A AREVA

April 14, 2017 NRC:17:020

U.S. Nuclear Regulatory Commission Document Control Desk 11555 Rockville Pike Rockville, MD 20852

AREVA Nuclear Materials, LLC Eagle Rock Enrichment Facility NRC Docket No: 70-7015 License SNM-2015 Export License XSOU8780

AREVA NC, Inc. d/b/a AREVA Nuclear Materials, LLC Lucky Mc Uranium Mill NRC Docket No. 40-2259 License SUA-672

TN Americas, LLC Export Licenses XSNM3643 & XSNM3722

CB&I AREVA MOX Services, LLC 'Mixed Oxide Fuel Fabrication Facility NRC Docket No. 070-03098 Construction Authorization No. CAMOX-001

AREVA Inc. Richland, Washington Fuel Manufacturing Facility NRC Docket No. 70-1257 License SNM-1227 Export Licenses XSNM03471, XSNM3551, XSNM3697, XSNM3747, XSOU8833, XCOM 1202 & IW009

AREVA Internal Reorganization and Indirect Transfer to EDF: Request for NRC Consent to License Transfers

/ On behalf of itself and its affiliates, including AREVA Nuclear Materials LLC (ANM) and TN Americas, LLC (TN Americas), and its corporate parent companies, AREVA Inc. (AREVA) requests consent of the U.S. Nuclear Regulatory Commission (NRC) to the indirect transfers of control for the following licenses currently held by AREVA: /VJ /) O /..p • License SNM-1227 for the Richland, Washington Fuel Manufacturing Facility; • Export License No. XSNM3471; V(}o:J • Export License No. XSNM3551; f\J tllJ 55 DI AREVA INC.

3315 Old Forest Road, Lynchburg, VA 24501 Tel.: 434 832 3000 - www.areva.com Document Control Desk NRC:17:020 April 14, 2017 Page2

• Export License No. XSNM3697; • Export License No. XSNM3747; • Export License No. XSOU8833; • Export License No. XCOM1202; and • Import License No. IW009.

The attached license transfer application (L TA) is submitted pursuant to Section 184 of the Atomic Energy Act of 1954, as amended, and the NRC's implementing regulations in 10 CFR 70.36, 10 CFR 110.50, and 10 CFR 110.51. The requested consents and approvals are necessary to support two transactions involving indirect license transfers: (a) a planned internal reorganization within the AREVA family of companies, in the United States and in France, including a new intermediate owner of AREVA, New NP SA, that will be directly owned by the ultimate parent holding company, AREVA SA; and (b) transfer of a controlling interest in AREVA to Electricite de France (EDF). As a result of the planned transactions, EDF, which is controlled by the French Government, will gain indirect control of AREVA through an intermediate holding company. EDF is controlled by the French Government. Therefore, as a result of restructuring, AREVA will remain ultimately controlled by the French Government. EDF's Consolidated Financial Statements extracted from its 2015 Annual Report are provided as Attachment 2.

As an initial step, New AREVA Holdings SAS will be decoupled from AREVA SA and no longer controlled by AREVA SA, but it will continue to be owned and controlled by the French Government. This initial step does not involve any transfer of control, but rather AREVA SA will no longer be in the chain of control. Figures 1-4 show the existing ownership structure and the resulting ownership structures: (1) existing ownership structure; (2) decoupling; (3) internal restructuring; and (4) transaction with EDF acquiring control.

AREVA currently anticipates that the internal reorganization activities will be completed by December 1, 2017, with the decoupling of New AREVA Holdings SAS from AREVA SA potentially completed as early as June of 2017. The acquisition of the controlling indirect interests in AREVA by EDF is expected to be completed by December 31, 2017. As a result of the decoupling of New AREVA Holdings SAS from AREVA SA, indirect control of AREVA will be separated from ANM. While AREVA will become indirectly controlled by EDF, ANM will remain indirectly controlled by the French Government, though with the ownership of AREVA SA removed. AREVA SA is a publicly traded company, but a controlling ownership interest is held by the French Alternative Energies and Atomic Energy Commission (Le Commissariat a l'energie atomique et aux energies alternatives). As such, AREVA SA is ultimately controlled by the French Government, and the decoupling of New AREVA Holdings SAS from AREVA SA does not constitute an indirect transfer of control of ANM (or TN Americas) requiring prior, written NRC approval.

