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As filed with the Securities and Exchange Commission on March 18, 202129, 2024

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

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WASHINGTON, D.C. 20549

FORM 20-F

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☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2020, 2023

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _____________

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For the transition period from _____________ to _______________

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Commission File Number: 1-14712001-14712

ORANGE

(Exact name of Registrant as specified in its charter)

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(Address of principal executive offices)

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Contact person: Cédric Testut, tel +33 1 44 44 21 05, orange.regulatedinfo@orange.com

78 rue Olivier de Serres, 75015 Paris,111 quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:

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Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

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Ordinary Shares, nominal value €4.00 per share 2,658,791,5002,657,627,456 as of December 31, 20202023

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company.

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See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.         ☐

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*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

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International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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Presentation of information

The consolidated financial statements contained in this annual report of Orange on Form 20-F for the year ended December 31, 20202023 (the “Annual Report on Form 20-F”) have been prepared in accordance with International Financial ReportingIFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as of December 31, 2020.2023.

This Form 20-F contains certain financial information presented on a “comparable basis”. The basis for the presentation of this financial information is set out in Item 5 Operating and Financial Review and Prospects. The unaudited financial information presented on a comparable basis is not intended to be a substitute for, and should be read in conjunction with, the consolidated financial statements included in Item 18 Consolidated Financial statementsStatements, including the Notes thereto.

In this Form 20-F, references to the “EU” are to the European Union, references to the “euro” or “€” are to the euro currency of the EU, references to the “United States” or “U.S.” are to the United States of America and references to “U.S. dollars” or “$” are to United States dollars.

References to the “2020“2023 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 2020,2023 that are attached in Exhibit 15.1 to this Form 20-F and formingform a part hereof. For the avoidance of doubt, all references to EBITDAaL, organic cash flow and related terms, which are non-IFRS financial indicators, are explicitly excluded from this Form 20-F and the 20202023 Universal Registration Document attached in Exhibit 15.1  except as otherwise required including for segment reporting. The 20202023 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 16, 2021.29, 2024. Other than as expressly provided herein, the 20202023 Universal Registration Document is not incorporated herein by reference.

The references to websites contained in this Form 20-F are provided for reference only; the information contained on the referenced websites is not incorporated by reference in this Form 20-F.

As used in this Form 20-F, the terms “Orange”, “Orange group” and “the Group”, unless the context otherwise requires, refer to Orange together with its consolidated subsidiaries, and “Orange SA”, as well as “the Company”, refer only to the parent company, a French société anonyme (corporation), without its subsidiaries.

References to “the Shares” are references to Orange’s Ordinary Shares, nominal value €4.00 per share, and references to “the ADSs” are to Orange’s American Depositary Shares (each representing one Ordinary Share), which are evidenced by American Depositary Receipts (“ADRs”).

References to the Consolidated Financial Statements are references to the consolidated financial statements included in Item 18.

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Cautionary statement regarding forward-looking statements

This Annual Report on Form 20-F contains forward-looking statements - within the meaning of Section 27A of the U.S. Securities Act of 1933 (“the Securities Act”) or Section 21E of the U.S. Securities Exchange Act of 1934 (“the Exchange Act”), including, without limitation, certain statements made in Item 4.B Business overview as well as in Item 5 Operating and Financial Review and Prospects. Forward-looking statements can be identified by the use of forward-looking terminology such as “should”, “could”, “can”, “contemplate”, "would", “will”, “expect”, “consider”, “believe”, “anticipate”, “pursue”, “foresee”, “plan”, "project", "forecast", "guideline", “predict”, "intend", "is designed to", "be aimed at", “strategy”, “objective”, “prospects”, "outlook", "trends", "may", "might", "target", “aim”, “change”, “intention”, “ambition”, “risk”, “potential”, “commitment” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by the forward-looking nature of discussions of strategy, plans or intentions.

Although Orange believes these statements are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, including matters not yet known to Orange or not currently considered material by Orange, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved.

Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include the following ones:following:

Forward-looking statements speak only as of the date they are made. Other than as required by law, Orange does not undertake any obligation to update them in light of new information or future developments.

The material risks are described in Item 3 Key Information –3.D Risk factors.

This Annual Report on Form 20-F should be read completely and with the documents that are referenced herein and filed as exhibits and with the understanding that Orange’s actual future results may be materially different from what is expected. Orange qualifies all forward-looking statements by these cautionary statements.

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PART I

Not applicable.

Not applicable.

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We have elected to comply with Item 3.A of Form 20-F (Selected Financial Data), as amended on February 10, 2021 and are omitting this disclosure in reliance thereon.

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Not applicable.

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Not applicable.

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In addition to the information contained in this Annual Report on Form 20-F, investors should also carefully consider the risks outlined below before deciding whether to invest in Orange’s securities. Orange’s view as of the date of this Annual Report on Form 20-F is that these risks could have a material negative effect (i) on its business, financial position, profits, reputation or outlook or (ii) on its stakeholders. In addition, other risks and uncertainties, as yet unidentified or, as of the date of this Annual Report on Form 20-F, not currently considered to be material by Orange, could have similar negative effects. Investors could lose all or part of their investment if these risks materialize.

The risks are presented in this section under five categories, which are not presented in order of importance. However, within each category, risk factors are presented in descending order of importance, as determined by Orange at the date of filing this Annual Report on Form 20-F. Orange may change its view of their relative importance at any time, particularly if new external or internal facts come to light.

SeveralAlthough not incorporated by reference into this Item 3.D, several other sections of this document also discuss risks in some detail:

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The effects of the global macroeconomic situation stemming from the international health crisis are included in the analysis below.

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The risk of supply disruption, including in critical suppliersthe energy sector, is heightened by shortages linked to specific conditions in some markets, such as the market for electronic components or their business relationship with Orange may also impact the termssupply of their partnership with Orange.essential resources, and by the intensity of the global economic recovery which has caused tension in the supply of many products and raw materials, including minerals and rare resources needed for the production of electronic equipment.

