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Orange. (ORAN)

Filed: 1 Apr 22, 9:59am
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As filed with the Securities and Exchange Commission on April 1, 2022

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

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

Commission File Number: 1-14712

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

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 1 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, 2021

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

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, 2021 (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.

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 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 2021 that are attached in Exhibit 15.1 to this Form 20-F and forming 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 2021 Universal Registration Document attached in Exhibit 15.1  except as otherwise required including for segment reporting. The 2021 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 31, 2022. Other than as expressly provided herein, the 2021 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.

2021 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”, "would", “will”, “expect”, “consider”, “believe”, “anticipate”, “pursue”, “foresee”, “plan”, “predict”, "intend", "be aimed at", “strategy”, “objective”, “prospects”, "outlook", "trends", “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 suppliers 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 rollout of its networks while improving quality of service, but such investments are constrained by the availability of resources;

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

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

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

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

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

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

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;

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 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.

2021 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

16

4.A

History and development of Orange

16

4.B

Business overview

17

4.C

Organizational structure

17

4.D

Property, plants and equipment

17

ITEM 4A

UNRESOLVED STAFF COMMENTS

18

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

18

5.A

Operating results

18

5.B

Liquidity and capital resources

20

5.C

Research and development, patents and licenses, etc.

21

5.D

Trend information

21

5.E

Critical Accounting Estimates

22

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

22

6.A

Directors and senior management

22

6.B

Compensation

22

6.C

Board practices

22

6.D

Employees

22

6.E

Share ownership

26

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

26

7.A

Major shareholders

26

7.B

Related party transactions

26

7.C

Interests of experts and counsels

27

ITEM 8

FINANCIAL INFORMATION

27

8.A

Consolidated statements and other financial information

27

8.B

Significant changes

27

ITEM 9

THE OFFER AND LISTING

27

9.A

Offer and listing details

27

9.B

Plan of distribution

27

9.C

Markets

28

9.D

Selling shareholders

28

9.E

Dilution

28

9.F

Expenses of the issue

28

ITEM 10

ADDITIONAL INFORMATION

28

10.A

Share capital

28

10.B

Memorandum of association and bylaws

28

10.C

Material contracts

30

10.D

Exchange controls

30

10.E

Taxation

30

10.F

Dividends and paying agents

35

10.G

Statement by experts

35

10.H

Documents on display

35

10.I

Subsidiary information

35

10.J

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

35

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

36

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

36

12.A

Debt Securities

36

12.B

Warrants and Rights

36

2021 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 36 et seq. of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document and Note 18 Litigation to the Consolidated Financial Statements;

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 119 of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document, where applicable;

with respect to financial risks, see:

-

Note 7 to the Consolidated Financial Statements 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 for asset impairments,

-

Note 13.8 to the Consolidated Financial Statements for derivatives,

2021 Form 20-F / ORANGE – 6

-

Note 14 to the Consolidated Financial Statements 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 380 et seq. of the 2021 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.

A high concentration of Orange's critical suppliers and global supply tensions for a large number of products represent a risk for the Group's activities.

Oranges critical suppliers, particularly in the areas of network infrastructure, information systems and mobile devices, operate in highly consolidated markets.

Despite Oranges secure purchasing policies, this consolidation 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 fail or decided to change its business practices, regardless of the cause, including in the event of international economic sanctions against such critical supplier or its country of origin.

This risk of failure is heightened by the shortages linked to the specific conditions of some markets, such as the one for electronic components, and by the intensity of the global economic recovery which has caused tension in the supply of numerous products and raw materials.

If a critical supplier were to fail to deliver on Oranges purchasing requirements, Orange's business, earnings and reputation could be permanently adversely affected.

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

Orange must accelerate the rollout of its fixed and mobile broadband and very high-speed networks in regional areas and improve the quality of service of its networks to meet the high demand for connectivity related to the changes in use of such services. Orange has also made commitments regarding geographic coverage and quality of service to central government and local authorities in France. However, Orange's investment capacity is constrained by the availability of human, industrial and financial resources, both its own and those of its subcontractors. Against that backdrop, Orange has ramped up its strategy of co-financing investments and pooling 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.

2021 Form 20-F / ORANGE – 7

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 confronts Orange with risks specific to this sector in each of its host countries.

Mobile Financial Services, including banking, 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, cyberattacks and service disruption.

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

2021 Form 20-F / ORANGE – 8

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.

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 and adversely affect its financial position 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 its outlook.

The Group'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 strategy of accelerating its business activities in growth areas entails execution risks inherent to new businesses (mobile banking and cyberdefense for example) and to the countries into which the Group is expanding. If these risks were to materialize, and although the Group pays great attention to preserving the value of the major asset represented by the Orange brand, they could adversely affect the company's reputation.