ANM currently holds the following licenses: Eagle Rock Enrichment Facility, License No. SNM- 2015; the Lucky Mc Mill Tailings facility license, SUA-672; and Export License No. XSOU8780. TN Americas also holds the following licenses: Export License Nos. XSNM3643 and XSNM3722.

ANM has a minority, thirty percent (30%), non-controlling interest in CB&I AREVA MOX Services, LLC (MOX Services), which holds Construction Authorization No. CAMOX 001 for the Mixed Oxide Fuel Fabrication Facility. The proposed transactions will not affect CB&l's controlling seventy percent (70%) interest in MOX Services, and therefore, the proposed transactions do not require NRC's prior consent pursuant to 1O CFR 70.36. This is consistent with NRC's recent determination approving an internal reorganization of AREVA's U.S. affiliates on September 30, 2016. (ADAMS Accession No. ML 16264A283.) Document Control Desk NRC:17:020 April 14, 2017 Page 3

The enclosed LTA describes the planned internal reorganization, including the decoupling of New AREVA Holdings SAS as well as the indirect transfers of control over AREVA through the creation of a new intermediary holding company and then through a transfer of a controlling interest in this intermediate company to EDF. The application also addresses the criteria set forth in Volume 15 of NUREG 1556, Revision 1, "Consolidated Guidance About Materials Licenses - Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses" (June 2016), and provides similar information as that described in Regulatory Issue Summary 2008-19.

No changes are proposed in relevant personnel, licensee organization, location, facilities, equipment or procedures that relate to the licensed programs. Surveillance and decommissioning records and financial assurance for decommissioning will continue to be handled in accordance with NRC requirements. There will be no direct transfer of any license under the proposed transactions and the relevant entities have agreed to adhere to applicable constraints, conditions, requirements and commitments.

AREVA anticipates that following ED F's acquisition of the company at the end of 2017, it will likely choose a new name for the company and re-brand the business. Once these decisions are made in the future, AREVA will file appropriate administrative amendments to its licenses to conform the licenses to the new name.

AREVA appreciates the NRC's prompt review of this notification. If you have any questions related to this information, please contact either Gary Peters at 434-832-3945, or by email at [email protected] or David Royer at 434-832-3550, or by email at [email protected].

Sincerely, ~·. David Royer Vice President & General Counsel for Gary Peters, Director, Regulatory Affairs AREVA Inc.

Attachments: 1. License Transfer Application, "AREVA Internal Reorganization and Indirect Transfer to EDF: Request for NRC Consent to Indirect License Transfers" Figure 1, "Simplified Organization Chart (Current)" Figure 2, "Simplified Organization Chart (Post Internal Decoupling)" Figure 3, "Simplified Organization Chart (Post Internal Reorganization)" Figure 4, "Simplified Organization Chart (Post Transaction with EDF)" 2. Extract from EDF's 2015 Annual Report- Consolidated Financial Statements cc: J. G. Rowley Project 728 Page A1-1

Attachment 1 AREVA Internal Reorganization and Indirect Transfer to EDF: Request for NRC Consent to Indirect License Transfers

Pursuant to Section 184 of the Atomic Energy Act of 1954 (AEA), as amended and 10 CFR §§ 70.36, 110.50, and 110.51, and in accordance with "Consolidated Guidance About Materials Licenses - Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses," U.S. Nuclear Regulatory Commission, NUREG- 1556, Vol. 15, Rev. 1 (June 2016) and Regulatory Issue Summary 2008-19, AREVA Inc. (AREVA) hereby provides prior written notification to the U.S. Nuclear Regulatory Commission (NRC) concerning a planned internal reorganization within the AREVA family of companies in the United States and France in 2017. AREVA seeks prior written consent for the indirect transfer of control of AREVA's NRG-issued licenses in this internal reorganization. AREVA also seeks prior written consent for the indirect transfer of control to Electricite de France (EDF), after the completion of the internal reorganization. As part of these two proposed transactions, AREVA requests consent of the U.S. Nuclear Regulatory Commission (NRC) to the indirect transfers of control of the licenses listed below held by it. There will be no transfer, direct or indirect, of the licenses held by AREVA affiliates AREVA Nuclear Materials LLC (ANM) and TN Americas, LLC (TN Americas). Rather, AREVA SA will no longer be in the chain of control of these companies.