If one of these situations wereits critical suppliers failed to occur,deliver on Orange’s purchasing requirements, Orange’s business, earnings and reputation could be permanently adversely affected.affected on a long-term basis.

A large part of Orange’s revenues is generated in both highly competitive and regulated markets where pressure on prices remains strong in an inflationary context.

In the current period of inflation, during which customers may question the need for some premium services, the service price increases by Orange may not be enough to maintain its margins in the highly competitive environment in which the Group operates, and given the technological and societal disruption that affect its markets. In addition, the decisions of sector regulators and competition authorities that regulate some of these prices or markets do not always allow a fair valuation of Orange’s services, similarly affecting its revenues and margins.

Furthermore, the difficult economic environment, marked by inflation and rising energy costs, is weighing on Orange’s operating margins and, considering its pricing model, it is not certain that it will be able to pass on to customers all the cost increases that it may incur.

Orange is facedexposed to the risk of interruption to its services, particularly in the event of cyberattacks, conflicts or a shortage of strategic resources.

Due to the essential nature of telecommunication, compounded by the widespread take-up of teleworking and the digitization of businesses, the networks of telecommunication operators are particularly exposed to risks of service disruption due to deliberate malicious and sometimes criminal acts, such as cyber-attacks. Increasingly sophisticated, these currently constitute a permanent threat to individuals and businesses alike. Moreover, in the event of conflicts, telecommunication networks and associated infrastructure are also the preferred target of sabotage or pressure from governmental or judicial authorities.

Interruptions to the service provided to customers may also be unintentional. They may occur as a result of extreme weather events, a shortage of essential resources, human error, particularly when subcontractors work on shared infrastructure, in the event of the failure of a critical supplier, or when new apps or software are rolled out or updated. They could also occur following capacity saturation linked to exceptional events such as population displacements in a context of war. With specific reference to the Paris 2024 Olympic Games, where Orange will be the sole network provider for broadcasts, service interruption would have negative financial impacts and significantly harm the Group’s brand image and reputation.

Despite the business continuity and crisis management measures taken by Orange to protect its networks, resize them and maintain control of its outsourced infrastructure, the ever-increasing occurrence of cyber-attacks, the implementation of all-IP technologies, the increase in the size of service platforms as well as the consolidation of equipment in a reduced number of locations mean that service interruptions could in the future affect a larger number of customers simultaneously or even several countries at the same time.

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Such events may disrupt the activity, not only of Orange customers but – more widely – of all citizens, and may even affect their health and safety. They could thus cause Orange to be held liable, lead to a reduction in traffic and revenues, and therefore in earnings and outlook, and cause serious damage to its reputation. If they were to occur at the level of one or several countries, they could also trigger crisis situations, potentially affecting the security of the countries concerned.

Orange’s technical infrastructure is vulnerable to intentional or accidental damage, but also to natural disasters, the occurrence of which has increased due to climate change.

In the context of wars, terrorism, social or activist movements, or any other situation of internal or external conflict, Orange’s infrastructure is vulnerable and may be the target of sabotage or other intentional damage. In addition, accidental events such as fires or errors or negligence during civil engineering work on infrastructure could also lead to significant destruction of Orange’s facilities.

Lastly, Orange’s infrastructure can also be damaged by natural disasters (earthquakes, floods, storms) whether or not related to weather phenomena, the occurrence and intensity of which are increasing with constantly increasing demand forongoing climate change. Thus, in the medium term, rising sea levels could affect sites and facilities located near the coast more often.

Whether such damage is intentional or not, it can lead to service interruptions in a context where the expectations of Orange’s customers and other stakeholders remain very high regarding Orange’s capacity to provide service continuity, including in the case of extreme weather events.

Furthermore, while large-scale disasters are likely to aggravate losses and associated damage, the coverage of such losses by insurers could further decrease, leaving Orange to bear significant costs that could significantly affect its financial position and outlook.

Faced with the high connectivity andneeds linked to changing uses, Orange must therefore accelerate the rolloutroll-out of its networks while improving the quality of service, but such investments are constrained by the availability of its resources.

Orange must accelerate the rolloutroll-out of its fixed and mobile broadband and very high-speed broadband networks in regional areasthe regions and improve the quality of service of its networks to meet the increased needshigh demand for connectivity and prepare for the arrival of 5G.linked to changing uses. Moreover, Orange has also made commitments regarding geographic coverage and quality of service to central government and local authorities in France. However, Orange’s investment capacity is constrained by the availability of human, industrial and financial resources, both its own and those of its subcontractors. Against that backdrop, Orange is ramping up its strategy of co-financing investments and pooling network infrastructure.

Failure to meet these expectations in a balanced manner could have an adverse effect on Orange’s earnings and reputation.

The shift of Orange’s ecosystem towards a more open and fragmented model enables global playersMobile Financial Services activities pose risks to take an increasing share of the service and network value chain.

Competition with over-the-top (OTT) service providers and Internet giants in the provision of value-added services using the networks is spreading to individual access services made possible by technological changes and the growing number of connected objects. This competition could intensify with the launch of 5G, and extend to the growth in international capacity requirements. Operators such as Orange for which the direct relationship with customers is a source of value, could be marginalized.

Moreover, the opening up and fragmentation of network ecosystems enables existing players (infrastructure managers, non-telecom networked businesses such as railways, local authorities or Cloud service providers) to offer network services, and new players (SD-WAN, etc.) to position themselves as aggregators of such services, a role traditionally filled by integrated operators such as Orange.

These two developments could adversely affect Orange’s revenue and outlook.

The development of mobile financial services activities in an increasing number of countries confronts Orange with risksthat are specific to this sector in each ofcountry covered by its host countries.services.