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

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

Orange faces 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 scope for possible attacks, particularly cyberattacks.

If significant fraud were to occur, Orange’s revenue, margins, 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 operate its activities. Orange must also 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 licenses;
conditions governing network access (primarily those in connection with roaming or infrastructure sharing);
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);

2021 Form 20-F / ORANGE – 9

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 of competing sectors, such as cable;
consumerism legislation.

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

For further information on regulatory risks, see Section 1.7 Regulation of telecommunication activities on pages 36 et seq. of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document.

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 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-contractors and customers, as well as with the conditions governing its operator 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 certain 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 its dominant position. The Group is also involved in substantial commercial litigation with potentially very significant penalties. 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 revenue 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. That could be the case, for instance, if Orange were to distribute products that are found to contain rare minerals extracted under non-compliant conditions. Such actions could cause significant damage to Orange’s reputation.

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

Financial risks

Liquidity risk

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.

2021 Form 20-F / ORANGE – 10

Risk of asset impairment

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

At December 31, 2021, the gross value of goodwill recognized by Orange following acquisitions was 33.6 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 last five years, Orange has significantly impaired its investments in the Democratic Republic of Congo and in Jordan.

At December 31, 2021, the cumulative amount of goodwill impairment was 9.4 billion euros, excluding impairment of interests in associates and joint ventures which include in certain cases 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 have an adverse effect on its earnings. Sensitivity analyses carried out at December 31, 2021 with respect to Spain and Romania revealed additional estimated impairment risks of up to 3% and 16% of net goodwill values respectively.

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.

Credit-rating risk

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

Oranges 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 Groups earnings or performance, or changes to its shareholding structure. A prolonged multi-notch downgrade in Oranges rating would have a material adverse effect on its financing terms.

Interest rate risk

Orange’s business activities could be affected by interest rate fluctuations.

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

Since most of its current debt is at a fixed rate, Orange has limited exposure to increases in market interest rates. The Group remains exposed to a sustained ongoing increase in interest rates for future financing.

To limit exposure to interest rate fluctuations, Orange may use financial instruments (derivatives) but cannot guarantee that these transactions 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 instrument strategy proves ineffective, 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.

Foreign exchange risk

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

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

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. dollar. Intra-period variations in the average exchange rate of a particular currency could significantly affect the revenue and expenses denominated in that currency, which would significantly affect Orange’s results, 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 in this region would have an adverse effect on the Group’s consolidated revenue and earnings.

2021 Form 20-F / ORANGE – 11

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.

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

See Note 13.8 Derivative instruments to the Consolidated Financial Statements.

Credit risk and/or counterparty risk on financial transactions

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

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

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

See Note 14.5 Credit risk and counterparty risk management to the Consolidated Financial Statements included in Item 18.

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

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

For customer-related credit and counterparty risk, see Notes 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, to risks of inappropriate disclosure or modification of personal data, especially those of its customers.

With regard to violations 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 the personal data of its customers, employees or the general public that are stored in its infrastructure or carried by its networks. This includes, for example, their banking details, which form the basis of Orange’s Mobile Financial Services business.

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) targeting personal data, (iv) negligence or errors committed within Orange or within the Group's partners to whom certain operations are outsourced, or (v) 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 breaching human rights and fundamental freedoms”).

2021 Form 20-F / ORANGE – 12

Orange may be held liable in various countries under laws relating to the protection of personal data (such as the General Data Protection Regulation (EU) 2016/679 of 27 April 2016, GDPR), which reinforces the rights of individuals and the obligations of companies involved in data processing, such as telecommunications 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, its corporate purpose could be questioned and its reputation could be substantially affected.

Orange faces a variety of 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, international conflicts and a context where social tensions and labor unrest are increasing expose Orange employees and subcontractors to risks to their safety while performing their professional activities.

Furthermore, against a backdrop of increasingly regular telework, sometimes a source of social isolation, the employees of Orange and its subcontractors are exposed to risks to their health and even their safety.

In addition, the Group's transformation program linked to the Engage 2025 strategic plan and the rapid acceleration of online interactions could generate psychosocial risks, potential sources of physical or psychological disability for individuals. Such risks could also slow the rollout of the Group's strategy 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 people 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 accelerate in 2022, particularly within the various Groups corporate functions as part of the implementation of the new intergenerational agreement in December 2021(see Section 1.3 Significant events on page 16 of the 2021 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's development in professions in high demand in the job market. This could affect Orange's ability to effectively pursue its activities and implement its strategy. If Orange's attractiveness as an employer or its training programs were to prove insufficient, its earnings and outlook could be adversely affected, and some of the human risks described in the risk factor "Orange faces a variety of internal and external risks relating to human health and safety" could increase.

