ORANGE [ORAN] Filings

ORANGE [ORAN] Filings

ORANGE [FNCTF] Filings

20-F 1 oran-20231231x20f.htm

Table of Contents

As filed with the Securities and Exchange Commission on March 29, 2024

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, 2023

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

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

Date of event requiring this shell company report _____________

For the transition period from _____________ to _______________

Commission File Number: 001-14712

ORANGE

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

111 quai du Président Roosevelt

92130 Issy-les-Moulineaux

France

French Republic

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

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

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

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

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

Title of each class:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share, nominal value €4.00 per share	ORAN	New York Stock Exchange

Ordinary Shares, nominal value €4.00 per share*		New York Stock Exchange*
		* Listed, not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

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

None

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

Ordinary Shares, nominal value €4.00 per share 2,657,627,456 as of December 31, 2023

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


Yes ☒	No ☐

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


Yes ☐	No ☒

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


Yes ☒	No ☐

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


Yes ☒	No ☐

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

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


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Emerging growth company ☐

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

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

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

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

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

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 ☒

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Presentation of information

The consolidated financial statements contained in this annual report of Orange on Form 20-F for the year ended December 31, 2023 (the “Annual Report on Form 20-F”) have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”), as of December 31, 2023.

This Form 20-F contains certain financial information presented on a “comparable basis”. The basis for the presentation of this financial information is set out in Item 5 Operating and Financial Review and Prospects. The unaudited financial information presented on a comparable basis is not intended to be a substitute for, and should be read in conjunction with, the Consolidated Financial Statements, 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 “2023 Universal Registration Document” are references only to those pages and sections of Orange’s Universal Registration Document for the year ended December 31, 2023 that are attached in Exhibit 15.1 to this Form 20-F and form a part hereof. For the avoidance of doubt, all references to EBITDAaL, organic cash flow and related terms, which are non-IFRS financial indicators, are explicitly excluded from this Form 20-F and the 2023 Universal Registration Document attached in Exhibit 15.1 except as otherwise required including for segment reporting. The 2023 Universal Registration Document in its entirety was furnished to the SEC in a Report on Form 6-K on March 29, 2024. Other than as expressly provided herein, the 2023 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.

2023 Form 20-F / ORANGE – 2

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Cautionary statement regarding forward-looking statements

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

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

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

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

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

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

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

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

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

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

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

−	Mobile Financial Services activities pose risks to Orange that are specific to this sector in each country covered by its services;

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

−	Orange 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 cyber-attacks, to risks of disclosure or inappropriate modification of personal data, especially those of its customers;

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

−	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;

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

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

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

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

2023 Form 20-F / ORANGE – 3

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Table of contents

PRESENTATION OF INFORMATION			2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			3
PART I			6
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		6
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE		6
ITEM 3	KEY INFORMATION		6
	3.A	[Reserved]	6
	3.B	Capitalization and indebtedness	6
	3.C	Reasons for the offer and use of proceeds	6
	3.D	Risk factors	6
ITEM 4	INFORMATION ON ORANGE		17
	4.A	History and development of Orange	17
	4.B	Business overview	18
	4.C	Organizational structure	18
	4.D	Property, plants and equipment	18
ITEM 4A	UNRESOLVED STAFF COMMENTS		19
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		19
	5.A	Operating results	19
	5.B	Liquidity and capital resources	21
	5.C	Research and development, patents and licenses, etc.	23
	5.D	Trend information	23
	5.E	Critical Accounting Estimates	23
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		23
	6.A	Directors and senior management	23
	6.B	Compensation	23
	6.C	Board practices	24
	6.D	Employees	24
	6.E	Share ownership	28
	6.F	Disclosure of actions to recover erroneously awarded compensation.	28
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		28
	7.A	Major shareholders	28
	7.B	Related party transactions	29
	7.C	Interests of experts and counsels	29
ITEM 8	FINANCIAL INFORMATION		29
	8.A	Consolidated statements and other financial information	29
	8.B	Significant changes	29
ITEM 9	THE OFFER AND LISTING		29
	9.A	Offer and listing details	29
	9.B	Plan of distribution	30
	9.C	Markets	30
	9.D	Selling shareholders	30
	9.E	Dilution	30
	9.F	Expenses of the issue	30
ITEM 10	ADDITIONAL INFORMATION		30
	10.A	Share capital	30
	10.B	Memorandum of association and bylaws	30
	10.C	Material contracts	32
	10.D	Exchange controls	32
	10.E	Taxation	33
	10.F	Dividends and paying agents	37
	10.G	Statement by experts	37
	10.H	Documents on display	37
	10.I	Subsidiary information	37
	10.J	Disclosure Pursuant to Section 13 (r) of the United States Exchange Act of 1934	37
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		38
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		38
	12.A	Debt Securities	38

2023 Form 20-F / ORANGE – 4

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	12.B	Warrants and Rights	38
	12.C	Other Securities	39
	12.D	American Depositary Shares	39
PART II			40
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		40
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		40
ITEM 15	CONTROLS AND PROCEDURES		40
	15.A	Disclosure controls and procedures	40
	15.B	Management’s annual report on internal control over financial reporting	41
	15.C	Report of independent registered public accounting firms	41
	15.D	Changes in internal control over financial reporting	42
ITEM 16	[RESERVED]		42
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT		42
ITEM 16B	CODE OF ETHICS		43
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES		43
ITEM 16D	EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES		43
ITEM 16E	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		43
ITEM 16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		44
ITEM 16G	CORPORATE GOVERNANCE		44
ITEM 16H	MINE SAFETY DISCLOSURE		45
ITEM 16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		45
ITEM 16J	INSIDER TRADING POLICIES		45
ITEM 16K	CYBERSECURITY		45
PART III			47
ITEM 17	FINANCIAL STATEMENTS		47
ITEM 18	FINANCIAL STATEMENTS		47
ITEM 19	LIST OF EXHIBITS		47
SIGNATURE			48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS			F-2
CONSOLIDATED FINANCIAL STATEMENTS			F-5

2023 Form 20-F / ORANGE – 5

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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 of the 2023 Universal Registration Document filed as Exhibit 15.1 of this document and Note 18 Litigation to the Consolidated Financial Statements included in Item 18;

−

with respect to risks relating to litigation involving the Group, see also Note 10 Taxes and Note 18 Litigation to the Consolidated Financial Statements, as well as Section 3.2.1 Recent events of the 2023 Universal Registration Document filed as Exhibit 15.1 of this document, where applicable;

−	with respect to financial risks, see:

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

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

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

2023 Form 20-F / ORANGE – 6

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

Note 14 to the Consolidated Financial Statements included in Item 18 for the management of interest rate risk, foreign exchange risk, liquidity risk, covenants, credit risk and counterparty risk, and equity market risk. The policies for managing interest rate, foreign exchange and liquidity risks are set by the Treasury and Financing Committee. See Section 5.2.2.3 Executive Committee and Group governance committees of the 2023 Universal Registration Document filed as Exhibit 15.1 of this document;

Operational risks

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

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

The proliferation of national and international crises and conflicts affects the general business climate and the conduct of the Group’s activities. In that sense, the population movements following the conflicts in Ukraine and the Middle East put pressure on the operations of Orange’s subsidiaries bordering the conflict areas.

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

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

Lastly, threats to certain geopolitical, diplomatic or trade-related balances may result in tighter protectionist measures and/or current or future international economic sanctions against certain countries, which could affect the value or sustainability of investments made in those countries.

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

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

Orange’s business activities require the transmission through its networks and storage on its infrastructure of data, including that belonging to its B2B or government customers, suppliers, partners and all stakeholders other than natural persons (see Section “-Non-financial risks” below and section 2.2.3.4 for information relating to risks regarding personal data).

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

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

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

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

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

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

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

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

These developments could adversely affect Orange’s revenues and margins.

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

Orange depends, particularly in the areas of network infrastructure, information systems and mobile handsets, on a limited number of critical suppliers operating in highly concentrated markets. As such, any unilateral decision made by a key partner could be detrimental to the economic, strategic or compliance interests of the Group.

Despite Orange’s secure and alternative purchasing policies, this dependence poses a risk to the Group’s current or future business in the event that one of these suppliers defaults or decides 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Orange must accelerate the roll-out of its fixed and mobile broadband and very high-speed broadband networks in the regions and improve the quality of service of its networks to meet the high demand for connectivity linked to changing uses. Moreover, Orange has 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. Failure to meet these expectations in a balanced manner could have an adverse effect on Orange’s earnings and reputation.

Mobile Financial Services activities pose risks to Orange that are specific to this sector in each country covered by its services.

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

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

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

The vast majority of the Group’s business activities are operated under the single Orange brand. Although the Group takes great care to preserve the value of the major asset that is the Orange brand, the execution risks inherent in each of its business activities could, if they materialize, affect the image of the Orange brand and thus damage the reputation of the entire Group, particularly in 2024 when Orange will be the sole network provider for Olympic and Paralympic Games broadcasts.

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

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

The success of the strategy Lead the Future (see Section 1.2.3 The Orange group strategy) could depend on the accomplishment of the transformation projects which require, in particular, the support of Orange’s employees and customers. It could also depend on changes in the legal and regulatory framework and a fairer application of the existing legal and regulatory framework to telecommunication operators. The implementation of this new strategy also involves the continuation of operational efficiency programs such as the digitization of processes and cost management and capital allocation policies centered on the creation of value, which may not bring the expected results. Lastly, current geopolitical tensions could also affect how this strategy plays out (see “Orange’s broad geographic footprint and the scope of its activities expose it to geopolitical, macroeconomic, security and operational risks” above).

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

2023 Form 20-F / ORANGE – 9

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

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

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

Legal risks

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

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

Orange’s 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:

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the modification or renewal under unfavorable conditions, or even the withdrawal, of fixed or mobile operator’s licenses;

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conditions for accessing networks (primarily in connection with roaming or infrastructure sharing) or rolling-out new networks such as Fiber;

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service rates;

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the introduction of new taxes or increases in existing taxes on telecommunication companies, including the introduction of taxes aimed at facilitating the achievement of countries’ carbon neutrality targets (such as taxes on use or handset purchases);

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banking and financial supervision, and any related compliance regulations such as laws and regulations on economic sanctions;

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non-financial corporate obligations;

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data security;

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merger and acquisition policy;

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regulations affecting operators in competing sectors, such as cable;

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consumer legislation.

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

For further information on regulatory risks, see Section 1.7 Regulation of telecommunication activities.

2023 Form 20-F / ORANGE – 10

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

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

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

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

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

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

Financial risks

Risk of asset impairment

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

At December 31, 2023, the gross value of goodwill recognized by Orange following acquisitions was 33.9 billion euros.

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

Over the past five years, Orange has recognized material impairment of its investments in Romania, Spain, the Democratic Republic of Congo and Jordan. At December 31, 2023, the cumulative amount of goodwill impairment was 10.1 billion euros, excluding impairment of interests in associates and joint ventures which, in certain cases, include goodwill in their carrying value.

New events or unfavorable circumstances could prompt Orange to review the current value of its assets and to recognize further material impairment with an adverse effect on its earnings.

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

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

Credit-rating risk

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

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

2023 Form 20-F / ORANGE – 11

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Liquidity risk

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

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

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

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

Market risks

Interest rate risk

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

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

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

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

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

Foreign exchange risk

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

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

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

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

2023 Form 20-F / ORANGE – 12

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Non-financial risks

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

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

Despite its infrastructure protection systems, Orange’s business activities expose it – in terms of infringement of human rights and fundamental freedoms – to risks of loss, disclosure, unauthorized communication to third parties or inappropriate modification of such personal data, in particular when setting up new services or apps or their updates. These risks are heightened by the roll-out of new technologies, the growing use of Cloud services, as well as the outsourcing of digital services and the development of new activities (for example in the field of connected devices). The occurrence of these risks could result in particular from (i) malicious acts (such as cyber-attacks) targeting personal data, (ii) negligence or errors committed within Orange or within the Group’s partners to whom certain operations are outsourced, or (iii) government requests that are not compliant with legal or regulatory requirements (see also the risk factor “The scope of Orange’s business activities, its numerous locations around the world, and its business dealings with a variety of partners may expose the Group to a risk of violating human rights and fundamental freedoms”).

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

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

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

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

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

2023 Form 20-F / ORANGE – 13

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

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

At the same time, the need for new skills is growing, whether related to technological developments or the Group’s line of development specifically in terms of rare skills or occupations experiencing shortages in the job market. If Orange’s attractiveness as an employer or its training programs were to prove insufficient, this could reduce its ability to effectively pursue its activities and successfully implement its strategy; its earnings and outlook could be adversely affected by it, and some of the human risks described in the risk factor “Orange faces various internal and external risks relating to human health and safety” could increase.

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

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

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

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

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

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

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

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

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

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

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

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

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

2023 Form 20-F / ORANGE – 14

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

In addition to the impacts on Orange’s infrastructure (see Section 2.1.1 Operational risks “Orange’s technical infrastructure is vulnerable to intentional or accidental damage, but also to natural disasters, the occurrence of which has increased due to climate change”), climate change could also worsen the health or economic situation of Orange’s customers and employees, and more generally of populations, potentially generating significant migration flows, particularly in the Africa & Middle East region on which part of the Group’s growth outlook depends.

Despite the climate change mitigation and adaptation measures implemented by Orange, if such events were to occur, Orange could find it more difficult to fulfill its purpose, particularly in terms of its commitment to digital inclusion.

In addition, climate change could have other material impacts on Orange’s business activities; for example, the availability and price of certain raw materials that are in the composition of the products sold or used by Orange as part of its telecommunication services (see Section 2.1.1 Operational risks “A large part of Orange’s revenue is achieved in markets that are both highly competitive and regulated where pressure on price remains strong”); or changes in the regulations applicable to Orange (such as, for example, the introduction of a carbon tax or the ban on the sale of certain products (see Section 2.1.2 Legal risks “Orange operates in highly regulated markets and its business activities and earnings could be materially affected by changes in laws or regulations, including those that are extraterritorial in nature, or by changes in government policy”)). These transition risks could have direct and indirect financial impacts for the telecommunication industry and specifically for Orange.

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

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

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

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

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

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

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

2023 Form 20-F / ORANGE – 15

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Risks related to Orange’s U.S. listing

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

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

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

Holders of ADSs are not treated as shareholders and do not have ordinary shareholder rights, which are governed by French law. Indeed, the depositary, through the custodian or the custodian's nominee, is the holder of the Shares underlying all ADSs and ADS holders have only ADS holder rights, as set forth in the deposit agreement. Among other things, ADS holder rights do not provide for double voting rights, which otherwise would be available to holders of Shares held in a shareholder's' name for a period of at least two years. Holders of ADSs may also face more difficulties in exercising their rights 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, to obtain jurisdiction over us or our non-U.S. resident senior management and directors in U.S. courts, in connection with those actions predicated on the civil liability provisions of the US federal securities laws, to enforce judgments obtained in U.S. courts against them or Orange based on civil liability provisions of the securities laws of the United States, 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.

2023 Form 20-F / ORANGE – 16

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

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

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

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

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

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 2023 Universal Registration Document filed as Exhibit 15.1 of this document:

−	the introduction to Section 1.1 Overview,

−	Section 7.1 Company identification,

−	Section 1.1.3 History,

−	Section 3.1.2.5 Group capital expenditure,

which are 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, 2021 are included in Section 3.1.2.5 Group capital expenditure 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 30, 2023 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.

2023 Form 20-F / ORANGE – 17

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4.B	BUSINESS OVERVIEW

The information required by this section is set forth as follows in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document:

−	Section 1.3 Significant events,

−	Section 1.4 Operating activities,

−	Section 1.6.2 Intellectual Property and Licensing,

−	Section 1.7 Regulation of telecommunication activities,

−	Section 3.1.2.1 Group revenue,

−	Section 7.2.2 Glossary of technical terms,

which are incorporated in this section by reference.

Seasonality

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

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

4.C	ORGANIZATIONAL STRUCTURE

The information required by this section is set forth as follows in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.1 Overview and the introduction of Section 3.1.3 Review by business segment, 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 2023 Universal Registration Document filed as Exhibit 15.1 of this document: Section 1.5 Orange’s networks, and Section 3.1.2.5 Group capital expenditure, 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.

2023 Form 20-F / ORANGE – 18

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Item 4A

Unresolved staff comments

None.

Item 5

Operating and financial review and prospects

There are no differences between IFRS as adopted in the European Union and IFRS Accounting Standards 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 2023 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, , and (ii) Section 1.3 Significant events 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 2023 and 2022, set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Sections 3.1.2.1 Group revenue, 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;

−	a comparative analysis of the Group operating income for 2023 and 2022, set forth below;

−

a comparative analysis of the Group operating results and a comparative analysis by business segment for the years ended December 31, 2022 and December 31, 2021, 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 30, 2023.

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, 3.1.5.6, 3.1.5.8 and 3.1.5.9, which are explicitly excluded from this Annual Report on Form 20-F), of the 2023 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 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Section 7.2.1 Financial glossary, 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

This section deals with the Group’s operating income by type of expense, as presented in the consolidated income statement.

g 2023 vs. 2022

In 2023, the Orange group’s operating income amounted to 4,969 million euros (comprising 5,274 million euros from telecom activities and a loss of 306 million euros from Mobile Financial Services), up 3.5% on a historical basis and 6.6% on a comparable basis with 2022.

On a historical basis, the increase of 168 million euros in Group operating income between 2022 and 2023, i.e. an increase of 3.5%, includes:

−	the negative effect of foreign exchange fluctuations of 80 million euros, mainly due to changes in the Egyptian pound against the euro of 70 million euros;

−

the unfavorable impact of changes in the scope of consolidation and other changes, which amounted to 60 million euros and mainly included the effect of the gain on disposal related to the revaluation of Deezer’s assets at fair value in 2022 (following the merger by absorption of Deezer by the SPAC – Special Purpose Acquisition Vehicle – I2PO, and the initial public offering of the new entity in July 2022), recognized in the review of fixed assets, investments and business portfolio for 77 million euros (see Note 3.2 to the Consolidated Financial Statements);

−	and the organic change on a comparable basis, i.e. an increase of 308 million euros in operating income.

2023 Form 20-F / ORANGE – 19

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On a comparable basis, the increase of 308 million euros, i.e. 6.6%, in Group operating income between 2022 and 2023 is mainly attributable to:

−

the counter-effect of the recognition, in 2022, of impairment of goodwill of 817 million euros, mainly due to impairment of goodwill of 789 million euros in Romania. This impairment mainly reflected (i) a significant increase in the discount rate due to changes in market assumptions, (ii) increased competitive pressure, and (iii) the downward revision of the business plan compared with the one used at December 31, 2021, particularly in the first few years (see Note 7 to the Consolidated Financial Statements);

−	the increase of 1.8%, i.e. 790 million euros, in revenues;

−	the increase of 13.5%, i.e. 106 million euros, in other operating income (see Section 7.2.1 Financial glossary), mainly due to the increase in the net banking income (NBI, see Notes 1.3, 1.4 and 4.2 to the Consolidated Financial Statements) of Mobile Financial Services;

−

and the decrease of 2.6%, i.e. 47 million euros, in operating taxes and levies payables (see Section 7.2.1 Financial glossary). This decrease mainly reflects (i) the decrease in the business value added tax (cotisation sur la valeur ajoutée des entreprises – CVAE), the main component of the territorial economic contribution (contribution économique territoriale – CET), in France (see Note 10.1 to the Consolidated Financial Statements), (ii) partially offset by the increase recorded in the Africa & Middle East countries, mainly relating to the growth in activity and higher spectrum fees.

−	These positive changes are partially offset by:

−

the increase of 3.0%, i.e. 555 million euros, in external purchases (see Section 7.2.1 Financial glossary and Note 5.1 to the Consolidated Financial Statements) due to:

−

the increase of 4.8%, i.e. 372 million euros, in commercial expenses, equipment and content costs (see Section 7.2.1 Financial glossary), mainly due to the rising cost of handsets and other equipment sold, in countries in Europe (in line with the growth in equipment sales), for Orange Business (in particular unified communication and collaboration services) and for international wholesale services (in connection with the sale of rights of use for a submarine cable in the Caribbean);

−

the increase of 8.9%, i.e. 322 million euros, in other network expenses and IT expenses (see Section 7.2.1 Financial glossary), due to (i) higher energy access costs for fixed and mobile networks, mainly in France and, to a lesser extent, in Other European countries (see Section 3.1.1.3 Significant events), (ii) the growth in traffic and the ongoing network roll-outs in the Africa & Middle East countries, and (iii) increased IT expenses for Orange Business (related in particular to the growth in cybersecurity services);

−

and the increase of 2.0%, i.e. 63 million euros, of other external purchases (see Section 7.2.1 Financial glossary), mainly due to (i) the increase in overheads (travel, consulting and support missions, use of temporary staff, vehicle energy costs, etc.) and (ii) the increase in real estate fees (in particular due to rent indexation and the impact of higher energy costs on lease expenses in the inflationary environment, see Section 3.1.1.3 Significant events), (iii) partially offset by the decrease in construction costs of networks for resale in France (fiber optic network and mobile sites);

−

partially offset by the decrease of 4.8%, i.e. 202 million euros, in service fees and inter-operator costs (see Section 7.2.1 Financial glossary), mainly due to the generalized decrease in interconnection charges (except for the Africa & Middle East countries), directly related to the contraction in revenues from wholesale services (see Section 3.1.2.1.1 Revenue);

−

the increase of 332 million euros in restructuring costs (mainly departure plans), largely related to the recognition, in 2023, of restructuring costs relating to Orange Business (in France and abroad) and to Orange Bank, of 215 million euros and 122 million euros respectively (see Section 3.1.1.3 Significant events, 2023 Highlights of the Consolidated Financial Statements and Note 5.3 to the Consolidated Financial Statements);

−

the increase of 4.4%, i.e. 305 million euros, of depreciation and amortization of fixed assets (see Note 8.2 to the Consolidated Financial Statements), mainly in France and, to a lesser extent, in the Africa & Middle East countries, linked in particular to the material investments made in recent years (particularly in connection with the roll-out of fixed and mobile networks) and to the recognition of accelerated depreciation in 2023;

−

the increase of 0.9%, i.e. 80 million euros, in labor expenses (see Section 7.2.1 Financial glossary). This increase was mainly due to the French part-time for seniors plans (TPS, a program relating to agreements for the employment of older workers in France) and related bonuses, and mainly reflects (i) the recognition, in 2023, of a charge of 241 million euros corresponding to the additional provision relating to the pension reform enacted in France in April 2023 (see Section 3.1.1.3 Significant events and Note 6.2 to the Consolidated Financial Statements), (ii) partially offset by the counter-effect of the recognition, in 2022, of a substantial number of employees signing up for these plans;

−

the decrease of 67 million euros in gains on disposal of fixed assets, investments and activities (see Note 3.1 to the Consolidated Financial Statements), mainly due to the decrease in gains on disposal of fixed assets (see Note 8.1 to the Consolidated Financial Statements) in the Africa & Middle East countries (mainly related to the counter-effect of the recognition, in 2022, of the disposal of assets in the Democratic Republic of the Congo – DRC) and for shared services (in the context of programs for the optimization of real estate assets);

−

and the increase of 9.8%, i.e. 40 million euros, in other operating expenses (see Section 7.2.1 Financial glossary), mainly relating to (i) developments in various disputes between the two periods, (ii) the increase in the cost of bank credit risk (see Notes 1.3, 1.4 and 5.2 to the Consolidated Financial Statements), and (iii) the increase in allowances and losses on trade receivables for telecom activities (see Notes 4.3 and 5.2 to the Consolidated Financial Statements).

For further information on matters impacting the Group’s income, see Section 1.3 Recent Events of the 2023 Universal Registration Document filed as Exhibit 15.1 of this document.

g 2022 vs. 2021

The discussion of the Group’s operating and financial review and prospects for the years ended December 31, 2022 and December 31, 2021 is included in Part I, Item 5.A (Analysis of Group operating income) on page 19 et seq. of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 30, 2023.

2023 Form 20-F / ORANGE – 20

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5.B	LIQUIDITY AND CAPITAL RESOURCES

This section presents, for the Orange group:

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

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

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

which are set forth in the 2023 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,

−	Section 3.1.2.5.1 Capital expenditure,

−	Section 3.2.1 Recent events,

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

Orange expects that its existing and foreseeable cash from operations will be sufficient to finance its foreseeable working capital requirements. As at December 31, 2023, the liquidity position of Orange’s telecom activities exceeded the repayment obligations of its gross financial debt in 2024.

