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Table of Contents

As filed with the Securities and Exchange Commission on April 1, 2022March 30, 2023

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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 2021, 2022

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 _____________

For the transition period from _____________ to _______________

Commission File Number: 1-14712001-14712

ORANGE

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

111 quai du Président Roosevelt

92130 Issy-les-Moulineaux

France

French Republic

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

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

111 quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France

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

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

Title of each class:

Title of each class

    

Trading

Symbol(s)

    

Name of each exchange on which registered

American Depositary Shares, each representing 1one Ordinary Share, nominal value €4.00 per share

ORAN

New York Stock Exchange

Ordinary Shares, nominal value €4.00 per share*

New York Stock Exchange*

* Listed, not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

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

None

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:

Ordinary Shares, nominal value €4.00 per share 2,658,791,500 as of December 31, 20212022

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

Yes

No

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.

Yes

No

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:

Yes

No

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).

Yes

No

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.

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

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.         

*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.

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

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.

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). o

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

U.S. GAAP

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

Other

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.

Item 17

Item 18

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).

Yes

No

Table of Contents

Presentation of information

The consolidated financial statements contained in this annual report of Orange on Form 20-F for the year ended December 31, 20212022 (the “Annual Report on Form 20-F”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as of December 31, 2021.2022.

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, 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 “2021“2022 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 20212022 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 20212022 Universal Registration Document attached in Exhibit 15.1  except as otherwise required including for segment reporting. The 20212022 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 31, 2022.29, 2023. Other than as expressly provided herein, the 20212022 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.

20212022 Form 20-F / ORANGE – 2

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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:

A high concentration of Orange’s critical suppliersbroad geographic footprint and global supply tensions for a large number of products represent a risk for the Group’s activities;

Orange is faced with constantly increasing demand for connectivity and must therefore accelerate the rolloutscope of its networks while improving quality of service, but such investments are constrained by the availability of resources;

Orange is exposedactivities expose it to the risk of an interruption of its services, especially in case of cyberattacks;geopolitical, macroeconomic, security and operational risks;

The shift of Orange’s ecosystem towardstoward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain;

A large partThe high concentration of Orange's revenues is earned generated in highly competitive and regulated markets, where pricing pressure remains strong;Orange’s critical suppliers, the growing use of outsourcing, as well as global supply tensions represent a risk for the Group’s activities;

Orange is exposed to risks of inappropriate disclosure or inappropriate modification of stakeholder data, in its possession, particularly in the event of cyberattacks;

A large part of Orange's broad geographic footprintrevenues is generated in both highly competitive and regulated markets, where pressure on prices remains strong in an inflationary context;

Orange is exposed to the scoperisk of interruption to its services, particularly in the event of cyberattacks, conflicts or a shortage of strategic resources;

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;

Faced with the high connectivity needs linked to changing uses, Orange must accelerate the roll-out of its activities expose it to geopolitical, macroeconomic, fiscal and regulatory risks;networks while improving the quality of service, but such investments are constrained by the availability of its resources;

The development of mobile financial services activities in an increasing number of countries confrontsposes risks to Orange with risksthat are specific to this sector in each of its host countries;

Orange'sThe execution of Orange’s new strategy may not yield the expected results;

The Group’s brand policy represents a risk for the Orange brand image;

The scope of Orange’s business activities and the interconnection of its networks expose it to various acts of technical infrastructure is vulnerablefraud, specific to damage caused by intentional or accidental damage, but also by natural disasters, the occurrence of which is increased due to climate change;telecommunications sector;

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy;

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

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

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.

20212022 Form 20-F / ORANGE – 3

Table of Contents

Table of contents

PRESENTATION OF INFORMATION

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3

PART I

6

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

6

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

6

ITEM 3

KEY INFORMATION

6

3.A

[Reserved]

6

3.B

Capitalization and indebtedness

6

3.C

Reasons for the offer and use of proceeds

6

3.D

Risk factors

6

ITEM 4

INFORMATION ON ORANGE

1617

4.A

History and development of Orange

1617

4.B

Business overview

1718

4.C

Organizational structure

1718

4.D

Property, plants and equipment

1718

ITEM 4A

UNRESOLVED STAFF COMMENTS

1819

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

1819

5.A

Operating results

1819

5.B

Liquidity and capital resources

2022

5.C

Research and development, patents and licenses, etc.

2123

5.D

Trend information

2123

5.E

Critical Accounting Estimates

2223

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

2223

6.A

Directors and senior management

2223

6.B

Compensation

2223

6.C

Board practices

2224

6.D

Employees

2224

6.E

Share ownership

2627

6.F

Disclosure of actions to recover erroneously awarded compensation.

27

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

2627

7.A

Major shareholders

2627

7.B

Related party transactions

2628

7.C

Interests of experts and counsels

2728

ITEM 8

FINANCIAL INFORMATION

2728

8.A

Consolidated statements and other financial information

2728

8.B

Significant changes

2728

ITEM 9

THE OFFER AND LISTING

2728

9.A

Offer and listing details

2728

9.B

Plan of distribution

2729

9.C

Markets

2829

9.D

Selling shareholders

2829

9.E

Dilution

2829

9.F

Expenses of the issue

2829

ITEM 10

ADDITIONAL INFORMATION

2829

10.A

Share capital

2829

10.B

Memorandum of association and bylaws

2829

10.C

Material contracts

3031

10.D

Exchange controls

3031

10.E

Taxation

3032

10.F

Dividends and paying agents

3536

10.G

Statement by experts

3536

10.H

Documents on display

3536

10.I

Subsidiary information

3536

10.J

Disclosure Pursuant to Section 13 (r) of the United States Exchange Act of 1934

3536

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

3637

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

3637

12.A

Debt Securities

36

12.B

Warrants and Rights

3637

20212022 Form 20-F / ORANGE – 4

Table of Contents

12.B

Warrants and Rights

37

12.C

Other Securities

3638

12.D

American Depositary Shares

3638

PART II

3839

ITEM 13

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

3839

ITEM 14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

3839

ITEM 15

CONTROLS AND PROCEDURES

3839

15.A

Disclosure controls and procedures

3839

15.B

Management’s annual report on internal control over financial reporting

3840

15.C

Report of independent registered public accounting firms

3840

15.D

Changes in internal control over financial reporting

4041

ITEM 16

[RESERVED]

4041

ITEM 16A

AUDIT COMMITTEE FINANCIAL EXPERT

4041

ITEM 16B

CODE OF ETHICS

4042

ITEM 16C

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4042

ITEM 16D

EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

4042

ITEM 16E

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

4142

ITEM 16F

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

4143

ITEM 16G

CORPORATE GOVERNANCE

4243

ITEM 16H

MINE SAFETY DISCLOSURE

4344

ITEM 16I

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4344

PART III

4445

ITEM 17

FINANCIAL STATEMENTS

4445

ITEM 18

FINANCIAL STATEMENTS

4445

ITEM 19

LIST OF EXHIBITS

4445

SIGNATURE

4546

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

F-46

CONSOLIDATED FINANCIAL STATEMENTS

F-57

20212022 Form 20-F / ORANGE – 5

Table of Contents

PART I

Item 1

Identity of directors, senior management and advisers

Not applicable.

Item 2

Offer statistics and expected timetable

Not applicable.

Item 3

Key information

3.A

[RESERVED]

3.B

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D

RISK FACTORS

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.

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

with respect to risks relating to regulations and regulatory pressure, see Section 1.7 Regulation of telecommunication activities on pages 3638 et seq. of the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document and Note 18 Litigation to the Consolidated Financial Statements;Statements included in Item 18;

with respect to risks relating to litigation involving the Group, see also Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements, as well as Section 3.2.1 Recent events on page 119130 of the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document, where applicable;

with respect to financial risks, see:

-

Note 2.5.4 to the Consolidated Financial Statements included in Item 18 for macroeconomic context,

-

Note 7 to the Consolidated Financial Statements included in Item 18 for the key assumptions used to determine the recoverable amount of the main activities and specific risk factors that might affect this amount,

-

Notes 7 and 8 to the Consolidated Financial Statements included in Item 18 for asset impairments,

-

Note 13.8 to the Consolidated Financial Statements for derivatives,

20212022 Form 20-F / ORANGE – 6

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-

Note 13.8 to the Consolidated Financial Statements included in Item 18 for derivatives,

-

Note 14 to the Consolidated Financial Statements included in Item 18 for the management of interest rate risk, foreign exchange risk, liquidity risk, covenants, credit risk and counterparty risk, and equity market risk. The policies for managing interest rate, foreign exchange and liquidity risks are set by the Treasury and Financing Committee. See Section 5.2.2.3 Executive Committee and Group governance committees on pages 380415 et seq. of the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document;

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

Operational risks

Operational risks mainly include risks related to the telecommunications sector, and risks related to Orange’s strategy and business. In addition, risks with potentially significant employee-related, social and environmental consequences are presented in the section “-Non-financial risks” below.

AOranges broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks.

The proliferation of national and international crises and conflicts affects the general business climate and the conduct of the Groups activities. In that sense, the population movements following the conflict in Ukraine put pressure on the operations of Oranges subsidiaries bordering the conflict area by saturating the networks and requiring reinforcement of infrastructure sites in certain areas.

In addition, Orange has a large presence in countries and geographical areas marked by political or economic instability. This instability exposes Orange to decisions by governmental or judicial authorities contrary to its interests, sometimes combined with heightened tax or regulatory pressure. While certain additional taxes or fines can be disputed, the authorities can also decide to suspend services.

In some countries where the Group is present, its contribution to local economic activity is significant. However, its image is sometimes linked to that of the French government, exposing the Group to potential abuse or reprisals.

Lastly, current or future international economic sanctions against certain countries could affect the value or sustainability of investments made in those countries.

Such situations could call into question the profitability outlook used when making investment decisions and could adversely impact the Groups financial position and earnings.

The shift of Oranges ecosystem toward a more open and fragmented model enables global non-telecommunications actors to take an increasing share of the service and network value chain.

Competition with numerous actors, such as Over-The-Top (OTT) service providers and Internet market leaders, is spreading to the majority of the value-added services that use existing networks offered by Orange. In that sense, new players (SD-WAN, etc.) and other solution and service providers, particularly Cloud solutions and service providers, are positioning themselves as aggregators of such services, a role traditionally filled by integrated operators such as Orange. At the same time, disruptive technologies, such as the development of voice traffic via videoconferencing apps, allow new non- telecommunications players to capture revenue streams historically going to telecommunications operators.

Furthermore, the evolution of the ecosystem is marked by the massive investments made by new actors in infrastructure, specifically in that based on new technologies such as the Cloud and network virtualization, but also in submarine cables in which Orange is no longer necessarily a partner.

Lastly, the opening up and fragmentation of networks enable existing actors (such as infrastructure managers, network businesses not in the telecommunications sector such as railways and local authorities) to offer network services.

Operators such as Orange, for which the direct relationship with customers is a source of value, could therefore be marginalized. Likewise, the massive investment by new actors in infrastructure could, over time, make the Group increasingly dependent on them; some already control, for example, 80% of submarine cables or their capacity.

These developments could adversely affect Oranges revenues and margins.

The high concentration of Orange'sOranges critical suppliers, andthe growing use of outsourcing, as well as global supply tensions for a large number of products represent a risk for the Group'sGroups activities.

Oranges critical suppliers, depends, particularly in the areas of network infrastructure, information systems and mobile devices, operatehandsets, on a number of critical suppliers operating in highly consolidatedconcentrated markets.

Despite Oranges secure purchasing policies, this consolidationdependence poses a risk to the Groups current or future business (for example, the supply of hardware for 5G networks) in the event that one of these suppliers were to faildefaults or decideddecides to change its business practices,practices; and, regardless of the cause, including in the event of international economic sanctions against such critical supplier or its country of origin.

This

2022 Form 20-F / ORANGE – 7

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The risk of failuresupply disruption, including in the energy sector, is heightened by the shortages linked to the specific conditions ofin some markets, such as the onemarket for electronic components or the supply of essential resources, and by the intensity of the global economic recovery which has caused tension in the supply of numerousmany products and raw materials.materials, including minerals and rare resources needed for the production of electronic equipment.

If aone of its critical supplier were to failsuppliers failed to deliver on Oranges purchasing requirements, Orange'sOranges business, earnings and reputation could be permanently adversely affected.affected on a long-term basis.

Orange is facedexposed to risks of disclosure or inappropriate modification of data, particularly in the event of cyber-attacks.

Oranges business activities require the transmission through its networks and storage on its infrastructure of data, including that belonging to its B2B or government customers, suppliers, partners and all stakeholders other than natural persons (see Section -Non-financial risks below for information relating to risks regarding personal data).

Despite its infrastructure protection systems, Oranges business activities expose it to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of data, in particular when setting up new services or applications or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices).

The occurrence of these risks could, in particular, result from malicious acts (such as cyber-attacks) aimed in particular at the data in Oranges possession, but also inadvertently by Orange or by Group partners to which certain business activities are outsourced.

The Group could be held liable if these risks were to materialize. In addition, its reputation could be seriously harmed because Oranges positioning as a trusted operator comes with constantlyhigh expectations from its stakeholders in terms of security, which could have a significant adverse effect on future earnings.

A large part of Oranges 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, 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 disruptive technologies 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 Oranges services, similarly affecting its revenues and margins.

Furthermore, the difficult economic environment, marked by inflation and rising energy costs, is weighing on Oranges 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.

Against this backdrop, Orange is pursuing its policy of transformation toward a model that enhances its infrastructure (particularly through its subsidiary Totem), the quality of its services and offers, and its development in high-growth industries and regions such as cybersecurity and Africa & Middle East. If Orange were unable to implement this strategy, its revenues or margin growth prospects could be adversely affected.

For further information about competition, see Section 1.4 Operating activities on pages 18 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document.

Orange is exposed 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 telecommunications, compounded by the widespread take-up of teleworking and the digitization of businesses, the networks of telecommunications 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 conflict, telecommunications 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 such as energy or water, human error, particularly when subcontractors work on shared infrastructure, in the event of the failure of a critical supplier, or when new applications 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.

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.

2022 Form 20-F / ORANGE – 8

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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.

Oranges 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, Oranges 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 Oranges facilities.

Lastly, Oranges 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 demand forwith ongoing 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 Oranges customers and other stakeholders remain very high regarding Oranges 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 high demand for connectivity relatedlinked in particular to the changes in use of such services.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'sOranges 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 has ramped up its strategy of co-financing investments and poolingsharing its network infrastructure.

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

Orange is exposed to the risk of an interruption of its services, especially in case of cyberattacks.

Due to the essential nature of telecommunications, compounded by the massive take-up of telework, the networks of telecommunications operators are particularly exposed to risks of service disruption linked to intentional and sometimes criminal acts. Interruptions to the services provided to customers may occur as a result of malicious acts such as infrastructure sabotage or via increasingly sophisticated cyberattacks, which are now a permanent threat for both individuals and businesses, or at the request of government or judicial authorities.

Interruptions may also be unintentional. They can occur as a result of extreme weather events, human error, such as when subcontractors work on shared infrastructure, in conjunction with the failure of a critical supplier, or when new applications or software are rolled out or when they are updated. Lastly, they can occur as a result of capacity saturation resulting from the development of digital uses in economic life.

Despite the business continuity and crisis management measures taken by Orange to protect its networks and resize them, the frequency of increasingly numerous cyberattacks, the implementation of all-IP technologies, the increase in the size of service platforms and the consolidation of equipment in a reduced number of locations mean that service interruptions could affect a larger number of customers and several countries at the same time in the future.

Such events may disrupt activity not only of Orange customers but more widely of all citizens, and may even affect their health and safety. They could cause serious damage to Orange's reputation, give rise to liability claims against it and result in a reduction in traffic and revenue, thereby adversely impacting its earnings and outlook. 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.

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The shift of Orange's ecosystem toward a more open and fragmented model enables global players to take an increasing share of the service and network value chain.

Competition with numerous actors, such as over-the-top (OTT) service providers and Internet market leaders, in providing value-added services using existing networks is spreading to the majority of services offered by Orange. 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 developments could adversely affect Orange's revenue and margins.

A large part of Orange's revenues is generated in highly competitive and regulated markets, where pricing pressure remains strong.

Orange has little ability to raise the prices of its services due to the persistently fierce competition in all the markets in which it operates, and the decisions of industry regulators and competition authorities regulating prices in certain areas. Against this backdrop, Orange continues its transformation policy toward a multi-service operator model by proposing convergent offers, by developing its business in high-growth sectors and regions such as cyberdefense or Africa and the Middle East and by improving the quality of its services. If Orange were unable to implement this strategy, it could lose market share and see its margins narrow.

Furthermore, the current inflationary trends weigh on operational margins and, considering its pricing model, it is not certain that Orange will be able to pass on customers all the costs increases that it may incur.

For further information about competition, see Section 1.4 Operating activities on pages 17 et seq. of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document.

Orange is exposed to risks of inappropriate disclosure or modification of stakeholder data in its possession, particularly in the event of cyberattacks.

Orange's business activities require the transmission through its networks and storage on its infrastructure of data belonging to business or government customers, suppliers, partners and all stakeholders other than natural persons (for information relating to risks regarding personal data, section -Non-financial risks below). The increasing use of Cloud services and the outsourcing of digital services exposes Orange to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of such data, potentially resulting from (i) the implementation of new services or applications or their updates, (ii) the development of new businesses in the field of connected objects, (iii) malicious acts (such as cyberattacks) targeting data in Orange's possession, or (iv) negligence or errors that may be committed within Orange or by Group partners to which certain operations are outsourced.

The Group could be held liable if these risks were to materialize. Moreover, even though the Group's stakeholders have high expectations in terms of security, given Orange's positioning as a trusted operator, its reputation could be significantly adversely affected, which would then have a material effect on its future earnings.

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

Orange has a large base of business in countries or geographic areas marked by political, economic, regulatory or fiscal instability, or countries in which the Group's contribution to local economic activity is significant while its image is sometimes linked with the French State. In this uncertain context, Orange is exposed to decisions contrary to its interests taken by governmental or judicial authorities, such as requests to interrupt services, or new taxes or fines that, if contested, could lead the authorities to decide to suspend services.

Moreover, 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.

The development of Mobile Financial Services activities in an increasing number of countries confrontsposes risks to Orange with risksthat are specific to this sector in each of its host countries.

Mobile 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, 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'sGroup’s reputation and financial position.

The execution of Orange’s new strategy may not yield the expected results.

Orange’s new strategy aims to refocus on its core business as a profitable convergent operator while consolidating its value creation momentum in Europe, developing its infrastructure operator business and continuing to grow in Africa and the Middle East. The new strategy also aims to accelerate the Group’s transformation with the overhaul of its B2B positioning and the role that Orange aims to play in challenges facing society, in particular in matters of data integrity and as an actor in the environmental transition and a promoter of responsible and inclusive digital technology.

Despite the relevance of this new strategy with regard to changes in the Orange ecosystem (see above “The shift of Orange’s ecosystem toward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain.”), its success could depend on the accomplishment of the transformation projects which require, in particular, the support of its employees and customers. It could also depend on changes in the legal and regulatory framework and a fairer application of the existing legal and regulatory framework to telecommunication operators. The implementation of this new strategy also involves the continuation of operational efficiency programs such as the digitization of processes and cost management and capital allocation policies centered on the creation of value, which may not bring the expected results.

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Orange’s technical infrastructure is vulnerableShould Orange only be able to damage caused by intentional or accidental damage, but also by natural disasters,partially implement its new strategy under the occurrenceproposed plan, the Group may not be able to achieve all of the objectives it has set for itself, which is increased due to climate change.

Natural disasters, intentional damage caused by war, terrorism or social unrest, as well as other accidental events such as fires, errors or negligence during civil engineering work on infrastructure could lead to significant destruction of Orange’s facilities, resulting in both service interruptions and high repair costs.

The frequency and intensity of weather events related to the ongoing climate change (e.g., floods, storms, heat waves) continue to increase, which could aggravate disasters and increase related damage. These developments increasingly occur in a context where the expectations of Orange customers and other stakeholders remain high with respect to its capacity to provide service continuity, including in the case of extreme weather events. In the medium term, rising sea levels could affect sites and facilities located near the coast more often.

While the scope of coverage of related claims by insurers has decreased and could decrease further, the damage caused by major events or natural disasters could result in significant costs that may have to be borne by Orange, and could thus seriously andwould adversely affect its financial positiongrowth and outlook.

Orange's strategy to develop its new growth drivers may fail to yield the expected results.

Orange's strategy is to develop its business in high-growth regions, with a particular focus on Mobile Financial Services, cybersecurity and B2B IT services. Although based on the Group's strengths (capacity for innovation, digital expertise, distribution strength, broad footprint in the MEA region and brand awareness), the development of these businesses requires significant resources without guaranteeing that the use of the corresponding services will gain sufficient traction to generate a return on these investments.

If Orange were unable to implement this strategy, it could impact the growth of its revenue and itsprofitability outlook.

The Group'sGroup’s brand policy combined with a strategy of geographic expansion and diversification into new businesses, represents a risk for the Orange brand image.

Orange's strategyThe vast majority of accelerating itsthe Group’s business activities in growth areas entails execution risks inherent to new businesses (mobile banking and cyberdefense for example) and toare operated under the countries into whichsingle Orange brand. Although the Group is expanding. If these risks weretakes great care to materialize, and although the Group pays great attention to preservingpreserve the value of the major asset represented bythat is the Orange brand, the execution risks inherent in each of its business activities could, if they could adverselymaterialize, affect the company's reputation.image of the Orange brand and thus damage the reputation of the entire Group.

In the event of significant damage to the Orange brand image, the Group'sGroup’s earnings and outlook could be adversely affected.

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.

Legal risks

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy.

In most of the countries where it operates, Orange has little flexibility to manage its business activities because it must comply with numerous and restrictive requirements relating to the provision of its products and services, primarily relating to obtaining and renewing licenses to operateconduct its activities. Orange must also has to comply with its own regulatory obligations and oversight by authorities seeking to maintain effective market competition, as well as, in some countries, additional constraints owing to its historically dominant position in the fixed telecommunication market.

Oranges business and earnings could be materially affected by changes in laws or regulations, some of which may be extraterritorial in nature, or by changes in government policy, including decisions made by regulatory or competition authorities regarding:

the modification or renewal under unfavorable conditions, or even the withdrawal, of fixed or mobile operatoroperator’s licenses;
conditions governing network accessfor accessing networks (primarily those in connection with roaming or infrastructure sharing); or rolling-out new networks such as Fiber;
service rates;
the introduction of new taxes or increases in existing taxes on telecommunication companies, including the introduction of taxes aimed at facilitating the achievement of countries’ carbon neutrality targets (such as taxes on use or handset purchases);

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banking and financial supervision, and any related compliance regulations such as laws and regulations on economic sanctions;
non-financial corporate obligations;
data security;
merger and acquisition policy;
regulations affecting operators ofin competing sectors, such as cable;
consumerismconsumer legislation.

Such changes, developments or decisions could materially adversely affect the Group’s revenuerevenues and earnings.

For further information on regulatory risks, see Section 1.7 Regulation of telecommunication activities on pages 3638 et seq. of the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document.

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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 regulations in force relating to its activities and its relations with its partners, suppliers, sub-contractorssubcontractors 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 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements.Statements included in Item 18. 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

Oranges 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  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 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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Risk of asset impairment

Changes affecting the economic, political or regulatory environment may result in asset impairment, particularly of goodwill.

AtDecember 31, 2021,2022, the gross value of goodwill recognized by Orange following acquisitions was 33.633.1 billion euros.

The carrying book values of long-term assets, including goodwill, fixed assets and interests in associates and joint ventures, are sensitive to any change in the environment that is different from the assumptions used. Orange recognizes impairment on those assets if events or circumstances occur that entail material adverse changes of a lasting nature, affecting the economic environment or the assumptions or objectives adopted at the time of the acquisition.

In 2021, Orange recognized 3.7 billion euros of impairment on goodwill in Spain. Over the lastpast five years, Orange has significantly impairedrecognized material impairment of its investments in Romania, Spain, the Democratic Republic of Congo and in Jordan.

At December 31, 2021,2022, the cumulative amount of goodwill impairment was 9.410 billion euros, excluding impairment of interests in associates and joint ventures which, include in certain cases, include goodwill in their carrying value.

New events or unfavorable circumstances could prompt Orange to review the current value of its assets and to recognize further material impairment that could havewith an adverse effect on its earnings. Sensitivity analyses carried out at December 31, 20212022 with respect to Spain and Romania in particular revealed additional estimated impairment risks of up to 3% and 16% of net goodwill values respectively.240 million euros.

In addition, in the event of a disposal or IPO, the value of certain subsidiaries may be affected by changes in the equity and bond markets.

For further information on goodwill and recoverable amounts (particularly key assumptions and sensitivity), see Note 7 Impairment losses and goodwilland Note 8.3Impairment of fixed assets to the Consolidated Financial Statements.Statements included in Item 18.

Credit-rating risk

A change in Oranges credit rating could increase the cost of debt and in some cases limit access to the financing Orangeit needs.

OrangesOrange’s credit rating from rating agencies is based partly on factors beyond its control, namely conditions affecting the telecommunication industry in general or conditions affecting certain of the countries or regions in which it operates. It may be changed at any time by the rating agencies, in particular as a result of changing economic conditions, a downturn in the GroupsGroup’s earnings or performance, or changes to its shareholding structure. A prolonged multi-notch downgrade in OrangesOrange’s credit rating would have a material adverse effect on its financing terms.

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Liquidity risk

Oranges 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 included in Item 18, 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, 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.

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.Statements included in Item 18.

Foreign exchange risk

Orange’s resultsincome and cash positionflows are exposed to foreign exchange rate fluctuations.

Currency markets can be volatile due to the economic and geopolitical context.conditions.

The main currencies in which Orange is exposed to a major foreign exchange risk are the Polish zloty, the Egyptian pound, the Moroccan dirham and the U.S.US dollar. 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.

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When preparing the 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.Statements included in Item 18.

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.

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

See Note 13.8 Derivative instrumentsDerivatives to the Consolidated Financial Statements.Statements included in Item 18.

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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 syndicatedmulti-currency revolving credit facility, which has a maturity date in 2023,2027, 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 4.3 Trade receivables and 14.5 Credit risk and counterparty risk management to the Consolidated Financial Statements.

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.

With regard to violationsOrange’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 Orange’s business activities expose it 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. This includes, for example, their banking details, which form the basisfield of Orange’s Mobile Financial Services business.

connected devices). The occurrence of these risks could result in particular from (i) the implementation of new services or applications or their update, (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'sGroup’s partners to whom 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'sOrange’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”).

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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, April 2016, GDPR), which reinforcesstrengthen the rights of individuals and increase the obligations of companies involved in data processing, such as telecommunicationstelecommunication operators and financial services providers. If these risks were to materialize, the owners of the data disclosed or modified could suffer 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 Oranges business as an operator and the scope of its geographical location,scope, international conflicts and a context where social tensions and laborindustrial unrest are increasing expose Orange employees and subcontractors to risks to their safety while performing their professional activities.

Furthermore, againstIn addition, in a backdropcontext of increasinglymore regular telework, sometimes a source of social isolation, theteleworking, Oranges employees of Orange and its subcontractors are exposed to the risks toassociated with these new working conditions, which are sometimes sources of social isolation, which can also have direct or indirect repercussions on their health andor even their safety.

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In addition, the Group'sGroups transformation program, linked to the Engage 2025 strategic plan and the rapid acceleration of onlinethe virtualization of interactions 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'sGroups strategy roll-out and have a material impact on its reputation and operation.

In the future, Orange may find it difficult to obtain and retain the skills needed for its business on a long-term basis due to numerous employee departures and ever-faster developments in its activities.

Every year, a significant number of peopleemployees leave their employment or other relationship with the Group or, in France, may benefit from end-of-career part-time work arrangements. This trend could accelerateaccelerated in 2022, particularly within the central functions of the various Groups corporate functionsoperational head offices, as part of the implementation of the new intergenerational agreement in December 2021(see2021 (see Section 1.3 Significant events on page 16pages 13 et seq. of the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document).

At the same time, the need for new skills is growing, whether related to technological developments or the Group'sGroups line of development specifically in professions in high demandterms of rare skills or occupations experiencing shortages in the job market. This could affect Orange's ability to effectively pursue its activities and implement its strategy. If Orange'sOranges 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 and outlook could be adversely affected by it, and some of the human risks described in the risk factor "OrangeOrange faces a variety ofvarious internal and external risks relating to human health and safety"safety could increase.

In addition, without the necessary skills, the aim of providingGroups commitment to provide digital support to stakeholders which is part of the Engage 2025 strategic plan, could prove harder to achieve.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 Oranges environmental footprint is, however, linked to its value chain. As such, Oranges 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 Oranges 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.

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

In addition to the impacts on Oranges infrastructure (see above Operational risks - Oranges technical infrastructure is vulnerable to intentional or accidental damage, but also to natural disasters, the occurrence of which has increased due to climate change), climate change could also worsen the health or economic situation of Oranges customers and employees, and more generally of populations, potentially generating significant migration flows, particularly in the Africa & Middle East region on which part of the Groups growth outlook 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 purpose, particularly in terms of its commitment to digital inclusion.

In addition, climate change could have other material impacts on Oranges business 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 telecommunication services (see Section above Operational risks - A large part of Oranges revenue is achieved in markets that are both highly competitive and regulated where pressure on price remains strong); or changes in the regulations applicable to Orange (such as, for example, the introduction of a carbon tax or the ban on the sale of certain products (see Section above Legal risks - Orange operates in highly regulated markets and its business activities and earnings 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 have direct and indirect financial impacts for the telecommunication industry and specifically for Orange.

2022 Form 20-F / ORANGE – 14

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

As the Groups 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 Oranges earnings, service quality of service and reputation could be adversely affected.

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

In addition to the impacts on Orange's infrastructure (see above Operational risks - Orange's technical infrastructure is vulnerable to damage caused by intentional or accidental damage, but also by natural disasters, the occurrence of which is increased due to climate change), climate change could also have a negative impact on the activities of its suppliers and subcontractors. It could also exacerbate inequalities and health crises among the population, and generate significant migration flows, particularly in the MEA region, on which the Group's prospects for growth in part depend. 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.

The scope of Oranges 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,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. The reduced capacity of Orange to exercise its supervision via on-site audits (due to continued restrictions on international travel) aggravates these risks.

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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.

Moreover,In addition, Orange maycould be required, in the countries where it operates,forced to comply with injunctions from local authorities that do not comply with legal or regulatory requirements. These injunctions,other than what is formally required by law and regulations in the frequencysense of which is increasing withhaving to suspend the growing role played by digital technologies in society, may involve a suspension (in full, in part, or in a given region)operation of certain networks for which Orange is responsible or the interception ofintercept communications, or the disclosure ofeven disclose personal data to third parties. Complying with such injunctionsOrange may therefore infringe upon freedom of expressionalso be compelled by local authorities to suspend or other fundamental freedoms.intercept communications that are routed by it.

IfSuch situations could tarnish Orange were to fail to enforce applicable laws or regulations, such injunctions could have a significant impact on the images reputation and reputation of both Orange and the offending countries, and could result in anthe infringement of the freedom of expression and respect for privacy for civil society orof the targetspopulations of such requests.the offending countries.

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). The first complementary scientific studies conducted to date on some of these frequenciesthe spectrums used for 5G have come up with similar findings. However, Orange cannot prejudge the conclusions of future scientific research or future assessments by international organizations and scientific committees mandated to examine these issues. If an adverse health effect were to be scientifically established, it would have a significantmaterial adverse effect on Orange'sOranges business and brand image and on the Group'sGroups 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 Oranges 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.

In any event, the Group could be held liable, and Oranges 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 on the mobile network, prove insufficient or require the mobilization of unavailable resources, Orange could fail to meet its commitment. This 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.

20212022 Form 20-F / ORANGE – 1415

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Risks related to Oranges 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 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 the 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 or 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, 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.

Accordingly, 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.

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 the French Monetary and Financial Code, 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 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, 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, 2022,2023, a new 10% threshold of the voting rights for the non-European investments in listed companies, in addition to the 25% abovementioned threshold. This 10% threshold is expected to be permanently integrated into the French Monetary and Financial Code.

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.

Item 4

Information on Orange

4.A

HISTORY AND DEVELOPMENT OF ORANGE

The information required by this section is set forth as follows in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document:

the introduction to Section 1.1 Overview on page 4,
Section 7.1 Company identification on page 424,466,
Section 1.1.3 History on page 6,

2022 Form 20-F / ORANGE – 17

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Section 3.1.2.5 Group capital expenditure on pages 9099 et seq.,

and is incorporated in this section by reference.

For a discussion on significant divestitures, see also Note 3 Gains and losses on disposal and main changes in scope of consolidation to the Consolidated Financial Statements.

A discussion of the Company’s principal capital expenditures and divestitures for the year ended December 31, 20192020 are included in Section 3.1.2.5 Group capital expenditure on pages 90 99 et seq. of the Universal Registration Document filed as Exhibit 15.1 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 18, 2021April 1, 2022 and incorporated in Part I, Item 4.A (History and Development of Orange) thereof.

Agent in the United States: Orange Participations U.S. Inc., 13865 Sunrise Valley Drive, Coppermine Commons Bldg. 2, Suite 425, Herndon, VA  20171-6190.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Orange also maintains a website at www.orange.com. For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

2021 Form 20-F / ORANGE – 16

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4.B

BUSINESS OVERVIEW

The information required by this section is set forth as follows in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document:

Section 1.3 Significant events (excluding references to EBITDAaL) on pages 1413 et seq.,,
Section 1.4 Operating activities on pages 1718 et seq.,
Section 1.6.2 Intellectual Property and Licensing on page 3537,
Section 1.7 Regulation of telecommunication activities on pages 3638 et seq.,
Section 3.1.2.1 Group revenue on pages 85 93 et seq.,
Section 7.2.2 Glossary of technical terms on pages 427 and 428468 ,et seq,

and is 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.

4.C

ORGANIZATIONAL STRUCTURE

The information required by this section is set forth as follows in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document:  Section 1.1 Overview on page 4 and the introduction of Section 3.1.3 Review by business segment on page 92,102, and is incorporated in this section by reference.

For a listing of significant subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

4.D

PROPERTY, PLANTS AND EQUIPMENT

The information required by this section is set forth as follows in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, on pages 3032 et seq., and Section 3.1.2.5 Group capital expenditure on pages 90 99 et seq.seq., and is incorporated in this section by reference. For information on material tangible fixed assets, see Note 8.5 Property, plant and equipment to the 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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Item 4A

Unresolved staff comments

None.

Item 5

Operating and financial review and prospects

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

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

5.A

OPERATING RESULTS

This section sets forth:

an overview of the operating results of the Group, set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document, found in (i) the introduction to Section 3.1 Review of the Group’s financial position and results and Section 3.1.1 Overview, on pages 8391 et seq., and (ii) Section 1.3 Significant events on pages 1413 et seq. and incorporated in this section by reference;
a comparative analysis of the Group income statement and capital expenditures (and related financial information) and a comparative analysis by business segment for 20212022 and 2020,2021, set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.1.2.1 Group revenue on pages 8593 et seq., and 3.1.2.3 Group net income, 3.1.2.4 Group comprehensive income, 3.1.2.5 Group capital expenditure and 3.1.3 Review by business segment on pages 89102 et seq.;
a comparative analysis of the Group operating income for 20212022 and 2020,2021, set forth below;
a comparative analysis of the Group operating results and a comparative analysis by business segment for the years ended December 31, 20202021 and December 31, 2019,2020, are included in Part I, Item 5.A (Analysis of Group operating income) of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 18, 2021.April 1, 2022.

In this Annual Report on Form 20-F, including in the foregoing sections that are included in Exhibit 15.1 and incorporated by reference in this section, Orange sets forth certain financial aggregates or indicators that are not defined under IFRS, in addition to the financial aggregates or indicators that are presented in accordance with IFRS. Accordingly, the information set forth in Section 3.1.5 Financial indicators not defined by IFRS (excluding Sections 3.1.5.2, 3.1.5.4, 3.1.5.5 and 3.1.5.7, which are explicitly excluded from this Annual Report on Form 20-F), on pages 114124 et seq. of the 20212022 Universal Registration Document is incorporated in this section by reference. The financial aggregates or indicators not defined under IFRS are provided as additional information and should not be substituted for or confused with the financial aggregates or indicators that are defined under IFRS, and they may not be directly comparable with the non-IFRS financial measures of other companies using the same or similar non-IFRS financial measures.

In addition, the information set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 7.2.1 Financial glossary, on pages 424466 et seq., is incorporated by reference in this section.

See also Note 2 Description of business and basis of preparation of the consolidated financial statements to the Consolidated Financial Statements.

Analysis of Group operating income

    

2021

    

2020

    

2020

    

2022

    

2021

    

2021

(at December 31, in millions of euros)

data on a comparable basis

data on a historical basis

data on a comparable basis

data on a historical basis

Operating income

 

2,521

 

5,537

 

5,521

 

4,801

 

122

 

2,521

Telecom activities

 

2,702

 

5,736

 

5,715

 

5,000

 

303

 

2,702

Mobile Financial Services

 

(182)

 

(200)

 

(195)

 

(200)

 

(182)

 

(182)

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This section discusses the transition from Group revenue to Group operating income by type of expense as presented in Note 1 to the Consolidated Financial Statements.

g 20212022 vs. 20202021

In 2021,2022, Orange group operating income amounted to 2,5214,801 million euros (of which 2,7025,000 million euros forfrom telecom activities and a loss of 182200 million euros forfrom Mobile Financial Services)Services activities), a decrease of 54.3%up 2,280 million euros on a historical basis and 54.5%4,679 million euros on a comparable basis with respect to 2020.2021.

On a historical basis, the 54.3% or 2,999increase of 90.4%, i.e. 2,280 million euro decreaseeuros, in Group operating income between 20202021 and 2021 was mainly due to:2022 includes:

the favorableunfavorable impact of changes in the scope of consolidation and other changes for 43of 2,481 million euros, mainly corresponding primarily to the effectloss of the takeover of Telekom Romania Communications (TKR) on September 30, 2021 for 40 million euros (see Section 1.3 Significant events on page 17 of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document);

exclusive control over:

Orange Concessions for 2,177 million euros, following the negativedisposal of 50% of the capital and the application of equity accounting on November 3, 2021 (with, primarily, the gain of 2,124 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements), and
Światłowód Inwestycje (FiberCo in Poland), through the disposal of 50% of the capital and the application of equity accounting on August 31, 2021 (with, primarily, the gain of 340 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements);
the positive effect of foreign exchange fluctuations which amounted to 27of 81 million euros, mainly resulting from the performance of the US dollar and the Guinean franc against the euro; and

the 3,015 million euro decrease in operating incomeorganic change on a comparable basis, as more fully described below.

i.e. an increase of 4,679 million euros in operating income.

On a comparable basis, the 54.5% or 3,015increase of 4,679 million euro decreaseeuros in Group operating income between 20202021 and 20212022 was mainly due in order of importance to:

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the goodwill impairment in 2021decrease of 3,70277.9%, i.e. 2,885 million euros in Spainthe impairment of goodwill (see Note 7 to the Consolidated Financial Statements), where essentially as a result of:

the counter-effect of the recognition in 2021 of goodwill impairment of 3,702 million euros for activities in Spain. At December 31, 2021, Spain’s business plan had been significantly revised downward sincecompared with the one used at December 31, 2020, in view of (i) a deteriorating competitive environment despite market consolidation operations (affected by the decrease inerosion of average revenuerevenues per user), and (ii) uncertaintiesuncertainty surrounding the continuation of the Covid-19 health crisis (delay in the forecasts for economic recovery forecasts);

recovery), and

the recognition in 2022 of goodwill impairment of 789 million euros for Romania. This impairment mainly reflects (i) a significant increase in the discount rate due to changes in the business market assumptions, (ii) increased competitive pressure, and (iii) the downward revision of the business plan compared with the one used at December 31, 2021, particularly in the next few years;
the decrease of 10.6%, i.e. 1,059 million euros, in labor expenses (see Section 7.2.1 Financial glossary and Note 6 to the Consolidated Financial Statements), mainly due to:
the decrease of 895 million euros in the expense recognized for the French part-time for seniors plans (relating to agreements for the employment of older workers in France) and related premiums, mainly due to (i) the counter-effect of the recognition in 2021 of an expense of 1,225 million euros underfor the renewal of the French part-time for seniors plans (Temps Partiel Séniors – TPS), relating to agreementsplan under the inter-generational agreement for the employment of older workers in France, as part of the intergenerational agreement signed at the end of 2021 for theperiod 2022–2024 period (see Section 1.3 Significant events on page 16 of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document and Note 6.2.1 Types of postemployment benefits and other longterm benefits6.2 to the Consolidated Financial Statements);

, (ii) partially offset by the expense of 367 million euros recognized in 2022, largely because of how successful these plans have been with employees; and

the increase in commercial expenses, equipment and content costs (see Section 7.2.1 Financial glossary), after the fall observed in 2020 against the backdropcounter-effect of the Covid-19 health crisis. This increase can be explained (i) mainly by the growth of equipment sales and the recovery of general commercial activity in France, Europe and for B2B services, as well as (ii) by the increase in content costs in Spain (mainly costs of television services and soccer broadcast rights), (iii) by the increase in retail fees and commissions in Africa & Middle East countries (Orange Money commercial momentum and activity), and (iv) by the increase in advertising, promotion and sponsoring expenses (notably preparations for the 2024 Olympic and Paralympic Games of Paris);

the increase in restructuring program costs, mainly concerning Spain (employee departure plans; closure of points of sale), services to International Carriers & Shared Services (in respect of the optimization of real estate assets), and to a lesser degree, Poland (employee departure plans) and Africa & Middle East countries;

the recognition in 2021 of the expense related to the employee offering, Together 2021 Employee Shareholding Plan of 172 million euros (see Section 1.3 Significant Events on page 16 of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document and Note 6.3Sharebased payment to the Consolidated Financial Statements).

Other labor expenses were virtually stable between the two periods, with the decrease in the average number of employees (full-time equivalent) of entities in France offsetting in particular the effect of policies relating to employee wages in France and abroad. Between the two periods, the average number of employees (full-time equivalent, see Section 7.2.1 Financial glossary) decreased by 3.0%, i.e. by 3,980 full-time equivalent employees (mainly in France, Poland and Spain);
the decrease of 44.1%, i.e. 326 million euros, in other operating expenses (see Section 7.2.1 Financial glossary and Note 5.2 to the Consolidated Financial Statements). This decrease is mainly due to (i) developments in various disputes over the year, and (ii) lower allowances and losses on trade receivables – telecom activities (see Notes 4.3 and 5.2 to the Consolidated Financial Statements), especially in Europe (Romania, Spain);

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the increase of 0.6%, i.e. 276 million euros, in revenues;
the decrease of 5.9%, i.e. 267 million euros, in service fees and inter-operator costs (included in external purchases, see Section 7.2.1 Financial glossary), primarily as a result of (i) the general decrease in interconnection costs (particularly in France, Poland, Romania and Spain), linked on the one hand to the regulatory cuts in call termination rates in several countries (mainly in Europe and in France) and, on the other hand, to the general contraction in the legacy activities of fixed and mobile wholesale and enterprise services, (ii) partially offset by the increase in network expenses in France and in Europe, notably due to customer migration to third-party very high-speed broadband networks;
the decrease of 62.3%, i.e. 206 million euros, in restructuring costs, mainly due to the counter-effect of the recognition in 2021 of restructuring costs in Spain (employee departure plans and closure of points of sale, see Note 5.3 to the Consolidated Financial Statements);
the increase of 162 million euros in gains (losses) on disposal of fixed assets, investments and activities (see Note 3.1 to the Consolidated Financial Statements) mainly due to (i) the higher gain on disposal of fixed assets (see Note 8.1 to the Consolidated Financial Statements) in Africa & Middle East countries (principally in connection with the disposal of assets in the Democratic Republic of the Congo (DRC) and Côte d’Ivoire), as well as for Shared Services and Poland (under programs for the optimization of real estate assets), and (ii) the gain on disposal of 77 million euros related to the remeasurement at fair value of Deezer assets following the merger of Deezer with the special purpose acquisition vehicle, or SPAC, I2PO and the IPO of the new entity (see Section 1.3 Significant events and Note 3.2 to the Consolidated Financial Statements); and
additionally, (i) the decrease of 1.0%, i.e. 69 million euros of depreciation and amortization of fixed assets (see Note 8.2 to the Consolidated Financial Statements), mainly due to the effect of extending the depreciation period for the copper network in France, and (ii) the decrease of 3.1%, i.e. 60 million euros, in operating taxes and levies (see Section 7.2.1 Financial glossary and Note 10.1 to the Consolidated Financial Statements), mainly in Spain.

These positive changes are partially offset by:

the increase in external purchases (see Section 7.2.1 Financial glossary and Note 5.1 to the Consolidated Financial Statements), which reflects:
the increase of 9.1%, i.e. 259 million euros, in other external purchases (see Section 7.2.1 Financial Glossary) was down 2.0% representing a decrease, related to the resumption of 2,670 full-time equivalent employees (mainlytravel and consulting and support missions (with the end of Covid-19 restrictions) and to higher vehicle energy costs (see Section 1.3 Significant events), and (ii) the increase in France, Spainpurchase for resale costs (growth of energy purchases in Poland, development of integration services and Poland). Wagesinformation technology for Enterprise services and employee benefit expenses were stable between the two periods: the declineroll-out of build-to-suit mobile sites in the average number of employees (full-time equivalent) of entities located in France was largely offset by the effect of labor policies in France and internationally;

France);

the increase of 1033.1%, i.e. 234 million euros, in depreciationcommercial expenses, equipment costs and amortization of right-of-use assets,content rights (see Section 7.2.1 Financial glossary), mainly due to (i) the rise in France (increasecommercial expenses and equipment costs for Enterprise services (resulting from the major NEO contract signed with the National Gendarmerie and National Police in leased lines, commissioning of new technical sites)France), and incidentally in the Other European countries andas well as in Africa & Middle East countries;

countries (with the expansion of Orange Money and general business growth) and Europe (linked to strong equipment sales momentum), particularly in Poland, and (ii) to a lesser extent, higher content costs;

the 81increase of 2.7%, i.e. 96 million euro increaseeuros, in other network expenses and IT expenses (see Section 7.2.1 Financial glossary of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document)), largely due to (i) higher energy access costs for fixed and mobile networks, mainly in Spain, and inEurope, Africa & Middle East countries (in connection withand for Totem (see Section 1.3 Significant events), and (ii) increased IT expenses for Enterprise services, (iii) partially offset by lower operating and maintenance expenses for the activity growth, development of data services and continued deployment of networks); and

copper network in France;

the 29 million euro increase in depreciation and amortization of financed assets in France (set-top boxes financed by an intermediary bank; see Note 8.5 to the Consolidated Financial Statements).

2021 Form 20-F / ORANGE – 19

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These unfavorable changes were partially offset by:

the 2,279 million euro increase of gains on the disposal of fixed assets, investments and activities mainly due to the recognition in 2021 of (i) a 2,124 million euros gain from the loss of exclusive control of Orange Concessions and (ii) a 340 million euro gain from the loss of exclusive control of Światłowód Inwestycje (FiberCo in Poland) (see Section 1.3 Significant events on page 14 of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document and Note 3.2 Main Changes in the scope of consolidation to the Consolidated Financial Statements), (iii) partlypartially offset by the decrease in income from the disposal of fixed assets between the two periods (see Note 8.1 to the Consolidated Financial Statements);

the 322 million euro increase in revenue;

the 224 million euro decrease in service fees and inter-operator costs (see Section 7.2.1 Financial glossary of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document), in the majority of countries, resulting from the widespread decline of interconnection costs in nearly all countries, reflecting the general decrease of fixedabove); and mobile services to carriers and the regulatory decline of call termination rates in some countries, mainly in Europe and in Africa & Middle East countries;

to a lesser extent, by the increase of 40 million euros in other operating incomeimpairment of fixed assets (see Section 7.2.1 Financial glossary and Note 4.28.3 to the Consolidated Financial Statements), mainly due in particular to the increaserecognition, in 2022, of Net Banking Income (NBI) fromimpairment of fixed assets of 56 million euros, mainly for Mobile Financial Services, the increase in site rentals and franchises income and the increase of insurance indemnities in respect of losses and damages;

the decrease in other external purchases (see Section 7.2.1 Financial glossary), relating in particular (i)due to the decreasedeterioration in overheads, mainly in France and in Spain, in a context already marked by the Covid-19 health crisis (travel savings, canceled events, transformation of working methods,) and (ii) the counter-effect of the Covid-19 health crisis, with the recognition in 2020 of significant additional costs related to health measures;

the decrease in France in 2021 of the applicable rate of the company value added contributions (CVAE, primary component of the territorial economic contribution (CET), seebusiness plan (see Note 10.17 to the Consolidated Financial Statements), partially offset by the recorded increase in Africa & Middle East countries, particularly due to the upturn in business activity; and

.

the contraction of other operating expenses (see Section 7.2.1 Financial glossary and Note 5.2 to the Consolidated Financial Statements). This decrease is mainly due to lower impairment and losses on trade receivables from telecom activities (particularly in France, Europe and for Enterprise services) due primarily to the re-assessment of the risk of non-recovery of trade receivables at December 31, 2021, mainly in connection with the effects of the Covid-19 health crisis (see Note 4.3 and 5.2 to the Consolidated Financial Statements).

In 2020, an amount of 253 million euros was recognized for the specific additional costs generated by management of the Covid-19 health crisis.

g 20202021 vs. 20192020

The discussion of the Group’s operating and financial review and prospects for the years ended December 31, 20202021 and December 31, 20192020 is included in Part I, Item 5.A (Analysis of Group operating income) on page 1618 et seq.seq. of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 18, 2021.April 1, 2022.

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5.B

LIQUIDITY AND CAPITAL RESOURCES

This section presents, for the Orange group:

i) a comparative analysis of liquidity and cash flows, with a presentation of the net cash provided by operating activities, of the net cash used in investing activities and of the net cash used in financing activities,

ii) a presentation of the Group’s shareholders’ equity, and

iii) a discussion on the Group’s financial debt and financial resources,

which are set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document and incorporated in this section by reference as follows:

Section 3.1.4 Cash flow, financial debt and equity, on pages 108119 et seq.,
Section 3.1.2.5.1 Capital expenditure, on pages 9099 and 91,100,
Section 3.2.1 Recent events, on page 119,130,

as well as in Notes 13 Financial assets, liabilities and financial results (telecom activities), 14 Information on market risks and fair value of financial assets and liabilities (excluding Orange Bank) and 16 Unrecognized contractual obligations and commitments (excluding Orange Bank) to the consolidated financial statements.

2021 Form 20-F / ORANGE – 20

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Orange expects that its existing working capital and foreseeable cash from operations will be sufficient to finance its foreseeable working capital requirements. As at December 31, 2021,2022, the liquidity position of Orange’s telecom activities exceeded the repayment obligations of its gross financial debt in 2022.

Orange cash and cash equivalents are held mainly in France and other countries of the European Union that are not subject to restrictions on convertibility or exchange control. A portion of the cash and cash equivalents held by certain subsidiaries in Africa and the Middle East could be subject to transfer restrictions; however, such restrictions have not had and are not expected to have a significant impact on the Group’s ability to meet its cash obligations.

For further information on the risks relating to Orange’s financial debt and to the financial markets and a history of the Company’s credit ratings, see item 3.D Risk factors – Financial risks.

The following table summarizes payments due under Orange’s significant contractual commitments as of December 31, 2021:2022:

At December 31, 2021

    

Note to the

    

Contractual

    

Total

    

Less than

    

1-3 years

    

3-5 years

    

More than

At December 31, 2022

    

Note to the

    

Contractual

    

Total

    

Less than

    

1-3 years

    

3-5 years

    

More than

(in millions of euros)

consolidated

obligations

payments

1 year

5 years

consolidated

obligations

payments

1 year

5 years

financial

reflected in the

due

financial

reflected in the

due

statements

balance sheet

statements

balance sheet

Gross financial debt after derivatives of telecom activities (incl. derivatives assets) (1)

 

14.3

 

34,939

 

35,062

 

3,821

 

4,955

 

5,085

 

21,202

 

14.3

 

35,563

 

35,838

 

5,852

 

5,549

 

4,537

 

19,900

Financial liabilities of Orange Bank (2)

 

17.2.6

 

3,161

 

3,161

 

2,415

 

746

 

 

 

17.2.6

 

2,948

 

2,948

 

2,682

 

266

 

 

Trade payables of telecom activities

 

14.3

 

11,163

 

11,163

 

9,793

 

352

 

597

 

421

 

14.3

 

11,551

 

11,551

 

10,071

 

409

 

576

 

495

Trade payables of Orange Bank

 

5.6

 

86

 

86

 

86

 

 

 

 

5.6

 

122

 

122

 

122

 

 

 

Future interests on financial liabilities

 

14.3

 

9,722

 

1,628

 

1,635

 

1,563

 

4,896

 

14.3

 

9,263

 

1,388

 

1,953

 

1,483

 

4,439

Total Financial liabilities

 

49,350

(3)

59,194

 

17,743

 

7,688

 

7,244

 

26,519

 

50,184

(3)

59,722

 

20,115

 

8,177

 

6,596

 

24,834

Lease liabilities

 

9.2

 

8,065

 

8,755

 

1,546

 

2,509

 

1,830

 

2,871

 

9.2

 

8,410

 

9,580

 

1,646

 

2,585

 

1,972

 

3,377

Employee Benefits

 

6.2

 

5,113

 

7,374

 

2,379

 

1,089

 

672

 

3,234

 

6.2

 

4,985

 

7,434

 

2,466

 

1,164

 

760

 

3,043

Provisions for dismantling

 

8.7

 

897

 

1,059

 

22

 

34

 

34

 

969

 

8.7

 

696

 

1,221

 

21

 

38

 

41

 

1,122

Restructuring provisions

 

5.3

 

185

 

185

 

124

 

61

 

 

 

5.3

 

162

 

162

 

119

 

43

 

 

Other liabilities

 

5.7

 

2,644

 

2,644

 

2,338

 

306

 

 

 

5.7

 

2,801

 

2,801

 

2,526

 

276

 

 

Operating taxes and levies payables

 

10.1.2

 

1,436

 

1,436

 

1,436

 

 

 

 

10.1.2

 

1,405

 

1,405

 

1,405

 

 

 

Current tax payables

 

10.2.3

 

425

 

425

 

425

 

 

 

 

10.2.3

 

538

 

538

 

538

 

 

 

Total other liabilities (4)

 

18,766

 

21,879

 

8,270

 

3,999

 

2,536

 

7,074

 

18,998

 

23,141

 

8,720

 

4,106

 

2,773

 

7,542

Lease commitments

 

179

 

54

 

52

 

33

 

40

 

148

 

45

 

49

 

27

 

26

Other operational and purchase obligations

 

14,732

 

4,195

 

4,683

 

1,656

 

4,197

 

11,426

 

4,468

 

2,982

 

1,299

 

2,676

Unrecognized operational contractual commitments

 

16.1 & 17.3

 

14,911

 

4,250

 

4,735

 

1,689

 

4,237

 

16.1 & 17.3

 

11,573

 

4,513

 

3,031

 

1,327

 

2,703

TOTAL

 

95,984

 

30,263

16,423

 

11,470

 

37,830

 

94,437

 

33,348

15,314

 

10,696

 

35,079

(1)excluding equity components related to unmatured hedging instruments and loan from Orange Bank to Orange Group.
(2)excluding unmatured derivatives liabilities and loan from Orange Group to Orange Bank.
(3)of which long-term debt obligations amounting to 31 338 millions30 573 million of euros (including TDIRA, bonds and bank and lending institutions).
(4)excluding deferred tax liabilities and deferred income.

2022 Form 20-F / ORANGE – 22

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5.C

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 1.6 Research and innovation on pages 3335 et seq., which is incorporated in this section by reference.

The discussion of the Group's research and development activities for the years ended December 31, 20202021 and December 31, 20192020 is included in Part I, Item 5.C of the Annual Report on page 1721 of Form 20-F filed with the Securities and Exchange Commission on March 18, 2021.April 1, 2022.

5.D

TREND INFORMATION

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document as follows:

Section 3.2.1 Recent Events, on page 119,130,
Sections 1.2.2 Key changes in the telecoms services market and 1.2.3 The Orange group strategy, on pages 109 et seq.,

2021 Form 20-F / ORANGE – 21

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and is incorporated in this section by reference.

For a discussion on uncertainties that could have a material effect on the Group’s financial situation, see also Item 3.D Risk factors.

5.E

CRITICAL ACCOUNTING ESTIMATES

Not applicable.

Item 6

Directors, senior management and employees

6.A

DIRECTORS AND SENIOR MANAGEMENT

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in the introduction to Chapter 5 Corporate Governance and in Section 5.1 Composition of management and supervisory bodies on pages 356390 et seq. and is incorporated in this section by reference.

6.BCOMPENSATION

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 5.4 Compensation and benefits paid to Directors, Corporate Officers and Senior Management on pages 382418 et seq. and incorporated in this section by reference. For the definition of certain of the financial indicators used therein, see Note 1.9 Definition of operating segments and performance indicators to the Consolidated Financial Statements included in Item 18.

On November 28, 2022, the SEC adopted rules, pursuant to Section 10D-1 of the Exchange Act, requiring national securities exchanges and national securities associations, such as the NYSE, to amend their relevant listing standards no later than November 28, 2023 to require companies with listed securities to put in place a policy whereby listed companies will recover erroneously-awarded variable compensation from the Chief Executive Officer and certain other "executive officers" as defined in Rule 10D-1(d) under the Exchange Act. On February 22, 2023, the NYSE published a proposal to amend its listing rules, pending public comment and SEC approval. However, as of the date of publication of this Annual Report on Form 20-F, the NYSE listing standards have not yet been amended pursuant to Section 10D-1 of the Exchange Act.

In anticipation of the NYSE’s adoption of its final rules to amend its listing standards for recovery of erroneously awarded compensation, the Board of Directors has recommended that the shareholders include in the compensation policy for the Chief Executive Officer a clause requiring the recovery in full or in part of the components of the Chief Executive Officer's compensation that are wholly or partially contingent on the attainment of financial performance criteria based on financial information that has been determined to be erroneous and has required restatement of the financial statements for accounting purposes.  Orange has included this principle in the compensation policy of the Chief Executive Officer to be presented to its shareholders for approval at its Annual General Meeting to be held on May 23, 2023. If approved, it will enter into force no later than 60 days following the effective date of the final amended rules adopted by NYSE. The same policy shall apply to other executive officers, subject to compliance with applicable local laws and the amended rules adopted by NYSE, within the same timeframe.

2022 Form 20-F / ORANGE – 23

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6.C

BOARD PRACTICES

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document as indicated below:

Section 5.1.1 Board of Directors, on pages 356390 et seq.,
Section 5.1.3 Executive Committee, on pages 361396 to 363,398,
Sections 5.2 Operation of the management and supervisory bodies, on pages 371406 et seq.  including a description of the Audit Committee and the Governance and Corporate Social and Environmental Responsibility Committee, which oversees the remuneration of directors and corporate officers, and 5.3 Reference to a Code of Corporate Governance, on page 382,
subsection Other benefits granted to Corporate Officers (Table 11 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate officers for 2021,2022, on page 390 420 et seq and Section 5.4.1.3 Compensation structurepolicy for executive and non-executive Corporate Officers for 20222023 on pages 390 428 et seq.seq.

and incorporated in this section by reference.

6.D

EMPLOYEES

Employment

General changes in the number of Group employees

In 2021,2022, the Orange group experienced several changes in terms of scope. Internationally,The main changes occurred within the main change related toOrange Business Services division, with the inclusionacquisition of two Romanian telecommunicationsExelus (14 permanent contracts) by the Enovacom subsidiary in France, and the integration of three Swiss companies Telekom Romania (2,903– SCRT (66 permanent employmentcontracts), Telsys (36 permanent contracts) and Nextgen (406Swiss Cyber SA (3 permanent employmentcontracts) – into the Orange Cyberdefense subsidiary internationally. Three companies left the Group during the year: NOWCP (-7 permanent contracts) and ID2S (-8 permanent contracts) in the Europe divisionFrance in the last quarter. Three other movements took place during the fiscal year: the respective departures ofCorporate Division, and Business & Decision North AmericaCIS LLC Russia internationally (OBS division: -35-54 permanent contracts) and Sofrecom Argentina (Corporate division: -255 permanent contracts), and the inclusion of the Belgium company Anytime (+54 permanent contracts) within the Mobile Financial Services division.. The Group also experiencedunderwent some internal changes, with the integration of Business & Decision France and Business & Decision Eolas Interactive France into Orange Business Services SA, and of TP Teltech into Orange Poland.

At the Sofrecom companiesend of 2022, the Group had 136,430 active employees, of whom 133,856 were on permanent contracts and 2,574 on fixed-term contracts. The number of permanent contracts was down 2.2% (i.e. -3,018) on a comparable basis, with fixed-term contracts down 7% (i.e. -193). These trends vary depending on the different scopes.

They were driven mainly by France, where the Group had 74,905 employees (i.e. 54.8% of the Group’s workforce) at the end of December: 73,824 on permanent contracts and 1,081 on fixed-term contracts. The decline in the Corporate division,active workforce (-4.5%) was driven solely by permanent contracts, which fell by 3,553 (-4.6%), while fixed-term contracts increased by 2.2% (i.e. +23) over the creationperiod. The decrease was attributable to Orange SA (-3,953 permanent contracts, i.e. -6.0%), with the permanent contracts of the Totem companies to manageFrench subsidiaries increasing by 3.5% (+394).

At end-2022, 60,032 employees on permanent contracts worked outside of France; their numbers rose by a slight 0.7% (i.e. +442 permanent contracts) on a comparable basis. Despite overall stability in employment numbers at the Towerco activities in France and Spain andinternational level, there were a number of the company Orange Concession (which supports local authorities in the digital development of their region), in partnership with a consortium comprising several players, a company which was then removed from the Group’s scope of consolidation.regional or sectorial changes year-on-year:

growth in the permanent workforce (on a comparable basis) within:
OBS International (+748 permanent contracts, i.e. +4.8%), in emerging markets (Egypt, India, Morocco and Mauritius) within Equant, as well as in Orange Cyberdefense’s Scandinavian companies,
Orange Innovation (+195 permanent contracts, i.e. +10.2%), mainly in Morocco,
the Africa & Middle East division (+194 permanent contracts, i.e. +1.4%);
conversely, there was a decrease in the Europe division (-707 permanent contracts, i.e. -2.5% on a comparable basis), driven by the workforce reduction at Orange Poland (-582 permanent contracts, i.e. -5.7%).

20212022 Form 20-F / ORANGE – 2224

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At the end of 2021, the Group had 139,698 active employees, of whom 136,928 were on permanent contracts and 2,770 on fixed-term contracts. The number of permanent contracts was down 4.2% (-5,959) on a comparable basis, with fixed-term contracts down 7.1% (-211). These trends vary depending on the different scopes.

Number of employees – active employees at end of period

    

2022

    

2021

    

2021

    

2020

(comparable basis)

Orange SA

 

62,765

 

66,599

 

66,475

 

71,297

French subsidiaries

 

12,140

 

11,836

 

11,862

 

11,125

Total France (1)

 

74,905

 

78,435

 

78,337

 

82,422

International subsidiaries (1) 

 

61,525

 

61,263

 

61,303

 

59,728

Group total

 

136,430

 

139,698

 

139,640

 

142,150

They were mainly driven by France, where the Group had 78,435 employees at the end of December, breaking down as 77,377 permanent and 1,058 fixed-term contracts, a decline of 3,915 active employees (-4.8%), i.e. -3,843 permanent and -72 fixed-term contracts. The decline was attributable to Orange SA (-4,463 permanent contracts, i.e. -6.3%), with the permanent contracts of the French subsidiaries increasing by 5.8% (+620). The reduction in fixed-term contracts (-72, i.e. -6.4%) was also driven by the parent company (-163, i.e. -20.9%), a decrease partially offset by the increase in this population within the French subsidiaries (+91, i.e. +26.1%).

At the end of 2021, 59,551 employees on permanent contracts worked outside France, down 3.4% (-2,116 permanent contracts) on a comparable basis (but up 1,571, i.e. +2.7% on a historical basis, in particular after the integration of the two new Romanian companies). This situation masks a number of differences:

(1)OBS international continuesScope of financial consolidation: a company is assigned to increasethe scope in which its permanent workforce (+383 permanent contracts, i.e. +2.5%) in emerging markets (Egypt, India, Morocco and Mauritius) within the company Equant, as well as in the Scandinavian companies of Orange Cyberdefense;
the Europe division posted a decline (-2,005 permanent contracts, i.e. -6.7% on a comparable basis) stemming from the decrease in employees in Orange Spain (-831 permanent contracts, i.e. -11.2%), Orange Poland (-775 permanent contracts, i.e.-7.0%) and the Central Europe segment (-397 permanent contracts, i.e. -4.1%, a trend driven by the two Romanian acquisitions), with Orange Belgium remaining stable;
the Middle East & Africa division also posted a decrease in its permanent workforce between 2020 (on a comparable basis) and 2021 (-346 permanent contracts, i.e. -2.5%).revenues are consolidated.

In terms of average full-time equivalent employees (FTEs) (monthly average over the year), the Group’s internal workforce was 132,002included 130,307 FTEs at the end of 2021.2022. This represents a reductiondecrease of 2,6703,980 FTEs (-2.0%(-3.0%) on a comparable basis, a trend mainly driven by France (Orange SA).

Number of employees – active employees at end of period

    

2021

    

2020

    

2020

    

2019

on a comparable basis

Orange SA

 

66,599

 

71,297

 

71,225

 

76,301

French subsidiaries

 

11,836

 

11,125

 

11,125

 

10,941

Total France (1)

 

78,435

 

82,422

 

82,350

 

87,242

International subsidiaries (1) 

 

61,263

 

59,728

 

63,519

 

59,526

Group total

 

139,698

 

142,150

 

145,869

 

146,768

(1)Scope of financial consolidation: a company is assigned to the scope in which its revenue is consolidated.

At December 31, 2021,the end of 2022, the Group had 2,7702,574 employees on fixed-term contracts, nearly 62%58% of whom were outside France. Between 20212022 and 20202021 on a comparable basis, this head countheadcount was down by 7.1%7% (i.e. -211-193 employees with fixed-term contracts), a trend driven by countries outside France (-139(-221 employees, or -7.5%i.e. -12.9%).

Employees by contract type

    

2022

    

2021

    

2021

    

2020

(comparabley basis)

Permanent contracts

 

133,856

 

136,928

 

136,874

 

139,269

Fixed-term contracts

 

2,574

 

2,770

 

2,767

 

2,881

Group total

 

136,430

 

139,698

 

139,640

 

142,150

This additional workforce, which represented 2.0%1.9% of the workforce at the end of 2021 (stable2022 (-0.1 point compared with 2020)2021), is marginal. At the end of 2021, almost half2022, 44% of all employees on fixed-term contracts were working in customer-facing activities (primarily sales and services for B2C customers). The innovation and technology businesses (informationsystems and networks) are their second sector of activity (19%business segment (26%).

Employees by contract type

    

2021

    

2020

    

2020

    

2019

on a
comparable

basis

Permanent contracts

 

136,928

 

139,269

 

142,887

 

143,526

Fixed-term contracts

 

2,770

 

2,881

 

2,982

 

3,242

Group total

 

139,698

 

142,150

 

145,869

 

146,768

A new business line standard was implemented in France in 2019, and internationally in 2020,which has a business line category named “Support.” It includes the management, project management and process management business lines. The “Innovation and Technology” category includes, among others, business lines relating to network rollout and operation.

Employees by business line

    

2021

    

2020

    

2019

Employees by type of activity

    

2022

    

2021

    

2020

Support

 

19.7

%  

19.5

%  

19.6

%  

 

19.9

%  

19.7

%  

19.5

%  

Customer

 

31.8

%  

32.8

%  

33.0

%  

 

31.8

%  

31.8

%  

32.8

%  

Support functions

 

11.1

%  

11.1

%  

12.1

%  

 

11.0

%  

11.1

%  

11.1

%  

Innovation and Technology

 

35.0

%  

33.3

%  

32.3

%  

Innovation and technology

 

35.4

%  

35.0

%  

33.3

%  

Other

 

2.4

%  

3.3

%  

3.0

%  

 

1.9

%  

2.4

%  

3.3

%  

Group total (1)

 

100.0

%  

100.0

%  

100.0

%  

 

100.0

%  

100.0

%  

100.0

%  

(1)Thethe Group reporting scope comprises all entities consolidated in the Group’s financial statements.

2021 Form 20-F / ORANGE – 23New business guidelines were implemented in France in 2019, and internationally in 2020. These new guidelines include a business category named “Support.” It includes the management, project management and process management businesses. The “Innovation and Technology” category includes, inter alia, businesses relating to network roll-out and operation.

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Employees by gender

    

2021

    

2020

    

2019

 

Women

 

35.9

%  

36.0

%  

36.0

%

Men

 

64.1

%  

64.0

%  

64.0

%

Group total (1)

 

100

%  

100

%  

100

%

(1)The Group reporting scope comprises all entities consolidated in the Group’s financial statements.

In 2021, average age of permanent employees was 43.8 years for all of the Group’s permanent contracts (-0.2 years compared with 2020, in line with the trend of the previous year), with a difference between France (47.1 years, down 0.4 years compared with 2020) and the rest of the world (39.3 years, stable compared with 2020).

Employees by age

    

2021

    

2020

    

2019

 

Under 30

 

12.4

%  

13.0

%  

13.3

%

Between 30 and 50

 

56.0

%  

55.8

%  

55.0

%

Over 50

 

31.6

%  

31.2

%  

31.7

%

Group total (1)

 

100

%  

100

%  

100

%

(1)The Group reporting scope comprises all entities consolidated in the Group’s financial statements.

Employees by geographical area (1)

    

2021

    

2020

    

2019

 

Employees by geographical region (1)

    

2022

    

2021

    

2020

 

France

 

56.0

%  

57.9

%  

59.4

%

 

54.8

%  

56.0

%  

57.9

%

Spain

 

4.1

%  

4.3

%  

4.1

%

 

4.0

%  

4.1

%  

4.3

%

Poland

 

7.5

%  

8.0

%  

8.5

%

 

7.2

%  

7.5

%  

8.0

%

other European countries

 

12.2

%  

9.6

%  

9.3

%

 

12.5

%  

12.2

%  

9.6

%

Africa

 

13.8

%  

13.3

%  

12.2

%

 

14.9

%  

13.8

%  

13.3

%

Asia-Pacific

 

4.6

%  

4.5

%  

4.2

%

 

4.8

%  

4.6

%  

4.5

%

North and South America

 

1.8

%  

2.4

%  

2.3

%

 

1.8

%  

1.8

%  

2.4

%

Group total (2)

 

100.0

%  

100.0

%  

100.0

%

 

100.0

%  

100.0

%  

100.0

%

(1)Thethe Group reporting scope comprises all entities consolidated in the Group’s financial statements.
(2)The 2019 figures have been updated.

External workforce in France

Temporary staffing

Temporary labor is used mainly used to cope with temporary increases in activity, particularly the launch of new products and services, as well as sales campaigns and promotional offers.

It is presented in full-time equivalents (FTE)(FTEs) and as a monthly average over the year. In 2021,2022, as in the previous year, it mainly concerned commercial departments, in particular half for the sales and marketing area and especially sales activities to B2C customers (65%), and 20% of the total in B2Bto a lesser extent enterprise sales and service.services. Less significant in network activities, the use of temporary labor represents a small volume in information systems activities. The 16.7%Temporary staffing saw an increase of 25.2% compared to 20202021, which was a return to pre-public health crisis levels. This increase was driven mainly driven by activities with B2C customers.Customer Relations.

The Group recommends using temporary employees rather than employees on fixed-term contracts for assignments of less than two months. External labor represented 0.6%0.8% of the Group’s total workforce in France in 2021.2022.

Interim employees – Group France (1)

    

2021 (3)

    

2020

    

2019

Amount of payments made to external companies for employee placement (in millions of euros)

 

30.1

 

25.2

 

36.7

Monthly average number of temporary workers (2)

 

632

 

542

 

775

2022 Form 20-F / ORANGE – 25

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Temporary employees – Group France (1)

    

2022 (3)

    

2021

    

2020

Amount of payments made to external companies for employee placement (in millions of euros)

 

37.8

 

30.1

 

25.2

Monthly average number of temporary workers (2)

 

791

 

632

 

542

(1)

Scope of financial consolidation:consolidation excludes companies with employees in France whose revenue isrevenues are consolidated under the “international” business consolidation scope.

(2)

Calculation of interimtemporary employee expenses recorded in the Group France results.

(3)

The 2021

(3)The 2022 figures are provisional.

(4)

The 2020 figures have been updated.

OutsourcingSubcontracting

The use of employees belonging to external companies takes the form of service contracts. In France, they are mainly used in the field of networks, in the areas of technical intervention (on the networks and on the customer’s premises), studies,research, engineering and architecture, as well as in B2B and B2C Customer Relations and customer relations and service. They are also used in the field of information systems on design, development and integration activities.

2021 Form 20-F / ORANGE – 24

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The use of subcontracting concerned 32,22129,065 full-time equivalent employees (monthly average over the year) at end-December 2021,2022, compared with 35,72132,221 FTEs in 2020,2021, a decrease of 9.8% (-3,500(-3,157 FTEs). This external labor accounted for 30.4%represented 29.2% of the total Group workforce in France (Orange SA and Group subsidiaries operating in France). The reduction recorded mainly relates to the construction of the very high-speed broadband network, with certain regions seeing the completion of their rolloutroll-out program in 2021.2022.

Outsourcing – Group France(1)

    

2021(3)

    

2020(4)

    

2019

Subcontracting – Group France (1)

    

2022

    

2021

    

2020

Amount of subcontracting (in millions of euros)

 

3,030.5

 

2,820.9

 

2,724.3

 

2,008.4

 

3,030.5

 

2,820.9

Full-time equivalent workforce (monthly average)(2)

 

32,221

 

35,721

 

33,691

 

29,065

 

32,221

 

35,721

(1)Scope of financial consolidation: excludes companies with employees in France whose revenue isrevenues are consolidated under the “international” business consolidation scope.
(2)Calculation based on the outsourcingsubcontracting expenses recorded in the statutory financial statements of the companies in the Group France scope of consolidation.
(3)The 2021 figures are provisional.
(4)The 2020 figures have been updated.scope.

Social dialog

Organization of social dialog

Worldwide

TheOrange’s Worldwide Works Council (Comité Groupe Monde – CGM) was created in 2010 to provide a common platform for social dialog at the Group level. It comprises 32 members representing 23 countries across the world, each with more than 400 employees. The Worldwide Works Council met once in 2022. It met twice in 2021. It examinesshould be noted that the meeting was held face-to-face, after two years of meetings taking place remotely due to the Covid-19 pandemic and related travel restrictions. The Worldwide Works Council addresses economic, financial and employee-related matters of a global or transnational nature, such as the Group’s general business and its probable developments, its financial position, its Corporate Social Responsibility, and its industrial, commercial and innovation strategy.

EmployeeThe employee representatives are either trade union representatives appointed by their trade union to sit on the committee, representatives appointed by elected forums of employees, or employee representatives appointed by a democratic process according to locally defined rules.

In Europe

TheOrange’s European Works Council comprises 24 employee representatives from 18 countries. It met sixnine times in 2021.2022. The subjectslarge number of meetings was due to the increase in the number of projects falling within the scope of the Committee. The matters presented relate to the company’s economic and financial situation,position, employment trends, and changes in the activities and structure of the Group, particularlyGroup. These include, for example, the project to combine the activities of Orange and MásMóvil in Spain, the acquisition of companies operating in the areafield of cybersecurity by Orange Cyberdéfense Holding, the development of the European network – with the European Network Optimization project relating to the monitoring and infrastructures (such asmaintenance of core mobile networks in seven European countries: Belgium, Spain, Luxembourg, Moldova, Poland, Romania, Slovakia – and the Orange TowerCo Europe project).planned evolution of OBS International.

In France

In 2021,2022, the Corporate Social and Economic Committee (CSEC) of UES Orange met 2025 times, mainly to discuss health and safety and measures implemented for the Covid-19 pandemic – for recurring information-consultation meetings (strategy, the company’s economic and financial position, of the company, social policy, employment and working conditions), for discussions on health and safety, and for ad hoc information-consultation meetings, mainly concerning changes in the activities and structure of the Group (e.g., change in the Finance and Performance organizational model, shift from the retail store model to retail branches, creation of a 50/50 joint venture between Orange TowerCo France project)and MásMóvil with the aim of combining their activities in Spain).

The French Works Council is the collective body covering all the Group subsidiaries in France. It met sixfive times during the 20212022 fiscal year, dealing with information relating to the Group’s financial position, business and employment trends.

Collective agreements in France

In 2021, 12 agreements or amendments were negotiated and signed at the national level:

agreement on intergenerational aspects within the Orange Group in France;
agreement on workplace gender equality and work-life balance;
triennial agreement on Orange SA incentives;
agreement establishing a death and disability plan for Orange SA civil servants;
agreement for the integration and continued employment of employees with disabilities and for anti-discrimination;
agreement on the mobility plan (commuting between work and home);
two amendments to the agreement relating to the Group retirement savings plan (PERCO - plan d'épargne pour la retraite collectif) (employer’s contribution for 2021, and modification of a mutual fund);
amendment to the health agreement for Orange SA civil servants;
two amendments to the Death and Disability – Health agreements for private employees (framework agreement and implementing agreement);
amendment to the UES Orange social dialog agreement.

20212022 Form 20-F / ORANGE – 2526

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Collective bargaining outcomes in France

In 2022, labor negotiations in France focused on the following themes:

employee profit-sharing in the Company’s results;
employee savings plans within the Orange group in France;
the health insurance system set up within the Orange group in France; and
internal mobility at the initiative of employees within the Orange group in France.

6.E

SHARE OWNERSHIP

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in:

Section 5.1.4.2 Information onCompany shares held by Directors and Officers, on page 369,404,
Section 5.1.4.4 Shares and stock options held by members of the Executive Committee, on page 370,405,
subsections Stock options granted during the fiscal year to each Corporate Officer (Table(Table No 4 of the Afep-Medef Code) to History of performance share grants (Table No 9 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate Officers for 20212022, on pages 384420 to 390,427,
Section 5.4.3 Compensation of members of the Executive Committee, on page 397,433,
Section 6.2 Major shareholders, on page 401,437 and 438, for information regarding the percentage of the Company’s Shares held by BPI Participations,

and incorporated in this section by reference.

In addition, the Board of Directors approved several free share award plans (Long Term Incentive Plans or LTIP) reserved for Corporate Officers and Senior Management. See note 6.3 Share-based paymentcompensation to the Consolidated Financial Statements.

With respect to employees, in September 2021, Orange launched Together 2021, an employee share offering involving approximately 1% of Orange’s share capital. This operation aims at ensuring employee long-term engagement in the Group's development and the success of the Engage 2025 strategic plan while strengthening employee shareholding, a stabilizing factor in the company's governance.6.F DISCLOSURE OF ACTIONS TO RECOVER ERRONEOUSLY AWARDED COMPENSATION.

The offering was for a maximum of 260 million euros (expressed in the reference price before discount) of subscriptions, including matching contributions by Orange. It was carried out through the sale of existing shares previously repurchased by Orange under its share buyback program. 64,000 employees in 37 countries subscribed to the offer. Thanks to this broad participation, employee shareholders held 7.38 % of Orange's capital at December 31, 2021. Ultimately, Orange seeks to reach 10 % of employee shareholding. The expense recognized in share-based compensation amounted to 172 million euros for fiscal year 2021. See Note 6.3 to the Consolidated Financial Statements.

Not applicable.

Item 7

Major shareholders and related party transactions

7.A

MAJOR SHAREHOLDERS

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.2 Major shareholders, on pages 401437 and 402438 and incorporated this section by reference.

Securities held and number of record holders in the United States

As of March 17, 2022,15, 2023, there were 57,397,75854,610,580 ADRs of Orange outstanding and 233225 holders of record were registered with Bank of New York Mellon, depositary for the ADS program.

As of March 22, 2022, 589559 United States residents were owners of Orange’s Shares in fully registered form (au nominatif pur). Those U.S. residents held 104,298119,698 Orange Shares.

Based on a Euroclear Identifiable-Bearer Securities (Titres au porteur identifiable) service report conducted by a specialized information provider, Orange estimates that corporate and institutional investors in the U.S. held a total of approximately 19.13%18.96% of its share capital as at December 31, 2021.2022.

2022 Form 20-F / ORANGE – 27

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7.B

RELATED PARTY TRANSACTIONS

Orange SA has entered into agreements with some of its subsidiaries, including framework agreements, support and brand licensing agreements, as well as service-related agreements. In addition, cash management agreements exist between Orange SA and most of its subsidiaries. These agreements were entered into on an arm’s-length basis.

On January 22, 2021, and in the plan to create Orange Concessions to support the growth of Orange in fiber in rural areas and enhance the value of its infrastructures, the Board of Directors of Orange SA authorized the execution of the finalization of an exclusive agreement between the consortium comprising the Banque des Territoires (Caisse des Dépôts et Consignations), CNP Assurances and EDF Invest, on one hand, and the company Orange SA and its subsidiary Orange Participations, on the other hand. The term of this exclusive agreement enabled the disposal in November 2021 of 50% of the share capital and voting rights of Orange Concessions to such consortium.

2021 Form 20-F / ORANGE – 26

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Regarding agreements made in previous years, the two amendments to ongoing agreements with Novalis executed on January 11, 2021, remained in force during 2021. These amendments extended to Corporate Officers the benefit of Orange group’s policies covering (i) healthcare cost and (ii) death, incapacity and invalidity. With respect to 2021, the related party transactions concern the following Corporate Officers of Orange SA: Stéphane Richard, Chairman and CEO and Ramon Fernandez and Gervais Pellissier, Delegate CEOs.

Except for potential agreements concluded in the normal course of business and on an arm’s-length basis, no agreement was madeentered into in 2021,2022, directly or indirectly, between a Director or Corporate Officer or a shareholder holding more thatthan 10% of Orange SA’s voting rights or close family members thereof, and a company in which Orange SA owns, directly or indirectly, more than 50% of the capital.

Regarding agreements made in previous years, the two amendments to ongoing agreements with Novalis executed on January 11, 2010, which extend to Corporate Officers and concern Orange group’s policies covering (i) healthcare cost and (ii) death, incapacity and invalidity remained in force during 2022. However, they are no longer considered Related Party Transactions pursuant to French Law, since they relate to remuneration issues that are submitted separately to the approval of the shareholders within the say-on-pay shareholder resolutions. Other agreements made in previous years have now lapsed.

See also Note 12 Related party transactions and Note 6.4 Executive compensation to the Consolidated Financial Statements.

7.C

INTERESTS OF EXPERTS AND COUNSELS

Not applicable.

Item 8

Financial information

8.A

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18 Financial Statements.

The other information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.2.1 Recent events and 6.3 Dividend distribution policy, respectively on pages 119130 and 402438 and incorporated this section by reference.

8.B

SIGNIFICANT CHANGES

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 3.2.1 Recent events, on page 119,130, and is incorporated in this section by reference.

See also Note 19 Subsequent events to the Consolidated Financial Statements.

Item 9

The offer and listing

9.A

OFFER AND LISTING DETAILS

For information regarding risks related to Orange’s Shares and ADSs, see Item 3.D Risk factors: “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”; “Holders of ADSs may face disadvantages compared to holders of Orange’s Shares when attempting to exercise certain rights as shareholders”; “Preemptive rights may be unavailable to holders of Orange’s ADSs”.

Orange’s Share is traded on compartment A (large capitalizations) of Euronext Paris (ticker: ORA and International Security Identification Number: FR0000133308) and in the form of ADS on the NYSE (ticker: ORAN and CUSIP: 684060106).

2022 Form 20-F / ORANGE – 28

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9.B

PLAN OF DISTRIBUTION

Not applicableapplicable.

2021 Form 20-F / ORANGE – 27

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9.C

MARKETS

The principal trading market for the Shares is Euronext Paris, where the Shares have been traded since October 20, 1997. Prior to that date, there was no public trading market for the Shares. The Shares are included in the “CAC 40 Index” (a main benchmark index of 40 major stocks listed on Euronext Paris). The Shares in the form of American Depositary Shares (“ADSs”) are also listed on the New-YorkNew York Stock Exchange. BNP Paribas Securities Services holds the share registry for Orange and Bank of New York Mellon acts as depositary for the ADSs.

9.D

SELLING SHAREHOLDERS

Not applicable.

9.E

DILUTION

Not applicable.

9.F

EXPENSES OF THE ISSUE

Not applicable.

Item 10

Additional information

10.A

SHARE CAPITAL

Not applicable.

10.B

MEMORANDUM OF ASSOCIATION AND BYLAWS

The information required by this section is set forth in the 20212022 Universal Registration Document filed as Exhibit 15.1 of this document under:

subsection Corporate scope of Section 7.1 Company identification on page 424,466,
subsection Restrictions regarding the disposal of Shares by Directors and Officers of Section 5.1.4.2 Information on Company shares held by Directors and Officers, on page 369,404,
Section 5.2.1.2 Independent Directors on pages 371406 and 372,407, section 5.2.1.5 Chairman of the Board of Directors, on page 373,408 and 409, and section 5.2.1.8 Board and committee activities during the fiscal year, on pages 376410 et seq.,
Section 6.1.3 Authorizations to carry out capital increases, on page 400,436, section 6.3 Dividend distribution policy, on page 402438, section 6.2.1.2 Information on shareholders’ agreements, on page 401 and 402,437, and Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 403,439,
Section 6.4.2 Actions necessary to modify shareholders’ rights, on page 403,439,
Section 6.4.3 Rules for participation in and notice of Shareholders’ Meetings, on pages 403439 and 404,440,
Section 6.4.4 Declarations of threshold crossing, on page 404,440,
Section 5.2.1.1 Legal and statutory rules relating to the composition of the Board of Directors on page 371406 and section 6.2 Major shareholders on pages 401437 and 402,438,

and incorporated in this section by reference.

2022 Form 20-F / ORANGE – 29

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Ownership of Shares by non-French persons

Under the French Commercial Code and our bylaws, there are no limitations of general application to the right of non-residents or non-French shareholders to own or, where applicable, to exercise the voting rights attached to securities of a French company.

2021 Form 20-F / ORANGE – 28

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Under French Law, a person is not required to obtain a prior authorization before acquiring a controlling interest. Under existing administrative rulings, ownership of 33 1/3% or more of the Company’s share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as:

the acquiring party’s intentions;

the acquiring party’s ability to elect directors; or

financial reliance by the company on the acquiring party.

However, non-residents of France (and certain French residents, depending on their ownership), must file an administrative notice (déclaration administrative) with French authorities in connection with the acquisition of a controlling interest in the Company, as defined above.

As an exception, a prior authorization may be required in case of investments by certain persons in certain sensitive economic areas, such as defense and public health, and, activities touching upon public order and public security contained in an expanded list of such sensitive areas, and which includes the integrity, security and continuity of operations of electronic communications networks and services. In addition, pursuant to the provisions of the French Monetary and Financial Code (CMF), any investment by any non-French citizen, any French citizen not residing in France, any non-French entity or any French entity controlled such persons or entities that will result in the relevant investor (a) acquiring control of an entity 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, in each case, conducting activities in certain strategic industries (such as Orange), including (a) activities likely to prejudice national defense interests, participating in the exercise of official authority or likely to prejudice public order and public security (including activities related to weapons, dual-use goods and technologies, IT systems, cryptology, data capturing devices, gambling, toxic agents or data storage), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm products or media), (c) research and development activities related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage or biotechnology) or dual-use goods and technologies (Articles R. 151-1 et seq. of the French Monetary and Financial Code,Code), 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 decree, as modified added a new 10% threshold for companies incorporated in France and listed on a regulated market (such as Orange), in addition to the abovementioned 25% threshold, in force through December 31, 2021.2023 (Decree number 2022-1622 of 23 December 2022 relating to the temporary lowering of the threshold for control of foreign investments in French companies whose shares are admitted to trading on a regulated market).

The CMF also imposes statistical reporting requirements. Transactions by which non-French residents acquire at least 10% of the share capital or voting rights, or cross the 10% threshold, of a French resident company, are considered as foreign direct investments in France and are subject to statistical reporting requirements (Articles R. 152-1; R. 152-3 and R. 152-11 of the CMF). When the investment exceeds €12,500,000,€15,000,000, companies must declare foreign transactions directly to the Banque de France within 20 business days following the date of certain direct foreign investments in the Company, including any purchase of ADSs. Failure to comply with such statistical reporting requirement may be sanctioned by five years’ imprisonment and a fine of a maximum amount equal to twice the amount which should have been reported, in accordance with Article L. 165-1 of the CMF. This amount may be increased fivefold if the violation is made by a legal entity.

The foregoing is a general description of certain regulations only, and are in addition to the various French legal and regulatory requirements (as well as provisions under our bylaws – see above reference to Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 403)439) regarding disclosure of shareholdings and other matters which are applicable to all shareholders.

Enforceability of Civil Liabilities

Orange SA is a limited liability company (société anonyme) organized under the laws of France, and most of its officers and directors reside outside the United States. In addition, a substantial portion of its assets is located in France.

2022 Form 20-F / ORANGE – 30

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As a result, it may be difficult for investors:

to effect service of process upon or obtain jurisdiction over the Company or its non-U.S. resident officers and directors in U.S. courts, or obtain evidence in France or from 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, in connection with those actions in actions predicated on the civil liability provisions of the U.S. federal securities laws;

to enforce either inside or outside the United States judgments obtained in U.S. or non-U.S. courts in actions predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or its non-U.S. resident officers and directors;

2021 Form 20-F / ORANGE – 29

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to bring an original action in a French court to enforce liabilities based upon the U.S. federal securities laws against the Company or its non-U.S. resident officers or directors; and

to enforce against the Company or its directors in non-U.S. courts, including French courts, judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws.

Nevertheless, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would be recognized and enforced in France provided that a French judge considers that this judgment meets the French legal requirement concerning the recognition and the enforcement of foreign judgments and is capable of being immediately enforced in the United States. A French court is therefore likely to grant the enforcement of a foreign judgment without a review of the merits of the underlying claim, only if (1) the judgment was rendered by a court having jurisdiction over the matter as the dispute is clearly connected to the jurisdiction of such court, the choice of the U.S. court was not fraudulent and the French courts did not have exclusive jurisdiction over the matter, (2) the judgment does not contravene international public policy rule applied by French courts, whether such rule pertains to the merits or pertains to the procedure of the case, including any defense right(s), (3) the U.S. judgment is not tainted with fraud, and (4) the judgment does not conflict with a French judgment or a foreign judgment (or an arbitral award) which has become effective in France.

In addition, French law guarantees full compensation for the harm suffered but is limited to the actual damages, so the victim does not suffer or benefit from the situation, it being specified that under French law, the principle of awarding punitive damages is not, per se, contrary to public order, provided the amount awarded is not disproportionate to the harm suffered and the defendant’s breach.

As a result, the enforcement, by U.S. investors, of any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities law against the Company or members of its Board of Directors, officers or certain experts named herein who are residents of France or countries other than the United States would be subject to the above conditions. In addition, the enforcement of any such judgments obtained in U.S. courts (or in any other court) against the Company would be subject to limitations arising from applicable bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally.

Finally, there may be doubt as to whether a French court would impose civil liability on the Company, the members of its Board of Directors, its officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in France against the Company or such members, officers or experts, respectively.

Provisions having the effect of delaying, deferring or preventing a change of control of the Company

None.

10.C

MATERIAL CONTRACTS

See NoteNotes 3.2 Main changes in the scope of consolidation and 14.3 Liquidity Risk Managementto the Consolidated Financial Statements.Statements included in Item 18.

10.D

EXCHANGE CONTROLS

Under current French exchange control regulations, there are no limitations on the amount of payments that may be remitted by Orange to non-residents of France. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds made by a French resident to a non-resident, such as dividends payments, be handled by an authorized intermediary. In France, all registered banks and substantially all credit establishments are accredited intermediaries.

2022 Form 20-F / ORANGE – 31

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10.E

TAXATION

The discussions set forth in this section are based on French tax law and U.S. federal income tax law, including applicable treaties and conventions, as in effect on the date of this Annual Report on Form 20-F. These tax laws, and related interpretations, are subject to change, possibly with retroactive effect. This section is further based in part on representations of the depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

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10.E.1 French Taxation

The following is a general summary of the material French tax consequences of owning and disposing of the Shares or ADSs of Orange. This summary may only be relevant to you if you are not a resident of France (as defined in Article 4 B of the French General Tax Code), no double tax treaty between France and your country contains a provision under which dividends or capital gains are expressly liable to French tax (see Article 4 bis of the French General Tax Code) and you do not hold your Shares or ADSs in connection with a permanent establishment or a fixed base in France through which you carry on a business or perform personal services.

This discussion is intended only as a descriptive summary. It does not address all aspects of French tax laws that may be relevant to you in light of your particular circumstances.

If you are considering buying Shares or ADSs of Orange, you should consult your own tax advisor about the potential tax effects of owning or disposing of Shares or ADSs in your particular situation.

A comprehensive set of tax rules is specifically applicable to French assets (such as the Shares/ADSs) that are held by or in foreign trusts. These rules provide notably for the inclusion of trust real estate assets in the settlor's net assets for purpose of applying the French real estate wealth tax or trust assets in general for the application of French gift and death duties to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number of French tax reporting and disclosure obligations. The following discussion does not address the French tax consequences applicable to Shares and ADSs held in trusts. If the Shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of the Shares or ADSs.

Taxation on sale or disposal of Shares and ADSs

Generally, you will not be subject to any French income tax or capital gains tax when you sell or dispose of Shares or ADSs of Orange if all of the following apply to you:

you are not a French resident for French tax purposes; and
you have not held more than 25% of Orange’s dividend rights, known as “droits aux bénéfices sociaux”, at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives,

unless you are established or domiciled in a jurisdiction listed as a non-cooperative state or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the French General Tax Code (a “Non-Cooperative State”), in which case you will be subject to a 75% tax on capital gain. The list of Non-Cooperative States is published by ministerial executive order and is updated from time to time.

If an applicable double tax treaty between France and your country contains more favorable provisions, you may not be subject to any French income tax or capital gains tax when you sell or dispose of any Shares or ADSs of Orange even if one or more of the above statements do not apply to you.

If you are a resident of the United States who is eligible for the benefits of the income tax treaty between the United States of America and France dated August 31, 1994 (as further amended) (the “U.S. France Treaty”) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the gain is treated for purposes of U.S. taxation as your income, you will not be subject to French tax on any capital gain if you sell or exchange your Shares or ADSs unless you have a permanent establishment or fixed base in France and the Shares or ADSs sold or exchanged were part of the business property of that permanent establishment or fixed base.

Special rules apply to individuals who are residents of more than one country.

Subject to specific conditions, foreign states, international organizations and a number of foreign public bodies are not considered French residents for these purposes.

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Pursuant to Article 235 ter ZD of the French General Tax Code, purchases of certain securities are subject to a 0.3% French tax on financial transactions provided that the market capitalization of the issuer exceeds 1 billion euros as of December 1 of the year preceding the taxation year. A list of companies whose market capitalization exceeds 1 billion euros as at December 1, 2021,2022, has been published in the official guidelines of the French tax authorities on December 29, 2021 (BOI-ANNX-000467-29/21, 2022 (BOI-ANNX-000467-21/12/2021)2022), and Orange has been included on such list as a company whose market capitalization exceeded 1 billion euros as at December 1, 2021.2022. Therefore, purchases of Orange’s Shares or ADSs are subject to such French tax on financial transactions. Please note that such list may be amended in the future.

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Taxation of dividends

Under French domestic law, French companies must generally deduct a 25% French withholding tax from dividends (including distributions from share capital premium, insofar as the company has distributable reserves) paid to non-residents (12.8% for distributions made to individuals and 15% for distributions made to not-for-profit organizations with a head office in a Member State of the European Economic Area which would be subject to the tax regime set forth under Article 206-5 of the French General Tax Code if its head office were located in France and which meet the criteria set forth in the administrative guidelines BOI-RPPM-RCM-30-30-10-70-24/12/2019, n°130 et seq.). Under most tax treaties between France and other countries, the rate of this withholding tax may be reduced in specific circumstances. Generally, a holder who is a non-French resident is subsequently entitled to a tax credit in his or her country of residence for the amount of tax actually withheld at the appropriate treaty rate.

However, dividends paid or deemed to be paid by a French corporation, such as Orange, towards a Non-Cooperative State, will generally be subject to French withholding tax at a rate of 75%, irrespective of the tax residence of the beneficiary of the dividends if the dividends are received or deemed to be received in such States or territories (subject to the more favorable provisions of an applicable double tax treaty).

Under some tax treaties, a shareholder who fulfills specific conditions may generally apply to the French tax authorities for a lower rate of withholding tax, generally 15%. Under some tax treaties, the withholding tax is eliminated altogether.

If the arrangements provided for by any of such treaties apply to a shareholder, Orange or the authorized intermediary will withhold tax from the dividend at the lower rate, provided that the shareholder complies, before the date of payment of the dividend, with the applicable filing formalities. Otherwise, Orange or the authorized intermediary must withhold tax at the full rate of 15%, 12.8%, 25% or 75% as applicable, and the shareholder may subsequently claim the refund of excess tax paid.

If you are a resident of the United States who is eligible for the benefits of the U.S. France Treaty (in particular, entitled to Treaty benefits under the ‘‘Limitation on Benefits’’ provision) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, or in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the dividend is treated for purposes of the U.S. taxation as your income, French dividend withholding tax is reduced to 15% provided your ownership of the Shares or ADSs is not effectively connected with a permanent establishment or a fixed base that you have in France. A U.S. partnership generally can claim benefits under the U.S. France Treaty only to the extent its income is taxable in the United States as the income of a resident, either in the hands of such partnership or in the hands of its partners. TheAlthough not expressly stated in their current guidelines, the French tax authorities have, however, conceded that the benefits of the U.S. France Treaty may still be claimed if one or several members of the U.S. partnership are themselves U.S. partnerships to the extent of the income taxable in the United States as the income of a resident in the hands of the ultimate partner or partners. Certain other requirements must be satisfied. In particular, you will have to comply with the formalities set out in Item 10.E.3 “Procedure for Reduced Withholding Rate”. If you fail to comply with such formalities before the date of payment of the dividend, Orange or the authorized intermediary shall deduct French withholding tax at the rate of 15%, 12.8%, 26.5%25% or 75% as applicable. In that case, you may claim a refund from the French tax authorities of the excess withholding tax.

Certain tax exempt U.S. entities (such as tax-exempt U.S. pension funds, which include the exempt pension funds established and managed in order to pay retirement benefits subject to the provisions of Section 401(a) of the Internal Revenue Code (qualified retirement plans), Section 403(b) of the Internal Revenue Code (tax deferred annuity contracts) or Section 457 of the Internal Revenue Code (deferred compensation plans), and various other tax-exempt entities, including certain state-owned institutions, not-for-profit organizations and individuals with respect to dividends which they beneficially own and which are derived from an investment retirement account) may be eligible for the reduced withholding tax rate of 15% on dividends. Specific rules apply to them as further described below in Item 10.E.3 “Procedure for Reduced Withholding Rate”.

Estate and Gift Tax

France imposes estate and gift tax where an individual or entity acquires shares of a French company from a non-resident of France by way of inheritance or gift. France has entered into estate and gift tax treaties with a number of countries. Under these treaties, the transfer by residents of those countries of shares of a French company by way of inheritance or gift may be exempt from French inheritance or gift tax or give rise to a tax credit in such countries, assuming specific conditions are met.

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Under the “Convention Between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24, 1978” (as further amended), French estate and gift tax generally will not apply to the individual or entity acquiring your Shares or ADSs if that individual or entity as well as you are residents of the United States and if you transfer your Shares or ADSs by gift, or they are transferred by reason of your death, unless you are a citizen of France or domiciled in France at the time of making the gift of the Shares or ADSs or at the time of your death, or you used the Shares or ADSs in conducting a business through a permanent establishment or fixed base in France, or you held the Shares or ADSs for that use.

You should consult your own tax advisor about whether French estate and gift tax will apply and whether an exemption or tax credit can be claimed.

Real Estate Wealth Tax

The French real estate wealth tax known as impôt sur la fortune immobilière replaced the French wealth tax, known as impôt de solidarité sur la fortune, with effect from January 1, 2018.

Company Shares are included in the basis of calculation of the French real estate wealth tax for the fraction of their value representing property or real estate rights held directly or indirectly by the company. However, buildings and real estate rights allocated to the industrial or commercial activity of the company that holds them directly are excluded from the calculation of the taxable fraction (article 965, 2°-a of the French General Tax Code).

In any case, you will not be subject to French real estate wealth tax, on your Shares or ADSs of Orange if both of the following apply to you:

you are not a French resident for the purpose of French taxation; and
you own, either directly or indirectly, less than 10% of Orange capital stock, provided your Shares or ADSs do not enable you to exercise influence on Orange.

If a double tax treaty between France and your country contains more favorable provisions, you may not be subject to French real estate wealth tax even if one or both of the above statements do not apply to you.

The French real estate wealth tax generally does not apply to Shares or ADSs if you are a resident of the United States for purposes of the U.S. France Treaty provided that you do not own directly or indirectly Shares or ADSs exceeding 25% of the financial rights of Orange.

10.E.2 U.S. Taxation of U.S. Holders

The following discussion is a general summary of certain U.S. federal income tax considerations relevant to the ownership and disposition of Orange Shares and ADSs. The discussion is not a complete description of all income tax considerations that may be relevant to you. It does not deal with federal estate or gift taxation or taxation by U.S. states.  It does not consider your particular circumstances. It applies to you only if you are a U.S. Holder, you hold the Shares or ADSs as capital assets, you use the U.S. dollar as your functional currency and you are eligible for the benefits of the U.S. France Treaty. It does not address the tax treatment of investors subject to special rules, such as banks, tax-exempt entities, insurance companies, dealers, traders in securities that elect to mark to market, U.S. expatriates or persons who directly, indirectly or constructively own 10% or more of the Shares or ADSs, have a permanent establishment in France, acquire ADSs in a “pre-release” transaction or hold Shares or ADSs as part of a straddle, hedging, conversion or other integrated transaction. For certain additional information regarding U.S. partnerships, see also the discussion presented under the caption “Taxation of Dividends” in Item 10.E.1 (French Taxation).

As used here, a “U.S. Holder” means a beneficial owner of the Shares or ADSs, that is, for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation or other business entity taxed as a corporation that is created or organized under the laws of the United States or its political subdivisions, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or that has elected to be treated as a domestic trust.

The U.S. federal income tax treatment of a partner in a partnership that holds Shares or ADSs will depend on the status of the partner and the activities of the partnership. Partnerships should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of the Shares or ADSs.

U.S. Holders of ADSs generally will be treated for U.S. federal income tax purposes as owners of the Shares underlying the ADSs.

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Orange believes, and this discussion assumes, that Orange is not and will not become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.

Dividends

Distributions on Orange Shares and ADSs, including French tax withheld and the gross amount of any payment on account of a French tax credit, will be includable in income as dividends from foreign sources when actually or constructively received. The dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations. The dividends received by non-corporate U.S. Holders, however, should be taxed as qualified dividends, currently at the same preferential rate allowed for long-term capital gains, because the ADSs are readily tradable on the NYSE.

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The U.S. dollar amount of a euro dividend received on the Shares or ADSs will be based on the exchange rate for the euros received on the date you recognize the dividend for U.S. federal income tax purposes, whether or not you convert the euros into U.S. dollars. You will have a basis in the euros received equal to the U.S. dollar amount of the dividend you realized. Any gain or loss on a subsequent conversion or other disposition of the euros generally will be ordinary income or loss from U.S. sources.

Subject to generally applicable limitations, you may claim a deduction or a foreign tax credit for tax withheld at the applicable withholding rate. In computing foreign tax credit limitations, non-corporate U.S. Holders eligible for the preferential tax rate applicable to qualified dividend income may take into account only the portion of the dividend effectively taxed at the highest applicable marginal rate. You should consult your own tax adviser about your eligibility for benefits under the U.S. France Treaty including a reduced rate of French withholding tax and for applicable limitations on claiming a deduction or foreign tax credit for any French tax withheld.

Dispositions

You will recognize gain or loss on a disposition of Orange Shares or ADSs in an amount equal to the difference between the amount you realize and your adjusted tax basis in the Shares or ADSs. Your adjusted tax basis in a Share or ADS will generally be the amount you paid for it measured in U.S. dollars. The U.S-dollar cost of a Share or ADS purchased with foreign currency will generally be the U.S-dollar value of the purchase price. The gain or loss generally will be from sources within the United States. The gain or loss will be long-term capital gain or loss if you held the Shares or ADSs for at least one year. Long term capital gains realized by non-corporate U.S. Holders currently qualify for preferential tax rates. Deductions for capital losses are subject to limitations.

If you receive a currency other than U.S. dollars upon disposition of the Shares or ADSs, you will realize an amount equal to the U.S. dollar value of the currency received on the date of disposition (or, if you are a cash-basis or an accrual basis taxpayer that files an election with the IRS, the settlement date). You will have a tax basis in the currency received equal to the U.S. dollar amount you realized. Any gain or loss on a subsequent conversion or disposition of the currency received generally will be U.S. source ordinary income or loss.

Deposits or withdrawals of Shares in exchange for ADSs will not be taxable transactions subject to U.S. federal income tax.

U.S. Information Reporting and Backup Withholding for U.S. Holders

Your dividends on the Shares or ADSs and proceeds from the sale or other disposition of the Shares or ADSs may be reported to the U.S. Internal Revenue Service unless you are a corporation or you otherwise establish a basis for exemption. Backup withholding tax may apply to amounts subject to reporting if you fail to provide an accurate taxpayer identification number or otherwise establish a basis for exemption. You can claim a credit against your U.S. federal income tax liability for amounts withheld under the backup withholding rules and a refund for any excess.

Certain U.S. Holders will be required to report information with respect to Shares and ADSs that are held through foreign accounts. U.S. Holders who fail to report information required under these rules could become subject to substantial penalties. You are urged to consult your U.S. tax advisor regarding these and other reporting requirements that may apply with respect to your Shares or ADSs, as well as the application of all of the above rules to your particular tax situation.

10.E.3 Procedure for reduced withholding rate

If you are eligible for benefits under the U.S. France Treaty, you will be entitled to reduce the rate of French withholding tax on dividends by filing the applicable form(s) with the depositary or other financial institution managing your securities account in the United States, or failing that, the French paying agent, if the financial institution managing your securities account or the French paying agent receives the form(s) before the date of payment of the dividend. If you fail to submit the applicable form(s) in time to avoid withholding, you may claim a refund for the amount withheld in excess of the U.S. France Treaty rate.

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In order to have taxes on dividends withheld at the reduced amount, you generally must provide the depositary, or other financial institution managing your securities account in the United States, with a certificate of residence before the dividend is paid. If this certificate is not stamped by the U.S. Internal Revenue Service, the depositary or other financial institution managing your securities account in the U.S. must provide the French paying agent with a document listing certain information about the U.S. Holder and its Shares or ADSs and a certificate whereby the financial institution managing your securities account in the United States takes full responsibility for the accuracy of the information provided in the document.

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Tax exempt U.S. pension funds, charities or other tax exempt organizations must also provide a certificate from the U.S. Internal Revenue Service setting out that they have been created and operate in compliance with the Internal Revenue Code of 1986, as amended. Tax exempt organizations may obtain this certification by filing a U.S. Internal Revenue Service Form 8802. Similar requirements apply to REITs, RICs and REMICs.

Collective trusts of pension funds may apply for the withholding tax reduction on behalf of their members if they provide a complete list of their members, the required certificate from the IRS for each member which is a tax exempt U.S. pension fund and a certificate setting out the dividend to which each tax exempt U.S. pension fund which is a member is entitled.

The relevant French forms will be provided by the depositary to all U.S. Holders of ADSs registered with the depositary and all U.S. Internal Revenue Service Forms are also available from the U.S. Internal Revenue Service. The depositary will arrange for the filing with the French paying agent and the French tax authorities of all forms completed by U.S. Holders of ADSs that are returned to the depositary in sufficient time.

You should consult your own independent tax advisors about the availability and applicability of the reduced rate of French withholding tax.

10.F

DIVIDENDS AND PAYING AGENTS

Not applicable.

10.G

STATEMENT BY EXPERTS

Not applicable.

10.H

DOCUMENTS ON DISPLAY

Orange is subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. In connection with the Exchange Act, Orange files reports, including this annual reportAnnual Report on Form 20-F, and other information with the U.S. Securities and Exchange Commission. Such reports and other information are available on the SEC’s website at www.sec.gov, and may also be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

All documents provided to shareholders as required by law may be consulted at Orange's registered offices at 111, quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France.

In addition, the bylaws of Orange are available on Orange’s website at www.orange.com.  For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

10.I

SUBSIDIARY INFORMATION

For information relating to the Company’s subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

10.J

DISCLOSURE PURSUANT TO SECTION 13 (r) OF THE UNITED STATES EXCHANGE ACT OF 1934

Section 13(r) of the United States Exchange Securities Act of 1934 requires an issuer to disclose in its annual or quarterly reports, as applicable, certain activities, including certain transactions or dealings relating to the “Government of Iran” as defined under § 560.304 of the Iranian Transactions and Sanctions Regulations (31 C.F.R. Part 560) and certain persons that are the subject of U.S. sanctions. Disclosure may be required even where the activities, transactions or dealings are conducted outside the United States by non-U.S. affiliates in compliance with applicable law and regardless of whether the activities are sanctionable under U.S. law.

Orange conducts limited business in Iran, all of which relates to telecommunications. The total revenue from these activities constitutes much less than 1% of the Group's consolidated revenue in 2021.the year ended December 31, 2022. Orange maintains roaming agreements and interconnection agreements with certain Iranian telecommunications companies. Orange also maintains a connectivity agreement with the Telecommunications Infrastructure Company (TIC). Separately, Orange’s Enterprise operating segment provides (through indirect, wholly-owned subsidiaries of Orange) telecommunications services to certain international public organizations and multinationals in Iran. In 2021,2022, these telecommunication services represented gross revenues of approximately 3.74 million euros and a net profit of approximately 0.330.36 million euros.

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In addition, Orange provides standard commercial telecommunications services to certain Iranian companies present in France and the branches of several Iranian banks in France. In 2021,2022, these telecommunication services represented gross revenues of approximately 0.05 million40,000 euros and a net profit of approximately 0.01 million8,000 euros.

Orange intends to continue carrying out these activities.

Item 11

Quantitative and qualitative disclosures about market risk

See Note 14 Information on market risk and fair value of financial assets and liabilities (telecom activities) to the Consolidated Financial Statements. Orange only enters into market riskThe Group uses hedging instruments for purposes other than trading.in order to limit its exposure to operational and financial foreign exchange and interest rate risks, while maintaining a diversified financing policy.

Item 12

Description of securities other than equity securities

12.A

DEBT SECURITIES

Not applicable.

12.B

WARRANTS AND RIGHTS

Not applicable.

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12.C

OTHER SECURITIES

Not applicable.

12.D

AMERICAN DEPOSITARY SHARES

Orange's ADR facility is maintained by Bank of New York Mellon, which principal executive office is located at 240 Greenwich Street, New York, New York 10286 ("the Depositary").

One American Depositary Share represents one Share of Orange. A copy of our form of Amended and Restated Deposit Agreement ("the Deposit Agreement") among the Depositary, owners and holders of ADSs evidenced by ADRs issued under the Deposit Agreement and Orange was filed with the SEC as an exhibit to the Form F-6 filed on July 27, 2017. Société Générale ("the Custodian") acts as agent of the Depositary for the purposes of this Deposit Agreement. For more complete information, including on holders’ rights and obligations, holders should read the entire deposit agreement, as amended, and the ADR itself.

FeesIndependent Directors on pages 406 and charges payable407, section 5.2.1.5 Chairman of the Board of Directors, on page 408 and 409, and section 5.2.1.8 Board and committee activities during the fiscal year, on pages 410 et seq.,
Section 6.1.3 Authorizations to carry out capital increases, on page 436, section 6.3 Dividend distribution policy, on page 438, section 6.2.1.2 Information on shareholders’ agreements, on page 437, and Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 439,
Section 6.4.2 Actions necessary to modify shareholders’ rights, on page 439,
Section 6.4.3 Rules for participation in and notice of Shareholders’ Meetings, on pages 439 and 440,
Section 6.4.4 Declarations of threshold crossing, on page 440,
Section 5.2.1.1 Legal and statutory rules relating to the composition of the Board of Directors on page 406 and section 6.2 Major shareholders on pages 437 and 438,

and incorporated in this section by reference.

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Ownership of Shares by non-French persons

Under the French Commercial Code and our bylaws, there are no limitations of general application to the right of non-residents or non-French shareholders to own or, where applicable, to exercise the voting rights attached to securities of a French company.

Under French Law, a person is not required to obtain a prior authorization before acquiring a controlling interest. Under existing administrative rulings, ownership of 33 1/3% or more of the Company’s share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as:

the acquiring party’s intentions;
the acquiring party’s ability to elect directors; or
financial reliance by the company on the acquiring party.

However, non-residents of France (and certain French residents, depending on their ownership), must file an administrative notice (déclaration administrative) with French authorities in connection with the acquisition of a controlling interest in the Company, as defined above.

As an exception, a prior authorization may be required in case of investments by certain persons in certain sensitive economic areas, such as defense and public health, and, activities touching upon public order and public security contained in an expanded list of such sensitive areas, and which includes the integrity, security and continuity of operations of electronic communications networks and services. In addition, pursuant to the provisions of the French Monetary and Financial Code (CMF), any investment by any non-French citizen, any French citizen not residing in France, any non-French entity or any French entity controlled such persons or entities that will result in the relevant investor (a) acquiring control of an entity 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, in each case, conducting activities in certain strategic industries (such as Orange), including (a) activities likely to prejudice national defense interests, participating in the exercise of official authority or likely to prejudice public order and public security (including activities related to weapons, dual-use goods and technologies, IT systems, cryptology, data capturing devices, gambling, toxic agents or data storage), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm products or media), (c) research and development activities related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage or biotechnology) or dual-use goods and technologies (Articles R. 151-1 et seq. of the French Monetary and Financial Code), 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 decree, as modified added a new 10% threshold for companies incorporated in France and listed on a regulated market (such as Orange), in addition to the abovementioned 25% threshold, in force through December 31, 2023 (Decree number 2022-1622 of 23 December 2022 relating to the temporary lowering of the threshold for control of foreign investments in French companies whose shares are admitted to trading on a regulated market).

The CMF also imposes statistical reporting requirements. Transactions by which non-French residents acquire at least 10% of the share capital or voting rights, or cross the 10% threshold, of a French resident company, are considered as foreign direct investments in France and are subject to statistical reporting requirements (Articles R. 152-1; R. 152-3 and R. 152-11 of the CMF). When the investment exceeds €15,000,000, companies must declare foreign transactions directly to the Banque de France within 20 business days following the date of certain direct foreign investments in the Company, including any purchase of ADSs. Failure to comply with such statistical reporting requirement may be sanctioned by five years’ imprisonment and a fine of a maximum amount equal to twice the amount which should have been reported, in accordance with Article L. 165-1 of the CMF. This amount may be increased fivefold if the violation is made by a legal entity.

The foregoing is a general description of certain regulations only, and are in addition to the various French legal and regulatory requirements (as well as provisions under our bylaws – see above reference to Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 439) regarding disclosure of shareholdings and other matters which are applicable to all shareholders.

Enforceability of Civil Liabilities

Orange SA is a limited liability company (société anonyme) organized under the laws of France, and most of its officers and directors reside outside the United States. In addition, a substantial portion of its assets is located in France.

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As a result, it may be difficult for investors:

to effect service of process upon or obtain jurisdiction over the Company or its non-U.S. resident officers and directors in U.S. courts, or obtain evidence in France or from French citizen or any individual being resident in France or any officer, representative, agent or employee of a holderlegal person having its registered office or an establishment in a territory of ADSs

UnderFrance, in connection with those actions in actions predicated on the Deposit Agreement,civil liability provisions of the Depositary collects feesU.S. federal securities laws;

to enforce either inside or outside the United States judgments obtained in U.S. or non-U.S. courts in actions predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or its non-U.S. resident officers and directors;
to bring an original action in a French court to enforce liabilities based upon the U.S. federal securities laws against the Company or its non-U.S. resident officers or directors; and
to enforce against the Company or its directors in non-U.S. courts, including French courts, judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws.

Nevertheless, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would be recognized and enforced in France provided that a French judge considers that this judgment meets the French legal requirement concerning the recognition and the enforcement of foreign judgments and is capable of being immediately enforced in the United States. A French court is therefore likely to grant the enforcement of a foreign judgment without a review of the merits of the underlying claim, only if (1) the judgment was rendered by a court having jurisdiction over the matter as the dispute is clearly connected to the jurisdiction of such court, the choice of the U.S. court was not fraudulent and the French courts did not have exclusive jurisdiction over the matter, (2) the judgment does not contravene international public policy rule applied by French courts, whether such rule pertains to the merits or pertains to the procedure of the case, including any defense right(s), (3) the U.S. judgment is not tainted with fraud, and (4) the judgment does not conflict with a French judgment or a foreign judgment (or an arbitral award) which has become effective in France.

In addition, French law guarantees full compensation for the harm suffered but is limited to the actual damages, so the victim does not suffer or benefit from the situation, it being specified that under French law, the principle of awarding punitive damages is not, per se, contrary to public order, provided the amount awarded is not disproportionate to the harm suffered and the defendant’s breach.

As a result, the enforcement, by U.S. investors, of any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities law against the Company or members of its Board of Directors, officers or certain experts named herein who are residents of France or countries other than the United States would be subject to the above conditions. In addition, the enforcement of any such judgments obtained in U.S. courts (or in any other court) against the Company would be subject to limitations arising from applicable bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally.

Finally, there may be doubt as to whether a French court would impose civil liability on the Company, the members of its Board of Directors, its officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in France against the Company or such members, officers or experts, respectively.

Provisions having the effect of delaying, deferring or preventing a change of control of the Company

None.

10.C

MATERIAL CONTRACTS

See Notes 3.2 Main changes in the scope of consolidation and 14.3 Liquidity Risk Management to the Consolidated Financial Statements included in Item 18.

10.D

EXCHANGE CONTROLS

Under current French exchange control regulations, there are no limitations on the amount of payments that may be remitted by Orange to non-residents of France. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds made by a French resident to a non-resident, such as dividends payments, be handled by an authorized intermediary. In France, all registered banks and substantially all credit establishments are accredited intermediaries.

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10.E

TAXATION

The discussions set forth in this section are based on French tax law and U.S. federal income tax law, including applicable treaties and conventions, as in effect on the date of this Annual Report on Form 20-F. These tax laws, and related interpretations, are subject to change, possibly with retroactive effect. This section is further based in part on representations of the depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

10.E.1 French Taxation

The following is a general summary of the material French tax consequences of owning and disposing of the Shares or ADSs of Orange. This summary may only be relevant to you if you are not a resident of France (as defined in Article 4 B of the French General Tax Code), no double tax treaty between France and your country contains a provision under which dividends or capital gains are expressly liable to French tax (see Article 4 bis of the French General Tax Code) and you do not hold your Shares or ADSs in connection with a permanent establishment or a fixed base in France through which you carry on a business or perform personal services.

This discussion is intended only as a descriptive summary. It does not address all aspects of French tax laws that may be relevant to you in light of your particular circumstances.

If you are considering buying Shares or ADSs of Orange, you should consult your own tax advisor about the potential tax effects of owning or disposing of Shares or ADSs in your particular situation.

A comprehensive set of tax rules is specifically applicable to French assets (such as the Shares/ADSs) that are held by or in foreign trusts. These rules provide notably for the inclusion of trust real estate assets in the settlor's net assets for purpose of applying the French real estate wealth tax or trust assets in general for the application of French gift and death duties to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number of French tax reporting and disclosure obligations. The following discussion does not address the French tax consequences applicable to Shares and ADSs held in trusts. If the Shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of the Shares or ADSs.

Taxation on sale or disposal of Shares and ADSs

Generally, you will not be subject to any French income tax or capital gains tax when you sell or dispose of Shares or ADSs of Orange if all of the following apply to you:

you are not a French resident for deliveryFrench tax purposes; and surrender
you have not held more than 25% of ADSsOrange’s dividend rights, known as “droits aux bénéfices sociaux”, at any time during the preceding five years, either directly from investors depositing Shares or surrenderingindirectly, and, as relates to individuals, alone or with relatives,

unless you are established or domiciled in a jurisdiction listed as a non-cooperative state or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the French General Tax Code (a “Non-Cooperative State”), in which case you will be subject to a 75% tax on capital gain. The list of Non-Cooperative States is published by ministerial executive order and is updated from time to time.

If an applicable double tax treaty between France and your country contains more favorable provisions, you may not be subject to any French income tax or capital gains tax when you sell or dispose of any Shares or ADSs of Orange even if one or more of the above statements do not apply to you.