In addition, without the necessary skills, the aim of providing digital support to stakeholders, which is part of the Engage 2025 strategic plan, could prove harder to achieve.

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.

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 target Orange, its customers, its business relationships or its employees.

In any event, the Group could be held liable, and Oranges earnings, 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 breaching 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. The reduced capacity of Orange to exercise its supervision via on-site audits (due to continued restrictions on international travel) aggravates these risks.

2021 Form 20-F / ORANGE – 13

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

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

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

Exposure to electromagnetic fields from telecommunications 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.

Following concerns raised in many countries regarding the possible health risks linked to exposure to electromagnetic fields from telecommunication equipment, public authorities have in general approved binding regulations and health authorities have issued 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 on some of these frequencies 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 significant adverse effect on Orange's business, brand image and the Group's earnings and financial position. Beyond potential adverse effects on Orange, this could significantly curb the development of the digital society.

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. 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, failure to meet Oranges coverage commitments to the authorities, deterioration in the quality of service and an increase in network rollout 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, 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, earnings, 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.

2021 Form 20-F / ORANGE – 14

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.

2021 Form 20-F / ORANGE – 15

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, a new 10% threshold of the voting rights for the non-European investments in listed companies, in addition to the 25% abovementioned threshold.

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

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 2021 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,
Section 1.1.3 History on page 6,
Section 3.1.2.5 Group capital expenditure on pages 90 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, 2019 are included in Section 3.1.2.5 Group capital expenditure on pages 90 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, 2021 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

4.B

BUSINESS OVERVIEW

The information required by this section is set forth as follows in the 2021 Universal Registration Document filed as Exhibit 15.1 of this document:

Section 1.3 Significant events (excluding references to EBITDAaL) on pages 14 et seq.,
Section 1.4 Operating activities on pages 17 et seq.,
Section 1.6.2 Intellectual Property and Licensing on page 35,
Section 1.7 Regulation of telecommunication activities on pages 36 et seq.,
Section 3.1.2.1 Group revenue on pages 85 et seq.,
Section 7.2.2 Glossary of technical terms on pages 427 and 428,

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 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 2021 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, 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 2021 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, on pages 30 et seq., and Section 3.1.2.5 Group capital expenditure on pages 90 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.

2021 Form 20-F / ORANGE – 17

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 2021 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 83 et seq., and (ii) Section 1.3 Significant events on pages 14 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 2021 and 2020, set forth in the 2021 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.1.2.1 Group revenue on pages 85 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 89 et seq.;
a comparative analysis of the Group operating income for 2021 and 2020, set forth below;
a comparative analysis of the Group operating results and a comparative analysis by business segment for the years ended December 31, 2020 and December 31, 2019, 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.

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 114 et seq. of the 2021 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 2021 Universal Registration Document filed as Exhibit 15.1 of this document in Section 7.2.1 Financial glossary, on pages 424 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

(at December 31, in millions of euros)

data on a comparable basis

data on a historical basis

Operating income

 

2,521

 

5,537

 

5,521

Telecom activities

 

2,702

 

5,736

 

5,715

Mobile Financial Services

 

(182)

 

(200)

 

(195)

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 2021 vs. 2020

In 2021, Orange group operating income amounted to 2,521 million euros (of which 2,702 million euros for telecom activities and a loss of 182 million euros for Mobile Financial Services), a decrease of 54.3% on a historical basis and 54.5% on a comparable basis with respect to 2020.

On a historical basis, the 54.3% or 2,999 million euro decrease in Group operating income between 2020 and 2021 was mainly due to:

the favorable impact of changes in the scope of consolidation and other changes for 43 million euros, corresponding primarily to the effect 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);

the negative effect of foreign exchange fluctuations which amounted to 27 million euros, mainly resulting from the performance of the US dollar against the euro; and

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

On a comparable basis, the 54.5% or 3,015 million euro decrease in Group operating income between 2020 and 2021 was mainly due in order of importance to:

2021 Form 20-F / ORANGE – 18

the goodwill impairment in 2021 of 3,702 million euros in Spain (see Note 7 to the Consolidated Financial Statements), where the business plan had been significantly revised downward since December 31, 2020, in view of (i) a deteriorating competitive environment despite market consolidation operations (affected by the decrease in average revenue per user), and (ii) uncertainties surrounding the continuation of the Covid-19 health crisis (delay in economic recovery forecasts);

the recognition in 2021 of an expense of 1,225 million euros under the renewal of the French part-time for seniors plans (Temps Partiel Séniors – TPS), relating to agreements for the employment of older workers in France, as part of the intergenerational agreement signed at the end of 2021 for the 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 benefits to the Consolidated Financial Statements);