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 any material impact on the Group’s ability to meet its cash obligations.

Investments in property, plant and equipment and intangible assets totaled 8,062 million euros, down 10.5% on a historical basis and 8.5% on a comparable basis with 2022. On a comparable basis, this decrease reflects both (i) the decline in investment in very high‑speed broadband fixed networks, mainly in France, Spain and Poland, after the major roll‑outs of recent years, and (ii) the decrease in expenses relating to telecommunication licenses.

Non-current and current financial liabilities totaled 35,986 million euros as at December 31, 2023. Net financial debt totaled 27,002 million euros at December 31, 2023. See below for a reconciliation of net financial debt with the closest comparable IFRS measures. For more information, see Section 3.1.5 Financial indicators not defined by IFRS of the 2023 Universal Registration Document is incorporated in this section by reference.


				2023
	Group	o/w Telecom	o/w Mobile	o/w
	Consolidated	activities⁽¹⁾	Financial	Eliminations⁽¹⁾
	financial		Services⁽¹⁾
(at December 31, 2023, in millions of euros)	position
Non-current and current financial liabilities	35,986	35,993	—	(7)
Non-current financial liabilities	30,535	30,535	—	—
Current financial liabilities	5,451	5,458	—	(7)
Net derivatives (assets)/liabilities	(729)	(678)	(51)	—
Non-current and current derivatives liabilities	264	245	19	—
Non-current derivatives liabilities	225	205	19	—
Current derivatives liabilities	40	40	—	—
Non-current and current derivatives assets	(993)	(923)	(70)	—
Non-current derivatives assets	(956)	(886)	(70)	—
Current derivatives assets	(37)	(37)	—	—
Cash and cash equivalents	(5,618)	(5,504)	(113)	—
Other comprehensive income components related to unmatured hedging instruments		(110)
Cash collateral paid (included in non-current financial assets)		(21)
Investments at fair value (included in current financial assets)		(2,678)
Other financial assets (included in non-current and current financial assets)		(0)
Net financial debt		27,002

⁽¹⁾	See Notes 13.1 and 13.4 to the Consolidated Financial Statements.

2023 Form 20-F / ORANGE – 21

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				2022
				on a historical basis
	Group	o/w Telecom	o/w Mobile	o/w
	Consolidated	activities⁽¹⁾	Financial	Eliminations⁽¹⁾
	financial		Services⁽¹⁾
(at December 31, 2022, in millions of euros)	position
Non-current and current financial liabilities	36,632	36,638	—	(6)
Non-current financial liabilities	31,930	31,930	—	—
Current financial liabilities	4,702	4,708	—	(6)
Net derivatives (assets)/liabilities	(1,122)	(1,069)	(53)	—
Non-current and current derivatives liabilities	448	386	62	—
Non-current derivatives liabilities	397	335	62	—
Current derivatives liabilities	51	51	—	—
Non-current and current derivatives assets	(1,570)	(1,455)	(116)	—
Non-current derivatives assets	(1,458)	(1,342)	(116)	—
Current derivatives assets	(112)	(112)	—	—
Cash and cash equivalents	(6,004)	(5,846)	(158)	—
Other comprehensive income components related to unmatured hedging instruments		114
Cash collateral paid (included in non-current financial assets)		(38)
Investments at fair value (included in current financial assets)		(4,500)
Other financial assets (included in non-current and current financial assets)		(2)
Net financial debt		25,298

⁽¹⁾	See Notes 13.1 and 13.4 to the Consolidated Financial Statements.

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

The following table summarizes payments due under Orange’s significant contractual commitments as of December 31, 2023:


At December 31, 2023	Note to the	Contractual		Total	Less than	1-3 years	3-5 years	More than
(in millions of euros)	consolidated	obligations		payments	1 year			5 years
	financial	reflected in the		due
	statements	balance sheet
Gross financial debt after derivatives of telecom activities (incl. derivatives assets) ⁽¹⁾	14.3	35,308		35,301	6,047	5,583	4,433	19,238
Financial liabilities of Orange Bank ⁽²⁾	17.2.6	3,072		3,035	3,015	20	—	—
Trade payables of telecom activities	14.3	11,597		11,597	9,989	342	778	488
Trade payables of Orange Bank	5.6	14		14	14	—	—	—
Future interests on financial liabilities	14.3			9,029	1,440	1,749	1,712	4,128
Total Financial liabilities		49,991	⁽³⁾	58,976	20,505	7,694	6,923	23,854
Lease liabilities	9.2	8,568		9,658	1,618	2,740	2,042	3,257
Employee Benefits	6.2	5,183		7,592	2,665	1,133	655	3,139
Provisions for dismantling	8.7	738		1,298	28	55	37	1,177
Restructuring provisions	5.3	477		477	281	196	—	—
Other liabilities	5.7	3,078		3,078	2,779	299	—	—
Operating taxes and levies payables	10.1.2	1,483		1,483	1,483	—	—	—
Current tax payables	10.2.3	460		460	460	—	—	—
Total other liabilities ⁽⁴⁾		19,986		24,046	9,314	4,424	2,735	7,573
Lease commitments				228	94	62	30	41
Other operational and purchase obligations				8,549	3,318	2,075	945	2,211
Unrecognized operational contractual commitments	16.1 & 17.3			8,777	3,412	2,138	976	2,252
TOTAL				91,799	33,231	14,256	10,633	33,679

(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 29 612 million of euros (including TDIRA, bonds and bank and lending institutions).

(4)	excluding deferred tax liabilities and deferred income.

2023 Form 20-F / ORANGE – 22

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5.C	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Section 1.6 Research and development, which is incorporated in this section by reference.

The discussion of the Group’s research and development activities for the years ended December 31, 2022 and December 31, 2021 is included in Part I, Item 5.C of the Annual Report of Form 20-F filed with the Securities and Exchange Commission on March 30, 2023.

5.D	TREND INFORMATION

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document as follows:

−

Section 3.2.1 Recent Events,

−

Sections 1.2.2 Key changes in the telecoms services market and 1.2.3 The Orange group strategy,

which are 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

For a discussion of the accounting policies, use of judgment and estimates, see Note 2.5 Accounting policies, use of judgment and estimates to the Consolidated Financial Statements included in Item 18.

Item 6

Directors, senior management and employees

6.A	DIRECTORS AND SENIOR MANAGEMENT

The information required by this section is set forth in the 2023 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 and is incorporated in this section by reference.

6.BCOMPENSATION

The information required by this section is set forth in the 2023 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 and is incorporated in this section by reference. For the definition of certain of the financial indicators used therein and more information, see Note 1.10 Definition of business segments and performance indicators and Note 6.4 Executive compensation to the Consolidated Financial Statements included in Item 18.

On November 28, 2022, the SEC adopted rules, pursuant to Section 10D-1 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), requiring national securities exchanges and national securities associations, such as the NYSE, to amend their relevant listing standards no later than November 28, 2023 to require companies with listed securities to put in place a policy whereby listed companies will recover erroneously-awarded variable compensation from the Chief Executive Officer and certain other “executive officers” as defined in Rule 10D-1(d) under the Exchange Act. On June 9, 2023, the SEC approved the NYSE’s proposed rule amending its listing standards for recovery of erroneously awarded compensation by listed issuers, which has taken effect on October 2, 2023.

Beginning in 2023, the compensation policy of the Chief Executive Officer as approved by the Company’s shareholders includes a clause requiring the recovery in full or in part of the components of the Chief Executive Officer's compensation that are wholly or partially contingent on the attainment of financial performance criteria based on financial information that has been determined to be erroneous and has required restatement of the financial statements for accounting purposes. The same policy now applies to other executive officers, subject to compliance with applicable local laws.

2023 Form 20-F / ORANGE – 23

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6.C	BOARD PRACTICES

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document as indicated below:

−	Section 5.1.1 Board of Directors,

−	Section 5.1.3 Executive Committee,

−

Sections 5.2 Operation of the management and supervisory bodies 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,

−	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 2023 and Section 5.4.1.3 Compensation policy for executive and non‑executive Corporate Officers for 2024.

which are incorporated in this section by reference.

There are no director’s service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.

6.D

EMPLOYEES

Employment

General changes in the number of Group employees

In 2023, Orange experienced several changes in its scope, notably with the merger of the Orange Caraïbe subsidiary into Orange SA (303 permanent contracts), the acquisition of Nehs Digital (273 permanent contracts) and Xperis (14 permanent contracts) by Enovacom, the healthcare subsidiary of Orange Business, and within the Europe division with the acquisition of VOO (1,235 permanent contracts) by Orange Belgium, the merger of A3Com (42 permanent contracts) into Orange Belgium, and the mergers of the Interkar Telewizja and Swiatlowodowa Kaszebe subsidiaries into Interkam in Poland (22 permanent contracts).


Number of employees – active employees at end of period	2023	2022	2022	2021
		(on a comparable basis)	(on a historical basis)	(on a historical basis)
Orange SA	60,423	63,067	62,765	66,599
o/w CDI	59,716	62,320	62,028	65,981
o/w CDD	707	747	737	618
French subsidiaries	12,917	12,130	12,140	11,842
o/w CDI	12,725	11,796	11,796	11,402
o/w CDD	192	334	344	440
Total France ⁽¹⁾	73,340	75,197	74,905	78,441
International subsidiaries ⁽¹⁾	63,754	62,811	61,525	61,257
o/w CDI	62,213	61,300	60,032	59,545
o/w CDD	1,541	1,511	1,493	1,713
Group total §§	137,094	138,008	136,430	139,698

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

▪▪∙Item reviewed by an independent third party: reasonable assurance.

At the end of 2023, the Group had 137,094 active employees, including 134,654 on permanent contracts and 2,440 on fixed-term contracts. The number of permanent contracts decreased 0.6% (i.e. by 762), and fixed-term contracts decreased 5.9% (i.e. by 152). On a comparable basis, these trends vary according to the scope of consolidation of employees.

The decrease in permanent contracts was mainly driven by the French entities with, at end-December, 72,441 employees, i.e. a decline of 1,675 employees (a 2.3% decrease). This decrease was attributable to Orange SA (2,604 fewer permanent contracts, i.e. a 4.2% decrease) and not its subsidiaries (929 additional permanent contracts, i.e. a 7.9% increase).

Indeed, the constrained economic context combined with the loss of income from the Group’s historical activities, the increase in operating costs in an inflationary context, and the continued need for investment in fixed, mobile and Internet networks, demonstrate the need to continue and accelerate the reduction in the workforce in France for legacy activities, to facilitate the acquisition of new skills to strengthen the strategic areas and activities identified in Lead the future.At end-2023, 62,213 permanent employees were part of the workforce of subsidiaries outside France, an increase of 1.5% (i.e. 914 additional permanent employees). This international stability corresponds to different situations in reality, namely:

−	growth in the permanent workforce (on a comparable basis) within:

−

Orange Business (+891 additional permanent contracts, i.e. a +5.4% increase), in emerging markets (Madagascar, Morocco, Mauritius and India) within Equant,

−

Orange Innovation (+533 additional permanent contracts, i.e. a +25% increase), mainly in Morocco and Tunisia,

−

the Orange MEA division (146 additional permanent contracts, i.e. a 1% increase);

−

the Europe division conversely posted a decrease (660 fewer permanent contracts, i.e. a 2.3% decrease), due to a reduction in the workforce in Poland (351 fewer permanent contracts, i.e. a 4% decrease) and Romania (239 fewer permanent contracts, i.e. a 4% decrease) through voluntary departure plans to adapt skills to market challenges.

2023 Form 20-F / ORANGE – 24

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The decrease in the number of employees on fixed-term contracts was driven solely by France (182 fewer fixed-term contracts, i.e. a 17% decrease), while the number of employees on fixed-term contracts outside France rose (30 additional fixed-term contracts, i.e. a 2% increase). This additional workforce, which represented 1.8% of the workforce at the end of 2023 (0.1 point down compared to 2022), is marginal. At the end of 2023, 34% of employees on fixed-term contracts are employed for customer-facing activities (primarily sales and services for B2C customers). The innovation and technology businesses (information systems and networks) are their second business segment (28%).

In terms of average full-time equivalent employees (FTEs) (monthly average over the year), the Group’s internal workforce included 127,109 FTEs at the end of 2023. This represents a decrease of 3,998 FTEs (down 3.0%) compared to end-2022, a trend mainly driven by France (Orange SA).


Active employees by business	2023		2022		2021
Support ⁽¹⁾	19.6	%	19.9	%	19.7	%
Customer	30.9	%	31.8	%	31.8	%
Support functions	10.5	%	11.0	%	11.1	%
Innovation and technology	36.6	%	35.4	%	35.0	%
Other	2.4	%	1.9	%	2.4	%
Group total ⁽²⁾	100.0	%	100.0	%	100.0	%

(1)	Management, project and process management

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

The skills of active employees are spread across the Group’s four business areas, the two with the highest volumes being Innovation and Technology (36.6%) and Customers (30.9%).


Employees by geographical region ⁽¹⁾	2023				2022				2021
		Permanent	Fixed-term	Active		Permanent	Fixed-term	Active		Permanent	Fixed-term	Active
		contract	contract	employees		contract	contract	employees		contract	contract	employees
France		72,363	900	73,263		73,727	1,080	74,807		77,265	1,049	78,314
Other European countries		32,120	732	32,852		31,594	746	32,340		32,257	979	33,235
Africa		21,176	652	21,828		19,672	610	20,282		18,665	553	19,218
North and South America		2,382	1	2,383		2,440	0	2,440		2,529	3	2,532
Asia Pacific		6,613	155	6,768		6,423	138	6,561		6,212	187	6,399
Group total		134,654	2,440	137,094		133,856	2,574	136,430		136,928	2,771	139,698

The Group has employees in 78 countries, with 53% located in France, the only country with more than 10% of its total workforce. Outside France, the countries with the most employees are Poland (7%), Romania (5%), Egypt (5%) and Spain (4%).

The breakdown of employees by geographical region takes into account the country of employment, which is different from the location of the entity to which they belong.


Employees by contract type	2023	2022	2021

Full-time contract	119,544	121,237	124,922
o/w women	40,485	40,531	41,373
o/w men	79,059	80,604	83,549
o/w undefined		102
Part-time contract	17,550	15,193	14,776
o/w women	9,199	8,683	8,828
o/w men	8,352	6,510	5,948
Group total	137,094	136,430	139,698

At the end of 2023, the number of part-time employees in the Orange group was 17,550, i.e., 12.8% of the Group’s active workforce, an increase of 2,357 employees, i.e., +15.5% compared to the end of 2022, an increase driven solely by France.

As in previous years, France continued to have the majority (79%) of part-time employees. Over 70% of these employees benefit from one of the programs resulting from the agreements for seniors and late-career development, with the great majority opting for the French “part-time for seniors” plan. More than 7,600 employees opted for the “part-time for seniors” (TPS) plan over the 2022–2023 period, and more specifically for the “TPS 2022” formula, introduced as part of the December 17, 2021 intergenerational agreement. This formula, which is accessible to employees taking retirement up to January 1, 2028 at the latest, provides them with a period of “free time” before their official retirement, which can last up to four years, depending on the employee’s situation. The employee remains part of the active workforce during this period.

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External workforce in France

Temporary staffing

Temporary labor is mainly used to cope with temporary increases in activity, particularly the launch of new products and services, as well as sales campaigns and promotional offers. The Group recommends using temporary employees for assignments of less than two months. This indicator is presented in full-time equivalents (FTEs) and as a monthly average over the year.

In 2023, the use of this external labor increased by 9% compared to 2022 (i.e.72 additional FTEs as an average) and represented 0.9% of the Group’s total workforce in France. As in the previous year, it mainly concerned the sales area, in particular sales to B2C customers (72%), where business increased by 22% (i.e. 112 additional FTEs as an average) over the period.


Temporary employees – Group France ⁽¹⁾	2023 ⁽³⁾	2022		2021
Amount of payments made to external companies for employee placement (in millions of euros)	45.2	37.8	⁽⁴⁾	30.1
Monthly average number of temporary workers ⁽²⁾	863	791		632

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

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

(3)The 2023 figures are provisional.

(4)The 2022 figure has been updated.

Subcontracting

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

The use of subcontracting concerned 24,809 full-time equivalent employees (monthly average over the year) at end-December 2023, compared with 29,090 FTEs in 2022, i.e. a decrease of 14.7% (-4,281 FTEs). This external labor represented 27.3% of the total Group workforce in France (Orange SA and subsidiaries operating in France). The reduction recorded mainly relates to the construction of the very high-speed broadband network, following the end of the widespread take-up of fiber.


Subcontracting – Group France ⁽¹⁾	2023 ⁽⁴⁾	2022 ⁽³⁾	2021
Amount of subcontracting (in millions of euros)	1,890.8	2,037.7	3,030.5
Full-time equivalent workforce (monthly average) ⁽²⁾	24,809	29,090	32,221

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

(2)Calculation based on the subcontracting expenses recorded in the statutory financial statements of the companies in the Group France scope.

(3)The 2022 figures have been updated.

(4)The 2023 figures are provisional.

Social dialog

Organization of social dialog

In addition to the social dialogue that takes place within the Group’s companies, according to locally applicable rules and practices, Orange has the means in place for international social dialogue.

These primarily consist of forums for international social dialogue, i.e. the European Works Council, the Worldwide Works Council and the Orange-UNI Global Union Alliance. It also encompasses three global agreements, signed by the Group and implemented under the auspices of local social dialogue: the agreement on fundamental social rights, the agreement on health and safety and the agreement on equality in the workplace.

Worldwide

Worldwide Works Council

The Orange Worldwide Works Council was created by an agreement dated June 23, 2010. This is a forum for social dialogue allowing information to be exchanged on economic, financial and employee-related issues with a transnational impact. It allows the Group’s strategy and challenges to be shared in all regions where Orange is present and has more than 400 employees. There are currently 34 employee representatives (representing 27 countries) on the Worldwide Works Council.

This forum is part of Orange’s Corporate Social Responsibility (CSR) development strategy. It creates a space for social dialogue at the global level by allowing employee representatives and management to engage in dialogue and discuss and share the major challenges facing the Group.

The Worldwide Works Council does not replace existing national representation bodies or the European Works Council. It meets at least once a year and may be convened on an extraordinary basis if necessary. Meetings of the Worldwide Works Council are chaired by the HR Director of the Orange group. In 2023, the Worldwide Works Council met in April, when the Chief Executive Officer unveiled the new strategic plan and its equivalent versions for Orange Business and Orange MEA – two divisions that are central to the Group’s strategy.

Orange-UNI Global Union Alliance

Apart from the two forums consisting of the European Works Council and the Worldwide Works Council, Orange has long engaged in high-quality dialogue with the UNI Global Union. This represents more than 20 million workers in 150 countries working in the services sector, including the telecommunication sector.

At Orange, the national unions that are members of the UNI are organized in an Alliance. In 2023, 23 trade unions present at Orange joined the Alliance (12 in Africa and 11 in Europe).

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Global agreements

Orange has signed three global agreements with the international trade union federation UNI. These agreements define principles that apply to all employees of Orange companies :

−	Global agreement on fundamental social rights within the France Télécom group (signed in December 2006)

−	Oranges global health and safety agreement (signed on November 21, 2014)

−	Global agreement on gender equality in the workplace within Orange (signed in July 2019)

In Europe

The Orange European Works Council was created by an agreement dated April 14, 2004. It is the representative body for the Group’s employees in the European Union and EFTA (Norway and Switzerland). It is composed of employee representatives from each country included in the scope. There are currently 24 employee representatives (representing 18 countries) on the European Works Council. It is a forum for discussion and social dialogue at European level on economic, financial and social issues that concern either all of the Group’s companies within its scope, or at least two companies in two member countries. Through this forum, management informs and consults European employee representatives on any major decisions at European level that could impact working or employment conditions.

The agreement governing the European Works Council provides that the Council must meet at least three times a year. In reality, it meets much more often, owing to the increasing internationalization of transformation projects. In 2023, the European Works Council met seven times. It was consulted, among other things, on the development of the organizational model of the Finance and Performance Department, on Orange’s planned withdrawal from retail banking in France and Spain, and on the plan to merge the operations of Orange Espagne with those of the company MásMóvil.

In France

In 2023, the Corporate Social and Economic Committee (CSEC) of UES Orange met 24 times, mainly for recurring information-consultation meetings (strategy, the company’s economic and financial position, social policy, employment and working conditions), for discussions on health and safety, and for ad hoc information-consultation meetings, mainly concerning changes in the organization and structure of the Group.

The French Works Council, which brings together the Group’s subsidiaries in France with employees, met three times during fiscal year 2023, dealing with information relating to the Group’s financial position, business and employment trends.

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6.E	SHARE OWNERSHIP

The information required by this section is set forth in the 2023 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,

−	Section 5.1.4.4 Shares and stock options held by members of the Executive Committee,

−	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 2023,

−	Section 5.4.3 Compensation of members of the Executive Committee,

−	Section 6.2 Major shareholders, for information regarding the percentage of the Company’s Shares held by BPI Participations,

which are incorporated in this section by reference.

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

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

Not applicable.

Item 7

Major shareholders and related party transactions

7.A	MAJOR SHAREHOLDERS

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.2 Major shareholders and incorporated this section by reference.

Securities held and number of record holders in the United States

As of March 15, 2024, there were 53,279,105 ADRs of Orange outstanding and 209 holders of record were registered with Bank of New York Mellon, depositary for the ADS program.

As of February 29, 2024, 551 United States residents were owners of Orange’s Shares in fully registered form (au nominatif pur). Those U.S. residents held 98,279 Orange Shares.

Based on a Euroclear Identifiable-Bearer Securities (Titres au porteur identifiable) service report conducted by a specialized information provider, Orange estimates that corporate and institutional investors in the U.S. held a total of approximately 18.35% of its share capital as at December 31, 2023.

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7.B	RELATED PARTY TRANSACTIONS

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

Regarding agreements made in previous years, no related-party agreements continued during the 2023 financial year.

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 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Sections, 3.2.1 Recent events and 6.3 Dividend distribution policy, and is incorporated in this section by reference.

8.B	SIGNIFICANT CHANGES

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Section 3.2.1 Recent events, 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).

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9.B	PLAN OF DISTRIBUTION

Not applicable.

9.C

MARKETS

The principal trading market for the Shares is Euronext Paris, where the Shares have been traded since October 20, 1997. Prior to that date, there was no public trading market for the Shares. The Shares are included in the “CAC 40 Index” (a main benchmark index of 40 major stocks listed on Euronext Paris). The Shares in the form of American Depositary Shares (“ADSs”) are also listed on the New York Stock Exchange. Uptevia 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

See the 2023 Universal Registration Document filed as Exhibit 15.1 of this document under:

−	subsection Corporate scope of Section 7.1 Company identification,

−	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,

−	Section 5.2.1.2 Independent Directors, section 5.2.1.5 Chairman of the Board of Directors, and section 5.2.1.8 Board and committee activities during the fiscal year,

−	Section 6.1.3 Authorizations to carry out capital increases, section 6.3 Dividend distribution policy, on page 438, section 6.2.1.2 Information on shareholders’ agreements, and Section 6.4.1 Rights, preferences and restrictions attached to shares,

−	Section 6.4.2 Actions necessary to modify shareholders’ rights,

−	Section 6.4.3 Rules for participation in and notice of Shareholders’ Meetings,

−	Section 6.4.4 Declarations of threshold crossing,

−	Section 5.2.1.1 Legal and statutory rules relating to the composition of the Board of Directors and section 6.2 Major shareholders,

which are incorporated in this section by reference.

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Ownership of Shares by non-French persons

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

The general principle is that financial operations between France and foreign countries are unrestricted and 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.