Mobile financial services,Financial Services, including banking services, expose Orange to industry-specific risks such as money laundering, terrorist financing and non-compliance with economic sanctions programs, as well as common risks that are particularly sensitive in mobile financial services,Mobile Financial Services, such as fraud, cyberattackscyber-attacks and service disruption.interruption.

If they were to materialize, these risks could have a material adverse effect on the Group’s reputation and financial position, the success of its strategy and its reputation.

Orange’s broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, fiscal and regulatory risks.

Against the backdrop of a global macroeconomic crisis in which all countries are seeking to keep their economies functioning, political instability, and changes in the economic, regulatory, fiscal or industrial relations environment in Orange’s host countries expose Orange to a two-edged threat. First, decisions contrary to its interests could be taken by governmental or judicial authorities, such as new taxes or fines that, if contested, could lead the authorities to decide to suspend services. Second, many customers, in particular businesses, may have difficulty maintaining economic activity, pursuing a business relationship or fulfilling their financial obligations towards Orange. In addition, in the emerging countries where the Group operates, its contribution to local economic activity is often significant, whereas its image is sometimes linked to that of the French government. In this uncertain context, the value or sustainability of investments made in certain countries could be negatively impacted by international economic sanctions imposed on those countries.

Such situations could call into question the profitability outlook justifying investment decisions and adversely impact the Group’s financial position and earnings.

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The scope of Orange’s business activities and the interconnection of its networks expose the companyit to a variety ofnumerous acts of technical fraud, specific to the telecommunication sector.

Orange faceshas to deal with various types of fraud on its telecommunication services activities, which may target it directly or its customers. In a context of increasing technological complexity, network virtualization, and acceleration of the implementation of new services or new applications, types of fraud that are more difficult to detect or control may also appear, favored for instance by the development of mass data processing and artificial intelligence, which increases the scope for possible attacks, particularly cyberattacks.cyber-attacks.

If significanta material fraud were to occur, Orange’s revenue,revenues, margins, service quality of service and reputation could be adversely affected.

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Orange is regularly involved in litigation, the outcome of which could have a material adverse effect on its earnings, financial position or reputation.

Orange believes that, in general and in all the countries where it operates, it complies in all material respects with the specific regulations in force in all material respects,relating to its activities and its relations with its partners, suppliers, subcontractors and customers, as well as with the conditions governing its operatoroperator’s licenses. However, it is not able to predict the decisions of supervisory or judicial authorities, which are regularly asked to rule on such issues. If Orange were to be ordered by the competent authorities of a country in which it operates to pay an indemnity or a fine, or to suspend certain of its business activities, based on a breach of applicable regulations, its financial position and earnings could be significantly adversely affected.

In addition, Orange (particularly in France and Poland) is frequently involved in proceedings with its competitors and the regulatory authoritiesRegulatory Authorities due to its pre-eminent position in certainsome of the markets where it operates, and the claims made against Orange can be very substantial. In the past, the Group has been fined several tens of millions of euros or even several hundreds of millions of euros for cartel practices or for abusing itsabuse of dominant position. The Group is also involved in substantial commercial litigation with potentiallydisputes where the stakes can be very significant penalties.high. The outcome of lawsuits is inherently unpredictable.

For proceedings before the European competition authorities, the maximum amount of fines provided for by law is 10% of the consolidated revenuerevenues of the offending company (or the groupGroup to which it belongs, as the case may be).

Lastly, due in particular to its relationships with numerous partners, suppliers and subcontractors, Orange is exposed to a growing risk of legal action by various stakeholders from civil society alleging shortcomings on environmental, employee-related or social matters. ThatThis could be the case, for instance, if Orange were to distribute products that are found to contain rare minerals extracted under non-compliant conditions. These legal actions could also aim to compel Orange to finance measures intended to limit the effects of climate change. Such actions could cause significant damage to Orange’s reputation.reputation and adversely affect its financial position.

The main proceedings involving Orange are described in Note 11 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements. Developments in, or the outcome of, some or all of these ongoing proceedings could have a material adverse effect on Orange’s earnings or financial position.

Financial risks

Liquidity risk

Orange’s earnings and outlook could be affected if conditions of access to capital markets were to become difficult.

Orange finances itself mainly through the bond markets. Unfavorable changes in the macroeconomic environment could restrict Orange’s access to its usual sources of funding or significantly increase financing costs through an increase in market interest rates and/or the spreads applied to its borrowings.

Any inability to access the financial markets for a lasting period and/or obtain financing on reasonable terms would have a material adverse effect on Orange. In particular, the Group could be forced to allocate a significant portion of its available cash to servicing or repaying its debt, to the detriment of investment or shareholder returns. In any event, Orange’s earnings, cash flows and, more generally, its financial position and flexibility could be adversely affected.

See Note 14.3 Liquidity risk management to the Consolidated Financial Statements, which sets out the different sources of funding available to Orange, the maturity of its debt and changes in its credit rating, as well as Note 14.4 Financial ratios, which contains information on the limited commitments of the Orange group in relation to financial ratios and in the event of default or material adverse change.

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Liquidity risk

Orange’s earnings and outlook could be affected if conditions of access to capital markets were to become difficult.

Orange mainly finances itself through the bond markets. Very unfavorable changes in the macroeconomic environment could restrict Orange’s access to its usual sources of funds or significantly increase its financing costs due to an increase in market interest rates and/or the spreads applied to its borrowings.

Any inability to access the financial markets for a lasting period and/or obtain financing on reasonable terms would have a material adverse effect on Orange. In particular, the Group  may not be able to carry out certain projects or could be forced to allocate a significant portion of its available cash to servicing or repaying its debt, to the detriment of investment or shareholder returns. In any event, Orange’s earnings, cash flows and, more generally, its financial position and flexibility could be adversely affected.