the increase in commercial expenses, equipment and content costs (see Section 7.2.1 Financial glossary), after the fall observed in 2020 against the backdrop 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, 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 6.3 Sharebased payment to the Consolidated Financial Statements). Between the two periods, the average number of employees (full-time equivalent, see Section 7.2.1 Financial Glossary) was down 2.0% representing a decrease of 2,670 full-time equivalent employees (mainly in France, Spain and Poland). Wages and employee benefit expenses were stable between the two periods: the decline 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;

the increase of 103 million euros in depreciation and amortization of right-of-use assets, mainly in France (increase in leased lines, commissioning of new technical sites), and incidentally in the Other European countries and in Africa & Middle East countries;

the 81 million euro increase in other network and IT expenses (see Section 7.2.1 Financial glossary of the 2021 Universal Registration Document filed as Exhibit 15.1 of this document), mainly in Spain, and in Africa & Middle East countries (in connection with the activity growth, development of data services and continued deployment of networks); and

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

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) partly 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 fixed 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;

the increase in other operating income (see Section 7.2.1 Financial glossary and Note 4.2 to the Consolidated Financial Statements), due in particular to the increase of Net Banking Income (NBI) from 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) to the decrease 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), see Note 10.1 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 2020 vs. 2019

The discussion of the Group’s operating and financial review and prospects for the years ended December 31, 2020 and December 31, 2019 is included in Part I, Item 5.A (Analysis of Group operating income) on page 16 et seq. of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 18, 2021.

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 2021 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 108 et seq.,
Section 3.1.2.5.1 Capital expenditure, on pages 90 and 91,
Section 3.2.1 Recent events, on page 119,

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

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, 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.

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

At December 31, 2021

    

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

 

34,939

 

35,062

 

3,821

 

4,955

 

5,085

 

21,202

Financial liabilities of Orange Bank (2)

 

17.2.6

 

3,161

 

3,161

 

2,415

 

746

 

 

Trade payables of telecom activities

 

14.3

 

11,163

 

11,163

 

9,793

 

352

 

597

 

421

Trade payables of Orange Bank

 

5.6

 

86

 

86

 

86

 

 

 

Future interests on financial liabilities

 

14.3

 

9,722

 

1,628

 

1,635

 

1,563

 

4,896

Total Financial liabilities

 

49,350

(3)

59,194

 

17,743

 

7,688

 

7,244

 

26,519

Lease liabilities

 

9.2

 

8,065

 

8,755

 

1,546

 

2,509

 

1,830

 

2,871

Employee Benefits

 

6.2

 

5,113

 

7,374

 

2,379

 

1,089

 

672

 

3,234

Provisions for dismantling

 

8.7

 

897

 

1,059

 

22

 

34

 

34

 

969

Restructuring provisions

 

5.3

 

185

 

185

 

124

 

61

 

 

Other liabilities

 

5.7

 

2,644

 

2,644

 

2,338

 

306

 

 

Operating taxes and levies payables

 

10.1.2

 

1,436

 

1,436

 

1,436

 

 

 

Current tax payables

 

10.2.3

 

425

 

425

 

425

 

 

 

Total other liabilities (4)

 

18,766

 

21,879

 

8,270

 

3,999

 

2,536

 

7,074

Lease commitments

 

179

 

54

 

52

 

33

 

40

Other operational and purchase obligations

 

14,732

 

4,195

 

4,683

 

1,656

 

4,197

Unrecognized operational contractual commitments

 

16.1 & 17.3

 

14,911

 

4,250

 

4,735

 

1,689

 

4,237

TOTAL

 

95,984

 

30,263

16,423

 

11,470

 

37,830

(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 millions of euros (including TDIRA, bonds and bank and lending institutions).
(4)excluding deferred tax liabilities and deferred income.

5.C

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

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 1.6 Research and innovation on pages 33 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, 2020 and December 31, 2019 is included in Part I, Item 5.C of the Annual Report on page 17 of Form 20-F filed with the Securities and Exchange Commission on March 18, 2021.

5.D

TREND INFORMATION

The information required by this section is set forth in the 2021 Universal Registration Document filed as Exhibit 15.1 of this document as follows:

Section 3.2.1 Recent Events, on page 119,
Sections 1.2.2 Key changes in the telecoms services market and 1.2.3 The Orange group strategy, on pages 10 et seq.,

2021 Form 20-F / ORANGE – 21

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 2021 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 356 et seq. and is incorporated in this section by reference.

6.BCOMPENSATION

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 5.4 Compensation and benefits paid to Directors, Corporate Officers and Senior Management on pages 382 et seq. and incorporated in this section by reference.