As an exception, pursuant to the provisions of Articles L.151-1 et seq. and R. 151-1 et seq. of the French Monetary and Financial Code (CMF), as amended by the decree (décret) No. 2023-1293 dated December 28, 2023 and the order (arrêté) dated December 28, 2023 pursuant to the French foreign investment regime, prior approval by the French Minister in charge of Economy may be required in case of investments by certain persons in certain sensitive economic areas that are likely to jeopardize public order, public safety or national defense interests. This applies to:

(I) Any investment by any non-French citizen, any French citizen not residing in France within the meaning of Article 4 B of the French Tax Code, any non-French entity or any French entity controlled by such persons or entities, that will result in the relevant investor:

(a) acquiring control (as defined in article L. 233-3 of the French Commercial Code) of an entity registered in France,

(b) acquiring all or part of a business line of an entity registered in France, or

(c) crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, in each case¹,

(d) crossing, directly or indirectly, alone or in concert, a 10% threshold of voting rights in a French company whose shares are admitted to trading on a regulated market such as Orange¹,

(II) Where the entity or business line in which the investment is made conducts activities in certain strategic industries (such as the industry in which Orange operates) listed in the French Monetary and Financial Code (Articles R. 151-3 of the CMF), 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 dual-use goods and technologies, IT systems, cryptology, data capturing devices, gambling, or data storage),

(b) activities relating to essential infrastructure, goods or services (including energy, transportation, space, telecom, public health, or media),

(c) research and development activities related to critical technologies (including cybersecurity, artificial intelligence, robotics, semiconductors, quantum technologies, or energy storage) or dual-use goods and technologies.

The Authorization granted by the Minister may be subject to conditions or mitigation measures.

Investments resulting in the crossing, directly or indirectly, alone or in concert, of the 10% threshold of voting rights in a listed entity may be exempt from prior authorization by the Minister subject to prior notice the Minister for Economy and provided that the Minister has not opposed the investment within 10 business days.

Failure to obtain the relevant prior authorization: (i) shall render null and void the undertaking, agreement or contractual clause which directly or indirectly gives rise to the foreign direct investment, (ii) may give rise to a number of protective measures and injunctions decided by the French Minister in charge of Economy, which may be accompanied by daily penalty payments, and (iii) may result in a fine of up to the greater of: a) double the investment amount, or b) 10% of annual turnover before tax of the protected entity or business line, or c) 5 million euros for corporate entities and 1 million euro for natural persons, whichever is the highest amount.

Lastly, criminal measures may be imposed upon complaint by the Minister in charge of Economy, in accordance with Article 459 of the Customs Code (see also below).

The CMF also imposes an obligation for non-residents of France (and certain French residents, depending on their ownership) to file an administrative notice (déclaration administrative) with French authorities for statistical reporting requirements purposes. Transactions by which non-French residents acquire at least 10% of the share capital or voting rights, or cross the 10% threshold, of a French resident company, are considered as foreign direct investments in France and are subject to statistical reporting requirements (Articles R. 152-1; R. 152-3 and R. 152-11 of the CMF). When the investment exceeds €15,000,000, companies must declare foreign transactions directly to the Banque de France within 20 business days following the date of certain direct foreign investments in the Company, including any purchase of ADSs.

Failure to comply with such statistical reporting requirement may be sanctioned pursuant to Article 459 of the Customs Code, 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.

At the European level, the regulation (EU) 2019/452 of 19 March 2019 establishing a framework for the screening of foreign direct investments into the European Union, as amended, provides for the implementation of a mechanism allowing Member States and the European Commission to better cooperate and share intelligence on transactions carried out by investors originating outside the European Union in one or more Member States. Pursuant to this European regulation, any transaction involving a non-European Union entity in the investor’s ownership chain must be notified to the European network. Consequently, when investing in France, foreign direct investors, or their legal counsel, must include the European notification form in their application for authorization to the French Minister in charge of Economy.

¹ Does not apply either to a natural person who is a national of a Member State of the European Union or of a State party to the Agreement on the European Economic Area which has concluded an administrative assistance agreement with France to combat fraud and tax evasion and who is domiciled in one of these States, or to an entity in which all the members of the control chain, within the meaning of II of Article R. 151-1 of the French Monetary and Financial Code, are governed by the law of one of these States or are nationals of and domiciled in one of these States.

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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;

−	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, (4) the judgment does not conflict with a French judgment or a foreign judgment (or an arbitral award) which has become effective in France, and (5) that judgment is enforceable in the jurisdiction of the U.S. court which rendered it.

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

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

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

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

None.

10.C	MATERIAL CONTRACTS

See Notes 3.2 Main changes in the scope of consolidation and 14.3 Liquidity Risk Management to the Consolidated Financial Statements included in Item 18, and Section 3.2.1. Recent events in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document, which is incorporated in this section by reference.

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 (subject to the absence of any specific decision taken by the government otherwise). 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. There is a reporting obligation to the relevant customs officer for the transfer of cash in banknotes and coins of €10,000 or more carried in, or out of, the European Union.

2023 Form 20-F / ORANGE – 32

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10.E

TAXATION

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

10.E.1 French Taxation

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

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

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

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

Taxation on sale or disposal of Shares and ADSs

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

−	you are not a French resident for French tax purposes; and

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

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

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

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

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

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

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Pursuant to Article 235 ter ZD of the French General Tax Code, purchases of certain securities are subject to a 0.3% French tax on financial transactions provided that the market capitalization of the issuer exceeds 1 billion euros as of December 1 of the year preceding the taxation year. A list of companies whose market capitalization exceeds 1 billion euros as at December 1, 2023, has been published in the official guidelines of the French tax authorities on December 20, 2023 (BOI-ANNX-000467) and Orange has been included on such list as a company whose market capitalization exceeded 1 billion euros as at December 1, 2023. Therefore, purchases of Orange’s Shares or ADSs are subject to such French tax on financial transactions. Please note that such list may be amended in the future.

Taxation of dividends

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

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

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

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

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

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

Estate and Gift Tax

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

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

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

Real Estate Wealth Tax

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

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

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

−	you are not a French resident for the purpose of French taxation; and

−	you own, either directly or indirectly, less than 10% of Orange capital stock, provided your Shares or ADSs do not enable you to exercise influence on Orange.

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

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

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

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

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

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

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

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

Dividends

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

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 and the Final FTC Regulations (as defined below), 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. Treasury Regulations issued on December 28, 2021, which apply to foreign taxes paid or accrued in taxable years beginning on or after December 28, 2021, or the Final FTC Treasury Regulations, impose additional requirements for foreign taxes to be eligible for credit. However, the IRS has indicated that taxpayers may defer the application of certain of these additional requirements until further notice. 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, including the Final FTC Regulations.

Dispositions

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

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

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

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

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

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

10.E.3 Procedure for reduced withholding rate

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

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

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 (the "SEC"). Such reports and other information are available on the SEC’s website at www.sec.gov, and may also be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

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

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

10.I	SUBSIDIARY INFORMATION

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

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

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

Orange conducts limited business in Iran, all of which relates to telecommunications. The total revenue from these activities constitutes much less than 1% of the Group's consolidated revenue in the year ended December 31, 2023. 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 Business operating segment provides (through indirect, wholly-owned subsidiaries of Orange) telecommunications services to certain international public organizations and multinationals in Iran. In 2023, these telecommunication services represented gross revenues of approximately 4 million euros and a net profit of approximately 0.36 million euros.

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In addition, Orange provides standard commercial telecommunications services to certain Iranian companies present in France and the branches of several Iranian banks in France. In 2023, these telecommunication services represented gross revenues of approximately 50,000 euros and a net profit of approximately 2,000 euros.

Orange intends to continue carrying out these activities.

Item 11

Quantitative and qualitative disclosures about market risk

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

Item 12

Description of securities other than equity securities

12.A	DEBT SECURITIES

Not applicable.

12.B	WARRANTS AND RIGHTS

Not applicable.

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12.C	OTHER SECURITIES

Not applicable.

12.D	AMERICAN DEPOSITARY SHARES

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

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

Fees and charges payable by a holder of ADSs

Under the Deposit Agreement, the Depositary collects fees for delivery and surrender of ADSs directly from investors depositing Shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

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


Depositary actions:		Fee:
− Issuance of ADSs, including issuances resulting from a distribution of Shares or rights or other property		$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
− Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates		$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
− Any cash distribution to ADS registered holders		$0.05 (or less) per ADS
− Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders		A fee equivalent to the fee that would be payable if securities distributed to holders of deposited securities had been Shares and the Shares had been deposited for issuance of ADSs
− Transfer and registration of Shares on the Depositary’s share register to or from the name of the Depositary or its agent when depositing or withdrawing Shares		Registration or transfer fees
− Depositary service		$0.05 (or less) per ADS (or portion thereof) per annum

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.

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During the fiscal year ended December 31, 2023, payments of 2.8 million U.S. dollars were made to Orange in relation thereto.

Voting the Shares at shareholders’ meetings

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

−	a notice of impending meetings,

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

−	copy or summary of any material provided by the Company,

−	a voting instruction card,

−

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

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

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

Reports, notices and other communications

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

PART II

Item 13

Defaults, dividend arrearages and delinquencies

Not applicable.

Item 14

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

None.

Item 15

Controls and procedures

15.A	DISCLOSURE CONTROLS AND PROCEDURES

Since 2003, Orange has had a Disclosure Committee whose mission is to ensure the accuracy, the compliance with applicable laws, regulations and recognized practices, the consistency and the quality of the financial information disclosed by Orange. The Disclosure Committee, operating under the authority of the Group Executive Director Finance, Performance and Development (in his capacity as Chief Financial Officer), 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.

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Orange’s Chief Executive Officer and Group Executive Director 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, 2023, 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 Group Executive Director 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, 2023. The effectiveness of the Group’s internal control over financial reporting as of December 31, 2023 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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial position of the Group as of December 31, 2023, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements") and our report dated March 27, 2024 expressed an unqualified opinion on those consolidated financial statements.

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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 and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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 27, 2024

/s/ KPMG S.A.
Represented by Jacques Yves PIERRE

/s/ Deloitte & Associés

15.D	CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

None.

Item 16

[Reserved]

Item 16A

Audit committee financial expert

Gilles Grapinet is the Audit Committee's financial expert as defined in Item 16A(b) and (c) of the SEC General Instructions on Form 20-F. Gilles Grapinet is “independent” as defined by Rule 10A-3(b)(1)(ii) under the Exchange Act, as amended (see Item 6 Directors, Senior Management and Employees). Mr. Grapinet's term as director will expire at the Annual General Meeting of shareholders in May 2027.

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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 Group Executive Director Finance, Performance and Development , the principal accounting officer and the persons performing similar functions. A copy of Orange’s Code of Ethics is filed as Exhibit 11 to this document and is publicly accessible free of charge on Orange’s website at www.orange.com. In the event of any amendments to the Code of Conduct, Orange will disclose such modifications on its website.

Item 16C

Principal accountant fees and services

Information about fees billed to Orange by our Independent registered public accounting firms KPMG SA, Paris La Défense, France (PCAOB ID No. 1253) and Deloitte & Associés, Paris La Défense, France (PCAOB ID No. 1756) is presented in Note 21 Auditor’s fees to the Consolidated Financial Statements.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides pre-approval in principles for certain types of services notably through the use of an annual budget approved by the Audit Committee and special pre-approval of other services by the Audit Committee on a case-by-case basis. The Audit Committee reviews at interim and annual closing the services provided by the statutory auditors.

Item 16D

Exemptions from listing standards for audit committees

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

Item 16E

Purchase of equity securities by the issuer and affiliated purchasers

The information required by this section is set forth in the 2023 Universal Registration Document filed as Exhibit 15.1 of this document in Section 6.1.4 Treasury shares – Share Buyback program, and is incorporated in this section by reference.

The table below presents additional information on the purchases of treasury Shares in 2023:


Settlement month	Total number of Shares purchased	Weighted average gross price per Share (€)	Total number of Shares purchased as part of publicly announced programs ⁽¹⁾	Maximum number of Shares that may yet be purchased under the programs ⁽²⁾
January 2023	2,806,489	97,067	2,806,489	250,634,660
February 2023	2,092,753	100,234	2,092,753	248,541,907
March 2023	4,218,743	107,665	4,218,743	244,323,164
April 2023	3,192,879	112,728	3,192,879	241,130,285
May 2023	4,068,649	115,156	4,068,649	261,937,011
June 2023	1,815,064	107,285	1,815,064	260,121,947
July 2023	2,266,422	105,379	2,266,422	257,855,525
August 2023	983,279	102,261	983,279	256,872,246
September 2023	1,728,444	108,194	1,728,444	255,143,802
October 2023	1,689,902	108,816	1,689,902	253,453,900
November 2023	1,922,949	110,410	1,922,949	251,530,951
December 2023	3,134,314	108,663	3,134,314	248,396,637
Total	29,919,887		29,919,887

(1)

Until May 23, 2023, under the 2022 Share buyback program approved by the Annual Shareholders' Meeting of May 19, 2022 for up to 10% of Orange’s share capital; from May 24, 2023, under the 2023 Share buyback program approved by the Annual Shareholders' Meeting of May 23, 2023 for up to 10% of Orange’s share capital for a period of 18 months

(2)	At month end.

2023 Form 20-F / ORANGE – 43

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Item 16F

Change in Registrant’s Certifying Accountant

Not applicable

Item 16G

Corporate governance

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

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

NYSE Standards

Corporate Governance Practices of Orange

Board Independence

Orange’s Board of Directors has chosen to determine the independence of its members against the criteria set out in France in the Afep-Medef Report (defined in Item 16G as the “Report”), which provides that one-third of board members should be independent. According to the criteria the Report sets out, seven members (out of the total of 15 current board members) are independent.

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

The criteria against which the directors’ independence must be tested, as provided in the Report, are set forth in Section 5.2.1.2 Independent Directors of the 2023 Universal Registration Document, filed as Exhibit 15.1 of this document and is incorporated this section by reference.

Executive Sessions/ Communications with the Presiding Director or Non-Management Directors

French law does not require non-management directors to meet regularly without management. However, in accordance with the recommendation of the Report, the newly appointed Chairman of the Board supported a modification of the Board's Internal Guidelines in 2022 resulting in the introduction of a new requirement that meetings reserved to non-management directors be organized regularly. French law does not mandate (and Orange does not provide for) a method for interested parties to communicate with the presiding director or non-management directors.

Compensation/Nominating/ Corporate Governance Committee

Orange has a combined Governance and Corporate Environmental and Social Responsibility Committee. The Committee consists of three directors, including one independent director (according to the criteria set out in the Report). The NYSE standards provide for the implementation of two separate committees (a Nominating Committee and a Compensation Committee) composed exclusively of independent directors. In terms of internal mechanics, while the Committee has a written charter, it does not comply with all the requirements of the NYSE.

In addition, in accordance with law, the Governance and Corporate Environmental and Social Responsibility Committee is not vested with the same scope of authority and responsibilities as that available to U.S. domestic companies. Under French law, the committees of our Board of Directors are advisory only; our Board of Directors is, pursuant to French law, the only competent body to take decisions, albeit taking into account the recommendations of the relevant committees.

Audit Committee

Orange’s Audit Committee consists of five directors including three independent directors (according to the criteria set out in the Report) and two non-independent directors.

Of those, one is a representative of the French Government and one is an employee who is not an executive officer of the Issuer. While not meeting the definition of independence set forth in Rules 10A-3 (b) (1) under 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 including those with respect to sustainability as per the European corporate sustainability reporting directive (CSRD) and determine appropriate funding for payment of compensation to an accounting firm for an audit or other service.

French corporate law provides that the Board of Directors must vote to approve a broadly defined range of related-party transactions (conventions règlementées) between the Company on the one hand and its directors and officers on the other hand, which are then presented to shareholders for approval at the next annual meeting. This legal safeguard operates in place of certain provisions of the NYSE rules.

Equity Compensation Plans

The NYSE requires a listed U.S. company to obtain prior shareholder approval for certain issuances of authorized stock and equity compensation plans when such plans are established or materially amended. Under French law, Orange must obtain shareholder approval at a Shareholders’ Meeting in order to adopt an equity compensation plan. Generally, the shareholders then delegate to the Board of Directors the authority to decide on the specific terms and conditions of the granting of equity compensation, within the limits of the shareholders' authorization. While the Company may, from time to time, obtain shareholder approval of an issuance of authorized stock or an equity compensation plans in order to obtain advantageous tax treatment or otherwise, as a general matter, we intend to follow our French home country practice, which does not require such shareholder approvals, rather than complying with these NYSE rules.

Adoption and disclosure of corporate governance guidelines

Orange has adopted corporate governance guidelines (the “Internal Guidelines,” available on its website at www.orange.com under Group/Governance/Documentation links to Governance) as required by French law.

2023 Form 20-F / ORANGE – 44

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NYSE Standards

Corporate Governance Practices of Orange

For the avoidance of doubt, the information available on our website is not incorporated by reference in this Annual Report on 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.

Item 16J

Insider Trading Policies

Not applicable.

Item 16K

Cybersecurity

Risk Management and Strategy

To assess, identify and manage material risks from cybersecurity, Orange has implemented a general data security framework that covers both corporate information and personal data.

This framework is integrated into Orange’s overall risk management system as a component of its Group Security Management System (“GSMS”), which is guided by internationally-recognized standards. The objective of the GSMS is the continuous improvement of security based on the management and assessment of risks, particularly risks from cybersecurity threats. A key part of the GSMS is the group security policy (the “Group Security Policy”), which contains a risk-based approach and seeks to apply certain guiding security principles and strategic objectives to Orange business segments.

Orange’s cybersecurity risk management is implemented by Orange’s Corporate Security Directorate (“DSEC”), which is responsible for setting the parameters of Orange’s cybersecurity risk profile and presenting its analysis of key cybersecurity matters to Orange management. Through the DSEC, the implementation of the Group Security Policy is regularly assessed and monitored for effectiveness and compliance with the Group Security Policy. The DSEC is also responsible for determining the principal cybersecurity risks facing the Group, which are presented to and approved by the Risk Committee of the Group’s Executive Committee. Cybersecurity incidents are managed by the DSEC and reported to the Risk Committee and, if necessary, the Board, as circumstances require.

In addition, employees are informed of issues and risks related to cybersecurity through a range of in-house training courses covering both the principles of data security and compliance requirements in terms of personal data protection.

Orange also engages third party service providers from time to time to assist it with assessing, enhancing, implementing, and monitoring its cybersecurity risk-management programs. Orange maintains processes to oversee and identify risks from cybersecurity threats associated with its use of third-party service providers, including through a special team within the DSEC dedicated to evaluating the cybersecurity risks of such third-party providers. The Group conducts a cybersecurity review and seeks to obtain contractual assurances regarding cybersecurity as part of the contract it enters into with such third-party providers.

As of the filing of this Annual Report on Form 20-F, the Group is not aware of any cybersecurity incidents that have occurred since the beginning of 2023 that have materially affected, or are reasonably likely to materially affect Orange, including Orange’s business strategy, results of operations or financial condition. Orange could be subject to cybersecurity incidents in the future which may have a material adverse effect on Orange’s business strategy, results of operations or financial condition. For further information on Orange’s risks relating to cybersecurity threats, see item 3.D Risk factors.

Governance

The DSEC has the everyday responsibility for overseeing cybersecurity risks and also presents to the Risk Committee on its cybersecurity risk analysis, the Group’s risk mitigation plan, security objectives, self-evaluation results from various Orange entities, and security KPIs, as well as results from cybersecurity audits conducted by the DSEC.

2023 Form 20-F / ORANGE – 45

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The DSEC leads the Committee for Operational Group Security (the “COSG”). The COSG meets regularly to review how Orange’s overall cybersecurity strategy and resilience is implemented within Orange affiliates. The COSG is co-chaired by the Director of the DSEC and the Group’s Chief Technology and Innovation Officer (“CTIO”). The CSOG is comprised of security personnel and other Security executives from Orange’s various business segments.

At the management level, within the Executive Committee, the Risk Committee receives regular reports from the DSEC and then presents a report on cybersecurity risks to the Audit Committee by Group Security Director. For more information on the Risk Committee, see Section 5.2.2.3 Executive Committee and Group governance committees of the 2023 Universal Registration Document filed as Exhibit 15.1 of this document.

Orange’s Board of Directors has overall responsibility for the oversight of risk management, including the oversight of risks from cybersecurity threats. The Board is informed of such risks through the Audit Committee, which receives regular presentations from Group Security Director, including the risk analysis which is conducted by the DSEC and reviewed by the Risk Committee. The Audit Committee regularly evaluates the Group’s risks, including the efficacy of risk monitoring tools, major risks confronting the group, preventative measures taken. The Audit Committee reported this analysis to the Board, which reviewed, proposed improvements, and put in place a calendar to monitor the proposed actions.

Orange’s CTIO has over 25 years of experience in the cybersecurity industry. This experience includes cybersecurity roles of high responsibility at large public companies.

2023 Form 20-F / ORANGE – 46

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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-143 attached hereto.

ITEM 19

List of exhibits


1.	Bylaws (statuts) of Orange, as amended on May 19, 2022.
2.(a)*	Form of Amended and Restated Deposit Agreement among the Depositary, owners and holders of American Depositary Shares.
2.(c)**	Indenture dated March 14, 2001 between Orange (formerly France Telecom) and, inter alia, Citibank, NA as Trustee.
8.	List of Orange’s subsidiaries: see Note 20 Main consolidated entities to the Consolidated Financial Statements at page F-141 and F-142.
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 Group Executive Director Finance, Performance and Development 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 Group Executive Director Finance, Performance and Development 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 2023 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 KPMG S.A. as auditor of Orange with respect to the financial years ended December 31, 2021, 2022 and 2023
15.3	Consent of Deloitte as auditor of Orange with respect to the financial years ended December 31, 2021, 2022 and 2023
97.1	Clawback Policy of Orange
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.

2023 Form 20-F / ORANGE – 47

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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/ Laurent Martinez

Name: Laurent Martinez

Title: Group Executive Director, Finance, Performance and Development (Principal Financial Officer)

Issy-les-Moulineaux, France

March 29, 2024

2023 Form 20-F / ORANGE – 48

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Table of contents


Financial statements
Report of independent registered public accounting firms	F-2
Consolidated income statement	F-9
Consolidated statement of comprehensive income	F-10
Consolidated statement of financial position	F-11
Consolidated statement of changes in shareholders’ equity	F-12
Analysis of changes in shareholders’ equity related to components of the other comprehensive income	F-13
Consolidated statement of cash flows	F-14


Consolidated financial statements 2023	F-1

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Report of independent registered public accounting firms

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 the accompanying consolidated statements of financial position of Orange S.A. and its subsidiaries (the “Group”) as of December 31, 2023, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 27, 2024 expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our 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.

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.

Evaluation of goodwill impairment for the Enterprise cash generating unit

Description of the matter

As discussed in Note 7 to the consolidated financial statements, the Group has goodwill for a net value of 23,775 million euros as of December 31, 2023. The Group performs impairment analyses with respect to its goodwill at least annually and more frequently when there is an indication of impairment. These tests are performed at the level of each cash generating unit (CGU) or group of CGUs, which generally correspond to the operating segment, or to each country in the Africa and Middle East region and Europe. An impairment loss is recognized if the recoverable amount of the assets and liabilities of the CGU is lower than the carrying value. With the exception of the Belgium-Luxemburg and Romania group of CGUs and CGU, for which the recoverable amounts are determined based on the fair value by reference to on-going transactions, the recoverable amount is determined mostly based upon retaining the value in use. The estimate of value in use is the present value of future expected cash flows.

The assessment of the value in use requires certain management estimates and judgments as described in Notes 2.5.2 and 7 to the consolidated financial statements, including the assessment of the competitive, political, economic and financial environment of the countries where the Group operates, the ability to achieve the operating cash flows from the business plans and the discount rates and perpetuity growth rates used in the calculation of recoverable amounts.

In the context of the current transformation of the Orange Business segment’s business model, whose market is undergoing changes as described in Note 5.3, the determination of the recoverable amount of the Enterprise CGU, included in the Orange Business segment, and the resulting margin between recoverable amount and carrying value tested, are especially sensitive to the following management assumptions:

−	future expected cash flows used for the business plans, specifically, the revenue growth rate and the EBITDAaL margin rate,

−	discount rate and perpetuity growth rate applied to future expected cash flows.

We identified the evaluation of the goodwill impairment analysis for the Enterprise CGU as a critical audit matter due to the especially subjective auditor judgment and specialized skills and knowledge necessary to audit these management assumptions.


Consolidated financial statements 2023	F-2

Table of Contents

How we addressed the matter in our audit

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s impairment assessment process for the Enterprise CGU, including controls related to the determination of the recoverable amount and the development of the future expected cash flows, discount rate and perpetuity growth rate assumptions.