I. Description of the Proposed Transactions

A. Internal Reorganization

Figure 1 is a simplified Organization Chart showing the current AREVA organizational structure.1 AREVA NP SAS owns 100% of the shares of AREVA Inc. and AREVA SA is the top-tier parent company. AREVA SA is a publicly traded company, but a controlling ownership interest is held by the French Alternative Energies and Atomic Energy Commission (Le Commissariat a l'energie atomique et aux energies alternatives). As such, AREVA SA is ultimately controlled by the French Government. AREVA SA also owns 100% of the shares of New AREVA Holdings SAS, which holds 100% of AN M's stock. ANM, in turn, owns 100% of TN Americas.2

Figure 2 is a simplified Organization Chart showing the AREVA organization structure after an initial step in the internal reorganization of AREVA SA. 3 The initial step decouples New AREVA Holdings SAS from AREVA SA. As a result of the decoupling, New AREVA Holdings SAS will be directly controlled by the French Government, rather than through AREVA SA. Accordingly, the decoupling simply removes an indirect owner of ANM (and ANM's ownership interests in TN Americas and CB&I AREVA MOX Services, LLC), and does not constitute a transfer of control of ANM requiring the prior written consent of the NRC.

This chart is simplified in that it only identifies the AREVA entities that hold NRC licenses and the intermediate and ultimate parent companies in the chain of ownership of these entities. 2 ANM also holds the 30% interest (i.e., a non-controlling interest) in CB&I AREVA MOX Services, LLC. 3 Like Figure 1, this chart is "simplified" in the same way as the "current" organization chart. Page A1-2

Figure 3 is a simplified Organization Chart showing the AREVA organizational structure post-transfer (after the decoupling and reorganization is implemented).4 By way of several corporate actions, AREVA NP SAS will transfer certain of its assets, including its ownership interests in AREVA, to a newly created company, New NP SAS (New NP). New AREVA Holdings' ownership interests in ANM (and ANM's ownership interests in TN Americas and CB&I AREVA MOX Services, LLC) will not be affected by these later steps in the reorganization.

B. Transaction with EDF

Once the internal reorganization is complete, control of New NP will be transferred to EDF. Figure 4 is a simplified Organization Chart showing the AREVA organizational structure after the completion of the second transaction (showing EDF with a controlling interest in New NP).5 Pursuant to a definitive Share Purchase Agreement (SPA) signed by AREVA SA and EDF on November 15, 2016, EDF plans to take a controlling interest in New NP. EDF is owned and controlled by the French Government. After the internal reorganization of AREVA SA and affiliates is completed, EDF will acquire control of New NP. 6

As part of the European Union's approval of the internal reorganization of AREVA SA that involves the creation of New NP, AREVA SA must divest any interests in New NP by 2019. Though the timing and completion of other minority interests in New NP is uncertain at this time, EDF will continue to maintain control over New NP, and through New NP, indirect control of AREVA. Accordingly, there will be no indirect transfer of control associated with AREVA SA's divestment of its interests in New NP post 2017, and NRC approval is not required.

C. Timing of Transactions

AREVA currently anticipates that the decoupling of New AREVA Holdings SAS from AREVA SA could occur as early as June of 2017. AREVA also currently anticipates that the internal reorganization activities will be completed by December 1, 2017. The acquisition of the controlling interests by EDF of AREVA is expected to be completed by December 31, 2017.

II. Licenses Associated with Entities Currently Controlled by AREVA SA

The following facilities in the United States are governed by licenses held by AREVA entities as follows.

A. Richland. Washington Fuel Manufacturing Plant

AREVA Inc. holds the Part 70 Fuel Manufacturing license for the Richland, Washington Fuel Manufacturing Plant. AREVA Inc. is currently owned 100% by AREVA NP SAS

4 Again, this chart is "simplified" in the same way as Figures 1 and 2. Because New AREVA Holdings SAS has been decoupled from AREVA SA in the initial step, this chart has removed New AREVA Holdings SAS, ANM, TN Americas, and CB&I AREVA MOX Services, LLC for simplicity. This chart is "simplified" in the same way as Figures 1, 2, and 3. The exact percentage of ownership of New NP that EDF will acquire has not been determined. Under the SPA, EDF could acquire anywhere between 51 and 75 percent of the ownership of New NP. However, EDF and AREVA have agreed under the SPA that EDF will acquire exclusive control over New NP. Page A1-3

which is held by AREVA SA. AREVA also holds Export License Nos. XSNM03471, XSNM3551, XSNM3697, XSNM3747, XSOU8833, XCOM1202, and IW009 which are related to the Richland, Washington operations.