6.C

BOARD PRACTICES

The information required by this section is set forth in the 2021 Universal Registration Document filed as Exhibit 15.1 of this document as indicated below:

Section 5.1.1 Board of Directors, on pages 356 et seq.,
Section 5.1.3 Executive Committee, on pages 361 to 363,
Sections 5.2 Operation of the management and supervisory bodies, on pages 371 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, on page 390 and Section 5.4.1.3 Compensation structure for Corporate Officers for 2022 on pages 390 et seq.

and incorporated in this section by reference.

6.D

EMPLOYEES

Employment

General changes in the number of Group employees

In 2021, the Orange group experienced several changes in terms of scope. Internationally, the main change related to the inclusion of two Romanian telecommunications companies, Telekom Romania (2,903 permanent employment contracts) and Nextgen (406 permanent employment contracts) in the Europe division in the last quarter. Three other movements took place during the fiscal year: the respective departures of Business & Decision North America (OBS division: -35 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 experienced internal changes, with the integration of the Sofrecom companies in the Corporate division, the creation of the Totem companies to manage the Towerco activities in France and Spain and 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.

2021 Form 20-F / ORANGE – 22

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.

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:

OBS international continues to increase 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%).

In terms of average full-time equivalent employees (FTEs) (monthly average over the year), the Group’s internal workforce was 132,002 FTEs at the end of 2021. This represents a reduction of 2,670 FTEs (-2.0%) 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 Group had 2,770 employees on fixed-term contracts, nearly 62% of whom were outside France. Between 2021 and 2020 on a comparable basis, this head count was down by 7.1% (i.e. -211 fixed-term contracts), a trend driven by countries outside France (-139 employees or -7.5%). This additional workforce, which represented 2.0% of the workforce at the end of 2021 (stable compared with 2020), is marginal. At the end of 2021, almost half 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 (information systems and networks) are their second sector of activity (19%).

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

Support

 

19.7

%  

19.5

%  

19.6

%  

Customer

 

31.8

%  

32.8

%  

33.0

%  

Support functions

 

11.1

%  

11.1

%  

12.1

%  

Innovation and Technology

 

35.0

%  

33.3

%  

32.3

%  

Other

 

2.4

%  

3.3

%  

3.0

%  

Group total (1)

 

100.0

%  

100.0

%  

100.0

%  

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

2021 Form 20-F / ORANGE – 23

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

 

France

 

56.0

%  

57.9

%  

59.4

%

Spain

 

4.1

%  

4.3

%  

4.1

%

Poland

 

7.5

%  

8.0

%  

8.5

%

other European countries

 

12.2

%  

9.6

%  

9.3

%

Africa

 

13.8

%  

13.3

%  

12.2

%

Asia-Pacific

 

4.6

%  

4.5

%  

4.2

%

North and South America

 

1.8

%  

2.4

%  

2.3

%

Group total (2)

 

100.0

%  

100.0

%  

100.0

%

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

External workforce

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) and as a monthly average over the year. In 2021, as in the previous year, it mainly concerned commercial departments, in particular half for the sales activities to B2C customers, and 20% of the total in B2B sales and service. Less significant in network activities, the use of temporary labor represents a small volume in information systems activities. The 16.7% increase compared to 2020 was mainly driven by activities with B2C customers.

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% of the Group’s total workforce in France in 2021.

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

(1)

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

(2)

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

(3)

The 2021 figures are provisional.

(4)

The 2020 figures have been updated.

Outsourcing

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, engineering, architecture, as well as in B2B and B2C 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

The use of subcontracting concerned 32,221 full-time equivalent employees (monthly average over the year) at end-December 2021, compared with 35,721 FTEs in 2020, a decrease of 9.8% (-3,500 FTEs). This external labor accounted for 30.4% 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 completion of their rollout program in 2021.

Outsourcing – Group France(1)

    

2021(3)

    

2020(4)

    

2019

Amount of subcontracting (in millions of euros)

 

3,030.5

 

2,820.9

 

2,724.3

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

 

32,221

 

35,721

 

33,691

(1)Scope of financial consolidation: excludes companies with employees in France whose revenue is consolidated under the “international” business consolidation scope.
(2)Calculation based on the outsourcing 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.

Social dialog

Organization of social dialog

Worldwide

The Worldwide Works Council was created in 2010 to provide a common platform for social dialog at Group level. It comprises 32 members representing 23 countries across the world, each with more than 400 employees. It met twice in 2021. It examines 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.

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

The European Works Council comprises 24 employee representatives from 18 countries. It met six times in 2021. The subjects presented relate to the company’s economic and financial situation, employment trends, changes in the activities and structure of the Group, particularly in the area of cybersecurity and infrastructures (such as the Orange TowerCo Europe project).