To assess the Group’s ability to forecast future expected cash flows, with the assistance of valuation professionals with specialized skills and knowledge, we compared the Group’s previous forecasts to actual results and we compared the business plan used in 2023 impairment tests with previous forecasts. We inquired of financial and operational management of the Group to gain an understanding of the significant assumptions used in the business plan. We assessed the reasonableness of the revenue growth rate and the EBITDAaL margin rate underlying the forecasted cash flows, by comparing them against the Group’s peer companies’ analyst reports and market research reports. We compared the data, including the revenue growth rate and the EBITDAaL margin rate, used in the model by the Group in the determination of recoverable amounts to the business plan submitted to the Board of Directors.

We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the methodology used to determine the discount rate and the perpetuity growth rate used by comparing those rates against rate ranges that were independently developed using publicly available market data for comparable entities and, (2) assessing the consistency of the discount rate, based on the weighted average cost of capital for the Enterprise CGU, and the reasonableness of the risk-free rate and risk premium used by management by comparing them to publicly available market data. In addition, we tested the sensitivity analyses carried out by the Group and performed our own sensitivity analyses over future expected cash flows, the discount rate and the perpetuity growth rate to assess (1) the impact of changes in those assumptions on the impairment analysis and (2) the adequacy of the information on sensitivity disclosed in Note 7.4 to the consolidated financial statements.

Evaluation of provisions related to the main legal disputes and tax audits in France

Description of the matter

As discussed in Notes 5.2, 5.7, 10.3 and 18 to the consolidated financial statements, the Group is involved in a number of legal proceedings and administrative actions, relating to competition, regulatory and commercial matters in the telecom industry, as well as tax audits, notably with respect to value added tax and operating taxes and levies.

The Group recognizes provisions when it 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.

As discussed in Note 18 to the consolidated financial statements, the Group recognized provisions for risk in respect of its disputes (excluding those presented in Notes 6.2 and 10.3 concerning disputes with social security and tax administrations) for € 283 million as of December 31, 2023. The provisions are primarily related to legal disputes in which the Group is involved in France, of which the most significant disputes are presented individually in Note 18 to the consolidated financial statements under the paragraph headings Mobile Services, Fixed Services and Other proceedings in France (“main legal disputes”).


Consolidated financial statements 2023	F-3

Table of Contents

As discussed in Note 10.3 to the consolidated financial statements, Orange SA is subject to tax audits in France for the years 2017-2018 and 2019-2020 (tax audits), for which the tax adjustments notified to date total approximately € 535 million, including default penalties and interest. Note 10.3 further indicates that the Group makes a best estimate of the risks related to these adjustments, the effects of which are not significant, as assessed by the Group's management.

We identified the evaluation of the provisions relating to the main legal disputes and tax audits in France as a critical audit matter. Evaluating this matter required a higher degree of auditor judgment due to the nature of the estimates and assumptions, including judgments about future events and outcomes of the matters considering the inherent uncertainties as to how they may be resolved.

How we addressed the matter in our audit

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Group’s process to identify financial risks, and, where appropriate, recognize provisions and prepare the related financial statement disclosures, including on risk exposure. This included controls related to the evaluation of provisions based on information provided by the legal and tax departments and the Group’s external legal counsel. We inquired of the Group’s legal and tax departments and the Secretary General of the Group and analyzed available information, including the minutes of court hearings, to evaluate the assumptions used for determining the provisions for the main legal disputes and tax audits. We analyzed the responses received from the Group’s external counsel setting forth their views relating to these disputes, including their likely financial consequences. We assessed whether relevant events were considered in the recognition of the provisions, as well as in the financial statement disclosures. We compared historical provision estimates to actual settlements. We involved tax professionals with specialized skills and knowledge who assisted in evaluating management's assessment of the risk related to the tax audits in France. In addition, we assessed the adequacy of the information disclosed in the consolidated financial statements related to the main legal disputes and tax audits in France.

Paris-La Défense, France

March 27, 2024

/s/ 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


Consolidated financial statements 2023	F-4

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CONSOLIDATED FINANCIAL
STATEMENTS

Year ended December 31, 2023


Consolidated financial statements 2023	F-5

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Notes to the Consolidated Financial Statements
Note 1	Segment information	F-16
1.1	Basis of preparation of segment information	F-16
1.2	Segment revenue	F-17
1.3	Segment revenue to consolidated net income in 2023	F-19
1.4	Segment revenue to consolidated net income in 2022	F-21
1.5	Segment revenue to consolidated net income in 2021	F-23
1.6	Segment investments	F-25
1.7	Segment assets	F-27
1.8	Segment equity and liabilities	F-29
1.9	Simplified statement of cash flows on telecommunication and Mobile Financial Services activities	F-31
1.10	Definition of operating segments and performance indicators	F-34
Note 2	Description of business and basis of preparation of the Consolidated Financial Statements	F-35
2.1	Description of business	F-35
2.2	Basis of preparation of the financial statements	F-36
2.3	New standards and interpretations applied from January 1, 2023	F-36
2.4	Standards and interpretations compulsory after December 31, 2023 with no early adoption	F-37
2.5	Accounting policies, use of judgment and estimates	F-38
Note 3	Gains and losses on disposal and main changes in scope of consolidation	F-40
3.1	Gains (losses) on disposal of fixed assets, investments and activities	F-40
3.2	Main changes in the scope of consolidation	F-40
Note 4	Sales	F-47
4.1	Revenue	F-47
4.2	Other operating income	F-49
4.3	Trade receivables	F-49
4.4	Customer contract net assets and liabilities	F-51
4.5	Other assets	F-53
Note 5	Purchases and other expenses	F-54
5.1	External purchases	F-54
5.2	Other operating expenses	F-55
5.3	Restructuring costs	F-56
5.4	Broadcasting rights and equipment inventories	F-57
5.5	Prepaid expenses	F-57
5.6	Trade payables (goods and services)	F-58
5.7	Other liabilities	F-58
Note 6	Employee benefits	F-59
6.1	Labor expenses	F-59
6.2	Employee benefits	F-59
6.3	Share-based compensation	F-64
6.4	Executive compensation	F-67
Note 7	Impairment losses and goodwill	F-68
7.1	Impairment losses	F-68
7.2	Goodwill	F-69
7.3	Key assumptions used to determine recoverable amounts	F-70
7.4	Sensitivity of recoverable amounts	F-71


Consolidated financial statements 2023	F-6

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Note 8	Fixed assets	F-74
8.1	Gains (losses) on disposal of fixed assets	F-74
8.2	Depreciation and amortization	F-74
8.3	Impairment of fixed assets	F-75
8.4	Other intangible assets	F-76
8.5	Property, plant and equipment	F-79
8.6	Fixed assets payables	F-80
8.7	Dismantling provisions	F-81
Note 9	Lease agreements	F-81
9.1	Right-of-use assets	F-82
9.2	Lease liabilities	F-83
Note 10	Taxes	F-84
10.1	Operating taxes and levies	F-84
10.2	Income taxes	F-86
10.3	Developments in tax disputes and audits	F-90
10.4	International tax reform – Pillar Two	F-90
Note 11	Interests in associates and joint ventures	F-92
11.1	Change in interests in associates and joint ventures	F-92
11.2	Key figures from associates and joint ventures	F-93
11.3	Contractual commitments on interests in associates and joint ventures	F-93
Note 12	Related party transactions	F-93
Note 13	Financial assets, liabilities and financial results (telecom activities)	F-94
13.1	Financial assets and liabilities of telecom activities	F-94
13.2	Profits and losses related to financial assets and liabilities	F-96
13.3	Net financial debt	F-97
13.4	TDIRA	F-100
13.5	Bonds	F-101
13.6	Loans from development organizations and multilateral lending institutions	F-103
13.7	Financial assets	F-104
13.8	Derivatives	F-105
Note 14	Information on market risk and fair value of financial assets and liabilities (telecom activities)	F-108
14.1	Interest rate risk management	F-108
14.2	Foreign exchange risk management	F-109
14.3	Liquidity risk management	F-110
14.4	Financial ratios and commitments to sustainability targets	F-112
14.5	Credit risk and counterparty risk management	F-112
14.6	Commodity risk management (energy contracts)	F-113
14.7	Equity market risk	F-114
14.8	Capital management	F-114
14.9	Fair value of financial assets and liabilities	F-115
Note 15	Equity	F-117
15.1	Changes in share capital	F-117
15.2	Treasury shares	F-118
15.3	Dividends	F-118
15.4	Subordinated notes	F-119
15.5	Translation adjustments	F-122
15.6	Non-controlling interests	F-123
15.7	Earnings per share	F-124
Note 16	Unrecognized contractual commitments (telecom activities)	F-125
16.1	Operating activities commitments	F-125
16.2	Consolidation scope commitments	F-128
16.3	Financing commitments	F-130
Note 17	Mobile Financial Services activities	F-130
17.1	Financial assets and liabilities of Mobile Financial Services	F-130
17.2	Information on market risk management with respect to Orange Bank activities	F-134
17.3	Orange Bank's unrecognized contractual commitments	F-139
Note 18	Litigation	F-139
Note 19	Subsequent events	F-141
Note 20	Main consolidated entities	F-141
Note 21	Auditors' fees	F-143

The accompanying notes form an integral part of the Consolidated Financial Statements. The accounting policies are set out in the shaded areas of each note.


Consolidated financial statements 2023	F-7

Table of Contents

Significant events 2023


Takeover of VOO in Belgium		French pension reform		Restructuring programs
Following the approval of the European Commission, Orange Belgium has finalized on June 2^nd, 2023, the acquisition of 75% of the capital minus one share of VOO for 1,369 million euros from Nethys. The Group has granted Nethys a put option on its remaining stake, exercisable for three years.		In France, the pension reform enacted on April 14, 2023 led to the recognition of an additional provision of 241 million euros in respect of the French part-time for seniors plans (Temps Partiel Senior – TPS), which provided for the extension of measures for employees affected by the reform, and to the recognition of a provision reversal of 22 million euros for post-employment benefits.		In 2023, the Group launched transformation programs in France and abroad. These programs notably involve the implementation of departure plans for Orange Business and Orange Bank activities, for which discussions with employee representative bodies in France are in progress at December 31, 2023. In view of the progress of discussions, costs and provisions were recognized for a total of (215) million euros at December 31, 2023 for the Orange Business restructuring program in France and abroad and (122) million euros for the Orange Bank plan.
	Note 3.2		Note 6		Note 5.3


Consolidated Financial Statements 2023	F-8

Table of Contents

Consolidated income statement


(in millions of euros, except for per share data)	Note	2023	2022	2021
Revenue	4.1	44,122	43,471	42,522
External purchases	5.1	(19,322)	(18,732)	(17,973)
Other operating income	4.2	894	747	783
Other operating expenses	5.2	(452)	(413)	(700)
Labor expenses	6.1	(9,018)	(8,920)	(9,917)
Operating taxes and levies	10.1.1	(1,794)	(1,882)	(1,926)
Gains (losses) on disposal of fixed assets, investments and activities	3.1	90	233	2,507
Restructuring costs	5.3	(456)	(125)	(331)
Depreciation and amortization of fixed assets	8.2	(7,312)	(7,035)	(7,074)
Depreciation and amortization of financed assets	8.5	(129)	(107)	(84)
Depreciation and amortization of right-of-use assets	9.1	(1,522)	(1,507)	(1,481)
Effects resulting from business combinations		11	—	—
Impairment of goodwill	7.1	—	(817)	(3,702)
Impairment of fixed assets	8.3	(47)	(56)	(17)
Impairment of right-of-use assets	9.1	(69)	(54)	(91)
Share of profits (losses) of associates and joint ventures	11.1	(29)	(2)	3
Operating income		4,969	4,801	2,521
Cost of gross financial debt excluding financed assets		(1,073)	(775)	(829)
Interests on debts related to financed assets		(14)	(3)	(1)
Gains (losses) on assets contributing to net financial debt		283	48	(3)
Foreign exchange gain (loss)		(32)	(97)	65
Interests on lease liabilities		(258)	(145)	(120)
Other net financial expenses		(112)	52	106
Finance costs, net	13.2	(1,206)	(920)	(782)
Income taxes	10.2.1	(871)	(1,265)	(962)
Consolidated net income		2,892	2,617	778
Net income attributable to owners of the parent company		2,440	2,146	233
Non-controlling interests	15.6	451	471	545

Earnings per share (in euros) attributable to parent company	15.7
Net income
– basic		0.85	0.73	0.00
– diluted		0.85	0.73	0.00


Consolidated Financial Statements 2023	F-9

Table of Contents

Consolidated statement of comprehensive income


(in millions of euros)	Note	2023	2022	2021
Consolidated net income		2,892	2,617	778
Remeasurements of the net defined benefit liability	6.2	(96)	176	59
Assets at fair value	13.7-17.1	3	(116)	9
Income tax relating to items that will not be reclassified	10.2.2	20	(47)	(14)
Share of other comprehensive income in associates and joint ventures that will not be reclassified		14	0	(4)
Items that will not be reclassified to profit or loss (a)		(59)	13	51
Assets at fair value	13.7-17.1	2	4	1
Cash flow hedges	13.8.2	(269)	295	317
Translation adjustment gains and losses	15.5	(28)	(374)	200
Income tax relating to items that are or may be reclassified	10.2.2	66	(70)	(84)
Share of other comprehensive income in associates and joint ventures that are or may be reclassified		(26)	51	5
Items that are or may be reclassified subsequently to profit or loss (b)		(255)	(93)	439
Other consolidated comprehensive income (a) + (b)		(314)	(80)	490
Consolidated comprehensive income		2,578	2,537	1,267
Comprehensive income attributable to the owners of the parent company		2,108	2,050	687
Comprehensive income attributable to non-controlling interests		470	487	580


Consolidated Financial Statements 2023	F-10

Table of Contents

Consolidated statement of financial position


(in millions of euros)	Note	December 31,	December 31,	December 31,
		2023	2022	2021
Assets
Goodwill	7.2	23,775	23,113	24,192
Other intangible assets	8.4	15,098	14,946	14,940
Property, plant and equipment	8.5	33,193	31,640	30,484
Right-of-use assets	9.1	8,175	7,936	7,702
Interests in associates and joint ventures	11	1,491	1,486	1,440
Non-current financial assets related to Mobile Financial Services activities	17.1	297	656	900
Non-current financial assets	13.1	1,036	977	950
Non-current derivatives assets	13.1	956	1,458	683
Other non-current assets	4.5	192	216	254
Deferred tax assets	10.2.3	598	421	692
Total non-current assets		84,811	82,847	82,236
Inventories	5.4	1,152	1,048	952
Trade receivables	4.3	6,013	6,305	6,029
Other customer contract assets	4.4	1,795	1,570	1,460
Current financial assets related to Mobile Financial Services activities	17.1	3,184	2,742	2,381
Current financial assets	13.1	2,713	4,541	2,313
Current derivatives assets	13.1	37	112	7
Other current assets	4.5	2,388	2,217	1,875
Operating taxes and levies receivables	10.1.2	1,233	1,265	1,163
Current taxes assets	10.2.3	240	149	181
Prepaid expenses	5.5	868	851	851
Cash and cash equivalents	13.1	5,618	6,004	8,621
Total current assets		25,241	26,803	25,834
Total assets		110,052	109,650	108,071
Equity and liabilities
Share capital		10,640	10,640	10,640
Share premiums and statutory reserve		16,859	16,859	16,859
Subordinated notes		4,950	4,950	5,497
Retained earnings		(625)	(666)	(656)
Equity attributable to the owners of the parent company		31,825	31,784	32,341
Non-controlling interests		3,274	3,172	3,020
Total equity	15	35,098	34,956	35,361
Non-current financial liabilities	13.1	30,535	31,930	31,922
Non-current derivatives liabilities	13.1	225	397	220
Non-current lease liabilities	9.2	7,099	6,901	6,696
Non-current fixed assets payables	8.6	1,608	1,480	1,370
Non-current financial liabilities related to Mobile Financial Services activities	17.1	73	82	0
Non-current employee benefits	6.2	2,551	2,567	2,798
Non-current dismantling provisions	8.7	698	670	876
Non-current restructuring provisions	5.3	196	43	61
Other non-current liabilities	5.7	299	276	306
Deferred tax liabilities	10.2.3	1,143	1,124	1,185
Total non-current liabilities		44,427	45,471	45,434
Current financial liabilities	13.1	5,451	4,702	3,421
Current derivatives liabilities	13.1	40	51	124
Current lease liabilities	9.2	1,469	1,509	1,369
Current fixed assets payables	8.6	2,926	3,101	3,111
Trade payables	5.6	7,042	7,067	6,738
Customer contract liabilities	4.4	2,717	2,579	2,512
Current financial liabilities related to Mobile Financial Services activities	17.1	3,073	3,034	3,161
Current employee benefits	6.2	2,632	2,418	2,316
Current dismantling provisions	8.7	40	26	21
Current restructuring provisions	5.3	281	119	124
Other current liabilities	5.7	2,779	2,526	2,338
Operating taxes and levies payables	10.1.2	1,483	1,405	1,436
Current taxes payables	10.2.3	460	538	425
Deferred income		135	149	180
Total current liabilities		30,526	29,223	27,276
Total equity and liabilities		110,052	109,650	108,071


Consolidated Financial Statements 2023	F-11

Table of Contents

Consolidated statement 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, 2021		2,660,056,599	10,640	16,859	5,803	1,966	(711)	34,557	2,484	159	2,643	37,200
Consolidated comprehensive income		—	—	—	—	233	454	687	545	36	580	1,267
Share-based compensation	6.3	—	—	—	—	165	—	165	6	—	6	171
Purchase of treasury shares	15.2	—	—	—	—	(179)	—	(179)	—	—	—	(179)
Dividends	15.3	—	—	—	—	(2,127)	—	(2,127)	(218)	—	(218)	(2,345)
Issues and purchases of subordinated notes	15.4	—	—	—	(306)	(6)	—	(311)	—	—	—	(311)
Subordinated notes remuneration	15.4	—	—	—	—	(238)	—	(238)	—	—	—	(238)
Changes in ownership interests with no gain/loss of control	3.2	—	—	—	—	(185)	—	(185)	(213)	—	(213)	(398)
Changes in ownership interests with gain/loss of control⁽¹⁾	3.2	—	—	—	—	—	—	—	249	—	249	249
Other movements		—	—	—	—	(28)	—	(28)	(28)	—	(28)	(55)
Balance as of December 31, 2021		2,660,056,599	10,640	16,859	5,497	(399)	(257)	32,341	2,825	195	3,020	35,361
Consolidated comprehensive income		—	—	—	—	2,146	(96)	2,050	471	16	487	2,537
Share-based compensation	6.3	—	—	—	—	11	—	11	3	—	3	14
Purchase of treasury shares	15.2	—	—	—	—	(7)	—	(7)	—	—	—	(7)
Dividends	15.3	—	—	—	—	(1,861)	—	(1,861)	(328)	—	(328)	(2,189)
Issues and purchases of subordinated notes	15.4	—	—	—	(547)	51	—	(496)	—	—	—	(496)
Subordinated notes remuneration	15.4	—	—	—	—	(215)	—	(215)	—	—	—	(215)
Changes in ownership interests with no gain/loss of control	3.2	—	—	—	—	(10)	—	(10)	—	—	—	(10)
Changes in ownership interests with gain/loss of control	3.2	—	—	—	—	—	—	—	—	—	—	—
Other movements		—	—	—	—	(29)	—	(29)	(10)	—	(10)	(39)
Balance as of December 31, 2022		2,660,056,599	10,640	16,859	4,950	(313)	(353)	31,784	2,960	211	3,172	34,956
Consolidated comprehensive income		—	—	—	—	2,440	(332)	2,108	451	19	470	2,578
Share-based compensation	6.3	—	—	—	—	13	—	13	3	—	3	16
Purchase of treasury shares	15.2	—	—	—	—	(15)	—	(15)	—	—	—	(15)
Dividends	15.3	—	—	—	—	(1,862)	—	(1,862)	(381)	—	(381)	(2,242)
Issues and purchases of subordinated notes	15.4	—	—	—	—	(22)	—	(22)	—	—	—	(22)
Subordinated notes remuneration	15.4	—	—	—	—	(185)	—	(185)	—	—	—	(185)
Changes in ownership interests with no gain/loss of control	3.2	—	—	—	—	(6)	—	(6)	(2)	—	(2)	(8)
Changes in ownership interests with gain/loss of control⁽²⁾	3.2	—	—	—	—	—	—	—	—	—	—	0
Other movements		—	—	—	—	10	—	10	11	—	11	21
Balance as of December 31, 2023		2,660,056,599	10,640	16,859	4,950	61	(686)	31,825	3,043	230	3,274	35,098

(1)	Related to the takeover of Telekom Romania Communications (see Note 3.2).

(2)	Includes the fair value of the minority interests in VOO’s equity at the acquisition date, offset by the effect of the initial recognition of the financial liability related to the put option granted to Nethys by Orange (see Note 3.2).


Consolidated Financial Statements 2023	F-12

Table of Contents

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

Other

Total

other

fair value

instruments

adjustment

gains

tax

compre-

fair value

instruments

adjustment

gains

tax

compre-

compre-

and

hensive

and

hensive

hensive

losses

income

losses

income

income

of associates

and joint

ventures

Balance as of January 1, 2021

(98)

(256)

(579)

195

(40)

(711)

(3)

(2)

171

(8)

—

159

(552)

Variation⁽¹⁾

318

160

(98)

454

—

(1)

(4)

—

490

Balance as of December 31, 2021

220

(96)

(516)

(39)

(257)

(3)

212

(11)

—

195

(62)

Variation⁽¹⁾

(111)

267

(360)

179

(112)

(96)

—

(14)

(3)

(4)

(80)

Balance as of December 31, 2022

(33)

487

(455)

(337)

(16)

(353)

(4)

198

(14)

(4)

211

(142)

Variation⁽¹⁾

(254)

(71)

(89)

(6)

(332)

—

(15)

(7)

(6)

(314)

Balance as of December 31, 2023

(28)

233

(526)

(426)

(3)

(686)

(4)

240

(21)

230

(456)

(1)

Including in 2023 a variation of (269) million euros related to hedging instruments (of which (236) million euros of hedging in American dollar and pound sterling held by Orange SA), an actuarial loss of (80) million euros mainly related to the decrease in discount rates and translation adjustments of (28) million euros mainly due to the depreciation of the Egyptian pound.

Including in 2022 a variation of 295 million euros related to hedging instruments (of which 187 million euros of hedging in American dollar and pound sterling held by Orange SA), an actuarial gain of 176 million euros mainly related to the increase in discount rates and translation adjustments of (374) million euros mainly due to the depreciation of the Egyptian pound.

Including in 2021 a variation of 317 million euros related to hedging instruments (of which 319 million euros of hedging in American dollar and pound sterling held by Orange SA) and a variation of 200 million euros related to translation adjustments (impact spread on multiple currencies).

Associates and joint ventures: entities accounted for using the equity method; amount before currency translation adjustments.