If you are a resident of the United States who is eligible for the benefits of the income tax treaty between the United States of America and France dated August 31, 1994 (as further amended) (the “U.S. France Treaty”) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the gain is treated for purposes of U.S. taxation as your income, you will not be subject to French tax on any capital gain if you sell or exchange your Shares or ADSs unless you have a permanent establishment or fixed base in France and the Shares or ADSs sold or exchanged were part of the business property of that permanent establishment or fixed base.

Special rules apply to individuals who are residents of more than one country.

Subject to specific conditions, foreign states, international organizations and a number of foreign public bodies are not considered French residents for these purposes.

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Pursuant to Article 235 ter ZD of the French General Tax Code, purchases of certain securities are subject to a 0.3% French tax on financial transactions provided that the market capitalization of the issuer exceeds 1 billion euros as of December 1 of the year preceding the taxation year. A list of companies whose market capitalization exceeds 1 billion euros as at December 1, 2022, has been published in the official guidelines of the French tax authorities on December 21, 2022 (BOI-ANNX-000467-21/12/2022), and Orange has been included on such list as a company whose market capitalization exceeded 1 billion euros as at December 1, 2022. Therefore, purchases of Orange’s Shares or ADSs are subject to such French tax on financial transactions. Please note that such list may be amended in the future.

Taxation of dividends

Under French domestic law, French companies must generally deduct a 25% French withholding tax from dividends (including distributions from share capital premium, insofar as the company has distributable reserves) paid to non-residents (12.8% for distributions made to individuals and 15% for distributions made to not-for-profit organizations with a head office in a Member State of the European Economic Area which would be subject to the tax regime set forth under Article 206-5 of the French General Tax Code if its head office were located in France and which meet the criteria set forth in the administrative guidelines BOI-RPPM-RCM-30-30-10-70-24/12/2019, n°130 et seq.). Under most tax treaties between France and other countries, the rate of this withholding tax may be reduced in specific circumstances. Generally, a holder who is a non-French resident is subsequently entitled to a tax credit in his or her country of residence for the amount of tax actually withheld at the appropriate treaty rate.

However, dividends paid or deemed to be paid by a French corporation, such as Orange, towards a Non-Cooperative State, will generally be subject to French withholding tax at a rate of 75%, irrespective of the tax residence of the beneficiary of the dividends if the dividends are received or deemed to be received in such States or territories (subject to the more favorable provisions of an applicable double tax treaty).

Under some tax treaties, a shareholder who fulfills specific conditions may generally apply to the French tax authorities for a lower rate of withholding tax, generally 15%. Under some tax treaties, the withholding tax is eliminated altogether.

If the arrangements provided for by any of such treaties apply to a shareholder, Orange or the authorized intermediary will withhold tax from the dividend at the lower rate, provided that the shareholder complies, before the date of payment of the dividend, with the applicable filing formalities. Otherwise, Orange or the authorized intermediary must withhold tax at the full rate of 15%, 12.8%, 25% or 75% as applicable, and the shareholder may subsequently claim the refund of excess tax paid.

If you are a resident of the United States who is eligible for the benefits of the U.S. France Treaty (in particular, entitled to Treaty benefits under the ‘‘Limitation on Benefits’’ provision) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, or in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the dividend is treated for purposes of the U.S. taxation as your income, French dividend withholding tax is reduced to 15% provided your ownership of the Shares or ADSs is not effectively connected with a permanent establishment or a fixed base that you have in France. A U.S. partnership generally can claim benefits under the U.S. France Treaty only to the extent its income is taxable in the United States as the income of a resident, either in the hands of such partnership or in the hands of its partners. Although not expressly stated in their current guidelines, the French tax authorities conceded that the benefits of the U.S. France Treaty may still be claimed if one or several members of the U.S. partnership are themselves U.S. partnerships to the extent of the income taxable in the United States as the income of a resident in the hands of the ultimate partner or partners. Certain other requirements must be satisfied. In particular, you will have to comply with the formalities set out in Item 10.E.3 “Procedure for Reduced Withholding Rate”. If you fail to comply with such formalities before the date of payment of the dividend, Orange or the authorized intermediary shall deduct French withholding tax at the rate of 15%, 12.8%, 25% or 75% as applicable. In that case, you may claim a refund from the French tax authorities of the excess withholding tax.

Certain tax exempt U.S. entities (such as tax-exempt U.S. pension funds, which include the exempt pension funds established and managed in order to pay retirement benefits subject to the provisions of Section 401(a) of the Internal Revenue Code (qualified retirement plans), Section 403(b) of the Internal Revenue Code (tax deferred annuity contracts) or Section 457 of the Internal Revenue Code (deferred compensation plans), and various other tax-exempt entities, including certain state-owned institutions, not-for-profit organizations and individuals with respect to dividends which they beneficially own and which are derived from an investment retirement account) may be eligible for the reduced withholding tax rate of 15% on dividends. Specific rules apply to them as further described below in Item 10.E.3 “Procedure for Reduced Withholding Rate”.

Estate and Gift Tax

France imposes estate and gift tax where an individual or entity acquires shares of a French company from a non-resident of France by way of inheritance or gift. France has entered into estate and gift tax treaties with a number of countries. Under these treaties, the transfer by residents of those countries of shares of a French company by way of inheritance or gift may be exempt from French inheritance or gift tax or give rise to a tax credit in such countries, assuming specific conditions are met.

2022 Form 20-F / ORANGE – 33

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Under the “Convention Between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24, 1978” (as further amended), French estate and gift tax generally will not apply to the individual or entity acquiring your Shares or ADSs if that individual or entity as well as you are residents of the United States and if you transfer your Shares or ADSs by gift, or they are transferred by reason of your death, unless you are a citizen of France or domiciled in France at the time of making the gift of the Shares or ADSs or at the time of your death, or you used the Shares or ADSs in conducting a business through a permanent establishment or fixed base in France, or you held the Shares or ADSs for that use.

You should consult your own tax advisor about whether French estate and gift tax will apply and whether an exemption or tax credit can be claimed.

Real Estate Wealth Tax

The French real estate wealth tax known as impôt sur la fortune immobilière replaced the French wealth tax, known as impôt de solidarité sur la fortune, with effect from January 1, 2018.

Company Shares are included in the basis of calculation of the French real estate wealth tax for the fraction of their value representing property or real estate rights held directly or indirectly by the company. However, buildings and real estate rights allocated to the industrial or commercial activity of the company that holds them directly are excluded from the calculation of the taxable fraction (article 965, 2°-a of the French General Tax Code).

In any case, you will not be subject to French real estate wealth tax, on your Shares or ADSs of Orange if both of the following apply to you:

you are not a French resident for the purpose of withdrawalFrench taxation; and
you own, either directly or from intermediaries acting for them. The Depositary collects fees for making distributionsindirectly, less than 10% of Orange capital stock, provided your Shares or ADSs do not enable you to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

The fees payable to the Depositary by investors are as follows:

exercise influence on Orange.

Depositary actions:

Fee:

If a double tax treaty between France and your country contains more favorable provisions, you may not be subject to French real estate wealth tax even if one or both of the above statements do not apply to you.

The French real estate wealth tax generally does not apply to Shares or ADSs if you are a resident of the United States for purposes of the U.S. France Treaty provided that you do not own directly or indirectly Shares or ADSs exceeding 25% of the financial rights of Orange.

10.E.2 U.S. Taxation of U.S. Holders

The following discussion is a general summary of certain U.S. federal income tax considerations relevant to the ownership and disposition of Orange Shares and ADSs. The discussion is not a complete description of all income tax considerations that may be relevant to you. It does not deal with federal estate or gift taxation or taxation by U.S. states.  It does not consider your particular circumstances. It applies to you only if you are a U.S. Holder, you hold the Shares or ADSs as capital assets, you use the U.S. dollar as your functional currency and you are eligible for the benefits of the U.S. France Treaty. It does not address the tax treatment of investors subject to special rules, such as banks, tax-exempt entities, insurance companies, dealers, traders in securities that elect to mark to market, U.S. expatriates or persons who directly, indirectly or constructively own 10% or more of the Shares or ADSs, have a permanent establishment in France, acquire ADSs in a “pre-release” transaction or hold Shares or ADSs as part of a straddle, hedging, conversion or other integrated transaction. For certain additional information regarding U.S. partnerships, see also the discussion presented under the caption “Taxation of Dividends” in Item 10.E.1 (French Taxation).

As used here, a “U.S. Holder” means a beneficial owner of the Shares or ADSs, that is, for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation or other business entity taxed as a corporation that is created or organized under the laws of the United States or its political subdivisions, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or that has elected to be treated as a domestic trust.

The U.S. federal income tax treatment of a partner in a partnership that holds Shares or ADSs will depend on the status of the partner and the activities of the partnership. Partnerships should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of the Shares or ADSs.

U.S. Holders of ADSs generally will be treated for U.S. federal income tax purposes as owners of the Shares underlying the ADSs.

2022 Form 20-F / ORANGE – 34

Orange believes, and this discussion assumes, that Orange is not and will not become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.

Dividends

Distributions on Orange Shares and ADSs, including French tax withheld and the gross amount of any payment on account of a French tax credit, will be includable in income as dividends from foreign sources when actually or constructively received. The dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations. The dividends received by non-corporate U.S. Holders, however, should be taxed as qualified dividends, currently at the same preferential rate allowed for long-term capital gains, because the ADSs are readily tradable on the NYSE.

The U.S. dollar amount of a euro dividend received on the Shares or ADSs will be based on the exchange rate for the euros received on the date you recognize the dividend for U.S. federal income tax purposes, whether or not you convert the euros into U.S. dollars. You will have a basis in the euros received equal to the U.S. dollar amount of the dividend you realized. Any gain or loss on a subsequent conversion or other disposition of the euros generally will be ordinary income or loss from U.S. sources.

Subject to generally applicable limitations, you may claim a deduction or a foreign tax credit for tax withheld at the applicable withholding rate. In computing foreign tax credit limitations, non-corporate U.S. Holders eligible for the preferential tax rate applicable to qualified dividend income may take into account only the portion of the dividend effectively taxed at the highest applicable marginal rate. You should consult your own tax adviser about your eligibility for benefits under the U.S. France Treaty including a reduced rate of French withholding tax and for applicable limitations on claiming a deduction or foreign tax credit for any French tax withheld.

Dispositions

You will recognize gain or loss on a disposition of Orange Shares or ADSs in an amount equal to the difference between the amount you realize and your adjusted tax basis in the Shares or ADSs. Your adjusted tax basis in a Share or ADS will generally be the amount you paid for it measured in U.S. dollars. The U.S-dollar cost of a Share or ADS purchased with foreign currency will generally be the U.S-dollar value of the purchase price. The gain or loss generally will be from sources within the United States. The gain or loss will be long-term capital gain or loss if you held the Shares or ADSs for at least one year. Long term capital gains realized by non-corporate U.S. Holders currently qualify for preferential tax rates. Deductions for capital losses are subject to limitations.

If you receive a currency other than U.S. dollars upon disposition of the Shares or ADSs, you will realize an amount equal to the U.S. dollar value of the currency received on the date of disposition (or, if you are a cash-basis or an accrual basis taxpayer that files an election with the IRS, the settlement date). You will have a tax basis in the currency received equal to the U.S. dollar amount you realized. Any gain or loss on a subsequent conversion or disposition of the currency received generally will be U.S. source ordinary income or loss.

Deposits or withdrawals of Shares in exchange for ADSs will not be taxable transactions subject to U.S. federal income tax.

U.S. Information Reporting and Backup Withholding for U.S. Holders

Your dividends on the Shares or ADSs and proceeds from the sale or other disposition of the Shares or ADSs may be reported to the U.S. Internal Revenue Service unless you are a corporation or you otherwise establish a basis for exemption. Backup withholding tax may apply to amounts subject to reporting if you fail to provide an accurate taxpayer identification number or otherwise establish a basis for exemption. You can claim a credit against your U.S. federal income tax liability for amounts withheld under the backup withholding rules and a refund for any excess.

Certain U.S. Holders will be required to report information with respect to Shares and ADSs that are held through foreign accounts. U.S. Holders who fail to report information required under these rules could become subject to substantial penalties. You are urged to consult your U.S. tax advisor regarding these and other reporting requirements that may apply with respect to your Shares or ADSs, as well as the application of all of the above rules to your particular tax situation.

10.E.3 Procedure for reduced withholding rate

If you are eligible for benefits under the U.S. France Treaty, you will be entitled to reduce the rate of French withholding tax on dividends by filing the applicable form(s) with the depositary or other financial institution managing your securities account in the United States, or failing that, the French paying agent, if the financial institution managing your securities account or the French paying agent receives the form(s) before the date of payment of the dividend. If you fail to submit the applicable form(s) in time to avoid withholding, you may claim a refund for the amount withheld in excess of the U.S. France Treaty rate.

2022 Form 20-F / ORANGE – 35

In order to have taxes on dividends withheld at the reduced amount, you generally must provide the depositary, or other financial institution managing your securities account in the United States, with a certificate of residence before the dividend is paid. If this certificate is not stamped by the U.S. Internal Revenue Service, the depositary or other financial institution managing your securities account in the U.S. must provide the French paying agent with a document listing certain information about the U.S. Holder and its Shares or ADSs and a certificate whereby the financial institution managing your securities account in the United States takes full responsibility for the accuracy of the information provided in the document.

Tax exempt U.S. pension funds, charities or other tax exempt organizations must also provide a certificate from the U.S. Internal Revenue Service setting out that they have been created and operate in compliance with the Internal Revenue Code of 1986, as amended. Tax exempt organizations may obtain this certification by filing a U.S. Internal Revenue Service Form 8802. Similar requirements apply to REITs, RICs and REMICs.

Collective trusts of pension funds may apply for the withholding tax reduction on behalf of their members if they provide a complete list of their members, the required certificate from the IRS for each member which is a tax exempt U.S. pension fund and a certificate setting out the dividend to which each tax exempt U.S. pension fund which is a member is entitled.

The relevant French forms will be provided by the depositary to all U.S. Holders of ADSs registered with the depositary and all U.S. Internal Revenue Service Forms are also available from the U.S. Internal Revenue Service. The depositary will arrange for the filing with the French paying agent and the French tax authorities of all forms completed by U.S. Holders of ADSs that are returned to the depositary in sufficient time.

You should consult your own independent tax advisors about the availability and applicability of the reduced rate of French withholding tax.

10.F

DIVIDENDS AND PAYING AGENTS

Not applicable.

10.G

STATEMENT BY EXPERTS

Issuance of ADSs, including issuances resulting from a distribution of Shares or rights or other property

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Not applicable.

10.H

DOCUMENTS ON DISPLAY

Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agree­ment terminates

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Orange is subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. In connection with the Exchange Act, Orange files reports, including this Annual Report on Form 20-F, and other information with the U.S. Securities and Exchange Commission. Such reports and other information are available on the SEC’s website at www.sec.gov, and may also be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

All documents provided to shareholders as required by law may be consulted at Orange's registered offices at 111, quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France.

In addition, the bylaws of Orange are available on Orange’s website at www.orange.com.  For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

Any cash distribution to ADS registered holders

$0.05 (or less) per ADS

10.I

2021SUBSIDIARY INFORMATION

For information relating to the Company’s subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

10.J

DISCLOSURE PURSUANT TO SECTION 13 (r) OF THE UNITED STATES EXCHANGE ACT OF 1934

Section 13(r) of the Exchange Securities Act requires an issuer to disclose in its annual or quarterly reports, as applicable, certain activities, including certain transactions or dealings relating to the “Government of Iran” as defined under § 560.304 of the Iranian Transactions and Sanctions Regulations (31 C.F.R. Part 560) and certain persons that are the subject of U.S. sanctions. Disclosure may be required even where the activities, transactions or dealings are conducted outside the United States by non-U.S. affiliates in compliance with applicable law and regardless of whether the activities are sanctionable under U.S. law.

Orange conducts limited business in Iran, all of which relates to telecommunications. The total revenue from these activities constitutes much less than 1% of the Group's consolidated revenue in the year ended December 31, 2022. Orange maintains roaming agreements and interconnection agreements with certain Iranian telecommunications companies. Orange also maintains a connectivity agreement with the Telecommunications Infrastructure Company (TIC). Separately, Orange’s Enterprise operating segment provides (through indirect, wholly-owned subsidiaries of Orange) telecommunications services to certain international public organizations and multinationals in Iran. In 2022, these telecommunication services represented gross revenues of approximately 4 million euros and a net profit of approximately 0.36 million euros.

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In addition, Orange provides standard commercial telecommunications services to certain Iranian companies present in France and the branches of several Iranian banks in France. In 2022, these telecommunication services represented gross revenues of approximately 40,000 euros and a net profit of approximately 8,000 euros.

Orange intends to continue carrying out these activities.

Item 11

Quantitative and qualitative disclosures about market risk

Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders

A fee equivalent to the fee that would be payable if securities distributed to holders of deposited securities had been Shares and the Shares had been deposited for issuance of ADSs

See Note 14 Information on market risk and fair value of financial assets and liabilities (telecom activities) to the Consolidated Financial Statements. The Group uses hedging instruments in order to limit its exposure to operational and financial foreign exchange and interest rate risks, while maintaining a diversified financing policy.

Item 12

Description of securities other than equity securities

Transfer and registration of Shares on the Depositary’s share register to or from the name of the Depositary or its agent when depositing or withdrawing Shares

Registration or transfer fees

In addition, investors must, as necessary, reimburse the Depositary for:

Taxes and other governmental charges the Depositary or the Custodian have to pay on any ADS or Share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
Any charges incurred by the depositary or its agents for servicing the deposited securities
Expenses of the Depositary for cable, telex and facsimile transmissions (when expressly provided in the Deposit Agreement)
Expenses of the Depositary for converting foreign currency to U.S. dollars

Fees and payments made by the Depositary to the Issuer

The Depositary has agreed to reimburse the Company for expenses the Company incurs that are related to establishment and maintenance expenses of the ADR facility. The Depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. The Depositary has agreed to provide additional payments to the Company based on activity indicators relating to the outstanding ADRs.

During the fiscal year ended December 31, 2021, payments of 2.3 million U.S. dollars were made to Orange in relation thereto.

Voting the Shares at shareholders meetings

Pursuant to a deposit agreement signed with the Company, the Company shall timely notify the Depositary in writing prior to any meeting of holders of Shares or other Deposited Securities of such meeting. Upon receipt of such notice, and upon consultation with the Company, the Depositary shall, in a timely manner, mail to owners of ADSs (the Owners):

a notice of impending meetings,
a statement that the Owners will be entitled, subject to any applicable provision of French law and the bylaws of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by the ADSs,

12.A

DEBT SECURITIES

copy or summary of any material provided by the Company,

Not applicable.

12.B

WARRANTS AND RIGHTS

a voting instruction card,
and a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, such instructions may be given or deemed given, to the Depositary to give the Custodian instructions to vote or cause to vote the Deposited Securities underlying the ADSs for which voting instructions are specifically given or deemed given, in accordance with the recommendations of the Board of Directors of the Company.

The Depositary will not charge any fee in connection with enabling the Owners to exercise their voting rights.

The Depositary and the Company may amend the voting procedures from time to time as they determine appropriate to comply with French or United States law or the bylaws of the Company.

Reports, Notices and Other Communications

On or before the first date on which the Company gives notice of any meeting of holders of Shares or of the taking of any action in respect of any cash or other distribution or the offering of any rights, the Company shall transmit to the Depositary a copy of the notice thereof. The Company will also arrange for the prompt transmittal to the Depositary of any other report and communication which is made generally available by the Company to holders of its Shares. The Company may arrange for the Depositary to mail copies of such notices, reports and communications to all Owners.

2021

Not applicable.

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PART II12.C

Item 13

Defaults, dividend arrearages and delinquencies

OTHER SECURITIES

Not applicable.

Item 14

Material modifications to the rights of security holders and use of proceeds

12.D

AMERICAN DEPOSITARY SHARES

None.

Item 15

Controls and procedures

15.A

DISCLOSURE CONTROLS AND PROCEDURES

Since 2003, Orange has had a Disclosure Committee whose mission is to ensure the accuracy, the compliance with applicable laws, regulations and recognized practices, the consistency and the quality of the financial information disclosed by Orange. The Disclosure Committee, operating under the authority of the Delegate Chief Executive Officer Finance, Performance and Development, reviews all financial information distributed by the Group, as well as related documents such as press releases announcing financial results, presentations to financial analysts and management reports. The Disclosure Committee is chaired, by delegation, by the Group Accounting Director and brings together the heads of the Legal, Internal Audit, Controlling, Investor Relations and Communication Departments.

Orange’s Chief Executive Officer and Delegate Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), after evaluating the effectiveness of the Group’s disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021, have concluded that, as of such date, Orange’s disclosure controls and procedures were effective. Orange’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and that such information is made known to the Chief Executive Officer and Delegate Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), as appropriate to allow timely decisions regarding required disclosure.

15.B

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Orange’s management is responsible for establishing and maintaining adequate internal control over financial reporting of Orange (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Orange’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Group are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Group’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Group management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework presented in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this evaluation, management concluded that the Group’s internal control over financial reporting was effective as of December 31, 2021. The effectiveness of the Group’s internal control over financial reporting as of December 31, 2021 has been audited by KPMG S.A. and Deloitte & Associés, independent registered public accounting firms, as stated in their report which is included herein.

15.C

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the Shareholders and the Board of Directors of Orange S.A.,

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Orange S.A. and its subsidiaries (the “Group”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

2021 Form 20-F / ORANGE – 38

Commission (“COSO”). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial position of the Group as of December 31, 2021 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, for the year ended December 31, 2021, and the related notes (collectively referred to as the "Consolidated Financial Statements") and our report dated March 3, 2022, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Paris-La Défense, France, March 3, 2022

/s/ KPMG Audit, a division of KPMG S.A.
Represented by Jacques Yves PIERRE

/s/ Deloitte & Associés

2021 Form 20-F / ORANGE – 39

15.D

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

None.

Item 16

[Reserved]

Item 16A

Audit committee financial expert

Jean-Michel Severino is the Audit Committee's financial expert as defined in Item 16A(b) and (c) of the SEC General Instructions on Form 20-F. Jean-Michel Severino is “independent” as defined by Rule 10A-3(b)(1)(ii) of the Exchange Act, as amended (see Item 6 Directors, Senior Management and Employees).

Item 16B

Code of ethics

Orange’s Board of Directors has adopted a Code of Ethics that applies to all Orange employees, including the Chief Executive Officer, the Delegate Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), the principal accounting officer and the persons performing similar functions. In 2016, following the entry into force of the European Market Abuse Regulation (“MAR”), the Audit Committee approved the Code of Ethics endorsed by the Group's Ethics Committee. A copy of Orange’s Code of Ethics is filed as Exhibit 11 to this document.

Item 16C

Principal accountant fees and services

Information about fees billed to Orange by our current statutory auditors KPMG SA, Paris La Défense, France (PCAOB ID No. 1253) and Deloitte & Associés, Paris La Défense, France (PCAOB ID No. 1756) and our former statutory auditor Ernst & Young Audit, Paris La Défense, France (PCAOB ID No. 1692) is presented in Note 21 Auditor’s fees to the Consolidated Financial Statements.

All services provided by the statutory auditors prior to the entry into force of the European Union (“EU”) Audit Reform legislation (applicable throughout the EU since June 17, 2016), were approved in accordance with the approval rules adopted by the Audit Committee in 2003 and updated in October 2013. All services provided by the statutory auditors following the entry into force of the EU Audit Reform legislation have been approved in accordance with the approval rules adopted by the Audit Committee in 2003 and updated in October 2016. Both rules include procedures for preapproval of services as required.

Item 16D

Exemptions from listing standards for audit committees

Orange’s Audit Committee consists of four directors including two directors who meet the independence requirements under Rule 10A-3 of the Exchange Act, as amended, and two who are exempt from such requirements pursuant to Rule 10A-3(b)(1)(iv) of the Exchange Act. The Audit Committee members exempt from the independence requirements are Ms. Stéphanie Besnier who meets the exemption requirements under Rule 10A-3(b)(1)(iv)(E) of the Exchange Act relating to foreign government representatives, and Mr. Sébastien Crozier who meets the exemption requirements under Rule 10A-3(b)(1)(iv)(C) of the Exchange Act relating to non-executive employees. Orange’s reliance on such exemptions does not materially adversely affect the ability of the Audit Committee to act independently.

2021 Form 20-F / ORANGE – 40

Item 16E

Purchase of equity securities by the issuer and affiliated purchasers

The information required by this section is set forth in the 2021 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.1.4 Treasury shares – Share Buyback program, on pages 400 and 401, and is incorporated this section by reference.

The table below presents additional information on the purchases of treasury Shares in 2021:

Settlement month

    

Total number of
Shares purchased (1)

    

Weighted average
gross price per
Share (€)

    

Total number of
Shares purchased as
part of publicly
announced programs

    

Maximum number of
Shares that may yet be
purchased under the
programs (2)

January 2021

 

1,454,648

 

9.8545

 

1,454,648

 

254,679,368

February 2021

 

3,068,130

 

9.7459

 

3,068,130

 

251,611,238

March 2021

 

2,619,239

 

10.0032

 

2,619,239

 

248,991,999

April 2021

 

2,355,125

 

10.3875

 

2,355,125

 

246,636,874

May 2021

 

2,291,000

 

10.4304

 

2,291,000

 

263,714,660

June 2021

 

1,855,592

 

10.2354

 

1,855,592

 

261,859,068

July 2021

 

306,588

 

9.4929

 

306,588

 

261,552,480

August 2021

 

777,012

 

9.5096

 

777,012

 

260,775,468

September 2021

 

799,915

 

9.4683

 

799,915

 

259,975,553

October 2021

 

1,185,541

 

9.4215

 

1,185,541

 

258,790,012

November 2021

 

29,163,066

 

9.4854

 

29,163,066

 

229,626,946

December 2021

 

1,306,946

 

9.2986

 

1,306,946

 

228,320,000

Total

 

47,182,802

 

 

47,182,802

 

(1)Until May 19, 2020, under the 2019 Share buyback program approved by the Annual Shareholders' Meeting of May 21, 2019 for up to 10% of Orange’s share capital; from May 20, 2020, under the 2020 Share buyback program approved by the Annual Shareholders' Meeting of May 19, 2020 for up to 10% of Orange’s share capital for a period of 18 months.
(2)At month end.

Item 16F

Change in Registrant’s Certifying Accountant

The terms of office of Ernst & Young Audit, joint principal Statutory Auditor of the Company since September 18, 1991, expired at the end of the Shareholders’ Meeting of May 18, 2021. Ernst & Young Audit’s terms of office could not be legally extended as they had reached the maximum legal duration following the transposition of the European audit reform into French law.

Orange's ADR facility is maintained by Bank of New York Mellon, which principal executive office is located at 240 Greenwich Street, New York, New York 10286 ("the Depositary").

One American Depositary Share represents one Share of Orange. A copy of our form of Amended and Restated Deposit Agreement ("the Deposit Agreement") among the Depositary, owners and holders of ADSs evidenced by ADRs issued under the Deposit Agreement and Orange was filed with the SEC as an exhibit to the Form F-6 filed on July 27, 2017. Société Générale ("the Custodian") acts as agent of the Depositary for the purposes of this Deposit Agreement. For more complete information, including on holders’ rights and obligations, holders should read the entire deposit agreement, as amended, and the ADR itself.

Consequently, the Board of Directors decided not to propose the renewal of the terms of office of Ernst & Young Audit and to propose instead to the Shareholders’ Meeting to appoint Deloitte & Associés as new joint Principal Statutory Auditor.

The Shareholders’ Meeting of May 18, 2021 resolved to appoint Deloitte & Associés as new joint principal Statutory Auditor to replace Ernst & Young Audit. The selection of the Statutory Auditors to be appointed by the Shareholders’ Meeting was overseen by the Audit Committee which issued a recommendation to the Board of Directors. Their nomination was made according to a process that fully complies with the recommendations of the French Afep-Medef Code of Corporate Governance of listed companies.

The report of Ernst & Young Audit and KPMG SA on the consolidated financial statements for each of the years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During each of the years ended December 31, 2020 and 2019:

-there were no “disagreements” (as that term is described in Item 16F(a)(1)(iv) of the Instructions to Form 20-F and the instructions to Item 16F) between Orange and Ernst & Young Audit on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement(s), if not resolved to Ernst & Young Audit’s satisfaction, would have caused Ernst & Young Audit to make reference to the subject matter of the disagreement(s) in connection with its report; and
-there were no “reportable events” (as that term is defined in Item 16F(a)(1)(v) of the Instructions to Form 20-F).

2021 Form 20-F / ORANGE – 41

During the Company’s two most recent fiscal years, and any subsequent interim period prior to engaging Deloitte & Associés, neither the Company, nor anyone on its behalf, has consulted Deloitte & Associés regarding:

-either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the registrant's financial statements; and neither a written report was provided to the Company, nor oral advice was provided, that Deloitte & Associés concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;
-or any matter that was either the subject of a disagreement (as described in Item 16F(a)(1)(iv) of the Instructions to Form 20-F and the related instructions to this Item) or a reportable event (as defined in Item 16F(a)(1)(v) of the Instructions to Form 20-F).

The Company has furnished Ernst & Young Audit with a copy of the statements made in this Item 16F and requested that Ernst & Young Audit furnish a letter addressed to the SEC stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree.

A copy of Ernst & Young Audit’s letter, dated April 1, 2022, is filed as Exhibit 15.5 to this Form 20-F.

The terms of office of all the Statutory Auditors will expire following the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year ended December 31, 2026.

Item 16G

Corporate governance

Orange has endeavored to take into account the NYSE corporate governance standards as codified in section 303A of the NYSE Listed Company Manual. However, because Orange SA is not a U.S. company, most of those standards do not apply to Orange, which may choose to follow rules applicable in France.

The table below discloses the significant ways in which Orange’s corporate governance practices differ from those required for U.S. companies listed on the NYSE.

NYSE Standards

Corporate Governance Practices of Orange

Board Independence

Orange’s Board of Directors has chosen to determine the independence of its members against the criteria set out in France in the Afep-Medef Report (defined in Item 16G as “the Report”), which provides that one-third of board members should be independent. According to the criteria the Report sets out, five members (out of the total of 14 current board members) are independent.

Orange has not tested the independence of its board members under the NYSE standards; a majority of the board may not be independent under those criteria.

The criteria against which the directors’ independence must be tested, as provided in the Report, are set forth in Section 5.2.1.2 Independent Directors on pages 371 and 372

ORANGE

(Exact name of the 2021 Universal Registration Document, filedRegistrant as Exhibit 15.1 of this document and is incorporated this section by reference.

Executive Sessions/ Communications with the Presiding Director or Non-Management Directorsspecified in its charter)

Not applicable

(Translation of Registrant’s name into English)

111 quai du Président Roosevelt

92130 Issy-les-Moulineaux

France

French Republic

(Jurisdiction of incorporation or organization)

French law does not require (and Orange does not provide for) non-management directors to meet regularly without management and nothing requires non-management directors to meet alone in an

(Address of principal executive session at least once a year. However, if the directors decide to meet in such session, they may do so.

French law does not mandate (and Orange does not provide for) a method for interested parties to communicate with the presiding director or non-management directors.

Compensation/Nominating/ Corporate Governance Committeeoffices)

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

111 quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France

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

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

Title of each class:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one Ordinary Share, nominal value €4.00 per share

ORAN

New York Stock Exchange

Ordinary Shares, nominal value €4.00 per share*

New York Stock Exchange*

* Listed, not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

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

None

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:

Ordinary Shares, nominal value €4.00 per share 2,658,791,500 as of December 31, 2022

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

Yes

No

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.

Yes

No

Indicate by check mark whether the registrant (1) has a combined Governancefiled 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 Corporate Environmental and Social Responsibility Committee. The Committee consists of three directors, including one independent director (according(2) has been subject to the criteria set out in the Report). The NYSE standards providesuch filing requirements for the implementationpast 90 days:

Yes

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of two separate committees (a Nominating CommitteeRegulation 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).

Yes

No

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.

See definition of “large accelerated filer,” “accelerated filer,” and a Compensation Committee) composed exclusively of independent directors. In terms of internal mechanics, while the Committee has a written charter, it does not comply with all the requirements“emerging growth company” in Rule 12b-2 of the NYSE.Exchange Act.

In addition,

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with law,U.S. GAAP, indicate by check mark if the Governance and Corporate Environmental and Social Responsibility Committee isregistrant has elected not vestedto use the extended transition period for complying with the same scope of authority and responsibilities as that available to U.S. domestic companies.  Under French law, the committees of our Board of Directors are advisory only; our Board of Directors is,any new or revised financial accounting standards* provided pursuant to French law, the only competent body to take decisions, albeit taking into account the recommendationSection 13(a) of the relevant committees.

Audit CommitteeExchange Act.         

Orange’s Audit Committee consists*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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of four directors including two independent directors (accordingthe 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

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.

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). o

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

U.S. GAAP

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

Other

If “Other” has been checked in response to the criteria set out inprevious question, indicate by check mark which financial statement item the Report) and two non-independent directors.registrant has elected to follow.

Item 17

Item 18

Of those, oneIf this is an annual report, indicate by check mark whether the registrant is a representative of the French Government and one is an employee who is not an executive officer of the Issuer. While not meeting the definition of independence set forthshell company (as defined in Rules 10A-3 (b) (1)Rule 12b-2 of the Exchange Act, as amended, they fall within the exceptions under Rule 10A-3(b)(1)(iv) (C) relating to non-executive employees and Rule 10A-3(b)(1)(iv) (E) relating to foreign government representatives. For its part, the Report recommends that two-thirds of an audit committee’s members should be independent.Act).

The Committee is responsible for organizing the procedure for selecting the statutory auditors. It makes a recommendation to the Board of Directors regarding their choice and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by the Shareholders’ Meeting.

According to its charter, the Committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an accounting firm for an audit or other service.

French corporate law provides that the Board of Directors must vote to approve a broadly defined range of related-party transactions (conventions règlementées) between the Company on the one hand and its

2021 Form 20-F / ORANGE – 42

Yes

No

NYSE Standards

Corporate Governance PracticesPresentation of information

The consolidated financial statements contained in this annual report of Orange on Form 20-F for the year ended December 31, 2022 (the “Annual Report on Form 20-F”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as of December 31, 2022.

directorsThis 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 officersFinancial 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, 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 “2022 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 2022 that are attached in Exhibit 15.1 to this Form 20-F and form 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 2022 Universal Registration Document attached in Exhibit 15.1  except as otherwise required including for segment reporting. The 2022 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 29, 2023. Other than as expressly provided herein, the 2022 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 other hand,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 then presentedevidenced by American Depositary Receipts (“ADRs”).

References to shareholders for approval at the next annual meeting. This legal safeguard operatesConsolidated Financial Statements are references to the consolidated financial statements included in place of certain provisions of the NYSE rules.

Equity Compensation PlansItem 18.

2022 Form 20-F / ORANGE – 2

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:

Orange’s broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks;

The shift of Orange’s ecosystem toward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain;

The high concentration of Orange’s critical suppliers, the growing use of outsourcing, as well as global supply tensions represent a risk for the Group’s activities;

Orange is exposed to risks of disclosure or inappropriate modification of stakeholder data, particularly in the event of cyberattacks;

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;

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

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;

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

The development of mobile financial services activities in an increasing number of countries poses risks to Orange that are specific to this sector in each of its host countries;

The execution of Orange’s new strategy may not yield the expected results;

The Group’s brand policy represents a risk for the Orange brand image;

The scope of Orange’s business activities and the interconnection of its networks expose it to various acts of technical fraud, specific to the telecommunications sector;

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy;

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

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

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 NYSE requiresmaterial 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.

2022 Form 20-F / ORANGE – 3

Table of contents

PRESENTATION OF INFORMATION

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3

PART I

6

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

6

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

6

ITEM 3

KEY INFORMATION

6

3.A

[Reserved]

6

3.B

Capitalization and indebtedness

6

3.C

Reasons for the offer and use of proceeds

6

3.D

Risk factors

6

ITEM 4

INFORMATION ON ORANGE

17

4.A

History and development of Orange

17

4.B

Business overview

18

4.C

Organizational structure

18

4.D

Property, plants and equipment

18

ITEM 4A

UNRESOLVED STAFF COMMENTS

19

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

19

5.A

Operating results

19

5.B

Liquidity and capital resources

22

5.C

Research and development, patents and licenses, etc.

23

5.D

Trend information

23

5.E

Critical Accounting Estimates

23

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

23

6.A

Directors and senior management

23

6.B

Compensation

23

6.C

Board practices

24

6.D

Employees

24

6.E

Share ownership

27

6.F

Disclosure of actions to recover erroneously awarded compensation.

27

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

27

7.A

Major shareholders

27

7.B

Related party transactions

28

7.C

Interests of experts and counsels

28

ITEM 8

FINANCIAL INFORMATION

28

8.A

Consolidated statements and other financial information

28

8.B

Significant changes

28

ITEM 9

THE OFFER AND LISTING

28

9.A

Offer and listing details

28

9.B

Plan of distribution

29

9.C

Markets

29

9.D

Selling shareholders

29

9.E

Dilution

29

9.F

Expenses of the issue

29

ITEM 10

ADDITIONAL INFORMATION

29

10.A

Share capital

29

10.B

Memorandum of association and bylaws

29

10.C

Material contracts

31

10.D

Exchange controls

31

10.E

Taxation

32

10.F

Dividends and paying agents

36

10.G

Statement by experts

36

10.H

Documents on display

36

10.I

Subsidiary information

36

10.J

Disclosure Pursuant to Section 13 (r) of the United States Exchange Act of 1934

36

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

37

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

37

12.A

Debt Securities

37

2022 Form 20-F / ORANGE – 4

PART I

Item 1

Identity of directors, senior management and advisers

Not applicable.

Item 2

Offer statistics and expected timetable

Not applicable.

Item 3

Key information

3.A

[RESERVED]

3.B

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D

RISK FACTORS

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 listed U.S.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.

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

with respect to risks relating to regulations and regulatory pressure, see Section 1.7 Regulation of telecommunication activities on pages 38 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document and Note 18 Litigation to the Consolidated Financial Statements included in Item 18;

with respect to risks relating to litigation involving the Group, see also Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements, as well as Section 3.2.1 Recent events on page 130 of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document, where applicable;

with respect to financial risks, see:

-

Note 2.5.4 to the Consolidated Financial Statements included in Item 18 for macroeconomic context,

-

Note 7 to the Consolidated Financial Statements included in Item 18 for the key assumptions used to determine the recoverable amount of the main activities and specific risk factors that might affect this amount,

-

Notes 7 and 8 to the Consolidated Financial Statements included in Item 18 for asset impairments,

2022 Form 20-F / ORANGE – 6

-

Note 13.8 to the Consolidated Financial Statements included in Item 18 for derivatives,

-

Note 14 to the Consolidated Financial Statements included in Item 18 for the management of interest rate risk, foreign exchange risk, liquidity risk, covenants, credit risk and counterparty risk, and equity market risk. The policies for managing interest rate, foreign exchange and liquidity risks are set by the Treasury and Financing Committee. See Section 5.2.2.3 Executive Committee and Group governance committees on pages 415 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document;

Operational risks

Operational risks mainly include risks related to the telecommunications sector, and risks related to Orange’s strategy and business. In addition, risks with potentially significant employee-related, social and environmental consequences are presented in the section “-Non-financial risks” below.

Oranges broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks.

The proliferation of national and international crises and conflicts affects the general business climate and the conduct of the Groups activities. In that sense, the population movements following the conflict in Ukraine put pressure on the operations of Oranges subsidiaries bordering the conflict area by saturating the networks and requiring reinforcement of infrastructure sites in certain areas.

In addition, Orange has a large presence in countries and geographical areas marked by political or economic instability. This instability exposes Orange to decisions by governmental or judicial authorities contrary to its interests, sometimes combined with heightened tax or regulatory pressure. While certain additional taxes or fines can be disputed, the authorities can also decide to suspend services.

In some countries where the Group is present, its contribution to local economic activity is significant. However, its image is sometimes linked to that of the French government, exposing the Group to potential abuse or reprisals.

Lastly, current or future international economic sanctions against certain countries could affect the value or sustainability of investments made in those countries.

Such situations could call into question the profitability outlook used when making investment decisions and could adversely impact the Groups financial position and earnings.

The shift of Oranges ecosystem toward a more open and fragmented model enables global non-telecommunications actors to take an increasing share of the service and network value chain.

Competition with numerous actors, such as Over-The-Top (OTT) service providers and Internet market leaders, is spreading to the majority of the value-added services that use existing networks offered by Orange. In that sense, new players (SD-WAN, etc.) and other solution and service providers, particularly Cloud solutions and service providers, are positioning themselves as aggregators of such services, a role traditionally filled by integrated operators such as Orange. At the same time, disruptive technologies, such as the development of voice traffic via videoconferencing apps, allow new non- telecommunications players to capture revenue streams historically going to telecommunications operators.

Furthermore, the evolution of the ecosystem is marked by the massive investments made by new actors in infrastructure, specifically in that based on new technologies such as the Cloud and network virtualization, but also in submarine cables in which Orange is no longer necessarily a partner.

Lastly, the opening up and fragmentation of networks enable existing actors (such as infrastructure managers, network businesses not in the telecommunications sector such as railways and local authorities) to offer network services.

Operators such as Orange, for which the direct relationship with customers is a source of value, could therefore be marginalized. Likewise, the massive investment by new actors in infrastructure could, over time, make the Group increasingly dependent on them; some already control, for example, 80% of submarine cables or their capacity.

These developments could adversely affect Oranges revenues and margins.

The high concentration of Oranges critical suppliers, the growing use of outsourcing, as well as global supply tensions represent a risk for the Groups activities.

Orange depends, particularly in the areas of network infrastructure, information systems and mobile handsets, on a number of critical suppliers operating in highly concentrated markets.

Despite Oranges secure purchasing policies, this dependence poses a risk to the Groups current or future business in the event that one of these suppliers defaults or decides to change its business practices; and, regardless of the cause, including in the event of international economic sanctions against such critical supplier or its country of origin.

2022 Form 20-F / ORANGE – 7

The risk of supply disruption, including in the energy sector, is heightened by shortages linked to specific conditions in some markets, such as the market for electronic components or the supply of 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 its critical suppliers failed to deliver on Oranges purchasing requirements, Oranges business, earnings and reputation could be adversely affected on a long-term basis.

Orange is exposed to risks of disclosure or inappropriate modification of data, particularly in the event of cyber-attacks.

Oranges business activities require the transmission through its networks and storage on its infrastructure of data, including that belonging to its B2B or government customers, suppliers, partners and all stakeholders other than natural persons (see Section -Non-financial risks below for information relating to risks regarding personal data).

Despite its infrastructure protection systems, Oranges business activities expose it to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of data, in particular when setting up new services or applications or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices).

The occurrence of these risks could, in particular, result from malicious acts (such as cyber-attacks) aimed in particular at the data in Oranges possession, but also inadvertently by Orange or by Group partners to which certain business activities are outsourced.

The Group could be held liable if these risks were to materialize. In addition, its reputation could be seriously harmed because Oranges positioning as a trusted operator comes with high expectations from its stakeholders in terms of security, which could have a significant adverse effect on future earnings.

A large part of Oranges 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, 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 disruptive technologies 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 Oranges services, similarly affecting its revenues and margins.

Furthermore, the difficult economic environment, marked by inflation and rising energy costs, is weighing on Oranges 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.

Against this backdrop, Orange is pursuing its policy of transformation toward a model that enhances its infrastructure (particularly through its subsidiary Totem), the quality of its services and offers, and its development in high-growth industries and regions such as cybersecurity and Africa & Middle East. If Orange were unable to implement this strategy, its revenues or margin growth prospects could be adversely affected.

For further information about competition, see Section 1.4 Operating activities on pages 18 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document.

Orange is exposed 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 telecommunications, compounded by the widespread take-up of teleworking and the digitization of businesses, the networks of telecommunications 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 conflict, telecommunications 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 such as energy or water, human error, particularly when subcontractors work on shared infrastructure, in the event of the failure of a critical supplier, or when new applications 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.

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.

2022 Form 20-F / ORANGE – 8

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.

Oranges 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, Oranges 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 Oranges facilities.

Lastly, Oranges 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 ongoing 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 Oranges customers and other stakeholders remain very high regarding Oranges 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 needs linked to changing uses, Orange must accelerate the roll-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 roll-out of its fixed and mobile broadband and very high-speed broadband networks in the regions and improve the quality of service of its networks to meet the high demand for connectivity linked in particular to changing uses. Moreover, Orange has made commitments regarding geographic coverage and quality of service to central government and local authorities in France. However, Oranges 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 has ramped up its strategy of co-financing investments and sharing its network infrastructure.

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

The development of Mobile Financial Services activities in an increasing number of countries poses risks to Orange that are specific to this sector in each of its host countries.

Mobile 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, such as fraud, cyber-attacks and service interruption.

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

The execution of Orange’s new strategy may not yield the expected results.

Orange’s new strategy aims to refocus on its core business as a profitable convergent operator while consolidating its value creation momentum in Europe, developing its infrastructure operator business and continuing to grow in Africa and the Middle East. The new strategy also aims to accelerate the Group’s transformation with the overhaul of its B2B positioning and the role that Orange aims to play in challenges facing society, in particular in matters of data integrity and as an actor in the environmental transition and a promoter of responsible and inclusive digital technology.

Despite the relevance of this new strategy with regard to changes in the Orange ecosystem (see above “The shift of Orange’s ecosystem toward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain.”), its success could depend on the accomplishment of the transformation projects which require, in particular, the support of its employees and customers. It could also depend on changes in the legal and regulatory framework and a fairer application of the existing legal and regulatory framework to telecommunication operators. The implementation of this new strategy also involves the continuation of operational efficiency programs such as the digitization of processes and cost management and capital allocation policies centered on the creation of value, which may not bring the expected results.

2022 Form 20-F / ORANGE – 9

Should Orange only be able to partially implement its new strategy under the proposed plan, the Group may not be able to achieve all of the objectives it has set for itself, which would adversely affect its growth and profitability outlook.

The Group’s brand policy represents a risk for the Orange brand image.

The vast majority of the Group’s business activities are operated under the single Orange brand. Although the Group takes great care to preserve the value of the major asset that is the Orange brand, the execution risks inherent in each of its business activities could, if they materialize, affect the image of the Orange brand and thus damage the reputation of the entire Group.

In the event of significant damage to the Orange brand image, the Group’s earnings and outlook could be adversely affected.

The scope of Orange’s business activities and the interconnection of its networks expose it to numerous acts of technical fraud, specific to the telecommunication sector.

Orange has 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 cyber-attacks.

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

Legal risks

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy.

In most of the countries where it operates, Orange has little flexibility to manage its business activities because it must comply with numerous restrictive requirements relating to the provision of its products and services, primarily relating to obtaining and renewing licenses to conduct its activities. Orange also has to comply with its own regulatory obligations and oversight by authorities seeking to maintain effective market competition, as well as, in some countries, additional constraints owing to its historically dominant position in the fixed telecommunication market.

Oranges business and earnings could be materially affected by changes in laws or regulations, some of which may be extraterritorial in nature, or by changes in government policy, including decisions made by regulatory or competition authorities regarding:

the modification or renewal under unfavorable conditions, or even the withdrawal, of fixed or mobile operator’s licenses;
conditions for accessing networks (primarily in connection with roaming or infrastructure sharing) or rolling-out new networks such as Fiber;
service rates;
the introduction of new taxes or increases in existing taxes on telecommunication companies, including the introduction of taxes aimed at facilitating the achievement of countries’ carbon neutrality targets (such as taxes on use or handset purchases);
banking and financial supervision, and any related compliance regulations such as laws and regulations on economic sanctions;
non-financial corporate obligations;
data security;
merger and acquisition policy;
regulations affecting operators in competing sectors, such as cable;
consumer legislation.

Such changes, developments or decisions could materially adversely affect the Group’s revenues and earnings.

For further information on regulatory risks, see Section 1.7 Regulation of telecommunication activities on pages 38 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document.

2022 Form 20-F / ORANGE – 10

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 regulations in force relating to its activities and its relations with its partners, suppliers, subcontractors and customers, as well as with the conditions governing its operator’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 Authorities due to its pre-eminent position in some 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 abuse of dominant position. The Group is also involved in commercial disputes where the stakes can be very 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 revenues of the offending company (or the Group 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. This could be the case, for instance, if Orange were to distribute products 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 and adversely affect its financial position.

The main proceedings involving Orange are described in Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements included in Item 18. 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

Risk of asset impairment

Changes affecting the economic, political or regulatory environment may result in asset impairment, particularly of goodwill.

AtDecember 31, 2022, the gross value of goodwill recognized by Orange following acquisitions was 33.1 billion euros.

The carrying values of long-term assets, including goodwill, fixed assets and interests in associates and joint ventures, are sensitive to any change in the environment that is different from the assumptions used. Orange recognizes impairment on those assets if events or circumstances occur that entail material adverse changes of a lasting nature, affecting the economic environment or the assumptions or objectives adopted at the time of the acquisition.

Over the past five years, Orange has recognized material impairment of its investments in Romania, Spain, the Democratic Republic of Congo and Jordan. At December 31, 2022, the cumulative amount of goodwill impairment was 10 billion euros, excluding impairment of interests in associates and joint ventures which, in certain cases, include goodwill in their carrying value.

New events or unfavorable circumstances could prompt Orange to review the current value of its assets and to recognize further material impairment with an adverse effect on its earnings. Sensitivity analyses carried out at December 31, 2022 with respect to Romania in particular revealed additional impairment risks of up to 240 million euros.

In addition, in the event of a disposal or IPO, the value of certain subsidiaries may be affected by changes in the equity and bond markets.

For further information on goodwill and recoverable amounts (particularly key assumptions and sensitivity), see Note 7 Impairment losses and goodwill and Note 8.3 Impairment of fixed assets to the Consolidated Financial Statements included in Item 18.

Credit-rating risk

A change in Oranges credit rating could increase the cost of debt and in some cases limit access to the financing it needs.

Orange’s credit rating from rating agencies is based partly on factors beyond its control, namely conditions affecting the telecommunication industry in general or conditions affecting certain countries or regions in which it operates. It may be changed at any time by the rating agencies, in particular as a result of changing economic conditions, a downturn in the Group’s earnings or performance, or changes to its shareholding structure. A prolonged multi-notch downgrade in Orange’s credit rating would have a material adverse effect on its financing terms.

2022 Form 20-F / ORANGE – 11

Liquidity risk

Oranges 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 included in Item 18, 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, 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.

Interest rate risk

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

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

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

To limit exposure to interest rate fluctuations, Orange uses financial instruments (derivatives), but the Company cannot guarantee that 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 or if its financial instruments 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 income and cash flows are exposed to foreign exchange fluctuations.

Currency markets can be volatile due to economic and geopolitical conditions.

The main currencies in which Orange is exposed to a major foreign exchange risk are the Polish zloty, the Egyptian pound, the Moroccan dirham and the US dollar. Intra-period variations in the average exchange rate of a particular currency could materially affect revenues and expenses denominated in that currency, which could materially affect Orange’s results, such as for example 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 negatively affect the Group’s consolidated revenues and earnings.

When preparing the 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 exchange rates are set out in Note 14.2 Foreign exchange risk management to the Consolidated Financial Statements included in Item 18.

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.

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

See Note 13.8 Derivatives to the Consolidated Financial Statements included in Item 18.

2022 Form 20-F / ORANGE – 12

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 multi-currency revolving credit facility, which has a maturity date in 2027, 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 4.3 Trade receivables and 14.5 Credit risk and counterparty risk management to the Consolidated Financial Statements.

Non-financial risks

Orange is exposed, particularly as a result of cyber-attacks, to risks of 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 such personal data, in particular when setting up new services or apps or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices). The occurrence of these risks could result in particular from (i) malicious acts (such as cyber-attacks) targeting personal data, (ii) negligence or errors committed within Orange or within the Group’s partners to whom certain operations are outsourced, or (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 violating human rights and fundamental freedoms”).

Orange may be held liable in various countries, under personal data protection laws (such as the General Data Protection Regulation (EU) 2016/679 of April 27, 2016, GDPR), which strengthen 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 damage, and the Group could be held liable, compliance with its purpose could be called into question and its reputation could be materially affected.

Orange faces various internal and external risks relating to human health and safety.

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

In addition, in a context of more regular teleworking, Oranges employees and its subcontractors are exposed to the risks associated with these new working conditions, which are sometimes sources of social isolation, which can also have direct or indirect repercussions on their health or even their safety.

2022 Form 20-F / ORANGE – 13

In addition, the Groups transformation program, the rapid acceleration of the virtualization of interactions 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 Groups strategy roll-out and have a material impact on its reputation and operation.

Orange may find it difficult to obtain prior shareholder approvaland retain the skills needed for its business on a long-term basis due to numerous employee departures and ever-faster developments in its activities.

Every 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 2022, particularly within the central functions of the various operational head offices, as part of the implementation of the new intergenerational agreement in December 2021 (see Section 1.3 Significant events on pages 13 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document).

At the same time, the need for new skills is growing, whether related to technological developments or the Groups line of development specifically in terms of rare skills or occupations experiencing shortages in the job market. If Oranges 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 and outlook could be adversely 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 Groups 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 Oranges environmental footprint is, however, linked to its value chain. As such, Oranges 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 Oranges 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.

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

In addition to the impacts on Oranges infrastructure (see above Operational risks - Oranges technical infrastructure is vulnerable to intentional or accidental damage, but also to natural disasters, the occurrence of which has increased due to climate change), climate change could also worsen the health or economic situation of Oranges customers and employees, and more generally of populations, potentially generating significant migration flows, particularly in the Africa & Middle East region on which part of the Groups growth outlook 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 purpose, particularly in terms of its commitment to digital inclusion.

In addition, climate change could have other material impacts on Oranges business activities; for example, the availability and price of certain issuancesraw materials that are in the composition of authorized stockthe products sold or used by Orange as part of its telecommunication services (see Section above Operational risks - A large part of Oranges revenue is achieved in markets that are both highly competitive and equity compensation plans whenregulated where pressure on price remains strong); or changes in the regulations applicable to Orange (such as, for example, the introduction of a carbon tax or the ban on the sale of certain products (see Section above Legal risks - Orange operates in highly regulated markets and its business activities and earnings 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 have direct and indirect financial impacts for the telecommunication industry and specifically for Orange.

2022 Form 20-F / ORANGE – 14

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

As the Groups 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 Oranges earnings, service quality and reputation could be adversely affected.

The scope of Oranges 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 violating 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.

If they were to materialize, these risks could have a material adverse impact on Orange, or the relevant suppliers and subcontractors, 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 Oranges reputation and result in the infringement of the freedom of expression and respect for privacy of the populations of the offending countries.

Exposure to electromagnetic fields from telecommunication equipment could have harmful effects on health and the perception of such plans are established or materially amended. Under French law, Orange must obtain shareholder approval at a Shareholders’ Meetingrisk could hinder the development of services. Excessive and inappropriate use of telecommunication services and equipment could also have harmful consequences on health.

The concerns raised in ordermany countries regarding the possible human health risks of exposure to electromagnetic fields from telecommunication equipment have generally led public authorities to adopt binding regulations and health authorities to 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). The complementary scientific studies conducted to date on some of the spectrums used for 5G have come up with similar findings. However, Orange cannot prejudge the conclusions of future scientific research or future assessments by international organizations and scientific committees mandated to examine these issues. If an equity compensation plan. Generally,adverse health effect were to be scientifically established, it would have a material adverse effect on Oranges business and brand image and on the shareholders then delegateGroups earnings and financial position. Beyond potential adverse effects on Orange, this could significantly curb the development of the digital society.

Any 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 mobile 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 reduced coverage, failure to meet Oranges coverage commitments to the Boardauthorities, deteriorating quality of Directorsservice and an increase in network roll-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 authoritymost 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.

In any event, the Group could be held liable, and Oranges revenues, earnings, service quality and reputation could be adversely affected.

2022 Form 20-F / ORANGE – 15

Risks related to decideOranges 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 specific terms and conditionsU.S. securities markets. Any dividend that Orange might pay in the future would be denominated in euro. A decline in the value of the grantingeuro against the U.S. dollar would reduce the U.S. dollar equivalent of equity compensation, withinany 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 limitsdepositary, through the custodian or the custodian's nominee, is the holder of the shareholders' authorization. WhileShares underlying all ADSs and ADS holders have only ADS holder rights, as set forth in the Companydeposit 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 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 the 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 obtain shareholder approvalwhen 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 issuanceADS holders’ right to cancel such ADSs and withdraw the underlying ordinary Shares. Temporary delays in the cancellation of authorized stocksuch ADSs and withdrawal of the underlying ordinary Shares may arise because the depositary has closed its transfer books or an equity compensation planswe 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 or 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, or obtain advantageous tax treatmentevidence in France or otherwise,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 general matter,treaty providing for recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters.

2022 Form 20-F / ORANGE – 16

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 intendoffer holders of our Shares the option to follow our French home country practice, whichreceive 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 shareholder approvals, rather than complyingrights 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.

Accordingly, 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.

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 the French Monetary and Financial Code, 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 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, 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 Covid-19 pandemic, a governmental decree, as modified, has created, until December 31, 2023, a 10% threshold of the voting rights for the non-European investments in listed companies, in addition to the 25% abovementioned threshold. This 10% threshold is expected to be permanently integrated into the French Monetary and Financial Code.

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 NYSE rules.measures will result in a lower or more volatile market price of its ADSs or Shares.

Item 4

Information on Orange

4.A

HISTORY AND DEVELOPMENT OF ORANGE

Adoption and disclosure

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of corporate governance guidelinesthis document:

the introduction to Section 1.1 Overview on page 4,
Section 7.1 Company identification on page 466,
Section 1.1.3 History on page 6,

2022 Form 20-F / ORANGE – 17

Section 3.1.2.5 Group capital expenditure on pages 99 et seq.,

and is incorporated in this section by reference.

For a discussion on significant divestitures, see also Note 3 Gains and losses on disposal and main changes in scope of consolidation to the Consolidated Financial Statements.

A discussion of the Company’s principal capital expenditures and divestitures for the year ended December 31, 2020 are included in Section 3.1.2.5 Group capital expenditure on pages 99 et seq. of the Universal Registration Document filed as Exhibit 15.1 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022 and incorporated in Part I, Item 4.A (History and Development of Orange) thereof.

Agent in the United States: Orange Participations U.S. Inc., 13865 Sunrise Valley Drive, Coppermine Commons Bldg. 2, Suite 425, Herndon, VA  20171-6190.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Orange has adopted corporate governance guidelines (the “Internal Guidelines”, available on itsalso maintains a website at www.orange.com under Group/Governance/Documentation links to Governance) as required by French law.www.orange.com. For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

4.B

BUSINESS OVERVIEW

These corporate governance guidelines do not cover all items

The information required by NYSE guidelinesthis section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document:

Section 1.3 Significant events on pages 13 et seq.,
Section 1.4 Operating activities on pages 18 et seq.,
Section 1.6.2 Intellectual Property and Licensing on page 37,
Section 1.7 Regulation of telecommunication activities on pages 38 et seq.,
Section 3.1.2.1 Group revenue on pages 93 et seq.,
Section 7.2.2 Glossary of technical terms on pages 468 et seq,

and is 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 U.S. companies.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.

4.C

ORGANIZATIONAL STRUCTURE

Code

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of Ethicsthis document:  Section 1.1 Overview on page 4 and the introduction of Section 3.1.3 Review by business segment on page 102, and is incorporated in this section by reference.

For a listing of significant subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

4.D

PROPERTY, PLANTS AND EQUIPMENT

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, on pages 32 et seq., and Section 3.1.2.5 Group capital expenditure on pages 99 et seq., and is incorporated in this section by reference. For information on material tangible fixed assets, see Note 8.5 Property, plant and equipment to the 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.

Orange has adopted a Code of Ethics to be observed by all its directors, officers and other employees that generally meets the requirements of the NYSE.

Annual certifications

Because Orange is a “foreign private issuer” as described above, its Chief Executive Officer and its Chief Financial Officer issue the certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 on an annual basis (with the filing of its Annual Report on2022 Form 20-F)) rather than on a quarterly basis as would be the case of a US corporation filing quarterly reports on Form 10-Q.

20-F / ORANGE – Item 16H

Mine Safety Disclosure

Not applicable.

Item 16I

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

2021 Form 20-F / ORANGE – 4318

PART III

ITEM 17

Financial statements

Not applicable.

ITEM 18

Financial statements

The information required in this item is included in pages F-1 to F-133 attached hereto.

ITEM 19

List of exhibits

Item 4A

Unresolved staff comments

None.

Item 5

Operating and financial review and prospects

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

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

5.A

OPERATING RESULTS

This section sets forth:

an overview of the operating results of the Group, set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document, found in (i) the introduction to Section 3.1 Review of the Group’s financial position and results and Section 3.1.1 Overview, on pages 91 et seq., and (ii) Section 1.3 Significant events on pages 13 et seq. and incorporated in this section by reference;

a comparative analysis of the Group income statement and capital expenditures (and related financial information) and a comparative analysis by business segment for 2022 and 2021, set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.1.2.1 Group revenueon pages 93et seq., and 3.1.2.3 Group net income, 3.1.2.4 Group comprehensive income, 3.1.2.5 Group capital expenditure and 3.1.3 Review by business segment on pages 102 et seq.;
a comparative analysis of the Group operating income for 2022 and 2021, set forth below;
a comparative analysis of the Group operating results and a comparative analysis by business segment for the years ended December 31, 2021 and December 31, 2020, are included in Part I, Item 5.A (Analysis of Group operating income) of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

1.

Bylaws (In this Annual Report on Form 20-F, including in the foregoing sections that are included in Exhibit 15.1 and incorporated by reference in this section, Orange sets forth certain financial aggregates or indicators that are not defined under IFRS, in addition to the financial aggregates or indicators that are presented in accordance with IFRS. Accordingly, the information set forth in Section 3.1.5 statutsFinancial indicators not defined by IFRS) (excluding Sections 3.1.5.2, 3.1.5.4, 3.1.5.5 and 3.1.5.7, which are explicitly excluded from this Annual Report on Form 20-F), on pages 124 et seq. of Orange,the 2022 Universal Registration Document is incorporated in this section by reference. The financial aggregates or indicators not defined under IFRS are provided as amendedadditional information and should not be substituted for or confused with the financial aggregates or indicators that are defined under IFRS, and they may not be directly comparable with the non-IFRS financial measures of other companies using the same or similar non-IFRS financial measures.

In addition, the information set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 7.2.1 Financial glossary, on May 19, 2020.pages 466 et seq., is incorporated by reference in this section.

2.(a)*

FormSee also Note 2 Description of Amendedbusiness and Restated Deposit Agreement amongbasis of preparation of the Depositary, owners and holders of American Depositary Shares.

2.(c)**

Indenture dated March 14, 2001 between Orange (formerly France Telecom) and, inter alia, Citibank, NA as Trustee.

8.

List of Orange’s subsidiaries: see Note 20 Main consolidated entitiesfinancial statements to the Consolidated Financial Statements at page F-131.Statements.

11.Analysis of Group operating income

    

2022

    

2021

    

2021

(at December 31, in millions of euros)

data on a comparable basis

data on a historical basis

Operating income

 

4,801

 

122

 

2,521

Telecom activities

 

5,000

 

303

 

2,702

Mobile Financial Services

 

(200)

 

(182)

 

(182)

2022 Form 20-F / ORANGE – 19

This section discusses Group operating income by type of expense as presented in Note 1 to the Consolidated Financial Statements.

g 2022 vs. 2021

In 2022, Orange

12.1

Certification group operating income amounted to 4,801 million euros (of which 5,000 million euros from telecom activities and a loss of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2

Certification of Delegate Chief Executive Officer acting in his capacity as Chief200 million euros from Mobile Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Delegate Chief Executive Officer acting in his capacity as Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Excerpt of the pagesServices activities), up 2,280 million euros on a historical basis and sections of the 2021 Universal Registration Document that form4,679 million euros on a part of this document and are incorporated by reference in certain sections of this document as specified.

15.2

Consent of Ernst & Young Audit and KPMG S.A. as auditors of Orangecomparable basis with respect to 2021.

On a historical basis, the increase of 90.4%, i.e. 2,280 million euros, in Group operating income between 2021 and 2022 includes:

the unfavorable impact of changes in the scope of consolidation and other changes of 2,481 million euros, mainly corresponding to the loss of exclusive control over:
Orange Concessions for 2,177 million euros, following the disposal of 50% of the capital and the application of equity accounting on November 3, 2021 (with, primarily, the gain of 2,124 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements), and
Światłowód Inwestycje (FiberCo in Poland), through the disposal of 50% of the capital and the application of equity accounting on August 31, 2021 (with, primarily, the gain of 340 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements);
the positive effect of foreign exchange fluctuations of 81 million euros, mainly resulting from the performance of the US dollar and the Guinean franc against the euro; and
the organic change on a comparable basis, i.e. an increase of 4,679 million euros in operating income.

On a comparable basis, the increase of 4,679 million euros in Group operating income between 2021 and 2022 was mainly due to:

the decrease of 77.9%, i.e. 2,885 million euros in the impairment of goodwill (see Note 7 to the Consolidated Financial Statements), essentially as a result of:
the counter-effect of the recognition in 2021 of goodwill impairment of 3,702 million euros for activities in Spain. At December 31, 2021, Spain’s business plan had been significantly revised downward compared with the one used at December 31, 2020, in view of (i) a deteriorating competitive environment despite market consolidation operations (affected by the erosion of average revenues per user) and (ii) uncertainty surrounding the continuation of the Covid-19 health crisis (delay in the forecasts for economic recovery), and
the recognition in 2022 of goodwill impairment of 789 million euros for Romania. This impairment mainly reflects (i) a significant increase in the discount rate due to changes in the business market assumptions, (ii) increased competitive pressure, and (iii) the downward revision of the business plan compared with the one used at December 31, 2021, particularly in the next few years;
the decrease of 10.6%, i.e. 1,059 million euros, in labor expenses (see Section 7.2.1 Financial glossary and Note 6 to the Consolidated Financial Statements), mainly due to:
the decrease of 895 million euros in the expense recognized for the French part-time for seniors plans (relating to agreements for the employment of older workers in France) and related premiums, mainly due to (i) the counter-effect of the recognition in 2021 of an expense of 1,225 million euros for the renewal of the part-time for seniors plan under the inter-generational agreement for the period 2022–2024 (see Note 6.2 to the Consolidated Financial Statements), (ii) partially offset by the expense of 367 million euros recognized in 2022, largely because of how successful these plans have been with employees; and
the counter-effect of the recognition in 2021 of the expense related to the Together 2021 Employee Shareholding Plan of 172 million euros (see Note 6.3 to the Consolidated Financial Statements).
Other labor expenses were virtually stable between the two periods, with the decrease in the average number of employees (full-time equivalent) of entities in France offsetting in particular the effect of policies relating to employee wages in France and abroad. Between the two periods, the average number of employees (full-time equivalent, see Section 7.2.1 Financial glossary) decreased by 3.0%, i.e. by 3,980 full-time equivalent employees (mainly in France, Poland and Spain);
the decrease of 44.1%, i.e. 326 million euros, in other operating expenses (see Section 7.2.1 Financial glossary and Note 5.2 to the Consolidated Financial Statements). This decrease is mainly due to (i) developments in various disputes over the year, and (ii) lower allowances and losses on trade receivables – telecom activities (see Notes 4.3 and 5.2 to the Consolidated Financial Statements), especially in Europe (Romania, Spain);

the increase of 0.6%, i.e. 276 million euros, in revenues;
the decrease of 5.9%, i.e. 267 million euros, in service fees and inter-operator costs (included in external purchases, see Section 7.2.1 Financial glossary), primarily as a result of (i) the general decrease in interconnection costs (particularly in France, Poland, Romania and Spain), linked on the one hand to the regulatory cuts in call termination rates in several countries (mainly in Europe and in France) and, on the other hand, to the general contraction in the legacy activities of fixed and mobile wholesale and enterprise services, (ii) partially offset by the increase in network expenses in France and in Europe, notably due to customer migration to third-party very high-speed broadband networks;
the decrease of 62.3%, i.e. 206 million euros, in restructuring costs, mainly due to the counter-effect of the recognition in 2021 of restructuring costs in Spain (employee departure plans and closure of points of sale, see Note 5.3 to the Consolidated Financial Statements);
the increase of 162 million euros in gains (losses) on disposal of fixed assets, investments and activities (see Note 3.1 to the Consolidated Financial Statements) mainly due to (i) the higher gain on disposal of fixed assets (see Note 8.1 to the Consolidated Financial Statements) in Africa & Middle East countries (principally in connection with the disposal of assets in the Democratic Republic of the Congo (DRC) and Côte d’Ivoire), as well as for Shared Services and Poland (under programs for the optimization of real estate assets), and (ii) the gain on disposal of 77 million euros related to the remeasurement at fair value of Deezer assets following the merger of Deezer with the special purpose acquisition vehicle, or SPAC, I2PO and the IPO of the new entity (see Section 1.3 Significant events and Note 3.2 to the Consolidated Financial Statements); and
additionally, (i) the decrease of 1.0%, i.e. 69 million euros of depreciation and amortization of fixed assets (see Note 8.2 to the Consolidated Financial Statements), mainly due to the effect of extending the depreciation period for the copper network in France, and (ii) the decrease of 3.1%, i.e. 60 million euros, in operating taxes and levies (see Section 7.2.1 Financial glossary and Note 10.1 to the Consolidated Financial Statements), mainly in Spain.

These positive changes are partially offset by:

the increase in external purchases (see Section 7.2.1 Financial glossary and Note 5.1 to the Consolidated Financial Statements), which reflects:
the increase of 9.1%, i.e. 259 million euros, in other external purchases (see Section 7.2.1 Financial Glossary), related to the resumption of travel and consulting and support missions (with the end of Covid-19 restrictions) and to higher vehicle energy costs (see Section 1.3 Significant events), and (ii) the increase in purchase for resale costs (growth of energy purchases in Poland, development of integration services and information technology for Enterprise services and roll-out of build-to-suit mobile sites in France);
the increase of 3.1%, i.e. 234 million euros, in commercial expenses, equipment costs and content rights (see Section 7.2.1 Financial glossary), mainly due to (i) the rise in commercial expenses and equipment costs for Enterprise services (resulting from the major NEO contract signed with the National Gendarmerie and National Police in France), as well as in Africa & Middle East countries (with the expansion of Orange Money and general business growth) and Europe (linked to strong equipment sales momentum), particularly in Poland, and (ii) to a lesser extent, higher content costs;
the increase of 2.7%, i.e. 96 million euros, in other network expenses and IT expenses (see Section 7.2.1 Financial glossary), largely due to (i) higher energy access costs for fixed and mobile networks, mainly in Europe, Africa & Middle East countries and for Totem (see Section 1.3 Significant events), and (ii) increased IT expenses for Enterprise services, (iii) partially offset by lower operating and maintenance expenses for the copper network in France;
partially offset by the decrease in service fees and inter-operator costs (see above); and
to a lesser extent, by the increase of 40 million euros in impairment of fixed assets (see Note 8.3 to the Consolidated Financial Statements), mainly due to the recognition, in 2022, of impairment of fixed assets of 56 million euros, mainly for Mobile Financial Services, due to the deterioration in the business plan (see Note 7 to the Consolidated Financial Statements).

g2021 vs. 2020

The discussion of the Group’s operating and financial review and prospects for the years ended December 31, 20192021 and 2020.

15.3

Consent of KPMG S.A. as auditor of Orange with respect to the financial year ended December 31, 2021

15.4

Consent2020 is included in Part I, Item 5.A (Analysis of Deloitte as auditorGroup operating income) on page 18 et seq. of Orange with respect to the financial year ended December 31, 2021

15.5

Copy of Ernst & Young Audit’s letter, dated April 1, 2022

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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101.CAL

Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Schema Definition Linkbase

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104

Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

*

Incorporated by reference to Exhibit 1 to the Registration StatementAnnual Report on Form F-620-F filed with the Securities and Exchange Commission on July 27, 2017. April 1, 2022.

(https://www.sec.gov/Archives/edgar/data/1201935/000120193517000005/orangedepnrec.htm)

**

Incorporated by reference to Orange’s Annual Report on2022 Form 20-F for the year ended December 31, 2000, as filed with the Securities and Exchange Commission on May 29, 2001.

2021 Form 20-F / ORANGE – 44/ ORANGE – 21

5.B

LIQUIDITY AND CAPITAL RESOURCES

This section presents, for the Orange group:

i) a comparative analysis of liquidity and cash flows, with a presentation of the net cash provided by operating activities, of the net cash used in investing activities and of the net cash used in financing activities,

ii) a presentation of the Group’s shareholders’ equity, and

iii) a discussion on the Group’s financial debt and financial resources,

which are set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document and incorporated in this section by reference as follows:

Section 3.1.4 Cash flow, financial debt and equity, on pages 119 et seq.,
Section 3.1.2.5.1 Capital expenditure, on pages 99 and 100,
Section 3.2.1 Recent events, on page 130,

as well as in Notes 13 Financial assets, liabilities and financial results(telecom activities), 14 Information on market risks and fair value of financial assets and liabilities (excluding Orange Bank) and 16 Unrecognized contractual obligations and commitments (excluding Orange Bank) to the consolidated financial statements.

Orange expects that its existing working capital and foreseeable cash from operations will be sufficient to finance its foreseeable working capital requirements. As at December 31, 2022, the liquidity position of Orange’s telecom activities exceeded the repayment obligations of its gross financial debt in 2022.

Orange cash and cash equivalents are held mainly in France and other countries of the European Union that are not subject to restrictions on convertibility or exchange control. A portion of the cash and cash equivalents held by certain subsidiaries in Africa and the Middle East could be subject to transfer restrictions; however, such restrictions have not had and are not expected to have a significant impact on the Group’s ability to meet its cash obligations.

For further information on the risks relating to Orange’s financial debt and to the financial markets and a history of the Company’s credit ratings, see item 3.D Risk factors – Financial risks.

The following table summarizes payments due under Orange’s significant contractual commitments as of December 31, 2022:

At December 31, 2022

    

Note to the

    

Contractual

    

Total

    

Less than

    

1-3 years

    

3-5 years

    

More than

(in millions of euros)

consolidated

obligations

payments

1 year

5 years

financial

reflected in the

due

statements

balance sheet

Gross financial debt after derivatives of telecom activities (incl. derivatives assets) (1)

 

14.3

 

35,563

 

35,838

 

5,852

 

5,549

 

4,537

 

19,900

Financial liabilities of Orange Bank (2)

 

17.2.6

 

2,948

 

2,948

 

2,682

 

266

 

 

Trade payables of telecom activities

 

14.3

 

11,551

 

11,551

 

10,071

 

409

 

576

 

495

Trade payables of Orange Bank

 

5.6

 

122

 

122

 

122

 

 

 

Future interests on financial liabilities

 

14.3

 

9,263

 

1,388

 

1,953

 

1,483

 

4,439

Total Financial liabilities

 

50,184

(3)

59,722

 

20,115

 

8,177

 

6,596

 

24,834

Lease liabilities

 

9.2

 

8,410

 

9,580

 

1,646

 

2,585

 

1,972

 

3,377

Employee Benefits

 

6.2

 

4,985

 

7,434

 

2,466

 

1,164

 

760

 

3,043

Provisions for dismantling

 

8.7

 

696

 

1,221

 

21

 

38

 

41

 

1,122

Restructuring provisions

 

5.3

 

162

 

162

 

119

 

43

 

 

Other liabilities

 

5.7

 

2,801

 

2,801

 

2,526

 

276

 

 

Operating taxes and levies payables

 

10.1.2

 

1,405

 

1,405

 

1,405

 

 

 

Current tax payables

 

10.2.3

 

538

 

538

 

538

 

 

 

Total other liabilities (4)

 

18,998

 

23,141

 

8,720

 

4,106

 

2,773

 

7,542

Lease commitments

 

148

 

45

 

49

 

27

 

26

Other operational and purchase obligations

 

11,426

 

4,468

 

2,982

 

1,299

 

2,676

Unrecognized operational contractual commitments

 

16.1 & 17.3

 

11,573

 

4,513

 

3,031

 

1,327

 

2,703

TOTAL

 

94,437

 

33,348

15,314

 

10,696

 

35,079

(1)excluding equity components related to unmatured hedging instruments and loan from Orange Bank to Orange Group.
(2)excluding unmatured derivatives liabilities and loan from Orange Group to Orange Bank.
(3)of which long-term debt obligations amounting to 30 573 million of euros (including TDIRA, bonds and bank and lending institutions).
(4)excluding deferred tax liabilities and deferred income.

2022 Form 20-F / ORANGE – 22

Signature

5.C

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 1.6 Research and innovation on pages 35 et seq., which is incorporated in this section by reference.

The discussion of the Group's research and development activities for the years ended December 31, 2021 and December 31, 2020 is included in Part I, Item 5.C of the Annual Report on page 21 of Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

5.D

TREND INFORMATION

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document as follows:

Section 3.2.1 Recent Events, on page 130,
Sections 1.2.2 Key changes in the telecoms services market and 1.2.3 The Orange group strategy, on pages 9 et seq.,

and is incorporated in this section by reference.

For a discussion on uncertainties that could have a material effect on the Group’s financial situation, see also Item 3.D Risk factors.

5.E

CRITICAL ACCOUNTING ESTIMATES

Not applicable.

Item 6

Directors, senior management and employees

6.A

DIRECTORS AND SENIOR MANAGEMENT

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in the introduction to Chapter 5 Corporate Governance and in Section 5.1 Composition of management and supervisory bodies on pages 390 et seq. and is incorporated in this section by reference.

6.BCOMPENSATION

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 5.4 Compensation and benefits paid to Directors, Corporate Officers and Senior Management on pages 418 et seq. and incorporated in this section by reference. For the definition of certain of the financial indicators used therein, see Note 1.9 Definition of operating segments and performance indicators to the Consolidated Financial Statements included in Item 18.

On November 28, 2022, the SEC adopted rules, pursuant to Section 10D-1 of the Exchange Act, requiring national securities exchanges and national securities associations, such as the NYSE, to amend their relevant listing standards no later than November 28, 2023 to require companies with listed securities to put in place a policy whereby listed companies will recover erroneously-awarded variable compensation from the Chief Executive Officer and certain other "executive officers" as defined in Rule 10D-1(d) under the Exchange Act. On February 22, 2023, the NYSE published a proposal to amend its listing rules, pending public comment and SEC approval. However, as of the date of publication of this Annual Report on Form 20-F, the NYSE listing standards have not yet been amended pursuant to Section 10D-1 of the Exchange Act.

In anticipation of the NYSE’s adoption of its final rules to amend its listing standards for recovery of erroneously awarded compensation, the Board of Directors has recommended that the shareholders include in the compensation policy for the Chief Executive Officer a clause requiring the recovery in full or in part of the components of the Chief Executive Officer's compensation that are wholly or partially contingent on the attainment of financial performance criteria based on financial information that has been determined to be erroneous and has required restatement of the financial statements for accounting purposes.  Orange has included this principle in the compensation policy of the Chief Executive Officer to be presented to its shareholders for approval at its Annual General Meeting to be held on May 23, 2023. If approved, it will enter into force no later than 60 days following the effective date of the final amended rules adopted by NYSE. The same policy shall apply to other executive officers, subject to compliance with applicable local laws and the amended rules adopted by NYSE, within the same timeframe.

2022 Form 20-F / ORANGE – 23

6.C

BOARD PRACTICES

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document as indicated below:

Section 5.1.1 Board of Directors, on pages 390 et seq.,
Section 5.1.3 Executive Committee, on pages 396 to 398,
Sections 5.2 Operation of the management and supervisory bodies, on pages 406 et seq.  including a description of the Audit Committee and the Governance and Corporate Social and Environmental Responsibility Committee, which oversees the remuneration of directors and corporate officers, and 5.3 Reference to a Code of Corporate Governance, on page 382,
subsection Other benefits granted to Corporate Officers (Table 11 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate officers for 2022, on page 420 et seq and Section 5.4.1.3 Compensation policy for executive and non-executive Corporate Officers for 2023 on pages 428 et seq.

and incorporated in this section by reference.

6.D

EMPLOYEES

Employment

General changes in the number of Group employees

In 2022, the Orange group experienced several changes in terms of scope. The main changes occurred within the Orange Business Services division, with the acquisition of Exelus (14 permanent contracts) by the Enovacom subsidiary in France, and the integration of three Swiss companies – SCRT (66 permanent contracts), Telsys (36 permanent contracts) and Swiss Cyber SA (3 permanent contracts) – into the Orange Cyberdefense subsidiary internationally. Three companies left the Group during the year: NOWCP (-7 permanent contracts) and ID2S (-8 permanent contracts) in France in the Corporate Division, and Business & Decision CIS LLC Russia internationally (OBS division: -54 permanent contracts). The Group also underwent some internal changes, with the integration of Business & Decision France and Business & Decision Eolas Interactive France into Orange Business Services SA, and of TP Teltech into Orange Poland.

At the end of 2022, the Group had 136,430 active employees, of whom 133,856 were on permanent contracts and 2,574 on fixed-term contracts. The number of permanent contracts was down 2.2% (i.e. -3,018) on a comparable basis, with fixed-term contracts down 7% (i.e. -193). These trends vary depending on the different scopes.

They were driven mainly by France, where the Group had 74,905 employees (i.e. 54.8% of the Group’s workforce) at the end of December: 73,824 on permanent contracts and 1,081 on fixed-term contracts. The decline in the active workforce (-4.5%) was driven solely by permanent contracts, which fell by 3,553 (-4.6%), while fixed-term contracts increased by 2.2% (i.e. +23) over the period. The decrease was attributable to Orange SA (-3,953 permanent contracts, i.e. -6.0%), with the permanent contracts of the French subsidiaries increasing by 3.5% (+394).

At end-2022, 60,032 employees on permanent contracts worked outside of France; their numbers rose by a slight 0.7% (i.e. +442 permanent contracts) on a comparable basis. Despite overall stability in employment numbers at the international level, there were a number of regional or sectorial changes year-on-year:

growth in the permanent workforce (on a comparable basis) within:
OBS International (+748 permanent contracts, i.e. +4.8%), in emerging markets (Egypt, India, Morocco and Mauritius) within Equant, as well as in Orange Cyberdefense’s Scandinavian companies,
Orange Innovation (+195 permanent contracts, i.e. +10.2%), mainly in Morocco,
the Africa & Middle East division (+194 permanent contracts, i.e. +1.4%);
conversely, there was a decrease in the Europe division (-707 permanent contracts, i.e. -2.5% on a comparable basis), driven by the workforce reduction at Orange Poland (-582 permanent contracts, i.e. -5.7%).

2022 Form 20-F / ORANGE – 24

Number of employees – active employees at end of period

    

2022

    

2021

    

2021

    

2020

(comparable basis)

Orange SA

 

62,765

 

66,599

 

66,475

 

71,297

French subsidiaries

 

12,140

 

11,836

 

11,862

 

11,125

Total France (1)

 

74,905

 

78,435

 

78,337

 

82,422

International subsidiaries (1) 

 

61,525

 

61,263

 

61,303

 

59,728

Group total

 

136,430

 

139,698

 

139,640

 

142,150

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
(1)Scope of financial consolidation: a company is assigned to the scope in which its revenues are consolidated.

In terms of average full-time equivalent employees (FTEs) (monthly average over the year), the Group’s internal workforce included 130,307 FTEs at the end of 2022. This represents a decrease of 3,980 FTEs (-3.0%) on a comparable basis, a trend mainly driven by France (Orange SA).

At the end of 2022, the Group had 2,574 employees on fixed-term contracts, nearly 58% of whom were outside France. Between 2022 and 2021 on a comparable basis, this headcount was down by 7% (i.e. -193 employees with fixed-term contracts), a trend driven by countries outside France (-221 employees, i.e. -12.9%).

Employees by contract type

    

2022

    

2021

    

2021

    

2020

(comparabley basis)

Permanent contracts

 

133,856

 

136,928

 

136,874

 

139,269

Fixed-term contracts

 

2,574

 

2,770

 

2,767

 

2,881

Group total

 

136,430

 

139,698

 

139,640

 

142,150

This additional workforce, which represented 1.9% of the workforce at the end of 2022 (-0.1 point compared with 2021), is marginal. At the end of 2022, 44% of employees on fixed-term contracts were working in customer-facing activities (primarily sales and services for B2C customers). The innovation and technology businesses (information systems and networks) are their second business segment (26%).

Employees by type of activity

    

2022

    

2021

    

2020

Support

 

19.9

%  

19.7

%  

19.5

%  

Customer

 

31.8

%  

31.8

%  

32.8

%  

Support functions

 

11.0

%  

11.1

%  

11.1

%  

Innovation and technology

 

35.4

%  

35.0

%  

33.3

%  

Other

 

1.9

%  

2.4

%  

3.3

%  

Group total (1)

 

100.0

%  

100.0

%  

100.0

%  

(1)the Group reporting scope comprises all entities consolidated in the Group’s financial statements.

New business guidelines were implemented in France in 2019, and internationally in 2020. These new guidelines include a business category named “Support.” It includes the management, project management and process management businesses. The “Innovation and Technology” category includes, inter alia, businesses relating to network roll-out and operation.

Employees by geographical region (1)

    

2022

    

2021

    

2020

 

France

 

54.8

%  

56.0

%  

57.9

%

Spain

 

4.0

%  

4.1

%  

4.3

%

Poland

 

7.2

%  

7.5

%  

8.0

%

other European countries

 

12.5

%  

12.2

%  

9.6

%

Africa

 

14.9

%  

13.8

%  

13.3

%

Asia-Pacific

 

4.8

%  

4.6

%  

4.5

%

North and South America

 

1.8

%  

1.8

%  

2.4

%

Group total (2)

 

100.0

%  

100.0

%  

100.0

%

(1)the Group reporting scope comprises all entities consolidated in the Group’s financial statements.

External workforce in France

Temporary staffing

Temporary labor is mainly used to cope with temporary increases in activity, particularly the launch of new products and services, as well as sales campaigns and promotional offers.

It is presented in full-time equivalents (FTEs) and as a monthly average over the year. In 2022, as in the previous year, it mainly concerned the sales and marketing area and especially sales activities to B2C customers (65%), and to a lesser extent enterprise sales and services. Less significant in network activities, the use of temporary labor represents a small volume in information systems activities. Temporary staffing saw an increase of 25.2% compared to 2021, which was a return to pre-public health crisis levels. This increase was driven mainly by B2C Customer Relations.

The Group recommends using temporary employees rather than employees on fixed-term contracts for assignments of less than two months. External labor represented 0.8% of the Group’s total workforce in France in 2022.

2022 Form 20-F / ORANGE – 25

Temporary employees – Group France (1)

    

2022 (3)

    

2021

    

2020

Amount of payments made to external companies for employee placement (in millions of euros)

 

37.8

 

30.1

 

25.2

Monthly average number of temporary workers (2)

 

791

 

632

 

542

(1)

Scope of financial consolidation excludes companies with employees in France whose revenues are consolidated under the “international” scope.

(2)

Calculation of temporary employee expenses recorded in the Group France results.

(3)The 2022 figures are provisional.

Subcontracting

The use of employees belonging to external companies takes the form of service contracts. In France, they are mainly used in the field of networks, in the areas of technical intervention (on the networks and on the customer’s premises), research, engineering and architecture, as well as in B2B and B2C Customer Relations and customer service. They are also used in the field of information systems on design, development and integration activities.

The use of subcontracting concerned 29,065 full-time equivalent employees (monthly average over the year) at end-December 2022, compared with 32,221 FTEs in 2021, a decrease of 9.8% (-3,157 FTEs). This external labor represented 29.2% of the total Group workforce in France (Orange SA and Group subsidiaries operating in France). The reduction recorded mainly relates to the construction of the very high-speed broadband network, with certain regions seeing the completion of their roll-out program in 2022.

Subcontracting – Group France (1)

    

2022

    

2021

    

2020

Amount of subcontracting (in millions of euros)

 

2,008.4

 

3,030.5

 

2,820.9

Full-time equivalent workforce (monthly average) (2)

 

29,065

 

32,221

 

35,721

(1)Scope of financial consolidation: excludes companies with employees in France whose revenues are consolidated under the “international” scope.
(2)Calculation based on the subcontracting expenses recorded in the statutory financial statements of the companies in the Group France scope.

Social dialog

Organization of social dialog

Worldwide

Orange’s Worldwide Works Council (Comité Groupe Monde – CGM) was created in 2010 to provide a common platform for social dialog at the Group level. It comprises 32 members representing 23 countries across the world, each with more than 400 employees. The Worldwide Works Council met once in 2022. It should be noted that the meeting was held face-to-face, after two years of meetings taking place remotely due to the Covid-19 pandemic and related travel restrictions. The Worldwide Works Council addresses economic, financial and employee-related matters of a global or transnational nature, such as the Group’s general business and its probable developments, its financial position, its Corporate Social Responsibility, and its industrial, commercial and innovation strategy.

The employee representatives are either trade union representatives appointed by their trade union to sit on the committee, representatives appointed by elected forums of employees, or employee representatives appointed by a democratic process according to locally defined rules.

In Europe

Orange’s European Works Council comprises 24 employee representatives from 18 countries. It met nine times in 2022. The large number of meetings was due to the increase in the number of projects falling within the scope of the Committee. The matters presented relate to the company’s economic and financial position, employment trends, and changes in the activities and structure of the Group. These include, for example, the project to combine the activities of Orange and MásMóvil in Spain, the acquisition of companies operating in the field of cybersecurity by Orange Cyberdéfense Holding, the development of the European network – with the European Network Optimization project relating to the monitoring and maintenance of core mobile networks in seven European countries: Belgium, Spain, Luxembourg, Moldova, Poland, Romania, Slovakia – and the planned evolution of OBS International.

In France

In 2022, the Corporate Social and Economic Committee (CSEC) of UES Orange met 25 times, mainly for recurring information-consultation meetings (strategy, the company’s economic and financial position, social policy, employment and working conditions), for discussions on health and safety, and for ad hoc information-consultation meetings, mainly concerning changes in the activities and structure of the Group (e.g., change in the Finance and Performance organizational model, shift from the retail store model to retail branches, creation of a 50/50 joint venture between Orange and MásMóvil with the aim of combining their activities in Spain).

The French Works Council is the collective body covering all the Group subsidiaries in France. It met five times during the 2022 fiscal year, dealing with information relating to the Group’s financial position, business and employment trends.

2022 Form 20-F / ORANGE – 26

Collective bargaining outcomes in France

In 2022, labor negotiations in France focused on the following themes:

employee profit-sharing in the Company’s results;
employee savings plans within the Orange group in France;
the health insurance system set up within the Orange group in France; and
internal mobility at the initiative of employees within the Orange group in France.

6.E

SHARE OWNERSHIP

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in:

Section 5.1.4.2 Information onCompany shares held by Directors and Officers, on page 404,
Section 5.1.4.4 Shares and stock options held by members of the Executive Committee, on page 405,
subsections Stock options granted during the fiscal year to each Corporate Officer (Table No 4 of the Afep-Medef Code) to History of performance share grants (Table No 9 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate Officers for 2022, on pages 420 to 427,
Section 5.4.3 Compensation of members of the Executive Committee, on page 433,
Section 6.2 Major shareholders, on page 437 and 438, for information regarding the percentage of the Company’s Shares held by BPI Participations,

and incorporated in this section by reference.

In addition, the Board of Directors approved several free share award plans (Long Term Incentive Plans or LTIP) reserved for Corporate Officers and Senior Management. See note 6.3 Share-based compensation to the Consolidated Financial Statements.

6.F DISCLOSURE OF ACTIONS TO RECOVER ERRONEOUSLY AWARDED COMPENSATION.

Not applicable.

Item 7

Major shareholders and related party transactions

7.A

MAJOR SHAREHOLDERS

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.2 Major shareholders, on pages 437 and 438 and incorporated this section by reference.

Securities held and number of record holders in the United States

As of March 15, 2023, there were 54,610,580 ADRs of Orange outstanding and 225 holders of record were registered with Bank of New York Mellon, depositary for the ADS program.

As of March 22, 2022, 559 United States residents were owners of Orange’s Shares in fully registered form (au nominatif pur). Those U.S. residents held 119,698 Orange Shares.

Based on a Euroclear Identifiable-Bearer Securities (Titres au porteur identifiable) service report conducted by a specialized information provider, Orange estimates that corporate and institutional investors in the U.S. held a total of approximately 18.96% of its share capital as at December 31, 2022.

2022 Form 20-F / ORANGE – 27

7.B

RELATED PARTY TRANSACTIONS

Orange SA has entered into agreements with some of its subsidiaries, including framework agreements, support and brand licensing agreements, as well as service-related agreements. In addition, cash management agreements exist between Orange SA and most of its subsidiaries. These agreements were entered into on an arm’s-length basis.

Except for potential agreements concluded in the normal course of business and on an arm’s-length basis, no agreement was entered into in 2022, directly or indirectly, between a Director or Corporate Officer or a shareholder holding more than 10% of Orange SA’s voting rights or close family members thereof, and a company in which Orange SA owns, directly or indirectly, more than 50% of the capital.

Regarding agreements made in previous years, the two amendments to ongoing agreements with Novalis executed on January 11, 2010, which extend to Corporate Officers and concern Orange group’s policies covering (i) healthcare cost and (ii) death, incapacity and invalidity remained in force during 2022. However, they are no longer considered Related Party Transactions pursuant to French Law, since they relate to remuneration issues that are submitted separately to the approval of the shareholders within the say-on-pay shareholder resolutions. Other agreements made in previous years have now lapsed.

See also Note 12 Related party transactions and Note 6.4 Executive compensation to the Consolidated Financial Statements.

7.C

INTERESTS OF EXPERTS AND COUNSELS

Not applicable.

Item 8

Financial information

8.A

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18 Financial Statements.

The other information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.2.1 Recent events and 6.3 Dividend distribution policy, respectively on pages 130 and 438 and incorporated this section by reference.

8.B

SIGNIFICANT CHANGES

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 3.2.1 Recent events, on page 130, and is incorporated in this section by reference.

See also Note 19 Subsequent events to the Consolidated Financial Statements.

Item 9

The offer and listing

9.A

OFFER AND LISTING DETAILS

For information regarding risks related to Orange’s Shares and ADSs, see Item 3.D Risk factors: “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”; “Holders of ADSs may face disadvantages compared to holders of Orange’s Shares when attempting to exercise certain rights as shareholders”; “Preemptive rights may be unavailable to holders of Orange’s ADSs”.

Orange’s Share is traded on compartment A (large capitalizations) of Euronext Paris (ticker: ORA and International Security Identification Number: FR0000133308) and in the form of ADS on the NYSE (ticker: ORAN and CUSIP: 684060106).

2022 Form 20-F / ORANGE – 28

9.B

PLAN OF DISTRIBUTION

Not applicable.

9.C

MARKETS

The principal trading market for the Shares is Euronext Paris, where the Shares have been traded since October 20, 1997. Prior to that date, there was no public trading market for the Shares. The Shares are included in the “CAC 40 Index” (a main benchmark index of 40 major stocks listed on Euronext Paris). The Shares in the form of American Depositary Shares (“ADSs”) are also listed on the New York Stock Exchange. BNP Paribas Securities Services holds the share registry for Orange and Bank of New York Mellon acts as depositary for the ADSs.

9.D

SELLING SHAREHOLDERS

Not applicable.

9.E

DILUTION

Not applicable.

9.F

EXPENSES OF THE ISSUE

Not applicable.

Item 10

Additional information

10.A

SHARE CAPITAL

Not applicable.

10.B

MEMORANDUM OF ASSOCIATION AND BYLAWS

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document under:

subsection Corporate scope of Section 7.1 Company identification on page 466,
subsection Restrictions regarding the disposal of Shares by Directors and Officers ofSection 5.1.4.2 Information on Company shares held by Directors and Officers, on page 404,
Section 5.2.1.2

ORANGE

/s/ Ramon Fernandez(Exact name of Registrant as specified in its charter)

Name:  Ramon Fernandez

Not applicable

(Translation of Registrant’s name into English)

111 quai du Président Roosevelt

92130 Issy-les-Moulineaux

France

French Republic

(Jurisdiction of incorporation or organization)

Title:     Delegate Chief Executive Officer, Finance, Performance and Development(Address of principal executive offices)

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

111 quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France

April 1,(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each class:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one Ordinary Share, nominal value €4.00 per share

ORAN

New York Stock Exchange

Ordinary Shares, nominal value €4.00 per share*

New York Stock Exchange*

* Listed, not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

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

None

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:

Ordinary Shares, nominal value €4.00 per share 2,658,791,500 as of December 31, 2022

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

Yes

No

2021 Form 20-F / ORANGE –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.

Yes

No

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:

Yes

No

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).

Yes

No

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.

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

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.         45

*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.

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

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.

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). o

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

U.S. GAAP

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

Other

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.

Item 17

Item 18

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).

Yes

No

Presentation of information

The consolidated financial statements contained in this annual report of Orange on Form 20-F for the year ended December 31, 2022 (the “Annual Report on Form 20-F”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as of December 31, 2022.

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, 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 “2022 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 2022 that are attached in Exhibit 15.1 to this Form 20-F and form 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 2022 Universal Registration Document attached in Exhibit 15.1  except as otherwise required including for segment reporting. The 2022 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 29, 2023. Other than as expressly provided herein, the 2022 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.

2022 Form 20-F / ORANGE – 2

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:

Orange’s broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks;

The shift of Orange’s ecosystem toward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain;

The high concentration of Orange’s critical suppliers, the growing use of outsourcing, as well as global supply tensions represent a risk for the Group’s activities;

Orange is exposed to risks of disclosure or inappropriate modification of stakeholder data, particularly in the event of cyberattacks;

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;

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

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;

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

The development of mobile financial services activities in an increasing number of countries poses risks to Orange that are specific to this sector in each of its host countries;

The execution of Orange’s new strategy may not yield the expected results;

The Group’s brand policy represents a risk for the Orange brand image;

The scope of Orange’s business activities and the interconnection of its networks expose it to various acts of technical fraud, specific to the telecommunications sector;

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy;

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

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

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.

2022 Form 20-F / ORANGE – 3

Table of contents

PRESENTATION OF INFORMATION

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3

PART I

6

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

6

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

6

ITEM 3

KEY INFORMATION

6

3.A

[Reserved]

6

3.B

Capitalization and indebtedness

6

3.C

Reasons for the offer and use of proceeds

6

3.D

Risk factors

6

ITEM 4

INFORMATION ON ORANGE

17

4.A

History and development of Orange

17

4.B

Business overview

18

4.C

Organizational structure

18

4.D

Property, plants and equipment

18

ITEM 4A

UNRESOLVED STAFF COMMENTS

19

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

19

5.A

Operating results

19

5.B

Liquidity and capital resources

22

5.C

Research and development, patents and licenses, etc.

23

5.D

Trend information

23

5.E

Critical Accounting Estimates

23

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

23

6.A

Directors and senior management

23

6.B

Compensation

23

6.C

Board practices

24

6.D

Employees

24

6.E

Share ownership

27

6.F

Disclosure of actions to recover erroneously awarded compensation.

27

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

27

7.A

Major shareholders

27

7.B

Related party transactions

28

7.C

Interests of experts and counsels

28

ITEM 8

FINANCIAL INFORMATION

28

8.A

Consolidated statements and other financial information

28

8.B

Significant changes

28

ITEM 9

THE OFFER AND LISTING

28

9.A

Offer and listing details

28

9.B

Plan of distribution

29

9.C

Markets

29

9.D

Selling shareholders

29

9.E

Dilution

29

9.F

Expenses of the issue

29

ITEM 10

ADDITIONAL INFORMATION

29

10.A

Share capital

29

10.B

Memorandum of association and bylaws

29

10.C

Material contracts

31

10.D

Exchange controls

31

10.E

Taxation

32

10.F

Dividends and paying agents

36

10.G

Statement by experts

36

10.H

Documents on display

36

10.I

Subsidiary information

36

10.J

Disclosure Pursuant to Section 13 (r) of the United States Exchange Act of 1934

36

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

37

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

37

12.A

Debt Securities

37

2022 Form 20-F / ORANGE – 4

PART I

Item 1

Identity of directors, senior management and advisers

Not applicable.

Item 2

Offer statistics and expected timetable

Not applicable.

Item 3

Key information

3.A

[RESERVED]

3.B

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3.C

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D

RISK FACTORS

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.

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

with respect to risks relating to regulations and regulatory pressure, see Section 1.7 Regulation of telecommunication activities on pages 38 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document and Note 18 Litigation to the Consolidated Financial Statements included in Item 18;

with respect to risks relating to litigation involving the Group, see also Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements, as well as Section 3.2.1 Recent events on page 130 of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document, where applicable;

with respect to financial risks, see:

-

Note 2.5.4 to the Consolidated Financial Statements included in Item 18 for macroeconomic context,

-

Note 7 to the Consolidated Financial Statements included in Item 18 for the key assumptions used to determine the recoverable amount of the main activities and specific risk factors that might affect this amount,

-

Notes 7 and 8 to the Consolidated Financial Statements included in Item 18 for asset impairments,

2022 Form 20-F / ORANGE – 6

-

Note 13.8 to the Consolidated Financial Statements included in Item 18 for derivatives,

-

Note 14 to the Consolidated Financial Statements included in Item 18 for the management of interest rate risk, foreign exchange risk, liquidity risk, covenants, credit risk and counterparty risk, and equity market risk. The policies for managing interest rate, foreign exchange and liquidity risks are set by the Treasury and Financing Committee. See Section 5.2.2.3 Executive Committee and Group governance committees on pages 415 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document;

Operational risks

Operational risks mainly include risks related to the telecommunications sector, and risks related to Orange’s strategy and business. In addition, risks with potentially significant employee-related, social and environmental consequences are presented in the section “-Non-financial risks” below.

Oranges broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks.

The proliferation of national and international crises and conflicts affects the general business climate and the conduct of the Groups activities. In that sense, the population movements following the conflict in Ukraine put pressure on the operations of Oranges subsidiaries bordering the conflict area by saturating the networks and requiring reinforcement of infrastructure sites in certain areas.

In addition, Orange has a large presence in countries and geographical areas marked by political or economic instability. This instability exposes Orange to decisions by governmental or judicial authorities contrary to its interests, sometimes combined with heightened tax or regulatory pressure. While certain additional taxes or fines can be disputed, the authorities can also decide to suspend services.

In some countries where the Group is present, its contribution to local economic activity is significant. However, its image is sometimes linked to that of the French government, exposing the Group to potential abuse or reprisals.

Lastly, current or future international economic sanctions against certain countries could affect the value or sustainability of investments made in those countries.

Such situations could call into question the profitability outlook used when making investment decisions and could adversely impact the Groups financial position and earnings.

The shift of Oranges ecosystem toward a more open and fragmented model enables global non-telecommunications actors to take an increasing share of the service and network value chain.

Competition with numerous actors, such as Over-The-Top (OTT) service providers and Internet market leaders, is spreading to the majority of the value-added services that use existing networks offered by Orange. In that sense, new players (SD-WAN, etc.) and other solution and service providers, particularly Cloud solutions and service providers, are positioning themselves as aggregators of such services, a role traditionally filled by integrated operators such as Orange. At the same time, disruptive technologies, such as the development of voice traffic via videoconferencing apps, allow new non- telecommunications players to capture revenue streams historically going to telecommunications operators.

Furthermore, the evolution of the ecosystem is marked by the massive investments made by new actors in infrastructure, specifically in that based on new technologies such as the Cloud and network virtualization, but also in submarine cables in which Orange is no longer necessarily a partner.

Lastly, the opening up and fragmentation of networks enable existing actors (such as infrastructure managers, network businesses not in the telecommunications sector such as railways and local authorities) to offer network services.

Operators such as Orange, for which the direct relationship with customers is a source of value, could therefore be marginalized. Likewise, the massive investment by new actors in infrastructure could, over time, make the Group increasingly dependent on them; some already control, for example, 80% of submarine cables or their capacity.

These developments could adversely affect Oranges revenues and margins.

The high concentration of Oranges critical suppliers, the growing use of outsourcing, as well as global supply tensions represent a risk for the Groups activities.

Orange depends, particularly in the areas of network infrastructure, information systems and mobile handsets, on a number of critical suppliers operating in highly concentrated markets.

Despite Oranges secure purchasing policies, this dependence poses a risk to the Groups current or future business in the event that one of these suppliers defaults or decides to change its business practices; and, regardless of the cause, including in the event of international economic sanctions against such critical supplier or its country of origin.

2022 Form 20-F / ORANGE – 7

The risk of supply disruption, including in the energy sector, is heightened by shortages linked to specific conditions in some markets, such as the market for electronic components or the supply of 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 its critical suppliers failed to deliver on Oranges purchasing requirements, Oranges business, earnings and reputation could be adversely affected on a long-term basis.

Orange is exposed to risks of disclosure or inappropriate modification of data, particularly in the event of cyber-attacks.

Oranges business activities require the transmission through its networks and storage on its infrastructure of data, including that belonging to its B2B or government customers, suppliers, partners and all stakeholders other than natural persons (see Section -Non-financial risks below for information relating to risks regarding personal data).

Despite its infrastructure protection systems, Oranges business activities expose it to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of data, in particular when setting up new services or applications or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices).

The occurrence of these risks could, in particular, result from malicious acts (such as cyber-attacks) aimed in particular at the data in Oranges possession, but also inadvertently by Orange or by Group partners to which certain business activities are outsourced.

The Group could be held liable if these risks were to materialize. In addition, its reputation could be seriously harmed because Oranges positioning as a trusted operator comes with high expectations from its stakeholders in terms of security, which could have a significant adverse effect on future earnings.

A large part of Oranges 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, 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 disruptive technologies 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 Oranges services, similarly affecting its revenues and margins.

Furthermore, the difficult economic environment, marked by inflation and rising energy costs, is weighing on Oranges 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.

Against this backdrop, Orange is pursuing its policy of transformation toward a model that enhances its infrastructure (particularly through its subsidiary Totem), the quality of its services and offers, and its development in high-growth industries and regions such as cybersecurity and Africa & Middle East. If Orange were unable to implement this strategy, its revenues or margin growth prospects could be adversely affected.

For further information about competition, see Section 1.4 Operating activities on pages 18 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document.

Orange is exposed 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 telecommunications, compounded by the widespread take-up of teleworking and the digitization of businesses, the networks of telecommunications 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 conflict, telecommunications 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 such as energy or water, human error, particularly when subcontractors work on shared infrastructure, in the event of the failure of a critical supplier, or when new applications 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.

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.

2022 Form 20-F / ORANGE – 8

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.

Oranges 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, Oranges 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 Oranges facilities.

Lastly, Oranges 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 ongoing 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 Oranges customers and other stakeholders remain very high regarding Oranges 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 needs linked to changing uses, Orange must accelerate the roll-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 roll-out of its fixed and mobile broadband and very high-speed broadband networks in the regions and improve the quality of service of its networks to meet the high demand for connectivity linked in particular to changing uses. Moreover, Orange has made commitments regarding geographic coverage and quality of service to central government and local authorities in France. However, Oranges 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 has ramped up its strategy of co-financing investments and sharing its network infrastructure.

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

The development of Mobile Financial Services activities in an increasing number of countries poses risks to Orange that are specific to this sector in each of its host countries.

Mobile 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, such as fraud, cyber-attacks and service interruption.

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

The execution of Orange’s new strategy may not yield the expected results.

Orange’s new strategy aims to refocus on its core business as a profitable convergent operator while consolidating its value creation momentum in Europe, developing its infrastructure operator business and continuing to grow in Africa and the Middle East. The new strategy also aims to accelerate the Group’s transformation with the overhaul of its B2B positioning and the role that Orange aims to play in challenges facing society, in particular in matters of data integrity and as an actor in the environmental transition and a promoter of responsible and inclusive digital technology.

Despite the relevance of this new strategy with regard to changes in the Orange ecosystem (see above “The shift of Orange’s ecosystem toward a more open and fragmented model enables global non-telco players to take an increasing share of the service and network value chain.”), its success could depend on the accomplishment of the transformation projects which require, in particular, the support of its employees and customers. It could also depend on changes in the legal and regulatory framework and a fairer application of the existing legal and regulatory framework to telecommunication operators. The implementation of this new strategy also involves the continuation of operational efficiency programs such as the digitization of processes and cost management and capital allocation policies centered on the creation of value, which may not bring the expected results.

2022 Form 20-F / ORANGE – 9

Should Orange only be able to partially implement its new strategy under the proposed plan, the Group may not be able to achieve all of the objectives it has set for itself, which would adversely affect its growth and profitability outlook.

The Group’s brand policy represents a risk for the Orange brand image.

The vast majority of the Group’s business activities are operated under the single Orange brand. Although the Group takes great care to preserve the value of the major asset that is the Orange brand, the execution risks inherent in each of its business activities could, if they materialize, affect the image of the Orange brand and thus damage the reputation of the entire Group.

In the event of significant damage to the Orange brand image, the Group’s earnings and outlook could be adversely affected.

The scope of Orange’s business activities and the interconnection of its networks expose it to numerous acts of technical fraud, specific to the telecommunication sector.

Orange has 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 cyber-attacks.

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

Legal risks

Orange operates in highly regulated markets, and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy.

In most of the countries where it operates, Orange has little flexibility to manage its business activities because it must comply with numerous restrictive requirements relating to the provision of its products and services, primarily relating to obtaining and renewing licenses to conduct its activities. Orange also has to comply with its own regulatory obligations and oversight by authorities seeking to maintain effective market competition, as well as, in some countries, additional constraints owing to its historically dominant position in the fixed telecommunication market.

Oranges business and earnings could be materially affected by changes in laws or regulations, some of which may be extraterritorial in nature, or by changes in government policy, including decisions made by regulatory or competition authorities regarding:

the modification or renewal under unfavorable conditions, or even the withdrawal, of fixed or mobile operator’s licenses;
conditions for accessing networks (primarily in connection with roaming or infrastructure sharing) or rolling-out new networks such as Fiber;
service rates;
the introduction of new taxes or increases in existing taxes on telecommunication companies, including the introduction of taxes aimed at facilitating the achievement of countries’ carbon neutrality targets (such as taxes on use or handset purchases);
banking and financial supervision, and any related compliance regulations such as laws and regulations on economic sanctions;
non-financial corporate obligations;
data security;
merger and acquisition policy;
regulations affecting operators in competing sectors, such as cable;
consumer legislation.

Such changes, developments or decisions could materially adversely affect the Group’s revenues and earnings.

For further information on regulatory risks, see Section 1.7 Regulation of telecommunication activities on pages 38 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document.

2022 Form 20-F / ORANGE – 10

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 regulations in force relating to its activities and its relations with its partners, suppliers, subcontractors and customers, as well as with the conditions governing its operator’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 Authorities due to its pre-eminent position in some 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 abuse of dominant position. The Group is also involved in commercial disputes where the stakes can be very 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 revenues of the offending company (or the Group 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. This could be the case, for instance, if Orange were to distribute products 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 and adversely affect its financial position.

The main proceedings involving Orange are described in Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements included in Item 18. 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

Risk of asset impairment

Changes affecting the economic, political or regulatory environment may result in asset impairment, particularly of goodwill.

AtDecember 31, 2022, the gross value of goodwill recognized by Orange following acquisitions was 33.1 billion euros.

The carrying values of long-term assets, including goodwill, fixed assets and interests in associates and joint ventures, are sensitive to any change in the environment that is different from the assumptions used. Orange recognizes impairment on those assets if events or circumstances occur that entail material adverse changes of a lasting nature, affecting the economic environment or the assumptions or objectives adopted at the time of the acquisition.

Over the past five years, Orange has recognized material impairment of its investments in Romania, Spain, the Democratic Republic of Congo and Jordan. At December 31, 2022, the cumulative amount of goodwill impairment was 10 billion euros, excluding impairment of interests in associates and joint ventures which, in certain cases, include goodwill in their carrying value.

New events or unfavorable circumstances could prompt Orange to review the current value of its assets and to recognize further material impairment with an adverse effect on its earnings. Sensitivity analyses carried out at December 31, 2022 with respect to Romania in particular revealed additional impairment risks of up to 240 million euros.

In addition, in the event of a disposal or IPO, the value of certain subsidiaries may be affected by changes in the equity and bond markets.

For further information on goodwill and recoverable amounts (particularly key assumptions and sensitivity), see Note 7 Impairment losses and goodwill and Note 8.3 Impairment of fixed assets to the Consolidated Financial Statements included in Item 18.

Credit-rating risk

A change in Oranges credit rating could increase the cost of debt and in some cases limit access to the financing it needs.

Orange’s credit rating from rating agencies is based partly on factors beyond its control, namely conditions affecting the telecommunication industry in general or conditions affecting certain countries or regions in which it operates. It may be changed at any time by the rating agencies, in particular as a result of changing economic conditions, a downturn in the Group’s earnings or performance, or changes to its shareholding structure. A prolonged multi-notch downgrade in Orange’s credit rating would have a material adverse effect on its financing terms.

2022 Form 20-F / ORANGE – 11

Liquidity risk

Oranges 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 included in Item 18, 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, 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.

Interest rate risk

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

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

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

To limit exposure to interest rate fluctuations, Orange uses financial instruments (derivatives), but the Company cannot guarantee that 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 or if its financial instruments 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 income and cash flows are exposed to foreign exchange fluctuations.

Currency markets can be volatile due to economic and geopolitical conditions.

The main currencies in which Orange is exposed to a major foreign exchange risk are the Polish zloty, the Egyptian pound, the Moroccan dirham and the US dollar. Intra-period variations in the average exchange rate of a particular currency could materially affect revenues and expenses denominated in that currency, which could materially affect Orange’s results, such as for example 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 negatively affect the Group’s consolidated revenues and earnings.

When preparing the 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 exchange rates are set out in Note 14.2 Foreign exchange risk management to the Consolidated Financial Statements included in Item 18.

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.

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

See Note 13.8 Derivatives to the Consolidated Financial Statements included in Item 18.

2022 Form 20-F / ORANGE – 12

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 multi-currency revolving credit facility, which has a maturity date in 2027, 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 4.3 Trade receivables and 14.5 Credit risk and counterparty risk management to the Consolidated Financial Statements.

Non-financial risks

Orange is exposed, particularly as a result of cyber-attacks, to risks of 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 such personal data, in particular when setting up new services or apps or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices). The occurrence of these risks could result in particular from (i) malicious acts (such as cyber-attacks) targeting personal data, (ii) negligence or errors committed within Orange or within the Group’s partners to whom certain operations are outsourced, or (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 violating human rights and fundamental freedoms”).

Orange may be held liable in various countries, under personal data protection laws (such as the General Data Protection Regulation (EU) 2016/679 of April 27, 2016, GDPR), which strengthen 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 damage, and the Group could be held liable, compliance with its purpose could be called into question and its reputation could be materially affected.

Orange faces various internal and external risks relating to human health and safety.

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

In addition, in a context of more regular teleworking, Oranges employees and its subcontractors are exposed to the risks associated with these new working conditions, which are sometimes sources of social isolation, which can also have direct or indirect repercussions on their health or even their safety.

2022 Form 20-F / ORANGE – 13

In addition, the Groups transformation program, the rapid acceleration of the virtualization of interactions 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 Groups strategy roll-out and have a material impact on its reputation and operation.

Orange may find it difficult to obtain and retain the skills needed for its business on a long-term basis due to numerous employee departures and ever-faster developments in its activities.

Every 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 2022, particularly within the central functions of the various operational head offices, as part of the implementation of the new intergenerational agreement in December 2021 (see Section 1.3 Significant events on pages 13 et seq. of the 2022 Universal Registration Document filed as Exhibit 15.1 of this document).

At the same time, the need for new skills is growing, whether related to technological developments or the Groups line of development specifically in terms of rare skills or occupations experiencing shortages in the job market. If Oranges 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 and outlook could be adversely 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 Groups 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 Oranges environmental footprint is, however, linked to its value chain. As such, Oranges 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 Oranges 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.

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

In addition to the impacts on Oranges infrastructure (see above Operational risks - Oranges technical infrastructure is vulnerable to intentional or accidental damage, but also to natural disasters, the occurrence of which has increased due to climate change), climate change could also worsen the health or economic situation of Oranges customers and employees, and more generally of populations, potentially generating significant migration flows, particularly in the Africa & Middle East region on which part of the Groups growth outlook 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 purpose, particularly in terms of its commitment to digital inclusion.

In addition, climate change could have other material impacts on Oranges business 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 telecommunication services (see Section above Operational risks - A large part of Oranges revenue is achieved in markets that are both highly competitive and regulated where pressure on price remains strong); or changes in the regulations applicable to Orange (such as, for example, the introduction of a carbon tax or the ban on the sale of certain products (see Section above Legal risks - Orange operates in highly regulated markets and its business activities and earnings 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 have direct and indirect financial impacts for the telecommunication industry and specifically for Orange.

2022 Form 20-F / ORANGE – 14

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

As the Groups 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 Oranges earnings, service quality and reputation could be adversely affected.

The scope of Oranges 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 violating 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.

If they were to materialize, these risks could have a material adverse impact on Orange, or the relevant suppliers and subcontractors, 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 Oranges reputation and result in the infringement of the freedom of expression and respect for privacy of the populations of the offending countries.

Exposure to electromagnetic fields from telecommunication 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.

The concerns raised in many countries regarding the possible human health risks of exposure to electromagnetic fields from telecommunication equipment have generally led public authorities to adopt binding regulations and health authorities to 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). The complementary scientific studies conducted to date on some of the spectrums used for 5G have come up with similar findings. However, Orange cannot prejudge the conclusions of future scientific research or future assessments by international organizations and scientific committees mandated to examine these issues. If an adverse health effect were to be scientifically established, it would have a material adverse effect on Oranges business and brand image and on the Groups earnings and financial position. Beyond potential adverse effects on Orange, this could significantly curb the development of the digital society.

Any 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 mobile 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 reduced coverage, failure to meet Oranges coverage commitments to the authorities, deteriorating quality of service and an increase in network roll-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.

In any event, the Group could be held liable, and Oranges revenues, earnings, service quality and reputation could be adversely affected.

2022 Form 20-F / ORANGE – 15

Risks related to Oranges 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 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 the 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 or 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, 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.

2022 Form 20-F / ORANGE – 16

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.

Accordingly, 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.

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 the French Monetary and Financial Code, 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 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, 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 Covid-19 pandemic, a governmental decree, as modified, has created, until December 31, 2023, a 10% threshold of the voting rights for the non-European investments in listed companies, in addition to the 25% abovementioned threshold. This 10% threshold is expected to be permanently integrated into the French Monetary and Financial Code.

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.

Item 4

Information on Orange

4.A

HISTORY AND DEVELOPMENT OF ORANGE

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document:

the introduction to Section 1.1 Overview on page 4,
Section 7.1 Company identification on page 466,
Section 1.1.3 History on page 6,

2022 Form 20-F / ORANGE – 17

Section 3.1.2.5 Group capital expenditure on pages 99 et seq.,

and is incorporated in this section by reference.

For a discussion on significant divestitures, see also Note 3 Gains and losses on disposal and main changes in scope of consolidation to the Consolidated Financial Statements.

A discussion of the Company’s principal capital expenditures and divestitures for the year ended December 31, 2020 are included in Section 3.1.2.5 Group capital expenditure on pages 99 et seq. of the Universal Registration Document filed as Exhibit 15.1 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022 and incorporated in Part I, Item 4.A (History and Development of Orange) thereof.

Agent in the United States: Orange Participations U.S. Inc., 13865 Sunrise Valley Drive, Coppermine Commons Bldg. 2, Suite 425, Herndon, VA  20171-6190.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Orange also maintains a website at www.orange.com. For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

4.B

BUSINESS OVERVIEW

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document:

Section 1.3 Significant events on pages 13 et seq.,
Section 1.4 Operating activities on pages 18 et seq.,
Section 1.6.2 Intellectual Property and Licensing on page 37,
Section 1.7 Regulation of telecommunication activities on pages 38 et seq.,
Section 3.1.2.1 Group revenue on pages 93 et seq.,
Section 7.2.2 Glossary of technical terms on pages 468 et seq,

and is 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.

4.C

ORGANIZATIONAL STRUCTURE

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document:  Section 1.1 Overview on page 4 and the introduction of Section 3.1.3 Review by business segment on page 102, and is incorporated in this section by reference.

For a listing of significant subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

4.D

PROPERTY, PLANTS AND EQUIPMENT

The information required by this section is set forth as follows in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, on pages 32 et seq., and Section 3.1.2.5 Group capital expenditure on pages 99 et seq., and is incorporated in this section by reference. For information on material tangible fixed assets, see Note 8.5 Property, plant and equipment to the 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.

2022 Form 20-F / ORANGE – 18

Item 4A

Unresolved staff comments

None.