See Note 14.3 Liquidity risk management to the Consolidated Financial Statements, which sets out the various sources of funding available to Orange, the maturity of its debt and changes in its credit rating, as well as Note 14.4 Financial ratios and commitments to sustainability targets, which contains information on the limited commitments of the Orange group in relation to financial ratios and in the event of default or material adverse change.

Market risks

Interest rate risk

Orange’s business activities could be affected by the changes in interest rate fluctuations.rates.

In the normal course of its business, Orange obtains most of its funding from capital markets (particularly the bond market) and a small part frommakes little use of bank loans.credit.

Since most of its current debt is at a fixed rate, Orange has limited exposure to increasesa short-term rise in market interest rates. The Group remains exposed to a sustained ongoingand continuous increase in interest rates for its future financing.

To limit exposure to interest rate fluctuations, Orange may useuses financial instruments (derivatives), but the Company cannot guarantee that these transactions carried out with such financial instruments will completely limit its exposure, or that suitable financial instruments will be available at reasonable prices. In the event that Orange cannot use financial instruments to mitigate its exposure to interest rate fluctuations, or if its financial instrumentinstruments strategy proves ineffective, its cash flows and earnings may be adversely affected.

In addition, the costs of hedging against interest rate fluctuations could increase in line with market liquidity, banks’ positions, and, more broadly, the macroeconomic situation (or how it is perceived by investors).

The management of interest rate risk and an analysis of the sensitivity of the Group’s position to changes in interest rates are set out in Note 14.1 Interest rate risk management to the consolidated financial statements included in Item 18.

Foreign exchange risk

Orange’s results and cash position are exposed to exchange rate fluctuations.

Currency markets can be volatile due to the economic and geopolitical context.conditions which may expose Orange to foreign exchange risk.

The main currencies in which Orange is exposed to a major foreign exchange risk are the Polish zloty, the Egyptian pound, the Moroccan dirhamUS dollar, the Jordanian dinar and the U.S. dollar.Moroccan dirham. Intra-period variations in the average exchange rate of a particular currency could significantlymaterially affect the revenuerevenues and expenses denominated in that currency, which would significantlycould materially affect Orange’s results, such as happened, for example with the near 50% devaluation of the Egyptian pound in November 2016. In addition, Orange operates in other monetary zones, in particular in Africa and the Middle East. Depreciation of the currencies of the countries in this region would have an adverse effect onnegatively affect the Group’s consolidated revenuerevenues and earnings.

When preparing the Group’s consolidated financial statements,Consolidated Financial Statements, the assets and liabilities of foreign subsidiaries are translated into euros at the fiscal year closing rate. This translation could have a negative impact on the consolidated balance sheet, assets and liabilities and equity, for potentially significant amounts, as well as on net income in the event of disposal of these subsidiaries.

The management of foreign exchange risk and an analysis of the sensitivity of the Group’s position to changes in foreign exchange rates are set out in Note 14.2 Foreign exchange risk management to the consolidated financial statements.Consolidated Financial Statements.

Orange manages the foreign exchange risk on commercial transactions (stemming from operations) and financial transactions (stemming from financial debt) in the manner set out in Note 14.2 Foreign exchange risk management to the consolidated financial statements included in Item 18.

Notably, Orange makes use of derivatives to hedge its exposure to foreign exchange risk but cannot guarantee that suitable hedging instruments will be available at reasonable prices. In the event that Orange cannot use financial instruments to mitigate its exposure to exchange rate fluctuations, or if its financial instrument strategy proves ineffective, cash flows and earnings may be adversely affected.

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Credit risk and/or counterparty risk on financial transactions

The insolvency or deterioration in the financial position of a bank or other institution with which Orange has a significant financial agreement may have a material adverse effect on Orange’s financial position.

The investment of its available cash exposes Orange to counterparty risk if the financial institutions where it has invested should commence bankruptcy proceedings.

In addition, in the normal course of its business, Orange uses derivatives to manage exchange rate and interest rate risks, with financial institutions as counterparties. Cash collateral is paid or received on a daily basis to or from all bank counterparties with which the derivatives are contracted. Nevertheless, a residual credit risk may remain if one or more of these counterparties default on their commitments.

See Note 14.5 Credit risk and counterparty risk management to the consolidated financial statements included in Item 18.

Moreover, Orange may in the future have difficulties using its 6 billion euro undrawn syndicated credit facility, which has a maturity date in 2023, if several of the banks with which the Company has agreements were to face liquidity problems or could no longer meet their obligations.

The international banking system is such that financial institutions are interdependent. As a result, the collapse of a single financial institution (or even rumors regarding the financial position of one of them) may increase the risk for the other institutions, which would increase exposure to counterparty risk for Orange.

For customer-related credit and counterparty risk, see Notes 5.3 Trade receivables and 14.5 Credit risk and counterparty risk management to the consolidated financial statements included in Item 18.

Non-financial risks

Orange is exposed, particularly as a result of cyberattacks,cyber-attacks, to risks of inappropriate disclosure or inappropriate modification of personal data, especially those of its customers.

Orange’s business activities require the transmission via its networks and the storage on its infrastructure of the personal data of its customers, employees or the general public.

Despite its infrastructure protection systems, Orange’s business activities expose it – in terms of infringement of human rights and fundamental freedoms – to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of thesuch personal data, in particular when setting up new services or apps or their updates. These risks are heightened by the roll-out of its customers, employees ornew technologies, the general public that are storedgrowing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in its infrastructure or carried by its networks. In particular, this includes their banking details, which also form the basisfield of Orange’s mobile financial services business.

connected devices). The occurrence of these risks maycould result in particular from (i) the implementation of new services or applications, (ii) the development of new activities in the field of connected objects or mobile financial services, (iii) malicious acts (such as cyberattacks)cyber-attacks) targeting personal data, (iv)(ii) negligence or errors committed within Orange or within the Group’s partners of the Group to whichwhom certain operations are outsourced, or (v)(iii) government requests that are not compliant with legal or regulatory requirements (see also the risk factor “The scope of Orange’s business activities, its numerous locations around the world, and its business dealings with a variety of partners may expose the Group to a risk of breachingviolating human rights and fundamental freedoms”). In the context of the Covid-19 pandemic, the prolonged and massive use of telework has increased the number of remote accesses and the possibilities of attacks.