The transfers of AREVA NP SAS's ownership interests to New NP and then to EDF constitute indirect transfers of control of these licenses, but AREVA is and will remain the licensee. AREVA requests that NRC consent to the transfers of these licenses pursuant to 1O CFR 70.36, 110.50, and 110.51.

B. AREVA Nuclear Materials. LLC

ANM, which holds the Eagl~ Rock uranium enrichment facility license, SNM-2015, is currently wholly-owned by New AREVA Holdings SAS. With the decoupling AREVA SA, will no longer hold any ownership interest in New AREVA Holdings SAS, but ANM will otherwise continue with its existing ownership, ultimately under the control of the French Government. ANM also holds Export License XSOU8780. As a result of the planned transactions, there is no change in control of New AREVA Holdings SAS or ANM, and therefore, no consent is required regarding SNM-2015 and XSOU8780.

C. Lucky Mc Mill Tailings Site

On June 27, 2013, the NRC issued an "Order Approving Transfer and Change of Control and License Amendment of SUA-672, Pathfinder Mines Corporation, Lucky Mc. Tailings Site (Docket No. 40-2259)." Under that Order, the NRC approved the direct transfer of control of this license from PMC to AREVA NC Inc. Subsequently, as part of the AREVA reorganization in the fall of 2013, AREVA NC Inc. was dissolved, and AREVA Inc. became the licensee. Later, as part of the AREVA reorganization in the fall of 2016, ANM became the licensee. The Lucky Mc licensed area has already been reclaimed and title has already been conveyed to the U.S. Department of Energy (DOE), in accordance with Federal law. The only remaining item is for the long term surveillance fee for Lucky Mc to be agreed upon, and once that is done, conceivably in the near future, that license will be terminated. ANM currently holds and will continue to hold the license until the license is terminated and the DOE assumes the NRC "general license" · under 1O CFR § 40.28. There is no change in control of ANM, and therefore, no consent is required regarding License SU-672.

D. Export Licenses Held by TN Americas. LLC

ANM currently is the sole owner of TN Americas. TN Americas holds Export License Nos. XSNM3643 and XSNM3722. There is no planned change in control of ANM, and therefore, no consent is required regarding these licenses (Export License Nos. XSNM3643 and XSNM3722).

E. MOX Fuel Fabrication Facility

ANM owns a minority, thirty percent (30%), non-controlling interest in CB&I AREVA MOX Services, LLC (MOX Services), which holds Construction Authorization No. CAMOX-001 for the MOX Fuel Fabrication Facility. A change in control of this 30% would not involve a license transfer that would require NRC's prior consent pursuant to 10 CFR 70.36. In any event, ANM's non-controlling ownership interests in MOX Services will not be transferred, directly or indirectly, as part of the planned transactions, and there is no consent required regarding this construction authorization. Page A1-4

Ill. NUREG-1556 Criteria

NUREG-1556 sets forth the criteria that the NRC uses to determine if consent to a license transfer is required pursuant to AEA Section 184 and the referenced NRC regulations. For the licenses set forth above that require such consent, the NUREG-1556 criteria are addressed below. In this regard and as discussed above, the following indirect transfers of control of the NRC Licenses listed below are being brought to the attention of NRC: • License SNM-1227 for the Richland, Washington Fuel Manufacturing Facility; • Export License No. XSNM03471; • Export License No. XSNM3551; • Export License No. XSNM3697; • Export License No. XSNM3747; • Export License No. XSOU8833; • Export License No. XCOM1202; and • Import License No. IW009.

The following information applies to all of the above-referenced licenses.

Contact names and telephone numbers are as follows: • For AREVA Inc.: David Royer 3315 Old Forest Road Lynchburg, VA 24501 [email protected] 434-832-3550

5.1 Description of the Transaction

Prior to approval of a change of control, NRC requires a complete, clear description of the transaction, including the identity and the technical and financial qualifications of the proposed transferee and financial assurance for decommissioning information.

AREVA provided complete descriptions of the transactions in Section I above. As described in Section I, there will be no direct transfer of control of any of the AREVA licenses. The only transfers of control will be New NP becoming the intermediate parent of AREVA ahd EDF taking a controlling interest in New NP. In each case, indirect control of the AREVA licenses will be acquired.

