issues are handled and on the financial position. resolved. These centers, resulting from pooling expertise throughout

The Communications Division applies the policies set by the resulting positions adopted are of a consistently high standard. "Communication with the press" procedure. These rules specifically

• the paragraph "Setting objectives and coordination". the coordination of activities among the Corporate
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the Finance Division at the business line, which implements management principles for the Group's financial communication and

procedures with all operating subsidiaries, including a clearly defines its activities in areas concerning analyst and investor decentralized management control (see below the paragraph relations and market intelligence. "Setting objectives and coordination"); Within the Finance Division, the Investor Relations Division steers the Corporate Accounting Department, which is in charge of and coordinates the market presentations process, including the financial reporting, preparing the parent company financial quarterly, interim and annual financial data, as well as information statements (of GDF SUEZ and the financial vehicles managed by about major transactions. Corporate), the consolidated financial statements, and liaising

The Group implements a formalized system which commits The General Management updates and communicates the Group's operational and financial managers, with regard to the accuracy and overall objectives and the allocation of resources to the business fairness of the financial information passed on by the reporting lines. The Monitoring and Planning Department, which reports to entities, to the business lines and then by the business lines to the Finance Division, prepares instruction memos for each of the Corporate Management, as well as with regard to the internal business lines. These memos specify the macroeconomic control systems, which contribute to the reliability of this information assumptions to be applied, including assumptions on commodities throughout the information chain mentioned in the above paragraph, prices set by the Strategy Division, the financial and non-financial "The control environment". indicators, the schedule, and the segmentation of the scope of Information and communication activity. Each business line is responsible for sending these The consolidated reporting entities all use the SAP software instructions to its subsidiaries and reporting entities within its scope package "Business Objects Financial Consolidation" (SAP B.F.C., after tailoring them to the specific characteristics of its business formerly Magnitude) for the Group financial consolidated statements activity. and Management reporting. Management control is performed in a decentralized manner to Improving the process for preparing and processing financial reflect the specific characteristics of each business activity. Its information is the responsibility of each business line financial mission is defined by instructions circulated periodically by the director and each functional director. Feedback is given to verify Monitoring and Planning Department, the implementation that the production processes for accounting and financial instructions for the SAP B.F.C. software application, and the manual information are functioning properly. When necessary, internal

levels can also verify process quality. In the fall, the Business Line Committee validates, for each business line, the objectives set for the following year and the corresponding Continuous improvement budget, as well as the outlook beyond the current year derived from the budget process and the medium-term plan to be used as the Implementation of internal control in the Group is part of our aim to basis for the impairment testing of goodwills and long-term assets. continuously improve our performance, based on the following This Committee meeting, prepared by the finance functional line principles: under the responsibility of the Monitoring and Planning Department, drawing up and enhancing internal control frameworks, working brings together representatives from the General Management, the closely with the functional divisions to support Group policies; Group functional divisions, and the operational and finance divisions listening to the various business activities to streamline and of each business line. The Group's consolidated budget and optimize the internal control system; medium-term business plan are presented to the Audit Committee adapting controls according to changes in risks; before being submitted to the Board of Directors. implementing an excellence initiative to create a coherent system

At subsequent Business Line Committee meetings, actual figures of methods and tools enabling the management to have an are compared to the budget and any adjustments to annual effective overview of the issues and associated actions for the forecasts are validated by the Group's General Management. activities under its responsibility.

of the Group's accounting policies. audits in the reporting entities and at the various organizational

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4.1.9 Statutory provisions regarding the participation of Shareholders at Shareholders' Meetings

The Company bylaws stipulate that all shareholders are entitled to The terms for the participation of shareholders at General attend General Shareholders' Meetings on condition that their Shareholders' Meetings are detailed in Section 7.1.5 "General shares are fully paid up. Each share entitles the holder to vote and Shareholders' Meetings". be represented at General Shareholders' Meetings, in accordance Provisions relating to procedures for shareholders' attendance at with current law and the bylaws. Ownership of one share entails General Shareholders' Meetings and shareholders' voting rights are automatic acceptance of these bylaws and of all decisions of the set out in Section 7.1.3 "Rights, privileges and restrictions attached Shareholders' Meetings of the Company. Unless otherwise provided to shares" and in the bylaws (Articles 10, 11, 12 and 20).

for by law, each shareholder has as many voting rights and may The information stipulated by Article L. 225-100-3 of the French cast as many votes at meetings as he or she holds shares, which Commercial Code is published in Sections 3.2 "Social information", are fully paid up. 4.5 "Compensation and benefits paid to members of corporate governance bodies", 5.1 "Information on the share capital", 5.2 "Shareholding" and 7.1 "Specific statutory provisions and bylaws".

4.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

The Board of Directors has decided to convene the Combined Ordinary and Extraordinary General Meeting of Shareholders, which will take place on 28 April 2015. The agenda will focus on the appointment of 11 directors; more precisely, this involves the ratification of the co-option of a Director, the renewal of 4 Directors' terms of office, and the appointment of 6 Directors.

A proposal will be made to the General Meeting to ratify the co-option of Isabelle Kocher as a Director, decided by the Board of Directors on 21 October 2014, with effect from 12 November 2014, to replace Paul Desmarais for the remainder of her predecessor's term, until the end of the Ordinary General Meeting which will be called in 2016 to approve the accounts of the fiscal year ending 31 December 2015.

The terms of office as Director of Albert Frère, Ann-Kristin Achleitner, Edmond Alphandéry, Aldo Cardoso and Françoise Malrieu will expire at the end of the next General Meeting. Albert Frère has announced his decision not to seek renewal of his term as Director. On the recommendation of the Nomination and Compensation Committee, the Board of Directors proposes to renew the terms of office of Ann-Kristin Achleitner, Edmond Alphandéry, Aldo Cardoso and Françoise Malrieu and to appoint two new independent Directors, Barbara Kux and Marie-José Nadeau (to replace Albert Frère and Jean-François Cirelli).

In addition, the Board of Directors has decided to implement Title II of French Ordinance 2014-948 of 20 August 2014 regarding governance and transactions involving the share capital of companies with a public participation, which modifies rules on the representation of the French State on the Board. As a result, on the recommendation of the Nomination and Compensation Committee, the Board of Directors will submit to the Shareholders' Meeting the appointment of four Directors proposed by the French State: Bruno Bézard, Catherine Guillouard, Mari-Noëlle Jégo-Laveissière and Stéphane Pallez (Astrid Milsan remains a Director representing the French State; Pierre Mongin resigned from the Board of Directors on March 17, 2015).

These Directors will be appointed for a four-year term, expiring at the end of the Ordinary General Meeting which will be called in 2019 to approve the accounts of the fiscal year ending 31 December 2018.

After the vote on these resolutions, the Board of Directors would be composed of 19 members including :

• 8 independent members, representing 53% (pursuant to the Afep-Medef Code, the number of Directors representing employees and employee shareholders is not taken into account in calculating the percentage of independent Directors);
• 11 women, representing 63% (pursuant to the law and the Afep-Medef Code, the number of Directors representing employees who are not elected by the General Shareholders' Meeting - is not taken into account in calculating the proportion of women and men);
• 4 not French, representing 21%.

4.2 STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF GDF SUEZ

This is a free translation into English of the statutory auditors' report issued in French prepared in accordance with article L. 225-235 of French company law on the report prepared by the Chairman of the Board of Directors on the internal control and risk management procedures relating to the preparation and processing of accounting and financial information issued in French and is provided solely for the convenience of English speaking users.

This report should be read in conjunction and constructed in accordance with French law and the relevant professional standards applicable in France.

In our capacity as statutory auditors of GDF SUEZ and in management procedures relating to the preparation accordance with article L. 225-235 of the French commercial code and processing of accounting and financial (Code de commerce), we hereby report on the report prepared by information

It is the chairman's responsibility to prepare and submit for the management procedures relating to the preparation and processing board of directors' approval a report on the internal control and risk of the accounting and financial information. These procedures management procedures implemented by the company and to consist mainly in:

• of the existing documentation; report on any matters as to the information contained in the management procedures relating to the preparation and preparation of this information and of the existing documentation;
• verify the fairness of this other information. report.

We conducted our work in accordance with professional standards On the basis of our work, we have no matters to report on the

To the Shareholders, Information on the internal control and risk

the chairman of your company in accordance with article L. 225-37 The professional standards require that we perform the necessary of the French commercial code (Code de commerce) for the year procedures to assess the fairness of the information provided in the ended December 31, 2014. chairman's report in respect of the internal control and risk

• provide the other information required by article L. 225-37 of the obtaining an understanding of the internal control and risk French commercial code (Code de commerce) relating to matters management procedures relating to the preparation and such as corporate governance. processing of the accounting and financial information on which Our role is to: the information presented in the chairman's report is based and
  • chairman's report in respect of the internal control and risk obtaining an understanding of the work involved in the
  • processing of the accounting and financial information, and; determining if any material weaknesses in the internal control confirm that the report also includes the other information procedures relating to the preparation and processing of the required by article L. 225-37 of the French commercial code accounting and financial information that we would have noted in (Code de commerce). It should be noted that our role is not to the course of our work are properly disclosed in the chairman's

applicable in France. information relating to the company's internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the chairman of the board of directors in accordance with article L. 225-37 of the French commercial code (Code de commerce).

Other information

We confirm that the report prepared by the chairman of the board of directors also contains the other information required by article L. 225-37 of the French commercial code (Code de commerce).

Neuilly-sur-Seine and Paris-La Défense, March 3, 2015 The statutory auditors French original signed by DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Véronique Laurent Pascal Macioce Charles-Emmanuel Chosson

4.3 GENERAL MANAGEMENT

The Company's General Management is headed up by Gérard powers of General Management, as the Board's agreement is Mestrallet, Chairman and Chief Executive Officer, and by Isabelle required for significant transactions; (ii) regular interaction Kocher, Deputy Chief Executive Officer. Pursuant to the law, the between the non-executive Directors and members of the Deputy Chief Executive Officer assists the Chief Executive Officer. General Management Committee and the Executive Committee when there are specific presentations to the Board, particularly The Chairman and Chief Executive Officer and the Deputy Chief during the annual strategy seminar and during Board Committee Executive Officer have the same powers to represent the Company meetings; and (iii) regular provision of information to Directors, with regard to third parties. According to internal rules, the including between meetings; respective powers of the Chairman and Chief Executive Officer and an annual assessment of the operations of the Board, carried out of the Deputy Chief Executive Officer are determined by the Board under the aegis of the Chairman of the Ethics, Environment and of Directors and the Internal Regulations of the Board, which sets Sustainable Development Committee; their limits (see Section 4.1.4.1 "Powers of the Board of Directors").

an annual review of the performance appraisal and compensation In a changing and highly competitive environment, combining the of executive corporate officers on the Appointments and functions of Chairman and Chief Executive Officer, supported by the Compensation Committee, which takes place without the presence of a Deputy Chief Executive Officer, provides for the presence of the executive concerned; greatest coherence between strategy and operations and the the powers conferred by the Company bylaws to one-third of the greatest efficiency in the decision-making processes, while ensuring Directors to convene a board meeting and to set the agenda, if compliance with the best governance principles. The balance of the Board has not met for more than two months.

• independent Directors; May 2, 2011.
• a balanced organization of relationships between General Management and the Board, based on (i) limitations on the

-

governance at GDF SUEZ is chiefly based upon: At its meeting of December 17, 2008, upon proposal of the balanced Board composition in terms of independence, Chairman, the Board of Directors decided to appoint a expertise, diversity and nationality; non-executive Vice-Chairman responsible for chairing the Board of four specialist Board Committees, each chaired by an 4 Directors in the Chairman's absence. The current non-executive independent Director and including a substantial proportion of Vice-Chairman is Albert Frère, whose appointment was renewed on

4.3.1 General Management Committee

The General Management Committee of GDF SUEZ, chaired by the decisions of GDF SUEZ according to the guidelines set out by the Chairman and Chief Executive Officer or the President, has 11 Board of Directors. It meets, in principle, every week. members as of the date of this document. It is responsible for The General Management Committee has the following members: steering the Group. The Committee determines the strategic

Gérard Mestrallet, Chairman and Chief Executive Officer

Isabelle Kocher, Deputy Chief Executive Officer and Chief Operating Officer(1)

Dirk Beeuwsaert, Executive Vice-President in charge of the Energy Europe business line(2)

Valérie Bernis, Executive Vice-President, Communications, Marketing and Environmental and Societal Responsibility

Alain Chaigneau, Executive Vice-President(3), General Secretary(4)

Jean-Marie Dauger, Executive Vice-President in charge of the Global Gas & LNG business line

Jean-Claude Depail, Executive Vice-President in charge of the Infrastructures business line

Henri Ducré, Executive Vice-President in charge of Group Human Resources

Judith Hartmann, Executive Vice-President, Chief Financial Officer(5)

Jérôme Tolot, Executive Vice-President in charge of the Energy Services business line

Willem Van Twembeke, Executive Vice-President in charge of the Energy International business line

(3) Since January 1, 2015.

Pierre Mongin will be appointed Executive Vice-President on May 1, 2015. He will be appointed General Secretary on July 1, 2015.

Jean-François Cirelli was also a member of the General Management Committee until November 11, 2014.

⁽¹⁾ Since November 12, 2014.

⁽²⁾ Since November 8, 2014.

⁽⁴⁾ Until June 30, 2015. (5) Since March 16, 2015.

4.3.2 Executive Committee

The Executive Committee reviews issues and decisions regarding the heads of some functional departments. In principle it meets the Group's strategy, development, organization, and overall every month. management. At the date of this document it had 21 members, The Executive Committee has the following members: including the members of the General Management Committee and

Gérard Mestrallet, Chairman and Chief Executive Officer Isabelle Kocher, Deputy Chief Executive Officer and Chief Operating Officer(1) Dirk Beeuwsaert, Executive Vice-President in charge of the Energy Europe business line(2) Valérie Bernis, Valérie Bernis, Executive Vice-President, Communications, Marketing and Environmental and Societal Responsibility Alain Chaigneau, Executive Vice-President(3), General Secretary(4) Jean-Marie Dauger, Executive Vice-President in charge of the Global Gas & LNG business line Jean-Claude Depail, Executive Vice-President in charge of the Infrastructures business line Henri Ducré, Executive Vice-President in charge of Group Human Resources Judith Hartmann, Executive Vice-President, Chief Financial Officer(5) Jérôme Tolot, Executive Vice-President in charge of the Energy Services business line Willem Van Twembeke, Executive Vice-President in charge of the Energy International business line Jean-Louis Blanc, member of the Executive Committee, Commercial Director, Innovation and Group New Business(6) Claire Brabec-Lagrange, member of the Executive Committee, Director of Group Purchasing Marc Florette, member of the Executive Committee, Director of Digital(7) Philippe Jeunet, member of the Executive Committee, Advisor to the Chairman and Chief Executive Officer in charge of the City of Energy and Environment project Yves Le Gélard, member of the Executive Committee, Director of Information Systems(8) Didier Retali, member of the Executive Committee, Director of Audit and Risks Paul Rorive, member of the Executive Committee, Director of Nuclear Development Édouard Sauvage, member of the Executive Committee, Director of Strategy Raphaël Schoentgen, member of the Executive Committee(7), Director of Research and Technology Denis Simonneau, member of the Executive Committee, Director of European and International Relations The General Secretariat provides administrative services for the General Management Committee and the Executive Committee. (1) Since November 12, 2014.

(2) Since November 8, 2014. (3) Since January 1, 2015. (4) Until June 30, 2015. (5) Since March 16, 2015. (6) Since May 5, 2014. (7) Since April 1, 2014. (8) Since March 9, 2015

Pierre Mongin will be appointed Executive Vice-President on May 1, 2015. He will be appointed General Secretary on July 1, 2015.

Jean-François Cirelli was also a member of the Executive Committee until November 11, 2014, as well as Véronique Durand-Charlot until March 8, 2015.

4.4 STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS, TRANSACTIONS WITH RELATED PARTIES, SERVICE CONTRACTS

4.4 STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS, TRANSACTIONS WITH RELATED PARTIES, SERVICE CONTRACTS

4.4.1 Statutory auditors' special report on regulated agreements and commitments

This is a free translation into English of the statutory auditors' special report on regulated agreements and commitments issued in French and is provided solely for the convenience of English speaking readers.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

(Code de commerce) concerning the implementation, during the report to you on its regulated agreements and commitments.

year, of the agreements and commitments already approved by the We are required to inform you, on the basis of the information general meeting of shareholders. provided to us, of the terms and conditions of those agreements We performed those procedures which we considered necessary to and commitments indicated to us, or that we may have identified in comply with professional guidance issued by the national auditing the performance of our engagement. We are not required to comment as to whether they are beneficial or appropriate or to body (Compagnie nationale des commissaires aux comptes) relating 4 to this type of engagement. These procedures consisted in verifying ascertain the existence of any such agreements and commitments. that the information provided to us is consistent with the It is your responsibility, in accordance with article R. 225-31 of the documentation from which it has been extracted. French commercial code (Code de commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval.

To the Shareholders, In addition, we are required, where applicable, to inform you in accordance with article R. 225-31 of the French commercial code In our capacity as statutory auditors of your company, we hereby

A. Agreements and commitments submitted for approval to the general meeting of shareholders

We hereby inform you that we have not been advised of any related accordance with article L. 225-38 of the French commercial code agreements or commitments authorized in the course of the year to (Code de commerce). be submitted to the general meeting of shareholders for approval in

B. Agreements and commitments already approved by the general meeting of shareholders

In accordance with article R. 225-30 of the French commercial code and its "storage" (Storengy) and "terminal" (Elengy) subsidiaries, in (Code de commerce), we have been advised that the order to ensure the longevity of the public service missions implementation of the following agreements and commitments entrusted to the company by French law. which were approved by the general meeting of shareholders in This contract covers the period 2010-2013 and may be extended

B.1.1.1 With the French State (which has a shareholding of This contract sets forth the commitments made by the Group in

and (iv) sustainable development and research. The French State, Bruno Bezard since July 28, 2014, Ramon Fernandez until July 28, 2014, and Pierre Mongin, Stéphane Pallez Concerning its tariffs, this contract redefines the overall regulatory

In December 2009, GDF SUEZ signed a public service contract with specifies the terms and conditions for changing the regulated tariffs the French government. The purpose of this contract is to compile

B.1. Agreements and commitments in prior years and identify the commitments made by GDF SUEZ, with respect to directly managed activities as well as the activities of its natural gas B.1.1. whose implementation continued during the year distribution (GrDF) and natural gas transmission (GRTgaz) networks,

prior years continued during the year. for a six-month period by lack of signature of a new contract.

33.29%) terms of (i) responsibility towards its users, (ii) safety of people and Shareholders and Directors concerned property, (iii) solidarity and assistance to low-income customers,

and Astrid Milsan, the directors representing the French State. framework for setting and changing administrative tariffs for natural gas in France. In addition, a ministerial order specifies the Nature, purpose and terms: Public Service Contract rate-changing mechanism for 2010. The overall mechanism and establishes the rules and responsibilities of the various parties At its meeting of December 5, 2012, the board of directors for the period 2010-2013. unanimously approved the signing of the draft guidelines and

industrial and commercial cooperation policies presented to it. The French government committed to annually publish a ministerial In connection with the spinoff-distribution of SUEZ's environment order establishing the conditions according to which the natural gas

This contract was automatically extended for a period of six months de Santa Fe, relating thereto to or arising therefrom (the until June 30, 2014. "Argentine Rights").

At its meeting of December 9, 2009, the board of directors This agreement was expressly authorized by SUEZ's board of expressly approved this agreement. At its meeting of January 22, directors at its meeting of June 4, 2008, and signed on June 5, 2008. 2013, the board of directors expressly authorized the conclusion of an addendum to this contract concerning tariff changes, which will Suez Environnement Company rebilled €0.9 million in legal and now be monthly rather than quarterly. consultancy fees to GDF SUEZ in 2014.

B.1.1.2. With Suez Environnement Company (in which an B.1.2. which were not implemented during the year

GDF SUEZ and Chairman of the board of directors of Suez year. Environnement Company, Jean-François Cirelli, Vice-Chairman and B.1.2.1. With Crédit Agricole Corporate and Investment Bank President of GDF SUEZ and Director of Suez Environnement ("Crédit Agricole CIB") Company until November 11, 2014, and Isabelle Kocher, Executive Directors concerned Vice-President and Director of Suez Environnement Company since

and Crédit Agricole CIB. Nature, purpose and terms: Guidelines, industrial cooperation and marketing agreement and agreement Nature, purpose and terms: Nord Stream Guarantees

A shareholders' agreement was signed in June 2008, just before the building and operating two offshore natural gas pipelines extending merger of SUEZ and Gaz de France, for a period of five years from across the Baltic Sea from Russia to Germany. Its current July 22, 2008; it enabled control of 48% of the capital of Suez shareholders are OAO Gazprom (51%), E.ON Ruhrgas AG ("E.ON") Environnement Company along with the other shareholders in the (15.5%), Wintershall Oil AG (15.5%), NV Nederlandse Gasunie (9%) agreement, of which 35% was held by SUEZ alone. This agreement and GDF SUEZ (9%). The Group acquired an interest in Nord expired on July 22, 2013, resulting in the loss of GDF SUEZ's Stream AG on July 1, 2010 through the purchase by GDF SUEZ

between SUEZ and Suez Environnement Company. Pursuant to 4.5% stake from E.ON and a 4.5% stake from Wintershall. this agreement, SUEZ and Suez Environnement Company agreed The project financing has two phases (Phase I and Phase II), to continue their cooperation, mainly in the areas of strategy, corresponding to the two pipelines. accounting, internal control, audit and risk management, finance,

order to extend the industrial, commercial, and services of directors on January 13, 2011. cooperation agreement, GDF SUEZ and Suez Environnement GDF SUEZ, acting as Sponsor in connection with Phase I project Company announced on January 23, 2013 that they had financing, authorized by the board of directors on June 23, 2010, concluded an agreement establishing the "Guidelines and was required to sign: industrial and commercial cooperation policies between

division (the "Spinoff-Distribution"), SUEZ and Suez regulated tariffs could change in the coming year. Between two Environnement Company entered into an agreement involving the ministerial orders, GDF SUEZ could request the French Energy transfer to Suez Environnement Company of the rights and Regulation Commission (CRE) to make tariff adjustments to take obligations related to the equity interests held by SUEZ in into account changes in index prices included in the tariff formula. Argentine companies Aguas Argentinas and Aguas Provinciales

interest of 33.70% is held) In addition, we have been advised that the following commitments Directors concerned and agreements which were approved by the general meeting of Gérard Mestrallet, Chairman and Chief Executive Officer of shareholders in previous years were not implemented during the

November 12, 2014. Edmond Alphandéry and Stéphane Pallez, Directors of GDF SUEZ

relating to the settlement of disputes in Argentina Nord Stream AG is a Swiss company formed for the purpose of control over Suez Environnement Company. Holding Switzerland AG (a wholly-owned subsidiary of GDF A cooperation and shared functions agreement was entered into International, itself is a wholly-owned subsidiary of GDF SUEZ) of a

Project financing for Phase I was authorized by the board of tax policy, IT services and communications, it being specified that all of the rights and obligations of SUEZ arising under the directors on June 23, 2010. This authorization was confirmed by the agreement had been transferred to GDF SUEZ. The end of the board of directors on January 13, 2011, following a number of shareholders' agreement also resulted in the termination of this amendments to acknowledge the entry of GDF SUEZ into the agreement on the same date. project on July 1, 2010 and the implementation of financing for In view of the non-renewal of the shareholders' agreement and in Phase II. Project financing for Phase II was authorized by the board

• GDF SUEZ and Suez Environnement Company." an Accession Undertaking to the Subordination Deed, dated July 1, 2010, under which GDF SUEZ acceded, as a new The agreement, signed on January 17, 2013, is known as the subordinated creditor under the Deed of Subordination, the "Guidelines" and focuses on five areas: reciprocal preference in purpose of which was specifically to subordinate the loans purchasing/sales, development of synergies between industrial granted by GDF SUEZ to Nord Stream AG to the lenders' credit; activities, development of joint commercial offerings, and the
• partnership between sustainable development policy and an independent Completion Guarantee (Phase I Completion) commercial coordination of marketing, innovation and R&D. dated July 1, 2010, under which GDF SUEZ guarantees the execution by GDF SUEZ Holding Switzerland AG of its secured obligations for Nord Stream AG to repay the Phase I senior debt

of the gas pipeline. GDF SUEZ's commitment was limited to 9% the financing documentation, the signature of this guarantee may until the first pipeline entered into service. This guarantee expired be required when the first gas pipeline enters into service, in favor

contract, which was signed, expired on June 24, 2014. As a result of the financing documentation of Phase I, if the completion guarantee (Phase I Completion Guarantee) were to be These guarantees are intended to replace the Phase I Completion extended, under certain conditions, it might be necessary for Guarantee, dated July 1, 2010. GDF SUEZ, in its role as "Sponsor", to sign the following contracts if The guarantees are issued to Nord Stream AG and Société

change in law (excluding Russian law) between April 16, 2009 include Crédit Agricole CIB. (the date on which the Gas Transportation Agreement was At its meeting of June 27, 2012, the board of directors unanimously signed) and May 14, 2010 (the closing date of the project authorized the signing and issuance of the aforementioned financing for Phase I), which would prevent Nord Stream AG from guarantees, which were signed on October 11, 2012, with the providing transportation services for its client, Gazprom Export, exception of the "Phase I Disputed Claim Commitment Agreement" under the Gas Transportation Agreement, the only source of guarantee, which was not required. income for Nord Stream AG. GDF SUEZ's commitment under the "senior debt obligations" and "operating costs" for the duration of meeting of January 22, 2014, unanimously authorized the the financing. The draft Change in Law Commitment Agreement conclusion of contracts entailing amendments to certain contractual was amended to also cover – in favor of the lending banks clauses of the aforementioned guarantees; as these contracts were providing project financing for Phase II - the risk of a change in not eventually signed, the guarantees were not amended. law (excluding Russian law) between April 16, 2009 (the date on which the Gas Transportation Agreement was signed) and the To date, these guarantees have not had any impact. closing date of the project financing for Phase II, which would B.1.2.2. With CNP Assurances, CDC infrastructure, Caisse 4 prevent Nord Stream AG from providing transportation services des Dépôts et Consignations (CDC), Société for its client Gazprom Export under the Gas Transportation d'Infrastructures Gazières (SIG) and GRTgaz (75%-held Agreement. Under the terms of the financing documentation, the subsidiary of the Group) signature of this guarantee may be required when the first gas pipeline enters into service, in favor of the lending banks providing Director concerned project financing for Phase I and the lending banks providing Ramon Fernandez, Director of GDF SUEZ and CNP Assurances project financing for Phase II. The agreement signed is still in and member of the Supervisory Board of CDC. place.

a) Nature, purpose and terms: Equity investment by Société a "Phase I Disputed Claim Commitment Agreement" covering any Infrastructure Gazières in GRTgaz disputed claims by Nord Stream AG in connection with major The investment agreement signed on June 27, 2011 by CNP construction contracts at the time of completion of Phase I of the Assurances, CDC Infrastructure, CDC, SIG, GRTgaz and gas pipeline. GDF SUEZ's commitment is limited to 9% of such GDF SUEZ sets out the terms and conditions the equity investment claims. Under the terms of the financing documentation, the guarantee was not signed; from GDF SUEZ.

have been incurred prior to completion of Phase I. GDF SUEZ's of the transaction to €1,110 million. commitment is restricted to 9% of such costs. Under the agreement, which was signed, has now expired. of 20 years.

project costs (development, studies, etc.) associated with Phase with the draft agreement.

on October 11, 2012. of the lending banks providing project financing for Phase I. This

applicable: Générale, acting as Security Agent on its behalf and as a trustee for a Change in Law Commitment Agreement - a draft of which was all the financial parties in Phase I and, in relation to the Change in attached to the financing documentation - covering the risk of a Law Commitment Agreement, in Phase II; these financial parties

Change in Law Commitment Agreement was limited to 9% of As mentioned in paragraph B.2.1 of "Agreements and commitments shareholders' contributions required for Nord Stream AG to pay approved during the past year", the board of directors, at its

by SIG in GRTgaz. This investment was made on July 12, 2011, in signature of this guarantee may be required when the first gas pipeline enters into service, in favor of the lending banks providing part through SIG's subscription to a capital increase by GRTgaz and project financing for Phase I. It should be noted that this in part through SIG's concomitant acquisition of GRTgaz shares

a "Decommissioning Commitment Agreement" to cover, in the The purchase price for about 18.2% of the capital was set at event of abandonment of the construction of the second pipeline, €810 million, and for the subscription of shares amounting to the potential dismantling costs of any Phase II works that would around 6.8% of the capital at €300 million, bringing the total amount

Various representations and warranties provided by GDF SUEZ. The financing documentation, the signature of this guarantee may be duration of the warranties is 18 months, except in respect of the required when the first gas pipeline is commissioned, in favor of the lending banks providing project financing for Phase I. This specific warranty relating to the environment, which has a duration

a "Shareholder Commitment Agreement", to cover, in the event of At its meeting of June 22, 2011, the board of directors authorized abandonment of the construction of the second pipeline, the the conclusion of the investment agreement, having been presented

II. GDF SUEZ's commitment is limited to 9% of such costs. Under These guarantee agreements had no impact on fiscal year 2014.

b) Nature, purpose and terms: Shareholders Agreement B.2. Agreements and commitments approved during concerning GRTgaz the year The shareholders' agreement signed on June 27, 2011 between In addition, we have been advised of the implementation during the GDF SUEZ and SIG, in the presence of GRTgaz, CNP Assurances, year of the following agreements and commitments, which were CDC Infrastructure and CDC, structures the rights and obligations approved by the general meeting of shareholders of April 28, 2014, of the GRTgaz shareholders and sets out the rules of governance in based on the statutory auditors' report dated March 7, 2014. compliance with the specific regulations that apply to GRTgaz. This B.2.1. With Crédit Agricole CIB shareholders' agreement was concluded for a term of 20 years (renewable once for a 10-year term).

At its meeting of June 22, 2011, the board of directors authorized the conclusion of the shareholders' agreement, having been Nature, purpose and terms: Changes to Nord Stream AG presented with the draft agreement. guarantees

Gérard Mestrallet, Chairman and Chief Executive Officer of two phases (Phase I and Phase II), corresponding to the two GDF SUEZ and Chairman of the board of directors of GDF SUEZ pipelines.

Nature, purpose and terms: Membership of the Suez Alliance directors on June 23, 2010. This authorization was confirmed by the

In its meeting of July 4, 2001, SUEZ's board of directors authorized amendments to some of the transaction documents to the creation of a special-purpose financing vehicle, the Suez acknowledge the entry of GDF SUEZ into the project on July 1, Alliance GIE—now the GDF SUEZ Alliance GIE, and the 2010 and the implementation of financing for Phase II. Project membership of SUEZ of this "groupement d'intérêt économique" financing for Phase II was authorized by the board of directors on (economic interest group (GIE)). January 13, 2011.

It also approved the guarantee granted by Suez for the benefit of Nord Stream AG planned to refinance the commercial loans for the other members of the GIE that are subsidiaries of Suez. Phase I not covered by export credit agencies for the sum of €729 Consequently, GDF SUEZ, as parent company of the Group, will be million via the issue of bonds on the project, in accordance with the the ultimate guarantor to other members for any debts they may Replacement Debt mechanism, as set out in the Phase I Common

accordance with the Replacement Debt mechanism outlined above. GDF SUEZ, Chairman of the board of directors of Electrabel and

Nature, purpose and terms: To this end, GDF SUEZ would sign, after prior authorization by the At its meeting of March 9, 2005, the board of directors expressly board of directors at its meeting of January 22, 2014: authorized the extension of the activities of the Suez Alliance GIE An "English Law Global Amendment" agreement, which would (now the GDF SUEZ Alliance GIE) to the most significant SUEZ amend certain financing documents to which GDF SUEZ is party; subsidiaries that are not members of the Suez Alliance GIE, in order

dispute resolution clauses in English law. As the lead company of the Group, GDF SUEZ is the ultimate As the refinancing transaction described above was not guarantor vis-à-vis its subsidiaries for any debts they may incur and implemented, the aforementioned agreements were not signed. that may exceed the share borne by the member company acting as guarantor.

This agreement had no impact on fiscal year 2014.

Director concerned

The Agreement grants SIG the standard rights to which a Edmond Alphandéry, Director of GDF SUEZ and of Crédit Agricole non-controlling shareholder is entitled. CIB.

This shareholders' agreement continued unchanged in 2014. As mentioned in the paragraph B.1.2.1 "Agreements and commitments approved by the Shareholders' Meeting", Nord B.1.2.3. With GDF SUEZ Group companies that are members Stream AG is a Swiss company formed for the purpose of building of the GDF SUEZ Alliance GIE and operating two offshore natural gas pipelines extending across Director concerned the Baltic Sea from Russia to Germany. The project financing has

Energy Services. Project financing for Phase I was authorized by the board of GIE (now the GDF SUEZ Alliance GIE) board of directors on January 13, 2011, following a number of

incur any, and which may exceed their share. Terms Agreement and the Phase II Common Terms Agreement (the "Bond Issue"). The Bond Issue would be conducted via a BNP This agreement had no impact on fiscal year 2014. Paribas multi-issuer vehicle ("Aquarius"). Aquarius is an ad hoc B.1.2.4. With GDF SUEZ Group companies that are not vehicle based in Ireland and managed by a BNP Paribas members of the GDF SUEZ Alliance GIE independent board of directors. Aquarius would issue fixed-rate Director concerned bonds with a maturity of 15 years via its existing bond program and would give Nord Stream AG the proceeds of the Bond Issue in Gérard Mestrallet, Chairman and Chief Executive Officer of Nord Stream AG would use the sums thus made available to Vice-Chairman of the board of directors of Aguas de Barcelona. refinance the Phase I commercial loans.

• to facilitate their financing. An "English Law Dispute Resolution" agreement, to amend

B.2.2. With the Suez Environnement Company (in which the sharing of pension obligations between GDF SUEZ and Suez an interest of 33.70% is held) Environnement.

balance was transferred in 2014. Gérard Mestrallet, Chairman and Chief Executive Officer of GDF SUEZ and Chairman of the board of directors of Suez b) Nature, purpose and terms: Amendment to the trademark Environnement Company, Jean-François Cirelli, Vice-Chairman and license agreement and transition agreement regarding President of GDF SUEZ and Director of Suez Environnement external purchases

a) Nature, purpose and terms: Sharing of pension obligations Environnement Company along with the other shareholders in the between GDF SUEZ and Suez Environnement Company agreement, of which 35% was held by SUEZ alone.

In connection with the non-renewal of the Shareholders' Agreement, As mentioned in paragraph B.1.1.2 "Agreements and commitments which expired on July 22, 2013 and had been approved by the approved in previous years", from part B of this report, this board of directors at its meeting of December 5, 2012, GDF SUEZ agreement expired on July 22, 2013, resulting in the loss of control no longer controls Suez Environnement Company and its of Suez Environnement Company by GDF SUEZ. This change in the

meeting of July 31, 2013. The Board also made plans to sign two Environnement made it necessary to conclude an agreement to important agreements relating to the "Suez" brand and external avoid a situation whereby no account is taken, when calculating the purchasing. pension rights resulting from the supplementary defined benefit plans, known as "TC and TD", of a portion of the working periods of The board of directors' meeting of September 25, 2013 examined employees who spent their careers at both the GDF SUEZ and the and unanimously authorized these agreements signed on October Suez Environnement groups. 1, 2013, which respectively provide for: 4

This agreement stipulates that working periods completed at the an addendum to the trademark license agreement, under whose GDF SUEZ Group until July 22, 2013 will be taken into account in specific terms GDF SUEZ has the right to terminate the the calculation of rights by the Suez Environnement Group, and that trademark license agreement if GDF SUEZ ceases to hold an interest of more than 20% in Suez Environnement Company, or if those working periods at the Suez Environnement Group until July

This agreement provides for the evaluation of employee benefits for withdraw the right to use the name "Suez"; each of the two groups and outlines the procedures used to transfer As a reminder, the trademark license agreement, signed in 2008, the credit balance to the Suez Environnement Group in the amount concerned the concession by SUEZ to Suez Environnement for

At its meeting of February 26, 2014, the board of directors non-exclusive and free basis the "Suez" trademark under its corporate name, and in other specific trademarks; unanimously approved the conclusion of the aforementioned agreement, giving full powers to the Chairman and Chief Executive the transition agreement concerning external purchases for a Officer and to the Vice-Chairman and President, with the authority limited period, i.e. until July 31, 2015, which will allow both companies to retain their critical mass, generating significant to sub-delegate, to sign said agreement, to sign any other related

Directors concerned The agreement was signed on March 5, 2014 and the credit

Company until November 11, 2014, and Isabelle Kocher, Executive A shareholders' agreement was signed in June 2008, just before the Vice-President and Director of Suez Environnement Company since merger of Suez and Gaz de France, for a period of five years from November 12, 2014. July 22, 2008; it enabled control of 48% of the capital of Suez

subsidiaries ("Suez Environnement Company"). situation led to a revision of the governance of Suez Environnement Company, which was reviewed by the board of directors at its The change in the relationship between GDF SUEZ and Suez

another shareholder (or several shareholders acting together) 22, 2013 will be taken into account in the calculation of rights by the holds more than 20% of the capital and said other shareholder GDF SUEZ Group, provided that these working periods created holds more than the GDF SUEZ interest. In this event, the Group rights pursuant to pension regulations under the version in effect on would have the right to terminate the trademark license July 22, 2013. agreement after providing 12 months' notice, and thus to

of €59,266. five years, with automatic renewal, the right to use on a

reductions, and to leverage both volumes and synergies with documents and, generally, to do whatever is necessary as regards regard to external suppliers.

Neuilly-sur-Seine and Paris-La Défense, March 3, 2015 The statutory auditors French original signed by DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Véronique Laurent Pascal Macioce Charles-Emmanuel Chosson

4.4.2 Transactions with related parties

See Note 25 of the Consolidated Financial Statements.

4.4.3 Service contracts binding members of corporate governance bodies

To GDF SUEZ' knowledge, there is no service contract binding members of the Company's management bodies or any of its subsidiaries that provides for benefits to be granted under such a contract

4.5 COMPENSATION AND BENEFITS OF MEMBERS OF CORPORATE GOVERNANCE AND MANAGEMENT BODIES

This chapter was prepared in coordination with the Appointments and Compensation Committee.

4.5.1 Compensation of executive management and corporate officers

Compensation of corporate officers is determined by the Board of Isabelle Kocher was appointed Deputy CEO on November 12, Directors based on the Appointments and Compensation 2014. The Board decided to maintain the compensation and Committee's proposals. It is the subject of a presentation and an benefits package awarded to her as Chief Financial Officer until the advisory vote ("say on pay") at the Annual Shareholders' Meeting in end of the year. Her compensation was therefore not changed accordance with the recommendations of the Afep-Medef Code. following her appointment as Deputy CEO on November 12, 2014

31, 2014. Details of the compensation and benefits awarded to and Compensation Committee, and relies in particular on specific Isabelle Kocher in 2014, as well as her elements of compensation studies undertaken by an external specialist firm in this field.

for 2015, can be found in section 4.5.1.9 below. In its recommendations to the Board of Directors, the Appointments 4.5.1.1 Fixed compensation and Compensation Committee seeks to propose a compensation policy in line with the practices of comparable major international groups for similar positions, based on a benchmark carried out by a specialized external firm, which includes companies listed on the Fixed compensation in 2014 CAC40, Eurostoxx 50 (excluding companies in the financial sector), The 2014 fixed compensation of Gérard Mestrallet remains and Eurostoxx Utilities indices. unchanged since 2009 (€1,400,000).

Stringent quantitative and qualitative performance criteria are set, The suspended employment contract of Gérard Mestrallet was both for the variable portion of compensation and for long-term terminated on his initiative upon his reappointment as Chairman and incentive plans, helping to maintain a link between the Group's CEO on April 23, 2012. He requested the liquidation of his performance and the compensation of its directors in the short, retirement benefit rights and, at his request, the total of his

In accordance with the recommendations of the Afep-Medef Code from the Caisse Nationale d'Assurance Vieillesse (CNAV) and the on compensation policy, to which the Company adheres, the mandatory supplementary State schemes from ARRCO and AGIRC

- otherwise; €4,533.

and her employment contract remained in force through December The compensation policy is reviewed annually by the Appointments

medium and long-term. retirement benefit rights under the general State retirement scheme compensation of the two corporate officers includes: are deducted from the amount paid by GDF SUEZ; thus, the total fixed compensation paid in 2014 by GDF SUEZ to Gérard Mestrallet a fixed portion (see 4.5.1.1); this fixed amount remains was €1,309,531, plus the mandatory State retirement amount unchanged, unless the Board of Directors, upon recommendation (€90,469), making a total of €1,404,533 including benefits in kind of of the Appointments and Compensation Committee, decides

a variable portion, balanced relative to total compensation, which The fixed compensation of Jean-François Cirelli remained aims to reflect the executive's personal contribution to the unchanged in 2014 (€1,000,000). Jean-François Cirelli's role as Group's development and results (see 4.5.1.2); Vice-Chairman and President ended on November 11, 2014; a long term incentive in the form of Performance Units (see therefore, his total fixed compensation in 2014, paid on a prorated 4.5.1.3), subject to performance conditions. basis for the actual term of corporate office, amounted to €866,915, including benefits in kind of €2,883.

Since November 12, Jean-François Cirelli has, through a consulting Committee, set – based on the above - the variable compensation firm, undertaken a three-month assignment to facilitate the for 2013 as follows: succession into his previous role as manager of the Energy Europe for Gérard Mestrallet: €1,630,174(1) compared with €1,600,000 business line. For this assignment, he received, in 2014, for 2012; consultancy fees amounting to €192,000. In addition, as part of a for Jean-François Cirelli: €892,700(2) compared with €840,000 for fixed-term arrangement, the Group continues to benefit from 2012.

its shareholders, the two corporate officers waived 50% of their The fixed compensation of Gérard Mestrallet for 2015 remains variable compensation for 2013, which therefore amounted to: unchanged (€1,400,000).

4.5.1.2 Variable compensation for Jean-François Cirelli: €446,000.

The structure of the variable compensation paid in 2014 for the into two components: a quantitative component (70%) and a 2013 fiscal year is broken down into two components: a quantitative qualitative component (30%).

For the quantitative component, the criteria used are based 50% on Recurring net income, Group Share per share and 50% on free Recurring net income, Group Share per share and 50% free cash cash flow, ROCE and net debt (each for one-sixth). The quantitative flow, ROCE and net debt (each for one-sixth). The quantitative targets for 2014 were based on the Group's projected budget as targets for 2013 were based on the Group's projected budget as presented to the Board of Directors on February 26, 2014. presented to the Board of Directors on December 5, 2012. For the qualitative component, the criteria used are: 4

• definition and implementation of a Group "Services" strategy; involving the business lines; and overseeing the contribution by

recommendation of the Appointments and Compensation

-

Jean-François Cirelli's expertise, specifically on issues of securing However, in light of the difficult situation of the energy sector in gas supplies. Europe, and its impact on the Group (including the efforts required Fixed compensation in 2015 from employees under the Perform 2015 performance plan) and on

- for Gérard Mestrallet: €815,000;

Variable compensation for 2014

Variable compensation for 2013 Variable compensation for 2014, to be paid in 2015, is structured

component (70%) and a qualitative component (30%). For the quantitative component, the criteria used are based 50% on

• For the qualitative component, the criteria used are: for Gérard Mestrallet: effectiveness in driving forward a strong for Gérard Mestrallet: monitoring the ROCE per business line; European energy policy; development of new corporate social establishing a proactive R&D policy involving the business lines; responsibility initiatives for the Group; establishment of a overseeing the Group's social and environmental responsibilities; determined and proactive innovation policy, also involving the managing CAPEX and general and administrative expenses business lines, with the creation of major Group-wide programs (G&A); and meeting Group health and safety targets; with clearly-stated priorities; setting up of an "Innovation and New Business" policy and assessment of the preliminary results; for Jean-François Cirelli: redefining the business model of the Energy Europe business line; establishing a proactive R&D policy establishment of a global renewable energy organization;
• the Energy Europe business line and the Purchasing organization for Jean-François Cirelli: effective restructuring and reorganization to the Perform 2015 performance plan. of the Energy Europe business line's activities; definition of the future scope of this business and steps to achieve it; In 2013, Gérard Mestrallet's target bonus was set at 130% of his establishment of a determined and proactive innovation policy fixed compensation and capped at 150%. JeanFrançois Cirelli's also involving the business lines, with the creation of major target bonus was set at 100% and capped at 120%. Group-wide programs with clearly-stated priorities. At its meeting of February 26, 2014, the Board of Directors, on the

(1) For the quantitative component (representing 70% of variable compensation), the results achieved were: Recurring net income, Group share per share (1/2): 92.3% ROCE (1/6): 90.3%

Free cash flow (1/6): 120%

Net debt (1/6): 59.5%

In total, the variable portion for quantitative elements amounted to 91.1% of 70%. For the qualitative component (representing 30% of variable compensation), the Board of Directors determined that Gérard Mestrallet had met his criteria at a rate of 86%.

(2) The quantitative criteria and results achieved are identical to those presented in Note 1 above for Gérard Mestrallet. For the qualitative component (representing 30% of variable compensation), the Board of Directors determined that Jean-François Cirelli had met his criteria at a rate of 85%.

In 2014, Gérard Mestrallet's target bonus was set at 130% of his The quantitative criteria and the percentages of target and fixed compensation and capped at 150%. JeanFrançois Cirelli's maximum variable compensation for 2014 have been renewed for target bonus was set at 100% and capped at 120%. 2015.

Based on the above, and on the recommendation of the Appointments and Compensation Committee, the Board of 4.5.1.3 Long-term incentive compensation Directors at its meeting of February 25, 2015, set the variable (Performance Units) compensation for 2014 as follows:

-

However, in light of the difficult situation of the energy sector in Directors decided that the long-term incentive may not exceed 40% Europe, and its impact on the Group (including the efforts required of the total compensation of the corporate officers.

• for Gérard Mestrallet: €379,830 against €815,000 in 2013; 2012 and partially waived in 2013).
• for Jean-François Cirelli: €125,160 against €446,000 in 2013.

At its meeting of December 10, 2014, the Board of Directors Performance Units (valuation of €1,672,500) to Gerard Mestrallet as decided to set the following target variable compensation in respect part of his 2014 package.

In addition, on the recommendation of the Appointments and The characteristics of the Performance Units Plan are: Compensation Committee, the Board of Directors decided to Performance Units vest in full after three years (March 2018), after increase the proportion of the two corporate officers' 2015 variable which the beneficiary may freely exercise them, with fractional compensation that is based on qualitative criteria to 40%, (from exercises being possible; 30% previously), and to reduce the quantitative component to 60% (from 70% previously).

The Appointments and Compensation Committee, following the for Gérard Mestrallet: €1,723,830(1) versus €1,630,174 for 2013 recommendations of the Afep-Medef Code which seeks to increase (€815,000 actually paid after waiver of 50% of his variable the long-term engagement of corporate leaders, recommended to compensation); the Board of Directors that the compensation of corporate officers for Jean-François Cirelli: €977,160(2) versus €892,700 for 2013 should include a long-term incentive, provided that it is reasonable (€446,000 actually paid after waiver of 50% of his variable and subject to stringent performance conditions, comparable to compensation). those of other beneficiaries. On December 6, 2011, the Board of

from employees under the Perform 2015 performance plan) and on The Appointments and Compensation Committee proposed a its shareholders, the two corporate officers waived 30% of their total long-term incentive plan to the Board for 2014 in the form of target compensation for 2014, with this amount being deducted in Performance Units with the same characteristics as the plans for the first instance from the variable portion, which then came to: 2012 and 2013 (which the corporate officers had fully waived in

Performance Units for 2014

Variable compensation for 2015 On December 10, 2014 the Board of Directors awarded 150,000

of 2015, after waiver by Gérard Mestrallet of a portion of his variable The valuation of Performance Units is explained in note (1) under compensation: €476,000 (after waiver of €1,344,000). section 4.5.1.7 below.

(1) For the quantitative component (representing 70% of variable compensation), the results achieved were: Recurring net income, Group share per share (1/2): 107.59% ROCE (1/6): 64.25% Free cash flow (1/6): 103.65% Net debt (1/6): 102.66% In total, the variable portion for quantitative elements amounted to 98.8% of 70%. For the qualitative component (representing 30% of variable compensation), the Board of Directors decided that Gérard Mestrallet had met his criteria at a rate of 85%.

(2) The quantitative criteria and results achieved are identical to those presented above for Gérard Mestrallet. For the qualitative component (representing 30% of variable compensation) and taking into consideration changes that have occurred in 2014 as well as his role in the GDF SUEZ merger and his subsequent contribution, the Board of Directors has set the quantitative rate for Jean-François Cirelli at 95%.

- final vesting is subject to a three-fold performance condition, with 4.5.1.4 Retirement plans each criterion counting for one-third(1):

-

• been met; 2012 (reference year for the liquidation of rights).

On December 10, 2014 the Board of Directors decided an award of 150,000 Performance Units to Gerard Mestrallet for 2015.

Gérard Mestrallet is not covered by an individual retirement benefit - Total Shareholder Return (TSR: stock market performance, reinvested dividend) of the GDF SUEZ share compared to the plan. In addition to mandatory State retirement schemes, he TSR of companies included in the Eurostoxx Utilities index benefits from collective supplementary pension benefits given to (Eurozone) for the period December 2017 - January 2018 employees of the former SUEZ Group, which he joined in 1984. compared to November - December 2014, Gérard Mestrallet was reappointed as Chairman and CEO on - Recurring net income, Group Share for the 2016 and 2017 April 23, 2012 and therefore his employment contract, which was fiscal years, compared to the budgeted Recurring net income, automatically suspended when he became corporate officer, was Group Share for these same years (pro forma), terminated at his initiative, in accordance with the Afep-Medef - 2017 ROCE, compared to the target 2017 ROCE of the Code. Gérard Mestrallet requested the liquidation of his retirement medium-term business plan presented to the Board of pension rights under the general State retirement scheme from the Directors on February 25, 2015; CNAV, the mandatory supplementary State schemes from ARRCO upon exercise, the Performance Unit's value is based on the and AGIRC and the collective supplementary company pension weighted average daily share price published after the request to plans, but, for the duration of his current position, he declined to exercise. This method reduces the effects of volatility inherent in a receive any annuity payments due under the collective closing or opening price; supplementary pension plans. The annual annuity resulting from obligation to reinvest, in GDF SUEZ shares, two-thirds of the net collective supplementary pension plans from which Gérard amount paid, until the shareholding target (equal to two years' Mestrallet shall benefit (once he no longer holds his current position) fixed compensation for corporate officers, see 4.5.5.1 below) has will amount to €831,641, or 28% of his reference compensation in

maintenance of rights in the event of death, retirement, disability Jean-François Cirelli is covered by a mandatory statutory retirement (2nd or 3rd category under Article L. 341-4 of the French Social plan, which is defined by the national statute of employees of the Security Code); it is expressly indicated that the end of the term Electricity and Gas Industries (EGI), implemented under the of office resulting from reaching the maximum age provided in the company's bylaws shall be treated as retirement; Nationalization Act of April 8, 1946, and the Decree of June 22, 4 1946. This retirement plan is managed by the Caisse Nationale des in case of death, the performance conditions shall be deemed Industries Électriques et Gazières. The amount of retirement benefits fully satisfied. The heirs would have a period of six months from paid based on a career affiliated with the EGI's special retirement the date of death to exercise the Performance Units. After this plan is proportional to the end-of-career compensation, excluding period the Performance Units will irrevocably lapse; bonuses, in the Electricity and Gas Industries. The proportionality in case of termination of office or of an employment contract for coefficient is equal to the number of years' service in the Electricity any other reason, the rights will lapse, unless otherwise decided and Gas Industries, multiplied by 75% of the required length of by the Board of Directors. service (currently 41 years and 6 months), i.e., 1.81% per year of Performance units for 2015 service in the Electricity and Gas Industries.

(1) Details of the performance conditions:

(a) external condition related to the Total Shareholder Return (TSR) (stock market performance, reinvested dividend) of the GDF SUEZ share compared with the TSR of companies included in the Eurostoxx Utilities Index (Eurozone)

• GDF SUEZ TSR ≤ 90% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 0%.
• GDF SUEZ TSR = 100% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 70%.
• GDF SUEZ TSR ≥ 103% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 100%.
• For intermediary results (from 90% to 100% and from 100% to 103%): progressive and linear success rate.
• To smooth out the possible effects of volatility (gain or loss), the TSR will be calculated by taking the average of the GDF SUEZ TSR (stock market performance, reinvested dividend) and that of the Eurostoxx Utilities (Eurozone) companies over two months, namely December 2017 to January 2018, versus November to December 2014.

Recurring net income, Group share 2016+2017 ≥ target Recurring net income, Group share 2016+2017: success rate of 100%.

ROCE 2017 < 2017 ROCE threshold (ROCE threshold = 90% of target ROCE): success rate of 0%.

• 2017 ROCE = 2017 ROCE threshold: success rate of 33%.
• 2017 ROCE = target 2017 ROCE: success rate of 100%.
• Progressive and linear success rate from 33%.

⁽b) Internal condition related to recurring net income, Group share for 2016 and 2017 vs. the target recurring net income, Group share for the same years (pro forma):

Recurring net income, Group share 2016+2017 < Recurring net income, Group share threshold 2016+2017 (Recurring net income, Group share threshold = 90% of the target Recurring net income, Group share): success rate of 0%.

Recurring net income, Group share 2016+2017 = Recurring net income, Group share threshold 2016+2017: success rate of 33%.

⁽c) Internal condition related to the 2017 ROCE compared to the target 2017 ROCE in the medium term business plan (MTBP) presented to the Board of Directors on February 25, 2015:

Success rates (from 0% to 100%) will be calculated for each condition and an overall rate established by an arithmetic mean of the three conditions.

4.5.1.5 Employment contract, special retirement plans, severance pay and no-competition clause

	Employment contract	Supplementary retirement plan	Compensation or benefits due or that may become due on termination or change of function	Compensation due under a no-competition clause
Gérard Mestrallet	No	No(1)	No	No
Chairman and Chief Executive Officer
Jean-François Cirelli(2)	No	No(1)	No	No
Vice-Chairman and President

(1) See 4.5.1.4.

(2) Corporate officer until November 11, 2014.

GDF SUEZ does not currently offer any signing bonus or compensation for the loss of office to corporate officers. Neither is any compensation payable to corporate officers under no-competition clauses.

4.5.1.6 Summary of compensation of each corporate officer

	2014		2013
In euros	Amount due in 2014	Amount paid in 2014	Amount due for 2013	Amount paid in 2012
Gérard Mestrallet
Chairman and Chief Executive Officer
Fixed compensation	1,400,000(1)	1,400,000(1)	1,400,000(1)	1,400,000(1)
Variable compensation(2)	379,830	815,000	815,000	1,600,000
Exceptional compensation	0	0	0	0
Directors' fees	0	0	0	0
Benefits in kind(3)	4,533	4,533	4,533	4,533
TOTAL	1,784,363	2,219,533	2,219,533	3,004,533
Jean-François Cirelli
Vice-Chairman and President
(until November 11, 2014)
Fixed compensation	864,032	864,032	1,000,000	1,000,000
Variable compensation(2)	125,160	446,000	446,000	840,000
Exceptional compensation	0	0	0	0
Directors' fees	0	0	0	0
Benefits in kind(4)	2,883	2,883	3,836	3,836
TOTAL	992,075	1,312,915	1,449,836	1,843,836

(1) Including CNAV, ARRCO and AGIRC.

(2) The total amount of variable compensation due for 2013 was determined on February 26, 2014 and paid in March 2014. The total amount of variable compensation due for 2014 was determined on February 25, 2015 and paid in March 2015.

(3) Benefits in kind include: vehicle.

(4) Benefits in kind include: energy and vehicle.