Item 5

Operating and financial review and prospects

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

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

5.A

OPERATING RESULTS

This section sets forth:

an overview of the operating results of the Group, set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document, found in (i) the introduction to Section 3.1 Review of the Group’s financial position and results and Section 3.1.1 Overview, on pages 91 et seq., and (ii) Section 1.3 Significant events on pages 13 et seq. and incorporated in this section by reference;
a comparative analysis of the Group income statement and capital expenditures (and related financial information) and a comparative analysis by business segment for 2022 and 2021, set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.1.2.1 Group revenueon pages 93et seq., and 3.1.2.3 Group net income, 3.1.2.4 Group comprehensive income, 3.1.2.5 Group capital expenditure and 3.1.3 Review by business segment on pages 102 et seq.;
a comparative analysis of the Group operating income for 2022 and 2021, set forth below;
a comparative analysis of the Group operating results and a comparative analysis by business segment for the years ended December 31, 2021 and December 31, 2020, are included in Part I, Item 5.A (Analysis of Group operating income) of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

In this Annual Report on Form 20-F, including in the foregoing sections that are included in Exhibit 15.1 and incorporated by reference in this section, Orange sets forth certain financial aggregates or indicators that are not defined under IFRS, in addition to the financial aggregates or indicators that are presented in accordance with IFRS. Accordingly, the information set forth in Section 3.1.5 Financial indicators not defined by IFRS (excluding Sections 3.1.5.2, 3.1.5.4, 3.1.5.5 and 3.1.5.7, which are explicitly excluded from this Annual Report on Form 20-F), on pages 124 et seq. of the 2022 Universal Registration Document is incorporated in this section by reference. The financial aggregates or indicators not defined under IFRS are provided as additional information and should not be substituted for or confused with the financial aggregates or indicators that are defined under IFRS, and they may not be directly comparable with the non-IFRS financial measures of other companies using the same or similar non-IFRS financial measures.

In addition, the information set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 7.2.1 Financial glossary, on pages 466 et seq., is incorporated by reference in this section.

See also Note 2 Description of business and basis of preparation of the consolidated financial statements to the Consolidated Financial Statements.

Analysis of Group operating income

    

2022

    

2021

    

2021

(at December 31, in millions of euros)

data on a comparable basis

data on a historical basis

Operating income

 

4,801

 

122

 

2,521

Telecom activities

 

5,000

 

303

 

2,702

Mobile Financial Services

 

(200)

 

(182)

 

(182)

2022 Form 20-F / ORANGE – 19

This section discusses Group operating income by type of expense as presented in Note 1 to the Consolidated Financial Statements.

g 2022 vs. 2021

In 2022, Orange group operating income amounted to 4,801 million euros (of which 5,000 million euros from telecom activities and a loss of 200 million euros from Mobile Financial Services activities), up 2,280 million euros on a historical basis and 4,679 million euros on a comparable basis with respect to 2021.

On a historical basis, the increase of 90.4%, i.e. 2,280 million euros, in Group operating income between 2021 and 2022 includes:

the unfavorable impact of changes in the scope of consolidation and other changes of 2,481 million euros, mainly corresponding to the loss of exclusive control over:
Orange Concessions for 2,177 million euros, following the disposal of 50% of the capital and the application of equity accounting on November 3, 2021 (with, primarily, the gain of 2,124 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements), and
Światłowód Inwestycje (FiberCo in Poland), through the disposal of 50% of the capital and the application of equity accounting on August 31, 2021 (with, primarily, the gain of 340 million euros recognized in gains (losses) on disposal of fixed assets, investments and activities in 2021, see Note 3.2 to the Consolidated Financial Statements);
the positive effect of foreign exchange fluctuations of 81 million euros, mainly resulting from the performance of the US dollar and the Guinean franc against the euro; and
the organic change on a comparable basis, i.e. an increase of 4,679 million euros in operating income.

On a comparable basis, the increase of 4,679 million euros in Group operating income between 2021 and 2022 was mainly due to:

the decrease of 77.9%, i.e. 2,885 million euros in the impairment of goodwill (see Note 7 to the Consolidated Financial Statements), essentially as a result of:
the counter-effect of the recognition in 2021 of goodwill impairment of 3,702 million euros for activities in Spain. At December 31, 2021, Spain’s business plan had been significantly revised downward compared with the one used at December 31, 2020, in view of (i) a deteriorating competitive environment despite market consolidation operations (affected by the erosion of average revenues per user) and (ii) uncertainty surrounding the continuation of the Covid-19 health crisis (delay in the forecasts for economic recovery), and
the recognition in 2022 of goodwill impairment of 789 million euros for Romania. This impairment mainly reflects (i) a significant increase in the discount rate due to changes in the business market assumptions, (ii) increased competitive pressure, and (iii) the downward revision of the business plan compared with the one used at December 31, 2021, particularly in the next few years;
the decrease of 10.6%, i.e. 1,059 million euros, in labor expenses (see Section 7.2.1 Financial glossary and Note 6 to the Consolidated Financial Statements), mainly due to:
the decrease of 895 million euros in the expense recognized for the French part-time for seniors plans (relating to agreements for the employment of older workers in France) and related premiums, mainly due to (i) the counter-effect of the recognition in 2021 of an expense of 1,225 million euros for the renewal of the part-time for seniors plan under the inter-generational agreement for the period 2022–2024 (see Note 6.2 to the Consolidated Financial Statements), (ii) partially offset by the expense of 367 million euros recognized in 2022, largely because of how successful these plans have been with employees; and
the counter-effect of the recognition in 2021 of the expense related to the Together 2021 Employee Shareholding Plan of 172 million euros (see Note 6.3 to the Consolidated Financial Statements).
Other labor expenses were virtually stable between the two periods, with the decrease in the average number of employees (full-time equivalent) of entities in France offsetting in particular the effect of policies relating to employee wages in France and abroad. Between the two periods, the average number of employees (full-time equivalent, see Section 7.2.1 Financial glossary) decreased by 3.0%, i.e. by 3,980 full-time equivalent employees (mainly in France, Poland and Spain);
the decrease of 44.1%, i.e. 326 million euros, in other operating expenses (see Section 7.2.1 Financial glossary and Note 5.2 to the Consolidated Financial Statements). This decrease is mainly due to (i) developments in various disputes over the year, and (ii) lower allowances and losses on trade receivables – telecom activities (see Notes 4.3 and 5.2 to the Consolidated Financial Statements), especially in Europe (Romania, Spain);

2022 Form 20-F / ORANGE – 20

the increase of 0.6%, i.e. 276 million euros, in revenues;
the decrease of 5.9%, i.e. 267 million euros, in service fees and inter-operator costs (included in external purchases, see Section 7.2.1 Financial glossary), primarily as a result of (i) the general decrease in interconnection costs (particularly in France, Poland, Romania and Spain), linked on the one hand to the regulatory cuts in call termination rates in several countries (mainly in Europe and in France) and, on the other hand, to the general contraction in the legacy activities of fixed and mobile wholesale and enterprise services, (ii) partially offset by the increase in network expenses in France and in Europe, notably due to customer migration to third-party very high-speed broadband networks;
the decrease of 62.3%, i.e. 206 million euros, in restructuring costs, mainly due to the counter-effect of the recognition in 2021 of restructuring costs in Spain (employee departure plans and closure of points of sale, see Note 5.3 to the Consolidated Financial Statements);
the increase of 162 million euros in gains (losses) on disposal of fixed assets, investments and activities (see Note 3.1 to the Consolidated Financial Statements) mainly due to (i) the higher gain on disposal of fixed assets (see Note 8.1 to the Consolidated Financial Statements) in Africa & Middle East countries (principally in connection with the disposal of assets in the Democratic Republic of the Congo (DRC) and Côte d’Ivoire), as well as for Shared Services and Poland (under programs for the optimization of real estate assets), and (ii) the gain on disposal of 77 million euros related to the remeasurement at fair value of Deezer assets following the merger of Deezer with the special purpose acquisition vehicle, or SPAC, I2PO and the IPO of the new entity (see Section 1.3 Significant events and Note 3.2 to the Consolidated Financial Statements); and
additionally, (i) the decrease of 1.0%, i.e. 69 million euros of depreciation and amortization of fixed assets (see Note 8.2 to the Consolidated Financial Statements), mainly due to the effect of extending the depreciation period for the copper network in France, and (ii) the decrease of 3.1%, i.e. 60 million euros, in operating taxes and levies (see Section 7.2.1 Financial glossary and Note 10.1 to the Consolidated Financial Statements), mainly in Spain.

These positive changes are partially offset by:

the increase in external purchases (see Section 7.2.1 Financial glossary and Note 5.1 to the Consolidated Financial Statements), which reflects:
the increase of 9.1%, i.e. 259 million euros, in other external purchases (see Section 7.2.1 Financial Glossary), related to the resumption of travel and consulting and support missions (with the end of Covid-19 restrictions) and to higher vehicle energy costs (see Section 1.3 Significant events), and (ii) the increase in purchase for resale costs (growth of energy purchases in Poland, development of integration services and information technology for Enterprise services and roll-out of build-to-suit mobile sites in France);
the increase of 3.1%, i.e. 234 million euros, in commercial expenses, equipment costs and content rights (see Section 7.2.1 Financial glossary), mainly due to (i) the rise in commercial expenses and equipment costs for Enterprise services (resulting from the major NEO contract signed with the National Gendarmerie and National Police in France), as well as in Africa & Middle East countries (with the expansion of Orange Money and general business growth) and Europe (linked to strong equipment sales momentum), particularly in Poland, and (ii) to a lesser extent, higher content costs;
the increase of 2.7%, i.e. 96 million euros, in other network expenses and IT expenses (see Section 7.2.1 Financial glossary), largely due to (i) higher energy access costs for fixed and mobile networks, mainly in Europe, Africa & Middle East countries and for Totem (see Section 1.3 Significant events), and (ii) increased IT expenses for Enterprise services, (iii) partially offset by lower operating and maintenance expenses for the copper network in France;
partially offset by the decrease in service fees and inter-operator costs (see above); and
to a lesser extent, by the increase of 40 million euros in impairment of fixed assets (see Note 8.3 to the Consolidated Financial Statements), mainly due to the recognition, in 2022, of impairment of fixed assets of 56 million euros, mainly for Mobile Financial Services, due to the deterioration in the business plan (see Note 7 to the Consolidated Financial Statements).

g2021 vs. 2020

The discussion of the Group’s operating and financial review and prospects for the years ended December 31, 2021 and December 31, 2020 is included in Part I, Item 5.A (Analysis of Group operating income) on page 18 et seq. of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

2022 Form 20-F / ORANGE – 21

5.B

LIQUIDITY AND CAPITAL RESOURCES

This section presents, for the Orange group:

i) a comparative analysis of liquidity and cash flows, with a presentation of the net cash provided by operating activities, of the net cash used in investing activities and of the net cash used in financing activities,

ii) a presentation of the Group’s shareholders’ equity, and

iii) a discussion on the Group’s financial debt and financial resources,

which are set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document and incorporated in this section by reference as follows:

Section 3.1.4 Cash flow, financial debt and equity, on pages 119 et seq.,
Section 3.1.2.5.1 Capital expenditure, on pages 99 and 100,
Section 3.2.1 Recent events, on page 130,

as well as in Notes 13 Financial assets, liabilities and financial results(telecom activities), 14 Information on market risks and fair value of financial assets and liabilities (excluding Orange Bank) and 16 Unrecognized contractual obligations and commitments (excluding Orange Bank) to the consolidated financial statements.

Orange expects that its existing working capital and foreseeable cash from operations will be sufficient to finance its foreseeable working capital requirements. As at December 31, 2022, the liquidity position of Orange’s telecom activities exceeded the repayment obligations of its gross financial debt in 2022.

Orange cash and cash equivalents are held mainly in France and other countries of the European Union that are not subject to restrictions on convertibility or exchange control. A portion of the cash and cash equivalents held by certain subsidiaries in Africa and the Middle East could be subject to transfer restrictions; however, such restrictions have not had and are not expected to have a significant impact on the Group’s ability to meet its cash obligations.

For further information on the risks relating to Orange’s financial debt and to the financial markets and a history of the Company’s credit ratings, see item 3.D Risk factors – Financial risks.

The following table summarizes payments due under Orange’s significant contractual commitments as of December 31, 2022:

At December 31, 2022

    

Note to the

    

Contractual

    

Total

    

Less than

    

1-3 years

    

3-5 years

    

More than

(in millions of euros)

consolidated

obligations

payments

1 year

5 years

financial

reflected in the

due

statements

balance sheet

Gross financial debt after derivatives of telecom activities (incl. derivatives assets) (1)

 

14.3

 

35,563

 

35,838

 

5,852

 

5,549

 

4,537

 

19,900

Financial liabilities of Orange Bank (2)

 

17.2.6

 

2,948

 

2,948

 

2,682

 

266

 

 

Trade payables of telecom activities

 

14.3

 

11,551

 

11,551

 

10,071

 

409

 

576

 

495

Trade payables of Orange Bank

 

5.6

 

122

 

122

 

122

 

 

 

Future interests on financial liabilities

 

14.3

 

9,263

 

1,388

 

1,953

 

1,483

 

4,439

Total Financial liabilities

 

50,184

(3)

59,722

 

20,115

 

8,177

 

6,596

 

24,834

Lease liabilities

 

9.2

 

8,410

 

9,580

 

1,646

 

2,585

 

1,972

 

3,377

Employee Benefits

 

6.2

 

4,985

 

7,434

 

2,466

 

1,164

 

760

 

3,043

Provisions for dismantling

 

8.7

 

696

 

1,221

 

21

 

38

 

41

 

1,122

Restructuring provisions

 

5.3

 

162

 

162

 

119

 

43

 

 

Other liabilities

 

5.7

 

2,801

 

2,801

 

2,526

 

276

 

 

Operating taxes and levies payables

 

10.1.2

 

1,405

 

1,405

 

1,405

 

 

 

Current tax payables

 

10.2.3

 

538

 

538

 

538

 

 

 

Total other liabilities (4)

 

18,998

 

23,141

 

8,720

 

4,106

 

2,773

 

7,542

Lease commitments

 

148

 

45

 

49

 

27

 

26

Other operational and purchase obligations

 

11,426

 

4,468

 

2,982

 

1,299

 

2,676

Unrecognized operational contractual commitments

 

16.1 & 17.3

 

11,573

 

4,513

 

3,031

 

1,327

 

2,703

TOTAL

 

94,437

 

33,348

15,314

 

10,696

 

35,079

(1)excluding equity components related to unmatured hedging instruments and loan from Orange Bank to Orange Group.
(2)excluding unmatured derivatives liabilities and loan from Orange Group to Orange Bank.
(3)of which long-term debt obligations amounting to 30 573 million of euros (including TDIRA, bonds and bank and lending institutions).
(4)excluding deferred tax liabilities and deferred income.

2022 Form 20-F / ORANGE – 22

5.C

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 1.6 Research and innovation on pages 35 et seq., which is incorporated in this section by reference.

The discussion of the Group's research and development activities for the years ended December 31, 2021 and December 31, 2020 is included in Part I, Item 5.C of the Annual Report on page 21 of Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

5.D

TREND INFORMATION

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document as follows:

Section 3.2.1 Recent Events, on page 130,
Sections 1.2.2 Key changes in the telecoms services market and 1.2.3 The Orange group strategy, on pages 9 et seq.,

and is incorporated in this section by reference.

For a discussion on uncertainties that could have a material effect on the Group’s financial situation, see also Item 3.D Risk factors.

5.E

CRITICAL ACCOUNTING ESTIMATES

Not applicable.

Item 6

Directors, senior management and employees

6.A

DIRECTORS AND SENIOR MANAGEMENT

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in the introduction to Chapter 5 Corporate Governance and in Section 5.1 Composition of management and supervisory bodies on pages 390 et seq. and is incorporated in this section by reference.

6.BCOMPENSATION

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 5.4 Compensation and benefits paid to Directors, Corporate Officers and Senior Management on pages 418 et seq. and incorporated in this section by reference. For the definition of certain of the financial indicators used therein, see Note 1.9 Definition of operating segments and performance indicators to the Consolidated Financial Statements included in Item 18.

On November 28, 2022, the SEC adopted rules, pursuant to Section 10D-1 of the Exchange Act, requiring national securities exchanges and national securities associations, such as the NYSE, to amend their relevant listing standards no later than November 28, 2023 to require companies with listed securities to put in place a policy whereby listed companies will recover erroneously-awarded variable compensation from the Chief Executive Officer and certain other "executive officers" as defined in Rule 10D-1(d) under the Exchange Act. On February 22, 2023, the NYSE published a proposal to amend its listing rules, pending public comment and SEC approval. However, as of the date of publication of this Annual Report on Form 20-F, the NYSE listing standards have not yet been amended pursuant to Section 10D-1 of the Exchange Act.

In anticipation of the NYSE’s adoption of its final rules to amend its listing standards for recovery of erroneously awarded compensation, the Board of Directors has recommended that the shareholders include in the compensation policy for the Chief Executive Officer a clause requiring the recovery in full or in part of the components of the Chief Executive Officer's compensation that are wholly or partially contingent on the attainment of financial performance criteria based on financial information that has been determined to be erroneous and has required restatement of the financial statements for accounting purposes.  Orange has included this principle in the compensation policy of the Chief Executive Officer to be presented to its shareholders for approval at its Annual General Meeting to be held on May 23, 2023. If approved, it will enter into force no later than 60 days following the effective date of the final amended rules adopted by NYSE. The same policy shall apply to other executive officers, subject to compliance with applicable local laws and the amended rules adopted by NYSE, within the same timeframe.

2022 Form 20-F / ORANGE – 23

6.C

BOARD PRACTICES

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document as indicated below:

Section 5.1.1 Board of Directors, on pages 390 et seq.,
Section 5.1.3 Executive Committee, on pages 396 to 398,
Sections 5.2 Operation of the management and supervisory bodies, on pages 406 et seq.  including a description of the Audit Committee and the Governance and Corporate Social and Environmental Responsibility Committee, which oversees the remuneration of directors and corporate officers, and 5.3 Reference to a Code of Corporate Governance, on page 382,
subsection Other benefits granted to Corporate Officers (Table 11 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate officers for 2022, on page 420 et seq and Section 5.4.1.3 Compensation policy for executive and non-executive Corporate Officers for 2023 on pages 428 et seq.

and incorporated in this section by reference.

6.D

EMPLOYEES

Employment

General changes in the number of Group employees

In 2022, the Orange group experienced several changes in terms of scope. The main changes occurred within the Orange Business Services division, with the acquisition of Exelus (14 permanent contracts) by the Enovacom subsidiary in France, and the integration of three Swiss companies – SCRT (66 permanent contracts), Telsys (36 permanent contracts) and Swiss Cyber SA (3 permanent contracts) – into the Orange Cyberdefense subsidiary internationally. Three companies left the Group during the year: NOWCP (-7 permanent contracts) and ID2S (-8 permanent contracts) in France in the Corporate Division, and Business & Decision CIS LLC Russia internationally (OBS division: -54 permanent contracts). The Group also underwent some internal changes, with the integration of Business & Decision France and Business & Decision Eolas Interactive France into Orange Business Services SA, and of TP Teltech into Orange Poland.

At the end of 2022, the Group had 136,430 active employees, of whom 133,856 were on permanent contracts and 2,574 on fixed-term contracts. The number of permanent contracts was down 2.2% (i.e. -3,018) on a comparable basis, with fixed-term contracts down 7% (i.e. -193). These trends vary depending on the different scopes.

They were driven mainly by France, where the Group had 74,905 employees (i.e. 54.8% of the Group’s workforce) at the end of December: 73,824 on permanent contracts and 1,081 on fixed-term contracts. The decline in the active workforce (-4.5%) was driven solely by permanent contracts, which fell by 3,553 (-4.6%), while fixed-term contracts increased by 2.2% (i.e. +23) over the period. The decrease was attributable to Orange SA (-3,953 permanent contracts, i.e. -6.0%), with the permanent contracts of the French subsidiaries increasing by 3.5% (+394).

At end-2022, 60,032 employees on permanent contracts worked outside of France; their numbers rose by a slight 0.7% (i.e. +442 permanent contracts) on a comparable basis. Despite overall stability in employment numbers at the international level, there were a number of regional or sectorial changes year-on-year:

growth in the permanent workforce (on a comparable basis) within:
OBS International (+748 permanent contracts, i.e. +4.8%), in emerging markets (Egypt, India, Morocco and Mauritius) within Equant, as well as in Orange Cyberdefense’s Scandinavian companies,
Orange Innovation (+195 permanent contracts, i.e. +10.2%), mainly in Morocco,
the Africa & Middle East division (+194 permanent contracts, i.e. +1.4%);
conversely, there was a decrease in the Europe division (-707 permanent contracts, i.e. -2.5% on a comparable basis), driven by the workforce reduction at Orange Poland (-582 permanent contracts, i.e. -5.7%).

2022 Form 20-F / ORANGE – 24

Number of employees – active employees at end of period

    

2022

    

2021

    

2021

    

2020

(comparable basis)

Orange SA

 

62,765

 

66,599

 

66,475

 

71,297

French subsidiaries

 

12,140

 

11,836

 

11,862

 

11,125

Total France (1)

 

74,905

 

78,435

 

78,337

 

82,422

International subsidiaries (1) 

 

61,525

 

61,263

 

61,303

 

59,728

Group total

 

136,430

 

139,698

 

139,640

 

142,150

(1)Scope of financial consolidation: a company is assigned to the scope in which its revenues are consolidated.

In terms of average full-time equivalent employees (FTEs) (monthly average over the year), the Group’s internal workforce included 130,307 FTEs at the end of 2022. This represents a decrease of 3,980 FTEs (-3.0%) on a comparable basis, a trend mainly driven by France (Orange SA).

At the end of 2022, the Group had 2,574 employees on fixed-term contracts, nearly 58% of whom were outside France. Between 2022 and 2021 on a comparable basis, this headcount was down by 7% (i.e. -193 employees with fixed-term contracts), a trend driven by countries outside France (-221 employees, i.e. -12.9%).

Employees by contract type

    

2022

    

2021

    

2021

    

2020

(comparabley basis)

Permanent contracts

 

133,856

 

136,928

 

136,874

 

139,269

Fixed-term contracts

 

2,574

 

2,770

 

2,767

 

2,881

Group total

 

136,430

 

139,698

 

139,640

 

142,150

This additional workforce, which represented 1.9% of the workforce at the end of 2022 (-0.1 point compared with 2021), is marginal. At the end of 2022, 44% of employees on fixed-term contracts were working in customer-facing activities (primarily sales and services for B2C customers). The innovation and technology businesses (information systems and networks) are their second business segment (26%).

Employees by type of activity

    

2022

    

2021

    

2020

Support

 

19.9

%  

19.7

%  

19.5

%  

Customer

 

31.8

%  

31.8

%  

32.8

%  

Support functions

 

11.0

%  

11.1

%  

11.1

%  

Innovation and technology

 

35.4

%  

35.0

%  

33.3

%  

Other

 

1.9

%  

2.4

%  

3.3

%  

Group total (1)

 

100.0

%  

100.0

%  

100.0

%  

(1)the Group reporting scope comprises all entities consolidated in the Group’s financial statements.

New business guidelines were implemented in France in 2019, and internationally in 2020. These new guidelines include a business category named “Support.” It includes the management, project management and process management businesses. The “Innovation and Technology” category includes, inter alia, businesses relating to network roll-out and operation.

Employees by geographical region (1)

    

2022

    

2021

    

2020

 

France

 

54.8

%  

56.0

%  

57.9

%

Spain

 

4.0

%  

4.1

%  

4.3

%

Poland

 

7.2

%  

7.5

%  

8.0

%

other European countries

 

12.5

%  

12.2

%  

9.6

%

Africa

 

14.9

%  

13.8

%  

13.3

%

Asia-Pacific

 

4.8

%  

4.6

%  

4.5

%

North and South America

 

1.8

%  

1.8

%  

2.4

%

Group total (2)

 

100.0

%  

100.0

%  

100.0

%

(1)the Group reporting scope comprises all entities consolidated in the Group’s financial statements.

External workforce in France

Temporary staffing

Temporary labor is mainly used to cope with temporary increases in activity, particularly the launch of new products and services, as well as sales campaigns and promotional offers.

It is presented in full-time equivalents (FTEs) and as a monthly average over the year. In 2022, as in the previous year, it mainly concerned the sales and marketing area and especially sales activities to B2C customers (65%), and to a lesser extent enterprise sales and services. Less significant in network activities, the use of temporary labor represents a small volume in information systems activities. Temporary staffing saw an increase of 25.2% compared to 2021, which was a return to pre-public health crisis levels. This increase was driven mainly by B2C Customer Relations.

The Group recommends using temporary employees rather than employees on fixed-term contracts for assignments of less than two months. External labor represented 0.8% of the Group’s total workforce in France in 2022.

2022 Form 20-F / ORANGE – 25

Temporary employees – Group France (1)

    

2022 (3)

    

2021

    

2020

Amount of payments made to external companies for employee placement (in millions of euros)

 

37.8

 

30.1

 

25.2

Monthly average number of temporary workers (2)

 

791

 

632

 

542

(1)

Scope of financial consolidation excludes companies with employees in France whose revenues are consolidated under the “international” scope.

(2)

Calculation of temporary employee expenses recorded in the Group France results.

(3)The 2022 figures are provisional.

Subcontracting

The use of employees belonging to external companies takes the form of service contracts. In France, they are mainly used in the field of networks, in the areas of technical intervention (on the networks and on the customer’s premises), research, engineering and architecture, as well as in B2B and B2C Customer Relations and customer service. They are also used in the field of information systems on design, development and integration activities.

The use of subcontracting concerned 29,065 full-time equivalent employees (monthly average over the year) at end-December 2022, compared with 32,221 FTEs in 2021, a decrease of 9.8% (-3,157 FTEs). This external labor represented 29.2% of the total Group workforce in France (Orange SA and Group subsidiaries operating in France). The reduction recorded mainly relates to the construction of the very high-speed broadband network, with certain regions seeing the completion of their roll-out program in 2022.

Subcontracting – Group France (1)

    

2022

    

2021

    

2020

Amount of subcontracting (in millions of euros)

 

2,008.4

 

3,030.5

 

2,820.9

Full-time equivalent workforce (monthly average) (2)

 

29,065

 

32,221

 

35,721

(1)Scope of financial consolidation: excludes companies with employees in France whose revenues are consolidated under the “international” scope.
(2)Calculation based on the subcontracting expenses recorded in the statutory financial statements of the companies in the Group France scope.

Social dialog

Organization of social dialog

Worldwide

Orange’s Worldwide Works Council (Comité Groupe Monde – CGM) was created in 2010 to provide a common platform for social dialog at the Group level. It comprises 32 members representing 23 countries across the world, each with more than 400 employees. The Worldwide Works Council met once in 2022. It should be noted that the meeting was held face-to-face, after two years of meetings taking place remotely due to the Covid-19 pandemic and related travel restrictions. The Worldwide Works Council addresses economic, financial and employee-related matters of a global or transnational nature, such as the Group’s general business and its probable developments, its financial position, its Corporate Social Responsibility, and its industrial, commercial and innovation strategy.

The employee representatives are either trade union representatives appointed by their trade union to sit on the committee, representatives appointed by elected forums of employees, or employee representatives appointed by a democratic process according to locally defined rules.

In Europe

Orange’s European Works Council comprises 24 employee representatives from 18 countries. It met nine times in 2022. The large number of meetings was due to the increase in the number of projects falling within the scope of the Committee. The matters presented relate to the company’s economic and financial position, employment trends, and changes in the activities and structure of the Group. These include, for example, the project to combine the activities of Orange and MásMóvil in Spain, the acquisition of companies operating in the field of cybersecurity by Orange Cyberdéfense Holding, the development of the European network – with the European Network Optimization project relating to the monitoring and maintenance of core mobile networks in seven European countries: Belgium, Spain, Luxembourg, Moldova, Poland, Romania, Slovakia – and the planned evolution of OBS International.

In France

In 2022, the Corporate Social and Economic Committee (CSEC) of UES Orange met 25 times, mainly for recurring information-consultation meetings (strategy, the company’s economic and financial position, social policy, employment and working conditions), for discussions on health and safety, and for ad hoc information-consultation meetings, mainly concerning changes in the activities and structure of the Group (e.g., change in the Finance and Performance organizational model, shift from the retail store model to retail branches, creation of a 50/50 joint venture between Orange and MásMóvil with the aim of combining their activities in Spain).

The French Works Council is the collective body covering all the Group subsidiaries in France. It met five times during the 2022 fiscal year, dealing with information relating to the Group’s financial position, business and employment trends.

2022 Form 20-F / ORANGE – 26

Collective bargaining outcomes in France

In 2022, labor negotiations in France focused on the following themes:

employee profit-sharing in the Company’s results;
employee savings plans within the Orange group in France;
the health insurance system set up within the Orange group in France; and
internal mobility at the initiative of employees within the Orange group in France.

6.E

SHARE OWNERSHIP

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in:

Section 5.1.4.2 Information onCompany shares held by Directors and Officers, on page 404,
Section 5.1.4.4 Shares and stock options held by members of the Executive Committee, on page 405,
subsections Stock options granted during the fiscal year to each Corporate Officer (Table No 4 of the Afep-Medef Code) to History of performance share grants (Table No 9 of the Afep-Medef Code) of Section 5.4.1.2 Amount of compensation paid or allocated to Corporate Officers for 2022, on pages 420 to 427,
Section 5.4.3 Compensation of members of the Executive Committee, on page 433,
Section 6.2 Major shareholders, on page 437 and 438, for information regarding the percentage of the Company’s Shares held by BPI Participations,

and incorporated in this section by reference.

In addition, the Board of Directors approved several free share award plans (Long Term Incentive Plans or LTIP) reserved for Corporate Officers and Senior Management. See note 6.3 Share-based compensation to the Consolidated Financial Statements.

6.F DISCLOSURE OF ACTIONS TO RECOVER ERRONEOUSLY AWARDED COMPENSATION.

Not applicable.

Item 7

Major shareholders and related party transactions

7.A

MAJOR SHAREHOLDERS

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.2 Major shareholders, on pages 437 and 438 and incorporated this section by reference.

Securities held and number of record holders in the United States

As of March 15, 2023, there were 54,610,580 ADRs of Orange outstanding and 225 holders of record were registered with Bank of New York Mellon, depositary for the ADS program.

As of March 22, 2022, 559 United States residents were owners of Orange’s Shares in fully registered form (au nominatif pur). Those U.S. residents held 119,698 Orange Shares.

Based on a Euroclear Identifiable-Bearer Securities (Titres au porteur identifiable) service report conducted by a specialized information provider, Orange estimates that corporate and institutional investors in the U.S. held a total of approximately 18.96% of its share capital as at December 31, 2022.

2022 Form 20-F / ORANGE – 27

7.B

RELATED PARTY TRANSACTIONS

Orange SA has entered into agreements with some of its subsidiaries, including framework agreements, support and brand licensing agreements, as well as service-related agreements. In addition, cash management agreements exist between Orange SA and most of its subsidiaries. These agreements were entered into on an arm’s-length basis.

Except for potential agreements concluded in the normal course of business and on an arm’s-length basis, no agreement was entered into in 2022, directly or indirectly, between a Director or Corporate Officer or a shareholder holding more than 10% of Orange SA’s voting rights or close family members thereof, and a company in which Orange SA owns, directly or indirectly, more than 50% of the capital.

Regarding agreements made in previous years, the two amendments to ongoing agreements with Novalis executed on January 11, 2010, which extend to Corporate Officers and concern Orange group’s policies covering (i) healthcare cost and (ii) death, incapacity and invalidity remained in force during 2022. However, they are no longer considered Related Party Transactions pursuant to French Law, since they relate to remuneration issues that are submitted separately to the approval of the shareholders within the say-on-pay shareholder resolutions. Other agreements made in previous years have now lapsed.

See also Note 12 Related party transactions and Note 6.4 Executive compensation to the Consolidated Financial Statements.

7.C

INTERESTS OF EXPERTS AND COUNSELS

Not applicable.

Item 8

Financial information

8.A

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18 Financial Statements.

The other information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.2.1 Recent events and 6.3 Dividend distribution policy, respectively on pages 130 and 438 and incorporated this section by reference.

8.B

SIGNIFICANT CHANGES

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 3.2.1 Recent events, on page 130, and is incorporated in this section by reference.

See also Note 19 Subsequent events to the Consolidated Financial Statements.

Item 9

The offer and listing

9.A

OFFER AND LISTING DETAILS

For information regarding risks related to Orange’s Shares and ADSs, see Item 3.D Risk factors: “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”; “Holders of ADSs may face disadvantages compared to holders of Orange’s Shares when attempting to exercise certain rights as shareholders”; “Preemptive rights may be unavailable to holders of Orange’s ADSs”.

Orange’s Share is traded on compartment A (large capitalizations) of Euronext Paris (ticker: ORA and International Security Identification Number: FR0000133308) and in the form of ADS on the NYSE (ticker: ORAN and CUSIP: 684060106).

2022 Form 20-F / ORANGE – 28

9.B

PLAN OF DISTRIBUTION

Not applicable.

9.C

MARKETS

The principal trading market for the Shares is Euronext Paris, where the Shares have been traded since October 20, 1997. Prior to that date, there was no public trading market for the Shares. The Shares are included in the “CAC 40 Index” (a main benchmark index of 40 major stocks listed on Euronext Paris). The Shares in the form of American Depositary Shares (“ADSs”) are also listed on the New York Stock Exchange. BNP Paribas Securities Services holds the share registry for Orange and Bank of New York Mellon acts as depositary for the ADSs.

9.D

SELLING SHAREHOLDERS

Not applicable.

9.E

DILUTION

Not applicable.

9.F

EXPENSES OF THE ISSUE

Not applicable.

Item 10

Additional information

10.A

SHARE CAPITAL

Not applicable.

10.B

MEMORANDUM OF ASSOCIATION AND BYLAWS

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document under:

subsection Corporate scope of Section 7.1 Company identification on page 466,
subsection Restrictions regarding the disposal of Shares by Directors and Officers ofSection 5.1.4.2 Information on Company shares held by Directors and Officers, on page 404,
Section 5.2.1.2 Independent Directors on pages 406 and 407, section 5.2.1.5 Chairman of the Board of Directors, on page 408 and 409, and section 5.2.1.8 Board and committee activities during the fiscal year, on pages 410 et seq.,
Section 6.1.3 Authorizations to carry out capital increases, on page 436, section 6.3 Dividend distribution policy, on page 438, section 6.2.1.2 Information on shareholders’ agreements, on page 437, and Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 439,
Section 6.4.2 Actions necessary to modify shareholders’ rights, on page 439,
Section 6.4.3 Rules for participation in and notice of Shareholders’ Meetings, on pages 439 and 440,
Section 6.4.4 Declarations of threshold crossing, on page 440,
Section 5.2.1.1 Legal and statutory rules relating to the composition of the Board of Directors on page 406 and section 6.2 Major shareholders on pages 437 and 438,

and incorporated in this section by reference.

2022 Form 20-F / ORANGE – 29

Ownership of Shares by non-French persons

Under the French Commercial Code and our bylaws, there are no limitations of general application to the right of non-residents or non-French shareholders to own or, where applicable, to exercise the voting rights attached to securities of a French company.

Under French Law, a person is not required to obtain a prior authorization before acquiring a controlling interest. Under existing administrative rulings, ownership of 33 1/3% or more of the Company’s share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as:

the acquiring party’s intentions;
the acquiring party’s ability to elect directors; or
financial reliance by the company on the acquiring party.

However, non-residents of France (and certain French residents, depending on their ownership), must file an administrative notice (déclaration administrative) with French authorities in connection with the acquisition of a controlling interest in the Company, as defined above.

As an exception, a prior authorization may be required in case of investments by certain persons in certain sensitive economic areas, such as defense and public health, and, activities touching upon public order and public security contained in an expanded list of such sensitive areas, and which includes the integrity, security and continuity of operations of electronic communications networks and services. In addition, pursuant to the provisions of the French Monetary and Financial Code (CMF), any investment by any non-French citizen, any French citizen not residing in France, any non-French entity or any French entity controlled such persons or entities that will result in the relevant investor (a) acquiring control of an entity 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, in each case, conducting activities in certain strategic industries (such as Orange), including (a) activities likely to prejudice national defense interests, participating in the exercise of official authority or likely to prejudice public order and public security (including activities related to weapons, dual-use goods and technologies, IT systems, cryptology, data capturing devices, gambling, toxic agents or data storage), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm products or media), (c) research and development activities related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage or biotechnology) or dual-use goods and technologies (Articles R. 151-1 et seq. of the French Monetary and Financial Code), 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 decree, as modified added a new 10% threshold for companies incorporated in France and listed on a regulated market (such as Orange), in addition to the abovementioned 25% threshold, in force through December 31, 2023 (Decree number 2022-1622 of 23 December 2022 relating to the temporary lowering of the threshold for control of foreign investments in French companies whose shares are admitted to trading on a regulated market).

The CMF also imposes statistical reporting requirements. Transactions by which non-French residents acquire at least 10% of the share capital or voting rights, or cross the 10% threshold, of a French resident company, are considered as foreign direct investments in France and are subject to statistical reporting requirements (Articles R. 152-1; R. 152-3 and R. 152-11 of the CMF). When the investment exceeds €15,000,000, companies must declare foreign transactions directly to the Banque de France within 20 business days following the date of certain direct foreign investments in the Company, including any purchase of ADSs. Failure to comply with such statistical reporting requirement may be sanctioned by five years’ imprisonment and a fine of a maximum amount equal to twice the amount which should have been reported, in accordance with Article L. 165-1 of the CMF. This amount may be increased fivefold if the violation is made by a legal entity.

The foregoing is a general description of certain regulations only, and are in addition to the various French legal and regulatory requirements (as well as provisions under our bylaws – see above reference to Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 439) regarding disclosure of shareholdings and other matters which are applicable to all shareholders.

Enforceability of Civil Liabilities

Orange SA is a limited liability company (société anonyme) organized under the laws of France, and most of its officers and directors reside outside the United States. In addition, a substantial portion of its assets is located in France.

2022 Form 20-F / ORANGE – 30

As a result, it may be difficult for investors:

to effect service of process upon or obtain jurisdiction over the Company or its non-U.S. resident officers and directors in U.S. courts, or obtain evidence in France or from 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, in connection with those actions in actions predicated on the civil liability provisions of the U.S. federal securities laws;
to enforce either inside or outside the United States judgments obtained in U.S. or non-U.S. courts in actions predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or its non-U.S. resident officers and directors;
to bring an original action in a French court to enforce liabilities based upon the U.S. federal securities laws against the Company or its non-U.S. resident officers or directors; and
to enforce against the Company or its directors in non-U.S. courts, including French courts, judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws.

Nevertheless, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would be recognized and enforced in France provided that a French judge considers that this judgment meets the French legal requirement concerning the recognition and the enforcement of foreign judgments and is capable of being immediately enforced in the United States. A French court is therefore likely to grant the enforcement of a foreign judgment without a review of the merits of the underlying claim, only if (1) the judgment was rendered by a court having jurisdiction over the matter as the dispute is clearly connected to the jurisdiction of such court, the choice of the U.S. court was not fraudulent and the French courts did not have exclusive jurisdiction over the matter, (2) the judgment does not contravene international public policy rule applied by French courts, whether such rule pertains to the merits or pertains to the procedure of the case, including any defense right(s), (3) the U.S. judgment is not tainted with fraud, and (4) the judgment does not conflict with a French judgment or a foreign judgment (or an arbitral award) which has become effective in France.

In addition, French law guarantees full compensation for the harm suffered but is limited to the actual damages, so the victim does not suffer or benefit from the situation, it being specified that under French law, the principle of awarding punitive damages is not, per se, contrary to public order, provided the amount awarded is not disproportionate to the harm suffered and the defendant’s breach.

As a result, the enforcement, by U.S. investors, of any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities law against the Company or members of its Board of Directors, officers or certain experts named herein who are residents of France or countries other than the United States would be subject to the above conditions. In addition, the enforcement of any such judgments obtained in U.S. courts (or in any other court) against the Company would be subject to limitations arising from applicable bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally.

Finally, there may be doubt as to whether a French court would impose civil liability on the Company, the members of its Board of Directors, its officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in France against the Company or such members, officers or experts, respectively.

Provisions having the effect of delaying, deferring or preventing a change of control of the Company

None.

10.C

MATERIAL CONTRACTS

See Notes 3.2 Main changes in the scope of consolidation and 14.3 Liquidity Risk Management to the Consolidated Financial Statements included in Item 18.

10.D

EXCHANGE CONTROLS

Under current French exchange control regulations, there are no limitations on the amount of payments that may be remitted by Orange to non-residents of France. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds made by a French resident to a non-resident, such as dividends payments, be handled by an authorized intermediary. In France, all registered banks and substantially all credit establishments are accredited intermediaries.

2022 Form 20-F / ORANGE – 31

10.E

TAXATION

The discussions set forth in this section are based on French tax law and U.S. federal income tax law, including applicable treaties and conventions, as in effect on the date of this Annual Report on Form 20-F. These tax laws, and related interpretations, are subject to change, possibly with retroactive effect. This section is further based in part on representations of the depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

10.E.1 French Taxation

The following is a general summary of the material French tax consequences of owning and disposing of the Shares or ADSs of Orange. This summary may only be relevant to you if you are not a resident of France (as defined in Article 4 B of the French General Tax Code), no double tax treaty between France and your country contains a provision under which dividends or capital gains are expressly liable to French tax (see Article 4 bis of the French General Tax Code) and you do not hold your Shares or ADSs in connection with a permanent establishment or a fixed base in France through which you carry on a business or perform personal services.

This discussion is intended only as a descriptive summary. It does not address all aspects of French tax laws that may be relevant to you in light of your particular circumstances.

If you are considering buying Shares or ADSs of Orange, you should consult your own tax advisor about the potential tax effects of owning or disposing of Shares or ADSs in your particular situation.

A comprehensive set of tax rules is specifically applicable to French assets (such as the Shares/ADSs) that are held by or in foreign trusts. These rules provide notably for the inclusion of trust real estate assets in the settlor's net assets for purpose of applying the French real estate wealth tax or trust assets in general for the application of French gift and death duties to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number of French tax reporting and disclosure obligations. The following discussion does not address the French tax consequences applicable to Shares and ADSs held in trusts. If the Shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of the Shares or ADSs.

Taxation on sale or disposal of Shares and ADSs

Generally, you will not be subject to any French income tax or capital gains tax when you sell or dispose of Shares or ADSs of Orange if all of the following apply to you:

you are not a French resident for French tax purposes; and
you have not held more than 25% of Orange’s dividend rights, known as “droits aux bénéfices sociaux”, at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives,

unless you are established or domiciled in a jurisdiction listed as a non-cooperative state or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the French General Tax Code (a “Non-Cooperative State”), in which case you will be subject to a 75% tax on capital gain. The list of Non-Cooperative States is published by ministerial executive order and is updated from time to time.

If an applicable double tax treaty between France and your country contains more favorable provisions, you may not be subject to any French income tax or capital gains tax when you sell or dispose of any Shares or ADSs of Orange even if one or more of the above statements do not apply to you.

If you are a resident of the United States who is eligible for the benefits of the income tax treaty between the United States of America and France dated August 31, 1994 (as further amended) (the “U.S. France Treaty”) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the gain is treated for purposes of U.S. taxation as your income, you will not be subject to French tax on any capital gain if you sell or exchange your Shares or ADSs unless you have a permanent establishment or fixed base in France and the Shares or ADSs sold or exchanged were part of the business property of that permanent establishment or fixed base.

Special rules apply to individuals who are residents of more than one country.

Subject to specific conditions, foreign states, international organizations and a number of foreign public bodies are not considered French residents for these purposes.

2022 Form 20-F / ORANGE – 32

Pursuant to Article 235 ter ZD of the French General Tax Code, purchases of certain securities are subject to a 0.3% French tax on financial transactions provided that the market capitalization of the issuer exceeds 1 billion euros as of December 1 of the year preceding the taxation year. A list of companies whose market capitalization exceeds 1 billion euros as at December 1, 2022, has been published in the official guidelines of the French tax authorities on December 21, 2022 (BOI-ANNX-000467-21/12/2022), and Orange has been included on such list as a company whose market capitalization exceeded 1 billion euros as at December 1, 2022. Therefore, purchases of Orange’s Shares or ADSs are subject to such French tax on financial transactions. Please note that such list may be amended in the future.

Taxation of dividends

Under French domestic law, French companies must generally deduct a 25% French withholding tax from dividends (including distributions from share capital premium, insofar as the company has distributable reserves) paid to non-residents (12.8% for distributions made to individuals and 15% for distributions made to not-for-profit organizations with a head office in a Member State of the European Economic Area which would be subject to the tax regime set forth under Article 206-5 of the French General Tax Code if its head office were located in France and which meet the criteria set forth in the administrative guidelines BOI-RPPM-RCM-30-30-10-70-24/12/2019, n°130 et seq.). Under most tax treaties between France and other countries, the rate of this withholding tax may be reduced in specific circumstances. Generally, a holder who is a non-French resident is subsequently entitled to a tax credit in his or her country of residence for the amount of tax actually withheld at the appropriate treaty rate.

However, dividends paid or deemed to be paid by a French corporation, such as Orange, towards a Non-Cooperative State, will generally be subject to French withholding tax at a rate of 75%, irrespective of the tax residence of the beneficiary of the dividends if the dividends are received or deemed to be received in such States or territories (subject to the more favorable provisions of an applicable double tax treaty).

Under some tax treaties, a shareholder who fulfills specific conditions may generally apply to the French tax authorities for a lower rate of withholding tax, generally 15%. Under some tax treaties, the withholding tax is eliminated altogether.

If the arrangements provided for by any of such treaties apply to a shareholder, Orange or the authorized intermediary will withhold tax from the dividend at the lower rate, provided that the shareholder complies, before the date of payment of the dividend, with the applicable filing formalities. Otherwise, Orange or the authorized intermediary must withhold tax at the full rate of 15%, 12.8%, 25% or 75% as applicable, and the shareholder may subsequently claim the refund of excess tax paid.

If you are a resident of the United States who is eligible for the benefits of the U.S. France Treaty (in particular, entitled to Treaty benefits under the ‘‘Limitation on Benefits’’ provision) and either you hold the Shares or the ADSs directly or hold them through a partnership which is fiscally transparent under U.S. law and is formed or organized in France, or in the United States of America or in a state that has concluded with France an agreement containing a provision for the exchange of information with a view to the prevention of tax evasion, to the extent that the dividend is treated for purposes of the U.S. taxation as your income, French dividend withholding tax is reduced to 15% provided your ownership of the Shares or ADSs is not effectively connected with a permanent establishment or a fixed base that you have in France. A U.S. partnership generally can claim benefits under the U.S. France Treaty only to the extent its income is taxable in the United States as the income of a resident, either in the hands of such partnership or in the hands of its partners. Although not expressly stated in their current guidelines, the French tax authorities conceded that the benefits of the U.S. France Treaty may still be claimed if one or several members of the U.S. partnership are themselves U.S. partnerships to the extent of the income taxable in the United States as the income of a resident in the hands of the ultimate partner or partners. Certain other requirements must be satisfied. In particular, you will have to comply with the formalities set out in Item 10.E.3 “Procedure for Reduced Withholding Rate”. If you fail to comply with such formalities before the date of payment of the dividend, Orange or the authorized intermediary shall deduct French withholding tax at the rate of 15%, 12.8%, 25% or 75% as applicable. In that case, you may claim a refund from the French tax authorities of the excess withholding tax.

Certain tax exempt U.S. entities (such as tax-exempt U.S. pension funds, which include the exempt pension funds established and managed in order to pay retirement benefits subject to the provisions of Section 401(a) of the Internal Revenue Code (qualified retirement plans), Section 403(b) of the Internal Revenue Code (tax deferred annuity contracts) or Section 457 of the Internal Revenue Code (deferred compensation plans), and various other tax-exempt entities, including certain state-owned institutions, not-for-profit organizations and individuals with respect to dividends which they beneficially own and which are derived from an investment retirement account) may be eligible for the reduced withholding tax rate of 15% on dividends. Specific rules apply to them as further described below in Item 10.E.3 “Procedure for Reduced Withholding Rate”.

Estate and Gift Tax

France imposes estate and gift tax where an individual or entity acquires shares of a French company from a non-resident of France by way of inheritance or gift. France has entered into estate and gift tax treaties with a number of countries. Under these treaties, the transfer by residents of those countries of shares of a French company by way of inheritance or gift may be exempt from French inheritance or gift tax or give rise to a tax credit in such countries, assuming specific conditions are met.

2022 Form 20-F / ORANGE – 33

Under the “Convention Between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24, 1978” (as further amended), French estate and gift tax generally will not apply to the individual or entity acquiring your Shares or ADSs if that individual or entity as well as you are residents of the United States and if you transfer your Shares or ADSs by gift, or they are transferred by reason of your death, unless you are a citizen of France or domiciled in France at the time of making the gift of the Shares or ADSs or at the time of your death, or you used the Shares or ADSs in conducting a business through a permanent establishment or fixed base in France, or you held the Shares or ADSs for that use.

You should consult your own tax advisor about whether French estate and gift tax will apply and whether an exemption or tax credit can be claimed.

Real Estate Wealth Tax

The French real estate wealth tax known as impôt sur la fortune immobilière replaced the French wealth tax, known as impôt de solidarité sur la fortune, with effect from January 1, 2018.

Company Shares are included in the basis of calculation of the French real estate wealth tax for the fraction of their value representing property or real estate rights held directly or indirectly by the company. However, buildings and real estate rights allocated to the industrial or commercial activity of the company that holds them directly are excluded from the calculation of the taxable fraction (article 965, 2°-a of the French General Tax Code).

In any case, you will not be subject to French real estate wealth tax, on your Shares or ADSs of Orange if both of the following apply to you:

you are not a French resident for the purpose of French taxation; and
you own, either directly or indirectly, less than 10% of Orange capital stock, provided your Shares or ADSs do not enable you to exercise influence on Orange.

If a double tax treaty between France and your country contains more favorable provisions, you may not be subject to French real estate wealth tax even if one or both of the above statements do not apply to you.

The French real estate wealth tax generally does not apply to Shares or ADSs if you are a resident of the United States for purposes of the U.S. France Treaty provided that you do not own directly or indirectly Shares or ADSs exceeding 25% of the financial rights of Orange.

10.E.2 U.S. Taxation of U.S. Holders

The following discussion is a general summary of certain U.S. federal income tax considerations relevant to the ownership and disposition of Orange Shares and ADSs. The discussion is not a complete description of all income tax considerations that may be relevant to you. It does not deal with federal estate or gift taxation or taxation by U.S. states.  It does not consider your particular circumstances. It applies to you only if you are a U.S. Holder, you hold the Shares or ADSs as capital assets, you use the U.S. dollar as your functional currency and you are eligible for the benefits of the U.S. France Treaty. It does not address the tax treatment of investors subject to special rules, such as banks, tax-exempt entities, insurance companies, dealers, traders in securities that elect to mark to market, U.S. expatriates or persons who directly, indirectly or constructively own 10% or more of the Shares or ADSs, have a permanent establishment in France, acquire ADSs in a “pre-release” transaction or hold Shares or ADSs as part of a straddle, hedging, conversion or other integrated transaction. For certain additional information regarding U.S. partnerships, see also the discussion presented under the caption “Taxation of Dividends” in Item 10.E.1 (French Taxation).

As used here, a “U.S. Holder” means a beneficial owner of the Shares or ADSs, that is, for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation or other business entity taxed as a corporation that is created or organized under the laws of the United States or its political subdivisions, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or that has elected to be treated as a domestic trust.

The U.S. federal income tax treatment of a partner in a partnership that holds Shares or ADSs will depend on the status of the partner and the activities of the partnership. Partnerships should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of the Shares or ADSs.

U.S. Holders of ADSs generally will be treated for U.S. federal income tax purposes as owners of the Shares underlying the ADSs.

2022 Form 20-F / ORANGE – 34

Orange believes, and this discussion assumes, that Orange is not and will not become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.

Dividends

Distributions on Orange Shares and ADSs, including French tax withheld and the gross amount of any payment on account of a French tax credit, will be includable in income as dividends from foreign sources when actually or constructively received. The dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations. The dividends received by non-corporate U.S. Holders, however, should be taxed as qualified dividends, currently at the same preferential rate allowed for long-term capital gains, because the ADSs are readily tradable on the NYSE.

The U.S. dollar amount of a euro dividend received on the Shares or ADSs will be based on the exchange rate for the euros received on the date you recognize the dividend for U.S. federal income tax purposes, whether or not you convert the euros into U.S. dollars. You will have a basis in the euros received equal to the U.S. dollar amount of the dividend you realized. Any gain or loss on a subsequent conversion or other disposition of the euros generally will be ordinary income or loss from U.S. sources.

Subject to generally applicable limitations, you may claim a deduction or a foreign tax credit for tax withheld at the applicable withholding rate. In computing foreign tax credit limitations, non-corporate U.S. Holders eligible for the preferential tax rate applicable to qualified dividend income may take into account only the portion of the dividend effectively taxed at the highest applicable marginal rate. You should consult your own tax adviser about your eligibility for benefits under the U.S. France Treaty including a reduced rate of French withholding tax and for applicable limitations on claiming a deduction or foreign tax credit for any French tax withheld.

Dispositions

You will recognize gain or loss on a disposition of Orange Shares or ADSs in an amount equal to the difference between the amount you realize and your adjusted tax basis in the Shares or ADSs. Your adjusted tax basis in a Share or ADS will generally be the amount you paid for it measured in U.S. dollars. The U.S-dollar cost of a Share or ADS purchased with foreign currency will generally be the U.S-dollar value of the purchase price. The gain or loss generally will be from sources within the United States. The gain or loss will be long-term capital gain or loss if you held the Shares or ADSs for at least one year. Long term capital gains realized by non-corporate U.S. Holders currently qualify for preferential tax rates. Deductions for capital losses are subject to limitations.

If you receive a currency other than U.S. dollars upon disposition of the Shares or ADSs, you will realize an amount equal to the U.S. dollar value of the currency received on the date of disposition (or, if you are a cash-basis or an accrual basis taxpayer that files an election with the IRS, the settlement date). You will have a tax basis in the currency received equal to the U.S. dollar amount you realized. Any gain or loss on a subsequent conversion or disposition of the currency received generally will be U.S. source ordinary income or loss.

Deposits or withdrawals of Shares in exchange for ADSs will not be taxable transactions subject to U.S. federal income tax.

U.S. Information Reporting and Backup Withholding for U.S. Holders

Your dividends on the Shares or ADSs and proceeds from the sale or other disposition of the Shares or ADSs may be reported to the U.S. Internal Revenue Service unless you are a corporation or you otherwise establish a basis for exemption. Backup withholding tax may apply to amounts subject to reporting if you fail to provide an accurate taxpayer identification number or otherwise establish a basis for exemption. You can claim a credit against your U.S. federal income tax liability for amounts withheld under the backup withholding rules and a refund for any excess.

Certain U.S. Holders will be required to report information with respect to Shares and ADSs that are held through foreign accounts. U.S. Holders who fail to report information required under these rules could become subject to substantial penalties. You are urged to consult your U.S. tax advisor regarding these and other reporting requirements that may apply with respect to your Shares or ADSs, as well as the application of all of the above rules to your particular tax situation.

10.E.3 Procedure for reduced withholding rate

If you are eligible for benefits under the U.S. France Treaty, you will be entitled to reduce the rate of French withholding tax on dividends by filing the applicable form(s) with the depositary or other financial institution managing your securities account in the United States, or failing that, the French paying agent, if the financial institution managing your securities account or the French paying agent receives the form(s) before the date of payment of the dividend. If you fail to submit the applicable form(s) in time to avoid withholding, you may claim a refund for the amount withheld in excess of the U.S. France Treaty rate.

2022 Form 20-F / ORANGE – 35

In order to have taxes on dividends withheld at the reduced amount, you generally must provide the depositary, or other financial institution managing your securities account in the United States, with a certificate of residence before the dividend is paid. If this certificate is not stamped by the U.S. Internal Revenue Service, the depositary or other financial institution managing your securities account in the U.S. must provide the French paying agent with a document listing certain information about the U.S. Holder and its Shares or ADSs and a certificate whereby the financial institution managing your securities account in the United States takes full responsibility for the accuracy of the information provided in the document.

Tax exempt U.S. pension funds, charities or other tax exempt organizations must also provide a certificate from the U.S. Internal Revenue Service setting out that they have been created and operate in compliance with the Internal Revenue Code of 1986, as amended. Tax exempt organizations may obtain this certification by filing a U.S. Internal Revenue Service Form 8802. Similar requirements apply to REITs, RICs and REMICs.

Collective trusts of pension funds may apply for the withholding tax reduction on behalf of their members if they provide a complete list of their members, the required certificate from the IRS for each member which is a tax exempt U.S. pension fund and a certificate setting out the dividend to which each tax exempt U.S. pension fund which is a member is entitled.

The relevant French forms will be provided by the depositary to all U.S. Holders of ADSs registered with the depositary and all U.S. Internal Revenue Service Forms are also available from the U.S. Internal Revenue Service. The depositary will arrange for the filing with the French paying agent and the French tax authorities of all forms completed by U.S. Holders of ADSs that are returned to the depositary in sufficient time.

You should consult your own independent tax advisors about the availability and applicability of the reduced rate of French withholding tax.

10.F

DIVIDENDS AND PAYING AGENTS

Not applicable.

10.G

STATEMENT BY EXPERTS

Not applicable.

10.H

DOCUMENTS ON DISPLAY

Orange is subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. In connection with the Exchange Act, Orange files reports, including this Annual Report on Form 20-F, and other information with the U.S. Securities and Exchange Commission. Such reports and other information are available on the SEC’s website at www.sec.gov, and may also be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

All documents provided to shareholders as required by law may be consulted at Orange's registered offices at 111, quai du Président Roosevelt, 92130 Issy-les-Moulineaux, France.

In addition, the bylaws of Orange are available on Orange’s website at www.orange.com.  For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

10.I

SUBSIDIARY INFORMATION

For information relating to the Company’s subsidiaries, see Note 20 Main consolidated entities to the Consolidated Financial Statements.

10.J

DISCLOSURE PURSUANT TO SECTION 13 (r) OF THE UNITED STATES EXCHANGE ACT OF 1934

Section 13(r) of the Exchange Securities Act requires an issuer to disclose in its annual or quarterly reports, as applicable, certain activities, including certain transactions or dealings relating to the “Government of Iran” as defined under § 560.304 of the Iranian Transactions and Sanctions Regulations (31 C.F.R. Part 560) and certain persons that are the subject of U.S. sanctions. Disclosure may be required even where the activities, transactions or dealings are conducted outside the United States by non-U.S. affiliates in compliance with applicable law and regardless of whether the activities are sanctionable under U.S. law.

Orange conducts limited business in Iran, all of which relates to telecommunications. The total revenue from these activities constitutes much less than 1% of the Group's consolidated revenue in the year ended December 31, 2022. Orange maintains roaming agreements and interconnection agreements with certain Iranian telecommunications companies. Orange also maintains a connectivity agreement with the Telecommunications Infrastructure Company (TIC). Separately, Orange’s Enterprise operating segment provides (through indirect, wholly-owned subsidiaries of Orange) telecommunications services to certain international public organizations and multinationals in Iran. In 2022, these telecommunication services represented gross revenues of approximately 4 million euros and a net profit of approximately 0.36 million euros.

2022 Form 20-F / ORANGE – 36

In addition, Orange provides standard commercial telecommunications services to certain Iranian companies present in France and the branches of several Iranian banks in France. In 2022, these telecommunication services represented gross revenues of approximately 40,000 euros and a net profit of approximately 8,000 euros.

Orange intends to continue carrying out these activities.

Item 11

Quantitative and qualitative disclosures about market risk

See Note 14 Information on market risk and fair value of financial assets and liabilities (telecom activities) to the Consolidated Financial Statements. The Group uses hedging instruments in order to limit its exposure to operational and financial foreign exchange and interest rate risks, while maintaining a diversified financing policy.

Item 12

Description of securities other than equity securities

12.A

DEBT SECURITIES

Not applicable.

12.B

WARRANTS AND RIGHTS

Not applicable.

2022 Form 20-F / ORANGE – 37

12.C

OTHER SECURITIES

Not applicable.

12.D

AMERICAN DEPOSITARY SHARES

Orange's ADR facility is maintained by Bank of New York Mellon, which principal executive office is located at 240 Greenwich Street, New York, New York 10286 ("the Depositary").

One American Depositary Share represents one Share of Orange. A copy of our form of Amended and Restated Deposit Agreement ("the Deposit Agreement") among the Depositary, owners and holders of ADSs evidenced by ADRs issued under the Deposit Agreement and Orange was filed with the SEC as an exhibit to the Form F-6 filed on July 27, 2017. Société Générale ("the Custodian") acts as agent of the Depositary for the purposes of this Deposit Agreement. For more complete information, including on holders’ rights and obligations, holders should read the entire deposit agreement, as amended, and the ADR itself.

Fees and charges payable by a holder of ADSs

Under the Deposit Agreement, the Depositary collects fees for delivery and surrender of ADSs directly from investors depositing Shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

The fees payable to the Depositary by investors are as follows:

Depositary actions:

Fee:

Issuance of ADSs, including issuances resulting from a distribution of Shares or rights or other property

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agree­ment terminates

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Any cash distribution to ADS registered holders

$0.05 (or less) per ADS

Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders

A fee equivalent to the fee that would be payable if securities distributed to holders of deposited securities had been Shares and the Shares had been deposited for issuance of ADSs

Transfer and registration of Shares on the Depositary’s share register to or from the name of the Depositary or its agent when depositing or withdrawing Shares

Registration or transfer fees

In addition, investors must, as necessary, reimburse the Depositary for:

Taxes and other governmental charges the Depositary or the Custodian have to pay on any ADS or Share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
Any charges incurred by the depositary or its agents for servicing the deposited securities
Expenses of the Depositary for cable, telex and facsimile transmissions (when expressly provided in the Deposit Agreement)
Expenses of the Depositary for converting foreign currency to U.S. dollars

Fees and payments made by the Depositary to the Issuer

The Depositary has agreed to reimburse the Company for expenses the Company incurs that are related to establishment and maintenance expenses of the ADR facility. The Depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. The Depositary has agreed to provide additional payments to the Company based on activity indicators relating to the outstanding ADRs.

2022 Form 20-F / ORANGE – 38

During the fiscal year ended December 31, 2022, payments of 2.9 million U.S. dollars were made to Orange in relation thereto.

Voting the Shares at shareholders meetings

Pursuant to a deposit agreement signed with the Company, the Company shall timely notify the Depositary in writing prior to any meeting of holders of Shares or other Deposited Securities of such meeting. Upon receipt of such notice, and upon consultation with the Company, the Depositary shall, in a timely manner, mail to owners of ADSs (the Owners):

a notice of impending meetings,
a statement that the Owners will be entitled, subject to any applicable provision of French law and the bylaws of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by the ADSs,
copy or summary of any material provided by the Company,
a voting instruction card,
and a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, such instructions may be given or deemed given, to the Depositary to give the Custodian instructions to vote or cause to vote the Deposited Securities underlying the ADSs for which voting instructions are specifically given or deemed given, in accordance with the recommendations of the Board of Directors of the Company.

The Depositary will not charge any fee in connection with enabling the Owners to exercise their voting rights.

The Depositary and the Company may amend the voting procedures from time to time as they determine appropriate to comply with French or United States law or the bylaws of the Company.

Reports, notices and other communications

On or before the first date on which the Company gives notice of any meeting of holders of Shares or of the taking of any action in respect of any cash or other distribution or the offering of any rights, the Company shall transmit to the Depositary a copy of the notice thereof. The Company will also arrange for the prompt transmittal to the Depositary of any other report and communication which is made generally available by the Company to holders of its Shares. The Company may arrange for the Depositary to mail copies of such notices, reports and communications to all Owners.

PART II

Item 13

Defaults, dividend arrearages and delinquencies

Not applicable.

Item 14

Material modifications to the rights of security holders and use of proceeds

None.

Item 15

Controls and procedures

15.A

DISCLOSURE CONTROLS AND PROCEDURES

Since 2003, Orange has had a Disclosure Committee whose mission is to ensure the accuracy, the compliance with applicable laws, regulations and recognized practices, the consistency and the quality of the financial information disclosed by Orange. The Disclosure Committee, operating under the authority of the Deputy Chief Executive Officer Finance, Performance and Development, reviews all financial information distributed by the Group, as well as related documents such as press releases announcing financial results, presentations to financial analysts and management reports. The Disclosure Committee is chaired, by delegation, by the Group Accounting Director and brings together the heads of the Legal, Internal Audit, Controlling, Investor Relations and Communication Departments.

2022 Form 20-F / ORANGE – 39

Orange’s Chief Executive Officer and Deputy Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), after evaluating the effectiveness of the Group’s disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022, have concluded that, as of such date, Orange’s disclosure controls and procedures were effective. Orange’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the specified time periods, and that such information is made known to the Chief Executive Officer and Deputy Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), as appropriate to allow timely decisions regarding required disclosure.

15.B

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Orange’s management is responsible for establishing and maintaining adequate internal control over financial reporting of Orange (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Orange’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Group are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Group’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Group management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework presented in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this evaluation, management concluded that the Group’s internal control over financial reporting was effective as of December 31, 2022. The effectiveness of the Group’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG S.A. and Deloitte & Associés, independent registered public accounting firms, as stated in their report which is included herein.

15.C

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the Shareholders and the Board of Directors of Orange S.A.,

Opinion on the ConsolidatedInternal Control over Financial StatementsReporting

We have audited the accompanying consolidated statement ofinternal control over financial positionreporting of Orange S.A. and its subsidiaries (the “Group”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial position of the Group as of December 31, 2022 and 2021 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, for each of the year thenyears in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated"consolidated financial statements”statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and in conformity with IFRS as issued by the International Accounting Standards Board.

We also have audited the adjustments to the 2020 and 2019 consolidated financial statements to retrospectively apply the change in accounting with respect to the IFRS IC agenda decision concerning IAS 19 “Employee Benefits” described in Note 2.3.1. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2020 or 2019 consolidated financial statements of the Group other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2020 or 2019 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Group’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated March 3, 20222023, expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2.3.1 to thethose consolidated financial statements, the Group has changed its methodstatements.

2022 Form 20-F / ORANGE – 40

Basis for Opinion

These consolidatedThe Group’s management is responsible for maintaining effective internal control over financial statements are the responsibilityreporting and for its assessment of the Group's management.effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidatedthe Group’s internal control over financial statementsreporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Paris-La Défense, France March 3, 2023

/s/ KPMG S.A.
Represented by Jacques Yves PIERRE

/s/ Deloitte & Associés

15.D

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

None.

Item 16

[Reserved]

Item 16A

Audit committee financial expert

Jean-Michel Severino is the Audit Committee's financial expert as defined in Item 16A(b) and (c) of the SEC General Instructions on Form 20-F. Jean-Michel Severino is “independent” as defined by Rule 10A-3(b)(1)(ii) of the Exchange Act, as amended (see Item 6 Directors, Senior Management and Employees). Mr. Severino's term as director will expire at the next Annual General Meeting of shareholders in May 2023. After that meeting, the Board of Directors will meet to designate new committee members and the financial expert for the Audit Committee will be designated thereafter.

2022 Form 20-F / ORANGE – 41

Item 16B

Code of ethics

Orange’s Board of Directors has adopted a Code of Ethics that applies to all Orange employees, including the Chief Executive Officer, the Deputy Chief Executive Officer Finance, Performance and Development (in his capacity as Chief Financial Officer), the principal accounting officer and the persons performing similar functions. A copy of Orange’s Code of Ethics is filed as Exhibit 11 to this document and is publicly accessible free of charge on Orange's website at www.orange.com.

Item 16C

Principal accountant fees and services

Information about fees billed to Orange by our current statutory auditors KPMG SA, Paris La Défense, France (PCAOB ID No. 1253) and Deloitte & Associés, Paris La Défense, France (PCAOB ID No. 1756) and our former statutory auditor Ernst & Young Audit, Paris La Défense, France (PCAOB ID No. 1692) is presented in Note 22 Auditor’s fees to the Consolidated Financial Statements.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides pre-approval in principles for certain types of services notably through the use of an annual budget approved by the Audit Committee and special pre-approval of other services by the Audit Committee on a case-by-case basis. The Audit Committee reviews at interim and annual closing the services provided by the statutory auditors.

Item 16D

Exemptions from listing standards for audit committees

Orange’s Audit Committee consists of five directors including three directors who meet the independence requirements under Rule 10A-3 of the Exchange Act, as amended, and two who are exempt from such requirements pursuant to Rule 10A-3(b)(1)(iv) of the Exchange Act. The Audit Committee members exempt from the independence requirements are Ms. Céline Fornaro who meets the exemption requirements under Rule 10A-3(b)(1)(iv)(E) of the Exchange Act relating to foreign government representatives, and Mr. Sébastien Crozier who meets the exemption requirements under Rule 10A-3(b)(1)(iv)(C) of the Exchange Act relating to non-executive employees. Orange’s reliance on such exemptions does not materially adversely affect the ability of the Audit Committee to act independently.

Item 16E

Purchase of equity securities by the issuer and affiliated purchasers

The information required by this section is set forth in the 2022 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.1.4 Treasury shares – Share Buyback program, on pages 436 and 437, and is incorporated this section by reference.

The table below presents additional information on the purchases of treasury Shares in 2022:

Settlement month

    

Total number of
Shares purchased (1)

    

Weighted average
gross price per
Share (€)

    

Total number of
Shares purchased as
part of publicly
announced programs

    

Maximum number of
Shares that may yet be
purchased under the
programs (2)

January 2022

 

1,449,977

 

9.7585

 

1,449,977

 

226,870,023

February 2022

 

2,291,915

 

10.6440

 

2,291,915

 

224,578,108

March 2022

 

2,345,677

 

10.5479

 

2,345,677

 

222,232,431

April 2022

 

2,091,939

 

10.9145

 

2,091,939

 

220,140,492

May 2022

 

3,232,542

 

11.5804

 

3,232,542

 

262,773,118

June 2022

 

2,189,588

 

11.2325

 

2,189,588

 

260,583,530

July 2022

 

1,446,919

 

10.7297

 

1,446,919

 

259,136,611

August 2022

 

1,468,774

 

10.1510

 

1,468,774

 

257,667,837

September 2022

 

844,004

 

10.0811

 

844,004

 

256,823,833

October 2022

 

430,500

 

9.3186

 

430,500

 

256,393,333

November 2022

 

1,493,467

 

9.7998

 

1,493,467

 

254,899,866

December 2022

 

1,458,717

 

9.5201

 

1,458,717

 

253,441,149

Total

 

20,744,019

 

 

20,744,019

 

(1)Until May 19, 2022, under the 2021 Share buyback program approved by the Annual Shareholders' Meeting of May 18, 2021 for up to 10% of Orange’s share capital; from May 20, 2022, under the 2022 Share buyback program approved by the Annual Shareholders' Meeting of May 19, 2022 for up to 10% of Orange’s share capital for a period of 18 months.
(2)At month end.

2022 Form 20-F / ORANGE – 42

Item 16F

Change in Registrant’s Certifying Accountant

Not applicable

Item 16G

Corporate governance

Orange has endeavored to take into account the NYSE corporate governance standards as codified in section 303A of the NYSE Listed Company Manual. However, because Orange SA is not a U.S. company, most of those standards do not apply to Orange, which may choose to follow rules applicable in France.

The table below discloses the significant ways in which Orange’s corporate governance practices differ from those required for U.S. companies listed on the NYSE.

NYSE Standards

Corporate Governance Practices of Orange

Board Independence

Orange’s Board of Directors has chosen to determine the independence of its members against the criteria set out in France in the Afep-Medef Report (defined in Item 16G as “the Report”), which provides that one-third of board members should be independent. According to the criteria the Report sets out, seven members (out of the total of 15 current board members) are independent.

Orange has not tested the independence of its board members under the NYSE standards; a majority of the board may not be independent under those criteria.

The criteria against which the directors’ independence must be tested, as provided in the Report, are set forth in Section 5.2.1.2 Independent Directors on pages 406 and 407 of the 2022 Universal Registration Document, filed as Exhibit 15.1 of this document and is incorporated this section by reference.

Executive Sessions/ Communications with the Presiding Director or Non-Management Directors

French law does not require non-management directors to meet regularly without management. However, in accordance with the recommendation of the Report, the newly appointed Chairman of the Board supported a modification of the Board's Internal Guidelines in 2022 resulting in the introduction of a new requirement that meetings reserved to non-management directors be organized regularly. French law does not mandate (and Orange does not provide for) a method for interested parties to communicate with the presiding director or non-management directors.

Compensation/Nominating/ Corporate Governance Committee

Orange has a combined Governance and Corporate Environmental and Social Responsibility Committee. The Committee consists of three directors, including one independent director (according to the criteria set out in the Report). The NYSE standards provide for the implementation of two separate committees (a Nominating Committee and a Compensation Committee) composed exclusively of independent directors. In terms of internal mechanics, while the Committee has a written charter, it does not comply with all the requirements of the NYSE.

In addition, in accordance with law, the Governance and Corporate Environmental and Social Responsibility Committee is not vested with the same scope of authority and responsibilities as that available to U.S. domestic companies.  Under French law, the committees of our Board of Directors are advisory only; our Board of Directors is, pursuant to French law, the only competent body to take decisions, albeit taking into account the recommendations of the relevant committees.

Audit Committee

Orange’s Audit Committee consists of five directors including three independent directors (according to the criteria set out in the Report) and two non-independent directors.

Of those, one is a representative of the French Government and one is an employee who is not an executive officer of the Issuer. While not meeting the definition of independence set forth in Rules 10A-3 (b) (1) of the Exchange Act, as amended, they fall within the exceptions under Rule 10A-3(b)(1)(iv) (C) relating to non-executive employees and Rule 10A-3(b)(1)(iv) (E) relating to foreign government representatives. For its part, the Report recommends that two-thirds of an audit committee’s members should be independent.

The Committee is responsible for organizing the procedure for selecting the statutory auditors. It makes a recommendation to the Board of Directors regarding their choice and terms of compensation. As required by French law, the actual appointment of the statutory auditors is made by the Shareholders’ Meeting.

According to its charter, the Committee has the authority to engage advisors and determine appropriate funding for payment of compensation to an accounting firm for an audit or other service.

French corporate law provides that the Board of Directors must vote to approve a broadly defined range of related-party transactions (conventions règlementées) between the Company on the one hand and its directors and officers on the other hand, which are then presented to shareholders for approval at the next annual meeting. This legal safeguard operates in place of certain provisions of the NYSE rules.

Equity Compensation Plans

The NYSE requires a listed U.S. company to obtain prior shareholder approval for certain issuances of authorized stock and equity compensation plans when such plans are established or materially amended. Under French law, Orange must obtain shareholder approval at a Shareholders’ Meeting in order to adopt an equity compensation plan. Generally, the shareholders then delegate to the Board of Directors the authority to decide on the specific terms and conditions of the granting of equity compensation, within the limits of the shareholders' authorization. While the Company may, from time to time, obtain shareholder approval of an issuance of authorized stock or an equity compensation plans in order to obtain advantageous tax treatment or otherwise, as a general matter, we intend to follow our French home country practice, which does not require such shareholder approvals, rather than complying with these NYSE rules.

Adoption and disclosure of corporate governance guidelines

Orange has adopted corporate governance guidelines (the “Internal Guidelines”, available on its website at www.orange.com under Group/Governance/Documentation links to Governance) as required by French law. For the avoidance of doubt, the information available on our website is not incorporated by reference in this Form 20-F.

2022 Form 20-F / ORANGE – 43

NYSE Standards

Corporate Governance Practices of Orange

These corporate governance guidelines do not cover all items required by NYSE guidelines for U.S. companies.

Code of Ethics

Orange has adopted a Code of Ethics to be observed by all its directors, officers and other employees that generally meets the requirements of the NYSE.

Annual certifications

Because Orange is a “foreign private issuer” as described above, its Chief Executive Officer and its Chief Financial Officer issue the certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 on an annual basis (with the filing of its Annual Report on Form 20-F)) rather than on a quarterly basis as would be the case of a US corporation filing quarterly reports on Form 10-Q.

Item 16H

Mine Safety Disclosure

Not applicable.

Item 16I

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

2022 Form 20-F / ORANGE – 44

PART III

ITEM 17

Financial statements

Not applicable.

ITEM 18

Financial statements

The information required in this item is included in pages F-1 to F-137 attached hereto.

ITEM 19

List of exhibits

1.

Bylaws (statuts) of Orange, as amended on May 19, 2022.

2.(a)*

Form of Amended and Restated Deposit Agreement among the Depositary, owners and holders of American Depositary Shares.

2.(c)**

Indenture dated March 14, 2001 between Orange (formerly France Telecom) and, inter alia, Citibank, NA as Trustee.

8.

List of Orange’s subsidiaries: see Note 20 Main consolidated entities to the Consolidated Financial Statements at page F-134.

11.

Code of Ethics of Orange

12.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2

Certification of Deputy Chief Executive Officer acting in his capacity as Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Deputy Chief Executive Officer acting in his capacity as Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Excerpt of the pages and sections of the 2022 Universal Registration Document that form a part of this document and are incorporated by reference in certain sections of this document as specified.

15.2

Consent of Ernst & Young Audit and KPMG S.A. as auditors of Orange with respect to the financial year ended December 31, 2020

15.3

Consent of KPMG S.A. as auditor of Orange with respect to the financial years ended December 31, 2021 and 2022

15.4

Consent of Deloitte as auditor of Orange with respect to the financial years ended December 31, 2021 and 2022

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Schema Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Schema Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Schema Presentation Linkbase

104

Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

*

Incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 filed with the Securities and Exchange Commission on July 27, 2017. (https://www.sec.gov/Archives/edgar/data/1201935/000120193517000005/orangedepnrec.htm)

**

Incorporated by reference to Orange’s Annual Report on Form 20-F for the year ended December 31, 2000, as filed with the Securities and Exchange Commission on May 29, 2001.

2022 Form 20-F / ORANGE – 45

Signature

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ORANGE

/s/ Ramon Fernandez

Name:  Ramon Fernandez

Title:     Deputy Chief Executive Officer, Finance, Performance and Development

Issy-les-Moulineaux, France

March 30, 2023

2022 Form 20-F / ORANGE – 46

Table of contents

Financial statements

Consolidated income statement

F-9

Consolidated statement of comprehensive income

F-10

Consolidated statement of financial position

F-11

Consolidated statement of changes in shareholders’ equity

F-12

Analysis of changes in shareholders’ equity related to components of the other comprehensive income

F-13

Consolidated statement of cash flows

F-14

Notes to the consolidated financial statements

F-16

Note 1

Segment information

F-16

1.1

Changes in segment information

F-16

1.2

Segment revenue

F-17

1.3

Segment revenue to consolidated net income in 2022

F-19

1.4

Segment revenue to consolidated net income in 2021

F-21

1.5

Segment revenue to consolidated net income in 2020

F-23

1.6

Segment investments

F-25

1.7

Segment assets

F-27

1.8

Segment equity and liabilities

F-29

1.9

Simplified statement of cash flows on telecommunication and Mobile Financial Services activities

F-31

1.10

Definition of operating segments and performance indicators

F-34

Note 2

Description of business and basis of preparation of the consolidated financial statements

F-35

2.1

Description of business

F-35

2.2

Basis of preparation of the financial statements

F-36

2.3

New standards and interpretations applied from January 1, 2022

F-36

2.4

Standards and interpretations compulsory after December 31, 2022 with no early adoption

F-37

2.5

Accounting policies, use of judgment and estimates

F-38

Note 3

Gains and losses on disposal and main changes in scope of consolidation

F-40

3.1

Gains (losses) on disposal of fixed assets, investments and activities

F-40

3.2

Main changes in the scope of consolidation

F-40

Note 4

Sales

F-46

4.1

Revenue

F-46

4.2

Other operating income

F-48

4.3

Trade receivables

F-48

4.4

Customer contract net assets and liabilities

F-50

4.5

Other assets

F-52

Note 5

Purchases and other expenses

F-53

5.1

External purchases

F-53

5.2

Other operating expenses

F-54

5.3

Restructuring and integration costs

F-55

5.4

Equipment inventories and Broadcasting rights

F-56

5.5

Prepaid expenses

F-56

5.6

Trade payables

F-57

5.7

Other liabilities

F-57

Note 6

Employee benefits

F-58

6.1

Labor expenses

F-58

6.2

Employee benefits

F-58

6.3

Share-based compensation

F-62

6.4

Executive compensation

F-65

Note 7

Impairment losses and goodwill

F-65

7.1

Impairment losses

F-65

7.2

Goodwill

F-67

7.3

Key assumptions used to determine recoverable amounts

F-68

7.4

Sensitivity of recoverable amounts

F-69

F-1

Note 8

Fixed assets

F-72

8.1

Gains (losses) on disposal of fixed assets

F-72

8.2

Depreciation and amortization

F-72

8.3

Impairment of fixed assets

F-73

8.4

Other intangible assets

F-74

8.5

Property, plant and equipment

F-76

8.6

Fixed assets payables

F-77

8.7

Dismantling provisions

F-78

Note 9

Lease agreements

F-78

9.1

Right-of-use assets

F-79

9.2

Lease liabilities

F-80

Note 10

Taxes

F-81

10.1

Operating taxes and levies

F-81

10.2

Income taxes

F-83

10.3

Developments in tax disputes and audits

F-87

Note 11

Interests in associates and joint ventures

F-89

11.1

Change in interests in associates and joint ventures

F-89

11.2

Key figures from associates and joint ventures

F-90

11.3

Contractual commitments on interests in associates and joint ventures

F-90

Note 12

Related party transactions

F-90

Note 13

Financial assets, liabilities and financial results (telecom activities)

F-91

13.1

Financial assets and liabilities of telecom activities

F-91

13.2

Profits and losses related to financial assets and liabilities

F-92

13.3

Net financial debt

F-93

13.4

TDIRA

F-96

13.5

Bonds

F-97

13.6

Loans from development organizations and multilateral lending institutions

F-99

13.7

Financial assets

F-100

13.8

Derivatives

F-101

Note 14

Information on market risk and fair value of financial assets and liabilities (telecom activities)

F-104

14.1

Interest rate risk management

F-104

14.2

Foreign exchange risk management

F-105

14.3

Liquidity risk management

F-106

14.4

Financial ratios

F-108

14.5

Credit risk and counterparty risk management

F-108

14.6

Commodity risk management (energy contracts)

F-109

14.7

Equity market risk

F-109

14.8

Capital management

F-110

14.9

Fair value of financial assets and liabilities

F-110

Note 15

Equity

F-112

15.1

Changes in share capital

F-112

15.2

Treasury shares

F-113

15.3

Dividends

F-113

15.4

Subordinated notes

F-114

15.5

Translation adjustments

F-116

15.6

Non-controlling interests

F-117

15.7

Earnings per share

F-118

Note 16

Unrecognized contractual commitments (telecom activities)

F-119

16.1

Operating activities commitments

F-119

16.2

Consolidation scope commitments

F-122

16.3

Financing commitments

F-123

Note 17

Mobile Financial Services activities

F-123

17.1

Financial assets and liabilities of Mobile Financial Services

F-123

17.2

Information on market risk management with respect to Orange Bank activities

F-127

17.3

Orange Bank's unrecognized contractual commitments

F-131

Note 18

Litigation

F-131

Note 19

Subsequent events

F-134

Note 20

Main consolidated entities

F-134

Note 21

Decision of the IFRS IC concerning IAS 19 "Employee Benefits" on the calculation of obligations relating to certain defined benefit pension plans

F-136

Note 22

Auditors' fees

F-137

The accompanying notes form an integral part of the consolidated financial statements. The accounting policies are set out in the shaded areas of each note.

F-2

Report of independent registered public accounting firms

To the Shareholders and the Board of Directors of Orange S.A.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Orange S.A. and its subsidiaries (the “Group”) as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and in conformity with IFRS as issued by the International Accounting Standards Board.

We also have audited the adjustments to the 2020 consolidated financial statements to retrospectively apply the change in accounting with respect to the IFRS IC agenda decision concerning IAS 19 “Employee Benefits” described in Note 21. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2020 consolidated financial statements of the Group other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2020 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Group’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated March 3, 2023 expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our auditaudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

2021 Form 20-F / ORANGE – F-1

Evaluation of the goodwill other intangible assets and property, plant and equipment impairment analysesfor certain cash generating units

Description of the matter

As discussed in NotesNote 7 and 8 to the consolidated financial statements, the totalGroup has goodwill other intangible assets and property, plant and equipment balances werefor a net value of24,19223,113 million € 14,940 million and € 30,484 million respectively, as of December 31, 2021.2022. The Group performs impairment analyses with respect to these assetsits goodwill at least annually and more frequently when there is an indication of impairment. These tests are performed at the level of each cash generating unit (CGU) or group of CGUs, which generally correspond to the businessoperating segment, or to each country in the Africa and Middle East region and Europe. An impairment loss is recognized if the recoverable amount of the assets and liabilities of the CGU is lower than the carrying value. The recoverable amount is determined mostly based upon retaining the value in use. The estimate of value in use is the present value of future expected future cash flows.

The assessment of the value in use requires certain management estimates and judgments as described in Notes 2.5.2 and 7 to the consolidated financial statements, including the assessment of the competitive, political, economic and financial environment of the countries where the Group operates, the ability to achieve the operating cash flows from the business plans, the level of investments to be made and the discount rates and perpetuity growth rates used in the calculation of recoverable amounts. As discussed in Note 7.3 to the consolidated financial statements, in 2022, new business plans were prepared by management following the Group's update, during the second half of the year, of its strategic plan for the period 2023-2025.

F-3

The determination of the recoverable amounts of the Belgium, Enterprise, Spain and Romania CGUs is more sensitive, as is the margin between recoverable amount and carrying value tested, to the following management assumptions:

future expected cash flows used for the business plans. Specifically, the revenue growth rates, the EBITDAaL margin rates and the level of investments
discount rates and perpetuity growth rates applied to future expected cash flows.

We identified the evaluation of the goodwill other intangible assets and property, plant and equipment impairment analyses for those CGUs as a critical audit matter. Specifically, the assessment of the value in use required certain estimates and judgments. In particular, the assessment of 1) the competitive, economic and financial environment of certain countries in which the Group operates, 2) the ability to realize operating cash flows from strategic plans, 3) the level of investment to be made, and 4) the discount and perpetual growth rates used in calculating recoverable amounts required subjective auditor judgmentmatter due to the inherent uncertainties and forward-looking nature of suchespecially subjective auditor judgments necessary to audit these management assumptions.

How we addressed the matter in our audit

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s impairment assessment process for the above-mentioned CGUs, including controls related to the determination of the recoverable amount of the CGUs or groups of CGUs, and the development of the revenue growth rates andexpected cash flows, discount rate and perpetuity growth rate assumptions.

To assess the Group’s ability to forecast cash flows used to determine the recoverable amounts of these CGUs,  with the assistance of our valuation professionals, we compared the Group’s previous forecasts to actual results. We performed sensitivity analyses overalso compared business plans used in 2022 impairment tests with previous forecasts. We inquired of financial and operational management of the Group to gain an understanding of the significant assumptions used in the business plans. We assessed the reasonableness of the revenue growth rates, the EBITDAaL margin rates and the investments underlying the forecasted cash flows, and the discount and perpetual growth rates to assess their impact on the impairment analyses. We evaluated the Group’s forecasted revenue growth rates, by comparing the growth rate tothem against the Group’s peer companies’ analyst reports and market research reports. In addition, we involved our valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount and growth rates used in the valuations by comparing them against rate ranges that were independently developed using publicly available market data for comparable entities. We compared the data included in the models used by the Group in the determination of recoverable valuesamounts to the business plans submitted to those charged with governance. In addition, we assessed the adequacyBoard of the disclosures in Notes 7 and 8 to the consolidated financial statements.

Evaluation of the realizability of deferred tax assets associated with tax loss carryforwards

Description of the matter

As discussed in Notes 10.2.1 and 10.2.3 to the consolidated financial statements, 692 million of deferred tax assets were recognized as of December 31, 2021. The Group recognizes deferred tax assets only to the extent that it is probable that the tax entity will have sufficient future taxable profit to recover them. Unrecognized deferred tax assets amounted to 3,922 million and mainly comprised tax losses that can be carried forward indefinitely.Directors.

We identified the evaluation of the realizability of deferred tax assets associated with tax loss carryforwards as a critical audit matter. Specifically, there was a high degree of auditor judgment required to assess the Groups forecasted taxable income and feasibility and viability of the Group tax planning opportunities related to the realizability of deferred tax assets associated with tax loss carryforwards.

How we addressed the matter in our audit

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Groups deferred tax assetinvolved valuation process, including controls related to the development of assumptions and application of the relevant tax regulations in determining the forecasted taxable income. To assess the Groups ability to forecast, we compared the Groups previous forecasts by tax jurisdiction to actual results. We evaluated the Groups forecasted revenue growth rate, by comparing the growth rate to the Groups peer companies analyst reports and market research reports. We involved our tax professionals with specialized skills and knowledge, who assisted in assessingevaluating the Groups applicationmethodologies used to determine the discount and perpetuity growth rates used in the valuations and by comparing those rates against rate ranges that were independently developed using publicly available market data for comparable entities. We assessed the consistency of the relevant tax regulationsdiscount rate assumptions, based on the weighted average cost of capital per CGU, and evaluated the feasibility and viabilityreasonableness of the Groups tax-planning strategies. We compared certain assumptions that wererisk-free rates and risk premiums used by management by comparing them to evaluate the realizability of deferred tax asset with those used for asset impairment testing.underlying market data. In addition, we assessedtested the sensitivity analyses carried out by the Group and performed our own sensitivity analyses over forecasted cash flows and the discount and perpetuity growth rates to assess (1) the impact of changes in those assumptions on the impairment analyses and (2) the adequacy of the information on sensitivity disclosed in Notes 10.2.1 and 10.2.3Note 7.4 to the consolidated financial statements.

2021 Form 20-F / ORANGE – F-2

Evaluation of provisions for competitionrelated to the main legal disputes and regulatory disputestax audits in France

Description of the matter

As discussed in Notes 5.2, 5.7, 10.3 and 18 to the consolidated financial statements, the Group is involved in a number of legal disputes in Franceproceedings and abroad, including mattersadministrative actions, relating to competition, issuesregulatory and nationalcommercial matters in the telecom industry, as well as tax audits, notably with respect to value added tax and European Commission regulations. Provisions arising from these proceedings are recordedoperating taxes and levies.

The Group recognizes provisions when the Groupit has a present obligation towards a third party arising from a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, which can be quantified or estimated on a reasonable basis. A provision

As discussed in Note 18 to the consolidated financial statements, the Group recognized provisions for risk in respect of its disputes (excluding those presented in Notes 6.2 and 10.3 concerning disputes with social security and tax administrations) for 405387 million was recorded, a portion of which relates to competition and regulatory disputes involving the Group as of December 31, 2021.2022. The provisions are primarily related to legal disputes in which the Group is involved in France, of which the most significant disputes are presented individually in Note 18 to the consolidated financial statements under the paragraph headings Mobile Services, Fixed Services and Other proceedings in France (main legal disputes).

F-4

As discussed in Note 10.3 to the consolidated financial statements, Orange SA is subject to tax audits in France for the years 2017-2018 and 2019-2020 (tax audits), for which the tax adjustments notified to date total approximately 520 million, including default penalties and interest. Note 10.3 further indicates that the Group makes a best estimate of the risks related to these adjustments, the effects of which are not significant, as assessed by the Group's management.

We identified the evaluation of the provisions for competitionrelating to the main legal disputes and regulatory disputestax audits in France as a critical audit matter. Evaluating this matter required a higher degree of auditor judgment due to the nature of the estimates and assumptions, including judgments about future events and outcomes of the matters considering the inherent uncertainties as to how they may be resolved.

How we addressed the matter in our audit

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls overrelated to the Groups provision for competitionprocess to identify financial risks, and, regulatory disputes process,where appropriate, recognize provisions and prepare the related financial statement disclosures, including on risk exposure. This included controls related to the evaluation of provisions based on information from internalprovided by the legal, and tax departments and the Groups external legal counsel. We assessedinquired of the amounts recorded and/or disclosed by evaluatingGroups legal and tax departments and the Secretary General of the Group and analyzed available information, including the minutes of court hearings, to evaluate the assumptions used for determining the provisions for the main legal disputes and tax audits. We analyzed the responses received directly from the Groups internal and external legal counsel relatedsetting forth their views relating to competition and regulatory disputes.these disputes, including their likely financial consequences. We evaluatedassessed whether relevant publicly available information, including court proceedings related to competition and regulatory disputes regardingevents were considered in the Group and events subsequent to the daterecognition of the consolidatedprovisions, as well as in the financial statement of financial position. To assess the Groups ability to estimate provisions for competition and regulatory disputes, wedisclosures. We compared historical provision estimates to actual settlements. We involved tax professionals with specialized skills and knowledge who assisted in evaluating management's assessment of the risk related to the tax audits in France. In addition, we assessed the adequacy of the information disclosed in Notes 5.2, 5.7 and 18 to the consolidated financial statements.statements related to the main legal disputes and tax audits in France.

Paris-La Défense, France

March 3, 2023

/s/ KPMG Audit, a division of KPMG S.A.

Represented by Jacques Yves PIERRE

We have served as the Group‘s auditor since 2015

/s/ Deloitte & Associés

We have served as the Group‘s auditor since 2021

Paris-La Défense, France

March 3, 2022

2021 Form 20-F / ORANGE – F-3

F-5

Report of independent registered public accounting firms

To the Shareholders and Board of Directors of Orange S.A.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 2.3.1,21, the accompanying consolidated statementsstatement of financial position of Orange S.A. and its subsidiaries (the “Group”) as of December 31, 2020 and 2019,, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year periodyear then ended, December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). The 2020 and 2019 consolidated financial statements before the effects of the adjustments described in Note 2.3.121 are not presented herein. In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 2.3.1,21, present fairly, in all material respects, the financial position of the Group as of December 31, 2020 and 2019,, and the results of its operations and its cash flows for each of the years in the two-year periodyear then ended, December 31, 2020, in conformity with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and in conformity with IFRS as issued by the International Accounting Standards Board.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Note 2.3.121 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

/s/ KPMG Audit, a division of KPMG S.A.

Represented by Jacques Yves PIERRE

/s/ERNST & YOUNG Audit

We have served as the Group‘s auditor since 2015

We served as the Group‘s auditor from 1991 to 2021

Paris-La Défense, France

February 18, 2021

2021 Form 20-F / ORANGE – F-4

F-6

Consolidated financial
statements

Year ended December 31, 20212022

Graphic

Graphic

Consolidated financial statements 20212022

F-57

Significant events 20212022

ImpairmentCreation of goodwill in Spainthe new Totem business segment

French part-time for seniors planImpairment of goodwill in Romania

Significant changes in the scopeSigning of consolidation in 2021an agreement with MásMóvil

Since January 1, 2022, Totem, the Orange group’s European TowerCo, has owned and managed the passive infrastructure portfolio of mobile telecommunication towers in France and Spain. The Group has decided to present Totem as a separate business segment.

At December 31, 2022, the increase in the discount rate coupled with the downward revision of the business plan for the Romania cash-generating unit, in Spain has led to the recognition at June 30, 2021 of an impairment loss of (3,702)(789) million euros in goodwill.

On December 17, 2021, as partFollowing exclusive negotiations that began on March 8, 2022, Orange and MásMóvil signed an agreement on July 23 to combine their activities in Spain.

This combination will take the form of a 50-50 joint venture, co-controlled by each party. The Orange group would then lose exclusive control over its activities in Spain, and the renegotiation ofjoint venture would be consolidated using the intergenerational agreement, a new French part-time for seniors plan was signed in France, resultingequity method in the recognition of an employee benefit liability of 1,225 million euros.Orange group’s financial statements.

In 2021,At December 31, 2022, the Group carried out several significant transactionsconsiders that had an impact on the scope of consolidation:

Disposal of 50% of Orange Concessions shares
Disposal of 50% of Orange Polska's FiberCo shares
Acquisition of 54% of Telekom Romania Communications shares
Public share buyback offer of Orange Belgium

IFRS 5 criteria relating to discontinued operations are not met.

GraphicGraphic

Note 71.1

GraphicGraphic

Note 6.2.17.1

GraphicGraphic

Note 3.2

Consolidated financial statements 2021

F-6

Table of contents

Financial statements

Consolidated income statement

F-9

Consolidated statement of comprehensive income

F-10

Consolidated statement of financial position

F-11

Consolidated statements of changes in shareholders’ equity

F-12

Analysis of changes in shareholders’ equity related to components of the other comprehensive income

F-13

Consolidated statement of cash flows

F-14

Notes to the consolidated financial statements

F-16

Note 1

Segment information

F-16

1.1

Segment revenue

F-16

1.2

Segment revenue to consolidated net income in 2021

F-18

1.3

Segment revenue to consolidated net income in 2020

F-20

1.4

Segment revenue to consolidated net income in 2019

F-22

1.5

Segment investments

F-24

1.6

Segment assets

F-26

1.7

Segment equity and liabilities

F-28

1.8

Simplified statement of cash flows on telecommunication and Mobile Financial Services activities

F-30

1.9

Definition of operating segments and performance indicators

F-33

1.10

Change in segment information expected in 2022

F-34

Note 2

Description of business and basis of preparation of the consolidated financial statements

F-34

2.1

Description of business

F-34

2.2

Basis of preparation of the financial statements

F-35

2.3

New standards and interpretations applied from January 1, 2021

F-35

2.4

Main standards and interpretations compulsory after December 31, 2021 with no early application elected by the Group

F-37

2.5

Accounting policies, use of judgment and estimates

F-38

Note 3

Gains and losses on disposal and main changes in scope of consolidation

F-40

3.1

Gains (losses) on disposal of fixed assets, investments and activities

F-40

3.2

Main changes in the scope of consolidation

F-40

Note 4

Sales

F-45

4.1

Revenue

F-45

4.2

Other operating income

F-47

4.3

Trade receivables

F-47

4.4

Customer contract net assets and liabilities

F-49

4.5

Other assets

F-51

Note 5

Purchases and other expenses

F-52

5.1

External purchases

F-52

5.2

Other operating expenses

F-53

5.3

Restructuring and integration costs

F-54

5.4

Broadcasting rights and equipment inventories

F-55

5.5

Prepaid expenses

F-55

5.6

Trade payables

F-56

5.7

Other liabilities

F-56

Note 6

Employee benefits

F-57

6.1

Labor expenses

F-57

6.2

Employee benefits

F-57

6.3

Share-based payment

F-61

6.4

Executive compensation

F-64

Note 7

Impairment losses and goodwill

F-64

7.1

Impairment losses

F-64

7.2

Goodwill

F-65

7.3

Key assumptions used to determine recoverable amounts

F-66

7.4

Sensitivity of recoverable amounts

F-67

Consolidated financial statements 20212022

F-78

Note 8

Fixed assets

F-69

8.1

Gains (losses) on disposal of fixed assets

F-69

8.2

Depreciation and amortization

F-69

8.3

Impairment of fixed assets

F-70

8.4

Other intangible assets

F-71

8.5

Property, plant and equipment

F-73

8.6

Fixed assets payables

F-74

8.7

Dismantling provisions

F-75

Note 9

Lease agreements

F-75

9.1

Right-of-use assets

F-76

9.2

Lease liabilities

F-77

Note 10

Taxes

F-78

10.1

Operating taxes and levies

F-78

10.2

Income taxes

F-80

10.3

Developments in tax disputes and audits

F-84

Note 11

Interests in associates and joint ventures

F-86

11.1

Change in associates and joint ventures

F-86

11.2

Main figures of associates and joint ventures

F-87

11.3

Contractual commitments on interests in associates and joint ventures

F-87

Note 12

Related party transactions

F-87

Note 13

Financial assets, liabilities and financial results (telecom activities)

F-88

13.1

Financial assets and liabilities of telecom activities

F-88

13.2

Profits and losses related to financial assets and liabilities

F-89

13.3

Net financial debt

F-90

13.4

TDIRA

F-93

13.5

Bonds

F-94

13.6

Loans from development organizations and multilateral lending institutions

F-96

13.7

Financial assets

F-97

13.8

Derivatives instruments

F-98

Note 14

Information on market risk and fair value of financial assets and liabilities (telecom activities)

F-101

14.1

Interest rate risk management

F-101

14.2

Foreign exchange risk management

F-102

14.3

Liquidity risk management

F-103

14.4

Financial ratios

F-105

14.5

Credit risk and counterparty risk management

F-105

14.6

Equity market risk

F-106

14.7

Capital management

F-107

14.8

Fair value of financial assets and liabilities

F-107

Note 15

Equity

F-109

15.1

Changes in share capital

F-109

15.2

Treasury shares

F-110

15.3

Dividends

F-110

15.4

Subordinated notes

F-111

15.5

Translation adjustment

F-113

15.6

Non-controlling interests

F-114

15.7

Earnings per share

F-115

Note 16

Unrecognized contractual commitments (telecom activities)

F-116

16.1

Operating activities commitments

F-116

16.2

Consolidation scope commitments

F-119

16.3

Financing commitments

F-120

Note 17

Mobile Financial Services activities

F-120

17.1

Financial assets and liabilities of Mobile Financial Services

F-120

17.2

Information on market risk management with respect to Orange Bank activities

F-124

17.3

Orange Bank's unrecognized contractual commitments

F-128

Note 18

Litigation

F-128

Note 19

Subsequent events

F-131

Note 20

Main consolidated entities

F-131

Note 21

Auditors' fees

F-133

The accompanying notes form an integral part of the consolidated financial statements. The accounting principles are split within each note in gray areas.

Consolidated financial statements 2021

F-8

Consolidated income statement

(in millions of euros, except for per share data)

    

Note

    

2021

    

2020

    

2019

    

Note

    

2022

    

2021

    

2020

Revenue

 

4.1

 

42,522

 

42,270

 

42,238

 

4.1

 

43,471

 

42,522

 

42,270

External purchases

 

5.1

 

(17,973)

 

(17,691)

 

(17,860)

 

5.1

 

(18,732)

 

(17,973)

 

(17,691)

Other operating income

 

4.2

 

783

 

604

 

720

 

4.2

 

747

 

783

 

604

Other operating expenses

 

5.2

 

(700)

 

(789)

 

(599)

 

5.2

 

(413)

 

(700)

 

(789)

Labor expenses

 

6.1

 

(9,917)

 

(8,490)

 

(8,494)

 

6.1

 

(8,920)

 

(9,917)

 

(8,490)

Operating taxes and levies

 

10.1.1

 

(1,926)

 

(1,924)

 

(1,827)

 

10.1.1

 

(1,882)

 

(1,926)

 

(1,924)

Gains (losses) on disposal of fixed assets, investments and activities

 

3.1

 

2,507

 

228

 

277

 

3.1

 

233

 

2,507

 

228

Restructuring costs

 

5.3

 

(331)

 

(25)

 

(132)

 

5.3

 

(125)

 

(331)

 

(25)

Depreciation and amortization of fixed assets

8.2

(7,074)

(7,134)

(7,110)

8.2

(7,035)

(7,074)

(7,134)

Depreciation and amortization of financed assets

8.5

(84)

(55)

(14)

8.5

(107)

(84)

(55)

Depreciation and amortization of right-of-use assets

 

9.1

 

(1,481)

 

(1,384)

 

(1,274)

 

9.1

 

(1,507)

 

(1,481)

 

(1,384)

Reclassification of translation adjustment from liquidated entities

 

 

(0)

 

 

12

Impairment of goodwill

 

7.1

 

(3,702)

 

 

(54)

 

7.1

 

(817)

 

(3,702)

 

Impairment of fixed assets

 

8.3

 

(17)

 

(30)

 

73

 

8.3

 

(56)

 

(17)

 

(30)

Impairment of right-of-use assets

9.1

(91)

(57)

(33)

9.1

(54)

(91)

(57)

Share of profits (losses) of associates and joint ventures

 

11

 

3

 

(2)

 

8

 

11

 

(2)

 

3

 

(2)

Operating income

 

 

2,521

 

5,521

 

5,930

 

 

4,801

 

2,521

 

5,521

Cost of gross financial debt excluding financed assets

 

 

(829)

 

(1,099)

 

(1,108)

 

 

(775)

 

(829)

 

(1,099)

Interests on debts related to financed assets

(1)

(1)

(1)

(3)

(1)

(1)

Gains (losses) on assets contributing to net financial debt

 

 

(3)

 

(1)

 

5

 

 

48

 

(3)

 

(1)

Foreign exchange gain (loss)

 

 

65

 

(103)

 

76

 

 

(97)

 

65

 

(103)

Interests on lease liabilities

(120)

(120)

(129)

(145)

(120)

(120)

Other net financial expenses

 

 

106

 

11

 

15

 

 

52

 

106

 

11

Effects resulting from BT stake

 

13.7

 

 

 

(119)

Finance costs, net

 

13.2

 

(782)

 

(1,314)

 

(1,261)

 

13.2

 

(920)

 

(782)

 

(1,314)

Income taxes

 

10.2.1

 

(962)

 

848

 

(1,447)

 

10.2.1

 

(1,265)

 

(962)

 

848

Consolidated net income

 

 

778

5,055

 

3,222

 

 

2,617

778

 

5,055

Net income attributable to owners of the parent company

 

 

233

 

4,822

 

3,004

 

 

2,146

 

233

 

4,822

Non-controlling interests

 

15.6

 

545

 

233

 

218

 

15.6

 

471

 

545

 

233

Earnings per share (in euros) attributable to parent company

 

15.7

 

 

15.7

 

Net income

 

 

 

 

basic

 

 

0.00

1.72

1.03

 

 

0.73

1.72

diluted

 

 

0.00

1.71

1.02

 

 

0.73

1.71

Consolidated financial statements 20212022

F-9

Consolidated statement of comprehensive income

(in millions of euros)

    

Note

    

2021

    

2020(1)

    

2019(1)

 

    

Note

    

2022

    

2021

    

2020

 

Consolidated net income

 

  

778

 

5,055

 

3,222

 

  

2,617

 

778

 

5,055

Remeasurements of the net defined benefit liability

 

6.2

59

 

(13)

 

(62)

 

6.2

176

 

59

 

(13)

Assets at fair value

 

13.7-17.1

9

 

94

 

(25)

 

13.7-17.1

(116)

 

9

 

94

Income tax relating to items that will not be reclassified

 

10.2.2

(14)

 

1

 

18

 

10.2.2

(47)

 

(14)

 

1

Share of other comprehensive income in associates and joint ventures that will not be reclassified

 

(4)

 

 

 

 

(4)

 

Items that will not be reclassified to profit or loss (a)

 

51

 

82

 

(68)

 

13

 

51

 

82

Assets at fair value

13.7-17.1

1

1

9

13.7-17.1

4

1

1

Cash flow hedges

 

13.8.2

317

 

22

 

144

 

13.8.2

295

 

317

 

22

Translation adjustment gains and losses

 

15.5

200

 

(414)

 

78

 

15.5

(374)

 

200

 

(414)

Income tax relating to items that are or may be reclassified

 

10.2.2

(84)

 

(10)

 

(47)

 

10.2.2

(70)

 

(84)

 

(10)

Share of other comprehensive income in associates and joint ventures that are or may be reclassified

5

51

5

Items that are or may be reclassified subsequently to profit or loss (b)

 

439

 

(401)

 

184

 

(93)

 

439

 

(401)

Other consolidated comprehensive income (a) + (b)

 

490

 

(319)

 

115

 

(80)

 

490

 

(319)

Consolidated comprehensive income

 

1,267

 

4,736

 

3,339

 

2,537

 

1,267

 

4,736

Comprehensive income attributable to the owners of the parent company

 

687

 

4,578

 

3,109

 

2,050

 

687

 

4,578

Comprehensive income attributable to non-controlling interests

 

580

 

158

 

230

 

487

 

580

 

158

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

Consolidated financial statements 20212022

F-10

Consolidated statement of financial position

(in millions of euros)

December 31, 

December 31, 

December 31, 

    

    

2021

    

2020(1)

    

2019(1)

Assets

 

  

 

  

 

  

 

  

Goodwill

 

7.2

 

24,192

 

27,596

 

27,644

Other intangible assets

 

8.4

 

14,940

 

15,135

 

14,737

Property, plant and equipment

 

8.5

 

30,484

 

29,075

 

28,423

Right-of-use assets

9.1

7,702

7,009

6,700

Interests in associates and joint ventures

 

11

 

1,440

 

98

 

103

Non-current financial assets related to Mobile Financial Services activities

 

17.1

 

900

 

1,210

 

1,259

Non-current financial assets

 

13.1

 

950

 

1,516

 

1,208

Non-current derivatives assets

 

13.1

 

683

 

132

 

562

Other non-current assets

 

4.5

 

254

 

136

 

125

Deferred tax assets

 

10.2.3

 

692

 

674

 

940

Total non-current assets

 

 

82,236

 

82,582

 

81,701

Inventories

 

5.4

 

952

 

814

 

906

Trade receivables

 

4.3

 

6,029

 

5,620

 

5,320

Other customer contract assets

4.4

1,460

1,236

1,209

Current financial assets related to Mobile Financial Services activities

 

17.1

 

2,381

 

2,075

 

3,095

Current financial assets

 

13.1

 

2,313

 

3,259

 

4,766

Current derivatives assets

 

13.1

 

7

 

162

 

12

Other current assets

 

4.5

 

1,875

 

1,701

 

1,258

Operating taxes and levies receivables

 

10.1.2

 

1,163

 

1,104

 

1,090

Current taxes assets

 

10.2.3

 

181

 

128

 

120

Prepaid expenses

 

5.5

 

851

 

850

 

730

Cash and cash equivalents

 

13.1

 

8,621

 

8,145

 

6,481

Total current assets

 

  

 

25,834

 

25,094

 

24,987

Total assets

 

  

 

108,071

 

107,676

 

106,689

Equity and liabilities

 

  

 

  

 

  

Share capital

 

10,640

 

10,640

 

10,640

Share premiums and statutory reserve

 

16,859

 

16,859

 

16,859

Subordinated notes

 

5,497

 

5,803

 

5,803

Retained earnings

 

(656)

 

1,255

 

(1,428)

Equity attributable to the owners of the parent company

 

32,341

 

34,557

 

31,875

Non-controlling interests

 

3,020

 

2,643

 

2,687

Total equity

 

15

35,361

 

37,200

 

34,561

Non-current financial liabilities

 

13.1

31,922

 

30,089

 

33,148

Non-current derivatives liabilities

 

13.1

220

 

844

 

487

Non-current lease liabilities

9.2

6,696

5,875

5,593

Non-current fixed assets payables

 

8.6

1,370

 

1,291

 

817

Non-current financial liabilities related to Mobile Financial Services activities

 

17.1

0

 

 

Non-current employee benefits

 

6.2

2,798

 

1,984

 

2,353

Non-current dismantling provisions

 

8.7

876

 

885

 

812

Non-current restructuring provisions

 

5.3

61

 

53

 

96

Other non-current liabilities

 

5.7

306

 

307

 

353

Deferred tax liabilities

 

10.2.3

1,185

 

855

 

703

Total non-current liabilities

 

45,434

 

42,182

 

44,360

Current financial liabilities

 

13.1

3,421

 

5,170

 

3,925

Current derivatives liabilities

 

13.1

124

 

35

 

22

Current lease liabilities

9.2

1,369

1,496

1,339

Current fixed assets payables

 

8.6

3,111

 

3,349

 

2,848

Trade payables

 

5.6

6,738

 

6,475

 

6,682

Customer contract liabilities

4.4

2,512

1,984

2,093

Current financial liabilities related to Mobile Financial Services activities

 

17.1

3,161

 

3,128

 

4,279

Current employee benefits

 

6.2

2,316

 

2,192

 

2,261

Current dismantling provisions

 

8.7

21

 

16

 

15

Current restructuring provisions

 

5.3

124

 

64

 

120

Other current liabilities

 

5.7

2,338

 

2,267

 

2,095

Operating taxes and levies payables

 

10.1.2

1,436

 

1,279

 

1,287

Current taxes payables

 

10.2.3

425

 

673

 

748

Deferred income

 

180

 

165

 

51

Total current liabilities

 

27,276

 

28,294

 

27,767

Total equity and liabilities

 

108,071

 

107,676

 

106,689

(in millions of euros)

Note

December 31, 

December 31, 

December 31, 

    

    

2022

    

2021

    

2020

Assets

 

  

 

  

 

  

 

  

Goodwill

 

7.2

 

23,113

 

24,192

 

27,596

Other intangible assets

 

8.4

 

14,946

 

14,940

 

15,135

Property, plant and equipment

 

8.5

 

31,640

 

30,484

 

29,075

Right-of-use assets

9.1

7,936

7,702

7,009

Interests in associates and joint ventures

 

11

 

1,486

 

1,440

 

98

Non-current financial assets related to Mobile Financial Services activities

 

17.1

 

656

 

900

 

1,210

Non-current financial assets

 

13.1

 

977

 

950

 

1,516

Non-current derivatives assets

 

13.1

 

1,458

 

683

 

132

Other non-current assets

 

4.5

 

216

 

254

 

136

Deferred tax assets

 

10.2.3

 

421

 

692

 

674

Total non-current assets

 

 

82,847

 

82,236

 

82,582

Inventories

 

5.4

 

1,048

 

952

 

814

Trade receivables

 

4.3

 

6,305

 

6,029

 

5,620

Other customer contract assets

4.4

1,570

1,460

1,236

Current financial assets related to Mobile Financial Services activities

 

17.1

 

2,742

 

2,381

 

2,075

Current financial assets

 

13.1

 

4,541

 

2,313

 

3,259

Current derivatives assets

 

13.1

 

112

 

7

 

162

Other current assets

 

4.5

 

2,217

 

1,875

 

1,701

Operating taxes and levies receivables

 

10.1.2

 

1,265

 

1,163

 

1,104

Current taxes assets

 

10.2.3

 

149

 

181

 

128

Prepaid expenses

 

5.5

 

851

 

851

 

850

Cash and cash equivalents

 

13.1

 

6,004

 

8,621

 

8,145

Total current assets

 

  

 

26,803

 

25,834

 

25,094

Total assets

 

  

 

109,650

 

108,071

 

107,676

Equity and liabilities

 

  

 

  

 

  

Share capital

 

10,640

 

10,640

 

10,640

Share premiums and statutory reserve

 

16,859

 

16,859

 

16,859

Subordinated notes

 

4,950

 

5,497

 

5,803

Retained earnings

 

(666)

 

(656)

 

1,255

Equity attributable to the owners of the parent company

 

31,784

 

32,341

 

34,557

Non-controlling interests

 

3,172

 

3,020

 

2,643

Total equity

 

15

34,956

 

35,361

 

37,200

Non-current financial liabilities

 

13.1

31,930

 

31,922

 

30,089

Non-current derivatives liabilities

 

13.1

397

 

220

 

844

Non-current lease liabilities

9.2

6,901

6,696

5,875

Non-current fixed assets payables

 

8.6

1,480

 

1,370

 

1,291

Non-current financial liabilities related to Mobile Financial Services activities

 

17.1

82

 

 

Non-current employee benefits

 

6.2

2,567

 

2,798

 

1,984

Non-current dismantling provisions

 

8.7

670

 

876

 

885

Non-current restructuring provisions

 

5.3

43

 

61

 

53

Other non-current liabilities

 

5.7

276

 

306

 

307

Deferred tax liabilities

 

10.2.3

1,124

 

1,185

 

855

Total non-current liabilities

 

45,471

 

45,434

 

42,182

Current financial liabilities

 

13.1

4,702

 

3,421

 

5,170

Current derivatives liabilities

 

13.1

51

 

124

 

35

Current lease liabilities

9.2

1,509

1,369

1,496

Current fixed assets payables

 

8.6

3,101

 

3,111

 

3,349

Trade payables

 

5.6

7,067

 

6,738

 

6,475

Customer contract liabilities

4.4

2,579

2,512

1,984

Current financial liabilities related to Mobile Financial Services activities

 

17.1

3,034

 

3,161

 

3,128

Current employee benefits

 

6.2

2,418

 

2,316

 

2,192

Current dismantling provisions

 

8.7

26

 

21

 

16

Current restructuring provisions

 

5.3

119

 

124

 

64

Other current liabilities

 

5.7

2,526

 

2,338

 

2,267

Operating taxes and levies payables

 

10.1.2

1,405

 

1,436

 

1,279

Current taxes payables

 

10.2.3

538

 

425

 

673

Deferred income

 

149

 

180

 

165

Total current liabilities

 

29,223

 

27,276

 

28,294

Total equity and liabilities

 

109,650

 

108,071

 

107,676

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

Consolidated financial statements 20212022

F-11

Consolidated statementsstatement of changes in shareholders’ equity

(in millions of euros)

Attributable to owners of the parent company

Attributable to non-controlling interests

Total

Attributable to owners of the parent company

Attributable to non-controlling interests

Total

Number of

Share

Share

Subor-

Reserves

Other

Total

    

Reserves

Other

Total

equity

Number of

Share

Share

Subor-

Reserves

Other

Total

    

Reserves

Other

Total

equity

issued shares

capital

premiums

dinated

compre-

compre-

issued shares

capital

premiums

dinated

compre-

compre-

and

notes

hensive

hensive

and

notes

hensive

hensive

statutory

income

income

statutory

income

income

    

    

    

    

reserve

    

    

    

    

    

    

    

 

    

    

    

    

reserve

    

    

    

    

    

    

    

 

Balance as of January 1, 2019

2,660,056,599

10,640

16,859

5,803

(2,060)

(571)

30,671

2,357

223

2,580

33,251

Effect of the application of the IFRC IC decision on IAS 19(1)

114

114

114

Balance as of January 1, 2019 after restatement(1)

2,660,056,599

10,640

16,859

5,803

(1,946)

(571)

30,785

2,357

223

2,580

33,365

Consolidated comprehensive income(1)

3,004

104

3,109

218

11

230

3,339

Balance as of January 1, 2020

2,660,056,599

10,640

16,859

5,803

(961)

(467)

31,875

2,452

234

2,687

34,561

Consolidated comprehensive income

4,822

(244)

4,578

233

(75)

158

4,736

Share-based compensation

 

6.3

 

 

 

 

 

16

 

 

16

 

7

 

 

7

 

23

Purchase of treasury shares

 

15.2

 

 

 

 

 

7

 

 

7

 

 

 

 

7

Dividends

 

15.3

 

 

 

 

 

(1,595)

 

 

(1,595)

 

(225)

 

 

(225)

 

(1,820)

Issues and purchases of subordinated notes

15.4

(12)

(12)

(12)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(258)

 

 

(258)

 

 

 

 

(258)

Changes in ownership interests with no gain/loss of control

3.2

(21)

(21)

19

19

(2)

Other movements

 

 

 

 

 

 

(33)

 

 

(33)

 

(2)

 

 

(2)

 

(35)

Balance as of December 31, 2020

2,660,056,599

10,640

16,859

5,803

1,966

(711)

34,557

2,484

159

2,643

37,200

Consolidated comprehensive income

 

 

 

 

 

 

233

 

454

 

687

 

545

 

36

 

580

 

1,267

Share-based compensation

 

6.3

 

 

 

 

 

165

 

 

165

 

6

 

 

6

 

171

Purchase of treasury shares

 

15.2

 

 

 

 

 

(179)

 

 

(179)

 

 

 

 

(179)

Dividends

 

15.3

 

 

 

 

 

(2,127)

 

 

(2,127)

 

(218)

 

 

(218)

 

(2,345)

Issues and purchases of subordinated notes

15.4

(306)

(6)

(311)

(311)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(238)

 

 

(238)

 

 

 

 

(238)

Changes in ownership interests with no gain/loss of control(1)

 

3.2

 

 

 

 

 

(185)

 

 

(185)

 

(213)

 

 

(213)

 

(398)

Changes in ownership interests with gain/loss of control(2)

 

3.2

 

 

 

 

 

 

 

 

249

 

 

249

 

249

Other movements

 

 

 

 

 

 

(28)

 

 

(28)

 

(28)

 

 

(28)

 

(55)

Balance as of December 31, 2021

2,660,056,599

10,640

 

16,859

 

5,497

(399)

 

(257)

32,341

2,825

195

3,020

35,361

Consolidated comprehensive income

 

 

 

 

 

 

2,146

 

(96)

 

2,050

 

471

 

16

 

487

 

2,537

Share-based compensation

 

6.1

 

 

 

 

 

52

 

 

52

 

3

 

 

3

 

55

 

6.3

 

 

 

 

 

11

 

 

11

 

3

 

 

3

 

14

Purchase of treasury shares

 

15.2

 

 

 

 

 

(34)

 

 

(34)

 

 

 

 

(34)

 

15.2

 

 

 

 

 

(7)

 

 

(7)

 

 

 

 

(7)

Dividends

 

15.3

 

 

 

 

 

(1,857)

 

 

(1,857)

 

(248)

 

 

(248)

 

(2,105)

 

15.3

 

 

 

 

 

(1,861)

 

 

(1,861)

 

(328)

 

 

(328)

 

(2,189)

Issues and purchases of subordinated notes

15.4

0

(81)

(81)

(81)

15.4

(547)

51

(496)

(496)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(297)

 

 

(297)

 

 

 

 

(297)

 

15.4

 

 

 

 

 

(215)

 

 

(215)

 

 

 

 

(215)

Changes in ownership interests with no gain/loss of control

3.2

4

4

1

1

5

 

3.2

 

 

 

 

 

(10)

 

 

(10)

 

 

 

 

(10)

Changes in ownership interests with gain/loss of control

3.2

2

2

2

 

3.2

 

 

 

 

 

 

 

 

 

 

 

Other movements(2)

 

 

 

 

 

 

195

 

 

195

 

119

 

 

119

 

314

Balance as of December 31, 2019(1)

2,660,056,599

10,640

16,859

5,803

(961)

(467)

31,875

2,452

234

2,687

34,561

Consolidated comprehensive income(1)

 

 

 

 

 

 

4,822

 

(244)

 

4,578

 

233

 

(75)

 

158

 

4,736

Share-based compensation

 

6.1

 

 

 

 

 

16

 

 

16

 

7

 

 

7

 

23

Purchase of treasury shares

 

15.2

 

 

 

 

 

7

 

 

7

 

 

 

 

7

Dividends

 

15.3

 

 

 

 

 

(1,595)

 

 

(1,595)

 

(225)

 

 

(225)

 

(1,820)

Issues and purchases of subordinated notes

15.4

0

(12)

(12)

(12)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(258)

 

 

(258)

 

 

 

 

(258)

Changes in ownership interests with no gain/loss of control

 

3.2

 

 

 

 

 

(21)

 

 

(21)

 

19

 

 

19

 

(2)

Other movements

 

 

 

 

 

 

(33)

 

 

(33)

 

(2)

 

 

(2)

 

(35)

 

 

 

 

 

 

(29)

 

 

(29)

 

(10)

 

 

(10)

 

(39)

Balance as of December 31, 2020(1)

2,660,056,599

10,640

 

16,859

 

5,803

1,966

 

(711)

34,557

2,484

159

2,643

37,200

Consolidated comprehensive income

 

 

 

 

 

 

233

 

454

 

687

 

545

 

36

 

580

 

1,267

Share-based compensation

 

6.1

 

 

 

 

 

165

 

 

165

 

6

 

 

6

 

171

Purchase of treasury shares

 

15.2

 

 

 

 

 

(179)

 

 

(179)

 

 

 

 

(179)

Dividends

 

15.3

 

 

 

 

 

(2,127)

 

 

(2,127)

 

(218)

 

 

(218)

 

(2,345)

Issues and purchases of subordinated notes

15.4

(306)

(6)

(311)

(311)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(238)

 

 

(238)

 

 

 

 

(238)

Changes in ownership interests with no gain/loss of control(3)

 

3.2

 

 

 

 

 

(185)

 

 

(185)

 

(213)

 

 

(213)

 

(398)

Changes in ownership interests with gain/loss of control(4)

 

3.2

 

 

 

 

 

 

 

 

249

 

 

249

 

249

Other movements

 

 

 

 

 

 

(28)

 

 

(28)

 

(28)

 

 

(28)

 

(55)

Balance as of December 31, 2021

 

 

2,660,056,599

 

10,640

 

16,859

 

5,497

 

(399)

 

(257)

 

32,341

 

2,825

 

195

 

3,020

 

35,361

Balance as of December 31, 2022

 

 

2,660,056,599

 

10,640

 

16,859

 

4,950

 

(313)

 

(353)

 

31,784

 

2,960

 

211

 

3,172

 

34,956

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1)
(2)Including in 2019 the effect of the cancellation of the promise to buy (put option) of the Orange Bank equity.
(3)Including the partial buyoutbuy-out of non controllingminority interests in Orange Belgium and the full buyoutbuy-out of non controllingminority interests in Orange Bank (see Note 3.2).
(4)(2)Related to the takeover of Telekom Romania Communications (see Note 3.2).