Orange may be held liable in various countries, under laws relating to thepersonal data protection of personal datalaws (such as the General Data Protection Regulation (EU) 2016/679 of April 27, 2016, GDPR), which reinforcesstrengthen the rights of individuals and increase the obligations of companies involved in data processing, such as telecommunication operators and financial services providers. If these risks were to materialize, the owners of the data disclosed or modified could suffer considerable damage, and the Group could be held liable, compliance with its corporate purpose could be questionedcalled into question and its reputation could be substantiallymaterially affected.

Orange faces a variety ofvarious internal and external risks relating to human health and safety.

Owing to the specific nature of itsOrange’s business as an operator business and its geographical location,scope, international conflicts and a context where social tensions and socialindustrial unrest are increasing expose Orange employees and subcontractors are exposed to risks to their safety.safety while performing their professional activities.

Government measures andIn addition, in a context of more regular teleworking, Orange’s decision to favor telework in responseemployees and its subcontractors are exposed to the current pandemicrisks associated with these new working conditions, which are sometimes a sourcesources of social isolation, and Orange’s and its subcontractors’ employees are exposed to risks towhich can also have direct or indirect repercussions on their health andor even their safety.

In addition, the Group’s transformation plan linked to Engage 2025 andprogram, the rapid acceleration of the virtualization of exchangesinteractions and the development of digital tools could generate psychosocial risks, potential sources of physical or psychological disability for individuals. Such risks could also slow the rollout of the Group’s strategy roll-out and have a material impact on its reputation and operation.

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Orange is exposedmay find it difficult to risks of corruption, or individual or collective behavior that is not in line withobtain and retain the skills needed for its business ethics, or which may also be fraudulent.on a long-term basis due to numerous employee departures and ever-faster developments in its activities.

AsEvery year, a significant number of employees leave the Group or, in France, benefit from end-of-career part-time work arrangements. This trend accelerated in 2023, particularly within the central functions of the various operational headquarters, as part of the implementation of the new intergenerational agreement in December 2021.

At the same time, the need for new skills is growing, whether related to technological developments or the Group’s activities and thoseline of its suppliers, subcontractors and partners cover all regionsdevelopment specifically in terms of rare skills or occupations experiencing shortages in the world, Orange could, despite its efforts to continually improve its anti-corruption system in accordance with applicable laws, be exposed to or implicated in cases related to corrupt practices. Orange could also be the victim of fraudulent behavior or behavior that does not comply with international conventions, its Code of Ethics or its supplier code of conduct. Such behavior may originate from persons or companies with which a direct or indirect link can be established, and may directly target Orange, its customers, its business relationships or its employees.

In any event, the Group could be held liable, andjob market. If Orange’s attractiveness as an employer or its training programs were to prove insufficient, this could reduce its ability to effectively pursue its activities and successfully implement its strategy; its earnings quality of service and reputationoutlook could be adversely affected.affected by it, and some of the human risks described in the risk factor “Orange faces various internal and external risks relating to human health and safety” could increase.

In addition, without the necessary skills, the Group’s commitment to provide digital support to stakeholders could prove harder to keep.

The commitments made by Orange in terms of reducing its environmental impacts may not be met because they are largely based on its value chain and depend on the rapid development of new uses and technologies.

Orange has made a commitment to be Net Zero Carbon by 2040 and has set itself intermediate objectives to achieve this. The plan initiated by Orange should enable it to limit its environmental footprint and that of its value chain. The implementation of the principles of the circular economy, the many actions aimed at strengthening the control of its energy consumption, and the use of renewable energies or investments in carbon sinks fully contribute to this approach.

A predominant part of Orange’s environmental footprint is, however, linked to its value chain. As such, Orange’s efforts to achieve its commitment to be Net Zero Carbon in 2040 could be jeopardized both by the difficulties that its suppliers and subcontractors could encounter to reduce the footprint of the products and equipment supplied to Orange and by the sharp increase in digital traffic linked in particular to the development of uses.

If Orange’s environmental action plans, particularly during the period of technological transition on fixed and mobile networks, prove insufficient or require the mobilization of unavailable resources, the Group could fail to meet its commitment. This situation could have a significant negative effect on its image and could consequently lead to a loss of confidence among its stakeholders. This could lead, among other things, to a reduction in the number of customers, a loss of attractiveness as an employer, or an increase in the cost of financing. Should they materialize, these risks could, in addition, render Orange liable since these factors as a whole could affect the earnings and outlook of the Group. Beyond potential adverse effects on Orange, this could curb the development of the digital society.

The scope of Orange’s business activities, its numerous locations around the world, and its business dealings with a variety of partners may expose the Group to a risk of breachingviolating human rights and fundamental freedoms.

As the Group’s activities and those of its suppliers and subcontractors are carried out in all parts of the world, Orange could, in spite of the implementation of its Vigilance Plan, be exposed to violations of human rights and fundamental freedoms involving third parties with which a direct or indirect link may be established. Such violations may relate to forced labor, modern slavery or human trafficking, the rights of children, non-decent, discriminatory or dangerous working conditions, interference with freedom of association or expression, or privacy. In particular, they could occur in regions where minerals are mined, processed and traded in conflict zones, or areas where human rights are not respected. In addition, the Covid-19 pandemic is hindering Orange’s ability to exercise its oversight through on-site audits.

If they were to materialize, these risks could have a significantmaterial adverse impact on Orange, or itsthe relevant suppliers and subcontractors, concerned, in terms of image and reputation, and could result in liability for the Group.