4.5.1.7 Summary of compensation for each corporate officer

In euros	2014	2013
Gérard Mestrallet
Chairman and Chief Executive Officer
Compensation due for the fiscal year (detailed in the preceding table)	1,784,363	2,219,533
Valuation of options granted for the fiscal year	0	0
Valuation of Performance Shares granted for the fiscal year	0	0
Valuation of Performance Units granted during the year	1,672,500(1)	630,000(2)
TOTAL	3,456,863	2,849,533
Jean-François Cirelli
Vice-Chairman and President
(until November 11, 2014)
Compensation due for the fiscal year (detailed in the preceding table)	992,075	1,449,836
Valuation of options granted for the fiscal year	0	0
Valuation of Performance Shares granted for the fiscal year	0	0
Valuation of Performance Units granted during the year	0	420,000(2) (3)
TOTAL	992,075	1,869,836

(1) The valuation of Performance Units, based on a model provided by an external specialist firm, is based on an approach used for all of its client companies to obtain comparable valuations. It uses the parameters and assumptions consistent with the principles of IFRS, but takes into account all possible performance conditions (external and internal), not limited to "market" performance conditions as in IFRS 2. This valuation also takes into account the share price, the annual expected dividend yield, historical share price volatility, the risk-free rate, a three-year maturity, a three-year vesting period and an estimated lifespan of 4.5 years. Thus, the valuation used for Performance Units granted in 2014 is €11.15. This valuation is theoretical, to the extent that the final vesting of Performance Units (three years after the grant date) depends on the achievement of stringent and demanding performance conditions. Thus, 87,000 Performance Shares granted to Gérard Mestrallet for 2010 were at the time of grant valued at €1,706,070; in reality, only 12,711 Performance Shares were delivered to Gérard Mestrallet in March 2014, for a value of €240,937.

(2) The main terms of the Performance Units grant for 2013 are presented on pages 140 and 141 of the 2013 Registration Document.

(3) It was decided that the rights of Jean-François Cirelli to Performance Units that had been granted to him for 2013 will be maintained despite the termination of his duties as a corporate officer.

4.5.1.8 Elements of compensation due or awarded for 2014 to each corporate officer of the Company, subject to the consultative vote of shareholders

In accordance with the recommendations of Article 24.3 of the compensation associated with the commencement or termination Afep-Medef Code to which the Company adheres pursuant to of duties; Article L. 225-37 of the French Commercial Code, the following supplementary retirement plan; and; elements of compensation due or awarded to each corporate officer benefits of any kind. of the Company, for the fiscal year ended, are subject to the shareholders' consultative vote:

- Gérard Mestrallet, Chairman and Chief Executive Officer; determination of this variable portion;

- November 11, 2014. stock options, performance shares and any other long-term compensation;

-

Accordingly, it will be proposed at the Annual Shareholders' the fixed portion; Meeting of April 28, 2015 to express an opinion on the following the annual variable portion and, where appropriate, the multi-year elements of the compensation due or awarded for 2014: variable portion, together with the objectives contributing to the

• Jean-François Cirelli, Vice-Chairman and President until exceptional compensation;

ELEMENTS OF COMPENSATION DUE OR AWARDED FOR 2014 TO GÉRARD MESTRALLET, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Type of compensation	Amount	Comments
Fixed compensation	€1,400,000	The fixed compensation of Gérard Mestrallet remained unchanged in 2014. The suspended employment contract of Gérard Mestrallet was terminated on his initiative upon his reappointment as Chairman and CEO on April 23, 2012. He requested the liquidation of his retirement benefit rights and, at his request, the total of his retirement benefit rights under the general State retirement scheme from the Caisse Nationale d'Assurance Vieillesse (CNAV) and the mandatory supplementary State schemes from ARRCO and AGIRC is deducted from the amount paid by GDF SUEZ in such a way that the total fixed compensation paid in 2014 by GDF SUEZ to Gérard Mestrallet was €1,309,531, plus the mandatory retirement amount (€90,469), making a total of €1,404,533 including benefits in kind of €4,533.
Variable compensation	€379,830	The structure of variable compensation of Gérard Mestrallet for 2014, and to be paid in 2015, is broken down into two components: a quantitative component (70%) and a qualitative component (30%). For the quantitative component, the criteria used are based 50% on Recurring net income, Group Share per share and 50% free cash flow, ROCE and net debt (each for one-sixth). The quantitative targets for 2014 were included in the Group's projected budget as presented to the Board of Directors on February 26, 2014. For the qualitative component, the criteria used are: effectiveness in driving forward a strong European energy policy; development of new corporate social responsibility initiatives for the Group; establishment of a determined and proactive innovation policy also involving the business lines, with the creation of major Group-wide programs with clearly-stated priorities; setting up of an "Innovation and New Business" policy and assessment of the preliminary results; establishment of a global renewable energy organization; definition and implementation of a Group "Services" strategy. In 2014, Gérard Mestrallet's target variable compensation was set at 130% of his fixed compensation, and capped at 150%.
		At its meeting of February 25, 2015, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, set the variable compensation for 2014 of Gérard Mestrallet at €1,723,830.
		However, in light of the difficult situation of the energy sector in Europe, and its impact on the Group (including the efforts required from employees under the Perform 2015 performance plan) and on its shareholders, Gérard Mestrallet waived 30% of his total target compensation for 2014, or €1,344,000. This amount was deducted in the first instance from his variable compensation, which then came to €379,830, compared to €815,000 for 2013.
Variable multi-year compensation	None	Gérard Mestrallet receives no variable multi-year compensation.
Directors' fees	None	Gérard Mestrallet receives no Directors' fees.
Exceptional compensation	None	Gérard Mestrallet receives no exceptional compensation.

CORPORATE GOVERNANCE

4.5 COMPENSATION AND BENEFITS OF MEMBERS OF CORPORATE GOVERNANCE AND MANAGEMENT BODIES

Type of compensation	Amount	Comments
Allocation of stock options, performance shares and any other long-term compensation	Valuation(1): €1,672,500	On December 10, 2014 the Board of Directors awarded 150,000 Performance Units (valued at €1,672,500) to Gerard Mestrallet as part of his 2014 package.
		Performance Units vest in full after three years (March 2018), after which the beneficiary may freely exercise them, with fractional exercises being possible.
		Final vesting is subject to a three-fold performance condition, with each criterion counting for one-third:
		• Total Shareholder Return (TSR: stock market performance, reinvested dividend) of the GDF SUEZ share compared to the TSR of companies included in the Eurostoxx Utilities index (Eurozone) for the period December 2017-January 2018 compared to November-December 2014;
		• Recurring net income, Group Share for fiscal years 2016 and 2017, compared to the budgeted Recurring net income, Group Share for these same years (pro forma);
		• 2017 ROCE, compared to the target 2017 ROCE of the medium-term business plan presented to the Board of Directors on February 25, 2015.
		Success rates (from 0% to 100%) will be calculated for each condition and an overall rate established by an arithmetic mean of the three conditions.
		On December 6, 2011, the Board of Directors decided that the value of this component of compensation should not exceed 40% of the total compensation.
Compensation associated with the commencement or termination of office	None	Gérard Mestrallet receives no compensation associated with the commencement or termination of office. Isabelle Kocher's employment contract, which has been suspended with effect January 1,2015, does not contain any specific compensation under a non competition clause or associated with termination of office. Any GDF SUEZ Management Commpany employee is entitled to compensation upon termination of the employment contract, as provided by the terms of the GDF SUEZ Management Company social agreement.
Supplementary retirement plan	No payments	Gérard Mestrallet is not covered by an individual retirement benefit plan. In addition to mandatory State retirement schemes, he benefits from collective supplementary pension benefits given to employees of the former SUEZ Group, which he joined in 1984. Gérard Mestrallet was reappointed as Chairman and CEO on April 23, 2012 and therefore his employment contract, which was automatically suspended when he became corporate officer, was terminated at his initiative, in accordance with the Afep-Medef Code. Gérard Mestrallet requested the liquidation of his retirement pension rights under the general State retirement scheme from the CNAV, the mandatory State supplementary schemes from ARRCO and AGIRC and the collective company supplementary pension plans, but, for the duration of his current position, he declined to collect any annuity payments resulting from collective supplementary pension plans. The annual annuity resulting from collective supplementary pension plans from which Gérard Mestrallet shall benefit (once he no longer holds his current position) will amount to €831,641, representing 28% of his 2012 reference compensation (reference year for the liquidation of rights).
Benefits in kind	€4,533	Gérard Mestrallet has the beneficial use of a company vehicle.

(1) See note on this theoretical valuation in Section 4.5.1.7 of the 2014 Registration Document.

ELEMENTS OF COMPENSATION DUE OR AWARDED FOR 2014 TO JEAN-FRANÇOIS CIRELLI, VICE-CHAIRMAN AND PRESIDENT (UNTIL NOVEMBER 11, 2014)

Type of compensation	Amount	Comments
Fixed compensation	€866,915	The fixed compensation of Jean-François Cirelli remained unchanged in 2014 (€1,000,000). Jean-François Cirelli's role as Vice-Chairman and President ended on November 11, 2014; therefore, his total fixed compensation in 2014, paid on a prorated basis for the actual term of his duties as a corporate officer, amounted to €866,915, including benefits in kind of €2,883.
Variable compensation	€125,160	The structure of variable compensation of Jean-François Cirelli for 2014, and to be paid in 2015, is broken down into two components: a quantitative component (70%) and a qualitative component (30%). For the quantitative component, the criteria used are based 50% on Recurring net income, Group Share per share and 50% free cash flow, ROCE and net debt (each for one-sixth). The quantitative targets for 2014 were included in the Group's projected budget as presented to the Board of Directors on February 26, 2014. For the qualitative component, the criteria used are: effective restructuring and reorganization of the Energy Europe business line's activities; definition of the future scope of this business and steps to achieve it (type of activity and geographical location); establishment of a determined and proactive innovation policy also involving the business lines, with the creation of major Group-wide programs with clearly-stated priorities. In 2014, Jean-François Cirelli's target variable compensation was set at 100% of his fixed compensation and capped at 120%. At its meeting of February 25, 2015, the Board of Directors, on the
		recommendation of the Appointments and Compensation Committee, set the variable compensation of Jean-François Cirelli for 2014 at €977,160.
		However, in light of the difficult situation of the energy sector in Europe, and its impact on the Group (including the efforts required from employees under the Perform 2015 performance plan) and on its shareholders, Jean-François Cirelli waived 30% of his total target compensation for 2014, or €852,000. This amount was deducted primarily from his variable compensation, which then came to €125,160, compared to €446,000 for 2013.
Variable multi-year compensation	None	Jean-François Cirelli receives no variable multi-year compensation.
Directors' fees	None	Jean-François Cirelli receives no Directors' fees.
Exceptional compensation	None	Jean-François Cirelli receives no exceptional compensation.
Allocation of stock options, performance shares and any other long-term compensation	None	None
Compensation associated with the commencement or termination of office	None	Jean-François Cirelli receives no compensation associated with the commencement or termination of office.
Supplementary retirement plan	No payments	Jean-François Cirelli is covered by a mandatory, special statutory retirement plan, which is defined by the national statute of employees of the Electricity and Gas Industries (EGI), implemented under the Nationalization Act of April 8, 1946, and the Decree of June 22, 1946. This retirement plan is managed by the Caisse Nationale des Industries Électriques et Gazières. The amount of retirement benefits paid based on a career affiliated with the EGI's special retirement plan is proportional to the end-of-career compensation, excluding bonuses, in the Electricity and Gas Industries. The proportionality coefficient is equal to the number of years' service in the Electricity and Gas Industries, multiplied by 75% of the required length of service (currently 41 years and 6 months), i.e., 1.81% per year of service in the Electricity and Gas Industries.
Benefits in kind	€2,883	Jean-François Cirelli benefits from an energy price discount and a vehicle.

4.5.1.9 Compensation and benefits due or awarded to Isabelle Kocher

Isabelle Kocher was appointed Deputy CEO and Chief Operating The Board of Directors has approved maintaining the Officer on November 12, 2014. The Board decided to maintain the supplementary group retirement, healthcare and benefits plans compensation and benefits package awarded to her as Chief awarded to Isabell Kocher before her employment contract was Financial Officer until the end of the year. Her compensation was suspended. therefore not changed following her appointment as Deputy CEO on Isabelle Kocher's rights will be aligned with France's draft law on November 12, 2014 and her employment contract remained in growth, activity and equality of economic opportunity (Macron Act).

In 2014, the compensation and benefits awarded to Isabelle Kocher specifically stated that the annual increase in the conditional rights

-

• SUEZ Management Company compensation: (1).

Isabelle Kocher's employment contract was suspended as of Fixed compensation of €900,000 January 1, 2015. As stated in the annual report of the High Target variable compensation of €681,500 (after waiver of 4 Corporate Governance Committee (October 2014), the €418,500) recommendation of Article 22 of the AFEP-MEDEF Code to An allocation of 61,121 Performance Units (after waiver of 38,879 terminate the employment contract of an employee when he or she Performance Units). becomes a corporate officer does not apply to deputy chief The Board decided to raise the share of corporate officers' variable executive officers. Isabelle Kocher's suspended employment compensation for 2015 based on qualitative criteria accounting for contract does not provide for any particular non-compete 40% (compared to 30% previously) and therefore reducing the consideration or severance pay. All employees of GDF SUEZ share of quantitative criteria to 60% (compared to 70% previously). Management Company benefit from employment contract The quantitative criteria applicable to corporate officers for 2014 will termination payments, in accordance with the GDF SUEZ be used to define the variable compensation for 2015. Management Company labor agreements. It is reiterated that there Isabelle Kocher's compensation and benefits package for 2015 will is no system of hiring bonuses or golden parachutes for corporate be submitted to a consultative vote at the Shareholders' Meeting officers at GDF SUEZ and no compensation due under the

force through December 31, 2014. Pending the definitive adoption and implementation of this law, it is for the full year were as follows: to the defined-benefit supplementary pension annuity that Isabelle Fixed compensation of €601,708, including benefits in kind Kocher will benefit from as of January 1, 2015, will be capped at 3% of the annual compensation used as the basis for the annuity (company vehicle) totaling €1,708. calculation. In addition, the increase for 2015 of the defined-benefit Variable compensation of €690,000. pension plan that will apply to Isabelle Kocher is subject to An award of 35,000 Performance Shares (valued at €414,400). performance conditions defined and assessed by the Board on an These Performance Shares were granted under the 2014 stock annual basis. Accordingly, the increase for 2015 is subject to the option plan, the main features of which are described in section arithmetic mean obtained after applying the following four criteria, all 4.5.5.3 below. equally weighted: Recurring net income per share, ROCE, FCF after In addition to legally-mandated retirement plans (CNAMTS, interest, and Net Debt(2). CNAV, ARRCO and AGIRC), the benefit of supplementary group

For 2015, the Board of Directors decided to set Isabelle Kocher's retirement plans (similar to those of the former SUEZ Group), healthcare and other benefits applicable to all employees of GDF compensation as follows, after she waived a portion of her variable

-

non-compete clauses. called to approve the financial statements for the year ended December 31, 2015.

(1) These plans are as follows:

• a defined-benefit plan based on gross annual compensation, with the following contribution rates: 5% bracket A (once the social security ceiling is reached), 8% bracket B (three times the social security ceiling), 5% bracket C (four times the social security ceiling) until June 30, 2014 and 8% from July 1, 2014 (uniform rates under Decree No. 2012-25 of January 9, 2012 and Circular No. DSS/SD5B/2013/344 of September 25, 2013); and - a defined-benefit plan that provides for payment of an annuity equal to the sum of the annual components of the annuity, based on 2% of the portion (referred to as bracket C) of gross annual compensation between four and eight times the social security ceiling, plus 4% of the portion (referred to as bracket D) of gross annual compensation between four and 50 times the social security ceiling, minus any annuities paid under other supplementary retirement plans, calculated on the basis of bracket C of the compensation.

The annuity from the plan cannot be less than a minimum of 20% of Bracket C and 30% of Bracket D of the average of the last 5 gross annual compensation amounts received by the beneficiary, or more than a maximum of 30% of Bracket C and 40% of Bracket D of the average of the same compensation amounts.

The application with no reduction of the minimum and maximum amounts is subject to the existence of at least 10 elements of annual annuity as defined above. Otherwise, the minimum and maximum amounts are reduced in proportion to 10.

The rights are "conditional" as the employees must be on the Group's payroll when the benefit is awarded under a legally mandated pension plan. This plan complies with the recommendations of the AFEP-MEDEF Code.

(2) If this average is (i) above 100%, the annual increase will be capped at 3%, (ii) equal to or less than 40%, the annual increase will be capped at 1% and (iii) above 40% but less than 100%, the percentage cap will be calculated on a straight-line basis between 1 and 3%.

4.5.2 Compensation of other senior officers (members of the General Management Committee and other members of the Executive Committee)

Compensation of executives who are not corporate officers The main purpose of the variable portion is to reward the (members of the General Management Committee and other contribution of executives to the Group's results. members of the Executive Committee) is composed of a fixed The variable portion paid in 2014 for 2013 was calculated based

Changes in the fixed portion of compensation are linked to specific share, ROCE, free cash flow and operating expenses), and 50% on changes in situation, expansion or significant change in qualitative criteria. responsibilities and to relative repositioning made necessary in view of internal equity or a clear discrepancy vis-à-vis the external market.

portion and a variable portion. 50% on economic criteria (recurring net income, Group share per

SUMMARY TABLE OF GROSS COMPENSATION, INCLUDING BENEFITS IN KIND, FOR EXECUTIVE DIRECTORS WHO ARE NOT EXECUTIVE CORPORATE OFFICERS (MEMBERS OF THE GENERAL MANAGEMENT COMMITTEE AND OTHER MEMBERS OF THE EXECUTIVE COMMITTEE) (1)

	2014	2013
Fixed (in euros)	7,007,822	8,542,432
Variable (in euros)	7,121,667	7,785,250
TOTAL (IN EUROS)	14,129,489	16,327,682
Number of members	19	27

(1) Compensation for the Executive Committee members is calculated excluding severance pay and taking into account the time served on the Executive Committee during the year (in 2013, one member for one month, six members for two months, one member for three months, one member for seven months, one member for eight months, one member for nine months, and one member for ten months; in 2014, one member for two months, one member for three months, and one member for ten months). The FTE number of Executive Committee members was 21.17 in 2013 and 19.77 in 2014.

4.5.3 Retirement provision

The total amount of retirement commitments for members of the The Group has a policy of funding pension obligations via Executive Committee was €114.2 million at December 31, 2014. managed assets without these being solely dedicated to the Note that this is an estimated amount, as these commitments are, pension liabilities of specific Executive Committee members. in principle, not made at an individual level.

4.5.4 Compensation of non-executive directors and non-voting directors

4.5.4.1 Directors and non-voting Directors appointed by the Shareholders' Meeting fees.

At the recommendation of the Appointments and Compensation Directors' fees allocation rules in accordance with Article 21.1 of the Committee, the Board of Directors, at its meetings of August 29, AFEP-MEDEF Code, which stipulates that the allocation rules must 2008, January 20, 2010 and December 6, 2011, established the include a predominant variable portion. rules for distributing the overall annual ceiling of directors' fees set The distribution rules are indicated below. (Note that the executive by the Gaz de France Shareholders' Meeting of July 16, 2008 amounting to €1.4 million, in line with an individual distribution corporate officers receive no Directors' fees for their participation in 4

Committee meetings. The same system applies to non-voting Directors' fees, which are deducted from the budget for directors'

At its meeting of December 11, 2013, the Board of Directors Upon motion of the Board of Directors, the Shareholders' Meeting decided, on the recommendation of the Appointments and sets the total annual amount of directors' fees to be distributed by Compensation Committee, with effect from January 1, 2014 and the Board among its members. without change to the overall celing of Directors' fees, to update

meetings of GDF SUEZ's Board of Directors). The distribution rules system of directors' fees, combining a fixed portion with a variable relating to 2013 and previous years are set out in the respective portion based on the attendance of Directors at Board and registration documents for these periods.

DISTRIBUTION OF DIRECTORS' FEES TO NON-EXECUTIVE DIRECTORS AND NON-VOTING DIRECTORS APPOINTED BY THE SHAREHOLDERS' MEETING

Director
• Fixed fee	15,000€ per year
• Variable fee, dependent on attendance	50,000€ if 100% attendance
Audit Committee
Chairman:
• Fixed fee	15,000€ per year
• Variable fee, dependent on attendance	40,000€ if 100% attendance
Committee member:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	20,000€ for 100% attendance
Strategy, Investment and Technology Committee
Chairman:
• Fixed fee	10,000€ per year
• Variable fee, dependent on attendance	25,000€ for 100% attendance
Committee member:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	15,000€ for 100% attendance
Ethics, Environment and Sustainable Development Committee
Chairman:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	20,000€ for 100% attendance
Committee member:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	15,000€ euros for 100% attendance
Appointments and Compensation Committee
Chairman:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	20,000€ for 100% attendance
Committee member:
• Fixed fee	5,000€ per year
• Variable fee, dependent on attendance	15,000€ for 100% attendance
Non-voting Director
• Fixed fee	20,000€ per year
• Variable fee, dependent on attendance	2,571€ per meeting, limited to seven meetings The maximum variable amount per Director is capped at 17,997€ per year

On the basis of the above, the non-executive corporate officers and compensation was paid to these officers by the Company or by its non-voting Directors received the directors' fees shown in the above subsidiaries for the said fiscal year.) table for fiscal 2014. (Note that, unless otherwise indicated, no other

TOTAL COMPENSATION PAID TO NON-EXECUTIVE DIRECTORS AND NON-VOTING DIRECTORS APPOINTED BY THE SHAREHOLDERS' MEETING

In euros	Fiscal year 2014 (1)	Fiscal year 2013 (1)
Albert Frère	27,500(2)(5)	45,284(2)(5)
Ann-Kristin Achleitner	96,900(2)	84,997(2)
Edmond Alphandéry	116,500(3)	95,997(3)
Jean-Louis Beffa	81,500(3)	60,284(3)
Aldo Cardoso	136,700(2)	110,997(3)
Paul Desmarais Jr	10,500(2)(4)	46,796(2)
Françoise Malrieu	135,000(3)	97,997(3)
Lord Simon of Highbury	93,050(2)	75,997(2)
Gérard Lamarche (non-voting Director)	37,997(6)	35,426(2)(6)
TOTAL	735,647	653,775

(1) Directors' fees due for a given fiscal year are paid during the fiscal year concerned.

(2) Before deduction of withholding tax levied on directors' fees paid to Directors residing outside France.

(3) Before deduction of withholding tax relating to tax and social contributions.

(4) Director until April 28, 2014.

(5) These directors' fees are paid to Groupe Bruxelles Lambert.

(6) This compensation is paid to Groupe Bruxelles Lambert.

4 Directors representing the French State received no personal compensation (directors' fees or other) from the Company or from Directors representing employees and employee shareholders on companies controlled by the Company in consideration of their the Board of Directors of GDF SUEZ received no compensation service as Directors. (Note that the amount of directors' fees (directors' fees or other) from the Company or from companies corresponding to their service on the Board (€282,175) is paid controlled by the Company in consideration of their service as directly to the Public Treasury in accordance with the regulations). Directors.

They are: Bruno Bézard (since July 28, 2014), Ramon Fernandez They are: Alain Beullier, Philippe Lepage (since April 28, 2014), (until July 28, 2014), Astrid Milsan, Pierre Mongin and Stéphane Anne-Marie Mourer, Patrick Petitjean (until April 28, 2014) and Pallez. Caroline Simon.

4.5.4.2 Directors representing the French State 4.5.4.3 Directors representing employees and employee shareholders

4.5.5 Information on stock options or the award of performance shares

4.5.5.1 Availability of shares resulting from the exercise of stock options and of At its meeting of September 25, 2013, the Board of Directors

Compensation Committee, to update the existing system as follows: The French Act No. 2006-1770 of December 30, 2006 for the development of profit-sharing and employee shareholding and objective: To build a share portfolio equivalent to two years' fixed compensation for executive corporate officers, one and a half covering various economic and social provisions (the "Balladur Act")

In accordance with these provisions, a system was established previous three years. These bases are revised every two years; specifying the obligation to hold as registered shares, a certain until the objective is met: Reinvestment of two-thirds of the gross percentage (set by the Board of Directors) of options exercised and capital gains arising from the exercise/sale of options, or holding of acquired Performance Shares, so that after a certain point, the of the corresponding number of shares arising from the simple

members, would hold a portfolio of GDF SUEZ shares corresponding to a fraction of their compensation.

Performance Shares decided, on the recommendation of the Appointments and

• years for other members of the General Management Committee imposes restrictions on the free availability of shares resulting from and one year for other members of the Executive Committee. the exercise of options and of performance shares granted to This objective is set in terms of the number of shares for each executive corporate officers under share allocation plans person concerned, and is calculated based on fixed implemented on or after January 1, 2007. compensation for 2013 and the average share price over the
• corporate officers and, by extension, Executive Committee exercise of options, and holding of two-thirds of acquired Performance Shares (1).

⁽¹⁾ Given this restriction, no requirement is made to acquire additional shares at the time performance shares are delivered (Art. 23.2.4 of the Afep-Medef Code).

At its meeting of February 26, 2014, the Board of Directors decided 4.5.5.3 Stock option plans and bonus share or to extend this mechanism to Performance Units awarded to the Performance Share plans implemented executive corporate officers (see 4.5.1.3 above), by requiring them during fiscal year 2014 to reinvest in GDF SUEZ shares two-thirds of the net amount paid Authorization of the Shareholders' Meeting of until the shareholding target (equal to two years' fixed compensation) referred to above is met. April 23, 2013

At its meeting of November 12, 2008, the GDF SUEZ Board of corporate officers of the Company and/or companies belonging to Directors decided to continue the programmed management of the Group up to the limit of 0.5% of the Company's share capital on stock options granted to the executives of the former SUEZ SA. the date of the decision to allocate shares. Also note that the This mechanism largely anticipated the AMF's recommendations of Shareholders' Meeting was not asked to grant an authorization for November 3, 2010 regarding the prevention of insider trading by stock options. management. The principle of such programmed management is Performance Share Plan for 2013 (Board meeting of that the interested parties give an irrevocable power of attorney to a February 26, 2014) financial institution to exercise the GDF SUEZ stock options, in their Under the authorization granted by the Shareholders' Meeting of name and on their behalf, at the dates and under the conditions April 23, 2013, the Board of Directors, at its meeting of February 26, previously established by annual instruction, and to sell the 2014, decided to implement a Performance Share Plan for certain corresponding shares on the market, with or without determining a employees of GDF SUEZ Trading, a subsidiary of GDF SUEZ, in reserve unit price. This annual instruction will include the number accordance with the order of November 3, 2009, with European and quarterly allocation of transactions to be executed, plan by Directives CRD3 and CRD4 regarding the compensation of financial plan, over the next 12 months. Within each quarterly period, the market professionals, and with the order of December 13, 2010. financial proxy acts freely at the dates and for the volumes that it The main features of this plan and other plans granted for 2013 are judges appropriate within the framework and the limits of the annual listed on pages 150 et seq. of the 2013 Registration Document filed instruction, to exercise options and sell shares. The annual with the AMF on March 20, 2014. instruction is sent to the financial proxy every year within 15 days Authorization of the Shareholders' Meeting of following the date of publication of the annual financial statements and on condition that the interested parties are not in possession of April 28, 2014 inside information at that date. Once this instruction has been given, it is irrevocable, and the interested party undertakes not to exercise The twenty-first resolution of the GDF SUEZ Combined the options other than through the delegated power of attorney. The Shareholders' Meeting of April 28, 2014 authorized the Board of ban on exercising options and selling shares during the black-out Directors to award performance shares to certain employees and/or periods preceding the publication of the annual and half-yearly corporate officers of companies belonging to the Group (with the financial statements and quarterly information is maintained. exception of corporate officers of the Company) up to the limit of

0.5% of the Company's share capital on the date of the decision to The Board of Directors of GDF SUEZ also decided that this system allocate shares (1). Also note that the Shareholders' Meeting was not is mandatory for the executive corporate officers and for the other asked to grant an authorization for stock options. members of the General Management Committee and optional for the other members of the Executive Committee.

4.5.5.2 Programmed management of stock The twelfth resolution of the GDF SUEZ Combined General Shareholders' Meeting of April 23, 2013 authorized the Board of options Directors to award performance shares to employees and/or

(1) A combined ceiling of 0.5%, the same as in the twentieth resolution, applying both to free share allocation to all of the Group's employees, and an allocation (equivalent to a matching contribution) to employees taking part in a Group international employee shareholding plan.

Under the authorization granted by the Shareholders' Meeting of this plan, which involves 3,388,540 shares for 6,960 people, are as April 28, 2014, the Board of Directors, at its meeting of follows: December 10, 2014, decided to implement a performance share

Performance Share Plan for 2014 (Board meetings of plan, for certain employees of GDF SUEZ and its subsidiaries December 10, 2014 and February 25, 2015) (excluding corporate officers of GDF SUEZ). The main features of

December 10, 2014 to March 14, 2018 (2019 for some countries)
March 14, 2018 (2019 for some countries)
March 15, 2018 (2019 for some countries)
March 15, 2018 to March 14, 2020 (no holding period if acquired in 2019)
From March 15, 2020 (from March 15, 2019, if acquisition in 2019)
• 50% based on the recurring net income, Group share (RNIGS), for 2016 and 2017 compared to the budgeted RNIGS for the same years (pro forma); and
• 50% based on Total Shareholder Return (TSR: stock market performance, reinvested dividend) of the GDF SUEZ share compared with the TSR of companies included in the Eurostoxx Utilities Index (Eurozone) over the period December 2017-January 2018 compared to November-December 2014

(1) Current employment contract with a Group company at these dates (except in cases of retirement, death or disability, or exceptional decision). (2) Mandatory holding period for acquired shares (except in the case of death or disability).

(3) Performance conditions

(a) Internal condition related to RNIGS for 2016 and 2017 vs the budgeted RNIGS for the same years (pro forma):

• RNIGS 2016+2017 < 90% budgeted RNIGS 2016+2017: success rate of 0%;
• RNIGS 2016+2017 = 90% budgeted RNIGS 2016+2017: success rate of 33%;
• RNIGS 2016+2017 > 90% budgeted RNIGS 2016+2017 and < budgeted RNIGS 2016+2017: progressive and linear success rate from 33%;
• RNIGS 2016+2017 >= budgeted RNIGS 2016+2017: success rate of 100%.
• (b) external condition related to the TSR of the GDF SUEZ share compared with the TSR of companies on the Eurostoxx Utilities (Eurozone) index:
• GDF SUEZ TSR <= 90% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 0%;
• GDF SUEZ TSR = 100% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 70%;
• GDF SUEZ TSR >= 103% of TSR of Eurostoxx Utilities (Eurozone) companies: success rate of 100%.
• For interim results (from 90% to 100% and from 100% to 103%): progressive and linear success rate.

To smooth the possible effects of volatility (gain or loss), the TSR will be calculated by taking the average of the GDF SUEZ TSR (stock market performance, reinvested dividend) and that of the Eurostoxx Utilities (Eurozone) companies over two months, namely December 2017 to January 2018, versus November to December 2014.

The sum of the success rate of (a) and (b) is divided by two to obtain a total success rate.

In addition, under the authorization given by the Shareholders' The allocation concerned 66 people within GDF SUEZ Trading, for a Meeting of April 28, 2014, the Board of Directors, at its meeting of total of 141,929 GDF SUEZ Performance Shares; its features are February 25, 2015, decided to implement a Performance Share similar to those of the plan of February 26, 2014 (continuous service Plan for certain employees of GDF SUEZ Trading, a subsidiary of and performance conditions). The Board of Directors set the GDF SUEZ, in accordance with the order of November 3, 2009 and following schedule and general conditions for the plans: with European Directives CRD3 and CRD4 regarding the compensation of financial market professionals, and with the order of December 13, 2010.

Acquisition period	February 25, 2015 to March 14, 2017 for around half the shares
	February 25, 2015 to March 14, 2018 for the remaining shares
Condition of presence(1)	March 14, 2017 for around half the shares
	March 14, 2018 for the remaining shares
Final acquisition date	March 15, 2017 for around half the shares
	March 15, 2018 for the remaining shares
Holding period(2)	March 15, 2017 to March 14, 2019 for around half the shares
	March 15, 2018 to March 14, 2020 for the remaining shares
Transferable from	March 15, 2019 for around half the shares
	March 15, 2020 for the remaining shares
Performance conditions	• Based on GDF SUEZ Trading's profit before tax for fiscal year 2016 for around half the shares
	• Based on GDF SUEZ Trading's profit before tax for fiscal year 2017 for the remaining shares

(1) Current employment contract with a Group company at these dates (except in cases of retirement, death, disability or exceptional decision).

(2) Mandatory holding period for acquired shares (except in the case of death or disability).

4

4.5.6 Stock subscription and purchase options granted to, and exercised by, each executive corporate officer – Summary of stock option plans in force

4.5.6.1 GDF SUEZ stock subscription and purchase options granted to executive corporate officers by GDF SUEZ and all GDF SUEZ Group companies in fiscal year 2014

None.

4.5.6.2 GDF SUEZ stock subscription and purchase options exercised by the executive corporate officers of GDF SUEZ in fiscal year 2014

None, including the subscription and purchase options for Suez Environnement stock held by Isabelle Kocher (see 4.5.6.7).

4.5.6.3 Summary of current GDF SUEZ stock purchase option plans

	Plan of Dec. 12, 2008	Plan of Nov. 10, 2009
Date of authorizing General Shareholders' Meeting	Jul. 16, 2008	May 4, 2009
Start date for the exercise of options(1)	Nov. 12, 2012	Nov. 10, 2013
Expiry date	Nov. 11, 2016	Nov. 9, 2017
Total number of shares purchasable at December 31, 2013	6,075,314	4,960,665
Total number of shares purchasable by corporate officers:
• Gérard Mestrallet	0(2)	0(2)
• Jean-François Cirelli	0(2)	0(2)
• Isabelle Kocher	12,800	6,196
Exercise conditions	(3)	(6)
Purchase price (in euros)	32.74	29.44
Number of options exercised(4)	0	0
Number of options cancelled(5)	76,250	101,940
Balance at December 31, 2014	5,999,064	4,858,725

(1) Stock options may also be exercised early in the event of retirement or death.

(2) Gérard Mestrallet and Jean-François Cirelli waived their stock options for fiscal years 2008 and 2009.

(3) For the other members of the Executive Committee, 45% of the options are subject to "simple" conditions and 10% to "enhanced" conditions. For other Group senior managers, 50% of the options are subject to "simple" conditions. The enhanced condition was not met in November 2012 and all the options subject to this condition were cancelled. Application of the "simple" condition determined a target price of €18.68; as this target price was achieved at market closing on September 24, 2013; the options subject to this condition could be exercised.

(4) Exercised from January 1 to December 31, 2014.

(5) Cancelled from January 1 to December 31, 2014.

(6) For other Group senior managers, 50% of the options are subject to "simple" conditions. These conditions were tested in November 2013 to establish a target price of €20.13. This target price was achieved at stock market closing on May 22, 2014; options subject to this condition may be exercised.

4.5.6.4 Summary of current GDF SUEZ stock subscription option plans

The stock subscription option plans previously granted by the former SUEZ SA and still valid were adopted by GDF SUEZ in accordance with the commitments made at the Gaz de France Shareholders' Meeting of July 16, 2008, which, in its fourth resolution, approved the merger with SUEZ.

For year	2006	2007
Date of authorizing General Shareholders' Meeting	Apr. 27, 2004	May 4, 2007
Date of authorizing Shareholders' Meeting	Jan. 17, 2007	Nov. 14, 2007
Total number of shares purchasable as of December 31, 2013	5,672,033	4,411,672
Of which: Total number of shares purchasable by executive corporate officers at December 31, 2013
• Gérard Mestrallet	403,504	0
• Jean-François Cirelli	0	0
• Isabelle Kocher	15,928	17,312
Start date for the exercise of options(1)	Jan. 17, 2011	Nov. 14, 2011
Expiry date	Jan. 16, 2015	Nov. 13, 2015
Exercise conditions	(2)	(3)
Subscription price in euros	36.62	41.78
Options exercised from January 1, 2014 to December 31, 2014	0	0
Options cancelled from January 1, 2014 to December 31, 2014	64,174	54,097
Balance at December 31, 2014	5,607,859	4,357,575

November 2011.

(2) For the members of the Executive Committee at the time, 45% of the options were subject to "simple" conditions and 10% to "enhanced" conditions; these conditions were met in January 2011. For other Group executive managers, 50% are subject to "simple" conditions; these conditions were met in January 2011. (3) For the members of the Executive Committee at the time, 45% of the options were subject to "simple" conditions and 10% to "enhanced" conditions; these conditions were met in November 2011. For other Group executive managers, 50% are subject to "simple" conditions; these conditions were met in

4.5.6.5 Summary of stock subscription or purchase options held by Gérard Mestrallet at December 31, 2014

Plan	Jan. 17, 2007
Exercise starting date	Jan. 17, 2011
Expiry date	Jan. 16, 2015
Exercise price in euros	36.62
Balance of options at December 31, 2014:
• Condition of presence only	180,515
• Performance condition	185,824(1)
• "Enhanced" performance condition	37,165(2)

(1) Options were subject to a performance condition, which was met in January 2011.

(2) Options were subject to an "enhanced" performance condition, which was met in January 2011.

4.5.6.6 Summary of stock subscription or purchase options held by Jean-François Cirelli at December 31, 2014

None.

4.5.6.7 Summary of stock subscription and purchase options held by Isabelle Kocher at December 31, 2014

Plan	Jan. 17, 2007	Nov. 14, 2007	Nov. 12, 2008	Nov. 10, 2009	Dec. 17, 2009(5)
Exercise starting date	Jan. 17, 2011	Nov. 14, 2011	Nov. 12, 2012	Nov. 10, 2013	Dec. 17, 2013
Expiry date	Jan. 16, 2015	Nov. 13, 2015	Nov. 11, 2016	Nov. 9, 2017	Dec. 16, 2017
Exercise price in euros	36.62	41.78	32.74	29.44	15.49
Balance of options at December 31, 2014:
• Condition of presence only	7,964	8,656	6,400	3,098	11,700
• Performance condition	7,964(1)	8,656(2)	6,400(3)	3,098(4)	0(6)

(1) Options were subject to a performance condition, which was met in January 2011.

(2) Options were subject to a performance condition, which was met in November 2011.

(3) Options were subject to a performance condition, which was met in September 2013.

(4) Options were subject to a performance condition, which was met in May 2014.

(5) A Suez Environnement plan, when Isabelle Kocher was CEO of Lyonnaise des Eaux.

(6) 27,298 Suez Environnement options subject to a performance condition were cancelled in December 2013.

Note that the executive corporate officers have made a formal undertaking not to make use of hedging instruments in respect of options or Performance Shares.

4.5.7 Performance shares awarded to and available for sale by each executive corporate officer - Summary of current plans

4.5.7.1 GDF SUEZ Performance Shares allocated to each GDF SUEZ executive corporate officer by GDF SUEZ and all other companies of the GDF SUEZ Group in 2014

	Plan	Number of shares allocated	Valuation of shares (in euros)(2)	Acquisition date	Date of availability	Performance conditions
Gérard Mestrallet	None
Chairman and Chief Executive Officer
Jean-François Cirelli	None
Vice-Chairman and President
Isabelle Kocher(1)	Dec. 10, 2014	35,000	414,400	Mar. 15, 2018	Mar. 15, 2020	½ RNIGS
President, Chief Operating Officer						½ TSR

(1) As part of her salaried activities as Executive Vice-President, Chief Financial Officer in 2014. (2) According to the method used for the consolidated financial statements.

4.5.7.2 GDF SUEZ Performance Shares that became available for sale by each executive corporate officer of GDF SUEZ in fiscal year 2014

	Plan	Acquisition date	Date of availability	Number of shares becoming available(1)
Gérard Mestrallet	None
Chairman and Chief Executive Officer
Jean-François Cirelli	None
Vice-Chairman and President
Isabelle Kocher	Nov. 10, 2009	Mar. 15, 2012	Mar. 15, 2014	770
President, Chief Operating Officer

(1) These shares are subject to the conditions set forth in section 4.5.5.1.

4.5.7.3 Summary of current GDF SUEZ Performance Share plans

The Performance Share plans previously granted by the former SUEZ SA and still valid were adopted by GDF SUEZ in accordance with the commitments made at the Gaz de France Combined Shareholders' Meeting of July 16, 2008, which, in its fourth resolution, approved the merger with SUEZ.

For year:		2009		2010		2011
	2009 plan	Mar. 3, 2010 traders' plan	2010 plan	Mar. 2, 2011 traders' plan	2011 plan	Feb. 29, 2012 traders' plan
Date of authorizing General Shareholders' Meeting	May 4, 2009	May 4, 2009	May 3, 2010	May 3, 2010	May 2, 2011	May 2, 2011
Date of authorizing Shareholders' Meeting	Nov. 10, 2009	Mar. 3, 2010	Jan. 13, 2011	Mar. 2, 2011	Dec. 6, 2011	Feb. 29, 2012
Share value in euros(1)	24.8	21.5	18.1	23.3	11.3	15.1
Start of acquisition period(2)	Nov. 10, 2009	Mar. 3, 2010	Jan. 13, 2011	Mar. 2, 2011	Dec. 6, 2011	Feb. 29, 2012
End of acquisition period	Mar. 14, 2012(3)	Mar. 14, 2012(7) Mar. 14, 2013(8)	Mar. 14, 2014(10)	Mar. 14, 2013(7) Mar. 14, 2014(8)	Mar. 14, 2015(13)	Mar. 14, 2014(7) Mar. 14, 2015(8)
Start of holding period	Mar. 15, 2012(4)	Mar. 15, 2012(7) Mar. 15, 2013(8)	Mar. 15, 2014(10)	Mar. 15, 2013(7) Mar. 15, 2014(8)	Mar. 15, 2015(13)	Mar. 15, 2014(7) Mar. 15, 2015(8)
End of holding period	Mar. 15, 2014(5)	Mar. 15, 2014(7) Mar. 15, 2015(8)	Mar. 15, 2016(10)	Mar. 15, 2015(7) Mar. 15, 2016(8)	Mar. 15, 2017(13)	Mar. 15, 2016(7) Mar. 15, 2017(8)
Related conditions	(6)	(9)	(11)	(12)	(14)	(15)
Shares being acquired as of Dec. 31, 2013	299,891	0	3,325,699	28,375	2,952,135	70,098
Shares delivered from Jan. 1, 2014 to Dec. 31, 2014	279,476	0	639,154	28,375	1,300	34,536
Shares cancelled from Jan. 1, 2014 to Dec. 31, 2014	20,415	0	2,543,567	0	54,055	1,020
Balance at Dec. 31, 2014	0	0	142,978	0	2,896,780	34,542

(1) Weighted average price (according to the method used for the consolidated financial statements).

(2) Early acquisition possible in the event of death or permanent disability. Condition of presence at the acquisition date.

(3) For France, Belgium, Italy and Spain; for other countries, March 14, 2013.

(4) For France, Belgium, Italy and Spain; for other countries, no holding period.

(5) For France and Belgium; for Italy and Spain, March 14, 2015; for other countries, no holding period.

(6) Condition on 2011 EBITDA 89.4% met.

(7) For 50% of shares (1/3 of the shares under the plan of March 3, 2010).

(8) For 50% of shares (2/3 of the shares under the plan of March 3, 2010).

(9) GDF SUEZ Trading 2011 ROE for 1/3 (condition met in full) and GDF SUEZ Trading 2012 ROE for 2/3 (condition met in full).

(10) For France, Belgium, Spain and Romania; for other countries, acquisition on March 14, 2015 with no holding period.

(11) For 3,367 beneficiaries, dual condition: 50% based on 2013 EBITDA and 50% on the share price performance compared with the Eurostoxx Utilities Index (dual condition met at 21.92%); for 3,480 beneficiaries, a single condition based on 2013 EBITDA (met at 43.84%); for corporate officers, triple condition: 1/3 based on 2013 EBITDA, 1/3 on TSR compared with Eurostoxx Utilities companies, 1/3 on 2013 ROCE (triple condition met at 14.61%).

(12) 50% based on 2012 GDF SUEZ Trading EBITDA (met in full) and 50% based on 2013 GDF SUEZ Trading EBITDA (met in full).

(13) For France, Belgium and Spain, with a holding period from March 15, 2015 to March 14, 2017 inclusive and transferable from March 15, 2017; for other countries, acquisition on March 14, 2016 with no holding period.

(14) For 464 beneficiaries, dual condition: 50% based on 2014 EBITDA and 50% on the TSR of GDF SUEZ compared with the TSR of the Eurostoxx Utilities (Eurozone) countries; for 5,531 beneficiaries, simple condition based on the TSR of GDF SUEZ compared with the TSR of Eurostoxx Utilities (Eurozone) companies.

(15) 50% based on 2013 GDF SUEZ Trading EBITDA (met in full) and 50% based on 2014 GDF SUEZ Trading EBITDA.

2012			2013		2014
2012 plan	Feb. 27, 2013 traders' plan	2013 plan	Feb. 26, 2014 traders' plan	2014 plan	2014 traders' plan
Apr. 23, 2012	Apr. 23, 2012	Apr. 23, 2013	Apr. 23, 2013	Apr. 28, 2014	Apr. 20, 2014
Dec. 5, 2012	Feb. 27, 2013	Dec. 11, 2013	Feb. 26, 2014	Dec. 10, 2014	Feb. 25, 2015
8.1	9.2	7.6	13.3	12.1	14.7
Dec. 5, 2012	Feb. 27, 2013	Dec. 11, 2013	Feb. 26, 2014	Dec. 10, 2014	Feb. 25, 2015
Mar. 14, 2016(16)	Mar. 14, 2015(7) Mar. 14, 2016(8)	Mar. 14, 2017(19)	Mar. 14, 2016(7) Mar. 14, 2017(8)	Mar. 14, 2018(22)	Mar. 14, 2017(7) Mar. 14, 2018(8)
Mar. 15, 2016(16)	Mar. 15, 2015(7) Mar. (8) 15, 2016	Mar. 15, 2017(19)	Mar. 15, 2016(7) Mar. 15, 2017(8)	Mar. 15, 2018(22)	Mar. 15, 2019(7) (8) Mar. 15, 2020
Mar. 15, 2018(16)	Mar. 15, 2017(7) Mar. (8) 15, 2018	Mar. 15, 2019(19)	Mar. 15, 2018(7) Mar. 15, 2019(8)	Mar. 15, 2020(22)	Mar. 15, 2019(7) (8) Mar. 15, 2020
(17)	(18)	(20)	(21)	(23)	(24)
3,521,420	94,764	2,801,690	none	none	none
1,250	0	0	0	0	0
51,905	0	43,980	0	0	0
3,468,265	94,764	2,757,710	89,991	3,388,540	0

(16) For France, Belgium and Spain, with a holding period from March 15, 2016 to March 14, 2018 inclusive and transferable from March 15, 2018; for other countries, acquisition on March 14, 2017 with no holding period.

(17) For 547 beneficiaries, dual condition: 50% based on 2014 and 2015 recurring net income, Group share, and 50% on the TSR of GDF SUEZ compared with the TSR of the Eurostoxx Utilities (Eurozone) countries; for 6,437 beneficiaries, simple condition based on the TSR of GDF SUEZ compared with the TSR of Eurostoxx Utilities (Eurozone) companies.

(18) 50% based on 2014 GDF SUEZ Trading EBITDA and 50% based on 2015 GDF SUEZ Trading EBITDA.

(19) For France, Belgium and Spain, with a holding period from March 15, 2017 to March 14, 2019 inclusive and transferable from March 15, 2019; for other countries, acquisition on March 14, 2018 with no holding period.

(20) For 519 beneficiaries, dual condition: 50% based on 2015 and 2016 recurring net group profit and 50% on the TSR of GDF SUEZ compared with the TSR of the Eurostoxx Utilities (Eurozone) countries; for 6,356 beneficiaries, simple condition based on the TSR of GDF SUEZ compared with the TSR of Eurostoxx Utilities (Eurozone) companies.

(21) 50% based on 2015 GDF SUEZ Trading profit before taxes and 50% based on 2016 GDF SUEZ Trading profit before taxes.

(22) For France, Belgium and Spain, with a holding period from March 15, 2018 to March 14, 2020 inclusive and transferable from March 15, 2020; for other countries, acquisition on March 14, 2019, with no holding period.

(23) For all beneficiaries, a dual condition: 50% based on recurring net income Group share for 2016 and 2017, and 50% on the TSR of GDF SUEZ compared with the TSR of Eurostoxx Utilities (Eurozone) companies.

(24) 50% based on 2016 GDF SUEZ Trading profit before taxes and 50% on 2017 GDF SUEZ Trading profit before taxes.

4.5.7.4 Summary of Free and Performance Shares held by Gérard Mestrallet at December 31, 2014

	SUEZ	SUEZ	SUEZ	SUEZ	GDF SUEZ	GDF SUEZ
Plan	Feb. 13, 2006	Feb. 12, 2007	Jul. 16, 2007	Jun. 16, 2008	Nov. 12, 2008	Jan. 13, 2011
Conditions	2007 ROCE	2008 ROCE	None(6)	None(6)		2010 EBITDA 2013 EBITDA (1/3)
						TSR (1/3)
						2013 ROCE (1/3)
Acquisition date(1)	Mar. 15, 2008	Mar. 15, 2009(3)	Jul. 16, 2009	Jun. 1, 2010	Mar. 15, 2011(3)	Mar. 15, 2014(3)
Shares under acquisition	0	0	0	0	0	87,000
Shares delivered	2,000(2)	3,186(4)	15	10	3,469(5)	12,711(5)
Transferable from	Mar. 15, 2010	Mar. 15, 2011	Jul. 16, 2011	Jun. 1, 2012	Mar. 15, 2013	Mar. 15, 2016

(1) Subject to dual condition of performance and presence.

(2) Following the distribution of 65% of SUEZ Environnement Company and the merger with Gaz de France, these 2,000 SUEZ shares were converted to:

• 1,890 GDF SUEZ shares;

• 500 SUEZ Environnement Company shares; and

• 20 SUEZ ("fractional") shares, entitling the allocation of GDF SUEZ shares (compensated in August 2010 in accordance with the SUEZ and Gaz de France merger prospectus).

(3) Acquired shares are subject to a holding period under the Balladur rules (see 4.5.5.1).

(4) Condition met.

(5) Condition partially met.

(6) Worldwide plans for all employees.

4.5.7.5 Summary of Free and Performance Shares held by Jean-François Cirelli at December 31, 2014

	Gaz de France	Gaz de France	GDF SUEZ	GDF SUEZ
Plan	Jun. 20, 2007*	May 28, 2008*	Nov. 12, 2008	Jan. 13, 2011
Conditions	EBO 2007 and EBO	EBO 2008 and EBO	2010 EBITDA(4)	2013 EBITDA (1/3)
	2008(1)	2009(3)		TSR / Eurostoxx Utilities (Eurozone) (1/3)
				2013 ROCE (1/3)
Acquisition date	Jun. 23, 2009	Jun. 1, 2010	Mar. 15, 2011	Mar. 15, 2014(6)
Shares under acquisition	0	0	0	60,000
Shares delivered	30	15(5)	2,312(5)	8,766(5)
Transferable from	Jul. 1, 2011(2)	Jun. 1, 2012(2)	Mar. 15, 2013(6)	Mar. 15, 2016

* Global bonus share plans for all employees and corporate officers of Gaz de France.

(1) Condition met.

(2) These shares may not be sold during the term of office.

(3) Subject to a presence condition and, for 50% of shares, a performance condition.

(4) Subject to a dual condition of performance and presence.

(5) Performance condition partially met.

(6) Acquired shares are subject to a holding period under the Balladur rules (see 4.5.5.1).

4.5.7.6 Summary of Bonus and Performance Shares held by Isabelle Kocher at December 31, 2014

	SUEZ SUEZ		SUEZ Jul. 16,	SUEZ	SUEZ	GDF SUEZ
Plan	Feb. 13, 2006	Feb. 12, 2007	(1) 2007	Nov. 14, 2007	Jun. 1, 2008(1)	Nov. 12, 2008
Conditions	2007 ROCE	2008 ROCE	2008 ROCE	20009 EBITDA	20009 EBITDA	2010 EBITDA
Acquisition date	Mar. 15, 2008(2)	Mar. 15, 2009(2)	Jul. 16, 2009(2)	Mar. 15, 2010(2)	Jun. 1, 2010(2)	Mar. 15, 2011(2)
Shares under acquisition	0	0	0	0	0	0
Shares delivered	1,428	2,124	15	1,493	10	786
Transferable from	Mar. 15, 2010	Mar. 15, 2011	Jul. 16, 2011	Mar. 15, 2012	Jun. 1, 2012	Mar. 15, 2013

(1) Worldwide plans for all employees.

(2) Subject to dual condition of performance and presence.

(3) As part of her salaried activities as Executive Vice-President, Chief Financial Officer in 2014.

	GDF SUEZ	GDF SUEZ	SUEZ	GDF SUEZ	GDF SUEZ	GDF SUEZ	GDF SUEZ	GDF SUEZ
	Jul. 8, 2009 (1)	Nov. 10, 2009	Environnement	Jun. 6, 2011 (1)	Dec. 6, 2011	Dec. 5, 2012	Dec. 12, 2013	Dec. 10, 2014
Conditions	None	2010 EBITDA	2010-2014 net income and change in share price	None	TSR and recurring net income, Group share	TSR and recurring net income, Group share	TSR and recurring net income, Group share	TSR and recurring net income, Group share
Acquisition date	Jul. 8,	Mar. 15,	Dec. 16,	Jun. 24,	Mar. 15,	Mar. 15,	Mar. 15,	Mar. 15,
	2011	2012(2)	2014(2)	2013	2015(2)	2016(2)	2017(2)	2018(2)
Shares under acquisition	0	0	0	0	15,000	21,250	17,000	35,000(3)
Shares delivered	20	770	2,100	10	0	0	0	0
Transferable from	Jul. 8,	Mar. 15,	Dec. 16,	Jun. 24,	Mar. 15,	Mar. 15,	Mar. 15,	Mar. 15,
	2013	2014	2016	2015	2017	2018	2019	2020

Note that the executive corporate officers have made a formal undertaking not to make use of hedging instruments in respect of options or Performance Shares.

4.5.8 Stock subscription or purchase options granted to the ten employees, who are not executive company officers, who received and exercised the most options

4.5.8.1 Stock subscription or purchase options granted by GDF SUEZ and by all companies included in the GDF SUEZ scope in fiscal year 2014 to the ten non-executive employees of the issuer and its companies, and to whom the greatest number of stock options were allocated

None.

4.5.8.2 GDF SUEZ stock subscription or purchase options exercised in fiscal year 2014 by the ten non-executive employees of GDF SUEZ with the greatest number of stock subscription or purchase options

None.

4.5.9 Free and Performance shares granted to the ten employees, who are not executive company officers, who received the most performance shares

FREE AND PERFORMANCE SHARES GRANTED BY GDF SUEZ AND BY ALL COMPANIES INCLUDED IN THE GDF SUEZ SCOPE IN FISCAL YEAR 2014 TO THE TEN NON-EXECUTIVE EMPLOYEES OF THE ISSUER AND ITS COMPANIES TO WHOM THE GREATEST NUMBER OF BONUS SHARES WERE GRANTED

	Share value*
Total number of shares granted	(in euros)	Issuers	Plans
233,000	11.84	GDF SUEZ	Dec. 10, 2014

* Weighted average price, according to the method used for the consolidated financial statements.

Includes 35,000 Performance Shares granted to Isabelle Kocher in her role as Executive Vice-President, Chief Financial Officer in 2014

4.5.10Summary of transactions disclosed by executive management and corporate officers in the fiscal year 2014

	Date of transaction	Type of transaction	Quantity	Unit price (in euros)	Transaction price (in euros)
Legal entity connected to Albert Frère	Mar. 6, 2014	Sale of call options	(1)	0.2743	68,575
Legal entity connected to Albert Frère	Mar. 11, 2014	Sale of call options	(1)	0.2769	69,225
Legal entity connected to Albert Frère	Mar. 14, 2014	Sale of call options	(1)	2.7547	688,675
Legal entity connected to Albert Frère	Mar. 14, 2014	Sale of call options	(1)	2.5575	1,278,750
Legal entity connected to Albert Frère	Mar. 17, 2014	Sale of call options	(1)	2.3	427,921.9
Legal entity connected to Albert Frère	Mar. 17, 2014	Sale of call options	(1)	1.6	1,200,000
Legal entity connected to Albert Frère	Mar. 18, 2014	Sale of call options	(1)	2.6	1,950,000
Legal entity connected to Albert Frère	Mar. 19, 2014	Sale of call options	(1)	2.0784	652,500
Legal entity connected to Albert Frère	Nov. 27, 2014	Disposal of shares	(1)	19.692	4,923,000
Jean-Marie Dauger	Dec. 11, 2014	Subscription(2)	(1)	14.68	120,000
Jean-Claude Depail	Dec. 11, 2014	Subscription(3)	(1)	14.68	15,000
Henri Ducré	Dec. 11, 2014	Subscription(3)	(1)	14.68	25,400
Jérôme Tolot	Dec. 11, 2014	Subscription(3)	(1)	14.68	60,000

(1) Not provided.