Currently, the ultimate parent of the NRC-licensed entities is AREVA SA, a company organized under the laws of France, and the intermediate parent of AREVA Inc. is AREVA NP SAS, a company organized under the laws of France.7 The intermediate parent of AREVA Nuclear Materials, LLC is New AREVA Holdings SAS, also a company organized under the laws of France. AREVA Nuclear Materials, LLC itself holds a 100% ownership interest in TN Americas, LLC and a 30% ownership interest in CB&I AREVA MOX Services, LLC.

After the planned internal reorganization, AREVA SA will no longer be the ultimate parent with control of New AREVA Holdings SAS. AREVA SA initially will remain the

7 Under French law an SA or Societe anonyme is comparable to corporation under U.S. law, and an SAS or Societe par actions simplifee is comparable to a limited liability company. Page A1-5

ultimate parent of and in control of New NP, which will have 100% control of certain assets, including AREVA Inc. After the reorganization is complete, AREVA SA will transfer a controlling interest in New NP to EDF. However, AREVA Inc. will remain in direct control of AREVA lnc.'s licenses.

For both AREVA and ANM, existing controls over access to classified or other protected information will remain in place. As described below, there will be no changes in the relevant AREVA or existing licensee personnel. Accordingly, the planned internal reorganization, transfer of control New NP, and associated indirect transfers of control of the licenses will not change any of the existing technical or financial qualifications and will therefore not be inimical to the common defense and security.

5.2 Changes of Personnel

Prior to approval of a change of control, NRC requires that changes in personnel be documents, reviewed, and approved.

As a result of the planned reorganization and transfer of control of New NP, there will be no changes in personnel or duties that relate to the licensed program for any of these licensees, including Radiation Safety Officers, authorized users or any other persons identified on the licenses or license application as having responsibility for radiation safety or authorized to use licensed material, including the AREVA and licensee Boards of Directors. There will be no new training required, because there will be no new personnel.

5.3 Changes of Location, Equipment, and Procedures

Prior to the approval of a change of control, the licensee must submit a complete description of any planned changes in location, facilities, equipment or procedures.

As a result of the planned reorganization, there will be no changes in organization, location, facilities, equipment or procedures that relate to the licensed program for any of these licenses.

5.4 Surveillance Records

Prior to the approval of a change of control, licensees or applicants must submit a review of the status of all applicable surveillance requirements and records. This should include an indication of whether the surveillance program is current and if it will be current at the time of transfer.

The surveillance programs for these licenses are up to date and are expected to be up to date at the time that control is to be transferred. All required surveillances have been performed, documented and reviewed, as required.

5.5 Decommissioning and Related Records Transfers

Prior to the approval of a change of control, NRC regulations require that licensees arrange for the transfer and maintenance of records important to the safe and effective decommissioning of facilities involved in licensed activities. NRC also requires a description of the status of the licensed facility, with regard to ambient radiation levels and fixed and/or removable contamination as a result of NRC-licensed activities. The transferee must confirm, in writing, that they

I I I' Page A1-6

accept full responsibility for the decommissioning of the site, including any contaminated facilities and equipment.

As there will be no direct transfers of licenses, all decommissioning records will remain with the current licensee. These records include documentation of surveys of ambient radiation levels and fixed and/or removable contamination, including methods and sensitivity. Each of the current licensees will continue to have full responsibility for the decommissioning of its sites, including any contaminated facilities and equipment. ANM will continue to have full responsibility for the Lucky Mc license, including payment of the long term surveillance fee, when agreed upon.

Accordingly, the current financial assurance for decommissioning of the Richland Fuel Manufacturing Facility, License SNM-1227, provided by AREVA will remain unchanged. AREVA will continue to have full responsibility for the decommissioning of the Richland Fuel Manufacturing Facility, including contaminated facilities and equipment.

5.6 Transferee's Commitment to Abide by the Transferor's Commitments

The transferee must (i) either commit to abide by all constraints, license conditions, requirements, representations, and commitments identified in and attributed to the existing license, or (ii) provide a description of its own program to comply with the license and all applicable regulations.

As there will be no direct transfers of any licenses under the proposed transaction, each licensee will continue to abide by all constraints, conditions, requirements, representations, and commitments of the licenses. AREVA lnc.'s new parent companies are committed to assuring that AREVAS Inc. will continue to meet its obligations under the licenses.