Consolidated financial statements 20212022

F-12

Analysis of changes in shareholders’ equity related to components of the other comprehensive income

(in millions of euros)

Attributable to owners of the parent company

Attributable to non-controlling interests

Total

Assets at

Hedging

Translation

Actuarial

Deferred

Other

Total

Assets at

Hedging

Translation

Actuarial

Deferred

Total

other

fair value

instruments

adjustment

gains

tax(2)

compre-

fair value

instruments

adjustment

gains

tax

compre-

 

 

and

 

hensive

 

 

and

 

hensive

    

    

    

    

losses(2)

    

    

income

    

    

    

    

    

losses

    

    

    

income

 

 

 

 

 

of associates

 

 

 

 

 

 

 

 

 

and joint

 

 

 

 

 

 

  

  

  

  

  

  

ventures(3)

  

  

  

  

  

  

  

  

 

Balance as of January 1, 2019

(10)

(264)

15

(504)

232

(40)

(571)

(4)

(3)

237

(8)

1

223

(348)

Variation(1)

(18)

147

64

(60)

(29)

104

3

(3)

14

(2)

(1)

11

116

Balance as of December 31, 2019

(28)

(117)

78

(563)

203

(40)

(467)

(2)

(6)

251

(10)

1

234

(233)

Variation(1)

 

95

 

18

 

(334)

 

(15)

 

(8)

 

0

 

(244)

 

(1)

 

4

 

(80)

 

2

 

(0)

 

(75)

 

(319)

Balance as of December 31, 2020

68

(98)

(256)

(579)

195

(40)

(711)

(3)

(2)

171

(8)

0

159

(552)

Variation(1)

 

11

 

318

 

160

 

63

 

(98)

 

1

 

454

 

0

 

(1)

 

40

 

(4)

 

(0)

 

36

 

490

Balance as of December 31, 2021

 

78

 

220

 

(96)

 

(516)

 

97

 

(39)

 

(257)

 

(3)

 

(3)

 

212

 

(11)

 

1

 

195

 

(62)

(in millions of euros)

Attributable to owners of the parent company

Attributable to non-controlling interests

Total

Assets at

Hedging

Translation

Actuarial

Deferred

Other

Total

Assets at

Hedging

Translation

Actuarial

Deferred

Other

Total

other

fair value

instruments

adjustment

gains

tax

compre-

fair value

instruments

adjustment

gains

tax

compre-

compre-

 

 

and

 

hensive

 

 

and

hensive

 

hensive

    

    

    

    

losses

    

    

income

    

    

    

    

    

losses

    

    

income

    

income

 

 

 

 

 

of associates

 

 

of associates

 

 

 

 

 

 

 

and joint

 

 

 

 

 

and joint

 

  

  

  

  

  

  

ventures

  

  

  

  

  

  

  

ventures

  

 

Balance as of January 1st, 2020

(28)

(117)

78

(563)

203

(40)

(467)

(2)

(6)

251

(10)

1

234

(233)

Variation(1)

95

18

(334)

(15)

(8)

(244)

(1)

4

(80)

2

(75)

(319)

Balance as of December 31, 2020

68

(98)

(256)

(579)

195

(40)

(711)

(3)

(2)

171

(8)

159

(552)

Variation(1)

 

11

 

318

 

160

 

63

 

(98)

 

1

 

454

 

 

(1)

 

40

 

(4)

 

 

36

 

490

Balance as of December 31, 2021

78

220

(96)

(516)

97

(39)

(257)

(3)

(3)

212

(11)

1

195

(62)

Variation(1)

 

(111)

 

267

 

(360)

 

179

 

(112)

 

42

 

(96)

 

 

28

 

(14)

 

(3)

 

(4)

 

9

16

 

(80)

Balance as of December 31, 2022

 

(33)

 

487

 

(455)

 

(337)

 

(16)

 

3

 

(353)

 

(4)

 

25

 

198

 

(14)

 

(4)

 

9

211

 

(142)

(1)Including in 20212022 a variation of 317363 million euros related to hedging instruments (of which 319187 million euros of hedging in USDAmerican dollar and GBPpound sterling held by Orange SA), an actuarial gain of 176 million euros mainly related to the increase in discount rates and a variationforeign exchange loss of 200(374) million euros relatedmainly due to translation adjustments (impact spread on multiple currencies)the depreciation of the Egyptian pound.

Including in 2021 a variation of 317 million euros related to hedging instruments (of which 319 million euros of hedging in American dollar and pound sterling held by Orange SA) and a variation of 200 million euros related to translation adjustments (impact spread on multiple currencies).

Including in 2020 a variation of (414) million euros of translation adjustments and a variation of 94 million euros related to assets at fair valuevalue.

Including in 2019 a variation of 144 million euros related to hedging instruments and a variation of (62) million euros related to actuarial gains and losses

(2)2019 and 2020 figures have been restated for the IFRS IC decision relating to the calculation of the obligations of some pension plans (see Note 2.3.1).
(3)Amounts excluding translation adjustment.

Consolidated financial statements 20212022

F-13

Consolidated statement of cash flows

(in millions of euros)

    

Note

    

2021

    

2020

    

2019

 

    

Note

    

2022

    

2021

    

2020

 

Operating activities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Consolidated net income

 

 

778

 

5,055

 

3,222

 

 

2,617

 

778

 

5,055

Non-monetary items and reclassified items for presentation

 

 

14,592

 

10,310

 

12,221

 

 

13,298

 

14,592

 

10,310

Operating taxes and levies

10.1.1

1,926

1,924

1,827

10.1.1

1,882

1,926

1,924

Gains (losses) on disposal of fixed assets, investments and activities

 

3.1

 

(2,507)

 

(228)

 

(277)

 

3.1

 

(233)

 

(2,507)

 

(228)

Other gains and losses

(28)

(23)

(9)

(22)

(28)

(23)

Depreciation and amortization of fixed assets

 

8.2

7,074

 

7,134

 

7,110

 

8.2

7,035

 

7,074

 

7,134

Depreciation and amortization of financed assets

8.5

84

55

14

8.5

107

84

55

Depreciation and amortization of right-of-use assets

9.1

1,481

1,384

1,275

9.1

1,507

1,481

1,384

Changes in provisions

 

4-5-6-8

 

803

 

(504)

 

(484)

 

4-5-6-8

 

(133)

 

803

 

(504)

Reclassification of cumulative translation adjustment from liquidated entities

 

0

 

 

(12)

Impairment of goodwill

 

7.1

 

3,702

 

 

54

 

7.1

 

817

 

3,702

 

Impairment of fixed assets

 

8.3

 

17

 

30

 

(73)

 

8.3

 

56

 

17

 

30

Impairment of right-of-use assets

9.1

91

57

33

9.1

54

91

57

Share of profits (losses) of associates and joint ventures

 

11

 

(3)

 

2

 

(8)

 

11

 

2

 

(3)

 

2

Operational net foreign exchange and derivatives

 

 

30

 

(11)

 

9

 

 

28

 

30

 

(11)

Finance costs, net

 

13.2

 

782

 

1,314

 

1,261

 

13.2

 

920

 

782

 

1,314

Income tax

 

10.2.1

 

962

 

(848)

 

1,447

 

10.2.1

 

1,265

 

962

 

(848)

Share-based compensation

 

 

179

 

23

 

55

 

 

14

 

179

 

23

Changes in working capital and operating banking activities(1)

 

 

(177)

 

(640)

 

(934)

 

 

(792)

 

(177)

 

(640)

Decrease (increase) in inventories, gross

 

 

(126)

 

72

 

69

 

 

(108)

 

(126)

 

72

Decrease (increase) in trade receivables, gross

 

 

64

 

(488)

 

(45)

 

 

(289)

 

64

 

(488)

Increase (decrease) in trade payables

 

 

36

 

(122)

 

(85)

 

 

297

 

36

 

(122)

Changes in other customer contract assets and liabilities

 

 

140

 

(41)

 

(60)

 

 

(26)

 

140

 

(41)

Changes in other assets and liabilities (2)

 

 

(292)

 

(62)

 

(813)

 

 

(666)

 

(292)

 

(62)

Other net cash out

 

 

(3,956)

 

(2,028)

 

(4,319)

 

 

(3,888)

 

(3,956)

 

(2,028)

Operating taxes and levies paid

 

 

(1,880)

 

(1,929)

 

(1,939)

 

 

(1,906)

 

(1,880)

 

(1,929)

Dividends received

 

 

12

6

17

 

 

13

12

6

Interest paid and interest rates effects on derivatives, net (3)

 

 

(1,134)

 

(1,264)

 

(1,318)

 

 

(963)

 

(1,134)

 

(1,264)

Tax dispute for fiscal years 2005-2006

 

 

 

2,246

 

 

 

 

 

2,246

Income tax paid excluding the effect of the tax litigation for years 2005-2006

 

 

(954)

 

(1,086)

 

(1,079)

Income tax paid excluding the effect of the tax litigation for years 2005 - 2006

 

 

(1,033)

 

(954)

 

(1,086)

Net cash provided by operating activities (a)

 

 

11,236

 

12,697

 

10,190

 

 

11,235

 

11,236

 

12,697

Investing activities

 

 

  

 

  

 

 

 

  

Purchases and sales of property, plant and equipment and intangible assets

 

 

(8,580)

(7,176)

 

(7,582)

 

 

(8,282)

(8,580)

 

(7,176)

Purchases of property, plant and equipment and intangible assets (4)

 

8.4-8.5

 

(8,749)

(8,546)

 

(8,422)

 

8.4-8.5

 

(8,777)

(8,749)

 

(8,546)

Increase (decrease) in fixed assets payables

 

 

(72)

958

 

179

 

 

170

(72)

 

958

Investing donations received in advance

24

39

32

1

24

39

Sales of property, plant and equipment and intangible assets (5)

217

374

628

324

217

374

Cash paid for investment securities, net of cash acquired

 

 

(211)

(49)

 

(559)

 

3.2

 

(58)

(211)

 

(49)

Telekom Roumania Communications

3.2

(206)

SecureLink

(371)

SecureData

(95)

Telekom Romania Communications

11

(206)

Other

 

 

(5)

 

(49)

 

(93)

 

 

(68)

 

(5)

 

(49)

Investments in associates and joint ventures

 

 

(3)

 

(7)

 

(2)

 

 

(10)

 

(3)

 

(7)

Purchases of equity securities measured at fair value

 

 

(76)

 

(67)

 

(44)

Purchases of investment securities measured at fair value

 

 

(34)

 

(76)

 

(67)

Proceeds from sales of investment securities, net of cash transferred

891

1

(16)

3.2

12

891

1

Swiatłowod Inwestycje Sp. z o.o (FiberCo in Poland)

18

132

Orange Concessions

3.2

758

(8)

758

Swiatłowod Inwestycje Sp. z o.o (FiberCo in Poland)

3.2

132

Sales of BT

13.7

543

Other

2

Other proceeds from sales of investment securities at fair value

 

 

95

 

18

 

1

 

 

5

 

95

 

18

Decrease (increase) in securities and other financial assets

 

 

1,908

1,716

(1,711)

 

 

(2,081)

1,908

1,716

Investments at fair value, excluding cash equivalents

 

 

936

 

1,568

 

(2,025)

 

 

(2,256)

 

936

 

1,568

Other(6)

 

 

972

 

148

 

314

 

 

175

 

972

 

148

Net cash used in investing activities (b)

 

 

(5,976)

 

(5,564)

 

(9,370)

 

 

(10,448)

 

(5,976)

 

(5,564)

Consolidated financial statements 20212022

F-14

(in millions of euros)

    

Note

    

2021

    

2020

    

2019

    

Note

    

2022

    

2021

    

2020

Financing activities

Medium and long-term debt issuances

 

13.5-13.6

 

2,523

 

2,694

 

8,351

 

13.5-13.6

 

1,809

 

2,523

 

2,694

Medium and long-term debt redemptions and repayments(7)

 

13.5-13.6

 

(4,572)

 

(3,476)

 

(4,650)

 

13.5-13.6

 

(1,088)

 

(4,572)

 

(3,476)

Repayments of lease liabilities

(1,625)

(1,398)

(1,429)

9.2

(1,519)

(1,625)

(1,398)

Increase (decrease) of bank overdrafts and short-term borrowings

 

 

1,143

 

(413)

 

(945)

 

 

(400)

 

1,143

 

(413)

o/w redemption of subordinated notes reclassified in 2019 as short-term borrowings

15.4

(500)

15.4

(500)

Decrease (increase) of cash collateral deposits

 

 

988

 

(747)

��

590

 

 

771

 

988

 

(747)

Exchange rates effects on derivatives, net

 

 

201

 

37

 

26

 

 

(91)

 

201

 

37

Subordinated notes issuances (purchases) and other related fees

 

15.4

 

(311)

 

(12)

 

419

 

15.4

 

(451)

 

(311)

 

(12)

Coupon on subordinated notes

 

15.4

 

(238)

 

(280)

 

(276)

 

15.4

 

(213)

 

(238)

 

(280)

Proceeds (purchases) treasury shares

 

15.2

 

(199)

 

7

 

(34)

 

15.2

 

14

 

(199)

 

7

o/w employee share offering (Orange Together 2021)

 

6.3

 

(188)

 

 

 

6.3

 

20

 

(188)

 

o/w Orange Vision 2020 free share award plan

(27)

Capital increase (decrease) - non-controlling interests

5

2

79

5

2

Changes in ownership interests with no gain / loss of control

 

 

(403)

 

(3)

 

(7)

 

 

(11)

 

(403)

 

(3)

Dividends paid to owners of the parent company

 

15.3

 

(2,127)

 

(1,595)

 

(1,857)

 

15.3

 

(1,861)

 

(2,127)

 

(1,595)

Dividends paid to non-controlling interests

15.6

(218)

(226)

(243)

15.6

(304)

(218)

(226)

Net cash used in financing activities (c)

 

  

 

(4,834)

 

(5,410)

 

24

 

  

 

(3,343)

 

(4,834)

 

(5,410)

Net change in cash and cash equivalents (a) + (b) + (c)

 

 

427

 

1,724

 

844

 

 

(2,556)

 

427

 

1,724

Net change in cash and cash equivalents

 

  

 

 

 

  

 

  

 

 

 

Cash and cash equivalents in the opening balance

8,145

6,481

5,634

8,621

8,145

6,481

Cash change in cash and cash equivalents

 

  

 

427

 

1,724

 

844

 

  

 

(2,556)

 

427

 

1,724

Non-cash change in cash and cash equivalents

 

  

 

50

 

(59)

 

3

 

  

 

(61)

 

50

 

(59)

o/w effect of exchange rates changes and other non-monetary effects

50

(59)

3

(61)

50

(59)

Cash and cash equivalents in the closing balance

 

  

 

8,621

 

8,145

 

6,481

 

  

 

6,004

 

8,621

 

8,145

(1)Operating banking activities mainly include transactions with customers and credit institutions. They are presented in changes in other assets and liabilities.
(2)Excluding operating tax receivables and payables.
(3)Including interests paid on lease liabilities for (141) million euros in 2022, (120) million euros in 2021 and (131) million euros in 2020 and (104) million euros in 2019 and interests paid on financed asset liabilities for (3) million euros in 2022 and (1) million euroeuros in 2021 2020 and 2019.2020.
(4)Acquisitions of financed assets for 229 million euros in 2022, 40 million euros in 2021 and 241 million euros in 2020 and 144 million euros in 2019 have no effect toon the net cash used in investing activities.
(5)Including proceeds from sale and lease-back transactions for 14 million euros in 2022, 10 million euros in 2021 and 227 million euros in 2020 and 381 million euros in 2019.2020.
(6)Includes the reimbursement in 2021 of loans granted to Orange Concessions and its subsidiaries for approximately 663 million euros, of which 620 million euros reimbursed by Orange Concessions and 43 million euros by the HIN consortium (see Note 3.2), the reimbursement in 2020 of 97 million euros received by Orange in the context of the dispute with Digicel (see Note 18). In 2019, mainly included net repayments of debt securities of Orange Bank for 277 million euros.
(7)Including TDIRA buy-backs in 2020 (see Note 13.4).

Consolidated financial statements 20212022

F-15

Note 1    Segment information

1.1Changes in segment information

In February 2021, Orange announced the creation of Totem, a European TowerCo that operates a tower portfolio consisting of approximately 27,000 sites in France and Spain at December 31, 2022. The TowerCo’s entry into the operational phase resulted in a change in internal reporting by management, and the segment information now presented reflects the Group’s decision to present Totem as a separate segment. This change has also modified the composition of the France and Spain cash-generating units (CGUs). The goodwill initially assigned to the France and Spain CGUs was thus partially reassigned to the Totem CGU, i.e. 1,624 million euros, based on the expected future cash flows of the transferred activity.

Consolidated financial statements 2022

F-16

Note 1    Segment information

1.11.2    Segment revenue

(in millions of euros)

  

France

  

  

  

France(1)

  

Europe

Other

Eliminations

Spain(1)

Other

Eliminations

    

    

Spain

    

European

    

Europe

    

    

    

European

    

Europe

countries

countries(3)

December 31, 2022

Revenue(4)

 

17,983

 

4,647

6,329

 

(14)

Convergence services

 

4,857

 

1,870

959

 

Mobile-only services

 

2,332

 

790

2,079

 

Fixed-only services

 

3,787

(7)

436

783

 

IT & integration services

 

 

41

430

 

Wholesale

 

4,938

 

878

964

 

(14)

Equipment sales

1,323

632

927

Other revenue

746

1

185

External

 

17,238

 

4,586

6,219

 

Inter-operating segments

 

745

 

61

109

 

(14)

December 31, 2021

 

 

 

Revenue(3)

 

18,092

 

4,720

5,870

 

(11)

Convergent services

 

4,697

 

1,870

850

 

Revenue(4)

 

18,092

 

4,720

5,870

 

(11)

Convergence services

 

4,697

 

1,870

850

 

Mobile-only services

 

2,276

 

880

2,007

 

 

2,276

 

880

2,007

 

Fixed-only services

 

3,872

(4)

435

652

 

 

3,872

(7)

435

652

 

IT & integration services

 

 

14

338

 

 

 

14

338

 

Wholesale

 

5,313

 

900

998

 

(11)

 

5,313

 

900

998

 

(11)

Equipment sales

1,226

621

869

1,226

621

869

Other revenue

708

1

155

0

708

1

155

External

 

17,489

 

4,672

5,776

 

17,489

4,672

5,776

Inter-operating segments

 

603

 

48

94

 

(11)

603

48

94

(11)

December 31, 2020

 

 

 

 

 

 

  

Revenue(3)

 

18,461

 

4,951

5,638

 

(9)

Convergent services

 

4,559

 

1,984

733

 

Mobile-only services

 

2,245

 

1,012

2,026

 

Fixed-only services

 

3,959

(4)

471

611

 

Revenue(3)(4)

 

18,461

 

4,951

5,638

 

(9)

Convergence services

 

4,559

 

1,984

733

 

Mobile services only

 

2,245

 

1,012

2,026

 

Fixed services only

 

3,959

(7)

471

611

 

IT & integration services

 

 

8

301

 

 

 

8

301

 

Wholesale

 

5,866

 

916

1,017

 

(9)

 

5,866

 

916

1,017

 

(9)

Equipment sales

1,187

547

828

 

1,187

 

547

828

 

Other revenue

644

12

122

 

644

 

12

122

 

External

17,794

4,908

5,559

 

17,794

 

4,908

5,559

 

Inter-operating segments

667

43

79

(9)

 

667

 

43

79

 

(9)

December 31, 2019

 

 

 

  

Revenue(3)(4)

 

18,154

 

5,280

5,783

 

(12)

Convergent services

 

4,397

 

2,092

623

 

Mobile-only services

 

2,324

 

1,161

2,143

 

Fixed-only services

 

4,086

(4)

501

644

 

IT & integration services

 

 

6

232

 

Wholesale

 

5,487

 

901

1,071

 

(12)

Equipment sales

 

1,351

 

620

898

 

Other revenue

 

509

 

0

173

 

External

 

17,492

 

5,230

5,695

 

Inter-operating segments

 

662

 

50

88

 

(12)

(1)Since January 1, 2022, Totem's figures are presented in a distinct operating segment. In 2021 and 2020, Totem's figures are included in France, Spain and International Carriers & Shared Services segments (see Note 1.1).
(2)Including in 2021,2022, revenue of 5,118473 million euros in France 13and 212 million euros in Spain.
(3)In 2021, the segment includes the contribution of Telekom Romania Communications since September 30, 2021.
(4)The description of different sources of revenue is presented in Note 4.1.
(5)Including, in 2022, revenue of 5,126 million euros in France, 19 million euros in Spain, 1,2941,413 million euros in other European countries and 1,3311,023 million euros in other countries.

Including, in 2021, revenue of 5,118 million euros in France, 13 million euros in Spain, 1,294 million euros in other European countries and 1,331 million euros in other countries.

Including, in 2020, revenue of 5,071 million euros in France, 13 million euros in Spain, 1,287 million euros in other European countries and 1,436 million euros in other countries.

Including, in 2019, revenue of 5,233 million euros in France, 21 million euros in Spain, 1,077 million euros in other European countries and 1,489 million euros in other countries.

(2)(6)Including revenue of 1,361 million euros in France, 1,353 million euros in France in 2021 and 1,305 million euros in 2020 and 1,374 million euros in 2019.2020.
(3)The description of different sources of revenue is presented in Note 4.1.
(4)(7)Including, in 2021,2022, fixed only broadband revenue of 2,8622,955 million euros and fixed only narrowband revenue of 1,010831 million euros.

Including, in 2021, fixed only broadband revenue of 2,862 million euros and fixed only narrowband revenue of 1,010 million euros.

Including, in 2020, fixed only broadband revenue of 2,748 million euros and fixed only narrowband revenue of 1,212 million euros.

Including, in 2019, fixed only broadband revenue of 2,699 million euros and fixed only narrowband revenue of 1,387 million euros.

(5)(8)Including, in 2021,2022, revenue of 1,1061,018 million euros from voice services and revenue of 2,5272,448 million euros from data services.

Including, in 2021, revenue of 1,106 million euros from voice services and revenue of 2,527 million euros from data services.

Including, in 2020, revenue of 1,237 million euros from voice services and revenue of 2,614 million euros from data services.

Including, in 2019, revenue of 1,289 million euros from voice services and revenue of 2,674 million euros from data services.

Consolidated financial statements 20212022

F-1617

(in millions of euros)

  

Europe

  

Africa & 

  

Enterpri-se(1)

  

International

  

Eliminations

  

Total

  

Mobile

  

Eliminations

  

Orange

  

Europe

  

Africa & 

  

Enterpri-se(5)

  

Totem(1)(2)

  

International

  

Eliminations

  

Total

  

Mobile

  

Eliminations

  

Orange

    

Total

    

Middle-East

    

    

Carriers &

    

    

telecom

    

Financial

    

telecom

    

consolidated

    

Total

    

Middle- East

    

    

    

Carriers &

    

    

telecom

    

Financial

    

telecom

    

consolidated

Shared

activities

Services

activities /

financial

Shared

activities

Services

activities /

financial

Services (2)

mobile

statements

Services (1)(6)

mobile

statements

  

  

  

  

  

financial services

  

  

  

  

  

  

financial services

December 31, 2022

Revenue(4)

 

10,962

6,918

7,930

685

 

1,540

 

(2,538)

 

43,480

 

 

(9)

43,471

Convergence services

 

2,830

 

 

 

7,687

 

 

7,687

Mobile-only services

 

2,869

5,272

659

 

 

(38)

 

11,093

 

 

11,093

Fixed-only services

 

1,219

800

3,466

(8)

 

 

(150)

 

9,121

 

 

(1)

9,120

IT & integration services

 

471

40

3,489

 

 

(184)

 

3,817

 

 

(6)

3,811

Wholesale

 

1,828

663

41

685

 

1,060

 

(1,859)

 

7,356

 

 

7,356

Equipment sales

1,559

104

275

(7)

3,255

3,254

Other revenue

187

39

480

(299)

1,152

(2)

1,150

External

 

10,805

6,750

7,548

113

 

1,017

 

 

43,471

 

 

43,471

Inter-operating segments

 

157

168

383

572

 

523

 

(2,538)

 

9

 

 

(9)

December 31, 2021

 

 

 

 

 

 

Revenue(3)

 

10,579

6,381

7,757

1,515

 

(1,795)

 

42,530

 

 

(7)

42,522

Convergent services

 

2,720

 

 

7,417

 

 

7,417

Revenue(4)

 

10,579

6,381

7,757

n/a

 

1,515

 

(1,795)

 

42,530

 

 

(7)

42,522

Convergence services

 

2,720

n/a

 

 

 

7,417

 

 

7,417

Mobile-only services

 

2,887

4,884

636

 

(31)

 

10,652

 

 

(0)

10,652

 

2,887

4,884

636

n/a

 

 

(31)

 

10,652

 

 

10,652

Fixed-only services

 

1,087

664

3,633

(5)

 

(168)

 

9,089

 

 

(1)

9,088

 

1,087

664

3,633

(8)

n/a

 

 

(168)

 

9,089

 

 

(1)

9,088

IT & integration services

 

352

31

3,195

 

(167)

 

3,411

 

 

(4)

3,407

 

352

31

3,195

n/a

 

 

(167)

 

3,411

 

 

(4)

3,407

Wholesale

 

1,886

654

42

1,056

 

(1,249)

 

7,702

 

 

0

7,702

 

1,886

654

42

n/a

 

1,056

 

(1,249)

 

7,702

 

 

7,702

Equipment sales

1,490

112

250

(8)

3,070

(0)

3,070

1,490

112

250

n/a

(8)

3,070

3,070

Other revenue

157

36

460

(172)

1,188

(2)

1,186

157

36

n/a

460

(172)

1,188

(2)

1,186

External

 

10,449

6,216

7,371

998

 

 

42,522

 

 

42,522

10,449

6,216

7,371

n/a

998

42,522

42,522

Inter-operating segments

 

131

165

386

517

 

(1,795)

 

7

 

 

(7)

131

165

386

n/a

517

(1,795)

7

(7)

December 31, 2020

 

 

 

 

 

 

  

  

  

 

  

 

  

 

 

 

  

Revenue(3)

 

10,580

5,834

7,807

1,450

 

(1,855)

 

42,277

 

 

(7)

42,270

Convergent services

 

2,717

 

 

7,276

 

 

7,276

Mobile-only services

 

3,038

4,420

649

 

(35)

 

10,317

 

 

(0)

10,317

Fixed-only services

 

1,083

562

3,851

(5)

 

(177)

 

9,278

 

 

(0)

9,277

Revenue(3)(4)

 

10,580

5,834

7,807

n/a

 

1,450

 

(1,855)

 

42,277

 

 

(7)

42,270

Convergence services

 

2,717

n/a

 

 

 

7,276

 

 

7,276

Mobile services only

 

3,038

4,420

649

n/a

 

 

(35)

 

10,317

 

 

10,317

Fixed services only

 

1,083

562

3,851

(8)

n/a

 

 

(177)

 

9,278

 

 

9,277

IT & integration services

 

310

25

3,086

 

(164)

 

3,256

 

 

(4)

3,252

 

310

25

3,086

n/a

 

 

(164)

 

3,256

 

 

(4)

3,252

Wholesale

 

1,924

695

45

1,038

 

(1,313)

 

8,255

 

 

8,255

 

1,924

695

45

n/a

 

1,038

 

(1,313)

 

8,255

 

 

8,255

Equipment sales

1,375

89

175

(5)

2,821

(0)

2,821

 

1,375

89

175

n/a

 

 

(5)

 

2,821

 

 

2,821

Other revenue

134

43

412

(160)

1,073

(2)

1,072

 

134

43

n/a

 

412

 

(160)

 

1,073

 

 

(2)

1,072

External

10,467

5,660

7,405

944

42,270

42,270

 

10,467

5,660

7,405

n/a

 

944

 

 

42,270

 

 

42,270

Inter-operating segments

113

175

402

506

(1,855)

7

(7)

 

113

175

402

n/a

 

506

 

(1,855)

 

7

 

 

(7)

December 31, 2019

 

  

  

  

 

  

 

 

 

  

Revenue(3)(4)

 

11,051

5,646

7,820

1,498

 

(1,926)

 

42,242

 

 

(4)

42,238

Convergent services

 

2,714

 

 

7,111

 

 

7,111

Mobile-only services

 

3,304

4,230

727

 

(40)

 

10,545

 

 

(0)

10,544

Fixed-only services

 

1,145

493

3,963

(5)

 

(178)

 

9,509

 

 

(0)

9,508

IT & integration services

 

239

14

2,909

 

(155)

 

3,006

 

 

(3)

3,004

Wholesale

 

1,959

780

34

1,077

 

(1,404)

 

7,933

 

 

7,933

Equipment sales

 

1,518

96

187

 

(6)

 

3,146

 

 

(0)

3,146

Other revenue

 

173

32

421

 

(142)

 

992

 

 

(1)

991

External

 

10,925

5,430

7,437

955

 

 

42,238

 

 

42,238

Inter-operating segments

 

126

216

383

543

 

(1,926)

 

4

 

 

(4)

Consolidated financial statements 20212022

F-1718

1.2

1.3    Segment revenue to consolidated net income in 20212022

(in millions of euros)

    

France

    

    

    

    

    

    

    

Europe

    

France

    

Europe

Spain

Other

Elimina-

Total

    

Other

    

Elimina-

    

European

tions

Spain

European

tions

Total

countries

Europe

countries(2)

Europe

Revenue

 

18,092

 

4,720

 

5,870

 

(11)

 

10,579

 

17,983

 

4,647

 

6,329

 

(14)

 

10,962

External purchases

 

(7,081)

 

(2,768)

 

(3,330)

 

11

 

(6,087)

 

(7,429)

 

(2,879)

 

(3,684)

 

14

 

(6,550)

Other operating income

 

1,274

 

161

 

192

 

(0)

 

353

 

1,229

 

97

 

270

 

 

367

Other operating expenses

 

(526)

 

(171)

 

(179)

 

 

(350)

 

(486)

 

(162)

 

(187)

 

 

(350)

Labor expenses

 

(3,657)

 

(268)

 

(665)

 

 

(932)

 

(3,435)

 

(266)

 

(736)

 

 

(1,002)

Operating taxes and levies

 

(838)

 

(163)

 

(96)

 

 

(259)

 

(834)

 

(140)

 

(101)

 

 

(241)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization of financed assets

 

(84)

 

 

 

 

 

(107)

 

 

 

 

Depreciation and amortization of right-of-use assets

 

(304)

 

(248)

 

(198)

 

 

(446)

 

(254)

 

(169)

 

(201)

 

 

(371)

Impairment of right-of-use assets

 

 

 

 

 

 

 

 

 

 

Interests on debts related to financed assets(3)

 

(1)

 

 

 

 

Interests on debts related to financed assets(5)

 

(3)

 

 

 

 

Interests on lease liabilities(3)(5)

 

(8)

 

(14)

 

(15)

 

 

(29)

 

(18)

 

(17)

 

(27)

 

 

(44)

EBITDAaL (1)(3)

 

6,867

 

1,251

 

1,579

 

 

2,830

 

6,645

 

1,111

 

1,662

 

 

2,772

Significant litigations (1)(3)

 

(128)

 

 

 

 

 

(3)

 

 

 

 

Specific labour expenses (1)(3)

 

(959)

 

 

(2)

 

 

(2)

 

(330)

 

 

 

 

Fixed assets, investments and businesses portfolio review (1)(3)

 

(2)

 

 

359

 

 

359

 

 

 

29

 

 

29

Restructuring programs costs (1)(3)

 

(10)

 

(180)

 

(31)

 

 

(211)

 

(18)

 

(8)

 

(14)

 

 

(22)

Acquisition and integration costs (1)(3)

 

(7)

 

 

(25)

 

 

(25)

 

 

 

(41)

 

 

(41)

Depreciation and amortization of fixed assets

 

(3,108)

 

(1,107)

 

(1,097)

 

 

(2,204)

 

(2,922)

 

(1,107)

 

(1,057)

 

 

(2,164)

Reclassification of translation adjustment from liquidated entities

 

 

 

 

 

Impairment of goodwill

 

 

(3,702)

 

 

 

(3,702)

 

 

 

(789)

 

 

(789)

Impairment of fixed assets

 

(1)

 

 

(13)

 

 

(13)

 

(15)

 

 

(3)

 

 

(3)

Share of profits (losses) of associates and joint ventures

 

(8)

 

 

5

 

 

5

 

(18)

 

 

(3)

 

 

(3)

Elimination of interests on debts related to financed assets(3)

 

1

 

 

 

 

Elimination of interests on lease liabilities(3)

 

8

 

14

 

15

 

 

29

Elimination of interests on debts related to financed assets(5)

 

3

 

 

 

 

Elimination of interests on lease liabilities(5)

 

18

 

17

 

27

 

 

44

Operating Income

 

2,653

 

(3,724)

 

791

 

 

(2,933)

 

3,361

 

12

 

(190)

 

 

(177)

Cost of gross financial debt except financed assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interests on debts related to financed assets(3)

 

  

 

  

 

  

 

  

 

  

Interests on debts related to financed assets(5)

 

  

 

  

 

  

 

  

 

  

Gains (losses) on assets contributing to net financial debt

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Foreign exchange gain (loss)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interests on lease liabilities(3)

 

  

 

  

 

  

 

  

 

  

Interests on lease liabilities(5)

 

  

 

  

 

  

 

  

 

  

Other net financial expenses

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Finance costs, net

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Income taxes

 

  

 

  

 

  

 

  

 

  

Income Tax

 

  

 

  

 

  

 

  

 

  

Consolidated net income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

(1)Since January 1, 2022, Totem's figures are presented in a distinct operating segment (see Note 1.1).
(2)In 2021, the segment includes the contribution of Telekom Romania Communications since September 30, 2021.
(3)See Note 1.9.1.10. for EBITDAaL adjustments.
(2)(4)Mobile Financial Services'sServices' net banking income is recognized in other operating income and amounts to 109116 million euros in 2021.2022. The cost of risk is included in other operating expenses and amounts to (46)(45) million euros in 2021.2022.
(3)(5)Presentation adjustments allow the reallocation of the lines of specific items identified in the segment information to the operating revenue and expense lines presented in the consolidated income statement. Interests on debts related to financed assets and interests on lease liabilities are included in segment EBITDAaL. They are excluded from segment operating income and included in net finance costs presented in the consolidated income statement.

Consolidated financial statements 20212022

F-1819

(in millions of euros)

Africa &

Enterprise

Interna-

Elimination

Total

    

Mobile

    

Elimina-

    

Total

    

Presenta-

    

Orange

Middle-

tional

telecom

telecom

Financial

tions

tion adjust- 

consoli-

    

East

    

    

Carriers &

    

activities

    

activities

Services(2)

telecom

ments(3)

dated

Shared

activites /

financial

Services

mobile

statements

financial

services

Revenue

 

6,381

 

7,757

 

1,515

 

(1,795)

 

42,530

 

 

(7)

 

42,522

 

 

42,522

External purchases

 

(2,502)

 

(3,967)

 

(2,000)

 

3,786

 

(17,849)

 

(112)

 

10

 

(17,950)

 

(23)

 

(17,973)

Other operating income

 

52

 

173

 

2,096

 

(3,328)

 

620

 

114

 

(4)

 

730

 

53

 

783

Other operating expenses

 

(243)

 

(640)

 

(71)

 

1,336

 

(493)

 

(44)

 

2

 

(535)

 

(165)

 

(700)

Labor expenses

 

(535)

 

(2,119)

 

(1,298)

 

 

(8,542)

 

(84)

 

 

(8,626)

 

(1,291)

 

(9,917)

Operating taxes and levies

 

(644)

 

(80)

 

(66)

 

 

(1,887)

 

(3)

 

 

(1,890)

 

(36)

 

(1,926)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

 

 

 

 

2,507

 

2,507

Restructuring costs

 

 

 

 

 

 

 

 

 

(331)

 

(331)

Depreciation and amortization of financed assets

 

 

 

 

 

(84)

 

 

 

(84)

 

 

(84)

Depreciation and amortization of right-of-use assets

 

(176)

 

(147)

 

(407)

 

 

(1,478)

 

(3)

 

 

(1,481)

 

 

(1,481)

Impairment of right-of-use assets

 

 

 

 

 

 

 

 

 

(91)

 

(91)

Interests on debts related to financed assets(3)

 

 

 

 

 

(1)

 

 

 

(1)

 

1

 

n/a

Interests on lease liabilities(3)

 

(67)

 

(7)

 

(8)

 

 

(119)

 

(0)

 

 

(120)

 

120

 

n/a

EBITDAaL (1)

 

2,265

 

970

 

(237)

 

(0)

 

12,696

 

(131)

 

1

 

12,566

 

744

 

n/a

Significant litigations (1)

 

 

 

(6)

 

 

(134)

 

 

 

(134)

 

134

 

n/a

Specific labour expenses (1)

 

(0)

 

(123)

 

(190)

 

 

(1,274)

 

(3)

 

 

(1,276)

 

1,276

 

n/a

Fixed assets, investments and businesses portfolio review (1)

 

2

 

3

 

2,146

 

 

2,507

 

 

 

2,507

 

(2,507)

 

n/a

Restructuring programs costs (1)

 

(41)

 

(5)

 

(145)

 

 

(412)

 

(11)

 

 

(422)

 

422

 

n/a

Acquisition and integration costs (1)

 

 

(1)

 

(16)

 

 

(49)

 

(2)

 

 

(51)

 

51

 

n/a

Depreciation and amortization of fixed assets

 

(1,012)

 

(378)

 

(335)

 

 

(7,038)

 

(36)

 

 

(7,074)

 

 

(7,074)

Reclassification of translation adjustment from liquidated entities

 

 

(0)

 

 

 

 

 

 

(0)

 

 

(0)

Impairment of goodwill

 

 

 

 

 

(3,702)

 

 

 

(3,702)

 

 

(3,702)

Impairment of fixed assets

 

(1)

 

 

(2)

 

 

(17)

 

 

 

(17)

 

 

(17)

Share of profits (losses) of associates and joint ventures

 

10

 

1

 

(5)

 

 

3

 

 

 

3

 

 

3

Elimination of interests on debts related to financed assets(3)

 

 

 

 

 

1

 

 

 

1

 

(1)

 

n/a

Elimination of interests on lease liabilities(3)

 

67

 

7

 

8

 

 

119

 

 

 

120

 

(120)

 

n/a

Operating Income

 

1,291

 

474

 

1,217

 

(0)

 

2,702

 

(182)

 

1

 

2,521

 

(0)

 

2,521

Cost of gross financial debt except financed assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(829)

Interests on debts related to financed assets(3)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(1)

Gains (losses) on assets contributing to net financial debt

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(3)

Foreign exchange gain (loss)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

65

Interests on lease liabilities(3)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(120)

Other net financial expenses

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

106

Finance costs, net

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(782)

Income taxes

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(962)

Consolidated net income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

778

(in millions of euros)

Africa &

Enterprise

Totem(1)

Interna-

Elimination

Total

    

Mobile

    

Elimina-

    

Total

    

Presenta-

    

Orange

Middle-

tional

telecom

telecom

Financial

tions

tion adjust- 

consoli-

    

East

    

    

    

Carriers &

    

activities

    

activities

Services(4)

telecom

ments(5)

dated

Shared

activites /

financial

Services

mobile

statements

financial

services

Revenue

 

6,918

 

7,930

 

685

 

1,540

 

(2,538)

 

43,480

 

 

(9)

 

43,471

 

 

43,471

External purchases

 

(2,740)

 

(4,240)

 

(131)

 

(1,997)

 

4,491

 

(18,594)

 

(129)

 

15

 

(18,707)

 

(24)

 

(18,732)

Other operating income

 

69

 

191

 

 

2,101

 

(3,331)

 

627

 

128

 

(10)

 

745

 

2

 

747

Other operating expenses

 

(171)

 

(657)

 

 

(49)

 

1,377

 

(335)

 

(36)

 

4

 

(367)

 

(47)

 

(413)

Labor expenses

 

(575)

 

(2,179)

 

(14)

 

(1,255)

 

 

(8,461)

 

(76)

 

 

(8,537)

 

(383)

 

(8,920)

Operating taxes and levies

 

(660)

 

(82)

 

(5)

 

(55)

 

 

(1,877)

 

(2)

 

 

(1,879)

 

(3)

 

(1,882)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

 

 

 

 

 

233

 

233

Restructuring costs

 

 

 

 

 

 

 

 

 

 

(125)

 

(125)

Depreciation and amortization of financed assets

 

 

 

 

 

 

(107)

 

 

 

(107)

 

 

(107)

Depreciation and amortization of right-of-use assets

 

(194)

 

(154)

 

(159)

 

(372)

 

 

(1,504)

 

(3)

 

 

(1,507)

 

 

(1,507)

Impairment of right-of-use assets

 

 

(1)

 

 

 

 

(1)

 

 

 

(1)

 

(52)

 

(54)

Interests on debts related to financed assets(5)

 

 

 

 

 

 

(3)

 

 

 

(3)

 

3

 

n/a

Interests on lease liabilities(5)

 

(64)

 

(6)

 

(4)

 

(10)

 

 

(144)

 

 

 

(145)

 

145

 

n/a

EBITDAaL(3)

 

2,584

 

804

 

371

 

(96)

 

 

13,080

 

(118)

 

1

 

12,963

 

(251)

 

n/a

Significant litigations(3)

 

 

 

 

(6)

 

 

(9)

 

 

 

(9)

 

9

 

n/a

Specific labour expenses(3)

 

 

(35)

 

 

(9)

 

 

(373)

 

1

 

 

(372)

 

372

 

n/a

Fixed assets, investments and businesses portfolio review(3)

 

76

 

8

 

 

120

 

 

233

 

 

 

233

 

(233)

 

n/a

Restructuring programs costs(3)

 

(8)

 

(47)

 

 

(89)

 

 

(184)

 

7

 

 

(177)

 

177

 

n/a

Acquisition and integration costs(3)

 

 

(1)

 

(1)

 

(33)

 

 

(76)

 

2

 

 

(74)

 

74

 

n/a

Depreciation and amortization of fixed assets

 

(1,075)

 

(398)

 

(122)

 

(311)

 

 

(6,992)

 

(44)

 

 

(7,035)

 

 

(7,035)

Impairment of goodwill

 

 

 

 

 

 

(789)

 

(28)

 

 

(817)

 

 

(817)

Impairment of fixed assets

 

2

 

(20)

 

 

 

 

(36)

 

(21)

 

 

(56)

 

 

(56)

Share of profits (losses) of associates and joint ventures

 

22

 

1

 

 

(3)

 

 

(2)

 

 

 

(2)

 

 

(2)

Elimination of interests on debts related to financed assets(5)

 

 

 

 

 

 

3

 

 

 

3

 

(3)

 

n/a

Elimination of interests on lease liabilities(5)

 

64

 

6

 

4

 

10

 

 

144

 

 

 

145

 

(145)

 

n/a

Operating Income

 

1,665

 

317

 

252

 

(417)

 

 

5,000

 

(200)

 

1

 

4,801

 

 

4,801

Cost of gross financial debt except financed assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(775)

Interests on debts related to financed assets(5)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(3)

Gains (losses) on assets contributing to net financial debt

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

48

Foreign exchange gain (loss)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(97)

Interests on lease liabilities(5)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(145)

Other net financial expenses

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

52

Finance costs, net

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(920)

Income Tax

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

(1,265)

Consolidated net income

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

2,617

Consolidated financial statements 20212022

F-1920

1.31.4    Segment revenue to consolidated net income in 20202021

(in millions of euros)

France

Europe

France

Europe

    

    

    

Other

    

Elimina-

    

    

    

Spain

    

Other

    

Elimina-

    

Total

Spain

European

tions

Total

European

tions

  

  

  

countries

  

Europe

  

  

  

  

countries

  

Europe

  

Revenue

 

18,461

 

4,951

 

5,638

 

(9)

 

10,580

 

18,092

 

4,720

 

5,870

 

(11)

 

10,579

External purchases

 

(7,101)

 

(2,774)

 

(3,194)

 

9

 

(5,959)

 

(7,081)

 

(2,768)

 

(3,330)

 

11

 

(6,087)

Other operating income

 

1,303

 

141

 

153

 

(0)

 

293

 

1,274

 

161

 

192

 

 

353

Other operating expenses

 

(592)

 

(185)

 

(173)

 

0

 

(358)

 

(526)

 

(171)

 

(179)

 

 

(350)

Labor expenses

 

(3,663)

 

(280)

 

(632)

 

 

(912)

 

(3,657)

 

(268)

 

(665)

 

 

(932)

Operating taxes and levies

 

(955)

 

(148)

 

(90)

 

 

(238)

 

(838)

 

(163)

 

(96)

 

 

(259)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization of financed assets

(55)

(84)

Depreciation and amortization of right-of-use assets

(225)

(260)

(183)

(443)

(304)

(248)

(198)

(446)

Impairment of right-of-use assets

Interests on debts related to financed assets(3)

(1)

(1)

Interests on lease liabilities(3)

(8)

(12)

(19)

(30)

(8)

(14)

(15)

(29)

EBITDAaL (1)

 

7,163

 

1,433

 

1,499

 

 

2,932

 

6,867

 

1,251

 

1,579

 

 

2,830

Significant litigations (1)

 

(199)

 

 

 

 

 

(128)

 

 

 

 

Specific labour expenses (1)

 

(7)

 

 

2

 

 

2

 

(959)

 

 

(2)

 

 

(2)

Fixed assets, investments and businesses portfolio review (1)

21

22

14

36

(2)

359

359

Restructuring programs costs (1)

(5)

(0)

(2)

(2)

(10)

(180)

(31)

(211)

Acquisition and integration costs (1)

(1)

(7)

(7)

(7)

(25)

(25)

Depreciation and amortization of fixed assets

(3,157)

(1,059)

(1,129)

(2,187)

(3,108)

(1,107)

(1,097)

(2,204)

Reclassification of translation adjustment from liquidated entities

Impairment of goodwill

(3,702)

(3,702)

Impairment of fixed assets

(15)

(8)

(8)

(1)

(13)

(13)

Share of profits (losses) of associates and joint ventures

(1)

0

0

(8)

5

5

Elimination of interests on debts related to financed assets(3)

1

1

Elimination of interests on lease liabilities(3)

8

12

19

30

8

14

15

29

Operating Income

 

3,809

 

407

 

389

 

 

796

 

2,653

 

(3,724)

 

791

 

 

(2,933)

Cost of gross financial debt except financed assets

 

 

 

 

 

 

 

 

 

 

Interests on debts related to financed assets(3)

 

 

 

 

 

 

 

 

 

 

Gains (losses) on assets contributing to net financial debt

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

 

 

 

 

 

 

 

 

 

 

Interests on lease liabilities(3)

 

 

 

 

 

 

 

 

 

 

Other net financial expenses

 

 

 

 

 

 

 

 

 

 

Finance costs, net

 

 

 

 

 

 

 

 

 

 

Income Taxes

 

 

 

 

 

 

 

 

 

 

Consolidated net income

 

 

 

 

 

 

 

 

 

 

(1)See Note 1.9.1.10. for EBITDAaL adjustments.
(2)Mobile Financial Services's net banking income is recognized in other operating income and amounts to 69109 million euros in 2020.2021. The cost of risk is included in other operating expenses and amounts to (31)(46) million euros in 2020.2021.
(3)Presentation adjustments allow the reallocation of the lines of specific items identified in the segment information to the operating revenue and expense lines presented in the consolidated income statement. Interests on debts related to financed assets and interests on lease liabilities are included in segment EBITDAaL. They are excluded from segment operating income and included in net finance costs presented in the consolidated income statement.

Consolidated financial statements 20212022

F-2021

(in millions of euros)

Africa &

Entreprise

Interna-tional

Elimina-tion

Total

Mobile

Elimina-tions

Total

Presenta-

Orange

Africa &

Entreprise

Interna-tional

Elimina-tion

Total

Mobile

Elimina-tions

Total

Presenta-

Orange

    

Middle-East

    

    

Carriers &

    

telecom

    

telecom

    

Financial

    

telecom

    

tion

 consoli-

    

Middle-East

    

    

Carriers &

    

telecom

    

telecom

    

Financial

    

telecom

    

tion

 consoli-

Shared

activities

 activities

Services(2)

activities/mobile

adjust-

dated financial

Shared

activities

 activities

Services(2)

activities/mobile

adjust-

dated financial

  

Services

  

financial services

  

    

ments(3)

    

statements

  

Services

  

financial services

  

    

ments(3)

    

statements

Revenue

 

5,834

7,807

1,450

(1,855)

42,277

 

(7)

 

42,270

 

 

42,270

 

6,381

7,757

1,515

(1,795)

42,530

 

(7)

 

42,522

 

 

42,522

External purchases

 

(2,443)

(4,019)

(1,951)

3,891

(17,582)

(108)

 

6

 

(17,684)

 

(6)

 

(17,691)

 

(2,502)

(3,967)

(2,000)

3,786

(17,849)

(112)

 

10

 

(17,950)

 

(23)

 

(17,973)

Other operating income

 

76

161

2,076

(3,371)

539

75

 

(9)

 

604

 

 

604

 

52

173

2,096

(3,328)

620

114

 

(4)

 

730

 

53

 

783

Other operating expenses

 

(212)

(646)

(51)

1,335

(524)

(47)

 

11

 

(560)

 

(229)

 

(789)

 

(243)

(640)

(71)

1,336

(493)

(44)

 

2

 

(535)

 

(165)

 

(700)

Labor expenses

 

(514)

(2,027)

(1,274)

(8,390)

(75)

 

 

(8,465)

 

(25)

 

(8,490)

 

(535)

(2,119)

(1,298)

(8,542)

(84)

 

 

(8,626)

 

(1,291)

 

(9,917)

Operating taxes and levies

 

(552)

(102)

(75)

(1,923)

(1)

 

 

(1,924)

 

 

(1,924)

 

(644)

(80)

(66)

(1,887)

(3)

 

 

(1,890)

 

(36)

 

(1,926)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

228

 

228

 

 

 

 

2,507

 

2,507

Restructuring costs

 

 

 

 

(25)

 

(25)

 

 

 

 

(331)

 

(331)

Depreciation and amortization of financed assets

(55)

(55)

(55)

(84)

(84)

(84)

Depreciation and amortization of right-of-use assets

(158)

(145)

(410)

(1,380)

(3)

(1,384)

(1,384)

(176)

(147)

(407)

(1,478)

(3)

(1,481)

(1,481)

Impairment of right-of-use assets

(57)

(57)

(91)

(91)

Interests on debts related to financed assets(3)

(1)

(1)

1

n/a

(1)

(1)

1

n/a

Interests on lease liabilities(3)

(67)

(5)

(9)

(120)

(0)

(120)

120

n/a

(67)

(7)

(8)

(119)

(120)

120

n/a

EBITDAaL (1)

 

1,964

1,023

(244)

-

12,839

(160)

 

1

 

12,680

 

6

 

n/a

 

2,265

970

(237)

12,696

(131)

 

1

 

12,566

 

744

 

n/a

Significant litigations (1)

 

(13)

(211)

 

 

(211)

 

211

 

n/a

 

(6)

(134)

 

 

(134)

 

134

 

n/a

Specific labour expenses (1)

 

(0)

2

(9)

(12)

(0)

 

 

(12)

 

12

 

n/a

 

(123)

(190)

(1,274)

(3)

 

 

(1,276)

 

1,276

 

n/a

Fixed assets, investments and businesses portfolio review (1)

6

14

151

228

228

(228)

n/a

2

3

2,146

2,507

2,507

(2,507)

n/a

Restructuring programs costs (1)

(5)

(9)

(59)

(80)

(3)

(83)

83

n/a

(41)

(5)

(145)

(412)

(11)

(422)

422

n/a

Acquisition and integration costs (1)

(2)

(6)

(15)

(32)

(5)

(37)

37

n/a

(1)

(16)

(49)

(2)

(51)

51

n/a

Depreciation and amortization of fixed assets

(1,011)

(410)

(342)

(7,106)

(28)

(7,134)

(7,134)

(1,012)

(378)

(335)

(7,038)

(36)

(7,074)

(7,074)

Reclassification of translation adjustment from liquidated entities

Impairment of goodwill

(3,702)

(3,702)

(3,702)

Impairment of fixed assets

(0)

(7)

(30)

(30)

(30)

(1)

(2)

(17)

(17)

(17)

Share of profits (losses) of associates and joint ventures

8

1

(9)

(2)

(2)

(2)

10

1

(5)

3

3

3

Elimination of interests on debts related to financed assets(3)

1

1

(1)

n/a

1

1

(1)

n/a

Elimination of interests on lease liabilities(3)

67

5

9

120

0

120

(120)

n/a

67

7

8

119

120

(120)

n/a

Operating Income

 

1,027

621

(538)

5,715

(195)

 

1

 

5,521

 

 

5,521

 

1,291

474

1,217

2,702

(182)

 

1

 

2,521

 

 

2,521

Cost of gross financial debt except financed assets

 

(1,099)

 

(829)

Interests on debts related to financed assets(3)

 

 

 

 

 

(1)

 

 

 

 

 

(1)

Gains (losses) on assets contributing to net financial debt

 

 

 

 

 

(1)

 

 

 

 

 

(3)

Foreign exchange gain (loss)

 

 

 

 

 

(103)

 

 

 

 

 

65

Interests on lease liabilities(3)

 

 

 

 

 

(120)

 

 

 

 

 

(120)

Other net financial expenses

 

 

 

 

 

11

 

 

 

 

 

106

Finance costs, net

 

 

 

 

 

(1,314)

 

 

 

 

 

(782)

Income Taxes

 

 

 

 

 

848

 

 

 

 

 

(962)

Consolidated net income

 

 

 

 

 

5,055

 

 

 

 

 

778

Consolidated financial statements 20212022

F-2122

1.4

1.5    Segment revenue to consolidated net income in 20192020

(in millions of euros)

    

France

Europe

    

France

Europe

Spain

Other

Elimina-

Total

Spain

Other

Elimina-

Total

    

    

European

    

tions

    

    

    

European

    

tions

    

  

  

  

countries

  

Europe

  

  

  

  

countries

  

Europe

  

Revenue

 

18,154

 

5,280

 

5,783

 

(12)

 

11,051

 

18,461

 

4,951

 

5,638

 

(9)

 

10,580

External purchases

 

(7,036)

 

(2,907)

 

(3,318)

 

12

 

(6,213)

 

(7,101)

 

(2,774)

 

(3,194)

 

9

 

(5,959)

Other operating income

 

1,392

 

221

 

148

 

(0)

 

369

 

1,303

 

141

 

153

 

 

293

Other operating expenses

 

(553)

 

(207)

 

(173)

 

0

 

(380)

 

(592)

 

(185)

 

(173)

 

 

(358)

Labor expenses

 

(3,730)

 

(271)

 

(678)

 

 

(949)

 

(3,663)

 

(280)

 

(632)

 

 

(912)

Operating taxes and levies

 

(893)

 

(160)

 

(84)

 

 

(244)

 

(955)

 

(148)

 

(90)

 

 

(238)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization of financed assets

(14)

(55)

Depreciation and amortization of right-of-use assets

(175)

(298)

(168)

(466)

(225)

(260)

(183)

(443)

Impairment of right-of-use assets

Interests on debts related to financed assets(3)

(1)

(1)

Interests on lease liabilities(3)

 

(9)

 

(12)

 

(21)

 

 

(32)

 

(8)

 

(12)

 

(19)

 

 

(30)

EBITDAaL(1)

 

7,135

 

1,646

 

1,489

 

 

3,136

 

7,163

 

1,433

 

1,499

 

 

2,932

Significant litigations(1)

 

 

 

 

 

 

(199)

 

 

 

 

Specific labour expenses(1)

 

(32)

2

2

 

(7)

2

2

Fixed assets, investments and businesses portfolio review(1)

4

56

63

120

21

22

14

36

Restructuring programs costs(1)

(45)

(12)

(55)

(67)

(5)

(2)

(2)

Acquisition and integration costs(1)

(5)

(5)

(1)

(7)

(7)

Depreciation and amortization of fixed assets

(3,179)

(1,076)

(1,119)

(2,195)

(3,157)

(1,059)

(1,129)

(2,187)

Reclassification of translation adjustment from liquidated entities

Impairment of goodwill

Impairment of fixed assets

(1)

(15)

(15)

(15)

(8)

(8)

Share of profits (losses) of associates and joint ventures

1

1

(1)

Elimination of interests on debts related to financed assets(3)

1

1

Elimination of interests on lease liabilities(3)

 

9

 

12

 

21

 

 

32

 

8

 

12

 

19

 

 

30

Operating Income

 

3,892

 

626

 

383

 

 

1,009

 

3,809

 

407

 

389

 

 

796

Cost of gross financial debt except financed assets

 

 

Interests on debts related to financed assets(3)

 

 

Gains (losses) on assets contributing to net financial debt

Foreign exchange gain (loss)

Interests on lease liabilities(3)

 

 

Other net financial expenses

Effects resulting from BT sale

 

Finance costs, net

Income Taxes

Consolidated net income

 

 

(1)See Note 1.9.1.10. for EBITDAaL adjustments.
(2)Mobile Financial Services's net banking income is recognized in other operating income and amounts to 4069 million euros in 2019.2020. The cost of risk is included in other operating expenses and amounts to (10)(31) million euros in 2019.2020.
(3)Presentation adjustments allow the reallocation of the lines of specific items identified in the segment information to the operating revenue and expense lines presented in the consolidated income statement. Interests on debts related to financed assets and interests on lease liabilities are included in segment EBITDAaL. They are excluded from segment operating income and included in net finance costs presented in the consolidated income statement.

Consolidated financial statements 20212022

F-2223

(in millions of euros)

Africa &

Enterprise

Interna-tional

Elimina-tion

Total

Mobile

Elimina-tions

Total

Presenta-tion

Orange

    

Middle-East

    

    

Carriers &

    

telecom

    

telecom

    

Financial

    

telecom

    

    

adjust-ments(3)

consoli-dated

Shared

activities

activities

Services(2)

activities/

financial

  

Services

  

  

mobile

  

  

    

statements

financial

services

Revenue

 

5,646

7,820

1,498

(1,926)

42,242

 

 

(4)

 

42,238

 

 

42,238

External purchases

 

(2,451)

(3,991)

(2,041)

3,962

(17,769)

 

(96)

 

5

 

(17,860)

 

 

(17,860)

Other operating income

 

72

169

2,088

(3,396)

694

43

(17)

720

720

Other operating expenses

 

(245)

(634)

(63)

1,360

(515)

 

(29)

 

17

 

(527)

 

(72)

 

(599)

Labor expenses

 

(507)

(1,949)

(1,261)

(8,397)

 

(73)

 

 

(8,470)

 

(24)

 

(8,494)

Operating taxes and levies

 

(495)

(115)

(80)

(1,827)

 

(1)

 

 

(1,827)

 

 

(1,827)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

277

 

277

Restructuring costs

(132)

(132)

Depreciation and amortization of financed assets

(14)

(14)

(14)

Depreciation and amortization of right-of-use assets

(135)

(104)

(391)

(1,272)

(3)

(1,274)

(1,274)

Impairment of right-of-use assets

(33)

(33)

Interests on debts related to financed assets(3)

(1)

(1)

1

n/a

Interests on lease liabilities(3)

 

(72)

(4)

(10)

(128)

 

 

 

(129)

 

129

 

n/a

EBITDAaL(1)

 

1,814

1,191

(261)

13,015

 

(160)

 

1

 

12,856

 

144

 

n/a

Significant litigations(1)

 

(49)

(49)

 

 

 

(49)

 

49

 

n/a

Specific labour expenses(1)

 

1

6

(23)

(23)

23

n/a

Fixed assets, investments and businesses portfolio review(1)

(19)

172

277

277

(277)

n/a

Restructuring programs costs(1)

(4)

(16)

(31)

(163)

(2)

(165)

165

n/a

Acquisition and integration costs(1)

(11)

(8)

(24)

(24)

24

n/a

Depreciation and amortization of fixed assets

(972)

(399)

(340)

(7,086)

(24)

(7,110)

(7,110)

Reclassification of translation adjustment from liquidated entities

2

10

12

12

12

Impairment of goodwill

(54)

(54)

(54)

(54)

Impairment of fixed assets

89

1

(1)

73

73

73

Share of profits (losses) of associates and joint ventures

 

12

1

(7)

8

8

8

Elimination of interests on debts related to financed assets(3)

1

1

(1)

n/a

Elimination of interests on lease liabilities(3)

 

72

4

10

128

 

 

 

129

 

(129)

 

n/a

Operating Income

 

940

772

(499)

6,114

 

(186)

 

1

 

5,930

 

 

5,930

Cost of gross financial debt except financed assets

 

 

(1,108)

Interests on debts related to financed assets(3)

(1)

Gains (losses) on assets contributing to net financial debt

5

Foreign exchange gain (loss)

 

 

76

Interests on lease liabilities(3)

 

 

(129)

Other net financial expenses

 

 

15

Effects resulting from BT sale

 

 

(119)

Finance costs, net

(1,261)

Income Taxes

 

 

(1,447)

Consolidated net income

 

 

3,222

(in millions of euros)

Africa &

Enterprise

Interna-

Elimina-

Total

Mobile

Elimina-tions

Total

Presenta-tion

Orange

    

Middle-East

    

    

tional

    

tion telecom

    

telecom

    

Financial

    

telecom

    

    

adjust-

consoli-dated

Carriers &

activities

activities

Services(2)

activities/

ments(3)

financial

  

Shared

  

  

mobile

  

  

    

statements

Services

financial

services

Revenue

 

5,834

7,807

1,450

(1,855)

42,277

 

 

(7)

 

42,270

 

 

42,270

External purchases

 

(2,443)

(4,019)

(1,951)

3,891

(17,582)

 

(108)

 

6

 

(17,684)

 

(6)

 

(17,691)

Other operating income

 

76

161

2,076

(3,371)

539

75

(9)

604

604

Other operating expenses

 

(212)

(646)

(51)

1,335

(524)

 

(47)

 

11

 

(560)

 

(229)

 

(789)

Labor expenses

 

(514)

(2,027)

(1,274)

(8,390)

 

(75)

 

 

(8,465)

 

(25)

 

(8,490)

Operating taxes and levies

 

(552)

(102)

(75)

(1,923)

 

(1)

 

 

(1,924)

 

 

(1,924)

Gains (losses) on disposal of fixed assets, investments and activities

 

 

 

 

 

228

 

228

Restructuring costs

(25)

(25)

Depreciation and amortization of financed assets

(55)

(55)

(55)

Depreciation and amortization of right-of-use assets

(158)

(145)

(410)

(1,380)

(3)

(1,384)

(1,384)

Impairment of right-of-use assets

(57)

(57)

Interests on debts related to financed assets(3)

(1)

(1)

1

n/a

Interests on lease liabilities(3)

 

(67)

(5)

(9)

(120)

 

 

 

(120)

 

120

 

n/a

EBITDAaL(1)

 

1,964

1,023

(244)

12,839

 

(160)

 

1

 

12,680

 

6

 

n/a

Significant litigations(1)

 

(13)

(211)

 

 

 

(211)

 

211

 

n/a

Specific labour expenses(1)

 

2

(9)

(12)

(12)

12

n/a

Fixed assets, investments and businesses portfolio review(1)

6

14

151

228

228

(228)

n/a

Restructuring programs costs(1)

(5)

(9)

(59)

(80)

(3)

(83)

83

n/a

Acquisition and integration costs(1)

(2)

(6)

(15)

(32)

(5)

(37)

37

n/a

Depreciation and amortization of fixed assets

(1,011)

(410)

(342)

(7,106)

(28)

(7,134)

(7,134)

Impairment of goodwill

Impairment of fixed assets

(7)

(30)

(30)

(30)

Share of profits (losses) of associates and joint ventures

 

8

1

(9)

(2)

(2)

(2)

Elimination of interests on debts related to financed assets(3)

1

1

(1)

n/a

Elimination of interests on lease liabilities(3)

 

67

5

9

120

 

 

 

120

 

(120)

 

n/a

Operating Income

 

1,027

621

(538)

5,715

 

(195)

 

1

 

5,521

 

 

5,521

Cost of gross financial debt except financed assets

 

 

(1,099)

Interests on debts related to financed assets(3)

(1)

Gains (losses) on assets contributing to net financial debt

(1)

Foreign exchange gain (loss)

 

 

(103)

Interests on lease liabilities(3)

 

 

(120)

Other net financial expenses

 

 

11

Finance costs, net

(1,314)

Income Taxes

 

 

848

Consolidated net income

 

 

5,055

Consolidated financial statements 2021

F-23

1.5    Segment investments

(in millions of euros)

  

France

  

  

  

Spain

Other

Elimina-

European

tions

countries

Europe

December 31, 2021

 

  

 

  

 

  

eCapex (1)

 

4,117

 

980

913

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

 

49

 

1

65

 

Telecommunications licenses

 

264

 

618

32

 

Financed assets

 

40

 

0

0

 

Total investments (4)

 

4,471

 

1,598

1,010

 

December 31, 2020

 

 

 

  

eCapex (1)

 

3,748

 

969

878

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

136

75

22

Telecommunications licenses

 

876

 

6

67

 

Financed assets

 

241

 

 

Total investments (4)

 

5,001

 

1,050

967

 

December 31, 2019

 

 

 

  

eCapex (1)

 

4,052

 

812

869

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

95

185

103

Telecommunications licenses

 

 

298

9

 

Financed assets

 

144

 

 

Total investments (4)

 

4,291

 

1,296

982

 

(1)See Note 1.9 for eCapex definition.
(2)Including investments in intangible assets and property, plant and equipment in France for 206 million euros in 2021, 218 million euros in 2020 and 254 million euros in 2019.
(3)Including investments in intangible assets and property, plant and equipment in France for 271 million euros in 2021, 303 million euros in 2020 and 336 million euros in 2019.
(4)Including 2,842 million euros for other intangible assets and 5,947 million euros for tangible assets in 2021.

Including 2,940 million euros for other intangible assets and 5,848 million euros for tangible assets in 2020.

Including 2,385 million euros for other intangible assets and 6,181 million euros for tangible assets in 2019.

Consolidated financial statements 20212022

F-24

(in millions of euros)

  

Europe

  

Africa &

  

Enterprise(2)

  

International

  

Eliminations

  

Total

  

Mobile

  

Eliminations

  

Orange

Total

Middle-East

  

Carriers

telecom

telecom

Financial

telecom

consolidated

& Shared

activities

activities

Services

activities/

financial

Services(3)

and

mobile

statements

    

unallocated

    

    

financial

    

    

    

    

    

items

    

    

    

services

    

December 31, 2021

 

  

  

  

  

  

 

  

 

  

 

  

eCapex (1)

 

1,893

1,064

318

243

7,636

 

24

 

 

7,660

Elimination of proceeds from sales of property, plant and equipment and intangible assets

 

66

5

7

36

163

 

 

 

163

Telecommunications licenses

 

650

12

0

926

 

 

 

926

Financed assets

 

40

 

 

 

40

Total investments (4)

 

2,609

1,082

325

279

8,766

 

24

 

 

8,789

December 31, 2020

 

  

 

 

  

 

eCapex (1)

 

1,847

1,036

339

133

7,102

 

30

 

 

7,132

Elimination of proceeds from sales of property, plant and equipment and intangible assets

97

9

23

180

444

444

Telecommunications licenses

 

73

20

0

0

969

 

 

 

969

Financed assets

 

241

 

 

 

241

Total investments (4)

 

2,017

1,065

362

313

8,757

 

30

 

 

8,787

December 31, 2019

 

  

 

 

  

 

eCapex (1)

 

1,681

987

404

141

7,265

 

28

 

 

7,293

Elimination of proceeds from sales of property, plant and equipment and intangible assets

289

13

5

208

610

610

Telecommunications licenses

 

308

212

0

0

519

 

 

 

519

Financed assets

 

144

 

 

 

144

Total investments (4)

 

2,277

1,211

410

348

8,538

 

28

 

 

8,565

1.6    Segment investments

(in millions of euros)

  

France(1)

  

Europe

Spain(1)

  

Other

  

Elimina-

European

tions

countries(3)

Europe

December 31, 2022

 

  

 

  

 

  

eCAPEX(4)

 

3,429

 

863

1,020

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

 

126

 

56

 

Telecommunications licenses

 

9

 

10

664

 

Financed assets

 

229

 

 

Total investments(7)

 

3,793

 

873

1,739

 

December 31, 2021

 

 

 

  

eCAPEX(4)

 

4,117

 

980

913

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

49

1

65

Telecommunications licenses

 

264

 

618

32

 

Financed assets

 

40

 

 

Total investments (7)

 

4,471

 

1,598

1,010

 

December 31, 2020

 

 

 

  

eCAPEX(4)

 

3,748

 

969

878

 

Elimination of proceeds from sales of property, plant and equipment and intangible assets

136

75

22

Telecommunications licenses

 

876

 

6

67

 

Financed assets

 

241

 

 

Total investments (7)

 

5,001

 

1,050

967

 

(1)In 2021 and 2020, Totem's figures are included in France, Spain and International Carriers & Shared Services segments (see Note 1.1).
(2)Including investments in intangible assets and property, plant and equipment in France for 110 million euros in 2022.
(3)Other European countries segment includes the contribution of Telekom Romania Communications acquired on September 30, 2021.
(4)See Note 1.10 for eCAPEX definition.
(5)Including investments in intangible assets and property, plant and equipment in France for 209 million euros in 2022, 206 million euros in 2021 and 218 million euros in 2020.
(6)Including investments in intangible assets and property, plant and equipment in France for 325 million euros in 2022, 271 million euros in 2021 and 303 million euros in 2020.
(7)Including 2,678 million euros for other intangible assets and 6,329 million euros for tangible assets in 2022.

Including 2,842 million euros for other intangible assets and 5,947 million euros for tangible assets in 2021.

Including 2,940 million euros for other intangible assets and 5,848 million euros for tangible assets in 2020.

Consolidated financial statements 20212022

F-25

1.6    Segment assets

(in millions of euros)

  

France

  

  

Spain

Other

Elimina-

European

tions

countries

Europe

December 31, 2021

 

  

 

  

 

  

Goodwill

 

14,364

 

3,170

2,910

 

Other intangible assets

 

4,543

 

2,259

1,727

 

Property, plant and equipment

 

16,975

 

3,834

3,967

 

Right-of-use assets

2,014

1,093

1,104

Interests in associates and joint ventures

 

1,061

 

303

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

9

 

16

15

 

Total non-current assets

 

38,966

 

10,372

10,025

 

Inventories

 

438

 

61

176

 

Trade receivables

 

2,125

 

643

1,147

 

1

Other customer contract assets

379

176

407

Prepaid expenses

 

35

 

417

69

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

737

 

72

183

 

Total current assets

 

3,713

 

1,368

1,982

 

1

Total assets

 

42,679

 

11,740

12,007

 

1

December 31, 2020

 

  

 

  

 

  

Goodwill

 

14,364

 

6,872

2,640

 

Other intangible assets

 

4,957

 

1,852

1,795

 

Property, plant and equipment

 

16,038

 

3,750

3,903

 

Right-of-use assets

1,523

1,129

1,052

Interests in associates and joint ventures

 

9

 

5

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

9

 

17

25

 

Total non-current assets

 

36,900

 

13,619

9,421

 

Inventories

 

361

 

57

162

 

Trade receivables

 

1,975

 

645

1,046

 

(0)

Other customer contract assets

386

154

367

Prepaid expenses

 

53

 

492

51

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

803

 

117

79

 

Total current assets

 

3,578

 

1,465

1,705

 

(0)

Total assets

 

40,477

 

15,085

11,126

 

(0)

December 31, 2019

 

  

 

  

 

  

Goodwill

 

14,364

 

6,872

2,665

 

Other intangible assets

 

3,968

 

1,961

1,941

 

Property, plant and equipment

 

15,308

 

3,673

4,109

 

Right-of-use assets

1,174

1,123

1,068

Interests in associates and joint ventures

 

3

 

5

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

10

 

17

22

 

Total non-current assets

 

34,827

 

13,645

9,811

 

Inventories

 

463

 

61

149

 

Trade receivables

 

1,477

 

667

1,210

 

3

Other customer contract assets

432

150

380

Prepaid expenses

 

41

 

401

43

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

699

 

62

74

 

Total current assets

 

3,113

 

1,341

1,855

 

3

Total assets

 

37,940

 

14,986

11,666

 

3

(in millions of euros)

  

Europe

  

Africa &

  

Enterprise(5)

  

Totem(1)(2)

  

International

  

Eliminations

  

Total

  

Mobile

  

Eliminations

  

Orange

Total

Middle-East

  

Carriers

telecom

telecom

Financial

telecom

consolidated

& Shared

activities

activities

Services

activities/

financial

Services(1)(6)

and

mobile

statements

    

unallocated

    

    

financial

    

    

    

    

    

    

items

    

    

    

services

    

December 31, 2022

 

  

  

  

  

  

  

 

  

 

  

 

  

eCAPEX(4)

 

1,883

1,271

332

142

278

7,335

 

35

 

 

7,371

Elimination of proceeds from sales of property, plant and equipment and intangible assets

 

56

99

11

55

347

 

 

 

347

Telecommunications licenses

 

674

377

1,060

 

 

 

1,060

Financed assets

 

229

 

 

 

229

Total investments (7)

 

2,612

1,747

344

142

333

8,971

 

35

 

 

9,007

December 31, 2021

 

  

 

 

  

 

eCAPEX(4)

 

1,893

1,064

318

n/a

243

7,636

 

24

 

 

7,660

Elimination of proceeds from sales of property, plant and equipment and intangible assets

66

5

7

n/a

36

163

163

Telecommunications licenses

 

650

12

n/a

926

 

 

 

926

Financed assets

 

n/a

40

 

 

 

40

Total investments (7)

 

2,609

1,082

325

n/a

279

8,766

 

24

 

 

8,789

December 31, 2020

 

  

 

 

  

 

eCAPEX(4)

 

1,847

1,036

339

n/a

133

7,102

 

30

 

 

7,132

Elimination of proceeds from sales of property, plant and equipment and intangible assets

97

9

23

n/a

180

444

444

Telecommunications licenses

 

73

20

n/a

969

 

 

 

969

Financed assets

 

n/a

241

 

 

 

241

Total investments (7)

 

2,017

1,065

362

n/a

313

8,757

 

30

 

 

8,787

(1)Including intangible and tangible assets for 564 million euros in France in 2021, 573 million euros in 2020 and 642 million euros in 2019.
(2)Including intangible and tangible assets for 1,687 million euros in France in 2021, 1,731 million euros in 2020 and 1,736 million euros in 2019. Intangible assets also include the Orange brand for 3,133 million euros.

Consolidated financial statements 20212022

F-26

(in millions of euros)

Europe

Africa &

Enterprise

International

Eliminations

Total

Mobile

Eliminations

Orange

Total

Middle-East

Carriers

telecom

telecom

Financial

telecom

 consolidated

& Shared

activities

activities

Services

activities /

financial

Services

and

mobile

statements

unallocated

financial

  

  

  

items

  

  

  

services

  

December 31, 2021

 

  

  

  

 

 

  

 

  

 

  

 

  

 

  

Goodwill

 

6,079

1,465

2,237

18

 

 

 

24,163

 

28

 

24,192

Other intangible assets

 

3,985

1,974

622

(1)

3,728

(2)

 

 

14,852

 

88

 

14,940

Property, plant and equipment

 

7,801

4,113

466

(1)

1,125

(2)

 

(0)

 

30,479

 

5

 

30,484

Right-of-use assets

2,197

918

478

2,074

7,681

21

7,702

Interests in associates and joint ventures

 

303

67

2

6

 

 

(0)

 

1,440

 

 

1,440

Non-current assets included in the calculation of net financial debt

 

 

 

709

 

709

 

 

709

Other

 

31

32

43

39

 

 

1,725

1,878

 

919

(4)

(27)

2,769

Total non-current assets

 

20,396

8,569

3,848

6,990

 

 

2,433

 

81,202

 

1,062

(27)

82,236

Inventories

 

237

93

70

114

 

 

(0)

 

951

 

0

952

Trade receivables

 

1,791

833

1,162

904

 

 

(774)

 

6,040

 

91

(103)

6,029

Other customer contract assets

583

13

485

0

0

1,460

1,460

Prepaid expenses

 

486

200

95

53

 

 

(30)

 

839

 

14

(1)

851

Current assets included in the calculation of net financial debt

 

0

0

0

0

 

 

10,462

 

10,462

 

10,462

Other

 

255

1,484

214

389

 

 

163

 

3,241

 

2,848

(5)

(9)

6,080

Total current assets

 

3,351

2,623

2,026

1,460

 

 

9,821

 

22,994

 

2,953

 

(113)

25,834

Total assets

 

23,747

11,192

5,873

8,450

 

 

12,255

 

104,196

 

4,015

 

(140)

108,071

December 31, 2020

 

 

 

 

 

 

Goodwill

 

9,512

1,443

2,225

18

 

 

 

27,561

 

35

 

27,596

Other intangible assets

 

3,647

2,046

640

(1)

3,753

(2)

 

 

15,042

 

93

 

15,135

Property, plant and equipment

 

7,653

3,751

488

(1)

1,139

(2)

 

 

29,069

 

6

 

29,075

Right-of-use assets

2,181

921

456

1,898

6,979

30

7,009

Interests in associates and joint ventures

 

5

70

2

12

 

 

 

98

 

 

98

Non-current assets included in the calculation of net financial debt

 

 

 

774

 

774

 

 

774

Other

 

42

26

31

20

 

 

1,576

(3)

1,704

 

1,219

(4)

(27)

2,896

Total non-current assets

 

23,040

8,257

3,840

6,840

 

 

2,350

 

81,226

 

1,383

 

(27)

82,582

Inventories

 

219

77

57

100

 

 

 

814

 

 

814

Trade receivables

 

1,691

769

1,081

890

 

 

(761)

 

5,645

 

30

 

(55)

5,620

Other customer contract assets

521

13

317

1,236

1,236

Prepaid expenses

 

542

131

77

66

 

 

(28)

 

841

 

9

 

(1)

850

Current assets included in the calculation of net financial debt

 

 

 

11,260

 

11,260

 

 

11,260

Other

 

197

1,196

200

386

 

 

155

 

2,937

 

2,381

(5)

(4)

5,313

Total current assets

 

3,170

2,185

1,733

1,442

 

 

10,627

 

22,734

 

2,421

 

(61)

25,094

Total assets

 

26,210

10,442

5,573

8,282

 

 

12,977

 

103,961

 

3,804

 

(88)

107,676

December 31, 2019

 

  

  

  

 

 

  

 

  

 

  

 

  

  

Goodwill

 

9,537

1,481

2,245

18

 

 

 

27,644

 

 

27,644

Other intangible assets

 

3,903

2,318

695

(1)

3,766

(2)

 

 

14,649

 

88

 

14,737

Property, plant and equipment

 

7,782

3,674

526

(1)

1,128

(2)

 

 

28,418

 

5

 

28,423

Right-of-use assets

2,190

1,107

387

1,815

6,674

26

6,700

Interests in associates and joint ventures

 

5

84

1

10

 

 

 

103

 

 

103

Non-current assets included in the calculation of net financial debt

 

 

 

685

 

685

 

 

685

Other

 

39

22

25

19

 

 

2,052

(3)

2,168

 

1,268

(4)

(27)

3,409

Total non-current assets

 

23,456

8,686

3,878

6,757

 

 

2,736

 

80,342

 

1,387

 

(27)

81,701

Inventories

 

211

76

60

96

 

 

 

906

 

 

906

Trade receivables

 

1,879

720

1,067

974

 

 

(773)

 

5,343

 

1

 

(24)

5,320

Other customer contract assets

529

11

237

1,209

1,209

Prepaid expenses

 

444

87

143

26

 

 

(16)

 

725

 

5

 

730

Current assets included in the calculation of net financial debt

 

 

 

10,820

 

10,820

 

 

10,820

Other

 

136

968

216

330

 

 

145

 

2,494

 

3,511

(5)

(3)

6,002

Total current assets

 

3,199

1,862

1,723

1,426

 

 

10,176

 

21,498

 

3,517

 

(28)

24,987

Total assets

 

26,655

10,549

5,601

8,182

 

 

12,912

 

101,840

 

4,904

 

(55)

106,689

1.7    Segment assets

(in millions of euros)

    

France(1)

    

Europe

Spain(1)

    

Other

    

Elimina-

European

tions

countries

Europe

December 31, 2022

 

  

 

  

 

  

Goodwill

 

13,176

 

2,734

1,852

 

Other intangible assets

 

4,331

 

1,994

2,287

 

Property, plant and equipment

 

16,906

 

3,640

4,239

 

Right-of-use assets

1,946

1,035

1,023

Interests in associates and joint ventures

 

1,070

 

313

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

9

 

12

43

 

Total non-current assets

 

37,438

 

9,415

9,755

 

Inventories

 

429

 

73

187

 

Trade receivables

 

2,055

 

601

1,176

 

(1)

Other customer contract assets

371

174

425

Prepaid expenses

 

41

 

373

61

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

789

 

77

215

 

Total current assets

 

3,685

 

1,298

2,064

 

(1)

Total assets

 

41,123

 

10,714

11,819

 

(1)

December 31, 2021

 

  

 

  

 

  

Goodwill

 

14,364

 

3,170

2,910

 

Other intangible assets

 

4,543

 

2,259

1,727

 

Property, plant and equipment

 

16,975

 

3,834

3,967

 

Right-of-use assets

2,014

1,093

1,104

Interests in associates and joint ventures

 

1,061

 

303

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

9

 

16

15

 

Total non-current assets

 

38,966

 

10,372

10,025

 

Inventories

 

438

 

61

176

 

Trade receivables

 

2,125

 

643

1,147

 

1

Other customer contract assets

379

176

407

Prepaid expenses

 

35

 

417

69

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

737

 

72

183

 

Total current assets

 

3,713

 

1,368

1,982

 

1

Total assets

 

42,679

 

11,740

12,007

 

1

December 31, 2020

 

  

 

  

 

  

Goodwill

 

14,364

 

6,872

2,640

 

Other intangible assets

 

4,957

 

1,852

1,795

 

Property, plant and equipment

 

16,038

 

3,750

3,903

 

Right-of-use assets

1,523

1,129

1,052

Interests in associates and joint ventures

 

9

 

5

 

Non-current assets included in the calculation of net financial debt

 

 

 

Other

 

9

 

17

25

 

Total non-current assets

 

36,900

 

13,619

9,421

 

Inventories

 

361

 

57

162

 

Trade receivables

 

1,975

 

645

1,046

 

Other customer contract assets

386

154

367

Prepaid expenses

 

53

 

492

51

 

Current assets included in the calculation of net financial debt

 

 

 

Other

 

803

 

117

79

 

Total current assets

 

3,578

 

1,465

1,705

 

Total assets

 

40,477

 

15,085

11,126

 

(3)(1)2019In 2021 and 2020, Totem's figures have been restated of the IFRS IC decision on the calculation of obligations relating to certain defined benefit pension plansare included in France, Spain and International Carriers & Shared Services segments (see Note 2.3.1)1.1).
(4)(2)Including 900 million euros of non-current financialintangible and tangible assets related to Mobile Financial Services in 2021, 1,210for 748 million euros in 2020France in 2022.
(3)Including intangible and 1,259tangible assets in France for 526 million euros in 2019 (see Note 17.1.1).
(5)Including 2,385 million euros of current financial assets related to Mobile Financial Services in 2021 (of which 433 million euros related to trade receivables sold by Orange Spain), 2,0772022, 564 million euros in 2020 (of which 183 million euros related to trade receivables sold by Orange Spain)2021 and 3,098573 million euros in 2019 (see Note 17.1.1).2020.

Consolidated financial statements 20212022

F-27

1.7    Segment equity and liabilities

(in millions of euros)

      

France

      

      

      

Spain

Other

Elimina-

European

tions

countries

Europe

December 31, 2021

Equity

 

 

 

Non-current lease liabilities

1,668

1,015

941

Non-current fixed assets payables

 

639

 

462

165

 

Non-current employee benefits

 

1,643

 

5

21

 

Non-current liabilities included in the calculation of net financial debt

 

 

 

Other

 

578

 

57

327

 

Total non-current liabilities

 

4,528

 

1,539

1,454

 

Current lease liabilities

312

193

198

Current fixed assets payables

 

1,402

 

551

450

 

Trade payables

 

2,804

 

782

992

 

1

Customer contracts liabilities

942

182

518

Current employee benefits

 

1,210

 

43

111

 

Deferred income

 

 

84

20

 

Current liabilities included in the calculation of net financial debt

 

 

 

Other

 

795

 

218

266

 

Total current liabilities

 

7,465

 

2,053

2,555

 

1

Total equity and liabilities

 

11,993

 

3,592

4,009

 

1

December 31, 2020

 

 

 

Equity

 

 

 

Non-current lease liabilities

 

1,238

 

977

904

 

Non-current fixed assets payables

613

339

186

Non-current employee benefits

 

1,007

(3)

9

15

 

Non-current liabilities included in the calculation of net financial debt

 

 

 

Other

 

583

 

65

302

 

Total non-current liabilities

 

3,442

 

1,389

1,407

 

Current lease liabilities

240

277

186

Current fixed assets payables

 

1,564

 

655

413

 

Trade payables

 

2,646

 

987

880

 

(0)

Customer contracts liabilities

940

103

303

Current employee benefits

 

1,166

 

38

101

 

Deferred income

 

2

 

114

5

 

Current liabilities included in the calculation of net financial debt

 

 

 

Other

 

670

 

131

242

 

Total current liabilities

 

7,229

 

2,304

2,129

 

(0)

Total equity and liabilities

 

10,670

 

3,692

3,536

 

(0)

December 31, 2019

 

  

 

  

 

  

Equity

 

 

 

Non-current lease liabilities

961

945

902

Non-current fixed assets payables

35

366

251

Non-current employee benefits

 

1,309

(3)

17

34

Non-current liabilities included in the calculation of net financial debt

 

Other

 

574

80

301

Total non-current liabilities

 

2,878

1,409

1,487

Current lease liabilities

170

284

192

Current fixed assets payables

 

1,144

563

407

Trade payables

 

2,682

1,051

935

3

Customer contracts liabilities

 

1,015

98

335

Current employee benefits

 

1,224

33

110

Deferred income

 

2

6

Current liabilities included in the calculation of net financial debt

 

0

Other

 

781

178

268

Total current liabilities

 

7,017

2,207

2,252

3

Total equity and liabilities

 

9,894

3,616

3,739

3

(1)Including in 2021, 86 million euros of non-current financial liabilities, 102 million euros in 2020 and 101 million euros in 2019.
(2)Including in 2021, 3,161 million euros of current financial liabilities related to Mobile Financial Services activities, 3,128 million euros in 2020 and 4,280 million euros in 2019 (see Note 17.1).
(3)2019 and 2020 figures have been restated of the IFRS IC decision on the calculation of obligations relating to certain defined benefit pension plans (see Note 2.3.1).

Consolidated financial statements 2021

F-28

(in millions of euros)

      

Europe

      

Africa &

      

Enterprise

      

International

      

Eliminations

      

Total

      

Mobile

      

Eliminations

      

Orange

Total

Middle-East

Carriers

telecom

telecom

Financial

telecom

 consolidated

& Shared

activities

activities

Services

activities /

financial

Services

and

mobile

statements

unallocated

financial

  

  

items

  

  

  

services

  

December 31, 2021

Equity

 

 

35,806

 

35,806

 

(445)

 

 

35,361

Non-current lease liabilities

1,956

805

378

1,863

6,669

27

6,696

Non-current fixed assets payables

 

627

104

0

0

 

 

1,370

 

 

 

1,370

Non-current employee benefits

 

26

80

277

760

 

(0)

 

2,787

 

11

 

 

2,798

Non-current liabilities included in the calculation of net financial debt

 

 

32,083

 

32,083

 

 

 

32,083

Other

 

385

74

20

52

 

1,312

 

2,421

 

93

(1)

(27)

 

2,487

Total non-current liabilities

 

2,993

1,063

676

2,675

 

33,395

 

45,330

 

131

(27)

 

45,434

Current lease liabilities

391

181

106

375

(0)

1,364

4

1,369

Current fixed assets payables

 

1,001

543

58

107

 

0

 

3,110

 

1

 

3,111

Trade payables

 

1,774

1,139

771

969

 

(774)

 

6,684

 

157

(103)

 

6,738

Customer contracts liabilities

700

130

599

170

(28)

2,513

0

(1)

2,512

Current employee benefits

 

154

82

446

395

 

(0)

 

2,289

 

27

 

2,316

Deferred income

 

104

31

35

9

 

(2)

 

176

 

3

(0)

 

180

Current liabilities included in the calculation of net financial debt

 

 

3,549

 

3,549

 

(4)

 

3,545

Other

 

485

1,833

278

570

 

(587)

 

3,374

 

4,136

(2)

(5)

 

7,505

Total current liabilities

 

4,609

3,939

2,294

2,595

 

2,158

 

23,060

 

4,329

(113)

 

27,276

Total equity and liabilities

 

7,602

5,002

2,970

5,270

 

71,360

 

104,196

 

4,015

(140)

 

108,071

December 31, 2020

 

 

 

 

 

Equity

 

 

37,413

(3)

37,413

 

(213)

 

37,200

Non-current lease liabilities

1,881

825

346

1,553

5,843

31

5,875

Non-current fixed assets payables

 

525

153

 

 

1,291

 

 

1,291

Non-current employee benefits

 

23

72

216

(3)

656

(3)

 

1,975

 

8

 

1,984

Non-current liabilities included in the calculation of net financial debt

 

 

30,858

 

30,858

 

 

30,858

Other

 

367

69

39

44

 

990

 

2,092

 

110

(1)

(27)

 

2,175

Total non-current liabilities

 

2,796

1,119

602

2,253

 

31,847

 

42,059

 

150

(27)

 

42,182

Current lease liabilities

463

141

118

529

1,491

5

1,496

Current fixed assets payables

 

1,068

523

60

135

 

(1)

 

3,349

 

 

3,349

Trade payables

 

1,867

1,066

745

848

 

(761)

 

6,411

 

120

(55)

 

6,475

Customer contracts liabilities

405

126

422

119

(27)

1,985

(1)

1,984

Current employee benefits

 

138

72

415

374

 

 

2,166

 

27

 

2,192

Deferred income

 

119

36

1

6

 

(0)

 

165

 

 

165

Current liabilities included in the calculation of net financial debt

 

 

5,207

 

5,207

 

(2)

 

5,205

Other

 

373

1,435

257

900

 

80

 

3,714

 

3,715

(2)

(2)

 

7,427

Total current liabilities

 

4,432

3,398

2,019

2,911

 

4,498

 

24,488

 

3,867

 

(61)

 

28,294

Total equity and liabilities

 

7,229

4,517

2,622

5,165

 

73,757

 

103,960

 

3,804

 

(88)

 

107,676

December 31, 2019

 

  

  

  

 

  

 

 

  

 

  

 

  

Equity

 

 

34,577

 (3)

34,577

 

(16)

 

 

34,561

Non-current lease liabilities

1,847

979

288

1,490

5,564

29

5,593

Non-current fixed assets payables

616

166

817

817

Non-current employee benefits

 

51

68

240

(3)

676

(3)

2,343

9

2,353

Non-current liabilities included in the calculation of net financial debt

 

 

33,562

33,562

33,562

Other

 

382

55

39

55

 

849

1,954

109

(1)

(27)

2,035

Total non-current liabilities

 

2,896

1,268

566

2,221

 

34,411

42,240

147

(27)

44,360

Current lease liabilities

477

157

110

422

1,335

4

1,339

Current fixed assets payables

 

970

529

72

135

 

(1)

2,848

2,848

Trade payables

 

1,989

1,136

784

763

 

(773)

6,581

125

(24)

6,682

Customer contracts liabilities

 

433

123

412

126

 

(15)

2,094

2,093

Current employee benefits

 

142

71

407

411

 

2,254

6

2,261

Deferred income

 

6

36

1

7

 

51

51

Current liabilities included in the calculation of net financial debt

 

 

3,950

3,950

(3)

3,947

Other

 

446

1,211

283

846

 

341

3,908

4,638

(2)

8,545

Total current liabilities

 

4,461

3,264

2,068

2,711

 

3,501

23,021

4,773

(28)

27,767

Total equity and liabilities

 

7,357

4,532

2,635

4,933

 

72,488

101,839

4,904

(55)

106,689

(in millions of euros)

Europe

Africa &

Enterprise

Totem(1)(2)

International

Eliminations

Total

Mobile

Eliminations

Orange

Total

Middle East

Carriers

telecom

telecom

Financial

telecom

 consolidated

& Shared

activities

activities

Services

activities /

financial

Services(1)

and

mobile

statements

unallocated

financial

  

  

  

items

  

  

  

services

  

December 31, 2022

 

  

  

  

 

  

 

  

 

  

 

  

 

  

 

  

Goodwill

 

4,586

1,420

2,289

1,624

 

18

 

 

23,113

 

 

23,113

Other intangible assets

 

4,280

1,956

577

(3)

6

3,741

(4)

 

14,892

 

54

 

14,946

Property, plant and equipment

 

7,879

4,315

417

(3)

943

1,169

(4)

 

31,630

 

10

 

31,640

Right-of-use assets

2,058

819

438

649

2,002

7,912

23

7,936

Interests in associates and joint ventures

 

313

89

3

 

12

 

 

1,486

 

 

1,486

Non-current assets included in the calculation of net financial debt

 

 

 

1,390

 

1,390

 

 

1,390

Other

 

55

27

36

4

 

21

 

1,430

1,583

 

781

(5)

(27)

2,337

Total non-current assets

 

19,171

8,626

3,761

3,226

 

6,964

 

2,820

 

82,005

 

869

(27)

82,847

Inventories

 

260

127

91

 

141

 

 

1,048

 

1,048

Trade receivables

 

1,776

954

1,339

272

 

1,042

 

(1,200)

 

6,237

 

130

(62)

6,305

Other customer contract assets

600

11

588

1,570

1,570

Prepaid expenses

 

434

178

125

19

61

 

(28)

 

830

 

22

851

Current assets included in the calculation of net financial debt

 

 

10,451

 

10,451

 

10,451

Other

 

292

1,720

278

13

424

 

150

 

3,666

 

2,931

(6)

(18)

6,579

Total current assets

 

3,361

2,991

2,421

304

1,668

 

9,373

 

23,801

 

3,083

 

(81)

26,803

Total assets

 

22,532

11,616

6,182

3,530

8,631

 

12,192

 

105,807

 

3,951

 

(108)

109,650

December 31, 2021

 

 

 

 

 

Goodwill

 

6,079

1,465

2,237

n/a

18

 

 

24,163

 

28

 

24,192

Other intangible assets

 

3,985

1,974

622

(3)

n/a

3,728

(4)

 

14,852

 

88

 

14,940

Property, plant and equipment

 

7,801

4,113

466

(3)

n/a

1,125

(4)

 

30,479

 

5

 

30,484

Right-of-use assets

2,197

918

478

n/a

2,074

7,681

21

7,702

Interests in associates and joint ventures

 

303

67

2

n/a

6

 

 

1,440

 

 

1,440

Non-current assets included in the calculation of net financial debt

 

n/a

 

709

 

709

 

 

709

Other

 

31

32

43

n/a

39

 

1,725

1,878

 

919

(5)

(27)

2,769

Total non-current assets

 

20,396

8,569

3,848

n/a

6,990

 

2,433

 

81,202

 

1,062

 

(27)

82,236

Inventories

 

237

93

70

n/a

114

 

 

951

 

 

952

Trade receivables

 

1,791

833

1,162

n/a

904

 

(774)

 

6,040

 

91

 

(103)

6,029

Other customer contract assets

583

13

485

n/a

1,460

1,460

Prepaid expenses

 

486

200

95

n/a

53

 

(30)

 

839

 

14

 

(1)

851

Current assets included in the calculation of net financial debt

 

n/a

 

10,462

 

10,462

 

 

10,462

Other

 

255

1,484

214

n/a

389

 

163

 

3,241

 

2,848

(6)

(9)

6,080

Total current assets

 

3,351

2,623

2,026

n/a

1,460

 

9,821

 

22,994

 

2,953

 

(113)

25,834

Total assets

 

23,747

11,192

5,873

n/a

8,450

 

12,255

 

104,196

 

4,015

 

(140)

108,071

December 31, 2020

 

  

  

  

  

 

  

 

  

 

  

 

  

  

Goodwill

 

9,512

1,443

2,225

n/a

18

 

 

27,561

 

35

 

27,596

Other intangible assets

 

3,647

2,046

640

(3)

n/a

3,753

(4)

 

15,042

 

93

 

15,135

Property, plant and equipment

 

7,653

3,751

488

(3)

n/a

1,139

(4)

 

29,069

 

6

 

29,075

Right-of-use assets

2,181

921

456

n/a

1,898

6,979

30

7,009

Interests in associates and joint ventures

 

5

70

2

n/a

12

 

 

98

 

 

98

Non-current assets included in the calculation of net financial debt

 

n/a

 

774

 

774

 

 

774

Other

 

42

26

31

n/a

20

 

1,576

1,704

 

1,219

(5)

(27)

2,896

Total non-current assets

 

23,040

8,257

3,840

n/a

6,840

 

2,350

 

81,226

 

1,383

 

(27)

82,582

Inventories

 

219

77

57

n/a

 

100

 

 

814

 

 

814

Trade receivables

 

1,691

769

1,081

n/a

 

890

 

(761)

 

5,645

 

30

 

(55)

5,620

Other customer contract assets

521

13

317

n/a

1,236

1,236

Prepaid expenses

 

542

131

77

n/a

 

66

 

(28)

 

841

 

9

 

(1)

850

Current assets included in the calculation of net financial debt

 

n/a

 

 

11,260

 

11,260

 

 

11,260

Other

 

197

1,196

200

n/a

 

386

 

155

 

2,937

 

2,381

(6)

(4)

5,313

Total current assets

 

3,170

2,185

1,733

n/a

 

1,442

 

10,627

 

22,734

 

2,421

 

(61)

25,094

Total assets

 

26,210

10,442

5,573

n/a

 

8,282

 

12,977

 

103,961

 

3,804

 

(88)

107,676

(4)Including intangible and tangible assets in France for 1,746 million euros in 2022, 1,687 million euros in 2021 and 1,731 million euros in 2020. Intangible assets also include the Orange brand for 3,133 million euros.
(5)Including 772 million euros of non-current financial assets related to Mobile Financial Services in 2022, 900 million euros in 2021 and 1,210 million euros in 2020 (see Note 17.1.1).
(6)Including 2,747 million euros of current financial assets related to Mobile Financial Services in 2022 (of which 519 million euros related to trade receivables sold by Orange Spain), 2,385 million euros in 2021 and 2,077 million euros in 2020.

Consolidated financial statements 2022

F-28

1.8    Segment equity and liabilities

(in millions of euros)

      

France(1)

      

Europe

Spain(1)

      

Other

      

Elimina-

European

tions

countries

Europe

December 31, 2022

Equity

 

 

 

Non-current lease liabilities

1,740

961

870

Non-current fixed assets payables

 

468

 

429

396

 

Non-current employee benefits

 

1,522

 

5

18

 

Non-current liabilities included in the calculation of net financial debt

 

 

 

Other

 

347

 

13

247

 

Total non-current liabilities

 

4,076

 

1,408

1,531

 

Current lease liabilities

214

178

194

Current fixed assets payables

 

1,383

 

451

460

 

Trade payables

 

2,924

 

868

971

 

(1)

Customer contracts liabilities

830

228

513

Current employee benefits

 

1,243

 

56

125

 

Deferred income

 

 

67

20

 

Current liabilities included in the calculation of net financial debt

 

 

 

Other

 

763

 

143

269

 

Total current liabilities

 

7,357

 

1,992

2,552

 

(1)

Total equity and liabilities

 

11,433

 

3,399

4,083

 

(1)

December 31, 2021

 

 

 

Equity

 

 

 

Non-current lease liabilities

 

1,668

 

1,015

941

 

Non-current fixed assets payables

639

462

165

Non-current employee benefits

 

1,643

5

21

 

Non-current liabilities included in the calculation of net financial debt

 

 

 

Other

 

578

 

57

327

 

Total non-current liabilities

 

4,528

 

1,539

1,454

 

Current lease liabilities

312

193

198

Current fixed assets payables

 

1,402

 

551

450

 

Trade payables

 

2,804

 

782

992

 

1

Customer contracts liabilities

942

182

518

Current employee benefits

 

1,210

 

43

111

 

Deferred income

 

 

84

20

 

Current liabilities included in the calculation of net financial debt

 

 

 

Other

 

795

 

218

266

 

Total current liabilities

 

7,465

 

2,053

2,555

 

1

Total equity and liabilities

 

11,993

 

3,592

4,009

 

1

December 31, 2020

 

  

 

  

 

  

Equity

 

 

 

Non-current lease liabilities

1,238

977

904

Non-current fixed assets payables

613

339

186

Non-current employee benefits

 

1,007

9

15

Non-current liabilities included in the calculation of net financial debt

 

Other

 

583

65

302

Total non-current liabilities

 

3,442

1,389

1,407

Current lease liabilities

240

277

186

Current fixed assets payables

 

1,564

655

413

Trade payables

 

2,646

987

880

Customer contracts liabilities

 

940

103

303

Current employee benefits

 

1,166

38

101

Deferred income

 

2

114

5

Current liabilities included in the calculation of net financial debt

 

Other

 

670

131

242

Total current liabilities

 

7,229

2,304

2,129

Total equity and liabilities

 

10,670

3,692

3,536

(1)In 2021 and 2020, Totem's figures are included in France, Spain and International Carriers & Shared Services segments (see Note 1.1).
(2)Including in 2022, 171 million of euros of non-current financial liabilities, 86 million euros in 2021 and 102 million euros in 2020.
(3)Including in 2022, 3,034 million euros of current financial liabilities related to Mobile Financial Services activities, 3,161 million euros in 2021 and 3,128 million euros in 2020 (see Note 17.1.2).

Consolidated financial statements 2022

F-29

1.8    Simplified statement of cash flows on telecommunication and Mobile Financial Services activities

2021

    

Telecom 

    

Mobile

    

Eliminations 

    

Orange 

 

activities

Financial

telecom 

consoli-

 

Services

activities / 

dated financial 

 

mobile financial

statement

 

(in millions of euros)

 

  

 

  

 

services

 

  

Operating activities

Consolidated net income

 

958

 

(181)

 

0

 

778

Non-monetary items and reclassified items for presentation

 

14,504

 

86

 

1

 

14,592

Changes in working capital and operating banking activities

 

 

 

 

Decrease (increase) in inventories, gross

 

(126)

(0)

(126)

Decrease (increase) in trade receivables, gross

 

37

(21)

47

64

Increase (decrease) in trade payables

 

47

37

(47)

36

Changes in other customer contract assets and liabilities

140

140

Changes in other assets and liabilities

 

21

(313)

(292)

Other net cash out

 

 

 

 

Operating taxes and levies paid

 

(1,874)

 

(6)

 

 

(1,880)

Dividends received

 

12

 

 

 

12

Interest paid and interest rates effects on derivatives, net

 

(1,130)

(1)  

(3)

 

(1)

 

(1,134)

Income tax paid

 

(955)

 

1

 

 

(954)

Net cash provided by operating activities (a)

 

11,636

(2)

(399)

 

 

11,236

Investing activities

 

  

 

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets (3)

 

(8,557)

(23)

 

 

(8,580)

Purchases of property, plant and equipment and intangible assets

(8,725)

(24)

(8,749)

Increase (decrease) in fixed assets payables

(73)

1

(72)

Investing donations received in advance

24

24

Sales of property, plant and equipment and intangible assets

217

217

Cash paid for investment securities, net of cash acquired

 

(210)

 

(1)

 

 

(211)

Investments in associates and joint ventures

 

(3)

 

 

 

(3)

Purchases of equity securities measured at fair value

 

(75)

 

(0)

 

 

(76)

Proceeds from sales of investment securities, net of cash transferred

 

891

 

 

 

891

Other proceeds from sales of investment securities at fair value

95

95

Other decrease (increase) in securities and other financial assets

 

1,632

 

274

 

2

 

1,908

Net cash used in investing activities (b)

 

(6,227)

 

249

 

2

 

(5,976)

Financing activities

 

  

 

  

 

  

 

  

Cash flows from financing activities

 

 

  

 

  

 

  

Medium and long-term debt issuances

 

2,523

 

27

 

(27)

 

2,523

Medium and long-term debt redemptions and repayments

 

(4,572)

(4)

(27)

 

27

 

(4,572)

Increase (decrease) of bank overdrafts and short-term borrowings

 

1,148

(3)

(2)

1,143

Decrease (increase) of cash collateral deposits

 

973

15

988

Exchange rates effects on derivatives, net

201

 

 

 

201

Other cash flows

 

 

 

 

  

Repayments of lease liabilities

(1,621)

 

(4)

 

 

(1,625)

Subordinated notes issuances (purchases) and other related fees

 

(311)

(311)

Coupon on subordinated notes

 

(238)

 

 

 

(238)

Proceeds (purchases) from treasury shares

(199)

(199)

Capital increase (decrease) - non-controlling interests

1

4

5

Capital increase (decrease) - telecom activities / mobile financial services (6)

 

(317)

317

 

0

Changes in ownership interests with no gain / loss of control

 

(403)

 

 

 

(403)

Dividends paid to owners of the parent company

 

(2,127)

 

 

 

(2,127)

Dividends paid to non-controlling interests

 

(218)

 

 

 

(218)

Net cash used in financing activities (c)

 

(5,160)

 

328

 

(2)

 

(4,834)

Cash and cash equivalents in the opening balance

 

7,891

 

254

 

 

8,145

Cash change in cash and cash equivalents (a) + (b) + (c)

 

249

 

177

 

(0)

 

427

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

48

 

2

 

 

50

Cash and cash equivalents in the closing balance

 

8,188

 

433

 

 

8,621

(in millions of euros)

      

Europe

      

Africa &

      

Enterprise

      

Totem(1)

      

International

      

Eliminations

      

Total

      

Mobile

      

Eliminations

      

Orange

Total

Middle-East

Carriers

telecom

telecom

Financial

telecom

 consolidated

& Shared

activities

activities

Services

activities /

financial

Services(1)

and

mobile

statements

unallocated

financial

  

  

  

items

  

  

  

services

  

December 31, 2022

Equity

 

 

 

35,589

 

35,589

 

(633)

 

 

34,956

Non-current lease liabilities

1,831

691

320

476

1,820

6,879

23

6,901

Non-current fixed assets payables

 

825

188

 

 

 

1,480

 

 

 

1,480

Non-current employee benefits

 

23

89

242

2

 

682

 

 

2,560

 

7

 

 

2,567

Non-current liabilities included in the calculation of net financial debt

 

 

 

32,265

 

32,265

 

 

 

32,265

Other

 

259

96

16

115

 

43

 

1,235

 

2,112

 

172

(2)

(27)

 

2,257

Total non-current liabilities

 

2,939

1,064

579

593

 

2,545

 

33,500

 

45,296

 

202

(27)

 

45,471

Current lease liabilities

373

209

134

142

433

1,504

4

1,509

Current fixed assets payables

 

911

589

68

9

 

134

 

 

3,094

 

6

 

3,101

Trade payables

 

1,839

1,307

909

256

 

942

 

(1,200)

 

6,976

 

153

(62)

 

7,067

Customer contracts liabilities

740

93

750

9

184

(27)

2,580

2,579

Current employee benefits

 

181

88

455

6

 

421

 

 

2,394

 

24

 

2,418

Deferred income

 

86

40

8

 

10

 

 

145

 

5

 

149

Current liabilities included in the calculation of net financial debt

 

 

 

4,759

 

4,759

 

(6)

 

4,753

Other

 

412

2,031

311

11

 

572

 

(630)

 

3,470

 

4,190

(3)

(12)

 

7,647

Total current liabilities

 

4,542

4,358

2,636

432

 

2,696

 

2,901

 

24,922

 

4,382

(81)

 

29,223

Total equity and liabilities

 

7,481

5,422

3,215

1,026

 

5,240

 

71,989

 

105,807

 

3,951

(108)

 

109,650

December 31, 2021

 

 

 

 

 

 

Equity

 

n/a

 

 

35,806

35,806

 

(445)

 

35,361

Non-current lease liabilities

1,956

805

378

n/a

1,863

6,669

27

6,696

Non-current fixed assets payables

 

627

104

n/a

 

 

1,370

 

 

1,370

Non-current employee benefits

 

26

80

277

n/a

760

 

2,787

 

11

 

2,798

Non-current liabilities included in the calculation of net financial debt

 

n/a

 

32,083

 

32,083

 

 

32,083

Other

 

385

74

20

n/a

52

 

1,312

 

2,421

 

93

(2)

(27)

 

2,487

Total non-current liabilities

 

2,993

1,063

676

n/a

 

2,675

 

33,395

 

45,330

 

131

(27)

 

45,434

Current lease liabilities

391

181

106

n/a

375

1,364

4

1,369

Current fixed assets payables

 

1,001

543

58

n/a

 

107

 

 

3,110

 

1

 

3,111

Trade payables

 

1,774

1,139

771

n/a

 

969

 

(774)

 

6,684

 

157

(103)

 

6,738

Customer contracts liabilities

700

130

599

n/a

170

(28)

2,513

(1)

2,512

Current employee benefits

 

154

82

446

n/a

 

395

 

 

2,289

 

27

 

2,316

Deferred income

 

104

31

35

n/a

 

9

 

(2)

 

176

 

3

 

180

Current liabilities included in the calculation of net financial debt

 

n/a

 

 

3,549

 

3,549

 

(4)

 

3,545

Other

 

485

1,833

278

n/a

 

570

 

(587)

 

3,374

 

4,136

(3)

(5)

 

7,505

Total current liabilities

 

4,609

3,939

2,294

n/a

 

2,595

 

2,158

 

23,060

 

4,329

 

(113)

 

27,276

Total equity and liabilities

 

7,602

5,002

2,970

n/a

 

5,270

 

71,360

 

104,196

 

4,015

 

(140)

 

108,071

December 31, 2020

 

  

  

  

 

  

 

  

 

 

  

 

  

 

  

Equity

 

n/a

 

 

37,413

37,413

 

(213)

 

37,200

Non-current lease liabilities

1,881

825

346

n/a

1,553

5,843

31

5,875

Non-current fixed assets payables

525

153

n/a

 

 

1,291

 

 

1,291

Non-current employee benefits

 

23

72

216

n/a

656

 

1,975

 

8

 

1,984

Non-current liabilities included in the calculation of net financial debt

 

n/a

 

30,858

 

30,858

 

 

30,858

Other

 

367

69

39

n/a

 

44

 

990

 

2,092

 

110

(2)

(27)

 

2,175

Total non-current liabilities

 

2,796

1,119

602

n/a

 

2,253

 

31,847

 

42,059

 

150

(27)

 

42,182

Current lease liabilities

463

141

118

n/a

529

1,491

5

1,496

Current fixed assets payables

 

1,068

523

60

n/a

 

135

 

(1)

 

3,349

 

 

3,349

Trade payables

 

1,867

1,066

745

n/a

 

848

 

(761)

 

6,411

 

120

(55)

 

6,475

Customer contracts liabilities

 

405

126

422

n/a

119

(27)

1,985

(1)

1,984

Current employee benefits

 

138

72

415

n/a

 

374

 

 

2,166

 

27

 

2,192

Deferred income

 

119

36

1

n/a

 

6

 

 

165

 

 

165

Current liabilities included in the calculation of net financial debt

 

n/a

 

 

5,207

 

5,207

 

(2)

 

5,205

Other

 

373

1,435

257

n/a

 

900

 

80

 

3,714

 

3,715

(3)

(2)

 

7,427

Total current liabilities

 

4,432

3,398

2,019

n/a

 

2,911

 

4,498

 

24,488

 

3,867

 

(61)

 

28,294

Total equity and liabilities

 

7,229

4,517

2,622

n/a

 

5,165

 

73,757

 

103,960

 

3,804

 

(88)

 

107,676

Consolidated financial statements 20212022

F-30

2020

 

Telecom

Mobile

Eliminations

Orange

 

activities

Financial

telecom

consoli-

 

 

Services

    

activities /

dated financial

 

    

    

    

mobile financial

     

statement

 

(in millions of euros)

services

Operating activities

Consolidated net income

 

5,252

(196)

 

 

5,055

Non-monetary items and reclassified items for presentation

 

10,238

70

 

1

 

10,309

Changes in working capital and operating banking activities

 

 

 

Decrease (increase) in inventories, gross

72

72

Decrease (increase) in trade receivables, gross

(483)

(28)

23

(488)

Increase (decrease) in trade payables

(85)

(14)

(22)

(122)

Changes in other customer contract assets and liabilities

(40)

(1)

(41)

Changes in other assets and liabilities

36

(98)

(62)

Other net cash out

Operating taxes and levies paid

(1,931)

2

(1,929)

Dividends received

6

6

Interest paid and interest rates effects on derivatives, net

 

(1,265)

(1)

2

 

(1)

 

(1,264)

Tax dispute for fiscal years 2005-2006

 

2,246

 

 

2,246

Income tax paid excluding the effect of the fiscal litigation for years 2005-2006

 

(1,085)

(1)

 

 

(1,086)

Net cash provided by operating activities (a)

 

12,961

(2)

(263)

 

(1)

 

12,697

Investing activities

 

  

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets(3)

 

(7,146)

(30)

 

 

(7,176)

Purchases of property, plant and equipment and intangible assets

(8,516)

(30)

(8,546)

Increase (decrease) in fixed assets payables

 

958

 

 

958

Investing donations received in advance

39

39

Sales of property, plant and equipment and intangible assets

 

374

 

 

374

Cash paid for investment securities, net of cash acquired

 

(16)

(32)

 

(49)

Investments in associates and joint ventures

(7)

(7)

Purchases of equity securities measured at fair value

(65)

(1)

(67)

Sales of investment securities, net of cash transferred

 

5

14

 

 

19

Decrease (increase) in securities and other financial assets

 

1,596

121

 

(2)

 

1,716

Net cash used in investing activities (b)

 

(5,634)

72

 

(2)

 

(5,564)

Financing activities

 

  

  

 

  

 

  

Cash flows from financing activities

Medium and long-term debt issuances

 

2,694

 

 

2,694

Medium and long-term debt redemptions and repayments

 

(3,476)

(4)

 

 

(3,476)

Increase (decrease) of bank overdrafts and short-term borrowings

 

(299)

(5)

(116)

 

2

 

(413)

Decrease (increase) of cash collateral deposits

 

(749)

1

 

 

(747)

Exchange rates effects on derivatives, net

37

37

Other cash flows

Repayments of lease liabilities

(1,394)

(4)

(1,398)

Subordinated notes issuances (purchases) and other related fees

(12)

(12)

Coupon on subordinated notes

(280)

(280)

Other proceeds (purchases) from treasury shares

7

7

Capital increase (decrease) – non-controlling interests

 

2

 

 

2

Capital increase (decrease) - telecom activities / mobile financial services (6)

(197)

197

Changes in ownership interests with no gain / loss of control

 

(3)

 

(3)

Dividends paid to owners of the parent company

 

(1,595)

 

 

(1,595)

Dividends paid to non-controlling interests

 

(225)

(1)

 

 

(226)

Net cash used in financing activities (c)

 

(5,490)

78

 

2

 

(5,410)

Cash and cash equivalents in the opening balance

 

6,112

369

 

 

6,481

Cash change in cash and cash equivalents (a) + (b) + (c)

 

1,839

(115)

 

 

1,724

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

(59)

 

 

(59)

Cash and cash equivalents in the closing balance

 

7,891

254

 

 

8,145

1.9    Simplified statement of cash flows on telecommunication and Mobile Financial Services activities

2022

    

Telecom 

    

Mobile

    

Eliminations 

    

Orange 

 

activities

Financial

telecom 

consoli-

 

Services

activities / 

dated financial 

 

mobile financial

statement

 

(in millions of euros)

 

  

 

  

 

services

 

  

Operating activities

Consolidated net income

 

2,810

 

(194)

 

 

2,617

Non-monetary items and reclassified items for presentation

 

13,283

 

14

 

1

 

13,298

Changes in working capital and operating banking activities

 

 

 

 

Decrease (increase) in inventories, gross

 

(108)

(0)

(108)

Decrease (increase) in trade receivables, gross

 

(209)

(39)

(41)

(289)

Increase (decrease) in trade payables

 

260

(4)

41

297

Changes in other customer contract assets and liabilities

(26)

-

1

(26)

Changes in other assets and liabilities

 

(201)

(465)

(666)

Other net cash out

 

 

 

 

Operating taxes and levies paid

 

(1,907)

 

1

 

 

(1,906)

Dividends received

 

13

 

 

 

13

Interest paid and interest rates effects on derivatives, net

 

(962)

(1)  

 

(1)

 

(963)

Income tax paid

 

(1,033)

 

 

 

(1,033)

Net cash provided by operating activities (a)

 

11,921

(2)

(686)

 

 

11,235

Investing activities

 

  

 

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets (3)

 

(8,251)

(31)

 

 

(8,282)

Purchases of property, plant and equipment and intangible assets

(8,742)

(35)

(8,777)

Increase (decrease) in fixed assets payables

165

5

170

Investing donations received in advance

1

1

Sales of property, plant and equipment and intangible assets

324

324

Cash paid for investment securities, net of cash acquired

 

(57)

 

 

 

(58)

Investments in associates and joint ventures

 

(10)

 

 

 

(10)

Purchases of equity securities measured at fair value

 

(34)

 

 

 

(34)

Proceeds from sales of investment securities, net of cash transferred

 

12

 

 

 

12

Other proceeds from sales of investment securities at fair value

5

5

Other decrease (increase) in securities and other financial assets

 

(2,289)

 

206

 

2

 

(2,081)

Net cash used in investing activities (b)

 

(10,625)

 

175

 

2

 

(10,448)

Financing activities

 

  

 

  

 

  

 

  

Cash flows from financing activities

 

 

  

 

  

 

  

Medium and long-term debt issuances

 

1,809

 

 

 

1,809

Medium and long-term debt redemptions and repayments

 

(1,088)

(4)

 

 

(1,088)

Increase (decrease) of bank overdrafts and short-term borrowings

 

(367)

(32)

(2)

(400)

Decrease (increase) of cash collateral deposits

 

673

99

771

Exchange rates effects on derivatives, net

(91)

 

 

 

(91)

Other cash flows

 

 

 

 

  

Repayments of lease liabilities

(1,514)

 

(4)

 

 

(1,519)

Subordinated notes issuances (purchases) and other related fees

 

(451)

(451)

Coupon on subordinated notes

 

(213)

 

 

 

(213)

Proceeds (purchases) from treasury shares

14

14

Capital increase (decrease) - non-controlling interests

Capital increase (decrease) - telecom activities / mobile financial services (6)

 

(173)

173

 

Changes in ownership interests with no gain / loss of control

 

(11)

 

 

 

(11)

Dividends paid to owners of the parent company

 

(1,861)

 

 

 

(1,861)

Dividends paid to non-controlling interests

 

(304)

 

 

 

(304)

Net cash used in financing activities (c)

 

(3,577)

 

236

 

(2)

 

(3,343)

Cash and cash equivalents in the opening balance

 

8,188

 

433

 

 

8,621

Cash change in cash and cash equivalents (a) + (b) + (c)

 

(2,281)

 

(275)

 

 

(2,556)

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

(61)

 

 

 

(61)

Cash and cash equivalents in the closing balance

 

5,846

 

158

 

 

6,004

Consolidated financial statements 20212022

F-31

2019

    

Telecom 

    

Mobile

    

Eliminations

    

Orange 

activities

Financial

telecom

consoli-

Services

  activities / 

 dated

mobile financial

financial

(in millions of euros)

services

  statement

Operating activities

  

  

  

  

Consolidated net income

3,407

(185)

3,222

Non-monetary items and reclassified items for presentation

 

12,128

 

91

 

1

 

12,221

Changes in working capital and operating banking activities

 

 

 

 

Decrease (increase) in inventories, gross

 

69

 

 

 

69

Decrease (increase) in trade receivables, gross

 

(34)

 

(1)

 

(10)

 

(45)

Increase (decrease) in trade payables

 

(92)

 

(3)

 

10

 

(85)

Changes in other customer contract assets and liabilities

 

(59)

 

 

(0)

 

(60)

Changes in other assets and liabilities

 

(87)

 

(726)

 

 

(813)

Other net cash out

 

 

 

 

Operating taxes and levies paid

 

(1,939)

 

(0)

 

 

(1,939)

Dividends received

 

17

 

 

 

17

Interest paid and interest rates effects on derivatives, net

 

(1,317)

(1)

(0)

 

(1)

 

(1,318)

Income tax paid

 

(1,079)

 

0

 

 

(1,079)

Net cash provided by operating activities (a)

 

11,014

(2)

(824)

 

 

10,190

Investing activities

 

  

 

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets(3)

 

(7,555)

(28)

 

 

(7,582)

Purchases of property, plant and equipment and intangible assets

(8,394)

(28)

(8,422)

Increase (decrease) in fixed assets payables

179

(0)

179

Investing donations received in advance

32

32

Sales of property, plant and equipment and intangible assets

628

628

Cash paid for investment securities, net of cash acquired

 

(559)

 

 

(559)

Investments in associates and joint ventures

 

(2)

 

 

 

(2)

Purchases of equity securities measured at fair value

 

(39)

 

(5)

 

 

(44)

Sales of investment securities, net of cash transferred

 

529

 

 

 

529

Decrease (increase) in securities and other financial assets

 

(2,082)

 

368

 

3

 

(1,711)

Net cash used in investing activities (b)

 

(9,707)

 

335

 

3

 

(9,370)

Financing activities

 

  

 

  

 

  

 

  

Cash flows from financing activities

 

  

 

  

 

  

 

  

Medium and long-term debt issuances

 

8,351

 

 

 

8,351

Medium and long-term debt redemptions and repayments

 

(4,650)

(4)

 

 

(4,650)

Increase (decrease) of bank overdrafts and short-term borrowings

 

(1,082)

 

140

 

(3)

 

(945)

Decrease (increase) of cash collateral deposits

 

609

 

(19)

 

 

590

Exchange rates effects on derivatives, net

 

26

 

 

 

26

Other cash flows

 

 

  

 

  

 

Repayments of lease liabilities

 

(1,426)

 

(4)

 

 

(1,429)

Subordinated notes issuances (purchases) and other related fees

 

419

 

 

 

419

Coupon on subordinated notes

 

(276)

 

 

 

(276)

Purchases of treasury shares

(34)

(34)

Capital increase (decrease) - non-controlling interests

 

14

 

65

 

 

79

Capital increase (decrease) - telecom activities / mobile financial services (6)

 

(122)

122

 

Changes in ownership interests with no gain / loss of control

 

(7)

 

 

 

(7)

Dividends paid to owners of the parent company

 

(1,857)

 

 

 

(1,857)

Dividends paid to non-controlling interests

 

(243)

 

 

 

(243)

Net cash used in financing activities (c)

 

(278)

 

305

 

(3)

 

24

Cash and cash equivalents in the opening balance

 

5,081

 

553

 

 

5,634

Cash change in cash and cash equivalents (a) + (b) + (c)

 

1,029

 

(185)

 

 

844

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

3

 

 

 

3

Cash and cash equivalents in the closing balance

 

6,112

 

369

 

 

6,481

(1)Including interests paid on lease liabilities for (119) million euros in 2021, (131) million euros in 2020 and (104) million euros in 2019 and interests paid on financed asset liabilities for (1) million euro in 2021, 2020 and 2019.
(2)Including significant litigations paid and received for (306) million euros in 2021, 2,217 million euros in 2020 and 5 million euros in 2019.
(3)Including telecommunication licenses paid for (717) million euros, (351) million euros in 2020 and (334) million euros in 2019.