(2) Subscription to units of "classic formula" employer-sponsored mutual funds as part of the "Link 2014" employee shareholding plan.

(3) Subscription to units of "classic formula" and "multiple formula" employer-sponsored mutual funds as part of the "Link 2014" employee shareholding plan.

INFORMATION ON THE SHARE CAPITAL

CAPITAL AND NON-EQUITY

5.1.3	Authorizations and their utilization related to share capital and share equivalents	159
5.1.4	Five-year summary of changes in the share capital	162
5.1.5	Stock repurchase	164
5.1.6	Non-equity	165

		PAGE			PAGE
5.1	INFORMATION ON THE SHARE CAPITAL AND NON-EQUITY		5.2	SHAREHOLDING	172
	INSTRUMENTS	158	5.2.1	Stock exchange quotation	172
5.1.1	Share capital and voting rights	158	5.2.2	Breakdown of share capital – Changes in shareholding	172
5.1.2	Potential capital and share equivalents	158	5.2.3	Disclosure thresholds	173
5.1.3	Authorizations and their utilization related to share capital and share		5.2.4	Golden share	173
	equivalents	159	5.2.5	Dividend distribution policy	174

5 AND SHAREHOLDING

5.1 INFORMATION ON THE SHARE CAPITAL AND NON-EQUITY INSTRUMENTS

5.1.1 Share capital and voting rights

Shares of GDF SUEZ are listed on Euronext Paris Compartment A and Vigeo World 120, Euronext Vigeo Europe 120, Euronext Vigeo Euronext Brussels, under ISIN Code FR0010208488 and ticker GSZ. Eurozone 120 and Euronext Vigeo France 20.

5.1.1.1 Share capital stock indexes: BEL 20, Euro STOXX 50, STOXX Europe 600, MSCI Europe, EURO STOXX Utilities, STOXX Europe 600 Utilities, Euronext

GDF SUEZ shares are included in the CAC 40 index, the main index At December 31, 2014, the share capital of GDF SUEZ stood at published by NYSE Euronext Paris, and are eligible for the Deferred €2,435,285,011 divided into 2,435,285,011 fully paid-up shares Settlement Service (SRD). GDF SUEZ is also included in the following with a par value of €1.

5.1.1.2 Pledges, guarantees and collateral

Pledges of assets

The percentage of shares pledged is not significant.

OTHER PLEDGES

In millions of euros	Total value	2015	2016	2017	2018	2019	2020 to 2024	> 2024	Account total	Corresponding %
Intangible assets	5	1	0	0	0	-	0	4	7,569	0.1%
Property, plant and equipment	5,068	165	70	157	67	58	1,329	3,223	64,032	7.9%
Equity investments	3,426	86	11	177	5	6	461	2,679	9,947	34.4%
Bank accounts	397	8	-	103	-	-	40	246	8,546	4.6%
Other assets	222	17	-	115	-	-	66	24	37,055	0.6%
TOTAL	9,118	278	81	552	72	63	1,897	6,175	127,150	7.2%

Note: the total amount of the pledge relating to equity instruments may relate to consolidated equity instruments with zero value in the consolidated balance sheet (elimination of these equity instruments upon consolidation).

Under Article 11 of the Company's bylaws, unless otherwise GDF SUEZ shareholder, has stated its intention not to vote in favor provided for by law, each shareholder has as many voting rights and of such resolution

On December 31, 2014, after adjusting for treasury stock, the Company's capital or voting rights; the State's holding may fall Company held 2,390,455,214 shares representing the same below this threshold provided it returns to the threshold of one-third number of eligible voting rights. of the capital or voting rights within two years.

The Board of Directors of February 25, 2015 has decided to submit In addition, pursuant to the French Energy Code and Decree to the Shareholders' Meeting of April 28, 2015 a resolution aiming at No. 2007-1790 of December 20, 2007, the share capital of maintaining the "one share-one vote" principle, as permitted by Act GDF SUEZ includes a golden share (for details on the State's n°2014-384 of March 29, 2014 which grants double voting rights to golden share, see Section 5.2.4 "Golden Share").

5.1.1.3 Voting rights shareholders that have been registered for two years, unless otherwise provided by the bylaws. The French State, the largest

may cast as many votes at meetings as he or she holds shares Pursuant to the French Energy Code and Act No. 2014-384 of which are fully paid up. March 29, 2014, the French State must hold over one-third of the

5.1.2 Potential capital and share equivalents

As of December 31, 2014, there were 9,965,434 stock options At that date, the potential capital in the event of the exercise of outstanding that if exercised would result in the issue of 9,965,434 these stock options would represent 100.41% of the GDF SUEZ GDF SUEZ shares. With the exception of the options mentioned share capital at December 31, 2014, and the dilution percentage above, as of December 31, 2014, there were no share equivalents would represent 0.41% of the share capital. conferring direct or indirect access to the share capital of GDF SUEZ.

The tables detailing the various stock option plans are provided in Note 24 of Section 6.2 "Consolidated Financial Statements" below.

5.1.3 Authorizations and their utilization related to share capital and share equivalents

The Company's shareholders delegated the following powers and authorizations in relation to financial matters to the Board of Directors:

AUTHORIZATIONS GRANTED BY THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING OF APRIL 23, 2012

Resolution	Type of authorization or delegation of authority	Validity and expiration	Maximum nominal amount per authorization	Amounts utilized	Remaining balance
12th	Issue, with preferential subscription rights, 26 months of shares and/or share equivalents of the Company or subsidiaries, and/or issue of securities entitling the allocation of debt instruments	(until June 22, 2014)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Authorization expired (cancelled by the 10th resolution of the Combined Shareholders' Meeting of April 28, 2014)
13th	Issue, without preferential subscription rights, of shares and/or share equivalents of the Company or subsidiaries, and/or issue of securities entitling the allocation of debt instruments, with preferential subscription rights waived.	26 months (until June 22, 2014)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Authorization expired (cancelled by the 11th resolution of the Combined Shareholders' Meeting of April 28, 2014)
14th	Issue, without preferential subscription rights, of shares or share equivalents giving access to the capital of the Company, as part of an offer referred to in Article L. 411-2 II of the French Monetary and Financial Code	26 months (until June 22, 2014)	€225 million for shares(1)(2) +€5 billion for debt securities *	None	Authorization expired (cancelled by the 12th resolution of the Combined Shareholders' Meeting of April 28, 2014)
15th	Increase in the number of shares or other securities to be issued in the event of a securities issue with or without preferential subscription rights, in application of the 12th, 13th and 14th resolutions, limited to 15% of the initial issue	26 months (until June 22, 2014)	€225 million for shares(1)(2) +€5 billion for debt securities (1)	None	Authorization expired (cancelled by the 13th resolution of the Combined Shareholders' Meeting of April 28, 2014)
16th	Issue of shares and/or share equivalents of the Company limited to 10% of the share capital in consideration for contributions in kind granted to the Company and comprised of capital securities	26 months (until June 22, 2014)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Authorization expired (cancelled by the 14th resolution of the Combined Shareholders' Meeting of April 28, 2014)
20th	Capital increase by incorporation of premiums, reserves, profits or other	26 months (until June 22, 2014)	Aggregate amount that may be capitalized	None	Authorization expired (cancelled by the 18th resolution of the Combined Shareholders' Meeting of April 28, 2014)
21st	Authorization to reduce the share capital by canceling treasury stock	26 months (until June 22, 2014)	10% of the share capital per None 24 month period		Authorization expired (cancelled by the 19th resolution of the Combined Shareholders' Meeting of April 28, 2014)

This is a ceiling set by the Combined Shareholders' Meeting of April 23, 2012 for the issues decided pursuant to the 12th, 13th, 14th, 15th and 16th (1) resolutions. The overall ceiling for the issues decided in application of the 12th, 13th, 14th, 15th and 16th (2) resolutions of the Combined Shareholders' Meeting of April 23, 2012 and of the 9th and 10th resolutions of the Combined Shareholders' Meeting of April 23, 2013 was set at €275 million by the 19th resolution of the Combined Shareholders' Meeting of April 23, 2012.

AUTHORIZATIONS GRANTED BY THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING OF APRIL 23, 2013

	Type of authorization Resolution or delegation of authority	Validity and expiration	Maximum nominal amount per authorization	Amounts utilized	Remaining balance
5th	Authorization to trade in the Company's shares	18 months (until October 22, 2014)	Maximum purchase price: €40 Maximum shareholding: 10% of the April 28, 2014 share capital. Aggregate amount of purchases: ≤ €9.6 billion	GDF SUEZ holds 2.10% of Authorization its share capital as of	expired (cancelled by the 5th resolution of the Combined Shareholders' Meeting of April 28, 2014)
9th	Capital increase reserved for members of the Group Employee Savings Plan	26 months (until June 22, 2015)	€40 million(1)	None	Authorization expired (cancelled by the 15th resolution of the Combined Shareholders' Meeting of April 28, 2014)
10th	Capital increase reserved for any entity formed as part of the implementation of the international employee shareholding plan offered by the Group	18 months (until October 22, 2014)	€10 million(1)	None	Authorization expired (cancelled by the 16th resolution of the Combined Shareholders' Meeting of April 28, 2014)
11th	Authorization to award bonus shares 18 months to all employees and officers of Group companies (excluding officers October 22, of the parent company)	(until 2014)	Maximum shareholding: 0.5% of the share capital(2)	None	Authorization expired (cancelled by the 20th resolution of the Combined Shareholders' Meeting of April 28, 2014)
12th	Authorization to award bonus shares 18 months to certain employees and officers of Group companies (excluding officers October 22, of the parent company)	(until 2014)	Maximum shareholding: 0.5% of the share capital(2)	Allocation of 2.8 million Performance Shares on December 11, 2013 and 0.1 million Performance Shares on February 26, 2014, i.e. 0.12% of share capital at February 26, 2014	Authorization expired (cancelled by the 21st resolution of the Combined Shareholders' Meeting of April 28, 2014)

The overall ceiling for the issues decided in application of the 12th, 13th, 14th, 15th and 16th (1) resolutions of the Combined Shareholders' Meeting of April 23, 2012 and of the 9th and 10th resolutions of the Combined Shareholders' Meeting of April 23, 2013 was set at €275 million by the 19th resolution of the Combined Shareholders' Meeting of April 23, 2012.

(2) This is a ceiling set by the Combined Shareholders' Meeting of April 23, 2013 for the awards decided pursuant to the 11th and 12th resolutions.

AUTHORIZATIONS GRANTED BY THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING
OF APRIL 28, 2014

	Type of authorization Resolution or delegation of authority	Validity and expiration	Maximum nominal amount per authorization	Amounts utilized	Remaining balance
5th	Authorization to trade in the Company's shares	18 months (until	Maximum purchase price: €40 Maximum October 27, 2015)shareholding: 10% of the December 31, 2014 share capital. Aggregate amount of purchases: ≤ €9.6 billion	GDF SUEZ holds 1.84% of 8.16% of the share its share capital as of	capital
10th	Issue, with preferential subscription rights, of shares and/or share equivalents of the Company or subsidiaries, and/or issue of securities entitling the allocation of debt instruments	26 months (until June 27, 2016)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Full amount of the authorization
11th	Issue, without preferential subscription rights, of shares and/or share equivalents of the Company or 2016) subsidiaries, and/or issue of securities entitling the allocation of debt instruments	26 months (until June 27,	€225 million for shares(1) (2) +€5 billion for debt securities(1)	None	Full amount of the authorization
12th	Issue, without preferential subscription rights, of shares or share equivalents giving access to the capital of the Company as part of an offer referred to in Article L. 411-2 II of the French Monetary and Financial Code	26 months (until June 27, 2016)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Full amount of the authorization
13th	Increase in the number of shares or other securities to be issued in the event of a securities issue with or without preferential subscription rights, in application of the 10th, 11th and 12th resolutions, limited to 15% of the initial issue	26 months (until June 27, 2016)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Full amount of the authorization
14th	Issue of shares and/or share equivalents of the Company limited to 10% of the share capital in consideration for contributions in kind granted to the Company and comprised of capital securities	26 months (until June 27, 2016)	€225 million for shares(1)(2) +€5 billion for debt securities(1)	None	Full amount of the authorization
15th	Capital increase reserved for members of the Group Employee Savings Plan	26 months (until June 27, 2016)	€30 million(2)	Capital increase of December 11, 2014 (20,636,262 shares issued of which 20,307,623 shares subscribed by employees and 328,639 newly issued bonus shares)	€9.3 million
16th	Capital increase reserved for any entity formed as part of the implementation of the international employee shareholding plan offered by the Group	18 months (until October 27, 2015)	€10 million(2)	Capital increase of December 11, 2014 (1,824,660 shares issued)	€8.2 million
18th	Capital increase by incorporation of premiums, reserves, profits or other	26 months (until June 27, 2016)	Aggregate amount that may be capitalized	None	Full amount of the authorization
19th	Authorization to reduce the share capital by canceling treasury stock	26 months (until June 27, 2016)	10% of the share capital per 24 month period	None	Full amount of the authorization

(1) This is a ceiling set by the Combined Shareholders' Meeting of April 28, 2014 for the issues decided pursuant to the 10th, 11th, 12th, 13th and 14th resolutions. (2) The overall ceiling for the issues decided by virtue of the 10th, 11th, 12th, 13th, 14th, 15th and 16th resolutions was set at €265 million by the 17th resolution of the Combined Shareholders' Meeting of April 28, 2014.

	Type of authorization Resolution or delegation of authority	Validity and expiration	Maximum nominal amount per authorization	Amounts utilized	Remaining balance
20th	Authorization to award bonus shares 18 months (a) to all employees and officers of Group companies (excluding officers October 27, 2015)capital(3) of the parent company) and (b) to employees who are members of the international employee shareholding plan offered by the Group	(until	Maximum shareholding: 0.5% of the share	Allocation on December 11, 2014 of 0.1 capital(3) shares, i.e. 0.01% of the share capital at February 27, 2015.	0.35% of the share
21st	Authorization to award bonus shares 18 months to certain employees and officers of Group companies (except for officers of the parent company)	(until October 27, 2015)capital(3)	Maximum shareholding: 0.5% of the share	Allocation of 3.4 million Performance Shares on December 10, 2014, of 0.1 million Performance Shares on February 25, 2015, and of 0.1 million shares under the offer reserved for employees on February 27, 2015, i.e 0.15% of share capital at February 27, 2015	0.35% of the share capital(3)

(3) This is a ceiling set by the Combined Shareholders' Meeting of April 28, 2014 for the awards decided pursuant to the 20th and 21st resolutions.

5.1.4 Five-year summary of changes in the share capital

ISSUANCE OF SHARES

Date	Event	Nominal amount (in euros)	Premium (in euros)	Share capital (in euros)	Number of shares	Par value per share (in euros)
	Jan. 20, 2010 Increase of the share capital resulting from the exercise of 1,348,559 stock options	1,348,559(1)	21,122,672.59	2,260,976,267	2,260,976,267	1.00
	Aug. 9, 2010 Increase of the share capital resulting from the exercise of 395,068 stock options	395,068	6,150,334.28	2,261,371,335	2,261,371,335	1.00
	Aug. 9, 2010 Reduction of the share capital resulting from the cancellation of 36,898,000 treasury shares	36,898,000	1,377,800,021	2,224,473,335	2,224,473,335	1.00
	Aug. 24, 2010Increase of the share capital resulting from the subscription of 22,165,290 shares under the capital increase reserved for participants in an employee savings plan offered by the Group	22,165,290	416,264,146.20	2,246,638,625	2,246,638,625	1.00
	Aug. 24, 2010Increase of the share capital resulting from 521,056 bonus shares issued by deduction from the €416,264,146.20 in additional paid-in capital mentioned above, under the capital increase reserved for participants in an employee savings plan offered by the Group	521,056	(521,056.00)	2,247,159,681	2,247,159,681	1.00
	Aug. 24, 2010Increase of the share capital resulting from the subscription of 2,016,272 shares following capital increases reserved for entities whose sole purpose is to purchase, hold and dispose of GDF SUEZ shares as part of the international employee shareholding plan offered by the Group	2,016,272	37,865,588.16	2,249,175,953	2,249,175,953	1.00
	Jan. 13, 2011 Increase of the share capital resulting from the exercise of 1,119,804 stock options	1,119,804(2)	17,772,036.01	2,250,295,757	2,250,295,757	1.00
	Aug. 9, 2011 Increase of the share capital resulting from the exercise of 871,535 stock options	871,535	14,816,093.98	2,251,167,292	2,251,167,292	1.00
	Jan. 11, 2012 Increase of the share capital resulting from the exercise of 1,468,916 stock options	1,468,916(3)	17,838,829.31	2,252,636,208	2,252,636,208	1.00

INFORMATION ON THE SHARE CAPITAL AND SHAREHOLDING 5.1 INFORMATION ON THE SHARE CAPITAL AND NON-EQUITY INSTRUMENTS

Date	Event	Nominal amount (in euros)	Premium (in euros)	Share capital (in euros)	Number of shares	Par value per share (in euros)
	May 21, 2012 Increase of the share capital resulting from the issue of 69,002,807 shares resulting from subscriptions related to the optional payment of a portion of the 2011 dividend in shares	69,002,807	1,057,241,969.05	2,321,639,015	2,321,639,015	1.00
	Aug. 1, 2012 Increase of the share capital resulting from the exercise of 134,434 stock options	134,434	2,070,175.10	2,321,773,449	2,321,773,449	1.00
	Oct. 22, 2012 Increase of the share capital resulting from the issue of 86,580,374 shares resulting from subscriptions related to the optional payment of the 2012 interim dividend in shares	86,580,374	1,362,479,204.55	2,408,353,823	2,408,353,823	1.00
	Jan. 22, 2013 Increase of the share capital resulting from the exercise of 4,470,266 stock options	4,470,266(4)	69,395,152.92	2,412,824,089	2,412,824,089	1.00
	Dec. 11, 2014Increase of the share capital resulting from the subscription of 20,307,623 shares under the capital increase reserved for participants in an employee savings plan offered by the Group	20,307,623	277,808,282.64	2,433,131,712	2,433,131,712	1.00
	Dec. 11, 2014Increase of the share capital resulting from the issue of 328,639 bonus shares by deduction from the additional paid-in capital under the capital increase reserved for participants in an employee savings plan offered by the Group	328,639	(328,639.00)	2,433,460,351	2,433,460,351	1.00
	Dec. 11, 2014Increase of the share capital resulting from the subscription of 1,824,660 shares following the capital increases reserved for any entity constituted in the course of the implementation of the international employee shareholding plan offered by the Group	1,824,660	24,961,348.80	2,435,285,011	2,435,285,011	1.00

(1) These new shares were recorded in GDF SUEZ's financial statements at December 31, 2009.

(2) These new shares were recorded in GDF SUEZ's financial statements at December 31, 2010.

(3) These new shares were recorded in GDF SUEZ's financial statements at December 31, 2011. (4) These new shares were recorded in GDF SUEZ's financial statements at December 31, 2012.

5.1.5 Stock repurchase

program to be submitted to the ordinary The 5th resolution of the Combined Ordinary and Extraordinary and extraordinary shareholders' meeting Shareholders' Meeting of April 28, 2014 authorized the Company to of April 28, 2015 trade in its own shares with a view to managing its shareholders'

• maximum number of shares that may be purchased for the April 28, 2015. duration of the program: 10% of the share capital;
• maximum total amount of acquisitions, net of fees: €9.6 billion. A. Main features of the program

A one-year liquidity agreement, renewable by tacit agreement, of an The main features and goals of the program are summarized below: initial value of €55 million was signed on May 2, 2006, on Euronext relevant securities: shares listed on Eurolist – SRD at the Paris Paris with Rothschild & Cie Banque. The amount of this agreement Stock Exchange or on Eurolist at the Brussels Stock Exchange; was increased to €150 million on July 22, 2008. maximum capital repurchase percentage authorized by the

The main purpose of this agreement is to reduce the volatility of the Shareholders' Meeting: 10%; GDF SUEZ share and therefore the risk perceived by investors. This maximum purchase price: €40 per share (excluding transaction agreement complies with the Code of Conduct drawn up by the costs). Association Française des Entreprises d'Investissement (French Association of Investment Companies). This agreement continued to B. Objectives of the stock repurchase program

Between January 1, and December 31, 2014, under the liquidity summarized below: agreement, the Company purchased 20,932,267 shares, for a total to ensure liquidity in the Company's shares by an investment of €403.2 million (€19.26 per share). Over the same period, and also service provider under liquidity agreements;

Furthermore, between January 1 and December 31, 2014, capital by the Extraordinary Shareholders' Meeting; GDF SUEZ did not purchase any shares intended to cover its to allocate or assign such shares to employees or former commitments to the beneficiaries of stock options, bonus shares or employees and corporate officers or former corporate officers of company savings plans. the Group;

Between January 1 and February 24, 2015, under the liquidity to set up stock purchase plans, bonus share plans on existing agreement, GDF SUEZ purchased 5,263,500 shares, for a total of shares, or employee shareholding plans under company savings €100.1 million (€19.02 per share). Over the same period, and also plans; in the latter case, for a maximum nominal amount of 1% of the share capital; under this agreement, GDF SUEZ sold 4,763,500 shares for a total price of €90.8 million (€19.07 per share). to allocate or sell such shares to any entity as part of

implementing an international employee shareholding plan for a Furthermore, between January 1 and February 24, 2015, maximum nominal amount of 0.5% of the share capital (these GDF SUEZ did not purchase any shares intended to cover its shares are allocated to the ceiling of 1% mentioned above); commitments to the beneficiaries of stock options, bonus shares or

5.1.5.1 Treasury stock 5.1.5.2 Description of the stock repurchase

equity according to the applicable laws and regulations. Pursuant to Articles 241-1 to 241-6 of the AMF's General Regulations, the purpose of the following program description is to Terms: set out the objectives, terms and conditions of GDF SUEZ's stock maximum purchase price: €40 per share (excluding transaction repurchase program, as it will be submitted to the Combined costs); Ordinary and Extraordinary Shareholders' Meeting to be held on

-

apply in 2014. The objectives of the GDF SUEZ stock repurchase program are

• under this agreement, GDF SUEZ sold 27,657,267 shares for a total to provide for the subsequent cancellation of the repurchased price of €539.0 million (€19.49 per share). shares under a decision or authorization to reduce the share
  -
  -
  -
• to provide for the holding and subsequent delivery of shares (as company savings plans. exchange, payment or otherwise) in the context of external On February 24, 2015, the Company held 1.86% of its share growth transactions within the limit of 5% of the share capital;
• capital, or 45,328,710 shares, including 950,000 shares under the to provide for the hedging of securities conferring entitlement to liquidity agreement and 44,378,710 shares to cover its Company share allocations upon the exercise of the rights commitments to the beneficiaries of stock options, bonus shares or attached to securities conferring entitlement by conversion, company savings plans. redemption, exchange, upon presentation of a warrant or other means of allocation of Company shares;
  • to implement any other market practices previously or subsequently authorized or to be authorized by market authorities.

Company on the date of the General Shareholders' Meeting, i.e. Maximum term of the stock repurchase program

C. Terms and conditions On February 24, 2015, GDF SUEZ directly held: 45,328,710 shares, or 1.86% of the share capital.

Maximum percentage of share capital that may be Therefore, based on the estimated share capital at the date of the repurchased and maximum amount payable Meeting, the stock repurchase program could cover up to by GDF SUEZ 198 million shares, representing 8.14% of the share capital, for a The maximum number of shares that may be purchased by maximum amount payable of €7.9 billion. GDF SUEZ may not exceed 10% of the share capital of the

approximately 243.5 million shares, for a maximum theoretical The stock repurchase program will be in effect for a period of amount of €9.7 billion. GDF SUEZ reserves the right to hold the 18 months beginning on the date of this Shareholders' Meeting, i.e. maximum amount authorized. until October 27, 2016.

5.1.6 Non-equity

5.1.6.1 Irredeemable and non-voting securities

Gaz de France issued irredeemable and non-voting securities in 1985 and 1986 in two tranches, A and B. At January 1, 2014, only 194,440 Tranche A securities were still outstanding; Tranche B securities were fully repaid in 2000. In 2014, all the Tranche A irredeemable and non-voting securities were repaid.

5.1.6.2 Deeply subordinated securities

Following the first transaction in July 2013, GDF SUEZ initiated an new issue of deeply subordinated perpetual securities in May 2014. On May 28, 2014, the prospectus for the transaction was approved by the French Financial Markets Authority (AMF) under number 14-251. This transaction allowed the Group to raise an amount equivalent to €2.0 billion in two tranches with an average coupon of 3.4%.

						Amount issued
Issuer	Currency	Coupon rate	Issue date	Maturity	First option for redemption	(in stated currency) (in millions)	Exchange	ISIN Code
GDF SUEZ	EUR	3.875%	July 10, 2013	Perpetual	July 10, 2018	600	Paris	FR0011531714
GDF SUEZ	GBP	4.625%	July 10, 2013	Perpetual	Jan. 10, 2019	300	Paris	FR0011531722
GDF SUEZ	EUR	4.750%	July 10, 2013	Perpetual	July 10, 2021	750	Paris	FR0011531730
GDF SUEZ	EUR	3.000%	June 2, 2014	Perpetual	June 2, 2019	1000	Paris	FR0011942226
GDF SUEZ	EUR	3.875%	June 2, 2014	Perpetual	June 2, 2024	1000	Paris	FR0011942283

These securities are rated A3 by Moody's and BBB+ by Standard & Poor's.

In accordance with the provisions of IAS 32, and given their characteristics, these instruments are recognized in equity in the Group's consolidated financial statements (see Section 6.2, "Consolidated financial statements" - Notes 16.3.2.2 and 18.2.1).

5.1.6.3 Euro Medium Term Notes (EMTN) Program

GDF SUEZ has a €25 billion EMTN program. This program was updated on October 2, 2014 and approved by the AMF under number 14-534.

5.1.6.4 Bonds

The main features of bond issues outstanding at December 31, 2014 by the Company and issued or guaranteed by GIE GDF SUEZ ALLIANCE, of which the Company is a member, are listed in the table below.

				Amount issued
					(in stated currency)
Issuer	Currency	Coupon rate	Issue date	Maturity	(in millions)	Exchange	ISIN Code
GDF SUEZ	EUR	5.125%	Feb. 19, 2003	Feb. 19, 2018	687	Paris	FR0000472334
						Luxembourg
Belgelec Finance	EUR	5.125%	June 24, 2003	June 24, 2015	450	Luxembourg	FR0000475741
GDF SUEZ Alliance	EUR	5.750%	June 24, 2003	June 24, 2023	1,000	Luxembourg	FR0000475758
Electrabel	EUR	4.750%	April 10, 2008	April 10, 2015	454	Luxembourg	BE0934260531
GDF SUEZ(1)	EUR	6.875%	Oct. 24, 2008	Jan. 24, 2019	834	Luxembourg	FR0010678185
GDF SUEZ(1)	GBP	7.000%	Oct. 30, 2008	Oct. 30, 2028	500	Luxembourg	FR0010680041
GDF SUEZ(1)	JPY	3.180%	Dec. 18, 2008	Dec. 18, 2023	15,000	None	FR0010697193
GDF SUEZ(1)	EUR	5.625%	Jan. 16, 2009	Jan. 18, /2016	1,043	Luxembourg	FR0010709279
GDF SUEZ(1)	EUR	6.375%	Jan. 16, 2009	Jan. 18, /2021	1,000	Luxembourg	FR0010709451
GDF SUEZ(1)	GBP	6.125%	Feb. 11, 2009	Feb. 11, 2021	611	Luxembourg	FR0010721704
GDF SUEZ(1)	EUR	5.000%	Feb. 23, 2009	Feb. 23, 2015	750	Luxembourg	FR0010718189
GDF SUEZ(1)	GBP	5.000%	Oct. 1, 2010	Oct. 1, 2060	1,100	Paris	FR0010946855
GDF SUEZ(1)	EUR	2.750%	Oct. 18, 2010	Oct. 18, 2017	564	Paris	FR0010952739
GDF SUEZ(1)	EUR	3.500%	Oct. 18, 2010	Oct. 18, 2022	762	Paris	FR0010952770
GDF SUEZ(1)	EUR	5.950%	March 16, 2011	March 16, 2111	300	Paris	FR0011022474
GDF SUEZ(1)	EUR	3.046%	Oct. 17, 2011	Oct. 17, 2018	150	Paris	FR0011131846
GDF SUEZ(1)	CHF	1.500%	Oct. 20, 2011	Oct. 20, 2017	300	SIX	CH013975685-9
GDF SUEZ(1)	EUR	3.896%	Oct. 24, 2011	Oct. 24, 2023	100	Paris	FR0011133495
GDF SUEZ(1)	EUR	3.125%	Nov. 21, 2011	Jan. 21, 2020	424	Paris	FR0011147305
GDF SUEZ(1)	EUR	1.500%	June 1, 2012	Feb. 1, 2016	1,000	Paris	FR0011261890
GDF SUEZ(1)	EUR	2.250%	June 1, 2012	June 1, 2018	729	Paris	FR0011261916
GDF SUEZ(1)	EUR	3.000%	June 1, 2012	Feb. 1, 2023	1,000	Paris	FR0011261924
GDF SUEZ(1)	EUR	2.500%	July 2, 2012	Jan. 21, 2020	400	None	FR0011278506
GDF SUEZ(1)	JPY	1.260%	July 6, 2012	July 6, 2022	10,000	Paris	FR0011283134
GDF SUEZ(1)	EUR	1.500%	July 20, 2012	July 20, 2017	750	Paris	FR0011289222
GDF SUEZ(1)	EUR	2.625%	July 20, 2012	July 20, 2022	661	Paris	FR0011289230
GDF SUEZ(1)	CHF	1.125%	Oct. 9, 2012	Oct. 9, 2020	275	SIX	CH0195288102
GDF SUEZ(1)	CHF	1.625%	Oct. 9, 2012	Oct. 9, 2024	175	SIX	CH0195288193
GDF SUEZ	USD	1.625%	Oct. 10, 2012	Oct. 10, 2017	750	None	US36160BAB18
GDF SUEZ	USD	2.875%	Oct. 10, 2012	Oct. 10, 2022	750	None	US36160BAA35
GDF SUEZ(1)	EUR	Eur3M + 58 bps	April 16, 2013	April 16, 2020	200	Paris	FR0011464171
GDF SUEZ(1)	NOK	4.02%	April 22, 2013	April 22, 2024	500	Paris	FR0011470822
GDF SUEZ(1)	EUR	3.375%	March 25, 2013	March 25, 2033	100	None	FR0011450964
GDF SUEZ(1)	USD	3.75%	April 18, 2013	April 18, 2033	50	Paris	FR0011469006
GDF SUEZ	EUR	0.00%	April 2, 2013	April 2, 2038	80	None	-
GDF SUEZ(1)(2)	EUR	1.375%	May 19, 2014	May 19, 2020	1,200	Paris	FR0011911239
GDF SUEZ(1)(2)	EUR	2.375%	May 19, 2014	May 19, 2026	1,300	Paris	FR0011911247

(1) Issued under the EMTN program.

(2) Green Bond (see Section 5.1.6.5 "Green Bond").

On March 4th 2015, GDF SUEZ achieved a four-tranche €2.5 billion bond issue. The average coupon rate of the issue is 0.75% and the average maturity is 9.8 years.

5.1.6.5 Green Bond

5.1.6.5.1 Description of the bond

In its will to reduce greenhouse gas emissions, GDF SUEZ is developing a diversified portfolio comprised of facilities allowing the production of energy from renewable sources and the implementation of energy efficiency solutions, thus reducing the energy consumption level of its facilities and customers. The Group's investment strategy is based on becoming a key leader in energy transition.

To fund these developments, on May 19, 2014, GDF SUEZ issued a green bond for a total of €2.5 billion, in two tranches comprised of €1.2 billion for 6 years and €1.3 billion for 12 years. The funds raised by this bond are intended to support the Group's investments in projects that satisfy environmental, social and societal criteria, specifically projects that are "eligible" as defined in the use of proceeds clause in the final terms of the Green Bond issue.

Until the funds raised are entirely allocated to eligible projects (or after in case of change in allocations), GDF SUEZ is commited to provide information in its Registration Document on the fund allocations made during the period concerned.

As part of the Green Bond, GDF SUEZ is commited to fulfill the following conditions:

• eligible projects must respect the criteria determined by GDF SUEZ in conjunction with Vigeo. Eligible projects include new projects that meet the eligibility criteria and/or investments made since January 1, 2013 on existing projects that meet the eligibility criteria. The amounts allocated are calculated after deduction of any funding already dedicated to these projects.
• at December 31 of the year in question, the Group must hold cash (or cash equivalents) of an amount at least equal to the funds raised by the Green Bond, less amounts allocated to fund eligible projects as of that date.

5.1.6.5.2 Eligibility criteria

The eligibility criteria are described below and are also available in a dedicated section of the GDF SUEZ website (http://www.gdfsuez.com/en/investors/fixed-income/green-bond-fight-climate-change). These criteria were drawn up together with Vigeo and were used to select the projects funded in the two-year period from January 1, 2013 to December 31, 2014.

Category of projects	Indicators
Renewable energy	Installed capacity in MW
Energy efficiency Percentage of reduction in energy consumption
Criteria	Principles of action
Fight against climate change	The project is not linked to energy production by fossil fuels or nuclear sources and contributes to the decrease of GHG emissions of the business area
Environmental management	Project specifications include environmental requirements
	Environmental impact assessment (Environmental Impact Analysis or equivalent) and implementation of appropriate measures to limit, mitigate or compensate negative impacts
	Implementation of environmental reporting on the project
Protection of biodiversity and natural resources	Impact analysis on biodiversity and natural resources (included in the EIA or equivalent) and implementation of appropriate measures if the site is classified as a priority
Promotion of local economic development	Actions taken to foster economic development through local purchases and/or opportunities generated for local employment, e.g. direct and indirect jobs created
Local consultation and communities well-being	Assessment of project impacts on local population, health problems and/or cultural heritage (social impact assessment or equivalent) and implementation of appropriate measures to limit, mitigate or compensate negative impacts (when appropriate)
	Consultation actions carried out and conduction of a satisfaction survey with local stakeholders
Promotion of business ethics	Promotion of ethical practices with suppliers and subcontractors via "Ethics and CSR" contractual clause
	Training of the purchasers about business ethics (responsibilities, competition rules, anti-corruption measures)
	Analysis and approval of subcontractors on their positive records for similar projects and on verification of any reputation risk
Responsible procurement	Traceability of the project's purchasing process, with request for proposal process (except if justification)
	Integration of CSR and compliance issues in the evaluation of the project's suppliers
	E-learning for purchasers on responsible procurement
Protection of health and safety conditions	Health & Safety approbation of the project covering risk analysis and prevention plan (or equivalent) for the construction phase
	Promotion of health and safety protection to suppliers via contractual clause
	Appointment of Health and Safety Coordinator (or equivalent) for the project duration
Quality of employment conditions	Salaries analysis to ensure that the salaries of all employees involved in the project are higher than the legal minimum wage of the project country(1)
ESG assessment	Positive recommendation of GDF SUEZ Sustainability Department based on the project ESG assessment through the GDF SUEZ Internal Sustainable Development Investment Criteria

(1) This principle of action only applies to GDF SUEZ Group employees.

Note: In 2014, the arrangememnts in place within the Group have been strenghtened to improve the consideration for "Promotion of business ethics" and "Responsible procurement" criteria in contracts.

5.1.6.5.3 Eligible projects

At December 31, 2014, the eligible projects financed by the Green Bond issue and which meet the above conditions are listed in the following table:

Project Name	Region/Country	Project category	Indicators (1)	Expected year of commissioning
Ecova(2)	North America / USA	Energy efficiency	3% (3)	N/A
Jirau	Latin America / Brazil	Hydropower	3 750 MW	2013 to 2016
Laja	Latin America / Chile	Hydropower	34 MW	2014
Quitaracsa	Latin America / Peru	Hydropower	112 MW	2015
Locheristi, Poperinge, and Sint Gillis waas	Europe / Belgium	Onshore wind	21 MW	2013/14
Besse sur Issole	Europe / France	Solar	14 MW	2013
Hangest	Europe / France	Onshore wind	21 MW	2015
SHEM	Europe / France	Hydropower	10 MW	2013/14/15
Somme-Soude	Europe / France	Onshore wind	21 MW	2014
Heating networks with biomass generation	Europe / France and Italy	Biomass	12 MW+344 MW(th)	2015/16/17
Santa Chiara	Europe / Italy	Solar	3 MW	2014
Alizeu	Europe / Romania	Onshore wind	50 MW	2013

(1) Renewable energy projects: the total installed capacity is the projected capacity upon full commissioning of facilities.

(2) Ecova is a service company whose activities include reducing consumer's energy consumption.

(3) Number of kWh saved in 2014 by final consumers after Ecova's services, relative to total annual consumption.

The total amount of funds allocated to eligible projects listed above - Jirau (hydroelectric) 6,180,620 tons of CO2 eq. per year (in full amounted to €866.7 million at December 31, 2014. Note that this operational phase – data available at: amount includes investments made in 2014 and in 2013 in these http://cdm.unfccc.int/Projects/DB/LRQA%20Ltd1356533361.56/view

The Green Bond contributes to the funding or acquisition of eligible year (in full operational phase – data available at: projects in (1) renewable energy (wind, solar, hydroelectric and/or http://cdm.unfccc.int/Projects/DB/TUEV-SUED1169475557.62/view biomass) and (2) energy efficiency:

1) Renewable energy

In full operational mode, these projects should help to reduce basis of the program developed by the U.S. Environmental greenhouse gas emissions by a minimum of 6 million tons of CO2 Protection Agency's (EPA), Greenhouse Gas Equivalencies eq. per year. The contributions of the two projects listed as meeting Calculator, available on the website: the criteria of the Kyoto Protocol's "Clean Development Mechanism" http://www.epa.gov/cleanenergy/energy-resources/refs.html. (UNFCCC) are as follows:

projects. - Quitaracsa (hydroelectric): 249,463 metric tons of CO2 eq. per

2) Energy efficiency 5

In May 2014, GDF SUEZ announced the acquisition of Ecova, a Renewable energy forms a large part of GDF SUEZ's power company specialized in implementing sustainable energy solutions generation portfolio. With installed production capacity of for energy suppiers and industrial and business customers in North 16,838 MW at the end of 2012, GDF SUEZ is one of the leaders in America. Its activities also include solutions that help this sector, which includes hydroelectricity, biomass, biogas, and end-consumers to reduce their energy consumption. Only the wind and solar power. These low-carbon resources play an portion of the Ecova acquisition price corresponding to this activity essential role in energy transition and combatting climate change. was financed through the Green Bond (€52.2 million).

At December 31, 2014, 11 eligible projects were financed in In 2014, Ecova's eligible activities contributed to a total reduction of renewable energy for a total of €814.5 million, thanks to funds 8.1 million tons of CO2 emissions, the equivalent of 922,034 tons of raised through the Green Bond. The Group plans to invest an CO2 emissions per year(1). This reduction directly reflects the equivalent amount over the next three years. reduction of energy use described above and is calculated on the

(1) In the United States, electric power operators trade energy efficiency gains as alternative resources to the construction of new generation units. To measure these efficiency gains, the operators, in agreement with the regulators, define the components of the reference portfolio (energy mix), its lifetime and evolution over time. Other assumptions are integrated into the model. This measurement process is very precisely monitored by the operators and regulators. The total CO2 reduction plus energy efficiency gains is estimated on the basis of the CO2 which would have been produced in the event of implementation and operation of a generation unit, taking into account the average lifetime of all the constituent elements of this unit.

The amount shown on the line Cash and cash equivalents on the Deloitte & Associés, to provide a statement certifying compliance of consolidated balance sheet at December 31, 2014 exceeds the the undertaken projects with the eligibility criteria, the amounts amount of funds raised from the issue and not allocated to eligible allocated to thoses projects, and the amount held by the Group in

Green Bond amount not already allocated to eligible projects. In line with the commitments made in the use of proceeds clause, GDF SUEZ asked one of the Statutory Auditors of GDF SUEZ SA,

projects, or €1,633.3 million. "Cash and cash equivalents", and representing the balance of the

5.1.6.5.4 Attestation from one of the Statutory Auditors of GDF SUEZ SA on the information related to the allocation, as of December 31, 2014, of funds raised through the Green Bond issued on May 19, 2014

This is a free translation into English of the attestation from one of the Statutory Auditors of GDF SUEZ SA on the information related to the allocation, as of December 31, 2014, of funds raised through the Green Bond issued on May 19, 2014 originally issued in French and is provided solely for the convenience of English speaking readers.

This attestation should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.

information. Accordingly, our audit tests and samples were not and in accordance with your request, we have prepared this carried out with this objective and we do not express any opinion on attestation on the information related to the allocation, as of any component of the accounts taken individually. These December 31, 2014, of funds raised through the Green Bond issued consolidated financial statements, which have not yet been on May 19, 2014 (the "Issue"), in two tranches totaling 2.5 billion approved by the Shareholders' Meeting, have been audited and our euros, contained in the attached document "Green Bond", and report thereon is dated March 3, 2015. prepared pursuant to the use of proceeds of the final terms, signed

in France. For the purposes of this attestation, our work consisted, Bond debt securities holders, presents an allocation of the funds using sampling techniques or other methods of selection, in: raised from the Issue to eligible projects ("Eligible Projects"), over the period from January 1, 2013 to December 31, 2014, for a total understanding the procedures implemented by the Company for amount of 866.7 million euros. producing the information contained in the attached document;

Projects referred to in the attached document to Eligible Criteria; accounting records used for the preparation of the consolidated

• On the basis of our work, we have no matters to report on: the consistency of the amount raised from the Issue allocated to Eligible Criteria; the accounting records.
• year ended December 31, 2014, of an amount of cash, cash Eligible Projects with data underlying the accounting records; equivalent and money market instruments higher than the remaining the consistency with the consolidated financial statements for the

- Projects, as of December 31, 2014. interpretation on the Final Terms;

have been strengthened to improve the consideration for "Promoting jointly with the other Statutory Auditor, the consolidated financial Business Ethics" and "Responsible Purchasing" criteria in contracts. statements of the Company for the years ended December 31, 2013 and 2014. Our audits were conducted in accordance with This attestation has been prepared solely for your attention within professional standards applicable in France, and were planned and the context described above and may not be used, distributed or performed for the purpose of forming an opinion on the referred to for any other purpose.

To the Group's Chairman and Chief Executive Officer, consolidated financial statements taken as a whole and not on any individual component of the accounts used to determine the In our capacity as statutory auditor of GDF Suez SA (the "Company")

on May 15, 2014, of each of the two tranches (the "Final Terms"). Our engagement, which constitutes neither an audit nor a review, was performed in accordance with professional standards applicable This document, prepared for the purposes of informing the Green

• This information was prepared under your responsibility, based on the verifying the compliance, in all material respects, of the Eligible

• financial statements for the years ended December 31, 2013 and 2014. verifying the consistency of the amount raised from the Issue allocated to Eligible Projects with data underlying the accounting records; Our role is to report on:

  • verifying that the cash, cash equivalent and money market the compliance, in all material respects, of the Eligible Projects instruments balance as in the consolidated financial statements referred to in the attached document, with the eligibility criteria for the year ended December 31, 2014 is higher than the defined and approved jointly by both the Company and Vigeo, remaining balance of net proceeds not allocated to Eligible ⁵ referred to in the attached document and in the appendices to Projects, as of December 31, 2014. the Final Terms (the "Eligibility Criteria");

• Eligible Projects, as of December 31, 2014, with data underlying the compliance, in all material respects, of the Eligible Projects to

• the consistency with the consolidated financial statements for the the consistency of the amount raised from the Issue allocated to
• balance of net proceeds not allocated to Eligible Projects. year ended December 31, 2014, of an amount of cash, cash However, we have no responsibility: equivalent and money market instruments higher than the remaining balance of net proceeds not allocated to Eligible for challenging the Eligibility Criteria, and, in particular, we give no

Without modifying the conclusion expressed above, we draw your for forming an opinion on the use of the funds allocated to Eligible Projects after such funds have been allocated. attention to the note included in section "5.1.6.5.2 Eligibity Criteria" which states that, in 2014, the arrangements in place within the Group In the context of our role as Statutory Auditor, we have audited,

Neuilly-sur-Seine, March 3, 2015 One of the Statutory Auditors

DELOITTE & ASSOCIES

Véronique Laurent

GDF SUEZ set up a €5 billion commercial paper program on 2014 was US\$1,808.4 million. August 13, 2008. This program was updated on June 17, 2014 and

5.2 SHAREHOLDING

5.2.1 Stock exchange quotation

TRADING VOLUMES AND HIGH AND LOW PRICES OF GDF SUEZ SHARES IN PARIS

	Low(1)	Low(1)
	(in euros)	(in euros)	Volume of transactions(2)
2014
January	17.435	16.255	5,276,067
February	18.615	16.330	5,847,727
March	19.960	18.225	6,173,326
April	19.995	18.175	5,732,223
May	20.485	18.545	5,732,998
June	21.090	20.105	5,195,632
July	20.395	19.250	4,924,815
August	19.060	18.445	5,133,904
September	19.860	18.940	5,114,561
October	19.715	16.935	7,475,191
November	19.900	18.395	5,759,088
December	20.520	18.275	5,693,983

(1) Rates obtained from daily closing prices.

(2) Daily average (source: Bloomberg).

Subsequent to the deregistration of GDF SUEZ with the US Securities & Exchange Commission on October 30, 2009, GDF SUEZ maintains an unlisted Level 1 American Depositary Receipt (ADR) program on a U.S. stock exchange. These ADRs are traded on the NASDAQ over-the-counter market.

5.2.2 Breakdown of share capital – Changes in shareholding

At December 31, 2014, the Company held 2,435,285,011 shares, including 44,829,797 in treasury stock.

In fiscal 2014, the Company's share capital was increased by 22,460,922 shares with a par value of €1 through the issue of 22,460,922 shares under the "Link 2014" employee shareholding plan.

5.1.6.6 Commercial paper was approved by the Banque de France. At December 31, 2014 the amount outstanding was €3,729.5 million.

The Company has short-term financing programs (commercial The Company also implemented a US commercial paper program in paper and US commercial paper). place for US\$4.5 billion. The amount outstanding on December 31,

	December 31, 2014		December 31, 2013		December 31, 2012
	Number of shares	% of share capital	% of voting rights(1)	% of share capital	% of voting rights	% of share capital	% of voting rights
French State	810,797,264	33.29	33.92	36.71	37.53	36.71	37.58
Employee shareholding	77,460,675	3.18	3.24	2.35	2.40	2.26	2.31
Groupe Bruxelles Lambert (GBL)	57,701,905	2.37	2.41	2.40	2.46	5.10	5.22
CDC Group	45,894,091	1.88	1.92	1.90	1.94	1.90	1.95
CNP Assurances	24,670,003	1.01	1.03	1.03	1.06	1.03	1.06
Sofina	9,158,904	0.38	0.38	0.53	0.54	0.53	0.54
Treasury stock	44,829,797	1.84	-	2.18	-	2.30	-
Management	Not significant	Not significant	Not significant	Not significant	Not significant	Not significant	Not significant
Public		56.05	57.10	52.90	54.07	50.17	51.34
		100%	100%	100%	100%	100%	100%

MAJOR CHANGES IN GDF SUEZ SHAREHOLDINGS DURING THE PAST THREE FISCAL YEARS

(1) Calculated based on the number of shares and voting rights outstanding at December 31, 2014.

After the transferral by the French government of 1.36 million shares of GDF SUEZ to the Group's employees on February 27, 2015, pursuant to the applicable regulations, the State's interest in the share capital as of this date was 33.24%.

5.2.3 Disclosure thresholds

NOTIFICATIONS OF LEGAL DISCLOSURE THRESHOLDS RECEIVED SINCE JANUARY 1, 2014

Dec. 11, 2014	Lowering	33.29%	French State
The French State fell below the threshold of one-third of the share		To the Company's knowledge, as of the date of this Registration

capital of GDF SUEZ when the capital increase reserved for Document, only the French State holds share capital and/or voting employees of GDF SUEZ was carried out on December 11, 2014. rights in GDF SUEZ that exceed one of the legal thresholds. 5 This transaction had been authorized in advance by Decree The Company has no knowledge of any shareholders owning 5% or No. 2014-1084 of September 25, 2014, in accordance with the more of GDF SUEZ's share capital that have notified it of crossing provisions of Order No. 2014-948 of August 20, 2014 on the legal disclosure thresholds. governance and capital transactions of state-owned companies.

5.2.4 Golden share

Pursuant to the French Energy Code and Act No. 2014-384 of could harm French energy interests as regards the continuity and March 29, 2014, the French State must hold over one-third of the safeguarding of supplies. Company's capital or voting rights; the State's holding may fall Under the terms of Article 2 of Decree No. 2007-1790 of below this threshold provided it returns to the threshold of one-third December 20, 2007, and its Appendix, the assets covered by the

Pursuant to the French Energy Code and Decree No. 2007-1790 of natural gas transmission pipelines located in France; December 20, 2007, the share capital of GDF SUEZ includes a assets related to the distribution of natural gas in France; golden share (resulting from the conversion of one ordinary share) underground natural gas storage located in France; which is held by the French State, and is aimed at protecting France's critical interests in the energy sector and ensuring the liquefied natural gas facilities located in France. continuity and safeguarding of energy supplies. The golden share is In accordance with Decree No. 93-1296 of December 13, 1993 granted to the French State indefinitely and entitles it to veto applied pursuant to Article 10 of Act No. 86-912 (as amended) decisions made by GDF SUEZ, or its French subsidiaries, which relating to privatizations and concerning certain rights attached to directly or indirectly seek to sell in any form whatsoever, transfer the the golden share, and to Decree No. 2007-1790 of operation, assign as collateral or guarantee, or change the intended December 20, 2007, all decisions of this nature must be reported to use of certain assets covered by the Decree, if it considers they the Minister of the Economy.

of the capital or voting rights within two years. French State's right of veto pursuant to the golden share are:

-

-

The decisions mentioned above are deemed to be authorized if the Pursuant to Decree 93-1296 of December 13, 1993, any Minister of the Economy does not veto them within one month of transaction executed in violation of Decree 2007-1790 of the date of their disclosure, as recorded by a receipt issued by the December 20, 2007 is automatically null and void. administration. This period may be extended for a period of 15 days As of the date of this Registration Document, to GDF SUEZ's by order of the Minister of the Economy. Before the expiration of the knowledge, there is no agreement relating to an option on any entity aforementioned one-month period, the Minister of the Economy that is a member of the GDF SUEZ Group and is subject to these may waive the right to veto. If there is a veto, the Minister of the provisions or any agreement which, if implemented, could lead to a Economy will communicate the reasons of his or her decision to the change in its control. company in question. The decision of the Minister of the Economy may be appealed.

5.2.5 Dividend distribution policy

GDF SUEZ seeks to pursue a dynamic and attractive dividend The Group's objectives described in Section 6.1.1.8 "Outlook" do distribution policy. To encourage and reward shareholder loyalty, not, however, constitute a commitment by the Company, and future the General Shareholders' Meeting of April 28, 2014 instituted a dividends will be assessed on a year-by-year basis depending on 10% dividend mark-up for shareholders who have held their shares the Company's performance, financial position and any other factor in registered form for at least two years, this 10% being the considered relevant by the Board of Directors when preparing its maximum amount authorized by Article L. 232-14 of the French proposals to the General Shareholders' Meetings. Commercial Code. This measure will apply for the first time to the The Board of Directors will propose to the General Shareholders' dividend payment for fiscal year 2016 and will be capped at 0.5% of Meeting of April 28, 2015 the payment of a full dividend for fiscal

the share capital for a single shareholder, as stipulated in year 2014 of €1.0 per share, including the €0.50 per share already Article 232-14 of the French Commercial Code. paid as an interim dividend.

Dividend per share

GDF SUEZ DIVIDENDS OVER THE LAST FIVE YEARS

Fiscal year (fully paid-up shares)	Net dividend per share (in euros)
2009	1.47
2010	1.50
2011	1.50
2012	1.50
2013	1.50

After a period of five years, unclaimed dividends are automatically paid to the French Treasury.

6

MANAGEMENT REPORT

6.1	MANAGEMENT REPORT	176	6.3	STATUTORY AUDITORS' REPORT ON
6.1.1	Management report	176		THE CONSOLIDATED FINANCIAL STATEMENTS
6.1.2	Cash and shareholder's equity	193
6.2	FINANCIAL STATEMENTS	195	6.4	PARENT COMPANY FINANCIAL STATEMENTS
6.2.1	Consolidated financial statements	196
6.2.2	Notes to the consolidated financial statements	203	6.5	STATUTORY AUDITORS' REPORT ON THE PARENT COMPANY FINANCIAL

6.1	MANAGEMENT REPORT	PAGE 176	6.3	STATUTORY AUDITORS' REPORT ON	PAGE
6.1.1	Management report	176		THE CONSOLIDATED FINANCIAL STATEMENTS	327
6.1.2	Cash and shareholder's equity	193
6.2	FINANCIAL STATEMENTS	195	6.4	PARENT COMPANY FINANCIAL STATEMENTS	329
6.2.1	Consolidated financial statements	196
6.2.2	Notes to the consolidated financial statements	203	6.5	STATUTORY AUDITORS' REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS	376

6.1 MANAGEMENT REPORT

6.1.1 Management report

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), amortization charges mainly owing to the significant impairment 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

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).

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

2013, which had a €2.3 billion impact, revenues were down by working capital requirements, and the change in working capital 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.

6.1.1.1 Revenues and earnings trends

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

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

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

EBITDA TRENDS

In millions of euros

6

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 to the scope of consolidation had a positive basis; €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 GTT further to its initial public offering at the end of February 2014. result of the commissioning of new assets that took place over

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

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

-

• 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

6.1.1.2 Business trends

6.1.1.2.1 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 6 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:

• wind farm complex and the increase in average bilateral sales events in the north-east of the country in the first quarter of 2014.
• E-CL; and for GNLM Mejillones, the commissioning of the sold.

Revenues for the region totaled €2,740 million, down 5.2% based Current operating income after share in net income of entities on reported figures and down 0.6% on an organic basis, chiefly accounted for using the equity method totaled €688 million, 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 lower market prices, weaker demand and less availability EBITDA growth and lower depreciation and amortization charges. (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

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

to an improvement in captured spreads compared to 2013. Current operating income after share in net income of entities 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, a weaker performance in Brazil, mainly due to the unfavorable 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, the completion of the commissioning of the Trairi of US power generation activities, aided further by extreme weather

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

onshore LNG storage tank in February 2014; 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 Ilo Cold Reserve thermal plant and higher energy demand, diversions performed by the Global Gas & LNG business line. particularly from regulated customers.

EBITDA came in at €956 million, up 10.2% on an organic basis, Current operating income after share in net income of entities mainly due to the strong year-round performance from the US accounted for using the equity method amounted to €982 million, 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 Asia-Pacific by weaker overall performances in the LNG business due to a decline in average cargo diversion margins.

the Australian retail business. Revenues for the United Kingdom & Turkey region totaled €2,957 million, down 16.2% on a reported basis partly due to asset Electricity sales remained stable at 42.8 TWh, with lower volumes in disposals in Continental Europe. On an organic basis, revenues for Australia fully offsetting the 1.1 TWh increase in Thailand. Natural the region fell 14.5%, hit by lower sales volumes from UK retail gas sales rose by 0.6 TWh to 3.7 TWh. activities.

pressure on market prices and volumes. EBITDA came in at €380 million, up 10.6% on an organic basis due

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 on an organic basis. This increase comes mainly from the 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

South Asia, Middle East & Africa 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

May 2013). Current operating income after share in net income of entities accounted for using the equity method amounted to €286 million, Electricity sales amounted to 8.7 TWh, representing an increase of up 1.7% on an organic basis. This increase is explained by the 1.4 TWh. This is mainly due to the acquisition of Meenakshi (positive same factors that impacted EBITDA trends.