Conclusion

For the reasons stated above, AREVA respectfully requests written NRC consent to the indirect transfer of control of Lice.nse SNM-1227 for the Richland Fuel Manufacturing Facility and Export License Nos. XSNM3471, XSNM3551, XSNM3697, XSNM3747, XSOU8833, XCOM1202, and IW009. In order to support AREVA's schedule for implementation of the proposed reorganization on December 1, 2017 and December 31, 2017, AREVA requests that NRC issue the requested consents and approvals no later than November 1, 2017. Page A1-7

Figure 1: SIMPLIFIED ORGANIZATION CHART (CURRENT)

AREVA SA

New AREVA Holdings SAS AREVA NP SAS

AREVA, Inc. AREVA Nuclear Materials, LLC (Licensee for Richland Fuel (Licensee for Eagle Rock uranium Manufacturing Facility enrichment & Luck Mc and Export Licenses) and Export License)

30%

TN Americas, LLC CB&I AREVA MOX Services, LLC (mixed oxide fuel fabrication (Export Licenses) construction authorization) Page A1-8

Figure 2: SIMPLIFIED ORGANIZATION CHART {POST INTERNAL DECOUPLING)

New AREVA Holdings SAS AREVA SA

AREVA NP SAS

AREVA, Inc. AREVA Nuclear Materials, LLC (Licensee for Richland Fuel (Licensee for Eagle Rock uranium Manufacturing Facility enrichment & Luck Mc and Export Licenses) and Export License)

30%

TN Americas, LLC CB&I AREVA MOX Services, LLC (mixed oxide fuel fabrication (Export Licenses) construction authorization) Page A1-9

Figure 3: SIMPLIFIED ORGANIZATION CHART (POST-INTERNAL REORGANIZATION)

AREVA SA

AREVA NP SAS

NEW NP SA

AREVA, Inc. (Licensee for Richland Fuel Manufacturing Facility and Export Licenses) Page A1-10

Figure 4: SIMPLIFIED ORGANIZATION CHART (POST TRANSACTION WITH EDF)

AREVA SA EDF

51-75% Japan Nuclear Other Investors Mitsubishi Heavy AREVA NP SAS Fuel Ltd (Non-Controlling) Industries

0-25% (0% by 2019) 5%

NEW NP SA

AREVA, Inc. (Licensee for Richland Fuel Manufacturing Facility and Export Licenses) Attachment 2 Extract from EDF's 2015 Annual Report - Page A2-1 Consolidated Financial Statements FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015

6.1 Consolidated Financial Statements at 31 December 2015

CONSOLIDATED INCOME STATEMENTS

(in millions of Euros) Notes 2015 201410 Sales 7 75,006 73,383 Fuel and energy purchases 8 (38,775) (37,213) Other external expenses 9 (9,526) (9,181) Personnel expenses 10 (12,529) (11,785) Taxes other than income taxes 11 (3,641) (3,593) Other operating income and expenses 12 7,066 5,668 Operating profit before depreciation and amortisation 17,601 17,279 Net changes in fair value on Energy and Commodity derivatives, excluding trading activities 175 203 Net depreciation and amortisation (9,009) (7,940) Net increases in provisions for renewal of property, plant and equipment operated under concessions (102) (157) (lmpairment)/reversals 13 (3 ,500) (1,189) Other income and expenses 14 (885) (212) Operating profit 4,280 7,984 Cost of gross financia l indebtedness 15.1 (1,994) (2,243) Discount effect 15.2 (2,8 12) (2,996) Other financial income and expenses 15.3 2,2 18 2,688 Financial result 15 (2,588) (2,551) Income before taxes of consolidated companies 1,692 5,433 Income taxes 16 (483) (1,839) Share in net income of associates and joint ventures 23 192 179 GROUP NET INCOME 1,401 3,773 EDF net income 1,187 3,701 Net income attributable to non-controlling interests 214 72 Earnings per share (EDF share) in Euros: 17 Earnings per share 0.32 1.78 Diluted earnings per share 0.32 1.78

(1) EDF Energy's transactions on the wholesale electricity marke ts (excluding trading activities), which showed a net short position at 31 December 20 14, have been reclassified from energy purchases to sales in the amount of €509 million.