Consolidated Financial Statements 2023	F-13

Table of Contents

Consolidated statement of cash flows


(in millions of euros)	Note	2023	2022	2021
Operating activities
Consolidated net income		2,892	2,617	778
Non-monetary items and reclassified items for presentation		12,971	13,298	14,592
Operating taxes and levies	10.1.1	1,794	1,882	1,926
Gains (losses) on disposal of fixed assets, investments and activities	3.1	(90)	(233)	(2,507)
Other gains and losses		(44)	(22)	(28)
Depreciation and amortization of fixed assets	8.2	7,312	7,035	7,074
Depreciation and amortization of financed assets	8.5	129	107	84
Depreciation and amortization of right-of-use assets	9.1	1,522	1,507	1,481
Changes in provisions	4-5-6-8	117	(133)	803
Effects resulting from business combinations		(11)	—	—
Impairment of goodwill	7.1	—	817	3,702
Impairment of fixed assets	8.3	47	56	17
Impairment of right-of-use assets	9.1	69	54	91
Share of profits (losses) of associates and joint ventures	11	29	2	(3)
Operational net foreign exchange and derivatives		5	28	30
Finance costs, net	13.2	1,206	920	782
Income tax	10.2.1	871	1,265	962
Share-based compensation		16	14	179
Changes in working capital and operating banking activities⁽¹⁾		(8)	(792)	(177)
Decrease (increase) in inventories, gross		(84)	(108)	(126)
Decrease (increase) in trade receivables, gross		441	(289)	64
Increase (decrease) in trade payables		(100)	297	36
Changes in other customer contract assets and liabilities		(103)	(26)	140
Changes in other assets and liabilities ⁽²⁾		(163)	(666)	(292)
Other net cash out		(3,801)	(3,888)	(3,956)
Operating taxes and levies paid		(1,680)	(1,906)	(1,880)
Dividends received		44	13	12
Interest paid and interest rates effects on derivatives, net ⁽³⁾		(1,035)	(963)	(1,134)
Income tax paid		(1,129)	(1,033)	(954)
Net cash provided by operating activities (a)		12,054	11,235	11,236
Investing activities
Purchases and sales of property, plant and equipment and intangible assets		(7,630)	(8,282)	(8,580)
Purchases of property, plant and equipment and intangible assets ⁽⁴⁾	8.4-8.5	(7,829)	(8,777)	(8,749)
Increase (decrease) in fixed assets payables		(133)	170	(72)
Investing donations received in advance		16	1	24
Sales of property, plant and equipment and intangible assets		316	324	217
Cash paid for investment securities, net of cash acquired	3.2	(1,416)	(58)	(211)
VOO		(1,373)	—	—
Telekom Romania Communications		—	11	(206)
Other		(43)	(68)	(5)
Investments in associates and joint ventures		(38)	(10)	(3)
Purchases of investment securities measured at fair value		(46)	(34)	(76)
Proceeds from sales of investment securities, net of cash transferred	3.2	34	12	891
Swiatłowod Inwestycje Sp. z o.o (FiberCo in Poland)		25	18	132
Orange Concessions		—	(8)	758
Other		9	2	—
Other proceeds from sales of investment securities at fair value		3	5	95
Decrease (increase) in securities and other financial assets		2,085	(2,081)	1,908
Investments at fair value, excluding cash equivalents		1,831	(2,256)	936
Other⁽⁵⁾		254	175	972
Net cash used in investing activities (b)		(7,008)	(10,448)	(5,976)


Consolidated Financial Statements 2023	F-14

Table of Contents


(in millions of euros)	Note	2023	2022	2021
Financing activities
Medium and long-term debt issuances	13.5-13.6	1,442	1,809	2,523
Medium and long-term debt redemptions and repayments	13.5-13.6	(2,595)	(1,088)	(4,572)
Increase (decrease) of bank overdrafts and short-term borrowings		56	(400)	1,143
Decrease (increase) of cash collateral deposits		(466)	771	988
Exchange rates effects on derivatives, net		5	(91)	201
Repayments of lease liabilities	9.2	(1,657)	(1,519)	(1,625)
Subordinated notes issuances (purchases) and other related fees	15.4	177	(451)	(311)
Coupon on subordinated notes	15.4	(177)	(213)	(238)
Proceeds (purchases) treasury shares	15.2	(15)	14	(199)
o/w employee share offering (Orange Together 2021)	6.3	—	20	(188)
Capital increase (decrease) - non-controlling interests		2	—	5
Changes in ownership interests with no gain / loss of control	3.2	(9)	(11)	(403)
Dividends paid to owners of the parent company	15.3	(1,862)	(1,861)	(2,127)
Dividends paid to non-controlling interests	15.6	(368)	(304)	(218)
Net cash used in financing activities (c)		(5,465)	(3,343)	(4,834)
Cash change in cash and cash equivalents (a) + (b) + (c)		(419)	(2,556)	427
Net change in cash and cash equivalents
Cash and cash equivalents in the opening balance		6,004	8,621	8,145
Cash change in cash and cash equivalents		(419)	(2,556)	427
Non-cash change in cash and cash equivalents⁽⁶⁾		32	(61)	50
Cash and cash equivalents in the closing balance		5,618	6,004	8,621

(1)	Operating banking activities mainly include transactions with customers and credit institutions. They are presented in changes in other assets and liabilities.

(2)	Excluding operating tax receivables and payables.

(3)	Including interests paid on lease liabilities for (247) million euros in 2023, (141) million euros in 2022 and (120) million euros in 2021 and interests paid on debt related to financed assets for (14) million euros in 2023, (3) million euros in 2022 and (1) million euros in 2021.

(4)	Acquisitions of financed assets for 233 million euros in 2023, 229 million euros in 2022 and 40 million euros in 2021 have no effect on the net cash used in investing activities.

(5)	Includes the reimbursement in 2021 of loans granted to Orange Concessions and its subsidiaries for approximately 663 million euros, of which 620 million euros reimbursed by Orange Concessions and 43 million euros by the HIN consortium (see Note 3.2).

(6)	Of which effect of exchange rates changes and other non-monetary effects.


Consolidated Financial Statements 2023	F-15

Table of Contents

Note 1 Segment information

1.1Basis of preparation of segment information

Changes in segment information

The Orange group has announced its intention to transform its business model in the Enterprise business segment and to strengthen its position in cybersecurity. In line with these announcements, the Enterprise segment is changing its name to Orange Business.

The segment information presented herein takes into account the following changes in organization and scope:

−	In 2023, the Other European countries segment includes the contribution of VOO from June 2, 2023 (see Note 3.2);

−	Since January 1, 2022, Totem’s figures have been presented in a distinct operating segment. In 2021, these figures were included in the France, Spain and International Carriers & Shared Services segments;

−	In 2021, the Other European countries segment included the contribution of Telekom Romania Communications from September 30, 2021 (see Note 3.2).

Definition of Group operating performance indicators

The key operating performance indicators used by the Group are described in Note 1.10.

The description of different sources of revenue is presented in Note 4.1.


Consolidated Financial Statements 2023	F-16

Table of Contents

1.2 Segment revenue


(in millions of euros)	France		Europe
			Spain	Other	Eliminations
				European	Europe
				countries
December 31, 2023
Revenue	17,730		4,698	6,889	(12)
Convergence services	5,065		1,894	1,194	—
Mobile services only	2,364		782	2,150	—
Fixed services only	3,725	⁽⁴⁾	457	904	—
IT & integration services	—		58	507	—
Wholesale	4,514		793	919	(12)
Equipment sales	1,394		711	1,047	—
Other revenues	668		2	168	—
External	17,007		4,643	6,795	—
Inter-operating segments	723		55	93	(12)

December 31, 2022
Revenue	17,983		4,647	6,329	(14)
Convergence services	4,857		1,870	959	—
Mobile services only	2,332		790	2,079	—
Fixed services only	3,787	⁽⁴⁾	436	783	—
IT & integration services	—		41	430	—
Wholesale	4,938		878	964	(14)
Equipment sales	1,323		632	927	—
Other revenues	746		1	185	—
External	17,238		4,586	6,219	—
Inter-operating segments	745		61	109	(14)

December 31, 2021
Revenue	18,092		4,720	5,870	(11)
Convergence services	4,697		1,870	850	—
Mobile services only	2,276		880	2,007	—
Fixed services only	3,872	⁽⁴⁾	435	652	—
IT & integration services	—		14	338	—
Wholesale	5,313		900	998	(11)
Equipment sales	1,226		621	869	—
Other revenues	708		1	155	—
External	17,489		4,672	5,776	—
Inter-operating segments	603		48	94	(11)

(1)	Including, in 2023, revenue of 5,126 million euros in France, 19 million euros in Spain, 1,703 million euros in other European countries and 1,079 million euros in other countries.

Including, in 2022, revenue of 5,126 million euros in France, 19 million euros in Spain, 1,762 million euros in other European countries and 1,023 million euros in other countries.

Including, in 2021, revenue of 5,118 million euros in France, 13 million euros in Spain, 1,294 million euros in other European countries and 1,331 million euros in other countries.

(2)	Including, in 2023, revenue of 492 million euros in France and 195 million euros in Spain.

Including, in 2022, revenue of 473 million euros in France and 212 million euros in Spain.

(3)	Including revenue of 1,283 million euros in France in 2023, 1,361 million euros in 2022 and 1,353 million euros in 2021.

(4)	Including, in 2023, fixed-only broadband revenue of 3,018 million euros and fixed-only narrowband revenue of 707 million euros.

Including, in 2022, fixed-only broadband revenue of 2,955 million euros and fixed-only narrowband revenue of 831 million euros.

Including, in 2021, fixed-only broadband revenue of 2,862 million euros and fixed-only narrowband revenue of 1,010 million euros.

(5)	Including, in 2023, revenue of 890 million euros from voice services and revenue of 2,330 million euros from data services.

Including, in 2022, revenue of 1,018 million euros from voice services and revenue of 2,448 million euros from data services.

Including, in 2021, revenue of 1,106 million euros from voice services and revenue of 2,527 million euros from data services.


Consolidated Financial Statements 2023	F-17

Table of Contents


(in millions of euros)	Europe	Africa &	Orange		Totem⁽²⁾	International	Eliminations	Total	Mobile	Eliminations	Orange
	Total	Middle East	Business⁽¹⁾			Carriers &		telecom	Financial	telecom	consoli-
						Shared		activities	Services	activities /	dated
						Services⁽³⁾				mobile	financial
										financial services	statements
December 31, 2023
Revenue	11,574	7,152	7,927		686	1,478	(2,416)	44,132	—	(9)	44,122
Convergence services	3,088	—	—		—	—	—	8,153	—	—	8,153
Mobile services only	2,932	5,456	693		—	—	(37)	11,408	—	(2)	11,406
Fixed services only	1,361	847	3,220	⁽⁵⁾	—	—	(124)	9,030	—	(1)	9,029
IT & integration services	565	53	3,706		—	—	(177)	4,146	—	(5)	4,141
Wholesale	1,700	666	41		686	982	(1,759)	6,830	—	—	6,830
Equipment sales	1,757	90	267		—	—	(6)	3,503	—	—	3,503
Other revenues	170	40	—		—	496	(313)	1,061	—	(1)	1,060
External	11,438	6,988	7,579		137	973	—	44,122	—	—	44,122
Inter-operating segments	136	164	347		549	505	(2,416)	9	—	(9)	—

December 31, 2022
Revenue	10,962	6,918	7,930		685	1,540	(2,538)	43,480	—	(9)	43,471
Convergence services	2,830	—	—		—	—	—	7,687	—	—	7,687
Mobile services only	2,869	5,272	659		—	—	(38)	11,093	—	—	11,093
Fixed services only	1,219	800	3,466	⁽⁵⁾	—	—	(150)	9,121	—	(1)	9,120
IT & integration services	471	40	3,489		—	—	(184)	3,817	—	(6)	3,811
Wholesale	1,828	663	41		685	1,060	(1,859)	7,356	—	—	7,356
Equipment sales	1,559	104	275		—	—	(7)	3,255	—	—	3,254
Other revenues	187	39	—		—	480	(299)	1,152	—	(2)	1,150
External	10,805	6,750	7,548		113	1,017	—	43,471	—	—	43,471
Inter-operating segments	157	168	383		572	523	(2,538)	9	—	(9)	—

December 31, 2021
Revenue	10,579	6,381	7,757		n/a	1,515	(1,795)	42,530	—	(7)	42,522
Convergence services	2,720	—	—		n/a	—	—	7,417	—	—	7,417
Mobile services only	2,887	4,884	636		n/a	—	(31)	10,652	—	—	10,652
Fixed services only	1,087	664	3,633	⁽⁵⁾	n/a	—	(168)	9,089	—	(1)	9,088
IT & integration services	352	31	3,195		n/a	—	(167)	3,411	—	(4)	3,407
Wholesale	1,886	654	42		n/a	1,056	(1,249)	7,702	—	—	7,702
Equipment sales	1,490	112	250		n/a	—	(8)	3,070	—	—	3,070
Other revenues	157	36	—		n/a	460	(172)	1,188	—	(2)	1,186
External	10,449	6,216	7,371		n/a	998	—	42,522	—	—	42,522
Inter-operating segments	131	165	386		n/a	517	(1,795)	7	—	(7)	—


Consolidated Financial Statements 2023	F-18

Table of Contents

1.3 Segment revenue to consolidated net income in 2023


(in millions of euros)	France	Europe
			Other	Elimina-
		Spain	European	tions	Total
			countries	Europe

Revenue	17,730	4,698	6,889	(12)	11,574
External purchases	(7,518)	(2,814)	(4,046)	12	(6,848)
Other operating income	1,214	125	302	(2)	426
Other operating expenses	(535)	(150)	(170)	2	(318)
Labor expenses	(3,280)	(275)	(830)	—	(1,106)
Operating taxes and levies	(765)	(125)	(100)	—	(225)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—
Restructuring costs	—	—	—	—	—
Depreciation and amortization of financed assets	(129)	—	—	—	—
Depreciation and amortization of right-of-use assets	(273)	(175)	(208)	—	(384)
Impairment of right-of-use assets	—	—	—	—	—
Interests on debts related to financed assets⁽²⁾	(14)	—	—	—	—
Interests on lease liabilities⁽²⁾	(66)	(37)	(46)	—	(83)
EBITDAaL	6,364	1,246	1,791	—	3,037
Significant litigation	68	—	—	—	—
Specific labour expenses	(349)	—	—	—	—
Fixed assets, investments and businesses portfolio review	(1)	—	32	—	32
Restructuring programs costs	(4)	—	(63)	—	(63)
Acquisition and integration costs	1	(6)	(33)	—	(39)
Depreciation and amortization of fixed assets	(3,154)	(1,040)	(1,223)	—	(2,263)
Effects resulting from business combinations	—	—	—	—	—
Impairment of goodwill	—	—	—	—	—
Impairment of fixed assets	(1)	—	(10)	—	(10)
Share of profits (losses) of associates and joint ventures	(36)	—	(8)	—	(8)
Elimination of interests on debts related to financed assets⁽²⁾	14	—	—	—	—
Elimination of interests on lease liabilities⁽²⁾	66	37	46	—	83
Operating Income	2,967	238	533	—	770
Cost of gross financial debt except financed assets
Interests on debts related to financed assets⁽²⁾
Gains (losses) on assets contributing to net financial debt
Foreign exchange gain (loss)
Interests on lease liabilities⁽²⁾
Other net financial expenses
Finance costs, net
Income Tax
Consolidated net income

(1)	Mobile Financial Services' net banking income is recognized in other operating income and amounts to 149 million euros in 2023. The cost of risk is included in other operating expenses and amounts to (63) million euros in 2023.

(2)

Presentation adjustments allow the reallocation of the lines of specific items identified in the segment information to the operating revenue and expense lines presented in the consolidated income statement. Interests on debts related to financed assets and interests on lease liabilities are included in segment EBITDAaL. They are excluded from segment operating income and included in net finance costs presented in the consolidated income statement.


Consolidated Financial Statements 2023	F-19

Table of Contents


(in millions of euros)	Africa &	Orange	Totem	Interna-	Elimination	Total	Mobile	Elimina-	Total	Presenta-	Orange
	Middle	Business		tional	telecom	telecom	Financial	tions		tion adjust-	consoli-
	East			Carriers &	activities	activities	Services⁽⁴⁾	telecom		ments⁽²⁾	dated
				Shared				activites /			financial
				Services				mobile			statements
								financial
								services

Revenue	7,152	7,927	686	1,478	(2,416)	44,132	—	(9)	44,122	—	44,122
External purchases	(2,754)	(4,383)	(116)	(1,943)	4,379	(19,183)	(125)	13	(19,295)	(26)	(19,322)
Other operating income	101	201	—	2,111	(3,307)	746	151	(4)	894	—	894
Other operating expenses	(247)	(601)	(1)	(29)	1,345	(388)	(60)	1	(447)	(5)	(452)
Labor expenses	(584)	(2,229)	(17)	(1,231)	—	(8,446)	(77)	—	(8,523)	(495)	(9,018)
Operating taxes and levies	(678)	(65)	(7)	(51)	—	(1,790)	(7)	—	(1,797)	3	(1,794)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—	—	—	—	—	90	90
Restructuring costs	—	—	—	—	—	—	—	—	—	(456)	(456)
Depreciation and amortization of financed assets	—	—	—	—	—	(129)	—	—	(129)	—	(129)
Depreciation and amortization of right-of-use assets	(199)	(158)	(163)	(337)	—	(1,514)	(4)	—	(1,518)	(4)	(1,522)
Impairment of right-of-use assets	—	(1)	—	—	—	(1)	—	—	(1)	(67)	(69)
Interests on debts related to financed assets⁽²⁾	—	—	—	—	—	(14)	—	—	(14)	14	n/a
Interests on lease liabilities⁽²⁾	(58)	(10)	(11)	(29)	—	(258)	—	—	(258)	258	n/a
EBITDAaL	2,734	679	372	(30)	1	13,157	(122)	1	13,035	(690)	n/a
Significant litigation	(38)	-	—	—	—	30	—	—	30	(30)	n/a
Specific labour expenses	—	(61)	—	(92)	—	(502)	(1)	—	(503)	503	n/a
Fixed assets, investments and businesses portfolio review	28	16	—	15	—	90	—	—	90	(90)	n/a
Restructuring programs costs	(4)	(210)	(4)	(119)	—	(405)	(121)	—	(526)	526	n/a
Acquisition and integration costs	—	(1)	—	(14)	—	(53)	—	—	(53)	53	n/a
Depreciation and amortization of fixed assets	(1,041)	(361)	(127)	(345)	—	(7,291)	(21)	—	(7,312)	—	(7,312)
Effects resulting from business combinations	—	11	—	—	—	11	—		11	—	11
Impairment of goodwill	—	—	—	—	—	—	—	—	—	—	—
Impairment of fixed assets	(3)	8	—	1	—	(5)	(42)	—	(47)	—	(47)
Share of profits (losses) of associates and joint ventures	22	—	—	(8)	—	(29)	—	—	(29)	—	(29)
Elimination of interests on debts related to financed assets⁽²⁾	—	—	—	—	—	14	—	—	14	(14)	n/a
Elimination of interests on lease liabilities⁽²⁾	58	10	11	29	—	258	—	—	258	(258)	n/a
Operating Income	1,755	92	251	(563)	1	5,274	(306)	1	4,969	—	4,969
Cost of gross financial debt except financed assets									(1,073)	—	(1,073)
Interests on debts related to financed assets⁽²⁾									(14)	—	(14)
Gains (losses) on assets contributing to net financial debt									283	—	283
Foreign exchange gain (loss)									(32)	—	(32)
Interests on lease liabilities⁽²⁾									(258)	—	(258)
Other net financial expenses									(112)	—	(112)
Finance costs, net						(1,205)	—	—	(1,206)	—	(1,206)
Income Tax						(871)	—	—	(871)	—	(871)
Consolidated net income						3,198	(307)	—	2,892	—	2,892


Consolidated Financial Statements 2023	F-20

Table of Contents

1.4 Segment revenue to consolidated net income in 2022


(in millions of euros)	France	Europe
		Spain	Other	Elimina-	Total
			European	tions
			countries	Europe
Revenue	17,983	4,647	6,329	(14)	10,962
External purchases	(7,429)	(2,879)	(3,684)	14	(6,550)
Other operating income	1,229	97	270	—	367
Other operating expenses	(486)	(162)	(187)	—	(350)
Labor expenses	(3,435)	(266)	(736)	—	(1,002)
Operating taxes and levies	(834)	(140)	(101)	—	(241)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—
Restructuring costs	—	—	—	—	—
Depreciation and amortization of financed assets	(107)	—	—	—	—
Depreciation and amortization of right-of-use assets	(254)	(169)	(201)	—	(371)
Impairment of right-of-use assets	—	—	—	—	—
Interests on debts related to financed assets⁽²⁾	(3)	—	—	—	—
Interests on lease liabilities⁽²⁾	(18)	(17)	(27)	—	(44)
EBITDAaL	6,645	1,111	1,662	—	2,772
Significant litigation	(3)	—	—	—	—
Specific labour expenses	(330)	—	—	—	—
Fixed assets, investments and businesses portfolio review	—	—	29	—	29
Restructuring programs costs	(18)	(8)	(14)	—	(22)
Acquisition and integration costs	—	—	(41)	—	(41)
Depreciation and amortization of fixed assets	(2,922)	(1,107)	(1,057)	—	(2,164)
Impairment of goodwill	—	—	(789)	—	(789)
Impairment of fixed assets	(15)	—	(3)	—	(3)
Share of profits (losses) of associates and joint ventures	(18)	—	(3)	—	(3)
Elimination of interests on debts related to financed assets⁽²⁾	3	—	—	—	—
Elimination of interests on lease liabilities⁽²⁾	18	17	27	—	44
Operating Income	3,361	12	(190)	—	(177)
Cost of gross financial debt except financed assets
Interests on debts related to financed assets⁽²⁾
Gains (losses) on assets contributing to net financial debt
Foreign exchange gain (loss)
Interests on lease liabilities⁽²⁾
Other net financial expenses
Finance costs, net
Income Taxes
Consolidated net income

(1)	Mobile Financial Services' net banking income is recognized in other operating income and amounted to 116 million euros in 2022. The cost of risk is included in other operating expenses and amounted to (45) million euros in 2022.

(2)


Consolidated Financial Statements 2023	F-21

Table of Contents


(in millions of euros)	Africa &	Orange	Totem	Interna-tional	Elimina-tion	Total	Mobile	Elimina-tions	Total	Presenta-	Orange
	Middle East	Business		Carriers &	telecom	telecom	Financial	telecom		tion	Consoli-
				Shared	activities	activities	Services⁽¹⁾	activities/mobile		adjust-	dated Financial
				Services				financial services		ments⁽²⁾	Statements
Revenue	6,918	7,930	685	1,540	(2,538)	43,480	—	(9)	43,471	—	43,471
External purchases	(2,740)	(4,240)	(131)	(1,997)	4,491	(18,594)	(129)	15	(18,707)	(24)	(18,732)
Other operating income	69	191	—	2,101	(3,331)	627	128	(10)	745	2	747
Other operating expenses	(171)	(657)	—	(49)	1,377	(335)	(36)	4	(367)	(47)	(413)
Labor expenses	(575)	(2,179)	(14)	(1,255)	—	(8,461)	(76)	—	(8,537)	(383)	(8,920)
Operating taxes and levies	(660)	(82)	(5)	(55)	—	(1,877)	(2)	—	(1,879)	(3)	(1,882)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—	—	—	—	—	233	233
Restructuring costs	—	—	—	—	—	—	—	—	—	(125)	(125)
Depreciation and amortization of financed assets	—	—	—	—	—	(107)	—	—	(107)	—	(107)
Depreciation and amortization of right-of-use assets	(194)	(154)	(159)	(372)	—	(1,504)	(3)	—	(1,507)	—	(1,507)
Impairment of right-of-use assets	—	(1)	—	—	—	(1)	—	—	(1)	(52)	(54)
Interests on debts related to financed assets⁽²⁾	—	—	—	—	—	(3)	—	—	(3)	3	n/a
Interests on lease liabilities⁽²⁾	(64)	(6)	(4)	(10)	—	(144)	—	—	(145)	145	n/a
EBITDAaL	2,584	804	371	(96)	—	13,080	(118)	1	12,963	(251)	n/a
Significant litigation	—	—	—	(6)	—	(9)	—	—	(9)	9	n/a
Specific labour expenses	—	(35)	—	(9)	—	(373)	1	—	(372)	372	n/a
Fixed assets, investments and businesses portfolio review	76	8	—	120	—	233	—	—	233	(233)	n/a
Restructuring programs costs	(8)	(47)	—	(89)	—	(184)	7	—	(177)	177	n/a
Acquisition and integration costs	—	(1)	(1)	(33)	—	(76)	2	—	(74)	74	n/a
Depreciation and amortization of fixed assets	(1,075)	(398)	(122)	(311)	—	(6,992)	(44)	—	(7,035)	—	(7,035)
Impairment of goodwill	—	—	—	—	—	(789)	(28)	—	(817)	—	(817)
Impairment of fixed assets	2	(20)	—	—	—	(36)	(21)	—	(56)	—	(56)
Share of profits (losses) of associates and joint ventures	22	1	—	(3)	—	(2)	—	—	(2)	—	(2)
Elimination of interests on debts related to financed assets⁽²⁾	—	—	—	—	—	3	—	—	3	(3)	n/a
Elimination of interests on lease liabilities⁽²⁾	64	6	4	10	—	144	—	—	145	(145)	n/a
Operating Income	1,665	317	252	(417)	—	5,000	(200)	1	4,801	—	4,801
Cost of gross financial debt except financed assets									(775)	—	(775)
Interests on debts related to financed assets⁽²⁾									(3)	—	(3)
Gains (losses) on assets contributing to net financial debt									48	—	48
Foreign exchange gain (loss)									(97)	—	(97)
Interests on lease liabilities⁽²⁾									(145)	—	(145)
Other net financial expenses									52	—	52
Finance costs, net						(920)	1	(1)	(920)	—	(920)
Income Taxes						(1,270)	5	—	(1,265)	—	(1,265)
Consolidated net income						2,810	(194)	0	2,617	—	2,617


Consolidated Financial Statements 2023	F-22

Table of Contents

1.5 Segment revenue to consolidated net income in 2021


(in millions of euros)	France	Europe
		Spain	Other	Elimina-	Total
			European	tions
			countries	Europe
Revenue	18,092	4,720	5,870	(11)	10,579
External purchases	(7,081)	(2,768)	(3,330)	11	(6,087)
Other operating income	1,274	161	192	—	353
Other operating expenses	(526)	(171)	(179)	—	(350)
Labor expenses	(3,657)	(268)	(665)	—	(932)
Operating taxes and levies	(838)	(163)	(96)	—	(259)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—
Restructuring costs	—	—	—	—	—
Depreciation and amortization of financed assets	(84)	—	—	—	—
Depreciation and amortization of right-of-use assets	(304)	(248)	(198)	—	(446)
Impairment of right-of-use assets	—	—	—	—	—
Interests on debts related to financed assets⁽²⁾	(1)	—	—	—	—
Interests on lease liabilities⁽²⁾	(8)	(14)	(15)	—	(29)
EBITDAaL	6,867	1,251	1,579	—	2,830
Significant litigation	(128)	—	—	—	—
Specific labour expenses	(959)	—	(2)	—	(2)
Fixed assets, investments and businesses portfolio review	(2)	—	359	—	359
Restructuring programs costs	(10)	(180)	(31)	—	(211)
Acquisition and integration costs	(7)	—	(25)	—	(25)
Depreciation and amortization of fixed assets	(3,108)	(1,107)	(1,097)	—	(2,204)
Impairment of goodwill	—	(3,702)	—	—	(3,702)
Impairment of fixed assets	(1)	—	(13)	—	(13)
Share of profits (losses) of associates and joint ventures	(8)	—	5	—	5
Elimination of interests on debts related to financed assets⁽²⁾	1	—	—	—	—
Elimination of interests on lease liabilities⁽²⁾	8	14	15	—	29
Operating Income	2,653	(3,724)	791	—	(2,933)
Cost of gross financial debt except financed assets
Interests on debts related to financed assets⁽²⁾
Gains (losses) on assets contributing to net financial debt
Foreign exchange gain (loss)
Interests on lease liabilities⁽²⁾
Other net financial expenses
Finance costs, net
Income Taxes
Consolidated net income

(1)	Mobile Financial Services' net banking income is recognized in other operating income and amounted to 109 million euros in 2021. The cost of risk is included in other operating expenses and amounted to (46) million euros in 2021.