6.1.1.2.2 Energy Europe

	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%

(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 Current operating income after share in net income of entities 6 17.5% on an organic basis. This decrease chiefly reflects the impact accounted for using the equity method also fell, reflecting the of climatic conditions on gas sales (2014 was a particularly mild year decline in EBITDA. This was partially offset by lower depreciation whereas 2013 had been a particularly cold one), the fall in sales and amortization charges following the impairment losses prices, and periods of outages at certain nuclear facilities. Gas sales recognized against certain assets at December 31, 2013. amounted to 606 TWh, including 95 TWh to key accounts. Central Western Europe (CWE) Electricity sales amounted to 160 TWh. At end-December 2014, Energy Europe had almost 13.8 million individual customers for gas

€29,285 million, down 18.9%, or 18.8% lower on an organic basis. The business line's EBITDA dropped 29.8% to €2,020 million (down 29.2% on an organic basis). 2014 was penalized by unfavorable CWE's EBITDA declined by 39.4% (38.9% on an organic basis), weather conditions, the shutdown of the Doel 3 and Tihange 2 due to unfavorable climatic conditions, lower prices, outages at the power plants as from March 26, 2014 and the Doel 4 plant between three nuclear reactors Doel 3, Tihange 2 and Doel 4, and the August 5 and December 19, the fall in prices on the electricity impact of price "catch-up" adjustments recorded in France in 2013. market, and the price "catch-up" adjustments in France recognized Current operating income after share in net income of entities in 2013 (relating to 2011 and 2012, and concerning natural gas). accounted for using the equity method also fell in line with the

and almost 5.7 million electricity customers. The contribution of CWE to Group revenues amounted to

These impacts were partly offset by performance efforts within the decline in EBITDA, partially offset by lower depreciation and business line and by the fall in net additions to provisions compared amortization charges following the impairment losses recognized to 2013. against certain assets at December 31, 2013.

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%

MANAGEMENT REPORT 6.1 MANAGEMENT REPORT

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.

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

electricity and gas in Italy (wholesale market and end customers). and benefited from lower depreciation and amortization charges.

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

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.

6.1.1.2.3 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 reported basis compared to 2013. Organic growth came in at for 2013), following the recent commissioning of facilities, offset 21.5%. by the negative impact of the decrease in commodity prices;

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. 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 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.

6.1.1.2.4 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.

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, due to milder climatic conditions in 2014 compared to 2013. 2013 is offset by the commissioning of new facilities.

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

6.1.1.2.5 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 exceptionally mild weather in Europe in 2014 which had an 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 energy sales. by these plants. Current operating income after share in net income of entities EBITDA for Energy Services rose 8.2% to €1,127 million on a accounted for using the equity method amounted to €791 million,

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

-

6.1.1.2.6 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.

6.1.1.3 Other income statement items

			% change (reported
In millions of euros	Dec. 31, 2014	Dec. 31, 2013	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

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

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

• of previously held interests in accordance with IFRS 3) which had

(€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 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; year-on-year, at €669 million, owing to the impairment losses "Changes in scope of consolidation" (gains and losses on the recognized in 2013. disposal of consolidated equity interests or on remeasurements

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

6.1.1.4 Changes in net debt capital requirements (€1.2 billion), net investments (including changes in Group structure) carried out by the Group (€3.9 billion)

The net debt to EBITDA ratio came out at 2.27 at December 31, 2014. 6

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

commodity prices (Brent crude) on margin calls. Cash generated from operations before income tax and working capital requirements amounted to €11,776 million in 2014, down €1,349 million compared with 2013.

The fall was in line with the EBITDA performance and also reflected net changes in additions to provisions since these are now taken into account in the revised definition of EBITDA.

6.1.1.4.1 Change in working capital requirements Cash generated from operations before 6.1.1.4.2

income tax and working capital The change in working capital requirements represents a negative requirements impact of €1.2 billion, mainly related to the impact of fluctuations in

6.1.1.4.3 Net investments

Gross investments during the period amounted to €7,079 million Energy International business line (€689 million) in connection and included: with 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 the 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 Capital expenditure breaks down as follows by business line: to develop communicating "smart" meters; and by the

In millions of euros

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

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

6.1.1.4.4 Dividends and movements in treasury stock

Dividends and movements in treasury stock during the period interim dividend in respect of 2014 (€0.50 per share) paid in amounted to €3,584 million and included: October 2014;

€2,767 million in dividends paid by GDF SUEZ SA to its dividends paid by various subsidiaries to their non-controlling shareholders, consisting of the outstanding balance on the shareholders in an amount of €761 million, payment of interest 2013 dividend (€0.67 per share) paid in May 2014, and an on hybrid debt, withholding tax and movements in treasury stock.

6.1.1.4.5 Net debt at December 31, 2014

Excluding amortized cost but including the impact of foreign Including the impact of financial instruments, 80% of net debt is at currency derivatives, at December 31, 2014 a total of 69% of net fixed rates. debt was denominated in euros, 13% in US dollars and 6% in The average maturity of the Group's net debt is 9.1 years.

pounds sterling. At December 31, 2014, the Group had total undrawn credit lines of €13.3 billion.

6.1.1.5 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).

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

partially offset by depreciation and amortization (negative €4.7 billion Regarding other items of comprehensive income, actuarial losses 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

between the two reporting periods, the Group has prepared pro the SUEZ Environnement company group forma information as at December 31, 2013. as an associate

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

INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2013

6.1.1.6 Pro forma financial statements including To allow better operational and financial performance comparability

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
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	6
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).

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

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

net operating loss of €676 million in 2013, chiefly reflecting the consolidation benefit of €368 million and €441 million in 2014 and decrease in energy margins, partly offset by a reduction in external 2013, respectively.

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.

6.1.1.7 Parent company financial statements Non-recurring items included €203 million in non-recurring expenses, chiefly due to the combined effect of debt restructuring 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 The Company posted a net operating loss of €1,354 million versus a €768 million in 2013. These two amounts include a tax

expenses, and in depreciation, amortization and provisions. Net income for the year came out at €411 million.

€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.

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.

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

6.1.1.8 Outlook

2015 financial targets(1): a resilient net recurring income despite guidance is based on estimates for EBITDA and current operating the drop in oil/gas price thanks to the implementation of a income(2) of, respectively, €11.7 to 12.3 billion and €6.8 to targeted "Quick Reaction Plan" 7.4 billion.

Given the recent major drop in oil and gas price, which has a In addition, given its medium term growth perspectives and cash significant impact, in the short term, on the Group's businesses generation for 2015-2016, the Group reaffirms its capital allocation (estimated at around -€900 million on EBITDA 2015 and -€350 policy for the period 2014-2016 as follows: million on Net recurring income, Group share, based on forward net capex(3) between €6 and 7 billion per year on average; prices as of December 31, 2014), the Group has decided to launch net debt/EBITDA ratio below or equal to 2.5x and "A" category ^aquick operational reaction plan in addition to Perform 2015, credit rating; focused on targeted reductions in opex (€250 million impact on and a stable dividend policy with a pay-out ratio(4) of 65-75% EBITDA 2015) combined with a shift of some growth capex (€2 and a minimum of 1 euro per share, payable in cash. 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 weather in France, in line with the figure published for 2014. This

6.1.2 Cash and shareholder's equity

6.1.2.1 Borrowing conditions and financial structure applicable to the Issuer "Green Bond".

Gross debt (excluding bank overdrafts, amortized cost and financial AMF (October 2, 2014). derivative instruments) amounted to €36.4 billion on December 31, Ratings 2014, down from the previous year, and was primarily made up of €22.9 billion in bond issues and €6.6 billion in bank loans (including GDF SUEZ has been rated A/A-1 by Standard & Poor's and A1/P-1 by Moody's with a stable outlook since July 2014 and April 2014, finance leases). Other loans and drawdowns on credit lines accounted for a total of €1.7 billion. Short-term loans (commercial respectively. paper) accounted for 14% of total gross debt at the end of 2014.

77% of the gross debt was issued on financial markets (bond issues 6.1.2.2 Restrictions on the use of capital

Net debt, excluding amortized costs, the effect of financial derivative credit lines (usable, among other things, as back-up lines for the instruments and cash collateral, came to €27.5 billion at the end of commercial paper programs) of €13.3 billion. Of these lines, 91%

At the end of 2014, the net debt was 69% denominated in euros, covenant or bound by a credit risk rating. The counterparties of

facility was in use as of the end of 2014. After the impact of derivatives, 80% of the net debt was at a fixed rate. On December 31, 2014, the average cost of gross debt stood Furthermore, the Group has set up credit lines in some subsidiaries, at 3.14%, down 26 points compared to 2013. The average maturity for which the documentation includes ratios related to their financial

The main transactions in 2014 affecting financial debt are described "financial covenants", are determined by agreement with the lenders in Note 16.3.2 of Section 6.2 "Consolidated financial statements". In and may be reviewed during the life of the loan. addition, the Group renewed €5 billion in pooled credit lines ahead The most frequent ratios are: of schedule, extending their maturity to April 2019.

-

The list of projects financed under the Green Bond issued in May 2014 for a total of €2.5 billion is found in Section 5.1.6.5

In 2014, the annual update of the prospectus for GDF SUEZ's Debt structure €25 billion EMTN program received approval No. 14-534 from the

and commercial paper). On December 31, 2014, the Group had total undrawn confirmed 2014. are managed in a pooled fashion and are not subject to any financial 13% in US dollars and 6% in British pounds, excluding amortized these lines are well diversified, with no single counterparty holding 6 cost but after the foreign exchange impact of derivatives. more than 6% of the total of these pooled lines. No pooled credit

of net debt was 9.1 years. standing. These lines of credit are not guaranteed by GDF SUEZ SA or GIE GDF SUEZ Alliance.

Main transactions in 2014 The definition, as well as the level of these ratios, also known as

• (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.
• Debt Service Coverage Ratio = Cashflow available to meet annual 6.1.2.3 Expected sources on financing to honor interest and principal payments on debt, or for servicing interest commitments relative to investment decisions (Interest Coverage Ratio = EBIT/interest expense in the period);
• period); However, it may call upon the capital markets on an ad hoc basis.

At December 31, 2014, all Group companies whose debt is specific projects. consolidated were compliant with the covenants and The Group has a total of €3.4 billion in credit lines or loans expiring

In addition, at December 31, 2014 it had €8.9 billion in cash (net of In 2014, a default was declared on a participating interest of the Energy Europe business line, with no impact on the lines available to bank overdrafts) and a total of €13.3 billion in available lines (not net the Group. A debt restructuring agreement is being negotiated with of the amount of commercial paper issued), including €1 billion expiring in 2015. the lenders and could be concluded by the end of the first half of 2015.

Loan Life Coverage Ratio (= Net Present Value of Cashflow The Group believes that its funding needs will be covered by Available for Debt Service ("CFADS") / Outstanding Debt in the available cash and the possible use of its existing credit facilities.

Debt/Equity ratio or maintenance of a minimum amount of equity. If necessary, dedicated financing could be established for very

representations contained in their financial documentation. in 2015 (excluding the maturity of €5.2 billion in commercial paper).

6.2 FINANCIAL STATEMENTS

	statements	203
NOTE 1	Accounting standards and methods	203
NOTE 2	Impact of applying the new consolidation standards to the comparative 2013 financial statements	218
	the equity method	231
NOTE 5	Main changes in Group structure	240
NOTE 6	Segment information	248
NOTE 7	Current operating income	253
NOTE 8	Income/(loss) from operating activities	254
NOTE 12	Earnings per share	265
NOTE 13	Goodwill	265
NOTE 14	Intangible assets	271
NOTE 15	Property, plant and equipment	273

		PAGE	NOTE 16		PAGE
6.2.1	Consolidated financial statements	196		Financial instruments	275
6.2.2	Notes to the consolidated financial statements	203	NOTE 17	Risks arising from financial instruments	285
			NOTE 18	Equity	297
NOTE 1	Accounting standards and methods	203	NOTE 19	Provisions	300
NOTE 2	Impact of applying the new consolidation standards to the comparative 2013 financial statements	218	NOTE 20	Post-employment benefits and other long-term benefits	303
NOTE 3	Main subsidiaries at December 31, 2014	225	NOTE 21	Exploration-production activities	310
NOTE 4	Investments in entities accounted for using		NOTE 22	Finance leases	311
	the equity method	231	NOTE 23	Operating leases	312
NOTE 5	Main changes in Group structure	240	NOTE 24	Share-based payments	313
NOTE 6	Segment information	248	NOTE 25	Related party transactions	317
NOTE 7	Current operating income	253	NOTE 26	Executive compensation	318
NOTE 8	Income/(loss) from operating activities	254	NOTE 27
NOTE 9	Net financial income/(loss)	258		Working capital requirements, other assets and other liabilities	319
NOTE 10	Income tax expense	260	NOTE 28	Legal and anti-trust proceedings	320
NOTE 11	Net recurring income Group share	264	NOTE 29	Subsequent events	325
NOTE 12	Earnings per share	265	NOTE 30	Fees paid to the statutory auditors and to
NOTE 13	Goodwill	265		members of their networks	326
NOTE 14	Intangible assets	271	NOTE 31	Information regarding Luxembourg and Dutch companies exempted from the
NOTE 15	Property, plant and equipment	273		requirement to publish annual financial statements	326

6.2.1 Consolidated financial statements

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).

(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 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).

(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).

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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). (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). 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.

Statement of changes in equity

In millions of euros	Number of shares	Share capital	Addi- tional paid-in capital	Conso- lidated reserves	Deeply subor dinated perpetual notes	Changes in fair value and other	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 in fair perpetual value and other	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).

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.

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.

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.

6.2.2 Notes to the consolidated financial statements

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

amount disclosures for non-financial assets; these amendments (IASB) and endorsed by the European Union (1). have been early adopted at December 31, 2013. The accounting standards applied in the consolidated financial Amendments to IAS 39 – Financial Instruments: Recognition and statements for the year ended December 31, 2014 are consistent Measurement – Novation of derivatives and continuation of hedge with the policies used to prepare the consolidated financial accounting; these amendments have no material impact on the statements for the year ended December 31, 2013, except for Group's consolidated financial statements. those described in § 1.1.1 below. ⁶

1.1.1 IFRS standards, amendments and IFRIC interpretations effective in 2015 and that the Group has elected not applicable in 2014 to early adopt in 2014

-

• Amendment to IAS 28 Investments in Associates and Joint the Group's annual consolidated financial statements.

IFRS 9 – Financial Instruments (2) briefly described in § 1.4.1. For the impact on the Group's . consolidated financial statements, see Note 2. IFRS 15 – Revenue from Contracts with Customers (2).

acquisitions of interests in Joint Operations (2). This standard requires the disclosure of information that enables depreciation and amortization (2) structured entities, as well as the impact of those interests on the . Group's financial position, financial performance and cash flows.

1.1 Accounting standards Thus, information has to be provided about significant assumptions and judgments made to determine that the Group

-

1.1.2 IFRS standards, amendments and IFRIC interpretations

• IFRS 10 Consolidated Financial Statements. Annual Improvements to IFRSs 2011-2013.
• IFRS 11 Joint Arrangements. IFRIC 21 Levies; this interpretation has no material impact on

Ventures. 1.1.3 IFRS standards and amendments applicable after 2015 Modifications introduced by these new consolidation standards are

-

• IFRS 12 Disclosure of Interests in Other Entities. Amendments to IFRS 11 Joint Arrangements: Accounting for
• to evaluate the risks associated with the Group's interests in Amendments to IAS 16 Property, Plant and Equipment and subsidiaries, joint arrangements, associates and unconsolidated 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.
• Amendments to IFRS 10 and IAS 28 Sale or contribution of 1.3.1 Estimates

The impact resulting from the application of these standards and information. Final outcomes could differ from those estimates.

The Group used some of the options available under IFRS 1 for its assumed in a business combination (see Note 5);

• translation adjustments: the Group elected to reclassify 1.4.5); cumulative translation adjustments within consolidated equity at measurement of provisions, particularly for nuclear waste
• business combinations: the Group elected not to restate business pensions and other employee benefits (see § 1.4.15); combinations that took place prior to January 1, 2004 in financial instruments (see § 1.4.11);

1.2 Measurement and presentation basis

The consolidated financial statements have been prepared using the 1.3.1.1 Measurement of the fair value of assets acquired and liabilities historical cost convention, except for financial instruments that are assumed in a business combination accounted for according to the financial instrument categories

applicable discount rate. In accordance with IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations", assets or groups of assets held for sale These assumptions reflect management's best estimates. are presented separately on the face of the statement of financial 1.3.1.2 Recoverable amount of goodwill, property, plant and equipment position, at the lower of their carrying amount and fair value less and intangible assets costs to sell.

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

1.3 Use of estimates and judgment

The economic and financial crisis prompted the Group to step up its The cash flow projections for the electricity and gas activities in risk oversight procedures and include an assessment of these risks the CWE region are based on a large number of key in measuring financial instruments and performing impairment tests. assumptions, such as the long-term prices for fuel and CO2, The Group's estimates used in business plans and determination of expected trends in gas and electricity demand and in power discount rates used in impairment tests and for calculating prices, the market outlook, as well as changes in the regulatory provisions take into account the crisis situation and the resulting environment (especially concerning nuclear capacities in Belgium

assets between an investor and its associate or joint venture (2). The preparation of consolidated financial statements requires the Amendments to IAS 1 – Disclosure initiative (2). use of estimates and assumptions to determine the value of assets Amendments to IAS 19 – Employee Benefits – Defined benefit and liabilities and contingent assets and liabilities at the reporting plans: employee contributions. date, as well as revenues and expenses reported during the period.

Annual Improvements to IFRSs 2010-2012. Due to uncertainties inherent in the estimation process, the Group Annual Improvements to IFRSs 2012-2014 (1). regularly revises its estimates in light of currently available

amendments is currently being assessed. The key estimates used in preparing the Group's consolidated

• financial statements relate mainly to: 1.1.4 Reminder of IFRS 1 transition options measurement of the fair value of assets acquired and liabilities
• transition to IFRS in 2005. The options that continue to have an measurement of the recoverable amount of goodwill and other effect on the consolidated financial statements are: intangible assets, property, plant and equipment (see § 1.4.4 and
  • January 1, 2004; processing and storage, dismantling obligations, disputes,
    -
  • accordance with IFRS 3. measurement of revenues not yet metered, so called un-metered revenues (see § 1.3.1.6);

    - measurement of recognized tax loss carry-forwards (see Note 10.3).

The key assumptions and estimates used to determine the fair value defined by IAS 39. of assets acquired and liabilities assumed include the market Assets or group of assets held for sale outlook for the measurement of future cash flows, and the

The key assumptions used in the impairment tests on material goodwill CGUs are as follows:

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

important market volatility. and the extension of drawing rights agreements for French nuclear plants), and the prospects of renewal of the Group's hydro concessions in France. The key assumptions also include

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

the discount rate used to calculate the value in use of this 1.3.1.6 Revenues

medium-term business plan corresponds to the expected figures are only an estimate. Regulated Asset Base (RAB) with no premium at the end of 2020.

1.3.1.3 Estimates of provisions and average price.

Parameters having a significant influence on the amount of 1.3.1.7 Measurement of recognized tax loss carry-forwards 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

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

1.3.2 Judgment 6 These parameters are based on information and estimates deemed

The modification of certain parameters could involve a significant judgments to define the appropriate accounting policies to apply to

Pension commitments are measured on the basis of actuarial In particular, the Group exercised its judgment in determining the assumptions. The Group considers that the assumptions used to nature of control, the classification of arrangements which contain a measure its obligations are appropriate and documented. However, lease, the recognition of acquisitions of non-controlling interests any changes in these assumptions may have a material impact on prior to January 1, 2010 and the identification of "own use"

sale contracts (electricity, gas, etc.). 1.3.1.5 Financial instruments

on an active market, the Group uses valuation techniques that are entities accounted for using the equity method". based on certain assumptions. Any change in these assumptions In accordance with IAS 1, the Group's current and non-current could have a material impact on the resulting calculations. assets and liabilities are shown separately on the consolidated

goodwill CGU. Revenues generated from types of customers whose energy Distribution CGU (Infrastructures business line) consumption is metered during the accounting period, particularly The cash flow projections are drawn up based on the tariff for customers supplied with low-voltage electricity or low-pressure gas, public natural gas distribution networks (known as "ATRD 4"), are estimated at the reporting date based on historical data, which entered into effect for a period of four years on July 1, consumption statistics and estimated selling prices. For sales on 2012, and on the overall level of investments agreed by the networks used by a large number of grid operators, the Group is French Energy Regulatory Commission (Commission de allocated a certain volume of energy transiting through the networks Régulation de l'Énergie – CRE) as part of its decision on the by the grid managers. The final allocations are sometimes only ATRD 4 tariff. The terminal value calculated at the end of the known several months down the line, which means that revenue

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

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

to be appropriate by the Group at the current time. As well as relying on estimates, Group management also makes adjustment of these provisions. certain activities and transactions, particularly when the effective IFRS standards and interpretations do not specifically deal with the 1.3.1.4 Pensions related accounting issues.

the resulting calculations. contracts, as defined by IAS 39, within non-financial purchase and

Entities for which judgment has been exercised are listed in Notes 3 To determine the fair value of financial instruments that are not listed "Main subsidiaries at December 31, 2014" and 4 "Investments in

statement of financial position. For most of the Group's activities, the breakdown into current and non-current items is based on when assets are expected to be realized, or liabilities extinguished. Assets Amendments to IAS 28 – Investments in Associates and Joint Ventures expected to be realized or liabilities extinguished within 12 months The amendments to IAS 28 mainly concern the following points: of the reporting date are classified as current, while all other items when a portion of an investment in an associate or a joint venture are classified as non-current.

1.4 Accounting methods

Likewise, when an investment in a joint operation becomes an Arrangements and amendments to IAS 28 – Investments in

Group: IFRS 10 supersedes IAS 27 – Consolidated and separate Financial Statements and SIC 12 – Consolidation – Special purpose entities. controlled entities (subsidiaries) are fully consolidated in This standard introduces a new definition of control. An investor (the accordance with IFRS 10; Group) controls an entity and therefore must consolidate it as a interests in associates and joint ventures: subsidiary, if it has all the following: The Group accounts for its investments in associates (entities

• rights to variable returns from its involvement with the entity; using the equity method;
• the ability to use its power over the entity to affect the amount of interests in joint operations:

IFRS 11 supersedes IAS 31 – Interests in Joint Ventures and SIC 13 expenses. – Jointly Controlled Entities – Non-Monetary Contributions by Production sharing contracts, in particular in oil and gas

The new standard distinguishes between two types of joint outside the scope of IFRS 11. Contractors account for their rights

A joint operation is a joint arrangement whereby the parties that comparative 2013 financial statements".

• meets the criteria to be classified as held for sale, the accounting treatment of the retained portion is now clarified. IFRS 5 applies to the portion that is held for sale, whereas the retained portion continues to be accounted for using the equity method;
• if an investment in an associate becomes an investment in a joint 1.4.1 Scope and methods of consolidation venture because the ownership interest has increased, previously held interests can no longer be remeasured at fair value. IFRS 10 – Consolidated Financial Statements, IFRS 11 – Joint investment in an associate due to a decrease of the ownership Associates and Joint Ventures, were endorsed by the European interest, the retained interest can no longer be remeasured at fair Union in May 2012 and have to be applied since January 1, 2014. value.

IFRS 10 – Consolidated Financial Statements Applying these new standards has the following consequences for the

-

the ability to direct the relevant activities of the entity; over which the Group has significant influence) and joint ventures,

the investor's return. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance IFRS 11 – Joint Arrangements with the IFRSs applicable to these assets, liabilities, revenues and

Venturers. exploration and production activities, are considered to be to a portion of production and reserves, based on the contractual arrangements: joint ventures and joint operations. clauses.

A joint venture is a joint arrangement whereby the parties that have The impact of these new consolidation standards on the joint control of the arrangement have rights to the net assets of the comparative 2013 financial statements is disclosed in Note 2 arrangement. "Impact of applying the new consolidation standards to the

have joint control of the arrangement have rights to the assets and The lists of the main entities accounted for using the full obligations for the liabilities, relating to the arrangement. consolidation method and the equity method are respectively listed in Note 3 "Main subsidiaries at December 31, 2014" and Note 4 "Investments in entities accounted for using the equity method".

1.4.2 Foreign currency translation methods 1.4.4.1 Goodwill

1.4.2.1 Presentation currency of the consolidated financial statements Recognition of goodwill

The Group's consolidated financial statements are presented Due to the application of IFRS 3 revised at January 1, 2010, 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;

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 fair value adjustments arising on the acquisition of Measurement of goodwill

Business combinations carried out prior to January 1, 2010 have inflows from other CGUs.

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 amortization and any accumulated impairment losses.

in euros (€). Group is required to separately identify business combinations carried out before or after this date.

1.4.2.2 Functional currency Business combinations carried out prior to January 1, 2010

Functional currency is the currency of the primary economic Goodwill represents the excess of the cost of a business environment in which an entity operates, which in most cases combination (acquisition price of shares plus any costs directly corresponds to local currency. However, certain entities may have a attributable to the business combination) over the Group's interest functional currency different from local currency when that other in the fair value of the acquiree's identifiable assets, liabilities and currency is used for an entity's main transactions and better reflects contingent liabilities recognized at the acquisition date (except if the its economic environment. business combination 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 – 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 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

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

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 more frequently where an indication of impairment is identified. of the entities and translated at the year-end exchange rate. ⁶ 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

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 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

- amounts paid or payable as consideration for rights relating to related assets, not exceeding 40 years; concession contracts or public service contracts; concession assets;

• helped finance the construction of certain nuclear power stations

Other internally-generated or acquired intangible assets operated by third parties and in consideration received the right to purchase a share of the production over the life of the assets. Other intangible assets include mainly: Said capacity rights are amortized over the useful life of the

• customer portfolios acquired on business combinations; the GDF Gaz de France brand and gas supply contracts acquired capacity rights, in particular regarding power stations; the Group as part of the business combination with Gaz de France in 2008.

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

Items of property, plant and equipment are recognized at historical 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 component of an item of property, plant and equipment with a 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.

not amortized but an impairment test has to be performed annually. carried in the consolidated statement of financial position at the 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 1.4.5.1 Initial recognition and subsequent measurement and useful lives as set out below.

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

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 Representatives with respect to the gradual phase-out of nuclear category. The minimum periods relate to smaller equipment and energy for the industrial production of electricity, the useful lives of furniture, while the maximum periods concern network nuclear power stations were reviewed and adjusted prospectively to infrastructures and storage facilities. In accordance with the law of 40 years as from 2003, except Tihange 1 the operating life of which January 31, 2003 adopted by the Belgian Chamber of has been extended by 10 years by the law of December 18, 2013.

Fixtures and fittings relating to the hydro plant operated by the the financial statements of a concession grantor and concession Group are depreciated over the shorter of the contract term and operator, while IFRIC 12 deals with the treatment to be applied by useful life of the assets, taking into account the renewal of the the concession operator in respect of certain concession concession period if such renewal is considered to be reasonably arrangements.

Geological and geophysical studies are expensed in the year in and at what price; and

Exploration costs (other than geological and geophysical studies) back the infrastructure at the end of the concession. are temporarily capitalized in "pre-capitalized exploration costs" Concessions outside the scope of IFRIC 12 before the confirmation of the technical feasibility and commercial viability of extracting resources. These exploration drilling costs are Concession infrastructures that do not meet the requirements of IFRIC 12 are presented as property, plant and equipment. temporarily capitalized when the following two conditions are met:

• French law no. 46-628 of April 8, 1946. reserves exist and that the project is technically and economically viable. This progress is assessed based on criteria such as whether any additional exploratory work (drilling, seismic studies 1.4.8 Impairment of property, plant and equipment and or other significant surveys) is underway or firmly planned for the intangible assets near future. Progress is also assessed based on any expenses In accordance with IAS 36, impairment tests are carried out on

In accordance with this method known as "successful efforts" that are not amortized are tested for impairment annually. method, when the exploratory phase has resulted in proven, commercially viable reserves, the related costs are reported in Impairment indicators

The depreciation of production assets, including site rehabilitation significant changes to the environment in which the assets are costs, starts when the oil or gas field is brought into production, and operated or when economic performance is worse than expected. is based on the unit of production method (UOP). According to this The main impairment indicators used by the Group are described 6 method, the depletion rate is equal, since January 1, 2014, to the below: ratio of oil and gas production for the period to probable reserves. external sources of information: Before this date, the ratio was based on proven developed

market environment in which the entity operates or to which an This change of estimate has been decided in view of the evolution of asset is dedicated, the Group's portfolio of production assets. This change aims to – fall in demand, improve the economic vision of benefits consumption of the production assets, given the new production cycle that considerably – changes in energy prices and US dollar exchange rates; affected the profile of the portfolio. internal sources of information:

The estimated annual impact resulting from this change is an – evidence of obsolescence or physical damage not budgeted for in increase of the current operating income after share in net income the depreciation/amortization schedule, of entities accounted for using the equity method of €250 million, – worse-than-expected performance, and an increase of net income Group share of €75 million.

1.4.7 Concession arrangements

SIC 29 – Service Concession Arrangements: Disclosures, prescribes the information that should be disclosed in the notes to

certain. For a concession arrangement to fall within the scope of IFRIC 12, 1.4.6 Assets relating to the exploration and production of usage of the infrastructure must be controlled by the concession grantor. This requirement is met when the following two conditions mineral resources are met:

• The Group applies IFRS 6 Exploration for and Evaluation of the grantor controls or regulates what services the operator must Mineral Resources. provide with the infrastructure, to whom it must provide them,
• which they are incurred. the grantor controls the infrastructure, i.e., retains the right to take

sufficient reserves have been found to justify completion as a This is the case of the distribution of gas in France. The related producing well assuming the required capital expenditure is assets are recognized in accordance with IAS 16, since GrDF made; operates its network under long-term concession arrangements, most of which are mandatorily renewed upon expiration pursuant to the Group has made significant progress in determining that

incurred in conducting development studies and on the fact that items of property, plant and equipment and intangible assets where the Group may be required to wait for the relevant government or there is an indication that the assets may be impaired. Such third party authorizations for the project, or for available transport indications may be based on events or changes in the market capacity or treatment capacity at existing facilities. environment, or on internal sources of information. Intangible assets

property, plant and equipment and depreciated over the period Property, plant and equipment and intangible assets with finite during which the reserves are extracted. Otherwise, the costs are useful lives are only tested for impairment when there is an expensed as incurred. indication that they may be impaired. This is generally the result of

• reserves. significant changes in the economic, technological, political or
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  • fall in resources for exploration & production activities.

Items of property, plant and equipment and intangible assets are The Group holds assets for its various activities under lease tested for impairment at the level of the individual asset or contracts. cash-generating unit (CGU) as appropriate, determined in These leases are analyzed based on the situations and indicators accordance with IAS 36. If the recoverable amount of an asset is set out in IAS 17 in order to determine whether they constitute lower than its carrying amount, the carrying amount is written down operating leases or finance leases. to the recoverable amount by recording an impairment loss. Upon A finance lease is defined as a lease which transfers substantially all recognition of an impairment loss, the depreciable amount and

asset to the lessee. All leases which do not comply with the Impairment losses recorded in relation to property, plant and definition of a finance lease are classified as operating leases. equipment or intangible assets may be subsequently reversed if the The following main factors are considered by the Group to assess if recoverable amount of the assets is once again higher than their a lease transfers substantially all the risks and rewards incidental to carrying value. The increased carrying amount of an item of ownership: whether (i) the lessor transfers ownership of the asset to property, plant or equipment attributable to a reversal of an the lessee by the end of the lease term; (ii) the lessee has an option impairment loss may not exceed the carrying amount that would to purchase the asset and if so, the conditions applicable to have been determined (net of depreciation/amortization) had no

amounts to at least substantially all of the fair value of the leased In order to review the recoverable amount of property, plant and asset. equipment and intangible assets, the assets are grouped, where 1.4.9.1 Accounting for finance leases appropriate, into cash-generating units (CGUs) and the carrying amount of each unit is compared with its recoverable amount.

On initial recognition, assets held under finance leases are recorded For operating entities which the Group intends to hold on a as property, plant and equipment and the related liability is long-term and going concern basis, the recoverable amount of an recognized under borrowings. At inception of the lease, finance asset corresponds to the higher of its fair value less costs to sell and leases are recorded at amounts equal to the fair value of the leased its value in use. Value in use is primarily determined based on the asset or, if lower, the present value of the minimum lease payments. present value of future operating cash flows and a terminal value. Standard valuation techniques are used based on the following 1.4.9.2 Accounting for operating leases

• discount rates based on the specific characteristics of the expense on a straight-line basis over the lease term. operating entities concerned;
• 1.4.9.3 Accounting for arrangements that contain a lease terminal values in line with the available market data specific to

Discount rates are determined on a post-tax basis and applied to lease but convey rights to customers/suppliers to use an asset or a post-tax cash flows. The recoverable amounts calculated on the group of assets in return for a payment or a series of fixed basis of these discount rates are the same as the amounts obtained payments. Contracts meeting these criteria should be identified as by applying the pre-tax discount rates to cash flows estimated on a either operating leases or finance leases. In the latter case, a finance pre-tax basis, as required by IAS 36. receivable should be recognized to reflect the financing deemed to

and its customers as lessees. related recoverable amount of the assets concerned is based on market value less costs of disposal. Where negotiations are The Group is concerned by this interpretation mainly with respect ongoing, this value is determined based on the best estimate of to:

In the event of a decline in value, the impairment loss is recorded in contract conveys to the purchaser of the energy an exclusive the consolidated income statement under "Impairment losses". right to use a production asset;

Impairment 1.4.9 Leases

the risks and rewards incidental to the ownership of the related possibly the useful life of the assets concerned is revised.

exercising that option; (iii) the lease term is for the major part of the impairment loss been recognized in prior periods. economic life of the asset; (iv) the asset is of a highly specialized Measurement of recoverable amount nature; and (v) the present value of minimum lease payments

main economic data: Payments made under operating leases are recognized as an

the operating segments concerned and growth rates associated IFRIC 4 deals with the identification of services and take-or-pay with these terminal values, not to exceed the inflation rate. sales or purchasing contracts that do not take the legal form of a be granted by the Group where it is considered as acting as lessor For operating entities which the Group has decided to sell, the

• their outcome as of the reporting date. some energy purchase and sale contracts, particularly where the
  • certain contracts with industrial customers relating to assets held by the Group.

Inventories are measured at the lower of cost and net realizable Financial instruments are recognized and measured in accordance value. Net realizable value corresponds to the estimated selling price with IAS 32 and IAS 39. in the ordinary course of business, less the estimated costs of 1.4.11.1 Financial assets completion and the estimated costs necessary to make the sale.

receivables, and financial assets measured at fair value through Nuclear fuel purchased is consumed in the process of producing income, including derivative financial instruments. Financial assets electricity over a number of years. The consumption of this nuclear are broken down into current and non-current assets in the fuel inventory is recorded based on estimates of the quantity of consolidated statement of financial position. electricity produced per unit of fuel.

Gas inventories

Working gas is classified in inventory and measured at weighted These items are measured at fair value on initial recognition, which average purchase cost upon entering the transportation network generally corresponds to the acquisition cost plus transaction costs. regardless of its source, including any regasification costs.

An impairment loss is recognized when the net realizable value of fair value is measured using valuation models based primarily on

European Directive 2003/87/EC establishes a greenhouse gas value of the investment below its historical acquisition cost is judged (GHG) emissions allowance trading scheme within the European significant or prolonged enough to require an impairment loss to be Union. Under the Directive, each year the sites concerned have to recognized. In this case, the loss is recognized in income under surrender a number of allowances equal to the total emissions from "Impairment losses". Only impairment losses recognized on debt

income. As there are no specific rules under IFRS dealing with the accounting treatment of GHG emissions allowances, the Group Loans and receivables carried at amortized cost decided to apply the following principles:

• emission rights purchased on the market are recognized at On initial recognition, these loans and receivables are recorded at acquisition cost;

The Group records a liability at year-end in the event that it does not Leasing guarantee deposits are recognized at their nominal value. have enough emission rights to cover its GHG emissions during the period. This liability is measured at the market value of the On initial recognition, trade and other receivables are recorded at allowances required to meet its obligations at year-end or based on fair value, which generally corresponds to their nominal value.

In the absence of current IFRS standards or interpretations on Financial assets at fair value through income accounting for energy savings certificates, the following principles are applied: These financial assets meet the qualification or designation criteria

• set out in IAS 39. in the event that the number of ESC's held exceeds the obligation
• cost for those ESC's acquired or cost incurred for those ESC's measured at fair value at the statement of financial position date and generated internally).

1.4.10 Financial instruments Inventories 1.4.11

Financial assets comprise available-for-sale securities, loans and The cost of inventories is determined based on the first-in, first-out method or the weighted average cost formula. receivables carried at amortized cost including trade and other

Available-for-sale securities

"Available-for-sale securities" include the Group's investments in Gas injected into underground storage facilities includes working non-consolidated companies and equity or debt instruments that do gas which can be withdrawn without adversely affecting the not satisfy the criteria for classification in another category (see operation of the reservoir, and cushion gas which is inseparable below). Cost is determined using the weighted average cost from the reservoirs and essential for their operation (see § 1.4.5.1). formula.

At each reporting date, available-for-sale securities are measured at Group inventory outflows are valued using the weighted average fair value. For listed securities, fair value is determined based on the unit cost method. quoted market price at the reporting date. For unlisted securities, inventories is lower than their weighted average cost. recent market transactions, discounted dividends and future cash flows or net asset value. Changes in fair value are recorded directly Greenhouse gas emissions rights in other comprehensive income, except when the decline in the the installations during the previous calendar year. instruments (debt securities/bonds) may be reversed through

This item primarily includes loans and advances to associates or emission rights are classified as inventories, as they are non-consolidated companies, guarantee deposits, trade and other consumed in the production process; receivables.

emission rights granted free of charge are recorded in the fair value plus transaction costs. At each statement of financial 6 position date, they are measured at amortized cost using the statement of financial position at a value of nil. effective interest rate method.

the contracts price concluded to hedge this lack of emission rights. Impairment losses are recorded based on the estimated risk of non-recovery. This item also includes amounts due from customers Energy savings certificates (ESC) under construction contracts.

at the reporting date this is accounted for as inventory; otherwise, This item mainly includes trading securities and short-term a liability is recorded; investments which do not meet the criteria for classification as cash ESC inventories are valued at weighted average cost (acquisition or cash equivalents (see § 1.4.12). The financial assets are changes in fair value are recorded in the consolidated income carrying amount of the non-controlling interests, the difference is statement. recognized as goodwill;

Financial liabilities include borrowings, trade and other payables, corresponding adjustment to goodwill;

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

• financial liabilities in respect of which the Group does not have an value of liabilities recognized against goodwill. unconditional right to defer settlement for at least 12 months after the reporting date; 1.4.11.3 Derivatives and hedge accounting

Measurement of borrowings and other financial liabilities risks.

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

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

listed and unlisted securities, and firm commitments or options to As regards structured debt instruments that do not have an equity purchase or sell non-financial assets that involve physical delivery of component, the Group may be required to separate an "embedded" the underlying. derivative instrument from its host contract. The conditions under 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 expected purchase, sale or usage requirements. the issue and the fair value of the embedded derivative. The separation of components upon initial recognition does not give rise The second step is to demonstrate, in particular, that:

The debt is subsequently recorded at amortized cost using the basis. In particular, forward purchases or sales with physical effective interest method, while the derivative is measured at fair 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

Other financial liabilities primarily include put options granted by the arbitration;

As no specific guidance is provided by IFRS, and based on 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 financial options, which are accounted for as derivative financial recognized prior to January 1, 2010 using its previous accounting instruments. policies:

interests. When the value of the put option is greater than the

• at each reporting date, the amount of the financial liability is 1.4.11.2 Financial liabilities revised and any changes in the amount are recorded with a
• derivative financial instruments and other financial liabilities. payments of dividends to non-controlling interests result in an
• financial liabilities primarily comprise: are allocated their share in income. In the consolidated statement of financial position, the share in income allocated to financial liabilities with a settlement or maturity date within non-controlling interests reduces the carrying amount of goodwill. 12 months after the reporting date; No finance costs are recognized in respect of changes in the fair

financial liabilities held primarily for trading purposes; 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 gas and electricity. The use of derivative instruments is governed by all commodity trading derivatives not qualifying as hedges. a Group policy for managing interest rate, currency and commodity

swaptions, as well as forward commitments to purchase or sell life of the borrowings using the amortized cost method.

• to any gains or losses. the Group has no practice of settling similar contracts on a net by the Group as contracts that are settled net;
• Put options on non-controlling interests the contract is not negotiated with the aim of realizing financial
• Group in respect of non-controlling interests. the contract is not equivalent to a written option. In particular, in the case of electricity and gas sales allowing the buyer a certain Put options on non-controlling interests granted prior to January 1, 2010 degree of flexibility concerning the volumes delivered, the Group

Only contracts that meet all of the above conditions are considered when the put option with a variable price is initially granted, the as falling outside the scope of IAS 39. Adequate specific present value of the exercise price is recognized as a financial documentation is compiled to support this analysis. liability, with a corresponding reduction in non-controlling

transaction. An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract – with The portion of the gain or loss on the hedging instrument that is the effect that some of the cash flows of the combined instrument determined to be an effective hedge is recognized directly in other

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

• if separated from the host contract, the embedded derivative loss on the hedging instrument is recognized in income. fulfills the criteria for classification as a derivative instrument (existence of an underlying, no material initial net investment, Hedge of a net investment in a foreign operation

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

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

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A fair value hedge is defined as a hedge of the exposure to changes within a range of 80%-125%. in fair value of a recognized asset or liability such as a fixed-rate loan Hedge effectiveness is demonstrated both prospectively and or borrowing, or of assets, liabilities or an unrecognized firm retrospectively using various methods, based mainly on a

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

A cash flow hedge is a hedge of the exposure to variability in cash directly in income, under "Mark-to-market" or "Mark-to-market on flows that could affect the Group's income. The hedged cash flows commodity contracts other than trading instruments" below the

Embedded derivatives financial or non-financial asset or a highly probable forecast

vary in a way similar to a stand-alone derivative. comprehensive income, net of tax, while the ineffective portion is recognized in income. The gains or losses accumulated in equity are The main Group contracts that may contain embedded derivatives

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

settlement at a future date); and In the same way as for a cash flow hedge, the portion of the gain or its characteristics are not closely related to those of the host loss on the hedging instrument that is determined to be an effective contract. The analysis of whether or not the characteristics of the hedge of the currency risk is recognized directly in other derivative are "closely related" to the host contract is made when comprehensive income, net of tax, while the ineffective portion is the contract is signed. recognized in income. The gains or losses accumulated in other

Hedging instruments: recognition and presentation inception of the hedging relationship. The hedging relationship is formally documented in each case, specifying the hedging strategy,

a fair value hedge of an asset or liability; Hedge effectiveness is assessed and documented at the inception a cash flow hedge; of the hedging relationship and on an ongoing basis throughout the a hedge of a net investment in a foreign operation. periods for which the hedge was designated. Hedges are considered to be effective when changes in fair value or cash flows Fair value hedges 6 between the hedging instrument and the hedged item are offset

commitment denominated in a foreign currency. comparison between changes in the fair value or cash flows The gain or loss from remeasuring the hedging instrument at fair between the hedging instrument and the hedged item. Methods

When a derivative financial instrument does not qualify or no longer Cash flow hedges qualifies for hedge accounting, changes in fair value are recognized may be attributable to a particular risk associated with a recognized current operating income for derivative instruments with non-financial assets as the underlying, and in financial income or the underlying or when some parameters such as the volatility of the expenses for currency, interest rate and equity derivatives. underlying are not observable.

Derivative instruments used by the Group in connection with Except in case of enforceable master netting arrangements or proprietary energy trading activities and energy trading on behalf of similar agreements, counterparty risk is included in the fair value of customers and other derivatives expiring in less than 12 months are financial derivative instrument assets and liabilities. It is calculated recognized in the consolidated statement of financial position in according to the "expected loss" method and takes into account current assets and liabilities, while derivatives expiring after this the exposure at default, the probability of default and the loss given period are classified as non-current items. default.

The fair value of instruments listed on an active market is approach). determined by reference to the market price. In this case, these instruments are presented in level 1 of the fair value hierarchy. 1.4.12 Cash and cash equivalents

The fair value of unlisted financial instruments for which there is no These items include cash equivalents as well as short-term active market and for which observable market data exist is investments that are considered to be readily convertible into a determined based on valuation techniques such as option pricing known amount of cash and where the risk of a change in their value

Models used to evaluate these instruments take into account Bank overdrafts are not included in the calculation of cash and cash

• the fair value of interest rate swaps is calculated based on the 1.4.13 Treasury shares present value of future cash flows;
• with similar maturities by discounting the future cash flow spread directly in equity and do not therefore impact income for the period. (difference between the forward exchange rate under the contract and the forward exchange rate recalculated in line with the new 1.4.14 Share-based payment
• commodity derivatives contracts are valued by reference to listed The Group share-based payments are equity-settled instruments market prices based on the present value of future cash flows (currently no cash-settled instruments). (commodity swaps or commodity forwards) or option pricing models (options), which may factor in market price volatility. Equity-settled instruments: bonus share plans and performance shares Contracts with maturities exceeding the depth of transactions for granted to employees which prices are observable, or which are particularly complex, The fair value of bonus share plans is estimated by reference to the may be valued based on internal assumptions;

Fair value measurement The probability of default is determined on the basis of credit ratings assigned to each counterparty ("historical probability of default"

models or the discounted cash flow method. is deemed to be negligible based on the criteria set out in IAS 7.

assumptions based on market inputs: equivalents and are recorded under "Short-term borrowings".

Treasury shares are recognized at cost and deducted from equity. the fair value of forward foreign exchange contracts and currency swaps is calculated by reference to current prices for contracts Gains and losses on disposals of treasury shares are recorded

market conditions applicable to the nominal amount); Under IFRS 2, share-based payments made in consideration for the fair value of currency and interest rate options is calculated services provided are recognized as personnel costs. These using option pricing models; services are measured at the fair value of the instruments awarded.

share price at the grant date, taking into account the fact that no exceptionally, for complex contracts negotiated with independent dividends are payable over the vesting period, and based on the financial institutions, the Group uses the values established by its estimated turnover rate for the employees concerned and the counterparties. probability that the Group will meet its performance targets. The fair These instruments are presented in level 2 of the fair value hierarchy value measurement also takes into account the non-transferability except when the evaluation is based mainly on data that are not period associated with these instruments. The cost of shares observable; in this case they are presented in level 3 of the fair value granted to employees is expensed over the vesting period of the hierarchy. Most often, this is the case for derivatives with a maturity rights and offset against equity. that falls outside the observability period for market data relating to

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

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.

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. 6

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

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

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

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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

commitments, the surplus is recorded as an asset under "Other Revenues are measured at the fair value of the consideration 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 for restructuring costs is recorded when the general trading transactions and energy trading carried out on behalf of main features to those affected by it. operational energy trading activities (wholesale or arbitrage) relating to assets, aimed at optimizing production assets and fuel purchase Provisions with a maturity of over 12 months are discounted when energy sale portfolios, is recognized in revenues based on the net the effect of discounting is material. The Group's main long-term amount.

restructuring program planned and controlled by management These revenues relate mainly to installation, maintenance and that materially changes either the scope of a business undertaken energy services, and are recognized in accordance with IAS 18, by the entity, or the manner in which that business is conducted, which requires services to be accounted for on a based on the criteria set out in IAS 37; percentage-of-completion basis. changes in the scope of consolidation. This line includes:

Revenues from construction contracts are determined using the – in the event of a business combination achieved in stages, impacts of the remeasurement of the previously held equity percentage-of-completion method and more generally according to interest at acquisition-date fair value, the provisions of IAS 11. Depending on the contract concerned, the stage of completion may be determined either based on the – subsequent changes in the fair value of contingent consideration, proportion that costs incurred to date bear to the estimated total costs of the transaction, or on the physical progress of the contract – gains or losses from disposals of investments which result in based on factors such as contractually defined stages. a change in consolidation method, as well as any impact of

the remeasurement of retained interests; Revenues also include revenues from financial concession assets

1.4.17 Current operating income securities.

Since January 1, 2014 "Share in net income of entities accounted Current operating income is an indicator used by the Group to for using the equity method", is now presented after "Current present "a level of operational performance that can be used as part operating income" and before a new sub-total, called "Current of an approach to forecast recurring performance" (this complies operating income after share in net income of entities accounted for with ANC Recommendation 2013-03 on the format of financial using the equity method". statements of entities applying IFRSs). Current operating income is This change in presentation and its impacts on the comparative a sub-total which helps management to better understand the Group's performance because it excludes elements which are financial statements 2013 are disclosed in Note 2.2 "Changes in the presentation of the income statement and certain key indicators" inherently difficult to predict due to their unusual, irregular or and Note 2.3 "Restatement of 2013 comparative data". non-recurring nature. For GDF SUEZ, such elements relate to mark-to-market on commodity contracts other than trading 1.4.18 Consolidated statement of cash flows instruments, impairment losses, restructuring costs, changes in the scope of consolidation and other non-recurring items, and are The consolidated statement of cash flows is prepared using the defined as follows: indirect method starting from net income.

• economic hedges of operating transactions in the energy sector. Group's internal organization, where debt and cash are managed Since changes in the fair value of these instruments which must centrally by the treasury department. be recognized through income in IAS 39 can be material and
• impairment. impairment losses include impairment losses on goodwill, investments in entities accounted for using the equity method and a separate line of the consolidated statement of cash flows. available-for-sale securities;
• 1.4.16.2 Rendering of services restructuring costs concern costs corresponding to a
  -
• 1.4.16.3 Lease and construction contracts costs related to acquisitions of controlling interests,
  -
  -
  -
• other non-recurring items notably include capital gains and losses (IFRIC 12) and finance lease receivables (IFRIC 4). on disposals of non-current assets and available-for-sale

mark-to-market on commodity contracts other than trading "Interest received on non-current financial assets" is classified within instruments corresponds to changes in the fair value investing activities because it represents a return on investments. (marked-to-market) of financial instruments relating to "Interest received on cash and cash equivalents" is shown as a commodities, gas and electricity, which do not qualify as either component of financing activities because the interest can be used trading or hedging instruments. These contracts are used in to reduce borrowing costs. This classification is consistent with the

difficult to predict, they are presented on a separate line of the As impairment losses on current assets are considered to be consolidated income statement; definitive losses, changes in current assets are presented net of

property, plant and equipment, and intangible assets, Cash flows relating to the payment of income tax are presented on

In accordance with IAS 12, deferred taxes are recognized according Deferred taxes are reviewed at each reporting date to take into to the liability method on temporary differences between the account factors including the impact of changes in tax laws and the carrying amounts of assets and liabilities in the consolidated prospects of recovering deferred tax assets arising from deductible financial statements and their tax bases, using tax rates that have temporary differences. been enacted or substantively enacted by the reporting date. However, under the provisions of IAS 12, no deferred taxes are Deferred tax assets and liabilities are not discounted. recognized for temporary differences arising from goodwill for which Tax effects relating to coupon payments on deeply-subordinated impairment losses are not deductible for tax purposes, or from the perpetual notes are recognised in profit or loss. initial recognition of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the transaction, 1.4.20 Earnings per share

Temporary differences arising on restatements of finance leases ordinary shares outstanding at the beginning of the year, adjusted

year. A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries, associates, The weighted average number of shares and basic earnings per joint ventures and branches, except if the Group is able to control share are adjusted to take into account the impact of the conversion the timing of the reversal of the temporary difference and it is or exercise of any dilutive potential ordinary shares (options, probable that the temporary difference will not reverse in the warrants and convertible bonds, etc.). foreseeable future.

1.4.19 Income tax expense Net balances of deferred tax are calculated based on the tax position of each company or on the total income of companies The Group computes taxes in accordance with prevailing tax included within the consolidated tax group, and are presented in legislation in the countries where income is taxable. assets or liabilities for their net amount per tax entity.

affects neither accounting income nor taxable income. In addition, Basic earnings per share are calculated by dividing net income deferred tax assets are only recognized to the extent that it is Group share for the year by the weighted average number of probable that taxable income will be available against which the ordinary shares outstanding during the year. The average number of deductible temporary difference can be utilized. ordinary shares outstanding during the year is the number of result in the recognition of deferred taxes. by the number of ordinary shares bought back or issued during the

6

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

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

• for using the equity method. the Group determined the equity-accounted carrying amount of Similarly, the calculation method for the financial indicator EBITDA each joint venture at January 1, 2013 and allocated to each joint
• values. These losses are attributable to the goodwill allocated to payments (IFRS 2).

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

of entities accounted for using the equity method" and the new 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:

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

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. 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

2.3 Restatement of 2013 comparative data

2.3.1 Income statement for the year ended December 31, 2013

		Presentation	First-time application of
	Dec. 31, 2013	changes in the	consolidation	Dec. 31, 2013
In millions of euros	(published)(1)	income statement	standards	(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
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

	Dec. 31, 2013	First-time application of consolidation	Dec. 31, 2013
In millions of euros	(published)(1)	standards	(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

(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).

2.3.3 Statement of financial position at January 1, 2013

	January 1, 2013	First-time application of consolidation	January 1, 2013
In millions of euros	(published)(1)	standards	(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
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	6
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

		First-time application of
In millions of euros	Dec. 31, 2013 (published)(1)	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
CASH AND CASH EQUIVALENTS AT END OF PERIOD	8,691	15	8,706

(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).

2.3.6 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

(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).

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 GDF SUEZ Group considered that it continued to 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 6

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,

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%

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

• widely dispersed shareholding structure and the absence of voting patterns at shareholders' meetings: the percentages of 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 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

voting rights The Group holds 49.98% of the share capital of CNR, with CDC 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;

management personnel; company with a 40.4% stake. The free float represented around 44% of the share capital at December 31, 2014. The Group contractual relationships and material transactions. considers that it exercises de facto control over GTT. Indeed, at the 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 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 Net income of non-controlling non-controlling interests 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.

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 Mitsui & Co. Ltd (see Note 2 "Main changes in Group structure" to 2013 concern the repurchase in 2014 of interests in Electrabel 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 the risks and rewards relating to a contract between begun on the project and the facility should be operational for GDF SUEZ and the entity concerned, as well as an analysis of the commercial purposes as from 2018. The agreement grants all 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 6 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% stake in the Tihama cogeneration plant in arrangement. 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 4.1.1 Contribution of material associates and of associates operations that are not material to the Group taken individually 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 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.

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

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.

MANAGEMENT REPORT 6.2 FINANCIAL STATEMENTS

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").

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).

joint ventures", the total assets of joint ventures in Group share, and 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

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

Corporate name	Activity	% interest		Carrying amount of investments in joint income/(loss) of ventures		Share in joint ventures		Other comprehensive joint ventures		income/(loss) of 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

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

ventures 95 million (€78 million).

Cumulative unrecognized losses of associates (corresponding to the Energia Sustentável do Brasil ("Jirau") for an aggregate amount cumulative amount of losses exceeding the carrying amount of of BRL 4,530 million (€1,405 million) 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 year 2014 amounted to €119 million. Brasil amounted to BRL 11,325 million (€3,512 billion). Each

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. - an equity contribution commitment (capital/subordinated

method construction phase,

• This level of cash may be replaced by letters of credit, (€1,495 million). Commitments and guarantees given by the
  • the project management entities, for an aggregate amount a capital contribution commitment for USD 490 million of €293 million, (€404 million); performance bonds and other guarantees for an amount of
• 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;
• 4.3.1 Unrecognized share of losses of associates and joint miscellaneous guarantees for a total amount of USD

  - -

• 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 6 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 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 of companies: (usually enough to service its debt for six months). This is Cameron LNG for an aggregate amount of USD 1,815 million particularly the case when the financing is without recourse.
  • Group in respect of this associate correspond to: collateral given to lenders in the form of pledged shares in
    • €423 million.

NOTE 5 Main changes in Group structure

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

• 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
• Hellman & Friedman disposed of an additional 0.83 million GTT their share in the net identifiable assets of 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

-

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 investment fund (30%). The IPO involved the sale by Total and dispersion of the shareholding structure and GDF SUEZ's ability to Hellman & Friedman of some of their shares on the market through control GTT's key decisions, the Group considered that it now 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

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 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"). on March 26, 2014, as a result of the partial exercise of the 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' 5.2 Acquisition of Ecova (United States) equity of which €359 million in respect of the recognition of the revaluation gain on the previously held 40% interest and €475

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

million in respect of the recognition of non-controlling interests. 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 6 €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 authorities: the European Union and the Belgian Government's willingness to

• network operators. inter-municipal electricity and gas distribution network operators 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 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 the Flemish public authorities in Electrabel Customer Solutions interest in Sibelga in 2012.

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 reinforce the independence of transportation and distribution Electrabel sold its entire residual 30% interest in seven mixed

in Flanders to the public sector for a total of €911 million. The Electrabel's rights have changed significantly as a result of these 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

management of distribution networks in Flanders, in accordance This process is fully in line with operations carried out in other 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)

TOTAL	(3,231)
Other disposals that are not material taken individually	(650)

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 the new consolidation standards to the comparative 2013 On December 2, 2014, the Group sold its entire portfolio of power financial statements"). generation assets located in Panama and Costa Rica to Colombian

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

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

Futures Energies Investissement Holding (FEIH), a subsidiary €316 million external net debt carried on the books of the entities operating a portfolio of wind farm assets in France with a total concerned at the date on which they were sold). 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).