306 EDF I 2015 Reference Document Page A2-2

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015 6

STATEMENTS OF NET INCOME AND GAINS AND LOSSES RECORDED DIRECTLY IN EQUITY

2015 2014 Net income Net income attributable to attributable to EDF net non-controlling EDF net non-controlling (in millions of Euros) income interests Total income interests Total Group net income 1,187 214 1.401 3,701 72 3,773 Gross change in fair va lue of available-for-sale financial assets

(1) Gross changes in fair value transferred to income in respect of available-for-sale financial assets and hedging instruments are presented in notes 36.2.2 and 41.4 respectively.

EDF I 2015 Reference Document 307 Page A2-3

FINANC IAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015

CONSOLIDATED BALANCE SHEETS Mi1it1

(in millions of Euros) Notes 31/12/2015 31/12/2014 (1) Goodwill 18 10,236 9,694 Other intangible assets 19 8,889 8,884 Property, plant and equipment operated under French public electricity distribution concessions 20 51,600 50,257 Property, plant and eq uipment operated under concessions for other activities 21 7,645 7,851 Property, plant and eq uipment used in generation and other tang ible assets owned by the Group 22 71,069 69,392 Investments in associates and joint ventures 23 11,525 10,983 Non-current financial assets 36 35,238 33,485 Other non-current receivables 26 1,830 2,024 Deferred tax assets 16.3 2.713 2,590 Non-current assets 200,745 195,160 Inventories 24 14,7 14 14,747 Trade receivables 25 22,259 23, 176 Current financial assets 36 27,019 20,752 Current tax assets 1, 215 600 Other current receivables 26 8,807 8,793 Cash and cash eq uivalents 37 4,182 4,701 Current assets 78, 196 72,769 Assets classified as held for sale 46 18 TOTAL ASSETS 278,941 267,947

(1) The figures published for 2014 have been restated for the impact of retrospective application of IFRIC 21 (see note 2).

308 EDF I 2015 Refe rence Document Page A2-4

FINANCIAL STATEMENTS CONSOLI DATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015 6

EQUITY AND LIABILITIES

(in millions of Euros) Notes 31 /12/2015 31/12/2014 (I) Capital 27 960 930 EDF net income and consolidated reserves 33.789 34,316 Equity (ED F share) 34,749 35,246 Equity (non-controlling interests) 27.5 5.491 5.419 Total equity 27 40,240 40,665 Provisions related to nuclear generation - back-end of the nuclear cycle, plant decommissioning and last cores 29 44,825 42,398 Provisions for decommissioning of non-nuclear facilities 30 1.447 1,297 Provisions for employee benefits 31 21,511 23,060 Other provisions 28 2,190 1,841 Non-current provisions 28 69,973 68,596 Special French public electricity distribution concession liabilities 33 45,082 44,346 Non-current financial liabilities 38 54,159 47,274 Other non-current liabilities 35 5,126 4,956 Deferred tax liabilities 16.3 4,122 4,3 15 Non-current liabilities 178,462 169,487 Current provisions 28 5,354 5,254 Trade payables 34 13,284 14,864 Current financia l liabilities 38 17.473 14,184 Current tax liabilities 506 441 Other cu rrent liabilities 35 23,622 23 ,052 Current liabilities 60,239 57,795 Liabilities related to assets classified as held for sale 46 TOTAL EQUITY AND LIABILITIES 278,941 267,947

(1) The figures published for 2014 have been restated for the impact of retrospective application of /FR/C 21 (see note 2).

EDF I 2015 Reference Document 309 Page A2-5

FINANC IAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015

CONSOLIDATED CASH FLOW STATEMENTS

(in millions of Euros) Notes 2015 2014 Operating activities: Income before taxes of consolidated companies 1,692 5.433 lmpairmentl(reversals) 3,500 1,189 Accumulated depreciation and amortisation, provisions and cha nges in fai r va lue 11 ,392 8,981 Financial income and expenses 95 1 1,068 Dividends received from associates and joint ventures 322 672 Capital gains/loss es (1,593) (1, 311) Change in working capital 43 .1 132 (1,04 1) Net cash flow from operations 16,396 14,991 Net financia l expenses disbursed (1,252) (1 ,752) Income taxes paid (1, 508) (2,6 14)

European Commission decision of 22 July 2015 in 3.3 (906) Net ca sh flow from operating activities 12,730 10,625 Investing activities: Acquisitions/disposals of equity investments, net of cash (acquired/transferred) 586 1,308 Investments in intangible assets and property, plant and equipment 43 .2 (14.789) (13,721) Net proceeds from sale of inta ngible assets and property, plant and equipment 964 314 Changes in financia l assets (5,600) (294) Net cash flow used in investing activities (18,839) (12,393) Financing activities:

Transactions with non-controlling interests 12> 64 355 Dividends paid by parent compa ny 27.3 (1.42 0) (2,327) Dividends paid to non-controlling interests (326) (229) Purchases/sales of treasury sha res (14) 2 Cash flows w ith shareholders (1,696) (2, 199) Issuance of borrowings 9.422 6,894 Repayment of borrowings (2,336) (7,470) Issuance of perpetual subordinated bonds 27.4 3,970 Payments to bearers of perpetual subo rdinated bonds 27 .4 (59 1) (388) Fu nding contributions received for assets operated under concessions 152 177 Investment subsidies 623 239 Other cash flows from financing activities 7,270 3,422

Net cash flow from financing activities 5,574 1,223 Net increase/(decrease) in cash and cash equivalents (535) (545)

CASH AND CASH EQUIVALENTS - OPENING BALANCE 4,701 5,096 Net increase/(d ecrease) in cash and cash equiva lents (535) (545) Effect of currency fluctuations (36) 113 Financial income on cash and cash equivalents 13 17 Effect of reclassifications 39 20 CASH AND CASH EQUIVALENTS - CLOSING BALANCE 37 4, 182 4,701

(1) On 22 July 2015 the European Commission issued a new decision classifying the tax treatment of provisions established between 7987 and 7996 for renewal of French general electricity network facilities as State aid incompatible with European Union rules (see note 3.3). (2) Contributions via capital increases or reductions and acquisitions of additional interests in controlled companies.

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FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015 6

CHANGES IN CONSOLIDATED EQUITY

Impact of fair value Other Equity adjustment consolidated Equity (non- Treasury Translation of financial reserves and (EDF controlling Total (in millions of Euros) Capital shares adjustments instruments 12> net income share) interests) equity Equity at 31/12/2013 930 (47) 847 62 32,41S 34,207 4,998 39,205 Restatements due to change of accounting method 11> 55 55 55

Equity at 31/12/2013 (restated) 11> 930 (47) 847 62 32.470 34,262 4,998 39,260 Gains and losses recorded directly in equity 1,877 (1, 206) (4,561) (3,890) 187 (3,703) Net income 3,701 3,701 72 3,773 Net income and gains and losses recorded directly in equity 1,877 (1,206) (860) (189) 259 70

Issuance of perpetual subordinated bonds 131 3,970 3,970 3,970 Payments on perpetual subordinated bonds (388) (388) (388) Dividends paid (2,327) (2,327) (221) (2, 548) Purchases/sales of treasury shares 6 6 6 Other changes (88) (88) 383 295

Equity at 31/12/2014 (restated) 111 930 (41) 2,724 (1,144) 32,777 35,246 5,419 40,665 Gains and losses recorded directly in equity 1,625 (1,209) 89 1 1,307 148 1,455 Net income 1,187 1,187 214 1.40 1 Net income and gains and losses recorded directly in equity 1,625 (1,209) 2,078 2.494 362 2,856 Payments on perpetual subordinated bonds (591) (591) (591) Dividends paid (2 ,327) (2.327) (327) (2,654) Purchases/sales of treasury shares 3 3 3

Capital increase by EDF 141 30 876 906 906

Other changes 151 (982) (982) 37 (945) EQUITY AT 31/12/2015 960 (38) 4,349 (2,353) 31,831 34,749 5.491 40,240

(1) Figures published for 2014 have been restated for the impact of retrospective application of IFRIC 21 (see note 2). (2) Th ese changes correspond to the effects of fair value adjustment of available-for-sale financial assets, amounts transferred to income following changes in their fair value, the effects of fair value adjustment of financial instruments hedging cash flows and net foreign investments, and amounts transferred to income in respect of terminated contracts. For details see the statement of net income and gains and losses recorded directly in equity (3) In January 2014 the Group issued perpetual subordinated bonds totalling €3, 970 million net of transaction costs (see note 3.6.3) . (4) In 2015, the capital increase and issue premium, totalling €906 million, relate to payment of the scrip interim dividend for 2015 (see note 2 7.3). (5) "Other changes· mainly includes the effect of the European Commission decision of 22 July 2015 (see note 3.3).

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