In France

In 2021, the Social and Economic Committee (CSEC) of UES Orange met 20 times – mainly to discuss health and safety and measures implemented for the Covid-19 pandemic – for recurring information-consultation meetings (strategy, economic and financial position of the company, social policy, employment and working conditions) and ad hoc information-consultation meetings mainly concerning changes in the activities and structure of the Group (e.g., the Orange TowerCo France project).

The French Works Council is the collective body covering all Group subsidiaries in France. It met six times during the 2021 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.

2021 Form 20-F / ORANGE – 25

6.E

SHARE OWNERSHIP

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 5.1.4.2 Information on Company shares held by Directors and Officers, on page 369,
Section 5.1.4.4 Shares and stock options held by members of the Executive Committee, on page 370,
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 2021, on pages 384 to 390,
Section 5.4.3 Compensation of members of the Executive Committee, on page 397,
Section 6.2 Major shareholders, on page 401, 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 payment 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.

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.

Item 7

Major shareholders and related party transactions

7.A

MAJOR SHAREHOLDERS

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 6.2 Major shareholders, on pages 401 and 402 and incorporated this section by reference.

Securities held and number of record holders in the United States

As of March 17, 2022, there were 57,397,758 ADRs of Orange outstanding and 233 holders of record were registered with Bank of New York Mellon, depositary for the ADS program.

As of March 22, 2022, 589 United States residents were owners of Orange’s Shares in fully registered form (au nominatif pur). Those U.S. residents held 104,298 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% of its share capital as at December 31, 2021.

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

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 made in 2021, directly or indirectly, between a Director or Corporate Officer or a shareholder holding more that 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.

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 2021 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 119 and 402 and incorporated this section by reference.

8.B

SIGNIFICANT CHANGES

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 3.2.1 Recent events, on page 119, 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).

9.B

PLAN OF DISTRIBUTION

Not applicable

2021 Form 20-F / ORANGE – 27

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 2021 Universal Registration Document filed as Exhibit 15.1 of this document under:

subsection Corporate scope of Section 7.1 Company identification on page 424,
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,
Section 5.2.1.2 Independent Directors on pages 371 and 372, section 5.2.1.5 Chairman of the Board of Directors, on page 373, and section 5.2.1.8 Board and committee activities during the fiscal year, on pages 376 et seq.,
Section 6.1.3 Authorizations to carry out capital increases, on page 400, section 6.3 Dividend distribution policy, on page 402, section 6.2.1.2 Information on shareholders’ agreements, on page 401 and 402, and Section 6.4.1 Rights, preferences and restrictions attached to shares, on page 403,
Section 6.4.2 Actions necessary to modify shareholders’ rights, on page 403,
Section 6.4.3 Rules for participation in and notice of Shareholders’ Meetings, on pages 403 and 404,
Section 6.4.4 Declarations of threshold crossing, on page 404,
Section 5.2.1.1 Legal and statutory rules relating to the composition of the Board of Directors on page 371 and section 6.2 Major shareholders on pages 401 and 402,

and incorporated in this section by reference.

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

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, 2021.

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, 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) 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.

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

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 Note 3.2 Main changes in the scope of consolidation to the Consolidated Financial Statements.

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.

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.

2021 Form 20-F / ORANGE – 30

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.

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, has been published in the official guidelines of the French tax authorities on December 29, 2021 (BOI-ANNX-000467-29/12/2021), and Orange has been included on such list as a company whose market capitalization exceeded 1 billion euros as at December 1, 2021. 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.

2021 Form 20-F / ORANGE – 31

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. 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% 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.

2021 Form 20-F / ORANGE – 32

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.

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.

2021 Form 20-F / ORANGE – 33

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.

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.

2021 Form 20-F / ORANGE – 34

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 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. 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, these telecommunication services represented gross revenues of approximately 3.7 million euros and a net profit of approximately 0.33 million euros.

2021 Form 20-F / ORANGE – 35

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, these telecommunication services represented gross revenues of approximately 0.05 million euros and a net profit of approximately 0.01 million 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 risk instruments for purposes other than trading.

Item 12

Description of securities other than equity securities

12.A

DEBT SECURITIES

Not applicable.

12.B

WARRANTS AND RIGHTS

Not applicable.

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

2021 Form 20-F / ORANGE – 36

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.

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,
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.

2021 Form 20-F / ORANGE – 37

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 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.

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 of the 2021 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 (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 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 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 recommendation of the relevant committees.

Audit Committee

Orange’s Audit Committee consists of four directors including two 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

2021 Form 20-F / ORANGE – 42

NYSE Standards

Corporate Governance Practices of Orange

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.

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.

2021 Form 20-F / ORANGE – 43

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

1.

Bylaws (statuts) of Orange, as amended on May 19, 2020.

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-131.

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 Delegate 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 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 pages and sections of the 2021 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 years ended December 31, 2019 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

Consent of Deloitte as auditor 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

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.