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

3,750 MW Jirau hydroelectric power plant. The Group recorded a (wholly-owned), operator of two 118 MW hydroelectric power plants 6 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 On April 29, 2014, the Group finalized the sale of a 50% interest in consideration received, plus the impact of derecognizing the

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

Since July 22, 2013, the interest held by the Group in 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 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 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

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 cogeneration plant operator in Brazil, West Coast Energy had only been measured on a provisional basis at December 31, Ltd in the UK wind-energy industry, and German engineering 2013, was finalized in 2014. The adjustments made to these 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' 5.5 Assets held for sale agreement expired for all the parties concerned. As a result, GDF SUEZ no longer controls SUEZ Environnement Company.

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 acquisitions, equity transactions and disposals took SUEZ Environnement's identifiable assets and liabilities at their fair

MANAGEMENT REPORT 6.2 FINANCIAL STATEMENTS

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

In millions of euros	SUEZ Environnement Group contribution as at July 22, 2013	Net revaluation gain at July 22, 2013	SUEZ Environnement as investment in associates from July 22, 2013	Total SUEZ Environnement contribution at 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). 6

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)

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 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)

2014"). 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

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

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

The operating segments presented below reflect the segments used multi-technical services in the fields of engineering, installations, and 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.

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, 2013, the Group sold 50% of its portfolio of thermal cycle power plants; and 50% of Tejo Energia, a coal-fired power

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

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

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. 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).

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

(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).

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).

(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). 6

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).

(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).

In 2014, "Lease and construction contracts" mainly include 2013, this caption also included revenues from construction operating lease revenues for €692 million (€729 million in 2013). In contracts amounting to €361 million.

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).

(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).

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).

(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).

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).

(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).

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).

(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).

(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	Impairment losses of property, plant and equipment 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)

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 6

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

As regards to exploration-production activities in the North Sea, the In the UK, the Group has a portfolio of thermal power generation

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 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 from renewables – initial public offering (see Note 5.1); has triggered a drop in the running hours of the thermal power the €174 million revaluation gain relating to the Group's interest in

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); 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.

The other items included in this caption are not material taken The sales of underground gas storage capacities have also been 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 Europe. Group's interest in the mixed inter-municipal companies in Flanders,

for an amount of €323 million (see Note 5.3.1). 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
  -

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.

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).

(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).

9.1 Cost of net debt

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).

(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).

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).

(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).

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).

(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).

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).

(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).

(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).

(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).

(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. 6 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).

(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).

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).

(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).

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 plan (2015-2020), as approved by the management, give rise to the recognition of deferred tax due to the absence of 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 share adjusted for unusual or non-recurring items. the fair value of derivative instruments which do not qualify as

• 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 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); items". These items are defined in Note 1.4.17 "Current operating
• entities accounted for using the equity method". The excluded the following components of net financial income/(loss): the items correspond to the non-recurring items as defined above. impact of debt restructuring, compensation payments on the

hedges under IAS 39 – Financial Instruments: Recognition and This financial indicator therefore excludes: Measurement, as well as the ineffective portion of derivative

-

• income"; net non-recurring items included in "Share in net income of

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).

(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).

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

6 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 – Central Western Europe CGU, €1,250 million against the Storage 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

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).

consolidation method are described in Note 5 "Main changes in €60 million against the Energy – Spain CGU), along with changes in Group structure". the scope of consolidation and other changes for €3,170 million

13.2 Main goodwill CGUs

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 (goodwill CGUs) are tested for and fundamental supply and demand equilibrium models, the 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 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,

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

inputs: "Material CGUs" and 13.3.2 "Other significant CGUs" below.

MANAGEMENT REPORT 6.2 FINANCIAL STATEMENTS

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 power generation and the sale of energy in France, Belgium, 2016-2020 medium-term business plan approved by the Group 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 (4,134 MW), drawing rights on nuclear facilities in France scenario adopted by the Group.

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 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 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;

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

• fee corresponding to 70% of the excess of the proceeds from discussions regarding the extension of the operating life of 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.

Key assumptions used for impairment tests for the Central Western 6 In order to ensure the security of supply in Belgium, the new 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

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 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 amount over the carrying amount. However, the recoverable 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'

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

• 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
• 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 below the carrying amount. In this scenario, the impairment risk featured in its reference scenario. would represent around €2,200 million;
• 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 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

positive 37% impact on this calculation. The total amount of goodwill allocated to the Global Gas & LNG exploration-production activities would have a negative 66% impact LNG CGU brings together the upstream activities of the natural gas

• 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 the regulator. changes in LNG supply and demand, as well as the future market 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.

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 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

A decrease of 10% in the hydrocarbon prices used in 6 CGU was €2,207 million at December 31, 2014. The Global Gas & 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 excess of the recoverable amount over the carrying amount. Kingdom, Norway, the Netherlands, Algeria and Indonesia;

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

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

over the carrying amount. However, the recoverable amount would The value-in-use was calculated using the cash flow projections 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.

A decrease of 10% in the long-term equilibrium prices for electricity For electricity production activities, the terminal value was calculated 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% 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 The inputs used for these assumptions reflect best estimates of America CGU was €1,389 million at December 31, 2014. The

cargo sales. a negative 22% impact on the excess of the recoverable amount

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 caption relates mainly to the GDF Gaz de France brand recognized material.

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

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:

• 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 In the ordinary course of their operations, some Group companies power plant (-€760 million) and the Red Hills power plant
• activities), and for service agreements. impairment losses amounting to -€7,339 million, and mainly (-€4,746 million), notably on the Central Western Europe thermal plant and equipment totaled €3,849 million at December 31, 2014 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

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

(-€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 in Portugal (-€107 million), as well as the commitments relate mainly to orders for equipment, and material 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

relating to thermal power generation assets in Europe Investment commitments made by the Group to purchase property,

15.4 Other information

held for sale"; the carrying amount of the corresponding property, Borrowing costs for 2014 included in the cost of property, plant and 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.

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

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 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 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, 2014 and December 31, 2013, no material the consolidated statement of financial position represents a

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.

Financial assets qualifying as at fair value through income (excluding This amount also included €236 million in cash and cash margin calls) are mainly money market funds held for trading equivalents subject to restrictions (€209 million at purposes and held to be sold in the near term. They are included in December 31, 2013). Cash and cash equivalents subject to

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

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

Cash and cash equivalents totaled €8,546 million at December 31, 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 bond issue (see Chapter 5 of the Registration Document). 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 deconsolidation while retaining a continuing involvement in these

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.

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:

• and other payables, and other financial liabilities; instruments or financial liabilities designated as derivatives.
• as "Liabilities at amortized cost" for borrowings and debt, trade as "Financial liabilities at fair value through income" for derivative

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		Dec. 31, 2013(1)
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).

(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. 6

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 to debts resulting from: under financial liabilities (see Note 1.4.11.2 "Financial liabilities");

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 On November 27, 2014 GDF SUEZ SA, launched an offer to buy renewable energy projects and energy efficiency projects.

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".

€238 million on the €1,000 million bond issue maturing in On May 22, 2014, GDF SUEZ SA carried out a second issue of 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.

-

-

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

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

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

based on commonly-used models in the trading environment, and Derivative instruments included in level 1 are mainly futures traded 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

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. 6

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

17.1 Market risks

Commodity risk arises primarily from the following activities: from portfolios within a specific risk framework.

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 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.

exposure to market risks. Financial risk management procedures Portfolio management seeks to optimize the market value of assets 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. 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.

		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.

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 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 trading activities. management. These principles correspond to those commonly 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. 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
In millions of euros	Non- current	Current	Non- current	Current	Non- current	Current	Non current	Current
Derivative instruments relating to portfolio management activities	716	2,012	(945)	(2,218)	881	1,494	(1,008)	(1,799)
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						Beyond 5
	Unit	Dec. 31, 2014	2015	2016	2017	2018	2019	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

Gains and losses arising from the ineffective portion of hedges are course of business; (ii) transaction risk specifically linked to planned

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.

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. 2013. Currency risk comprises (i) transaction risk arising in the ordinary taken to income. A gain of €3 million was recognized in income in investments or mergers and acquisitions; and (iii) translation risk 6 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).

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

(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

A uniform rise of 100 basis points in short-term interest rates A uniform rise of 100 basis points in interest rates (across all impact of €721 million. 6

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).

offset by future cash flows arising on the underlying transactions. which assets could be exchanged, or liabilities settled, at the end of

See also Notes 16.1.3 "Other financial assets at fair value through the reporting period. They are not representative of expected future 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

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).

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.

At December 31, 2014, the net impact of 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 investment hedging instruments are mainly cross currency Cash flow hedges

Derivative instruments not qualifying for hedge accounting flow hedges can be analyzed as follows by maturity: correspond to instruments that do not meet the definition of hedges

and negative for a liability. economic hedges of borrowings and foreign currency

swaps. Foreign currency and interest rate derivatives designated as cash

AT DECEMBER 31, 2014

							Beyond
In millions of euros	Total	2015	2016	2017	2018	2019	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.

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

income represented a loss of €2 million. 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 6

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. 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).

17.2.2 Financing activities To reduce its counterparty risk exposure, the Group drew increasingly on a structured legal framework based on master

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 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.

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

investment types, allowing the Group to take immediate action The Group centralizes virtually all financing needs and cash flow 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 6 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 The Group has set up a quarterly committee tasked with managing ensuing rise in counterparty risk prompted the Group to tighten its commodity, interest rate and currency derivatives are negotiated. counterparty risks are monitored on a daily basis for both

- 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

are centralized. None of these centralized facilities contains a default Outstanding short-term commercial paper issues represented 14% 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 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

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:

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, 2014

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.

AT DECEMBER 31, 2013(1)

							Beyond 5
In millions of euros	Total	2014	2015	2016	2017	2018	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).

MANAGEMENT REPORT 6.2 FINANCIAL STATEMENTS

The table below shows the main future commitments arising from In the ordinary course of their business, some Group operating 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.

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).

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

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"). 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	Outstanding	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 shares, bringing the total value of the December 11, 2014 18.1.1 Potential share capital and instruments providing a 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 in the number of shares during 2014 reflect: net acquisitions carried out in connection with the liquidity

  • employee share plan. In the end, 22.2 million shares were and the delivery of treasury stock for 3 million shares as part of

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 Changes in the number of shares during 2013 resulted from: be exercised amounts to 10 million at December 31, 2014.

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

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 into two tranches, offering an average coupon of 3.4%:

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 a €1,000 million tranche with a coupon of 3.875% callable 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 – 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

18.2 Other disclosures concerning additional perpetual notes (Group share) On July 3, 2013, GDF SUEZ SA issued deeply-subordinated

perpetual notes. This transaction, which enabled the Group to raise Total additional paid-in capital, consolidated reserves and issuance 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

purchase price must be less than €40 per share excluding On May 22, 2014, GDF SUEZ SA carried out an issue of acquisition costs. deeply-subordinated perpetual notes. This transaction, which

• employees and corporate officers. a €1,000 million tranche with a coupon of 3% callable annually as
  -

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.

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

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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 discounting adjustments	Translation 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 Nuclear power generation activities Post-employment benefits and other 19.2 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 technical analyses (physical and radiological inventories), 2028; 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

unit cost of quantities used up to the end of the operating life of 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.

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.
  -

The costs effectively incurred in the future may differ from the ⁶ 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 – reasonable to date and which have been approved by the subject to certain conditions – would be recognized against the Commission for Nuclear Provisions.

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 for Nuclear Provisions. value of future cash flows.

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.

19.2.3 Provisions for dismantling nuclear facilities rights.

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

The costs effectively incurred in the future may differ from the The Belgian government has not yet taken a decision as to whether

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 accept nuclear waste. dismantling costs for the nuclear facilities in which it has drawing

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

commissioned represents the initial amount of the provision. The Certain plant and equipment, including conventional power stations, 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 January 1, 2005, the CNIEG (Caisse Nationale des Industries weight of the Group's companies within the EGI sector. 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.

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 entities are GDF SUEZ SA, GrDF, GRTgaz, ELENGY, 20.1.2 Companies belonging to the electricity and gas sector STORENGY, GDF SUEZ Thermique France, CPCU, CNR and in Belgium

Following the funding reform of the special EGI pension scheme companies, principally Electrabel, Electrabel Customer Solutions 6 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 May 1, 1999, specify the benefits entitling employees to a 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 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

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

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 security and budget. mainly due to the decrease in discount rates.

SHEM. In Belgium, the rights of employees in electricity and gas sector

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 is 11 years. up for new entrants;

managerial staff recruited after May 1, 1999 are covered under defined benefit plans to new entrants and now offer defined 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.

An expense of €21 million was recognized in 2014 in respect of 20.2.1 Other benefits granted to current and former EGI 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 to reduced energy prices; 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).

post-employment defined benefit. Retired employees are only Most other Group companies grant their employees retirement 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

United Kingdom: the large majority of defined benefit pension contribution payable in respect of its employees as a result of 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

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

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

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

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 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

Cumulative actuarial gains and losses recognized in equity 20.3.2 Change in benefit obligations and plan assets

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).

amounted to €3,138 million at December 31, 2014, compared to The table below shows the amount of the Group's projected benefit €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- ment benefit obliga- tions(3)	Long-term benefit obliga- tions(4)	Total	Pension benefit oblig- ations(2)	Other post employ ment benefit obliga- tions(3)	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. 6

decisions and the allocation of plan assets are the responsibility of When defined benefit plans are funded, the related plan assets are 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 investment strategies underlying these defined insurance company, the latter manages the investment portfolio for benefit plans are aimed at striking the right balance between return unit-linked policies or euro-denominated policies. These diversified 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 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

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).

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

1. 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

points increase or decrease in the inflation rate (with an unchanged The discount rate applied is determined based on the yield, at the 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.

A one percentage point change in the assumed increase in 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

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

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.

under defined benefit plans 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

The carrying amounts of property, plant and equipment held under The present values of future minimum lease payments break down finance leases are broken down into different categories depending as follows: on the type of asset concerned.

22.1 Finance leases for which GDF SUEZ The main finance lease agreements entered into by the Group primarily concern GDF SUEZ Energy International power plants acts as lessee (mostly Enersur – Peru) and Cofely's cogeneration plants.

	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

relating to assets held by the Group. acts as lessor

These leases fall mainly within the scope of IFRIC 4 guidance on the cogeneration plants for Wapda and NTDC (Uch - Pakistan), interpretation of IAS 17. They concern (i) energy purchase and sale Bowin (Glow - Thailand), Solvay (Electrabel - Belgium) and Lanxess contracts where the contract conveys an exclusive right to use a (Electrabel - Belgium).

22.2 Finance leases for which GDF SUEZ production asset; and (ii) certain contracts with industrial customers

The Group has recognized finance lease receivables, notably for

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: 6

		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 The terms and conditions of plans set up prior to 2013 are

Group's Board of Directors in either 2014 or 2013. 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	Vesting date	Adjusted exercise price (in euros)	Number of benefi- ciaries per plan	Number of options granted to members of the Executive Committee	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
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.

• 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 The subscription price for the 2014 plan represents the average in the Group share price (leverage effect) at the end of the amount and benefit from a guaranteed minimum capitalised and November 11, 2014, less 20%, i.e. €14.68.

The Link Classique plan featured an employer contribution under of five years, as provided for by French legislation. It also considers

• • been available to them as individual investors. 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 spread applicable to the retail banking network: 4.2%; 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

share issues as part of the "LINK 2014" worldwide employee share The bonus shares will be awarded to employees on December 10, 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.

mandatory lock-up period. Through a Swap Agreement with a opening price of the GDF SUEZ share on the NYSE Euronext Paris bank, employees are sure to recover 100% of the invested Eurolist market over the 20 trading days between October 15, 2014

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:

-

-

-

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). 6

	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

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

• GDF SUEZ Group on September 30, 2019. performance shares vesting on March 14, 2019, without

non-transferability period. 24.3.2 Fair value of bonus share plans with or without Each tranche is made up of instruments subject to two different performance conditions conditions:

The following assumptions were used to calculate the fair value of a market performance condition relating to GDF SUEZ's total 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 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

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)
		Fair value per unit(1)
Award date	Quantity awarded	(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

GDF SUEZ if it considers they could harm France's interests. 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 6 French State indefinitely and entitles it to veto decisions taken by in Note 26 "Executive compensation".

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.

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

A new public service contract between the Group and the French 25.2 Relations with the CNIEG (Caisse State is currently under review. Nationale des Industries Électriques et Transmission rates on the GRTgaz transportation network and the Gazières) gas distribution network in France, as well as rates for accessing the

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 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).

Other current assets (€10,049 million) and other non-current assets liabilities. (€557 million) mainly comprise tax receivables.

27.3 Other assets and other liabilities Other current liabilities (€14,370 million) and other non-current liabilities (€1,363 million) mainly include tax and employee-related

delivered a ruling overturning the ruling of the Brussels Court of The Group is party to a number of legal and anti-trust proceedings Appeal on May 3, 2012. with third parties or with legal and/or administrative authorities 28.1.3 La Compagnie du Vent (including tax authorities) in the normal course of its business.

Provisions recorded in respect of these proceedings totaled €891 On November 27, 2007, GDF SUEZ acquired a 56.84% stake in La

The main legal and arbitration proceedings presented hereafter are 43.16% stake. At the time of the acquisition, the founder of the recognized as liabilities or give rise to contingent assets or liabilities. company (and owner of SOPER), Jean-Michel Germa, remained the

28.1 Legal and arbitration proceedings

La Compagnie du Vent's first General Meeting on May 27, 2011 by Electrabel, a GDF SUEZ company, filed international arbitration the Montpellier Appeal Court, a second General Meeting on proceedings against the Hungarian State before the International November 3, 2011 finally appointed a new Chief Executive, who Center for Settlement of Investment Disputes (ICSID) for breach of was put forward by GDF SUEZ. obligations pursuant to the Energy Charter Treaty. The dispute mainly pertains to the termination of a long-term power purchase However, the main proceedings still pending are: (i) the legal proceedings launched against SOPER by La Compagnie du Vent agreement (the DUNAMENTI PPA") entered into between the power before the Montpellier Commercial Court on August 23, 2011, plant operator DUNAMENTI Erőmű (former Group subsidiary which were aimed at ordering the latter to make good the disposed of on June 30, 2014) and MVM (a company controlled by non-material harm suffered by La Compagnie du Vent as a result of the Hungarian State) on October 10, 1995. On November 30, 2012, the undue use of minority influence through a payment of €500,000, the Court of arbitration rejected the Group's claims, except for the (ii) the legal proceedings relating to contractual responsibility and claim based on the principle of fair and equitable treatment, on which a ruling in principle is pending. If the Court of arbitration finds negligence launched against GDF SUEZ by Jean-Michel Germa, at the time when the latter was dismissed as Chairman and Chief that Hungary breached the principle of fair and equitable treatment, Executive Officer of La Compagnie du Vent, before the Paris the final ruling setting the amount of damages due will be deferred Commercial Court on February 15, 2012, (iii) the proceedings to 2016, after the long-term agreement's initial termination date in launched against GDF SUEZ, La Compagnie du Vent and the 2015 in order to allow the court of arbitration to rule on said current Chairman and Chief Executive by SOPER before the damages based on a detailed assessment of stranded costs.(1)

Following the appeal brought by Deminor and others on May 22, share subscription warrants under the terms and conditions set out 2009, the Court of Cassation overturned the ruling of the Brussels in the partners' agreement, claiming that GDF SUEZ prevented La Court of Appeal on June 27, 2011. In a subpoena dated Compagnie du Vent from attaining the performance targets to be December 28, 2012, Deminor and others launched proceedings met to exercise these warrants.

A similar demand for additional consideration, submitted to the brought another action before the Paris Commercial Court seeking Brussels Court of Appeal by Messrs. Geenen and others, but the cancellation of the expert's report and the appointment of a new without naming Electrabel and the FSMA (Autorité belge des expert to set the price of the shares. The case has been brought services et marchés financiers, formerly the Commission bancaire, before the Créteil Commercial Court. financière et des assurances) as defendants, was dismissed on December 24, 2009 on procedural grounds. Mr Geenen lodged an

NOTE 28 Legal and anti-trust proceedings appeal before the Court of Cassation against the ruling of December 24, 2009 on June 2, 2010. The Court of Cassation

million at December 31, 2014 (€871 million at December 31, 2013). Compagnie du Vent, with the original owner SOPER retaining a Chairman and Chief Executive Officer of La Compagnie du Vent. GDF SUEZ currently holds a 59% stake in La Compagnie du Vent.

Since 2011, GDF SUEZ has been involved in various disputes with Jean-Michel Germa and SOPER regarding Mr Germa's dismissal as 28.1.1 Electrabel – Hungarian State Chairman and Chief Executive Officer. Following the cancellation of

Montpellier Commercial Court on May 21, 2012, which request a 28.1.2 Squeeze-out bid for Electrabel shares legal review of certain management decisions, in order to obtain compensation, (iv) the proceedings launched by SOPER before the On July 10, 2007, three shareholders, Deminor and two other Paris Commercial Court on January 18, 2013, with a view to funds, initiated proceedings before the Brussels Court of Appeal ordering GDF SUEZ to pay compensation of around €214 million to against SUEZ and Electrabel under which they sought additional SOPER as a result of the alleged breach of the agreement and of consideration following the squeeze-out bid launched by SUEZ in the partners' agreement signed in 2007, and (v) the proceedings June 2007 on Electrabel shares that it did not already own. The launched by SOPER before the Paris Commercial Court on May 16, Court of Appeal dismissed the application on December 1, 2008. 2013 with the aim that GDF SUEZ be forbidden from exercising the

against GDF SUEZ before the Brussels Court of Appeal, sitting in a Regarding the put option on the 5% interest in La Compagnie du different formation, in order for the Court to rule on their claim for Vent held by SOPER, the price of the shares was set by an expert additional consideration. The trial stage of the proceedings ended following the contractually agreed procedure. These shares were on October 15, 2014 and the deliberations have commenced. transferred on February 18, 2013. On April 26, 2013, SOPER

⁽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 At the same time, the Italian Ministry for the Environment (MATTM) regulated natural gas tariffs

carried out administrative procedures regarding various production 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).

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 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

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. However, due to a decline in the financial position of the 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 At the same time, AASA filed for "Concurso Preventivo(1)". As part of ⁶ 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. payment of 20% in the event that compensation is obtained from

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.

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 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 – against the Argentinean State, in its capacity as concession grantor, 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

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

The dispute relates to the construction of the LNG terminal March 30, 2010. In addition, the tax was renewed for 2009(2), 2010(3) belonging to Fosmax LNG to be used for LNG unloading, storage, and 2011(4) then doubled in 2012, 2013 and 2014. Electrabel has

The terminal was constructed by STS under a fixed lump-sum Memorandum of Understanding signed on October 22, 2009 turnkey contract entered into on May 17, 2004, which included between the Belgian State and the Group, this tax should not have construction work and supplies. The deadline for the completion of been renewed but should have been replaced by a contribution 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.

The performance of the contract was marked by a series of In September 2011, Electrabel requested a reimbursement of the difficulties. In view of the fact that STS refused to complete part of nuclear contributions paid between 2008 and 2011 on the grounds 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 to complete the unlawfully by the Belgian State. In April 2014, the Brussels Court of

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. In turn, Fosmax LNG must pay STS: (i) €87.9 million Constitutional Court seeking the partial annulment of the law of 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 to the amount of the first demand guarantee called articles establishing a €481 million contribution payable by operators by Fosmax LNG to finance the public work contract; and (iii) €3.9 of nuclear plants for 2013, of which €421 million to be borne by million plus interest for STS invoices unpaid by Fosmax LNG. Electrabel. The proceedings are currently ongoing. Excluding interest, Fosmax LNG must therefore settle a total net Lastly, on September 5, 2014, Electrabel lodged a complaint in

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. 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

On January 17, 2012, Fosmax LNG(1), 72.5%-owned by ELENGY The December 22, 2008 program act (loi-programme) provisions 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 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 regasification and injection in the gas transportation network. therefore paid a total of €2.16 billion in this respect. Pursuant to a

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.

• (1) Formerly Société du Terminal Méthanier de Fos Cavaou.
• (2) Law of December 23, 2009.
• (3) Law of December 29, 2010.
• (4) Law of January 8, 2012.

MANAGEMENT REPORT 6.2 FINANCIAL STATEMENTS

On December 9, 2014, Greenpeace filed an application for interim 28.1.15 Claim by the French tax authorities 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.

Power, disposed of 80% of IP Maestrale and its subsidiaries to the Court of Justice of the European Union's position. However, the

of the 1999, 2000, and 2001 fiscal years. The Cergy Pontoise On November 5, 2014, ERG informed International Power 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

GDF SUEZ and several other French taxpayers against the Further to the acquisition of the companies that benefited from said 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

⁶ 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 amounts to €53.6 million for 2009 and €29.6 million for 2010. An 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 amounts to €210.2 million. 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") 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 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 On February 13, 2013, the Group, via its subsidiary International précompte was incompatible with EU law in accordance with the court significantly reduced the amount awarded to SUEZ in respect Italian company ERG.

days of notification to do so. formally recognized the validity of the arguments put forward by

Based on a disputable interpretation of a statutory modification that The Belgian Energy Authority has claimed a total amount in tax of

adopted a decision that rendered these commitments legally GDF SUEZ buys natural gas from Total Energie Gaz (TEGAZ), a 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 acquired Compagnie Nationale du Rhône (CNR) at the end of 2003, regulations of the French Arbitration Association (AFA).

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

28.2 Competition and concentration

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

without notifying the Commission (ii) and for having carried out this 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 January 27 and January 30, 2014. The award, which was delivered Electrabel responded in its observations in reply filed on 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 provisions pertaining to the review of the contractual price. General Court of the European Union. In its ruling of December 12,

new contractual pricing formula, therefore granting a price decrease The European Commission handed down a decision on 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 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 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 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). as a request for protective interim measures.

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 Erőmű 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.

GDF SUEZ will be required to suspend all commercialization of its In September 2009 and June 2010, the Belgian Competition 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

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 6 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.

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 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 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. to residential customers was changed slightly so as not to prejudge In its decision of July 18, 2014, the College found that Electrabel the decision on the merits.

NOTE 29 Subsequent events

No significant subsequent events have occurred since the closing of the accounts at December 31, 2014.

(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.

(3) The Authority's new decision-making body.

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				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.

6.3 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

This is a free translation into English of the statutory auditors' report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users.

The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.

This report also includes information relating to the specific verification of information given in the GDF SUEZ management report.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

• the audit of the accompanying consolidated financial statements following matters: of GDF SUEZ;
• the justification of our assessments; Accounting estimates

whose consequences make it difficult to forecast economic We conducted our audit in accordance with professional standards mid-term perspectives. applicable in France; those standards require that we plan and It is in this context, that we have made our own assessments, perform the audit to obtain reasonable assurance about whether the notably on the following significant accounting assumptions: consolidated financial statements are free of material misstatement. An audit includes performing procedures, using sample testing Measurement of the recoverable amount of goodwills, and of techniques or other selection methods, to obtain audit evidence tangible and intangible assets. about the amounts and disclosures in the consolidated financial We have examined the methods used to perform impairment statements. An audit also includes evaluating the appropriateness of tests and notably those of significant goodwill CGUs the accounting policies used and the reasonableness of accounting "Energy-Central Western Europe CGU", "Distribution CGU", 6 estimates made, as well as the overall presentation of the "Global Gas & LNG CGU" and "Energy – North America CGU". consolidated financial statements. We believe that the audit We have examined the data and key assumptions used for the evidence we have obtained is sufficient and appropriate to provide a determination of recoverable amounts, assessed the sensitivity of

procedure for approving these estimates by management. We In our opinion, the consolidated financial statements give a true and have also reviewed the calculations made by the Group and fair view of the assets and liabilities and of the financial position of verified that notes 1.3.1.2, 8.2 and 13 to the consolidated the Group as at December 31, 2014 and of the results of its financial statements provide appropriate disclosure. operations for the year then ended, in accordance with International

provisions for dismantling of nuclear facilities. Without qualifying the conclusion expressed above, we draw your We have reviewed the bases on which these provisions have attention to note 2 "Impact of applying the new consolidation been recorded and verified that notes 1.3.1.3 and 19 to the standards to the comparative 2013 financial statements" in the consolidated financial statements provide appropriate consolidated financial statements which describes the impact of disclosures, notably the main assumptions, such as the scenario new standards and amendments on the consolidation as well as the retained for managing radioactive fuel, costs assumptions, the changes in presentation in the income statement of share in net timetable of operations and the discount rate.

To the Shareholders, II.Justification of assessments

In compliance with the assignment entrusted to us by your In accordance with the requirements of article L. 823-9 of the shareholder's general meetings, we hereby report to you, for the French commercial code (Code de commerce) relating to the year ended December 31, 2014, on: justification of our assessments, we bring to your attention the

As described in note 1.3 "Use of estimates and judgment" to the the specific verification required by French law. consolidated financial statements, your Group is required to make These consolidated financial statements have been approved by the estimates and assumptions in preparing its consolidated financial Board of Directors. Our role is to express an opinion on these statements and the actual future results of the related transactions consolidated financial statements based on our audit. may differ from these estimates. They have been prepared in a I.Opinion on the consolidated financial statements context of economic and financial crisis and of high markets volatility

basis for our opinion. the measurements to these assumptions as well as the

Evaluation of the provisions for back-end nuclear cycle and Financial Reporting Standards as adopted by the European Union.

income of the entities accounted for using the equity method. Measurement of revenues not yet metered (so called "un-metered revenues")

during the accounting period on the bases of estimations of IFRS, as adopted in the European Union. consumption in line with the volume of energy allocated by the We verified that note 1 to the consolidated financial statements grid managers on the same period and estimations of average provides appropriate disclosure in this respect. selling prices. Our work consisted in assessing the methods and

Evaluation of the provisions for litigation. part of this report.

We have assessed the bases on which these provisions have III.Specific verification been recorded and verified that notes 19 and 28 to the

We have examined the appropriateness of the accounting We have no matters to report as to its fair presentation and its treatments adopted by the GDF SUEZ Group, in particular, in consistency with the consolidated financial statements. respect of the practical applications of the provisions of IAS 39

The Group estimates revenue related to electricity and gas sales relating to the type of contracts considered to be part of "normal to customers segments whose energy consumption is metered activity", areas that are not the subject of specific provisions under

assumptions used to calculate these estimates and verifying that These assessments were made as part of our audit of the note 1.3.1.6 to the consolidated financial statements provides consolidated financial statements taken as a whole, and therefore appropriate disclosure. contributed to the opinion we formed which is expressed in the first

consolidated financial statements provide appropriate disclosure. As required by law we have also verified in accordance with professional standards applicable in France the information relating Accounting policies and methods to the Group presented in the management report.

Neuilly-sur-Seine and Paris-La Défense, March 3, 2015 The Statutory auditors

DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Véronique Laurent Pascal Macioce Charles-Emmanuel Chosson

6.4 PARENT COMPANY FINANCIAL STATEMENTS

6.4.1	Financial Statements	330	NOTE 15	Analysis of borrowings and debt by
6.4.2	Notes to the parent company financial statements	334	NOTE 16	Operating income
NOTE 1	Intangible assets and property, plant and		NOTE 17	Financial income and expense
	equipment	338
NOTE 2	Depreciation, amortization and impairment of intangible assets and property, plant and
	equipment	338	NOTE 20
NOTE 3	Finance leases	339		Off-balance sheet commitments (excluding employee benefit obligations)
NOTE 4	Financial fixed assets	340	NOTE 21	Pensions and other employee benefit
NOTE 5	Inventories	341	NOTE 22
NOTE 6	Maturity of receivables	341		Information concerning related and associated companies
NOTE 7	Impairment of current assets	341	NOTE 23	Subsidiaries and investments
NOTE 8	Marketable securities	342	NOTE 24	Compensation due to members of the
NOTE 9	Accruals	342
NOTE 10	Shareholders' equity	342
			6.4.3	Total and partial transfers of assets,
NOTE 11	Other equity	345		subsidiaries, and equity investments
NOTE 12	Provisions	345
NOTE 13	Borrowings and debt	347	6.4.4.	Five-year financial summary
NOTE 14	Maturities of borrowings, debt and payables	348

		PAGE	NOTE 15		PAGE
6.4.1	Financial Statements	330		Analysis of borrowings and debt by currency and interest rate	350
6.4.2	Notes to the parent company financial statements	334	NOTE 16	Operating income	351
NOTE 1	Intangible assets and property, plant and equipment	338	NOTE 17	Financial income and expense	352
NOTE 2			NOTE 18	Non-recurring items	353
	Depreciation, amortization and impairment of intangible assets and property, plant and		NOTE 19	Tax position	354
	equipment	338	NOTE 20	Off-balance sheet commitments (excluding
NOTE 3	Finance leases	339		employee benefit obligations)	356
NOTE 4	Financial fixed assets	340	NOTE 21	Pensions and other employee benefit obligations	366
NOTE 5	Inventories	341	NOTE 22
NOTE 6	Maturity of receivables	341		Information concerning related and associated companies	371
NOTE 7	Impairment of current assets	341	NOTE 23	Subsidiaries and investments	372
NOTE 8	Marketable securities	342	NOTE 24	Compensation due to members of the
NOTE 9	Accruals	342		board of directors and executive committee	374
NOTE 10	Shareholders' equity	342	NOTE 25	Subsequent events	374
NOTE 11	Other equity	345	6.4.3	Total and partial transfers of assets, subsidiaries, and equity investments
NOTE 12	Provisions	345		requiring statutory disclosure	374
NOTE 13	Borrowings and debt	347	6.4.4.	Five-year financial summary	375

NB: Amounts in tables are generally expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the lines and columns showing totals and changes.

6.4.1 Financial Statements

Balance sheet – Assets

				Dec. 31, 2014		Dec. 31, 2013
				Depreciation, amortization
In millions of euros		Note	Gross	and impairment	Net	Net
NON-CURRENT ASSETS
Intangible assets		C 1-2	1,449	780	669	677
Property, plant and equipment		C 1-2	1,005	587	418	437
Financial fixed assets		C 4
Equity investments			67,071	2,436	64,635	64,522
Other financial fixed assets			1,355	396	959	1,261
TOTAL NON-CURRENT ASSETS	I		70,880	4,199	66,681	66,897
CURRENT ASSETS
Inventories		C 5-7
Gas reserves			1,650		1,650	1,843
Other			0		0	1
Advances and downpayments given on orders			2		2	1
Operating receivables		C 6-7
Trade and other receivables			4,783	305	4,478	4,102
Other operating receivables			951		951	818
Miscellaneous receivables		C 7
Current accounts with subsidiaries			5,509		5,509	3,654
Other miscellaneous receivables			1,325	21	1,304	1,141
Marketable securities		C 8	1,534		1,534	2,646
Cash and cash equivalents			36		36	20
TOTAL CURRENT ASSETS	II		15,790	326	15,464	14,226
ACCRUALS	III	C 9	648		648	369
Unrealized foreign exchange losses	IV		530		530	389
TOTAL ASSETS	(I TO IV)		87,848	4,525	83,323	81,881

Balance sheet – Equity and liabilities

In millions of euros		Note	Dec. 31, 2014	Dec. 31, 2013
EQUITY
SHAREHOLDERS' EQUITY		C 10
Share capital			2,435	2,413
Additional paid-in capital			32,505	32,207
Revaluation adjustments			42	42
Legal reserve			243	241
Other reserves			254	220
Retained earnings			6,704	9,617
Net income			411	663
Interim dividend			(1,184)	(1,960)
Tax-driven provisions and investment subsidies		C 12	486	541
	I		41,896	43,984
OTHER EQUITY	II	C 11	31	175
	I + II		41,927	44,159
PROVISIONS FOR CONTINGENCIES AND LOSSES	III	C 12	2,968	2,814
LIABILITIES
Borrowings and debt		C 13-14-15
Borrowings			28,445	26,115
Amounts payable to equity investments			514	480
Current accounts with subsidiaries			35	54
Other borrowings and debt			701	656
			29,695	27,305
Advances and downpayments received on orders			1	1
Trade and other payables			5,657	4,657
Tax and employee-related liabilities			916	1,104
Other liabilities			1,601	1,128
	IV		37,870	34,195
ACCRUALS	V	C 9	99	335
Unrealized foreign exchange gains	VI		459	378
TOTAL EQUITY AND LIABILITIES	(I TO VI)		83,323	81,881

Income statement

In millions of euros	Note	Dec. 31, 2014	Dec. 31, 2013
Energy sales		22,703	26,773
Other production sold		1,859	1,835
Revenues	C 16	24,562	28,608
Production taken to inventory		0	0
Production for own use		7	26
Total production		24,569	28,634
Energy purchases and change in gas reserves		(18,180)	(21,019)
Other purchases		(17)	(27)
Other external charges		(6,436)	(6,753)
Value added		(64)	835
Taxes and duties net of subsidies received		(52)	(86)
Personnel costs	C 16	(687)	(773)
Gross operating loss		(803)	(24)
Net additions to depreciation, amortization and impairment	C 16	(187)	(206)
Net additions to provisions	C 16	(219)	(301)
Other operating income and expenses		(145)	(145)
Net operating loss		(1,354)	(676)
Net financial income	C 17	1,590	1,054
Net recurring income		236	378
Non-recurring items	C 18	(203)	(483)
Income tax	C 19	378	768
NET INCOME		411	663

Cash flow statement

In millions of euros		Dec. 31, 2014	Dec. 31, 2013
1. Cash flow from operations	1	698	798
Change in inventories	2a	(194)	(168)
Change in trade receivables (net of trade receivables with a credit balance)	2b	431	(930)
Change in trade payables	2c	(1,114)	111
Change in other items	2d	479	490
2. Change in working capital requirements (2a+2b+2c+2d)	2	(398)	(497)
Cash flow from operating activities	(1 - 2) I	1,096	1,295
II - Investing activities
1. Cash flow used in investing activities
Property, plant and equipment and intangible assets		135	138
Financial fixed assets		926	190
Change in amounts payable on investments
	1	1,061	328
2. Cash flow from investing activities
Net proceeds from asset disposals		910	94
Decrease in financial fixed assets		213	33
	2	1,123	127
Cash flow from (used in) investing activities	(1- 2) II	(62)	201
III - Cash flow after operating and investing activities	(I - II) III	1,158	1,094
IV – Financing activities
1. Capital increases and decreases	1	176	(281)
2. Dividends and interim dividends paid to shareholders(1)	2	(2,767)	(3,539)
3. Financing raised on capital markets
Bond issues		4,457	2,149
Other short- and medium-term borrowings and credit facilities(2)		512	476
	3	4,969	2,625
4. Repayments and redemptions
Bonds and short- and medium-term credit facilities(2)		3,159	2,279
	4	3,159	2,279
Cash flow used in financing activities	(1 + 2 + 3 – 4) IV	(781)	(3,474)
V - Change in cash and cash equivalents	(III + IV) V	377	(2,380)

(1) The €2,767 million figure reflects the 2014 recurring dividend net of the interim dividend paid in 2014 (€1,583 million) and the 2014 interim dividend (€1,184 million).

(2) Since 2011, issues and repayments of US commercial paper and Treasury bills have been shown on a net basis.

6.4.2 Notes to the parent company financial statements

A. Summary of significant accounting policies Revaluation adjustments

assets not operated under concessions carried out in 1959 and compliance with the general principles prescribed by the French 1976. chart of accounts, as set out in Regulation No. 2014-03 issued by the French accounting standards-setter (Autorité des Normes Other equity – irredeemable and non-voting securities Comptables – ANC), and with the valuation methods described (titres participatifs) below.

1985 and 1986 pursuant to Law No. 83.1 of January 10, 1983 and the related receivables, especially impairment charges or reversals, Law No. 85.695 of July 11, 1985. These securities are shown in are included in non-recurring items rather than financial items. In liabilities for their nominal amount and are redeemable only at the accordance with Article 120-2 of the French chart of accounts, initiative of GDF SUEZ SA. Interest paid on irredeemable and GDF SUEZ SA considers that although this classification diverges non-voting securities is included in financial expenses (see Note 11). from French accounting standards, it gives a more faithful view of the income statement because all items of income and expenses Irredeemable and non-voting securities that have been redeemed relating to equity investments can be shown together with capital and not yet canceled are classified in "Marketable securities".

The preparation of financial statements requires GDF SUEZ SA to All irredeemable non-voting securities were repurchased in 2014. use estimates and assumptions that affect the amounts reported in Intangible assets the financial statements or in the notes thereto. This mainly concerns provisions for site rehabilitation costs, the measurement of This caption mainly comprises: derivative financial instruments not quoted on an active market, provisions for contingencies, the measurement of equity the purchase cost or production cost of software, amortized over its estimated useful life; investments, revenue from delivered unbilled natural gas ("gas in the meter"), and provisions and off-balance sheet commitments relating the technical loss resulting from the merger.

The economic and financial crisis led GDF SUEZ SA to step up its contributed within the scope of the merger. In the event of a risk oversight procedures and factor in a risk assessment process disposal, the portion of the loss relating to the assets sold is when pricing its financial instruments and equity investments. The reversed through income. Company has taken the crisis and the significant market volatility Research costs are expensed in the year in which they are incurred.

The financial statements reflect management's best estimates of meet specific criteria, particularly as regards the pattern in which the these amounts, based on information available at the end of the intangible asset is expected to generate future economic benefits.

Shareholders' equity calculate software amortization.

External costs directly attributable to capital increases are deducted purposes are shorter than those used for accounting purposes, or from additional paid-in capital. Other costs are expensed as whenever the depreciation method for accounting and tax purposes incurred. differs.

External expenses directly attributable to the merger between Gaz All items of property, plant and equipment are carried at purchase de France SA and SUEZ SA in 2008 are deducted from the merger cost or production cost, including ancillary expenses, with the

This caption results from the legal revaluations of non-amortizable The 2014 financial statements have been drawn up in euros in

GDF SUEZ SA issued irredeemable and non-voting securities in Financial transactions involving equity investments, securities and

gains or losses on disposals under non-recurring items. Gains or losses arising on the cancelation of irredeemable and Use of estimates and judgment non-voting securities bought back by the Company are shown in financial items.

-

to employee benefits. Technical losses are allocated off-the-books to the various assets

into account in its business plans and in the various discount rates In accordance with the option permitted by CRC Regulation used to perform impairment tests and calculate provisions. No. 2004-06, other development costs are capitalized provided they

reporting period. A useful life of between five and seven years is generally used to

Accelerated depreciation, classified in the balance sheet under Additional paid-in capital tax-driven provisions, is recognized whenever the useful lives for tax

Merger premium Property, plant and equipment

premium. exception of assets acquired prior to December 31, 1976, which are shown at their revalued amount at that date.

Almost all items of property, plant and equipment are depreciated on a straight-line basis.

Assets are depreciated over their useful lives, based on the period services provider agrees to buy and sell GDF SUEZ SA shares to over which they are expected to be used. The useful lives for the organize the market for and ensure the liquidity of the share on the main asset classes are as follows: Paris and Brussels stock markets.

against the shares when their average price for the month in which Accelerated depreciation, classified in the balance sheet under the accounts are closed is lower than their book value. tax-driven provisions, is recognized whenever the useful lives for tax Marketable securities purposes are shorter than those used for accounting purposes, or whenever the depreciation method for accounting and tax purposes Marketable securities are shown on the balance sheet at cost. differs.

When the components of a given asset cannot be used separately, For listed securities, market value is determined based on the the overall asset is recognized. If one or more components have market price at the end of the reporting period. different useful lives at the outset, each component is recognized and depreciated separately. Gas inventories

regardless of its source, and including any regasification costs. Equity investments represent long-term investments providing Outflows are measured on a monthly basis using the weighted GDF SUEZ SA with control or significant influence over the issuer, or average unit cost method. helping it to establish business relations with the issuer.

Investments which GDF SUEZ SA intends to hold on a long-term cost. basis are written down if their value in use has fallen below their book value. Value in use is assessed by reference to the intrinsic Operating receivables value, yield value, expected cash flows and stock market prices for This caption includes all receivables arising on the sale of goods, the assets, taking into account any currency hedges where and other receivables arising in the ordinary course of operations. appropriate.

Gas delivered but not billed Investments which GDF SUEZ SA has decided to sell are written Receivables also include unbilled revenues for gas delivered, down if their book value is lower than their estimated sale price. If regardless of whether or not the meters have been read. sale negotiations are ongoing at the end of the reporting period, the

adopted for equity investments, these amounts are written down if recent customer bill or unbilled gas reading, in line with the

average price used takes account of the category of customer and considers that the cost of its commitment exceeds the value of the the age of the delivered unbilled "gas in the meter". The estimated assets held.

Other financial fixed assets average price and volume assumptions used.

This caption includes mainly investments other than equity Customers (mainly retail customers) can opt to pay on a monthly investments that GDF SUEZ SA intends to hold on a long-term basis. In this case, the Company recognizes a monthly advance and

and the advance payments already received. accordance with the criteria described above for equity investments.

The Company has entered into a liquidity agreement with an customers billed monthly. investment services provider. Under this agreement, the investment

buildings: 20 to 60 years; The amounts paid to the investment services provider are included other: 3 to 15 years. in "Other long-term investments". An impairment loss is recognized

When the market value of securities at December 31 is lower than Components their book value, a writedown is recognized for the difference.

Gas injected into underground reservoirs is included in inventories. It Financial fixed assets is measured at average purchase cost including domestic and Equity investments international freight costs upon entering the transportation network

An impairment loss is recognized when the net realizable value of Newly-acquired equity investments are recognized at purchase inventories, representing the selling price less costs directly and price plus directly attributable transaction fees. indirectly attributable to distribution, is lower than weighted average

best estimate is used to determine the sale price. This caption concerns customers not billed monthly (mainly residential customers) and customers whose billing period is not Amounts receivable from equity investments aligned with the consumption period of a given month.

This caption consists of loans granted by GDF SUEZ SA to equity The amount receivable in respect of delivered unbilled natural gas investments. ("gas in the meter") is calculated using a direct method taking into They are recognized at face value. In line with the treatment account estimated customer consumption based on the most 6 their value in use falls below their face amount. allocation of the distribution grid manager over the same period. Gas in the meter is measured at the average energy price. The Provisions for contingencies may be booked if the Company portion of unbilled revenue at the reporting date is sensitive to the

basis but which do not meet the definition of equity investments. a bill is issued at the anniversary date of the contract giving rise to A writedown may be taken against other financial fixed assets in the payment (or refund) of any difference between the amount billed

Unbilled revenues in respect of delivered unbilled natural gas are Liquidity agreement and treasury stock netted against the advances already collected by the Company from

6 MANAGEMENT REPORT 6.4 PARENT COMPANY FINANCIAL STATEMENTS

personnel expenses. Receivables from other customers are written down using rates

price paid by employees. Other operating receivables include the current account with GDF SUEZ Finance, as well as margin calls. Items for which there is Bond redemption premiums and issue costs

Foreign currency receivables, payables and cash and cash due to financial intermediaries. equivalents are converted at the exchange rate prevailing at Bonds carrying a redemption premium are recognized in liabilities year-end. for their total amount including redemption premiums. The matching

Translation differences are taken to income when they arise on cash entry for these premiums is recorded in assets under accruals, and and cash equivalents, or to the balance sheet under unrealized amortized over the life of the bonds pro rata to interest. foreign exchange gains or losses when they arise on receivables and payables. A provision is set aside for unrealized losses after Pensions and other employee benefit obligations taking account of any associated hedging instruments. Companies belonging to the electricity and gas

Provisions for contingencies and losses industries sector

GDF SUEZ SA employees qualify for the disability, pension and A provision is recognized when the Company has a legal or death benefits available under the special plan for companies constructive obligation resulting from a past event which is belonging to the electricity and gas industries sector (see Note 21). expected to result in an outflow of resources embodying economic Accounting treatment benefits that can be measured reliably.

The provision represents the best estimate of the amount required In accordance with the option permitted by the CNC's Emerging

rehabilitating land on which former gas production plants were life (long-service awards and exceptional end-of-career vacation). located, in light of general environmental protection standards and As part of the 2008 merger between SUEZ and Gaz de France with

These provisions reflect the best estimate of the costs that this will other employee benefits (pensions, retirement indemnities and involve, based on (i) current cost information, technical knowledge healthcare) carried by SUEZ SA at December 31, 2007 were and experience acquired, and (ii) regulatory requirements in force or transferred to GDF SUEZ SA.

Any revisions subsequently made to estimates (timing of Taskforce and with the method applied by GDF SUEZ SA and rehabilitation obligations, estimated costs involved, etc.) are taken described above, no further amounts will be set aside to these into account on a prospective basis. Movements in these provisions provisions in respect of rights newly vested by employees or the are shown under operating items. unwinding of discounting adjustments on the provisions transferred

Provision for employee bonus share awards and stock line with the settlement of the corresponding obligations. option plans No provisions are set aside in liabilities for other commitments.

In accordance with CRC Regulation No. 2008-15 of December 4, These are disclosed in Note 21 on off-balance sheet commitments. 2008, the provision for employee bonus share awards is recognized on a straight-line basis over the vesting period. The provision

Impairment of trade receivables ultimately covers the disposal loss equal to the book value of Bad debt risk is analyzed on a case-by-case basis for the treasury stock granted free of consideration to employees. Company's largest customers. Movements in this provision and any related costs are shown in

which increase in line with the age of the related receivables. For stock options, a provision is set aside whenever the share price at the end of the reporting period is higher than the exercise price of The potential bad debt risk arising on amounts receivable in respect the options granted. The provision is set aside on a straight-line of delivered unbilled natural gas is also taken into account. basis over the vesting period, and ultimately covers the disposal Other operating receivables loss equal to the purchase cost of the shares, less the exercise

a risk of non-collection are written down. In accordance with the benchmark treatment prescribed by the Foreign currency transactions French National Accounting Board (Conseil National de la Comptabilité – CNC), bond issue costs are recognized on a Income and expenses denominated in foreign currencies are straight-line basis over the life of the instruments. These issue costs recorded at their equivalent value in euros at the transaction date. mainly consist of advertising expenses (for public issues) and fees

to settle the present obligation at the end of the reporting period. Issues Taskforce in Opinion 2000-A dated July 6, 2000, GDF SUEZ SA recognizes provisions under liabilities solely for benefits granted Provisions for rehabilitating land on which former gas to employees whose rights have already begun to vest (annuities for production plants were located occupational accidents and illnesses, temporary incapacity or These provisions are set aside to cover the estimated costs of disability benefits), or benefits due during the employee's working

laws and regulations specific to certain equipment. retroactive effect from January 1, 2008, provisions for pensions and

in the process of being adopted. In accordance with Opinion 2005-C of the CNC's Emerging Issues within the scope of the merger. These provisions are written back in

method. The present value of the obligations of GDF SUEZ SA is the French Tax Code (Code général des impôts). calculated by allocating vested benefits to periods of service under The contribution of subsidiaries in the tax consolidation group to the the plan's benefit formula. When an employee's service in later Group's income tax expense equals the amount of tax for which years leads to a materially higher level of benefits than in earlier they would have been liable if they had not been members of the tax years, the Group allocates the benefits on a straight-line basis. consolidation group.

Future payments in respect of these benefits are calculated based The impacts of tax consolidation are recorded under the income tax on assumptions as to salary increases, retirement age, mortality and expense of GDF SUEZ SA, as parent company.

The rate used to discount future benefit payments is determined by generated by subsidiaries' tax losses. These savings initially benefit reference to the yield on investment grade corporate bonds based GDF SUEZ SA as parent company, and are recovered by the

To hedge and manage its currency, interest rate and commodity employment and competitiveness in France (Crédit d'impôt pour la risk, GDF SUEZ SA uses financial and operating instruments compétitivité et l'emploi – CICE). This tax credit is recognized as a disclosed in off-balance sheet commitments. reduction of income tax expense.

In the case of contracts that qualify as hedging instruments and are traded on an organized market or over the counter, gains or losses Statutory training entitlement are taken to income symmetrically with the gain or loss on the Rights vested under the statutory training entitlement at hedged items. December 31, 2014 are disclosed in Note 16B.

Changes in the fair market value of contracts that do not qualify as In accordance with Opinion 2004 F of the CNC's Emerging Issues hedging instruments and are traded on an organized market are Taskforce on the recognition of statutory training entitlements, no taken to income. A provision is set aside for unrealized losses on provision has been recorded by GDF SUEZ SA in its 2014 financial instruments traded over the counter that do not qualify as hedging statements, as employee rights are included in the Company instruments. training plan.

If the hedged item ceases to exist, the contract is unwound and any gains or losses taken to income. B. Comparability of periods presented

GDF SUEZ SA uses internal models representative of market The financial statements for the year ended December 31, 2014 are practices to value financial derivative instruments that are not listed comparable with the financial statements for the year ended on financial markets. December 31, 2013.

Income tax

Since January 1, 1988, GDF SUEZ SA has been part of the tax consolidation regime introduced by Article 68 of Law No. 87-1060

Basis of measurement and actuarial assumptions of December 30, 1987. GDF SUEZ SA is head of a tax Benefit obligations are measured using the projected unit credit consolidation group within the meaning of Articles 223 A et seq. of

employee turnover. GDF SUEZ SA also records a provision for any tax savings on maturities consistent with the benefit obligation. subsidiaries once they return to profit (hence the provision booked).

Financial instruments and commodity derivatives Article 66 of Amending Finance Law No. 2012-1510 of December 29, 2012 introduced a tax credit aimed at boosting

C. Additional information regarding the balance sheet and income statement

NOTE 1 Intangible assets and property, plant and equipment

Changes in the gross value of these assets can be analyzed as follows:

In millions of euros	Dec. 31, 2013	Increases	Decreases	Reclassifications	Dec. 31, 2014
Intangible assets	1,364	102	(15)	(2)	1,449
Software	658	-	(15)	86	729
Technical losses	285	-	-	-	285
Other	323	-	-	-	323
Intangible assets in progress	98	102	-	(88)	112
Property, plant and equipment	1,008	32	(37)	2	1,005
Land	38	-	(1)	-	37
Buildings	516	-	(13)	22	525
Plant and equipment	175	1	(1)	25	200
Other	227	-	(22)	1	206
Property, plant and equipment in progress	52	31	-	(46)	37
Advances and downpayments	-	-	-	-	-
TOTAL	2,372	134	(52)	0	2,454

Research and development costs recognized in expenses in 2014 amounted to €61 million (€43 million in 2013).

Intangible assets in progress essentially concern IT projects.

NOTE 2 Depreciation, amortization and impairment of intangible assets and property, plant and equipment

Changes in this caption were as follows:

		Additions taken through the income	Reversals taken through the income
In millions of euros	Dec. 31, 2013	statement	statement	Dec. 31, 2014
Intangible assets	687	104	(11)	780
Software	422	99	(11)	510
Technical losses	-	-	-	-
Other	265	5		270
Property, plant and equipment	571	45	(29)	587
Land	-	-	-	-
Buildings	362	18	(9)	371
Plant and equipment	90	8	-	98
Other	119	19	(20)	118
Property, plant and equipment in progress	-	-	-	-
TOTAL	1,258	149	(40)	1,367

Changes in this caption were as follows:

In millions of euros	Dec. 31, 2013	Additions	Reversals	Dec. 31, 2014
Intangible assets	200	-	(13)	187
Property, plant and equipment	-	-	-	-
TOTAL	200	-	(13)	187

Movements in depreciation, amortization and impairment can be broken down as follows:

In millions of euros	Dec. 31, 2013
Depreciation, amortization and impairment	149	160
Straight-line method	146	157
Declining-balance method	2	2
Impairment	1	1
Exceptional depreciation and amortization	13	13
Reversals	-	-

The net value of intangible assets and property, plant and equipment is as follows:

		Accumulated
In millions of euros	Gross value	amortization/depreciation	Impairment	Net at Dec. 31, 2014	Net at Dec. 31, 2013
Intangible assets	1,449	593	187	669	677
Software	729	510	-	219	236
Technical losses	285	-	-	285	285
Other	323	83	187	53	58
Intangible assets in progress	112	-	-	112	98
Property, plant and equipment	1,005	587	-	418	437
Land	37	-	-	37	38
Buildings	525	371	-	154	154
Plant and equipment	200	98	-	102	85
Other	206	118	-	88	108
Property, plant and equipment in progress	37	-	-	37	52
Advances and downpayments	-	-	-	-	-
TOTAL	2,454	1,180	187	1,087	1,114

NOTE 3 Finance leases

If GDF SUEZ SA were the outright owner of buildings and other property, plant and equipment currently held under finance leases, these assets would be reported as follows:

		Additions		Accumulated	6
In millions of euros	Gross value	for the period	Net value	depreciation
Buildings	92	(6)	57	(35)
Other property, plant and equipment	-	-	-	-

Contractual commitments are as follows:

		Purchase option price
In millions of euros	Paid in 2014	Outstanding	Due in 1 year or less	Due in 1 to 5 years	Due in more than 5 years
Buildings	5	7	4	3	-	-
Other property, plant and equipment	-	-	-	-	-	-

Virtually all property lease agreements provide for a purchase option exercisable at a symbolic price of one euro.