(2)


Consolidated Financial Statements 2023	F-23

Table of Contents


(in millions of euros)	Africa &	Orange	Interna-	Elimina-	Total	Mobile	Elimina-tions	Total	Presenta-tion	Orange
	Middle East	Business	tional	tion telecom	telecom	Financial	telecom		adjust-	Consoli-dated
			Carriers &	activities	activities	Services⁽¹⁾	activities/		ments⁽²⁾	Financial
			Shared				mobile			Statements
			Services				financial
							services
Revenue	6,381	7,757	1,515	(1,795)	42,530	—	(7)	42,522	—	42,522
External purchases	(2,502)	(3,967)	(2,000)	3,786	(17,849)	(112)	10	(17,950)	(23)	(17,973)
Other operating income	52	173	2,096	(3,328)	620	114	(4)	730	53	783
Other operating expenses	(243)	(640)	(71)	1,336	(493)	(44)	2	(535)	(165)	(700)
Labor expenses	(535)	(2,119)	(1,298)	—	(8,542)	(84)	—	(8,626)	(1,291)	(9,917)
Operating taxes and levies	(644)	(80)	(66)	—	(1,887)	(3)	—	(1,890)	(36)	(1,926)
Gains (losses) on disposal of fixed assets, investments and activities	—	—	—	—	—	—	—	—	2,507	2,507
Restructuring costs	—	—	—	—	—	—	—	—	(331)	(331)
Depreciation and amortization of financed assets	—	—	—	—	(84)	—	—	(84)	—	(84)
Depreciation and amortization of right-of-use assets	(176)	(147)	(407)	—	(1,478)	(3)	—	(1,481)	—	(1,481)
Impairment of right-of-use assets	—	—	—	—	—	—	—	—	(91)	(91)
Interests on debts related to financed assets⁽²⁾	—	—	—	—	(1)	—	—	(1)	1	n/a
Interests on lease liabilities⁽²⁾	(67)	(7)	(8)	—	(119)	—	—	(120)	120	n/a
EBITDAaL	2,265	970	(237)	—	12,696	(131)	1	12,566	744	n/a
Significant litigation	—	—	(6)	—	(134)	—	—	(134)	134	n/a
Specific labour expenses	—	(123)	(190)	—	(1,274)	(3)	—	(1,276)	1,276	n/a
Fixed assets, investments and businesses portfolio review	2	3	2,146	—	2,507	—	—	2,507	(2,507)	n/a
Restructuring programs costs	(41)	(5)	(145)	—	(412)	(11)	—	(422)	422	n/a
Acquisition and integration costs	—	(1)	(16)	—	(49)	(2)	—	(51)	51	n/a
Depreciation and amortization of fixed assets	(1,012)	(378)	(335)	—	(7,038)	(36)	—	(7,074)	—	(7,074)
Impairment of goodwill	—	—	—	—	(3,702)	—	—	(3,702)	—	(3,702)
Impairment of fixed assets	(1)	—	(2)	—	(17)	—	—	(17)	—	(17)
Share of profits (losses) of associates and joint ventures	10	1	(5)	—	3	—	—	3	—	3
Elimination of interests on debts related to financed assets⁽²⁾	—	—	—	—	1	—	—	1	(1)	n/a
Elimination of interests on lease liabilities⁽²⁾	67	7	8	—	119	—	—	120	(120)	n/a
Operating Income	1,291	474	1,217	—	2,702	(182)	1	2,521	—	2,521
Cost of gross financial debt except financed assets								(829)	—	(829)
Interests on debts related to financed assets⁽²⁾								(1)	—	(1)
Gains (losses) on assets contributing to net financial debt								(3)	—	(3)
Foreign exchange gain (loss)								65	—	65
Interests on lease liabilities⁽²⁾								(120)	—	(120)
Other net financial expenses								106	—	106
Finance costs, net					(781)	1	(1)	(782)	—	(782)
Income Taxes					(963)	—	—	(962)	—	(962)
Consolidated net income					958	(181)	—	778	—	778


Consolidated Financial Statements 2023	F-24

Table of Contents

1.6 Segment investments


(in millions of euros)	France	Europe
		Spain	Other	Elimina-
			European	tions
			countries	Europe
December 31, 2023
eCAPEX	3,039	755	1,076	—
Elimination of proceeds from sales of property, plant and equipment and intangible assets	158	—	60	—
Telecommunications licenses	2	32	436	—
Financed assets	233	—	—	—
Total investments	3,432	787	1,572	—
Including other intangible assets
Including property, plant and equipment

December 31, 2022
eCAPEX	3,429	863	1,020	—
Elimination of proceeds from sales of property, plant and equipment and intangible assets	126	—	56	—
Telecommunications licenses	9	10	664	—
Financed assets	229	—	—	—
Total investments	3,793	873	1,739	—
Including other intangible assets
Including property, plant and equipment

December 31, 2021
eCAPEX	4,117	980	913	—
Elimination of proceeds from sales of property, plant and equipment and intangible assets	49	1	65	—
Telecommunications licenses	264	618	32	—
Financed assets	40	—	—	—
Total investments	4,471	1,598	1,010	—
Including other intangible assets
Including property, plant and equipment

(1)	Including investments in intangible assets and property, plant and equipment in France for 222 million euros in 2023, 209 million euros in 2022 and 206 million euros in 2021.

(2)	Including investments in intangible assets and property, plant and equipment in France for 115 million euros in 2023 and 110 million euros in 2022.

(3)	Including investments in intangible assets and property, plant and equipment in France for 238 million euros in 2023, 325 million euros in 2022 and 271 million e euros in 2021.


Consolidated Financial Statements 2023	F-25

Table of Contents


(in millions of euros)	Europe	Africa &	Orange	Totem⁽²⁾	International	Eliminations	Total	Mobile	Eliminations	Orange
	Total	Middle-East	Business⁽¹⁾		Carriers	telecom	telecom	Financial	telecom	Consolidated
					& Shared	activities	activities	Services	activities/	Financial
					Services⁽³⁾	and			bank	Statements
						unallocated
						items

December 31, 2023
eCAPEX	1,831	1,248	296	144	225	—	6,783	33	—	6,815
Elimination of proceeds from sales of property, plant and equipment and intangible assets	60	35	19	—	20	—	292	—	—	292
Telecommunications licenses	468	251	—	—	—	—	721	—	—	721
Financed assets	—	—	—	—	—	—	233	—	—	233
Total investments	2,359	1,535	315	144	245	—	8,030	33	—	8,062
Including other intangible assets										2,365
Including property, plant and equipment										5,698
									—	—
December 31, 2022									—	—
eCAPEX	1,883	1,271	332	142	278	—	7,335	35	—	7,371
Elimination of proceeds from sales of property, plant and equipment and intangible assets	56	99	11	—	55	—	347	—	—	347
Telecommunications licenses	674	377	—	—	—	—	1,060	—	—	1,060
Financed assets	—	—	—	—	—	—	229	—	—	229
Total investments	2,612	1,747	344	142	333	—	8,971	35	—	9,007
Including other intangible assets										2,678
Including property, plant and equipment										6,329

December 31, 2021
eCAPEX	1,893	1,064	318	n/a	243	—	7,636	24	—	7,660
Elimination of proceeds from sales of property, plant and equipment and intangible assets	66	5	7	n/a	36	—	163	—	—	163
Telecommunications licenses	650	12	—	n/a	—	—	926	—	—	926
Financed assets	—	—	—	n/a	—	—	40	—	—	40
Total investments	2,609	1,082	325	n/a	279	—	8,766	24	—	8,789
Including other intangible assets										2,842
Including property, plant and equipment										5,947


Consolidated Financial Statements 2023	F-26

Table of Contents

1.7 Segment assets


(in millions of euros)	France	Europe
		Spain	Other	Elimina-
			European	tions
			countries	Europe
December 31, 2023
Goodwill	13,176	2,734	2,558	—
Other intangible assets	4,093	1,864	2,828	—
Property, plant and equipment	17,077	3,518	5,631	—
Right-of-use assets	2,248	1,220	1,018	—
Interests in associates and joint ventures	1,035	—	339	—
Non-current assets included in the calculation of net financial debt	—	—	—	—
Other	8	13	38	—
Total non-current assets	37,637	9,348	12,411	—
Inventories	507	88	199	—
Trade receivables	1,807	587	1,321	2
Other customer contract assets	391	213	461	—
Prepaid expenses	62	374	87	—
Current assets included in the calculation of net financial debt	—	—	—	—
Other	756	20	165	—
Total current assets	3,522	1,282	2,233	2
Total assets	41,159	10,630	14,644	2

December 31, 2022
Goodwill	13,176	2,734	1,852	—
Other intangible assets	4,331	1,994	2,287	—
Property, plant and equipment	16,906	3,640	4,239	—
Right-of-use assets	1,946	1,035	1,023	—
Interests in associates and joint ventures	1,070	—	313	—
Non-current assets included in the calculation of net financial debt	—	—	—	—
Other	9	12	43	—
Total non-current assets	37,438	9,415	9,755	—
Inventories	429	73	187	—
Trade receivables	2,055	601	1,176	(1)
Other customer contract assets	371	174	425	—
Prepaid expenses	41	373	61	—
Current assets included in the calculation of net financial debt	—	—	—	—
Other	789	77	215	—
Total current assets	3,685	1,298	2,064	(1)
Total assets	41,123	10,714	11,819	(1)

December 31, 2021
Goodwill	14,364	3,170	2,910	—
Other intangible assets	4,543	2,259	1,727	—
Property, plant and equipment	16,975	3,834	3,967	—
Right-of-use assets	2,014	1,093	1,104	—
Interests in associates and joint ventures	1,061	—	303	—
Non-current assets included in the calculation of net financial debt	—	—	—	—
Other	9	16	15	—
Total non-current assets	38,966	10,372	10,025	—
Inventories	438	61	176	—
Trade receivables	2,125	643	1,147	1
Other customer contract assets	379	176	407	—
Prepaid expenses	35	417	69	—
Current assets included in the calculation of net financial debt	—	—	—	—
Other	737	72	183	—
Total current assets	3,713	1,368	1,982	1
Total assets	42,679	11,740	12,007	1

(1)	Including intangible and tangible assets in France for 791 million euros in 2023 and 748 million euros in 2022.

(2)	Including intangible and tangible assets in France for 548 million euros in 2023, 526 million euros in 2022 and 564 million euros in 2021.

(3)	Including intangible and tangible assets in France for 1,639 million euros in 2023, 1,746 million euros in 2022 and 1,687 million euros in 2021. Intangible assets also include the Orange brand for 3,133 million euros.

(4)	Including 1,430 million euros of current assets related to the restriction of electronic money in 2023, 1,242 million euros in 2022 and 1,028 million euros in 2021.


Consolidated Financial Statements 2023	F-27

Table of Contents


(in millions of euros)	Europe	Africa &		Orange		Totem⁽¹⁾	International		Eliminations	Total	Mobile		Eliminations	Orange
	Total	Middle East		Business			Carriers		telecom	telecom	Financial		telecom	Consolidated
							& Shared		activities	activities	Services		activities /	Financial
							Services		and				mobile	Statements
									unallocated				financial
									items				services

December 31, 2023
Goodwill	5,291	1,403		2,263		1,624	18		—	23,775	—		—	23,775
Other intangible assets	4,691	1,957		585	⁽²⁾	9	3,739	⁽³⁾	—	15,074	24		—	15,098
Property, plant and equipment	9,149	4,522		391	⁽²⁾	980	1,065	⁽³⁾	—	33,184	10		—	33,193
Right-of-use assets	2,238	754		392		665	1,859		—	8,155	20		—	8,175
Interests in associates and joint ventures	339	106		3		—	8		—	1,491	—		—	1,491
Non-current assets included in the calculation of net financial debt	—	—		—		—	—		916	916	—		—	916
Other	51	21		36		4	20		1,670	1,812	378	⁽⁵⁾	(27)	2,162
Total non-current assets	21,759	8,763		3,670		3,282	6,709		2,586	84,406	432		(27)	84,811
Inventories	287	169		82		—	107		—	1,152	—		—	1,152
Trade receivables	1,910	996		1,322		336	1,121		(1,445)	6,046	38		(71)	6,013
Other customer contract assets	674	10		721		—	—		—	1,795	—		—	1,795
Prepaid expenses	461	189		88		14	52		(31)	835	34		—	868
Current assets included in the calculation of net financial debt	—	—		—		—	—		8,210	8,210	—		—	8,210
Other	184	2,002	⁽⁴⁾	255		27	436		244	3,903	3,316	⁽⁶⁾	(16)	7,203
Total current assets	3,517	3,366		2,468		377	1,715		6,977	21,942	3,387		(87)	25,241
Total assets	25,276	12,128		6,138		3,659	8,424		9,563	106,347	3,819		(115)	110,052

December 31, 2022
Goodwill	4,586	1,420		2,289		1,624	18		—	23,113	—		—	23,113
Other intangible assets	4,280	1,956		577	⁽²⁾	6	3,741	⁽³⁾	—	14,892	54		—	14,946
Property, plant and equipment	7,879	4,315		417	⁽²⁾	943	1,169	⁽³⁾	—	31,630	10		—	31,640
Right-of-use assets	2,058	819		438		649	2,002		—	7,912	23		—	7,936
Interests in associates and joint ventures	313	89		3		—	12		—	1,486	—		—	1,486
Non-current assets included in the calculation of net financial debt	—	—		—		—	—		1,390	1,390	—		—	1,390
Other	55	27		36		4	21		1,430	1,583	781	⁽⁵⁾	(27)	2,337
Total non-current assets	19,171	8,626		3,761		3,226	6,964		2,820	82,005	869		(27)	82,847
Inventories	260	127		91		—	141		—	1,048	—		—	1,048
Trade receivables	1,776	954		1,339		272	1,042		(1,200)	6,237	130		(62)	6,305
Other customer contract assets	600	11		588		—	—		—	1,570	—		—	1,570
Prepaid expenses	434	178		125		19	61		(28)	830	22		—	851
Current assets included in the calculation of net financial debt	—	—		—		—	—		10,451	10,451	—		—	10,451
Other	292	1,720	⁽⁴⁾	278		13	424		150	3,666	2,931	⁽⁶⁾	(18)	6,579
Total current assets	3,361	2,991		2,421		304	1,668		9,373	23,801	3,083		(81)	26,803
Total assets	22,532	11,616		6,182		3,530	8,631		12,192	105,807	3,951		(108)	109,650

December 31, 2021
Goodwill	6,079	1,465		2,237		n/a	18		—	24,163	28		—	24,192
Other intangible assets	3,985	1,974		6,2(22)	⁽²⁾	n/a	3,728	⁽³⁾	—	14,852	88		—	14,940
Property, plant and equipment	7,801	4,113		4,6(62)	⁽²⁾	n/a	1,125	⁽³⁾	—	30,479	5		—	30,484
Right-of-use assets	2,197	918		478		n/a	2,074		—	7,681	21		—	7,702
Interests in associates and joint ventures	303	67		2		n/a	6		—	1,440	—		—	1,440
Non-current assets included in the calculation of net financial debt	—	—		—		n/a	—		709	709	—		—	709
Other	31	32		43		n/a	39		1,725	1,878	919	⁽⁵⁾	(27)	2,769
Total non-current assets	20,396	8,569		3,848		n/a	6,990		2,433	81,202	1,062		(27)	82,236
Inventories	237	93		70		n/a	114		—	951	—		—	952
Trade receivables	1,791	833		1,162		n/a	904		(774)	6,040	91		(103)	6,029
Other customer contract assets	583	13		485		n/a	—		—	1,460	—		—	1,460
Prepaid expenses	486	200		95		n/a	53		(30)	839	14		(1)	851
Current assets included in the calculation of net financial debt	—	—		—		n/a	—		10,462	10,462	—		—	10,462
Other	255	1,484	⁽⁴⁾	214		n/a	389		163	3,241	2,848	⁽⁶⁾	(9)	6,080
Total current assets	3,351	2,623		2,026		n/a	1,460		9,821	22,994	2,953		(113)	25,834
Total assets	23,747	11,192		5,873		n/a	8,450		12,255	104,196	4,015		(140)	108,071

(5)	Including 367 million euros of non-current financial assets related to Mobile Financial Services in 2023, 772 million euros in 2022 and 900 million euros in 2021 (see Note 17.1).

(6)	Including 3,192 million euros of current financial assets related to Mobile Financial Services in 2023 (of which 604 million euros related to receivables sold by Orange Espagne), 2,747 million euros in 2022 and 2,385 million euros in 2021 (see Note 17.1).


Consolidated Financial Statements 2023	F-28

Table of Contents

1.8 Segment equity and liabilities


(in millions of euros)	France	Europe
		Spain	Other	Elimina-
			European	tions
			countries	Europe
December 31, 2023
Equity	—	—	—	—
Non-current lease liabilities	2,026	1,117	847	—
Fixed assets payables	589	398	487	—
Non-current employee benefits	1,466	5	23	—
Non-current liabilities included in the calculation of net financial debt	—	—	—	—
Other	272	9	346	—
Total non-current liabilities	4,352	1,529	1,704	—
Current lease liabilities	257	199	228	—
Current fixed assets payables	1,168	464	468	—
Trade payables	2,962	883	1,068	2
Customer contracts liabilities	743	219	569	—
Current employee benefits	1,339	58	153	—
Deferred income	—	50	23	—
Current liabilities included in the calculation of net financial debt	—	—	—	—
Other	780	136	341	—
Total current liabilities	7,248	2,008	2,850	2
Total equity and liabilities	11,600	3,538	4,554	2

December 31, 2022
Equity	—	—	—	—
Non-current lease liabilities	1,740	961	870	—
Non-current fixed assets payables	468	429	396	—
Non-current employee benefits	1,522	5	18	—
Non-current liabilities included in the calculation of net financial debt	—	—	—	—
Other	347	13	247	—
Total non-current liabilities	4,076	1,408	1,531	—
Current lease liabilities	214	178	194	—
Current fixed assets payables	1,383	451	460	—
Trade payables	2,924	868	971	(1)
Customer contracts liabilities	830	228	513	—
Current employee benefits	1,243	56	125	—
Deferred income	—	67	20	—
Current liabilities included in the calculation of net financial debt	—	—	—	—
Other	763	143	269	—
Total current liabilities	7,357	1,992	2,552	(1)
Total equity and liabilities	11,433	3,399	4,083	(1)

December 31, 2021
Equity	—	—	—	—
Non-current lease liabilities	1,668	1,015	941	—
Non-current fixed assets payables	639	462	165	—
Non-current employee benefits	1,643	5	21	—
Non-current liabilities included in the calculation of net financial debt	—	—	—	—
Other	578	57	327	—
Total non-current liabilities	4,528	1,539	1,454	—
Current lease liabilities	312	193	198	—
Current fixed assets payables	1,402	551	450	—
Trade payables	2,804	782	992	1
Customer contracts liabilities	942	182	518	—
Current employee benefits	1,210	43	111	—
Deferred income	—	84	20	—
Current liabilities included in the calculation of net financial debt	—	—	—	—
Other	795	218	266	—
Total current liabilities	7,465	2,053	2,555	1
Total equity and liabilities	11,993	3,592	4,009	1

(1)	Including in 2023, 119 million euros of non-current financial liabilities related to Mobile Financial Services, 171 million euros in 2022 and 86 million euros in 2021 (see Note 17.1)

(2)	Including 3,074 million euros of current financial liabilities related to Mobile Financial Services in 2023, 3,034 million euros in 2022 and 3,161 million euros in 2021 (see Note 17.1).

(3)	Including 1,430 million euros of current liabilities related to the restriction of electronic money in 2023, 1,242 million euros in 2022 and 1,028 million euros in 2021.