In addition, Orange could be forced to comply with injunctions from local authorities other than what is formally required by law and regulations in the sense of having to suspend the operation of certain networks for which Orange is responsible or intercept communications, or even disclose personal data to third parties. Orange may also be compelled by local authorities to suspend or intercept communications that are routed by it.

Such situations could tarnish Orange’s reputation and result in the infringement of the freedom of expression and respect for privacy of the populations of the offending countries.

Orange is exposed to risks of corruption or individual or collective behavior that is not in line with its business ethics.

As the Group’s activities and those of its suppliers, subcontractors and partners cover all regions of the world, Orange could, despite its efforts to continually improve its anti-corruption system in accordance with applicable laws, be exposed to or implicated in cases related to corrupt practices or influence peddling. Similarly, despite its fraud prevention and detection program, Orange could also be the victim of fraudulent behavior or behavior that does not comply with international conventions, its Code of Ethics or its supplier code of conduct. Such behavior may originate from persons or companies with which a direct or indirect link can be established, and may directly or indirectly target Orange, its customers, its business relationships or its employees.

In any event, the Group could be held liable, and Orange’s earnings, service quality and reputation could be adversely affected.

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Moreover, Orange may be required, in the countries where it operates, to comply with injunctions from local authorities that do not comply with legal or regulatory requirements. These injunctions, the frequency of which is increasing with the growing role played by digital technologies in society, may involve a suspension (in full, in part, or in a given region) of certain networks for which Orange is responsible, or the interception of communications, or the disclosure of personal data to third parties. Complying with such injunctions may therefore infringe upon freedom of expression or other fundamental freedoms.

If Orange were to fail to enforce applicable laws or regulations, such injunctions could have a significant impact on the image and reputation of both Orange and the offending countries, and could result in an infringement of freedom of expression and privacy for civil society or the targets of such requests.

Orange and some of its stakeholders are exposed to physical and transitionaltransition risks related to climate change.

In addition to the impacts on Orange’s infrastructure (see above “Section 2.1.1 Operational risks - “Orange’s technical infrastructure is vulnerable to damage caused by intentional or accidental damage, but also byto natural disasters, the frequencyoccurrence of which ishas increased bydue to climate change”), climate change could also have a negative impact onworsen the activitieshealth or economic situation of its suppliers and subcontractors. It also creates expectations among Orange’s customers and other stakeholders, in particular with regard to its ability to implement its emergency services in the eventemployees, and more generally of an extreme weather event. Climate change could also exacerbate inequalities and health crises among the population, and generatepopulations, potentially generating significant migration flows, particularly in the MEAAfrica & Middle East region on which part of the Group’s prospects for growth in part depend. Ifoutlook depends.

Despite the climate change mitigation and adaptation measures implemented by Orange, if such events were to occur, Orange could find it more difficult to fulfill its corporate purpose, and more generally face negative financial consequences or reputational damage.particularly in terms of its commitment to digital inclusion.

In the future, Orange may find it difficult to obtain and retain the skills needed for its businessaddition, climate change could have other material impacts on a long-term basis due to numerous employee departures and ever-faster developments in its activities.

Orange is seeing a significant number of people leave the company or benefit from part-time work at the end of their career in France. At the same time, the need for new skills is growing, whether related to technological developments or the Group’s development in sectors in high demand in the job market. This could affect Orange’s ability to effectively pursuebusiness activities; for example, the availability and price of certain raw materials that are in the composition of the products sold or used by Orange as part of its activities and implement its strategy. Iftelecommunication services (see Section 2.1.1 Operationalrisks“A large part of Orange’s attractiveness as an employerrevenue is achieved in markets that are both highly competitive and regulated where pressure on price remains strong”); or its training programs were to prove insufficient, its earnings and outlook could be adversely affected, and some of the human risks describedchanges in the risk factorregulations applicable to Orange (such as, for example, the introduction of a carbon tax or the ban on the sale of certain products (see Section 2.1.2 Legalrisks “Orange faces a variety of internaloperates in highly regulated markets and external risks relating to human healthits business activities and safetyearnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy”)). These transition risks could increase.

In addition, withouthave direct and indirect financial impacts for the necessary skills, the aim of providing digital support to stakeholders, which is part of the Engage 2025 strategy, could prove harder to achieve.telecommunication industry and specifically for Orange.

Exposure to electromagnetic fields from telecommunicationstelecommunication equipment could have harmful effects on health and the perception of such a risk could hinder the development of services. Excessive and inappropriate use of telecommunication services and equipment could also have harmful consequences on health.

FollowingThe concerns raised in many countries regarding the possible human health risks linked toof exposure to electromagnetic fields from telecommunication equipment have generally led public authorities have in general approvedto adopt binding regulations and health authorities have issuedto issue various precautions on usage.

There is a consensus among expert groups and health authorities, including the World Health Organization (WHO), that no health risk has been established to date from exposure to electromagnetic fields below the limits recommended by the International Commission on Non-Ionizing Radiation Protection (ICNIRP). However, additionalThe complementary scientific studies are underwayconducted to date on some of the spectrumspectrums used for 5G.5G have come up with similar findings. Nevertheless, Orange cannot prejudge the conclusionsfindings of future scientific research or future assessments by international organizations and scientific committees mandated to examinepublications on these issues. If an adverse health effect were to be scientifically established, it would have a significantmaterial adverse effect on Orange’s business and brand image and on the Group’s earnings and financial position. Beyond potential adverse effects on Orange, this could significantly curb the development of the digital society.

PublicAny public perception of a risk to human health or biodiversity could lead to a reduction in the number of customers and their level of use, as well as an increase in litigation, particularly against the installation of antennas for the mobile network.antennas. This could lead to difficulties in creating new sites, in a context where certain stakeholders question the usefulness of rolling out 5G networks. There could also be a tightening of regulations, resulting in a reduction in areas covered,reduced coverage, failure to meet Orange’s coverage commitments to the authorities, deterioration in thedeteriorating quality of service and an increase in network rolloutroll-out costs.