NOTE 4 Financial fixed assets

Note 4 A. Gross values

Changes in the gross value of these assets can be analyzed as follows:

In millions of euros	Dec. 31, 2013	Increases	Decreases	Other	Dec. 31, 2014
Equity investments	66,976	154	(76)	17	67,071
Consolidated equity investments	66,555	36	-	158	66,749
Non-consolidated equity investments	421	118	(76)	(141)	322
Other financial fixed assets	1,649	2,831	(3,125)	-	1,355
Other long-term investments(1)	141	416	(530)	-	27
Amounts receivable from equity investments	1,449	25	(199)	-	1,275
Loans	19	10	(10)	-	19
Other financial fixed assets	40	2,380	(2,386)	-	34
TOTAL	68,625	2,985	(3,201)	17	68,426

(1) At December 31, 2014, GDF SUEZ SA held 450,000 treasury shares under the liquidity agreement. These shares had an acquisition cost of €8.77 million and a market value of €8.87 million at that date. No impairment provision was recognized against these shares at December 31, 2014 (see Note 4B – "Other"). Movements in treasury stock are detailed in Note 10A.

Equity investments and amounts receivable from these investments are detailed in Note 23.

The year-on-year change in equity investments at December 31, purchase of shares in Gaz Transport & Technigaz for €8 million 2014 is essentially attributable to: following the initial public offer and acquisition of control;

• business) for €108 million, bringing the Group's interest in the connection with a capital decrease;
• acquisition of GDF SUEZ New Ventures (stakes in innovative (contribution of the Belgian branch) in an amount of €17 million. companies) for €28 million from SI Finance;
• purchases of shares in NNB Development Company (UK nuclear sale of shares in SI Finance (holding company) for €69 million in
• company to 100%; subscription to the capital increase carried out by Electrabel

Note 4 B. Impairment

In millions of euros	Dec. 31, 2013	Additions	Reversals	Other	Dec. 31, 2014
Consolidated equity investments	2,158	83	(55)	-	2,186
Non-consolidated equity investments	296	15	(60)	-	251
Amounts receivable from equity investments	372	22	-	-	394
Other	16	-	(15)	-	1
TOTAL	2,842	120	(130)	-	2,832

in SI Finance following the share repurchase (€46 million), Genfina provisions for impairment recognized against shares in (€35 million), Storengy (€12 million) and Cogac (€8 million); Compagnie du Vent (€54 million), GDF SUEZ IT (€20 million), agreement (€16 million). (€12 million);

The main changes in impairment reflect: reversals of impairment provisions recognized in relation to shares

GDF SUEZ Management Company (€8 million) and Ecometering a reversal from the provision for impairment relating to the liquidity

Note 4 C. Net value

In millions of euros	Gross value at Dec. 31, 2014	Impairment	Net value at Dec. 31, 2014	Net value at Dec. 31, 2013
Equity investments	67,071	(2,436)	64,635	64,522
Consolidated equity investments	66,749	(2,186)	64,563	64,397
Non-consolidated equity investments	322	(250)	72	125
Other financial fixed assets	1,355	(396)	959	1,261
Other long-term investments	27	(1)	26	125
Amounts receivable from equity investments	1,275	(394)	881	1,077
Loans	19	(1)	18	19
Other financial fixed assets	34	-	34	40
TOTAL	68,426	(2,832)	65,594	65,783

NOTE 5 Inventories

In millions of euros	Gross value at Dec. 31, 2013	Increases	Decreases	Gross value at Dec. 31, 2014
Gas reserves	1,843	1,448	1,641	1,650
Other	1	-	1	-
TOTAL	1,844	1,448	1,642	1,650

NOTE 6 Maturity of receivables

	Due
In millions of euros	Gross amount at Dec. 31, 2014	End-2015	Between 2016 and 2019	2020 and beyond
Non-current assets	1,355	769	89	497
Amounts receivable from equity investments	1,275	758	77	440
Loans	19	4	5	10
Liquidity agreement	9	-	-	9
Other financial fixed assets	52	7	7	38
Current assets	12,570	12,541	29	-
Trade and other receivables	4,783	4,765	18	-
Current accounts with subsidiaries	5,509	5,509	-	-
Other operating receivables	951	951	-	-
Other receivables	1,325	1,314	11	-
Advances and downpayments made on orders	2	2	-	-
TOTAL	13,925	13,310	118	497

NOTE 7 Impairment of current assets

In millions of euros	Dec. 31, 2013	Additions	Reversals	Dec. 31, 2014
Operating receivables	267	162	(124)	305
Miscellaneous receivables	21	-	-	21
Marketable securities	25	-	(25)	-
TOTAL	313	162	(149)	326

NOTE 8 Marketable securities

Marketable securities shown on the balance sheet for a net amount No impairment was recognized against shares not yet allocated to of €1,534 million had a market value of €1,450 million at future share plans at December 31, 2014, since the price of the

acquiring those shares (€254 million at December 31, 2014). The unrealized capital loss concerns the GDF SUEZ shares purchased in connection with employee share grants. A provision The market value of other marketable securities exceeds their cost. was recognized in liabilities for the portion allocated to share plans (see Note 12 B2).

December 31, 2014. shares at the end of the reporting period exceeded the cost of

NOTE 9 Accruals

Assets

In millions of euros	Dec. 31, 2013	Increases	Decreases	Dec. 31, 2014
Loan redemption premiums	137	43	(24)	156
Deferred loan issuance costs	79	26	(20)	85
Financial instruments	153	382	(128)	407
TOTAL	369	451	(172)	648

Liabilities

In millions of euros	Dec. 31, 2013	Increases	Decreases	Dec. 31, 2014
Options contracts	70	331	(388)	13
Financial instruments	265	86	(265)	86
TOTAL	335	417	(653)	99

NOTE 10 Shareholders' equity

Note 10 A. Share capital – Shares issued and outstanding

Share capital is fully paid up. Each €1 share carries a single voting right.

Share capital
Shares comprising the share capital at January 1, 2014	2,412,824,089
Shares issued during the period following employee share subscriptions	22,460,922
Shares issued following dividend payouts	-
Total number of shares comprising the share capital	2,435,285,011

In 2014, a total of 20,932,267 shares were purchased and December 31, 2014 and 7,175,000 treasury shares at 27,657,267 shares were sold under the liquidity agreement, December 31, 2013. generating a net capital gain of €8.9 million. GDF SUEZ SA held At December 31, 2014, GDF SUEZ SA held 44,379,797 shares in

450,000 treasury shares under the liquidity agreement at connection with bonus share awards (see Note 10 C).

Note 10 B. Change in shareholders' equity

In millions of euros

Shareholders' equity at December 31, 2013	43,984
Employee share subscriptions (Link 2014 plan)	323
Dividends and interim dividends paid	(2,767)
Tax-driven provisions	(55)
Income	411
Shareholders' equity at December 31, 2014	41,896

• -
• eligible for stock options. an interim dividend of €0.50 per share in respect of 2014,

Notes 10 C. Employee bonus share awards In 2014, GDF SUEZ SA delivered 977,082 shares to Group and stock option plans employees.

Bonus share awards are intended to involve all employees more considered that it had an obligation to deliver 30,535,596 shares, closely in the Group's growth and performance. They are awarded including 10,853,409 shares on the exercise of stock options. to employees upon a decision of the Board of Directors, in In view of the shares delivered in 2014, the Company holds accordance with decisions taken by the Shareholders' Meeting, 44,379,797 shares to cover its bonus share obligations at subject to a minimum seniority of two years and a number of December 31, 2014, representing a total amount of €948 million net

Stock option policy – or employee share issues prior to the merger €862 million. between Gaz de France and SUEZ – aims to closely involve

In 2014, GDF SUEZ SA paid: executive and senior management, as well as high-potential managers, in the future development of the Company and in a dividend of €0.67 per share (net of the interim dividend paid in creating shareholder value. Conditions for the award of options and 2013) in respect of 2013, representing a total amount of €1,582 million, less the treasury shares held at the dividend payment date the list of beneficiaries are approved by the Board of Directors in accordance with authorizations granted at Shareholders' Meetings. (€34 million). Certain stock option awards have been replaced by bonus share The total 2013 dividend was €1.50 per share, representing a total awards, made available to more employees than were previously payout of €3,576 million;

representing a total amount of €1,184 million, payable in cash. In 2014, GDF SUEZ SA granted 3,607,006 bonus shares to GDF SUEZ Group employees. No stock options were granted during the year.

Based on all existing share plans, the number of beneficiaries and Bonus share policy and stock option policy staff turnover assumptions, at December 31, 2014 GDF SUEZ SA

performance conditions. of provisions. The market value of these shares at end-2014 was

DETAILS OF BONUS SHARE AND STOCK OPTION PLANS IN FORCE

			Expense in
	Number of shares	Number of shares
Bonus shares awarded	awarded	delivered	Per share value	2014	2013
GDF SUEZ Plan of November 12, 2008(1)	-	-	19.93	-	0.1
GDF SUEZ Plan of July 8, 2009(1)	-	-	19.93	-	3.5
GDF SUEZ plan of November 10, 2009(1)	309,626	277,360	24.53	0.3	1.7
GDF SUEZ Plan of August 24, 2010	182,980	-	25.34	1.6	0.7
GDF SUEZ Plan of January 13, 2011(1)	2,743,434	636,811	24.59	(2.4)	23.5
GDF SUEZ Plan of March 2, 2011(1)	26,554	28,375	24.53	-	0.3
GDF SUEZ Plan of June 22, 2011	1,883,110	-	25.34	18.3	23.1
GDF SUEZ Plan of December 6, 2011	2,707,618	-	25.34	23.4	19.4
GDF SUEZ Plan of February 29, 2012(1)	66,399	34,536	24.93	0.5	0.6
GDF SUEZ Plan of October 30, 2012	5,486,014	-	25.00	50.8	32.0
GDF SUEZ Plan of December 6, 2012	3,266,684	-	24.85	28.1	18.6
GDF SUEZ Plan of February 27, 2013	89,236	-	25.27	1.1	0.6
GDF SUEZ Plan of December 11, 2013	2,576,322	-	23.19	17.5	0.8
GDF SUEZ Plan of February 26, 2014	84,423	-	22.26	0.6	-
GDF SUEZ Plan of December 10, 2014	3,117,735	-	19.93	1.0	-
Link Abond Plan of December 10, 2014	110,117	-	19.93	-	-
TOTAL	22,650,252	977,082		140.8	124.9

(1) Plans for which shares have been partially or totally delivered.

Stock options granted		Exercise value	Expense in
	Number of stock options granted		2014	2013
GDF SUEZ Plan of November 12, 2008	5,998,064	32.74	-	-
GDF SUEZ Plan of November 10, 2009	4,855,345	29.44	-	-

GDF SUEZ SA took over the stock subscription options granted by In view of the options exercised and in the absence of any further

SUEZ SA prior to the merger. stock subscription options granted since the merger, GDF SUEZ SA could be required to issue a maximum 20,823,223 shares at December 31, 2014.

NOTE 11 Other equity

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Irredeemable and non-voting securities	-	148
Value of concession assets – Concession grantors' rights	31	27
TOTAL	31	175

GDF SUEZ SA issued irredeemable and non-voting securities in The irredeemable and non-voting securities accrued interest within 1985 and 1986 pursuant to Law No. 83.1 of January 1, 1983 and an average bond yield range of between 85% and 130%. They Law No. 85.695 of July 11, 1985. Since August 1992, GDF SUEZ included a fixed component equal to 63% of the average bond yield SA could choose to repurchase these irredeemable and non-voting (TMO) and a variable component based on the year-on-year securities at any time, at a price equal to 130% of their nominal increase in value added reported by GDF SUEZ SA or the Group amount. (Group share), whichever was higher.

In 2014, GDF SUEZ repurchased all 194,440 securities outstanding At December 31, 2014, the corresponding financial expense for a nominal amount of €140 million, corresponding to a amounted to €7 million. disbursement of €191.6 million.

NOTE 12 Provisions

Note 12 A. Tax-driven provisions and investment subsidies

In millions of euros	Dec. 31, 2013	Additions taken through the income statement	Reversals taken through the income statement	Dec. 31, 2014
Tax-driven provisions	541	126	(181)	486
Accelerated depreciation and amortization	334	126	(127)	333
Provision for price increases	207	-	(54)	153
Provision for investments	-	-	-	-
Investment subsidies	-	-	-	-
TOTAL	541	126	(181)	486

Note 12 B. Provisions for contingencies and losses

			Reversals	Reversals
In millions of euros	Dec. 31, 2013	Additions	(used provisions)	(surplus provisions)	Other	Dec. 31, 2014
Provisions for site rehabilitation (Note 12 B1)	28	-	(11)	-	-	17
Provisions relating to employees (Note 12 B2)	322	161	(83)	-	-	400
Provisions for taxes (Note 12 B3)	257	9	(92)	-	-	174
Provisions for tax consolidation (Note 12 B4)	1,575	106	(150)	-	-	1,531
Vendor warranties (Note 12 B5)	48	2	(35)	-	-	15
Risks arising on subsidiaries (Note 12 B6)	23	-	(2)	-	-	21
Other provisions for contingencies and losses (Note 12 B7)	561	488	(206)	(29)	(4)	810
TOTAL	2,814	766	(579)	(29)	(4)	2,968

Note 12 B1. Provisions for taxes Provisions for site rehabilitation Note 12 B3.

Provisions for site rehabilitation totaled €17 million at December 31, Provisions for taxes totaled €174 million at December 31, 2014 2014 versus €28 million at end-2013, and chiefly relate to the (€257 million at December 31, 2013), and chiefly relate to the rehabilitation of land on which gas production plants were located. acquisition of the transmission network in 2002. The provisions will In 2014, €11 million of the provision was utilized, reflecting be written back over a period of 14 years. The amount written back rehabilitation work completed. in 2014 was €92 million.

Note 12 B2. Provisions for tax consolidation Provisions relating to employees Note 12 B4.

Pension obligations are covered by insurance funds. At end-2014, back to subsidiaries any tax losses utilized.

Provisions have been set aside for the full amount of disability the tax consolidation group. Since 2008, the subsidiary's statutory benefits and allowances for occupational accidents, illnesses of financial statements show tax savings relating to the amortizable active employees at year-end, long-service awards and asbestos, component of the capital gain arising on the disposal of the gas

These provisions represented a total amount of €126 million at component arising in the year.

The full amount of end-of-career indemnities is partially covered by component of GrDF's intangible assets. insurance funds; the shortfall amounted to €28 million at December 31, 2014. Note 12 B5. Provisions for vendor warranties

stock option plans (see Note 10 C)

Note 12 B6. Provisions for risks arising on subsidiaries At December 31, 2014, provisions for employee bonus share awards and stock option plans amounted to €271 million Risks arising on subsidiaries totaled €21 million at December 31, 2014 and €23 million at end-2013. (end-2013: €203 million).

Note 12 B7. Other provisions for contingencies and losses In 2014, GDF SUEZ SA set aside a further €148 million to this

In addition to presence in the Group at the vesting date, eligibility for chiefly impact non-recurring and financial items. certain bonus share and performance share plans is subject to an Provisions for other contingencies and losses totaled €810 million at internal performance condition. When this condition is not fully met, December 31, 2014 versus €561 million at end-2013, the number of bonus shares granted to employees is reduced in

Provisions for employee benefits GDF SUEZ SA has chosen to file consolidated tax returns. As a result, it sets aside a provision reflecting its obligation to transfer

the corresponding provisions amounted to €7 million. At December 31, 2007, the capital gain on the disposal of the gas Other post-employment benefits amounted to €26 million. distribution activity had no impact on tax, since GrDF was part of distribution business. This excess amortization is canceled out at representing a total amount of €93 million. the level of the tax consolidation group. In accordance with the tax The provisions for pensions and other employee benefit obligations consolidation agreements signed with its subsidiaries, GDF SUEZ carried by SUEZ SA at the time of the 2008 merger are written back SA recognized a provision for tax consolidation with respect to as and when the corresponding liabilities for which they were set GrDF for a definitive amount of €1,938 million, based on the aside at end-2007 are extinguished. No further amounts are set amortizable component. In 2014, the Company wrote back an aside to these provisions in respect of rights newly vested or the amount of €115 million (€109 million in 2013), corresponding to the unwinding of discounting adjustments. neutralization of the excess amortization on the amortizable

December 31, 2014. Note 21 D analyzes changes in these Provisions for tax consolidation amounted to €1,531 million at provisions in the periods presented. end-2014, including €1,212 million relating to the amortizable

At December 31, 2014, provisions for vendor warranties amounted Provisions for employee bonus share awards and to €15 million (€48 million at end-2013).

provision to cover rights vested by employees. It also wrote back This item mainly includes provisions for contingencies arising on €80 million of the provision following the expiration of certain bonus other third parties, provisions for disputes, and provisions for share plans. currency and interest rate risk. Movements in these provisions

The remaining balance at end-2014 chiefly concerns provisions for accordance with the plans' regulations. financial instruments (€383 million), for contract losses (€262 million), and for foreign exchange losses (€86 million).

NOTE 13 Borrowings and debt

In millions of euros	Dec. 31, 2014	Dec. 31,2013
Borrowings	28,445	26,115
Hybrid bonds(1)	3,735	1,710
Bonds	18,891	19,135
Other loans	5,819	5,270
Amounts payable to equity investments	514	480
Current accounts and loans with subsidiaries	35	54
Other borrowings and debt	701	656
Deposits received from customers	33	38
Consolidation	65	-
Current portion of interest due	541	545
Bank overdrafts	29	40
Miscellaneous	33	33
TOTAL	29,695	27,305

(1) On July 3, 2013, GDF SUEZ issued undated deeply subordinated notes. This issue raised an equivalent amount of €1.7 billion and was carried out in three installments paying an average coupon of 4.3%:

• €600 million installment paying a coupon of 3.875%, callable annually as from July 2018;

• €750 million installment paying a coupon of 4.750%, callable annually as from July 2021;

• GBP 300 million installment paying a coupon of 4.625%, callable annually as from July 2019.

Two new installments were issued in 2014 paying an average coupon of 3.4%:

• €1,000 million installment paying a coupon of 3%, callable annually as from June 2019; - €1,000 million installment paying a coupon of 3.875%, callable annually as from June 2024.

Based on an analysis of the contractual terms and conditions of these issues, they were classified as hybrid bonds.

The increase in borrowings and debt in 2014 chiefly reflects: These increases were offset by:

foreign exchange effect for €376 million.

• the issue of a green bonds for €2,500 million; a €3,094 million decrease in bonds following early redemptions totaling €1,677 million and repayments of borrowings that fell due the issue of hybrid bonds for €2,000 million; in an amount of €1,417 million. a €542 million increase in US commercial paper;

NOTE 14 Maturities of borrowings, debt and payables

	Due
In millions of euros	Dec. 31,2014	End-2015	Between 2016 and 2019	2020 and beyond
Borrowings and debt	29,695	7,210	9,218	13,267
Hybrid bonds	3,735	-	1,985	1,750
Bonds	18,891	750	6,624	11,517
Other loans	5,819	5,219	600	-
Amounts payable to equity investments	514	514	-	-
Current accounts and loans with subsidiaries	35	35	-	-
Other borrowings and debt	701	692	9	-
Trade and other payables	5,657	5,657	-	-
Tax and employee-related liabilities	916	916	-	-
Other liabilities	1,601	1,601	-	-
Advances from customers	286	286	-	-
Other	1,315	1,315	-	-
Advances and downpayments received on orders	1	1	-	-
TOTAL	37,870	15,385	9,218	13,267

Note 14 A. Breakdown of hybrid bonds

	Interest
	Dec. 31, 2014	Issue date	repricing date	Interest	Listing
Public issues
• in millions of euros	600	07/2013	07/2018	3.875%	Paris
• in millions of euros	750	07/2013	07/2021	4.750%	Paris
• in millions of euros	1,000	06/2014	06/2019	3.000%	Paris
• in millions of euros	1,000	06/2014	01/2024	3.875%	Paris
• in millions of pounds sterling	300	07/2013	01/2019	4.625%	Paris

MANAGEMENT REPORT 6.4 PARENT COMPANY FINANCIAL STATEMENTS

Note 14 B. Breakdown of bonds

	Dec. 31, 2014	Issue date	Expiration date	Interest	Listing
Public issues
• in millions of euros	687	02/2003	02/2018	5.125%	Paris/Luxembourg
• in millions of euros	834	10/2008	01/2019	6.875%	Luxembourg
• in millions of euros	1,043	01/2009	01/2016	5.625%	Luxembourg
• in millions of euros	1,000	01/2009	01/2021	6.375%	Luxembourg
• in millions of euros	750	02/2009	02/2015	5.000%	Luxembourg
• in millions of euros	762	10/2010	10/2022	3.500%	Paris
• in millions of euros	564	10/2010	10/2017	2.750%	Paris
• in millions of euros	300	03/2011	03/2111	5.950%	Paris
• in millions of euros	424	11/2011	01/2020	3.125%	Paris
• in millions of euros	1,000	06/2012	02/2016	1.500%	Paris
• in millions of euros	1,000	06/2012	02/2023	3.000%	Paris
• in millions of euros	729	06/2012	06/2018	2.250%	Paris
• in millions of euros	750	07/2012	07/2017	1.500%	Paris
• in millions of euros	661	07/2012	07/2022	2.625%	Paris
• in millions of euros	600	07/2013	07/2018	3.875%	Paris
• in millions of euros	750	07/2013	07/2021	4.750%	Paris
• in millions of euros	1,200	05/2014	05/2020	1.375%	Paris
• in millions of euros	1,300	05/2014	05/2026	2.375%	Paris
• in millions of euros	1,000	06/2014	06/2019	3.000%	Paris
• in millions of euros	1,000	06/2014	06/2024	3.875%	Paris
• in millions of pounds sterling	500	10/2008	10/2028	7.000%	Luxembourg
• in millions of pounds sterling	525	02/2009	02/2021	6.125%	Luxembourg
• in millions of pounds sterling	700	10/2010	10/2060	5.000%	Paris
• in millions of pounds sterling	400	11/2011	10/2060	5.000%	Paris
• in millions of pounds sterling	300	07/2013	01/2019	4.625%	Paris
• in millions of Swiss francs	300	10/2011	10/2017	1.500%	Zurich
• in millions of Swiss francs	275	10/2012	10/2020	1.125%	Zurich
• in millions of Swiss francs	175	10/2012	10/2024	1.625%	Zurich
• in millions of dollars	750	10/2012	10/2017	1.625%	None
• in millions of dollars	750	10/2012	10/2022	2.875%	None
Private placements
• in millions of yen	15,000	12/2008	12/2023	3.180%	None
• in millions of euros	150	10/2011	10/2018	3.046%	Paris
• in millions of euros	100	10/2011		10/2023 CMS10yr+0.505%	Paris
• in millions of euros	400	07/2012	01/2020	2.500%	None
• in millions of yen	10,000	07/2012	07/2022	1.260%	Paris
• in millions of euros	100	03/2013	03/2033	3.375%	None
• in millions of euros	200	04/2013	04/2020	Euribor3m+0.58%	Paris
• in millions of euros	81	04/2013	04/2038	3.703%	None
• in millions of dollars	50	04/2013	04/2033	3.750%	Paris
• in millions of Norwegian krone	500	04/2013	04/2024	4.02%	Paris

Note 14 C. Other borrowings and amounts which €600 million had been drawn. The Group took out a loan with

At December 31, 2014, other borrowings comprised mainly Note 14 D. Other borrowings and debt commercial paper in euros (€3,730 million, including €1,350 million at floating rates and €2,380 million at fixed rates) and Other borrowings and debt (accrued interest on borrowings and dollar-denominated US commercial paper at fixed rates (equivalent debt, deposits received from customers, bank overdrafts, bank value of €1,490 million). These borrowings all fall due in less than facilities, etc.) are chiefly denominated in euros. one year. At end-2014, GDF SUEZ SA also had a credit facility on

International Power for GBP 400 million (€514 million) maturing in payable to equity investments 2015.

NOTE 15 Analysis of borrowings and debt by currency and interest rate

Note 15 A. Analysis by interest rate

	After hedging		Before hedging
In millions of euros	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Floating rate
Bonds	3,949	4,100	300	424
Amounts payable to equity investments	-	-	514	480
Other loans	3,928	2,000	1,850	2,440
Current accounts with subsidiaries	35	54	35	54
Other borrowings and debt	701	656	701	656
Fixed rate
Hybrid bonds	3,735	1,710	3,735	1,710
Bonds	14,942	15,035	18,591	18,711
Amounts payable to equity investments	514	480	-	-
Other loans	1,891	3,270	3,969	2,830
TOTAL	29,695	27,305	29,695	27,305

Note 15 B. Analysis by currency

	After hedging		Before hedging
In millions of euros	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
In euros
Hybrid bonds	18,891	1,350	14,034	1,350
Bonds	3,350	19,135	3,350	13,835
Amounts payable to equity investments	514	480	-	-
Other loans	5,819	5,270	4,365	4,323
Current accounts with subsidiaries	35	54	35	54
Other borrowings and debt	696	653	696	653
In foreign currency
Hybrid bonds	385	360	385	360
Bonds	-	-	4,857	5,300
Amounts payable to equity investments	-	-	514	480
Other loans	-	-	1,454	947
Other borrowings and debt	5	3	5	3
TOTAL	29,695	27,305	29,695	27,305

NOTE 16 Operating income

Note 16 A. Breakdown of revenues

REVENUES BY REGION:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Energy sales
• France	12,630	17,020
• International	10,073	9,753
Works, research and services provided	1,313	1,151
Revenues from non-core activities and other	546	684
TOTAL	24,562	28,608

Note 16 B. Personnel costs

CHANGE IN HEADCOUNT BY CATEGORY:

	Dec. 31, 2013	Change	Dec. 31, 2014
Operating staff	510	(87)	423
Senior technicians and supervisory staff	2,324	(123)	2,201
Managerial-grade staff	3,311	(224)	3,087
TOTAL	6,145	(434)	5,711

The average number of employees was 5,879 in 2014 and 6,367 in 2013.

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Wages and salaries	357	377
Payroll expenses	168	190
Profit sharing	29	30
Other	133	176
TOTAL	687	773

An employee profit-sharing agreement based on performance These profit-sharing mechanisms are treated as personnel costs. criteria was set up in compliance with the legal conditions ⁶ Statutory training entitlement prescribed by Order 86-1134 of October 21, 1986.

employees working under an indefinite-term employment contract received under the profit-sharing plan into savings plans operated

• net amount of €700.

Employee profit sharing Employees may combine both of these possibilities.

Under Law No. 2004-391 of May 4, 2004 on vocational training, Beneficiaries of the agreement may pay all or part of the amounts governed by private law accrue a minimum of 20 hours' statutory by GDF SUEZ SA, rather than accessing the amounts immediately. training entitlement per year, cumulative over a period of six years. If In this case, amounts received are invested in: at the end of the six-year period employees have not used all or part the Group savings plan (Plan d'Épargne Groupe – PEG) or the of their training entitlement, the entitlement is capped at 120 hours.

Company savings plan (Plan d'Épargne Entreprise – PEE). The Pursuant to Opinion 2004-F of the CNC's Emerging Issues employer matches 100% of the amount that the employee has Taskforce on accounting for the statutory training entitlement, no paid in up to a maximum annual net amount of €700; provisions were set aside at December 31, 2014 in respect of this or in the collective retirement savings plan (Plan d'Épargne obligation. At that date, GDF SUEZ SA employees had accrued a Retraite Collectif – PERCO). The employer matches 150% of the total of 568,203 unused training hours. amount that the employee has paid in up to a maximum annual

Note 16 C. Net additions to provisions and operating expense transfers

1. NET ADDITIONS TO PROVISIONS

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Provision for capital renewal and replacement liabilities regarding concessions	3	1
Provision for site rehabilitation	(11)	(2)
Provisions relating to employees	(22)	(39)
Other contingency and loss provisions for operating items	249	341
TOTAL	219	301

2. OPERATING EXPENSE TRANSFERS

Expense transfers are included in other operating income and amounted to €16.3 million in 2014 and €3.4 million in 2013. They chiefly include reclassifications of payroll expenses relating to the Perform 2015 Plan as non-recurring items, in line with the provision booked in 2013.

NOTE 17 Financial income and expense

In millions of euros	2014 Expenses	2014 Income	2014 Net	2013 Net
Other interest income and expenses	(1,466)	824	(642)	(979)
Interest on current accounts and amounts receivable from equity investments		43	43	52
Foreign exchange gains/(losses)	(717)	668	(49)	53
Dividends received		2,297	2,297	1,778
Movements in provisions for financial items	(130)	71	(59)	150
TOTAL	(2,313)	3,903	1,590	1,054

The decrease in other interest income and expenses mainly reflects debt restructuring transactions.

NOTE 18 Non-recurring items

In millions of euros	2014 Expenses	2014 Income	2014 Net	2013 Net
Disposals of property, plant and equipment and intangible assets	(11)	24	13	4
Disposals of financial fixed assets	(933)	889	(44)	(28)
Provision for price increases	0	54	54	3
Accelerated depreciation and amortization	(126)	127	1	111
Movements in provisions relating to equity investments	(121)	116	(5)	(299)
Other	(325)	103	(222)	(274)
TOTAL	(1,516)	1,313	(203)	(483)

Disposals of financial fixed assets chiefly concern the liquidity agreement (sale price of €863 million and net value of €838 million).

"Other" includes the proceeds from the debt restructuring carried out in connection with early redemptions of bonds and repurchase of irredeemable non-voting securities in an amount of €267 million.

NOTE 19 Tax position

Note 19 A. Tax consolidation

The current option to file consolidated tax returns initially elected by Gaz de France SA (now GDF SUEZ SA) in 2008 is automatically renewed every five years.

Note 19 B. Income tax

The income tax rate in 2014 was 38%. This includes the 3.3% social contribution as well as the exceptional 10.7% contribution to the extent these are applicable to an individual or group tax basis.

	2014			2013
In millions of euros‭‬	Income before tax	Income tax*	Net income/ (loss)	Income before tax	Income tax*	Net income/ ‭(‬loss‭)‬
Income tax due by GDF SUEZ SA for the period (excluding tax consolidation group) (1)		0(1)			0(1)
• o/w Tax on recurring income	236	0	236	378	0	378
• o/w Tax on non-recurring income	(203)	0	(203)	(483)	0	(483)
Income tax expense (income tax payable by subsidiaries/provision for transfer of tax savings to entities in the tax consolidation group) (2)		378(2)	378		768(2)	768
• o/w Income tax relating to subsidiaries within the tax consolidation group		368			441
• o/w Net change in provisions for income tax		128			408
• o/w Other		(118)			(81)
TOTAL	33	378	411	(105)	768	663

* A positive figure signifies tax income.

(1) In 2014 and 2013, GDF SUEZ SA generated a tax loss on an individual company level. Dividends received from equity investments are eligible for "parent/subsidiary" tax treatment and are therefore exempt. Tax on recurring income includes €4 million relating to the CICE tax credit. In 2013, the CICE tax credit amounted to €2.6 million. In 2014, this amount helped finance prospective R&D projects in accordance with the aims set by the law (nanotechnologies, Natural Gas program, Hydrogen "Power to gas", Smart Energy & Environnement and energy storage projects).

(2) The income tax benefit amounted to €378 million in 2014 versus an income tax benefit of €768 million in 2013, chiefly reflecting:

• savings resulting from tax consolidation (€368 million in 2014 versus €441 million in 2013), attributable to the difference between: - the tax credit relating to the tax consolidation group amounting to €14.3 million at December 31, 2014, compared to a current income tax charge of €3.7 million in 2013, and

• the €354 million contribution to Group income tax due to GDF SUEZ SA from subsidiaries reporting a profit (€445 million in 2013);

• a net reversal of €128 million from the income tax provision in 2014 compared to a reversal of €408 million in 2013, chiefly reflecting:

• €59 million in net additions in respect of the utilization of tax losses by consolidated subsidiaries of GDF SUEZ SA versus €213 million in net reversals in 2013,

• €104.5 million in net reversals from provisions relating to the excess amortization during the period of the amortizable component of the capital gain generated on the sale of gas distribution activities in 2007.

This amount takes into account the adjustment to the provision resulting from the exceptional 10.7% contribution for 2015,

• €82.9 million in net reversals from provisions set aside to cover the tax impact of recognizing the capital gain on the purchase of the transmission network in 2002 over a period of 14 years. This amount takes into account the adjustment to the provision resulting from the exceptional 10.7% contribution for 2015.

Note 19 C. Deferred tax

Future tax liabilities as shown in the table below result from temporary differences between the treatment of income and expenses for tax and accounting purposes.

The future tax rate applied takes into account the special 3.3% tax surcharge provided for by Article 235 ter ZC of the French Tax Code, less a deduction of €763,000.

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Deferred tax liabilities
• Unrecognized deductible expenses	530	390
• Untaxed income recognized	343	381
Deferred tax assets
• Temporary non-deductible expenses recognized	1,123	885
• Unrecognized taxable income	456	447
Net deferred tax base	706	560
• Impact of theoretical deferred tax at a rate of 34.43%	243	193

Note 19 D. Tax audit

In their tax deficiency notice dated September 22, 2008, the French fiscal years. The Cergy Pontoise Administrative Court adopted an tax authorities questioned the tax treatment of the non-recourse identical position for the amounts claimed by SUEZ in respect of the sale by SUEZ of a withholding tax (précompte) receivable in 2005 2002/2003 and 2004 fiscal years. GDF SUEZ appealed this decision for an amount of €995 million. On July 7, 2009, they informed and also intends to appeal the Paris Appeal Court's decision. GDF SUEZ SA that they maintained their position, which was At the same time, in November 2014 the European Commission

Regarding the dispute about the précompte itself – in respect of GDF SUEZ and several other French taxpayers against the which the receivable was sold – in 2014 the Paris Court of Appeal principles recommended by the Conseil d'État for calculating the followed the Conseil d'État's case law by recognizing that the amounts to be refunded. The Commission has asked the French précompte was incompatible with EU law in accordance with the State for clarification. CJEU's position. However, the court significantly reduced the amount awarded to SUEZ in respect of the 1999, 2000, and 2001

confirmed on December 7, 2011. formally recognized the validity of the arguments put forward by

NOTE 20 Off-balance sheet commitments (excluding employee benefit obligations)

Note 20 A. Financial commitments

The GDF SUEZ Group's Finance Division is responsible for These facilities are not subject to any covenants or credit rating managing all financial risks (interest rate, currency, liquidity and requirements.

• diversifying sources of financing between credit institutions and 2. Counterparty risk

Since 2008, GDF SUEZ SA is no longer responsible for the Group's corporations, individuals, public authorities). Customers cash pooling arrangements. Short-term cash requirements and representing a major counterparty for the Company are covered by cash surpluses for Europe are managed by dedicated financial procedures applicable to the financial activities described below, vehicles in France (GDF SUEZ Finance) and Luxembourg thereby providing broad-ranging oversight of the corresponding (GDF SUEZ Treasury Management). These vehicles centralize counterparty risk.

The Group seeks to diversify its long-term sources of financing by objective market data (credit default swaps, market capitalization) carrying out public or private bond issues within the scope of its and financial structure, and (ii) risk exposure limits. GDF SUEZ SA Euro Medium Term Notes program. It also issues commercial paper also draws on a structured legal framework based on master

chiefly by GDF SUEZ SA in connection with the Group's new bond The oversight procedure for managing counterparty risk arising from financing activities is managed by a middle office that operates issues, and in connection with commercial paper.

independently of the Group's Treasury department and reports to As commercial paper is relatively inexpensive and highly liquid, it is the Finance Division. used by the Group in a cyclical or structural fashion to finance its 3. Interest rate risk short-term cash requirements. However, outstanding commercial

GDF SUEZ SA has credit facilities with various banks under which 2014, GDF SUEZ had drawn €600 million on these facilities. change significantly.

credit risks). GDF SUEZ SA also has access to short-term debt markets through short-term debt issues: US commercial paper for USD 1. Liquidity risk 4,500 million (of which USD 1,808 million had been drawn at The Group's financing policy is based on: end-2014), and euro commercial paper for €5,000 million (of which €3,780 million had been drawn at end-2014). centralizing external financing;

capital markets; GDF SUEZ SA is exposed to counterparty risk arising on its achieving a balanced debt repayment profile. operating and financing activities.

The centralization of financing needs and cash flow surpluses for the To manage counterparty risk arising on operating activities, the Group is provided by its financing vehicles (long-term and Group has put in place monitoring procedures adapted to the short-term) and its cash pooling vehicles. characteristics of the counterparties concerned (private

virtually all of the cash requirements and surpluses of companies For its financing activities, GDF SUEZ SA has put in place controlled by the Group, ensuring that counterparty risk and procedures for managing and monitoring risk based on (i) the investment strategies are managed consistently. accreditation of counterparties according to external credit ratings, in France as well as in the United States. agreements (including netting clauses) and collateralization Since the merger, long-term capital markets have been accessed contracts (margin calls) to reduce its exposure to counterparty risk.

paper is backed by confirmed bank lines of credit so that the Group Based on its net debt position, GDF SUEZ SA has adopted a policy could continue to finance its activities if access to this financing for optimizing borrowing costs using a combination of financial source were to dry up. instruments (interest swaps and options) according to market The Group's liquidity is based on maintaining cash and cash conditions.

equivalents and access to confirmed credit facilities. GDF SUEZ SA GDF SUEZ SA takes care to ensure that the difference between its can therefore access facilities readily convertible into cash, enabling floating-rate debt and its cash surpluses invested at a floating rate it to meet its cash requirements in the ordinary course of business has a low degree of exposure to adverse changes in short-term or to serve as a bridge to finance external growth operations. interest rates.

Positions are managed centrally and are reviewed each quarter or €12,285 million remains undrawn. These facilities include two whenever any new financing is raised. Management must approve syndicated credit lines, respectively for €4,500 million and €5,000 million, maturing in March 2018 and April 2019. At December 31, in advance any transaction that causes the interest rate mix to

	Notional amount Dec. 31, 2014
In millions of euros	Due in 1 year or less	Due in 1 to 5 years	Due in 6 to 10 years	Due after 10 years	Total	Fair value	Notional amount Dec 31, 2013
INTEREST RATE SWAP
Fixed-rate borrower/floating-rate lender	500	4,665	3,097	660	8,922	(1,245)	15,243
Floating-rate borrower/fixed-rate lender	2,437	5,065	4,679	1,055	13,236	1,543	11,517
SALE OF SWAPTION
Fixed-rate borrower/floating-rate lender	-	-	-	-	-	-	581
PURCHASE OF CAP
Fixed-rate borrower/floating-rate lender	-	-	1,000	-	1,000	1	1,000
PURCHASE OF FRA
Fixed-rate borrower/floating-rate lender	1,699	-	-	-	1,699	-	7,075
TOTAL EUR	4,636	9,730	8,776	1,715	24,857	299	35,416
INTEREST RATE SWAP
Fixed-rate borrower/floating-rate lender	-	303	-	-	303	(11)	507
TOTAL NOK	-	303	-	-	303	(11)	507
INTEREST RATE SWAP
Fixed-rate borrower/floating-rate lender	-	452	696	-	1,148	(32)	1,011
TOTAL USD	-	452	696	-	1,148	(32)	1,011
INTEREST RATE SWAP
Fixed-rate borrower/floating-rate lender	-	-	-	-	-	-	-
Floating-rate borrower/fixed-rate lender	-	-	-	-	-	-	-
TOTAL CAD	-	-	-	-	-	-	-
TOTAL	4,636	10,485	9,472	1,715	26,308	256	36,934

In millions of euros	Due in 1 year or less	Due in 1 to 5 years	Due in 6 to 10 years	Due after 10 years	Total	Fair value	Notional amount Dec. 31, 2013
CURRENCY SWAP
Fixed-rate borrower/fixed-rate lender	-	-	746	2,476	3,222	(38)	2,759
Fixed-rate borrower/floating-rate lender	514	514	-	-	1,028	28	960
TOTAL GBP	514	514	746	2,476	4,250	(10)	3,719
CURRENCY SWAP
Floating-rate borrower/fixed-rate lender	-	-	1,579	-	1,579	(50)	622
Floating-rate borrower/floating-rate lender	-	-	-	-	-	-	124
TOTAL JPY	-	-	1,579	-	1,579	(50)	746
CURRENCY SWAP
Fixed-rate borrower/fixed-rate lender	-	204	-	-	204	(4)	244
Floating-rate borrower/fixed-rate lender	-	-	309	-	309	18	366
TOTAL CHF	-	204	309	-	513	14	610
CURRENCY SWAP
Fixed-rate borrower/fixed-rate lender	-	478	-	32	510	19	580
Floating-rate borrower/fixed-rate lender	-	-	477	-	477	27	544
TOTAL USD	-	478	477	32	987	46	1,124
CURRENCY SWAP
Fixed-rate borrower/fixed-rate lender	-	-	7	-	7	(11)	60
TOTAL NOK	-	-	7	-	7	(11)	60
CURRENCY SWAP
Floating-rate borrower/floating-rate lender	-	-	-	-	-	(2)	-
TOTAL MXN	-	-	-	-	-	(2)	-
TOTAL	514	1,196	3,118	2,508	7,336	(13)	6,259

Interest rate hedges in force at December 31, 2014 are described several gas purchase and sale contracts are indexed to the price of below: oil derivatives, mostly listed in US dollars.

• than six months) to hedge the interest rate risk on its short-term and monitored as follows: cash management transactions (commercial paper issues). These pass-through mechanisms are applied in determining sale prices are floating-rate borrower (Eonia)/fixed-rate lender swaps with a for eligible customers, and regulated rates; notional amount of €2,437 million at December 31, 2014;
• the margin on fixed-price sale contracts or contracts indexed by GDF SUEZ SA uses floating-rate borrower swaps when it is financial swaps is hedged. issuing bonds unless management decides otherwise. Interest There is a time lag between the impact of fluctuations in the US rate risk is subsequently managed centrally through the use of
• inventory stocking/run-down cycle. As part of the Group's interest rate risk management policy, in million, respectively; hedge its gas purchases and its financing activities.

translation adjustments on deposits and loans or other future GDF SUEZ SA is exposed to currency risk chiefly on commercial operations. transactions involving the purchase and sale of natural gas, since

GDF SUEZ SA entered into short-term swaps (maturing in less The exposure to currency risk on these transactions is managed

-

interest rate swaps and options with due reference to market dollar on procurement costs and their repercussion onto sales conditions; prices, reflecting mainly the effect of rolling averages and the

2009 GDF SUEZ SA set up macro-hedges fixing the interest rate To manage its exposure to fluctuations in exchange rates, on the Group's USD and NOK debt, for €1,071 million and €303 GDF SUEZ SA uses forward currency purchase or sale contracts to

To protect the budget set aside to cover the cost of net debt for To limit the impact of translation risk on certain amounts receivable 2013 and 2014, the Group entered into Forward Rate from equity investments and on future foreign currency purchases, Agreements (FRAs). FRAs fix the cost of net debt without allowing and to hedge the net asset risk arising on consolidation, GDF SUEZ the Group to benefit from any fall in interest rates. SA has taken new positions or reinforced existing positions in 4. Currency risk forward currency transactions that allow it to cancel out or minimize

At December 31, 2014, commitments under these contracts were as follows:

		Fixed portion of commitments Dec. 31, 2014
		Maturity
In millions of euros Forward contracts	2015	2016	2017 and beyond	equivalent Dec. 31, 2014	Euro Exchange rate fluctuations Dec. 31, 2014	Fixed portion of commitments Dec. 31, 2013
Long positions
AUD	3	-	-	3	-	5
CHF	-	-	-	-	-	-
EUR	145	95	10	224	(26)	-
GBP	1,101	8	-	1,109	-	40
NOK	983	-	-	984	1	336
MXN	53	-	-	53	-	28
JPY	-	-	-	-	-	-
RON	120	-	-	120	-	-
USD	2,970	255	10	3,313	78	2,206
CZK	29	-	-	29	-	-
Short positions
AUD	3	-	-	3	-	5
CHF	588	-	-	619	31	268
EUR	131	85	8	250	26	-
GBP	3,125	-	-	3,125	-	415
HUF	134	-	-	136	2	107
MXN	106	-	-	111	5	57
NOK	984	-	-	983	(1)	418
RON	120	-	-	122	2	77
USD	859	94	11	938	(26)	690

CZK 3 - - 3 - -

5. OTHER FINANCIAL COMMITMENTS GIVEN

		Maturity
In millions of euros	Total Dec. 31, 2014	End-2015	Between 2016 and 2019	2020 and beyond
MARKET-RELATED COMMITMENTS
Performance and other guarantees	1,866	1,416	313	137
Performance and other guarantees given on behalf of subsidiaries	3,581	795	191	2,595
FINANCING COMMITMENTS
Personal sureties given	1,988	31	957	1,000
Guarantees and endorsements given to subsidiaries	4,579	652	1,026	2,901
Collateral given	-	-	-	-
Credit lines	258	193	-	65
OTHER COMMITMENTS GIVEN
Contractual guarantees for sales of businesses	4,397	346	590	3,461
Operating lease commitments	388	62	247	79
Finance lease commitments	7	4	3	-
Commitments relating to LNG tankers	423	57	212	154

- commitments received. debt issued and commitments given by GIE GDF SUEZ Alliance to members of the economic interest group (groupement d'intérêt Finance lease commitments are detailed in Note 3. économique – GIE), excluding GDF SUEZ SA. GDF SUEZ SA has Commitments relating to LNG tankers for €423 million concern stood surety for each member in the event they receive a call for freight contracts. funds above and beyond their share in the GIE. Each member's commitments received; and and completion guarantees:

Guarantees and endorsements to subsidiaries totaling €4,579 Company), banks and investors. These guarantees cover all million correspond to payment guarantees granted by GDF SUEZ payment obligations, notably for outstanding rent (€92 million)

lines granted to GDF SUEZ SA subsidiaries. A total of €125 million Holding following the sale of Nalco (Leo Holding was acquired by had been drawn on these credit lines at December 31, 2014 out of GDF SUEZ Energy North America from SUEZ Environnement an initial amount of €383 million euros, with a total of €258 million North America and GDF SUEZ guaranteed its subsidiary for any

• Nalco (US water business), for which GDF SUEZ SA is Nalco's new parent company;
• GDF SUEZ Exploration & Production (EPI), following the sale of GDF SUEZ SA for the same amounts. These contracts relate to:
• EFOG (North Sea oil fields), for which GDF SUEZ acts as Since Swire Pacific sold its interest in its joint subsidiary in guarantor towards Elf Exploration UK Limited further to the December 2009 to SUEZ Environnement – which now owns December 2011 sale of its 22.5% interest. The guarantee is valid the entire share capital of the venture – these guarantees for a seven-year period for tax disputes and for a two-year period were reissued by GDF SUEZ SA. However, if a guarantee is

Operating lease commitments totaling €388 million relate to the was under joint control, Swire has pledged an indemnity ensuring that ultimate responsibility is split 50-50 between present value of lease payments outstanding through to maturity of the two groups; the property leases within the scope of GDF SUEZ SA's operations. As certain property lease expenses are rebilled to Group

Personal sureties totaling €1,988 million relate mainly to: subsidiaries, the corresponding commitments are shown in

responsibility for the payment of its share is recorded in Other commitments have been given in respect of performance

• payment guarantees granted to counterparties of GDF SUEZ SA. to Naperville Property Trust (acting on behalf of NCC Solar under the lease agreement for the premises occupied by Nalco, SA to third parties on behalf of its subsidiaries. an entity based in Naperville which was sold in 2003 and whose Commitments given with regard to credit lines relate mainly to credit head office is still in Naperville. The lease was taken over by Léo still available. related consequences). GDF SUEZ SA received an equivalent counter-guarantee from Ondeo Nalco, which remains liable to the ⁶ Contractual guarantees for sales of businesses totaling €4,397 Group and the lessor for all obligations under the lease. million relate mainly to commitments given on the disposals of: GDF SUEZ was also granted a guarantee from Ecolab Inc.,
  • counter-guarantor until 2015 in the event of default by the sellers, to the Hong Kong authorities, in respect of contracts awarded to Léo Holding and Nalco International SAS; Sita (now SUEZ Environnement), which counter-guaranteed
  • the 30% minority interest to CIC in 2011, for an amount of up to the operation of the Nent landfill in partnership with the €2,595 million expiring in 2026; Newworld and Guandong groups,
  • 10% of train 1 of the Atlantic LNG facility in Trinidad and Tobago, the operation of various landfill sites, including Went, NWNT for an amount of up to €700 million expiring in 2026; and Pillar Point, initially in partnership with Swire Pacific Ltd. for all other disputes, up to a maximum amount of €590 million. called in respect of the period during which the subsidiary
• group of construction companies; accordance with the practices of the sector;
• comprising two GDF SUEZ SA subsidiaries, Vinci subsidiary Lyonnaise des Eaux. There are some 182 such contracts;
• 1. OTHER FINANCIAL COMMITMENTS RECEIVED
• to two Scottish companies, Ayr Environmental Services and in Exploration-Production activities, it is customary for the parent Caledonian Environmental Services, for contracts for the company to provide local authorities with unlimited guarantees construction of wastewater purification and sludge treatment covering the obligations and environmental risks of subsidiaries plants awarded to the Degrémont SA/AMEC Capital Projects Ltd. and GDF SUEZ SA has provided numerous such guarantees in
• to the Lord Mayor, Aldermen and Burgesses of Cork, in respect as part of the spin-off of water and wastewater activities in 2000, of a contract for the construction and operation of the Cork City a performance guarantee was granted by GDF SUEZ SA in the wastewater purification plant awarded to a consortium context of its transfer of local public service franchise contracts to
• Dumez GTM, PJ Hegarty & Sons and Electrical & Pump Services. following Société d'Infrastructures Gazières (SIG) July 2011 Each consortium member and Vinci agreed to counter-guarantee acquisition of a 25% stake in GRTgaz, GDF SUEZ SA agreed to GDF SUEZ SA; stand as guarantor for a period of 20 years and in proportion to in 2008, SUEZ Environnement undertook to counter-guarantee all its shareholding, against all losses incurred due to inaccurate of the guarantees given by GDF SUEZ SA (formerly SUEZ SA) for representations regarding the non-pollution of the land owned or the Environment business that it had not yet counter-guaranteed; exploited by GRTgaz and the cost of the resulting clean-up work payable by GRTgaz not covered by the tariffs.

		Maturity
In millions of euros	Total Dec. 31, 2014	End-2015	2019	2020 and beyond
MARKET-RELATED COMMITMENTS
Guarantees received	-	-	-	-
FINANCING COMMITMENTS
Undrawn credit facilities	11,685	700	10,985	-
Other financing commitments received	-	-	-	-
Other financing commitments received in relation to subsidiaries	-	-	-	-
OTHER COMMITMENTS RECEIVED
Counter-guarantees for personal sureties	1,941	30	911	1,000
Counter-guarantees for trading commitments	-	-	-	-
Operating lease commitments	181	54	114	13
Finance lease commitments	7	4	3	-
Commitments relating to LNG tankers	423	57	212	154

GDF SUEZ SA has negotiated two revolving lines of credit: (i) a €4.5 out of the syndicate on an individual basis in the event of a change billion line secured in May 2005 whose maturity has been extended in the Company's controlling shareholder. from 2012 to March 2018, and (ii) a €5 billion line secured in Counter-guarantees given on personal sureties concern guarantees

7. Securities commitments

In December 2012, SOPER (formerly a shareholder in Compagnie 5% of its interest (or 2.158% of the share capital), i.e., 3,992 shares Du Vent) partially exercised its put option in an amount equivalent to at an exercise price of €1,162 per share, or €4.6 million.

April 2014 and maturing in 2019. The lending banks are able to opt received from members of GIE GDF SUEZ Alliance.

Note 20 B. Commodity-related commitments

Gas supplies in Europe are based primarily on long-term TWh under forward electricity sale contracts. As part of its CO2 "take-or-pay" contracts. These long-term commitments make it brokerage activities, GDF SUEZ SA has also entered into the same possible to finance costly production and transmission volume of purchases of CO2 emissions allowances for 94,365 metric infrastructures. Under these contracts, the seller makes a long-term tons of CO2. commitment to serve the buyer, subject to a commitment by the latter to buy minimum quantities regardless of whether or not it 2. Commodity derivatives takes delivery of them. These commitments are combined with Commodity derivatives (natural gas, oil and electricity) consist mainly backup measures (force majeure) and flexible volume arrangements, of swaps, futures and options set up to manage price risk within the making it possible to manage any uncertainties (primarily weather scope of the trading activities of GDF SUEZ SA. These instruments conditions) affecting demand as well as any technical contingencies are traded with third parties by the Company's specialized that may arise. subsidiary, GDF SUEZ Trading.

These types of contracts can run up to 25 years and are used by These derivatives are contracted to manage risks arising on: GDF SUEZ SA to meet the demands of its customers for natural

The contracts provide for reciprocal commitments regarding electricity price risk. These products are primarily intended to

• GDF SUEZ SA purchases are pegged. Options (calls and puts) a commitment by suppliers to provide these quantities at are set up to guarantee maximum and minimum prices; competitive prices.

At December 31, 2014, GDF SUEZ SA had commitments to market. purchase a minimum of 485 terawatt hours (TWh) within one year, The exposure to commodity price risk on these commercial 2,133 TWh between two and five years, and 3,087 TWh after five transactions is managed and monitored as follows:

GDF SUEZ SA also entered into forward purchases and sales of prices for eligible customers, and (ii) regulated rates; natural gas, primarily at maturities of less than one year, as part of the margin on fixed-price sale contracts or contracts indexed by its trading activities. These consist of purchases and sales on financial swaps is hedged.

At December 31, 2014, commitments given by GDF SUEZ SA prices, reflecting mainly the effect of rolling averages and the totaled 15 TWh under forward purchase contracts and 100 TWh inventory stocking/run-down cycle. 6 under forward sale contracts.

To meet its commitments to take delivery of specified volumes, GDF SUEZ SA has entered into long-term contracts to reserve land and sea transmission capacities.

1. Natural gas and electricity commitments At December 31, 2014, commitments given by GDF SUEZ SA totaled 40 TWh under forward electricity purchase contracts and 16

2. price engineering transactions designed to meet the growing gas in the medium and long term. demand among customers for tight controls on gas and specified quantities of gas: guarantee a commercial margin regardless of trends in the commodity indexes included in the prices offered to customers, a commitment by GDF SUEZ SA to purchase quantities of gas even when they differ from the commodity indexes to which above a minimum threshold;

3. measures taken to optimize procurement costs. Energy The appeal of these contracts is provided by indexed price formulas procurement costs, assets used in electricity production and and price adjustment mechanisms. GDF SUEZ SA makes the bulk reservations of available transmission and storage capacity not of its purchases under such contracts. required to supply customers are systematically valued on the

4. years. pass-through mechanisms are applied in determining (i) sale
   -

short-term markets and offers featuring engineered prices for other There is a time lag between the impact of changes in commodity operators. prices on procurement costs and their repercussion onto sales

In millions of In GWh by maturity euros Fair value Notional amount Dec. 31, 2014 Dec. 31, 2013 1 year < x < 2 In millions x < 1 year years x > 2 years of euros In GWh Swaps (long positions) Natural gas 399,994 97,061 17,564 8,966,129 (1,434,844) 237,767 Oil-based products 167,338 58,715 6,406 6,863,461 (769,747) 213,135 CER EUA– CO2 - - - - - - Swaps (short positions) Natural gas (295,942) (101,105) (8,948) (10,523,028) 1,585,741 (222,970) Oil-based products‭‬ (171,840) (17,597) (3,121) (6,567,987) 718,166 (109,790) Electricity - - - - - - CER EUA– CO2 - - - - - - Options (long positions) Natural gas - - - - - - Oil-based products‭‬ - - - - - - Electricity - - - - - - Options (short positions) Natural gas - - - - - - Oil-based products‭‬ - - - - - - Electricity - - - - - - Forwards (long positions) Natural gas 10,567 4,016 858 175,086 (25,141) - Oil-based products‭‬ - - - - - - Electricity 16 - - 1 - 38 CO2 - - - - - - Forwards (short positions) Natural gas (21,125) (3,810) - (481,020) 52,130 - Oil-based products‭‬ - - - - - - Electricity (310) (354) (175) (40) 3 (1,677) CO2 - - - - - -		Notional amount Dec. 31, 2014

Planning Law No. 2005-781 of July 13, 2005 laying down the key June 30, 2009. areas of French energy policy introduced energy savings certificates National energy savings targets for the second three-year period as from July 1, 2006. This system requires suppliers of energy to from January 1, 2011 to December 31, 2013 were fixed at 345 TWh meet certain energy savings targets imposed by public authorities for the three years. Decree No. 2010-1663 of December 29, 2010 over a given period. Energy suppliers are free to decide the way in sets out the new bases for calculating and allocating national energy which they discharge these obligations. savings targets between different enterprises.