2021 Form 20-F / ORANGE – 44

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:     Delegate Chief Executive Officer, Finance, Performance and Development

Issy-les-Moulineaux, France

April 1, 2022

2021 Form 20-F / ORANGE – 45

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 statement of financial position of Orange S.A. and its subsidiaries (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 then ended, 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, 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, 2022 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 the consolidated financial statements, the Group has changed its method of accounting for certain defined benefit pension plans as of December 31, 2021 (with retrospective effect to January 1, 2019), due to the implementation of the IFRS IC agenda decision concerning IAS 19 “Employee Benefits” published in May 2021.

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 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 the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit 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 audit 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 provides 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 analyses

Description of the matter

As discussed in Notes 7 and 8 to the consolidated financial statements, the total goodwill, other intangible assets and property, plant and equipment balances were € 24,192 million, € 14,940 million and € 30,484 million respectively, as of December 31, 2021. The Group performs impairment analyses with respect to these assets 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 business segment, or to each country in the Africa and Middle East region and Europe. An impairment loss is recognized if the recoverable amount is lower than the carrying value. The recoverable amount is determined mostly upon retaining the value in use. The estimate of value in use is the present value of expected future cash flows.

We identified the evaluation of the goodwill, other intangible assets and property, plant and equipment impairment analyses 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 judgment due to the inherent uncertainties and forward-looking nature of such 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, 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 and discount rate assumptions. To assess the Group’s ability to forecast, we compared the Group’s previous forecasts to actual results. We performed sensitivity analyses over 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 to 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 values to the plans submitted to those charged with governance. In addition, we assessed the adequacy 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.

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 asset 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 assessing the Groups application of the relevant tax regulations and evaluated the feasibility and viability of the Groups tax-planning strategies. We compared certain assumptions that were used to evaluate the realizability of deferred tax asset with those used for asset impairment testing. In addition, we assessed the adequacy of the information disclosed in Notes 10.2.1 and 10.2.3 to the consolidated financial statements.

2021 Form 20-F / ORANGE – F-2

Evaluation of provisions for competition and regulatory disputes

Description of the matter

As discussed in Notes 5.2, 5.7 and 18 to the consolidated financial statements, the Group is involved in a number of legal disputes in France and abroad, including matters relating to competition issues and national and European Commission regulations. Provisions arising from these proceedings are recorded when the Group 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 of 405 million was recorded, a portion of which relates to competition and regulatory disputes involving the Group as of December 31, 2021.

We identified the evaluation of provisions for competition and regulatory disputes 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 over the Groups provision for competition and regulatory disputes process, including controls related to the evaluation of information from internal and external legal counsel. We assessed the amounts recorded and/or disclosed by evaluating responses received directly from the Groups internal and external legal counsel related to competition and regulatory disputes. We evaluated relevant publicly available information, including court proceedings related to competition and regulatory disputes regarding the Group and events subsequent to the date of the consolidated statement of financial position. To assess the Groups ability to estimate provisions for competition and regulatory disputes, we compared historical provision estimates to actual settlements. In addition, we assessed the adequacy of the information disclosed in Notes 5.2, 5.7 and 18 to the consolidated financial statements.

/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

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, the accompanying consolidated statements 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 period 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 2.3.1 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, 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 period 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 2.3.1 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. 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 audits 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 provide 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

Consolidated financial
statements

Year ended December 31, 2021

Graphic

Consolidated financial statements 2021

F-5

Significant events 2021

Impairment of goodwill in Spain

French part-time for seniors plan

Significant changes in the scope of consolidation in 2021

The downward revision of the business plan for the cash-generating unit in Spain has led to the recognition at June 30, 2021 of an impairment loss of (3,702) million euros in goodwill.

On December 17, 2021, as part of the renegotiation of the intergenerational agreement, a new French part-time for seniors plan was signed in France, resulting in the recognition of an employee benefit liability of 1,225 million euros.

In 2021, the Group carried out several significant transactions 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

Graphic

Note 7

Graphic

Note 6.2.1

Graphic

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 2021

F-7

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

Revenue

 

4.1

 

42,522

 

42,270

 

42,238

External purchases

 

5.1

 

(17,973)

 

(17,691)

 

(17,860)

Other operating income

 

4.2

 

783

 

604

 

720

Other operating expenses

 

5.2

 

(700)

 

(789)

 

(599)

Labor expenses

 

6.1

 

(9,917)

 

(8,490)

 

(8,494)

Operating taxes and levies

 

10.1.1

 

(1,926)

 

(1,924)

 

(1,827)

Gains (losses) on disposal of fixed assets, investments and activities

 

3.1

 

2,507

 

228

 

277

Restructuring costs

 