2021

 

Telecom

Mobile

Eliminations

Orange

 

activities

Financial

telecom

consoli-

 

 

Services

    

activities /

dated financial

 

    

    

    

mobile financial

     

statement

 

(in millions of euros)

services

Operating activities

Consolidated net income

 

958

(181)

 

 

778

Non-monetary items and reclassified items for presentation

 

14,504

86

 

1

 

14,592

Changes in working capital and operating banking activities

 

 

 

Decrease (increase) in inventories, gross

(126)

(126)

Decrease (increase) in trade receivables, gross

37

(21)

47

64

Increase (decrease) in trade payables

47

37

(47)

36

Changes in other customer contract assets and liabilities

140

140

Changes in other assets and liabilities

21

(313)

(292)

Other net cash out

Operating taxes and levies paid

(1,874)

(6)

(1,880)

Dividends received

12

-

12

Interest paid and interest rates effects on derivatives, net

 

(1,130)

(1)

(3)

 

(1)

 

(1,134)

Income tax paid

 

(955)

1

 

 

(954)

Net cash provided by operating activities (a)

 

11,636

(2)

(399)

 

 

11,236

Investing activities

 

  

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets(3)

 

(8,557)

(23)

 

 

(8,580)

Purchases of property, plant and equipment and intangible assets

(8,725)

(24)

(8,749)

Increase (decrease) in fixed assets payables

 

(73)

1

 

 

(72)

Investing donations received in advance

24

24

Sales of property, plant and equipment and intangible assets

 

217

 

 

217

Cash paid for investment securities, net of cash acquired

 

(210)

(1)

 

(211)

Investments in associates and joint ventures

(3)

(3)

Purchases of equity securities measured at fair value

(75)

(76)

Proceeds from sales of investment securities, net of cash transferred

 

891

 

 

891

Other proceeds from sales of investment securities at fair value

 

95

 

 

95

Other decrease (increase) in securities and other financial assets

 

1,632

274

 

2

 

1,908

Net cash used in investing activities (b)

 

(6,227)

249

 

2

 

(5,976)

Financing activities

 

  

  

 

  

 

  

Cash flows from financing activities

Medium and long-term debt issuances

 

2,523

27

 

(27)

 

2,523

Medium and long-term debt redemptions and repayments

 

(4,572)

(4)

(27)

 

27

 

(4,572)

Increase (decrease) of bank overdrafts and short-term borrowings

 

1,148

(3)

 

(2)

 

1,143

Decrease (increase) of cash collateral deposits

 

973

15

 

 

988

Exchange rates effects on derivatives, net

201

201

Other cash flows

Repayments of lease liabilities

(1,621)

(4)

(1,625)

Subordinated notes issuances (purchases) and other related fees

(311)

(311)

Coupon on subordinated notes

(238)

(238)

Proceeds (purchases) from treasury shares

(199)

(199)

Capital increase (decrease) – non-controlling interests

 

1

4

 

 

5

Capital increase (decrease) - telecom activities / mobile financial services (6)

(317)

317

Changes in ownership interests with no gain / loss of control

 

(403)

 

(403)

Dividends paid to owners of the parent company

 

(2,127)

 

 

(2,127)

Dividends paid to non-controlling interests

 

(218)

 

 

(218)

Net cash used in financing activities (c)

 

(5,160)

328

 

(2)

 

(4,834)

Cash and cash equivalents in the opening balance

 

7,891

254

 

 

8,145

Cash change in cash and cash equivalents (a) + (b) + (c)

 

249

177

 

 

427

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

48

2

 

 

50

Cash and cash equivalents in the closing balance

 

8,188

433

 

 

8,621

Consolidated financial statements 20212022

F-32

2020

    

Telecom 

    

Mobile

    

Eliminations

    

Orange 

activities

Financial

telecom

consoli-

Services

  activities / 

 dated

mobile financial

financial

(in millions of euros)

services

  statement

Operating activities

  

  

  

  

Consolidated net income

5,252

(196)

5,055

Non-monetary items and reclassified items for presentation

 

10,238

 

70

 

1

 

10,309

Changes in working capital and operating banking activities

 

 

 

 

Decrease (increase) in inventories, gross

 

72

 

 

 

72

Decrease (increase) in trade receivables, gross

 

(483)

 

(28)

 

23

 

(488)

Increase (decrease) in trade payables

 

(85)

 

(14)

 

(22)

 

(122)

Changes in other customer contract assets and liabilities

 

(40)

 

 

(1)

 

(41)

Changes in other assets and liabilities

 

36

 

(98)

 

 

(62)

Other net cash out

 

 

 

 

Operating taxes and levies paid

 

(1,931)

 

2

 

 

(1,929)

Dividends received

 

6

 

 

 

6

Interest paid and interest rates effects on derivatives, net

 

(1,265)

(1)

2

 

(1)

 

(1,264)

Tax dispute for fiscal years 2005-2006

2,246

2,246

Income tax paid excluding the effect of the fiscal litigation for years 2005-2006

 

(1,085)

 

(1)

 

 

(1,086)

Net cash provided by operating activities (a)

 

12,961

(2)

(263)

 

(1)

 

12,697

Investing activities

 

  

 

  

 

  

 

  

Purchases (sales) of property, plant and equipment and intangible assets(3)

 

(7,146)

(30)

 

 

(7,176)

Purchases of property, plant and equipment and intangible assets

(8,516)

(30)

(8,546)

Increase (decrease) in fixed assets payables

958

958

Investing donations received in advance

39

39

Sales of property, plant and equipment and intangible assets

374

374

Cash paid for investment securities, net of cash acquired

 

(16)

 

(32)

 

(49)

Investments in associates and joint ventures

 

(7)

 

 

 

(7)

Purchases of equity securities measured at fair value

 

(65)

 

(1)

 

 

(67)

Sales of investment securities, net of cash transferred

 

5

 

14

 

 

19

Decrease (increase) in securities and other financial assets

 

1,596

 

121

 

(2)

 

1,716

Net cash used in investing activities (b)

 

(5,634)

 

72

 

(2)

 

(5,564)

Financing activities

 

  

 

  

 

  

 

  

Cash flows from financing activities

 

  

 

  

 

  

 

  

Medium and long-term debt issuances

 

2,694

 

 

 

2,694

Medium and long-term debt redemptions and repayments

 

(3,476)

(4)

 

 

(3,476)

Increase (decrease) of bank overdrafts and short-term borrowings

 

(299)

(5)

(116)

 

2

 

(413)

Decrease (increase) of cash collateral deposits

 

(749)

 

1

 

 

(747)

Exchange rates effects on derivatives, net

 

37

 

 

 

37

Other cash flows

 

 

  

 

  

 

Repayments of lease liabilities

 

(1,394)

 

(4)

 

 

(1,398)

Subordinated notes issuances (purchases) and other related fees

 

(12)

 

 

 

(12)

Coupon on subordinated notes

 

(280)

 

 

 

(280)

Proceeds (purchases) from treasury shares

7

7

Capital increase (decrease) - non-controlling interests

 

2

 

 

 

2

Capital increase (decrease) - telecom activities / mobile financial services (6)

 

(197)

197

 

Changes in ownership interests with no gain / loss of control

 

(3)

 

 

 

(3)

Dividends paid to owners of the parent company

 

(1,595)

 

 

 

(1,595)

Dividends paid to non-controlling interests

 

(225)

 

(1)

 

 

(226)

Net cash used in financing activities (c)

 

(5,490)

 

78

 

2

 

(5,410)

Cash and cash equivalents in the opening balance

 

6,112

 

369

 

 

6,481

Cash change in cash and cash equivalents (a) + (b) + (c)

 

1,839

 

(115)

 

 

1,724

Effect of exchange rates changes on cash and cash equivalents and other non-monetary effects

 

(59)

 

 

 

(59)

Cash and cash equivalents in the closing balance

 

7,891

 

254

 

 

8,145

(1)Including interests paid on lease liabilities for (141) million euros in 2022, (119) million euros in 2021 and (131) million euros in 2020 and interests paid on financed asset liabilities for (3) million euros in 2022 and (1) million euros in 2021 and 2020.
(2)Including significant litigations paid and received for (20) million euros in 2022, (306) million euros in 2021 and 2,217 million euros in 2020.
(3)Including telecommunication licenses paid for (981) million euros in 2022, (717) million euros in 2021 and (351) million euros in 2020.
(4)Including repayments of debts relating to financed assets for (97) million euros in 2022, (80) million euros in 2021 and (60) million euros in 2020 and (17) million euros in 2019.2020.
(5)Including redemption of subordinated notes reclassified in 2019 as short-term borrowings of (500) million euros in 2020.
(6)Including Orange Bank's share capital invested by Orange group for 150 million euros in 2022, 300 million euros in 2021 and 197 million euros in 2020 and 122 million euros in 2019.2020.

Consolidated financial statements 2022

F-33

The table below shows the reconciliation between net cash provided by operating activities (telecom activities), as shown in the simplified statement of cash flows, and organic cash flow from telecom activities.

    

2021

    

2020

    

2019

(in millions of euros)

    

2022

    

2021

    

2020

Net cash provided by operating activities (telecom activities)

 

11,636

 

12,961

 

11,014

 

11,921

 

11,636

 

12,961

Purchases (sales) of property, plant and equipment and intangible assets

 

(8,557)

 

(7,146)

 

(7,555)

 

(8,251)

 

(8,557)

 

(7,146)

Repayments of lease liabilities

 

(1,621)

 

(1,394)

 

(1,426)

 

(1,514)

 

(1,621)

 

(1,394)

Repayments of debts relating to financed assets

 

(80)

 

(60)

 

(17)

 

(97)

 

(80)

 

(60)

Elimination of telecommunication licenses paid

 

717

 

351

 

334

 

981

 

717

 

351

Elimination of significant litigation paid (and received) (1)

 

306

 

(2,217)

 

(5)

 

20

 

306

 

(2,217)

Organic cash flow from telecom activities

 

2,401

 

2,494

 

2,345

 

3,058

 

2,401

 

2,494

(1)In 2020, including the tax proceeds of 2,246 million euros relating to the tax dispute for fiscal years 2005-2006.

1.91.10    Definition of operating segments and performance indicators

Accounting policies

Segment information

The decisionsDecisions regarding the allocation of resources and the assessment of Orange'sthe performance of Orange (hereinafter referred to as “the Group”) are made by the Chairman and Chief Executive Officer (main operational decision-maker) at business segment level, mainly consisting of the geographical establishments.

The business segments are:

   France (excluding Enterprise);

   Spain and each of the Other European countries (including the business segments Poland, Belgium and Luxembourg business segments and each of the Central European countries). The Europe aggregate thus presentsincludes all the business segments in this region;

   the Sonatel subgroupsub-group (grouping together Sonatel in Senegal, Orange Mali, Orange Bissau, Orange in Guinea and Orange in Sierra Leone), the Côte d’Ivoire subgroupsub-group (including the Orange Côte d’Ivoire entities, Orange in Burkina Faso and Orange in Liberia) and each of the other countries in Africa and Middle East.& Middle-East. The Africa and Middle East& Middle-East aggregate thus presents all the business segments in this region;

   Enterprise, which brings together dedicatedcombines communication solutions and services as well as integration and information technology services for businesses in France and around the world (including the Cyberdefensecybersecurity activity);

   Totem, which combines the activities of the European TowerCo and operates a portfolio of some 27,000 tower sites in France and Spain;

International Carriers & Shared Services (IC&SS), activities, which containincludes certain resources, mainly in the areas of networks, information systems, researchResearch and developmentDevelopment and other shared Group activities, as well as the Orange brand;

   Mobile Financial Services, which includes the Orange Bank entity.Bank.

The use of shared resources, mainly provided by IC&SS,International Carriers & Shared Services, is taken into account in segment results based either on the terms of contractual agreements between legal entities, external benchmarks or by reallocating costs among the segments. The supply of shared resources is included in the other revenuesincome of the service provider, and the use of these resources is included in the expenses of the service user. The cost of shared resources may be affected by changes in contractual relationships or organization and may therefore impact the segment results disclosedpresented from one fiscal year to another.

Operating performance indicators

EBITDAaL and eCapexeCAPEX are the key operating performance indicators used by the Group to:

manage and assess its operating and segment results; and
implement its investment and resource allocation strategy.

The Group’s management believes that the presentation of these indicators is relevant as it provides readers with the same management indicators as those used internally.

EBITDAaL relates to operating income (loss) before depreciation and amortization of fixed assets, effects resulting from business combinations, reclassification of translation adjustment from liquidated entities,takeovers, impairment of goodwill and fixed assets, share of profits (losses) of associates and joint ventures, and after interestsinterest on debts relatedlease liabilities and on debt relating to financed assets, and on lease liabilities, adjusted for:

   significant litigation impacts;effects;

   specific labor expenses;

Consolidated financial statements 20212022

F-3334

   review of fixed assets, investments and business portfolio review;portfolio;

   restructuring program costs;

   acquisition and integration costs;

   where appropriate, other specific items.

This measurement indicator allows for the effects of certain specific factors to be isolated, irrespective of their recurrence and the type of income and expense, when they are linked to:

   significant litigation: significant litigation expenses relate to risk reassessments regarding various litigations. Associateddisputes. The associated procedures are based on third-party decisions (regulatory authority, court, etc.) and occur over a different period tofrom the activities at the source of the litigation. Costs are by nature difficult to predict in terms of their source, amount and period;

   specific labor expenses: independentirrespective of any departure plans included in therestructuring program costs, of restructuring programs, certain employee working time adjustment programs have a negative impact on the period in which they are signed and implemented. Specific labor expenses also relate to changes in assumptions and experience effects for the various part-time for seniors plans in France;

   review of fixed assets, investments and business portfolio review:portfolio: the Group conducts an ongoing review of its portfolio of fixed assets, investments and businesses.business portfolio. In this context, exit or disposal decisions are implemented and, by their nature, have an impact on the period in which they take place;

   restructuring program costs: the adaptation of the Group’s activities to changes in the environment may generate costs related to the shutdown or major transformation of an activity. These costs, linked to the cessation or major transformation of an activity, mainly consist of employee departure plans, contract terminations and costs in respect of contracts that have become onerous;

   acquisition and integration costs: the Group incurs costs directly related to the acquisition of entities and their integration in the months following their acquisition. These are primarily legal and advisory fees, registration feescosts and earn-outs;

   where appropriate, other specific items that are systematically specified in relation to income and/or expenses.

EBITDAaL is not a financial indicator not defined by IFRS and may not be comparable to similarly titled indicators used by other groups. It is provided as additional information only and should not be considered as a substitute for operating income or cash flowflows provided by operating activities.

eCapexeCAPEX relates to acquisitions of property, plant and equipment and intangible assets excluding telecommunication licenses and financed assets, minus the price of disposal price of fixed assets. It is used internally as an indicator to allocate resources. eCapexeCAPEX is not a financial indicator defined by IFRS and may not be comparable to similarly titled indicators used by other companies.

The Group uses organic cash flow from telecom activities as an operating performance measure for telecom activities as a whole. Organic cash flow from telecom activities relates to net cash flows provided by telecom activities minus (i) repayment of lease liabilities and debtsdebt related to financed assets, (ii) purchases and disposalssales of property, plant and equipment and intangible assets, net of the change in fixed asset payables, (iii) excluding the effect of telecommunication licenses paid and principal litigationssignificant litigation paid and received.(and received). Organic cash flow is not a financial indicator not defined by IFRS and may not be comparable to similarly titled indicators used by other groups.

Assets and liabilities

Inter-segment assets and liabilities are reported in each business segment.

Non-allocated assets and liabilities forof telecom activities mainly include external financial debt, external cash and cash equivalents, current and deferred tax assets and liabilities as well asand equity. Financial debt and investments between these segments are presented as non-allocated elements.unallocated items.

For Mobile Financial Services, the line “other”“Other” includes the assets and liabilities listed above as well as loans and receivables and payables related to Mobile Financial Services transactions.

The other accounting policies are presented within each note to which they refer.

1.10    Change in segment information expected in 2022

In February 2021, Orange announced the creation of TOTEM, a European TowerCo that will operate a tower portfolio consisting of approximately 26,000 sites in France and Spain at December 31, 2021. The TowerCo entered the operational phase at the end of 2021 and will require changes to the internal reporting followed by the Group and the presentation of segment information as of January 1, 2022.

Note 2    Description of business and basis of preparation of the consolidated financial statements

2.1    Description of business

Orange provides B2C and B2B customers businesses and other telecommunication operators with a wide range of connectivity services, including fixed telephony, and mobile telecommunications,telecommunication, data transmission and other value-added services, including mobile financial services.Mobile Financial Services. In addition to its role as a supplier of connectivity, the Group provides businessenterprise services, primarily solutions in the fields of digital work, security and improving business line processes.

Consolidated financial statements 20212022

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Telecommunication operator activities are regulated and dependent upon the granting of licenses, just as Mobile Financial Services activities have their own regulations.

2.2    Basis of preparation of the financial statements

The consolidated financial statements were approved by the Board of Directors' MeetingDirectors at its meeting of February 16, 202215, 2023 and will be submitted for approval atby the Shareholders' Meeting ofon May 19, 2022.23, 2023.

The 20212022 consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs)(IFRS) as endorsed by the European Union. Comparative figures are presented for 20202021 and 20192020 using the same basis of preparation.

The data are presented in millions of euros, without a decimal. Rounding to the nearest million may in some cases lead to non-significant discrepancies in the totals and subtotals shown in the tables.

For the reported periods, the accounting standards and interpretations endorsed by the European Union are similar to the compulsory standards and interpretations published by the International Accounting Standards Board (IASB) with the exception of the texts currently being endorsed, that have no effect on the Group accounts.Group’s financial statements. Consequently, the GroupGroup’s financial statements are prepared in accordance with the IFRS standards and interpretations, as published by the IASB.

The principles applied to prepare the 20212022 financial data are based on:

   all the standards and interpretations endorsed by the European Union that were compulsory at December 31, 2021;2022;

   the options taken relating to the date and methods of first applicationfirst-time adoption (see 2.3 below);

   the recognition and measurement alternativesoptions allowed by the IFRSs:under IFRS:

Standard

Alternative used

IAS 1

Accretion expense on operating liabilities (employee benefits, environmental liabilities and licenses)

Classification as financial expenses

IAS 2

Inventories

Measurement of inventories determined byaccording to the weighted average unit cost method

IAS 7

Interest paid and dividends received dividends

Classification as net operating cash flows

IAS 16

Property, plant and equipment

Measurement at amortized historical cost

IAS 38

Intangible assets

Measurement at amortized historical cost

IFRS 3

Non-controlling interests

At the acquisition date, measurement either at fair value or ataccording to the portion of the identifiable net identifiable assetassets of the acquired entity

     accounting positions adopted by the Group in accordance with paragraphs 10 to 12 of IAS 8:

Topic

    

Note

Presentation of consolidated financial statements

 

Financial statements and segment information

Operating taxes and levies payables

 

10.1

Income taxes

 

10.2

Non-controlling interests:

change in ownership interest in a subsidiary and transactions with owners

 

3 and 15.6

In the absence of any accounting standard or interpretation applicable to a specific transaction or event, the Group's management uses its judgment to define and apply an accounting policy that will result in relevant and reliable information, such that the financial statements:

  fairly present a true and fair view of the Group’s financial position, financial performance and cash flows;

  reflect the economic substance of transactions;

  are neutral;

  are prepared on a prudent basis; and

  are complete in all material respects.

2.3    New standards and interpretations applied from January 1, 20212022

2.3.1      DecisionOnly the amendments of the IFRS IC concerning IAS 19 "Employee Benefits" on the calculation of obligations relatingstandards applicable to certain defined benefit pension plans

The IFRS Interpretations Committee (IC) was asked to comment on the calculation of defined benefit pension plans for which the granting of rights is conditional on the employee's presence in the Group at the time of retirement (with loss of all rights in the event of early retirement) and for which the rights depend on seniority, while being capped at a certain number of years of service. For plans reviewed by the IFRS IC, the cap may be reached at awhose effective date prior to retirement.

Consolidated financial statements 2021

F-35

In France, the interpretation of IAS 19 had led to the practice of measuring and recognizing the commitment on a straight-line basis over the employee's career with the Group. The commitment calculated in this way corresponds to the pro rata rights acquired by the employee at the time of retirement.

The decision of the IFRS IC, published on May 24, 2021, concludes, in this case, that no rights are acquired in the event of departure before retirement age and that the rights are capped after a certain number of years of seniority ("X"), and the commitment would only be recognized for the last X years of the employee's career within the company.

This decision was implemented by the Group at December 31, 2021 for plans falling within the scope of the Interpretation Committee's decision. The effect of this implementation mainly limited to retirement benefit plans in France.

As the application of this decision constitutes a change in accounting policy, the effects of the implementation have been calculated retrospectively and have affected the opening equity. The effect of the implementation of this decision on the income statement is not material for the periods presented.

The required information on employee benefits is presented in Note 6.2.

Effects on the consolidated statement of financial position:

(in millions of euros)

    

January 1,

    

Effects of

    

January 1,

    

2019

    

Effects of

    

December 31,

    

2020

    

Effects of

    

December 31,

2019

IFRS IC

2019 restated

variation

IFRS IC

2019 restated

variation

IFRS IC

2020 restated

decision

data

decision

data

decision

data

Assets

Deferred tax assets

 

2,893

(40)

 

2,853

(1,901)

 

(12)

 

940

(261)

 

(5)

 

674

Total non-current assets

 

82,446

(40)

 

82,406

(693)

 

(12)

 

81,701

886

 

(5)

 

82,582

Total assets

104,302

(40)

104,262

2,439

(12)

106,689

992

(5)

107,676

Liabilities

Equity attributable to owners of the parent company

30,671

114

30,785

1,054

35

31,875

2,670

13

34,557

o/w reserves

(2,060)

114

(1,946)

985

(961)

2,927

1,966

o/w other comprehensive income

(571)

(571)

69

35

(467)

(257)

13

(711)

o/w deferred tax

232

232

(16)

(12)

203

(4)

(5)

195

o/w actuarial gains and losses

(504)

(504)

(107)

48

(563)

(33)

18

(579)

Equity attributable to non-controlling interests

2,580

2,580

107

2,687

(44)

2,643

Total Equity

33,251

114

33,364

1,161

35

34,561

2,626

13

37,200

Non-current employee benefits

2,823

(153)

2,670

(269)

(48)

2,353

(351)

(18)

1,984

Total non-current liabilities

 

39,644

(153)

 

39,491

4,917

 

(48)

 

44,360

(2,160)

 

(18)

 

42,182

Total equity and liabilities

 

104,302

(40)

 

104,262

2,439

 

(12)

 

106,689

992

 

(5)

 

107,676

2.3.2      Amendment to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: IBOR reform phase 2

The amendments to the standards for this phase 2 provide in particular practical expedients for the modification of financial instruments or leases related to the IBOR reform. For debt instruments affected by the IBOR reform, it will not be necessary to apply the provisions of IFRS 9 to determine whether the modification of the instrument is substantial. These amendments propose that modifications to financial instruments related to the reform be treated prospectively as an update to the interest rate with no impact on profit or loss. With regard to hedge accounting, the amendments introduce an exemption allowing hedge accounting to be maintained despite the change in future cash flows impacted by the change in rates due to the reform.

Discussions with the counterparties to negotiate the replacement of the indices with the new ones have been finalized. At December 31, 2021, the Group's exposure to financial instruments indexed to variable rates that are due to expire and maturing after the reform's implementation date is now nil.

2.3.3      IFRS IC decision on implementation costs of a cloud computing agreement — IAS 38

The IFRS IC has specified the cases in which configuration and adaptation costs for software acquired as part of SaaS ("software as a service") may be capitalized as intangible assets. In accordance with this decision, only services that result in the creation of an additional code controlled by the customer could be capitalized. Other services would be recognized as expenses for the period or as prepaid expenses. The method used to expense the implementation costs of the Group's SaaS contracts complies with the accounting provisions set out by the IFRS IC in its decision.

Consolidated financial statements 2021

F-36

2.4    Main standards and interpretations compulsory after December 31, 2021 with no early application elected by the Group

2.4.1      Amendment to IAS 1: Classification of liabilities as current or non-current

The amendment to the standard clarifies the current requirements of IAS 1 on the classification of liabilities in an entity's balance sheet. This amendment is not expected to have a significant impact on the Group's statement of financial position. However, the implementation of this amendment could lead to the reclassification of certain liabilities from current to non-current, and vice versa. The date of entry into force of this amendment is January 1, 2024.2022 are described below.

2.4.22.3.1      Amendment to IAS 16: Proceeds before intended use

The amendment clarifies that an entity is not permitted to recognize any revenue from the sale of items produced as a deduction from the cost of the fixed asset while preparing the asset for its intended use. The proceeds from selling such items are recognized in profit or loss.the income statement. This amendment should havewas adopted by the Group on January 1, 2022 and has had no material effect on the Group'sOrange’s consolidated financial statements. The amendment is applicable from January 1, 2022.

2.4.32.3.2      Amendment to IAS 37: Onerous contracts – cost of fulfilling a contract

The clarifications provided by the amendment concern the incremental costs of fulfilling an onerous contract to be taken into account in the amount of the provision, namely the costs of direct labor and materials and the allocation of other costs directly related to the contract, for example the

Consolidated financial statements 2022

F-36

depreciation expense relating to a fixed asset used in fulfilling the contract. The potentialGroup adopted this amendment on January 1, 2022 and did not identify any material impacts during implementation of this amendment.

2.3.3      IFRS IC decision on implementation costs of a cloud computing agreement – IAS 38

The IFRS IC has specified the cases in which configuration and adaptation costs for software acquired as part of SaaS (“Software as a Service”) may be capitalized as intangible assets. In accordance with this decision, only services that result in the creation of an additional code controlled by the customer may be capitalized. Other services would be recognized as expenses for the period or as prepaid expenses. The method used to expense the implementation costs of the Group’s SaaS contracts complies with the accounting provisions set out by the IFRS IC in its decision.

2.3.4      Annual Improvements to IFRSs 2018–2020 Cycle

The 2018–2020 cycle of annual improvements to IFRSs resulted in the IASB making minor amendments or clarifications to the standards:

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

IFRS 9 “Financial Instruments”

IFRS 16 “Leases”

IAS 41 “Agriculture.”

The changes to the above standards have no impact on the consolidated financial statements of the Orange group, either because they do not apply to the Group or because they clarify accounting treatments already adopted by the Group.

2.4    Standards and interpretations compulsory after December 31, 2022 with no early adoption

2.4.1      Amendment to IAS 1: Classification of liabilities as current or non-current

The amendment to the standard clarifies the current requirements of IAS 1 on the classification of liabilities in an entity’s balance sheet. This amendment is not expected to have a significant impact on the Group’s statement of financial position. However, the implementation of this amendment are currently being analyzed. could lead to the reclassification of certain liabilities from current to non-current, and vice versa. The date of entry into force of this amendment is January 1, 2024.

2.4.2      Amendment to IAS 1: Disclosure of accounting policies

The amendment to the standard indicates that an entity must now disclose their material accounting policies rather than their significant accounting policies. This amendment should only marginally change the information provided by the Group in its notes to the consolidated financial statements. The date of entry into force of this amendment is applicable from January 1, 2022.2023.

2.4.3      Amendment to IAS 8: Definition of accounting estimates

The amendment to the standard revised the definition of accounting estimates without changing the concept. This amendment is not expected to have any impact on the Group’s consolidated financial statements and will only marginally change the information provided by the Group in its notes to the consolidated financial statements. The date of entry into force of this amendment is January 1, 2023.

2.4.4      Amendment to IAS 12: Taxes — Deferred taxestax related to an asset or liabilityassets and liabilities acquired through a single transaction

The amendment introduces a new exception to the exemption from the initial recognition of deferred taxes. As a result of this amendment, an entity does not apply the initial recognition exemption for transactions that give rise to deductible temporary differences.

Under applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and a liability in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit. For example, this may occur when the lease liability and the corresponding right of useright-of-use asset are recognized under IFRS 16 at the inception of a lease. The Group's accounting policies are already aligned with the proposals of the amendment. The provisions of this amendment will apply as of January 1, 2023.

2.4.5      IFRS 17 and amendments to IFRS 9 “Insurance Contracts”

The Group is not subject to the provisions of the new IFRS 17 on the recognition and measurement of insurance contracts. The amendment to IFRS 9 proposes provisions enabling the disclosure of comparative information to companies adopting IFRS 17 for the first time. The date of entry into force of this standard and the IFRS amendment is January 1, 2023.

2.4.6      Amendment to IFRS 16 “Leases” – Lease liability in a sale and leaseback

The amendment introduces a new concept requiring variable rents to be taken into account when calculating the lease liability arising in a sale and leaseback transaction. Subsequent changes in variable rents will not result in the recognition of a gain or loss on the right-of-use, as the changes only impact the lease liability and the income statement for the difference between the reduction of the lease liability and the actual rents to be paid. The number of transactions resulting in a sale and leaseback remains limited in the Group and generally does not include a significant proportion of variable rent. The Group is completing its analysis before confirming that the implementation of this amendment should not have a material impact on its financial position. The provisions of this amendment will apply as of January 1, 2024.

Consolidated financial statements 20212022

F-37

2.5    Accounting policies, use of judgment and estimates

The accounting policies are presented within each note to which they refer. In summary:

Note

Topic

Accounting policies

Judgments and
estimates (1)

1

Segment information

X

3

Changes in the scope of consolidation, takeovers (business combinations), internal transfer of consolidated shares, assets held for sale

X

X

4.1

Revenue

X

X

4.3

Trade receivables

X

X

4.4

Customer contract net assets and liabilities, costs of obtaining a contract and costs to fulfill a contract, unfulfilled performance obligations

X

X

4.5

Submarine cable consortiums, Orange Money

X

5.1

Advertising, promotion, sponsoring, communication and brand marketing costs

X

5.2

Litigation, acquisition and integration costs

X

X

5.3

Restructuring costs

X

X

5.4

Broadcasting rights and equipment inventories

X

5.6

Trade payables (goods and services)

X

X

6.2

Employee benefits

X

X

6.3

Employee share-based compensation

X

7

Goodwill, impairment of goodwill

X

X

8.2

Depreciation and amortization

X

8.3

Impairment of non-currentfixed assets

X

X

8.4

Other intangible assets

X

X

8.5

Property,plant and equipment financial liabilities

X

X

8.6

Fixed assets payables

X

X

8.7

Dismantling provisions

X

X

9

Leases

X

X

9.1

Right-of-use assets

X

9.2

Lease liabilities

X

X

10.1

Operating taxes and levies

X

X

10.2

Income taxes

X

X

11

Interests in associates and joint ventures

X

X

12

Transactions with related partiesRelated-party transactions

X

13.3

Net financial debt

X

X

13.3

Cash and cash equivalents, bonds, bank loans and loans from multilateral lending institutions

X

13.4

Perpetual bonds redeemable for shares (TDIRA)

X

X

13.7

Financial assets (telecom activities)

X

X

13.8

Derivatives (telecom activities)

X

14.8

Fair value of financial assets and liabilities (telecom activities)

X

X

15.2

Treasury shares

X

15.4

Subordinated notes, equity component of perpetual bonds redeemable for shares (TDIRA)

X

X

15.5

Translation adjustments

X

15.6

Non-controlling interests

X

15.7

Earnings per share

X

17.1

Financial assets and liabilities of Mobile Financial Services

X

17.1.1

Financial assets related to Orange Bank activities

X

X

17.2.7

Fair value of financial assets and liabilities of Orange Bank

X

18

Litigation

X

20

Scope

X

(1)See Notes 2.5.1 and 2.5.2

Consolidated financial statements 20212022

F-38

2.5.1      Use of judgment

In addition to the alternatives or accounting positions mentioned above in 2.2, Management exercises judgment in order to define the accounting policies for certain transactions:

Topic

Nature of accounting judgment

Notes 3 and 20

Control

RequiringExercise of judgment in certain circumstances with respect to the existence or not of the control

Continuous control assessment which can affect the scope of consolidation, as for instance when a shareholders’ agreement is revised or terminated, or when protective rights turn into substantive rights

Note 4

RevenueSales

Splitting transaction price between mobile and service

Identification of distinct or non-distinct performance obligations

Notes 5, 10 and 18

Purchases and other expenses, tax and litigation

Litigation (including tax disputes and tax:audits): measurement of technical merits of the interpretations and legislative positions and qualification of the facts and circumstances

Onerous supplier contracts: trigger event, nature of unavoidable costs

Note 5

Purchases and other expenses

Reverse factoring: distinguishing operating debt and financial debt

Note 8

Fixed assets

Qualifying network, sites or equipment sharing among operators as joint operations

Note 9

Leases

Determination of the non-cancellable lease term and assessment of the exercise or not of termination, extension and purchase option

Separation of service and lease components of leases

"TowerCos" arrangements: electing the unit of account (tower or used space) and analyzing the arrangements in order to determine whether they contain a lease

Notes 13 and 15

Financial assets, liabilities and financial results (telecom activities)

Equity

Distinguishing equity and debt: assessing specific contractual clauses

2.5.2      Use of estimates

In preparing the Group's financial statements, Orange's management makes estimates, insofar as many elements included in the financial statements cannot be measured precisely. Management revises these estimates if the underlying circumstances evolve or in light of new information or more experience. Consequently, the estimates made at December 31, 20212022 may subsequently be changed.

Topic

Key sources of estimates on future income and/or cash flows

Notes 4, 14 and 17

Sales

Deciding duration of legally binding rights and obligations

Notes 5, 10 and 18

Risk of resources outflow linked to claimslitigation (including tax disputes and litigation and to tax legislationaudits)

Onerous contracts

Underlying assumptions of the assessment of legal and fiscaltax positions Identifying and releasing of uncertain legal and tax positions

Underlying assumptions of the assessment

Notes 7.3, 7.4, 8.3, 8.4, 8.5 and 11

Measurement of the recoverable values for the impairment tests (goodwill, property, plant and equipment and intangible assets investments accounted for under the equity method)interests in associates and joint ventures)

Sensitivity to the discount rates,rate, perpetual growth rate and business plans’plan assumptions which affect theaffecting expected cash flows (revenues,(revenue, EBITDAaL and investments)

Assessing the competitive, economic and financial environment of the countries where the Group operates

Note 10.2

Measurement of the recoverable value of deferred tax assets

Assessing the time frame for recovering deferred tax assets’ recovery timelineassets when a tax entity revertsreturns to profitabilityprofit or when the tax legislation limits the use of tax loss carryforwards

Note 8

Fixed assets

Assessing assets’the useful life according to the changeof assets based on changes in the technological, regulatory or economic environment (notably the migration from the copper local loop into fiber and other greater bandwidth technologies, radio technology migration)

Provision forSite dismantling and restoring sites:restoration provisions: dismantling timeframe,time frame, discount rate, expected cost

Note 9

Leases

Determination of the incremental borrowing rate of the lease when the implied interest rate is not identifiable in the lease

Determination of the term of certain leases

Note 6.2

Employee benefits

Sensitivity to discount rates

Sensitivity to sign-up rate senior plans

Notes 14 and 17

Fair value of financial assets and liabilities

Models, selection of parameters, fair value hierarchy, evaluationassessment of non-performance risks

Furthermore, aside from the elements linked to the level of activity, income and future cash flows are sensitive to changes in financial market risks, notably interest rate and foreign exchange risks (see Note 14).

Consolidated financial statements 20212022

F-39

2.5.3Consideration of climate change risks

Natural disasters as well asand other accidental events related to climate change, such as fires, could lead to significant destruction of the Orange Group'sgroup's facilities, resulting in both service interruptions and high repair costs. The frequency and intensity of weather events related to climate change (e.g., floods, storms and heat waves) continue to increase, which could aggravate disastersclaims and increase the related damage. In the medium term, rising sea levels could affect sites and facilities located near the coast more often. While coverage of claims by insurers could decrease further, the damage caused by major disasters could result in significant costs to Orange, some of which could be at the expense of the Orange Groupgroup and thus affect its financial situationposition and prospects.outlook.

The Group is therefore integrating climate change risks more systematically into its activities. This can be seen in the assessment of these risks on the value of some of its assets through their depreciation schedule or as an event that could lead to the identification of an indication of impairment loss indicator or on the eventual possibilityfuture prospects of obtaining financing. Consideration of climate risks is also reflected in the Group's commitment to be carbon neutralNet Zero Carbon by 2040. This commitment has led to changes in certain investment choices in terms of investments related to its activity.

Numerous projects have been initiated within the Group in order to understand the impacts of climate change on its operations. The implementation of actions to limit the effects of the Group's activities on climate change is also underway. The outcome of these projects could lead the Group to review certain accounting treatments, judgments or estimates.estimates of financial risks, the impact of which is still difficult to assess reliably. Climate resilience and adaptation are fast-growing topics and will requires the Group to better assess the risks to which it is exposed. The Group has begun a process of analysis in order to diagnose the exposure to climate risks of its various geographic locations based on the study of various impact scenarios related to climate change. At December 31, 2021,2022, the Group hashad not identified any significantreliably estimated material impact on its financial statements at the stage of completion of the projects in progress.

2.5.4      Changes in the macroeconomic environment

The judgment and the estimates made by the Group also take specific events into account. In the context of the war in Ukraine, the Group has paid particular attention to:

possible impacts on impairment testing, whether on changes in market data (discount rates, changes in inflation) or on the flows used;

consequences of changes in market data on the valuation of certain Group assets and liabilities;

price volatility or the risk of supply difficulties in certain countries, particularly for electricity.

Provided that the conflict does not spread to other geographical areas, and given the Group’s limited presence in Ukraine as well as in Russia and Belarus, the direct impacts on the Group’s financial statements remain limited.

Note 3    Gains and losses on disposal and main changes in scope of consolidation

3.1    Gains (losses) on disposal of fixed assets, investments and activities

(in millions of euros)

    

2021

    

2020

    

2019

Note

    

2022

    

2021

    

2020

Gains (losses) on disposal of fixed assets (see Note 8.1)

 

52

 

221

 

303

Gains (losses) on disposal of investments and activities (see Note 3.2)

 

2,455

 

7

 

(26)

Gains (losses) on disposal of fixed assets

8.1

 

159

 

52

 

221

Gains (losses) on disposal of investments and activities

3.2

 

74

 

2,455

 

7

Gain (losses) on disposal of fixed assets, investments and activities

 

2,507

 

228

 

277

 

233

 

2,507

 

228

The results of the disposal of BT shares in 2019 are presented in net finance costs in the income statement and detailed in Note 13.6.

3.2    Main changes in the scope of consolidation

Changes in the scope of consolidation during 2022

Merger by incorporation of Deezer by the SPAC I2PO and initial public offering of the global music streaming platform

On April 19, 2022, I2PO, a SPAC (special purpose acquisition company) publicly traded since July 2021, and Deezer (the global music and audio streaming platform) announced that they had reached a definitive agreement for a business combination.

On July 4, 2022, Deezer’s shareholders contributed their shares to the SPAC in exchange for newly issued shares of the latter. A capital increase was carried out at the same time.

The merged entity, renamed Deezer, was floated on the stock exchange on July 5, 2022, and is now listed on the professional compartment of the Euronext Paris regulated market. Before the initial public offering, the transaction valued Deezer’s shares at 1.05 billion euros.

Prior to the transaction, the Group held an equity interest of 10.42% in Deezer and exercised a significant influence over the entity due to its presence on the Board of Directors.

After the transaction, Orange holds 8.13% of the new entity and no longer exercises a significant influence. Pursuant to IAS 28 and IFRS 9, the transaction entailed the disposal of all of Deezer’s interests in associates and joint ventures and the purchase at fair value of 9,061,723 shares in the new entity. Orange also purchased 500,000 additional shares by participating in the capital increase that followed the merger.  

The Deezer shares had been fully impaired in the Group’s financial statements and the fair value of the I2PO shares was calculated on the basis of the price proposed for the initial public offering of July 5, 2022, i.e. 8.50 euros per share.

This transaction thus resulted in the Orange group recognizing a gain on disposal of 77 million euros in the income statement for the second half-year.

The shares of the new entity are presented in the balance sheet as investment securities at fair value through other comprehensive income. The fair value at the closing date corresponds to the stock market price at December 31, 2022 (2.92 euros). This led to a decrease in fair value of (54) million euros recognized in other comprehensive income.

Consolidated financial statements 2022

F-40

Ongoing transactions at December 31, 2022

Signing of an agreement between Orange and MásMóvil to combine their activities in Spain

Following exclusive negotiations that began on March 8, 2022, Orange and MásMóvil signed an agreement on July 23 relating to the combination of their activities in Spain (excluding Totem Espagne and MásMóvil Portugal). This business combination will take the form of a 50-50 joint venture, co-controlled by Orange and Lorca JVCo, with equal governance rights in the new company.

The transaction is based on an enterprise value of 18.6 billion euros, of which 7.8 billion euros for Orange Espagne and 10.9 billion euros for MásMóvil. The transaction is supported by a 6.6 billion euros of non-recourse debt package that will finance among other things, an upfront payment of 5.85 billion euros to Orange and to the shareholders of MásMóvil (Lorca JVCo). This distribution to the shareholders will be asymmetric as it also embeds an equalization payment in favor of Orange. MásMóvil’s existing debt will remain in place.

The agreement includes the right of both parties to trigger an initial public offering (IPO) after a pre-defined period and under certain conditions, with an option for the Orange group to take control and thus fully consolidate the new entity created in the event of an IPO. The Group cannot either be forced to sell its stake or to exercise this option.

This joint venture between MásMóvil and Orange will create a sustainable player with the financial capacity and scale to continue investing to foster the future of infrastructure competition in Spain for the benefit of consumers and businesses.

This joint venture between two complementary businesses will lead to significant efficiency gains, allowing the combined company to accelerate investments in FTTH and 5G that will benefit Spanish consumers and businesses.

On completion of the transaction, the joint venture would then be consolidated using the equity method in the Orange group’s financial statements (due to Orange’s loss of exclusive control over the activities concerned).

This transaction is subject to the approval of the European Commission and other competent administrative, regulatory and competition authorities and to the relevant and/or contractual conditions precedent. It is expected to complete in the second half of 2023.

In view of the progress of the transaction and the need to obtain the green light from the relevant competition and administrative authorities, the Group considers that the IFRS 5 criteria relating to the classification of the assets concerned as “discontinued operations” are not met at December 31, 2022

Signing of an agreement with Nethys for the acquisition of a majority block of approximately 75% of the capital of VOO in Belgium

On December 24, 2021, Orange Belgium announced the signing of an agreement to acquire 75% of the capital minus one share of VOO SA. This transaction is intended to support Orange Belgium’s national convergent strategy and is expected to generate significant synergies, mainly related to the transfer of VOO’s MVNO business to the Orange Belgium network.

Completion of the transaction is subject to customary conditions precedent, including the approval of the European Commission, expected in the first quarter of 2023. The transaction values VOO SA at an enterprise value of 1.8 billion euros for 100% of the capital.

At the end of the transaction, Nethys will retain a minority interest in VOO and governance rights to ensure the completion of the industrial and social project. The transaction also includes the option for Nethys to convert its stake in VOO into Orange Belgium shares.

Changes in the scope of consolidation during 2021

Disposal of 50% of the capital of Orange Concessions

On November 3, November 2021, after receiving final approvals offrom the antitrust and local authorities, the Orange group sold a 50% stake ofin Orange Concessions to the HIN consortium (gathering(bringing together La Banque des Territoires, CNP Assurances and EDF Invest) for an amount of 1,053 million euros, resulting in the loss of Orange's exclusive control over this entity and its subsidiaries. In accordance with standard practice in this type of transaction, the amount received by Orange is subject to price adjustments in the months following the transaction.

The transaction also includes a call option for the acquisition of an additional 1%, exercisable by Orange during the second quarter of the years 2025 to 2027. Guarantees, which are customary in this type of transaction, have also been granted (see noteNote 16 "Contractual obligations and off-balance sheet commitments").

As part of the transaction, 43 million euros was also received as compensation for a shareholder loan between Orange and Orange Concessions that existed prior to the disposal date. In addition, in November 2021, Orange Concessions repaid approximately 620 million euros of loans contracted, before the transaction date, with Orange SA following the issuance of bank loans by Orange Concessions.

Following this transaction, Orange Concessions is 50% co-ownedowned by Orange and 50% owned by the consortium, which have joint control over this entity, which comprisescombines 24 subsidiaries that hold Public Initiative Networks (PIN) contracts with local authorities in mainland France and the French overseas territories.

This investment has been accounted for using the equity method since November 3, 2021. The fair value of the remaining stake retained by the Orange group (corresponding to 50% of the capital of Orange Concessions) amountsamounted to 1,053 million euros at the transaction date (see Note 11 "Interests in associates and joint ventures").

This transaction was reflected in the Group's consolidated income statement as follows:

(in millions of euros)

    

At disposal date

Sale price of 50% of Orange Concessions' shares to the Consortium

 

1,053

Reameasurement at fair value of remaining interests held by Orange

 

1,053

Fair value of Orange Concessions at the disposal date (a)

 

2,107

Net book value and transaction costs related to sale of Orange Concessions (b)

 

17

Gain resulting from the loss of exclusive control on Orange Concessions (a)+(b)

 

2,124

Tax cost related to sale of the shares

 

(47)

Net gain resulting from the loss of exclusive control on Orange Concessions

 

2,077

Consolidated financial statements 20212022

F-4041

The effects of the disposal of Orange Concessions shares presented in the cash flow statement are as follows:

(in millions of euros)

    

At disposal date

Sale price of sold shares, net of transaction costs

 

1,046

Tax costs related to sale of Orange Concessions' shares

 

(47)

Transferred cash of Orange Concessions

 

(242)

Sales of investment securities, net of cash transferred

 

758

The following assets and liabilities of Orange Concessions and its subsidiaries were derecognized on the date of disposal:

(in millions of euros)

    

At disposal date

(in millions of euros)

 

  

Assets

 

1,374

Intangible and tangible assets

 

925

Financial assets

 

76

Trade receivables

 

71

Other assets

 

60

Cash and cash equivalents

 

242

Liabilities

 

1,374

Net equity

 

(62)

Trade payables

 

632

Financial liabilities

 

710

Other liabilities

 

94

Income statement

 

  

Revenues

 

471

Operating Income

 

(23)

Finance cost, net

 

(21)

Income taxes

 

(11)

Net income

 

(55)

Disposal of 50% of a subsidiary of Orange Polska in the context of the creation of a FiberCo in Poland

On August 31, 2021, Orange Polska and the APG Group finalized a share sale agreement under which the Group sold a 50% stake in Światłowód Inwestycje Sp. z o.o., Orange Polska's wholly owned "FiberCo" entity, whose scope of activity includes building fiber infrastructure and offering wholesale access services to other operators.

The net tax gain associated with the loss of control in the FiberCo, recognized in the consolidated income statement, amounted to 310 million euros and breaks down as follows:

(in millions of euros)

    

At disposal date

Sale price of 50% of FiberCo's shares sold to APG Group

 

292

Reameasurement at fair value of remaining interests hold by Orange Polska

 

292

Fair value of the FiberCo shares at the disposal date (a)

 

584

Net book value and transaction costs related to sale of the FiberCo (b)

 

(244)

Gain resulting from the loss of control on the FiberCo (a)+(b)

 

340

Tax cost related to sale of the shares

 

(30)

Net gain resulting from the loss of exclusive control on FiberCo

 

310

The sale price of the shares sold amounts to 292 million euros, of which 202 million euros was received in cash and 90 million euros to be received during the fiscal years 2022 through 2026, subject to compliance with the Fiberco entity's network deployment schedule.

Below are the effects of the disposal of FiberCo's shares in the cash flow statement (cash-flows related to investment activities):

(in millions of euros)

    

At disposal date

Sale price of sold shares, net of transaction costs

 

288

Tax costs related to the transaction (VAT and income tax)

 

(61)

Transferred cash of the sold entity

 

(5)

Receivables on sale of shares

 

(90)

Sales of investment securities, net of cash transferred

 

132

Consolidated financial statements 20212022

F-4142

The following assets and liabilities of FiberCo were derecognized on the date of disposal:

(in millions of euros)

    

At disposal date

Assets

 

297

Tangible assets

 

87

Operating taxes assets

 

46

Prepaid expenses

 

154

Other assets

 

5

Cash and cash equivalents

 

5

Liabilities

 

297

Equity

 

240

Non current financial liabilities

 

36

Other liabilities

 

21

Guarantees, customary in this kind of transaction, were granted. The transaction also includes:

an obligation on each party to refinance the entity for around 66 million euros between 2023 and 2026,
a call option for an additional stake of approximately 1% in Światłowód Inwestycje exercisable by Orange Polska over the fiscal years 2027 through 2029.

As of August 31, 2021, Światłowód Inwestycje became a jointly controlled entity with the APG Group accounted for using the equity method (see Note 11 "Interests in associates and joint ventures").

TakeoverCompletion of the purchase price allocation for Telekom Romania Communications

On September 30, 2021, Orange Romania completed the acquisition of a 54% majority stakeblock in Telekom Romania Communications and the takeover of an MVNO contract previously concluded between Telekom Romania Communications and Telekom Romania Mobile, for an amount of 296 million euros. This transaction aims at acceleratingto accelerate Orange Romania's ambitions to become a major convergent operator for customers in the Romanian market.

In accordance with standard practice in this type of transaction, the amount paid by Orange Romania iswas subject to price adjustments in the months following the transaction.

(in millions of euros)

    

At acquisition date

Acquisition cost

 

296

Acquisition cost adjustment

(11)

Cash acquired

 

(90)

Cash paid for investment securities, net of cash acquired

 

206195

In accordance with IFRS 3 Business Combinations the Group has one year from the acquisition date to measure the fair value measurement of the identifiable assets acquired and liabilities assumed. This work has not yet been finalized.assumed was finalized in the 2022 fiscal year. The amounts disclosed below at December 31, 2021 are therefore provisional and will be reviewed during the first half of 2022.final purchase price allocation is as follows:

(in millions of euros)

    

At acquisition date

Purchase price related to the acquisition of the 54% share(1)

 

296285

Fair value of the non-controlling interests

 

251245

Acquisition costprice (a)

 

547530

Net book value acquired before purchase price allocation (b)

261

Effects of fair value measurement:

Tangible assets(2)

261

Customer relationship

29

Other intangibles

2

Others

(3)

Net deferred tax

 

275(20)

Preliminary goodwillNet asset remeasured at fair value (b)

530

Goodwill (a)-(b)

 

272

In(1) The amount paid by Orange Romania as of September 30, 2021 Telekom Romania Communications' contributionhad been subject to Group revenues, fromprice adjustments in the datemonths following the transaction.

(2) The fair value measurement of acquisition, amountsproperty, plant and equipment mainly relates to 139 million euros.land and buildings.

Liability guarantees, which are customary in this type of transaction, were also granted to Orange.

Conditional voluntary public tender offer on shares of Orange Belgium

On April 8, 2021, Orange SA launched a conditional voluntary public tender offer onfor 46.97% of the capital of Orange Belgium, corresponding to the balance of remaining shares not held directly and indirectly, at a price of 22 euros per share. The offer was opened from April 8 to April 23, 2021 and then voluntarily reopened from April 28 to May 4, under the same conditions. Following this offer, Orange SA directly and indirectly held 76.97% of the share capital of Orange Belgium.

The total acquisition cost of these shares amountsamounted to 316 million euros. This share offer did not change the Orange group's pre-existing control over Orange Belgium, its subsidiaries and non-consolidated shares. Thus, in the consolidated financial statements,Consolidated Financial Statements, this transaction resultsresulted in an effect of (316) million euros on shareholders' equity (including (172) million euros relating to the portion attributable to the owners of the parent company and (144) million euros relating to the portion attributable to non-controlling interests)minority shareholders).

This changeThe cash paid out to acquire these minority interests in the percentage share held by Orange is shownhas been presented in the financing flows in the statement of cash flows.

Consolidated financial statements 20212022

F-4243

Ongoing transactions as at December 31, 2021

Signing of an agreement with Nethys for the acquisition of a majority block of approximately 75% of the capital of VOO in Belgium

On December 24, 2021, Orange Belgium announced the signing of an agreement to acquire 75% of the capital less one share of VOO SA. This transaction is intended to support Orange Belgium's national convergent strategy and is expected to generate significant synergies, mainly related to the transfer of VOO's MVNO business to the Orange Belgium network.

Completion of the transaction is subject to the customary conditions precedent, including the approval of the European Commission expected in 2022. The transaction values VOO SA at an enterprise value of 1.8 billion euros for 100% of the capital.

At the end of the transaction, Nethys will retain a minority stake in VOO and governance rights to ensure the completion of the industrial and social project. The transaction also includes the option for Nethys to convert its stake in VOO into Orange Belgium shares.

Changes in the scope of consolidation during 2020

Squeeze-out offer on Business & Decision shares

On May 28, 2020, Orange Business Services launched a mandatory public buyout offer for all the shares of Business & Decision not yet held by the Group, representing 6.38% of the capital.

This offer closed on July 8 and was followed by the effective delisting of Business & Decision shares on July 13, 2020.

Following this public buyout offer and the acquisition of the remaining shares ofshare capital over the second half of the year for an amount of (4) million euros, Orange now holds 100% of the shares of Business & Decision.

Changes in the scope of consolidation during 2019

Acquisitions of SecureLink and SecureData

On January 31, 2019, Orange acquired a 100% equity interest in SecureData, a provider of cyber security solutions in the United Kingdom for 100 million euros.

On July 8, 2019, the Group acquired 100% of SecureLink, an independent cyber security operator in Europe, for 377 million euros.

At acquisition date

    

SecureLink

    

SecureData

(in millions of euros)

 

  

 

  

Acquisition cost

 

377

 

100

Cash acquired net of transaction costs

 

(6)

 

(5)

Cash paid for investment securities, net of cash acquired

 

371

 

95

Goodwill was recognized in the amount of 392 million euros as a result of the acquisition of Securelink and 97 million euros as a result of the acquisition of SecureData, after allocation of the purchase price to identifiable assets acquired and liabilities assumed.

At acquisition date

    

SecureLink

    

SecureData

(in millions of euros)

 

  

 

  

Acquisition cost (a)

 

377

 

100

Net book value acquired

 

(153)

 

(32)

Effects of fair value measurement:

 

  

 

  

Customer relationship(1)

 

181

 

43

Trademark

 

 

Other intangibles

 

 

Net deferred tax

 

(43)

 

(8)

Net asset remeasured at fair value (b)

 

(15)

 

3

Goodwill (a)-(b)

 

392

 

97

(1)Depreciation between 12 and 16 years according to the type of clients.

Fair values were measured using the excess earnings method for the customer base. Goodwill was primarily related to the acquisition of future customers.

The SecureLink and SecureData acquisition effect on revenue, in 2019, amounted to 154 million euros and 47 million euros, respectively.

Business & Decision

Since December 31, 2018, Orange has acquired 5.4% of the capital of Business & Decision for 3 million euros. At December 31, 2019, Orange owned 93.6% of the capital of Business & Decision. This change in the percentage share held by Orange with no gain, or loss, of control, was shown in the financing flows in the statement of cash flows.

Consolidated financial statements 20212022

F-4344

Sale of Orange Niger

On November 22, 2019, Orange sold its 95.5% holding in Orange Niger to Zamani Com S.A.S, a company that is wholly owned by Orange Niger minority shareholders. This sale had no material impact on the Group's financial statements.

Accounting policies

Changes in the scope of consolidation

Entities are fully consolidated if the Group has the following:

  power over the investee; and

  exposure, or rights, to variable returns from its involvement with the investee; and

  the ability to use its power over the investee to affect the amount of the investor’sits returns.

When assessing control, IFRS 10 requires the exercise of judgment and continuous assessment.assessment of the control situation.

Clarifications of when the ownership interest does not imply a de facto presumption are provided in Note 20, which lists the main consolidated entities.

Joint ventures and companies over which the Group exercises significant influence (generally corresponding to an ownership interest of 20% to 50%) are accounted for using the equity method.

When assessing the level of control or significant influence exercised over a subsidiary or associate, the existence and effect of any exercisable or convertible potential voting rights at the closing date isare taken into account.

Takeovers (business combinations)

Business combinations are accounted for using the acquisition method:

  the acquisition cost is measured at the fair value of the consideration transferred, including all contingent consideration, at the acquisition date. Subsequent changes in the fair value of a contingent consideration are accounted for either through profit or loss or through other comprehensive income,in equity, in accordance with the applicable standards;standards, facts and circumstances;

  goodwill is the difference between the consideration transferred, plus the non-controlling interests and the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, and is recognized as an asset in the statement of financial position. Considering the Group’s activity, the fair valuesvalue measurements of the identifiable assets mainly relate mainly to licenses, customer bases and brands (which cannot be capitalized when developed in-house), generating inducedassociated deferred taxes.tax. The fair value of these assets, which cannot be observed, is established using commonly adopted methods, such as those based on revenues or costs (e.g.: the "Greenfield"“Greenfield” method for the valuation of licenses, the "relief“relief from royalty"royalty” method for the valuation of brands and the "excess earnings"“excess earnings” method for customer bases).

For each business combination withtakeover involving an ownership interestequity investment below 100%, non-controllingthe fraction of the interest not acquired (non-controlling interests) is measured:

  either at its fair value:value, in which case goodwill is recognized for the portion relating to non-controlling interests;

–  or proportionate to its share of the acquiree's identifiable net assets: in which case, goodwill is only recognized for the shareportion acquired.

Acquisition-related costsCosts directly attributable to the acquisition are recognized directly recognized in operating incomeexpenses in the period in which they are incurred.

When a business combinationtakeover is achieved in stages, the previously held equity interest is re-measured at fair value at the acquisition date through operating income. The related other comprehensive income, if any, is fully reclassified to profit or loss.

Loss of exclusive control resulting from the partial disposal of consolidated shares

A loss of exclusive control by the Group over one of its subsidiaries results in the recognition in profit or loss of a capital gain or loss on the disposal, and in the revaluationremeasurement at fair value of the residual shareinterest retained in accordance with the requirements of IFRS 10 applicable in the event of a loss of control.

Loss of significant influence or joint control leading to the discontinuation of the equity method while retaining a residual interest

A loss of significant influence or joint control by the Group over one of its associates or joint ventures while retaining a residual interest results in the recognition in profit or loss of a capital gain or loss on the disposal of the shares sold, and, in accordance with the provisions of IAS 28, the remeasurement at fair value of the residual interest retained. The fair value of the retained interest constitutes the entry value of the financial asset within the scope of IFRS 9.

Internal transfer of consolidated shares

The IFRS do not address the accounting treatment for theof a transfer of consolidated shares within the Group resulting in changes in ownership interest. The Group applies the following accounting policy:

  the transferred shares are carried at historical cost and the gain or loss on the transferdisposal is fully eliminated in the acquirer’s accounts;

  the non-controlling interests are adjusted to reflect the change in their share in the equity against Group retained earnings, with no impact on profit and loss and equity.

Assets held for sale

The Group qualifies an asset or group of assets as “held for sale” when:

  the management is committed to a plan to sell;

  the asset is available for immediate sale in its current state (subject to any conditions precedent that are usual in such disposals); and

  the saledisposal is highly probable,likely to take place within 12 months.

Consolidated financial statements 20212022

F-4445

Thus, when the Group is committed to a plan to sell involving the loss of control or significant influence over one of its assets, it classifies all assets and liabilities of the entitiesentity concerned underon a separate line in the statement of financial position: "Assets/Liabilities held for sale",sale," at a value equal to the lower of the net carrying value and the fair value net of disposal costs.

In addition, when the asset or group of assets held for sale representsis a major linecomponent of an operatinga business segment, its contribution to the income statement is presented separately below “consolidated net“net income offrom continuing operations” and its cash flow contribution is presented in the statement of cash flows.

Note 4   Sales

4.1    Revenue

The presentation of revenueRevenue is disaggregatedpresented by category and segment in Note 1.1 “Segment information.”1. The breakdown of revenue by type is as follows:

  ConvergenceConvergent services: these include revenue from convergenceconvergent services forin the B2C market (combined Internet + Mobile products)offers);

  Mobile onlyMobile-only services: mobile onlymobile-only services revenue is generated by incoming and outgoing callsincludes call revenues (voice, SMS and data), mainly outgoing, excluding convergent services (details(see below);

  Fixed onlyFixed-only services: revenue from fixed onlyfixed-only services includes revenue from retail sales of fixed broadband and narrowband fixed services, excluding convergent services (see below) and B2B fixed network business solutionsolutions and networks services, including voice and data services;

–  IT & integration services:Integration Services: these services include unified communication and collaboration services (LAN and telephony, consultancy, integration, project management), hosting and infrastructure services (including Cloud Computing)cloud computing), application services (customer relations management and other application services), security services, video conferencing offers as well asand equipment sales of equipment related to the above products and services;

  Services to carriers (wholesale): wholesale revenue includes roaming revenue from customers of other networks (national and international)international roaming), revenue from Mobile Virtual Network Operators (MVNO) and from network sharing, among others;sharing;

–  Equipment sales: Equipmentequipment sales include all sales of equipment (mobile terminals,devices, broadband equipment, connected objectsdevices and accessories) with the exception of equipment sales of equipment related to integration and information technology servicesIT & Integration Services (presented inon the "IT“IT & integration services"Integration Services” line), sales of network equipment related to the operation of voice and data services in the Enterprise segment (presented inon the "Fixed only services"“Fixed-only services” line) and equipment sales of equipment to external distributors or brokers (presented inon the "Other revenues"“Other revenue” line);

  Other revenues: these revenues include, in particular, equipment sales to external distributors and brokers, revenuesrevenue from portals, online advertising and the Group’s cross-functional activities and miscellaneous other miscellaneous revenues.

Accounting policies

Most revenue falls within the application scope of IFRS 15 “Revenue from contractsContracts with customers.Customers.” Orange’s products and services are offered to customers under service-onlyservices-only contracts and contracts combining the equipment used to access services and/or other service offers. Revenue is recognized net of VAT and other taxes collected on behalf of governments.

–  Standalone service offers (mobile onlymobile-only services, fixed onlyfixed-only services, convergent services)

Orange offers its B2C and B2B customers a range of fixed and mobile telephony services, fixed and mobile Internet access offers and content offers (TV, video, media, added-valuevalue-added audio service, etc.). Some contracts are for a fixed term (generally 12 or 24 months), while others may be terminated at short notice (i.e. monthly arrangements or portions of services).

Service revenue is recognized when the service is provided, based on use (e.g. minutes of traffic or bytes of data processed) or the period (e.g. monthly service costs).

UnderFor some content offers,services, Orange may act solely as an agent enabling the supply by a third-party of goods or services to the customer and not as a principal in the supply of the content. In such cases, revenue is recognized net of amounts transferred to the third-party.third party.

Contracts with customers generally do not include a material right, as the price invoiced for contractssubscriptions and the services purchased and consumed by the customer beyond the specific scope (e.g. additional consumption, options, etc.) generally reflect their standalone selling prices. There is no significant impact from contract modification for this type of service contract. Service obligations transferred to the customer at the same pace are treated as a single obligation.

When contracts include contractual clauses relating to commercial discounts (initial discount on signing the contract or conditional on reaching a consumption threshold) or items provided free of charge (for example: a free three-month subscription), the Group spreads these discounts or free items over the term of the contract (the period during which the Group and the customer have firm commitments). Where applicable, the consideration payable to the customer is recognized as a deduction from revenue in accordance with the specific terms and conditions of each contract.

If the performance obligations are not classified as distinct, the offer revenue is recognized on a straight-line basis over the contract term. One of the main applications of this method is the initial service connection in the context of a service contractsubscription and communication.communication offer. It is not generally separable from the service contractsubscription and communication offer and its invoicing is therefore recognized in income over the average term of the expected contractual relationship.

Consolidated financial statements 20212022

F-4546

  Separate equipment sales

Orange offers its B2C and B2B customers several ways to buy their equipment (primarily mobile phones)devices): equipment sales may be separate from or bundled with a service offer. When separate from a service offer, the amount invoiced is recognized in revenue on delivery and receivable immediately or in installments over a period of up to 24 months. Where payment is received in installments, the offer comprises a financial component and gives rise to the calculation of interest deducted from the amount invoiced and recognized over the payment period in net finance costs.costs, net.

Where Orange purchases and sells equipment to indirect channels, the Group generally considers that Orange maintains control until resale to the end-customer (the distributor acts as an agent), even where ownership is transferred to the distributor. Sale proceeds are therefore recognized when the end-customer takes possession of the equipment (on activation).

  Bundled equipment and service offers

Orange proposes numerous offers to its B2C and B2B customers comprising equipment (e.g. a mobile handset)device) and services (e.g. a communication contract)talk & text plan).

Equipment revenue is recognized separately from service revenue if the 2two components are distinct (i.e. if the customer can receive one or other of the services separately). Where one of the components in the offer is not at its separate selling price, revenue is allocated to each component in proportion to their individual selling prices. This is notably the case in offers combining the sale of a mobile phone at a reduced price, where the individual selling price of the mobile phone is considered equal to its purchase cost and logistics expenses plus a commercial margin based on market practice. The amount allocated to equipment sales is recognized under revenue on delivery in exchange for a contract asset, spread over the term of the service contract.

The provision of a Livebox® (proprietary Internet box) is neither a separate component of the Internet access service offer nor a lease, as Orange maintains control of the box.

  Services including both a build and run phase

For business clients,B2B customers, some contracts have two phases: build and then management (operation and maintenance) of assets built and delivered to customers. Revenue recognition requires an analysis of the facts and circumstances of each contract in order to determine whether distinct performance obligations exist. Under these contracts, if the constructionbuild phase is classified as separate, the Group recognizes the revenue of this phase according to the percentage of completion. However, if the Group does not have a certain right to payment and/or if there is no continuous transfer of control of the asset under construction,being built, then revenuerevenues for this phase isare recognized upon completion. These contracts are generally multi-year, with scalable offers. On each contract modification, we assess the scope of the modification orand its impact on the contract price in order to determine whether the modification should be treated as a distinctseparate contract, as though the existing contract were terminated and a new contract signed, or whether the modification should be considered as a change to the existing contract.

  Service offers to carriers (wholesale)

NaNThree types of commercial agreements are entered into with Carrierwholesale customers for domestic wholesale activities and Internationalor international carrier offers:

  pay-as-you-go“pay-as-you-go” model: contract generally applied to “legacy” regulated activities (bitstream call termination, local loop access, roaming and certain data solution contracts), where contract services are not covered by a firm volume commitment. Revenue is recognized as the services are provided (which relates to transfer of control) over the contractual term;

  send-or-pay“send-or-pay” model: contract where the price, volume and term are defined. The customer has a commitment to pay the amount indicated in the contract irrespective of actual traffic consumed over the commitment period. This contract category notably includes certain MVNO (Mobile Virtual Network Operator)(mobile virtual network operator), IDD (International Direct Dialing)(international direct dialing) or hubbing (call free floating) contracts. RelatedThe relevant revenue is recognized progressively based on actual traffic during the period, to reflect transfer of control to the customer;

  mix model: hybrid contract combining the “pay-as-you-go” and “send-or-pay” models, comprising a fixed entry fee paid by the customer providing access to preferential pricing conditions for a given volume (“send-or-pay” component). In addition to this entry fee, an amount is invoiced based on traffic consumption (“pay-as-you-go” component). The amount invoiced for the entry fee included in this type of commercial agreement is recognized progressively in revenue based on actual traffic over the period.

Current agreements between major transit carriers are not billedinvoiced or cross-billed (free peering)cross-invoiced (“free peering”) and are therefore not recognized in revenue.

  Service levelQuality of service commitment clause

The contracts entered into by the Group and its customers include service level commitments regarding the processing of orders, delivery and after salesafter-sales support (delivery time, performance, service reinstatementrecovery time). If the Group fails to comply with one of these commitments, it then pays compensation tocompensates the customer, which is usually in the form of a tariffprice reduction. The projected amount of these penalties is recognized as a deduction from revenue whenever it is expected that the commitment will not be fulfilled.

  Public-private service concession arrangements

The Group rolls out and/or operates certain networks under service concessions, such as the public initiative networksPublic Initiative Networks implemented in France to roll out fiber-opticfiber optic networks in less populated areas. Some contracts are analyzed in accordance with IFRIC 12 “Service concession arrangements.Concession Arrangements.” When the Group builds a network, construction revenue is recognized as counterparty toin consideration of a right to receive a considerationcompensation from either a public entity or users of the public service. This right is accounted for as:

  an intangible asset in respect offor the right to receive payments from public service users amounting to the fair value of the corresponding infrastructure and is amortized over the term of the contract; and/or

Consolidated financial statements 20212022

F-4647

  a financial receivable in respect offor the unconditional right to receive royalties from the public entity, for the fair value of the consideration expected from the public entity. This receivable is recognized at amortized cost.

  Leases

Orange’s lease incomerevenue is related either to its regulatory obligations to lease technical sites to its competitors, to the supply of equipment in certain contracts with business clients,B2B customers, or to the granting of rights of use meeting the criteria for leasing network equipment, i.e. occasional leases of surplus space in certain buildings to third parties.

Lease revenues arerevenue is recognized on a straight-line basis over the contract term, except for certain equipment leases to business clients,B2B customers, which are classified as finance leases; in such cases the equipment is considered sold on credit.

4.2    Other operating income

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Net banking income (NBI)

 

119

 

79

 

55

 

124

 

119

 

79

Income from client collection

89

101

110

Income from customer collection

91

89

101

Site rentals and franchises income

 

87

 

54

 

50

 

34

 

87

 

54

Tax credits and subsidies

 

44

 

31

 

33

 

48

 

44

 

31

Income from universal service

 

4

 

4

 

5

 

3

 

4

 

4

Other income

 

441

 

336

 

466

 

447

 

441

 

336

Total

 

783

 

604

 

720

 

747

 

783

 

604

Net banking income (NBI) represents the net balance between income from banking operations (fees charged to customers, interest from loans, banking activities retail commissions and other income from banking operations) and expenses from banking operations (interest paid on loans, commissions paid and other expenses from banking operations)bank operating expenses). It is prepared in accordance with accounting practices that are commonly used in France in the banking sector.

Income from customer collectionscollection mainly includes interest charged to customers for late payments and recovery of trade receivables previously recognized as loss.losses.

Other income is predominantly comprised of rebillingcomprises re-invoicing of network sharing costs, income received from litigation and income relating to line damages.damage.

4.3    Trade receivables

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Net book value of trade receivables - in the opening balance

 

5,620

 

5,320

 

5,295

 

6,029

 

5,620

 

5,320

Business related variations

 

(53)

 

379

 

1

 

299

 

(53)

 

379

Changes in the scope of consolidation(1)

 

389

 

4

 

50

 

(3)

 

389

 

4

Translation adjustment

 

36

 

(90)

 

28

 

(76)

 

36

 

(90)

Reclassifications and other items

 

36

 

7

 

(53)

 

56

 

36

 

7

Net book value of trade receivables - in the closing balance

 

6,029

 

5,620

 

5,320

 

6,305

 

6,029

 

5,620

(1)

Changes in the scope of consolidation in 2021 includeincluded the externalization of Orange SA's trade receivables from concession contracts resulting from the loss of sole control over Orange Concessions for 288 million euros and the integration of Telekom Romania Communications for 100 million euros.

Sales of receivables program

Orange has set up non-recourse programs for the sales of its receivables due in installments in several countries. These are no longer recorded on the balance sheet. The amount received for the receivables sold mainly concern Spain, France and Poland and amounted to approximatelydisposed of was around 640 million euros in 2022, 740 million euros in 2021, 640 million euros in 2020 and 690 million euros in 2019.mainly related to Spain, Poland, Romania and France.

Since 2020, Orange Spain has had in place a non-recourse program with Orange Bank for the disposal of receivables due in installments, replacing an existing program with a third-party bank. This program led to these receivables being derecognized from the balance sheet of Orange Spain (within telecom activities) and presented as customer loans and receivables within Mobile Financial Services activities (see Note 17.1.1).

Consolidated financial statements 20212022

F-4748

(in millions of euros)

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Net trade receivables, depreciated according to their age

 

1,204

 

1,145

 

1,233

 

1,191

 

1,204

 

1,145

Net trade receivables, depreciated according to other criteria

 

422

 

400

 

579

 

324

 

422

 

400

Net trade receivables past due

 

1,627

 

1,544

 

1,812

 

1,515

 

1,627

 

1,544

Net trade receivables not past due(1)

 

4,402

 

4,076

 

3,508

 

4,790

 

4,402

 

4,076

Net trade receivables

 

6,029

 

5,620

 

5,320

 

6,305

 

6,029

 

5,620

o/w short-term trade receivables

 

5,793

 

5,382

 

5,044

 

6,022

 

5,793

 

5,382

o/w long-term trade receivables (2)

 

236

 

238

 

276

 

283

 

236

 

238

(1)Not past due receivables are presented net of the balance of expected losses on trade receivables, which amounted to (46) million euros at December 31, 2022, (54) million euros at December 31, 2021 and (56) million euros at December 31, 2020 and (23) million euros at December 31, 2019.

The increase is mainly due to the integration of Telekom Romania Communications and the externalization of Orange SA's receivables from concession contracts resulting from the loss of sole control over Orange Concessions.

(2)Includes receivables from sales of handsets with payment on instalments that are payable in more than 12 months and receivables from equipment financial lease offers for business (see accounting policies).2020.

Shown below is the ageing table of the net trade receivables which are past due and impaired according to their maturity:

(in millions of euros)

GraphicGraphic

The Group assessed the risk of non-recovery of trade receivables at December 31, 20212022 and recognized impairment and losses on trade receivables in the income statement for an amount of (212)(208) million euros over the period.

In the 2021 fiscal year, the Group did not experience a major deterioration in the collectability of trade receivables, due in particular to the increased monitoring of trade receivables since the beginning of the health crisis in 2020 in order to manage and adapt the recovery measures.

The health crisis has resulted in the provision of economic support measures for companies and individuals in a number of countries. Such measures have helped to partially reduce the risk of non-recovery of trade receivables at December 31, 2021, but further reduce visibility on the evolution of the economic environment (in particular on the risk of business failures).

There is no change compared to December 31, 2020 in Orange’s belief that the concentration of counterparty risk related to customer accounts is limited due to the large number of customers, their diversity (residential, professional and large companies) and their various sectors of the economy, as well as their wide geographic distribution in France and abroad.

For Mobile Financial Services, the effects of the health crisis on bank credit risk areis described in Note 17.2.1.

The table below provides an analysis of the change in impairment for trade receivables in the statement of financial position:

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Allowances on trade receivables - in the opening balance

 

(983)

 

(888)

 

(816)

 

(1,012)

 

(983)

 

(888)

Net addition with impact on income statement (1)

 

(212)

 

(383)

 

(332)

 

(208)

 

(212)

 

(383)

Losses on trade receivables

 

283

 

275

 

271

 

218

 

283

 

275

Changes in the scope of consolidation(2)

 

(91)

 

0

 

(1)

 

(6)

 

(91)

 

Translation adjustment

 

(7)

 

13

 

(5)

 

16

 

(7)

 

13

Reclassifications and other items

 

(1)

 

0

 

(5)

 

(4)

 

(1)

 

Allowances on trade receivables - in the closing balance

 

(1,012)

 

(983)

 

(888)

 

(996)

 

(1,012)

 

(983)

(1)The change in the provision for expected losses, in accordance with IFRS 9, amounts to 2 million euros in 2021, (33) million euros in 2020 and 2 million euros in 2019. In 2020, the change in impairment of trade receivables included an effect of (129) million euros on the telecoms business in connection with the impact of the health crisis.
(2)TheIn 2021, the change in scope of consolidation is mainly related to the integration of Telekom Romania Communications in 2021.Communications.

Consolidated financial statements 20212022

F-4849

Accounting policies

Trade receivables are mainly short-term with no stated interest rate and are measured in the statement of financial position at original invoice amount,the par value of the receivable, in accordance with IFRS 15. Those trade receivables which include deferred payment terms over 12 or 24 months for the benefit of customers buying a mobile telephonephone are discounted and classified as current items in the statement of financial position. Receivables from financialB2B equipment finance leases on equipment leased to companies are recognized as current operating receivables because they are acquired in the normal course of business.

In order to meet the requirements of IFRS 9, the impairment of trade receivables is based on 3three methods:

  a collective statistical method: this is based on historical losses and leads to a separate impairment rate for each ageingaging balance category. This analysis is performed over a homogeneous group of receivables with similar credit characteristics because they belong to a customer category (B2C, professionals);

  a stand-alone method: the assessment of impairment probability and its amount are based on a set of relevant qualitative factors (ageing(aging of late payment, other balances with the counterpart,counterparty, rating from independent agencies, geographical area). This method is mainly used for carrier customers (national and international), administrations and public authorities, as well as for large business servicebusinesses services key accounts;

  a provisioning method based on anticipatedexpected loss: IFRS 9 requires recognition of expected losses on receivables immediately upon recognition of the financial instruments. In addition to the pre-existing provisioning system, the Group applies a simplified approach of anticipatedearly impairment at the time the asset is recognized. The rate applied depends on the maximum revenue non-recoverability rate.

IdentificationRecognition of impairment losses for a group of receivables representsis the step preceding identification of impairment forlosses on individual receivables. As soon as information is available (clients(customers in bankruptcy or subject to equivalent judicial proceedings)court-ordered liquidation), these receivables are then excluded from the statistical impairment database and individually impaired.

The trade receivables may be part of non-recourse programs. When they are soldassigned to consolidated securitization mutual funds, they remain on the statement of financial position. Other disposals to financial institutions may lead to their de-recognition in the event that legal ownership and almost all the risks and benefits of the receivables are transferred as described by IFRS 9.

4.4 Customer contract net assets and liabilities

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2019

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Customer contract net assets (1)

 

740

 

709

 

771

 

733

 

740

 

709

Costs of obtaining a contract

 

294

 

262

 

258

 

298

 

294

 

262

Costs to fulfill a contract

 

426

 

265

 

181

 

539

 

426

 

265

Total customer contract net assets

 

1,460

 

1,236

 

1,209

 

1,570

 

1,460

 

1,236

Prepaid telephone cards

 

(186)

 

(197)

 

(212)

 

(175)

 

(186)

 

(197)

Connection fees

 

(563)

 

(589)

 

(665)

 

(507)

 

(563)

 

(589)

Loyalty programs

 

(29)

 

(25)

 

(38)

 

(31)

 

(29)

 

(25)

Other deferred revenue (2)

 

(1,717)

 

(1,158)

 

(1,163)

 

(1,847)

 

(1,717)

 

(1,158)

Other customer contract liabilities

 

(17)

 

(15)

 

(15)

 

(19)

 

(17)

 

(15)

Total deferred revenue related to customer contracts

 

(2,512)

 

(1,984)

 

(2,093)

 

(2,579)

 

(2,512)

 

(1,984)

Total customer contract net assets and liabilities

 

(1,052)

 

(748)

 

(884)

 

(1,009)

 

(1,052)

 

(748)

(1)Assets net of remaining performance obligations.
(2)Includes in particular subscription contracts.subscriptions. The variation ofchange in Other deferred revenue is detailed below.

The following tables give an analysis of the balances of customer contract net assets and the costs of acquiring and fulfilling themcontracts in the statement of financial statements.position.

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Customer contract net assets - in the opening balance

 

709

 

771

784

 

740

 

709

771

Business related variations(1)

 

30

 

(60)

(13)

 

(1)

 

30

(60)

Changes in the scope of consolidation

 

4

 

 

 

4

Translation adjustment

 

0

 

(3)

1

 

(1)

 

(3)

Reclassifications and other items

 

(3)

 

(0)

0

 

(6)

 

(3)

Customer contract net assets - in the closing balance

 

740

 

709

771

 

733

 

740

709

(1)Mainly includes new contract assets net of related liabilities, transfer of net contract assets directly to trade receivables and impairment in the period.

Consolidated financial statements 20212022

F-4950

(in millions of euros)

    

2021

    

2020

    

2019

Costs of obtaining a contract - in the opening balance

 

262

 

258

 

233

Business related variations

 

20

 

11

 

21

Changes in the scope of consolidation

 

12

 

 

1

Translation adjustment

 

(1)

 

(7)

 

1

Reclassifications and other items

 

 

 

1

Costs of obtaining a contract - in the closing balance

 

294

 

262

 

258

(in millions of euros)

    

2022

    

2021

    

2020

Costs of obtaining a contract - in the opening balance

 

294

 

262

 

258

Business related variations

 

6

 

20

 

11

Changes in the scope of consolidation

 

 

12

 

Translation adjustment

 

(2)

 

(1)

 

(7)

Reclassifications and other items

 

 

 

Costs of obtaining a contract - in the closing balance

 

298

 

294

 

262

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Costs to fulfill a contract - in the opening balance

 

265

 

181

 

149

 

426

 

265

 

181

Business related variations

 

31

 

21

 

30

 

122

 

31

 

21

Changes in the scope of consolidation

 

 

 

 

 

 

Translation adjustment

 

11

 

(12)

 

2

 

(5)

 

11

 

(12)

Reclassifications and other items

 

118

 

75

 

 

(4)

 

118

 

75

Costs to fulfill a contract - in the closing balance

 

426

 

265

 

181

 

539

 

426

 

265

Below is presented the change in deferred income onrelated to customer contracts (prepaid telephone cards, service accessconnection fees, loyalty programs and other unearned income) in the statement of financial position:

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Deferred revenue related to customer contracts - in the opening balance

1,984

2,093

2,002

2,512

1,984

2,093

Business related variations(1)

 

220

 

(73)

 

(20)

 

101

 

220

 

(73)

Changes in the scope of consolidation(2)

 

183

 

 

101

 

1

 

183

 

Translation adjustment

 

13

 

(31)

 

13

 

(23)

 

13

 

(31)

Reclassifications and other items

 

112

 

(6)

 

(3)

 

(13)

 

112

 

(6)

Deferred revenue related to customer contracts - in the closing balance

 

2,512

 

1,984

 

2,093

 

2,579

 

2,512

 

1,984

(1)In 2021, business related variations2022, business-related changes mainly concern contracts for the provision of the Orange network in Spain and submarine cable contracts in France.Spain.
(2)In 2021, changes in the scope of consolidation mainly concern theconcerned prepayment of services for the construction of the network construction services fromof FiberCo in Poland to Orange Polska and the integration of Telekom Romania Communications. In 2019, the changes mainly concerned maintenance services paid in advance as part of the acquisition of SecureLink.

Accounting policies

Customer contract net assets and liabilities

The timing of revenueincome recognition may differ from the timing of customer invoicing.

Trade receivables presented in the consolidated statement of financial position represent an unconditional right to receive consideration (primarily cash), i.e. the services and goods promised to the customer have been transferred.provided.

In contrast, contract assets mainly refer to amounts allocated under IFRS 15 as compensationconsideration for goods or services provided to customers, but for which the right to collect payment is subject to providingcontingent on the provision of other services or goods under thatthe same contract (or group of contracts). This is the case in a bundled offer combining the sale of a mobile phone and mobile communicationtelecommunication services for a fixed period, where the mobile phone is invoiced at a reduced price leading to the reallocation of a portion of amounts invoiced for telephone communication servicesthe telecommunication service to the supply of the mobile phone. The excess of the amount allocated to the mobile phone over the price invoiced is recognized as a contract asset and transferred to trade receivables as the service is invoiced.

Contract assets, like trade receivables, are subject to impairment for credit risk. The recoverability of contract assets is also verified, especiallyincluding to cover the risk of impairment loss should the contract be interrupted. Recoverability may also be impacted by a change in the legal environment governing offers.

Contract liabilities represent amounts paid by customers to Orange before receiving the goods and/or services promised in the contract. This is typically the case for advances received from customers or amounts invoiced and paidreceived for goods or services not yet transferred, such as contractsprovided, for example for subscriptions payable in advance or prepaid contracts (previously recognized in deferred income).

Customer contract assets and liabilities are presented, respectively, in current assets and current liabilities since they are a normal part of the Group’s operations.

CostCosts of obtaining a contract

Where a telecommunication service contract is signed via a third-party distributor, this distributor may receive business provider remuneration, generally paid in the form of a commission for each contractsubscription or invoice-indexed commission. Where the Group considers the commissionthat these commissions are incremental and believes that it would not have been paid in the absence of the customer contract, the commission cost is estimated and capitalized in the balance sheet. It should be noted that the Group has adopted the simplification measure authorized by IFRS 15 to recognize the costs of obtaining contractsa contract as an expense at the time they are incurred, if the amortization period of the asset that the Group would have recognized in respect ofrecognize for them does not exceed one year.

Consolidated financial statements 20212022

F-5051

The costs of obtaining fixed-period mobile serviceservices contracts are capitalized and recognized prorata temporisexpensed on a pro rata basis over the enforceable period of the contract, as these costs are generally incurred each time a customer renews the fixed period. The costs of obtaining fixed services contracts for a pre-determined term for B2C market customers are expensed prorata temporison a pro rata basis over the estimated period of the customer relationship. The costs of obtaining B2B and operator solution contracts are not material.

Costs to fulfill a contract

Contract fulfillment costsCosts to fulfill a contract consist of all the initial contractual costs necessary to fulfill one or more performance obligations of a contract. These costs, when they are directly related to a contract, are capitalized and recognized prorata temporisexpensed on a pro rata basis over the enforceable period of the contract.

At Group level, these costs mainly concern contracts for business clients,B2B customers, with, for example, design, installation, connection and migration feescosts that relate to a future performance obligation of the contract.

The assumptions underlying the period over which the costs of fulfilling a contract are expensed are periodically reviewed and adjusted in line with observations; termination of the contractual relationship with the customer results in the immediate expensing of the remaining deferred costs. Where the bookcarrying value of deferred costs exceeds the remaining consideration expected to be received for the transfer of the related goods and services, less expected costs relating directly to the transfer of these goods and services yet to be incurred, the excess amount is similarly immediately expensed.

The following table presents the transaction price assigned to unfulfilled performance obligations at December 31, 2021.2022. Unfulfilled performance obligations are the services that the Group is obliged to provide to customers during the remaining fixed term of the contract. As allowed by the simplification procedure under IFRS 15, these disclosures are only related to performance obligations with an initial term greater than one year.

(in millions of euros)

    

 December 31, 20212022

Less than one year

 

6,5586,589

Between 1 and 2 years

 

2,7292,739

Between 2 and 3 years

 

931943

Between 3 and 4 years

 

510433

Between 4 and 5 years

 

206216

More than 5 years

 

182184

Total remaining performance obligations

 

11,11511,104

Accounting policies

Unfulfilled performance obligations

During allocation of the total contract transaction price to identified performance obligations, a portion of the total transaction price can be allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. We have elected to apply certain available practical expedients when disclosing unfulfilled performance obligations, including the option to exclude expected revenues from unsatisfied obligations of contracts with an original expected duration of one year or less. These contracts are primarily monthly service contracts.

In addition, certain contracts offer customers the ability to purchase additional services. These additional services are not included in the transaction price and are recognized when the customer exercises the option (generally on a monthly basis). They are not therefore included in unfulfilled performance obligations.

Some multi-year service contracts with B2B and operator customers include fixed monthly costs and variable user fees. These variable user fees are excluded from the table of unfulfilled performance obligations.

4.5    Other assets

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

(in millions of euros)

    

2021

 

2020

    

2019

 

    

2022

 

2021

    

2020

 

Advances and downpayments

 

147

 

116

 

101

 

177

 

147

 

116

Submarine cable consortiums (1)

 

194

 

258

 

168

 

230

 

194

 

258

Security deposits paid

 

105

 

93

 

93

 

96

 

105

 

93

Orange Money - isolation of electronic money (1)

 

1,030

 

825

 

613

 

1,242

 

1,030

 

825

Other(2)

 

654

 

545

 

408

 

688

 

654

 

545

Total

 

2,130

 

1,837

 

1,383

 

2,433

 

2,130

 

1,837

(1)These receivables are offset by the liabilities of the same amount (see accounting policies below and Note 5.7).
(2)Includes receivables from the disposal of FiberCo shares in 2021 for 91 million euros and a receivable to be receiveddue under ana transmission capacity agreement to provide capacity onfor an FTTH network in Spain in 2020.

Consolidated financial statements 20212022

F-5152

(in millions of euros)

    

2021

     

2020

     

2019

    

2022

     

2021

     

2020

Other assets - in the opening balance

 

1,837

 

1,383

 

1,281

 

2,130

 

1,837

 

1,383

Business related variations(1)

 

236

 

495

 

97

 

304

 

236

 

495

Changes in the scope of consolidation

 

24

 

0

 

0

 

5

 

24

 

0

Translation adjustment

 

28

 

(32)

 

3

 

(17)

 

28

 

(32)

Reclassifications and other items

 

5

 

(9)

 

2

 

11

 

5

 

(9)

Other assets - in the closing balance

 

2,130

 

1,837

 

1,383

 

2,433

 

2,130

 

1,837

o/w other non-current assets

 

254

 

136

 

125

 

216

 

254

 

136

o/w other current assets

 

1,875

 

1,701

 

1,258

 

2,217

 

1,875

 

1,701

(1)Includes receivables from the disposal of FiberCo shares in 2021 for 91 million euros and a receivable to be receiveddue under ana transmission capacity agreement to provide capacity onfor an FTTH network in Spain in 2020.

Accounting policies

Other assets relating to “Submarine cable consortiums” are receivables from submarine cable consortium members when Orange is in charge of centralizing the payments to the equipment suppliers that build and manage these cables. These receivables are offset by the liabilities of the same amount (see Note 5.7).

Orange Money is a money transfer, payment and financial services solution provided via an electronic money (“e-money”) account linked to an Orange mobile number.

Since 2016, the Orange group has become an Electronic Money Issuer (“EMI”) in some of the countries in which it operates, via dedicated, approved, internal subsidiaries. Regulations state that EMIs, as last-resort guarantors for the reimbursement of e-money holders, are obliged to restrict the funds collected in exchange for the issue of e-money (obligation to protect holders). The e-money distribution model relies on Orange’s subsidiaries and third-party distributors. EMIs issue e-money (or units of value “UV”) at the request of these distributors in exchange for funds collected therefrom. The distributors then transfer the e-money to end holders.

Within the Orange group, this restriction includes the protection of third-party holders (distributors and customers).

These transactions have no impact on the Group's net financial debt and are listed under the following headings:

  assets restricted to an amount equal to the e-money in circulation outside of the Orange group (or UV in circulation);

  UV in circulation under liabilities, representing the obligation to reimburse the third-party holders (customers and third-party distributors).

These two headings are presented under “other assets” and “other liabilities” and under operating activities as “change in working capital requirement”.  

Note 5    Purchases and other expenses

5.1    External purchases

(in millions of euros)

    

2021

     

2020

2019

 

    

2022

     

2021

2020

 

Commercial, equipment expenses and content rights

 

(7,385)

 

(6,868)

 

(7,293)

 

 

(7,772)

 

(7,385)

 

(6,868)

 

o/w costs of terminals and other equipment sold (1)

 

(3,942)

 

(3,575)

 

(4,042)

 

 

(4,459)

 

(4,234)

 

(3,841)

 

o/w advertising, promotional, sponsoring and rebranding costs

 

(783)

 

(736)

 

(823)

 

 

(804)

 

(783)

 

(736)

 

Service fees and inter-operator costs

 

(4,349)

 

(4,529)

 

(4,608)

 

 

(4,251)

 

(4,349)

 

(4,529)

 

o/w interconnexion costs

(2,956)

(3,186)

(3,212)

(2,703)

(2,956)

(3,186)

Other network expenses, IT expenses

 

(3,530)

 

(3,503)

 

(3,253)

 

 

(3,590)

 

(3,530)

 

(3,503)

 

Other external purchases

 

(2,709)

 

(2,791)

 

(2,706)

 

 

(3,119)

 

(2,709)

 

(2,791)

 

o/w building cost for resale

(1,047)

(883)

(701)

(1,236)

(1,047)

(883)

o/w overhead

(1,044)

(1,099)

(1,254)

(1,172)

(1,044)

(1,099)

o/w rental expenses

 

(147)

 

(151)

 

(241)

 

 

(134)

 

(147)

 

(151)

 

Total

 

(17,973)

 

(17,691)

 

(17,860)

 

Total external purchases

 

(18,732)

 

(17,973)

 

(17,691)

 

(1)The declineReclassification of presentation, in 2022 and comparative years, to include in this line item the costcosts of terminalsother goods sold amounting to 434 million euros in 2022, 292 million euros in 2021 and other equipment sold265 million euros in 2020 is mainly due to the closure of stores during the lockdown, which led to a sharp decline in equipment sales throughout the Group.2020.

Accounting policies

Firm purchase commitments are disclosed as unrecognized contractual commitments (see Note 16).

Advertising, promotion, sponsoring, communication and brand development costs are recorded as expenses during the period in which they are incurred.

Consolidated financial statements 20212022

F-5253

At January 1, 2019, lease expenses include rental payments on leases with an enforceable period, with no option to extend, of 12 months or less, leases where the value, when new, of the underlying asset is less than approximately 5,000 euros, and variable lease payments which were not included in the measurement of the lease liability (see Note 9).

5.2    Other operating expenses

(in millions of euros)

    

2021

 

2020

    

2019

 

    

2022

 

2021

    

2020

 

Litigation

 

(218)

(238)

(107)

 

(50)

(218)

(238)

Allowances and losses on trade receivables – telecom activities

 

(213)

(382)

(315)

 

(206)

(213)

(382)

Cost of bank credit risk

(48)

(31)

(10)

(49)

(48)

(31)

Expenses from universal service

 

(22)

(19)

(21)

 

(28)

(22)

(19)

Operating foreign exchange gains (losses)

 

(20)

19

(4)

 

(23)

(20)

19

Acquisition and integration costs

(14)

(18)

(17)

(40)

(14)

(18)

Other expenses

 

(165)

(119)

(124)

 

(17)

(165)

(119)

Total

 

(700)

(789)

(599)

Total other operating expenses

 

(413)

(700)

(789)

Impairment and losses on trade receivables from telecom activities are detailed in Note 4.3.

The cost of credit risk exclusively applies only to Mobile Financial Services and includes impairment charges and reversals on fixed-income securities, loans and receivables to customers as well as impairment charges and reversals relating to guarantee commitments given, losses on receivables and recovery of amortized debts. In the context of the health crisis, Orange Bank has reviewed its estimate of credit risks, taking into account the uncertainties, and considered whether the sectoral provisions used in the calculation of provisions should be reneweddebts (see Note 17.2.1).

Certain expenses related to litigation are directly recorded in operating income and are not included in the following movements of provisions:

(in millions of euros)

    

2021

 

2020

    

2019

 

    

2022

 

2021

    

2020

 

Provisions for litigation - in the opening balance

 

525

 

643

 

572

 

405

 

525

 

643

Additions with impact on income statement

 

162

 

119

 

99

 

26

 

162

 

119

Reversals with impact on income statement

 

(10)

 

(29)

 

(8)

 

(12)

 

(10)

 

(29)

Discounting with impact on income statement

 

0

 

 

 

1

 

 

Utilizations without impact on income statement (1)

 

(317)

 

(205)

 

(22)

 

(34)

 

(317)

 

(205)

Changes in consolidation scope

 

(0)

 

 

1

 

2

 

 

Translation adjustment

 

1

 

(2)

 

0

 

0

 

1

 

(2)

Reclassifications and other items

 

44

 

 

1

 

 

44

 

Provisions for litigation - in the closing balance

 

405

 

525

 

643

 

387

 

405

 

525

o/w non-current provisions

 

51

 

46

 

45

 

47

 

51

 

46

o/w current provisions

 

353

 

479

 

598

 

340

 

353

 

479

(1)CorrespondsCorresponded mainly to the conviction linked to anti-competitive practices in the "Enterprise""enterprise" market segment in 2021 and to the conviction in the Digicel litigation in 2020 (see Note 18).

The Group’s significant litigations are described in Note 18.

Accounting policies

Litigation

In the ordinary course of business, the Group is involved in a number of legal and arbitration proceedings and administrative actions described in Note 18.

The costs which may result from these proceedings are accrued at the reporting date if the Group has a present obligation toward a third party resulting from a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of that liability can be quantified or estimated within a reasonable range. The amount of provision recorded is based on a case-by-case assessment of the risk level, and events arising during the course of legal proceedings may require a reassessment of this risk at any time. Where appropriate, litigation cases may be analyzed as contingent liabilities, which correspond to:

  probable obligations arising from past events that are not recognized because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the Company’s control; or

  present obligations arising from past events that are not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or because the amount of the obligation cannot be measured with sufficient reliability.

Acquisition and integration costs

Acquisition and integration costs are incurred at the time of acquisition of legal entities (costs linked to the acquisition of the entity, consultancy fees, training costs for new staff,employees, migration costs associated with customer offers, labor expenses associated with the transition). They are incurred over a maximum period of 12 months following the acquisition date.

Consolidated financial statements 20212022

F-5354

5.3    Restructuring and integration costs

(in millions of euros)

    

2021

 

2020

    

2019

 

    

2022

 

2021

    

2020

 

Departure plans(1)

(241)

(15)

(68)

(54)

(241)

(15)

Lease property restructuring (2)

(6)

2

5

(21)

(6)

2

Distribution channels(3)

(22)

(5)

(26)

(12)

(22)

(5)

Other

(63)

(8)

(43)

(38)

(63)

(8)

Total restructuring costs

(331)

(25)

(132)

(125)

(331)

(25)

(1)Mainly voluntary departure plans for Equant (around 300 people) in 2022, Orange Spain (around 400 people) and Orange Polska (around 1,400 people)in 2021, and Orange Polska in 2019 (around 2,100 people).2021.
(2)Essentially related to onerous contracts due to vacant leases in France.
(3)Essentially concerns the closure of sales outlets in Spain in 2022 and 2021.

Some restructuring costs are directly recorded in operating income and are not included in the following movements of provisions:

(in millions of euros)

    

2021

     

2020

    

2019

 

    

2022

     

2021

    

2020

 

Restructuring provisions - in the opening balance

 

117

 

216

 

389

 

185

 

117

 

216

Additions with impact on income statement(1)

277

12

97

98

277

12

Reversals releases with impact on income statement

 

(17)

 

(17)

 

(13)

Reversals with impact on income statement

 

(26)

 

(17)

 

(17)

Discounting with impact on income statement

 

(1)

 

4

 

1

 

(5)

 

(1)

 

4

Utilizations without impact on income statement

 

(191)

 

(95)

 

(124)

 

(90)

 

(191)

 

(95)

Translation adjustment

 

(0)

 

(3)

 

1

 

(1)

 

 

(3)

Reclassifications and other items (1)

 

(1)

 

 

(135)

 

 

(1)

 

Restructuring provisions - in the closing balance

 

185

 

117

 

216

 

162

 

185

 

117

o/w non-current provisions

 

61

 

53

 

96

 

43

 

61

 

53

o/w current provisions

 

124

 

64

 

120

 

119

 

124

 

64

(1)Starting January 1, 2019, following IFRS 16 application, restructuring provisions relatedMainly corresponds to leases are presentedcosts relating to Equant departure plans amounting to (30) million euros in "Impairment of right-of-use assets". Only rental charges2022, (155) million euros in Spain and taxes are presented(29) million euros in restructuring provisions.Poland in 2021.

Accounting policies

Restructuring costs

The adaptation of the Group's activities to changes in the environment may generate costs related to the discontinuation or major transformation of an activity. These actions may have a negative effect on the period during which they are announced or implemented; for instance but not limited to, some of the transformation plans approved by the internal governance bodies.

Provisions are recognized only when the restructuring has been announced and the Group has drawn up or started to implement a detailed formal plan prior to the end of the reporting period.

The types of costs approved by the Group as restructuring costs primarily consist of:

  employee departure plans;

  termination of contracts linked to a fundamental reorganization of the activity (compensation paid to suppliers to terminate contracts, etc.);

  cost of vacant buildings (outside the scope of IFRS 16);

  fundamental transformation plans for communication network infrastructures;

  onerous contracts related to the termination or fundamental reorganization of business: during the course of a contract, when the economic circumstances that prevailed at inception change, some commitments toward the suppliers may become onerous, i.e. the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Consolidated financial statements 20212022

F-5455

5.4    Equipment inventories and Broadcasting rights and equipment inventories

(in millions of euros)

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

December 31, 

    

2021

 

2020

    

2019

 

    

2022

 

2021

    

2020

 

Handset inventories (1)

 

593

 

485

 

534

Device inventories (1)

 

629

 

593

 

485

Other products/services sold

 

77

 

75

 

78

 

125

 

77

 

75

Available broadcasting rights

 

102

 

93

 

89

 

102

 

102

 

93

Other supplies

 

242

 

223

 

270

 

258

 

242

 

223

Gross value

 

1,015

 

874

 

970

 

1,114

 

1,015

 

874

Depreciation

 

(64)

 

(60)

 

(63)

 

(67)

 

(64)

 

(60)

Net book value

 

952

 

814

 

906

Net book value of equipment inventories and broadcasting rights

 

1,048

 

952

 

814

(1)Of which inventories treated as consignment with distributors amounting to 42 million euros as at December 31, 2022, 68 million euros as at December 31, 2021 and 40 million euros as at December 31, 2020 and 35 million euros as at December 31, 2019.2020.

(in millions of euros)

    

2021

     

2020

     

2019

    

2022

     

2021

     

2020

Net balance of inventories - in the opening balance

 

814

 

906

965

 

952

 

814

906

Business related variations

 

125

 

(70)

(64)

 

104

 

125

(70)

Changes in the scope of consolidation

 

9

 

2

 

3

 

9

-

Translation adjustment

 

3

 

(8)

2

 

(4)

 

3

(8)

Reclassifications and other items

 

(1)

 

(14)

1

 

(6)

 

(1)

(14)

Net balance of inventories - in the closing balance

 

952

 

814

906

 

1,048

 

952

814

Accounting policies

Network maintenance equipment and equipment intended for sale to customers are measured at the lower of cost or likely realizable net book value. The cost corresponds to the purchase or production cost determined by the weighted average cost method.

Handset inventories include inventories treated as consignment with distributors when these are qualified, for accounting purposes, as agents in the sales of handsets bought from the Group.

Film or sports broadcasting rights are recognized in the statement of financial position when they are available for exhibition and expensed when broadcast.

5.5    Prepaid expenses

    

December 31, 

     

December 31, 

    

December 31, 

 

    

December 31, 

     

December 31, 

    

December 31, 

 

(in millions of euros)

2021

2020

2019

2022

2021

2020

Prepaid external purchases

 

611

 

651

 

678

 

780

 

611

 

651

Other prepaid operating expenses

 

240

 

199

 

52

 

72

 

240

 

199

Total

 

851

 

850

 

730

Total prepaid expenses

 

851

 

851

 

850

(in millions of euros)

    

2021

     

2020

     

2019

    

2022

     

2021

     

2020

Prepaid expenses - in the opening balance

 

850

 

730

571

 

851

 

850

730

Business related variations (1)

 

5

 

171

127

 

57

 

5

171

Changes in the scope of consolidation

 

0

 

65

 

0

 

-

Translation adjustment

 

10

 

(12)

5

 

(49)

 

10

(12)

Reclassifications and other items(2)

 

(13)

 

(40)

(38)

 

(8)

 

(13)

(40)

Prepaid expenses - in the closing balance

 

851

 

850

730

 

851

 

851

850

(1)In 2020, the change includesincluded a prepaid expense recognized in respect of an agreement for the provision of FTTH capacity in Spain.
(2)Including the effect of the reclassification of prepaid expenses as costs to fulfill contractscontract (see Note 4.4).

Consolidated financial statements 20212022

F-5556

5.6    Trade payables

(in millions of euros)

    

2021

     

2020

     

2019

    

2022

     

2021

     

2020

Trade payables - in the opening balance

 

6,475

 

6,682

 

6,736

 

6,738

 

6,475

 

6,682

Business related variations

 

41

 

(122)

 

(85)

 

297

 

41

 

(122)

Changes in the scope of consolidation(1)

 

125

 

1

 

36

 

9

 

125

 

1

Translation adjustment

 

47

 

(80)

 

27

 

(71)

 

47

 

(80)

Reclassifications and other items

 

49

 

(6)

 

(32)

 

95

 

49

 

(6)

Trade payables - in the closing balance

 

6,738

 

6,475

 

6,682

 

7,067

 

6,738

 

6,475

o/w trade payables from telecoms activities

 

6,652

 

6,395

 

6,580

 

6,951

 

6,652

 

6,395

o/w trade payables from Mobile Financial Services

 

86

 

80

 

102

 

116

 

86

 

80

(1)Of which 108 million euros related to the integration of Telekom Romania Communications in 2021.

Supplier payment terms are mutually agreed between the suppliers and Orange in accordance with the rulesregulations in force. Certain key suppliers and Orange have agreed to a flexible payment schedule which, for certain invoices, can be extended up to six months.

Trade payables for goods and services and fixed assets that were subject to a payment extension, and which had an impact on the change in working capital requirementsrequirement at the end of the period, amounted to approximately 377 million euros at December 31, 2022, 460 million euros at December 31, 2021, 435 million euros at December 31, 2020, and 525435 million euros at the end of 2019.2020.

Accounting policies

Trade payables resulting from tradecommercial transactions and settled in the normal operating cycle are classified as current items. They include thosepayables that have been financed by the supplier (withmay have assigned, with or without notification, of transfer to financial institutions) underinstitutions as part of direct or reverse factoring, and those for which the supplier proposed an extended payment period to Orange and for which Orange confirmed the payment arrangement under the agreed terms. Orange considers these financial liabilities to carryhave the characteristics of trade payables, in particular due to the ongoing tradecommercial relationship, the payment schedules ultimately consistent with the operationaloperating cycle of a telecommunicationstelecommunication operator, in particular for the purchase of primary infrastructures,infrastructure, the supplier’s autonomy in the anticipated relationship and a financial cost borne by Orange that corresponds to the compensation of the supplier for the extended payment schedule agreed.

ForTrade payables without specified interest rates they are measured at nominalpar value if the interest component is negligible. For interest bearingInterest-bearing trade payables the measurement isare recognized at amortized cost.

5.7    Other liabilities

(in millions of euros)

    

December 31, 

     

December 31, 

    

December 31, 

 

    

December 31, 

     

December 31, 

    

December 31, 

 

2021

2020

2019

2022

2021

2020

Provisions for litigations (1)

 

405

 

525

 

643

 

387

 

405

 

525

Cable network access fees (URI)

 

38

 

59

 

103

 

25

 

38

 

59

Submarine cable consortium (2)

 

191

 

258

 

168

 

230

 

191

 

258

Security deposits received

 

128

 

134

 

147

 

111

 

128

 

134

Orange Money – units in circulation (2)

 

1,030

 

823

 

613

 

1,244

 

1,030

 

823

Other

 

852

 

775

 

774

 

804

 

852

 

775

Total

 

2,644

 

2,574

 

2,448

 

2,802

 

2,644

 

2,574

o/w other non-current liabilities

 

306

 

307

 

353

 

276

 

306

 

307

o/w other current liabilities

 

2,338

 

2,267

 

2,095

 

2,526

 

2,338

 

2,267

(1)See Note 5.2.
(2)These liabilities are offset by the receivables of the same amount (see accounting policies in Note 4.5).

Consolidated financial statements 20212022

F-5657

(in millions of euros)

    

2021

    

2020

    

2019

Other liabilities - in the opening balance

 

2,574

 

2,448

2,250

Business related variations

 

54

 

176

190

Changes in the scope of consolidation

 

9

 

12

Translation adjustment

 

29

 

(35)

4

Reclassifications and other items

 

(22)

 

(15)

(8)

Other liabilities - in the closing balance

 

2,644

 

2,574

2,448

(in millions of euros)

    

2022

    

2021

    

2020

Other liabilities - in the opening balance

 

2,644

 

2,574

2,448

Business related variations

 

129

 

54

176

Changes in the scope of consolidation

 

6

 

9

Translation adjustment

 

 

29

(35)

Reclassifications and other items

 

23

 

(22)

(15)

Other liabilities - in the closing balance

 

2,802

 

2,644

2,574

Note 6    Employee benefits

6.1    Labor expenses

(in millions of euros)

    

Note

    

2021

 

2020

    

2019

 

    

Note

    

2022

 

2021

    

2020

 

Average number of employees (full-time equivalents)(1)

 

132,002

 

133,787

 

135,619

 

130,307

 

132,002

 

133,787

Wages and employee benefit expenses

 

  

 

(9,587)

 

(8,331)

 

(8,240)

 

  

 

(8,754)

 

(9,587)

 

(8,331)

o/w wages and salaries

 

  

 

(6,232)

 

(6,224)

 

(6,199)

 

  

 

(6,328)

 

(6,232)

 

(6,224)

o/w social security charges

 

  

 

(2,148)

 

(2,118)

 

(2,079)

 

  

 

(2,132)

 

(2,148)

 

(2,118)

o/w French part-time for seniors plans

 

6.2

 

(1,209)

 

23

 

6

 

6.2

 

(313)

 

(1,209)

 

23

o/w capitalized costs (2)

 

  

 

849

 

866

 

848

 

  

 

818

 

849

 

866

o/w other labor expenses (3)

 

  

 

(847)

 

(879)

 

(816)

 

  

 

(799)

 

(847)

 

(879)

Employee profit sharing

 

  

 

(145)

 

(142)

 

(181)

 

  

 

(149)

 

(145)

 

(142)

Share-based compensation (4)

 

6.3

 

(185)

 

(18)

 

(73)

 

6.3

 

(16)

 

(185)

 

(18)

o/w free share award plans

(16)

(13)

(18)

o/w employee shareholding plan Together 2021

(172)

(172)

o/w free share award plans

(13)

(18)

(73)

Total in operating income

 

  

 

(9,917)

 

(8,490)

 

(8,494)

 

  

 

(8,920)

 

(9,917)

 

(8,490)

Net interest on the net defined liability in finance costs

 

  

 

(10)

 

(12)

 

(20)

 

  

 

(13)

 

(10)

 

(12)

Actuarial (gains)/losses in other comprehensive income (5)

 

  

 

59

 

(13)

 

(62)

 

  

 

176

 

59

 

(13)

(1)Of whom 31%28% were Orange SA's French civil servants (34% at December 31, 2020 and 36%2022 (compared with 31% at December 31, 2019)2021 and 34% at December 31, 2020).
(2)Capitalized costs correspond to labor expenses included in the cost of assets produced by the Group (see Notes 8.4 and 8.5).
(3)Other labor expenses comprise other short-term allowances and benefits, payroll taxes, post-employment benefits and other long-term benefits (except French part-time for seniors plans).
(4)Includes social security contributions of (1) million euros in 2022, (13) million euros in 2021 and 5 million euros in 2020, and (15) million euroswhose corresponding entry in 2019 with corresponding entries in consolidatedthe balance sheet is not presented in equity.
(5)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

6.2    Employee benefits

(in millions of euros)

    

December 31, 

     

December 31, 

    

December 31, 

 

    

December 31, 

     

December 31, 

    

December 31, 

 

2021

2020(1)

2019(1)

2022

2021

2020

Post-employment benefits (2)(1)

 

881

 

930

 

904

 

739

 

881

 

930

Other long-term benefits

 

2,318

 

1,407

 

1,867

 

2,358

 

2,318

 

1,407

o/w French part-time for seniors plans

 

1,720

 

802

 

1,233

 

1,753

 

1,720

 

802

Provisions for employment termination benefits

 

2

 

1

 

2

 

1

 

2

 

1

Other employee-related payables and payroll taxes due

 

1,862

 

1,779

 

1,782

 

1,857

 

1,862

 

1,779

Provisions for social risks and litigation

 

50

 

58

 

59

 

29

 

50

 

58

Total

 

5,113

 

4,176

 

4,614

 

4,985

 

5,113

 

4,176

o/w non-current employee benefits

 

2,798

 

1,984

 

2,353

 

2,567

 

2,798

 

1,984

o/w current employee benefits

 

2,316

 

2,192

 

2,261

 

2,418

 

2,316

 

2,192

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).
(2)Does not include defined contribution plans.

The payments to be made in respect ofaccrued post-employment benefits and other long-term benefits are presented below. These are estimated based on Group headcounts as at December 31, 2021,2022, including rights acquiredvested and not acquiredunvested rights at December 31, 2021,2022, but for which it is assumed the rightsGroup estimates will be acquiredvested by the year 2040 approximately:approximately 2050:

(in millions of euros)

Schedule of benefits to be paid, undiscounted

 

Schedule of benefits to be paid, undiscounted

 

    

2022

    

2023

    

2024

    

2025

    

2026

    

2027 and beyond

    

2023

    

2024

    

2025

    

2026

    

2027

    

2028 and beyond

Post-employment benefits

 

70

 

42

 

49

 

50

 

59

 

2,717

 

73

 

56

 

49

 

63

 

79

 

2,586

Other long-term benefits (1)

 

417

 

488

 

481

 

351

 

211

 

108

 

508

 

571

 

482

 

392

 

226

 

45

o/w French part-time for seniors plans

 

344

 

415

 

406

 

310

 

178

 

77

 

434

 

487

 

427

 

337

 

197

 

24

Total

 

487

 

530

 

530

 

401

 

270

 

2,825

 

581

 

627

 

532

 

455

 

305

 

2,631

(1)Provisions for Time SavingSavings Account (CET(Compte Épargne Temps (CET)) and long-term sick leave and long-term sick leave not included.

Consolidated financial statements 20212022

F-5758

6.2.1  Types of post-employment benefits and other long-term benefits

In accordance with the laws and practices in force in the countries where it operates, the Group has obligations in terms of employee benefits:

  with regard to retirement, the majority of employees are covered by defined contribution plans required by law or under national agreements. In France, civil servants employed by Orange SA are covered by the French government sponsored civil and military pension plan. Orange SA’s obligation under the plan is limited to the payment of annual contributions (French law No. 96-660 dated July 26, 1996). Consequently, Orange SA has no obligation to fund future deficits of the pension plans covering its own civil servant employees or any other civil service plans. Expenses recognized under the terms of defined contribution pension plans amounted to (691) million euros in 2022 (compared with (727) million euros in 2021 ((729)and (729) million euros in 2020 and  (724) million euros in 2019)2020);

  the Group is committed to a limited number of annuity-based defined-benefit plans: notably the Equant plans in the United Kingdom for 352204 million euros in 2022 and a plan for senior management staffmanagers in France for 191190 million euros.euros in 2022. Plan assets were transferred to these plans in the United Kingdom and in France. A few years ago, these plans were closed to new subscribers and also closed in the United Kingdom with regard to the acquisition of rights;vesting;

  the Group is also committed to capital-based defined benefitdefined-benefit plans where, in accordance with the law or contractual agreements, employees are entitled to bonuses on retirement, depending on their years of service and end of career salary; this essentially relates to bonuses due upon retirement in France, particularly for employees under private-law contracts (688(553 million euros for Orange SA, equal to 80%i.e. 78% of the capital-based plans) and for civil servants (23(16 million euros, equal to 3%i.e. 2% of capital-based plans);

  other post-employment benefits are also granted to retired employees: these are benefits other than defined-benefit and defined-contribution plans;

  other long-term benefits may also be granted such as seniority awards, long-term compensated absences and French part-time for seniors plans (TPSTemps Partiel Senior (TPS)) detailed below.

French part-time for seniors plans

As part of the renegotiations of the intergenerational agreement, a new French part-time for seniors (TPS) plan (TPS) was signed on December 17, 2021, resulting in the recognition of an employee benefit liability of 1,225 million euros.euros at December 31, 2021.

The French part-time for seniors plans are accessible to civil servants and employees under private contract from thewith French entities who will retire no later thanare eligible for full retirement benefits from January 1, 2028 and who have at least 15 years of service withinat the Group.

These plans give employees the opportunity to work 50% or 60% of a full-time job whilst receiving:

  a base salarycompensation of between 65% and 80% of a full-time employment;job;

  the retirement entitlement benefits of full-time employment during the period in question (both the Company’s and the employee’s contributions); and

  a minimum salarycompensation level.

These plans last for a period of at least 18 months and no longer than five5 years.

The beneficiaries may decide to invest part of their base compensation (5%, 10% or 15%) in a Time Savings Account (CETCompte Épargne Temps (CET)), with an additional Group contribution. The CET allows for a reduction in the amount of time worked.

At December 31, 2021,2022, the number of employees who are or will be participating in the French part-time for seniors plans, and thus included in the provision, is estimated at approximately at 11,90010,400 employees.