Note 20 C. Energy savings certificates GDF SUEZ SA successfully discharged its energy savings obligations for the first three-year period from July 1, 2006 to

This second period was extended until the end of 2014.

However, each energy supplier's annual target remains unchanged, and is determined based on its sales and an energy proportionality coefficient:

Energy	Target-based coefficient
Electricity	0.168 kWh cumac*/kWh sold
Natural gas	0.095 kWh cumac*/kWh sold

*cumac: updated cumulative kilowatt-hours (kWh).

contract tariff increases by preventing the application of tariff period will be published in a March 2015 decree, once the definitive indexation clauses in the event of a loss in value of the Argentine list of energy suppliers subject to these targets is known (as from peso against the US dollar. February 15, 2015).

distribution concession operators in Buenos Aires and Santa Fe, for allocating national energy savings target for the third period launched two arbitration proceedings against the Argentinean State, running from January 1, 2015 to December 31, 2017. National in its capacity as concession grantor, before the ICSID. The purpose energy savings targets will be set at 700 TWh cumac, a sharp rise of these proceedings is to enforce concession contract clauses in on the previous three-year period. This should allow France to meet accordance with the Franco Argentine Bilateral Investment its energy savings commitments.

To ensure a consistent approach, insurance policies are managed concession contracts before the local administrative courts. 6

of 20% of these liabilities(2) As a reminder, prior to the merger of SUEZ and Gaz de France and (upon confirmation), and a second the stock market listing of SUEZ Environnement Company, SUEZ payment of 20% in the event that compensation is obtained from and SUEZ Environnement entered into an agreement providing for the Argentinean State. As controlling shareholders, GDF SUEZ SA the economic transfer to SUEZ Environnement of the rights and and Agbar decided to financially support Aguas Argentinas in obligations relating to the ownership interest held by SUEZ in AASA making this initial payment and paid sums of USD 6.1 million and and APSF. USD 3.8 million respectively, at the time of confirmation.

(1) Similar to the French bankruptcy procedure.

(2) Approximately USD 40 million.

In Argentina, the Public Emergency and Exchange Regime Reform Act (Emergency Act), enacted in January 2002, froze concession The final targets for individual energy suppliers for the 2011-2014

In 2003, SUEZ (now GDF SUEZ) and its joint shareholders, water Decree No. 2014-1668 of December 29, 2014 sets the new bases Protection Treaties.

These ICSID arbitration proceedings aim to obtain compensation for Note 20 D. Insurance of eligible risks the loss in value of investments made since the start of the concession, as a consequence of measures taken by the GDF SUEZ SA systematically transfers all material risks based on an Argentinean State following the adoption of the above-mentioned identification of risks eligible for insurance – particularly relating to Emergency Act. The hearings for both proceedings took place in Company assets and damages caused to third parties. Insurance 2007. Alongside the ICSID proceedings, the concession operators policies offer extensive coverage in order to limit the financial impact Aguas Argentinas (AASA) and Aguas Provinciales de Santa Fe of any claims on the Group's accounts. (APSF) were forced to launch proceedings to terminate their

at Group level. As a result, new projects developed by subsidiaries However, due to a decline in the financial position of the can be incorporated within existing policies to enable the parent concession-holding companies since the Emergency Act, APSF company to fully assume its role for its majority-owned subsidiaries. announced at its Shareholders' Meeting of January 13, 2006 that it was filing for bankruptcy.

Note 20 E. Legal and arbitration At the same time, AASA filed for "Concurso Preventivo(1)";. As part of this procedure, a settlement proposal involving the novation of proceedings AASA's admissible liabilities, approved by creditors and confirmed by the bankruptcy court on April 11, 2008 enabled the settlement of 1. Argentina some of these liabilities. The proposal provides for an initial payment By two decisions dated July 30, 2010, ICSID recognized the liability 4. Compagnie du Vent

A first independent report regarding the Buenos Aires concession Officer of Compagnie du Vent. GDF SUEZ currently holds a 59% was submitted to the ICSID in September 2013, followed by the stake in La Compagnie du Vent.

On July 10, 2007, three shareholders, Deminor and two other November 3, 2011 finally appointed a new Chief Executive, who funds, initiated proceedings before the Brussels Court of Appeal was put forward by GDF SUEZ.

Following the appeal brought by Deminor and others on May 22, non-material harm suffered by La Compagnie du Vent as a result of 2009, the Court of Cassation overturned the ruling of the Brussels the undue use of minority influence through a payment of €500,000, Court of Appeal on June 27, 2011. In a subpoena dated (ii) the legal proceedings relating to contractual responsibility and December 28, 2012, Deminor and others launched proceedings negligence launched against GDF SUEZ by Jean-Michel Germa, at against GDF SUEZ before the Brussels Court of Appeal, sitting in a the time when the latter was dismissed as Chairman and Chief different formation, in order for the Court to rule on their claim for Executive Officer of La Compagnie du Vent, before the Paris

The trial stage of the proceedings ended on October 15, 2014 and launched against GDF SUEZ, La Compagnie du Vent and the

legal review of certain management decisions, in order to obtain Brussels Court of Appeal by Messrs. Geenen and others, but compensation, (iv) the proceedings launched by SOPER before the without naming Electrabel and the FSMA (Autorité belge des Paris Commercial Court on January 18, 2013, with a view to services et marchés financiers, formerly the Commission bancaire, ordering GDF SUEZ to pay compensation of around €214 million to financière et des assurances) as defendants, was dismissed on SOPER as a result of the alleged breach of the agreement and of December 24, 2009 on procedural grounds. Mr Geenen lodged an the partners' agreement signed in 2007, and (v) the proceedings appeal before the Court of Cassation against the ruling of launched by SOPER before the Paris Commercial Court on May 16, December 24, 2009 on June 2, 2010. The Court of Cassation

met to exercise these warrants. Legal proceedings regarding Decree No. 2013-400 of

In July 2013, ANODE launched an appeal with the Conseil d'État following the contractually agreed procedure. These shares were requesting the annulment of Decree No. 2013-400 of May 16, 2013 transferred on February 18, 2013. On April 26, 2013, SOPER amending Decree No. 2009-1603 of December 18, 2009 relating to brought another action before the Paris Commercial Court seeking

ANODE (Association Nationale des Opérateurs Défaillants en expert to set the price of the shares. The case has been brought Énergie) contends that the regulated natural gas tariff framework is before the Créteil Commercial Court. inconsistent with the objectives of Directive 2009/73/EC concerning common rules for the internal market in natural gas, and Article 106.1 of the Treaty on the Functioning of the European Union. On December 15, 2014, the Conseil d'État ordered a stay of proceedings pending the Court of Justice of the European Union's preliminary ruling on these matters.

of the Argentinean State in the termination of water distribution and On November 27, 2007, GDF SUEZ acquired a 56.84% stake in La treatment concession contracts in Buenos Aires and Santa Fe. The Compagnie du Vent, with the original owner SOPER retaining a amount of damages to be paid in compensation for the losses 43.16% stake. The founder of the company (and owner of SOPER), sustained is to be set by experts. Jean-Michel Germa, remained the Chairman and Chief Executive

independent expert's report on the Santa Fe concession in Since 2011, GDF SUEZ has been involved in various disputes with April 2014. A series of hearings took place between the end of July Jean-Michel Germa and SOPER regarding Mr Germa's dismissal as and early August 2014. The proceedings are currently ongoing. Chairman and Chief Executive Officer. Following the cancellation of 2. Squeeze-out bid for Electrabel shares La Compagnie du Vent's first General Meeting on May 27, 2011 by the Montpellier Appeal Court, a second General Meeting on

against SUEZ and Electrabel under which they sought additional However, the main proceedings still pending are: (i) the legal consideration following the squeeze-out bid launched by SUEZ in proceedings launched against SOPER by La Compagnie du Vent June 2007 on Electrabel shares that it did not already own. The before the Montpellier Commercial Court on August 23, 2011, Court of Appeal dismissed the application on December 1, 2008. which were aimed at ordering the latter to make good the additional consideration. Commercial Court on February 15, 2012, (iii) the proceedings the deliberations have commenced. current Chairman and Chief Executive by SOPER before the Montpellier Commercial Court on May 21, 2012, which request a A similar demand for additional consideration, submitted to the 2013 with the aim that GDF SUEZ be forbidden from exercising the delivered a ruling overturning the ruling of the Brussels Court of share subscription warrants under the terms and conditions set out Appeal on May 3, 2012. in the partners' agreement, claiming that GDF SUEZ prevented La 3. Freeze of regulated natural gas tariffs in France Compagnie du Vent from attaining the performance targets to be

May 16, 2013 amending Decree No. 2009-1603 of Regarding the put option on the 5% interest in La Compagnie du December 18, 2009 relating to regulated natural gas tariffs Vent held by SOPER, the price of the shares was set by an expert regulated natural gas tariffs. the cancellation of the expert's report and the appointment of a new

January 27 and January 30,2014. GDF SUEZ buys natural gas from Total Energie Gaz (TEGAZ), a subsidiary of the Total Group, under an agreement entered into on The award, which was delivered on May 13,2014, dismissed all of October 17,2004 (the "Agreement"), and asked for a review of the TEGAZ's claims regarding the interpretation of the Agreement, contractual price with effect from May 1,2011. As the negociations particularly those concerning the provisions pertaining to the review with TEGAZ were not successful, GDF SUEZ submitted the dispute of the contractual price. involving the review of the contractual price to a panel of experts, in The expertise proceedings in the dispute regarding the review of the March 2012, in accordance with the Agreement. On June 5, 2012, contractual price have resumed. On February 7,2015, the panel of TEGAZ gave notice of a dispute regarding the interpretation of experts gave a first favorable response to the Group's request to certain clauses in the aforementioned Agreement, which was the review the contract price of natural gas purchased from May 1, subject of arbitration proceedings, in accordance with the 2011 to October 31,2014 under the natural gas supply agrrement

After the parties exchanged their pleadings, the hearings regarding price review addressed by the Group was justified and determined a the interpretation of certain provisions of the purchase agrrement new contractual pricing formula, therefore granting a price decrease

6. Competition and industry concentration

On May 22, 2008, the European Commission announced its The hearing concerning the interim protective measures was held decision to initiate formal proceedings against Gaz de France for a on July 9, 2014 and the competition authority rendered a decision suspected breach of EU rules pertaining to abuse of dominant on September 9, 2014. position and restrictive business practices. The proceedings relate As a protective interim measure and pending a decision on the to a combination of long-term transport capacity reservation and a merits, the authority ordered GDF SUEZ to grant upon request and network of import agreements, as well as potential underinvestment at its own cost, to companies in possession of a ministerial

On June 22, 2009, the Commission sent GDF SUEZ, GRTgaz and regarding customers subject to regulated natural gas tariffs in ELENGY a preliminary assessment in which it alleged that objective, transparent and non-discriminatory conditions. GDF SUEZ might have abused its dominant position in the gas In the event that this order is not fulfilled by the specified date, sector by foreclosing access to gas import capacity in France. On GDF SUEZ will be required to suspend all commercialization of its June 24, 2009, GDF SUEZ, GRTgaz and ELENGY offered natural gas market offerings.

These commitments were submitted to a market test on July 9, rendered a decision on October 31, 2014. The Court of Appeal 2009, following which the Commission informed GDF SUEZ, upheld the competition authority's decision, but amended the GRTgaz and ELENGY of how third parties had responded. On following points: the date for access to the required information has October 21, 2009, GDF SUEZ, GRTgaz and ELENGY filed amended been deferred to November 13, 2014 for non-residential customers commitments aimed at facilitating access to and competition on the and to January 15, 2015 for residential customers; the professionals French natural gas market. On December 3, 2009, the Commission acting as contact person for a non-residential customer were adopted a decision that rendered these commitments legally informed before the information was disclosed and had five days to binding. This decision by the Commission put an end to the oppose the disclosure. The wording of the letter required to be sent proceedings initiated in May 2008. GDF SUEZ, GRTgaz and to residential customers was changed slightly so as not to prejudge ⁶ ELENGY are continuing to fulfill the commitments under the the decision on the merits. supervision of a trustee (Advolis) approved by the European GDF SUEZ has appealed the decision handed down by the Court of Commission.

On April 15, 2014, Direct Energie lodged a complaint with the by the authorities in order to comply with the requirements of the decision and, therefore, provides access to the information in the competition authorities against GDF SUEZ for alleged abuse of a dominant position on the gas and electricity supply markets, as well files concerned to alternative suppliers at their request. as a request for protective interim measures.

1. Total Energie Gaz (the "Agreement") took place at the arbitration court between

regulations of the French Arbitration Association (AFA). with TEGAZ. The panel of experts confirmed that the request for to the Group.

in transport and import infrastructure capacity. authorization to provide natural gas, access to certain information

commitments in response to the preliminary assessment, while GDF SUEZ appealed this decision on September 19, 2014. The expressing their disagreement with the conclusions it contained. hearing was held on October 9, 2014 and the Paris Court of Appeal

Appeal.

1. Gas and electricity supply markets in France GDF SUEZ is currently implementing the interim measures imposed

NOTE 21 Pensions and other employee benefit obligations

OVERVIEW OF OBLIGATIONS

In millions of euros	Dec. 31, 2014(1)	Dec. 31, 2013
PENSIONS	2,517	2,071
• EGI sector plan	2,213	1,772
• Other plans	304	299
OTHER RETIREMENT AND POST-EMPLOYMENT BENEFITS	536	414
• Reduced energy and water prices	384	283
• End-of-career indemnities	59	52
• Immediate bereavement benefits	54	41
• Other*	39	38
OTHER EMPLOYEE BENEFIT OBLIGATIONS	102	89
• Disability benefits and other	94	82
• Long-service awards	8	7
TOTAL	3,155	2,574

* Indemnities for the partial reimbursement of educational expenses, exceptional end-of-career vacation and the former SUEZ supplementary healthcare plan. (1) Including €126 million covered by a provision in the parent company financial statements (see Note 21D).

Actuarial assumptions

The actuarial assumptions were determined together with independent actuaries. Weighted discount rates for the main actuarial assumptions are presented below:

	Pensions		Other post-employmentbenefit obligations		Long-term benefit obligations		Total benefit obligations
	2014	2013	2014	2013	2014	2013	2014	2013
Discount rate	2.05%	3.61%	2.18%	3.76%	1.76%	3.32%	2.08%	3.64%
Inflation rate	1.75%	2.00%	1.77%	2.00%	1.71%	2.00%	1.76%	2.00%
Average remaining working years of participating employees	16 years	15 years	16 years	15 years	16 years	16 years	16 years	15 years

According to the Group's estimates, a 1% increase or decrease in the discount rate would result in a change of 15% in the projected benefit obligation.

A fall in discount rates would increase the obligation by €622 million.

Note 21 A. Pensions

The main defined-benefit plans operated by GDF SUEZ SA Pension plan for electricity and gas utilities

• GDF SUEZ SA: security and budget.

  - the 1953 supplementary pension plan, closed since Salaried employees and retirees of EGI sector companies have been

  • by all water companies (annuity plans based on cannot amend any of these conditions.

comprise: Since January 1, 2005, the Caisse Nationale des Industries pensions falling within the scope of the special plan for Électriques et Gazières (CNIEG) has operated the pension, disability, companies belonging to the electricity and gas industries sector life, occupational accident and occupational illness benefit plans for ("EGI"); EGI sector companies. The CNIEG is a private welfare body placed pension plans taken over following the merger of SUEZ SA into under the joint responsibility of the ministries in charge of social

December 31, 1988, fully affiliated to the CNIEG since January 1, 2005. The conditions - plans operated by the former Compagnie de SUEZ (annuity for calculating benefit entitlement under the EGI plan are set out in plans based on end-of-career salaries), the national statute for EGI sector employees (decree of June 22, - supplementary pension plans for senior managers operated 1946) and determined by the government. By law, companies

end-of-career salaries). The reform of the funding for the special EGI pension scheme introduced by Act No. 2004-803 of August 9, 2004 and its implementing decrees allocated specific benefits (pension benefits 3. Main measures impacting pension obligations on top of the standard benefits payable under ordinary law) already The CNIEG actuarial calculation model now factors in: vested at December 31, 2004 ("past specific benefits") between the

benefit plans Unregulated past specific benefits (at December 31, 2004) are A national cross-industry agreement (accord national funded by EGI sector entities to the extent defined by Decree interprofessionnel) was signed with the supplementary benefit plans No. 2005-322 of April 5, 2005. For GDF SUEZ SA, this funding AGIRC and ARRCO on March 13, 2013. Under this agreement, the obligation represents 3.25% of the past specific benefit obligations pay-in rate will increase by 0.10 points per year in 2014 and 2015 of all EGI sector companies. and the increase in the pension benefits paid by AGIRC and

The specific benefits vested under the plan since January 1, 2005 ARRCO over three years will be reduced as from 2013. are wholly financed by EGI sector companies in proportion to their Reform of the general pension scheme respective share of the electricity and gas market as measured in The law reforming the general pension scheme in France was terms of total payroll costs.

1. Financial obligations of GDF SUEZ SA ratified by the Constitutional Council on January 16, 2014.

Pursuant to the Law of August 9, 2004 on electricity and gas public The changes introduced by the reform include: services and electricity and gas utilities, as from January 1, 2005 - a gradual increase in the pay-in period as from 2018, to 172

• to pay the CNIEG its share of the contributions due under an increase in employer social contributions payable to the statutory pension plans. These contributions are then paid over CNAV between 2014 and 2017, leading to a rise in early by the CNIEG to the CNAV and to the mandatory supplementary retirement financing obligations;
• to pay the CNIEG its contribution to financing the benefits paid in April 1 to October 1 of each year, thereby reducing excess of rights under statutory pension plans not funded by the obligations.
• full and final discharge of its liabilities due to the CNAV, AGIRC account in preparing the 2013 financial statements. and ARRCO and not financed by the CTA levy;
• 1. Calculation of pension obligations to pay the CNIEG its share of the administrative expenses

2. 2008 and 2010 reform of public sector pensions end-of-career salaries (based on seniority, salaries and career

Decree No. 2008-69 of January 22, 2008 and in 2010, Decree promotions); No. 2011-290 of March 18, 2011 introduced changes to the special retirement age, based on specific criteria applicable to EGI sector pension plan for companies belonging to the electricity and gas employees (length of service, number of children for female industries sector. The changes essentially concern: employees); ⁶

-

expectancy of employees and their spouses, and the percentage Employees need to pay in contributions over a period of 41.5 years of married employees among EGI sector personnel. in order to be entitled to a full pension. This gradual increase of the pay-in period will apply to special EGI plans as from 2017. The legal The obligations are calculated as follows: retirement age and the age at which the discount on pension based on the rights vested at the measurement date, under both benefits is canceled will gradually be raised to 62 and 67, the EGI plan and statutory pension plans;

Pensions and disability annuities are recalculated as of January 1, employees and eligible beneficiaries for former SUEZ plans; 2009 on the basis of the retail price index (excluding tobacco). actuarial gains and losses are recognized immediately.

Reform of the statutory supplementary AGIRC and ARCCO various EGI entities.

adopted by the National Assembly on December 18, 2013 and

• GDF SUEZ SA has the following financial obligations: quarters in 2033, leading to a decrease in obligations;
  -
  • pension plans AGIRC and ARRCO; deferral of the annual pension recalculation (indexation) from

CTA levy; There were no specific changes in the regulatory environment in to pay the CNIEG its share in exceptional flat-rate contributions in 2014. All of the most recent regulatory changes were taken into

incurred by the CNIEG as well as compensation with respect to GDF SUEZ SA's pension obligations are calculated using a other statutory pension plans and benefits relating to disability, yield-to-maturity method in line with ANC Recommendation death, work accidents and occupational illnesses; 2013-02 of November 7, 2013, amending CNC Recommendation as a gas and electricity supplier (and carrier, where applicable), to CNC 2003 R 01 of April 1, 2003. The method used is known as the collect and pay over to the CNIEG the CTA levies. projected unit credit method and is based on assumptions regarding:

-

• an extension of the period during which employees pay in changes in the population of retired employees, based on contributions; mortality tables drawn up by INSEE and an employee turnover introduction of a discount/premium mechanism; rate based on behavioral statistics for EGI sector employees;

• the methodology for recalculating pensions. payments of benefits to surviving spouses, based on the life

• respectively, by 2024. for all active and retired employees in the EGI sector, and all
  -

Note 21 B. Other employee benefit obligations

Benefits payable to active and retired employees of EGI sector In accordance with the agreements signed with EDF in 1951, companies (excluding pensions) are described below: GDF SUEZ provides gas to all current and former employees of

-

-

• assessed based on the unit cost of the energy. allowances for occupational accidents and illnesses,
• temporary and permanent disability allowances, 2. End-of-career indemnities

benefits consisting of a cash contribution to the costs of their water service) are entitled to end-of-career indemnities which increase in supply and complementary healthcare insurance. line with the length-of-service within the utilities.

1. Reduced energy prices

EGI sector employees are entitled to compensation for accidents at industry personnel, all employees (current and former employees, provided they meet a length-of-service condition) are entitled to work and occupational illnesses. These benefits cover all employees benefits in kind which take the form of reduced energy prices or the dependents of employees who die as a result of occupational known as "employee rates". This benefit entitles employees to accidents or illnesses, or injuries suffered on the way to work. electricity and gas supplies at a reduced price. For retired The amount of the obligation corresponds to the likely present value employees, this provision represents a post-employment defined of the benefits to be paid to current beneficiaries, taking into benefit. Retirees must have accumulated at least 15 years' service account any reversionary annuities. in EGI sector companies to be eligible for the reduced energy price plan.

GDF SUEZ and EDF, while EDF supplies electricity to these same Post-employment benefits: beneficiaries. GDF SUEZ pays (or benefits from) the balancing reduced energy prices, contribution payable in respect of its employees as a result of end-of-career indemnities, energy exchanges between the two utilities.

exceptional end-of-career vacation, The amount of the GDF SUEZ SA obligation regarding gas supplied immediate bereavement benefits, to GDF SUEZ SA employees within the EGI sector and to EDF partial reimbursement of educational expenses; employees corresponds to the likely present value of the power (KWh) supplied to the employees during the retirement phase, Long-term benefits:

long-service awards. Further to the reform of EGI pensions as of July 1, 2008, retiring Retired employees of SUEZ SA are eligible for post-employment employees (or their dependents in the event of death during active

The Group's main obligations are described below. The obligation resulting from end-of-career indemnities is calculated using the projected unit credit method.

3. Allowances for occupational accidents and illnesses Under Article 28 of the national statute for electricity and gas

Note 21 C. Change in present value of benefit obligations

	Other post-employment EGI sector plan Other plans benefits Long-term benefits						Total
In millions of euros	2014	2013	2014	2013	2014	2013	2014	2013	2014	2013
Present value of benefit obligation at January 1	1,772	1,928	299	274	414	426	89	95	2,574	2,723
Service cost	32	46	1	2	7	8	10	9	50	65
Interest cost	64	62	9	9	15	14	3	3	91	88
Actuarial gains and losses on the obligation	419	(144)	9	28	122	(14)	9	(9)	559	(139)
Benefits paid under all plans (funded and unfunded)(1)	(74)	(71)	(14)	(14)	(22)	(20)	(9)	(9)	(119)	(114)
Other(2)	-	(49)	-	-	-	-	-	-	-	(49)
Present value of benefit obligation at December 31	2,213	1,772	304	299	536	414	102	89	3,155	2,574

(1) The aggregate impact on income of benefits paid and changes in the benefit obligation totaled €119 million in 2014 versus €114 million in 2013.

(2) The impact of applying ANC Recommendation 2013-02 of November 7, 2013 led to a reduction in the obligation for CNIEG handling fees.

Note 21 D. Provisions

GDF SUEZ SA sets aside provisions in respect of allowances for were set aside at end-2007 are extinguished. No further amounts occupational accidents and illnesses, and temporary and are set aside to these provisions in respect of rights newly vested or permanent disability benefits for active employees at year-end, as the unwinding of discounting adjustments. well as for benefits due during employees' active working lives At December 31, 2014, GDF SUEZ SA booked provisions of €126 (long-service awards and exceptional end-of-career vacation). million compared to €117 million at end-2013, representing an Provisions for pensions and other employee benefit obligations increase of €9 million in employee-related provisions.

transferred by SUEZ SA at the time of the 2008 merger are also At December 31, 2013, GDF SUEZ SA booked provisions of €117 recognized by GDF SUEZ SA in liabilities. These provisions are million compared to €126 million at end-2012, representing a written back as and when the corresponding liabilities for which they decrease of €9 million in employee-related provisions.

CHANGES IN PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS

	Pensions(1)		Other post-employment (2) benefit obligations		Long-term benefits(3)		Total
In millions of euros	2014	2013	2014	2013	2014	2013	2014	2013
Provision at January 1	8	9	27	30	82	87	117	126
Pension cost (benefit) for the period	-	-	4	2	20	4	24	6
o/w Service cost	-	-	1	1	10	9	11	10
o/w Interest cost	-	-	-	1	3	3	3	4
o/w Actuarial gains and losses on the obligation	-	-	3	-	7	(8)	10	(8)
o/w Other	-	-	-	-	-	-	-	-
Benefits paid under all plans (funded and unfunded)	(1)	(1)	(5)	(5)	(9)	(9)	(15)	(15)
Provision at December 31	7	8	26	27	93	82	126	117

(1) Excluding EGI sector companies in both 2014 and 2013.

(2) Exceptional end-of-career vacation (€16 million), complementary health insurance for retired SUEZ employees (€7 million) and water bonus (€3 million). (3) Allowances for occupational accidents and illness (€65 million), temporary and permanent disability allowances (€18 million), asbestos (€2 million) and long-service awards (€8 million).

Note 21 E. Insurance contracts

GDF SUEZ SA has taken out insurance contracts with several The value of these insurance contracts stood at €1,910 million at insurance firms to cover its obligations in respect of pensions and December 31, 2014 (€1,856 million at December 31, 2013). end-of-career indemnities. An amount of €4 million was paid to these insurance firms in 2014.

Note 21 F. Change in the fair value of plan assets

	Pensions					Other post-employment benefits
In millions of euros		2014	2013
	EGI sector plan		Other plans EGI sector plan	Other plans
Fair value of plan assets at January 1	1,633	190	1,600	190	32	32
Expected return on plan assets	59	5	52	5	1	1
Premiums net of handling fees(1)	-	4	-	15	-	-
Actuarial gains and losses on plan assets	71	1	54	(6)	2	2
Benefits paid out of plan assets(1)	(73)	(12)	(73)	(14)	(4)	(3)
Fair value of plan assets at December 31	1,690	188	1,633	190	31	32

(1) The total income statement impact of premiums paid to insurance funds and benefits covered by plan assets represents net income of €85 million in 2014 versus net income of €75 million in 2013.

RETURN ON PLAN ASSETS

		Other post-employment benefits
	2014		2013		2014	2013
	EGI sector plan		Other plans EGI sector plan	Other plans
Actual return on plan assets	8.3%	3.67%	6.7%	3.21%	9.3%	8.4%

The expected return on plan assets for 2014 is 2.05% in respect of pensions and 1.74% in respect of other obligations.

The allocation of plan assets by principal asset category can be analyzed as follows:

	Dec. 31, 2014		Dec. 31, 2013
	EGI sector plan	Other plans	EGI sector plan	Other plans
Equities	33%	10%	34%	10%
Bonds	51%	80%	47%	82%
Other (including money market securities)	16%	10%	19%	8%
	100%	100%	100%	100%

Collective life insurance policies contracted with insurers to cover Based on unit-linked contracts attributable to GDF SUEZ SA, the employee-related liabilities under the EGI sector plan are unit-linked. portion of plan assets invested in financial instruments issued by These contracts are available to GDF SUEZ SA and to Group GDF SUEZ SA amounted to €14 million at December 31, 2014, subsidiaries belonging to the "Group employee benefits representing less than 1% of the total value of the fund at that date. management agreement". A small portion of these contracts may Plan assets are not invested in properties occupied by GDF SUEZ be invested in financial instruments issued by GDF SUEZ SA, mainly SA or in other assets used by GDF SUEZ SA. equities.

Note 21 G. Supplementary defined-contribution plan

Employees eligible for the EGI plan also benefit from an additional defined-contribution plan set up in 2009. Employer contributions paid in respect of this scheme totaled €6 million in 2014 and €7 million in 2013.

NOTE 22 Information concerning related and associated companies

In millions of euros	Related companies	Associated companies
Equity investments	62,320	2,314
Amounts receivable from equity investments	891	-
Deposits and guarantees	25	-
Trade and other receivables	2,550	19
Current accounts with subsidiaries showing a credit balance	66	-
Other intangible assets	-	250
Other receivables	297	1
Current accounts with subsidiaries showing a debit balance	5,501	1
Trade and other payables	2,378	1
Payables on fixed assets	1,150	-
Other liabilities	432	-
Revenues	10,266	105
Energy purchases and change in gas reserves	6,657	17
Other external charges	3,900	-
Other operating expenses	453	-
Other operating income	352	(10)
Other financial expenses	5	-
Other financial income	2,173	118

All material transactions between GDF SUEZ SA and related parties solidarity and assistance to low-income customers, sustainable were carried out on an arm's length basis. Accordingly, no development and research; disclosures are required pursuant to the Amending Decree of Article Regarding the conditions for price regulation in France, a decree

Further to the merger between Gaz de France and SUEZ on conditions for changing regulated rates, notably through rate July 22, 2008, the French State owns 33.29% of GDF SUEZ and change forecasts based on costs incurred. this contract covers the appoints 4 representatives to the Group's 17-member Board of period from 2010 to 2013 and was automatically extended for a Directors. six-month period until June 30,2014.

The French State holds a golden share aimed at protecting France's Transmission rates on the GRTgaz transportation network and the supplies in the energy sector. The golden share is granted to the French LNG terminals, are all regulated. Rates are set by ministerial French State indefinitely and entitles it to veto decisions taken by decree. GDF SUEZ if it considers they could harm France's interests.

law of January 3, 2003. Industries Électriques et Gazières)

They are implemented by means of a public service contract dated The Group's relations with the CNIEG, which manages all old-age, December 23, 2009, which sets out the Group's public service death and disability benefits for active and retired employees of the obligations and the conditions for rate regulation in France: Group who belong to the special EGI pension plan, employees of

R.123-198-11 of March 9, 2009. was published in connection with the contract redefining the overall Relations with the French State regulatory framework for setting and changing natural gas prices in France. The mechanism as a whole provides clearer direction on the

critical interests and ensuring the continuity and safeguarding of 6 gas distribution network in France, as well as rates for accessing the

Relations with the CNIEG (Caisse Nationale des Public service engagements in the energy sector are defined by the

EDF and Non-Nationalized Companies (Entreprises Non As part of its public service obligations, the Group is reinforcing its Nationalisées – ENN), are described in Note 21, "Post-employment commitments in terms of the protection of goods and individuals, benefits and other long-term benefits".

NOTE 23 Subsidiaries and investments

				Book value of shares held at Dec. 31, 2014
In millions of euros Name	Share capital as par latest available balance sheet	Other equity as per latest available balance sheet	% capital held at Dec. 31, 2014	Gross	Provision
A – Detailed information concerning subsidiaries and investments whose gross value exceeds 1% of GDF SUEZ SA capital
(i.e., €24,352,850)
1. Subsidiaries (more than 50%-owned by GDF SUEZ SA)
Aguas Provinciales de Santa Fe(1)	6	(160)	64.19%	39	(39)
Celizan	-	-	100.00%	31	(31)
Cogac	1,433	(991)	100.00%	1,434	(152)
Electrabel	4,640	17,945	99.13%	34,117	-
Elengy	109	405	100.00%	516	-
GDF International	3,972	705	100.00%	3,972	-
GDF SUEZ Energy Services	699	1,071	100.00%	2,931	-
GDF SUEZ Finance	5,460	529	100.00%	5,567	-
GDF SUEZ IT	45	13	100.00%	78	(20)
GDF SUEZ Management Company	60	(35)	100.00%	60	(35)
GDF SUEZ New Ventures	5	22	100.00%	28	(1)
Genfina	1,750	(500)	100.00%	2,627	(1,352)
GIE GDF SUEZ Alliance	100	(48)	64.00%	62	-
GrDF	1,800	3,967	100.00%	8,400	-
GRTgaz	537	3,090	75.00%	1,850	-
La Compagnie du Vent	17	101	59.00%	428	(384)
NNB Development Company	38	117	100.00%	141	-
SFIG	55	8	96.51%	57	-
Sopranor	-	5	99.90%	245	(240)
Storengy	1,044	(237)	100.00%	1,904	-
2. Equity investments (less than 50%-owned by GDF SUEZ SA)
Aguas Argentinas	15	(467)	48.20%	145	(145)
SUEZ Environnement Company	2,041	4,726	33.70%	2,293	-
B - Information concerning other subsidiaries and investments
1. Subsidiaries not included in section A
French companies				91	(33)
Other(1)				13	3
2. Equity investments not included in section A
French companies				51	(3)
Other(1)				-	-
3. Other long-term investments not included in section A
French companies				17	-
Other(1)				-	-
TOTAL				67,098	(2,436)

(1) Amounts in local currency (millions of units).

MANAGEMENT REPORT 6.4 PARENT COMPANY FINANCIAL STATEMENTS

Year-end of last available period(2)	Dividends received by GDF SUEZ SA during the period	Net income (+) or loss (-) for the latest available period	Revenues for the latest available period	Sureties and endorsements given by GDF SUEZ SA	Loans and advances granted by GDF SUEZ SA
12/2014	-	(48)	-	-	15
12/2014	-	-	-	-	-
12/2014	-	(258)	-	-	2
12/2014	-	1,462	13,169	-	-
12/2014	176	121	229	-	125
12/2014	557	396	1	-	142
12/2014	202	168	2,130	-	-
12/2014	403	215	685	-	6,031
12/2014	-	37	385	-	-
12/2014	-	(8)	142	-	-
12/2014	-	-	-	-	-
12/2014	-	10	-	-	-
12/2014	-	(48)	-	-	-
12/2014	576	(25)	3,225	-	-
12/2014	209	253	1,956	-	-
12/2014	-	10	51	-	-
12/2014	-	87	-	-	-
12/2014	-	2	45	-	-
12/2014	-	-	-	-	-
12/2014	-	136	1,295	-	-
12/2014	-	(164)	-	-	-
12/2013	118	342	6	-	-
	4	-	-	-	-
	-	-	-	-	-
	53	-	-	-	1
	-	-	-	-	-
	-	-	-	-	-
	-	-	-	-	-
	2,297

(2) Provisional, unaudited amounts.

Transactions with related companies mainly involve loans, advances and changes in current accounts with subsidiaries. NB: Certain sensitive data are not provided in the table of subsidiaries and investments.

NOTE 24 Compensation due to members of the board of directors and executive committee

Total compensation (gross salary, bonuses, profit-sharing incentives Post-employment benefits accruing to these same people totaled and benefits in kind, including related employer contributions) paid €99.5 million at December 31, 2014. to the Chairman and Chief Executive Officer, the Vice-Chairman and Members of the Board of Directors elected by the Shareholders' President, and members of the Executive Committee came to €27 Meeting received €0.8 million in attendance fees for 2014. million for 2014.

NOTE 25 Subsequent events

No significant events occurred between December 31, 2014 and the date the financial statements were authorized for issue.

6.4.3 Total and partial transfers of assets, subsidiaries, and equity investments requiring statutory disclosure

Total and partial transfers of assets

In euros	% Dec. 31, 2013	% Dec. 31, 2014	Reclassification within the Group	Sale outside the Group	Net book value of shares held	Business sector
Subsidiaries(1)
Merizan	100.00	0.00	X		0.00	Real estate
Equity investments(2)

(1) More than 50%-owned by GDF SUEZ SA.

(2) Less than 50%-owned by GDF SUEZ SA.

Total and partial purchases of assets

In euros	% Dec. 31, 2013	% Dec. 31, 2014	Reclassification within t he Group	Acquisition outside the Group	Net book value of shares held	Business sector
Subsidiaries(1)
GDF SUEZ New Ventures	0.00	100.00	X		27,272,120.25	Finance
GDF SUEZ New Business	0.00	100.00	X		46,641.57	Finance
GDF SUEZ China Invest. CY	0.00	100.00	X		40,000.00	Finance
Equity investments(2)

(1) More than 50%-owned by GDF SUEZ SA.

(2) Less than 50%-owned by GDF SUEZ SA.

6.4.4. Five-year financial summary

	2014	2013	2012	2011	2010
Capital at year-end
Share capital (in euros)	2,435,285,011	2,412,824,089	2,412,824,089	2,252,636,208	2,250,295,757
Number of ordinary shares issued and outstanding	2,435,285,011	2,412,824,089	2,412,824,089	2,252,636,208	2,250,295,757
Maximum number of shares to be issued:
• by converting bonds	-	-	-	-	-
• by exercising stock options	20,823,223	10,083,705	15,803,200	22,584,740	30,841,031
Results of operations for the year (in millions of euros)
Revenues, excluding VAT	24,562	28,608	27,915	24,126	25,373
Income before tax, employee profit-sharing, depreciation, amortization, provisions and transfer of concession termination amortization	390	424	749	1,460	1,592
Income tax (negative figures = benefit)	(378)	(768)	(542)	(295)	(356)
Employee profit-sharing and incentive payments for the year	-	-	-	-	-
Income after tax, employee profit-sharing, depreciation, amortization, provisions and transfer of concession termination amortization	411	663	890	2,389	857
Total dividends paid (including on treasury shares in 2014)	2,402	3,576	3,503	3,347	3,336
Earnings per share (in euros)
Earnings per share after tax and employee profit-sharing but before depreciation, amortization, provisions and transfer of concession termination amortization	0.32	0.49	0.54	0.78	0.87
Earnings per share after tax, employee profit-sharing, depreciation, amortization, provisions and transfer of concession termination amortization	0.17	0.27	0.37	1.06	0.38
Dividend per share(1)	1.00	1.50	1.50	1.50	1.50
Headcount
Average number of employees during the year	5,879	6,367	6,641	6,952	7,511
Total payroll	357	377	374	445	471
Total employee benefit obligations paid (social security taxes and contributions to pension plans, welfare plans, etc.)	330	396	363	324	234

(1) Shareholders at the AGM held to approve the 2014 financial statements will be asked to approve a dividend of €1 per share, representing a total amount of €2,402 million, based on the number of outstanding shares at December 31, 2014.

6.5 STATUTORY AUDITORS' REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS

This is a free translation into English of the statutory auditors' report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users.

The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.

This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to the shareholders.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

-

These financial statements have been approved by the Board of Directors. metered during the accounting period, your company makes revenue Our role is to express an opinion on these financial statements based on our projections based on consumption estimates in line with the volume of

that note A to the financial statements provides appropriate disclosure. We conducted our audit in accordance with professional standards These assessments were made as part of our audit of the financial applicable in France; those standards require that we plan and perform the statements taken as a whole, and therefore contributed to the opinion we audit to obtain reasonable assurance about whether the financial statements formed which is expressed in the first part of this report. are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An III. Specific verifications and information audit also includes evaluating the appropriateness of accounting policies We have also performed, in accordance with professional standards used and the reasonableness of accounting estimates made, as well as the applicable in France, the specific verifications required by French law.

In our opinion, the financial statements give a true and fair view of the assets shareholders with respect to the financial position and the financial and liabilities and of the financial position of the company as at December 31, statements.

The accounting estimates have been prepared in a context of economic and the financial statements, or with the underlying information used to prepare financial crisis and of high market volatility whose consequences make it these financial statements and, where applicable, with the information difficult to forecast midterm economic outlooks. In this context as described obtained by your company from companies controlling your company or in note A to the financial statements and in accordance with the requirements controlled by it. Based on this work, we attest the accuracy and fair of Article L. 823-9 of the French Commercial Code (Code de commerce) presentation of this information.

investments which your company intends to hold on a long-term basis is disclosed in the management report.

To the Shareholders, written down to its value in use if the latter is lower. As part as our assessment of the significant estimates used to prepare the financial In compliance with the assignment entrusted to us by your Annual General statements, we have examined the data and key assumptions used for the Meetings, we hereby report to you, for the year ended December 31, 2014, determination of the values in use, assessed the sensitivity of the on: measurements to these assumptions as well as the procedure for the audit of the accompanying financial statements of GDF SUEZ; approving these estimates by management. We have also reviewed the calculations made by your company and verified that note A to the the justification of our assessments; financial statements provides appropriate disclosure.

the specific verifications and information required by law. Regarding gas sales to customer segments whose energy consumption is audit. energy allocated by the grid managers over the same period and estimates of average selling prices. Our work consisted in assessing the I. Opinion on the financial statements methods and assumptions used to calculate these estimates and verifying

overall presentation of the financial statements. We believe that the audit We have no matters to report as to the fair presentation and the consistency evidence we have obtained is sufficient and appropriate to provide a basis for with the financial statements of the information given in the management our audit opinion. report of the Board of Directors and in the documents addressed to the

2014 and of the results of its operations for the year then ended in Concerning the information given in accordance with the requirements of accordance with French accounting principles. Article L. 225-102-1 of the French Commercial Code (Code de commerce) II. Justification of our assessments relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its consistency with

relating to the justification of our assessments, we bring to your attention the In accordance with French law, we have verified that the required information following matters: concerning the purchase of investments and controlling interests and the As stated in note A to the financial statements, the book value of equity identity of the shareholders and holders of the voting rights has been properly

Neuilly-sur-Seine and Paris-La Défense, March 3, 2015 The Statutory auditors

French original signed by DELOITTE & ASSOCIES ERNST & YOUNG et Autres

Véronique Laurent Pascal Macioce Charles-Emmanuel Chosson

7

ADDITIONAL INFORMATION

7.1	SPECIFIC STATUTORY PROVISIONS AND BYLAWS	378	7.3	DOCUMENTS ACCESSIBLE TO THE PUBLIC
7.1.1	Issuer's corporate purpose	378	7.3.1	Corporate information policy
7.1.2	Corporate governance bodies	378	7.3.2	Financial reporting schedule
7.1.3	Rights, privileges and restrictions attached to shares	381	7.4	PERSON RESPONSIBLE FOR THE
7.1.4	Change in rights attached to shares	382		REGISTRATION DOCUMENT
7.1.5	Shareholders' Meetings	382	7.4.1	Person responsible for the Registration
7.1.6	Provisions relating to the disclosure of interests	382	7.4.2	Declaration by the person responsible
7.1.7	Changes in share capital	383		for the Registration Document containing the Annual Financial Report
7.2	LEGAL AND ARBITRATION PROCEEDINGS – COMPETITION
	AND INDUSTRY CONCENTRATION	383

		PAGE			PAGE
7.1	SPECIFIC STATUTORY PROVISIONS AND BYLAWS	378	7.3	DOCUMENTS ACCESSIBLE TO THE PUBLIC	384
7.1.1	Issuer's corporate purpose	378	7.3.1	Corporate information policy	384
7.1.2	Corporate governance bodies	378	7.3.2	Financial reporting schedule	384
7.1.3	Rights, privileges and restrictions attached to shares	381	7.4	PERSON RESPONSIBLE FOR THE
7.1.4	Change in rights attached to shares	382		REGISTRATION DOCUMENT	385
7.1.5	Shareholders' Meetings	382	7.4.1	Person responsible for the Registration
7.1.6	Provisions relating to the disclosure of interests	382	7.4.2	Document Declaration by the person responsible	385
7.1.7	Changes in share capital	383		for the Registration Document containing the Annual Financial Report	385
7.2	LEGAL AND ARBITRATION PROCEEDINGS – COMPETITION		7.5	STATUTORY AUDITORS	386
	AND INDUSTRY CONCENTRATION	383	7.5.1	Statutory Auditors	386
			7.5.2	Alternate Statutory Auditors	386

7.1 SPECIFIC STATUTORY PROVISIONS AND BYLAWS

The main provisions of the law, the Company's bylaws and the Board's internal Regulations are set out below. These documents are available at the Company's head office and on its website: www.gdfsuez.com.

7.1.1 Issuer's corporate purpose

The Company's purpose is the management and development of its acquiring interests or holdings, in any form whatsoever, in all current and future assets, in all countries, by all means and existing or future undertakings or companies, via mergers, especially to: partnerships or any other form;

• one of the aforementioned objects; trade in gas, electricity and all other energy;
• carry out the public service assignments assigned to it under aforementioned objects;
• study, design and implement all projects and all public or private of towns and the management of the environment;

• or purchase of securities or rights with respect to entities, by the Company's business.

• create, acquire, rent, take in lease management all property, real prospect, produce, process, import, export, buy, transmit, store, estate and businesses, rent, install and operate all distribute, supply and market combustible gas, electricity and all establishments, businesses, plants or workshops connected with other energy;

• register, acquire, operate, grant or sell all processes, patents and supply services related to the aforementioned activities; patent licenses relating to the activities connected with one of the
• current law and regulations, in particular the Electricity and Gas obtain, acquire, rent and operate, mainly via subsidiaries and Nationalization Act No. 46-628 of April 8, 1946, the Gas and holdings, all concessions and undertakings relating to the supply Electricity Markets and the Public Service of Energy Act of drinking water to towns or water to industry, to the evacuation No. 2003-8 of January 3, 2003, the Public Service of Electricity, and purification of waste water, to drainage and wastewater Gas and Electrical and Gas Companies No. 2004-803 of treatment operations, to irrigation and transport, to protection August 9, 2004 as well as the Energy Sector Act No. 2006-1537 and pondage structures as well as to all sales and service of December 7, 2006; activities to public authorities and individuals in the development
• works on behalf of all local authorities and individuals; prepare and in general to carry out all industrial, commercial, financial, and enter into all agreements, contracts and transactions related personal property or real estate operations and activities of any to the implementation of the said projects and works; kind, including services, in particular insurance intermediation, participate directly or indirectly in all operations or activities of any acting as an agent or delegated agent in a complementary, kind that may be connected to one of the aforementioned objects independent or research position; these operations and activities or that are likely to further the development of the company's being directly or indirectly related, in whole or in part, to any one assets, including research and engineering activities, by setting of the aforementioned objects, to any similar, complementary or up new companies or undertakings, by contribution, subscription related objects and to those that may further the development of

7.1.2 Corporate governance bodies

Regarding the composition and operations of corporate governance bodies, see Section 4 - "Corporate governance".

more than 22 members, in accordance with Articles L. 225-17, The Board has an Internal Regulations document that specifies its L. 225-23 and L. 225-27 of the French Commercial Code. operating procedures.

Directors are appointed by the General Shareholders' Meeting, The Board's Internal Regulations and the Directors' Charter are subject to special rules applicable to Directors representing the intended for every Director, every permanent representative of a French State, the Directors representing employees and the Director member of the Board that is a legal entity, every non-voting representing employee shareholders. Director, the representative of the Central Works Council or the body acting in lieu, the Government Commissioner, and, more Directors representing the French State are appointed in generally, any person taking part in or attending Board meetings, accordance with Article 2 of the Decree-Act of October 30, 1935 as either on a one-time basis or on every occasion. amended. Directors representing employees and the Director

Board of Directors Appointment of Directors

GDF SUEZ is managed by a Board of Directors. The Company is managed by a Board of Directors comprising no

representing employee shareholders are appointed in accordance with Articles L. 225-27 et seq. and L. 225-23 of the French Commercial Code and the bylaws.

It is hereby specified that the Board of Directors, at its meeting of subject of formal decisions that are properly substantiated and March 16, 2015, decided to implement Part II of Decree No. recorded in the minutes of the Board's meetings. 2014-948 of August 20, 2014 relating to the governance and capital The rights and responsibilities of the Directors are described in detail transactions of state-owned enterprises. Under Article 4 of the in the Directors' Charter appended to the Internal Regulations of the Decree, the State may appoint a representative to the governing Board of Directors and published in full on the Group's website. bodies of companies in which it holds over 10% of the share capital. In addition, Article 6 of the Decree provides that one or more seats Term of office of Directors

General Shareholders' Meeting expire at the close of the General The Board represents all shareholders, regardless of its composition

expires to approve the financial statements for the previous year. Directors must act at all times in the Company's corporate interest. The replacement of Directors appointed by the General They must carry out their duties independently, fairly and Shareholders' Meeting whose positions have become vacant during professionally. They must seek, in all circumstances, to maintain the term of office, due to death or the resignation of one or more their independence of analysis, judgment, decision and action. They must refrain from being influenced by any information that is not Directors' seats, is subject to the laws and regulations in force. Note that these measures may not be applied in the event of the related to the Company's interest, and must warn the Board of any vacancy, for any reason, of the seat of a Director elected by the information of which they become aware that seems to them likely employees or of the seat of the Director representing the employee to affect the Company's interests.

Directors have an obligation of absolute confidentiality with regard to Directors representing employees and employee the information provided to them within the framework of their duties, or discussed at Board meetings. In particular, the shareholders discussions themselves, the minutes recording the terms of such The Directors representing the employees and employee discussions and the reports and documents sent to the Board are shareholders have the same status, powers and responsibilities as confidential and may not be circulated. In the event of a proven the other Directors. breach of a confidentiality obligation by one of the Directors, the Chairman of the Board shall consider the action to be taken, The terms of office of Directors appointed by employees expire

the Board evaluated as well.

on the Board of Directors, in a number proportionate to its All Directors serve a four-year term of office, except for Directors shareholding, are reserved for members proposed by the State (see representing employees elected after the merger between Gaz de page 123). France and SUEZ, whose first term is five years, with subsequent Rights and responsibilities of the Directors terms of four years. The terms of office of Directors elected by the and the origin of its members. Shareholders' Meeting convened in the year during which the term

shareholders.

possibly before the courts, with regard to such breach. either at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the previous year and held after Directors undertake to devote the necessary time and attention to the announcement of the results of the election organized by the their duties. They must stay informed of the activities and the Company under the conditions set out in Article 13.3.1 of the specifics of the Company, its issues and values, including by talking bylaws, or in the event of the termination of their employment with principal officers. They must assiduously and diligently attend contract or in the event of removal from office under the terms Board meetings. They must attend Shareholders' Meetings. provided for in the applicable law or regulations or for other reasons They must seek to obtain the information they consider essential in provided for by law for Directors appointed by the Shareholders' order to deliberate on the Board with full knowledge of the facts Meeting. within suitable time limits and must seek to update the knowledge In the event of a vacancy of a seat of a Director elected by the that they deem to be useful and may request that the Company employees, the vacant seat is filled pursuant to the provisions of provide them with the training they need to perform their duties Article L. 225-34 of the French Commercial Code. properly.

With the exception of the rules relating to co-option, which do not Directors contribute to the collegial administration and efficacy of apply to him/her, the termination of office of a Director representing the proceedings of the Board and of any specialized committees set employee shareholders shall be subject to the same rules as those up within the Board. They make recommendations that they feel applicable to other Directors. Moreover, his/her term of office shall may improve the operating procedures of the Board, particularly end automatically in the event of loss of (i) his/her capacity as during the Board's periodic evaluation, which is carried out by an employee of the company or companies or consortia affiliated to it independent Director. They must agree to have their own actions on within the meaning of Article L. 225-180 of the French Commercial ⁷

Code or (ii) his/her capacity as shareholder of the Company, They agree, along with the other members of the Board of individually or via a company mutual fund, unless, in the latter case, Directors, to ensure that their supervisory duties are accomplished he/she brings his/her situation into compliance within a three-month with efficiency and without any obstacles. In particular, they shall period. ensure that procedures are put in place in the Company to verify In the event of the vacancy of the seat of a Director representing compliance with laws and regulations, both in letter and in spirit. employee shareholders for any reason, the candidates to replace They ensure that the positions adopted by the Board, in particular such a Director shall be appointed in accordance with Article 13.3 relating to the approval of the financial statements, the budget, of the bylaws at the latest prior to the meeting of the very next resolutions to be put to the Annual Shareholders' Meeting as well as Shareholders' Meeting or, if it is held less than four months after the to important matters relating to the companies' operations, are the position has become vacant, prior to the next Shareholders'

7 ADDITIONAL INFORMATION 7.1 SPECIFIC STATUTORY PROVISIONS AND BYLAWS

Meeting. The Board of Directors may validly meet and deliberate up The Board of Directors, at its meeting of April 23, 2012, decided not

Non-voting members of the Board management of the Company.

The Ordinary Shareholders' Meeting may appoint one or more Information on the duties of General Management is provided in non-voting members (censeurs) to the Company's Board of Section 4.3 – "General Management" and the Chairman's report in Directors, up to a maximum of four, who may be natural persons or Section 4.1.

The non-voting members may be re-elected indefinitely; their appointment may be revoked at any time by the General President Shareholders' Meeting. The Board of Directors may appoint The Board of Directors may appoint, as provided by law, only one

The Appointments and Compensation Committee reviews, and Directors. formulates an opinion or recommendation on any candidacy for With respect to third parties, the President has the same powers as

Non-voting members may be called upon by the Chairman of the and duration of the powers conferred on the President are Board to attend meetings of the Board of Directors. They participate determined by the Board of Directors in conjunction with the

Pursuant to Article 111-70 of the Energy Code, the Minister of Vice-Chairman of the Board of Directors Energy appoints a Government Commissioner to the Company who attends meetings of the Board of Directors and its committees in an The Board of Directors may elect from among its members one or advisory capacity and may present his/her observations to any more Vice-Chairmen.

General Management

Chairman and Chief Executive Officer

Subject to the powers expressly granted by law to Shareholders' Decisions of the Board of Directors Meetings, powers that it grants specifically to the Board of Directors The Board meets when it is convened by the Chairman of the Board and within the scope of the Company's corporate purpose, as well of Directors, who sets the meeting's venue and agenda. Any as those mentioned in Articles 13 to 15 of Act No. 2004-803 of Director who wishes to discuss any matter with the Board that is August 9, 2004, either the Chairman of the Board of Directors or not on the agenda must notify the Chairman prior to the meeting; another natural person appointed by the Board of Directors and the Chairman is then responsible for informing the Board. holding the title of Chief Executive Officer shall be responsible for When the Board of Directors has not met for over two months, at the general management of the Company.

least one-third of the members of the Board may request that the The Chief Executive Officer is vested with the broadest powers to Chairman call a meeting on a specific agenda. act in the Company's name in all circumstances. He/she exercises The Chairman may take the initiative of organizing meetings of the his/her powers within the scope of the Company's corporate purpose and subject to the powers expressly granted by law to Board of Directors by videoconference, by web conference, or by Shareholders' Meetings and to the Board of Directors. The Board of any other means of telecommunication, within the limits and subject Directors determines, in accordance with the conditions provided to the conditions set under the current law and regulations and, where applicable, the Internal Regulations. for by law, the scope and term of powers granted to the Chairman

to the date of such an appointment. to separate the duties of Chairman and Chief Executive Officer. The Chairman of the Board of Directors is responsible for the general

legal entities, chosen from among or outside the shareholders, for a The Chairman of the Board of Directors organizes and directs the term of office of four years expiring at the close of the Ordinary work of the Board, and reports on this to the General Shareholders' Shareholders' Meeting called to approve the financial statements of Meeting. He/she ensures the smooth running of the Company's the previous year and held in the year during which the term of corporate bodies and in particular sees that the Directors are able to office expires. perform their duties.

non-voting Directors provisionally, subject to ratification by the next person responsible for assisting the Chief Executive Officer, with the General Shareholders' Meeting. title of President. This President is to be chosen from among the

appointment as a non-voting member. the Chief Executive Officer. Internally to the Company, the extent in meetings of the Board of Directors in an advisory capacity. Chairman and Chief Executive Officer, as provided by law and by Article 2.2 of the Internal Regulations. These matters are described Government Commissioner in detail in Section 4.1.4.1 "Powers of the Board of Directors".

General Shareholders' Meeting. In accordance with Article 16 of the bylaws, meetings of the Board of Directors must be chaired by the Chairman or, in the Chairman's absence, by one of the Vice-Chairmen, or else by a Director chosen by the Board at the beginning of the meeting.

and Chief Executive Officer. Resolutions of the Board of Directors are adopted under the conditions of quorum and majority provided by law. In the event of a tie, the Chairman shall have a casting vote.