Consolidated Financial Statements 2023	F-29

Table of Contents


(in millions of euros)	Europe	Africa &		Orange	Totem	International	Eliminations	Total	Mobile		Eliminations	Orange
	Total	Middle East		Business		Carriers	telecom	telecom	Financial		telecom	Consolidated
						& Shared	activities	activities	Services		activities /	Financial
						Services	and				mobile	Statements
							unallocated				financial
							items				services

December 31, 2023
Equity	—	—		—	—	—	36,040	36,040	(941)		—	35,098
Non-current lease liabilities	1,964	675		285	490	1,641	—	7,081	18		—	7,099
Fixed assets payables	886	133		—	—	—	—	1,608	—		—	1,608
Non-current employee benefits	28	98		229	3	721	—	2,545	7		—	2,551
Non-current liabilities included in the calculation of net financial debt	—	—		—	—	—	30,741	30,741	—		—	30,741
Other	355	121		27	140	46	1,247	2,207	248	⁽¹⁾	(27)	2,428
Total non-current liabilities	3,233	1,027		540	633	2,409	31,987	44,181	273		(27)	44,427
Current lease liabilities	427	163		128	139	351	—	1,464	4		—	1,469
Current fixed assets payables	932	657		52	23	92	—	2,923	3		—	2,926
Trade payables	1,953	1,472		936	305	883	(1,445)	7,065	48		(71)	7,042
Customer contracts liabilities	788	87		929	10	191	(31)	2,716	1		—	2,717
Current employee benefits	211	103		504	5	450	—	2,612	20		—	2,632
Deferred income	73	39		10	—	9	—	132	2		—	135
Current liabilities included in the calculation of net financial debt	—	—		—	—	—	5,498	5,498	—		(7)	5,490
Other	477	2,279	⁽³⁾	495	11	575	(900)	3,716	4,409	⁽²⁾	(9)	8,116
Total current liabilities	4,860	4,800		3,053	494	2,551	3,121	26,126	4,487		(87)	30,526
Total equity and liabilities	8,093	5,827		3,593	1,126	4,960	71,148	106,347	3,819		(115)	110,052

December 31, 2022
Equity	—	—		—	—	—	35,589	35,589	(633)		—	34,956
Non-current lease liabilities	1,831	691		320	476	1,820	—	6,879	23		—	6,901
Non-current fixed assets payables	825	188		—	—	—	—	1,480	—		—	1,480
Non-current employee benefits	23	89		242	2	682	—	2,560	7		—	2,567
Non-current liabilities included in the calculation of net financial debt	—	—		—	—	—	32,265	32,265	—		—	32,265
Other	259	96		16	115	43	1,235	2,112	172	⁽¹⁾	(27)	2,257
Total non-current liabilities	2,939	1,064		579	593	2,545	33,500	45,296	202		(27)	45,471
Current lease liabilities	373	209		134	142	433	—	1,504	4		—	1,509
Current fixed assets payables	911	589		68	9	134	—	3,094	6		—	3,101
Trade payables	1,839	1,307		909	256	942	(1,200)	6,976	153		(62)	7,067
Customer contracts liabilities	740	93		750	9	184	(27)	2,580	—		—	2,579
Current employee benefits	181	88		455	6	421	—	2,394	24		—	2,418
Deferred income	86	40		8	—	10	—	145	5		—	149
Current liabilities included in the calculation of net financial debt	—	—		—	—	—	4,759	4,759	—		(6)	4,753
Other	412	2,031	⁽³⁾	311	11	572	(630)	3,470	4,190	⁽²⁾	(12)	7,647
Total current liabilities	4,542	4,358		2,636	432	2,696	2,901	24,922	4,382		(81)	29,223
Total equity and liabilities	7,481	5,422		3,215	1,026	5,240	71,989	105,807	3,951		(108)	109,650

December 31, 2021
Equity	—	—		—	n/a	—	35,806	35,806	(445)		—	35,361
Non-current lease liabilities	1,956	805		378	n/a	1,863	—	6,669	27		—	6,696
Non-current fixed assets payables	627	104		—	n/a	—	—	1,370	—		—	1,370
Non-current employee benefits	26	80		277	n/a	760	—	2,787	11		—	2,798
Non-current liabilities included in the calculation of net financial debt	—	—		—	n/a	—	32,083	32,083	—		—	32,083
Other	385	74		20	n/a	52	1,312	2,421	93	⁽¹⁾	(27)	2,487
Total non-current liabilities	2,993	1,063		676	n/a	2,675	33,395	45,330	131		(27)	45,434
Current lease liabilities	391	181		106	n/a	375	—	1,364	4		—	1,369
Current fixed assets payables	1,001	543		58	n/a	107	—	3,110	1		—	3,111
Trade payables	1,774	1,139		771	n/a	969	(774)	6,684	157		(103)	6,738
Customer contracts liabilities	700	130		599	n/a	170	(28)	2,513	—		(1)	2,512
Current employee benefits	154	82		446	n/a	395	—	2,289	27		—	2,316
Deferred income	104	31		35	n/a	9	(2)	176	3		—	180
Current liabilities included in the calculation of net financial debt	—	—		—	n/a	—	3,549	3,549	—		(4)	3,545
Other	485	1,833	⁽³⁾	278	n/a	570	(587)	3,374	4,136	⁽²⁾	(5)	7,505
Total current liabilities	4,609	3,939		2,294	n/a	2,595	2,158	23,060	4,329		(113)	27,276
Total equity and liabilities	7,602	5,002		2,970	n/a	5,270	71,360	104,196	4,015		(140)	108,071


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1.9 Simplified statement of cash flows on telecommunication and Mobile Financial Services activities


	2023
	Telecom		Mobile	Eliminations	Orange
	activities		Financial	telecom	Consoli-
			Services	activities /	dated Financial
				mobile financial	Statements
(in millions of euros)				services
Operating activities
Consolidated net income	3,198		(307)	—	2,892
Non-monetary items and reclassified items for presentation	12,755		216	1	12,971
Changes in working capital and operating banking activities	319		(327)	—	(8)
Decrease (increase) in inventories, gross	(84)		—	—	(84)
Decrease (increase) in trade receivables, gross	341		92	9	441
Increase (decrease) in trade payables	18		(109)	(9)	(100)
Changes in other customer contract assets and liabilities	(102)		—	—	(103)
Changes in other assets and liabilities	147		(310)	—	(163)
Other net cash out	(3,792)		(8)	(1)	(3,801)
Operating taxes and levies paid	(1,671)		(9)	—	(1,680)
Dividends received	44		—	—	44
Interest paid and interest rates effects on derivatives, net	(1,036)	⁽¹⁾	1	(1)	(1,035)
Income tax paid	(1,128)		(1)	—	(1,129)
Net cash provided by operating activities (a)	12,480	⁽²⁾	(426)	—	12,054
Investing activities
Purchases (sales) of property, plant and equipment and intangible assets ⁽³⁾	(7,594)		(36)	—	(7,630)
Purchases of property, plant and equipment and intangible assets	(7,797)		(33)	—	(7,829)
Increase (decrease) in fixed assets payables	(129)		(3)	—	(133)
Investing donations received in advance	16		—	—	16
Sales of property, plant and equipment and intangible assets	316		—	—	316
Cash paid for investment securities, net of cash acquired	(1,416)		—	—	(1,416)
Investments in associates and joint ventures	(38)		—	—	(38)
Purchases of equity securities measured at fair value	(46)		—	—	(46)
Proceeds from sales of investment securities, net of cash transferred	34		—	—	34
Other proceeds from sales of investment securities at fair value	3		—	—	3
Other decrease (increase) in securities and other financial assets	1,760		324	1	2,085
Net cash used in investing activities (b)	(7,297)		288	1	(7,008)
Financing activities
Cash flows from financing activities
Medium and long-term debt issuances	1,442		—	—	1,442
Medium and long-term debt redemptions and repayments	(2,595)	⁽⁴⁾	—	—	(2,595)
Increase (decrease) of bank overdrafts and short-term borrowings	164		(107)	(1)	56
Decrease (increase) of cash collateral deposits	(470)		4	—	(466)
Exchange rates effects on derivatives, net	5		—	—	5
Other cash flows
Repayments of lease liabilities	(1,652)		(4)	—	(1,657)
Subordinated notes issuances (purchases) and other related fees	177		—	—	177
Coupon on subordinated notes	(177)		—	—	(177)
Proceeds (purchases) from treasury shares	(15)		—	—	(15)
Capital increase (decrease) - non-controlling interests	2		—	—	2
Capital increase (decrease) - telecom activities / mobile financial services ⁽⁵⁾	(200)		200	—	—
Changes in ownership interests with no gain / loss of control	(9)		—	—	(9)
Dividends paid to owners of the parent company	(1,862)		—	—	(1,862)
Dividends paid to non-controlling interests	(368)		—	—	(368)
Net cash used in financing activities (c)	(5,557)		93	(1)	(5,465)
Cash change in cash and cash equivalents (a) + (b) + (c)	(374)		(45)	—	(419)
Net change in cash and cash equivalents
Cash and cash equivalents in the opening balance	5,846		158	—	6,004
Cash change in cash and cash equivalents	(374)		(45)	—	(419)
Non-cash change in cash and cash equivalents⁽⁶⁾	32		—	—	32
Cash and cash equivalents in the closing balance	5,504		113	—	5,618


Consolidated Financial Statements 2023	F-31

Table of Contents


	2022
	Telecom		Mobile	Eliminations	Orange
	activities		Financial	telecom	Consoli-
			Services	activities /	dated Financial
				mobile financial	Statements
(in millions of euros)				services
Operating activities
Consolidated net income	2,810		(194)	—	2,617
Non-monetary items and reclassified items for presentation	13,283		14	1	13,298
Changes in working capital and operating banking activities	(284)		(508)	1	(792)
Decrease (increase) in inventories, gross	(108)		—	—	(108)
Decrease (increase) in trade receivables, gross	(209)		(39)	(41)	(289)
Increase (decrease) in trade payables	260		(4)	41	297
Changes in other customer contract assets and liabilities	(26)		—	1	(26)
Changes in other assets and liabilities	(201)		(465)	—	(666)
Other net cash out	(3,889)		1	(1)	(3,889)
Operating taxes and levies paid	(1,907)		1	—	(1,906)
Dividends received	13		—	—	13
Interest paid and interest rates effects on derivatives, net	(962)	⁽¹⁾	—	(1)	(963)
Income tax paid	(1,033)		—	—	(1,033)
Net cash provided by operating activities (a)	11,921	⁽²⁾	(686)	—	11,235
Investing activities
Purchases (sales) of property, plant and equipment and intangible assets⁽³⁾	(8,251)		(31)	—	(8,282)
Purchases of property, plant and equipment and intangible assets	(8,742)		(35)	—	(8,777)
Increase (decrease) in fixed assets payables	165		5	—	170
Investing donations received in advance	1		—	—	1
Sales of property, plant and equipment and intangible assets	324		—	—	324
Cash paid for investment securities, net of cash acquired	(57)		—	—	(58)
Investments in associates and joint ventures	(10)		—	—	(10)
Purchases of equity securities measured at fair value	(34)		—	—	(34)
Proceeds from sales of investment securities, net of cash transferred	12		—	—	12
Other proceeds from sales of investment securities at fair value	5		—	—	5
Other decrease (increase) in securities and other financial assets	(2,289)		206	2	(2,081)
Net cash used in investing activities (b)	(10,625)		175	2	(10,448)
Financing activities
Cash flows from financing activities
Medium and long-term debt issuances	1,809		—	—	1,809
Medium and long-term debt redemptions and repayments	(1,088)	⁽⁴⁾	—	—	(1,088)
Increase (decrease) of bank overdrafts and short-term borrowings	(367)		(32)	(2)	(400)
Decrease (increase) of cash collateral deposits	673		99	—	771
Exchange rates effects on derivatives, net	(91)		—	—	(91)
Other cash flows
Repayments of lease liabilities	(1,514)		(4)	—	(1,519)
Subordinated notes issuances (purchases) and other related fees	(451)		—	—	(451)
Coupon on subordinated notes	(213)		—	—	(213)
Proceeds (purchases) from treasury shares	14		—	—	14
Capital increase (decrease) – non-controlling interests	—		—	—	—
Capital increase (decrease) - telecom activities / mobile financial services ⁽⁵⁾	(173)		173	—	—
Changes in ownership interests with no gain / loss of control	(11)		—	—	(11)
Dividends paid to owners of the parent company	(1,861)		—	—	(1,861)
Dividends paid to non-controlling interests	(304)		—	—	(304)
Net cash used in financing activities (c)	(3,577)		236	(2)	(3,343)
Cash change in cash and cash equivalents (a) + (b) + (c)	(2,281)		(275)	—	(2,556)
Net change in cash and cash equivalents
Cash and cash equivalents in the opening balance	8,188		433	—	8,621
Cash change in cash and cash equivalents	(2,281)		(275)	—	(2,556)
Non-cash change in cash and cash equivalents ⁽⁶⁾	(61)		—	—	(61)
Cash and cash equivalents in the closing balance	5,846		158	—	6,004


Consolidated Financial Statements 2023	F-32

Table of Contents


	2021
	Telecom		Mobile	Eliminations	Orange
	activities		Financial	telecom	Consoli-
			Services	activities /	dated
				mobile financial	Financial
(in millions of euros)				services	Statements
Operating activities
Consolidated net income	958		(181)	—	778
Non-monetary items and reclassified items for presentation	14,504		86	1	14,592
Changes in working capital and operating banking activities	119		(297)	—	(178)
Decrease (increase) in inventories, gross	(126)		—	—	(126)
Decrease (increase) in trade receivables, gross	37		(21)	47	64
Increase (decrease) in trade payables	47		37	(47)	36
Changes in other customer contract assets and liabilities	140		—	—	140
Changes in other assets and liabilities	21		(313)	—	(292)
Other net cash out	(3,947)		(8)	(1)	(3,956)
Operating taxes and levies paid	(1,874)		(6)	—	(1,880)
Dividends received	12		—	—	12
Interest paid and interest rates effects on derivatives, net	(1,130)	⁽¹⁾	(3)	(1)	(1,134)
Income tax paid	(955)		1	—	(954)
Net cash provided by operating activities (a)	11,636	⁽²⁾	(399)	—	11,236
Investing activities
Purchases (sales) of property, plant and equipment and intangible assets⁽³⁾	(8,557)		(23)	—	(8,580)
Purchases of property, plant and equipment and intangible assets	(8,725)		(24)	—	(8,749)
Increase (decrease) in fixed assets payables	(73)		1	—	(72)
Investing donations received in advance	24		—	—	24
Sales of property, plant and equipment and intangible assets	217		—	—	217
Cash paid for investment securities, net of cash acquired	(210)		(1)	—	(211)
Investments in associates and joint ventures	(3)		—	—	(3)
Purchases of equity securities measured at fair value	(75)		—	—	(76)
Proceeds from sales of investment securities, net of cash transferred	891		—	—	891
Other proceeds from sales of investment securities at fair value	95		—	—	95
Other decrease (increase) in securities and other financial assets	1,632		274	2	1,908
Net cash used in investing activities (b)	(6,227)		249	2	(5,976)
Financing activities
Cash flows from financing activities
Medium and long-term debt issuances	2,523		27	(27)	2,523
Medium and long-term debt redemptions and repayments	(4,572)	⁽⁴⁾	(27)	27	(4,572)
Increase (decrease) of bank overdrafts and short-term borrowings	1,148		(3)	(2)	1,143
Decrease (increase) of cash collateral deposits	973		15	—	988
Exchange rates effects on derivatives, net	201		—	—	201
Other cash flows
Repayments of lease liabilities	(1,621)		(4)	—	(1,625)
Subordinated notes issuances (purchases) and other related fees	(311)		—	—	(311)
Coupon on subordinated notes	(238)		—	—	(238)
Proceeds (purchases) from treasury shares	(199)		—	—	(199)
Capital increase (decrease) - non-controlling interests	1		4	—	5
Capital increase (decrease) - telecom activities / mobile financial services ⁽⁵⁾	(317)		317	—	—
Changes in ownership interests with no gain / loss of control	(403)		—	—	(403)
Dividends paid to owners of the parent company	(2,127)		—	—	(2,127)
Dividends paid to non-controlling interests	(218)		—	—	(218)
Net cash used in financing activities (c)	(5,160)		328	(2)	(4,834)
Cash change in cash and cash equivalents (a) + (b) + (c)	249		177	—	427
Net change in cash and cash equivalents
Cash and cash equivalents in the opening balance	7,891		254	—	8,145
Cash change in cash and cash equivalents	249		177	—	427
Non-cash change in cash and cash equivalents ⁽⁶⁾	48		2	—	50
Cash and cash equivalents in the closing balance	8,188		433	—	8,621

(1)	Including interests paid on lease liabilities for (247) million euros in 2023, (141) million euros in 2022 and (119) million euros in 2021 and interests paid on debt related to financed assets for (14) million euros in 2023, (3) million euros in 2022 and (1) million euros in 2021.

(2)	Including significant litigation paid and received for (23) million euros in 2023, (20) million euros in 2022 and (306) million euros in 2021.

(3)	Including telecommunication licenses paid for (521) million euros in 2023, (981) million euros in 2022 and (717) million euros in 2021.

(4)	Including repayment of debt related to financed assets for (117) million euros in 2023, (97) million euros in 2022 and (80) million euros in 2021.

(5)	Including Orange Bank's share capital invested by Orange group for 200 million euros in 2023, 150 million euros in 2022 and 300 million euros in 2021.

(6)	Of which effect of exchange rates changes and other non-monetary effects.


Consolidated Financial Statements 2023	F-33

Table of Contents

The table below shows the reconciliation between net cash provided by operating activities (telecom activities), as shown in the simplified statement of cash flows, and organic cash flow from telecom activities.


(in millions of euros)	2023	2022	2021
Net cash provided by operating activities (telecom activities)	12,480	11,921	11,636
Purchases (sales) of property, plant and equipment and intangible assets	(7,594)	(8,251)	(8,557)
Repayment of lease liabilities	(1,652)	(1,514)	(1,621)
Repayment of debt related to financed assets	(117)	(97)	(80)
Elimination of telecommunication licenses paid	521	981	717
Elimination of significant litigation paid (and received)	23	20	306
Organic cash flow from telecom activities	3,661	3,058	2,401

The table below shows the reconciliation between net cash provided by operating activities (telecom activities), as shown in the simplified statement of cash flows, and free cash flow all-in from telecom activities.


(in millions of euros)	2023	2022	2021
Net cash provided by operating activities (telecom activities)⁽¹⁾	12,480	11,921	11,636
Purchases (sales) of property, plant and equipment and intangible assets	(7,594)	(8,251)	(8,557)
o/w telecommunication licenses paid	(521)	(981)	(717)
Repayment of lease liabilities	(1,652)	(1,514)	(1,621)
Repayment of debt related to financed assets	(117)	(97)	(80)
Payment of coupons on subordinated notes⁽²⁾	(177)	(213)	(238)
Free cash flow all-in from telecom activities	2,940	1,845	1,140

(1)	The net cash provided by operating activities of telecom activities includes significant litigation paid for (23) million euros in 2023 ((20) million euros in 2022 and (306) million euros in 2021).

(2)	See Note 15.4.

1.10 Definition of operating segments and performance indicators

Accounting policies

Segment information

Decisions regarding the allocation of resources and the assessment of the performance of Orange (hereinafter referred to as “the Group”) are made by the Chief Executive Officer (main operational decision-maker) at business segment level, mainly consisting of the geographical establishments.

The business segments are:

– France (excluding Orange Business);

– Spain and each of the Other European countries (including the Poland, Belgium and Luxembourg business segments and each of the Central European countries). The Europe aggregate thus includes all the business segments in this region;

– the Sonatel sub-group (grouping together Sonatel in Senegal, Orange Mali, Orange Bissau, Orange in Guinea and Orange in Sierra Leone), the Côte d’Ivoire sub-group (including the Orange Côte d’Ivoire entities, Orange in Burkina Faso and Orange in Liberia) and each of the other countries in Africa & Middle East. The Africa & Middle East aggregate thus presents all the business segments in this region;

– Orange Business, which combines communication solutions and services as well as integration and information technology services for businesses in France and around the world (including the cybersecurity activity);

– Totem, which combines the activities of the European TowerCo and operates a portfolio of some 27,000 tower sites in France and Spain;

– International Carriers & Shared Services (IC&SS) activities, which includes certain resources, mainly in the areas of networks, information systems, Research and Development and other shared Group activities, as well as the Orange brand;

– Mobile Financial Services, which includes Orange Bank.

The use of shared resources, mainly provided by International Carriers & Shared Services, is taken into account in segment results based either on the terms of contractual agreements between legal entities, external benchmarks or by reallocating costs among the segments. The supply of shared resources is included in the other income of the service provider, and the use of these resources is included in the expenses of the service user. The cost of shared resources may be affected by changes in contractual relationships or organization and may therefore impact the segment results presented from one fiscal year to another.

Operating performance indicators

EBITDAaL and eCAPEX are the key operating performance indicators used by the Group to:

◾

manage and assess its operating and segment results; and

◾

implement its investment and resource allocation strategy.

The Group’s management believes that the presentation of these indicators is relevant as it provides readers with the same management indicators as those used internally.

EBITDAaL relates to operating income before depreciation and amortization of fixed assets, effects resulting from takeovers, impairment of goodwill and fixed assets, share of profits (losses) of associates and joint ventures, and after interest on lease liabilities and on debt relating to financed assets, adjusted for:

– significant litigation effects;

– specific labor expenses;


Consolidated Financial Statements 2023	F-34

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– review of fixed assets, investments and business portfolio;

– restructuring programs costs;

– acquisition and integration costs;

– where appropriate, other specific items.

This measurement indicator allows for the effects of certain specific factors to be isolated, irrespective of their recurrence and the type of income and expense, when they are linked to:

– significant litigation: significant litigation expenses relate to risk reassessments regarding various disputes. The associated procedures are based on third-party decisions (regulatory authority, court, etc.) and occur over a different period from the activities at the source of the litigation. Costs are by nature difficult to predict in terms of their source, amount and period;

– specific labor expenses: irrespective of any departure plans included in restructuring programs costs, certain employee working time adjustment programs have a negative impact on the period in which they are signed and implemented. Specific labor expenses also relate to changes in assumptions and experience effects for the various part-time for seniors plans in France;

– review of fixed assets, investments and business portfolio: the Group conducts an ongoing review of its fixed assets, investments and business portfolio. In this context, exit or disposal decisions are implemented and, by their nature, have an impact on the period in which they take place;

– restructuring programs costs: the adaptation of the Group’s activities to changes in the environment may generate costs related to the shutdown or major transformation of an activity. These costs, linked to the cessation or major transformation of an activity, mainly consist of employee departure plans, contract terminations and costs in respect of contracts that have become onerous;

– acquisition and integration costs: the Group incurs costs directly related to the acquisition of entities and their integration in the months following their acquisition. These are primarily fees, registration costs and earn-outs;

– where appropriate, other specific items that are systematically specified in relation to income and/or expenses.

EBITDAaL is a financial indicator not defined by IFRS and may not be comparable to similarly titled indicators used by other groups. It is provided as additional information only and should not be considered a substitute for operating income or cash flows provided by operating activities.

eCAPEX relates to acquisitions of property, plant and equipment and intangible assets excluding telecommunication licenses and financed assets, minus the price of disposal of fixed assets. It is used internally as an indicator to allocate resources. eCAPEX is not a financial indicator defined by IFRS and may not be comparable to similarly titled indicators used by other companies.

The Group uses organic cash flow from telecom activities as an operating performance measure for telecom activities as a whole. Organic cash flow from telecom activities relates to net cash flows provided by telecom activities minus (i) repayment of lease liabilities and debt related to financed assets, (ii) purchases and sales of property, plant and equipment and intangible assets, net of the change in fixed asset payables, (iii) excluding the effect of telecommunication licenses paid and significant litigation paid (and received). Organic cash flow is a financial indicator not defined by IFRS and may not be comparable to similarly titled indicators used by other groups.

The Group uses free cash flow all-in from telecom activities as an operating performance measure for telecom activities as a whole. Free cash flow all-in from telecom activities relate to net cash provided by telecom activities minus (i) repayment of lease liabilities and debt relating to financed assets, (ii) purchases and sales of property, plant and equipment and intangible assets, net of the change in fixed asset payables, and (iii) payments of coupons on subordinated notes. Free cash flow all-in from telecom activities is a financial indicator not defined by IFRS and may not be comparable to similarly titled indicators used by other groups.

Assets and liabilities

Inter-segment assets and liabilities are reported in each business segment.

Non-allocated assets and liabilities of telecom activities mainly include external financial debt, external cash and cash equivalents, current and deferred tax assets and liabilities and equity. Financial debt and investments between these segments are presented as unallocated items.

For Mobile Financial Services, the line “Other” includes the assets and liabilities listed above as well as loans and receivables and payables related to Mobile Financial Services transactions.

The other accounting policies are presented within each note to which they refer.

Note 2 Description of business and basis of preparation of the Consolidated Financial Statements

2.1 Description of business

Orange provides B2C and B2B customers and other telecommunication operators with a wide range of connectivity services, including fixed telephony, mobile telecommunication, data transmission and other value-added services, including Mobile Financial Services. In addition to its role as a supplier of connectivity, the Group provides enterprise services, primarily solutions in the fields of digital work, security and improving business line processes.


Consolidated Financial Statements 2023	F-35

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Telecommunication operator activities are regulated and dependent upon the granting of licenses, just as Mobile Financial Services activities have their own regulations.

2.2 Basis of preparation of the financial statements

The Consolidated Financial Statements were approved by the Board of Directors at its meeting of February 14, 2024 and will be submitted for approval by the Shareholders' Meeting on May 22, 2024.

The 2023 Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as endorsed by the European Union. Comparative figures are presented for 2022 and 2021 using the same basis of preparation.