6.2.2  Key assumptions used to calculate the amount of obligations

The assessment of post-employment benefits and other long-term benefits is based on retirement age calculated in accordance with the provisions applicable to each plan and the necessary conditions to ensure entitlement to a full pension, both of which are often subject to legislative changes.

The valuation of the obligation of the French part-time for seniors plans is sensitive to estimates of the potentially eligible population and to the sign-up rate for the plans (estimated at 70% on average), and the trade-offs that the beneficiaries will ultimately make between the different plans proposed.

Unlike previous years, sensitivity to the sign-up rate for the French part-time for seniors plans is not presented as the deadline for requesting to sign up for the French part-time for seniors plan signed at the end of 2021 was set at December 31, 2022.

The discount rates used for the euro zoneFrench entities (which accounts for 88%91% of Orange’s pension and other long-term employee benefit obligations as at December 31, 2021)2022) are as follows:

    

December 31, 

    

December 31, 

    

December 31, 

 

    

December 31, 

    

December 31, 

    

December 31, 

 

2021

2020

2019

2022

2021

2020

More than 10 years

 

0.80% to 1.05

%  

0.55% to 0.90

%  

0.70% to 0.90

%

 

3.75% to 3.85

%  

0.80% to 1.05

%  

0.55% to 0.90

%

Less than 10 years

 

-0.15% to 0.40

%(1) 

-0.35% to 0.70

%  

-0.33% to 0.70

%

 

3.20% to 3.75

%(1) 

-0.15% to 0.40

%  

-0.35% to 0.70

%

(1)A -0.15% rate has beenRates of 3.40% and 3.55%, respectively, were used to value commitments relating to the obligation regarding the2018 and 2021 French part-time for seniors plans (-0.25% as(compared with -0.15% at December 31,202031, 2021 and -0.25% at December 31, 2019)2020).

The discount rates used for the euro zone are based on corporate bonds rated AA with a duration equivalent to the duration of the obligations.

The increase in annuities of the Equant plans in the United Kingdom is based on inflation (3.15%(3.05% used) up to 5%.

Consolidated financial statements 20212022

F-5859

The main capital-based defined benefitdefined-benefit plan (retirement bonuses for employees under private-law contracts in France) is principally sensitive to employment policy assumptions (Orange has historically had high numbers of staff atemployees of retirement age). The estimated increase in the capital of this plan is based on a, salary revaluation and long-term inflation assumption of 2% associated with the effect of a higher “GVT” (acronym for Wage drift - Seniority - Job-skills). “Wage drift - Seniority - Job-skills” refers to annual change in total payroll costs independent of general or categorical increases in wages and salaries, due to in-grade promotions, out of grade promotions and the aging of existing staff.

The impacts on pension benefit obligations of changesa change in the key assumptionsassumption would be as follows:

(in millions of euros)

    

Rate increase by 50 points

    

Rate decrease by 50 points

 

    

Rate increase by 100 points

    

Rate decrease by 100 points

 

Discount rates(1)

 

(101)

 

111

 

(128)

 

145

 

Rate decrease by 5 %

 

Rate increase by 5 %

Sign-up rates for French part-time for seniors plans (2)

 

(85)

 

85

(1)Includes 20Including (31) million euros and 32 million euros for the French part-time for seniors plans (short term(TPS) (short-term duration).
(2)Sensitivity is performed on future entries in French part-time for seniors plans (TPS).

6.2.3  Commitments and plan assets

(in millions of euros)

Post-employment benefits

Long-term benefits

2021

2020 (1)

2019 (1)

 

Post-employment benefits

Long-term benefits

2022

2021

2020

 

Annuity-

Capital-

Other

French part-

Other

Annuity-

Capital-

Other

French part-

Other

    

based

    

based

    

    

time for

    

    

    

    

 

    

based

    

based

    

    

time for

    

    

    

    

 

plans

plans

seniors plans

 

plans

plans

seniors plans

 

 

(TPS)

 

(TPS)

Total benefit obligations in the opening balance

 

529

 

859

 

17

 

802

 

605

 

2,812

 

3,229

 

3,684

 

550

 

856

 

16

 

1,720

 

598

 

3,740

 

2,812

 

3,229

Service cost

 

0

 

63

 

0

 

1,242

(2)

74

 

1,379

 

150

 

146

 

 

67

 

(6)

 

10

61

 

131

 

1,379

(3)

150

Net interest on the defined benefit liability

 

5

 

11

 

0

 

(2)

 

0

 

15

 

17

 

27

 

6

 

14

 

0

 

(2)

 

0

 

19

 

15

 

17

Actuarial losses/(gains) arising from changes of assumptions

 

9

 

(41)

 

(0)

 

27

 

(0)

 

(5)

 

102

 

82

 

(144)

 

(230)

 

(6)

 

(110)

 

(1)

 

(490)

 

(5)

 

102

o/w arising from change in discount rate

 

(24)

 

(51)

 

(0)

 

(1)

 

(0)

 

(76)

 

63

 

182

 

(132)

 

(234)

 

(4)

 

(124)

 

(1)

 

(495)

(1)

(76)

 

63

Actuarial losses/(gains) arising from experience

 

7

 

6

 

 

(59)

(1)

 

(47)

 

(121)

(3)

(43)

 

20

 

31

 

(2)

 

410

(1)

 

459

(2)

(47)

(121)

(4)

Benefits paid

 

(23)

 

(44)

 

(1)

 

(290)

 

(81)

 

(439)

 

(555)

 

(687)

 

(20)

 

(30)

 

(1)

 

(276)

 

(49)

 

(374)

 

(439)

 

(555)

Translation adjustment and other

 

23

 

2

 

(0)

 

(0)

 

0

 

25

 

(11)

 

20

 

(13)

 

2

 

(0)

 

(0)

 

(3)

 

(14)

 

25

 

(11)

Total benefit obligations in the closing balance (a)

 

550

 

856

 

16

 

1,720

 

598

 

3,740

 

2,811

 

3,229

 

401

 

710

 

2

 

1,753

 

605

 

3,471

 

3,740

 

2,811

o/w benefit obligations in respect of employee benefit plans that are wholly or partly funded

 

550

 

21

 

 

 

 

571

 

549

 

562

 

401

 

18

 

 

 

 

419

 

571

 

549

o/w benefit obligations in respect of employee benefit plans that are wholly unfunded

 

0

 

835

 

16

 

1,720

 

598

 

3,169

 

2,262

 

2,667

 

 

691

 

2

 

1,753

 

605

 

3,052

 

3,169

 

2,262

Weighted average duration of the plans (in years)

 

13

 

12

 

18

 

2

 

4

 

6

 

8

 

9

 

8

 

11

 

14

 

2

 

3

 

4

 

6

 

8

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

(2)Of which 1,225 million euros related to the new French part-time for seniors plan signed on December 17, 2021.

(1)Including (352) million euros in France and (130) million euros in the United Kingdom related to the increase in discount rates in 2022.
(2)Actuarial gains related to experience effects mainly take into account an increase in the number of sign-ups for the French part-time for seniors plans, and particularly the plan signed in 2021.
(3)In 2020, actuarialIncluding 1,225 million euros related to the French part-time for seniors plan signed in December 2021.

(4)

Actuarial gains related to experience effects take into account a slowdown in the number of entries intosign-ups for the TPSFrench part-time for seniors plans.

(in millions of euros)

Post-employment benefits

Long-term benefits

2021

2020

2019

 

Post-employment benefits

Long-term benefits

2022

2021

2020

 

Annuity-

Capital-

Other

French part-

Other

Annuity-

Capital-

Other

French part-

Other

    

based

    

based

    

    

time for

    

    

    

    

 

    

based

    

based

    

    

time for

    

    

    

    

 

plans

plans

seniors plans

 

plans

plans

seniors plans

 

 

(TPS)

 

(TPS)

Fair value of plan assets in the opening balance

 

473

 

1

 

 

 

 

474

 

458

 

414

 

540

 

1

 

 

 

 

541

 

474

 

458

Net interest on the defined benefit liability

 

4

 

0

 

 

 

 

4

 

6

 

8

 

7

 

 

 

 

 

7

 

4

 

6

(Gains)/Losses arising from experience

 

40

 

(0)

 

 

 

 

40

 

25

 

26

 

(154)

 

(0)

 

 

 

 

(154)

 

40

 

25

Employer contributions

 

20

 

 

 

 

 

20

 

18

 

16

 

11

 

 

 

 

 

11

 

20

 

18

Benefits paid by the fund

 

(20)

 

 

 

 

 

(20)

 

(18)

 

(19)

 

(18)

 

 

 

 

 

(18)

 

(20)

 

(18)

Translation adjustment and other

 

23

 

 

 

 

 

23

 

(16)

 

13

 

(13)

 

 

 

 

 

(13)

 

23

 

(16)

Fair value of plan assets in the closing balance (b)

540

 

1

 

 

 

 

541

 

474

 

458

373

 

1

 

 

 

 

373

 

541

 

474

Funded annuity-based plans represent 1512 % of Group social commitments.

Consolidated financial statements 20212022

F-5960

The funded annuity-based plans are primarily located in the United Kingdom (66%(54%) and France (32%(45%) and their assets are broken down as follows:

GraphicGraphic

Employee benefits in the statement of financial position correspond to commitments less plan assets. These have not been subject to any asset ceilingcapping adjustment for the periods presented.

(in millions of euros)

Post-employment benefits

Long-term benefits

2021

2020 (1)

2019 (1)

 

Annuity-

Capital-

Other

French part-

Other

    

based

    

based

    

    

time for

    

    

 

    

 

plans

plans

seniors plans

 

(TPS)

Employee benefits in the opening balance

 

56

 

858

 

17

 

802

 

605

 

2,337

 

2,771

 

3,270

Net expense for the period

1

74

1

1,208

73

1,356

105

117

Employer contributions

(20)

(20)

(18)

(16)

Benefits directly paid by the employer

(3)

(44)

(1)

(290)

(81)

(419)

(538)

(668)

Actuarial (gains)/losses generated during the year through other comprehensive income

(25)

(34)

(0)

(59)

13

62

Translation adjustment and other

 

1

 

2

 

(0)

 

(0)

 

0

 

3

 

4

 

7

Employee benefits in the closing balance - Net unfunded status (a) - (b)

 

10

 

855

 

16

 

1,720

 

598

 

3,199

 

2,337

 

2,771

o/w non-current

 

8

 

806

 

16

 

1,375

 

594

 

2,799

 

1,955

 

2,195

o/w current

 

2

 

50

 

1

 

344

 

4

 

400

 

382

 

575

(1)

2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

(in millions of euros)

Post-employment benefits

Long-term benefits

2022

2021

2020

 

Annuity-

Capital-

Other

French part-

Other

    

based

    

based

    

    

time for

    

    

 

    

 

plans

plans

seniors plans

 

(TPS)

Employee benefits in the opening balance

 

10

 

855

 

16

 

1,720

 

598

 

3,199

 

2,337

 

2,771

Net expense for the period

81

(6)

308

59

443

1,356

105

Employer contributions

(11)

(11)

(20)

(18)

Benefits directly paid by the employer

(1)

(30)

(1)

(276)

(49)

(355)

(419)

(538)

Actuarial (gains)/losses generated during the year through other comprehensive income

31

(199)

(8)

(176)

(59)

13

Translation adjustment and other

 

 

2

 

 

 

(3)

 

(2)

 

3

 

4

Employee benefits in the closing balance - Net position (a) - (b)

 

28

 

709

 

2

 

1,753

 

605

 

3,097

 

3,199

 

2,337

o/w non-current

 

26

 

658

 

2

 

1,319

 

600

 

2,605

 

2,799

 

1,955

o/w current

 

2

 

52

 

 

434

 

5

 

492

 

400

 

382

The following table disclosesdetails the net expense:

Post-employment benefits

Long-term benefits

2021

2020

2019

Post-employment benefits

Long-term benefits

2022

2021

2020

Annuity-

Capital-

Other

French part-

Other

Annuity-

Capital-

Other

French part-

Other

    

based

    

based

    

    

time for

    

    

 

    

    

based

    

based

    

    

time for

    

    

 

    

 

plans

plans

seniors plans

 

plans

plans

seniors plans

(in millions of euros)

 

(TPS)

    

 

(TPS)

    

Service cost

 

(0)

 

(63)

 

(0)

 

(1,242)

(1)

(74)

 

(1,379)

 

(151)

 

(146)

 

 

(67)

 

6

 

(10)

(61)

 

(131)

 

(1,379)

(1) 

(151)

Net interest on the net defined benefit liability

 

(0)

 

(11)

 

(0)

 

2

 

(0)

 

(10)

 

(11)

 

(19)

 

 

(14)

 

 

2

 

 

(12)

 

(10)

 

(11)

Actuarial gains/(losses)

 

 

 

 

32

 

1

 

33

 

57

 

48

 

 

 

 

(301)

 

2

 

(299)

 

33

 

57

Total

 

(1)

 

(74)

 

(1)

 

(1,208)

 

(73)

 

(1,356)

 

(105)

 

(117)

 

 

(81)

 

6

 

(308)

 

(59)

 

(443)

 

(1,356)

 

(105)

o/w expenses in operating income

 

(0)

 

(63)

 

(0)

 

(1,210)

 

(73)

 

(1,346)

 

(94)

 

(98)

 

 

(67)

6

(311)

(59)

(430)

 

(1,346)

 

(94)

o/w net interest on the net defined liability in finance cost

 

(0)

 

(11)

 

(0)

 

2

 

(0)

 

(10)

 

(11)

 

(19)

 

 

(14)

2

(12)

 

(10)

 

(11)

(1)Of whichIncluding (1,225) million euros related to the new French part-time for seniors plan signed on December 17, 2021.

Accounting policies

Post-employment benefits are granted through:

  defined contributiondefined-contribution plans: the contributions, paid to independent institutions which are in charge of the administrative and financial management thereof, are recognized in the fiscal year during which the services are rendered;

Consolidated financial statements 20212022

F-6061

  defined-benefit plans: the sum of future obligations under these plans are based on actuarial assumptions using the projected unit credit method:

  their calculation is based on demographic (employee turnover, mortality, gender parity, etc.) and financial assumptions (salary increases, rate of inflation, etc.) defined at the level of each entity concerned;

  the discount rate is defined by country or geographical area and by reference to market yields on high quality corporate bonds (or government bonds where no active market exists). Its computationIt is basedcalculated on the basis of external indices commonly used as a reference for the Eurozone;eurozone;

  actuarial gains and losses on post-employment benefits are fully recorded in other comprehensive income;

  the Group’s defined benefitdefined-benefit plans are not generally not financed.funded. In the rare cases where they are, hedgingthe plan assets are set up by employer and employee contributions which are managed by separate legal entities whose investments are subject to fluctuations in the financial markets. These entities are generally administratedadministered by joint committees comprising representatives of the Group and of the beneficiaries. Each committee adopts its own investment strategy which is designed to strike the optimum strategies to match assets and liabilities, based on specific studies performed by external experts. It is generally carried out by fund managers selected by the committees and depends on the market opportunities. Assets are measured at fair value, determined by reference to quoted prices, since they are mostly invested in listed securities (primarily shares(mainly equities and bonds) and the use of other asset categoriesclasses is limited.

Other long-term employee benefits may be granted, such as seniority awards, long-term compensated absences and the French part-time for seniors plan (TPS) agreements. The calculation of the related commitments is based on actuarial assumptions (including demographic, financial and discounting assumptions) similar to those relating to post-employment benefits. The relevant actuarial gains and losses are recognized in profit or lossnet income for the period when they arise.

Termination benefits are subject to provisions (up to the related obligation). For all commitments where termination of employment contracts would triggerentailing the payment of an indemnity,termination benefits, actuarial gains and losses are recognized in profit or lossnet income for the period when modifications take place.

6.3    Share-based payment

Employee shareholding plan Together 2021

On April 21, 2021, the Board of Directors approved the implementation of an employee shareholding plan, Together 2021, designed to strengthen the Group's employee shareholding. The offering relates to a maximum of subscriptions, including matching contributions, of a value of 260 million euros expressed in the reference price before discount and is carried out by buying back existing shares of Orange SA.

The number of shares subscribed at the price of 6.64 euros (taking into account a discount of 30% compared to the reference market price) amounts to 12 million shares, to which are added 14 million shares allocated free of charge in the form of a matching contribution, i.e. a total of 26 million shares.

The average fair value of the benefit granted to employees and former employees of the Group stands at 6.47 euros per share allocated (including free shares), i.e. an expense of (172) million euros (including social contributions) recognized though equity for 169 million euros and through social debts for 3 million euros.

compensation

Free share award plans in force at December 31, 20212022

The Board of Directors approved the implementation of free share award plans (Long Term(Long-Term Incentive PlanPlansLTIP )LTIP) reserved for the Executive Committee, Corporate Officers and Senior Management holding the positions of "Executives" and "Leaders".senior executives designated as “Executives” or “Leaders.”

Main characteristics

    

LTIP 2021 - 2023

    

LTIP 2020 - 2022

    

LTIP 2019 - 2021

    

LTIP 2022 - 2024

    

LTIP 2021 - 2023

    

LTIP 2020 - 2022

Implementation date by the Board of Directors

July 28, 2021

July 29, 2020

July 24, 2019

July 27, 2022

July 28, 2021

July 29, 2020

Maximum number of free share units (1)

1.8 million

1.7 million

1.7 million

1.8 million

1.8 million

1.7 million

Estimated number of beneficiaries

1,300

1,300

1,200

1,300

1,300

1,300

Acquisition date of the rights by the beneficiaries

December 31, 2023

December 31, 2022

December 31, 2021

December 31, 2024

December 31, 2023

December 31, 2022

Delivery date of the shares to the beneficiaries

March 31, 2024

March 31, 2023

March 31, 2022

March 31, 2025

March 31, 2024

March 31, 2023

(1)In countries where the regulations, tax codes or labor laws do not permit awards of stock, the beneficiaries of the plan will receive a cash value based on the exchange-tradedmarket price of Orange stock at the delivery date of the shares.

Consolidated financial statements 20212022

F-6162

Condition of continuedContinued employment condition

The allocation of rights to beneficiaries is subject to a condition of continued employment:employment condition:

    

LTIP 2021 - 2023

    

LTIP 20202021 - 20222023

    

LTIP 20192020 - 20212022

Assessment of the employment continuation

 

From January 1,July 27, 2022

From July 28, 2021

 

From January 1,July 29, 2020

From January 1, 2019

to December 31, 2024

to December 31, 2023

to December 31, 2022

to December 31, 2021

Performance conditions

Depending on the plans, the allocation of rights to beneficiaries is subject to the achievement of internal and external performance conditions, namely:i.e.:

  the organic cash flow from telecom activities internal performance condition, as defined in the plan regulations, assessed (i) annually against the budget for the LTIP 2019-2021, and (ii) at the end of the three years of the plan against the objective set by the Board of Directors for the LTIP 2020-20222020–2022, 2021–2023 and LTIP 2021-2023;2022–2024;

  the Corporate Social Responsibility (CSR) internal performance condition, half of which relates to the change in the level of CO2CO2 per customer use and (i) half to the Group'sGroup’s renewable electricity rate for LTIP 2019-2021 and LTIP 2020-2022,the 2020–2022 plan, and (ii) half to the proportion of women in the Group'sGroup’s management networks for the LTIP 2021-2023,2021–2023 and 2022–2024 plans, assessed at the end of the three years of the plan in relation to the objectivestargets set by the Board of Directors;

  the Total Shareholder Return (TSR) external performance condition. The TSR performance of the TSR is assessed by comparing the change in the Orange TSR based on the relative performance of the total return for Orange shareholders over the three fiscal years and the change in the TSR calculated on the average values of the benchmark index, Stoxx Europe 600 Telecommunications, index or any other index having the same purpose and replacing it during the term of the plan.

Rights subject to the achievement of performance conditions (as a % of the total entitlement):

    

LTIP 2021 - 2023

    

LTIP 2020 - 2022

    

LTIP 2019 - 2021

    

LTIP 2022 - 2024

    

LTIP 2021 - 2023

    

LTIP 2020 - 2022

Organic cash-flow from telecom activities

 

50

%  

40

%  

50

%

 

50

%  

50

%  

40

%

Total Shareholder Return (TSR)

 

30

%  

40

%  

50

%

 

30

%  

30

%  

40

%

Corporate Social Responsability (CSR)

 

20

%  

20

%

 

20

%  

20

%

20

%

All performance conditions have been met or are estimated to be met at the end of the three years of the plan, with the exception of the condition relating to the TSR of the LTIP 2019-2021.2020–2022 plan.

Valuation assumptions

LTIP 2021 - 2023

LTIP 2020 - 2022

LTIP 2019 - 2021

 

LTIP 2022 - 2024

LTIP 2021 - 2023

LTIP 2020 - 2022

 

Measurement date

July 28, 2021

July 29, 2020

July 24, 2019

July 27, 2022

July 28, 2021

July 29, 2020

Vesting date

December 31, 2023

December 31, 2022

December 31, 2021

December 31, 2024

December 31, 2023

December 31, 2022

Price of underlying instrument at measurement date

9.63 euros

10.47 euros

13.16 euros

10.16 euros

9.63 euros

10.47 euros

Price of underlying instrument at closing date

9.41 euros

9.41 euros

9.41 euros

9.28 euros

9.28 euros

9.28 euros

Expected dividends (% of the share price)

7.3

%

6.7

%

5.3

%

6.9

%

7.3

%

6.7

%

Risk free yield

-0.68

%

-0.61

%

-0.70

%

-0.59

%

-0.68

%

-0.61

%

Fair value per share of benefit granted to employees

6.33 euros

6.06 euros

7.80 euros

7.53 euros

6.33 euros

6.06 euros

o/w fair value of internal performance condition

7.74 euros

8.58 euros

11.10 euros

8.30 euros

7.74 euros

8.58 euros

o/w fair value of external performance condition

3.04 euros

2.27 euros

4.50 euros

5.74 euros

3.04 euros

2.27 euros

For the portion of the plan issued in the form of shares, fair value was determined based on the market price of Orange shares on the date of allocation and the expected dividends discounted to December 31, 2021. Fair2022. The fair value also takes into account the likelihood of achievement of the market performance conditions, determined on the basis of a model constructed using the Monte Carlo method. For the portion of the plan issued in cash, at December 31, 2021,the fair value was determined based on the market price of Orange shares at the closing date.shares.

Accounting effect

In 2021,2022, an expense of (11) million euros (including social security contributions) was recognized with corresponding entries in equity (10 million euros) and employee benefits (1 million euros).

In 2021, an expense of (11) million euros (including social security contributions) was recognized with corresponding entries in social debtsequity (10 million euros) and employee benefits (1 million euros).

In 2020, an expense of (15) million euros (including social security contributions) was recognized with corresponding entries in equity (13 million euros) and in social debts (2 million euros).

In 2019, an expense of (10) million euros (including social contributions) was recognized with corresponding entries in equity (8 million euros) and in social debtsemployee benefits (2 million euros).

Closure of the free share award plan LTIP 2018–20202019–2021

In 2018,2019, the Board of Directors approved the implementation of a free share award plan (LTIP) reserved for the Executive Committee, Corporate Officers and Senior Management.

The shares were delivered to the beneficiaries on March 31, 2021.2022.

Consolidated financial statements 20212022

F-6263

Main characteristics

LTIP 2019 - 2021

Implementation date by the Board of Directors

July 24, 2019

Maximum number of free share units (1)

1.7 million

Estimated number of beneficiaries at the beginning

1,200

Number of free share units delivered at delivery date (1)

0.7 million

Number of beneficiaries

1,094

Acquisition date of the rights by the beneficiaries

December 31, 2021

Delivery date of the shares to the beneficiaries

March 31, 2022

(1)In countries where the regulatory conditions, tax codes or labor laws do not permit awards of stock, the beneficiaries of the plan received a cash amount value based on the market price of Orange stock at the delivery date of the shares, on March 31, 2022.

Continued employment condition

The allocation of rights to beneficiaries was subject to a continued employment condition:

    

LTIP 20182019 - 2020

Implementation date by the Board of Directors

July 25, 2018

Maximum number of free share units (1)

1.7 million

Number of free share units delivered at delivery date (1)

1.2 million

Estimated number of beneficiaries

1,200

Acquisition date of the rights by the beneficiaries

December 31, 2020

Delivery date of the shares to the beneficiaries

March 31, 2021

(1)In countries where the regulations, tax codes or labor laws do not permit awards of stock, the beneficiaries of the plan received a cash value based on the exchange-traded price of Orange stock at the delivery date of the shares, on March 31, 2021.

Condition of continued employment

The allocation of rights to beneficiaries was subject to a condition of continued employment:

LTIP 2018 - 2020

 

From January 1, 2018July 24, 2019

Assessment of the employment continuation

to December 31, 20202021

Performance conditions

Depending on the plans, the allocation of rights to beneficiaries was subject to the achievement of internal and external performance conditions, namely:i.e.:

  the organic cash flow from telecom activities internal performance condition, as defined in the plan regulations;

  the Total Shareholder Return (TSR) external performance condition. The TSR performance of the TSR wasis assessed by comparing the change in the Orange TSR based on the relative performance of the total return for Orange shareholders over the three fiscal years and the change in the TSR calculated on the average values of the benchmark index, Stoxx Europe 600 Telecommunications, index or any other index having the same purpose and replacing it during the term of the plan.

Rights subject to the achievement of performance conditions (as a % of the total entitlement):

    

LTIP 20182019 - 20202021

 

Organic cash-flow from telecom activities

50

%

Total Shareholder Return (TSR)

 

50

%

Performance was assessed for the years 2018, 2019, 2020 and 20202021 in relation to the budget for each of these three years, as approved in advance by the Board of Directors.TheDirectors. The condition relating to organic cash flow from telecomstelecom activities was met for 2019, 2020 and 2020 but not for 2018.2021. In addition, the condition relating to the TSR was not met for the period 2018-2020.2019–2021.

Valuation assumptions

LTIP 20182019 - 20202021

Measurement date

July 25, 201824, 2019

Vesting date

December 31, 20202021

Price of underlying instrument at measurement date

13.9813.16 euros

Price of underlying instrument at vesting date

9.739.41 euros

Price of underlying instrument at delivery date

10.5110.70 euros

Expected dividends (% of the share price)

5.05.3

%

Risk free yield

-0.33-0.7

%

Fair value per share of benefit granted to employees

11.237.80 euros

o/w fair value of internal performance condition

11.9411.10 euros

o/w fair value of external performance condition

10.514.50 euros

For the portion of the free share award plan issued in the form of shares, fair value was determined based on the market price of Orange shares on the award date of award and the expected dividends discounted to December 31, 2020.2021. The fair value also took into account the likelihood of achieving the market performance condition, determined on the basis of a model constructed using the Monte Carlo method. For that partthe portion of the plans remitted in the form of cash, the fair value was determined on the basis of the Orange share price at March 31, 2021.price.

Accounting effect

The cost of the plansplan including social security contributions is presented below:

(in millions of euros)

    

2021

    

2020

    

2019

    

2018

    

2022

    

2021

    

2020

    

2019

LTIP 2018 - 2020 (1)

 

2

 

(7)

 

(7)

 

(3)

LTIP 2019 - 2021 (1)

 

1

 

(6)

 

(6)

 

(3)

(1)With corresponding entries in equity for 1412 million euros and in employee-related payables for 12 million euros settled on delivery of the shares in 2021.2022.

Together 2021 Employee Shareholding Plan

On April 21, 2021, the Board of Directors approved the implementation of the Together 2021 Employee Shareholding Plan, designed to strengthen the Group’s employee shareholding. The offer covered a maximum of 260 million euros of subscriptions including matching contributions, expressed as the reference price before discount, and was carried out by buying back existing shares of Orange SA.

Consolidated financial statements 20212022

F-6364

The number of shares subscribed at the price of 6.64 euros (taking into account a discount of 30% on the reference market price) amounted to 12 million shares, to which were added 14 million shares allocated free of charge in the form of a matching contribution, i.e. a total of 26 million shares.

The average fair value of the benefit granted to employees and former employees of the Group was at 6.47 euros per share allocated (including free shares), i.e. an expense of (172) million euros (including social security contributions) recognized though equity for 169 million euros and through employee benefits for 3 million euros at December 31, 2021.

Other plans

The other share-based compensation and similar plans implemented in the Orange group are not material at Group level.

Accounting policies

Employee share-based compensation: the fair value of stock options and bonusfree shares is determined by reference to the exercise price, the life of the option, the current price of the underlying shares at the grant date, the expected share price volatility, expected dividends, and the risk-free interest rate over the option’s life. Vesting conditions other than market conditions are not part of the fair value assessment, but are part of the grant assumptions (employee turnover, probability of achieving performance criteria).

The determined amount is recognized in labor expenses on a straight-line basis over the vesting period, with as counterparty:corresponding entries for:

  employee benefit liabilities for cash-settled plans, re-measured againstr remeasured in profit or loss at each year-end; and

  equity for equity-settled plans.

6.4    Executive compensation

The following table shows the compensation booked by Orange SA and its controlled companies to persons who were members of Orange SA’s Board of Directors or Executive Committee at any time during the year or at the end of the year.

(in millions of euros)

    

December 31, 

    

December 31, 

    

December 31, 

 

    

December 31, 

    

December 31, 

    

December 31, 

 

2021

2020 (4)

2019

2022

2021

2020 (4)

Short-term benefits excluding employer social security contributions (1)

 

(14)

 

(16)

 

(13)

 

(12)

 

(14)

 

(16)

Short-term benefits: employer’s social security contributions

 

(5)

 

(5)

 

(4)

 

(4)

 

(5)

 

(5)

Post-employment benefits (2)

 

(0)

 

(0)

 

(0)

 

 

 

Share-based compensation (3)

 

(2)

 

(2)

 

(2)

 

(1)

 

(2)

 

(2)

(1)Includes all compensation: gross salaries, including the variable component, bonuses attendance fees and benefits (excluding termination benefits), benefits in kind, incentive schemeincentives and profit-sharing, cash settledattendance compensation and the share-based Long Term Incentive Plan (LTIP). which matured at December 31, 2021 and was paid out in 2022.
(2)Service cost.
(3)Includes employee shareholding plans and shares settled Long Termshare-based Long-Term Incentive PlanPlans (LTIP). in force.
(4)In 2020, an amount of (2) million euros relating to termination benefits washad been paid. These termination benefits are not presented in the compensation table above.

The total amount of retirement benefits (contractual retirement bonuses and supplementary defined-benefit supplementary pension plan) provided in respect of persons who were members of the Board of Directors or Executive Committee at the end of the fiscal year was 2 million euros in 2022 (compared with 4 million euros (4in 2021 and 4 million euros in 20202020).

The Chief Executive Officer, appointed on April 4, 2022, does not have an employment contract.

In the event of dismissal or non-renewal of the corporate office not motivated by serious misconduct or gross negligence, Orange will pay the Chief Executive Officer gross severance pay equal to 12 months of fixed compensation and 6 million euros in 2019)annual variable compensation paid, with the latter being calculated based on the average annual variable compensation paid for the last 24 months prior to departure from the Company. This severance pay will only be due if the performance conditions for annual variable compensation for the two years prior to departure from the Company were achieved at an average of at least 90%.

In accordance with the Afep-Medef Code, the total amount of severance pay and non-compete compensation that would be paid to the Chief Executive Officer may not exceed 24 months of fixed compensation and annual variable compensation.

The employment contract of the Delegate Chief Executive Officer was suspended at the date of his appointment as a Corporate Officer. His employment contract may be reinstated at the end of his term of office, with recovery of rights.

Executive Committee members’ contracts include a clause providing for a contractual termination settlement not exceeding 15 months of their total gross annual compensation (including the contractual termination benefit). Stéphane Richard, Chairman and Chief Executive Officer, has no employment contract, and the employment contracts of Deputy CEOs were suspended on the date of their appointment as corporate officers. These employment contracts may be reinstated at the end of their terms of office, with recovery of rights.

Orange has not acquired any other goods or services from persons who are, or were at any time during the year or at the end of the fiscal year, members of the Board of Directors or Executive Committee of Orange SA (or any parties related thereto).

Note 7    Impairment losses and goodwill

7.1    Impairment losses

(in millions of euros)

2021

2020

2019

2022

2021

2020

Romania

(789)

Mobile Financial Services

(28)

Spain

(3,702)

(3,702)

Jordan

(54)

Total of impairment of goodwill

 

(3,702)

 

 

(54)

 

(817)

 

(3,702)

 

The impairmentImpairment tests on Cash-Generating Units (CGUs) may result in impairment losses on goodwill (see Note 7.2) and on fixed assets (see Note 8.3).

At December 31, 2022

Consolidated financial statements 2022

F-65

Romania

In Romania, the goodwill impairment of (789) million euros mainly reflects:

a material increase in the discount rate due to changes in market assumptions;

greater competitive pressure; and

the downward revision of the business plan compared with the plan used at December 31, 2021, particularly in the early years.

Following the impairment of goodwill in Romania, the net carrying value of the assets of the CGU has been reduced to the value in use of current and long-term assets at 100% at December 31, 2022, i.e. 1.7 billion euros.

Mobile Financial Services

Impairment of (49) million euros was recorded on Mobile Financial Services (including (28) million euros on goodwill and (21) million euros on fixed assets) due to deterioration of the business plan.

At December 31, 2022, the net carrying value of goodwill was reduced to zero and the value in use of the CGU amounted to 0.4 billion euros.

At December 31, 2021

In Spain, the business plan has been significantly revised downward since December 31, 2020, in view of:

a deteriorating competitive environment despite market consolidation operations (affected by the erosion of average revenue per user); and
uncertainties surrounding the continuation of the health crisis (delay in the forecasts for economic recovery).

The revision of the business plan in Spain has led to the recognition during the first semester of (3,702) million euros impairment of goodwill, bringing the net book value of tested assets down to the value in use of current and long-term assets, i.e. 7.7 billion euros.

Consolidated financial statements 20212022

F-6466

At December 31, 2020

At December 31, 2020, impairment tests did not result in the Group recognizing any impairment losses.

At December 31, 2019

In Jordan, the (54) million euros impairment of goodwill reflected the effects of an uncertain political and economic climate and heavy competitive pressure on the fixed and mobile data markets. The net book value of tested assets was brought down to the value in use of current and long-term assets at 100% at December 31, 2019 (0.8 billion euros).

In Egypt, the reversal of 89 million euros of impairment on fixed assets primarily reflected an improvement in the country's economic situation (see Note 8.3).

7.2    Goodwill

 

 

(in millions of euros)

December 31, 2021

December 31, 2020

December 31, 2019

 

December 31, 2022

December 31, 2021

December 31, 2020

 

Gross value

Accumulated

Net book value

Net book value

Net book value

Gross value

Accumulated

Net book value

Net book value

Net book value

impairment

 

impairment

 

    

    

losses

    

    

    

 

    

    

losses

    

    

    

 

France

 

14,377

 

(13)

 

14,364

 

14,364

 

14,364

 

13,189

 

(13)

 

13,176

 

14,364

 

14,364

Europe

 

13,712

 

(7,633)

 

6,079

 

9,512

 

9,537

 

12,962

 

(8,377)

 

4,586

 

6,079

 

9,512

Spain

6,986

(3,816)

3,170

6,872

6,872

6,550

(3,816)

2,734

3,170

6,872

Slovakia

806

806

806

806

Romania

 

2,074

 

(570)

 

1,504

 

1,236

 

1,236

 

1,806

 

(1,359)

 

447

 

1,504

 

1,236

Slovakia

 

806

 

 

806

 

806

 

806

Belgium

 

1,049

 

(713)

 

336

 

336

 

350

 

1,049

 

(713)

 

336

 

336

 

336

Poland

 

2,650

 

(2,515)

 

135

 

136

 

140

 

2,605

 

(2,470)

 

135

 

135

 

136

Moldova

80

80

76

83

78

78

80

76

Luxembourg

68

(19)

50

50

50

68

(19)

50

50

50

Africa & Middle East

2,605

(1,140)

1,465

1,443

1,481

Africa & Middle-East

2,379

(958)

1,420

1,465

1,443

Burkina Faso

 

428

 

 

428

 

428

 

428

 

428

 

 

428

 

428

 

428

Côte d’Ivoire

 

417

 

(42)

 

375

 

375

��

375

 

417

 

(42)

 

375

 

375

 

375

Morocco

 

265

 

 

265

 

253

 

257

 

249

 

 

249

 

265

 

253

Jordan

 

293

 

(175)

 

118

 

111

 

103

Sierra Leone

 

114

 

 

114

 

118

 

134

 

73

 

 

73

 

114

 

118

Jordan

 

277

 

(166)

 

111

 

103

 

112

Cameroon

 

134

 

(90)

 

44

 

44

 

44

 

134

 

(90)

 

44

 

44

 

44

Other

 

971

 

(843)

 

128

 

122

 

131

 

784

 

(651)

 

133

 

128

 

122

Enterprise

 

2,887

 

(649)

 

2,237

 

2,225

 

2,245

 

2,941

 

(651)

 

2,289

 

2,237

 

2,225

International Carriers & Shared Services

18

18

18

18

Totem(1)

1,624

1,624

N/A

N/A

International Carriers and Shared Services

18

18

18

18

Mobile Financial Services

 

28

 

 

28

 

35

 

 

28

 

(28)

 

 

28

 

35

Goodwill

 

33,626

 

(9,435)

 

24,192

 

27,596

 

27,644

 

33,140

 

(10,028)

 

23,113

 

24,192

 

27,596

(in millions of euros)

    

    

December 31, 

    

December 31, 

    

December 31, 

Note

2021

2020

2019

Gross Value in the opening balance

 

  

 

33,273

 

33,579

 

32,949

Acquisitions(1)

 

 

266

 

26

 

520

Disposals

 

 

(4)

 

 

(4)

Translation adjustment

 

  

 

91

 

(331)

 

111

Reclassifications and other items

 

 

 

 

3

Gross Value in the closing balance

 

  

 

33,626

 

33,273

 

33,579

Accumulated impairment losses in the opening balance

 

  

 

(5,678)

 

(5,935)

 

(5,775)

Impairment

 

7.1

 

(3,702)

 

 

(54)

Disposals

 

  

 

(0)

 

 

4

Translation adjustment

 

  

 

(55)

 

257

 

(110)

Accumulated impairment losses in the closing balance

 

  

 

(9,435)

 

(5,678)

 

(5,935)

Net book value of goodwill

 

  

 

24,192

 

27,596

 

27,644

(1)In 2021 and 2020, Totem's figures were included in France and Spain segments (see Note 1.1).

(in millions of euros)

    

    

December 31, 

    

December 31, 

    

December 31, 

Note

2022

2021

2020

Gross Value in the opening balance

 

  

 

33,626

 

33,273

 

33,579

Acquisitions(1)

 

 

(206)

 

266

 

26

Disposals

 

 

 

(4)

 

Translation adjustment

 

  

 

(280)

 

91

 

(331)

Reclassifications and other items

 

 

 

 

Gross Value in the closing balance

 

  

 

33,140

 

33,626

 

33,273

Accumulated impairment losses in the opening balance

 

  

 

(9,435)

 

(5,678)

 

(5,935)

Impairment

 

7.1

 

(817)

 

(3,702)

 

Disposals

 

  

 

 

 

Translation adjustment

 

  

 

225

 

(55)

 

257

Accumulated impairment losses in the closing balance

 

  

 

(10,028)

 

(9,435)

 

(5,678)

Net book value of goodwill

 

  

 

23,113

 

24,192

 

27,596

(1)

The change correspondsIn 2022, mainly toincludes the finalization of the purchase price allocation for Telekom Romania Communications, resulting in the revision of the amount of preliminary goodwill recognized in 2021 for (272) million euros. In 2021, mainly included preliminary goodwill of Telekom Romania Communications amounting to 272 million euros in 2021 (see Note 3.2).related to the acquisition of Telekom Romania Communications.

Consolidated financial statements 20212022

F-6567

7.3    Key assumptions used to determine recoverable amounts

The key operational assumptions reflect past experience and expected trends: unforeseen changes have in the past affected and could continue to significantly affect these expectations. In this respect, the review of expectations could affect the margin of recoverable amounts over the bookcarrying value tested (see Note 7.4) and result in impairment losses onof goodwill and fixed assets.

In 2021,2022, the Group updated its strategic plan during the first semestersecond half (for the period 2021–2025)2023-2025). Accordingly, new business plans were prepared for all CGUs.

The discount rates and perpetual growth rates used to determine the values in use were revised as follows at the end of December 2021:2022:

  the discount rates (whichhave risen sharply as a result of the deteriorating macro-economic environment (higher interest rates), and may incorporateinclude a specific premium reflecting an assessment of the performance risks of achieving certain business plans, or of country risks) experienced a slight increase as a result, on one hand, of the revision of one of their calculation parameters during the second half of 2021, and on the other hand, of the recognition of a precaution on the Enterprise CGU with a view to integrating the effects of the accelerated declinerisks, particularly in fixed voice into the valuation used at December 31, 2021.Romania;

  perpetual growth rates were maintained infor most regions, with the effects of the health crisis not leading to any change in the long-term outlook of the service markets offered by the Group.geographical areas.

At December 31, 2021,2022, the business plans and key operating assumptions were sensitive to the following:

  inflation, in particular rising energy prices, and the consequences of the Covid-19 pandemic: deterioration in the situation comparedability to December 31, 2020 in certain geographical areas in terms of the return to an economic situation deemed normal (such as in Spain or Romania);

the tradeoffs to be madepreserve margins by regulatoryadjusting rates and competition authorities between reducing prices to consumersoptimizing costs and stimulating business investment, or in terms of rules for awarding 5G operating licenses or market concentration;investments;

  the fiercely competitive nature of the markets in which the Group operates, where price pressure is strong, particularly in Spain;strong;

  the Group's ability to adjust costsdecisions by regulatory and capital expenditure to changescompetition authorities in revenue;terms of stimulating business investment, and rules for awarding 5G operating licenses and market concentration; and

  and specifically in the Middle EastMiddle-East and the Maghreb (Jordan, Egypt and Tunisia) as well as in some African countries (Mali, Democratic Republic of the Congo, Central African Republic, Sierra Leone and Burkina Faso): changes in the political situation and security with their resulting negative economic impacts on the overall business climate.

The parameters used to determine the recoverable amount of the main consolidated activities or the activities most sensitive to the assumptions of the impairment tests are as follows:

December 31, 2022

France

Spain

Poland

  Enterprise

Romania

Belgium

Mobile

Côte

Financial

d'Ivoire/

Services

Burkina

Faso/

Liberia

Basis of recoverable amount

Value in use

Fair value

Source used

Internal plan

NA

Methodology

Discounted cash flow

NA

Cost of equity

NA

NA

NA

NA

NA

NA

12.3

%  

NA

Perpetuity growth rate

 

0.8

%  

1.5

%  

2.0

%  

0.5

%  

2.5

%  

0.8

%  

2.0

%  

NA

Post-tax discount rate

 

6.3

%

7.5

%  

7.8

%  

6.8

%  

10.5

%  

7.0

%  

NA

NA

Pre-tax discount rate

 

8.4

%  

10.0

%  

9.1

%  

9.2

%  

11.8

%  

8.8

%  

NA

NA

December 31, 2021

France

Spain

Poland

  Enterprise

Romania

 

France

 

Spain

 

  Poland

 

  Enterprise

 

Romania

 

Belgium/

 

Luxembourg

Basis of recoverable amount

Value in use

 

 

Value in use

Fair value

Source used

Internal plan

 

 

Internal plan

NA

Methodology

Discounted cash flow

 

 

Discounted cash flow

NA

Perpetuity growth rate

 

0.8

%  

1.5

%  

1.5

%  

0.3

%  

2.5

%  

 

0.8

%  

1.5

%  

1.5

%  

0.3

%  

2.5

%  

NA

Post-tax discount rate

 

5.8

%(1)  

6.8

%  

7.3

%  

8.3

%  

7.0

%  

 

5.8

%(1)  

6.8

%  

7.3

%  

8.3

%  

7.0

%  

NA

Pre-tax discount rate

 

7.6

%  

8.4

%  

8.5

%  

11.1

%  

7.9

%  

 

7.6

%  

8.4

%  

8.5

%  

11.1

%  

7.9

%  

NA

Belgium/

December 31, 2020

 

France

 

Spain

 

  Poland

 

  Enterprise

 

Romania

 

Morocco

 

Luxembourg

 

France

 

Spain

 

  Poland

 

  Enterprise

 

Romania

 

Morocco

 

Belgium/

Luxembourg

Basis of recoverable amount

 

Value in use

Fair value

 

Value in use

Fair value

Source used

 

Internal plan

NA

 

Internal plan

NA

Methodology

 

Discounted cash flow

NA

 

Discounted cash flow

NA

Perpetuity growth rate

 

0.8

%  

1.5

%  

1.5

%  

0.3

%  

2.3

%  

2.8

%  

NA

 

0.8

%  

1.5

%  

1.5

%  

0.3

%  

2.3

%  

2.8

%  

NA

Post-tax discount rate

 

5.5

%(1)  

6.5

%  

7.3

%  

7.5

%  

7.5

%  

7.3

%  

NA

 

5.5

%(1)  

6.5

%  

7.3

%  

7.5

%  

7.5

%  

7.3

%  

NA

Pre-tax discount rate

 

7.4

%  

8.1

%  

8.5

%  

10.2

%  

8.5

%  

8.6

%  

NA

 

7.4

%  

8.1

%  

8.5

%  

10.2

%  

8.5

%  

8.6

%  

NA

Sierra

December 31, 2019

 

France

 

Spain

 

  Poland

 

  Enterprise

 

Leone

 

Liberia

 

Belgium

Basis of recoverable amount

 

Value in use

Source used

 

Internal plan

Methodology

 

Discounted cash flow

Perpetuity growth rate

 

0.8

%  

1.5

%  

1.5

%  

0.3

%  

3.8

%  

3.8

%  

0.5

Post-tax discount rate

 

6.0

%(1)  

7.3

%  

8.3

%  

7.5

%  

13.0

%  

13.0

%  

7.5

Pre-tax discount rate

 

8.1

%  

9.1

%  

9.7

%  

10.0

%  

15.9

%  

15.9

%  

9.6

(1)The after-tax discount rate for France includesincluded a corporate tax reduction of 25.83% bysince 2022.

At December 31, 2021, the fair value of the Belgium/Luxembourg entity washad been defined on the basis of the conditional voluntary public tender offer for the shares of Orange Belgium, which closed on May 4, 2021 (see Note 3.2).

Consolidated financial statements 20212022

F-6668

The Group'sGroup’s listed subsidiaries are Orange Polska (Warsaw Stock Exchange), Orange Belgium (Brussels Stock Exchange), Jordan Telecom (Amman Stock Exchange) and, Sonatel (Regional Stock Exchange (BRVM)), and, since December 30, 2022, Orange Côte d’Ivoire (BRVM). The aggregated share of these subsidiaries, which publish their own regulated information, is less than or equal to 20% of the consolidated revenue,revenues, operating income and net income excluding non-recurring transactions.

7.4    Sensitivity of recoverable amounts

Because of the correlation between operating cash flowflows and investment capacity, a sensitivity of net cash flowflows is used. Cash flow forAs cash flows at the terminal year formingpoint represent a significant partportion of the recoverable amount, a change of plus or minus 10% in these cash flows is presented as a sensitivity assumption.

Cash flow isThe cash providedflows are those generated by operating activities net of acquisitions and disposals of property, plant and equipment and intangible assets (including a tax expense at a standard rate, repayment of lease liabilities and debtsdebt related to financed assets, related interest expenses and excluding other interest expenses). An additional analysis was carried out on the most sensitive CGUs for which the amount of lease liabilities was material in order to confirm the absence of impairment losses or additional impairment losses.

A sensitivity analysis was carried out on the main consolidated activities or the activities most sensitive to the assumptions of the impairment tests and is presented below to enable readers of the financial statements to estimate the effects of their own estimates. Changes in cash flow,flows, perpetual growth rates or discount rates exceeding the sensitivity levels presented have been observed in the past.

Decrease in thethe discounted cash

Increase in discount rate in in order

Decrease in the perpetualgrowth

flowsof the terminal value in in

order for the recoverable amount to be

growth rate in order for the recoverable

order for the recoverable amount to

equal to the net carrying value (in

amount to be equal to the net

recoverable amount to be

to be equal to the net carrying value

basis points)

carrying value (in basis points)

(in %)equal to the net carrying value

value (in %)

(in basis points)

December 31, 20212022

  

  

  

 

France

+139 bp

(120) bp

-26

%

Spain

+44 bp

(47) bp

-8

%

Poland

+249 bp

(272) bp

-32

%

Enterprise

+100 bp

(115) bp

-19

%

Belgium

+97 bp

(97) bp

-15

%

Sierra Leone

+50 bp

(72) bp

-6

%

December 31, 2021

France

+234 bp

(217) bp

-39

%

Spain

+19 bp

(21) bp

-4

%

Poland

+269 bp

(221) bp

-30

%

Enterprise

+1,125 bp

(1,026) bp

-83

%

Romania

+44 bp

(45) bp

-10

%

December 31, 2020

France

+141 bp

(124) bp

-28

%

Spain

+1 bp

(1) bp

0

%

Poland

 

+189 bp

 

(151) bp

 

-23

%

Enterprise

 

+1,067 bp

 

(1,691) bp

 

-82

%

Romania

+49 bp

(49) bp

-9

%

Morocco

+354 bp

(433) bp

-53

%

Belgium

n/a

n/a

n/a

December 31, 2019

France

+252 bp

(243) bp

-34

%

Spain

+54 bp

(63) bp

-11

%

Poland

+200 bp

(178) bp

-24

%

Enterprise

+1,130 bp

(1,783) bp

-74

%

Belgium

+856 bp

(711) bp

-69

%

Sierra Leone

+50 bp

(86)(49) bp

-9

%

LiberiaMorocco

+83354 bp

(154)(433) bp

-15-53

%

Belgium

NA

NA

NA

SpainRomania

In 2021,2022, the value in use of the SpainRomania CGU was revised based on the key valuation assumptions established by the local governance. The revision of the assumptions resulted in (3,702)(789) million euros impairment of goodwill.goodwill impairment.

A sensitivity analysis was carried out at December 31, 20212022 on each of the following criteria, taken individually:

  a 1% increase of 0.25% in the discount rate;

  a 1% decrease of 0.25% in the perpetual growth rate;

  a 10% decrease of 5% in cash flowflows in the terminal year.

This sensitivity analysis identified aan estimated risk of additional impairment of up to 3%30% of the net bookimpairment loss recognized at December 31, 2022.

Mobile Financial Services

In 2022, the value in use of goodwill.the Mobile Financial Services CGU was revised based on the key valuation assumptions established by the local governance. The revision of the assumptions resulted in impairment of goodwill of (28) million euros and impairment of fixed assets of (21) million euros, representing all the assets that can be impaired under IAS 36. Sensitivity analyses are therefore not relevant.

BelgiumCôte d’Ivoire

At December 31, 2021,2022, the fair value of the Belgium/Luxembourg entityCôte d’Ivoire, Burkina Faso and Liberia CGUs was defined based on the conditional voluntarybasis of the public tendersale offer for allon shares of Orange Belgium SA closedCôte d’Ivoire, carried out by the state of Côte d’Ivoire over a subscription period from December 5 to December 19, 2022. This transaction was followed by the initial public offering (BRVM) of Orange Côte d’Ivoire on May 4, 2021 (see Note 3.2).the financial market of the West African Economic and Monetary Union (WAEMU) on December 30, 2022. Sensitivity analyzes,analyses, calculated on cash flows and financial parameters, are therefore not relevant for these three CGUs at December 31, 2021. A change2022.

Consolidated financial statements 2022

F-69

OtherSierra Leone

A sensitivity analysis was also carried out on RomaniaSierra Leone on each of the following criteria, taken individually:

  a 1% increase of 1% in the discount rate;

  a 1% decrease of 1% in the perpetual growth rate;

  a 10% decrease of 10% in cash flowflows in the terminal year.

This sensitivity analysis identified aan estimated risk of impairment of up to 16%8% of the net book value of goodwill.

The other entities not listed above each account for less than 3% of the recoverable amount of the consolidated entities or do not present a recoverable amount inclose to the region of the net book value.

Accounting policies

Goodwill recognized as an asset in the statement of financial position comprises the excess calculated:

  either on the basis of the equity interest acquired (and for business combinations after January 1, 2010, with no subsequent changes for any additional purchases of non-controlling interests); or

  on a 100% basis, leading to the recognition of goodwill relating to non-controlling interests.

Goodwill is not amortized. It is tested for impairment at least annually and more frequently when there is an indication that it may be impaired. Thus, changes in general economic and financial trends, the different levels of resilience of the telecommunication operators with respect to the deterioration of local economic environments, changes in the market capitalization of telecommunication operators, as well as financial performance compared to market expectations represent external impairment indicators that are analyzed by the Group, together with internal performance indicators, in order to assess whether an impairment test should be performed more than once a year.

These tests are performed at the level of each Cash-Generating Unit (CGU) (or group of CGUs). These generally correspond to business segments or to each country in the Africa and Middle EastMiddle-East region and Europe. This is reviewed if the Group changes the level at which it monitors return on investment for goodwill testing purposes.

To determine whether an impairment loss should be recognized, the carrying value of the assets and liabilities of the CGUs or groups of CGUs is compared to their recoverable amount, for which Orange uses mostly the value in use.

Value in use is estimated as the present value of the expected future cash flows. Cash flow projections are based on economic and regulatory assumptions, license renewal assumptions and sales activity and investment forecasts drawn up by the Group’s management, as follows:

  cash flow projections are based on three-to-five-year business plans and include a tax cash flow calculated as EBIT (operating income) multiplied by the statutory tax rate (excluding the impact of deferred tax and unrecognized tax loss carryforwards at the date of valuation). In the case of recent acquisitions, longer-term business plans may be used;

  post-tax cash flow projections beyond that timeframe may be extrapolated by applying a declining or flat growth rate for the next year, and then a perpetual growth rate reflecting the expected long-term growth in the market;

  post-tax cash flows are subject to a post-tax discount rate, using rates which incorporate a relevant premium reflecting a risk assessment for the implementation of certain business plans or country risks. The value in use derived from these calculations is identical to the one that would result from discounting pre-tax cash flows at pre-tax discount rates.

The key operating assumptions used to determine values in use are common across all of the Group’s business segments. Key assumptions for most CGUs include:

  key revenue assumptions, which reflect market level, penetration rate of the offers and market share, positioning of the competition’s offers and their potential impact on market price levels and their transposition to the Group’s offer bases, regulatory authority decisions on pricing of services to customers and on access and pricing of inter-operator services, technology migration of networks (e.g. extinction of copper local loops), decisions of competition authorities in terms of concentration or regulation of adjacent sectors such as cable;

  key cost assumptions, on the level of marketing expenses required to deal with the pace of product line renewals and the positioning of the competition, the ability to adjust costs to potential changes in revenues or the effects of natural attrition and employee departure plans underway;

  key assumptions on the level of capital expenditure, which may be affected by the rollout of new technologies, by decisions of regulatory authorities relating to licenses and spectrum allocation, deployment of fiber networks, mobile network coverage, sharing of network elements or obligations to open up networks to competitors.

TestedThe tested net carrying values include goodwill, land and assets with finite useful lives (property, plant and equipment, intangible assets and net working capital requirements including intra-group balances). The Orange brand, an asset with an indefinite useful life, is subject to a specific test, see Note 8.3.

If an entity partially owned by the Group includes goodwill attributable to non-controlling interests, the impairment loss is allocated between the shareholders of Orange SA and the non-controlling interests on the same basis as that on which profit or loss is allocated (i.e. ownership interest).

Impairment loss for goodwill is recorded definitively in operating income.

Consolidated financial statements 20212022

F-6871

Note 8    Fixed assets

8.1    Gains (losses) on disposal of fixed assets

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Transfer price

 

163

 

444

 

610

 

347

 

163

 

444

Net book value of assets sold

 

(111)

 

(223)

 

(307)

 

(187)

 

(111)

 

(223)

Proceeds from the disposal of fixed assets (1)

 

52

 

221

 

303

 

159

 

52

 

221

(1)In 2021, the2022, gains (losses) on disposal of fixed assets related to the sale and leaseback transactions amount to 1014 million euros and mainly compriseincludes property asset disposals in France. The gains on disposal of fixed assets related to the sale and leaseback amounted to 143 million euros in 2020 and 195 million euros in 2019 and mainly comprisePoland.    In 2021, included property asset disposals in France and mobile site disposal in Spain.for 10 million euros.

In 2020, included property asset disposals in France and mobile site disposal in Spain for 143 million euros.

8.2    Depreciation and amortization

(in millions of euros)

GraphicGraphic

Depreciation and amortization of intangible assets

(in millions of euros)

GraphicGraphic

Consolidated financial statements 20212022

F-6972

Depreciation and amortization of property, plant and equipment

(in millions of euros)

GraphicGraphic

Accounting policies

Assets are amortized to expense their cost (generally with no residual value deducted) on a basis that reflects the pattern in which their future economic benefits are expected to be consumed. The straight-line basis is usually applied. The useful lives are reviewed annually and are adjusted if current estimatedestsimated useful lives differ from previous estimates. This may be the case for outlooks on the implementation of new technologies (for example, the replacement of copper local loop by optical fiber). These changes in accounting estimates are recognized prospectively.

Main assets

Depreciation period (average)

Brands acquired

Up to 15 years, except for the Orange brand with an indefinite useful life

Customer bases acquired

Expected life of the commercial relationship: 3 to 16 years

Mobile network licenses

Grant period from the date when the network is technically ready and the service can be marketed

Indefeasible Rights of Use of submarine and terrestrial cables

Shorter of the expected period of use and the contractual period, generally less than 20 years

Patents

20 years maximum

Software

5 years maximum

Development costs

3 to 5 years

Buildings

10 to 30 years

Transmission and other network equipment

5 to 10 years

Copper cables, optical fiber and civil works

10 to 30 years

Computer hardware

3 to 5 years

8.3    Impairment of fixed assets

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Mobile Financial Services(1)

(21)

Enterprise

(20)

France

 

(1)

 

(15)

 

 

(15)

 

(1)

 

(15)

Poland

 

(2)

 

(11)

 

(7)

International Carriers & Shared Services

(2)

(7)

(2)

(7)

Poland

 

(11)

 

(7)

 

(12)

Egypt

 

1

 

1

 

89

Other

 

(2)

 

(2)

 

(4)

 

1

 

(2)

 

(1)

Total of impairment of fixed assets

 

(17)

 

(30)

 

73

 

(56)

 

(17)

 

(30)

(1)The impairment of fixed assets resulting from impairment tests on Cash-Generating Units (CGUs) are described in Note 7.1.

Key assumptions and sensitivity of the recoverable amount of the Orange brand

The key assumptions and sources of sensitivity used in the assessment of the recoverable amount of the Orange brand are similar to those used for the goodwill of consolidated activities (see Note 7.3), which affect the revenue base and potentially the level of brand royalties.

Consolidated financial statements 20212022

F-7073

Other assumptions that affect the assessment of the recoverable amount are as follows:

December 31, 

    

December 31, 

    

December 31, 

 

December 31, 

    

December 31, 

    

December 31, 

 

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Basis of recoverable amount

Value in use

Value in use

Value in use

 

Value in use

Value in use

Value in use

 

Source used

Internal plan

Internal plan

Internal plan

 

Internal plan

Internal plan

Internal plan

 

Methodology

Discounted net fees

Discounted net fees

Discounted net fees

 

Discounted net fees

Discounted net fees

Discounted net fees

 

Perpetuity growth rate

1.3

1.2

1.1

1.4

1.3

1.2

Post-tax discount rate

7.7

6.9

7.4

8.2

7.7

6.9

Pre-tax discount rate

9.8

8.3

8.8

10.5

9.8

8.3

The sensitivity analysis did not highlight any risk of impairment of the Orange brand.

Accounting policies

Given the nature of its assets and businesses, most of the Group’s individual assets do not generate cash flowinflows independent of those of the cash flows generated by Cash-Generating Units. The recoverable amount is therefore determined at the level of the CGU (or group of CGUs) to which the assets belong, according to a method similar to that described for goodwill.

The Orange brand has an indefinite useful life and is not amortized but is tested for impairment at least annually. Its recoverable amount is assessed based on the expected contractual royalties discounted in perpetuity (and included in the business plan) discounted in perpetuity,, less the costs attributable to the brand’s owner.

8.4    Other intangible assets

December 31, 2021

  

December 31, 

December 31, 

 

December 31, 2022

  

December 31, 

December 31, 

 

2020

2019

2021

2020

    

Gross value

    

Accumulated

    

Accumulated

    

Net book

    

Net book

    

Net book

 

    

Gross value

    

Accumulated

    

Accumulated

    

Net book

    

Net book

    

Net book

 

depreciation

impairment

value

value

value

 

depreciation

impairment

value

value

value

 

and

 

and

 

(in millions of euros)

amortization

 

 

amortization

 

 

Telecommunications licenses

 

12,116

 

(5,374)

 

(51)

 

6,691

 

6,322

 

6,043

 

12,688

 

(5,773)

 

(46)

 

6,869

 

6,691

 

6,322

Software

 

13,796

 

(9,418)

 

(47)

 

4,331

 

4,288

 

4,250

 

14,235

 

(9,887)

 

(69)

 

4,280

 

4,331

 

4,288

Orange brand

 

3,133

 

 

 

3,133

 

3,133

 

3,133

 

3,133

 

 

 

3,133

 

3,133

 

3,133

Other brands

 

1,104

 

(133)

 

(901)

 

69

 

78

 

88

 

1,085

 

(136)

 

(889)

 

60

 

69

 

78

Customer bases

 

5,297

 

(4,939)

 

(12)

 

346

 

469

 

597

 

5,270

 

(5,009)

 

(15)

 

246

 

346

 

469

Other intangible assets

 

2,304

 

(1,730)

 

(204)

 

370

 

844

 

626

 

2,276

 

(1,715)

 

(203)

 

358

 

370

 

844

Total

 

37,749

 

(21,594)

 

(1,215)

 

14,940

 

15,135

 

14,737

 

38,686

 

(22,519)

 

(1,221)

 

14,946

 

14,940

 

15,135

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Net book value of other intangible assets - in the opening balance

    

15,135

14,737

14,073

    

14,940

15,135

14,737

Acquisitions of other intangible assets

2,842

2,935

2,385

2,678

2,842

2,935

o/w telecommunications licenses(1)

926

969

519

1,060

926

969

Impact of changes in the scope of consolidation(2)

(888)

31

328

35

(888)

31

Disposals

(4)

(4)

(10)

(5)

(4)

(4)

Depreciation and amortization

(2,363)

(2,309)

(2,286)

(2,418)

(2,363)

(2,309)

Impairment (3)

(40)

(24)

88

(33)

(40)

(24)

Translation adjustment

92

(176)

106

(245)

92

(176)

Reclassifications and other items(4)(3)

165

(55)

52

(7)

165

(55)

Net book value of other intangible assets - in the closing balance

14,940

15,135

14,737

14,946

14,940

15,135

(1)In 2022, mainly includes the acquisition of the 5G licenses in Romania for 319 million euros and in Belgium for 213 million euros, and for the 2600 MHz band license in Egypt for 311 million euros. In 2021, includesincluded the acquisition of the 5G license in Spain for 611 million euros and the renewals in France of the 2G licenses for 207 million euros and the 3G licenses for 57 million of euros. In 2020, relatedincluded to the acquisition of the 5G license in France for 875 million euros and in Slovakia for 37 million euros. In 2019, related to licenses in Spain for 296 million euros, in Burkina Faso for 119 million euros and in Guinea for 82 million euros.
(2)In 2021, mainly relates toincluded the effects of the loss of sole control over Orange Concessions. In 2019, mainly relates to the effects of SecureLink and SecureData acquisitions.
(3)Includes impairment detailed in Note 7.1.
(4)In 2021, mainly relates toincluded incentive bonus fees on penetration rates and business continuity payable by the public initiative networksPublic Initiative Networks to the local authorities for 195 million euros.

Internal costs capitalized as intangible assets

Internal costs capitalized as intangible assets relateinclude to labor expenses and amountedamount to 418 million euros in 2022, 399 million euros in 2021 and 405 million euros in 2020 and 389 million euros in 2019.2020.

Consolidated financial statements 20212022

F-7174

Information on telecommunications licenses at December 31, 20212022

Orange’s principal commitments under licenses awarded are disclosed in Note 16.

    

    

    

    

(in millions of euros)

    

Gross value

    

Net book value

    

Residual useful life(1)

    

Gross value

    

Net book value

    

Residual useful life(1)

5G (1 license)

875

811

13.9

LTE (4 licenses)(2)

 

2,180

 

1,473

 

9.8 to 14.9

5G (2 licenses)

876

754

12.8 and 14.4

LTE (5 licenses)

 

2,187

 

1,356

 

8.8 to 14.4

UMTS (3 licenses)

 

342

 

175

 

8.4 and 9.7

 

342

 

155

 

7.4 to 13.9

GSM (2 licenses)

 

207

 

191

 

9.3

 

208

 

171

 

8.3 and 13.9

France

 

3,604

 

2,650

 

 

3,613

 

2,436

 

5G (4 licenses)

 

1,070

 

1,037

 

9.0 and 19.7

 

1,041

 

956

 

8.0 and 18.7

LTE (3 licenses)

 

536

 

305

 

9.0 to 9.3

 

545

 

279

 

8.0 to 8.3

GSM (2 licenses)

 

285

 

111

 

10.0

 

285

 

98

 

9.0

Spain

 

1,891

 

1,453

 

 

1,871

 

1,333

 

LTE (3 licenses)

 

739

 

441

 

6.0 to 9.1

LTE (6 licenses)

 

1,200

 

459

 

4.7 to 15

UMTS (1 license)

 

355

 

22

 

1.0

 

76

 

33

 

6.6

GSM (2 licenses)

 

130

 

40

 

5.6 to 7.5

Poland

 

1,224

 

503

 

 

1,276

 

492

 

LTE (1 license)

 

444

 

301

 

10.0

LTE (2 license)

 

543

 

429

 

9.0 and 11.0

UMTS (1 license)

 

153

 

50

 

10.0

 

103

 

27

 

9.0

GSM (2 licenses)

 

431

 

113

 

10.0

 

291

 

67

 

9.0

Egypt

 

1,028

 

464

 

 

937

 

523

 

LTE (1 license)

 

62

 

45

 

13.1

 

59

 

40

 

13.0

UMTS (1 license)

 

29

 

10

 

9.3

 

28

 

9

 

10.0

GSM (1 license)

 

770

 

159

 

10

 

725

 

135

 

10.0

Morocco

 

861

 

214

 

 

812

 

184

 

5G (1 license)

319

319

25.0

LTE (1 license)

 

184

 

89

 

7.3

 

184

 

77

 

6.3

UMTS (1 license)

 

100

 

52

 

9.0

 

100

 

47

 

8.0

GSM (1 license)

 

292

 

105

 

7.3

 

292

 

91

 

6.3

Romania

 

576

 

246

 

 

895

 

534

 

5G (1 license)

66

66

25.0

LTE (1 license)

 

89

 

50

 

8.4

 

94

 

48

 

17.4

UMTS (3 licenses)

 

143

 

70

 

3.2 to 11.3

 

151

 

66

 

12.2 à 20.3

GSM (1 license)

 

191

 

82

 

7.0

 

203

 

78

 

16.3

Jordan

 

423

 

202

 

 

514

 

258

 

5G (2 licenses)

236

230

17.3 to 19.7

LTE (2 licenses)

 

140

 

82

 

5.4 and 11.9

 

140

 

74

 

4.4 and 10.9

UMTS (1 license)

 

4

 

2

 

0.3

GSM (1 license)

 

7

 

3

 

0.2

Belgium

 

151

 

87

 

  

 

376

 

304

 

  

5G (2 licenses)

38

37

3.7 and 19

5G (3 licenses)

54

51

2.7 to 20.3

LTE (3 licenses)

76

38

3.7 to 7

76

31

2.7 to 6

UMTS (1 license)

46

10

4.7

46

8

3.7

GSM (1 license)

66

12

4.0

66

9

3.0

Slovensko

226

97

242

99

Other

 

2,132

 

775

 

  

 

2,152

 

706

 

  

Total

 

12,116

 

6,691

 

  

 

12,688

 

6,869

 

  

(1)In number of years, at December 31, 2021.2022.
(2)Comprises the 700 MHz license of which the spectrum is technologically neutral.

Accounting policies

Intangible assets mainly consist of acquired brands, acquired customer bases, telecommunications licenses and software, as well as operating rights granted under certain concession agreement.

Intangible assets are initially recognized at acquisition or production cost. The payments indexed to revenue, especially for some telecommunications licenses, are expensed in the relevant periods.

The operating rights granted under certain concession arrangements are booked underrecognized in other intangible assets and givecorrespond to the right to charge users of the public service (see Note 4.1).

Consolidated financial statements 20212022

F-7275

8.5    Property, plant and equipment

December 31, 2021

December 31, 

December 31, 

    

    

    

    

    

2020

    

2019

Gross value

Accumulated

Accumulated

Net book

Net book 

Net book 

depreciation

impairment

value

value

value

December 31, 2022

December 31, 

December 31, 

and

 

 

    

    

    

    

    

2021

    

2020

(in millions of euros)

amortization

Gross value

Accumulated

Accumulated

Net book

Net book 

Net book 

Networks and terminals

 

97,426

 

(69,900)

 

(371)

 

27,155

 

25,825

 

25,137

depreciation

impairment

value

value

value

and

 

 

amortization

Networks and devices

 

99,243

 

(70,757)

 

(398)

 

28,088

 

27,155

 

25,825

Land and buildings

 

7,821

 

(5,470)

 

(234)

 

2,117

 

2,018

 

2,026

 

8,156

 

(5,624)

 

(233)

 

2,299

 

2,117

 

2,018

IT equipment

 

3,963

 

(3,178)

 

(1)

 

784

 

801

 

803

 

3,943

 

(3,149)

 

(1)

 

793

 

784

 

801

Other property, plant and equipment

 

1,721

 

(1,286)

 

(6)

 

428

 

431

 

456

 

1,731

 

(1,265)

 

(6)

 

460

 

428

 

431

Total property, plant and
equipment

 

110,931

 

(79,834)

 

(612)

 

30,484

 

29,075

 

28,423

 

113,073

 

(80,795)

 

(639)

 

31,640

 

30,484

 

29,075

The networksNetworks and terminalsdevices are broken down as follows:

GraphicGraphic

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Net book value of property, plant and equipment - in the opening balance

 

29,075

 

28,423

 

27,119

 

30,484

 

29,075

 

28,423

Acquisitions of property, plant and equipment

 

5,947

 

5,848

 

6,181

 

6,329

 

5,947

 

5,848

o/w financed assets

 

40

 

241

 

144

 

229

 

40

 

241

Impact of changes in the scope of consolidation (1)

 

130

 

0

 

(52)

 

262

 

130

 

0

Disposals and retirements

 

(102)

 

(154)

 

(164)

 

(181)

 

(102)

 

(154)

Depreciation and amortization(2)

 

(4,796)

 

(4,880)

 

(4,838)

 

(4,725)

 

(4,796)

 

(4,880)

o/w fixed assets

(4,712)

(4,825)

(4,824)

(4,618)

(4,712)

(4,825)

o/w financed assets

(84)

(55)

(14)

(107)

(84)

(55)

Impairment (2)

 

(5)

 

(6)

 

(15)

 

(23)

 

(5)

 

(6)

Translation adjustment

 

129

 

(319)

 

115

 

(291)

 

129

 

(319)

Reclassifications and other items(3)

 

105

 

164

 

78

 

(216)

 

105

 

164

Net book value of property, plant and equipment - in the closing balance

 

30,484

 

29,075

 

28,423

 

31,640

 

30,484

 

29,075

(1)Mainly relates, in 2021, to the effects of the acquisition of Telekom Romania Communications and the loss of sole control over FiberCo in Poland (see Note 3.2).
(1)In 2022, includes 261 million euros for the purchase price allocation of Telekom Romania Communications (see Note 3.2)

Mainly relates,related, in 2019,2021, to the disposaleffects of Orange Niger.the acquisition of Telekom Romania Communications and the loss of sole control over the FiberCo in Poland (see Note 3.2).

(2)Includes impairment detailed in Note 7.1.
(2)In 2022, includes the effect of the extension of the amortization period of the copper network in France, resulting in a decrease in depreciation and amortization of 135 million euros.
(3)In 2022, mainly includes the effect of the increase in discount rates on dismantling assets (see Note 8.7).

Financed assets

Financed assets include at December 31, 20212022 the set-up boxes in France which are financed by an intermediary bank: they meet the standard criterion of a tangible asset according to IAS 16. The debts associated payables to these financed assets are presented in financial liabilities and are included in the definition of the net financial debt (see Note 13.3)

Internal costs capitalized as property, plant and equipment

Internal costs capitalized as property, plant and equipment relate tomainly include labor expenses and amount to 400 million euros in 2022, 450 million euros in 2021 and 462 million euros in 2020 and 459 million euros in 2019.2020.

Accounting policies

Property, plant and equipment areis made up of tangible fixed assets and financed assets. TheyIt mainly comprisecomprises network facilities and equipment.

Consolidated financial statements 20212022

F-7376

The gross value of property, plantsplant and equipment is made up of theirits acquisition or production cost, which includes study and construction fees as well as enhancement costs that increase the capacity of equipment and facilities. Maintenance and repair costs are expensed as incurred, except where they serve to increase the asset’s productivity or extend its useful life.

The cost of property, plant and equipment also includes the estimated cost of dismantling and removing the fixed asset and restoring the site occupied due towhere it was located under the obligation incurred by the Group.

The roll-out of assets by stage, especially forparticularly network assets, in the Group’s assessment, does not generally require a substantial period of preparation. As a result, the Group does not generally capitalize the interest expense incurred during the construction and acquisition phase for its property, plant and equipment and intangible assets.

In France, the regulatory framework governing the optical fiber optic network roll-out (Fiber To The Home – FTTH) organizes the access by commercial operators to the last mile of networks rolled-outrolled out by another operator on a co-funding basis (ab(ab initio or a posteriori)posteriori) or through a line access. The sharing of rights and obligations between the various operators co-financing the terminal sectionlast mile of networks is classified as a joint operation in accordance with IFRS 11 "Partnerships"“Partnerships”: Orange only recognizes as an assetin its share ofassets the network assets self-builtportions (built or purchased to other co-financing operators.acquired) in networks that it has co-financed or built.

The Group has entered into network sharing arrangements with other mobile operators on a reciprocal basis, which may cover passive infrastructure sharing, active equipment ornetwork and even spectrum.spectrum equipment.

8.6    Fixed assets payables

(in millions of euros)

    

2021

     

2020

     

 

2019

    

2022

     

2021

     

 

2020

Fixed assets payable - in the opening balance

 

4,640

 

3,665

3,447

 

4,481

 

4,640

3,665

Business related variations(1)

 

(206)

 

1,002

200

 

124

 

(206)

1,002

o/w telecommunication licences payable(1)

51

143

618

Changes in the scope of consolidation(2)

 

(199)

 

(0)

(14)

 

 

(199)

Translation adjustment

 

31

 

(50)

29

 

(54)

 

31

(50)

Reclassifications and other items(3)

 

216

 

23

3

 

30

 

216

23

Fixed assets payable - in the closing balance

 

4,481

 

4,640

3,665

 

4,581

 

4,481

4,640

o/w long-term fixed assets payable

 

1,370

 

1,291

817

 

1,480

 

1,370

1,291

o/w short-term fixed assets payable

 

3,111

 

3,349

2,848

 

3,101

 

3,111

3,349

(1)Includes, in 2021,In 2022, includes 241 million euros relating to the disbursementacquisition of the 5G license in Romania, and (153) million euros paid out for 5G licenses in France. In 2021, included 192 million euros relating to the acquisition of 5G in Spain and (150) million euros paid out for the 5G license in France. Included, in 2020, 725 million euros for the acquisition of the 5G license in France.
(2)IncludesIncluded (241) million euros in 2021 as a resultresulting from the loss of the removalexclusive control of Orange Concessions from the Group's scope of consolidation (see Note 3.2).
(3)In 2021, mainly relates toincluded incentive bonus fees on penetration rates and business continuity payable by the public initiative networksPublic Initiative Networks to the local authorities in the amount offor 195 million euros.

Accounting policies

These payables are generated from trading activities. The payment terms canmay be over several years in the case of infrastructure roll-out and license acquisition. The payablesPayables due in more than 12 months are presented in non-current items. ForTrade payables without specified interest rates they are measured at nominalpar value if the interest component is negligible. For interest bearingInterest-bearing trade payables the measurement isare recognized at amortized cost.

Trade payables also include thosepayables that the supplier may have solddisposed of, with or without notifying financial institutions, in a direct or reverse factoring arrangement (see Note 5.6).

Firm commitments to purchase commitmentsfixed assets are disclosedpresented as unrecognized contractual commitments (see Note 16), net of any prepayment,down payments which are recognizedrecorded as prepaymentdown payments on fixed assets.

Consolidated financial statements 20212022

F-7477

8.7    Dismantling provisions

The assetAsset dismantling obligations mainly relate to the restoration of mobile telephony antenna sites, dismantlingthe treatment of telephone poles, treatmentmanagement of waste electrical and electronic equipment waste and the dismantling of telephone booths.

(in millions of euros)

    

2021

     

2020

    

2019

 

    

2022

     

2021

    

2020

 

Dismantling provisions - in the opening balance

 

901

 

827

 

776

 

897

 

901

 

827

Provision reversal with impact on income statement

 

(0)

 

(0)

 

(0)

 

 

 

Discounting with impact on income statement

 

11

 

2

 

5

 

36

 

11

 

2

Utilizations without impact on income statement

 

(18)

 

(12)

 

(24)

 

(20)

 

(18)

 

(12)

Changes in provision with impact on assets(1)

 

3

 

79

 

67

 

(221)

 

3

 

79

Changes in the scope of consolidation

 

0

 

 

 

 

 

Translation adjustment

 

(0)

 

(10)

 

2

 

(5)

 

 

(10)

Reclassifications and other items

 

0

 

16

 

2

 

10

 

 

16

Dismantling provisions - in the closing balance

 

897

 

901

 

827

 

696

 

897

 

901

o/w non-current provisions

 

876

 

885

 

812

 

670

 

876

 

885

o/w current provisions

 

21

 

16

 

15

 

26

 

21

 

16

(1)Mainly includes the effect of the increase in discount rates in 2022.

Accounting policies

The Group is requiredhas an obligation to dismantle installed technical equipment and restore the technical sites it occupies.

When the obligation arises, a dismantlementdismantling asset is recognized in compensation for theagainst a dismantling provision.

The provision is based on dismantling costs (on a per-unit basis for telephone poles, terminalsdevices and telephone booths, and on a per-site basis for mobile antennas) incurred by the Group to meet its environmental commitments over the asset dismantling and site restoration planning. The provision is assessed on the basis of the identified costs for the current fiscal year, extrapolated for future years using the best estimate ofthat will allow the commitment settlement.obligation to be settled. This estimate is revisedreviewed annually and the provision is adjusted where appropriatenecessary against the dismantling asset to which it relates.recognized and the underlying assets, if any. The provision is present-discounteddiscounted at a rate set by geographical area and equalcorresponding to the average risk-free rate of risk-free investments ina 15-year State bonds.government bond.

In case of extinguishment ofWhen the obligation is settled, the provision is reversed in compensation foragainst the net carrying value of the dismantling asset and of the net carrying value of the underlying assets if the dismantling asset is less than the reversal of the provision.financial provision reversal.

Note 9    Lease agreements

In the course of its activities, the Group regularly enters into leases as a lessee. These leases concernare divided between the following asset categories:

  Land and buildingsbuildings;

  Networks and terminalsdevices;

  IT equipmentequipment;

  OtherOther.

Accounting policies

The mandatory IFRS 16 "Leases," the application of which is mandatory,“Leases,” has been applied within the Group since January 1, 2019.

IFRS 16 defines a lease as a contract that grantsconveys to the lessee the right to control the use of an identified asset. All leases are recognized in the balance sheet as an asset reflecting the right to use the leased assets and a corresponding liability reflecting the related lease liabilitiesobligations (see Notes 9.1 and 9.2). In the income statement, depreciationamortization of right-of-use assets (see Note 9.1) is presented separately from the interest expenses on lease liabilities. In the statement of cash flows, cash outflows relating to interest expenses impact operating cash flows provided by operating activities, while repayment ofprincipal repayments on lease liabilities impactsimpact cash flows related to financing cash flows.activities.

For the lessor, assets subject to leases must be recognized onpresented in the balance sheet according to the nature of the asset and the associated leasinglease revenues as income on a straight-line basis over the lease term.

When the Group carries out a transaction qualifiedcategorized as sale and leaseback in accordance with IFRS 16, a right-of-use asset is recognized in proportion to the previous carrying value of the asset corresponding to the right-of-use asset retained as counterparty to offset a lease liability. A gain (or loss)Gains (losses) on disposal of fixed assets isare recognized in the income statement in proportion to the rights actually transferred to the buyer-lessor. The adjustment of the gain (or loss)gains (losses) on disposal recognized in the income statement for the share on which the Group retains its user rights via the lease relatescorresponds to the difference between the right-of-use asset and the lease liability recognized in the balance sheet.

Finally, the Group applies the two exemptions provided for in IFRS 16, concerningi.e. leases with a term of 12 months or less that are not tacitlyautomatically renewable and leasesthose where the replacement value when new, of the underlying asset is less than approximately 5,000 euros. Leases covered by either of these two exemptions are presented in off-balance sheet commitments and an expense is recognized in external purchases“external purchases” in the income statement.

The Group classifies as a lease a contract that confers to the lessee the right to control the use of an identified asset for a given period, including a service contract if it contains a lease component.

Consolidated financial statements 20212022

F-7578

The Group has defined 4 major categories of leases:

  landLand and buildings: these leases mainly concern commercial (point of sale) or service activity (office(offices and head office)headquarters) leases, as well as leases of technical buildings not owned by the Group. Real estateReal-estate leases entered into in France generally have long terms (nine-year commercial leases with early termination options after three and six years, known as “3/6/9 leases”) (see Note 9.2). However, depending on the geographical location of the leases, their legal term may vary and the Group may be required to adopt a specific enforceable period taking into account the local legal and economic environment;

  networksNetworks and terminals:devices: the Group is required to lease a certain number of assets in connection with its mobile activities. This is notably the case offor land on which to install antennas,for antenna installation, mobile sites leased tofrom third-party operators and certain “TowerCos” contracts (companies operating telecom towers)masts). Leases are also entered into as part of fixed-line network activities. These leases mainly concern access to the local loop where the Orange group is a market challenger (total(full or partial unbundling), as well as the lease of land transmission cables;

  IT equipment: this asset category primarily comprises the lease ofleases for servers and hosting space in data centers;

  other:Other: this asset category primarily comprises the lease ofleases for vehicles and technical equipment.

9.1    Right-of-use assets

(in millions of euros)

December 31, 2021

December 31, 2020

December 31, 2019

December 31, 2022

December 31, 2021

December 31, 2020

Gross value

Accumulated

Accumulated

Net book

Net book value

Net book value

Gross value

Accumulated

Accumulated

Net book

Net book value

Net book value

depreciation

impairment

value

depreciation

impairment

value

and

and

amortization

amortization

Land and buildings

    

7,743

    

(2,489)

    

(324)

    

4,930

4,865

    

4,959

    

8,134

    

(3,090)

    

(377)

    

4,667

4,930

    

4,865

Networks and terminals

 

3,442

 

(926)

 

0

 

2,516

1,931

 

1,524

Networks and devices(1)

 

4,241

 

(1,192)

 

 

3,049

2,516

 

1,931

IT equipment

 

166

 

(111)

 

(0)

 

55

30

 

29

 

189

 

(130)

 

(0)

 

59

55

 

30

Other right-of-use

 

360

 

(159)

 

(0)

 

201

184

 

188

Other

 

354

 

(193)

 

(0)

 

161

201

 

184

Total right-of-use assets

 

11,711

 

(3,685)

 

(324)

 

7,702

7,009

 

6,700

 

12,918

 

(4,605)

 

(377)

 

7,936

7,702

 

7,009

(in millions of euros)

    

2021

2020

    

2019

Net book value of right-of-use assets - in the opening balance

 

7,009

6,700

6,790

Increase (new right-of-use assets)(1)

 

2,172

1,529

1,014

Impact of changes in the scope of consolidation

 

34

1

18

Depreciation and amortization

 

(1,481)

(1,384)

(1,274)

Impairment (2)

 

(91)

(57)

(33)

Impact of changes in the assessments

 

74

331

187

Translation adjustment

 

46

(104)

26

Reclassifications and other items

 

(62)

(7)

(28)

Net book value of right-of-use assets - in the closing balance

 

7,702

7,009

6,700

(1)

The increase in right-of-use assets includes the effect of the development of a secondary market for co-financed and leased lines.

(in millions of euros)

    

2022

2021

    

2020

Net book value of right-of-use assets - in the opening balance

 

7,702

7,009

6,700

Increase (new right-of-use assets)(1)

 

1,930

2,172

1,529

Impact of changes in the scope of consolidation

 

34

1

Depreciation and amortization

 

(1,507)

(1,481)

(1,384)

Impairment (2)

 

(54)

(91)

(57)

Impact of changes in the assessments

 

(49)

74

331

Translation adjustment

 

(35)

46

(104)

Reclassifications and other items

 

(52)

(62)

(7)

Net book value of right-of-use assets - in the closing balance

 

7,936

7,702

7,009

(1)Comprises inIn 2021, included the right-of-use assets related to the new headquarters of the Orange group (Bridge) in France for 294 million euros.
(2)Impairment losses on right-of-use assets mainly concern real estate leases qualifiedclassified as onerous contracts.

Depreciation and amortization of right-of-use assets

GraphicGraphic

In 2021,2022, the rental expense recognized in external purchases in the income statement amounts to (134) million euros, compared with (147) million euros compared toin 2021 and (151) million euros in 2020 and (241) million euros in 2019 (see Note 5.1). It includes lease payments on contracts of 12 months or less which are not tacitlyautomatically renewable, contracts where the new value of the underlying asset is less than 5,000 euros, and variable lease payments which were not figuredtaken into account in the measurement of the lease liability.

Consolidated financial statements 20212022

F-7679

Accounting policies

A right-of useright-of-use asset is recognized as an asset,in assets, with a corresponding lease liability (see Note 9.2). This right-of-use asset is equal to the amount of the lease liability, plus any direct costs incurred under certain leases, such as fees, lease negotiation expenses or administration costs, and less rent-free period liabilities and lessor financial contributions.

This right-of-use asset is amortizeddepreciated in the income statement on a straight-line basis over the lease term chosen by the Group, in accordance with the lease terms defined in IFRS 16.

Work performed by the lessee and modifications to the leased asset, as well as guarantee deposits, are not components of the right-of-use asset and are recognized in accordance with other standards.

9.2    Lease liabilities

At December 31, 2021, lease liabilities amount to 8,065 million euros, including non-current lease liabilities of 6,696 million euros and current lease liabilities of 1,369 million euros.

(in millions of euros)

    

2021

2020

    

2019

    

2022

2021

    

2020

Lease liabilities - in the opening balance

 

7,371

6,932

 

6,531

 

8,065

7,371

 

6,932

Increase with counterpart in right of use

 

2,158

1,582

 

1,580

Increase with counterpart in right-of-use

 

1,915

2,158

 

1,582

Impact of changes in the scope of consolidation

 

34

1

 

18

 

1

34

 

1

Decrease in lease liabilities following rental payments

 

(1,624)

(1,400)

 

(1,429)

 

(1,514)

(1,624)

 

(1,400)

Impact of changes in the assessments

 

74

326

 

187

 

(43)

74

 

326

Translation adjustment

 

47

(96)

 

24

 

(29)

47

 

(96)

Reclassifications and other items

 

4

26

 

21

 

16

4

 

26

Lease liabilities - in the closing balance

 

8,065

7,371

 

6,932

 

8,410

8,065

 

7,371

O/w non-current lease liabilities

 

6,696

5,875

 

5,593

O/w current lease liabilities

 

1,369

1,496

 

1,339

o/w non-current lease liabilities

 

6,901

6,696

 

5,875

o/w current lease liabilities

 

1,509

1,369

 

1,496

The following table details the undiscounted future cash flows of lease liabilities as known at December 31, 2021:2022:

(in millions of euros)

Total

   

2022

   

2023

   

2024

   

2025

   

2026

   

2027 and

Total

   

2023

   

2024

   

2025

   

2026

   

2027

   

2028 and

beyond

beyond

Undiscounted lease liabilities

 

8,755

 

1,546

 

1,346

 

1,163

 

971

 

859

 

2,871

 

9,580

 

1,646

 

1,381

 

1,204

 

1,028

 

944

 

3,377

Accounting policies

The Group recognizes a liability (i.e. a lease liability) at the date the underlying asset is made available. This lease liability is equal to the present value of fixed and in-substance fixed payments not paid at that date, plus any amounts that Orange is reasonably certain to pay at the end of the lease, such as the exercise price of a purchase option (where it is reasonably certain to be exercised), or penalties payable to the lessor for terminating the lease (where such termination option is reasonably certain to be exercised)certain).

The Group only takes the lease component of the contract into account when measuring the lease liability. For certain asset classes where leases include both service and lease components, the Group may recognize a single contract, classified as a lease (i.e. without distinguishing between the service and lease components).

Orange systematically determines the lease term as the period during which leases cannot be canceled,terminated, plus periods covered by any extension options that the lessee is reasonably certain to exercise and by any termination options that the lessee is reasonably certain not to exercise. In the case of “3/6/9” leases in France, the term adopted is assessed on a contract-by-contract basis.

This periodThe term is also defined taking into account any laws and practices specific to each jurisdiction andor business sector regarding the firm lease commitment termterms granted by lessors. The Group nonetheless assesses the enforceable period,term, based on the circumstances of each lease, taking into account certain indicators such as the existence of more than insignificantsignificant penalties in the event of termination by the lessee. To determine the length of this enforceable period, the Group considers the economic importance of the leased asset and the assumptions made in its strategic plan.

When non-removable leasehold improvements have been made to leased assets, the Group assesses, on a case-by-case basis, whether these improvements provide an economic benefit when determining the enforceable periodterm of the lease.

When a lease includes a purchase option, the Group considers the enforceable periodterm to be equal to the useful life of the underlying asset where the Group is reasonably certain to exercise the purchase option.

For each lease, the discount rate used is determined based on the yield rate on government bonds in the lessee country, in accordance withtaking into account the lease term and currency to whichof the lease, plus the Group’s credit spread is added.spread.

Consolidated financial statements 20212022

F-7780

After the lease commencement date, the amount of the lease liability may be reassessed to reflect changes introduced inby the following main cases:

  a change in term resulting from a contract amendment or a change in the assessment of the reasonable certainty that a renewal option will be exercised or a termination option will not be exercised;

  a change in the amount of lease payments, for example following the application of a new index or rate in the case of variable payments;

  a change in the assessment of whether a purchase option will be exercised;

−  any other contractual change, for example a change to the scope of the lease or theits underlying asset.

Note 10    Taxes

10.1    Operating taxes and levies

Although comprising a directly identifiable counterpart, the periodic spectrum fees are presented within the operating taxes and levies payables as they are set by and paid to the States and Local Authorities.local authorities.

10.1.1  Operating taxes and levies recognized in the income statement

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Territorial Economic Contribution, IFER and similar taxes(1)

 

(652)

 

(795)

 

(758)

 

(642)

 

(652)

 

(795)

Spectrum fees

 

(360)

 

(341)

 

(329)

 

(373)

 

(360)

 

(341)

Levies on telecommunication services

 

(329)

 

(319)

 

(276)

 

(333)

 

(329)

 

(319)

Other operating taxes and levies

 

(586)

 

(469)

 

(465)

 

(534)

 

(586)

 

(469)

Total

 

(1,926)

 

(1,924)

 

(1,827)

 

(1,882)

 

(1,926)

 

(1,924)

(1)  IncludingIn 2021, included a reduction in 2021a reduction of the territorial economic contribution (TEC) for (139)(cotisation économique territoriale – CET) of 139 million euros. This decrease is explained by the reduction ofin the applicable rate of the company value-added contribution (CVAE)business value added tax (cotisation sur la valeur ajoutée – CVAE), which is the main component of the TEC.CET.

The 2021 French Finance Act enacted the reduction of the applicable rate of the CVAE in France, effective January 1, 2021. The applicable rate for this tax was reduced from 1.5% to 0.75%.

The breakdown of operating taxes and levies per geographical area is the following:

(in millions of euros)as follows:

GraphicGraphic

Consolidated financial statements 20212022

F-7881

10.1.2  Operating taxes and levies in the statement of financial position

(in millions of euros)

    

December 31, 

     

December 31, 

    

December 31, 

 

    

December 31, 

     

December 31, 

    

December 31, 

 

2021

2020

2019

2022

2021

2020

Value added tax (VAT)

 

1,025

 

966

 

996

 

1,114

 

1,025

 

966

Other operating taxes and levies

 

138

 

138

 

94

 

151

 

138

 

138

Operating taxes and levies - receivables

 

1,163

 

1,104

 

1,090

 

1,265

 

1,163

 

1,104

Value added tax (VAT)

 

(682)

 

(652)

 

(649)

 

(687)

 

(682)

 

(652)

Territorial Economic Contribution, IFER and similar taxes

 

(89)

 

(87)

 

(90)

 

(96)

 

(89)

 

(87)

Spectrum fees

 

(18)

 

(21)

 

(22)

 

(19)

 

(18)

 

(21)

Levies on telecommunication services

 

(143)

 

(128)

 

(118)

 

(107)

 

(143)

 

(128)

Other operating taxes and levies

 

(504)

 

(391)

 

(408)

 

(496)

 

(504)

 

(391)

Operating taxes and levies - payables

 

(1,436)

 

(1,279)

 

(1,287)

 

(1,405)

 

(1,436)

 

(1,279)

Operating taxes and levies - net

 

(273)

 

(175)

 

(197)

 

(140)

 

(273)

 

(175)

Changes in operating taxes and levies

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Net tax liabilities and operating taxes and levies - in the opening balance

 

(175)

 

(197)

 

(295)

 

(273)

 

(175)

 

(197)

Operating taxes and levies recognized in profit or loss

 

(1,926)

 

(1,924)

 

(1,827)

 

(1,882)

 

(1,926)

 

(1,924)

Operating taxes and levies paid(1)

 

1,914

 

1,929

 

1,939

 

1,906

 

1,914

 

1,929

Changes in the scope of consolidation

 

(67)

 

 

3

 

 

(67)

 

Translation adjustment

 

(19)

 

20

 

(16)

 

42

 

(19)

 

20

Reclassifications and other items

 

(1)

 

(3)

 

(1)

 

68

 

(1)

 

(3)

Net tax liabilities and operating taxes and levies - in the closing balance

 

(273)

 

(175)

 

(197)

 

(140)

 

(273)

 

(175)

(1) Including inIn 2021, included the reclassification in the consolidated statement of cash flows of 34 million euros as investing activities corresponding to the VAT disbursement made by Orange Polska as partin connection with the loss of exclusive control over the FiberCo transaction in Poland.Poland (see Note 3.2).

Accounting policies

Value Added Tax (VAT) receivables and payables correspond to the VAT collected or deductible from the various states. Collections and repaymentsremittances to states have no impact on the income statement.

In the normal course of business, the Group regularly deals with differences of interpretation of tax law with the tax authorities, which can lead to tax reassessments or tax disputes.

Operating taxes and levies are measured by the Group at the amount expected to be paid or recovered from the tax authorities of each country, based on its interpretation with regard to the application of tax legislation. The Group calculates theits tax assets and liabilities and accruals recognized in the statement of financial position(including provisions) based on the technical merits of the positions it defends versus that of the tax authorities.

Consolidated financial statements 20212022

F-7982

10.2    Income taxes

10.2.1  Income taxes

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Orange SA tax group

 

3

 

1,556

 

(875)

 

(541)

 

3

 

1,556

• Current tax

 

(129)

 

1,801

 

(559)

 

(417)

 

(129)

 

1,801

o/w tax income related to the 2005-2006 tax dispute

2,246

2,246

o/w current tax excluding the tax income related to the 2005-2006 tax dispute

(129)

(444)

(559)

(417)

(129)

(444)

• Deferred tax

 

133

 

(246)

 

(316)

 

(124)

 

133

 

(246)

Spanish tax group

 

(115)

 

(146)

 

(123)

 

50

 

(115)

 

(146)

• Current tax

 

(0)

 

(40)

 

(84)

 

 

 

(40)

• Deferred tax

 

(115)

 

(106)

 

(39)

 

50

 

(115)

 

(106)

Africa & Middle East

 

(431)

 

(341)

 

(296)

Africa & Middle-East

 

(528)

 

(431)

 

(341)

• Current tax

 

(420)

 

(343)

 

(294)

 

(536)

 

(420)

 

(343)

• Deferred tax

 

(11)

 

2

 

(1)

 

8

 

(11)

 

2

United Kingdom

 

(264)

 

(137)

 

(66)

 

(74)

 

(264)

 

(137)

• Current tax

 

(76)

 

(75)

 

(66)

 

(75)

 

(76)

 

(75)

• Deferred tax

 

(188)

 

(63)

 

(0)

 

1

 

(188)

 

(63)

Other subsidiaries (1)

 

(156)

 

(83)

 

(86)

 

(172)

 

(156)

 

(83)

• Current tax

 

(125)

 

(99)

 

(89)

 

(140)

 

(125)

 

(99)

• Deferred tax

 

(31)

 

16

 

3

 

(32)

 

(31)

 

16

Total Income taxes

 

(962)

 

848

 

(1,447)

 

(1,265)

 

(962)

 

848

• Current tax

 

(750)

 

1,245

 

(1,093)

Current tax

 

(1,168)

 

(750)

 

1,245

o/w tax income related to the 2005-2006 tax dispute

0

2,246

2,246

o/w current tax excluding the tax income related to the 2005-2006 tax dispute

(750)

(1,001)

(1,093)

(1,168)

(750)

(1,001)

• Deferred tax

 

(212)

 

(396)

 

(354)

Deferred tax

 

(97)

 

(212)

 

(396)

(1)

In 2021, include an incomeincluded a tax expense of (74) million euros in Poland related notably to the gain arising from the loss of sole control over the FiberCo (see Note 3.2).

In 2020, the Orange group's current tax was an income amounting to 1,245 million euros and included a tax income of 2,246 million euros related to the tax dispute in France for fiscal years 2005-2006.

Consolidated financial statements 20212022

F-8083

The breakdown of current tax by geographical area or by tax group (excluding tax income related to the 2005-20062005–2006 tax dispute) is the following:as follows:

(in millions of euros)

GraphicGraphic

Orange SA tax group

Current tax expense

Over the last three years, the income tax rate applicable in France gradually decreased from 34.43% in 2019 to 32.02% in 2020, and then to 28.41% in 2021.

The decrease in the tax rate in France from 32.02% to 28.41% resulted in a reduction in the current tax expense of 61 million euros in 2021.

The reduction in the tax rate from 34.43% to 32.02% resulted in a reduction in the current tax expense of 36 million euros in 2020.

The current tax expense reflects the requirement to pay income tax calculated on the basis of taxable income.

Over the last three years, the income tax rate applicable in France has gradually decreased, from 32.02% in 2020 to 28.41% in 2021, and then to 25.83% in 2022.

The reduction in the corporate tax rate in France resulted in a reduction in the current tax expense of 35 million euros in 2022, 61 million euros in 2021 and 36 million euros in 2020.

In 2021, the current tax expense includesincluded tax income recorded resulting from the reassessment of an income tax charge booked in periods prior to those presented in the amount of 376 million euros.

In 2020, the current tax expense included tax income of 2,246 million euros, as a result of the decision issued by the Conseil d’État on November 13, 2020 in favor of Orange SA on a dispute in respect of the years 2005-2006.

Deferred tax expense

Deferred taxes are recorded at the tax rate expected at the time of their reversal.reversal, i.e. 25.83%.

The 2018In 2021, the deferred tax expense included deferred tax income of 316 million euros related to the recognition of an employee benefit liability for the French Finance Act included a gradual reduction in the corporate income tax rate with an expected tax rate of 25.83% as of 2022. The 2022 French Finance Act passed in December 2021 confirms the trajectory initially planned, i.e. a rate of 25.83% in 2022.part-time for seniors plans (Temps Partiel Seniors – TPS).

Spanish tax group

Current tax expense

The corporate tax rate applicable is 25%for all the fiscal years presented. The current income tax expense mainly represents the obligation to pay a minimum level of tax calculated on the basis of 75% of taxable income due to the 25% restrictionlimit on the utilizationuse of available tax loss carry forwards.carryforwards.

In 2022, as in 2021, the Spanish tax group was in deficit, which explains the absence of current tax expense recognized for the fiscal year.

Deferred tax expense

In 2021,2022, a deferred tax expenseincome of (162)53 million euros was recognized to reflect the effect of the change in business projections in the recoverability of deferred tax assets.

To reflect the negative impact of the unfavorable developments in business plans on the recoverable amount of deferred taxes of updated business plan projections in a market that remains highly competitive with significant price pressure.

In 2020,tax assets, a deferred tax expense ofwas recognized for (162) million euros in 2021 and (102) million euros was recognized to reflect the negative impact on the recoverable amount of deferred taxes of updated business plan projections.

In 2019 , a deferred tax expense of (42) million euros was recognized to reflect evolution of future perspectives for the recoverability of the deferred tax assets.in 2020.

Africa & Middle EastMiddle-East

The main contributors to the income tax expense are Guinea, Côte d’Ivoire, Mali Guinea and Senegal:

  in Guinea, the corporate tax rate is 35% and the current tax expense amounts to (94) million euros in 2022, (63) million euros in 2021 and (47) million euros in 2020;

  in Côte d’Ivoire, the corporate tax rate is 30% and the current tax expense stands atamounts to (86) million euros in 2022, (91) million euros in 2021 and (77) million euros in 2020 and (52) million euros in 2019;2020;

Consolidated financial statements 20212022

F-8184

  in Mali, the corporate tax rate is 30% and the current tax expense stands atamounts to (64) million euros in 2022, (67) million euros in 2021 and (62) million euros in 2020 and (55) million euros in 2019;

  in Guinea, the corporate tax rate is 35% and the current tax expense stands at (63) million euros in 2021, (47) million euros in 2020 and (42) million euros in 2019;2020;

  in Senegal, the corporate tax rate is 30% and the current tax expense stands atamounts to (55) million euros in 2022, (53) million euros in 2021 and (54) million euros in 2020 and (56) million euros in 2019.2020.

United Kingdom

Current tax expense

The current income tax expense primarily reflects the taxation of activities related to Orange’s brand activities at a tax rate of 19%.

Deferred tax expense

In 2021, a corporate tax rate increase was passed which will rise to 25% from 2023 (it currently stands at 19%). The 2021 deferred tax expense therefore includesincluded an increase of (188) million euros in relation to deferred tax liabilities recognized foron the Orange brand.

In 2020, the deferred tax expense included an increase of (63) million euros in deferred tax liabilities recognized in the United Kingdom on the Orange brand. The British government canceled the tax rate reduction from 19% to 17% in 2020, provided for by the 2016 Finance Act, thus maintaining the rate at 19%. The deferred tax liabilities on the brand were recorded as of December 31, 2020 at a 19% tax rate.

Group tax proof

(in millions of euros)

    

Note

    

2021

    

2020

    

2019

 

    

Note

    

2022

    

2021

    

2020

 

Profit before tax

 

  

 

1,740

 

4,207

 

4,669

 

  

 

3,882

 

1,740

 

4,207

Statutory tax rate in France

 

  

 

28.41

%  

32.02

%  

34.43

%

 

  

 

25.83

%  

28.41

%  

32.02

%

Theoretical income tax

 

  

 

(494)

 

(1,347)

 

(1,608)

 

  

 

(1,003)

 

(494)

 

(1,347)

Reconciling items :

 

  

 

 

  

 

  

 

  

 

 

 

  

Tax income related to the 2005-2006 tax dispute (1)

2,246

2,246

Impairment of goodwill (2)

 

7.1

 

(1,052)

 

 

(19)

 

7.1

 

(211)

 

(1,052)

 

Impairment of BT shares

 

13.7

 

 

 

(34)

Impact related to the loss of sole control over Orange Concessions

557

557

Share of profits (losses) of associates and joint ventures

 

  

 

1

 

(1)

 

3

 

  

 

 

1

 

(1)

Adjustment of prior-year taxes

 

  

 

(23)

 

1

 

10

 

  

 

(13)

 

(23)

 

1

Recognition / (derecognition) of deferred tax assets

 

  

 

(149)

 

(98)

 

(36)

 

  

 

83

 

(149)

 

(98)

Difference in tax rates (3)

 

  

 

85

 

157

 

192

 

  

 

10

 

85

 

157

Change in applicable tax rates (4)

 

  

 

(235)

 

(92)

 

43

 

  

 

 

(235)

 

(92)

Other reconciling items(5)

 

  

 

348

 

(18)

 

2

 

  

 

(130)

 

348

 

(18)

Effective income tax

 

  

 

(962)

 

848

 

(1,447)

 

  

 

(1,265)

 

(962)

 

848

Effective tax rate (ETR)

 

  

 

55.31

%  

(20.17)

%  

30.99

%

 

  

 

32.59

%  

55.31

%  

(20.17)

%

(1)Relates to the tax income of 2,246 million euros (including interests) recognized in 2020 following the favorable decision handed down on November 13, 2020 by the Conseil d’Etatd'État on the tax dispute in respect ofrelating to fiscal years 2005-2006. The impact of this tax income on the effective tax rate is (53.3) basis points.2005–2006. Excluding this item,effect, the Group ETR would bewas 33.2% in 2020.
(2)Reconciling itemReconciliation effect calculated based on the tax rate applicable to the parent company of the Group. The difference between thein tax rate ofrates between the parent company and the local tax rate of subsidiariessubsidiary locally is presented below in “Difference in tax rates”.rates.” In 2022, impairment losses recorded on goodwill generates a reconciliation effect at the Group tax rate of (211) million euros.Excluding this effect, the Group ETR is 26.9% in 2022. In 2021, the impairment loss of (3,702) million euros impairment loss recorded on goodwill in Spain generatesgenerated a reconciling itemreconciliation effect at the Group tax rate of (1,052) million euros. Excluding this effect, the Group ETR iswas 17.7% in 2021.
(3)The Group is present in jurisdictions in which tax rates are different from the French tax rate. Thisrate, mainly includes the United Kingdom (tax rate of 19%) and Spain, Romania (tax rate of 25%16%), Poland (tax rate of 19%) and Guinea (tax rate of 35%).
(4)Takes into account the remeasurement of the deferred tax due to change offollowing tax ratelegislation introducing changes in tax legislation,rates, as well as the impact of the booking overrecognizing deferred tax in the period of deferred tax at tax rates that differdifferent from the rate applicable inthe current fiscal year.
(5)Includes inIn 2021, included a tax income recorded resulting from the reassessment of an income tax charge booked in periods beforeprior to those presented.

10.2.2 Income tax on other comprehensive income

(in millions of euros)

2021

2020

2019

 

2022

2021

2020

 

Gross 

Deferred

Gross 

Deferred

Gross 

Deferred

Gross 

Deferred

Gross 

Deferred

Gross 

Deferred

    

amount

    

tax

    

amount

    

tax

    

amount

    

tax

 

    

amount

    

tax

    

amount

    

tax

    

amount

    

tax

 

Actuarial gains and losses on post-employment benefits(1)

 

59

 

(14)

 

(13)

 

1

 

(62)

 

18

 

176

 

(47)

 

59

 

(14)

 

(13)

 

1

Assets at fair value

11

94

(16)

(112)

11

94

Cash flow hedges

 

317

 

(84)

 

22

 

(10)

 

144

 

(47)

 

295

 

(70)

 

317

 

(84)

 

22

 

(10)

Translation adjustment

 

200

 

 

(414)

 

 

78

 

 

(374)

 

 

200

 

 

(414)

 

Other comprehensive income of associates and joint ventures

 

1

 

 

 

 

 

 

51

 

 

1

 

 

 

Total presented in other comprehensive income

 

587

 

(98)

 

(311)

 

(9)

 

145

 

(29)

 

37

 

(117)

 

587

 

(98)

 

(311)

 

(9)

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

Consolidated financial statements 20212022

F-8285

10.2.3 Tax position in the statement of financial position

December 31, 2021

December 31, 2020 (1)

December 31, 2019 (1)

 

December 31, 2022

December 31, 2021

December 31, 2020

 

(in millions of euros)

    

Assets

    

Liabi-lities

    

Net

    

Assets

    

Liabi-lities

    

Net

    

Assets

    

Liabi-lities

    

Net

 

    

Assets

    

Liabi-lities

    

Net

    

Assets

    

Liabi-lities

    

Net

    

Assets

    

Liabi-lities

    

Net

 

Orange SA tax group

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

• Current tax

 

26

 

 

26

 

 

359

 

(359)

 

 

385

 

(385)

 

 

31

 

(31)

 

26

 

 

26

 

 

359

 

(359)

• Deferred tax (2)(1)

 

362

 

 

362

 

327

 

 

327

 

581

 

 

581

 

135

 

 

135

 

362

 

 

362

 

327

 

 

327

Spanish tax group

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

• Current tax

 

13

 

 

13

 

12

 

 

12

 

 

32

 

(32)

 

1

 

 

1

 

13

 

 

13

 

12

 

 

12

• Deferred tax (3)(2)

 

 

211

 

(211)

 

 

95

 

(95)

 

11

 

 

11

 

 

161

 

(161)

 

 

211

 

(211)

 

 

95

 

(95)

Africa & Middle East

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Africa & Middle-East

 

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

• Current tax

 

62

 

328

 

(266)

 

45

 

228

 

(183)

 

43

 

212

 

(168)

 

68

 

395

 

(327)

 

62

 

328

 

(266)

 

45

 

228

 

(183)

• Deferred tax

 

127

 

93

 

34

 

103

 

55

 

48

 

92

 

55

 

37

 

128

 

58

 

70

 

127

 

93

 

34

 

103

 

55

 

48

United Kingdom

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

• Current tax

 

 

5

 

(5)

 

 

4

 

(4)

 

 

30

 

(30)

 

2

 

 

2

 

 

5

 

(5)

 

 

4

 

(4)

• Deferred tax (4)(3)

 

 

787

 

(787)

 

 

600

 

(600)

 

1

 

539

 

(538)

 

 

786

 

(786)

 

 

787

 

(787)

 

 

600

 

(600)

Other subsidiaries

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

• Current tax

 

80

 

92

 

(12)

 

70

 

82

 

(12)

 

76

 

90

 

(14)

 

77

 

112

 

(34)

 

80

 

92

 

(12)

 

70

 

82

 

(12)

• Deferred tax

 

202

 

94

 

109

 

244

 

105

 

139

 

255

 

108

 

147

 

157

 

120

 

38

 

202

 

94

 

109

 

244

 

105

 

139

Total

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

• Current tax

 

181

 

425

 

(244)

 

128

 

673

 

(545)

 

120

 

748

 

(629)

 

149

 

538

 

(389)

 

181

 

425

 

(244)

 

128

 

673

 

(545)

• Deferred tax

 

692

 

1,185

 

(493)

 

674

 

855

 

(181)

 

940

 

703

 

238

 

421

 

1,124

 

(704)

 

692

 

1,185

 

(493)

 

674

 

855

 

(181)

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).
(2)Mainly includes deferred tax assets on employee benefits.
(3)(2)The recognized deferred tax assets are offset by the deferred tax liabilities on the goodwill which is tax deductible.
(4)(3)Mainly deferred tax liabilities on the Orange brand.

Change in net current tax

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Net current tax assets / (liabilities) in the opening balance

 

(545)

 

(629)

 

(636)

Cash tax payments / (reimbursements)(1)

 

1,028

 

(1,160)

 

1,079

Net current tax assets/(liabilities) in the opening balance

 

(244)

 

(545)

 

(629)

Cash tax payments/(reimbursements)(1)(2)

 

1,022

 

1,028

 

(1,160)

Change in income statement (1)(2)

 

(750)

 

1,245

 

(1,093)

 

(1,168)

 

(750)

 

1,245

Change in other comprehensive income

Change in retained earnings (2)(3)

 

29

 

(2)

 

48

 

(2)

 

29

 

(2)

Changes in the scope of consolidation

 

1

 

(0)

 

(1)

 

 

1

 

Translation adjustment

 

(7)

 

4

 

(1)

 

2

 

(7)

 

4

Reclassification and other items

 

0

 

(4)

 

(24)

 

1

 

 

(4)

Net current tax assets / (liabilities) in the closing balance

 

(244)

 

(545)

 

(629)

Net current tax assets/(liabilities) in the closing balance

 

(389)

 

(244)

 

(545)

(1)In 2022, includes a tax refund of 11 million euros related to the loss of sole control over the FiberCo in Poland, reclassified in investing activities in the consolidated statement of cash flows.
(2)In 2021, includeincluded disbursements and income tax expenses on gaingains arising from lossesthe loss of sole control over Orange Concessions in France and FiberCo in Poland, in the amounts of 47 million euros and 27 million euros respectively, reclassified in investing activities in the Groupconsolidated statement of cash flows.In 2020, include theincluded a reimbursement and tax income of 2,246 million euros in respect of the tax dispute for 2005-2006.2005–2006.
(2)(3)Mainly corresponds to the tax effect relating toof the remeasurement of the portion of subordinated notes denominated in foreign currencyand the tax effects of transaction costs and premium paid related to the refinancing of subordinated notes.

Change in net deferred tax

(in millions of euros)

    

2021

    

2020 (1)

    

2019 (1)

 

    

2022

    

2021

    

2020

 

Net deferred tax assets / (liabilities) in the opening balance

 

(181)

 

238

 

735

Net deferred tax assets/(liabilities) in the opening balance

 

(493)

 

(181)

 

238

Change in income statement

 

(212)

 

(396)

 

(354)

 

(97)

 

(212)

 

(396)

Change in other comprehensive income

 

(98)

 

(9)

 

(30)

 

(117)

 

(98)

 

(9)

Change in retained earnings

 

5

 

 

(35)

 

 

5

 

Change in the scope of consolidation

 

(1)

 

(2)

 

(76)

 

(21)

 

(1)

 

(2)

Translation adjustment

 

(5)

 

(10)

 

0

 

25

 

(5)

 

(10)

Reclassification and other items

 

(1)

 

(2)

 

(3)

 

 

(1)

 

(2)

Net deferred tax assets / (liabilities) in the closing balance

 

(493)

 

(181)

 

238

Net deferred tax assets/(liabilities) in the closing balance

 

(704)

 

(493)

 

(181)

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

Consolidated financial statements 20212022

F-8386

Deferred tax assets and liabilities by type

December 31, 2021

December 31, 2020

December 31, 2019

 

    

    

    

Income

    

    

    

Income

    

    

    

Income

 

(in millions of euros)

Assets

Liabilities

state-ment

Assets

Liabilities

state-ment

Assets

Liabilities

state-ment

 

Provisions for employee benefit obligations(1)

 

705

 

 

218

 

499

 

 

(154)

 

652

 

 

(169)

Fixed assets

 

528

 

1,476

 

(218)

 

552

 

1,275

 

(111)

 

614

 

1,216

 

(68)

Tax losses carryforward

 

3,958

 

 

37

 

3,887

 

 

8

 

3,895

 

 

8

Other temporary differences

 

2,673

 

2,960

 

(76)

 

2,690

 

2,821

 

(71)

 

2,812

 

2,858

 

(83)

Deferred tax

 

7,865

 

4,436

 

(38)

 

7,629

 

4,096

 

(327)

 

7,973

 

4,074

 

(312)

Depreciation of deferred tax assets

 

(3,922)

 

 

(174)

 

(3,714)

 

 

(69)

 

(3,661)

 

 

(41)

Netting

 

(3,251)

 

(3,251)

 

 

(3,241)

 

(3,241)

 

 

(3,372)

 

(3,372)

 

Total

 

692

 

1,185

 

(212)

 

674

 

855

 

(396)

 

940

 

703

 

(354)

(1)2019 and 2020 figures have been restated of the IFRS IC agenda decision on calculation of some retirement indemnities plans (see Note 2.3.1).

December 31, 2022

December 31, 2021

December 31, 2020

 

    

    

    

Income

    

    

    

Income

    

    

    

Income

 

(in millions of euros)

Assets

Liabilities

state-ment

Assets

Liabilities

state-ment

Assets

Liabilities

state-ment

 

Provisions for employee benefit obligations

 

679

 

 

22

 

705

 

 

218

 

499

 

 

(154)

Fixed assets

 

465

 

1,481

 

(75)

 

528

 

1,476

 

(218)

 

552

 

1,275

 

(111)

Tax losses carryforward

 

3,935

 

 

20

 

3,958

 

 

37

 

3,887

 

 

8

Other temporary differences

 

2,658

 

3,168

 

(145)

 

2,673

 

2,960

 

(76)

 

2,690

 

2,821

 

(71)

Deferred tax

 

7,736

 

4,649

 

(178)

 

7,865

 

4,436

 

(38)

 

7,629

 

4,096

 

(327)

Depreciation of deferred tax assets

 

(3,791)

 

 

80

 

(3,922)

 

 

(174)

 

(3,714)

 

 

(69)

Netting

 

(3,525)

 

(3,525)

 

 

(3,251)

 

(3,251)

 

 

(3,241)

 

(3,241)

 

Total

 

421

 

1,124

 

(97)

 

692

 

1,185

 

(212)

 

674

 

855

 

(396)

At December 31, 2021,2022, tax loss carryforwards mainly relatedrelates to Spain and Belgium.

At December 31, 2021,2022, the unrecognized deferred tax assets mainly relatedrelate to Spain for 2.22.1 billion euros and Belgium (Belgian subsidiaries other than Orange Belgium) for 0.8 billion euros, and mostly includedinclude tax losses that can be carried forward indefinitely. In Spain, tax lossesloss carryforwards for which a deferred tax asset has been recognized are expected to be fully utilized by 2026,2027, unless affected by changes in current tax rules and changes in business projections. The deferred tax assets recognized for Spain amounted to 0.4 billion euros at December 31, 2021.2022.

Most of the other tax lossesloss carryforwards for which no deferred tax assets have been recognized will expire beyond 2026.2027.

10.3    Developments in tax disputes and audits

Developments in tax disputes and audits in France

Tax audits

Orange SA was the subject of several tax audits for the years 20172017–2018 and 20182019–2020, for which amending proposals were issued in 2021 for athe tax adjustments notified to date total amount of approximately 430520 million euros (default(including default penalties and interest included)interest). These adjustments mainly relate to the calculation of VAT on digital offerings, tax on electronic communicationscommunication services on thethese same digital offerings, research tax credit, tax on television services, a portion of trademark feesbrand royalties paid by Orange SA to the BritishUK company Orange Brand Services Ltd for reasons similar to the adjustments notified during the previous audits, as well as the non-inclusion in the tax base of income from the sale of equipment in 2019, and the reconsiderationreassessment of previous tax loss carryforwards used for fiscal years 2017 and 2018.

All of these adjustments are contestedbeing challenged by Orange SA. In accordance with its accounting policies, the Group makes a best estimate of the risk of these adjustments based on the technical merits of the positions defended.defended, for which the effects are non-material.

Orange SA was subject to a tax audit covering fiscal years 2015 and 2016. An amending proposalA tax adjustment was issued in 2019 covering the calculation of trademark feesbrand royalties paid by Orange SA to the BritishUK company Orange Brand Services Ltd and deducted from its taxable income. The administration questions the inclusion of revenue from the roaming contract with Free and revenue from the fixed PSTN business. This rectificationadjustment request is contestedbeing challenged by Orange SA, which has requested the opening of out-of-court proceedings and arbitration between the French and BritishUK tax authorities. The additional tax chargeexpense would effectively result in double taxation that would fail to comply with the provisions of the Franco-British tax agreement and the European arbitration agreement.

Tax disputes

There were no major developments in other tax disputes over the period.

Developments in tax disputes and audits in Spainthe rest of the Group

In the same way as other telecom operators, the Group regularly deals with disagreements concerning the taxation of its network in various countries.

In the Democratic Republic of Congo, Orange was the subject of a tax audit for the years 2017–2019, for which the tax adjustments notified to date total approximately 146 million euros. These adjustments mainly relate to the recognition method for mobile prepaid revenue and the non-taxation of electronic money flows in Spain is involved in various tax disputes relatedthird-party accounts to local taxes on mobile and fixed services:be transferred to end customers. All of these adjustments are being challenged by Orange RDC, which has appealed to the Finance Minister.

regarding mobile services, in May 2016, the Supreme Court of Spain considered admissible some terms and conditions of taxation, based on the value of the use. Since then, some municipalities sent out tax bills in accordance with such Supreme Court sentence. Orange continues to challenge the amount of the tax base, especially in Madrid, despite it was reduced by the municipality due to an error of the latter in the calculation of the tax base.
regarding fixed services, in January 2021, the Court of Justice of the European Union (CJUE), in response to an interpretative question raised, has ruled on the 1.5% charge on fixed retail services. Since then, Orange Espagne has paid this tax when it is imposed by the municipalities. The application of this charge to fixed wholesale services is contested by Orange. At this stage, Orange estimates that the decision of the CJUE does not lead to a modification of its accounting position.

Consolidated financial statements 20212022

F-8487

Developments in tax disputes and audits in the rest of the Group

There were no major developments in other tax disputes and audits in the rest of the Group over the period.