The ubiquity of connected digital equipment may lead to inappropriate use due to overuse or exposure to inappropriate content and online harassment. Negative consequences on users could be both physical and psychological, particularly on young adults and children. If this ubiquity were perceived as a risk for the most vulnerable groups, it could undermine confidence in digital technology and act as a brake on innovation, and, for Orange, result in a decrease in the use of its services and a deterioration of its image.

Moreover, the use of new technologies such as generative artificial intelligence presents human and social risks that we do not yet fully comprehend.

In any event, the Group could be held liable, and Orange’s revenue,revenues, earnings, service quality of service and reputation could be adversely affected.

The rapid development of new uses and technologies may jeopardize the commitments made by Orange with regard to reducing its environmental impact.

Due to the nature of its services and its social reach, Orange must offer new solutions to reduce the environmental impact of its customers while limiting its own sources of environmental pollution. Orange has made a “Net Zero Carbon in 2040” commitment and has set itself the interim target of reducing its CO2 equivalent emissions by 30% by 2025 compared with 2015. As part of its Engage 2025 strategic plan, Orange aims to tighten the control of its energy consumption, step up the implementation of circular economy principles, intensify its use of renewable energies and increase its investments in carbon sinks. If its environmental action plans, particularly during the period of technological transition on the fixed network and the introduction of 5G, prove insufficient or mobilize unavailable resources, Orange could fail to meet its commitment, which could have a material adverse effect on its image and on the perception of the positive impact of telecommunications services for a carbon-free society.​

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Risks related to Orange’s U.S. listing

The price of Orange’s ADSs and the U.S. dollar value of any dividend will be affected by fluctuations in the U.S. dollar/euro exchange rate.

The ADSs are quoted in U.S. dollars. Fluctuations in the exchange rate between the euro and the U.S. dollar are likely to affect the market price of the ADSs. For example, because Orange’s financial statements are reported in euro, a decline in the value of the euro against the U.S. dollar would reduce Orange’s earnings as reported in U.S. dollars. This could adversely affect the price at which the ADSs trade on the U.S. securities markets. Any dividend that Orange might pay in the future would be denominated in euro. A decline in the value of the euro against the U.S. dollar would reduce the U.S. dollar equivalent of any such dividend.

Holders of ADSs may face disadvantages compared to holders of Orange’s Shares when attempting to exercise certain rights as shareholders.

Holders of ADSs are not treated as shareholders and do not have ordinary shareholder rights, which are governed by French law. Indeed, the depositary, through the custodian or the custodian's nominee, is the holder of the Shares underlying all ADSs and ADS holders have only ADS holder rights, as set forth in the deposit agreement. Among other things, ADS holder rights do not provide for double voting rights, which otherwise would be available to holders of Shares held in a shareholder's' name for a period of at least two years. Holders of ADSs may also face more difficulties in exercising their rights as shareholders than they would if they held Shares directly. For example, to exercise their voting rights, holders of ADSs must instruct the depositary how to vote theirthe underlying Shares. Because of this extra procedural step involving the depositary, the process for exercising voting rights will take longer for holders of ADSs than for holders of Shares. ADSs for which the depositary does not receive timely voting instructions will not be voted at any meeting.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.

The deposit agreement governing the ADSs representing Shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against Orange or the depositary arising out of or relating to the Shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. Consequently, if Orange or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with applicable law and ADS holders may not be entitled to a jury trial. If the waiver of jury trial is enforced, a lawsuit brought against either or both of Orange and the depositary under the deposit agreement would be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that could be less favorable to the plaintiffs in any such action.

Holders of our ADSs may be subject to limitations on the transfer of such ADSs and the withdrawal of the underlying Shares.

ADSs, which may be evidenced by American Depositary Receipts, or ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to an ADS holders’ right to cancel such ADSs and withdraw the underlying ordinary Shares. Temporary delays in the cancellation of such ADSs and withdrawal of the underlying ordinary Shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of Shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our Shares. In addition, holders of our ADSs may not be able to cancel such ADSs and withdraw the underlying Shares when such holders owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of Shares or other deposited securities.

U.S. investors may have difficulty enforcing civil liabilities against Orange and its directors and senior management.

The members of the board of directors and senior management at Orange are non-residents of the United States, and all or a substantial portion of assets of Orange and the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or Orange in the United States, to obtain jurisdiction over us or our non-U.S. resident senior management and directors in U.S. courts, in connection with those actions predicated on the civil liability provisions of the US federal securities laws, to enforce judgments obtained in U.S. courts against them or Orange based on civil liability provisions of the securities laws of the United States.States, or obtain evidence in France or from any French citizen or any individual being resident in France or any officer, representative, agent or employee of a legal person having its registered office or an establishment in a territory of France. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. In particular, there is some doubt as to whether French courts would recognize and enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in France. The United States and France do not currently have a treaty providing for recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters.

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Preemptive rights may be unavailable to holders of Orange’s ADSs.

Holders of Orange’s ADSs or U.S. resident shareholders may be unable to exercise preemptive rights granted to Orange’s shareholders, in which case holders of Orange’s ADSs could be substantially diluted. Under French law, whenever Orange issues new shares for payment in cash or in kind, Orange is usually required to grant preemptive rights to its shareholders. However, holders of Orange’s ADSs or U.S. resident shareholders may not be able to exercise these preemptive rights to acquire Shares unless both the rights and the Shares are registered under the Securities Act or an exemption from registration is available. In addition, the deposit agreement for our ADSs provides that the depositary will not make rights available to holders of our ADSs unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. Further, if we offer holders of our Shares the option to receive dividends in either cash or Shares, the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.