Any agreement made directly or through an intermediary between or to agreements between two companies where one directly or GDF SUEZ and a member of the Board of Directors, its Chairman indirectly holds all the capital of the other, less, where applicable, and Chief Executive Officer, its Deputy Chief Executive Officer or a the minimum number of shares needed to satisfy the requirements shareholder holding more than 10% of the voting rights, or if the of Article L. 1832 of the French Civil Code or Articles L. 225-1 and shareholder is a company, the company controlling it within the L. 226-1 of the French Commercial Code. meaning of Article L. 233-3 of the French Commercial Code, must Compensation of Directors and non-voting Board be submitted to the Board of Directors for prior approval. This authorization is also required for agreements involving GDF SUEZ in members which one of the persons mentioned in the preceding paragraph is indirectly involved, and to agreements between GDF SUEZ and The General Shareholders' Meeting determines the annual general another company, if one of the Directors, the Chief Executive Officer amount of directors' attendance fees allocated to the Board of or one of the Deputy General Managers of the company is an Directors which, on recommendation of the Appointments and owner, partner with unlimited liability, legal manager, Director, Compensation Committee, allocates the said compensation member of the Supervisory Board or, in general, a manager of the between its members and the non-voting members by deduction company concerned. from the annual budget for directors' attendance fees.

Without prejudice to the formalities of prior authorization and control The Company reimburses Directors for expenses incurred in the laid down by law and the bylaws, the Company's Directors must performance of their duties upon presentation of substantiating promptly disclose to the Chairman any agreement entered into by documents.

Regulated agreements The foregoing terms are not applicable to agreements relating to day-to-day transactions and entered into under normal conditions,

the Company and in which they are directly or indirectly involved. Directors representing employees are given a time credit equal to one-half of the statutory work time.

7.1.3 Rights, privileges and restrictions attached to shares

Voting rights Dividends (Article 26.2 of the bylaws) (Articles 10, 11, 12 and 20 of the bylaws) Any shareholder who can, at the end of a fiscal year, provide proof

Unless otherwise provided for by law, each shareholder has as of registration for at least two years and continuation thereof on the many voting rights and may cast as many votes at meetings as he dividend payment date for the fiscal year in question, shall receive a

of the share capital for a single shareholder. shares are subject to a right of usufruct, voting rights attached to shares belong to the beneficial owner of the shares in the case of The provisions of Article 26.2 shall apply for the first time to the Ordinary Shareholder's Meetings, and to the bare owner in the case payment of the dividend to be distributed for the year ended of Extraordinary Shareholders' Meetings. December 31, 2016, determined by the General Shareholders'

Meeting to be held in 2017. Any time it is necessary to own several shares in order to exercise any right whatsoever, the owners of isolated shares or an insufficient number of shares may exercise such a right provided that they combine or, as the case may be, buy or sell the necessary shares or In accordance with the French Energy Code and Decree rights.

No. 2007-1790 of December 20, 2007, the share capital includes a Any shareholder may cast a vote by proxy in accordance with the golden share resulting from the conversion of one ordinary share, terms and conditions provided for by the law and regulations in all which is held by the French State and is aimed at protecting Meetings. The owners of securities mentioned in the seventh France's critical interests in the energy sector and ensuring the paragraph of Article L. 228-1 of the French Commercial Code may ⁷ continuity and safeguarding of energy supplies (see Section 5.2.4 be represented, in accordance with the conditions provided for by "Golden Share"). law, by a registered intermediary. Any shareholder may cast a vote In accordance with the French Energy Code and Act No. 2014-384 by proxy in accordance with the terms and conditions provided for of March 29, 2014, the French State must hold more than one-third by the law and regulations. The shareholders may, in accordance of the capital or voting rights of the Company; however, the State's with the terms and conditions provided for by the law and interest may fall below this threshold provided it returns to holding regulations, send their postal proxy form either as a printed form or, one-third of the capital or voting rights within two years. further to a decision of the Board of Directors published in the notice of meeting and the notice to attend the meeting, by electronic transmission.

or she holds shares, which are fully paid up (see Section 5.1.1.3). 10% increase in the dividend for the shares so registered, over the The shares are indivisible with regard to the Company. Where the dividend paid on other shares. This increase will be capped at 0.5%

Golden share (Article 6 of the bylaws)

7.1.4 Change in rights attached to shares

Except where otherwise specified by law, the rights attached to the In accordance with the applicable law and regulations, any Company's shares may be modified only by the Extraordinary amendment of the bylaws that defines the rights attached to Shareholders' Meeting, subject to the special terms relating to the GDF SUEZ shares must be approved by a two-thirds majority at the French State's golden share under Article 6 of the bylaws (see also Extraordinary Shareholders' Meeting. All increases in the Section 5.2.4 "Golden share"). commitments of the shareholders must be unanimously approved

by all shareholders.

7.1.5 Shareholders' Meetings

Notice to attend Meetings (Articles 20, 21 and 22 Attendance at Meetings (Article 20 of the bylaws) of the bylaws) All shareholders have the right to attend the meetings provided their

Ordinary and Extraordinary Shareholders' Meetings and, where shares are paid in full. applicable, Special Shareholders' Meetings are called, meet and The right to attend meetings or to be represented therein is subject deliberate in accordance with the conditions provided for by law. to the registration of the securities in the shareholder's name by The party issuing the notice convening the meeting also draws up midnight (CET) of the third business day prior to the meeting, either the meeting agenda. However, one or more shareholders may, in in the registered securities' accounts held by the Company or in accordance with the conditions provided for by law, request that bearer securities' accounts held by the authorized intermediary.

The Meeting may take place at the Company's head office or at any shareholders individualized admission cards in each shareholder's

General Shareholders' Meetings are chaired by the Chairman of the the Shareholders' Meeting. Board of Directors or, in his/her absence, one of the Vice-Chairmen If the Board of Directors so decides at the time of calling the of the Board of Directors or, in the latter's absence, a Director meeting, the shareholders may participate in the meeting by delegated for this purpose by the Board. Otherwise, the Meeting videoconference or by any telecommunication or remote

The two members of the General Shareholders' Meeting present identification in accordance with the terms and conditions set under who accept the duties thereof and who hold the greatest number of current regulations. Where applicable, this decision shall be votes act as vote tellers. The officers of the meeting appoint the announced in the notice convening the meeting published in the Secretary, who may be chosen from outside the shareholders. Bulletin des Annonces Légales Obligatoires (Bulletin of Mandatory

Legal Announcements or BALO). An attendance sheet is kept in accordance with the conditions provided for by law. Minutes of meetings are drawn up and copies thereof are issued and certified in accordance with the conditions provided for by law.

draft resolutions be entered on the agenda. The Board of Directors may, if it deems necessary, send to the other location stated in the notice. name and require them to be presented in order to gain access to

appoints its own Chairman. transmission means, including via the Internet, that permits their

7.1.6 Provisions relating to the disclosure of interests

In addition to the thresholds provided for under Article L. 233-7 of It is noted that thresholds to be declared under this paragraph shall the French Commercial Code, any natural person or legal entity be determined pursuant to the provisions of Articles L. 233-7 and acting alone or in concert, who happens to hold a share of the L. 233-9 of the French Commercial Code and current regulations. capital, voting rights or securities, directly or indirectly, that may be This same duty of disclosure applies in accordance with the same converted in the future to capital of the Company – equal or in time limits, in the event of crossing under the 0.5% threshold or a excess of 0.5% – must inform the Company thereof by recorded multiple thereof. delivery letter with acknowledgement of receipt, within five (5) The intermediary registered as a holder of shares pursuant to the trading days of crossing the said 0.5% threshold, by specifying seventh paragraph of Article L. 228-1 of the French Commercial his/her/its identity, as well as that of the natural persons or legal Code is bound, without prejudice to the obligations of shareholders, entities acting in concert therewith, and by specifying the total to make the declarations provided for in this Article, for all shares for number of shares, voting rights or share equivalents providing future which he/she/it is registered in account. access to capital that he/she/it owns directly or indirectly or else in

Duty of disclosure upon crossing thresholds concert. This duty of disclosure relates also to the possession of each additional share of 0.5% of the capital or voting rights or share (Article 9 of the bylaws) equivalents providing access in time to the capital of the Company.

Pursuant to the provisions of Article L. 233-7 of the French securities that grant, immediately or in the future, the right to vote at Commercial Code, in the event of any breach of the foregoing its Shareholders' Meeting and, in particular, the quantity of provisions, one or more shareholders holding more than 0.5% of the securities held by each of them. capital or voting rights may request that the penalties provided for in If they are registered securities that may be converted immediately

Identification of bearer securities (Article 9 of the bylaws) any time.

The breach by holders of securities or intermediaries of their duty to In order to identify bearer securities, the Company may, in disclose the information provided for above may, in accordance with accordance with the law and regulations and subject to the the conditions provided for by law, entail the suspension or loss of penalties provided for under the French Commercial Code, ask the voting rights and the right to the payment of dividends attached to central depository that manages the issue account of its securities the shares. for information that allows identification of holders of Company

the first two paragraphs of Article L. 233-14 of the French or in the future to capital, the intermediary registered in accordance Commercial Code be applied. with the conditions provided for under the French Commercial Code must reveal the identity of owners of the said securities on simple request from the Company or its agent, which may be presented at

7.1.7 Changes in share capital

The share capital may be increased, reduced or amortized in accordance with the conditions provided for by law, subject to the special provisions relating to the French State's stake and its golden share pursuant to Article 6 of the bylaws (see also Section 7.1.3 "Rights, privileges and restrictions attached to shares").

7.2 LEGAL AND ARBITRATION PROCEEDINGS – COMPETITION AND INDUSTRY CONCENTRATION

In the course of its operations, the Group is engaged in a certain number of legal disputes and arbitration procedures, and is also subject to investigations and procedures under competition law. The principal investigations and procedures are described in Note 28 in Chapter 6.2 - "Consolidated financial statements".

7.3 DOCUMENTS ACCESSIBLE TO THE PUBLIC

The documents relating to GDF SUEZ that must be made available Document) may be consulted in the Corporate headquarters for as to the public (bylaws, reports, historical financial information on long as this Registration Document remains valid. These documents GDF SUEZ, as well as on the GDF SUEZ Group subsidiaries may also be obtained in electronic format from the GDF SUEZ included or mentioned in this Registration Document and those website and some of them may be obtained from the AMF website relating to each of the two years prior to the filing of this Registration (www.amffrance.org).

7.3.1 Corporate information policy

Valérie Bernis

Executive Vice-President, Communications, Marketing and Environmental and Societal Responsibility

Telephone: + 33 1 44 22 00 00

Address: 1 Place Samuel de Champlain – Faubourg de l'Arche – 92400 Courbevoie – France

Website: gdfsuez.com

The GDF SUEZ Registration Document is translated into English.

In addition to this Registration Document filed with the AMF, the Group annually publishes an activity report.

7.3.2 Financial reporting schedule

Publication of annual earnings 2014	February 26, 2015
Publication of Q1 results 2015	April 27, 2015
Annual Shareholders' Meeting	April 28, 2015
Publication of the 2015 half-year results	July 30, 2015

7.4 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT

7.4.1 Person responsible for the Registration Document

Gérard Mestrallet, Chairman and Chief Executive Officer

7.4.2 Declaration by the person responsible for the Registration Document containing the Annual Financial Report

"I hereby certify, after having taken all reasonable measures to this effect, that the information contained in this Registration Document is, to my knowledge, in accordance with the facts and makes no omission likely to affect its import.

I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and profit or loss of the Company and all the undertakings included in the consolidation, and that the management report, whose items are mentioned in Appendix B of this Registration Document, presents a fair review of the development and performance of the business and financial position of the Company and all the undertakings included in the consolidation as well as a description of the main risks and uncertainties to which they are exposed.

I have received a completion letter from the Statutory Auditors stating that they have audited the information contained in this Registration Document relating to the financial position and financial statements contained in this Registration Document, which they have read in its entirety. This letter contains no comments.

The consolidated financial statements for the year ended December 31, 2014, presented in Section 6.2 of this Registration Document, were the subject of a report by the Statutory Auditors, presented in Section 6.3, which contains the following comment : "In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2014 and of the results of its operations for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union. Without qualifying the conclusion expressed above, we draw your attention to note 2 "Impact of applying the new consolidation standards to the comparative 2013 financial statements" in the consolidated financial statements which describes the impact of new standards and amendments on the consolidation as well as the changes in presentation in the income statement of share in net income of the entities accounted for using the equity method."

The parent company financial statements for the year ended December 31, 2014, presented in Section 6.4 of this Registration Document, were the subject of report by the Statutory Auditors, presented in Section 6.5, which contains no comments.

The IFRS consolidated financial statements for the year ended December 31, 2013 were the subject of a report by the Statutory Auditors, which contains no comments, presented in Section 6.3 of the 2013 GDF SUEZ Registration Document, which was filed with the AMF on March 20, 2014 under number D. 14-0176.

The IFRS consolidated financial statements for the year ended December 31, 2012 were the subject of a report by the Statutory Auditors, which contains no comments, presented in Section 6.3 of the 2012 GDF SUEZ Registration Document, which was filed with the AMF on March 22, 2013 under number D. 13-0206.

The pro forma consolidated financial statements for the year ended December 31, 2013, presented in Section 6.1.1.7 of the GDF SUEZ 2013 Registration Document, were the subject of a report by the Statutory Auditors, which contains no comments, presented in Section 6.1.2 of the 2013 GDF SUEZ Registration Document, which was filed with the AMF on March 20, 2014 under number D. 14-0176.

The pro forma consolidated financial statements for the year ended December 31, 2012, presented in Section 6.1.1.6 of the GDF SUEZ 2012 Registration Document, were the subject of a report by the Statutory Auditors, which contains no comments, presented in Section 6.1.2 of the 2012 GDF SUEZ Registration Document, which was filed with the AMF March 22, 2013 under number D. 13-0206."

Courbevoie, March 23, 2015 Chairman and Chief Executive Officer Gérard Mestrallet

7.5 STATUTORY AUDITORS

7.5.1 Statutory Auditors

Ernst & Young et Autres

Represented by Charles-Emmanuel Chosson and Pascal Macioce.

1/2, place des Saisons, 92400 Courbevoie – Paris La Défense 1

Ernst & Young et Autres has been a Statutory Auditor for the Company since January 1, 2002. Its term of office was renewed at the Combined Shareholders' Meeting of April 28, 2014 for a period of six years and will expire at the close of the 2020 Ordinary Shareholders' Meeting held to approve the financial statements for the fiscal year ending December 31, 2019.

Deloitte & Associés

Represented by Véronique Laurent.

185 Avenue Charles-de-Gaulle, 92524 Neuilly-sur-Seine

Deloitte & Associés has been a Statutory Auditor for the Company since July 16, 2008. Its term of office was renewed at the Combined Shareholders' Meeting of April 28, 2014 for a period of six years and will expire at the close of the 2020 Ordinary Shareholders' Meeting held to approve the financial statements for the fiscal year ending December 31, 2019.

7.5.2 Alternate Statutory Auditors

AUDITEX (for Ernst & Young et Autres)

1/2, place des Saisons, 92400 Courbevoie – Paris La Défense 1

Auditex has been an alternate Statutory Auditor for the Company since January 1, 2002. Its term of office was renewed at the Combined Shareholders' Meeting of April 28, 2014 for a period of six years and will expire at the close of the 2020 Ordinary Shareholders' Meeting held to approve the financial statements for the fiscal year ending December 31, 2019.

BEAS (for Deloitte & Associés)

195 avenue Charles-de-Gaulle, 92200 Neuilly-sur-Seine

BEAS has been an alternate Statutory Auditor for the Company since July 16, 2008. Its term of office was renewed at the Combined Shareholders' Meeting of April 28, 2014 for a period of six years and will expire at the close of the 2020 Ordinary Shareholders' Meeting held to approve the financial statements for the fiscal year ending December 31, 2019.

A

APPENDIX A – LEXICON

	PAGE		PAGE
UNITS OF ENERGY MEASUREMENT	388	SHORT FORMS AND ACRONYMS	389
Conversion Table	388	GLOSSARY	391
Units of Measurement	388

UNITS OF ENERGY MEASUREMENT

Conversion Table

1 kWh	0.09 m3 of natural gas (i.e. 1 m3 of gas = 11 kWh)
1 GWh	91,000 m3 of natural gas
1 TWh or 1 billion kWh	91 million m3
1 billion m3 of gas	6.2 million barrels of oil equivalent (Mboe)

The units of conversion mentioned above are those routinely used by professionals in the energy sector. In this document they are provided solely for information purposes.

Units of Measurement

A	Ampere
Bar	Unit of measurement of fluid pressure, particularly for natural gas (1 bar = 105 Pascal)
BOE	Barrel of oil equivalent (1 barrel = 159 liters)
G	Giga (one billion)
Gm3	Giga m3 (1 billion cubic meters)
GW	Gigawatt (1 billion watts)
GWh	Gigawatt-hour (1 million kilowatt-hours)
J	Joule
k	Kilo (one thousand)
kW	Kilowatt (one thousand watts)
kWh	Kilowatt-hour (one thousand watt-hours)
m	Meter
M	Mega (one million)
m2	Square meter
m3	Cubic meter
Mboe	Million barrels oil equivalent
Mtpa	Million metric tons per annum
MW	Megawatt (one million watts)
MWe	Megawatt electric
MWh	Megawatt-hour (one thousand kilowatt-hours)
MWp	Megawatt-peak (unit of measurement for the power of solar photovoltaic installations)
T	Tera (one thousand billion)
t/h	Metric tons per hour
TWh	Terawatt-hour (1 billion kilowatt-hours)
V	Volt
W	Watt
Wh	Watt-hour

SHORT FORMS AND ACRONYMS

ACP	Autorité de Contrôle Prudentiel des établissements bancaires (French prudential control authority for banking institutions)
AMF	Autorité des marchés financiers (French Financial Markets Authority)
B2B	Business to Business
B2C	Business to Consumer
BU	Business Unit
Capex	Capital expenditure
CER	Certified Emission Reduction – see Glossary
CNIL	Commission Nationale de l'Informatique et des Libertés (French national data protection and privacy commission)
CO2	Carbon dioxide
CRE	Commission de Régulation de l'Énergie (French energy regulator) – see Glossary
CSR	Corporate Social Responsibility
E&P	Exploration-Production of hydrocarbons
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EGI	Electric and Gas Industries – see Glossary
EM	Entities consolidated by equity method
EMAS	Eco Management and Audit Scheme – see Glossary
EMTN	Euro Medium Term Notes
ERM	Enterprise Risk Management
EU	UCITS
EUA	European Union Allowance
EWC	European Works Council
FC	Full Consolidation
GHG	Greenhouse Gas – see Glossary
GIE	GIE - Groupement d'intérêt économique - Economic Interest Group (EIG)
HR	Human Resources
IAS	International Accounting Standards, drawn up internationally by the IASB until 2002
IASB	International Accounting Standards Board
IFRS	International Financial Reporting Standards, drawn up internationally by the IASB since 2002
INCOME	Internal Control Management Efficiency (GDF SUEZ program)
IPP	Independent Power Producer – see Glossary
ISO	International Organization for Standardization – see Glossary
LNG	Liquefied Natural Gas – see Glossary
LPG	Liquefied Petroleum Gas – see Glossary
NGO	Non-governmental organization
NGV	Natural Gas Vehicle – see Glossary
NOx	Nitrogen oxide
NRE	New and renewable energy sources: including wind, solar and hydraulic
OECD	Organization for Economic Cooperation and Development
Opex	Operating expenses
PC	Proportional Consolidation
PEG	Plan d'Épargne Groupe, Group Employee Savings Plan
PPA	Power Purchase Agreement (often long-term)
PSI	Prestataire de Services d'Investissement (Investment Services Provider) – see Glossary
R&D	Research and Development
RAB	Regulated Asset Base – see Glossary
ROCE	Return on capital employed
ROE	Return on equity
SME	Small and medium-size enterprises
SO2	Sulfur dioxide
SRV	Shuttle Regasification Vessel (LNG carrier fitted with onboard regasifiers that can connect to an underwater buoy. This enables the regasified LNG to be directly injected into a pipeline network).

TMO	Taux mensuel obligataire - a monthly bond yield measured on the basis of the gross yield-to-maturity on fixed-rate bonds with at least 7 years to maturity issued on the French market in a given month.
TPA-d	Third Party Access to the distribution network – see Glossary
TSR	Total Shareholder Return – see Glossary
UCITS	Undertakings for Collective Investment in Transferable Securities (mutual funds)
VaR	Value at Risk – see Glossary
VPP	Virtual Power Plant – see Glossary

GLOSSARY

2P reserves	Proven and probable reserves: estimate of the hydrocarbon quantities (crude oil, natural gas and natural gas liquids) that can be extracted in the future, based on existing deposits and with a probability of at least 50% according to geological and technical data. Extraction must meet economic criteria that take into account future price changes, the appreciation of hydrocarbons and exchange rates.
Afep-Medef Code	Code of corporate governance for listed companies, in the version published by Afep-Medef in June 2013
Balancing area	The set of entry points, delivery points and a trading point of gas within which the consignor must achieve a balance.
Biogas	All gases, such as methane and carbon dioxide, resulting from the fermentation of organic waste in a depleted air environment such as landfills and wastewater treatment plants. Such fermentation is the result of a natural or controlled bacterial activity. As such, biogas is classified as a renewable energy source.
Biomass	Mass of non-fossil organic matter of biological origin. Part of these stocks may be used as an energy source.
Branch	Transmission installation ensuring delivery between the transmission grid and one or more delivery points, and aimed exclusively or primarily at supplying a customer or a distribution network. Connections are components of the network.
Certified Emission Reduction (CER)	Certificate issued to industries that have invested in developing countries to reduce greenhouse gas emissions there. CERs cannot be directly traded, but may be used in place of CO2 quotas, with one CER equal to one quota.
Chartering	A contract whereby a ship owner (the owner) commits to make a vessel available to a third-party (the charterer) in exchange for the payment of a sum (the freight charge). Several kinds of charters exist:
	• Demise charter: the vessel is delivered without any crew, fuel, or provisions;
	• Voyage charter: the owner commits to transfer a cargo from one port to another at an agreed price; • Time charter: the owner provides the charterer with the vessel for a specific time period (up to 20 years) together with crew, in return for a monthly fee based on tonnage.
Cogeneration	A technique that uses a single fuel, which may be natural gas, to simultaneously produce thermal energy (steam or overheated water or a mixture of air and combustion products) and electricity.
Combined cycle plant	A power plant comprising a gas turbine generator whose exhaust gases power a steam boiler. The steam produced in the boiler drives a turbo-generator.
Commission de Régulation de l'Électricité et du Gaz – CREG (Belgium)	The Belgian Gas and Electricity Regulation Commission is an independent body that advises public authorities on the organization and operation of the deregulated electricity and gas markets. CREG also monitors and supervises the enforcement of related laws and regulations.
	A General Council, composed of federal and regional government representatives:
	• representatives of labor organizations, employers and the middle classes,
	• environmental associations and producers, distributors and consumers, supervises this body's operations.
Commission de Régulation de l'Énergie – CRE (French)	The French Energy Regulation Commission is an independent administrative authority. It was created by the Act of February 10, 2000 to regulate electricity and its scope was extended to include the gas sector with the Act of January 3, 2003. Its main mission is to ensure the effective, transparent and non-discriminatory implementation of access to electricity and gas infrastructures.
	More generally, its role is to ensure that the gas and electricity markets operate properly.
Compression station	Industrial facility that compresses natural gas to optimize the flow of fluids in the pipes.
Connection structures	All the structures that connect a consumption site or distribution network to the transmission grid. Connection structures are made up of one or more distribution lines and one or more substations
Cushion gas	Quantity of gas stored underground that cannot be fully retrieved after it has been injected.
Dark spread	Gross margin of a coal plant, equal to the difference between the sale price of electricity and the purchase price of the fuel needed to produce it. The "dark spread" must cover the aggregate of other costs (including operation, maintenance, cost of capital and financial charges).
Desalination	A process used to reduce the salt concentration of sea water in order to make it fit for human or animal consumption as well as for other uses, especially industrial uses.
Developed proven reserves	Proven reserves that can be produced from existing facilities.
Distribution	Distribution networks are groups of physical structures consisting mainly of medium or low-pressure pipes. They route natural gas to consumers who are not directly connected to the main network or to a regional transmission network.
EBITDA at Risk	EBITDA at Risk measures the potential loss of EBITDA, at a given probability, under the impact of various prices and volatilities over a given time horizon. This indicator is especially well-suited for measuring market risks for portfolio management activities.
	If the time horizon provided is one calendar year, and the confidence interval is 95%, an EBITDA at Risk of €100 million indicates that there is a 5% probability of losing more than €100 million in EBITDA between January 1 and December 31 due to fluctuations in commodities prices.

Eco Management and Audit Scheme (EMAS)	Based on ISO 14001 certification and an environmental statement certified by European auditors accredited and published by the European Commission.
Electric and Gas Industries (EGI)	All the companies that produce, transmit or distribute electricity or gas in France and which meet the requirements of the Nationalization Act of April 8, 1946. The EGI sector includes all companies with employees that fall under the status of EGI employees.
Energy trading	Trading of physical or financial contracts on the short-term energy markets (over-the-counter markets and stock exchanges).
Exploration	All methods put to use to discover new hydrocarbon deposits.
Facilities Management	All the outsourced service and utility management services that accompany the supply of energy to an industrial client. These services concern the management of the client's environment. They include guard services, waste and hygiene, operation and maintenance of technical equipment, project management for construction work, management of safety equipment and telephone and reception services.
Gas Exchange Point	Virtual hub attached to a balancing area where a consignor can sell gas to another consignor.
Gas hub	Point of entry (connection point of a gas transmission network supplied from several sources.
	It enables operators to exchange gas physically between these sources and end users).
Gas pipeline	A pipeline that conveys fuel gas.
Green electricity	Certified electricity produced from renewable energy sources.
Greenhouse Gases (GHG)	Atmospheric gas that contributes to the retention of solar heat. Industries, automobiles, heating systems, animal breeding and other activities produce gases, some of which heighten the greenhouse effect. The greenhouse gas build-up produced by human activity is one of the causes of global warming and its impacts on the ecosystem.
Independent Power Producer	An electricity production company independent of public sector control.
(IPP)	IPPs are classified exclusively on the basis of the projects developed outside the country of origin.
Investment Services Provider (ISP)	Investment services provider approved by the Committee of European Bank Supervisors to transmit and process market orders.
ISO	International Organization for Standardization, the organization that defines reference systems (industrial standards used as benchmarks).
ISO 14001	An international standard that verifies a company's organizational procedures and methods, as well as the effective implementation of environmental policy and objectives.
ISO 9001	An international standard establishing quality criteria for work procedures.
	It applies to product design, control of the production and the manufacturing process and the quality control of the end product.
Liquefied Natural Gas (LNG)	Natural gas put into the liquid phase by lowering its temperature to -162 degrees Celsius, which makes it possible to reduce its volume by a factor of 600.
	Liquefied Petroleum Gas (LPG) Light hydrocarbons that are gaseous under normal temperature and pressure conditions and maintained in a liquid state by raising the pressure or lowering the temperature.
LNG tanker	A ship that transports liquefied natural gas (LNG) cooled to minus 163 degrees Celsius in its holds.
LNG terminal	Industrial facility that receives, unloads, stores, regasifies LNG and sends natural gas in the gaseous state to the transmission grid. Harbor facility with additional facilities, intended to receive ships that transport liquefied natural gas (LNG).
Load-matching	Term referring to the discrepancy between the actual conditions of a customer's gas consumption and those corresponding to standard purchases over the year of their average daily consumption. Variations (daily, weekly or seasonal) in consumption are generally covered by underground storage, to which customers and their suppliers may have access, either directly (in countries where third-party access to the facilities – regulated or negotiated – is provided) or via a load-matching service (as in the US).
Main network	All the high-pressure and large-diameter structures for transmitting natural gas that link the interconnection points with neighboring transmission grids, storage facilities and LNG terminals.
	These structures are connected to regional networks as well as certain industrial consumers and distribution networks.
Marketer	Seller of energy to third parties (end customer, distributor, etc.).
	Natural Gas for Vehicles (NGV) Entirely composed of natural gas, NGV is primarily used in urban transportation and waste treatment vehicles.
Natural gas liquefaction	Transformation of natural gas from gaseous form to liquid form to be transported by ship and/or stored.
Proven reserves	Estimates of crude oil, natural and liquid gas quantities based on geological and technical data with the reasonable assurance that these quantities will be extracted in coming years from existing deposits. Extraction must meet economic criteria that take into account future price changes, the appreciation of hydrocarbons and exchange rates.

Pumping station Power plant or facility that operates by moving water between reservoirs at different elevations. When electricity prices are low, typically overnight, electricity from the grid system is used to pump water into a raised reservoir and then at times of peak demand, when electricity prices are higher, the water is released back into the lower reservoir through a turbine. Regional network All the high-pressure and large-diameter structures that link the interconnection points with neighboring transmission grids, storage facilities and LNG terminals. Regional networks, distribution networks and certain industrial consumers are connected to them. Regulated Asset Base (RAB) The regulated asset base is the economic value, recognized by the regulator, of assets utilized by an operator of regulated infrastructures. Rights in kind of licensors The "Rights in kind of licensor" line item is an item specifically pertaining to companies that are utility operators. It offsets "fixed assets held under concession" on the balance sheet. Its valuation expresses the operator's obligation at the end of the contract to assign to the licensor, at no cost, the fixed assets assigned to the licensed utilities, such that at the end of a given contract, the value of the "Rights in kind of licensor" is equal to the carrying amount of fixed assets that are to be returned to the licensor. Spark spread Gross margin of a natural gas plant, equal to the difference between the sale price of electricity and the purchase price of the fuel needed to produce it. The "spark spread" must cover all other costs (including operation, maintenance, cost of capital and financial costs). Spot market A market for the short-term purchase and sale of energy (for the day or up to three years). Storage Facility that allows natural gas to be stored in the summer when consumption is at its lowest and to take natural gas out of storage in winter when consumption is higher. Gas storage is an industrial facility, mainly underground, that enables natural gas suppliers to have a natural gas reserve. Stress test Test performed in order to assess resistance to a disaster scenario. Take-or-Pay Long-term contract where the producer guarantees the supply of gas to an operator and the operator guarantees payment, regardless of whether or not the operator takes delivery. Thermal power plant Facility in which the chemical energy contained in solid, liquid, or gaseous fossil fuel is transformed exclusively into electricity using boilers and steam turbines. Third-Party network access The recognized right of each user (eligible customer, distributor and producer) to access transmission or distribution systems in exchange for payment of access rights. Tolling Contract for the transformation of a fuel (e.g. natural gas) into electricity on behalf of a third party. Total Shareholder Return (TSR) Return of a share over a given period that includes dividends paid and capital gains realized. Transmission Transmission networks are groups of structures consisting of high-pressure pipes. They convey natural gas to industrial consumers who are directly connected and to distribution networks. Transmission capacity The highest permissible continuous load of the transmission equipment with respect to the stability of its operating parameters and voltage drop. Treasury stock Shares of the Company purchased by the latter, by virtue of authorization given by the General Shareholders' Meeting. These shares do not have voting rights attached. Treasury stock (in subsidiaries) Shares of a company owned by subsidiaries controlled by the company. They do not carry voting rights. Underground storage Use of porous geological formations, natural or artificial cavities (saline or aquifer) to store liquid or gaseous hydrocarbons. Undeveloped proven reserves Proven reserves that require new wells to be drilled on virgin territory, or significant extra investment in existing facilities, such as a compression unit. Value-at-Risk (VaR) Value-at-Risk is a global indicator that measures the portfolio's exposure to risks of price fluctuations and market volatility. It indicates maximum potential loss that should only be exceeded with a given probability over a given time horizon. This indicator is especially well-suited for measuring market risks for trading activities. For example, for a one-day time horizon and 99% confidence interval, a VaR of €5 million indicates that there is a 1% probability of losing more than €5 million a day, i.e., two to three times a year. Virtual Power Plant (VPP) Virtual production capacity. This is a system that makes a production capacity band available to a third party, in exchange for remuneration, without the third party owning a share in an asset or being the asset operator. Well head All the connections, valves, pipes, manometers, thermometers, etc. installed at the production well top. Working volume Gas available in underground storage and capable of being tapped.	Public-Private Partnership (PPP)	The PPP is a contractual arrangement whereby the public sector authority assigns certain tasks to a private operator and specifies objectives. The public sector partner defines the service objectives for the private operator, while retaining ownership of the infrastructure and regulatory control. Local authorities are increasingly resorting to PPP agreements in managing their water services.

B

APPENDIX B – COMPARISON TABLES

	PAGE		PAGE
COMPARISON TABLE WITH REGULATION (EC) 809/2004	396	INFORMATION RELATING TO THE MANAGEMENT REPORT	402
CORPORATE, ENVIRONMENTAL AND SOCIAL INFORMATION	399	INFORMATION RELATING TO THE ANNUAL FINANCIAL REPORT	404

COMPARISON TABLE WITH REGULATION (EC) 809/2004

This Registration Document includes all the items required by Appendix 1 of regulation (EC) 809/2004, as presented in the table below:

Information required under Appendix 1 of regulation (EC) 809/2004			Section of the Registration Document	Page
1.		Parties responsible	7.4. Parties responsible for the Registration Document
	1.1.	Parties responsible	7.4.1. Parties responsible for the Registration Document	385
	1.2.	Declaration by the parties responsible	7.4.2. Declaration by the parties responsible for the Registration Document containing the Annual Financial Report	385
1.		Statutory Auditors	7.5. Statutory Auditors	386
	2.1.	Statutory Auditors
	2.2.	Resignation or departure of Statutory Auditors
3.		Selected financial information	1.2.1. Group Financial Data	9
4.		Risk factors	2. Risk factors	51
5.		Information about the issuer
	5.1.	History and evolution of the Company	1.1.2. History and evolution of the Company	4
	5.2.	Investments
		5.2.1. Principal investments	6.1.1.4.3. Net investments	188
		5.2.2. Major investments in progress	1.1.4. Strategic priorities	6
			1.3 Description of business lines	13
		5.2.3. Major investments planned by the issuer	1.1.4. Strategic priorities	6
6.		Business overview
	6.1.	Principal activities	1.1.1. General presentation	4
			1.1.3. Organization	5
			1.2. Key figures	9
			1.1.4. Strategic priorities	6
			1.3. Description of business lines	13
	6.2.	Main markets	1.1.6. Competitive positioning	8
			1.1.4. Strategic priorities	6
			1.3. Description of business lines	13
	6.3.	Exceptional events	N/A
	6.4.	Degree of dependence on patents, licenses or contracts	1.5. Innovation, research and development policy	48
			2.3. Operating risks	58
	6.5.	Competitive position	1.1.6. Competitive positioning	8
7.		Organizational structure
	7.1.	Brief description of the Group	1.1.3. Organization	5
	7.2.	List of significant subsidiaries	6.2. Consolidated Financial Statements – Note 3 (Main subsidiaries at December 31, 2014)	225
8.		Real estate, plant and equipment
	8.1.	Material tangible fixed assets	1.4. Real estate, plant and equipment	45
	8.2.	Environmental issues potentially affecting the use of the tangible fixed assets	3.3. Environmental information	83
9.		Operating and financial review	6.1.1. Management report	176
		10. Capital resources	6.1.2. Cash and shareholder's equity	193
	10.1.	Shareholders' equity	6.1.1.5. Other items in the statement of financial position	189
	10.2.	Cash flows	6.1.1.4. Changes in net debt	187
	10.3.	Borrowing requirements and funding structure	6.1.2.1. Borrowing conditions and financial structure applicable to the Issuer	193
			5.1.6. Non-equity	165
			6.2. Consolidated Financial Statements – Note 16 (Financial instruments)	275
	10.4.	Restrictions regarding the use of capital	6.1.2.2. Restrictions on the use of capital	193

APPENDIX B – COMPARISON TABLES COMPARISON TABLE WITH REGULATION (EC) 809/2004

	Information required under Appendix 1 of regulation (EC) 809/2004	Section of the Registration Document	Page
10.5.	Expected sources on financing to honor commitments relative to investment decisions	6.1.2.3. Expected sources on financing to honor commitments relative to investment decisions	194
	11. Research and development, patents and licenses	1.5. Innovation, research and development policy	48
	12. Information about trends
12.1.	Significant recent trends in production, sales and inventory,	1.1.4. Strategic priorities	6
	and costs and selling prices	6.1.1.1. Revenue and earnings trends	177
12.2.	Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects	6.1.1.8. Outlook	193
	13. Earnings forecasts or estimates	N/A
	14. Administrative, management, and supervisory bodies and general management
14.1.	Information concerning the members of corporate governance bodies and general management	4.1.1. Board of Directors: Composition – Terms of office – Information – Independence	100
		4.3.1. General Management Committee	125
		4.3.2. Executive Committee	126
14.2.	Conflicts of interest in administrative, management, and supervisory bodies and general management	4.1.1.5. Independence of Directors in office – Conflicts of interest	111
	15. Compensation and benefits
15.1.	Amount of compensation paid and benefits in kind	4.5. Compensation and benefits paid to members of corporate governance and management bodies	132
15.2.	Total amounts set aside or accrued to provide pension, retirement or similar benefits	4.5.3. Retirement provision	143
	16. Board practices
16.1.	Term of office of Directors	4.1.1.2. Directors in office	101
16.2.	Service contracts with the Directors providing for benefits upon their termination	4.4.3. Service contracts binding members of corporate governance bodies	132
16.3.	Audit Committee and Compensation Committee	4.1.5. Standing committees of the Board of Directors	114
16.4.	Compliance with applicable corporate governance regime(s)	4.1.4.2. Organization and operating procedures of the Board of Directors	113
17. Employees
17.1.	Number of employees and breakdown by category	3.2.7. Social data	76
17.2.	Shareholding and stock options	4.1.1.4. Number of GDF SUEZ shares and stock options held by Directors in office at December 31, 2014	111
		4.5. Compensation and benefits paid to members of corporate governance and management bodies	132
17.3.	Arrangements for involving employees in the capital of the issuer	3.2.5. Employee shareholding	73
	18. Major shareholders
18.1.	Statutory disclosure thresholds	5.2.3. Disclosure thresholds	173
18.2.	Voting rights	5.1.1. Share capital and voting rights	158
18.3.	Control	5.2.2. Breakdown of share capital – Changes in shareholding	172
		5.2.4. Golden share	173
18.4.	Agreements relating to change of control	5.2.4. Golden share	173
	19. Related party transactions	4.4. Statutory Auditors' special report on regulated agreements and commitments, transactions with related parties, service contracts	127
	20. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses
20.1.	Historical financial information	6.2. Consolidated Financial Statements	195
		6.3. Statutory Auditor's Report on the Consolidated Financial Statements	327
		6.4. Parent Company Financial Statements	329
		6.5. Statutory Auditor's report on the Parent Company Financial Statements	376
20.2.	Pro forma financial information	N/A

	Information required under Appendix 1 of regulation (EC) 809/2004	Section of the Registration Document	Page
20.3.	Consolidated financial statements	6.2. Consolidated Financial Statements	195
		6.3. Statutory Auditor's Report on the Consolidated Financial Statements	327
	20.4. Auditing of historical annual financial information
	20.4.1. Statement of audit of historical financial information	6.3. Statutory Auditor's Report on the Consolidated Financial Statements	327
		6.5. Statutory Auditor's report on the Parent Company Financial Statements	376
	20.4.2. Other information in the Registration Document, which has been audited by the Statutory Auditors	N/A
	20.4.3. Source of financial information appearing in the Registration Document, which is not extracted from the issuer's audited financial statements	N/A
20.5.	Age of latest financial information	6.2. Consolidated Financial Statements	195
		6.4. Parent Company Financial Statements	329
20.6.	Interim and other financial information	N/A
20.7.	Dividend distribution policy	5.2.5. Dividend distribution policy	174
20.8.	Legal and arbitration proceedings	6.2. Consolidated Financial Statements - Note 28 (Legal and anti-trust proceedings)	320
		2.3.3. Legal risks	60
		7.2. Legal and arbitration proceedings - Competition and industry concentration	383
20.9.	Significant change in the issuer's financial or trading position	6.2. Consolidated Financial Statements – Note 29 (Subsequent Events)	325
	21. Additional information
	21.1. Share capital
	21.1.1. Authorized capital and shares not issued	5.1.1. Share capital and voting rights	158
		5.1.2. Potential capital and share equivalents	158
		5.1.3. Authorizations and their utilization related to share capital and share equivalents	159
	21.1.2. Shares not representing capital	5.1.6. Non-equity	165
	21.1.3. Shares held by the issuer or its subsidiaries	5.1.5. Stock repurchase	164
	21.1.4. Convertible securities, exchangeable securities or securities with warrants	N/A
	21.1.5. Vesting rights and/or obligations attached to authorized but unissued capital or an undertaking to increase the capital	N/A
	21.1.6. Options on the capital of members of the Group	5.2.4. Golden share	173
	21.1.7. History of share capital	5.1.4. Five-year summary of changes in the GDF SUEZ share capital	162
21.2.	Act incorporating documents and bylaws	7.1. Specific statutory provisions and bylaws	378
	21.2.1. Issuer's objects and purposes	7.1.1. Issuer's corporate purpose	378
	21.2.2. Corporate governance bodies	7.1.2. Corporate governance bodies	378
	21.2.3. Rights, privileges and restrictions attached to shares	7.1.3. Rights, privileges and restrictions attached to shares	381
	21.2.4. Amending the rights of shareholders	7.1.4. Change in rights attached to shares	382
	21.2.5. Shareholders' Meetings	7.1.5. Shareholders' Meetings	382
	21.2.6. Provisions having an effect of delaying, deferring or	5.2.4. Golden share	173
	preventing a change in control of the issuer	7.1.3. Rights, privileges and restrictions attached to shares	381
	21.2.7. Disclosure of crossing statutory thresholds	7.1.6. Provisions relating to the disclosure of interests	382
			383
	21.2.8. Changes in share capital	7.1.7. Changes in share capital
	22. Material contracts	6.1.2. Cash and shareholder's equity 6.2. Consolidated Financial Statements – Note 5 (Main	193 240

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APPENDIX B – COMPARISON TABLES CORPORATE, ENVIRONMENTAL AND SOCIAL INFORMATION

Information required under Appendix 1 of regulation (EC) 809/2004	Section of the Registration Document	Page
24. Documents accessible to the public	7.3. Documents accessible to the public	384
25. Information on holdings	6.2. Consolidated Financial Statements – Note 4 (Investments in entities accounting for using the equity method)	231

CORPORATE, ENVIRONMENTAL AND SOCIAL INFORMATION

This Registration Document includes all items required under Article R. 225-105-1 of the French Commercial Code, as presented in the following table:

Items required		Section of the Registration Document	Page
Social Information
Employment	The total number and distribution of employees by sex, age and geographic area	3.2.7 Social data	76
	Recruitment and dismissals	3.2.1.1 Recruiting for Development	69
		3.2.7 Social data	76
	Compensation and changes in	3.2 Social Information	69
	compensation	3.2.4 Employee savings plans	73
		3.2.7 Social data	76
		6.2. Consolidated Financial Statements – Note 7-7.2	253
Work organization	Work time organization	3.2.7 Social data	76
	Absenteeism	3.2.7 Social data	76
Social relations	The organization of social dialogue, including procedures for informing and consulting staff, and negotiating therewith.	3.2.3 Social relations	72
	Summary of collective bargaining agreements	3.2.3 Social relations	72
Health and Safety	Occupational health and safety conditions	3.2.6 Health and safety policy	74
	Summary of collective bargaining agreements with trade unions or staff representatives on matters of occupational health and safety	3.2.6 Health and safety policy	74
	Occupational accidents, including their frequency and severity, and occupational illnesses	3.2.7 Social data	76
Training	Policies implemented for training	3.2.1.3 Learning for Development	70
	Total number of training hours	3.2.7 Social data	76
Equal treatment	Measures taken to promote gender equality	3.2.1 The Group's human resources development policies	69
	Measures taken to promote the employment and integration of persons with disabilities	3.2.2 Social commitment: Building a company committed to corporate citizenship, diversity and solidarity	70
	Anti-discrimination policy	3.2.7 Social data	76
Promotion and compliance	Respect for freedom of association	3.2.3.2 Collective bargaining agreements	72
with the fundamental conventions of the International Labor Organization regarding	and the right to collective bargaining	3.1 Ethics and compliance	68
	Elimination of discrimination in	3.2.3.2 Collective bargaining agreements	72
	matters of employment and occupation	3.1 Ethics and compliance	68
	Elimination of forced or compulsory	3.2.3.2 Collective bargaining agreements	72
	labor	3.1 Ethics and compliance	68

Items required		Section of the Registration Document	Page
	Effective abolition of child labor	3.2.3.2 Collective bargaining agreements	72
		3.1 Ethics and compliance	68
Environmental information
General environmental policy	The organization of the Company to take into account environmental issues and, where appropriate, environmental evaluation or certification procedures	3.3.2 The environmental management system	84
	Training and information for employees on environmental protection	Apart from training in the use of technical tools in the field, the environment is not the subject of specific training but is rather integrated into other training courses such as those in the health and safety area.
	Resources allocated to the prevention of environmental risks and pollution	3.3.4.9 Active prevention of environmental risks	91
	Amount of provisions and guarantees for environmental risks, provided that such information is not likely to cause 3.3.4.9 serious prejudice to the Company in an ongoing dispute	6.2 Consolidated Financial Statements – Note 19 (Provisions) 3.3.4.4 Nuclear energy Active prevention of environmental risks 3.3.4.11 Land use	300 89 91 91
Pollution and Waste Management	Measures for the prevention, reduction or repair of discharges into air, water and soil seriously affecting the environment	3.3.4.6 Waste	90
	Measures for the prevention, recycling and disposal of waste	3.3.4.6 Waste	90
	Consideration of noise and all other forms of pollution specific to an activity	3.3.4.10 Noise	91
Sustainable use of resources	Water consumption and supply based on local restrictions	3.3.4.5 Water	89
	Consumption of raw materials and measures taken to improve efficiency in their use	3.3.4.3 Energy efficiency	88
	Energy consumption, measures take to improve energy efficiency and the use of renewable energy	3.3.4.3 Energy efficiency	88
	Land use	3.3.4.11 Land use	91
Climate change	Greenhouse gas emissions	3.3.4.1 Climate change	87
	Adapting to the consequences of climate change	3.3.4.1 Climate change	87
Protection of biodiversity	Measures taken to conserve or enhance biodiversity	3.3.4.8 Management of biodiversity	90
Corporate social commitments
impact of the Company's business:	Territorial, economic and social In terms of employment and regional development	3.4.1 Socio-economic development in local communities	92
	On neighboring or local populations	3.4.1 Socio-economic development in local communities	92
Relations with people or organizations affected by the Company's activity, including associations for social integration, educational institutions, environmental protection associations, consumer associations and local residents	Conditions for dialogue with these people or organizations	3.4.2 Stakeholder dialogue and partnerships	92
	Partnership or philanthropy actions	3.4.3 Community philanthropy, solidarity and combating energy poverty	93

APPENDIX B – COMPARISON TABLES CORPORATE, ENVIRONMENTAL AND SOCIAL INFORMATION

Items required		Section of the Registration Document	Page
Subcontracting and suppliers	Consideration given in the purchasing policy to social and environmental issues.	3.4.4 Purchases, subcontracting and suppliers	93
	The importance of subcontracting and consideration given to suppliers and subcontractors' social and environmental responsibility policies	3.4.4 Purchases, subcontracting and suppliers	93
Fairness of commercial	Actions taken to prevent corruption	3.1.1 Ethics policy	68
practices		3.1.3 Ethical compliance	68
	Measures taken to promote the health and safety of consumers	3.1.1 Ethics policy	68
	Other actions taken as part of this Item 3 to promote human rights	3.1.1 Ethics policy	68

INFORMATION RELATING TO THE MANAGEMENT REPORT

This Registration Document includes all items of the management report that are required under current laws and regulations. The following table presents items from the GDF SUEZ Management Report as at December 31, 2014:

Legislative or regulatory reference	Items required	Section of the Registration Document	Page
I – Activity
L. 232-1-II of the French	Company's situation over the past fiscal year	6.1.1 Management report	176
Commercial Code		6.2. Consolidated Financial Statements	195
	Foreseeable developments and future outlook	6.1.1.8. Outlook	193
	Significant events, which have occurred between the date the fiscal year ended and the date on which the Management Report was drawn up	6.2. Consolidated Financial Statements – Note 29 (Subsequent events)	325
	Research and development activities	1.5. Innovation, research and development policy	48
		6.2. Consolidated Financial Statements – Note 14.2 (Research and development costs)	272
R. 225-102 para. 1 of the	Activities of the Company and its subsidiaries over the past fiscal year	1.1.1. General Presentation	4
French Commercial Code		1.1.3. Organization	5
		1.2. Key figures	9
		1.1.4. Strategic Priorities	6
		1.3. Description of business lines	13
L. 233-6, para. 2 of the	Activities and revenues of the Company and	6.1.1.1. Revenue and earnings trends	177
French Commercial Code	its subsidiaries by business line	6.1.1.2. Business trends	179
L. 225-100 para. 3	Information relating to business trends, results and	6.1.1 Management report	176
(1st sentence) and para. 5 of the French Commercial Code L. 225-100-2 para. 1 of the French Commercial Code	financial situation of the Company and the Group (particularly debt situation)	6.1.2.1. Borrowing conditions and financial structure applicable to the Issuer	193
L. 225-100 para. 4 and 6 of	Description of the main risks and uncertainties and	2 Risk factors	51
the French Commercial Code L. 225-100-2 para. 2 and 4 of the French Commercial	indications as to the use of financial instruments, for the Company and the Group	6.2. Consolidated Financial Statements – Note 17 (Risks arising from financial instruments)	285
Code L. 441-6-1 of the French	Information on terms of payment with suppliers	6.1.1.7. Parent Company Financial Statements	192
Commercial Code D. 441-4 of the French Commercial Code
II – Financial information
L. 233-13 of the French Commercial Code	Breakdown and changes in shareholding structure	5.2.2. Breakdown of share capital – Changes in shareholding	172
		5.2.4. Golden Share	173
		5.2.3. Disclosure thresholds	173
	Names of controlled companies with a stake in the Company's treasury stock and proportion of capital thereby held	N/A
L. 233-6, para. 1 of the French Commercial Code	Significant equity stakes over the fiscal year in companies with their head office in France	6.2. Consolidated Financial Statements – Note 5 (Main changes in Group structure)	240
R. 225-102, para. 2 of the French Commercial Code	Table showing the Company's results for each of the last five fiscal years	6.4.4. Five-year financial summary of the Company	375
L. 225-211 of the French	Purchase and sale by the Company of its own shares	5.1.5. Stock repurchase	165
Commercial Code		6.2. Consolidated financial statements - Note 18 (Equity)	297
L. 225-102 para. 1 L. 225-180 of the French	Employee's stake in share capital	5.2.2. Breakdown of share capital – Changes in shareholding	172
Commercial Code		3.2.5. Employee profit sharing – Employee shareholding	73

APPENDIX B – COMPARISON TABLES INFORMATION RELATING TO THE MANAGEMENT REPORT

Legislative or regulatory reference	Items required	Section of the Registration Document	Page
L. 225-102 para. 2 of the French Commercial Code	Equity acquired by employees in an employee buyout	N/A
L. 225-100, para. 7 of the French Commercial Code	Table summarizing current authorizations granted by the Shareholders' Meeting for capital increases	5.1.3 Authorizations and their utilization related to share capital and share equivalents	159
R. 228-90 and R. 228-91 of the French Commercial Code	Any adjustments for share equivalents in the event of share buybacks or financial transactions	N/A
III – Legal and tax information
Article 243 (a) of the French Tax Code	Amount of dividends distributed for the previous three fiscal years	5.2.5. Dividend distribution policy	174
L. 464-2, para. 5 of the French Commercial Code	Injunctions or financial sanctions for anti-trust practices	6.2. Consolidated financial statements - Note 28.2 (Competition and concentration)	324
		2.3.3. Legal risks	60
		7.2. Legal and arbitration proceedings - Competition and industry concentration	383
L. 225-100-3 of the French Commercial Code	Information potentially impacting a tender offer	4.1.1. Board of Directors: Composition – Terms of office – Information – Independence	100
		4.5. Compensation and benefits paid to members of corporate governance and management bodies	132
		5.1.3 Authorizations and their utilization related to share capital and share equivalents	159
		5.2.2. Breakdown of share capital – Changes in shareholding	172
		5.2.4. Golden Share	173
		5.2.3. Disclosure thresholds	173
		7.1. Specific statutory provisions and bylaws	378
		3.2.5. Employee profit sharing – Employee shareholding	73
R. 225-104 of the French Commercial Code	Social Information	3.2. Social Information	69
IV – Information relating to corporate officers
L. 225-102-1 para. 1 to 3 of the French Commercial Code	List of all terms of office and functions carried out in 4.1.1.3. Information about the Directors in office at any company by each corporate officer over the fiscal year	December 31, 2014	103
L. 225-102-1 para. 4 of the French Commercial Code	Compensation and benefits of any kind paid to each corporate officer by the Company, the	4.5. Compensation and benefits paid to members of corporate governance and management bodies	132
	companies that it controls and its holding company over the fiscal year	4.5.1. Compensation of executive management and corporate officers	132
L. 225-185 para. 4 of the French Commercial Code	In the event stock options are awarded, details of information upon which the Board of Directors based their decision:	4.5.5.1 Availability of shares resulting from the exercise of stock options and of performance shares	145
	• either to prohibit directors from exercising their options before leaving office; or
	• to oblige them to hold all or part of the shares resulting from options already exercised until they leave office
L. 621-18-2 of the French Monetary and Financial Code Article 223-26 of the AMF General Regulations	Information on transactions by directors and related 4.5.10. Summary of transactions disclosed by parties involving the Company's shares	executive management and corporate officers in fiscal year 2014	156
French Commercial Code	L. 225-197-1, II para. 4 of the In the event bonus shares are awarded, details of information upon which the Board of Directors based their decision:	4.5.5.1 Availability of shares resulting from the exercise of stock options and of performance shares	145
	• either to prohibit directors from selling shares awarded to them free of charge before leaving office; or
	• to establish the quantity of such shares that they are obliged to hold until they leave office
V - Environmental and HR information

Legislative or regulatory
reference	Items required	Section of the Registration Document	Page
L. 225-102-1 para. 5 and R. 225-105 of the French Commercial Code	Environmental information	2.4. Industrial risks	61
		2.2.3 Impact of Climate	57
		3.3. Environmental information	83
L. 225-102-2 of the French Commercial Code	Specific information for companies operating at least one site classified as "high threshold" Seveso	2.4.1 Industrial facilities and Seveso sites	62
		3.3. Environmental information	83
L. 225-102-1 para. 4 and R. 225-104 of the French Commercial Code	Social Information	3.2. Social Information	69

INFORMATION RELATING TO THE ANNUAL FINANCIAL REPORT

This Registration Document includes all items of the annual financial report, as mentioned in Articles L. 451-1-2 of the French Monetary and Financial Code and as required by Article 222-3 of the AMF's general regulations.

The following table summarizes items in the Annual Financial Report:

Items required	Section of the Registration Document	Page
Parent Company Financial Statements	6.4. Parent Company Financial Statements	329
Group Consolidated Financial Statements	6.2. Consolidated Financial Statements	195
Management report	See specific comparison table above
Declaration by the Party Responsible for the Annual Financial Report	7.4.2 Declaration by the parties responsible for the Registration Document containing the Annual Financial Report	385
Statutory Auditor's Report on the Parent Company Financial Statements	6.5. Statutory Auditor's report on the Parent Company Financial Statements	376
Statutory Auditor's Report on the Consolidated Financial Statements	6.3. Statutory Auditor's Report on the Consolidated Financial Statements	327
Statutory Auditors' Fees	6.2. Consolidated financial statements – Note 30 (Fees paid to Statutory Auditors and members of their networks)	326
Report of the Chairman of the Board on the terms and conditions governing the preparation and organization of the work of the Board of Directors and the internal control procedures implemented by the Company	4.1. Report by the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures	100
Statutory Auditors' Report, prepared in compliance with Article L. 225-235 of the French Commercial Code (code de commerce), on the report prepared by the Chairman of the Board of Directors of GDF SUEZ	4.2. Statutory Auditors' Report, prepared in compliance with Article L. 225-235 of the French Commercial Code (code de commerce), on the report prepared by the Chairman of the Board of Directors of GDF SUEZ	124

The present document was produced by an eco-responsible printer on paper of certified origin. It is available on the website gdfsuez.com, where all the Group's publications can be viewed, downloaded or ordered.

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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

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