Accounting policies

Current income tax and deferred tax are measured by the Group at the amount expected to be paid or recovered from the tax authorities of each country, based on its interpretation with regard to the application of tax legislation. The Group calculates the tax assets and liabilities recognized in the statement of financial position based on the technical merits of the positions it defends versus that of the tax authorities.

Deferred taxes are recognized for all temporary differences between the carrying values of assets and liabilities and their tax basis, as well as for unused tax losses, using the liability method. Deferred tax assets are recognized only when their recovery is considered probable.

A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries, interests in joint ventures and associates, except to the extent that both of the following conditions are satisfied:

  the Group is able to control the timing of the reversal of the temporary difference (e.g. the payment of dividends); and

  it is probable that the temporary difference will not reverse in the foreseeable future.

Accordingly, for fully consolidated companies, a deferred tax liability is only recognized in the amount of the taxes payable on planned dividend distributions by the Group.

Deferred tax assets and liabilities are not discounted.

At each period end, the Group reviews the recoverable amount of the deferred tax assets carried by certain tax entities with significant tax losses carryforwards. The recoverability of the deferred tax assets is assessed in the light of the business plans used for impairment testing. This plan may be adjusted for any tax specificities.

Deferred tax assets arising on these tax losses are not recognized under certain circumstances specific to each company/tax consolidation group concerned, and particularly where:

–  entities cannot assess the probability of the tax loss carryforwards being set off against future taxable profits, due to the horizon for forecasts based on business plans used for impairment testing and uncertainties as to the economic environment;

  entities have not yet begun to use the tax loss carryforwards;

–  entities do not expect to use the losses within the timeframe allowed by tax regulations;

  it is estimated that tax losses are uncertain to be used due to risks of differing interpretations with regard to the application of tax legislation.

Consolidated financial statements 20212022

F-8588

Note 11    Interests in associates and joint ventures

11.1    Change in interests in associates and joint ventures

The table below shows the value of the main interests in associates and joint ventures:

(in millions of euros)

Company

    

Main activity

    

Main co-

    

%

    

December 31,

    

December 31,

    

December 31,

    

Main activity

    

Main co-

    

%

    

December 31,

    

December 31,

    

December 31,

 

shareholders

 

interest

 

2021

 

2020

 

2019

 

shareholder

 

interest

 

2022

 

2021

 

2020

Entities jointly controlled

Orange Concessions and its subsidiaries

 

Operation / maintenance related to Public Initiative Networks

 

Consortium HIN (50%)

 

50

%

1,049

 

 

 

Operation / maintenance related to Public Initiative Networks

 

Consortium HIN (50%)

 

50

%

1,057

 

1,049

 

Swiatłowod Inwestycje Sp. z o.o. (FiberCo in Poland)

 

Construction / operation in Poland

 

APG Group (50%)

 

50

%

298

 

 

Swiatłowod Inwestycje Sp. z o.o. (FiberCo in Poland)

 

Construction / operation in Poland

 

APG Group (50%)

 

50

%

306

 

298

 

Mauritius Telecom

 

Telecommunications operator in Mauritius

 

Mauritius government (34%)

 

40

%

65

 

70

 

83

 

Telecommunications operator in Mauritius

 

Mauritius government (34%)

 

40

%

72

 

65

 

70

Other

 

10

 

10

 

5

 

17

 

10

 

10

Entities under significant influence

Orange Tunisie

 

Telecommunications operator in Tunisia

 

Investec (51%)

 

49

%

2

 

 

 

Telecommunications operator in Tunisia

 

Investec (51%)

 

49

%

17

 

2

 

Savoie connectée

 

Fiber infrastructure operator

 

Covage (70%)

 

30

%

7

 

5

 

 

Fiber infrastructure operator

 

Covage (70%)

 

30

%

7

 

7

 

5

IRISnet

 

Telecommunications operator in Belgium

 

MRBC (54%)

 

22

%

6

 

5

 

5

 

Telecommunications operator in Belgium

 

MRBC (54%)

 

22

%

6

 

6

 

5

Odyssey Music Group (Deezer)(1)

 

Streaming platform

 

AI European Holdings SARL (45%)

 

11

%

 

5

 

7

 

Streaming platform

 

AI European Holdings SARL

 

NA

NA

 

 

5

Other

 

3

 

2

 

3

 

3

 

3

 

2

TOTAL

 

1,440

 

98

 

103

Total associates and joint ventures

 

1,486

 

1,440

 

98

(1)Following Deezer's initial public offering in 2022, the Orange group no longer has any significant influence on the entity (see Note 3.2).

The change in interests in associates and joint ventures is as follows:

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Interests in associates - in the opening balance

 

98

 

103

 

104

Interests in associates and joint ventures - in the opening balance

 

1,440

 

98

 

103

Dividends

 

(3)

 

(4)

 

(2)

 

(5)

 

(3)

 

(4)

Share of profits (losses)

 

3

 

(2)

 

8

 

(2)

 

3

 

(2)

Impairment

 

 

(0)

 

(0)

Impairment loss

 

 

 

(0)

Change in components of other comprehensive income(1)

 

3

 

 

 

51

 

3

 

Changes in the scope of consolidation(1)(2)

 

1,345

 

0

 

2

 

(3)

 

1,345

 

Change in capital

 

11

 

3

 

19

Translation adjustment

 

(4)

 

(12)

 

(4)

 

(2)

 

(4)

 

(12)

Reclassifications and other items

 

(3)

 

13

 

(5)

 

(3)

 

(6)

 

(6)

Interests in associates - in the closing balance

 

1,440

 

98

 

103

Interests in associates and joint ventures - in the closing balance

 

1,486

 

1,440

 

98

(1)ChangesIn 2022, includes the effect of the change in fair value of cash flow hedge derivatives, net of tax, recognized in other comprehensive income for 33 million euros of Orange Concessions, and 18 million euros of the FiberCo in Poland.
(2)In 2021, changes in the scope of consolidation mainly relate toconcerned Orange Concessions and Swiatłowod Inwestycje Sp. z o.o. (FiberCothe FiberCo in Poland)Poland, as described in Note 3.2.

The main operationstransactions between the Group and associates and joint venturescompanies consolidated using the equity method are presented in Note 12.

Consolidated financial statements 20212022

F-8689

11.2MainKey figures offrom associates and joint ventures

The mainkey figures relating to Orange Concessions and Swiatłowod Inwestycje Sp. z o.o. (FiberCo in Poland) are as follows (figures presented at 100% from financial statements)statements of entities taken as a whole):

(in millions of euros)

    

December 31, 2021

    

December 31, 2022

 

December 31, 2021

    

Orange

    

Swiatłowod

    

Orange

    

Swiatłowod

 

Orange

    

Swiatłowod

Concessions

Inwestycje Sp. z o.o.

Concessions

Inwestycje Sp. z o.o.

 

Concessions

Inwestycje Sp. z o.o.

Assets(1)

Non-current assets

3,029

 

168

3,699

 

372

3,029

168

Current assets

519

 

171

417

 

197

519

171

Total assets

3,548

 

339

4,115

 

569

3,548

339

Liabilities(2)

Shareholder's equity

1,991

 

257

2,117

 

281

1,991

257

Non-current liabilities

1,054

 

45

1,494

 

198

1,054

45

Current liabilities

502

 

36

505

 

90

502

36

Total equity and liabilities

3,548

 

339

4,115

 

569

3,548

339

Income statement

Revenue

112

 

7

768

 

29

112

7

Operating income

(16)

 

(3)

(7)

 

(4)

(16)

(3)

Finance costs, net

(5)

 

16

(35)

 

(5)

(5)

16

Income tax

8

1

7

(3)

Net income

(14)

 

10

(35)

 

(8)

(14)

10

(1) The assetsAssets are recognized by Orange Concessions in accordance with the provisions of IFRIC 12 “Service Concession Arrangements.”

(2) Orange Concessions has contracted bank loans during the period to finance the activity.

11.3Contractual commitments on interests in associates and joint ventures

Commitments related to Public Initiative Networks commitments

As part of the deploymentroll-out of the Highhigh-speed and Very High Speedvery high-speed broadbrand network in France, the Group has entered into contracts via Public Initiative Networks (mainly public service delegation contracts and public-private partnership contracts as well as public design, construction, operation and maintenance contracts). On November 3, 2021, the Orange group sold 50% of the capital in Orange Concessions to the consortium HIN, comprising La Banque des Territoires (Caisse des Dépôts), CNP Assurances and EDF resulting in the loss of Orange’sOrange's sole control over this entity and its subsidiaries. The Orange Concessions group is now jointly controlled with the consortium and is consolidated in the accountsfinancial statements of the Orange group underaccording the equity method. The Group continues to have obligations under network construction, concession and operation contracts in proportion to its shareholding, resulting in a significant decrease in off-balance sheet commitments which now amount to 1,980i.e. 1,702 million euros at December 31, 2021, versus 4,423 million euros at December 31, 2020.

The recoverable amount of interests in associates and joint ventures is based on the fair value of recent transactions.2022.

Accounting policies

The carrying amount accounted for under the equity methodvalue of interests in associates or joint ventures corresponds to the initial acquisition cost increased byplus the share of profit or loss innet income for the period. If an associate or joint venture incurs losses and the carrying amountvalue of the investment is reduced to zero, the Group ceases to recognize the additional share of losses since it has no commitment beyond its investment.

An impairment test is performed at least annually and whenwhenever there is objective evidence of impairment for instanceloss, such as a decrease in the quoted price when the investee is listed, significant financial difficulty of the entity, observable data indicating that there is a measurable decrease in the estimated future cash flows, or information about significant changes having an adverse effect on the entity.

An impairment loss is recorded when the recoverable amount is lower than the carrying amount,value, the recoverable amount being the higher of the value in use and the fair value less costs to sell.transaction costs. The unit of account is the whole investment. Any impairment loss is recognized as “Sharein the “share of profits (losses) of associates and joint ventures”. Impairment losses shallcan be reversed once the recoverable amount exceeds the carrying amount.value.

Note 12    Related party transactions

Transactions with the French State and affiliated bodies

The French State, either directly or through Bpifrance Participations, is one of the main shareholders of Orange SA.

The communication services provided to the French State are done soawarded as part of a competitive process held forarranged by each servicedepartment according to the nature of the service. They have no material impact on consolidated revenues.

Orange does not purchase goods or services from the French State (either directly or via Bpifrance Participations), except for the use of spectrum resources. These resources are allocated after a competitive process.

Consolidated financial statements 20212022

F-8790

Transactions with the main associates and joint ventures

The main operationstransactions between the Group and the interests inits associates and joint ventures are reflected as followfollows in Orange’s consolidated financial statements:

(in millions of euros)

    

December 31,

    

December 31,

    

December 31,

    

December 31,

    

December 31,

    

December 31,

2021

2020

2019

2022

2021

2020

Assets

Non-current financial assets

 

43

 

9

 

 

43

 

43

 

9

Trade receivables

 

417

 

39

 

37

 

254

 

417

 

39

o/w Orange Concessions(1)

 

372

 

 

 

209

 

372

 

Current financial assets

 

12

 

5

 

2

 

12

 

12

 

5

Other current assets

 

52

 

 

1

 

40

 

52

 

Liabilities

Current financial liabilities

 

0

 

0

 

 

 

 

Trade payables

 

14

 

5

 

10

 

11

 

14

 

5

Other current liabilities

 

1

 

0

 

0

 

2

 

1

 

0

Customer contract liabilities

 

153

 

3

 

0

 

154

 

153

 

3

o/w Swiatlowod Inwestycje Sp.z o.o.(2)

 

151

 

 

 

146

 

151

 

Income statement

Revenue

 

139

 

14

 

10

 

726

 

139

 

14

o/w Orange Concessions

 

124

 

 

 

705

 

124

 

Operating income

 

135

 

(7)

 

7

 

700

 

135

 

(7)

Finance costs, net

 

1

 

0

 

1

 

2

 

1

 

Net income

 

129

 

(7)

 

8

 

702

 

129

 

(7)

(1)

OperationsTransactions between the Group and Orange Concessions mainly comprise receivables of Orange SA towardsreceivables from Orange Concessions in relation with fiber deployment and maintenance activities operated by the Group.

(2)

Customer contract liabilities mainly correspond mainly to the recognition of deferred income by Orange Polska in connection with the prepayment of services provided to FiberCo.the FiberCo in Poland.

Accounting policies

Orange group’s related parties are listed below:

  the Group’s key management personnel and their families (see Note 6.4);

  the French State, and its departments in Bpifrance Participations and central State departments (see Notes 10 and 15);

  associates, joint ventures and companies in which the Group holds a significant stake (see Note 11).

Note 13    Financial assets, liabilities and financial results (telecom activities)

13.1    Financial assets and liabilities of telecom activities

In order to improve the readability of financial statements and to be able to distinguish the performance of telecom activities from the performance of the Mobile Financial Services activities, the notes related to financial assets and liabilities as well as financial income or expenses are split to respect these two business areas.

Note 13 presents the financial assets, liabilities and related gains and losses specific to telecom activities and Note 17 concerns the activities of Mobile Financial Services with regard to its assets and liabilities, with net financial income being not material.

Consolidated financial statements 20212022

F-8891

The following table reconciles the contributive balances of assets and liabilities for each of these two areas to the consolidated balance sheet (intra-group transactions between telecom activities and Mobile Financial Services activities are not eliminated) with the consolidated statement of financial position at December 31, 2021.2022.

(in millions of euros)

Orange

O/w

Note

O/w Mobile

Note

O/w eliminations

Orange

o/w

Note

o/w Mobile

Note

o/w eliminations

consolidated

 telecom

Finance

telecom

consolidated

 telecom

Finance

telecom

financial

activities

Services

activities /mobile

financial

activities

Services

activities /mobile

    

statements

    

    

    

    

    

finance services

    

statements

    

    

    

    

    

finance services

Non-current financial assets related to Mobile Financial Services activities

900

900

17.1.1

656

656

17.1.1

Non-current financial assets

 

950

977

13.7

 

(27)

(1) 

 

977

1,004

13.7

 

(27)

(1) 

Non-current derivatives assets

 

683

682

13.8

 

0

17.1.3

 

1,458

1,342

13.8

 

116

17.1.3

Current financial assets related to Mobile Finance Services activities

2,381

2,385

17.1.1

(4)

Current financial assets related to Mobile Financial Services activities

2,742

2,747

17.1.1

(6)

Current financial assets

 

2,313

2,313

13.7

 

 

4,541

4,541

13.7

 

Current derivatives assets

 

7

7

13.8

 

17.1.3

 

112

112

13.8

 

17.1.3

Cash and cash equivalents

 

8,621

8,188

14.3

 

433

 

6,004

5,846

14.3

 

158

Non-current financial liabilities related to Mobile Financial Services activities

28

17.1.2

(27)

(1) 

82

109

17.1.2

(27)

(1) 

Non-current financial liabilities

 

31,922

31,922

13.3

 

 

31,930

31,930

13.3

 

Non-current derivatives liabilities

 

220

161

13.8

 

59

17.1.3

 

397

335

13.8

 

62

17.1.3

Current financial liabilities related to Mobile Financial Services activities

3,161

3,161

17.1.2

3,034

3,034

17.1.2

Current financial liabilities

 

3,421

3,426

13.3

 

(4)

 

4,702

4,708

13.3

 

(6)

Current derivatives liabilities

 

124

124

13.8

 

17.1.3

 

51

51

13.8

 

17.1.3

(1)Loan granted by Orange SA to Orange Bank.

13.2    Profits and losses related to financial assets and liabilities

The cost of net financial debt consists of gains and losses related to the components of net financial debt (described in Note 13.3) for the period.

Foreign exchange gains and losses related to the components of net financial debt correspond mainly to theinclude:

The revaluation in euros of bonds denominated in foreign currencies (Note 13.5) as well as to the symmetrical revaluation of associated hedges as defined by IFRS 9.

Foreign exchange financial income (loss) is mainly due to9 and the revaluation of bank loans.

The effects of the revaluation of trading derivatives held as economic hedges on notional amounts of subordinated notes denominated in pounds sterling and recognized in equity at their historical value (see Note 15.4).

Other net financial expenses mainly comprisecomposed of interest on lease liabilities for (145) million euros in 2022, (120) million euros in 2021 and (120) million euros in 2020 and (129) million euros in 2019 (see Note 9.2) and the effects resulting from the Group's stake in BT corresponding to the impairment loss, net of the impact from the foreign exchange risk hedge and of the dividends of (119) million euros in 2019..

Finally, other comprehensive income includes the revaluation of financial assets at fair value through other comprehensive income (Note 13.7) and cash flow hedges (Note 13.8.2).

Consolidated financial statements 20212022

F-8992

Other gains and losses related to financial assets and liabilities are recognized in the operating income (foreign exchange gains and losses on trade receivables, trade payables and the associated derivative hedges) forhedge derivatives) in the amount of (31) million euros in 2022, (19) million euros in 2021 versusand 16 million euros in 2020 and (7) million euros in 2019.2020.

(in millions of euros)

Finance costs, net

Other

 

compre-

 

hensive income

 

Finance costs, net

Other

 

Cost of

Gains

Cost of net

Foreign

Other net

Finance

Reserves

 

compre-

 

gross

(losses) on

financial

exchange

financial

costs, net

 

hensive income

 

financial

assets

debt

gains

expenses(2)

 

Cost of gross

Gains

Cost of net

Foreign

Other net

Finance

Reserves

 

debt(1)

contributing

(losses)

 

financial debt(1)

(losses) on

financial debt

exchange

financial

costs, net

 

to net 

 

assets

gains

expenses

 

financial

 

contributing

(losses)

 

    

    

debt

    

    

    

    

    

 

to net 

 

financial

 

(in millions of euros)

    

    

debt

    

    

    

    

    

 

2022

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Financial assets

 

 

48

 

48

 

(38)

 

55

 

  

 

(110)

Financial liabilities

 

(1,023)

 

 

(1,023)

 

(196)

 

0

 

  

 

Lease liabilities

(145)

Derivatives

 

245

 

 

245

 

137

 

(0)

 

  

 

288

Discounting expense

 

 

 

 

 

(3)

 

  

 

Total

 

(779)

 

48

 

(731)

 

(97)

 

(92)

(920)

 

178

2021

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Financial assets

 

 

(3)

 

(3)

 

47

 

75

 

  

 

11

 

 

(3)

 

(3)

 

47

 

75

 

  

 

11

Financial liabilities

 

(1,018)

 

 

(1,018)

 

(637)

 

(0)

 

  

 

 

(1,018)

 

 

(1,018)

 

(637)

 

(0)

 

  

 

Lease liabilities

(120)

(120)

Derivatives

 

188

 

 

188

 

655

 

 

  

 

322

(3)

 

188

 

 

188

 

655

 

0

 

  

 

322

Discounting expense

 

 

 

 

 

31

 

  

 

 

 

 

 

 

31

 

  

 

Total

 

(830)

 

(3)

 

(833)

 

65

 

(14)

(782)

 

332

 

(830)

 

(3)

 

(833)

 

65

 

(14)

(782)

 

332

2020

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Financial assets

 

 

(1)

 

(1)

 

(151)

 

39

 

  

 

94

 

 

(1)

 

(1)

 

(151)

 

39

 

  

 

94

Financial liabilities

 

(1,152)

 

 

(1,152)

 

623

 

 

  

 

 

(1,152)

 

 

(1,152)

 

623

 

 

  

 

Lease liabilities

(120)

(120)

Derivatives

 

52

 

 

52

 

(576)

 

0

 

  

 

22

 

52

 

 

52

 

(576)

 

 

  

 

22

Discounting expense

 

 

 

 

 

(29)

 

  

 

 

 

 

 

 

(29)

 

  

 

Total

 

(1,100)

 

(1)

 

(1,102)

 

(103)

 

(110)

(1,314)

 

116

 

(1,100)

 

(1)

 

(1,102)

 

(103)

 

(110)

 

(1,314)

 

116

2019

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Financial assets

 

 

5

 

5

 

31

 

(65)

 

  

 

(25)

Financial liabilities

 

(1,255)

 

 

(1,255)

 

(351)

 

 

  

 

Lease liabilities

(129)

Derivatives

 

146

 

 

146

 

397

 

 

  

 

144

Discounting expense

 

 

 

 

 

(39)

 

  

 

Total

 

(1,109)

 

5

 

(1,104)

 

76

 

(233)

 

(1,261)

 

119

(1)Includes interestsinterest on debt relatingdebts related to financed assets forof (3) million euros in 2022 and (1) million euros in 2021 2020 and 2019.
(2)Includes interest on lease liabilities in the amount of (120) million euros in 2021, (120) million euros in 2020 and (129) million euros in 2019 and the effects resulting from BT stake for (119) million euros in 2019.
(3)Includes the amount of retained earnings in other comprehensive income in respect of derivatives held by associates and joint ventures amounting to 5 million euros in 2021.2020.

13.3    Net financial debt

The definition of the net financial debt excludes the lease liabilities included in the scope of IFRS 16 (see Note 9.2) and includes the debts relatingdebt related to financed assets.

Net financial debt is one of the indicators of financial position used by the Group. This aggregate, not defined by IFRS, may not be comparable to similarly entitledtitled indicators used by other companies. It is provided as additional information only and should not be considered as a substitute for an analysis of all the Group’s assets and liabilities.

Net financial debt as defined and used by Orange does not take into account Mobile Financial Services activities, for which this concept is not relevant.

It consists of (a) financial liabilities excluding operating payables (translated into euros at the year-end closing rate) including derivative instruments (assets and liabilities), less (b) cash collateral paid, cash, cash equivalents and financial assets at fair value.

Consolidated financial statements 20212022

F-9093

Furthermore, financial instruments designated as cash flow hedges included in net financial debt are set up to hedge in particular items that are not included therein,in net financial debt, such as future cash flows. As a result, the portion relating to these unmatured hedging instruments recorded in other comprehensive income is added to gross financial debt to offset this temporary difference.

(in millions of euros)

Note

December 31, 

December 31, 

December 31, 

 

Note

December 31, 

December 31, 

December 31, 

 

    

    

2021

    

2020

    

2019

 

    

    

2022

    

2021

    

2020

 

TDIRA

    

13.4

    

636

 

636

 

822

    

13.4

    

638

 

636

 

636

Bonds

 

13.5

 

29,010

 

29,848

 

30,893

 

13.5

 

29,943

 

29,010

 

29,848

Bank loans and from development organizations and multilateral lending institutions

 

13.6

 

3,206

 

3,671

 

4,013

 

13.6

 

3,309

 

3,206

 

3,671

Debt relating to financed assets

245

295

125

316

245

295

Cash collateral received

 

14.5

 

389

 

31

 

261

 

14.5

 

1,072

 

389

 

31

NEU Commercial Paper (1)

 

  

 

1,457

 

555

 

158

 

  

 

1,004

 

1,457

 

555

Bank overdrafts

 

  

 

342

 

154

 

203

 

  

 

250

 

342

 

154

Other financial liabilities

 

  

 

64

70

602

 

  

 

105

64

70

Current and non-current financial liabilities (excluding derivatives) included in the calculation of net financial debt

 

  

 

35,348

 

35,260

 

37,076

 

  

 

36,638

 

35,348

 

35,260

Current and non-current Derivatives (liabilities)

 

13.8

 

285

 

804

 

436

 

13.8

 

386

 

285

 

804

Current and non-current Derivatives (assets)

 

13.8

 

(689)

 

(294)

 

(573)

 

13.8

 

(1,455)

 

(689)

 

(294)

Other comprehensive income components related to unmatured hedging instruments

 

13.8

 

(192)

 

(541)

 

(542)

 

13.8

 

114

 

(192)

 

(541)

Gross financial debt after derivatives (a)

 

  

 

34,751

 

35,229

 

36,397

 

  

 

35,684

 

34,751

 

35,229

Cash collateral paid (2)

 

14.5

 

(27)

 

(642)

 

(123)

 

14.5

 

(38)

 

(27)

 

(642)

Investments at fair value (3)

 

14.3

 

(2,266)

 

(3,206)

 

(4,696)

 

14.3

 

(4,500)

 

(2,266)

 

(3,206)

Cash equivalents

 

14.3

 

(5,479)

 

(5,140)

 

(3,651)

 

14.3

 

(3,178)

 

(5,479)

 

(5,140)

Cash

 

 

(2,709)

(2,751)

 

(2,462)

 

 

(2,668)

(2,709)

 

(2,751)

Other financial assets

(2)

Assets included in the calculation of net financial debt (b)

 

  

 

(10,481)

 

(11,740)

 

(10,931)

 

  

 

(10,386)

 

(10,481)

 

(11,740)

Net financial debt (a) + (b)

 

  

 

24,269

 

23,489

 

25,466

 

  

 

25,298

 

24,269

 

23,489

(1)Negotiable European Commercial Paper (formerly called "commercial paper").
(2)Only cash collateral paid, included in non-current financial assets of the consolidated statement of financial position, areis deducted from gross financial debt.
(3)Only investments at fair value, included in current financial assets of the consolidated statement of financial position, are deducted from gross financial debt (Note 14.3).

Net financial debt is mostly carriedmainly held by the group’sGroup’s parent company, Orange SA, in the amount of 24,215 million euros, representing over 99.7% of the Group's net financial debt.SA.

DebtThe debt maturity schedules are presented in Note 14.3.

Changes in financial assets or financial liabilities whose cash flows are disclosed in financing activities in the cash flow statement are the following (see Note 1.8)1.9):

(in millions of euros)

December 31, 2020

Cash
flows

Other changes with no impact
on cash flows

December 31, 2021

 

    

    

    

Changes in
the scope of
consolidation

    

Foreign
exchange
movement

    

Other

    

  

TDIRA

 

636

 

 

 

 

(0)

 

636

Bonds

 

29,848

 

(1,385)

 

 

599

 

(52)

(1) 

29,010

Bank loans and from development organizations and multilateral lending institutions

 

3,671

 

(496)

 

0

 

27

 

3

 

3,206

Debt relating to financed assets

295

(80)

30

245

Cash collateral received

 

31

 

358

 

 

 

0

 

389

NEU Commercial Paper

 

555

 

903

 

 

 

(1)

 

1,457

Bank overdrafts

 

154

 

173

 

 

15

 

 

342

Other financial liabilities

 

70

 

(136)

 

(41)

 

3

 

168

 

64

Current and non-current financial liabilities (excluding derivatives) included in the calculation of net financial debt

 

35,260

 

(663)

 

(41)

 

644

 

148

 

35,348

Net derivatives

 

510

 

201

 

 

(457)

 

(659)

 

(405)

Cash collateral paid

 

(642)

 

615

 

 

0

 

 

(27)

Cash flows from financing activities

 

  

 

153

 

  

 

  

 

  

 

  

(in millions of euros)

December 31, 2021

Cash
flows

Other changes with no impact
on cash flows

December 31, 2022

 

    

    

    

Changes in
the scope of
consolidation

    

Foreign
exchange
movement

    

Other

    

  

TDIRA

 

636

 

 

 

 

2

 

638

Bonds

 

29,010

 

813

 

 

88

 

32

(1) 

29,943

Bank loans and from development organizations and multilateral lending institutions

 

3,206

 

135

 

6

 

(28)

 

(11)

 

3,309

Debt relating to financed assets

245

(97)

168

316

Cash collateral received

 

389

 

684

 

 

 

 

1,072

NEU Commercial Paper

 

1,457

 

(456)

 

 

 

3

 

1,004

Bank overdrafts

 

342

 

(39)

 

 

(46)

 

(7)

 

250

Other financial liabilities

 

64

 

(1)

 

4

 

4

 

35

 

105

Current and non-current financial liabilities (excluding derivatives) included in the calculation of net financial debt

 

35,348

 

1,038

 

10

 

18

 

222

 

36,638

Net derivatives

 

(405)

 

(91)

 

 

(213)

 

(360)

 

(1,069)

Cash collateral paid

 

(27)

 

(12)

 

 

 

 

(38)

Cash flows from financing activities

 

  

 

936

 

  

 

  

 

  

 

  

(1)Mainly corresponding to changes in accrued interestsinterest not yet due.

Consolidated financial statements 20212022

F-9194

(in millions of euros)

December 31,

Cash

Other changes with no impact

December 31,

December 31, 

Cash

Other changes with no impact

December 31, 

2019

flows

on cash flows

2020

2020

flows

on cash flows

2021

Changes in

Foreign

Changes in

Foreign

the scope of

exchange

the scope of

exchange

consolidation

movement

Other

consolidation

movement

Other

TDIRA

    

822

    

(185)

    

    

    

(1)

    

636

    

636

    

    

    

    

    

636

Bonds

 

30,893

 

(389)

 

 

(624)

 

(31)

(1)

29,848

 

29,848

 

(1,385)

 

 

599

 

(52)

(1) 

29,010

Bank loans and from development organizations and multilateral lending institutions

 

4,013

 

(322)

 

 

(25)

 

5

 

3,671

 

3,671

 

(496)

 

 

27

 

3

 

3,206

Debt relating to financed assets

 

125

 

(60)

 

 

 

231

 

295

295

(80)

30

245

Cash collateral received

 

261

 

(230)

 

 

 

(0)

 

31

 

31

 

358

 

 

 

 

389

NEU Commercial Paper

 

158

 

397

 

 

 

(0)

 

555

 

555

 

903

 

 

 

(1)

 

1,457

Bank overdrafts

 

203

 

(37)

 

(0)

 

(12)

 

 

154

 

154

 

173

 

 

15

 

 

342

Other financial liabilities

 

602

 

(484)

 

 

(2)

 

(46)

 

70

 

70

 

(136)

 

(41)

 

3

 

168

 

64

Current and non-current financial liabilities (excluding derivatives) included in the calculation of net financial debt

 

37,076

 

(1,311)

 

(0)

 

(663)

 

157

 

35,260

 

35,260

 

(663)

 

(41)

 

644

 

148

 

35,348

Net derivatives

 

(138)

 

37

 

 

641

 

(29)

 

510

 

510

 

201

 

 

(457)

 

(659)

 

(405)

Cash collateral paid

(123)

(519)

0

(642)

 

(642)

 

615

 

 

 

 

(27)

Cash flows from financing activities

 

  

 

(1,793)

 

 

  

 

  

 

  

 

  

 

153

 

  

 

  

 

  

 

  

(1)Mainly corresponding to changes in accrued interestsinterest not yet due.

(in millions of euros)

December 31, 

Cash

Other changes with no impact

December 31, 

December 31,

Cash

Other changes with no impact

December 31,

2018

flows

on cash flows

2019

2019

flows

on cash flows

2020

Changes in

Foreign

Changes in

Foreign

the scope of

exchange

the scope of

exchange

consolidation

movement

Other

consolidation

movement

Other

TDIRA

    

822

    

    

    

    

    

822

    

822

    

(185)

    

    

    

(1)

    

636

Bonds

 

27,070

 

3,391

 

148

 

346

 

(63)

(1) 

30,893

 

30,893

 

(389)

 

 

(624)

 

(31)

(1)

29,848

Bank loans and from development organizations and multilateral lending institutions

 

3,664

 

335

 

(30)

 

36

 

8

 

4,013

 

4,013

 

(322)

 

 

(25)

 

5

 

3,671

Finance lease liabilities

 

584

 

 

 

 

(584)

 

Debt relating to financed assets

(17)

143

125

 

125

 

(60)

 

 

 

231

 

295

Cash collateral received

 

82

 

179

 

 

 

(0)

 

261

 

261

 

(230)

 

 

 

 

31

NEU Commercial Paper

 

1,116

 

(958)

 

 

 

(1)

 

158

 

158

 

397

 

 

 

 

555

Bank overdrafts

 

318

 

(123)

 

(4)

 

5

 

7

 

203

 

203

 

(37)

 

 

(12)

 

 

154

Other financial liabilities

 

363

 

(10)

 

9

 

10

 

229

 

602

 

602

 

(484)

 

 

(2)

 

(46)

 

70

Current and non-current financial liabilities (excluding derivatives) included in the calculation of net financial debt

 

34,019

 

2,797

 

123

 

398

 

(261)

 

37,076

 

37,076

 

(1,311)

 

 

(663)

 

157

 

35,260

Net derivatives

 

460

 

26

 

(2)

 

(376)

 

(246)

 

(138)

 

(138)

 

37

 

 

641

 

(29)

 

510

Cash collateral paid

 

(555)

 

430

 

 

(0)

 

 

(123)

(123)

(519)

(642)

Cash flows from financing activities

 

  

 

3,253

 

  

 

  

 

  

 

  

 

  

 

(1,793)

 

 

  

 

  

 

  

(1)Mainly corresponding to changes in accrued interests not yet due.

Net financial debt by currency

The netNet financial debt by currency is presented in the table below, after foreign exchange effects of hedging derivatives (excluding instruments set up to hedge operationaloperating items).

(equivalent value in millions of euros at year-end closing rate)

    

EUR

    

USD

    

GBP

    

PLN

    

EGP

    

JOD

    

MAD

    

Other

    

Total

    

EUR

    

USD

    

GBP

    

PLN

    

EGP

    

JOD

    

MAD

    

Other

    

Total

Gross financial debt after derivatives

 

25,267

 

3,786

 

3,034

 

7

 

261

 

151

401

 

1,845

 

34,751

 

26,013

 

4,132

 

2,900

 

75

 

186

 

94

465

 

1,817

 

35,683

Financial assets included in the calculation of net financial debt

 

(9,049)

 

(140)

 

(33)

 

(63)

 

(106)

 

(58)

 

(1,032)

 

(10,481)

 

(8,115)

 

(650)

 

(102)

 

(107)

 

(74)

 

(87)

(72)

 

(1,179)

 

(10,386)

Net debt by currency before effect of foreign exchange derivatives (1)

 

16,218

 

3,646

 

3,001

 

(56)

 

155

 

92

401

 

813

 

24,269

 

17,898

 

3,482

 

2,798

 

(32)

 

112

 

8

393

 

638

 

25,298

Effect of foreign exchange derivatives

 

7,233

 

(3,861)

 

(3,564)

 

871

 

 

 

(678)

 

 

6,280

 

(3,630)

 

(2,803)

 

887

 

 

 

(735)

 

Net financial debt by currency after effect of foreign exchange derivatives

 

23,451

 

(215)

 

(564)

 

815

 

155

 

92

401

 

135

 

24,269

 

24,178

 

(147)

 

(5)

 

856

 

112

 

8

393

 

(96)

 

25,298

(1)Including the market value of derivatives in local currency.

Consolidated financial statements 20212022

F-9295

Accounting policies

Cash and cash equivalents

The Group classifies investments as cash equivalents in the statement of financial position and statement of cash flows when they comply with the conditions of IAS 7 (see cash management detailed in Notes 14.3 and 14.5):

–  held in order to face short-term cash commitments; and

–  short-term and highly liquid assets at the acquisition date, readily convertible into known amount of cash and not exposed to any material risk of change in value.

Bonds, bank loans and loans from multilateral lending institutions

Among financial liabilities, only commitments to redeemrepurchase non-controlling interests are recognized at fair value inthrough profit or loss.

Borrowings are recognized upon origination at the discounted value of the sums to be paid and subsequently measured at amortized cost using the effective interest method. Transaction costs that are directly attributable to the acquisition or issue of the financial liability are deducted from the liability’s bookcarrying value. The costs are subsequently amortized over the life of the liability, using the effective interest rate method.

Some financial liabilities at amortized cost, mainly borrowings, are subject to hedging. This mainly relates mostly to borrowings hedgedthe hedging of payables in foreign currencies against the exposure of their future cash flows to foreign exchange risk (cash flow hedge)hedging).

13.4    TDIRA

The perpetualPerpetual bonds redeemable for shares (“TDIRAs(titres à durée indéterminée remboursables en actions or “TDIRAs”) with a par value of 14,100 euros are listed on Euronext Paris. Their issuance was described in a securities noteprospectus approved by the Commission des Opérations de Bourse (French Securities Regulator, renamed (now the Autorité des Marchés Financiers (French or AMF – French Financial Markets Authority)) on February 24, 2003.

At December 31, 2021,2022, taking into account redemptions made since their issuance, 44,880 TDIRAs remain outstanding forwith a total par value of 633 million euros.

The These TDIRAs are redeemable infor new Orange SA shares at any time at the holders'holders’ request or, under certain conditions as described in the appropriate prospectus, at Orange SA'sSA’s initiative based on a ratio of 607.027615.216 shares to one TDIRA (i.e., a conversion price of 23.22822.919 euros), as the. The initial ratio of 300 shares to one TDIRA has been adjusted several times to protect bondholders'bondholders’ rights and may be further adjusted under the terms and conditions set out in the information memorandum.prospectus.

Since January 1, 2010, the interest rate on the TDIRAs has been the three-month Euribor +2.5%.

The TDIRA TDIRAs are subject to split accounting betweenwith one part treated as equity and liabilities.another part as a liability. For the securities outstanding at December 31, 2021,2022, the "equity"“equity” component before deferred tax stood at 152 million euros.

(in millions of euros)

    

December 31, 2021

     

December 31, 2020

    

December 31, 2019

 

    

December 31, 2022

     

December 31, 2021

    

December 31, 2020

 

Number of securities

 

44,880

 

44,880

 

57,981

 

44,880

 

44,880

 

44,880

Equity component before deferred taxes

 

152

 

152

 

196

 

152

 

152

 

152

Debt component

 

636

 

636

 

822

 

638

 

636

 

636

o/w accrued interests not yet due

 

3

 

3

 

4

 

6

 

3

 

3

Paid interest

 

13

 

14

 

18

 

16

 

13

 

14

Accounting policies

Some Group financial instruments include both a liabilityfinancial debt component and an equity component. This relates to perpetual bonds redeemable for shares (TDIRAs(TDIRAs)). On initial recognition, the liabilitydebt component is measured at its market value, corresponding to the value of the contractually determined future cash flows discounted at the market rate applied at the date of issue to comparable instruments providing substantially the same conditions, but without the option to convert to or redeem infor shares. This liabilitydebt component is subsequently recognized at amortized cost.

The bookequity component, originally calculated as the difference between the notional value of the equity component is determined at inception by deductinginstrument and the fair value of the financial liability fromdebt component, remains the notional value of the instrument. This does not changesame throughout the life of the instrument.

Consolidated financial statements 20212022

F-9396

13.5    Bonds

In 2021,2022, the Group carried out the following bond issues:

Notional currency

    

Initial

    

Maturity

    

Interest rate

    

Issuer

    

Type of operations

    

Amounts

    

Initial

    

Maturity

    

Interest rate

    

Issuer

    

Type of operations

    

Amounts

nominal

(%)

in millions

nominal

(%)

in millions

amount

of euros

amount

of euros

(in millions

(in millions

of currency)

of currency)

EUR

 

35

January 15, 2022

 

0.500

 

Orange SA

 

Re-Issuance

 

35

 

500

May 18, 2032

 

2.375

 

Orange SA

 

Issuance

 

500

EUR

 

700

June 29, 2026

 

0.000

 

Orange SA

 

Issuance

 

700

EUR

 

800

June 29, 2034

 

0.750

 

Orange SA

 

Issuance

 

800

MAD

 

300

June 3, 2026

 

2.600

 

Médi Telecom

 

Issuance

 

28

MAD

 

1,200

June 3, 2026

 

1Y BDT + 0.55

 

Médi Telecom

 

Issuance

 

112

EUR

 

1,000

December 16, 2033

 

0.625

 

Orange SA

 

Issuance

 

1,000

 

750

November 16, 2031

 

3.625

 

Orange SA

 

Issuance

 

750

Total of issuances

 

2,535

 

1,390

EUR

 

1,250

January, 14, 2021

 

3.875

 

Orange SA

 

Repayment at maturity

 

(1,250)

GBP

 

517

June 27, 2021

 

0.375

 

Orange SA

 

Repayment at maturity

 

(602)

USD

 

1,000

September, 14 2021

 

4.125

 

Orange SA

 

Early repayment

 

(851)

(1)

EUR

 

255

October, 13 2021

 

10Y CMS + 0.69

 

Orange SA

 

Repayment at maturity

 

(255)

EUR

 

272

December 21, 2021

 

10Y TEC + 0.50

 

Orange SA

 

Repayment at maturity

 

(272)

 

500

September 16, 2022

 

3.375

 

Orange SA

 

Repayment at maturity

 

(500)

EUR

 

650

January 15, 2022

 

0.500

 

Orange SA

 

Early repayment

 

(650)

 

750

September 11, 2023

 

0.750

 

Orange SA

 

Early repayment

 

(7)

MAD

 

1,090

December 18, 2025

 

3.970

 

Médi Telecom

 

Regular annual basis repayment

 

(15)

 

1,090

December 18, 2025

 

3.970

 

Médi Telecom

 

Regular annual basis repayment

 

(15)

MAD

 

720

December 18, 2025

 

1Y BDT + 1.00

 

Médi Telecom

 

Regular annual basis repayment

 

(10)

 

720

December 18, 2025

 

1Y BDT + 1.00

(1)

Médi Telecom

 

Regular annual basis repayment

 

(10)

MAD

 

1,002

December 10, 2026

 

3.400

 

Médi Telecom

 

Regular annual basis repayment

 

(14)

 

1,002

December 10, 2026

 

3.400

 

Médi Telecom

 

Regular annual basis repayment

 

(13)

MAD

 

788

December 10, 2026

 

1Y BDT + 0.85

 

Médi Telecom

 

Regular annual basis repayment

 

(11)

 

788

December 10, 2026

 

1Y BDT + 0.85

(1)

Médi Telecom

 

Regular annual basis repayment

 

(11)

MAD

 

300

June 3, 2026

 

2.600

 

Médi Telecom

 

Regular annual basis repayment

 

(4)

MAD

 

1,200

June 3, 2026

 

1Y BDT + 0.55

(1)

Médi Telecom

 

Regular annual basis repayment

 

(14)

Total of repayments

 

(3,929)

 

(572)

(1)The early redemption of1Y BDT rate corresponds to the bond with an initial maturity of September 2021 was carried out on April 1, 2021.52 weeks Moroccan treasury notes rate (recalculated once a year).

The Group issued bonds exchangeable for BT securities for a notional amount of 517 million pounds sterling (i.e. 585 million euros at the ECB daily reference rate) bearing a coupon of 0.375% and having as underlying 133 million BT shares. The Bonds matured in June 2021 and were redeemable on demand by investors since August 7, 2017, in cash, BT securities or a combination of the two, at Orange's choice. The group redeemed the exchangeable bonds at maturity for 602 million euros. Under IFRS, this operation was split between a financial liability at amortized cost and a derivative instrument (sale of call option) revalued at fair value through profit or loss. In the first half of 2019, Orange purchased call options with the same characteristics as the sale of call options included in the bonds exchangeable for BT securities. The purchase of calls offsets the sale of the initial call options, so the Group is no longer exposed to any change in value of BT securities linked to the bonds exchangeable for BT shares.

Unmaturedunmatured bonds at December 31, 2021,2022, presented below, were all issued by Orange SA, with the exception of two obligationsthree commitments (each with a fixed-rate tranche and a variable-rate tranche) denominated in Moroccan dirhams held by Médi Telecom and one bond in CFA francs issued by Sonatel.

With the exception of the commitments made by Médi Telecom which are redeemable on a regular annual basis, at December 31,2021,31, 2022, the bonds issued by the Group wereare redeemable at maturity. No specific guarantee had been given in relation to their issuance. Some bonds may be redeemed in advance at the request of the issuer.

Consolidated financial statements 20212022

F-9497

Notional

Initial nominal

Maturity

Interest rate (%)

Outstanding amount (in millions of euros)

 

Initial nominal amount

Maturity

Interest rate (%)

Outstanding amount (in millions of euros)

 

currency

amount

December 31, 

December 31, 

December 31, 

 

(in millions of

December 31, 

December 31, 

December 31, 

 

(in millions of

2021

2020

2019

 

currency units)

2022

2021

2020

 

    

currency units)

    

    

    

 

    

 

    

    

    

    

 

    

 

Bonds matured before December 31, 2021

 

3,782

 

6,405

EUR

 

500

 

September 16, 2022

 

3.375

 

500

 

500

 

500

Bonds matured before December 31, 2022

Bonds matured before December 31, 2022

 

500

 

4,282

EUR

 

500

 

March 1, 2023

 

2.500

500

 

500

 

500

 

500

 

March 1, 2023

 

2.500

 

500

 

500

 

500

EUR

 

750

 

September 11, 2023

 

0.750

 

750

 

750

 

750

 

750

 

September 11, 2023

 

0.750

744

 

750

 

750

HKD

 

700

 

October 6, 2023

 

3.230

 

79

 

74

 

80

 

700

 

October 6, 2023

 

3.230

 

84

 

79

 

74

HKD

 

410

 

December 22, 2023

 

3.550

 

46

 

43

 

47

 

410

 

December 22, 2023

 

3.550

 

49

 

46

 

43

EUR

650

January 9, 2024

3.125

650

650

650

 

650

 

January 9, 2024

 

3.125

 

650

 

650

 

650

EUR

 

1,250

 

July 15, 2024

 

1.125

 

1,250

 

1,250

 

1,250

1,250

July 15, 2024

1.125

1,250

1,250

1,250

EUR

 

750

 

May 12, 2025

 

1.000

 

750

 

750

 

750

 

750

 

May 12, 2025

 

1.000

 

750

 

750

 

750

EUR

 

800

 

September 12, 2025

 

1.000

 

800

 

800

 

800

 

800

 

September 12, 2025

 

1.000

 

800

 

800

 

800

NOK

500

September 17, 2025

3.350

50

48

51

 

500

 

September 17, 2025

 

3.350

 

48

 

50

 

48

CHF

 

400

 

November 24, 2025

 

0.200

 

387

 

370

 

369

400

November 24, 2025

0.200

406

387

370

GBP

 

350

 

December 5, 2025

 

5.250

 

312

 

292

 

308

 

350

 

December 5, 2025

 

5.250

 

296

 

312

 

292

MAD (1)

1,090

December 18, 2025

3.970

59

72

87

 

1,090

 

December 18, 2025

 

3.970

 

42

 

59

 

72

MAD (1)

 

720

 

December 18, 2025

 

1Y BDT + 1.00

 

39

 

47

 

57

720

December 18, 2025

1Y BDT + 1.000

28

39

47

EUR

700

June 29,2026

0.000

700

MAD

 

300

 

June 3, 2026

 

2.600

 

24

 

 

MAD (1)

1,200

June 3, 2026

1Y BDT + 0.55

94

EUR (1)

700

June 29, 2026

0.000

700

700

EUR

750

September 4, 2026

0.000

750

750

750

750

September 4, 2026

0.000

750

750

750

EUR

 

75

 

November 30, 2026

 

4.125

 

75

 

75

 

75

75

November 30, 2026

4.125

75

75

75

MAD (1)

1,002

December 10, 2026

3.400

68

79

93

 

1,002

 

December 10, 2026

 

3.400

 

51

 

68

 

79

MAD (1)

 

788

 

December 10, 2026

 

1Y BDT + 0.85

 

54

 

62

 

73

788

December 10, 2026

1Y BDT + 0.850

40

54

62

EUR

750

February 3, 2027

0.875

750

750

750

 

750

 

February 3, 2027

 

0.875

 

750

 

750

 

750

EUR

750

July 7, 2027

1.250

750

750

750

July 7, 2027

1.250

750

750

750

XOF

100,000

July 15, 2027

6.500

152

152

100,000

July 15, 2027

6.500

152

152

152

EUR

500

September 9, 2027

1.500

500

500

500

500

September 9, 2027

1.500

500

500

500

EUR

1,000

March 20, 2028

1.375

1,000

1,000

1,000

1,000

March 20, 2028

1.375

1,000

1,000

1,000

EUR

50

April 11, 2028

3.220

50

50

50

50

April 11, 2028

3.220

50

50

50

NOK

800

July 24, 2028

2.955

80

76

81

800

July 24, 2028

2.955

76

80

76

GBP

 

500

 

November 20, 2028

 

8.125

 

595

 

556

 

588

500

November 20, 2028

8.125

564

595

556

EUR

 

1,250

 

January 15, 2029

 

2.000

 

1,250

 

1,250

 

1,250

 

1,250

 

January 15, 2029

 

2.000

 

1,250

 

1,250

 

1,250

EUR

150

April 11, 2029

3.300

150

150

150

 

150

 

April 11, 2029

 

3.300

 

150

 

150

 

150

CHF

100

June 22, 2029

0.625

97

93

92

100

June 22, 2029

0.625

102

97

93

EUR

 

500

 

September 16, 2029

 

0.125

 

500

 

500

 

500

September 16, 2029

0.125

500

500

500

EUR

 

1,000

 

January 16, 2030

 

1.375

1,000

 

1,000

 

1,000

 

1,000

 

January 16, 2030

 

1.375

 

1,000

 

1,000

 

1,000

EUR

 

1,200

 

September 12, 2030

 

1.875

1,200

 

1,200

 

1,200

 

1,200

 

September 12, 2030

 

1.875

1,200

 

1,200

 

1,200

EUR

 

105

 

September 17, 2030

 

2.600

 

105

 

105

 

105

 

105

 

September 17, 2030

 

2.600

105

 

105

 

105

EUR

 

100

 

November 6, 2030

 

0.091

(2)

100

 

100

 

100

 

100

 

November 6, 2030

 

0.000

(2)

100

 

100

 

100

USD

 

2,500

 

March 1, 2031

 

9.000

(3)

2,173

 

2,006

 

2,191

 

2,500

 

March 1, 2031

 

9.000

(3)

2,308

 

2,173

 

2,006

EUR

 

300

 

May 29, 2031

 

1.342

 

300

 

300

 

300

 

300

 

May 29, 2031

 

1.342

300

 

300

 

300

EUR

50

December 5, 2031

4.300 (zero coupon)

75

72

69

 

750

 

November 16, 2031

 

3.625

 

750

 

 

EUR

 

50

 

December 8, 2031

 

4.350 (zero coupon)

 

77

 

73

 

70

 

50

 

December 5, 2031

 

4.300 (zero coupon)

 

79

 

75

 

72

(1)Bonds issued by Médi Telecom. Bonds bearingThe 1Y BDT rate corresponds to the 52 weeks Moroccan treasury bondsnotes rate (recalculated once a year).
(2)Bond bearing interest at a fixed rate of 2% until 2017 and then at CMS 10 years x 166% fixed annually (0.327%(0% until November 2022)2023), but the variable rate is floored at 0% and capped at 4% until 2023 and at 5% beyond.thereafter.
(3)Bond with a Step-upstep-up clause (clause that triggers a change in interest payments of Orange'sthe coupon rate if Orange’s credit rating from the rating agencies changes see Note 14.3).

Consolidated financial statements 20212022

F-9598

Notional

Initial nominal

Maturity

Interest rate (%)

Outstanding amount (in millions of euros)

 

Initial nominal

Maturity

Interest rate (%)

Outstanding amount (in millions of euros)

 

currency

amount

December 31, 

December 31, 

December 31, 

 

amount

December 31, 

December 31, 

December 31, 

 

(in millions of

2021

2020

2019

 

(in millions of

2022

2021

2020

 

    

currency units)

    

    

    

 

    

    

currency units)

    

    

    

 

    

EUR

 

50

 

January 5, 2032

 

4.450

(zero coupon)

74

 

71

 

68

 

50

 

December 8, 2031

 

4.350

(zero coupon)

80

 

77

 

73

EUR

 

50

 

January 5, 2032

 

4.450

(zero coupon)

77

 

74

 

71

GBP

 

750

 

January 15, 2032

 

3.250

893

 

834

 

882

750

January 15, 2032

3.250

846

893

834

EUR

 

750

 

April 7, 2032

 

1.625

750

 

750

 

750

EUR

750

April 7, 2032

1.625

750

750

 

500

 

May 18, 2032

 

2.375

500

 

 

EUR

 

1,000

 

September 4, 2032

 

0.500

1,000

 

1,000

 

1,000

 

1,000

 

September 4, 2032

 

0.500

 

1,000

 

1,000

 

1,000

EUR

 

1,500

 

January 28, 2033

 

8.125

1,500

 

1,500

 

1,500

 

1,500

 

January 28, 2033

 

8.125

 

1,500

 

1,500

 

1,500

EUR

 

55

 

September 30, 2033

 

3.750

 

55

 

55

 

55

 

55

 

September 30, 2033

 

3.750

 

55

 

55

 

55

EUR

 

1,000

 

December 16, 2033

 

0.625

 

1,000

 

 

 

1,000

 

December 16, 2033

 

0.625

 

1,000

 

1,000

 

GBP

 

500

 

January 23, 2034

 

5.625

 

595

 

556

 

588

 

500

 

January 23, 2034

 

5.625

 

564

 

595

 

556

HKD

 

939

 

June 12, 2034

 

3.070

 

106

 

99

 

107

939

June 12, 2034

3.070

113

106

99

EUR

 

300

 

July 11, 2034

 

1.200

 

300

 

300

 

300

800

June 29, 2034

0.750

800

800

EUR

800

June 29, 2034

0.750

800

300

July 11, 2034

1.200

300

300

300

EUR

50

April 16, 2038

3.500

50

50

50

 

50

 

April 16, 2038

 

3.500

 

50

 

50

 

50

USD

900

January 13, 2042

5.375

795

733

801

 

900

 

January 13, 2042

 

5.375

 

844

 

795

 

733

USD

 

850

 

February 6, 2044

 

5.500

 

750

 

693

 

757

 

850

 

February 6, 2044

 

5.500

 

797

 

750

 

693

EUR

750

September 4, 2049

1.375

750

750

750

750

September 4, 2049

1.375

750

750

750

GBP

 

500

 

November 22, 2050

 

5.375

 

595

 

556

 

588

 

500

 

November 22, 2050

 

5.375

 

564

 

595

 

556

Outstanding amount of bonds

 

 

  

 

  

 

28,737

 

29,524

 

30,537

 

 

  

 

  

 

29,654

 

28,737

 

29,524

Accrued interest

 

  

 

  

 

  

 

445

 

487

 

532

 

  

 

  

 

  

 

454

 

445

 

487

Amortized cost

 

  

 

  

 

  

 

(172)

 

(163)

 

(176)

 

  

 

  

 

  

 

(164)

 

(172)

 

(163)

Total

 

  

 

  

 

  

 

29,010

 

29,848

 

30,893

 

  

 

  

 

  

 

29,943

 

29,010

 

29,848

13.6    Loans from development organizations and multilateral lending institutions

(in millions of euros)

December 31, 

December 31, 

December 31, 

 

December 31, 

December 31, 

December 31, 

 

    

2021

     

2020

    

2019

 

    

2022

     

2021

    

2020

 

Sonatel

 

244

 

292

 

380

 

266

 

244

 

292

Orange Côte d'Ivoire

253

140

172

Orange Mali

207

227

203

201

207

227

Médi Telecom

 

167

 

220

 

282

 

183

 

167

 

220

Orange Côte d’Ivoire

 

140

 

172

 

237

Orange Egypt

 

137

163

 

213

 

163

 

137

 

163

Orange Burkina Faso

 

36

42

 

56

Orange Cameroon

78

111

82

36

78

111

Orange Jordanie

 

49

 

61

 

77

 

35

 

49

 

61

Orange Burkina Faso

42

56

46

Orange Bail

12

3

-

Orange Madagascar

 

12

 

18

 

19

Orange Polska S.A.

 

10

 

6

 

1

Other

 

41

 

81

 

104

 

15

15

61

Bank loans

 

1,105

 

1,384

 

1,625

 

1,222

 

1,105

 

1,384

Orange SA(1)

 

2,101

2,288

2,356

 

2,087

 

2,101

 

2,288

Orange Espagne

 

0

 

 

33

Loans from development organizations and multilateral lending institutions(2)

 

2,101

 

2,288

 

2,389

 

2,087

 

2,101

 

2,288

Total

 

3,206

 

3,671

 

4,013

 

3,309

 

3,206

 

3,671

(1)In 2021, Orange SA repaid at maturity a loan of 190 million euros. In 2020, Orange SA had repaid at maturity a loan of 400 million euros and negotiated a new loan of 350 million euros, maturing in 2027. In 2019, Orange SA had taken out a loan for 350 million euros maturing in 2026.
(2)Entirely the European Investment Bank.

Consolidated financial statements 20212022

F-9699

13.7    Financial assets

The financialFinancial assets break down as follows:

(in millions of euros)

December 31, 2021

December 31, 2020

December 31, 2019

December 31, 2022

December 31, 2021

December 31, 2020

    

Non-current

    

Current

    

Total

    

Total

    

Total

    

Non-current

    

Current

    

Total

    

Total

    

Total

Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss

431

431

431

277

419

419

431

431

Investments securities

 

431

 

 

431

 

431

 

277

 

419

 

 

419

 

431

 

431

Financial assets at fair value through profit or loss

 

230

 

2,266

 

2,496

 

3,990

 

4,953

 

243

 

4,502

 

4,745

 

2,496

 

3,990

Investments at fair value(1)

 

 

2,266

 

2,266

 

3,206

 

4,696

 

 

4,500

 

4,500

 

2,266

 

3,206

Investments securities

 

203

 

 

203

 

141

 

133

 

206

 

 

206

 

203

 

141

Cash collateral paid (2)

 

27

 

 

27

 

642

 

123

 

38

 

 

38

 

27

 

642

Other

2

2

Financial assets at amortized cost

 

317

 

47

 

363

 

382

 

772

 

342

 

39

 

381

 

363

 

382

Receivables related to investments(3)

 

82

23

 

105

 

55

 

70

 

77

28

 

106

 

105

 

55

Other

 

234

24

 

258

 

327

702

 

264

11

 

275

 

258

327

Total financial assets

 

977

 

2,313

 

3,290

 

4,803

 

6,001

 

1,004

 

4,541

 

5,545

 

3,290

 

4,803

(1)NEU Commercial paperPaper and bonds only (see Note 14.3).
(2)See Note 14.5.
(3)Including a loan of 27 million euros from Orange SA to Orange Bank for 27 million euros.Bank.

InvestmentEquity securities

InvestmentEquity securities measured at fair value through other comprehensive income that maywill not be reclassified to profit or loss

(in millions of euros)

    

2021

    

2020

    

2019

 

    

2022

    

2021

    

2020

 

Investment securities measured at fair value through other comprehensive income that may not be reclassified to profit or loss - in the opening balance

 

431

 

277

 

254

Investment securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss - in the opening balance

 

432

 

431

 

277

Acquisitions(1)

 

85

 

81

 

52

 

98

 

85

 

81

Changes in fair value(2)

11

94

(25)

(108)

11

94

Sales

 

(95)

 

(20)

 

(2)

 

(7)

 

(95)

 

(20)

Other movements

 

0

 

(2)

 

(2)

 

3

 

 

(2)

Investment securities measured at fair value through other comprehensive income that may not be reclassified to profit or loss - in the closing balance

 

432

 

431

 

277

Investment securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss - in the closing balance

 

419

 

432

 

431

Investment(1)In 2022, includes the effect of Deezer's initial public offering for 77 million euros (see Note 3.2)

(2) Deezer's share price at December 31, 2022 led to a decrease in the fair value of (54) million euros (see Note 3.2).

Equity securities measured at fair value through other comprehensive income that maywill not be reclassified to profit or loss include numerous shares in companies held by investment funds.

InvestmentEquity securities measured at fair value through profit or loss

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Investment securities measured at fair value through profit or loss - in the opening balance

141

133

805

203

141

133

Changes in fair value

34

8

17

10

34

8

Sale of BT shares

(659)

Other movements

27

(0)

(29)

(8)

27

Investment securities measured at fair value through profit or loss - in the closing balance

203

141

133

205

203

141

BT shares

On January 29, 2016, following the disposal of EE, Orange received 4% of the share capital of BT Group Plc (BT), i.e. approximately 399 million shares for the equivalent of 2,462 million euros.

In 2017, the Orange group sold 1.3% of the share capital of BT for a net amount of 433 million euros with a fair value of 570 million euros at December 31, 2016.

In 2018, the Orange group sold 0.2% of the share capital of BT for a net amount of 53 million euros with a fair value of 55 million euros at December 31, 2017.

On June 28, 2019, the Group sold its residual stake of 2.49% in the share capital of BT, i.e. a net amount of 543 million euros. At December 31, 2018 the fair value of these securities amounted to 659 million euros. The impact on the income statement in 2019 amounted to (119) million euros.

Accounting policies

Financial assets

  Financial assets at fair value through profit or loss (FVR)

Consolidated financial statements 20212022

F-97100

Certain equity securities which are not consolidated or equity-accounted and cash investments such as negotiable debt securities, deposits and mutual funds (UCITS)UCITS (Undertakings for Collective Investment in Transferable Securities), which are compliant with the Group's liquidity risk management policy, may be designated by Orange as being recognized at fair value through profit or loss. These assets are recognized at fair value at inceptioninitial recognition and subsequently. All changes in fair value are recorded in net financial expenses.costs, net.

  Financial assets at fair value through other comprehensive income that maywill not be reclassified to profit or loss (FVOCI)

Equity securities which are not consolidated or equity-accounted are, subject to exceptions, recognized as assets at fair value through other comprehensive income that maywill not be reclassified to profit or loss. They are recognized at fair value at inceptioninitial recognition and subsequently. Temporary changes in value and gains (losses) on disposals are recorded inas other comprehensive income that maywill not be reclassified to profit/profit or loss.

  Financial assets at amortized cost (AC)

This category mainly includes miscellaneous loans and receivables. These instruments are recognized at fair value at inceptioninitial recognition and are subsequently measured at amortized cost using the effective interest method. If there is any objective evidence of impairment of these assets, the value of the asset is reviewed at the end of each reporting period. An impairment loss is recognized in the income statement when impairment tests demonstrate that the financial asset bookasset's carrying value is higher than its recoverable amount. For these financial assets, the provisioning system also covers expected losses according to IFRS 9.

13.8    Derivatives instruments

13.8.1 Market value of derivatives

(in millions of euros)

December 31, 2021

December 31, 2020

December 31, 2019

 

December 31, 2022

December 31, 2021

December 31, 2020

 

    

     

    

 

    

     

    

 

Hedging derivatives

484

(311)

324

893

484

(311)

Cash flow hedge derivatives

 

484

 

(311)

 

328

 

893

 

484

 

(311)

Fair value hedge derivatives

 

 

(0)

 

(4)

 

 

 

Derivatives held for trading (1)

 

(79)

 

(199)

 

(187)

 

176

 

(79)

 

(199)

Net derivatives(2)

 

405

 

(510)

 

138

 

1,069

 

405

 

(510)

(1)Mainly duerelated to the effect of the economic hedges of subsidiaries for 140 million euros in 2022, 90 million euros in 2021 and the foreign exchange effects of the economic hedges against the revaluation of subordinated notes denominated in pounds sterling (equity instruments recognized at their historical value (see Note 15.4) for (70) million euro in 2022, (165) million euros in 2021 and (210) million euroseuro in 2020 and (136) million euros in 2019.2020.
(2)Of which foreign exchange effects of the cross-currency swaps (classified as hedging or held for trading) hedging foreign exchange risk on the notional amount of gross debt notional for 694 million euros in 2022, 657 million euros in 2021 and 251 million euros in 2020 and 822 million euros in 2019.2020. The foreign exchange effect of the cross-currency swaps is the difference between the notional converted at the closing rate and the notional converted at the opening rate (or at the trading day spot rate in the case of a new instrument).

The risks hedged by these derivative instrumentsderivatives are described in Note 14. These derivatives are associated with cash-collateral agreements, the effects of which are described in Note 14.5.

Accounting policies

Derivative instrumentsDerivatives are measured at fair value in the statement of financial position and presented according to their maturity date, regardless of whether they qualify for hedge accounting under IFRS 9 (hedging instruments versus trading instruments)derivatives).

Derivatives are classified as a separate line item in the statement of financial position.

Trading derivatives are non-qualified economic hedges.hedge derivatives not classified as hedges for accounting purposes. Changes in the value of these instruments are recognized directly in profit andor loss.

Hedge accounting is applicable when:

  at the inception of the hedge, there is a formal designation and documentation of the hedging relationship;

  the effectiveness of the hedge is demonstrated at inception and it is expected to continue in subsequent periods: i.e. at inception and throughout its duration, the company expects changes in the fair value of the hedged elementitem to be almost fully offset by changes in the fair value of the hedgedhedging instrument.

There are three types of hedge accounting:

  thea fair value hedge is a hedge of the exposure to changes in the fair value of a recognized asset or liability (or an identified portion of the asset or liability) that are attributable to a particular interest rate and/or currency risk and which could affect profit or loss. The hedged portion of these items is re-measuredremeasured at fair value in the statement of financial position. ChangeChanges in this fair value is bookedare recognized in the income statement and offset by symmetrical changes in the fair value hedging of financial hedging instruments up to the limitextent of the hedge effectiveness;effectiveness.

  thea cash flow hedge is a hedge of the exposure to variabilitychanges in cash flows that is attributable to a particular interest rate and/or currency risk associated with a recognized asset or liability or a transaction believed to be highly probable forecast transaction (such as a future purchase or sale) and which could affect profit or loss. As the hedged item is not recognized in the statement of financial position, the effective portion of the change in the fair value of the hedging instrument is bookedrecognized in other comprehensive income. It is reclassified in profit or loss when the hedged item (financial asset or liability) affects the profit or loss or in the initial cost of the hedged item when it relates to the hedge of a non-financial asset acquisition cost;cost.

Consolidated financial statements 20212022

F-98101

  thea net investment hedge is a hedge of the exposure to changes in valuesvalue attributable to the foreign exchange risk of a net investment in a foreign operation, andwhich could affect profit or loss on the disposal of the foreign operation.Theoperation. The effective portion of the net investment hedge is recorded in other comprehensive income. It is reclassified in profit or loss upon theon disposal of the net investment.

For transactions qualified as fair value hedges and for economic hedges, the foreign exchange impact of changes in the fair value of derivatives is booked in operating income when the underlying hedged item results from operational transactionsis a commercial transaction and in net finance costs, net when the underlying hedged item is a financial asset or liability.

Hedge accounting can be terminated when the hedged item is no longer recognized, i.e. when the Group revokes the designation of the hedging relationship or when the hedging instrument is terminated or exercised. The accounting consequences are as follows:

  fair value hedge: at the hedge accounting termination date, the adjustment of the fair value of the liability is amortized using an effective interest rate recalculated at this date . Should the item hedged disappear, the change in fair value is recognized in the income statement;

  cash flow hedge: amounts recorded in other comprehensive income are immediately reclassified in profit or loss when the hedged item is no longer recognized. In all other cases, amounts are reclassified in profit or loss, on a straightstraight-line basis, throughout the remaining life of the original hedging relationship.

In both cases, subsequent changes in the value of the hedging instrument are recorded in profit or loss.

Concerning the effects of the Foreign Currency Basis Spread,foreign currency basis spread of cross-currency swaps designated as cash flow hedges, the Group has chosen to designate themthese as costs of hedge.hedging costs. This option enables recognizingrecognition of these effects in other comprehensive income and amortizingamortization of the cost of the Basis Spread to profit/basis spread in profit or loss over the period of the hedge.

13.8.2  Cash flow hedges

The main purpose of the Group's cash flow hedges is to neutralize foreign exchange risk on future cash flows (notional, coupons) or to switch floating-rate debt to fixed-rate debt.

The ineffective portion of cash flow hedges recognized in netthe income isstatement was not significant during the periods presented. The main hedges unmatured at December 31, 2021,2022, as well as their effects on the financial statements, are detailed in the table below.

(in millions of euros)

Hedged risk

Hedged risk

    

Total

    

Exchange and interest rate risk

    

Exchange risk

    

Interest rate risk

    

Total

    

Exchange and interest rate risk

    

Exchange risk

    

Interest rate risk

Commodity risk

Hedging instruments

484

Cross Currency Swap

Forward

Interest rate swap

893

Cross Currency Swap

Forward

Interest rate swap

    

Commodity swap

 

FX swap

 

Option

 

FX swap

 

Option

Option

 

Option

 

Option

Carrying amount - asset

 

576

 

575

 

1

 

 

1,065

 

1,002

 

3

 

74

Carrying amount – liability

 

(91)

 

(76)

 

(0)

 

(14)

 

(172)

 

(156)

 

(11)

 

(5)

Change in cash flow hedge reserve

 

317

 

311

 

(2)

 

9

 

288

 

225

 

(6)

 

9

60

Gain (loss) recognized in other comprehensive income

 

358

 

347

 

3

 

9

 

304

 

244

 

(8)

 

9

59

Reclassification in financial result

 

(38)

 

(36)

 

(2)

 

 

(19)

 

(19)

 

 

Reclassification in operating income

 

(0)

 

 

0

 

(0)

 

(1)

 

 

(1)

 

Reclassification in initial carrying amount of hedged item

 

(3)

 

 

(3)

 

0

 

4

 

 

4

 

Cash flow hedge reserve

 

210

 

220

 

(9)

 

(2)

 

497

 

457

 

(4)

 

(5)

49

o/w related to unmatured hedging instruments

 

(192)

 

(181)

 

(9)

 

(2)

 

114

 

74

 

(4)

 

(5)

49

o/w related to discontinued hedges

 

402

 

402

 

 

(0)

 

383

 

383

 

 

Hedged item

 

Bonds and credit lines

 

Purchases of handsets and equipment

 

Bonds and Lease liabilities

 

Bonds and credit lines

 

Purchases of handsets and equipment

 

Bonds and Lease liabilities

Purchase of energy

Balance sheet item

 

Current and non-current financial liabilities

 

Property, plant and equipment

 

Lease and Financial Liabilities - current and non-current

 

Current and non-current financial liabilities

 

Property, plant and equipment

 

Lease and Financial Liabilities - current and non-current

Operating result

Consolidated financial statements 20212022

F-99102

The main hedges unmatured at December 31, 2021, as well as their effects on the financial statements, are detailed in the table below.

(in millions of euros)

Hedged risk

Total

Exchange and interest 

rate risk

Exchange risk

Interest rate risk

    

    

    

    

Hedging instruments

484

Cross Currency Swap

Forward 

Interest rate swap

FX swap

Option

Option

Carrying amount - asset

 

576

575

1

Carrying amount - liability

 

(91)

(76)

(14)

Change in cash flow hedge reserve

 

317

311

(2)

9

Gain (loss) recognized in other comprehensive income

 

358

347

3

9

Reclassification in financial result

 

(38)

(36)

(2)

Reclassification in operating income

 

Reclassification in initial carrying amount of hedged item

 

(3)

(3)

Cash flow hedge reserve

 

210

220

(9)

(2)

o/w related to unmatured hedging instruments

 

(192)

(181)

(9)

(2)

o/w related to discontinued hedges

 

402

402

Hedged item

 

Bonds and credit lines

Purchases of handsets

Bonds and Lease

 

and equipment

liabilities

Current and non-current

Property, plant and

Lease and Financial Liabilities -

Balance sheet item

financial liabilities

equipment

current and non-current

The main hedges unmatured at December 31, 2020, as well as their effects on the financial statements, are detailed in the table below.

(in millions of euros)

Hedged risk

Total

Exchange and interest 

rate risk

Exchange risk

Interest rate risk

    

    

    

    

Hedging instruments

(311)

Cross Currency Swap

Forward 

Interest rate swap

FX swap

Option

Option

Carrying amount - asset

 

223

216

6

1

Carrying amount - liability

 

(534)

(502)

(1)

(31)

Change in cash flow hedge reserve

 

22

6

5

11

Gain (loss) recognized in other comprehensive income

 

3

(16)

8

11

Reclassification in financial result

 

21

22

(1)

Reclassification in operating income

 

1

1

Reclassification in initial carrying amount of hedged item

 

(3)

(3)

Cash flow hedge reserve

 

(100)

(91)

2

(11)

o/w related to unmatured hedging instruments

 

(541)

(532)

2

(11)

o/w related to discontinued hedges

 

440

440

0

Hedged item

 

Bonds and credit lines

Purchases of handsets

Bonds and Lease

 

and equipment

liabilities

Current and non-current

Property, plant and

Lease and Financial Liabilities -

Balance sheet item

financial liabilities

equipment

current and non-current

The main hedges unmatured at December 31, 2019, as well as their effects on the financial statements, are detailed in the table below.

(in millions of euros)

    

Hedged risk

    

Hedged risk

Total

Exchange and interest 

Exchange risk

Interest rate risk

Total

Exchange and interest 

Exchange risk

Interest rate risk

rate risk

rate risk

    

    

    

    

    

    

    

    

Hedging instruments

328

Cross Currency Swap

Forward 

Interest rate swap

(311)

Cross Currency Swap

Forward 

Interest rate swap

FX swap

FX swap

Option

Option

Carrying amount - asset

 

557

554

2

1

 

223

216

6

1

Carrying amount - liability

 

(229)

(190)

(3)

(36)

 

(534)

(502)

(1)

(31)

Change in cash flow hedge reserve

 

144

148

(10)

7

 

22

6

5

11

Gain (loss) recognized in other comprehensive income

 

179

184

(12)

7

 

3

(16)

8

11

Reclassification in financial result

 

(38)

(36)

(1)

(1)

 

21

22

(1)

Reclassification in operating income

 

1

1

 

1

1

Reclassification in initial carrying amount of hedged item

 

2

2

 

(3)

(3)

Cash flow hedge reserve

 

(123)

(95)

(6)

(22)

 

(100)

(91)

2

(11)

o/w related to unmatured hedging instruments

 

(542)

(513)

(6)

(22)

 

(541)

(532)

2

(11)

o/w related to discontinued hedges

 

418

418

 

440

440

Hedged item

 

Bonds and credit

Purchases of handsets

Bonds and Finance

 

Bonds and credit

Purchases of handsets

Bonds and Finance

 

lines

and equipment

Lease

 

lines

and equipment

Lease

Current and non-current

Property, plant and

Current and non-current

Current and non-current

Property, plant and

Current and non-current

Balance sheet item

financial liabilities

equipment

financial liabilities

financial liabilities

equipment

financial liabilities

Consolidated financial statements 20212022

F-100103

The nominal amounts of the main cash flow hedges as of December 31, 20212022 are presented below.

Notional amounts of hedging instruments per maturity

 

Notional amounts of hedging instruments per maturity

 

(in millions of hedged currency units)

(in millions of hedged currency units)

    

2022

    

2023

    

2024

    

2025

    

2026

 

    

2023

    

2024

    

2025

    

2026

    

2027

 

and

and

beyond

beyond

Orange SA

 

 

Cross currency swaps

  

  

  

  

  

 

  

  

  

  

  

 

CHF

400

100

(1)

400

100

(1)

GBP

 

 

 

 

262

 

2,250

(2)

 

 

 

262

 

 

2,250

(2)

HKD

 

 

1,110

 

 

 

939

(3)

 

1,110

 

 

 

 

939

(3)

NOK

 

 

 

 

500

 

800

(4)

 

 

 

500

 

 

800

(4)

USD

 

 

 

 

 

4,200

(5)

 

 

 

 

 

4,200

(5)

Interest rate swaps

EUR

100

(6)

100

(6)

FT Immo H

Interest rate swaps

EUR

22

25

FX Forward

USD

130

Commodity swap

PLN

27.3

60.7

62.4

29.7

95.3

(7)

(1)100 million Swiss francs with a maturitymaturing in 2029.
(2)500 million pounds sterling with a maturitymaturing in 2028, 750 million pounds sterling with a maturitymaturing in 2032, 500 million pounds sterling with a maturitymaturing in 2034 and 500 million pounds sterling with a maturitymaturing in 2050.
(3)939 million Hong Kong dollars with a maturitymaturing in 2034.
(4)800 million Norwegian kroner with a maturitymaturing in 2028.
(5)2,450 million US dollars with a maturitymaturing in 2031, 900 million US dollars with a maturitymaturing in 2042 and 850 million US dollars with a maturitymaturing in 2044.
(6)100 million euros with a maturitymaturing in 2030.
(7)In hedging of electricity purchases for 1.8 terawatt-hours (TWh), including 1.1 TWh for 2027 and beyond.

Note 14    Information on market risk and fair value of financial assets and liabilities (telecom activities)

The Group uses financial position or performance indicators that are not specifically defined by IFRS, such as EBITDAaL (see Note 1.9) and net financial debt (see Note 13.3).

Market risks are monitored by Orange’s Treasury and Financing Committee, which reports to the Executive Committee. The Committee is chaired by the Group’s Executive Committee Membermember in charge of Finance, Performance and Development and meets on a quarterly basis.

It sets the guidelines for managing the Group’s debt, especially in respect of its interest rate, foreign exchange, liquidity and counterparty risk exposure for the coming months, and reviews past management (transactions realized,carried out, financial results).

The health crisis hasarmed conflict that began on February 24, 2022 and its consequences on the financial market did not calledcall into question the risk management policy relating to financial instruments. The Group continued to set up and manage hedging instruments in order to limit its exposure to operational and financial foreign exchange and interest rate risks, while maintaining a diversified financing policy.

14.1    Interest rate risk management

Management of fixed-rate/variable-rate debt

Orange Groupgroup seeks to manage its fixed-rate/variable-rate exposure in euros in order to minimize interest costs by using firm and conditional interest rate derivatives such as swaps, futures, caps and floors.

The fixed-rate component of gross financial debt, excluding cash collateral received and agreements to buy back non-controlling interests, wasis estimated at 96% at December 31, 2022, 94% at December 31, 2021 and 89% at December 31, 2020 and 91% at December 31, 2019.2020.

Sensitivity analysis of the Group’s position to changes in interest rates

The sensitivity of the Group’s financial assets and liabilities to interest rate risk is only analyzed for the components of net financial debt that are interest-bearing and therefore exposed to interest rate risk.

Sensitivity of financial expenses

Based on a constant amount of debt and a constant management policy, a 1% rise in interest rates would improveincrease the annual cost of gross financial debt by 8613 million euros, while a decrease of 1% would reducelower it by 8613 million euros.

Sensitivity of cash flow hedge reserves

A 1% rise in euro interest rates would increaseimprove the market value of derivatives designated as cash flow hedges and increase the associated cash flow hedge reserves by approximately 1,116775 million euros. A 1% falldecrease in euro interest rates would lead to a decrease inreduce their market value and indecrease the cash flow hedge reserves ofreserve by approximately 1,114776 million euros.

Consolidated financial statements 20212022

F-101104

14.2    Foreign exchange risk management

Operational foreign exchange risk

The Group’s foreign operations are carried out by entities that operate in their own country and mainly in their own currency. Their operational exposure to foreign exchange risk is therefore limited to certain types of flows: purchases of equipment or network capacity, purchases of terminalsdevices and equipment sold or leased to customers and purchases from or sales to international operators.carriers.

Whenever possible, the entities of the Orange Groupgroup have put in place policies to hedge this exposure (see Note 13.8).

Financial foreign exchange risk

Financial foreign exchange risk mainly relates to:

  dividends paid to the parent company: in general, the Group’s policy is to economically hedge this risk as from the date of the relevant subsidiary’s Shareholders’ Meeting;

  financing of the subsidiaries: except in special cases, the subsidiaries are required to cover their funding needs in their functional currency;

  Group financing: most of the Group’s bonds, after derivatives, are denominated in euros. From time to time, Orange SA issues bonds in markets other than euro markets (primarily the US dollar, pound sterling and Swiss franc). If Orange SA does not have assets in these currencies, in most cases, the issues are translated into euros through cross-currency swaps. The debt allocation by currency also depends on the level of interest rates and particularly on the interest rate differential relative to the euro.

Lastly,Following the Group economically hedges foreign exchange risk on itsrepurchase at the end of 2022 of the last subordinated notes denominated in pounds sterling that are recorded in equity at their historical value (see Note 15.4), with cross currency swaps, for a notional amount of 426 million pounds sterling.the Group is no longer exposed to the financial exchange risk resulting from these instruments.

The table below shows the main exposures to foreign exchange fluctuations of the net financial debt in foreign currencies of Orange SA excluding the hedging effects of the subordinated notes described above and of Orange Polska and Orange Egypt, and also shows the sensitivity of the entity to a 10% change in the foreign exchange rates of the currencies to which it is exposed. Orange SA isand Orange Egypt are the entityentities bearing the majormain foreign exchange risk, including internal operations whichtransactions that generate a net foreign exchange gain or loss in the consolidated financial statements.Consolidated Financial Statements.

Exposure in currency units (1)

Sensitivity analysis

Exposure in currency units

Sensitivity analysis

(in millions of currency units)

EUR

USD

GBP

PLN

CHF

Total

10% gain in

10% loss in

EUR

USD

GBP

PLN

CHF

Total

10% gain in

10% loss in

    

    

    

    

    

translated

  

euro

    

euro

    

    

    

    

    

translated

  

euro

    

euro

Orange SA

 

 

1

 

(17)

1

(5)

 

(24)

 

2

 

(3)

 

 

1

 

2

1

 

3

 

 

Orange Polska

(146)

(7)

(151)

14

(17)

(121)

(6)

(127)

12

(14)

Total (euros)

 

(146)

 

(5)

 

(20)

0

(5)

 

(176)

 

  

 

  

Orange Egypt

(101)

(95)

9

(11)

Total (currencies)

 

(121)

 

(106)

 

2

1

 

(218)

 

  

 

  

(1)Excluding FX hedge of subordinated notes denominated in pounds sterling.

Foreign exchange risk to assets

Due to its international presence, the Orange Group’sgroup’s statement of financial position is exposed to foreign exchange fluctuations, as these affect the translation of subsidiaries’the assets of subsidiaries and equity interestsshareholdings denominated in foreign currencies. The currencies concerned are mainly the pound sterling, the zloty, the Egyptian pound, the US dollar, the Jordanian dinar and the Moroccan dirham.

To hedge its largest foreign asset exposures, Orange has issued debt in the relevant currencies.

The amounts presented below take into account the activities of Mobile Financial Services (activities mainlyactivities (mainly in euros).

Contribution to consolidated net assets

Sensitivity analysis

Contribution to consolidated net assets

Sensitivity analysis

EUR

USD

GBP

PLN

EGP

JOD

MAD

Other

Total

10%

10%

EUR

USD

GBP

PLN

EGP

JOD

MAD

Other

Total

10%

10%

(in millions of euros)

currencies

gain in

loss in

currencies

gain in

loss in

    

    

    

    

    

    

    

    

 

euro

    

euro

    

    

    

    

    

    

    

    

 

euro

    

euro

Net assets excluding net debt (a) (2)(1)

 

49,817

 

58

 

(478)

(1)

3,203

 

1,059

558

 

963

 

4,451

 

59,630

 

(892)

 

1,090

 

50,056

 

224

 

70

3,388

 

781

541

 

925

 

4,269

 

60,254

 

(927)

 

1,133

Net debt by currency including derivatives (b) (3)(2)

 

(23,451)

 

215

 

564

(4)

(815)

 

(155)

(92)

 

(401)

 

(135)

 

(24,269)

 

74

 

(91)

 

(24,178)

 

147

 

5

(3)

(856)

 

(112)

(8)

 

(393)

 

96

 

(25,298)

 

102

 

(124)

Net assets by currency (a) + (b)

 

26,366

 

274

 

86

 

2,388

(5)

904

465

 

562

 

4,316

 

35,361

 

(818)

 

999

 

25,878

 

371

 

74

 

2,532

(4)

669

533

 

533

 

4,366

 

34,956

 

(825)

 

1,009

(1)Negative net asset correspond mainly to subordinated notes in pounds sterling.
(2)Excluding components of net financial debt.
(3)(2)Net financial debt as defined and used by Orange does not take into account Mobile Financial Services activities, for which this concept is not relevant (see Note 13.3).
(4)(3)Of which economic hedge of subordinated notes denominated in pounds sterling for 42639 million pounds sterling (i.e. 50744 million euros).
(5)(4)Share of net assets attributable to owners of the parent company in zlotys amounts to 1,2101,283 million euros.

Consolidated financial statements 20212022

F-102105

Due to its international presence, the Orange Groupgroup income statement is also exposed to risk arising from changes in foreign exchange rates due to the conversion, in the consolidated financial statements, of its foreign subsidiaries’ financial statements.

(in millions of euros)

Contribution to consolidated financial income statement

 

Contribution to consolidated financial income statement

 

    

EUR

    

USD

    

GBP

    

PLN

    

EGP

    

JOD

    

MAD

    

Other

    

Total

    

10% gain

    

10% loss

 

    

EUR

    

USD

    

GBP

    

PLN

    

EGP

    

JOD

    

MAD

    

Other

    

Total

    

10% gain

    

10% loss

 

currencies

in euro

in euro

currencies

in euro

in euro

 

 

Revenue

31,501

1,035

284

2,578

949

389

634

5,153

42,522

(1,002)

1,225

31,400

1,134

282

2,630

977

456

672

5,919

43,471

(1,097)

1,341

EBITDAaL

 

9,354

 

206

 

39

 

653

 

285

156

 

162

 

1,712

 

12,566

 

(292)

 

357

 

9,389

 

183

 

7

 

652

 

360

214

 

202

 

1,956

 

12,963

 

(325)

 

397

Operating income

 

584

 

152

 

21

 

497

 

97

70

 

17

 

1,085

 

2,521

 

(176)

 

215

 

2,798

 

192

 

(14)

 

255

 

178

114

 

61

 

1,216

 

4,801

 

(182)

 

223

14.3    Liquidity risk management

Diversification of sources of funding

Orange has diversified sources of funding:

  regular issues in the bondsbond markets;

  occasional financing through loans from multilateral or development lending institutions;

  issues in the short-term securities markets under the NEU Commercial Paper program (Negotiable European Commercial paper,Paper, formerly called "commercial paper");

  on December 21, 2016,On November 23, 2022, Orange had entered intosigned with 27 international banks a 6 billion euro syndicated loan with 24 international banks in ordermulti-currency revolving credit facility indexed on environmental and social indicators, to refinance the previousits syndicated loancredit facility maturing in January 2018. TheDecember 2023. This sustainable refinancing illustrates the Group's environmental, social and governance (ESG) commitments, with an indexation of the margin to the achievement of objectives relating to CO2 emissions (scopes 1 & 2, scope 3), in line with Orange’s goal of being Net Zero Carbon by 2040, and to gender diversity within its workforce. This new loan, with initial maturityfacility, initially maturing in December 2021,November 2027, includes 2two options to extend for one more year each, exercisable by Orange and subject to the banks’ approval. Orange exercised both of its options, the first one in 2017 and the second in 2018, allowing it, after agreement of the lenders, to extend the initial maturity first until December 2022 and then December 2023.

Liquidity of investments

Orange invests its cash surpluses in cash equivalents that meet IAS 7 cash equivalent criteria or inat fair value investments (negotiable debt securities, bonds with a maturity of no more than two years, UCITS and term deposits). These investments prioritize minimizing the risk of capital loss over performance.

Cash, cash equivalents and fair value investments are held mainly in France and other European Union countries, which are not subject to restrictions on convertibility or exchange controls.

Smoothing debt maturities

The policy followed by Orange is to apportion thedebt maturities of debt evenly over the years to come.

The following table shows undiscounted future cash flows for each financial liability shown on the statement of financial position. The key assumptions used in this schedule are:

  amounts in foreign currencies are translated into euroeuros at the year-end closing rate;

  future variable-rate interest is based on the last fixed coupon, unless a better estimate is available;

  TDIRATDIRAs being necessarily redeemable in new shares, no redemption is taken into account in the maturity analysis. In addition, as the interest payable on the bonds is due over an undetermined period of time (see Note 13.4) therefore,, only interest payable for the first period is included (including interest payments for the other periods would not provide relevant information);

  the maturity datesmaturities of revolving credit facilitieslines are the contractual maturity dates;

  the “Other“Other items” (undated and non-cash items) reconcile, for financial liabilities not accounted for at fair value, the future cash flows and the balance in the statement of financial position.

Consolidated financial statements 20212022

F-103106

(in millions of euros)

    

Note

    

December 31, 

    

2022

    

2023

    

2024

    

2025

    

2026

    

2027 and

    

Other

2021

beyond

items (1)

TDIRA

 

13.4

 

636

 

3

 

 

 

 

 

 

633

Bonds

 

13.5

 

29,010

 

994

 

1,445

 

1,985

 

2,385

 

1,609

 

20,765

 

(172)

Bank loans and from development organizations and multilateral lending institutions

 

13.6

 

3,206

 

406

 

1,105

 

251

 

735

 

355

 

354

 

(1)

Debt relating to financed assets

 

13.3

 

245

 

74

 

81

 

64

 

24

 

2

 

 

Cash collateral received

 

13.3

 

389

 

389

 

 

 

 

 

 

NEU commercial papers(2)

 

13.3

 

1,457

 

1,457

 

 

 

 

 

 

Bank overdrafts

 

13.3

 

342

 

342

 

 

 

 

 

 

Other financial liabilities

 

13.3

 

64

 

43

 

2

 

1

 

1

 

1

 

16

 

Derivatives (liabilities)

 

13.3

 

285

 

116

 

61

 

 

11

 

 

99

 

Derivatives (assets)

 

13.3

 

(689)

 

(3)

 

(19)

 

(22)

 

(31)

 

(6)

 

(491)

 

Other Comprehensive Income related to unmatured hedging instruments

 

13.3

 

(192)

 

 

 

 

 

 

 

Gross financial debt after derivatives

 

  

 

34,751

 

3,821

 

2,675

 

2,280

 

3,125

 

1,960

 

20,742

 

459

Trade payables

 

  

 

11,163

 

9,793

 

239

 

113

 

110

 

486

 

421

 

Total financial liabilities (including derivatives assets)

 

  

 

45,914

 

13,614

(3)

2,913

 

2,394

 

3,235

 

2,447

 

21,163

 

459

Future interests on financial liabilities(4)

 

  

 

 

1,628

 

843

 

792

 

734

 

829

 

4,896

 

(in millions of euros)

    

Note

    

December 31, 

    

2023

    

2024

    

2025

    

2026

    

2027

    

2028

    

Other

2022

et au-delà

items (1)

TDIRA

 

13.4

 

638

 

6

 

 

 

 

 

 

633

Bonds

 

13.5

 

29,943

 

1,941

 

2,010

 

2,410

 

1,595

 

2,030

 

20,121

 

(164)

Bank loans and from development organizations and multilateral lending institutions

 

13.6

 

3,309

 

1,365

 

281

 

773

 

424

 

446

 

34

 

(15)

Debt relating to financed assets

 

13.3

 

316

 

85

 

91

 

67

 

48

 

24

 

 

Cash collateral received

 

13.3

 

1,072

 

1,072

 

 

 

 

 

 

NEU commercial papers(2)

 

13.3

 

1,004

 

1,001

 

 

 

 

 

 

3

Bank overdrafts

 

13.3

 

250

 

250

 

 

 

 

 

 

Other financial liabilities

 

13.3

 

105

 

92

 

1

 

 

 

 

11

 

Derivatives (liabilities)

 

13.3

 

386

 

93

 

 

30

 

 

 

50

 

Derivatives (assets)

 

13.3

 

(1,455)

 

(53)

 

(46)

 

(69)

 

(24)

 

(9)

 

(773)

 

Other Comprehensive Income related to unmatured hedging instruments

 

13.3

 

114

 

 

 

 

 

 

 

Gross financial debt after derivatives

 

  

 

35,684

 

5,852

 

2,337

 

3,212

 

2,044

 

2,493

 

19,443

 

456

Trade payables

 

  

 

11,552

 

10,071

 

217

 

192

 

168

 

408

 

495

 

Total financial liabilities (including derivatives assets)

 

  

 

47,236

 

15,923

(3)

2,554

 

3,404

 

2,212

 

2,901

 

19,938

 

456

Future interests on financial liabilities(4)

 

  

 

 

1,388

 

1,054

 

899

 

741

 

742

 

4,439

 

(1)Undated items: TDIRA notional. Non-cash items: amortized cost on bonds and bank loans, and discounting effect on long term trade payables.
(2)Negotiable European Commercial PapersPaper (formerly called "commercial papers"paper").
(3)Amounts presented for 2022 correspond to notional and accrued interests for 461470 million euros.
(4)Mainly future interests on bonds for 9,1998,844 million euros, on bank loans for 151110 million euros and on derivatives instruments for (1,279)(1,529) million euros.

The liquidity position is one of the indicators of financial position used by the Group. This aggregate, not defined by IFRS, may not be comparable to similarly entitledtitled indicators used by other groups.

At December 31, 2021,2022, the liquidity position of Orange’s telecomstelecom activities amounts to 16,64216,741 million euros and exceeds the repayment obligations of its gross financial debt in 2021.2023. It breaks down as follows:

Liquidity position

(in millions of euros)

GraphicGraphic

At December 31, 2021,2022, the Orange group'sgroup’s telecom activities had access to credit facilities in the form of bilateral credit lines and syndicated credit lines. Most of these lines bear interest at variable rates. AvailableThe available undrawn amount of the credit facilities amounts to 6,188is 6,394 million euros (including 6,000 million euros for Orange SA).

Cash equivalents amountedamount to 5,4793,178 million euros, mainly at Orange SA, for 4,925comprising 2,632 million euros inof UCITS 200and 150 million euros inof term deposits and 125 million euros in negotiable debt securities.deposits.

Investments at fair value amounted to 2,2664,500 million euros, exclusively at Orange SA, with 2,0294,128 million euros inof NEU Commercial Paper and 237357 million euros inof bonds.

Any specific contingent commitments in terms of financial ratios are presented in Note 14.4.

Due to its cash level and other immediately disposable investments, the Group is not dependent on the sale of receivables organized in certain countries (see Note 4.3).

Consolidated financial statements 20212022

F-104107

Change in Orange’s credit rating

Orange’s credit rating is an additional overall performance indicator used to assess the Group’s financial policy and risk management policy and, in particular, its solvency and liquidity risk. It is not a substitute for an analysis carried out by investors. Rating agencies regularly review the ratings they award. Any change in the rating could have an effect onaffect the cost of future financing or access to liquidity.

In addition, a change in Orange’s credit rating will, for certain outstanding financing, affect the compensationremuneration paid to investors:

–  Oneone Orange SA bond (see Note 13.5) with an outstanding amount of 2.5 billion dollars maturing in 2031 (equivalent to 2.22.3 billion euros at December 31, 2021)2022) is subject to a Step-upstep-up clause in the event that Orange’s credit rating changes. This clause was triggered in 2013 and early 2014: the coupon due in March 2014 was thus computedcalculated on the basis of an interest rate of 8.75% and. And since  then, the bond bearshas been bearing interest at the rate of 9%.;

  Thethe margin of the 6 billion euro syndicated credit line of 6 billion eurosfacility signed on December 21, 2016 might be modified in light of changesNovember 23, 2022 is subject to change depending on whether Orange’s credit rating upwardis raised or downward.lowered. At December 31, 2021, the2022, this credit facility was not drawn.undrawn.

At December 31, 2021,2022, neither Orange'sOrange’s credit ratingsrating nor theits outlook hadhas changed compared with December 31, 2020.2021.

    

Standard

    

Moody’s

    

Fitch

& Poor’s

Ratings

Long-term debt

 

BBB+

 

Baa1

 

BBB+

Outlook

 

Stable

 

Stable

 

Stable

Short-term debt

 

A2

 

P2

 

F2

14.4    Financial ratios

Main commitments with regard to financial ratios

Orange SA does not have any credit line or loan subject to specific covenant with regard to financial ratios.

Certain subsidiaries of Orange SA have pledged to comply with certain financial ratios related to indicators defined in the contracts with the banks. The breach of these ratios constitutes an event of default that can lead to early repayment of the line of credit or loan concerned.

The main obligationscommitments are as follows:

  Orange Egypt: in respect of bank financing contractsagreements signed in 2018 and 2022, of which the total nominal amount outstanding at December 31, 2021 was 2,4502022 is 1,750 million Egyptian pounds and 101 million US dollars (i.e. 137160 million euros), Orange Egypt mustis required to comply with a “net senior debt to reported EBITDA” ratio;

  Médi Telecom: in respect of its bank financing contractsagreements signed in 2012, 2014 and 2015, of which the total nominal amount outstanding at December 31, 2021 was 1,7552022 is 2,043 million Moroccan dirhams (i.e. 167183 million euros), Médi Telecom mustis required to comply with ratios relating to its “net financial debt”,debt,” “net financial debt/EBITDA” and “net equity”;equity;”

  Orange Côte d’Ivoire: in respect of its bank financing contractsagreements signed in 2016 and 2019, of which the total nominal amount outstanding at December 31, 2021 was 912022 is 71 billion CFA francs (i.e. 139252 million euros), Orange Côte d’Ivoire mustis required to comply with a “net debt to reported EBITDA” ratio;

  Orange Cameroon: in respect of its bank financing contractsagreements signed in 2015 and 2018, of which the total nominal amount outstanding at December 31, 2021 was 502022 is 23 billion CFA francs (i.e. 7635 million euros), Orange Cameroon mustis required to comply with a “net debt to reported EBITDA” ratio.

These ratios wereware complied with at December 31, 2021.2022.

Clauses related to instances of defaultDefault or material adverse changeschange clauses

Most of Orange’s financing agreements, notably including in particular the 6 billion euroseuro syndicated credit facility set up on December 21, 2016,November 23, 2022, as well as bond issues,bonds, are not subject to early redemption obligations in the event of a material adverse change or cross default provisions. Most of these contractsagreements include cross acceleration provisions.provisions, however. Thus, the mere occurrence of events of default in other financing agreements would not automatically trigger an accelerated repayment under such contracts.the aforementioned agreements.

14.5    Credit risk and counterparty risk management

The Group could be exposed to a concentration of counterparty risk in respect of its trade receivables, cash and cash equivalents, investments and derivatives.

Orange considers that it has limited concentration in counterparty risk with respect to trade receivables due to its large and diverse customer base (residential, professional and large business customers) operating in numerous industries and located in many French regions and foreign countries. The maximum value of the counterparty risk on these financial assets is equal to their recognized net bookcarrying value. An analysis of net trade receivables past due is provided in Note 4.3. For loans and other receivables, amounts past due but not provisioned are not material.

Orange SA is exposed to counterparty risk through its investments and derivatives. Therefore, it performs a strict selection of public, financial or industrial institutions in which it invests or with which it enters into derivativesderivative agreements. This selection takes particular note of the institutions' credit ratings. Therefore:

  Forfor each non-banking counterparty selected for investments, limits are set, based on the ratings and maturities of the investments.investments;

Consolidated financial statements 20212022

F-105108

  Forfor each bank counterparty bank selected for investments and for derivatives, limits are based on equity, rating, CDS (Credit Default Swap,(credit default swaps, an accurate indicator of potential default risk) as well as on periodic analyses carried out by the Treasury Department.Department;

  Theoreticaltheoretical limits and consumption limits are monitored and reported on a daily basis to the Group treasurer and the head of the trading room. These limits are adjusted regularly depending on credit events.

For derivatives, master agreements relating to financial instruments (French Banking Federation) are signed with all counterparties and provide for a net settlementthe netting of debtspayables and receivables, in case of failure of one of the parties, as well as forthe calculation of a final balance to be received or paid. These agreements include a CSA (Credit Support Annex) cash collateral clause that can lead to either a deposit (collateral paid) or collection (collateral received), on a daily basis. These payment amounts correspond to the change in the market value of all derivatives.

As a rule, investments are negotiated with high-grade banks. Exceptionally, subsidiaries occasionally deal with counterparties with the highest ratings available locally.

Effect of mechanisms to offset exposure to credit risk and counterparty risk of the derivatives

(in millions of euros)

    

December 31, 

    

December 31, 

    

December 31, 

    

December 31, 

    

December 31, 

    

December 31, 

2021

2020

2019

2022

2021

2020

Collateralised Derivatives (net) (a)

408

(520)

144

1,014

408

(520)

Fair value of collateralised derivatives assets

 

690

 

283

 

570

 

1,374

 

690

 

283

Fair value of collateralised derivatives liabilities

 

(282)

 

(803)

 

(426)

 

(360)

 

(282)

 

(803)

Amount of cash collateral paid/(received) (b)

(362)

611

(138)

(1,034)

(362)

611

Amount of cash collateral paid

 

27

 

642

 

123

 

38

 

27

 

642

Amount of cash collateral received

 

(389)

 

(31)

 

(261)

 

(1,072)

 

(389)

 

(31)

Residual exposure to counterparty risk (a) + (b) (1)

 

46

 

91

 

7

 

(20)

 

46

 

91

Non collateralised Derivatives (net)

(3)

10

(6)

55

(3)

10

Fair value of non collateralised derivatives assets

11

3

81

11

Fair value of non collateralised derivatives liabilities

(3)

(1)

(10)

(26)

(3)

(1)

(1)The residual exposure to counterparty risk is mainly due to a time difference between the valuation of derivatives at the closing date and the date on which the cash collateral exchanges were made.

ChangesThe change in net cash collateral received between 20202021 and 2021 stem2022 mainly fromreflects the appreciation of the US dollar and the depreciation of the pound sterling against the euro.

Sensitivity analysis of cash collateral to changes in market interest rates and exchange rates

A change in market rates (mainly euro)euros) of +/-1%-1% would affect the fair value of derivatives hedging interest rate hedging derivativesrisk as follows:

(in millions of euros)

    

Rate decrease of 1%

    

Rate increase of 1%

    

Rate decrease of 1%

    

Rate increase of 1%

Change of fair value of derivatives

 

(1,221)

 

1,224

 

(821)

 

820

 

Rate decrease of 1%

Rate increase of 1%

 

Rate decrease of 1%

Rate increase of 1%

Amount of cash collateral received (paid)

 

1,221

 

(1,224)

Amount of cash collateral paid (received)

 

821

 

(820)

The effects of aA 10% increase or decrease in the euro exchange rate onwould affect the fair value of derivatives hedging foreign exchange risk would be as follows:

(in millions of euros)

    

10% loss in euro

    

10% gain in euro

    

10% loss in euro

    

10% gain in euro

Change of fair value of derivatives

 

1,405

 

(1,149)

 

1,302

 

(1,065)

 

10% loss in euro

 

10% gain in euro

 

10% loss in euro

 

10% gain in euro

Amount of cash collateral received (paid)

 

(1,405)

 

1,149

 

(1,302)

 

1,065

14.6Commodity risk management (energy contracts)

The majority of the Group’s electricity needs are met through fixed-price or indexed forward purchase contracts, depending on the situation. In accordance with IFRS 9, contracts entered into on non-financial assets (electricity) to meet the normal business needs of the company and used solely for its business, rather than for speculation or arbitrage on energy price fluctuations, are not considered derivatives. The Group’s commitments under those contracts are presented as off-balance sheet commitments in Note 16.1.

To meet its commitments in terms of Net Zero Carbon by 2040, the Group enters into Power Purchase Agreements for electricity generated by renewable sources. These contracts may be physical (with physical delivery of electricity and therefore not leading to the recognition of derivative instruments), or virtual.. Energy supply is achieved through a portfolio of contracts mixing PPA, Solar/Energy As A Service, power purchase contracts with different terms (market), and supply contracts (aggregation and distribution).

The Group is considering Virtual Power Purchase Agreements (VPSAs). These contracts result in the recognition of derivatives at fair value through profit or loss since there is no physical delivery of electricity. At December 31, 2022, the Group only has one Virtual Power Purchase Agreement in Poland. This contract is the subject of a cash flow hedge, the ineffective portion of which has a direct impact on the income statement. Fluctuations in the fair value of the effective portion of the hedge are recognized in other comprehensive income (see Note 13.8.2).

14.7    Equity market risk

Orange SA hadhas no call options to purchaseon its own shares and no commitments for forward purchasepurchases of shares and atshares. At December 31, 2021,2022, it held 2,009,5001,965,171 treasury shares. Orange SA owns subsidiaries listed on equity markets whose share value may be affected by general trends in these markets. In particular, the market value of these listed subsidiaries’ shares is one of the measurement variables used in impairment testing.

The mutual funds (UCITS)UCITS in which Orange invests for cash management purposes contain nodo not hold equities.

The Orange group is also exposed to equity risk through certainsome of its retirement plan assets (see Note 6.2).

At December 31, 2021,2022, the Group wasis not significantlymaterially exposed to market risk on the shares of listed companies. The Group’s prior exposure had been significantly reduced in 2019, with the disposal in June 2019 of its residual 2.49% stake in the share capital of BT (see Note 13.7).

Consolidated financial statements 20212022

F-106109

14.714.8    Capital management

Orange SA and its non-financial subsidiaries are not subject to regulatory requirements related to equity (other than the usual standards applicable to any commercial company).

Its financial subsidiaries (like electronic money institutions) are subject to regulatory equity requirements specific to their sector and jurisdiction.

Like any company, Orange manages its financial resources (both equity and net financial debt) as part of a balanced financial policy, aiming to ensure flexible access to capital markets, including for the purpose of selectively investing in development projects, and to provide a return to shareholders.

In terms of net financial debt (see Note 13.3), this policy translates into liquidity management as described in Note 14.3 and a specific attention to credit ratings assigned by rating agencies.

This policy is also reflected, in some markets, by the presence of minority shareholders in the capital of subsidiaries controlled by Orange. This serves to limit the Group’s debt while providing a benefit from the presence of local shareholders.

14.814.9    Fair value of financial assets and liabilities

The market value of the net financial debt carried by Orange is estimated at 31.523.8 billion euros at December 31, 2021,2022, for a bookcarrying value of 24.325.3 billion euros.

(in millions of euros)

December 31, 2021

Note

Classification

Book

Estimated

Level 1

Level 2

Level 3

under IFRS 9 (1)

value

fair

and

value

cash

Trade receivables

    

    

AC

    

6,040

    

6,040

    

    

6,040

    

Financial assets

 

13.7

 

  

 

3,291

 

3,291

 

55

 

2,859

 

377

Equity securities

 

  

 

FVOCI

 

432

 

432

 

55

 

 

377

Equity securities

 

  

 

FVR

 

203

 

203

 

 

203

 

Investments at fair value

 

  

 

FVR

 

2,266

 

2,266

 

 

2,266

 

Cash collateral paid

 

  

 

FVR

 

27

 

27

 

 

27

 

Financial assets at amortized cost

 

  

 

AC

 

363

 

363

 

 

363

 

Cash and Cash equivalents

 

13.3

 

  

 

8,188

 

8,188

 

8,188

 

 

Cash

 

  

 

AC

 

2,709

 

2,709

 

2,709

 

 

Cash equivalents

 

  

 

FVR

 

5,479

 

5,479

 

5,479

 

 

Trade payables

 

 

AC

 

(11,163)

 

(11,163)

 

 

(11,163)

 

Financial liabilities

 

13.3

 

  

 

(35,348)

 

(42,534)

 

(33,058)

 

(9,466)

 

(9)

Financial debts

 

 

AC

 

(35,339)

 

(42,524)

 

(33,058)

 

(9,466)

 

Other

 

  

 

FVR

 

(9)

 

(9)

 

 

 

(9)

Derivatives (net amount) (2)

 

13.8

 

  

 

405

 

405

 

 

405

 

(in millions of euros)

December 31, 2022

Note

Classification

Book

Estimated

Level 1

Level 2

Level 3

under IFRS 9 (1)

value

fair

and

value

cash

Trade receivables

    

    

AC

    

6,237

    

6,237

    

    

6,237

    

Financial assets

 

13.7

 

  

 

5,545

 

5,545

 

65

 

5,124

 

355

Equity securities

 

  

 

FVOCI

 

421

 

421

 

65

 

 

355

Equity securities

 

  

 

FVR

 

205

 

205

 

 

205

 

Investments at fair value

 

  

 

FVR

 

4,500

 

4,500

 

 

4,500

 

Cash collateral paid

 

  

 

FVR

 

38

 

38

 

 

38

 

Financial assets at amortized cost

 

  

 

AC

 

381

 

381

 

 

381

 

Cash and Cash equivalents

 

13.3

 

  

 

5,846

 

5,846

 

5,846

 

 

Cash

 

  

 

AC

 

2,668

 

2,668

 

2,668

 

 

Cash equivalents

 

  

 

FVR

 

3,178

 

3,178

 

3,178

 

 

Trade payables

 

 

AC

 

(11,551)

 

(11,551)

 

 

(11,551)

 

Financial liabilities

 

13.3

 

  

 

(36,638)

 

(35,121)

 

(27,681)

 

(7,432)

 

(8)

Financial debts

 

 

AC

 

(36,630)

 

(35,113)

 

(27,681)

 

(7,432)

 

Other

 

  

 

FVR

 

(8)

 

(8)

 

 

 

(8)

Derivatives (net amount) (2)

 

13.8

 

  

 

1,069

 

1,069

 

 

1,069

 

(1)“AC" stands for "amortized cost," "FVR " stands for "fair value through profit or loss," "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss."
(2)The classification for derivatives depends on their hedging qualification.

The table below provides an analysis of the change in level 3 market values for financial assets and liabilities measured at fair value in the statement of financial position.

(in millions of euros)

    

Equity securities

    

Financial

 

    

Equity securities

    

Financial

 

liabilities at fair

 

liabilities at fair

 

value through

 

value through

 

profit or loss, excluding

 

profit or loss, excluding

 

derivatives

 

derivatives

 

Level 3 fair values at December 31, 2020

247

(14)

 

Level 3 fair values at December 31, 2021

377

(9)

 

Gains (losses) taken to profit or loss

 

 

4

 

(36)

 

1

Gains (losses) taken to other comprehensive income

 

52

 

 

19

 

Acquisition (sale) of securities

 

80

 

 

(7)

 

Other

(1)

2

Level 3 fair values at December 31, 2021

 

377

 

(9)

Level 3 fair values at December 31, 2022

 

355

 

(8)

Consolidated financial statements 20212022

F-107110

The market value of the net financial debt carried by Orange is estimated at 31.5 billion euros at December 31, 2021, for a book value of 24.3 billion euros.

(in millions of euros)

December 31, 2021

    

Note

    

Classification

    

Book

    

Estimated

    

Level 1

    

Level 2

    

Level 3

under IFRS 9

value

fair value

and cash

Trade receivables

 

 

AC

 

6,040

 

6,040

 

 

6,040

 

Financial assets

 

13.7

 

  

 

3,291

 

3,291

 

55

 

2,859

 

377

Equity securities

 

  

 

FVOCI

 

432

 

432

 

55

 

 

377

Equity securities

 

  

 

FVR

 

203

 

203

 

 

203

 

Investments at fair value

 

  

 

FVR

 

2,266

 

2,266

 

 

2,266

 

Cash collateral paid

 

  

 

FVR

 

27

 

27

 

 

27

 

Financial assets at amortized cost

 

  

 

AC

 

363

 

363

 

 

363

 

Cash and Cash equivalents

 

13.3

 

  

 

8,188

 

8,188

 

8,188

 

 

Cash

 

  

 

AC

 

2,709

 

2,709

 

2,709

 

 

Cash equivalents

 

  

 

FVR

 

5,479

 

5,479

 

5,479

 

 

Trade payables

 

 

AC

 

(11,163)

 

(11,163)

 

 

(11,163)

 

Financial liabilities

 

13.3

 

  

 

(35,348)

 

(42,534)

 

(33,058)

 

(9,466)

 

(9)

Financial debts

 

  

 

AC

 

(35,339)

 

(42,524)

 

(33,058)

 

(9,466)

 

Other

 

  

 

FVR

 

(9)

 

(9)

 

 

 

(9)

Derivatives (net amount)

 

13.8

 

  

 

405

 

405

 

 

405

 

The market value of the net financial debt carried by Orange was estimated at 30.1 billion euros at December 31, 2020, for a book value of 23.5 billion euros.

(in millions of euros)

December 31, 2020

    

Note

    

Classification

    

Book

    

Estimated

    

Level 1

    

Level 2

    

Level 3

under IFRS 9

value

fair value

and cash

Trade receivables

 

 

AC

 

5,645

 

5,645

 

 

5,645

 

Financial assets

 

13.7

 

  

 

4,803

 

4,803

 

185

 

4,372

 

247

Equity securities

 

  

 

FVOCI

 

431

 

431

 

185

 

 

247

Equity securities

 

  

 

FVR

 

141

 

141

 

 

141

 

Investments at fair value

 

  

 

FVR

 

3,206

 

3,206

 

 

3,206

 

Cash collateral paid

 

  

 

FVR

 

642

 

642

 

 

642

 

Financial assets at amortized cost

 

  

 

AC

 

382

 

382

 

 

382

 

Cash and Cash equivalents

 

13.3

 

  

 

7,891

 

7,891

 

7,891

 

 

Cash

 

  

 

AC

 

2,751

 

2,751

 

2,751

 

 

Cash equivalents

 

  

 

FVR

 

5,140

 

5,140

 

5,140

 

 

Trade payables

 

 

AC

 

(11,051)

 

(11,051)

 

 

(11,051)

 

Financial liabilities

 

13.3

 

  

 

(35,260)

 

(41,884)

 

(34,708)

 

(7,162)

 

(14)

Financial debts

 

  

 

AC

 

(35,247)

 

(41,870)

 

(34,708)

 

(7,162)

 

Bonds at fair value

 

  

 

FVR

 

 

 

 

 

Other

 

  

 

FVR

 

(14)

 

(14)

 

 

 

(14)

Derivatives (net amount)

 

13.8

 

  

 

(510)

 

(510)

 

 

(510)

 

The market value of the net financial debt carried by Orange was estimated at 30.8 billion euros at December 31, 2019, for a book value of 25.5 billion euros.

December 31, 2019

December 31, 2020

(in millions of euros)

    

Note

    

Classification

    

Book

    

Estimated

    

Level 1

    

    

    

Note

    

Classification

    

Book

    

Estimated

    

Level 1

    

    

under IFRS 9

value

fair value

and cash

Level 2

Level 3

under IFRS 9

value

fair value

and cash

Level 2

Level 3

Trade receivables

 

 

AC

 

5,343

 

5,343

 

 

5,343

 

 

 

AC

 

5,645

 

5,645

 

 

5,645

 

Financial assets

 

13.7

 

  

 

6,001

 

6,002

 

79

 

5,725

 

198

 

13.7

 

  

 

4,803

 

4,803

 

185

 

4,372

 

247

Equity securities

 

  

 

FVOCI

 

277

 

277

 

79

 

 

198

 

  

 

FVOCI

 

431

 

431

 

185

 

 

247

Equity securities

 

  

 

FVR

 

133

 

134

 

 

134

 

 

  

 

FVR

 

141

 

141

 

 

141

 

Investments at fair value

 

  

 

FVR

 

4,696

 

4,696

 

 

4,696

 

 

  

 

FVR

 

3,206

 

3,206

 

 

3,206

 

Cash collateral paid

 

  

 

FVR

 

123

 

123

 

 

123

 

 

  

 

FVR

 

642

 

642

 

 

642

 

Financial assets at amortized cost

 

  

 

AC

 

772

 

772

 

 

772

 

 

  

 

AC

 

382

 

382

 

 

382

 

Cash and Cash equivalents

 

13.3

 

  

 

6,112

 

6,112

 

6,112

 

 

 

13.3

 

  

 

7,891

 

7,891

 

7,891

 

 

Cash

 

  

 

AC

 

2,462

 

2,462

 

2,462

 

 

 

  

 

AC

 

2,751

 

2,751

 

2,751

 

 

Cash equivalents

 

  

 

FVR

 

3,651

 

3,651

 

3,651

 

 

 

  

 

FVR

 

5,140

 

5,140

 

5,140

 

 

Trade payables

 

 

AC

 

(10,246)

 

(10,246)

 

 

(10,246)

 

 

 

AC

 

(11,051)

 

(11,051)

 

 

(11,051)

 

Financial liabilities

 

13.3

 

  

 

(37,076)

 

(42,455)

 

(34,554)

 

(7,837)

 

(64)

 

13.3

 

  

 

(35,260)

 

(41,884)

 

(34,708)

 

(7,162)

 

(14)

Financial debts

 

  

 

AC

 

(37,007)

 

(42,386)

 

(34,554)

 

(7,811)

 

(21)

 

  

 

AC

 

(35,247)

 

(41,870)

 

(34,708)

 

(7,162)

 

Bonds at fair value

 

  

 

FVR

 

(26)

 

(26)

 

 

(26)

 

Other

 

  

 

FVR

 

(43)

 

(43)

 

 

 

(43)

 

  

 

FVR

 

(14)

 

(14)

 

 

 

(14)

Derivatives (net amount)

 

13.8

 

  

 

138

 

138

 

 

138

 

 

13.8

 

  

 

(510)

 

(510)

 

 

(510)

 

Accounting policies

The fair values of financial assets and liabilities measured at fair value in the statement of financial position have been classified based on the three hierarchy levels:

  level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

  level 2: inputs that are observable for the asset or liability, either directly or indirectly;

  level 3: unobservable inputs for the asset or liability.

The fair value of the financial assets at fair value through other comprehensive income ("FVOCI" and "FVOCIR") is the quoted price at year-end for listed securities and, for non-listed securities, uses a valuation technique determined according to the most appropriate financial criteria in each case (comparable transactions, multiples for comparable companies, shareholders’ agreement, discounted present value of future cash flows).

For financial assets at amortized cost ("AC"), the Group considers that the bookcarrying value of cash, trade receivables and various deposits provideprovides a reasonable approximation of fair value, due to the high liquidity of these elements.items.

Consolidated financial statements 20212022

F-108111

Among financial assets at fair value through profit or loss ("FVR"), with respect to very short-term investments such as deposits, deposit certificates, of deposit, commercial paper or negotiable debt securities, the Group considers that the nominalpar value of the investment and any related accrued interest represent a reasonable approximation of fair value.

The fair value of mutual funds (UCITS)UCITS is the latest net asset value.

The fair value of equity securities is the quoted price at year-end for listed securities and, for non-listed securities, uses a valuation technique determined according to the most appropriate financial criteria in each case (comparable transactions, multiples for comparable companies, shareholders’ agreement, discounted present value of future cash flows).

For financial liabilities at amortized cost (“AC”) the fair value of financial liabilities is determined using:

  the quoted price for listed instruments (a detailed analysis is performed in the case of a material decrease in liquidity to evidence whether the observed price corresponds to the fair value; otherwise the quoted price is adjusted).;

  the present value of estimated future cash flows, discounted using rates observed by the Group at the end of the period for other instruments. The results calculated using the internal valuation model are systematically benchmarked with the values provided by Bloomberg.

The Group considers the bookcarrying value of trade payables and deposits received from customers to be a reasonable approximation of fair value, due to the high liquidity of these elements.items.

The fair value of long-term trade payables is the value of future cash flows discounted at the interest rates observed by the Group at the end of the period.

Financial liabilities at fair value through profit or loss (“FVR”) mainly concern firm or contingent commitments to purchase non-controlling interests. Their fair value is measured in accordance with the provisions of the contractual agreements. When the commitment is based on a fixed price, a discounted value is retained.

The fair value of derivatives, mostly traded over-the-counter,over the counter, is determined using the present value of estimated future cash flows, discounted using the interest rates observed by the Group at the end of the period. The results calculated using the internal valuation model are consistently benchmarked with the values provided by bank counterparties and Bloomberg.

When there are no reliable market data which identify the probability of default, the CVA (Credit Value Adjustment)(credit value adjustment) and the DVA (Debit Value Adjustment)(debit value adjustment) are measured based on historical default charts and CDS (Credit Default Swap)(credit default swap) trends. Counterparty credit risk and the Group’s own specific default risk are also continuously monitored based on the monitoring of debt security credit spreads on the secondary market and other market information. Given the implementation of collateralization, and based on counterparty policies and the management of the indebtedness and liquidity risk described in Note 14, CVA and DVA estimates are not material compared towith the measurement of the related financial instruments.

Note 15    Equity

At December 31, 2021,2022, Orange SA’s share capital, based on the number of issued shares at this date, amounted to 10,640,226,396 euros, divided into 2,660,056,599 ordinary shares with a par value of 4 euros each.

At December 31, 2021,2022, the share capital and voting rights of Orange SA broke down as follows:

GraphicGraphic

15.1    Changes in share capital

NaNNo new shares were issued during the 20212022 fiscal year.

Consolidated financial statements 20212022

F-109112

15.2    Treasury shares

As authorized by the Shareholders’ Meeting of May 18, 2021,19, 2022, the Board of Directors instituted a new share buyback program (the 20212022 Buyback Program) and canceled the 20202021 Buyback Program, with immediate effect. This authorization is granted for a period of 18 months as from the aforementioned Shareholders’ Meeting. The 20212022 Buyback Program is described in the Orange Universal Registration Document (URD) filed with the French Financial Markets Authority (Autorité des marchés financiers – AMF) on March 17, 2021.

During the 2021 fiscal year, Orange bought and delivered treasury shares to the beneficiaries of the “Together 2021” Employee Offering. At the same time, share buybacks were carried out by Orange mainly in respect of the free share award plans (Long Term Incentive Plan – LTIP) LTIP 2019-2021, 2020-2022 and 2021-2023 and in particular to service the delivery of LTIP 2019-2021 (see Note 6.3).

At December 31, 2021, the Company held 2,009,500 treasury shares (exclusively under the LTIP 2019-2021, 2020-2022 and 2021-2023 free share award plans).2022.

(in number of shares)

    

December 31,

    

December 31,

    

December 31,

 2022

 2021

 2020

Free share award plans(1)

 

1,285,171

 

2,009,500

 

1,095,099

Liquidity contract

 

680,000

 

 

170,000

Total treasury shares

 

1,965,171

 

2,009,500

 

1,265,099

(1)During the fiscal year 2021, Orange bought back and delivered treasury shares to the beneficiaries of the Together 2021 Employee Shareholding Plan. At the same time, Orange repurchased shares mainly under the Long-Term Incentive Plans (LTIP) (see Note 6.3).

At December 31, 2020, the Company held 1,265,099 treasury shares (of which 170,000 shares in respect of the liquidity contract and 1,095,099 in respect of the LTIP 2018-2020, 2019-2021 and 2020-2022 free share award plans).