IfAccordingly, if the depositary (or a U.S. resident shareholder) is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, the rights will lapse or be allowed to lapse, in which case ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in Shares and may experience dilution in their holdings, and no value will be given for these rights, and the ADS holder (or U.S. resident shareholder) will lose value.

The PCAOB is currently unable to inspect the audit work and practices of auditors operating in France, including our auditors

Our auditors, ERNST & YOUNG Audit and KPMG Audit (a division of KPMG SA), are registered with the Public Company Accounting Oversight Board, or PCAOB, in the United States. The PCAOB’s cooperative arrangement with the French audit authority expired in December 2019. The expiration of this cooperation arrangement prevents inspections of registered firms in France until a new arrangement is concluded. Such inspections assess a registered firm’s compliance with U.S. law and professional standards in connection with the performance of audits of financial statements filed with the U.S. Securities and Exchange Commission. As a result, our investors may not realize the potential benefits of such inspections until a new cooperative arrangement, which is currently under negotiation, is entered into and inspections in France resume.

Investments in the Company’s securities may be subject to prior governmental authorization under the French foreign investment control regime

Pursuant to the provisions of Articles L.151-1 et seq. and R. 151-1 et seq. of the French Monetary and Financial Code, as amended by the decree (décret) No. 2023-1293 dated December 28, 2023 and the order (arrêté) dated December 28, 2023 pursuant to the French foreign investment regime, any investment by any non-French citizen, any French citizen not residing in France, any non-French entity or any French entity controlled by one of the aforementioned persons or entities that will result in the relevant investor (a) acquiring control of an entity incorporated under French law or an establishment registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, or (d) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, the threshold of 10% of the voting rights of a company incorporated under French law whose shares are admitted to trading on a regulated market, in each case, conducting activities in certain strategic industries, such as the industry in which the Company operates, is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.

In the context of the ongoing Covid-19 pandemic, a governmental decree, as modified, has created, until December 31, 2021, a new 10% threshold of the voting rights for the non-European investments in listed companies, in addition to the 25% abovementioned threshold.

Therefore, any investor meeting the above criteria willing to acquire all or part of the Company’s business with the effect of crossing the applicable share capital thresholds set forth by the French Monetary and Financial Code will have to request this prior governmental authorization before acquiring the Company’s Shares or ADSs. Orange cannot guarantee that such investor will obtain the necessary authorization in due time. The authorization may also be granted subject to conditions that deter a potential purchaser. The existence of such conditions to an investment in the Company’s securities could have a negative impact on its ability to raise the funds necessary to its development. In addition, failure to comply with such measures could result in significant consequences for the investor (including the investment to be deemed null and void). Such measures could also delay or discourage a takeover attempt, and the Company cannot predict whether these measures will result in a lower or more volatile market price of its ADSs or Shares.

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The information required by this section is set forth as follows in the 20202023 Universal Registration Document filed as Exhibit 15.1 of this document:

and iswhich are incorporated in this section by reference.

Seasonality

In general, Orange’s business operations are not affected by any major seasonal variations. However, the telephone traffic generated from fixed line telephony over the Northern Hemisphere during the summer months in the third quarter (ended September 30) is generally lower than in the other quarters.

Furthermore, in the retail markets, the number of new mobile customers for telecommunications services is generally higher in the second half of the calendar year than in the first half, primarily because of the increase in sales during the Christmas season. Consequently, revenues generated from the sale of equipment and packages, as well as the costs incurred in ordering equipment for customers and sales commissions, are generally higher in the second half of the calendar year than in the first half.

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The information required by this section is set forth as follows in the 20202023 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.1 Overviewon page 4 and the introduction of Section 3.1.3 Review by business segment on page 97,, and is incorporated in this section by reference.

See alsoFor a listing of significant subsidiaries, see Note 20 Main consolidated entities to the consolidated financial statements included in Item 18.Consolidated Financial Statements.

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The information required by this section is set forth as follows in the 20202023 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, on pages 34and Section 3.1.2.5 et seq.Group capital expenditure, and subsection Investment in networks of Section 1.3 Significant events, on pages 16 and 17, and is incorporated in this section by reference.

See also For information on material tangible fixed assets, see Note 9.58.5 Property, plant and equipment to the consolidated financial statements included in Item 18.Consolidated Financial Statements.

For certain environmental issues that may affect the Company’s utilization of assets, see Note 2.5.3 Consideration of climate change risks to the Consolidated Financial Statements.

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None.

There are no differences between IFRS as adopted in the European Union and IFRS Accounting Standards as issued by the IASB, as applied by Orange.

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Use of estimates and judgment

The Group’s reported financial condition and results of operations are also sensitive to judgment and assumptions underlying the estimates made. These estimates may be revised if the underlying circumstances evolve or in light of new information or experience. Consequently, estimates made as of December 31, 2020 may be changed subsequently.

Note 2.5 Accounting policies, use of judgment and estimates of the consolidated financial statements describes in more detail the items that are the most affected by judgment and assumptions and refers to the notes which detail these judgment and assumptions and which provide some disclosures (if any) about the sensitivity underlying these estimates.

Analysis of Group operating income

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This section discusses the Group's operating income by type of expense, after presentation adjustments, as presented in Note 1 to the Consolidated Financial Statements.

- 2020 vs. 2019

In 2020, Orange group operating income amounted to 5,521 million euros (of which 5,715 million euros for telecom activities and a loss of 195 million euros for Mobile Financial Services), compared with 5,930 million euros in 2019 in data on a historical basis.

For the effects of the Covid-19 pandemic on the Group’s activities and financial position, see Section 1.3 Significant events on pages 16 et seq. of the 2020 Registration Document filed as Exhibit 15.1 to this Form 20-F.

On a historical comparable basis, the 6.9% or 409increase of 308 million euro decreaseeuros, i.e. 6.6%, in Group operating income between 20192022 and 2020 reflected mainly:2023 is mainly attributable to:

These unfavorable changes were partially offset by:

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