5.3

 

(331)

 

(25)

 

(132)

Depreciation and amortization of fixed assets

8.2

(7,074)

(7,134)

(7,110)

Depreciation and amortization of financed assets

8.5

(84)

(55)

(14)

Depreciation and amortization of right-of-use assets

 

9.1

 

(1,481)

 

(1,384)

 

(1,274)

Reclassification of translation adjustment from liquidated entities

 

 

(0)

 

 

12

Impairment of goodwill

 

7.1

 

(3,702)

 

 

(54)

Impairment of fixed assets

 

8.3

 

(17)

 

(30)

 

73

Impairment of right-of-use assets

9.1

(91)

(57)

(33)

Share of profits (losses) of associates and joint ventures

 

11

 

3

 

(2)

 

8

Operating income

 

 

2,521

 

5,521

 

5,930

Cost of gross financial debt excluding financed assets

 

 

(829)

 

(1,099)

 

(1,108)

Interests on debts related to financed assets

(1)

(1)

(1)

Gains (losses) on assets contributing to net financial debt

 

 

(3)

 

(1)

 

5

Foreign exchange gain (loss)

 

 

65

 

(103)

 

76

Interests on lease liabilities

(120)

(120)

(129)

Other net financial expenses

 

 

106

 

11

 

15

Effects resulting from BT stake

 

13.7

 

 

 

(119)

Finance costs, net

 

13.2

 

(782)

 

(1,314)

 

(1,261)

Income taxes

 

10.2.1

 

(962)

 

848

 

(1,447)

Consolidated net income

 

 

778

5,055

 

3,222

Net income attributable to owners of the parent company

 

 

233

 

4,822

 

3,004

Non-controlling interests

 

15.6

 

545

 

233

 

218

Earnings per share (in euros) attributable to parent company

 

15.7

 

Net income

 

 

basic

 

 

0.00

1.72

1.03

diluted

 

 

0.00

1.71

1.02

Consolidated financial statements 2021

F-9

Consolidated statement of comprehensive income

(in millions of euros)

    

Note

    

2021

    

2020(1)

    

2019(1)

 

Consolidated net income

 

  

778

 

5,055

 

3,222

Remeasurements of the net defined benefit liability

 

6.2

59

 

(13)

 

(62)

Assets at fair value

 

13.7-17.1

9

 

94

 

(25)

Income tax relating to items that will not be reclassified

 

10.2.2

(14)

 

1

 

18

Share of other comprehensive income in associates and joint ventures that will not be reclassified

 

(4)

 

 

Items that will not be reclassified to profit or loss (a)

 

51

 

82

 

(68)

Assets at fair value

13.7-17.1

1

1

9

Cash flow hedges

 

13.8.2

317

 

22

 

144

Translation adjustment gains and losses

 

15.5

200

 

(414)

 

78

Income tax relating to items that are or may be reclassified

 

10.2.2

(84)

 

(10)

 

(47)

Share of other comprehensive income in associates and joint ventures that are or may be reclassified

5

Items that are or may be reclassified subsequently to profit or loss (b)

 

439

 

(401)

 

184

Other consolidated comprehensive income (a) + (b)

 

490

 

(319)

 

115

Consolidated comprehensive income

 

1,267

 

4,736

 

3,339

Comprehensive income attributable to the owners of the parent company

 

687

 

4,578

 

3,109

Comprehensive income attributable to non-controlling interests

 

580

 

158

 

230

(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 2021

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

(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 2021

F-11

Consolidated statements of changes in shareholders’ equity

(in millions of euros)

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

issued shares

capital

premiums

dinated

compre-

compre-

and

notes

hensive

hensive

statutory

income

income

    

    

    

    

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

Share-based compensation

 

6.1

 

 

 

 

 

52

 

 

52

 

3

 

 

3

 

55

Purchase of treasury shares

 

15.2

 

 

 

 

 

(34)

 

 

(34)

 

 

 

 

(34)

Dividends

 

15.3

 

 

 

 

 

(1,857)

 

 

(1,857)

 

(248)

 

 

(248)

 

(2,105)

Issues and purchases of subordinated notes

15.4

0

(81)

(81)

(81)

Subordinated notes remuneration

 

15.4

 

 

 

 

 

(297)

 

 

(297)

 

 

 

 

(297)

Changes in ownership interests with no gain/loss of control

3.2

4

4

1

1

5

Changes in ownership interests with gain/loss of control

3.2

2

2

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)

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

(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 buyout of non controlling interests in Orange Belgium and the full buyout of non controlling interests in Orange Bank (see Note 3.2)
(4)Related to the takeover of Telekom Romania Communications (see Note 3.2)

Consolidated financial statements 2021

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)

  

  

  

  

  

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