At December 31, 2019, the Company held 9,742,968 treasury shares (of which 853,500 shares in respect of the liquidity contract and 8,889,468 in respect of the Orange Vision 2020 and LTIP 2018-2020 and 2019-2021 free share award plans).

Accounting policies

Treasury shares are recorded as a deduction from equity, at acquisition cost. Gains and losses arising from the sale of treasury shares are recognized in consolidated reserves, net of tax.

15.3    Dividends

Full Year

    

Approved by

    

Description

    

Dividend

    

Payout date

    

How paid

    

Total

    

Approved by

    

Description

    

Dividend

    

Payout date

    

Payment

    

Total

per share

(in millions

per share

method

(in millions

(in euro)

of euros)

(in euro)

of euros)

2022

 

Board of Directors Meeting on July 27, 2022

 

2022 interim dividend

 

0.30

 

December 7, 2022

 

Cash

 

797

 

Shareholders' Meeting on May 19, 2022

 

Balance for 2021

 

0.40

 

June 9, 2022

 

Cash

 

1,063

Total dividends paid in 2022

Total dividends paid in 2022

 

1,861

2021

 

Board of Directors Meeting on July 28, 2021

 

2021 interim dividend

 

0.30

 

December 15, 2021

 

Cash

 

797

 

Board of Directors Meeting on July 28, 2021

 

2021 interim dividend

 

0.30

 

December 15, 2021

 

Cash

 

797

 

Shareholders' Meeting on May 18, 2021

 

Balance for 2020

 

0.50

 

June 17, 2021

 

Cash

 

1,330

 

Shareholders' Meeting on May 18, 2021

 

Balance for 2020

 

0.50

 

June 17, 2021

 

Cash

 

1,330

Total dividends paid in 2021

Total dividends paid in 2021

 

2,127

Total dividends paid in 2021

 

2,127

2020

 

Board of Directors Meeting on October 28, 2020

 

2020 interim dividend

 

0.40

 

December 9, 2020

 

Cash

 

1,064

 

Board of Directors Meeting on October 28, 2020

 

2020 interim dividend

 

0.40

 

December 9, 2020

 

Cash

 

1,064

 

Shareholders' Meeting on May 19, 2020

 

Balance for 2019

 

0.20

 

June 4, 2020

 

Cash

 

532

 

Shareholders' Meeting on May 19, 2020

 

Balance for 2019

 

0.20

 

June 4, 2020

 

Cash

 

532

Total dividends paid in 2020

Total dividends paid in 2020

 

1,595

Total dividends paid in 2020

 

1,595

2019

 

Board of Directors Meeting on July 24, 2019

 

2019 interim dividend

 

0.30

 

December 4, 2019

 

Cash

 

796

 

Board of Directors Meeting on July 24, 2019

 

2019 interim dividend

 

0.30

 

December 4, 2019

 

Cash

 

796

 

Shareholders' Meeting on May 21, 2019

 

Balance for 2018

 

0.40

 

June 6, 2019

 

Cash

 

1,061

 

Shareholders' Meeting on May 21, 2019

 

Balance for 2018

 

0.40

 

June 6, 2019

 

Cash

 

1,061

Total dividends paid in 2019

Total dividends paid in 2019

 

1,857

Total dividends paid in 2019

 

1,857

2018

 

Board of Directors Meeting on July 25, 2018

 

2018 interim dividend

 

0.30

 

December 6, 2018

 

Cash

 

796

 

Shareholders' Meeting on May 4, 2018

 

Balance for 2017

 

0.40

 

June 7, 2018

 

Cash

 

1,064

Total dividends paid in 2018

 

1,860

The amount available to provide a return to shareholders in the form of dividends is calculated on the basis of the total net income and retained earnings, under French GAAP, of the entity Orange SA, the Group’s parent company.

Consolidated financial statements 20212022

F-110113

15.4    Subordinated notes

Nominal value of subordinated notes

Issues and purchasesrepurchases of subordinated notes are presented below:

Initial issue date

    

Initial

    

Initial

    

Initial

    

Rate

    

December 

    

Issue

    

December 

    

Issue

    

December 

    

Residual

    

Initial

    

Initial

    

Initial

    

Rate

    

December 

    

Issue

    

December 

    

Issue

    

December 

    

Residual

nominal

nominal

 currency

31, 2019

Redemp-

31, 2020

Redemp-

31, 2021

 nominal 

nominal

nominal

 currency

31, 2020

Redemp-

31, 2021

Redemp-

31, 2022

 nominal 

value

value

(in millions

tion

(in millions

tion

(in millions 

value

value

value

(in millions

tion

(in millions

tion

(in millions 

value

(in millions

(in millions

 of euros)

 of euros)

of euros)

(in millions 

(in millions

(in millions

 of euros)

 of euros)

of euros)

(in millions 

of currency)

of euros)

of currency)

of currency)

of euros)

of currency)

2/7/2014

 

1,000

 

1,000

 

EUR

 

4.25

%  

 

 

 

 

 

 

1,000

 

1,000

 

EUR

 

4.25

%  

 

 

 

 

 

2/7/2014

 

1,000

 

1,000

 

EUR

 

5.25

%  

1,000

 

 

1,000

 

 

1,000

 

1,000

 

1,000

 

1,000

 

EUR

 

5.25

%  

1,000

 

 

1,000

 

 

1,000

 

1,000

2/7/2014

 

650

 

782

 

GBP

 

5.88

%  

782

 

(268)

 

514

 

(514)

 

 

 

650

 

782

 

GBP

 

5.88

%  

514

 

(514)

 

 

 

 

10/1/2014

 

1,000

 

1,000

 

EUR

 

4.00

%  

500

 

(382)

 

118

 

(118)

 

 

 

1,000

 

1,000

 

EUR

 

4.00

%  

118

 

(118)

 

 

 

 

10/1/2014

 

1,250

 

1,250

 

EUR

 

5.00

%  

1,250

 

 

1,250

 

 

1,250

 

1,250

 

1,250

 

1,250

 

EUR

 

5.00

%  

1,250

 

 

1,250

 

 

1,250

 

1,250

10/1/2014

 

600

 

771

 

GBP

 

5.75

%  

771

 

(50)

 

721

 

(174)

 

547

 

426

 

600

 

771

 

GBP

 

5.75

%  

721

 

(174)

 

547

 

(547)

 

 

4/15/2019

 

1,000

 

1,000

 

EUR

 

2.38

%  

1,000

 

 

1,000

 

 

1,000

 

1,000

 

1,000

 

1,000

 

EUR

 

2.38

%  

1,000

 

 

1,000

 

 

1,000

 

1,000

9/19/2019

 

500

 

500

 

EUR

 

1.75

%  

500

 

 

500

 

 

500

 

500

 

500

 

500

 

EUR

 

1.75

%  

500

 

 

500

 

 

500

 

500

10/15/2020

700

700

EUR

1.75

%

700

700

700

700

700

700

EUR

1.75

%

700

700

700

700

5/11/2021

 

500

 

500

 

EUR

 

1.38

%  

 

 

 

500

 

500

 

500

 

500

 

500

 

EUR

 

1.38

%  

 

500

 

500

 

 

500

 

500

Issues and purchases of subordinated notes

Issues and purchases of subordinated notes

 

5,803

 

5,803

(306)

 

5,497

Issues and purchases of subordinated notes

 

5,803

(306)

 

5,497

(547)

 

4,950

All notes, listed on Euronext Paris, are deeply subordinated notes (senior compared to ordinary shares) i.e. : the holders will only be remunerated (whether for the nominal, interest or any other amount) after all other creditors, including holders of participating loans and securities, simply subordinated or not, representing a claim on Orange.

At each interest payment date, remuneration may be either paid or deferred, at the option of the issuer. Deferred coupons are capitalized and become due and payable in full under certain circumstances defined contractually and under the control of Orange.

Gains (losses) on disposal, premiums and issuance costs related to issues/repurchases of subordinated notes are presented under “reserves” in equity.

The Group understands that some rating agencies assign an “equity” component from 0 to 50% to capital instruments.

Issues of subordinated notes

–  On February 7, 2014, as part of its EMTN (Euro Medium Term Notes) program, Orange issued the equivalent of 2.8 billion euros of deeply subordinated notes in 3three tranches. A revision of interest rates based on market conditions is provided for contractually on each call option exercise date.

Orange has a call option on each of these tranches respectively from February 7, 2020, February 7, 2024, and February 7, 2022 and upon the occurrence of certain contractually-defined events.

Step-up clauses provide for coupon adjustments of 0.25% in 2025 and an additional 0.75% in 2040 for the first tranche, 0.25% in 2024 and an additional 0.75% in 2044 for the second tranche, and 0.25% in 2027 and an additional 0.75% in 2042 for the third tranche.

–  On October 1, 2014, as part of its EMTN program, Orange issued the equivalent of 3 billion euros of deeply subordinated notes in 3three tranches. A revision of interest rates based on market conditions is provided for contractually on each call option exercise date.

Orange has a call option on each of these tranches respectively from October 1, 2021, October 1, 2026, and April 1, 2023 and upon the occurrence of certain contractually-defined events.

Step-up clauses provide for coupon adjustments of 0.25% in 2026 and an additional 0.75% in 2041 for the first tranche, 0.25% in 2026 and an additional 0.75% in 2046 for the second tranche, and 0.25% in 2028 and an additional 0.75% in 2043 for the third tranche.

Both issuances were the subject of a prospectus approved by the AMF under(under visa nos. 14-036 and 14-525.14-525).

Under IFRS, these instruments are recognized at their historical value. The tranches denominated in pounds sterling were recognized at the ECB fix rate on the issue date (0.8314 pound sterling for the issue of February 7, 2014 and 0.7782 pound sterling for the issue of October 1, 2014) and will not be re-measuredremeasured through the life of the note.

On November 21, 2022, Orange launched a redemption offer for the 426 million pounds sterling remaining on the tranche with an initial nominal value of 600 million pounds sterling (i.e. 547 million euros of an initial historical value of 771 million). On November 30, 2022, following this offer, the Group was able to repurchase 387 million pounds sterling of these subordinated notes (historical value of 496 million euros). The nominal amount remaining after this purchase, i.e. 39 million pounds sterling (historical value of 50 million euros), represented less than 10% of the initial nominal amount. In accordance with the agreement, this allowed Orange to announce on December 1, 2022 its intention to exercise its early redemption option on the remaining amount outstanding on January 17, 2023. Accordingly, the remaining amount outstanding of these subordinated notes in pounds sterling was reclassified to short-term financial liabilities at December 31, 2022 (the redemption having taken place on January 17, 2023).

–  On April 15, 2019, as part of its EMTN program, Orange issued the equivalent of 1 billion euros of deeply subordinated notes. A revision of interest rates based on market conditions is provided for contractually on each call option exercise date.

Orange has a call option on this tranche from April 15, 2025 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually-defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2030 and an additional 0.75% in 2045.

–  On September 19, 2019, as part of its EMTN program, Orange issued the equivalent of 500 million euros of deeply subordinated notes. A revision of interest rates based on market conditions is provided for contractually on each call option exercise date.

Orange has a call option on this tranche from March 19, 2027 (first date for the revision of the rates of the tranche in question), and upon the occurrence of certain contractually-defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2032 and an additional 0.75% in 2047.

Consolidated financial statements 2022

F-114

These issuances were the subject of a prospectus approved by the AMF (under(respectively, under visa nos. 14-036, 14-525, 19-152 and 19-442 respectively)19-442).

On December 12, 2019, the Group announced its intention to exercise, on February 7, 2020, in accordance with contractual provisions, its call option concerning the remaining 500 million euros of the tranche with an initial nominal value of 1 billion euros, already partially bought back in April 2019. As a result of Orange’s commitment to buy back this last tranche, it was reclassified as a debt instrument and iswas therefore presented as a short-term financial liability at December 31, 2019. The coupons due relating to this tranche were recognized in other current liabilities for 21 million euros at December 31, 2019 and were paid in 2020.

  On October 15, 2020, as part of its EMTN program, Orange issued the equivalent of 700 million euros of deeply subordinated notes. A revision of interest rates based on market conditions is provided for contractually from October 15, 2028.

Orange has a call option on this tranche from July 15, 2028 (first date for the revision of the rates of the tranche in question), and upon the occurrence of certain contractually-defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2033 and an additional 0.75% in 2048.

This issuance of subordinated notes was the subject of a prospectus approved by the AMF (visa no. 20-509).

–  On May 11, 2021, as part of its EMTN program, Orange issued the equivalent of 500 million euros of deeply subordinated notes with a coupon of 1.375% until the first adjustment date. A revision of interest rates based on market conditions is provided for contractually from Friday, May 11, 2029. Step-up clauses provide for a coupon adjustment of 0.25% in 2034 and an additional 1.00% in 2049.

Consolidated financial statements 2021

F-111

Orange has a call option on this tranche from May 11, 2029 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually defined events.

This issuance of subordinated notes was the subject of a prospectus approved by the AMF on May 7, 2021 (visa no. 21-141).

All notes, listed on Euronext Paris, are deeply subordinated notes (senior compared to ordinary shares): the holders will only be remunerated (whether for the nominal, interest or any other amount) after all other creditors, including holders of participating loans and securities, simply subordinated or not, representing a claim on Orange.

At each interest payment date, settlement may be either paid or deferred, at the option of the issuer. Deferred coupons are capitalized and become due and payable in full under certain circumstances defined contractually and under the control of Orange.

Gains (losses) on disposal, premiums and issuance costs related to issues/redemptions of subordinated notes are presented under “reserves” in equity.

The Group understands that some rating agencies assign an “equity” component from 0 to 50% to capital instruments.

Subordinated notes remuneration

The remuneration of holders is recorded in equity five working days before the annual payment date, unless Orange exercises its right to defer the payment.

The tax impact relating to the remuneration of subordinated notes is recorded through profit or loss in the period.

Since their issuance, Orange has not exercised its right to defer the coupon payments related to subordinated notes.

The remuneration of subordinated notes is as follows:

2021

2020

2019

2022

2021

2020

    

Initial nominal value

    

Initial nominal value

    

Initial

    

    

    

    

    

    

    

    

Initial nominal value

    

Initial nominal value

    

Initial

    

    

    

    

    

    

    

Initial issue date

(in millions of currency)

(in millions of euros)

currency

Rate

(in millions of currency)

(in millions of euros)

(in millions of currency)

(in millions of euros)

(in millions of currency)

(in millions of euros)

(in millions of currency)

(in millions of euros)

currency

Rate

(in millions of currency)

(in millions of euros)

(in millions of currency)

(in millions of euros)

(in millions of currency)

(in millions of euros)

2/7/2014

 

1,000

 

1,000

 

EUR

 

4.25

%  

 

 

(21)

 

(21)

 

(46)

 

(46)

 

1,000

 

1,000

 

EUR

 

4.25

%  

 

 

 

 

 

2/7/2014

 

1,000

 

1,000

 

EUR

 

5.25

%  

(53)

 

(53)

 

(53)

 

(53)

 

(52)

 

(52)

 

1,000

 

1,000

 

EUR

 

5.25

%  

(53)

 

(53)

 

(53)

 

(53)

 

(53)

 

(53)

2/7/2014

 

650

 

782

 

GBP

 

5.88

%  

(32)

 

(36)

 

(47)

 

(55)

 

(38)

 

(44)

 

650

 

782

 

GBP

 

5.88

%  

 

 

(32)

 

(36)

 

(47)

 

(55)

10/1/2014

 

1,000

 

1,000

 

EUR

 

4.00

%  

(3)

 

(3)

 

(21)

 

(21)

 

(31)

 

(31)

 

1,000

 

1,000

 

EUR

 

4.00

%  

 

 

(3)

 

(3)

 

(21)

 

(21)

10/1/2014

 

1,250

 

1,250

 

EUR

 

5.00

%  

(63)

 

(63)

 

(63)

 

(63)

 

(63)

 

(63)

 

1,250

 

1,250

 

EUR

 

5.00

%  

(63)

 

(63)

 

(63)

 

(63)

 

(63)

 

(63)

10/1/2014

 

600

 

771

 

GBP

 

5.75

%  

(33)

 

(38)

 

(36)

 

(39)

 

(35)

 

(39)

 

600

 

771

 

GBP

 

5.75

%  

(41)

 

(49)

 

(33)

 

(38)

 

(36)

 

(39)

4/15/2019

 

1,000

 

1,000

 

EUR

 

2.38

%  

(24)

 

(24)

 

(24)

 

(24)

 

 

 

1,000

 

1,000

 

EUR

 

2.38

%  

(24)

 

(24)

 

(24)

 

(24)

 

(24)

 

(24)

9/19/2019

 

500

 

500

 

EUR

 

1.75

%  

(9)

 

(9)

 

(4)

 

(4)

 

 

 

500

 

500

 

EUR

 

1.75

%  

(9)

 

(9)

 

(9)

 

(9)

 

(4)

 

(4)

10/15/2020

700

700

EUR

1.75

%

(12)

(12)

700

700

EUR

1.75

%

(12)

(12)

(12)

(12)

5/11/2021

 

500

 

500

 

EUR

 

1.375

%  

 

 

 

 

 

 

500

 

500

 

EUR

 

1.38

%  

(7)

 

(7)

 

 

 

 

Subordinated notes remuneration classified in equity

Subordinated notes remuneration classified in equity

 

(215)

 

(238)

 

(258)

Coupons on subordinated notes reclassified as short-term borrowings

Coupons on subordinated notes reclassified as short-term borrowings

 

2

 

 

(21)

Subordinated notes remuneration paid

Subordinated notes remuneration paid

 

(238)

 

(279)

 

(276)

Subordinated notes remuneration paid

 

(213)

 

(238)

 

(279)

Coupons on subordinated notes reclassified as short-term borrowings at the end of 2019 and paid in 2020

 

 

21

 

(21)

Subordinated notes remuneration classified in equity

 

(238)

 

(258)

 

(297)

The tax effects from the conversion of subordinated notes whose par value is denominated in pounds sterling, and from the gains and losses on disposal, premiums and issuance costs on subordinated notes that have been refinanced, are presented under “other movements” in the consolidated statement of changes in shareholders’ equity and amounted to (2) million euros in 2022, 29 million euros in 2021 and (2) million euros in 2020, and 51 million euros in 2019.2020.

Accounting policies

Subordinated notes

The Group issued subordinated notes in several tranches.

These instruments have no maturity and the coupon settlement may be deferred at the option of the issuer. They are booked in equity.

As equity instruments are recognized at historical value, the tranche denominated in foreign currency is never re-measured.remeasured. Where appropriate, a translation adjustment impact is booked in equity when a call option is exercised.

The remuneration of holders is recorded directly in equity at the time of the decision to pay the coupons.

The tax impact related to the remuneration is accounted for through profit or loss, and that related to the remeasurement of the foreign currency portion is accounted for in equity.

Consolidated financial statements 20212022

F-112115

Equity component of perpetual bonds redeemable for shares (TDIRAs) (see Note 13.4)

The equity component is determined as the difference between the fair value of the instrument taken as a whole and the fair value of the debt component. The equity component thus determined and recognized at inception is not subsequently re-measured and remains in equity, even when the instrument is extinguished.

15.5    Translation adjustmentadjustments

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Gain (loss) recognized in other comprehensive income during the period

 

196

 

(414)

 

90

 

(370)

 

196

 

(414)

Reclassification to net income for the period

 

4

 

 

(12)

 

(4)

 

4

 

0

Total translation adjustments

 

200

 

(414)

 

78

 

(374)

 

200

 

(414)

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2019

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Polish zloty

 

645

 

668

 

807

 

603

 

645

 

668

Egyptian pound(1)

 

(444)

 

(503)

 

(455)

 

(730)

 

(444)

 

(503)

Slovak koruna

 

220

 

220

 

220

Slovak Koruna

 

220

 

220

 

220

Leone

(150)

(143)

(120)

(217)

(150)

(143)

Other

 

(155)

 

(327)

 

(123)

 

(134)

 

(155)

 

(327)

Total translation adjustments

 

116

 

(85)

 

329

 

(258)

 

116

 

(85)

o/w share attributable to the owners of the parent company

 

(96)

 

(256)

 

78

 

(455)

 

(96)

 

(256)

o/w share attributable to non-controlling interests

 

211

 

171

 

251

 

198

 

211

 

171

(1)Includes the effects of the devaluation of the Egyptian pound in 2022.

Accounting policies

The functional currency of foreign operations located outside the euro area is generally the local currency, unless the major cash flows are made with reference to another currency (such as the Orange entities in Romania – euros and in the Democratic Republic of the Congo – USAmerican dollars).

The financial statements of foreign operations whose functional currency is neither the euro nor the currency of a hyper-inflationary economy are translated into euros (the Group’s presentation currency) as follows:

–  assets and liabilities are translated at the year-end rate;

–  items in the income statement are translated at the average rate for the period;

–  the translation adjustment resulting from the use of these different rates is included in other comprehensive income.

The translationTranslation adjustments are reclassified to profit or loss when the entity disposes or partially disposes (loss of control, loss of joint control, loss of significant influence) of its interest in a foreign operation through the sale, liquidation, repayment of capital or abandondiscontinuation of all, or part of, that activity. The reductiondecrease in the carrying value of a foreign operation, either because ofdue to its own losses or because of the recognition of an impairment loss, does not lead toresult in a reclassification through profit or loss of the accumulated translation adjustments.

RecyclingReclassification of translation adjustments is presented in profit or loss within:

–  consolidated net income of discontinued operations, when a line of business or major geographical area is disposed of;

–  gains (losses) on disposal of fixed assets, investments and activities, when other businesses are disposed of;

–  reclassification of cumulative translation adjustment from liquidated entities, in the event of the liquidation or abandonmentdiscontinuation of an activity without disposal.

Consolidated financial statements 20212022

F-113116

15.6    Non-controlling interests

The data presented below concern all entities of the following groups:

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Credit part of net income attributable to non-controlling interests (a)

 

577

 

297

 

290

 

509

 

577

 

297

o/w sub-group Sonatel

 

243

 

197

 

191

 

269

 

243

 

197

o/w group Orange Polska

 

222

 

 

11

 

94

 

222

 

o/w sub-group Orange Côte d'Ivoire

53

43

36

50

53

43

o/w Médi Telecom

19

10

14

33

19

10

o/w Jordan Telecom

 

16

 

11

 

12

 

29

 

16

 

11

o/w group Orange Belgium

 

12

 

26

 

16

 

20

 

12

 

26

Debit part of net income attributable to non-controlling interests (b)

 

(33)

 

(63)

 

(71)

 

(38)

 

(33)

 

(63)

o/w sub-group Romania

(33)

o/ w Orange Bank

 

(22)

 

(51)

 

(65)

 

 

(22)

 

(51)

o/ w group Orange Polska

 

 

(3)

 

 

 

 

(3)

Total part of net income attributable to non-controlling interests (a) + (b)

 

545

 

233

 

218

 

471

 

545

 

233

Credit part of comprehensive income attributable to non-controlling interests (a)

 

612

 

256

 

299

 

524

 

612

 

256

o/w sub-group Sonatel

 

263

 

176

 

181

 

263

 

263

 

176

o/w group Orange Polska

 

215

 

 

12

 

114

 

215

 

o/w sub-group Orange Côte d'Ivoire

55

39

36

52

55

39

o/w Jordan Telecom

27

15

39

27

o/w Médi Telecom

23

24

23

o/w group Orange Belgium

 

13

 

25

 

16

 

19

 

13

 

25

Debit part of comprehensive income attributable to non-controlling interests (b)

 

(31)

 

(98)

 

(69)

 

(37)

 

(31)

 

(98)

o/w sub-group Romania

(31)

o/ w Orange Bank

 

(22)

 

(50)

 

(62)

 

 

(22)

 

(50)

o/w group Orange Polska

(35)

(35)

o/ w Jordan Telecom

 

 

(3)

 

 

 

 

(3)

Total part of comprehensive income attributable to non-controlling interests (a) + (b)

 

580

 

158

 

230

 

487

 

580

 

158

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Dividends paid to minority shareholders

 

218

 

225

 

248

Dividends paid to non-controlling interests

 

328

 

218

 

225

o/w sub-group Sonatel

 

166

 

165

 

192

 

185

 

166

 

165

o/w sub-group Orange Côte d'Ivoire

29

9

4

51

29

9

o/w Orange Polska

35

o/w Médi Telecom

33

24

o/w Jordan Telecom

11

9

13

18

11

9

o/w group Orange Belgium

7

14

14

 

 

7

 

14

o/w Médi Telecom

 

 

24

 

22

(in millions of euros)

    

December 31,

    

December 31,

    

December 31,

 

    

December 31,

    

December 31,

    

December 31,

 

2021

2020

2019

 

2022

2021

2020

 

Credit part of equity attributable to non-controlling interests (a)

 

3,030

 

2,653

 

2,700

 

3,183

 

3,030

 

2,653

o/w group Orange Polska

 

1,170

 

953

 

986

 

1,250

 

1,170

 

953

o/w sub-group Sonatel

 

826

 

755

 

736

 

907

 

826

 

755

o/w sub-group Orange Côte d'Ivoire

 

257

 

230

 

200

 

253

 

257

 

230

o/w Telekom Romania Communications

 

267

 

 

o/w sub-group Romania(1)

 

217

 

267

 

o/w Jordan Telecom

171

154

166

193

171

154

o/w Médi Telecom

148

127

148

140

148

127

o/w group Orange Belgium

 

138

 

285

 

275

 

155

 

138

 

285

Debit part of equity attributable to non-controlling interests (b)

 

(10)

 

(10)

 

(13)

 

(11)

 

(10)

 

(10)

Total equity attributable to non-controlling interests (a) + (b)

 

3,020

 

2,643

 

2,687

 

3,172

 

3,020

 

2,643

(1)Includes the effect of the integration of Telekom Romania Communications from 30 September, 2021.

TheIn 2022, there were no significant changes in the scope of non-controlling interests.

In 2021, the main movements at December 31, 2021 onin non-controlling interests are related to the buybackpurchase of Orange Belgium minority interests, mainly under the Public Tender Offerpublic tender offer launched in April 2021, as well as the buybackpurchase of the remaining minority interests in Orange Bank and the acquisition of 54% of Telekom Romania Communications by Orange Romania in September 2021 (see Note 3.2).

Accounting policies

Commitments to purchase non-controlling interests (put options)

When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the carrying value of the non-controlling interests is reclassified to financial debt.

When the amount of the commitment exceeds the amount of the non-controlling interests, the difference is recorded as a reduction in equity attributable to the owners of the parent company. Financial debt is re-measuredremeasured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.

Consolidated financial statements 20212022

F-114117

Non-controlling interests that are debtors

Total comprehensive income of a subsidiary is attributed to the owners of the parent company and to the non-controlling interests. In accordance with IFRS 10, this can result in the non-controlling interests having a deficit balance.

Transactions with ownersshareholders of a controlled entity

Each transaction with minority shareholders of an entity controlled by the Group, when not resulting in a loss of control, is accounted for as an equity transaction with no effect on consolidated comprehensive income.

15.7   Earnings per share

Net income

NetThe Group net income Group share, used for calculatingto calculate basic and diluted earnings per share is determined according to the following method:

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Net income - basic

 

233

 

4,822

 

3,004

 

2,146

 

233

 

4,822

Effect of subordinated notes

 

(225)

 

(255)

 

(268)

 

(200)

 

(225)

 

(255)

Net income attributable to the owners of the parent company - basic (adjusted)

 

8

 

4,567

 

2,736

 

1,946

 

8

 

4,567

Impact of dilutive instruments:

 

 

 

  

 

 

 

TDIRA

 

 

9

 

12

 

12

 

 

9

Net income attributable to the owners of the parent company - diluted

 

8

 

4,577

 

2,747

 

1,957

 

8

 

4,577

Number of shares

The weighted average number of shares used for calculatingto calculate the basic and diluted earnings per share is presented below:

(number of shares)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Weighted average number of ordinary shares outstanding

 

2,656,981,542

 

2,656,122,534

 

2,652,532,564

 

2,658,328,369

 

2,656,981,542

 

2,656,122,534

Impact of dilutive instruments on number of ordinary shares:

 

  

  

 

  

 

  

  

 

  

TDIRA

 

 

26,945,386

 

33,780,544

 

27,269,551

 

 

26,945,386

Free share award plan (LTIP)

776,743

720,936

1,662,103

Free share award plans (LTIP)

1,233,198

776,743

720,936

Weighted average number of shares outstanding - diluted

 

2,657,758,285

 

2,683,788,856

 

2,687,975,211

 

2,686,831,119

 

2,657,758,285

 

2,683,788,856

The average market price of the Orange share in 2021 wasis higher than the fair value adopted under the LTIP 2019-2021, 2020-2022 and 2021-2023 free share award plans (see Note 6.3). The number of shares corresponding to this difference is dilutive at December 31, 2021.

The average market price of the Orange share in 2020 and 2019 was higher than the fair value adopted under the Orange Vision 2020, LTIP 2018-2020, 2019-2021 and 2020-2022 free share award plansfor all periods presented (see Note 6.3). The number of shares corresponding to this difference was thus dilutive at the reporting date of the periods presented.

At December 31, 2022 (as at December 31, 2020 and2020), the TDIRAs were included in the calculation of diluted net earnings per share since they are dilutive. At December 31, 2019.

The 2021, the TDIRAs were not included in the calculation of diluted net earnings per share at December 31, 2021(lower consolidated net income in 2021) since they are anti-dilutive, in contrast to December 31, 2020 and December 31, 2019 when they were dilutive.anti-dilutive.

Earnings per share

(in euros)

    

2021

    

2020

    

2019

Earnings per share - basic

 

0.00

 

1.72

 

1.03

Earnings per share - diluted

 

0.00

 

1.71

 

1.02

In 2021 basic earnings per share were 0.002953 euro per share and diluted earnings per share were 0.002952 euro per share.

(in euros)

    

2022

    

2021

    

2020

Earning per share - basic

 

0.73

 

0.00

 

1.72

Earning per share diluted

 

0.73

 

0.00

 

1.71

Accounting policies

Earnings per share

The Group discloses both basic earnings per share and diluted earnings per share for continuing operations and discontinued operations:

  basic earnings per share are calculated by dividing net income for the year attributable to the equity holdersshareholders of the Group, after deduction of the remuneration net of the tax to holders of subordinated notes, by the weighted average number of ordinary shares outstanding during the period;

  diluted earnings per share are calculated based on the same net income, adjusted for the finance cost of dilutive debt instruments, net of the related tax effect. The number of shares used to calculate diluted earnings per share takes into account the conversion into ordinary shares of potentially dilutive instruments outstanding during the period. These instruments are considered to be dilutive when they have the effect of reducing earnings per share of continuing operations.

Consolidated financial statements 20212022

F-115118

When basic earnings per share are negative, diluted earnings per share are identical to basic earnings per share. In the event of a capital increase at a price lower than the market price, and in order to ensure comparability of the reporting periods shown, the weighted average numbers of shares outstanding in current and previous periods are adjusted. Treasury shares owned, which are deducted from the consolidated equity, do not enter into the calculation of earnings per share.

Note 16    Unrecognized contractual commitments (telecom activities)

Only the contractual commitments and off-balance sheet commitments of the entities controlled by the Group are presented below.

At December 31, 2021,2022, Orange is not aware of having entered into any commitment involving entities controlled by the Group that may have a material effect on its current or future financial position, other than the commitments describedmentioned in this note.

16.1    Operating activities commitments

(in millions of euros)

    

Total

    

Less than

    

From one

    

More than

    

Total

    

Less than

    

From one

    

More than

one year

to five years

five years

one year

to five years

five years

Operating activities commitments

 

12,837

 

3,580

 

5,840

 

3,417

 

12,462

 

5,097

 

4,851

 

2,514

Operating leases commitments

 

179

 

54

 

85

 

40

 

148

 

45

 

76

 

26

Handsets purchase commitments

 

3,850

 

1,558

 

2,286

 

6

 

2,573

 

1,820

 

746

 

6

Transmission capacity purchase commitments

 

1,714

 

213

 

519

 

982

 

1,621

 

236

 

585

 

800

Other goods and services purchase commitments

 

4,635

 

1,190

 

1,626

 

1,819

 

5,036

 

1,785

 

2,270

 

981

Investment commitments

 

1,081

 

430

 

640

 

10

 

1,559

 

858

 

587

 

114

Public initiative networks commitments(1)

 

82

 

14

 

56

 

12

Public Initiative Networks commitments(1)

 

63

 

13

 

20

 

30

Guarantees granted to third parties in the ordinary course of business

 

1,296

 

120

 

629

 

548

 

1,462

 

338

 

567

 

556

(1)Including unrecognized contractual commitments carried by Orange SA in the context of the deployment of the High and Very High Speed network in France. The unrecognized contractual commitments relating to Orange Concessions' group are presented in Note 11.3.

Lease commitments

Lease commitments include real estateproperty leases relating to contracts for which the underlying asset will be available after December December°31, 20212022 and leases for which the Group applies the exemptions allowed by IFRS 16 (see Note 9).

(in millions of euros)

    

Minimum future

lease payments

Property lease commitments

 

139122

o/w technical activities

 

2232

o/w shops/offices activities

 

11790

Maturities are set forth below:

(in millions of euros)

    

Minimum

    

Less than

    

1-2

    

2-3

    

3-4

    

4-5

    

More than

    

Minimum

    

Less than

    

Between

    

Between

    

Between

    

Between

    

More than

future

one year

years

years

years

years

five years

future

one year

one and

two and

three and

four and

five years

lease

lease

two years

three years

four years

five years

payments

payments

Property lease commitments

 

139

 

33

 

24

 

15

 

20

 

11

 

37

 

122

 

35

 

24

 

16

 

19

 

6

 

22

The leaseLease commitments correspond to the outstanding minimum future lease payments until the normal date of renewal of the leases or the earliest possible termination date.

Real estateProperty lease commitments in France represent 51%31% of all real estateproperty lease commitments.

Handsets purchase commitments

Following the signing of new handsetHandsets purchase commitments amounted to 2,573 million euros at December 31, 2022 and correspond mainly to the endbalance of Julycommitments relating to contracts signed in 2021 forand spread over a three-year period, the total amount of handset purchase commitments was 3,850 million at year-end 20213 year period.

Transmission capacity purchase commitments

Transmission capacity purchase commitments as at December 31, 20212022 represented 1,7141,621 million euros. They included 397 million euros for the provision of satellite transmission capacity (the term of these commitments extends until 2026 depending on the contracts) as well asinclude an agreement on the use of an FTTH network in Spain infor 849 million euros and 364 million euros for the amountprovision of 878 million euros.satellite transmission capacity (the maturity of these commitments extends until 2026, depending on the contract).

Other purchase commitments goods and services purchase commitments

The Group’s other purchase commitments for goods and services purchase commitments mainly relate to network maintenanceoperation and management, as well as the acquisition of content.  maintenance.

Consolidated financial statements 20212022

F-116119

At December 31, 2021,2022, these commitments include:included:

energy purchase commitments for an amount of 1,289 million euros;

  commitments relating to the co-financed and leased lines for an amount of 950652 million euros;

  the purchase of broadcasting rights for an amount of 685 million euros;

energy purchase commitments for an amount of 555486 million euros;

  hosting services for active equipment for mobile sites under a "Built-to-suit"“built-to-suit” agreement for an amount of 435466 million euros;

  site management service contracts ("TowerCos"(“TowerCos”) signed in Africa: thethese commitments represent an amount of these commitments represents 337321 million euros;

  the maintenance of submarine cablescable for which Orange has joint ownership or user rights, for an amount of 227234 million euros;

  the network maintenance for an amount of 194218 million euros;

  commitments to partners in the field of sports for an amount of 170179 million euros.

Investment commitments

At the end of December 2021,2022, investment commitments amounted to 1,0811,559 million euros.

In addition to theseof commitments which are expressed in monetary terms, the Group has made certain commitments to the national regulatory authorities, such as ensuring a certain coverage of the population regardingby its fixed orand mobile networks, particularly in connection with the context of assignment of licenses and in respect of quality of service. These commitments will require investmentcapital expenditure in future years to roll out and enhance the networks. They are not shown in the table above statement of commitments related to operating activities if they have not been expressed in monetary terms, which is usually the case. The Group has accordingly agreed to meet the following conditions:

In France:

−  when Arcep awarded several spectrum blocks in the 700 MHz and 3.5 GHz bands for the territories of Réunion and Mayotte in 2022:

–  a network coverage obligation of 7 predefined zones by 2025;

–  an obligation to provide two sites by 2024.

  the obligations included in the authorization to use 5G frequenciesspectrum in the 3.4-3.83.4–3.8 GHz band issued to Orange on November 12, 2020 are as follows:

–  the rolloutroll-out of sites (3,000 sites by the end of 2022, 8,000 sites by the end of 2024 and 10,500 sites by the end of 2025), 25% of which 25% must be located in rural areas or industrial areas outside of very densely populated areas;areas,

–  widespread availability of a 5G service at all sites by the end of 2030, an obligation that may be met either with the 3.4-3.8 GHz band or another band;

–  the provision of a speed of at least 240 MbpsMbits/s per sectorsegment from 75% of sites by the end of 2022, 85% of sites by the end of 2024, 90% of sites by the end of 2025 and 100% of sites by the end of 2030;2030,

–  coverage of the main highways by the end of 2025 and major roads by the end of 2027;2027,

–  the provision of differentiated services and the activation of the IPv6 network protocol (Internet Protocol version 6). network protocol.

In addition, the commitments made by Orange to participate in the first stage of the procedure, and which madeenabled it possible to obtain 50 MHz at a reserve price, became obligations in the authorization issued:

–  from the end of 2023, Orange will have to provide a fixed offer from sites using the 3.5 GHz band and a fixed offer to cover the premises that benefit from fixed-access radio network services;services,

–  Orange will have to meet reasonable requests for the provision of services from private sector companies and public sector structures, provide indoor coverage, offer hosting for mobile virtual network operators (MVNOs) and be transparent about network failures and planned rollouts.roll-outs.

–  pursuant to the provisions of Article L.33-13L. 33-13 of the French Postal &and Electronic Communications Code regarding coverage in lightly inhabitedsparsely populated areas:

–  Orange proposed that itto commit to ensuring that, within its FTTH deploymentroll-out scope in the AMII (Appel à manifestation d’intérêt – Call for Investment Intentions) area, and unless refused by third parties, that 100% of homes and professional premises would have access to FTTH sales offers by the end of 2020 (including a maximum 8% of premises connectable on demand) and that 100% of homes and professional premises would be made connectable by the end of 2022. Subsequent to thean opinion from Arcep, opinion, these proposals were accepted by the government in July 2018;

–  outside of the AMII area, Orange proposed that it make deploymentroll-out commitments regardingas part of AMEL (Appel à manifestation d'engagements locaux – Call for Local Commitments) procedures in the Vienne, Haute-Vienne, Deux-Sèvres and Lot-et-Garonne departments;

–  Lastly,lastly, Orange proposed to make commitments outside of the AMII and AMEL areas in the following departments: Orne, Hautes-Pyrénées, Yvelines, Territoire-de-Belfort, Guadeloupe and Martinique.

  on January 14, 2018, the Orange Groupgroup and the other French mobile operators signed an agreement (the "New Deal"“New Deal”) to ensure better mobile coverage of the French territory,mainland and particularly rural areas. This agreement includes enhanced coverage obligations, which are included for the 2018–2021 period 2018-2021 in our existing licenses in force in the bands 900 MHz, 1,800 MHz and 2,100 MHz bands, and for the post 2021post-2021 period in the new licenses for 900 MHz, 1,800 MHz and 2,100 MHz licenses awarded on November 15, 2018:

–  targeted programs for the improvement of coverage, with the coverage of 5,000 areas byper operator by 2029;

–  the generalizationwidespread roll-out of 4G by the end of 2020 on almost all existing mobile sites;

–  the acceleration of the coverage of the transporttransportation routes, ensuring that the main roadroads and rail routesrailways have 4G coverage;

Consolidated financial statements 20212022

F-117120

–  the supply of a fixed 4G service and the extension of the service to 500 additional sites upon request from the government by 2020;

–  the widespread useprovision of telephone coverage inside buildings,indoors, proposing voice over Wi-Fi, and SMS over Wi-Fi offers and on-demand offers involving the indoor coverage of buildings upon request;buildings;

–  the improvement ofimproved reception quality throughout the country,across France, particularly in rural areas, with good coverage (according to the Arcep decisionDecision No. 2016-1678 relativerelating to publications givingproviding information on mobile coverage) by 2024/2024–2027.

  in 2015, in France, when the frequenciesspectrum in the 700 MHz band werewas allocated:

–  coverage obligations in “priority deploymentroll-out areas” (40% of the country within 5 years, 92% within 12 years and 97.7% within 15 years) and in “white area”areas” not yet covered by a broadband network (100% within 12 years), at the level of priority road routesmain roads (100% within 15 years) and at the level of the national rail network (60% within 7 years, 80% within 12 years and 90% within 15 years).

  in 2011, in France, when the frequenciesspectrum in the 2.6 GHz and 800 MHz bands werewas allocated:

–  an optional commitment to host mobile virtual network operators (MVNOs) on certain technical and pricing terms under Full MVNO schemes;

–  ana coverage obligation to providefor mobile coverageaccess with theoretical maximum download speeds of at least 60 MbpsMbits/s per user (25% of the country within 4 years and 75% within 12 years for the 2.6 GHz band,band; 98% of the country within 12 years and 99.6% within 15 years for the 800 MHz band) which can be met by using both the allocated frequenciesspectrum and other frequencies;spectrum;

–  for the 800 MHz band, specifically: a coverage obligation in priority areas (40% of the country within 5 years, 90% within 10 years) with no obligation to provide roaming services, a coverage obligation in each department (90% within 12 years, 95% within 15 years) and an obligation to pool resources in communities covered by the “white area” program.

In Europe:

−  when licenses were awarded in the 700, 900, 1,800 and 2,100 MHz bands in Belgium in 2022:

–  a network coverage obligation of the population with an outdoor download quality of service of 6 Mbits/s (70% within one year, 99.5% within 2 years and 99.8% within 6 years);

–  a coverage obligation for 15 railway lines with a minimum speed of 10 Mbits/s for 98% of locations by the end of 2024.

−  when a 4G license was awarded in the 2,100 MHz band in Poland in 2022, a coverage obligation of 20% of the population with a minimum speed of 144 kb/s.

−  when two spectrum blocks were awarded in the 700 MHz band and one block in the 3.4-3.8 GHz band in Romania in 2022:

–  a network coverage obligation of 95% in 80 municipalities classified as "white areas" (60 municipalities within 4 years and 80 within 6 years);

–  an indoor network coverage obligation of 70% of the population with a minimum speed of 92 kb/s in rural areas and 85 kb/s in urban areas within 6 years;

–  a network coverage obligation of 95% of the modern railway network and highways including new projects under construction (85% within 4 years and 95% within 6 years);

–  a network coverage obligation of 85% of international airports with a minimum speed of 100 Mbits/s within 2 years;

–  an obligation to develop 2,000 network stations allowing a minimum network speed of 100 Mbits/s nationwide (including 200 stations to be built in Bucharest within 2 years, 500 stations to be built outside Bucharest within 2 years, 1,200 stations to be built outside Bucharest within 4 years and 1,800 stations to be built outside Bucharest within 8 years).

  in 2021 in Spain, when the two license blocks in the 700 MHz band were allocated:

–  an obligation to providea network coverage obligation of the municipalities with a population of more than 50,000 (30% in one year, 70% in three3 years and 100% in four4 years);

–  an obligation to provide network coverage obligation of airports, ports, railway stations and main roads for municipalities with more than 50,000 inhabitants by the end of 2025.

  when a 5G license in the 700 MHz band was awarded in Slovakia in 2020:

–  an obligation to provide 5G services using a new radio access network within two2 years of the award;

–  ana coverage obligation to coverof 95% of the population of the regional capitals by the end of 2025, 90% of the population outside the regional capitals and 70% of the total population by the end of 2027.

In Africa & Middle-East:

  when a 5G license in 2016, in Senegal, when the 4G license3 500 MHz band was awarded and the license for mobile 2G and 3G was renewed:

in Jordan in 2022, a coverage obligation of 90%the main interests spots within 3 years, a coverage obligation of 50% of the population in 3 years;

–  an obligation to cover in 5within 4 years all territory in the inhabited border areas of Senegal whose number of inhabitants is equal to or greater than 200;

–  a coverage obligation on national roads and highways in 275% within 9 years.

in 2016, in Egypt, when the 4G license was granted, an obligation to provide 4G coverage of 11% of the population in one year, 42.5% in four years, 69.5% in six years and 70% within ten years.

–   in 2020, in Burkina Faso, when the 4G license was granted and the 2G and 3G licenses renewed, ana coverage obligation to coverof 60 new localities over eight8 years and main roads over six6 years.

in 2016, in Egypt, when the 4G license was granted, a coverage obligation of 4G for 11% of the population in 1 year, 42.5% in 4 years, 69.5% in 6 years and 70% in 10 years.

Non-compliance with these obligations could result in fines and other sanctions, ultimately including the withdrawal of licenses awarded. Management believes that the Group has the abilityis able to fulfill these commitments towardsto the government authorities.

Guarantees granted to third parties in the ordinary course of business

Commitments made by the Group to third parties in the ordinary course of business represented 1,2961,462 million euros at December°31,°2021. 2022. They include 642739 million euros of performance guarantees granted to some of its EnterpriseB2B customers, in particular in the context of network security and remote access.

Consolidated financial statements 2022

F-121

The amount of guarantees granted by the Group to third parties (financial institutions, partners, customers and government agencies) to cover the performance of the contractual obligations of non-consolidated entities is not significant.material. Guarantees granted by the Group to cover the performance of the contractual obligations of the consolidated subsidiaries are not considered as unrecognized contractual commitments, as they would not increase the Group’s commitments inby comparison towith the underlying obligations of the consolidated subsidiaries.

Consolidated financial statements 2021

F-118

16.2    Consolidation scope commitments

Asset and liability warranties granted in relation to disposals

Under the terms of disposal agreements between certain Group companies and the acquirers of certain assets, the Group is subject to warranty clauses relating to assets and liabilities. Nearly all material saledisposal agreements provide for ceilingscaps on these warranties.

At December 31, 2021,2022, the main warranties in effect were the following:

the uncapped warranties granted to the EE joint venture when contributing the operations in the United Kingdom, concerning the restructuring of equity investments and assets done prior to the contribution expiring in 2022;are as follows:

–  a warranty given to BT as part of the EE sale, backed 50/50 by the Orange Groupgroup and Deutsche Telekom as tax and operatingfundamental warranties, except for events ascribable solely to one or the other, and capped at the contractually set price of disposal price of 5.1 billion pounds sterling (6.1(5.8 billion euros converted at the exchange rate at December 31, 2021)2022) for Orange’s share, which will expire in 2023;

  standard uncapped warranties granted to Vivendi as part of the additional disposal of Dailymotion (completed in 2017 for the remaining  10% of the share capital). These warranties will expire at the end of the statutory limitation period;

fundamental warranties granted to the HIN consortium in connection with the disposal of Orange Concessions (50% of the capital sold in 2021), which will expire atexpiring 3 years after the date of the transaction, and tax warranties expiring 60 days after the end of 12 months, with the exception of the tax and fundamental warranties, which will expire after 60 days and 3 years, respectively;statutory limitation periods;

  warranties granted to the APG group in connection with the disposal of the FiberCo in Poland (50% of the capital sold in 2021), which will expire at the end of 18 months, with the exception of the tax and fundamental warranties, which will expire after 7 and 6 years, respectively.respectively;

–  miscellaneous standard warranties granted to buyers of real estate sold by the Group.

Orange believes that the risk of all these warranties being enforced is remote andor that the potential consequences of their being calledenforced are not material with respect to the Group’s results and financial position.

Asset and liability warranties received in relation to acquisitions

Under the terms of acquisition agreements between Group companies and the transferors of certain assets, the Group has received warranty clauses relating to assets and liabilities. Nearly all material acquisition agreements provide for ceilingscaps on these warranties.

At December 31, 2021,2022, the main warranties in effect were the following:are as follows:

  standard and specific capped warranties obtained from Hellenic Telecommunications Organization S.A. in connection with the acquisition of Telekom Romania Communications, which will expire on March 31, 2023 (with respect to the general representations and warranties) and September 30, 2028 (with respect to the fundamental warranties). Some specific capped allowances have also been obtained, for up to 10 years.

Orange believes that the risk of all these warranties being enforced is remote andor that the potential consequences of their being calledenforced are not material with respect to the Group's results and financial position.

Commitments relating to securities

Under the terms of agreements with third parties, Orange can make or receive commitments to purchase or to sell securities. The on-goingongoing commitments at December 31, 20212022 are not likely to have material impacts on the Group’s financial position.

Orange Tunisie

Under the terms of the shareholders’ agreement with Investec dated May 20, 2009, Orange has a call option giving it the right to purchase at market value 1% of the share capital of Orange Tunisie plus 1one share, subject to regulatory authorizations. If this option were to be exercised, Orange would take control of Orange Tunisie. Investec would then have the right to sell to Orange 15% of the share capital of Orange Tunisie at market value.

Orange Concessions

Under the terms of the shareholders' agreement signed on March 27, 2021, which became effective on November 3, 2021, with the HIN consortium (made up of La Banque des Territoires, Caisse des Dépôts, CNP Assurances and EDF Invest)EDF), Orange has a call option that can be exercised in fiscal year 20252026 enabling it to acquire at market value 1% of the voting rights of Orange Concessions, subject to the award of the authorizations.

FiberCo in Poland

Under the terms of the shareholders' agreement with APG Group signed on April 11, 2021, Orange has a call option that can be exercised from fiscal year 2027 giving it the right to purchase at market value 1% of the share capital of Światłowód Inwestycje Sp.z o.o., subject to the award of the authorizations.

Consolidated financial statements 20212022

F-119122

16.3    Financing commitments

The Group’s main commitments related to borrowingsfinancial payables are set out in Note 14.

Orange has pledged (or given as guarantees) certain investment securities and other assets to financial lending institutions or used them as collateral to cover bank loans and credit facilities.

Guarantees granted to some lending institutionslenders to finance consolidated subsidiaries are not set out below.

Assets covered by commitments

The items presented below do not include the impact of the regulation on the transferability of the assets or the possibility of contractual restrictions in network asset sharing agreements.

As of December 31, 20212022 Orange hashad no material pledgepledges on its subsidiaries’ securities.

(in millions of euros)

    

December 31,

    

December 31,

    

December 31,

    

December 31,

    

December 31,

    

December 31,

2021

2020

2019

2022

2021

2020

Assets held under leases

 

998

 

716

 

636

 

1,134

 

998

 

716

Non-current pledged, mortgaged or receivership assets(1)

 

21

 

20

 

366

 

20

 

21

 

20

Collateralized current assets

 

2

 

2

 

2

 

2

 

2

 

2

Total

 

1,021

 

739

 

1,004

 

1,157

 

1,021

 

739

(1)Non-current pledged, mortgaged or receivership assets are shown excluding cash collateral deposits, which are presented in Note 9.13.

Non-current pledged or mortgaged assets comprise the following assets given as guarantees:

December 31, 2021

    

Total in statement of

    

Amount of asset pledged,

    

Percentage

 

    

Total in statement of

    

Amount of asset pledged,

    

Percentage

 

(in millions of euros)

financial position (a)

mortgaged or receivership (b)

(b)/(a)

 

financial position (a)

mortgaged or receivership (b)

(b)/(a)

 

Intangibles assets, net (excluding goodwill)

 

14,852

 

19

 

0

Intangible assets, net (excluding goodwill)

 

14,892

 

19

 

Property, plant and equipment, net

 

30,479

 

2

 

0

 

31,630

 

2

 

Non-current financial assets

 

977

 

 

 

977

 

 

Other(1)

 

34,894

 

 

 

34,480

 

 

Total

 

81,202

 

21

 

0

 

81,978

 

20

 

(1)This item mainly includes net goodwill, interests in associates, net deferred tax assets, non-current derivatives assets and rights of use.rights-of-use.

Note 17    Mobile Financial Services activities

17.1    Financial assets and liabilities of Mobile Financial Services

The financial statements of Mobile Financial Services activities were put into the format of the Orange group’s consolidated financial statements and therefore differ from a presentation that complies with the banking format.

In order to improve the readability of financial statements and to be able to distinguish the performance of telecom activities from the performance of the Mobile Financial Services activities performance, the notes related toon financial assets, liabilities and liabilities as well as financial income or expensesresults are split to respectreflect these 2two business areas.scopes.

Thus Note 13 presents the financial assets, liabilities and related gains and lossesresults specific to telecom activities and Note 17 concernsfocuses on the activitiesfinancial assets and liabilities of Mobile Financial Services, with regard toas its assets and liabilities, with net financial income beingresult is not material.

Consolidated financial statements 20212022

F-120123

The following table reconciles the contributive balances of assets and liabilities for each of these 2 areas to the consolidated balance sheettwo scopes (intra-group transactions between telecom activities and Mobile Financial Services activities are not eliminated) with the consolidated statement of financial position at December 31, 2021.2022.

(in millions of euros)

    

Orange

    

o/w telecom

    

Note

    

o/w Mobile

    

Note

    

o/w eliminations

    

Orange

    

o/w telecom

    

Note

    

o/w Mobile

    

Note

    

o/w eliminations

consolidated

activities

Financial

 

telecom

consolidated

activities

Financial

 

telecom

financial

Services

activities / mobile

financial

Services

activities / mobile

statements

 

financial services

statements

 

financial services

Non-current financial assets related to Mobile Finance Services activities

 

900

 

900

17.1.1

 

656

 

656

17.1.1

Non-current financial assets

 

950

977

 

13.7

 

(27)

(1)

 

977

1,004

 

13.7

 

(27)

(1)

Non-current derivatives assets

 

683

682

 

13.8

 

0

17.1.3

 

1,458

1,342

 

13.8

 

116

17.1.3

Current financial assets related to Mobile Financial Services activities

 

2,381

 

 

2,385

17.1.1

(4)

 

2,742

 

 

2,747

17.1.1

(6)

Current financial assets

 

2,313

2,313

 

13.7

 

 

4,541

4,541

 

13.7

 

Current derivatives assets

 

7

7

 

13.8

 

17.1.3

 

112

112

 

13.8

 

17.1.3

Cash and cash equivalents

 

8,621

8,188

 

14.3

 

433

 

6,004

5,846

 

14.3

 

158

Non-current financial liabilities related to Mobile Finance Services activities

28

17.1.2

(27)

(1)

82

109

17.1.2

(27)

(1)

Non-current financial liabilities

 

31,922

31,922

 

13.3

 

31,930

31,930

 

13.3

Non-current derivatives liabilities

 

220

161

 

13.8

 

59

17.1.3

 

397

335

 

13.8

 

62

17.1.3

Current financial liabilities related to Mobile Financial Services activities

 

3,161

 

 

3,161

17.1.2

 

3,034

 

 

3,034

17.1.2

Current financial liabilities

 

3,421

3,426

 

13.3

 

(4)

 

4,702

4,708

 

13.3

 

(6)

Current derivatives liabilities

 

124

124

 

13.8

 

17.1.3

 

51

51

 

13.8

 

17.1.3

(1)Loan granted by Orange SA to Orange Bank.

The Mobile Financial Services segment includes Orange Bank and other entities. As the contribution of other entities to the statement of financial position of the Mobile Financial Services segment and a fortioritherefore of the Group wasis not material, only Orange Bank data is presented in detail below.

Accounting policies

Since the concept of current or non-current is non-existentdoes not exist in bank accounting, financial assets and liabilities related to loans and borrowings to customers or credit institutions (the ordinary activities of a bank) are classified as current for all periods presented.

With regard to other financial assets and liabilities, classification as current and non-current has been made in light of both the original intention of management and the nature of the assets and liabilities in question. For instance,example, with regard to Orange Bank’s other financial assets, since investments are managed by portfolio, only the transaction portfolios (financial assets at fair value through profit or loss) have been recognized inrecorded as current financial assets.

Consolidated financial statements 20212022

F-121124

17.1.1  Financial assets related to Orange Bank transactions (excluding derivatives)

The financial assets in connection withrelated to the transactions of Orange Bank break down as follows:

(in millions of euros)

December 31, 2021

December 31, 2020

December 31, 2019

December 31, 2022

December 31, 2021

December 31, 2020

    

Non-current

    

Current

    

Total

    

Total

    

Total

    

Non-current

    

Current

    

Total

    

Total

    

Total

Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss

 

3

 

 

3

2

2

 

3

 

 

3

3

2

Investments securities

 

3

 

 

3

2

2

 

3

 

 

3

3

2

Financial assets at fair value through other comprehensive income that may be reclassified to profit or loss

 

439

 

2

 

441

540

656

 

294

 

3

 

296

441

540

Debt securities

 

439

 

2

 

441

540

656

 

294

 

3

 

296

441

540

Financial assets at fair value through profit or loss

 

73

 

 

73

94

179

 

50

 

 

50

73

94

Investments at fair value

 

 

 

79

 

 

 

Cash collateral paid

59

59

74

76

42

42

59

74

Other

 

14

 

 

14

20

25

 

8

 

 

8

14

20

Financial assets at amortized cost

 

385

 

2,366

 

2,752

2,651

3,519

 

309

 

2,712

 

3,021

2,752

2,651

Fixed-income securities

 

385

 

2

 

387

579

506

 

309

 

1

 

310

387

579

Loans and receivables to customers

 

 

2,297

 

2,297

2,000

1,937

 

 

2,517

 

2,517

2,297

2,000

Loans and receivables to credit institutions

 

 

66

 

66

70

1,073

 

 

191

 

191

66

70

Other

 

 

1

 

1

2

3

 

 

2

 

2

1

2

Total financial assets related to Orange Bank activities

 

900

 

2,369

 

3,268

3,288

4,357

 

656

 

2,714

 

3,370

3,268

3,288

Debt securities measured at fair value through other comprehensive income that maywill be reclassified subsequently to profit or loss

(in millions of euros)

    

2021

    

2020

     

2019

    

2022

    

2021

     

2020

Debt securities measured at fair value through other comprehensive income that may be reclassified to profit or loss - in the opening balance

 

540

656

925

Debt securities measured at fair value through other comprehensive income that will be reclassified to profit or loss - in the opening balance

 

441

540

656

Acquisitions

 

732

386

 

165

 

405

732

 

386

Repayments and disposals

 

(839)

(500)

 

(442)

 

(538)

(839)

 

(500)

Changes in fair value

 

1

 

9

 

(12)

 

1

Other items

 

7

(3)

 

(1)

 

7

 

(3)

Debt securities measured at fair value through other comprehensive income that may be reclassified to profit or loss - in the closing balance

 

441

540

 

656

Debt securities measured at fair value through other comprehensive income that will be reclassified to profit or loss - in the closing balance

 

296

441

 

540

(in millions of euros)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Profit (loss) recognized in other comprehensive income during the period

 

1

1

8

 

(2)

1

1

Reclassification in net income during the period

 

0

0

1

Reclassification adjustment in net income during the period

 

Other comprehensive income related to Orange Bank

 

1

1

9

 

(2)

1

1

Loans and receivables of Orange Bank

Loans and receivables of Orange Bank are composed of loans and receivables with customers and credit institutions.

In the context of adapting the bank’sbank's accounts into the Group’sGroup's financial statements, the following have been considered as loans and advances to customers: clearing accounts and other amounts due, as well as amounts related to securities transactions on behalf of customers.

(in millions of euros)

    

December 31, 

    

December 31,

    

December 31,

    

December 31, 

    

December 31,

    

December 31,

2021

2020

2019

2022

2021

2020

Overdrafts(1)

 

828

802

869

 

900

828

802

Housing loans

 

914

869

876

 

956

914

869

Investment loans

 

86

129

163

 

72

86

129

Installment receivables (1)(2)

422

183

-

519

422

183

Current accounts

 

5

10

17

 

28

5

10

Other

 

42

7

12

 

42

42

7

Total loans and receivables to customers

 

2,297

2,000

(2)

1,937

 

2,517

2,297

2,000

Overnight deposits and loans

 

2

945

 

83

2

Loans and receivables

 

45

52

85

 

44

45

52

Other

 

19

18

43

 

64

19

18

Total loans and receivables to credit institutions

 

66

70

1,073

 

191

66

70

(1)Purchase of Orange Spain receivables.
(2)Since October 2020, Orange Bank ishas been engaged in a self-subscribed securitization program of a portfolio of French personal loans for approximately 600 million euros.
(2)Purchase of Orange Spain receivables.

Consolidated financial statements 20212022

F-122125

Accounting policies

Financial assets

–  Financial assets at fair value through profit or loss (FVR)

Certain equity securities which are not consolidated or equity-accounted and cash investments such as negotiable debt securities, deposits and money market mutual funds (UCITS),UCITS, which are compliant with the Group’s liquidity risk management policy, may be designated by Orange Bank as being recognized at fair value through profit or loss. These assets are recognized at fair value at inceptioninitial recognition and subsequently. All changes in fair value are recorded in profit or loss.

–  Financial assets at fair value through other comprehensive income that maywill not be reclassified to profit or loss (FVOCI)

Equity securities which are not consolidated or equity-accounted are, subject to exceptions, recognized as assets at fair value through other comprehensive income that maywill not be reclassified to profit or loss. They are recognized at fair value at inceptioninitial recognition and subsequently. Temporary changes in value and gains (losses) on disposals are recorded inas other comprehensive income that maywill not be reclassified to profit/profit or loss.

  Financial assets at fair value through other comprehensive income that are or may be reclassified subsequently to profit or loss (FVOCIR)

Assets at fair value through other comprehensive income that are or may be reclassified to profit or loss mainly include investments in debt securities. They are recognized at fair value at inceptioninitial recognition and subsequently. Temporary changes in value are recorded in other comprehensive income that may be reclassified to profit or loss. In case of disposal, the cumulative profitgain (or loss) recognized in other comprehensive income that may be reclassified to profit or loss is then reclassified to profit or loss.

  Financial assets at amortized cost (AC)

This category primarily comprises miscellaneousvarious loans and receivables as well as fixed-income securities held withfor the aimpurpose of collecting contractual flows. These instruments are recognized at fair value at inceptioninitial recognition and are subsequently measured at amortized cost using the effective interest method.

Impairment of financial assets

In accordance with IFRS 9, debt instruments classified as financial assets at amortized cost or as financial assets at fair value through other comprehensive income, rentallease receivables, financing commitments and financial guarantees given are systematically subject to impairment or a provision for an expected credit loss. These impairmentsimpairment losses and provisions are recorded as soon as loans are granted, commitments are concluded or bond securitiesbonds are acquired,purchased, without waiting for the appearance of an objective indication of impairment.

To do this, the financial assets concerned are splitdivided into three categories according to the change in credit risk observed since their initial recognition and a depreciationan impairment loss is recorded on the amount outstanding of each of these categories, as follows:

-  Performing loans: the calculation of expected losses expected is made on a 12-months12-month basis, and the financial income (interest) is calculated on the basis of the instrument's gross amount;amount of the instrument;

-  Impaired loans: if the credit risk has significantly worseneddeteriorated since the debt has been booked toloans were recorded in the balance sheet, the expected losses, estimated over the duration of the loan, are recognized as an impairment or a provision and the financial income (interest) is calculated based on the basis of the gross amount of the instrument;

-  Doubtful loans: impairment or a provision is recognized for the expected loss, estimated over the duration of the loan, is depreciated.loan. The financial income is calculated on the basis of the amount of the instrument net of the depreciation.impairment.

17.1.2  Financial liabilities related to Orange Bank transactions (excluding derivatives)

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31,2019

    

December 31, 2022

    

December 31, 2021

    

December 31,2020

Payables to customers

 

1,796

1,883

(1)

3,357

 

1,787

1,796

1,883

Debts with financial institutions(1)

 

1,009

 

885

448

 

837

 

1,009

885

Deposit certificate

 

356

 

358

475

 

325

 

356

358

Other

27

30

28

Total Financial liabilities related to Orange Bank activities(2)

 

3,188

 

3,155

4,307

Cash collateral deposit

82

Other(2)

112

27

30

Total Financial liabilities related to Orange Bank activities(3)

 

3,143

 

3,188

3,155

(1)The decrease on payablesIncluding 661 million euros related to customers between 2019 and 2020 is mainly due to the discontinuation of Groupama group companies' account-holding activities.TLTRO refinancing.
(2)Including 2885 million euro of rate hedging credit portfolios reassessment.
(3)Including 110 million euros of non-current liabilities in 2022, 27 million euros of non-current financial liabilities in 2021 2020 and 2019.28 million euros in 2020.

Consolidated financial statements 20212022

F-123126

DebtsPayables related to Orange Bank transactions are composed of customer deposits and bank debtsbank's payables with financialcredit institutions.

(in millions of euros)

    

December 31, 

    

December 31,

    

December 31,

    

December 31, 

    

December 31,

    

December 31,

2021

 

2020

2019

2022

 

2021

2020

Current accounts

 

764

949

2,546

 

680

764

949

Passbooks and special savings accounts(1)

 

995

908

781

 

1,010

995

908

Other

 

37

26

30

 

97

37

26

Total payables to customers

 

1,796

1,883

3,357

 

1,787

1,796

1,883

Term borrowings and advances

 

667

615

448

 

700

667

615

Securities delivered under repurchase agreements

 

331

270

 

137

331

270

Other

11

11

Total debts with financial institutions

 

1,009

885

448

Total debts with credit institutions

 

837

1,009

885

(1)At the end of December 2022, 42 million euros had been centralized at Caisse des Dépôts.

17.1.3Derivatives of Orange Bank

Derivatives qualified as fair value hedges

The main unmatured fair value hedges at the end of 2021 and2022 set up by Orange Bank concern the following interest rate swaps:

  6791,203 million euros in notional value (of which 4374 million euros maturing in 2022, 2102023, 208 million euros maturing between one and five years and 465622 million euros at more than five years ), macro- hedging a portion of the real estate loan portfolio.years), macro-hedging credit portfolios (lease property restructuring, consumer credit and spread payments). The fair value of these derivatives at December 31, 2021 was (0.07)2022 is 85 million euros;

  210 million euros in notional value hedging a portfolio of French inflation-indexed fungible Treasury bonds (Obligations(Obligations Assimilables du Trésorindexées sur l'inflationl’inflation française - OATi )OATi) of the same amount and maturity, , i.e. 2023. The fair value of these swaps at December 31, 2021 was (39)2022 is (57) million euros;

  150124 million euros in notional value (of which 2624 million euros maturing in 2022, 24 million euros maturing between one and two years2023 and 100 million euros at more than five years), hedging a portfolio of French fungible Treasury bonds (ObligationsOAT (Obligations Assimilables du Trésor - OAT )OAT) of the same amount and maturity. The fair value of these swaps at December 31, 2021 was 0.32022 is (20) million euros;

  20 million euros in notional value hedging a portfolio of French fungible Treasury bonds (ObligationsOATie (Obligations Assimilables du Trésor indexées sur l'estimation - OATie) indexedl’inflation des prix de la zone euro – OAT) index-linked to inflationconsumer prices harmonized within the euro zone of the same amount and maturity, i.e. 2030. The fair value of these swaps at December 31, 2021 was (6)2022 is 1.7 million euros;

  5 million euros in notional value hedging a portfolio of securities maturing in 2028, whose fair value at December 31, 2021 was (0.3)2022 is 2 million euros.

The ineffective portion of these hedges recognized in profit or loss in 2021 was2022 is not material.

Cash flow hedge derivatives

At January 1, 2020, Orange Bank had documented a micro-hedgemicro-hedging of its issues withthrough interest rate swaps which, at the end of 2021,2022, represented:

  218219 million euros in notional value (of which 135(including 33 million euros maturing in 2022 and 832023, 176 million euros maturing between one and two years)years and 10 million euros maturing in 2027), hedging negotiable debt securities issued by the bank, the fair value of which was 8 million euros at December 31, 2021 was almost 0.2022.

Trading Derivativesderivatives

  Orange Bank has set up interest rate swaps as economic hedges (not designated as hedges under IFRS) of EIB securities for a total notional amount of 10 million euros maturing in 2029, the fair value of which was (0.25)0.5 million euros at December 31, 2021.2022. The net effects of this hedging strategyeconomic hedge on the income statementprofit or loss are not material.material;

  Orange Bank has a portfolio of trading swaps with a total notional value of 2816 million euros (of which 186 million euros maturing between two andwithin five years and 10 million euros at more than five years) and a total fair value of (0.3) million euros at December 31, 2021 of (0.4) million euros. The net effects of this hedging strategy on the income statement are not material.2022;

  Orange Bank has set up interest rate futures with a notional amount of 2021 million euros. The notional amount of these derivatives only gives only an indication of the volume of outstanding contracts on the financial instrument markets and does not reflect the market risks associated with such instruments or the nominalnotional value of the hedged instruments. The net effects of this hedging strategyeconomic hedge on profit or loss are not material.

17.2    Information on market risk management with respect to Orange Bank activities

Orange Bank has its own risk management system in accordance with banking regulations. In terms of banking regulation, Orange Bank is under the supervision of the French Prudential Supervision and Resolution Authority (Autorité de contrôle prudentiel et de résolution – ACPR) and must at all times comply with a capital requirementsrequirement in order to withstand the risks associated with its activities.

Orange Bank’s activities expose it to allmost of the risks defined by the ordinance of November 3, 2014, relating to the internal control of companies in the banking, payment services and investment services sector subject to the control of the ACPR:ACPR. The most significant of these risks are:

  credit risk and counterparty risk: the risk of loss incurred in the event of the default ofby a counterparty or counterparties considered as the same beneficiary;

Consolidated financial statements 20212022

F-124127

  consolidationliquidity risk: the risk arising from an excessive exposurethat the company will not be able to meet its commitments or not be able to unwind or offset a counterparty, to a group of counterparties operating in the same economic sector or the same geographic area, or the application of credit risk reduction techniques, particularly collateral issued by a single entity;

market risk: risk of lossposition due to movements inthe market prices;situation;

  operational risk: the risk resulting from an inadequacy or a failure due to procedures, staff,employees or internal systems or to outside events, including events that are unlikely to occur but that would incur a high risk of loss. Operational risk includes risksthe risk of internal and external fraud and IT risk;

  interest rate risk: the risk incurred in the event of changes in interest rates impacting on-balance sheet and off-balance sheet transactions, excluding, where applicable, transactions exposed to market risks;

liquidity risk: risk that the company would not be able to meet its commitments or not be able to unwind or offset a position due to the market situation;risk;

  non-compliance risk: the risk of judicial, administrative or disciplinary sanction, significantsanctions, material financial loss or damage to reputation, arising from non-compliance with provisions specific to banking and financial activities.

concentration risk: the risk arising from excessive exposure to a counterparty, to a group of counterparties operating in the same economic sector or geographic area, or the application of credit risk reduction techniques, particularly collateral issued by a single entity;

market risk: the risk of loss due to movements in market product prices.

The size of the bank and its moderate risk profile led to the choice of standard methods regarding the application of Regulation No. 575/2013 of the European Parliament and of the Council onof June 26, 2013.

Orange Bank is not involved with complex products. For market operations,transactions, the bank’s Executive Committee sets the limits while the Risk Management Department defines, on one hand, themonitors compliance with these limits implemented and controlled and, on the other hand, the quality of the authorized signatories.

In addition, the Bank has defined and regularly tests its business continuity system. The Bank has also undertaken, as comprehensively as possible, the identificationto identify and assessment ofasset its operational risks, for which it also monitors occurrences.

In line with regulations, and in particular Titlestitles IV and V of the Ordinance of November 3, 2014, the bank’s Executive Committee, uponon the recommendation of the Risk Management Department, setsestablishes the institution’s risk policy, which is formalized through the risk appetite framework, and is guarantor ofensures its proper implementation.

The Risk Management Department analyzes and monitors risks,risk, carries out the necessary controls and produces reports for various committees: The Credit Committee (management of credit and counterparty risk), Risksthe Risk and Audit Committee (management of operational risks), the Financial Security and Compliance Committee (management of non-compliance risk), the ALM Committee (management of market, interest rate and liquidity risks)risk) and the Executive Committee.

17.2.1Credit risk and counterparty risk management

Against the backdrop of the health crisis,Since July 2022, Orange Bank continuedhas began migrating its consumer credit distribution platform, previously hosted by Franfinance (Société Générale Group), to maintain a cautious provisioning policy.Younited Credit. The roll-out is expected to be completed in 2023. The bank will thus benefit from new technologies for credit risk management (risk-based pricing, open banking scoring, anti-fraud tools).

At the end of December 2022, the cost of risk of Orange Bank amount to 42 million euros, including 6 million euros in France and 35 million euros in Spain. Excluding exceptional adjustments (reversal of Covid provisions or review of models), the cost of risk is 14 million euros for France and 32 million euros for Spain.

In France, Orange Bank reviewed its creditthe cost of risk estimate by taking into account the uncertainties surrounding the economic situationis mainly concentrated in demand deposit accounts due to the health crisis and considered that segment provisions (i.e. around 5 million euros on the hotel, commercial real estate and private bank loans)increase in outstanding debit balances and the input stress measures (i.e. approximately 6increase in the number of accounts managed by the bank.

In Spain, the cost of risk is mainly related to the increase in Orange Spain’s mobile handset financing outstandings from 469 million euros on consumer credit) used to calculate provisions should be renewed.

Furthermore, the retail bank, consumer credit and demand accounts asset category, is a statistical method for calculating expected losses. In this respect, the inputs estimated internally by Orange Bank (probability of default (PD), exposure at default (EAD) and loss given default (LGD)) were back tested in 2021 in order to check the performance of the model in production and to take account of the new definition of default (NDOD) that came into force on January 1, 2021. These works led to the recalibrating of inputs for all products. The new recalibrated inputs take into account a more recent data history to estimate the probability of default and loss given default.

To take into account the review of these inputs, a provision of 7 million euros was recognized at December 31, 2021 6to 594 million euros of which pertain to consumer credit and 1 million euros to demand deposit accounts.

In Spain, Orange Bank maintained its prudent provisioning policy on the receivables disposal program with Orange Spain. Thanks to a second year of production of short loans, Orange Bank has gained more perspective, leading to a revision of its provisioning rates in 2021. This rates adjustment, based on a preliminary statistical study, has made it possible to estimate new risk inputs for the calculation of expected loss, more conservative than the hedging rates recommended by the Bank of Spain on the consumer credit asset category. In this respect, an additional provision of 8 million euros was recognized at December 31, 2021. With a view2022.

The bank has also continued to 2022, works are in progress for a finer analysisreview provisioning models to adapt them to the new configuration of the credit portfolio and to build statistical models enhanced with data from ongoing observationsrecent crises. This led to an adjustment of portfolio behavior.provisioning levels at December 31, 2022 in order to take better account of the current macroeconomic context (war in Ukraine, rising interest rates, inflation).

At end-December 2021, cost of risk for Orange Bank amountedThe bank has thus reviewed the forward-looking impact on its provisions, which amount to 38 million euros (i.e. 1.7% of average outstanding) of which 143 million euros in France (i.e. 0.8% of average outstanding) and 244 million euros in Spain (i.e. 7%at the end of average outstanding).

Excluding methodological adjustments, cost of risk would amount to 23 million euros (i.e. 1% of average outstanding) of which 72022, compared with 11 million euros in France (i.e. 0.4%2021 (provision related to the Covid-19 crisis), leading to an overall reversal of average outstanding) and 164 million euros in Spain (i.e. 4.6% of average outstanding).euros.

17.2.2Market and interest rate risk management

Orange Bank does not carry out proprietary trading operations on its own behalf, itsoperations. Its market activity mainly concernsconsists of investments to optimize liquidity management and purchases of interest rate hedges.

The outstandingvalue of the securities portfolio continues to decrease in line with the bank'sbank’s strategy, market risk indicators remain almost stable and the associated risks are immaterial.not material.

Consolidated financial statements 20212022

F-125128

Fixed interestFixed-interest securities in investment portfolios are hedged. At December 2021, 28% of investment portfolio securities had a maturity below one year. Orange Bank has no exposure classified inas trading portfolio.book. Interest rate risk, after the capital increase that occurred in October 2021,November 2022, is less than 5%3% of CET1. TheCET1 (Common Equity Tier 1 capital). Finally, the basic risk is immaterial.

Orange Bank finalized its transition plan from Eonia benchmark indices toward €ster (iBor) in 2021; the novation of contracts with the bank counterparties was carried out and the documentation of updated hedging relations.not material.

17.2.3Liquidity risk management

In 2021,2022, Orange Bank continued to prudently manage its liquidity.liquidity in a prudent manner. At the end of December 2021, Net Funding Stable Funding Ratio2022, the net stable funding ratio (NSFR) was 137%is 133% and the LCR (short-term liquidity coverage ratio) ratio reached 1,033%reaches 373%. Nevertheless, 20212022 was characterized by the increase in the liquidity deficit associated withrelated to customer operations. The latter rosetransactions. These increased from (300)640 million euros in early 20212022 to (650)855 million euros at the end of December 2021.31, 2022. The changes in this deficit can mainly be mainly explained by loan production, while customer deposits are down, due to the extinctive management of certain portfolios (especially the enterprise activity).

Orange Bank intensifiedstepped up the diversification of its financing sources and in order to anticipateanticipation of the growth in loan production growth and the slowdown of the ECB’s TLTRO programs, of the ECB.notably by entering into a partnership with Raisin.

17.2.4Operational risk management

At bank level, the operational risk guidance scope covers:

  operational risks carried by all the bank's activities (management, operating and support activities);

  operational risks from essential service providers.

Operational risk is managed by the Permanent Controlpermanent control and Operational Risk Directoroperational risk director, who reports to the Risk, ControlsControl and Compliance Director, who in turn isreports directly under the authority ofto an effective Orange Bank effectivestaff manager.

AThe bank’s operational risk management system is in place for identifyingbased on the collection of operational incidents and losses, risk mapping, scenario analyses and key risk indicators managed by the operational risk department and monitored within the context of the bank’s risk appetite. A record is kept of all of the bank'sbank’s operational incidents (proven risks), including non-compliance.IT, IT security and non-compliance risk. Incidents are reported as soon as they are detected by all bank employees in a dedicated IT tool.

In the event of the identification ofWhere non-compliance incidents are identified, the operational risks departmentOperational Risks Department notifies the compliance department to ensureCompliance Department, which is responsible for monitoring and management of such incidents.managing them.

The operational losses sustained by the bankentity in 2022 amounted to 2.3 million euros. They amounted to 1.3 million euros in 2021. They amounted to2021 and 1.4 million euros in 2020 and 1.3 million euros2020. The losses recorded in 2019. The bulk of operational losses were related2022 are mainly due to external fraud, (meansas well as IT incidents, execution errors and commercial disputes. This change in the bank’s operational risk profile is a result of paymentthe diversification of the business and credit).the numerous projects launched by the entity. Action plans have been defined jointly with the business lines to strengthen operational risk management while optimizing the bank’s processes to increase their resilience to the different types of risk mentioned above.

17.2.5Non-compliance risk management

Orange Bank has aBank’s Compliance department, which reports to the Risk, Control and Compliance director. In addition, the bankfunction is equipped with a system that enables it to guarantee regular monitoringpart of changes that may occur in the texts applicable to its activity. The presentation of major regulatory amendments is also carried out in the Compliance, Financial Security and Fraud Committees.Investment Services Compliance Department, whose Director is a member of the Executive Committee. This function is impartial and independent from the operational business lines to safeguard its objectivity. It is also a local function responsible for ensuring that all of the bank’s business lines adhere to the compliance system.

The Financial Securitymain mission of Compliance is to oversee the management of non-compliance risk. It ensures that the level of non-compliance risk to which Orange Bank is exposed is compatible with the guidelines and policies set by the Board of Directors in this area, as well as with the overall limits for financial, non-financial and operational risk (e.g. reputational risk, regulatory sanctions, etc.).

In this context, Compliance Committee meets every quarterimplements all actions aimed at ensuring compliance with the requirements of external and internal standards (organization, processes, procedures). These actions take place along the entire value chain, from the execution of transactions by the various business lines to examinetheir monitoring by Compliance.

As the actionsfirst level of control, employees and situation of banktheir superiors identify the risks arising from their activity and comply with respect to compliance,the procedures and limits set out in the General Procedures and operating procedures. They are in particular in the light of its customer protection obligations.responsible for:

The Human Resources Department training unit, in conjunctionimplementing operational controls and first-level controls that can be formalized, tracked and reported on;

formalizing and verifying compliance with the procedures for processing transactions, detailing the responsibilities of those involved and the types of controls carried out;

verifying the compliance unit, handlesof transactions;

implementing the establishingrecommendations drawn up by the second-level control functions for the first-level control system;

reporting to and alerting second-level control functions. As the second level of control, Compliance verifies in particular that the risks have been identified, assessed and managed by the first level of control in accordance with the rules and procedures in place.

In particular, Compliance is responsible for overseeing:

the compliance of transactions executed by employees in accordance with the laws, regulations and professional standards;

the implementation of compliance recommendations by first-level control;

the adoption and monitoring of employee training procedures, the foundation ofremedial action plans where non-compliance risks have been identified.

In addition, the compliance system. Mandatoryfunction within Orange Bank mainly consists of:

producing and updating internal standards and procedures within its remit;

advising and assisting operational business lines in their decision-making;

raising awareness and training programs are organized for all new arrivals. In 2021, 105 new employees participated in mandatory training provided in person (or via video conference dueon compliance issues, depending on the transactions they execute;

reporting regularly to the COVID crisis) by the Compliance Manager.

Furthermore, training programs dedicated to mortgages and to consumer credit and to the claims management system are given to the employees concerned.

Lastly, the compliance unit contributes its expertise in the preparation of answers to address sensitive customer complaints as well as those sent to us directly the supervisory authorities.authorities;

17.2.6Remaining termregularly assessing non-compliance risk, mapping risks and fulfilling its duty to maturity

The following table details the remaining terms of Orange Bank’s financial assets and liabilities, calculated on the basis of the contractual maturity dates:

–  maturity-by-maturity for amortizable transactions;

–  for roll-over loans, since renewals cannot be presumed, the renewal dates are taken to be the final maturity dates;alert General Management;

Consolidated financial statements 20212022

F-126129

monitoring changes in the laws and regulations in coordination with the legal department in order to incorporate new standards into internal processes (general policies, charters, codes and operating procedures) and to inform employees and the various business lines of these changes;

verifying, as a second-level control function, the implementation of administrative, legislative and regulatory provisions as well as professional or internal standards.

Compliance also covers the areas of financial security and data protection, which are, from an organizational viewpoint, managed by the Head of Financial Security, who reports to the Director of Compliance, Financial Security and Investment Services Compliance.

In relation to training and raising employee awareness, the Human Resources Department training unit, in conjunction with Compliance, establishes and monitors employee training courses, which are the foundation of the compliance system. Mandatory training programs are organized for all new arrivals. In 2022, 29 new employees participated in mandatory training provided in person (or via video conference due to the Covid crisis) by the Compliance Manager. Similarly, 69 new employees also received training in the fight against money laundering and terrorist financing. Furthermore, training programs on real estate loans, consumer credit and the claims management system are provided to the employees concerned.

17.2.6Remaining term to maturity

The following table details the remaining terms of Orange Bank’s financial assets and liabilities, calculated on the basis of the contractual maturity dates:

–  maturity-by-maturity for amortizable transactions;

–  for roll-over loans, since renewals cannot be presumed, the renewal dates are taken to be the final maturity dates;

–  since the derivatives are interest rate swaps and futures, they are not subject to any exchange of notional.notional amounts. Their fair value has been broken down by maturity.

(in millions of euros)

Note

December 31, 

2022

2023 to

2027

 

Note

December 31, 

2023

2024 to

2028

 

    

    

2021

    

    

2026

    

and beyond

 

    

    

2022

    

    

2027

    

and beyond

 

Investments securities

 

17.1.1

 

3

 

 

3

 

 

17.1.1

 

3

 

 

3

 

Debt securities

 

17.1.1

 

441

 

127

 

307

 

8

 

17.1.1

 

296

 

272

 

19

 

5

Investments at fair value

 

17.1.1

 

-

 

 

 

 

17.1.1

 

 

 

 

Fixed-income securities

 

17.1.1

 

387

 

80

 

160

 

147

 

17.1.1

 

310

 

86

 

89

 

136

Loans and receivables to customers

 

17.1.1

 

2,297

 

586

 

1,058

 

653

 

17.1.1

 

2,517

 

524

 

689

 

1,304

Loans and receivables to credit institutions

 

17.1.1

 

66

66

 

 

 

17.1.1

 

191

191

 

 

Other financial assets and derivatives

 

 

74

60

 

 

14

 

 

168

59

 

18

 

91

Total financial assets

 

 

3,268

918

 

1,528

 

822

 

 

3,485

1,132

 

818

 

1,536

Payable to customers

 

17.1.2

 

1,796

1,796

 

 

 

17.1.2

 

1,787

1,787

 

 

Debts with financial institutions

 

17.1.2

 

1,009

346

 

663

 

 

17.1.2

 

837

776

 

60

 

Deposit certificate

 

17.1.2

 

356

273

 

83

 

 

17.1.2

 

325

119

 

206

 

Other financial liabilities and derivatives

 

  

 

87

1

 

53

 

33

 

  

 

256

224

 

 

32

Total financial liabilities

 

  

 

3,247

 

2,416

 

799

 

33

 

  

 

3,205

 

2,906

 

266

 

32

17.2.7  Fair value of financial assets and liabilities of Orange Bank

(in millions of euros)

December 31, 2021

December 31, 2022

Classification

Book value

Estimated

Level 1 and

Level 2

Level 3

    

    

under IFRS

    

    

fair value

    

cash

    

    

Classification

Book

Estimated

Level 1

Level 2

Level 3

9(1)

    

    

under IFRS 9 (1)

    

value

    

fair value

    

and cash

    

    

Loans and receivables

17.1.1

    

AC

    

2,363

    

2,363

    

    

2,363

    

 

17.1.1

AC

 

2,708

 

2,708

 

 

2,708

 

Financial assets at amortized cost

 

17.1.1

 

AC

 

387

 

387

 

387

 

 

 

17.1.1

AC

 

313

 

313

 

313

 

 

Financial assets at fair value through profit or loss

 

17.1.1

 

FVR

 

73

 

73

 

73

 

 

 

17.1.1

FVR

 

50

 

50

 

50

 

 

Debt securities

 

17.1.1

 

FVOCIR

 

441

 

441

 

441

 

 

 

17.1.1

FVOCIR

 

296

 

296

 

296

 

 

Investments securities

 

17.1.1

 

FVOCI

 

3

 

3

 

3

 

 

 

17.1.1

FVOCI

 

3

 

3

 

3

 

 

Cash and cash equivalent(2)

 

17.1

 

AC

 

360

 

360

 

360

 

 

 

17.1

AC

 

79

 

79

 

79

 

 

Financial liabilities related to Orange Bank activities

 

17.1.2

 

AC

 

(3,188)

 

(3,188)

 

 

(3,188)

 

 

17.1.2

AC

 

(3,143)

 

(3,143)

 

 

(3,143)

 

Derivatives (net amount)(3)

 

17.1.3

 

  

 

(58)

 

(58)

 

 

(58)

 

 

17.1.3

 

54

 

54

 

 

54

 

(1)

"AC" stands for "amortized cost", "FVR " stands for "fair value through profit or loss", "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss", "FVOCIR" stands for "fair value through other comprehensive income that may be reclassified to profit or loss".

(2)

Includes only cash.

(3)

The classification for derivatives instruments depends on their hedging qualification.

(in millions of euros)

December 31, 2020

December 31, 2021

Classification

Book value

Estimated

Level 1 and

Level 2

Level 3

Classification

Book

Estimated

Level 1

Level 2

Level 3

    

    

under IFRS

    

    

fair value

    

cash

    

    

    

    

under IFRS 9 (1)

    

value

    

fair value

    

and cash

    

    

9(1)

Loans and receivables

 

17.1.1

AC

 

2,070

 

2,070

 

 

2,070

 

17.1.1

    

AC

    

2,363

    

2,363

    

    

2,363

    

Financial assets at amortized cost

 

17.1.1

AC

 

581

 

580

 

580

 

 

 

17.1.1

 

AC

 

387

 

387

 

387

 

 

Financial assets at fair value through profit or loss

 

17.1.1

FVR

 

94

 

94

 

94

 

 

 

17.1.1

 

FVR

 

73

 

73

 

73

 

 

Debt securities

 

17.1.1

FVOCIR

 

540

 

540

 

540

 

 

 

17.1.1

 

FVOCIR

 

441

 

441

 

441

 

 

Investments securities

 

17.1.1

FVOCI

 

2

 

2

 

2

 

 

 

17.1.1

 

FVOCI

 

3

 

3

 

3

 

 

Cash and cash equivalent(2)

 

AC

 

254

 

254

 

254

 

 

 

 

AC

 

360

 

360

 

360

 

 

Financial liabilities related to Orange Bank activities

 

17.1.2

AC

 

(3,155)

 

(3,155)

 

 

(3,155)

 

 

17.1.2

 

AC

 

(3,188)

 

(3,188)

 

 

(3,188)

 

Derivatives (net amount)(3)

 

 

(75)

 

(75)

 

 

(75)

 

 

 

  

 

(58)

 

(58)

 

 

(58)

 

(1)"AC" stands for "amortized cost", "FVR " stands for "fair value through profit or loss", "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss", "FVOCIR" stands for "fair value through other comprehensive income that may be reclassified to profit or loss".
(2)Includes only cash.
(3)The classification for derivatives instruments depends on their hedging qualification.

Consolidated financial statements 20212022

F-127130

(in millions of euros)

December 31, 2019

December 31, 2020

Classification

Book

Estimated

Level 1

Level 2

Level 3

Classification

Book

Estimated

Level 1

Level 2

Level 3

    

    

under IFRS 9(1)

    

value

    

fair value

    

and cash

    

    

    

    

under IFRS 9(1)

    

value

    

fair value

    

and cash

    

    

Loans and receivables

17.1.1

AC

 

3,010

 

3,010

 

 

3,010

 

17.1.1

AC

 

2,070

 

2,070

 

 

2,070

 

Financial assets at amortized cost

17.1.1

AC

 

509

 

501

 

501

 

 

17.1.1

AC

 

581

 

580

 

580

 

 

Financial assets at fair value through profit or loss

 

17.1.1

FVR

 

179

 

179

 

179

 

 

 

17.1.1

FVR

 

94

 

94

 

94

 

 

Debt securities

 

17.1.1

FVOCIR

 

656

 

656

 

628

 

28

 

 

17.1.1

FVOCIR

 

540

 

540

 

540

 

 

Investments securities

 

17.1.1

FVOCI

 

2

 

2

 

2

 

 

 

17.1.1

FVOCI

 

2

 

2

 

2

 

 

Cash and cash equivalent(2)

 

AC

 

369

 

369

 

369

 

 

 

AC

 

254

 

254

 

254

 

 

Financial liabilities related to Orange Bank activities

 

17.1.2

AC

 

(4,307)

 

(4,307)

 

 

(4,307)

 

 

17.1.2

AC

 

(3,155)

 

(3,155)

 

 

(3,155)

 

Derivatives (net amount)(3)

74

(74)

(74)

(75)

(75)

(75)

(1)"AC" stands for "amortized cost", "FVR " stands for "fair value through profit or loss", "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss", "FVOCIR" stands for "fair value through other comprehensive income that may be reclassified to profit or loss".
(2)Includes only cash.
(3)The classification for derivatives instruments depends on their hedging qualification.

17.3    Orange Bank’s unrecognized contractual commitments

As at December 31, 2021,2022, Orange Bank is not aware of having entered into any commitment that may have a material effect on its current or future financial position, other than the commitments mentioned below.

Commitments given

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2019

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Financing commitments (1)

 

88

 

87

 

421

 

53

 

88

 

87

Guarantee commitments

 

6

 

8

 

8

 

5

 

6

 

8

On behalf of financial institutions

 

4

 

4

 

4

 

3

 

4

 

4

On behalf of customers

2

3

4

2

2

3

Property lease commitments

 

 

 

23

 

 

 

Total

 

94

 

94

 

452

 

59

 

94

 

94

(1)Corresponds to credit commitments granted to customers, credits granted but not yet released and unused portion of financing granted. As at December 31, 2019, these commitments also included a financing commitment for Groupama of 320 million euros, a commitment which ended in 2020 due to the discontinuation of the account-keeping activity that Orange Bank provided with entities of the Groupama group.

Commitments received

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2019

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Received from financial institutions (1)

871

770

747

932

871

770

Received from customers

88

102

149

76

88

102

Total

959

872

896

1,008

959

872

(1)Corresponds to guarantees received from Crédit Logement to counter-guarantee the mortgagesreal estate loans distributed.

Assets covered by commitments

(in millions of euros)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2019

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Assets pledged as security to lending financial institutions as guarantees for bank loans(1)

 

848

1,160

 

1,126

 

726

848

 

1,160

Total

 

848

1,160

 

1,126

 

726

848

 

1,160

(1)Corresponds to securities pledged by Orange Bank to financial lending institutions as guarantees for bank loans.

Note 18    Litigation

This note presents all of the significant disputes in which the Group is involved with the exception of litigation relating to disputes between Orange and the tax or social security administrations in relation to operational orover tax, income taxes or social security contributions. These disputes are described, respectively, in Notes 6.2 and 10.3, as appropriate.

At December 31, 2021,2022, the provisions for risks recorded by the Group for all theits disputes (except those presented in Notes 6.2 and 10.3) amountedamount to 387 million euros (versus 405 million euros (versusat December 31, 2021 and 525 million euros at December 31, 2020 and  643 million euros at December 31, 2019)2020). Orange believes that any disclosure of the amount of provisions on a case-by-case basis for ongoing disputes could seriously harm the Group’s position. The balance and overall movements onin provisions are presented in Note 5.2.

Consolidated financial statements 20212022

F-128131

France

Mobile services

–  In parallel to the judicial inquiry for which a final decisionAfter Orange was handed down on December 17, 2015 a final verdict was reachedfound guilty by the French Competition Authority fining Orange 350 million eurosin December 2009 for having implemented 4engaged in anti-competitive practices in the "Enterprise" market segment and imposing injunctions, SFR brought an action on June 18, 2015, for damages suffered because of Orange’s practices. After several successive increases in April 2016 and September 2018, SFR raised its claim to 3 billion euros in July 2019. In the wake of this decision, Céleste and Adista also brought actions against Orange before the Paris Commercial Court for damages. Orange and SFR entered into a memorandum of understanding, notably putting an end to their dispute. SFR withdrew its claim for damages from the Paris Commercial Court which duly noted this withdrawal on April 2, 2021. This dispute is now closed. The investigation of the cases of Céleste and Adista versus Orange are ongoing. To date, the overall claims of Céleste and Adista represent a total of 47 million euros.

–  Concurrently to their complaints filed with the French Competition Authority, regarding the practices of Orange in the mobile and fixed-to-mobile markets in the French Caribbean and in French Guiana, for which Orange received a definitive sentence, Digicel and Outremer Telecom initiatedbrought actions for damages before the Paris Commercial Court legal actions for alleged damages stemming from these practices. After being sentencedof Paris. The dispute with Outremer Telecom was closed following the judgment handed down in May 2017 by the Paris Commercial Court in March 2015, the Paris Court of Appeal, decreasedwhich set the amount of the fine to be paid to Outremer Telecom toat 3 million euros, in May 2017, noting, inter alia, that the damages should be discounted at the statutory rate of interest. On

–  In December 18, 2017, the Paris Commercial Court of Paris ordered Orange to pay Digicel the sum of 180 million euros to which should be added interest calculated(to discount from March 2009 until the date of payment at a higher rate of interest rate than the statutory rate ordered by the Paris Court of Appeal in the Outremer Telecom litigation,dispute), i.e. a total amount of 346 million euros. OnIn June 17, 2020, the Paris Court of Appeal overturned judgment and in particularreversed the discounting method applied to the damages set forth in the judgment rendered by the Paris Commercial Court onof Paris in December 18, 2017 whichand ordered Orange to pay Digicel 180the sum of 249 million euros in principal.euros. Following this judgment, Orange was refunded 97 million euros. Orange appealed toeuros and filed an appeal with the French Supreme Court and re-assessed the risk related to the possible reversal of the Court of Appeal’s judgment, which would return the parties to the situation following the first-instance court’s decision.Court. The proceedings are ongoing.

Fixed services

  In 2010, SFRFollowing the final decision of the French Competition Authority to fine Orange 350 million euros for having implemented four anti-competitive practices in the “enterprise” market segment on December 17, 2015, several players (including Céleste and then Verizon summoned Orange SA to appearAdista) filed actions for damages against Orange. Céleste withdrew its claim for damages before the Paris Commercial Court demandingof Paris, which duly noted this withdrawal on June 29, 2022. This dispute is now closed. Only the investigation of Adista against Orange is ongoing.

In their dispute over the reimbursement of alleged overpayments onfor interconnection services provided by Orange, the price of which allegedly did not reflect their cost. On June 18 and 25, 2013, the Paris Commercial Court dismissed their claims but ordered Orange to pay Verizon 1 million euros in damages with respect to services provided in 2008. Orange paid this amount in 2013. SFR and Verizon filed appeals against these decisions. In December 2015,have entered into a memorandum of understanding that, among other things, ends this dispute. Verizon withdrew its claim before the Paris Court of Appeal dismissed in full the claims made by SFR and in September 2017, the French Supreme Court rejected SFR's appeal. Furthermore, inon April 2017, the Paris Court of Appeal dismissed Verizon completely and reversed the compensation of 1 million euros granted for services provided in 2008. On June 5, 2019, the French Supreme Court annulled the decision of the Paris Court of Appeal and restored the parties to the situation they were in following the first instance court's decision rendered on June 25, 2013. The proceedings are still ongoing.8, 2022. This dispute is now closed.

–  In 2012,the dispute between Orange and SFR brought an action against Orange SA before the Paris Commercial Court denouncing itsover fixed telephony retail offers for the secondary residences market. In February 2014, the trial court ruled that Orange had abused its dominant position butsecond homes, in Octoberr 2014, the Paris Appeal Court annulled this ruling. This decision was then overturned by the French Supreme Court in 2016 and Orange had to pay 53 million euros to SFR pursuant to the trial court's ruling. SFR had raised its claims to 257 million euros before the Court of Appeal. In 2018,September 2021 the Court of Appeal sentenced Orangeordered SFR to pay 54return the sums awarded to it (i.e. 53 million euros and Orange appealed toeuros). SFR has filed another appeal with the French Supreme Court. On September 16, 2020, the French Supreme Court overturned the judgment handed down by the Court of Appeal and restored the parties to the situation they were in following the Paris Commercial Court’s decision. Orange applied to the Court of Appeal and obtained through a ruling on September 24, 2021, a reversal of its conviction and the return of the full amount of the sums awarded to SFR, which SFR returned at the end of 2021. SFR appealed to the French Supreme Court again on October 5, 2021.The proceedings are ongoing.

–  On April 16, 2021, Bouygues Telecom brought an action against Orange before the Paris CivilJudicial Court concerning the quality of service quality of its wholesale offers for an amount of 78 million of euros for alleged losses.losses, since revalued at 81 million euros. Orange considers these claims to be without merit.unfounded

Other proceedings in France

–  In June 2018, Iliad brought summary proceedings against Orange SA before the presiding judge of the Paris Commercial Court, aiming to ban some of its mobile telephony offers proposing mobile handsets at attractive prices accompanied by a subscription package, on the grounds that they constituted consumer credit offers. The case is currently being investigated by the judges deciding on the merits of the case. On October 16, 2020,case, and Iliad for the first time, assessed its loss atclaims amount to 790 million euros.

–  In December 2018euros, what Orange disputes. On 9 February 2023, the administratorsParis Commercial Court has handed down a ruling that orders Bouygues Telecom to pay Free Mobile damages in a proceeding relating to mobile telephony offers so-called “subsidized offers”. With respect to its own offers, Orange considers that the particularities of former UK retailer Phones 4U, (which is in administrationits file and no longer trading), filedthe arguments put forward and other elements relating to the follow-up of the legal procedure are likely to lead to a claim againstdifferent assessment by the three main UK mobile network operators, including EE, and their respective existing or former parent companies, including Orange. The Phones 4U claim (of an unquantified amount) is currently being disputed before the High Court of England and Wales. Orange vigorously challenges the allegations raised by Phones 4U which include collusion between various operators.Court.

–  Orange Bank is the object of 2 historic lawsuits whereby the plaintiffs claiminvolved in total about 350 million eurosa historical dispute in financial damages that they allege to have suffered. In March 2021, the plaintiffs in one of these two lawsuits withdrew from the case. Orange Bank continues to be the target of the other lawsuit wherebywhich the plaintiffs are claiming ina total aboutof approximately 310 million euros infor the financial damages thatloss they allegeclaim to have suffered. As the Group believes these claims to be without merit and is strenuously contestingchallenging them, it has not recognized any financial liability.

Consolidated financial statements 20212022

F-129132

–  In August 2020, ASSIA brought proceedingsan action against Orange SA before the Paris CivilJudicial Court for the alleged infringement of 2two patents relating to dynamic xDSL line management patents.management. ASSIA claims a totalis seeking an advance payment of arounddamages of 500 million euros as compensation for theits financial damageloss, which it claims to have suffered.estimates at 1,418 million euros. Orange SA considers its claims to be unfounded and challengesis challenging them. The proceedings are currently being examined by the judges deciding on the merits of the case.

–  The Evaluation and Compensation Committee, set up as partduring the France Télécom “social crisis” trial, has completed its analysis and processing of the France Telecom employee-related crisis trial,claims received. It assigned the review of certain claims considered to examine individual claims submittedbe outside its remit to Group experts assisted by individuals presenttwo members of the Evaluation and Compensation Committee.

United Kingdom

–  In December 2018, the directors of former UK retailer Phones 4U, (which is in administration and no longer trading), filed a complaint against the three main UK mobile network operators, including EE, and their parent companies, including Orange. The Phones 4U claim (for an unquantified amount) is currently being challenged in the companyUK courts. Orange vigorously challenges the allegations raised by Phones 4U which include collusion between 2007 and 2010 and their beneficiaries, extended the period for submitting files until December 31, 2020. This Committee is continuing to analyze and process the requests received. At the end of December 2021, 1,751 individual requests had been received, about 1,100 of which had been closed subsequent to an agreement and just under 300 requests are being processed. The Committee is expected to finish its work by the first half of 2022.various operators.

Poland

–  In 2013, the UOKiK opened an investigation on the country’s 3 main mobile operators, including Orange Polska, for abuse of a dominant position in relation with the retail rates imposed by these 3 operators on the calls made to the network of2015, the Polish operator P4. On January 2, 2018, UOKiK halted proceedings against the 3 operators due to no basis on anti-competitive grounds.

–  In addition, in 2015 P4 issued 2filed two compensation claims for damages for a total amount of 630 million zlotys (138(135 million euros) jointly against the 3three operators jointly (one of which(including Orange Polska and Polkomtel), asseeking compensation for the loss it allegedclaimed to have suffered as a result of the retail rates that these three operators charge for calls to P4’s network.

Regarding the first compensation claim of P4’s opponents for 316 million zlotys (68 million euros), in relation toJanuary 2022 the contested pricing practices. In 2018,Polish Supreme Court dismissed Polkomtel’s appeal against the Court of First Instance dismissed in its entirety the first P4 compensation claim in the amount of 316 million zlotys (70 million euros). P4 has appealed against this decision. On December 28, 2020, the Court of Appeal dismissedAppeal’s decision which had reversed the judgment rendered by the Court of First Instance and referred the parties to the Court of First Instance. On August 25, 2021, Orange Polska received the ruling from the Appeal Court. Polkomtel (one of the three operators) has appealed to the Supreme Court. Orange Polska has joined the Polkomtel lawsuit. court dismissing P4’s claim. The proceedings are ongoing.

Regarding the second compensation claim for damages by P4 for 314 million zlotys (69(67 million euros), it has been suspended pending the settlement of the first claim.

Romania

–  On March 29, 2016, investigators fromIn the dispute between Orange Romania and the Romanian Competition Council made an investigation at the headquarters of Orange Romania, concerning possiblefor discriminatory practices in the mobile payment and advertising markets. Followingmarkets for the investigation,amount of 65 million lei (13 million euros), the Competition Council fined Orange Romania 65 million leu (13 million euros) in December 2018 for refusalhas appealed to sell on the relevant markets. Orange Romania was notified of this decision which it appealed in May 2019. On June 24, 2021,Supreme Court after the Court of Appeal reversed theits decision of the Competition Council.on June 24, 2021. The Parties are still awaiting the notification of the ruling.first hearing is scheduled for June 21, 2023.

Middle East and Africa & Middle-East

–  A number of shareholder disputes are ongoing between the joint venture comprising Agility and Orange, on the 1one hand, and its Iraqi co-shareholder in the capital of the Iraqi operator, Korek Telecom, on the other. These disputes, which concern various breaches of contractual documents, are the subject of pre-contentiouspre-litigation proceedings and arbitral and judicial proceedings in various countries. In addition, on March 19, 2019, following an administrative decree adopted by the Iraqi Ministry of Trade and Industry, the General DirectorateManagement of Companiesthe companies in Erbil (Iraqi Kurdistan) implemented the 2014 decision of the Iraqi regulatory authority (CMC) to cancel the partnership dated March 2011 between the operator Korek Telecom, Agility and Orange and to restore the shareholding structure of Korek Telecom as it existed before Orange and Agility had acquired a stake. As a result, the registration of Korek Telecom shares in the name of the original shareholders was imposed without any compensation or reimbursement of the amounts invested. Orange thus considers that it was thus unlawfully expropriated of its investment and, on March 24, 2019, sent a notice of dispute to the Republic of Iraq based on the Bilateral lnvestment Treaty between France and Iraq. In the absence of an amicable settlement with the Iraqi State, Orange submitted a request for arbitration with the International Center for the Settlement of Investment Disputes (ICSID) on October 2, 2020.

–  In Jordan, the telecomtelecommunication operator, Zain, brought anlegal action against Jordan Telecommunications Company (Orange Jordan) for failure to open geographical numbers allocated by the Jordanian regulator in application of the interconnection agreement entered into by Zain and Orange Jordan, pursuant to which Zain considers that it has suffered an estimated loss of 250 million Jordanian dinars (288(329 million euros). OnIn September 30, 2021, the Amman Court of First Instance (judiciary order) ordered the performance of a forensic auditlegal expert report to verifyestablish whether the amount of the late payment interest requested by Zain had been calculated in accordance with the rules detailed in the interconnection agreement and whether the arbitration clause in the agreement was applicable. OnIn June 22, 2021, the Jordanian Supreme Court ruled on the petition by Orange Jordan for the judiciary courts to decline jurisdiction, considering that the arbitration clause applied to the lawsuit. ThisIn November 2021, this ruling was confirmed by the Appeal Court on November 11, 2021of Appeal which rejected Zain'sZain’s petition. Zain has filed another appeal with the Supreme Court. The proceedings are ongoing.

–  In the dispute between Orange Mali a lawsuit had been brought against the telecoms operators to challenge theand Remacotem (unlawful billing of communications ending up on voicemail. In 2013, the Court of First Instance had dismissed the case of the plaintiffs, and the Malian Regulatory Authority (AMRTP) confirmed the compliance of this billing. At the end ofcalls diverted to voicemail), in November 2021 following an appeal by the plaintiffs, the Bamako Court of Appeal sentenced the telecoms operators, and in particularordered Orange Mali and the Mali telecoms company (Sotelma-Malitel SA) to pay Remacotem the sum of 176 million euros. Following this judgment, Remacotem carried out several seizures of receivables, which were challenged by Orange Mali has filed several appeals against this decision,before the court responsible for enforcement. In May 2022, the Bamako Court of Appeal confirmed the annulment of these seizures and granted the operators a six-month grace period which expired on November 7, 2022. In the one hand onintervening period, since the groundsseizures of the foreclosure period of the appeal, and on the other hand for illegality and annulment of the appeal. As the ruling hasreceivables had been notified,deemed inadmissible, in August 2022 Remacotem obtained preventive attachments, which Orange Mali has filedagain challenged. On November 7, 2022, the Court of First Instance of Bamako granted Orange Mali and Sotelma-Malitel SA an appeal withadditional four-month grace period. In parallel, proceedings are ongoing before the Malian Supreme Court.

In order to provide its telecommunication services, the Group sometimes uses the fixed assets of other parties. TermsThe terms of use of these assets are not always formalized. The Group is sometimes subject to claims and might be subject to future claims in this respect, which could result in a cash outflow in the future. The amount of the potential obligations or future commitments cannot be measured with sufficient reliability due to the legal complexities involved.

Consolidated financial statements 20212022

F-130133

Other than proceedings that may be initiated in respect of disputes between Orange and the tax or social security authorities over tax, income taxes and social auditssecurity contributions (see Notes 6.2 and 10.3), there are no other administrative, legal or arbitration proceedings, including any proceedings that are pending, suspended or threatened, of which Orange is aware, which may have or have had in the last 12 months a material impact on the Company’s and/or Group’s financial position or profitability.

Note 19    Subsequent events

AppointmentAcquisition of OCS and Orange Studio by Canal+ Group

Orange and the new Chief Executive OfficerCanal+ Group have announced on January 9, 2023 the signature of a memorandum of understanding anticipating the acquisition by the Canal+ Group of all capital held by Orange in the OCS pay TV package and in Orange Studio, the film and series co-production subsidiary. The Canal+ Group will become the sole shareholder of both companies following this transaction.

The Orange Board of Directors met on January 28 and appointed Christel Heydemann asoperation will be notified to the Chief Executive Officer of Orange as from April 4, 2022. As the Board noted a separation of the positions of Chairman and Chief Executive Officer, at the arrival of the new Chief Executive Officer, Stéphane Richard will continue to carry out the duties of non-executive Chairman until the arrival of a new Chairperson and until May 19, 2022, at the latest, the date of the Orange Shareholders' Meeting.French Competition Authority.

Note 20    Main consolidated entities

As atAt December 31, 2021,2022, the scope of consolidation consisted of 397384 entities.

The main changes in the scope of consolidation in 20212022 are presented in Note 3.2.

Regarding subsidiaries with minority interests:

–  the financial statements for the groups Orange Polska, Group, Sonatel Group, Jordan Telecom, Group and Orange Belgium, GroupSonatel and, since December 30,2022, Orange Côte d'Ivoire are published, respectively, published toat the Warsaw Stock Exchange, the RegionalAmman Stock Exchange, (BRVM), the AmmanBrussels Stock Exchange and the Brussels Stock Exchange,regional stock exchange (BRVM), those companies being quoted;

–  the other subsidiaries aredo not significant compared tomake up a material proportion of Orange’s financial data. Consequently,aggregates and their financial information is not presented for these subsidiaries in the notesNotes to Orange’s consolidated financial statements.Consolidated Financial Statements of the Orange's group.

Pursuant to ANC Regulation No. 2016-09 of December 2, 2016 of the ANC (Autorité des normes comptables financières - French Accounting Standards Authority,accounting standards authority), the full list of the companies included in the scope of consolidation, the companies excluded fromnot included in the scope of consolidation and the non-consolidated equity investments,securities is available on the Group’s website (https://gallery.orange.com/finance#lang=en&v=5c6a1b51-a537-454e-b2d3-6e4664be2c6a).

Consolidated financial statements 20212022

F-131134

The list of the principal operating entities shown below was determined mainly based on their contributions to the following financial indicators: revenue and EBITDAaL.

Company

    

    

Country

Orange SA

Parent company

France

Main consolidated entities

 

  

 

  

France

 

% Interest

 

Country

Générale de Téléphone

 

100.00

 

France

Orange SA - France Business Unit France

 

100.00

 

France

Orange Caraïbe

 

100.00

 

France

Orange Concessions and its subsidiaries (1)

50.00

France

Europe

 

% Interest

 

Country

Orange Belgium

 

78.32

 

Belgium

Orange Communications Luxembourg

78.32

Luxembourg

Orange Espagne and its subsidiaries

 

100.00

 

Spain

Orange Moldova

 

94.41

 

Moldova

Orange Polska and its subsidiaries

 

50.67

 

Poland

Orange Romania

 

99.20

 

Romania

Orange Slovensko

100.00

Slovakia

Telekom Romania Communications and its subsidiary

53.58

Romania

Orange Slovensko

100.00

Slovakia

Africa & Middle-East

 

% Interest

 

Country

Jordan Telecom and its subsidiaries

51.00

Jordan

Médi Telecom and its subsidiaries (2)

 

49.00

 

Morocco

Orange Bissau (3)

38.04

Guinea-Bissau

Orange Botswana

 

73.68

 

Botswana

Orange Burkina Faso

 

85.80

 

Burkina Faso

Orange Cameroon

 

94.40

 

Cameroon

Orange Côte d'Ivoire and its subsidairies

 

72.50

 

Côte d'Ivoire

Orange Egypt for Telecommunications and its subsidiaries

99.96

Egypt

Orange Guinée (3)

 

37.6437.60

 

Guinea

Orange Mali (3)

 

29.38

 

Mali

Orange RDC

100.00

Congo

Sonatel (3)

 

42.33

 

Senegal

Enterprise

 

% Interest

 

Country

Orange SA - Enterprise Business Unit Enterprise

 

100.00

 

France

Orange Business Services Participations and its subsidiaries

 

100.00

 

United KingdomFrance

Orange Business Services SACyberdefense and its subsidiaries

 

100.00

 

France

Business & Decision and its subsidiaries

100.00

France

Basefarm and its subsidiaries

100.00

Norway

Globecast Holding and its subsidiaries

 

100.00

 

France

SecureData and its subsidiaries

100.00

United Kingdom

SecureLink and its subsidiaries

100.00

Netherlands

International Carriers & Shared Services

 

% Interest

 

Country

Orange SA - IC&SS Business Unit IC&SS

 

100.00

 

France

FT IMMO H

100.00

France

Orange Marine

 

100.00

 

France

OCS

 

66.67

 

France

Orange Brand Services

 

100.00

 

United Kingdom

Mobile Financial Services

 

% Interest

 

Country

Orange Bank

 

100.00

 

France

Totem

% Interest

Country

Totem France

100.00

France

Totem Spain

100.00

Spain

(1)Orange Concessions is consolidated using the equity method.
(2)Orange SA controls Mediand consolidates Médi Telecom and its subsidiaries which are fully consolidated, following the acquisition in December 2010 of 40%through a 49% equity interest and the acquisition in July 2015 of additional interests for 9% anda 1.1% of usufruct (Orange SA owns and controls 100% of Orange MEA, which owns and controls, via its subsidiary Atlas Country Support, 49% of Medi Telecom)..usufruct.
(3)Orange SA controls Sonatel and its subsidiaries, which are fully consolidated, under the terms of the shareholders' agreement as supplemented by the Strategic Committee Charter dated July 13, 2005 (Orange SA owns and controls 100% of Orange MEA, which owns and controls 42.33% of Sonatel Group).

Consolidated financial statements 20212022

F-132135

Note 21    Decision of the IFRS IC concerning IAS 19 "Employee Benefits" on the calculation of obligations relating to certain defined benefit pension plans

The IFRS Interpretations Committee (IC) was asked to comment on the calculation of defined benefit pension plans for which the granting of rights is conditional on the employee's presence in the Group at the time of retirement (with loss of all rights in the event of early retirement) and for which the rights depend on seniority, while being capped at a certain number of years of service. For plans reviewed by the IFRS IC, the cap may be reached at a date prior to retirement.

In France, the interpretation of IAS 19 had led to the practice of measuring and recognizing the commitment on a straight-line basis over the employee's career with the Group. The commitment calculated in this way corresponds to the pro rata rights acquired by the employee at the time of retirement.

The decision of the IFRS IC, published on May 24, 2021, concludes, in this case, that no rights are acquired in the event of departure before retirement age and that the rights are capped after a certain number of years of seniority ("X"), and the commitment would only be recognized for the last X years of the employee's career within the company.

This decision was implemented by the Group at December 31, 2021 for plans falling within the scope of the Interpretation Committee's decision. The effect of this implementation mainly limited to retirement benefit plans in France.

As the application of this decision constitutes a change in accounting policy, the effects of the implementation have been calculated retrospectively and have affected the opening equity. The effect of the implementation of this decision on the income statement is not material for the periods presented.

The required information on employee benefits is presented in Note 6.2.

–  Effects on the consolidated statement of financial position:

(in millions of euros)

    

January 1,

    

Effects

    

January 1,

    

2019

    

Effects

    

December 31,

    

2020

    

Effects

    

December 31,

2019

of IFRS

2019

variation

of IFRS

2019

variation

of IFRS

2020

IC

restated

IC

restated

IC

restated

decision

data

decision

data

decision

data

Assets

  

  

  

  

  

  

  

  

  

Deferred tax assets

2,893

(40)

2,853

(1,901)

(12)

940

(261)

(5)

674

Total non-current assets

82,446

(40)

82,406

(693)

(12)

81,701

886

(5)

82,582

Total assets

 

104,302

 

(40)

 

104,262

 

2,439

 

(12)

 

106,689

 

992

 

(5)

 

107,676

Liabilities

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Equity attributable to owners of the parent company

 

30,671

 

114

 

30,785

 

1,054

 

35

 

31,875

 

2,670

 

13

 

34,557

o/w reserves

 

(2,060)

 

114

 

(1,946)

 

985

 

 

(961)

 

2,927

 

 

1,966

o/w other comprehensive income

 

(571)

 

 

(571)

 

69

 

35

 

(467)

 

(257)

 

13

 

(711)

o/w deferred tax

 

232

 

 

232

 

(16)

 

(12)

 

203

 

(4)

 

(5)

 

195

o/w actuarial gains and losses

 

(504)

 

 

(504)

 

(107)

 

48

 

(563)

 

(33)

 

18

 

(579)

Equity attributable to non-controlling interests

 

2,580

 

 

2,580

 

107

 

 

2,687

 

(44)

 

 

2,643

Total Equity

 

33,251

 

114

 

33,364

 

1,161

 

35

 

34,561

 

2,626

 

13

 

37,200

Non-current employee benefits

 

2,823

 

(153)

 

2,670

 

(269)

 

(48)

 

2,353

 

(351)

 

(18)

 

1,984

Total non-current liabilities

 

39,644

 

(153)

 

39,491

 

4,917

 

(48)

 

44,360

 

(2,160)

 

(18)

 

42,182

Total equity and liabilities

 

104,302

 

(40)

 

104,262

 

2,439

 

(12)

 

106,689

 

992

 

(5)

 

107,676

Consolidated financial statements 2022

F-136

Note 2122    Auditors’ fees

As required by Decree no. 2008-1487 of December 30, 2008, the following table shows the amount of fees of the auditors of the parent company and their partner firms in respect of the fully consolidated subsidiaries.

(in millions of euros)

Audit and related services

Other services

Total

 

Audit and related services

Other services

Total

 

Statutory audit fees, certification,

Services required

Sub-total

rendered by

 

Statutory audit fees, certification,

Services required

Sub-total

rendered by

 

auditing of the accounts

by the law

auditors' networks to

 

auditing of the accounts

by the law

auditors' networks to

 

    

o/w issuer

    

o/w issuer

    

    

fully-consolidated

    

 

    

o/w issuer

    

o/w issuer

    

    

fully-consolidated

    

 

Deloitte

 

  

    

  

 

  

    

  

 

  

 

subsidiaries

 

  

 

  

    

  

 

  

    

  

 

  

 

subsidiaries

 

  

2022

 

8.8

 

4.6

 

 

 

8.8

 

0.3

 

9.1

96

% 

50

% 

% 

97

% 

3

% 

100

% 

2021

 

8.2

 

4.6

 

0.0

 

 

8.2

 

0.1

 

8.4

8.2

4.6

8.2

0.1

8.4

98

% 

55

% 

0

% 

99

% 

1

% 

100

% 

98

% 

55

% 

% 

99

% 

1

% 

100

% 

KPMG

2022

10.9

4.3

0.1

11.0

0.9

11.9

%

92

%

36

%

1

%

92

%

8

%

100

%

2021

9.9

4.4

0.2

0.2

10.1

0.4

10.5

9.9

4.4

0.2

0.2

10.1

0.4

10.5

%

94

%

42

%

2

%

2

%

96

%

4

%

100

%

%

94

%

42

%

2

%

2

%

96

%

4

%

100

%

2020

10.2

5.1

0.5

0.2

10.7

0.1

10.8

10.2

5.1

0.5

0.2

10.7

0.1

10.8

%

94

%

47

%

5

%

2

%

99

%

1

%

100

%

%

94

%

47

%

5

%

2

%

99

%

1

%

100

%

2019

9.8

5.1

0.4

0.2

10.2

0.1

10.3

%

95

%

49

%

4

%

2

%

99

%

1

%

100

%

EY

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

2022

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

0.4

 

0.4

 

0.4

0.4

100

% 

100

% 

%

100

%

100

%

2020

10.0

5.2

0.0

0.0

10.1

0.4

10.5

10.0

5.2

10.1

0.4

10.5

%

96

%

50

%

0

%

0

%

96

%

4

%

100

%

%

96

%

50

%

%

%

96

%

4

%

100

%

2019

10.2

5.1

0.3

10.5

0.4

10.8

%

94

%

48

%

3

%

0

%

97

%

3

%

100

%

The services provided by the statutory auditors were authorized pursuant to the rules adopted by the Audit Committee and updated each year since October 2016. NaNNo fiscal services were provided by the statutory auditors.

Consolidated financial statements 20212022

F-133137