The data are presented in millions of euros, without a decimal. Rounding to the nearest million may in some cases lead to non-significant discrepancies in the totals and subtotals shown in the tables.

For the reported periods, the accounting standards and interpretations endorsed by the European Union are similar to the compulsory standards and interpretations published by the International Accounting Standards Board (IASB) with the exception of the texts currently being endorsed, that have no effect on the Group’s financial statements. Consequently, the Group’s financial statements are prepared in accordance with the IFRS standards and interpretations, as published by the IASB.

The principles applied to prepare the 2023 financial data are based on:

– all the standards and interpretations endorsed by the European Union that were compulsory at December 31, 2023;

– the options taken relating to the date and methods of first-time adoption (see 2.3 below);

– the recognition and measurement options allowed under IFRS:


Standard		Alternative used
IAS 1	Accretion expense on operating liabilities (employee benefits, environmental liabilities and licenses)	Classification as financial expenses
IAS 2	Inventories	Measurement of inventories according to the weighted average unit cost method
IAS 7	Interest paid and dividends received	Classification as net cash provided by operating activities
IAS 16	Property, plant and equipment	Measurement at amortized historical cost
IAS 38	Intangible assets	Measurement at amortized historical cost
IFRS 3	Non-controlling interests	At the acquisition date, measurement either at fair value or according to the portion of the identifiable net assets of the acquired entity

– accounting positions adopted by the Group in accordance with paragraphs 10 to 12 of IAS 8:


Topic		Note
Presentation of Consolidated Financial Statements		Financial statements and segment information
Operating taxes and levies payables		10.1
Income taxes		10.2
Non-controlling interests:
change in ownership interest in a subsidiary and transactions with owners		3 and 15.6

In the absence of any accounting standard or interpretation applicable to a specific transaction or event, the Group's management uses its judgment to define and apply an accounting policy that will result in relevant and reliable information, such that the financial statements:

– present a true and fair view of the Group’s financial position, financial performance and cash flows;

– reflect the economic substance of transactions;

– are neutral;

– are prepared on a prudent basis; and

– are complete in all material respects.

2.3 New standards and interpretations applied from January 1, 2023

Only the amendments of the standards applicable to the Group whose effective date is January 1, 2023 are described below.

2.3.1 Amendment to IAS 1: Disclosure of accounting policies

The amendment to the standard indicates that an entity must now disclose their material accounting policies rather than their significant accounting policies. This amendment only marginally changes the information provided by the Group in its notes to the annual Consolidated Financial Statements.

2.3.2 Amendment to IAS 8: Definition of accounting estimates

The amendment to the standard revised the definition of accounting estimates without changing the concept. The implementation of this amendment has had no impact on the Group’s Consolidated Financial Statements and should only marginally change the information provided by the Group in its notes to the annual Consolidated Financial Statements.


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2.3.3 Amendment to IAS 12: Deferred tax related to assets and liabilities acquired through a single transaction

The amendment introduces a new exception to the exemption from the initial recognition of deferred taxes. As a result of this amendment, an entity does not apply the initial recognition exemption for transactions that give rise to deductible and taxable temporary differences of identical amounts.

Under applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and a liability in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit. For example, this may occur when the lease liability and the corresponding right-of-use asset are recognized under IFRS 16 at the inception of a lease. The Group’s accounting policies were already aligned with the proposals of the amendment.

2.3.4 Amendment to IAS 12: International tax reform – Pillar Two model rules

Amendments have been made to IAS 12 in response to the OECD’s “Pillar Two” reform of international taxation, which mainly aims to establish a minimum tax rate of 15%, to be applied in France from the 2024 fiscal year.

This amendment includes:

– a temporary, mandatory exception for the recognition of deferred tax resulting from the implementation of this Pillar Two reform; and

– various disclosures to be made prior to the implementation of this reform in order to inform users of the financial statements of the Group’s exposure to the consequences of its implementation.

The Group has launched a working group to identify the consequences and organize the processes needed to comply with this tax reform. Given the current progress of the work done by the Group and the regulations of the countries in which the Group operates, the financial consequences are expected to be limited (see Note 10.4).

2.3.5 IFRS 17 and amendments to IFRS 9: Insurance Contracts

The Group is not subject to the provisions of the new IFRS 17 on the recognition and measurement of insurance contracts. The amendments to IFRS 9 propose provisions enabling the disclosure of comparative information to companies adopting IFRS 17 for the first time.

2.4 Standards and interpretations compulsory after December 31, 2023 with no early adoption

2.4.1 Amendment to IAS 21: Lack of exchangeability

IAS 21 has been amended to specify how to assess whether a currency is exchangeable or not and how to determine the exchange rate when it is not. As the Group does not operate in countries with non-exchangeable currencies, the implementation of this amendment is not expected to have any impact. The date of entry into force of this amendment is January 1, 2025.

2.4.2 Amendment to IAS 7 and IFRS 7: Reverse factoring - Supplier finance arrangements

The amendment to the two standards is added to the list of disclosures, with a specific focus on reverse factoring transactions. This amendment should only marginally change the information provided by the Group in its notes to the Consolidated Financial Statements, as such factoring transactions are already described in the Group’s notes to the Consolidated Financial Statements. The date of entry into force of this amendment is January 1, 2024.

2.4.3 Amendment to IAS 1: Classification of liabilities as current or non-current

The amendment to the standard sets out new provisions for assessing the presentation of a liability in the balance sheet at the reporting date, based on conditions that might make the liability payable within the 12 months following the reporting date. This amendment is not expected to have any impact on the Group’s Consolidated Financial Statements and is only expected to marginally change the information provided by the Group in its notes to the Consolidated Financial Statements. The date of entry into force of this amendment is January 1, 2024.

2.4.4 Amendment to IFRS 16: Lease liability in a sale and leaseback

The amendment clarifies the accounting treatment of changes in the lease liability arising from the sale of an asset followed by the leaseback of the asset at variable rents. This amendment does not change the initial accounting treatment of the lease liability, but specifies that in the event of subsequent changes in rents, the difference between the rent actually paid and the reduction in the liability is recognized in the income statement. The Group does not expect the implementation of this amendment to have a significant impact, as sale and leaseback transactions are not common within the Group. The provisions of this amendment will apply as of January 1, 2024.


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2.5 Accounting policies, use of judgment and estimates

The accounting policies are presented within each note to which they refer. In summary:


Note	Topic	Accounting policies	Judgments and estimates ⁽¹⁾
1	Segment information	X
3	Changes in the scope of consolidation, takeovers (business combinations), internal transfer of consolidated shares, assets held for sale	X	X
4.1	Revenue	X	X
4.3	Trade receivables	X	X
4.4	Customer contract net assets and liabilities, costs of obtaining a contract and costs to fulfill a contract, unfulfilled performance obligations	X	X
4.5	Submarine cable consortiums, Orange Money	X
5.1	Advertising, promotion, sponsoring, communication and brand marketing costs	X
5.2	Litigation, acquisition and integration costs	X	X
5.3	Restructuring costs	X	X
5.4	Broadcasting rights and equipment inventories	X
5.6	Trade payables (goods and services)	X	X
6.2	Employee benefits	X	X
6.3	Employee share-based compensation	X
7	Goodwill, impairment of goodwill	X	X
8.2	Depreciation and amortization	X
8.3	Impairment of fixed assets	X	X
8.4	Other intangible assets	X	X
8.5	Property,plant and equipment	X	X
8.6	Fixed assets payables	X	X
8.7	Dismantling provisions	X	X
9	Leases	X	X
9.1	Right-of-use assets	X
9.2	Lease liabilities	X	X
10.1	Operating taxes and levies	X	X
10.2	Income taxes	X	X
11	Interests in associates and joint ventures	X	X
12	Related-party transactions	X
13.3	Net financial debt	X	X
13.3	Cash and cash equivalents, bonds, bank loans and loans from multilateral lending institutions	X
13.4	Perpetual bonds redeemable for shares (TDIRA)	X	X
13.7	Financial assets (telecom activities)	X	X
13.8	Derivatives (telecom activities)	X
14.8	Fair value of financial assets and liabilities (telecom activities)	X	X
15.2	Treasury shares	X
15.4	Subordinated notes, equity component of perpetual bonds redeemable for shares (TDIRA)	X	X
15.5	Translation adjustments	X
15.6	Non-controlling interests	X
15.7	Earnings per share	X
17.1	Financial assets and liabilities of Mobile Financial Services	X
17.1.1	Financial assets related to Orange Bank activities	X	X
17.2.7	Fair value of financial assets and liabilities of Orange Bank		X
18	Litigation		X
20	Scope		X

(1)	See Notes 2.5.1 and 2.5.2


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2.5.1 Use of judgment

In addition to the alternatives or accounting positions mentioned above in 2.2, Management exercises judgment in order to define the accounting policies for certain transactions:


Topic		Nature of accounting judgment
Notes 3 and 20	Control	Exercise of judgment in certain circumstances with respect to the existence or not of control Continuous control assessment which can affect the scope of consolidation, as for instance when a shareholders’ agreement is revised or terminated, or when protective rights turn into substantive rights
Note 4	Sales	Splitting transaction price between mobile and service Identification of distinct or non-distinct performance obligations
Notes 5, 10 and 18	Purchases and other expenses, tax and litigation	Litigation (including tax disputes and audits): measurement of technical merits of the interpretations and legislative positions and qualification of the facts and circumstances Onerous supplier contracts: trigger event, nature of unavoidable costs
Note 5	Purchases and other expenses	Reverse factoring: distinguishing operating debt and financial debt
Note 8	Fixed assets	Qualifying network, sites or equipment sharing among operators as joint operations
Note 9	Leases	Determination of the non-cancellable lease term and assessment of the exercise or not of termination, extension and purchase option Separation of service and lease components of leases "TowerCos" arrangements: electing the unit of account (tower or used space) and analyzing the arrangements in order to determine whether they contain a lease
Notes 13 and 15	Financial assets, liabilities and financial results (telecom activities) Equity	Distinguishing equity and debt: assessing specific contractual clauses

2.5.2 Use of estimates

In preparing the Group's financial statements, Orange's management makes estimates, insofar as many elements included in the financial statements cannot be measured precisely. Management revises these estimates if the underlying circumstances evolve or in light of new information or more experience. Consequently, the estimates made at December 31, 2023 may subsequently be changed.


Topic		Key sources of estimates on future income and/or cash flows
Notes 4, 14 and 17	Sales	Deciding duration of legally binding rights and obligations
Notes 5, 10 and 18	Risk of resources outflow linked to litigation (including tax disputes and audits) Onerous contracts	Underlying assumptions of the assessment of legal and tax positions Identifying and releasing of uncertain legal and tax positions Underlying assumptions of the assessment
Notes 7.3, 7.4, 8.3, 8.4, 8.5 and 11	Measurement of the recoverable values for the impairment tests (goodwill, property, plant and equipment and intangible assets interests in associates and joint ventures)	Sensitivity to the discount rate, perpetual growth rate and business plan assumptions affecting expected cash flows (revenue, EBITDAaL and investments) Assessing the competitive, economic and financial environment of the countries where the Group operates
Note 10.2	Measurement of the recoverable value of deferred tax assets	Assessing the time frame for recovering deferred tax assets when a tax entity returns to profit or when tax legislation limits the use of tax loss carryforwards
Note 8	Fixed assets	Assessing the useful life of assets based on changes in the technological, regulatory or economic environment (notably the migration from the copper local loop into fiber and other greater bandwidth technologies, radio technology migration) Site dismantling and restoration provisions: dismantling time frame, discount rate, expected cost
Note 9	Leases	Determination of the incremental borrowing rate of the lease when the implied interest rate is not identifiable in the lease Determination of the term of certain leases
Note 6.2	Employee benefits	Sensitivity to discount rates
Notes 14 and 17	Fair value of financial assets and liabilities	Models, selection of parameters, fair value hierarchy, assessment of non-performance risks

Furthermore, aside from the elements linked to the level of activity, income and future cash flows are sensitive to changes in financial market risks, notably interest rate and foreign exchange risks (see Note 14).


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2.5.3 Consideration of climate change risks

Natural disasters and other accidental events related to climate change, such as fires, could lead to significant destruction of the Orange group's facilities, resulting in both service interruptions and high repair costs. The frequency and intensity of weather events related to climate change (e.g. floods, storms and heat waves) continue to increase, which could aggravate claims and increase the related damage. In the medium term, rising sea levels could affect sites and facilities located near the coast more often. While coverage of claims by insurers could decrease further, the damage caused by major disasters could result in significant costs to Orange, some of which could be at the expense of the Orange group and thus affect its financial position and outlook.

The Group is therefore integrating climate change risks more systematically into its activities. This can be seen in the assessment of these risks on the value of some of its assets through their depreciation schedule or as an event that could lead to the identification of an impairment loss indicator or on the future prospects of obtaining financing. Consideration of climate risks is also reflected in the Group's commitment to be Net Zero Carbon by 2040. This commitment has led to changes in certain investment choices related to its activity.

Numerous projects have been initiated within the Group in order to understand the impacts of climate change on its operations. The implementation of actions to limit the effects of the Group's activities on climate change is also underway. The outcome of these projects could lead the Group to review certain accounting treatments, judgments or estimates of financial risks, the impact of which is still difficult to assess reliably. Climate resilience and adaptation are fast-growing topics and will require the Group to better assess the risks to which it is exposed. The Group has begun a process of analysis in order to diagnose the exposure to climate risks of its various geographic locations based on the study of various impact scenarios related to climate change. At December 31, 2023, the Group has not identified any reliably estimated material impact on its financial statements at the stage of completion of the projects in progress.

2.5.4 Changes in the macroeconomic environment

The judgment and estimates made by the Group also take into account the volatility of certain data linked to the complexity of the current macroeconomic context, and the Group has paid particular attention to:

– possible impacts on impairment testing, whether on changes in market data (discount rates, changes in inflation) or on the flows used;

– consequences of changes in market data on the valuation of certain Group assets and liabilities;

– changes to the list of countries whose economies are suffering from hyperinflation and the materiality of the restatements required by IAS 29;

– price volatility or the risk of supply difficulties in certain countries, particularly for electricity.

Note 3 Gains and losses on disposal and main changes in scope of consolidation

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


(in millions of euros)	Note	2023	2022	2021
Gains (losses) on disposal of fixed assets	8.1	91	159	52
Gains (losses) on disposal of investments and activities	3.2	(1)	74	2,455	⁽¹⁾
Gain (losses) on disposal of fixed assets, investments and activities		90	233	2,507

(1)	Includes gains arising from the loss of exclusive control on Orange Concessions for 2,124 million euros and on the FiberCo in Poland for 340 million euros.

3.2 Main changes in the scope of consolidation

Changes in the scope of consolidation during 2023

Takeover of VOO in Belgium

On June 2, 2023, Orange Belgium finalized the acquisition from Nethys of 75% of the capital minus one share of VOO for 1,369 million euros. VOO’s contribution is consolidated in the Group’s financial statements from this date.

This transaction is intended to support Orange Belgium’s national convergent strategy and is expected to generate significant synergies, mainly related to the transfer of VOO’s MVNO business to the Orange Belgium network.

At the end of the transaction, Nethys retains a minority interest in VOO and now has protective rights to ensure the completion of the industrial and social project.

A put option granted by Orange to Nethys on its stake in VOO, exercisable until June 2026, led to the recognition of a current financial liability of 279 million euros at the acquisition date, corresponding to the fair value of equity attributable to minority interests.

The transaction also gives Nethys the option of converting its stake in VOO into Orange Belgium shares until June 2025. If necessary, Nethys has a put option granted by Orange on these shares, exercisable until June 2026.

The Board of Directors of Nethys has announced its intention to convert its stake into Orange Belgium shares. This transaction is currently being analyzed by a committee of independent directors of Orange Belgium and remains subject to the opinion of the Board of Directors and the approval of the General Assembly of Orange Belgium.


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Following this process, Nethys could obtain an 11% stake in Orange Belgium and retain, once in the capital of Orange Belgium, the governance rights associated with its stake in VOO.


(in millions of euros)		At acquisition date
Acquisition cost, net of transaction costs		1,369
Transaction costs		24
Cash acquired		(19)
Cash paid for investment securities, net of cash acquired		1,373

In accordance with IFRS 3 – Business Combinations the fair value measurement of the identifiable assets acquired and liabilities assumed was completed in the 2023 fiscal year. The purchase price allocation is as follows:


(in millions of euros)		At acquisition date
Purchase price related to the acquisition of the 75% share		1,369
Fair value of the non-controlling interests		279
Acquisition cost (a)		1,648
Net book value acquired before purchase price allocation		760
Effects of fair value measurement:
Tangible assets		152
Customer relationship		114
Trademark		16
Other intangibles		(11)
Net deferred tax		(68)
Net asset remeasured at fair value (b)		964
Goodwill (a)-(b)		684

Liability guarantees, which are customary in this type of transaction, were also granted to Orange (see Note 16.2 "Consolidation scope Commitments").

Below is VOO’s contribution to the Group’s consolidated statement of financial position at the acquisition date:


(in millions of euros)		2023
Assets
Goodwill		684
Other intangible assets		166
Property, plant and equipment		1,132
Right-of-use assets		30
Other		8
Total non-current assets		2,020
Inventories		24
Trade receivables		86
Cash and cash equivalents		19
Other		58
Total current assets		187
Total assets		2,207


(in millions of euros)		2023
Equity and liabilities
Total equity		1,648
Non-current financial liabilities		86
Non-current lease liabilities		30
Deferred tax liabilities		56
Other		43
Total non-current liabilities		214
Current financial liabilities		119
Trade payables		145
Operating taxes and levies payables		31
Current taxes payables		18
Other		32
Total current liabilities		345
Total equity and liabilities		2,207

The contribution of VOO and its subsidiaries to the Group’s consolidated income statement at December 31, 2023, since its acquisition on June 2, 2023, is shown below:


(in millions of euros)		2023
Revenue		300
Operating income		(18)
Finance costs, net		(6)
Income taxes		5
Consolidated net income		(19)


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Ongoing transactions at December 31, 2023

Decision of the European Commission expected by the end of February 2024 on the consolidation of the activities of Orange and MásMóvil in Spain

On July 23, 2022, Orange and MásMóvil have signed a binding agreement relating to the combination of their activities in Spain (excluding Totem Spain and MásMóvil Portugal). This business combination will take the form of a 50-50 joint venture, co-controlled by the Orange group and the shareholder of MásMóvil. The Orange group would then lose exclusive control over its activities in Spain, and the joint venture would be consolidated using the equity method in the Orange group’s Consolidated Financial Statements.

At the reporting date, completion of the transaction remains subject to the approval of the competent administrative, regulatory and antitrust authorities and to the relevant and/or contractual conditions precedent.

In view of the progress of the transaction and the need to obtain the green light from the relevant antitrust and administrative authorities, the Group considers that IFRS 5 criteria relating to measurement and presentation of operations held for sale are not met at December 31, 2023.

The European Commission, after conducting a preliminary investigation (Phase I), has launched a thorough investigation (Phase II) which is expected to return on February 22, 2024.

Agreement signed for the sale of Orange’s OCS and Orange Studio shares to the Canal+ Group

On January 9, 2023, Orange and the Canal+ Group announced the signature of a memorandum of understanding anticipating the sale to the Canal+ Group of all capital held by Orange in the OCS pay TV package and in Orange Studio, the film and series co-production subsidiary. The Canal+ Group will become the sole shareholder of both companies following this transaction.

At December 31, 2023, completion of the transaction remains subject to the approval of the competent administrative, regulatory and antitrust authorities and to the relevant and/or contractual conditions precedent.

On January 12, 2024, the French Competition Authority granted conditional authorization for the transaction to go ahead (see Note 19 Subsequents events).

Agreement signed for the merger of Orange Romania Communications into Orange Romania

On September 30, 2021, Orange Romania completed for an amount of 296 million euros the acquisition of a 54% majority block in the capital of Telekom Romania Communications, since renamed Orange Romania Communications, and the takeover of an MVNO contract previously concluded between Telekom Romania Communications and Telekom Romania Mobile. As of the completion of this transaction, Orange Romania Communications is jointly owned by Orange (54%) and the Romanian government (46%).

On December 6, 2023, an agreement was signed with the Romanian state defining the main principles of the merger of Orange Romania Communications into Orange Romania and the entry of the Romanian state into the capital of Orange Romania.

The signing of this agreement has no impact on the Consolidated Financial Statements at December 31, 2023. The merger is expected to be completed in the first half of 2024.

Other ongoing projects in 2023

Conclusions from the Orange Bank strategic review and exclusive negotiations entered into with BNP Paribas

On June 28, 2023, the Orange group announced that it was entering into exclusive negotiations with BNP Paribas to define a referral partnership for the Orange Bank customer portfolio in France, and to develop financing solutions for mobile devices. The two groups are also discussing the terms of a takeover of Orange Bank’s business in Spain. This partnership will provide a continuity solution for Orange Bank customers and is in line with the intention to progressively withdraw Orange Bank from the retail banking market in France and Spain.

Changes in the scope of consolidation during 2022

Merger by incorporation of Deezer by the SPAC I2PO and initial public offering of the global music streaming platform

On April 19, 2022, I2PO, a SPAC (special purpose acquisition company) publicly traded since July 2021, and Deezer (the global music and audio streaming platform) announced that they had reached a definitive agreement for a business combination.

On July 4, 2022, Deezer’s shareholders contributed their shares to the SPAC in exchange for newly issued shares of the latter. A capital increase was carried out at the same time.

The merged entity, renamed Deezer, was floated on the stock exchange on July 5, 2022, and is now listed on the professional compartment of the Euronext Paris regulated market. Before the initial public offering, the transaction valued Deezer’s shares at 1.05 billion euros.

Prior to the transaction, the Group held an equity interest of 10.42% in Deezer and exercised a significant influence over the entity due to its presence on the Board of Directors.

After the transaction, Orange holds 8.13% of the new entity and no longer exercises a significant influence. Pursuant to IAS 28 and IFRS 9, the transaction entailed the disposal of all of Deezer’s interests in associates and joint ventures and the purchase at fair value of 9,061,723 shares in the new entity. Orange also purchased 500,000 additional shares by participating in the capital increase that followed the merger.

The Deezer shares had been fully impaired in the Group’s financial statements and the fair value of the I2PO shares was calculated on the basis of the price proposed for the initial public offering of July 5, 2022, i.e. 8.50 euros per share.

This transaction thus resulted in the Orange group recognizing a gain on disposal of 77 million euros in the income statement for the second half-year.

The shares of the new entity are presented in the balance sheet as investment securities at fair value through other comprehensive income.


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Changes in the scope of consolidation during 2021

Disposal of 50% of the capital of Orange Concessions

On November 3, 2021, after receiving final approvals from the antitrust and local authorities, the Orange group sold a 50% stake in Orange Concessions to the HIN consortium (bringing together La Banque des Territoires, CNP Assurances and EDF Invest) for an amount of 1,053 million euros, resulting in the loss of Orange's exclusive control over this entity and its subsidiaries.

The transaction also includes a call option for the acquisition of an additional 1%, exercisable by Orange during the second quarter of the years 2026 to 2027. Guarantees, which are customary in this type of transaction, have also been granted (see Note 16 "Contractual obligations and off-balance sheet commitments").

As part of the transaction, 43 million euros was also received as compensation for a shareholder loan between Orange and Orange Concessions that existed prior to the disposal date. In addition, in November 2021, Orange Concessions repaid approximately 620 million euros of loans contracted, before the transaction date, with Orange SA following the issuance of bank loans by Orange Concessions.

Following this transaction, Orange Concessions is 50% owned by Orange and 50% owned by the consortium, which have joint control over this entity, which combines 24 subsidiaries that hold Public Initiative Networks (PIN) contracts with local authorities in mainland France and the French overseas territories.

This investment has been accounted for using the equity method since November 3, 2021. The fair value of the remaining stake retained by the Orange group (corresponding to 50% of the capital of Orange Concessions) amounted to 1,053 million euros at the transaction date (see Note 11 "Interests in associates and joint ventures").

This transaction was reflected in the Group's consolidated income statement as follows:


(in millions of euros)		At disposal date
Sale price of 50% of Orange Concessions' shares to the Consortium		1,053
Remeasurement at fair value of remaining interests held by Orange		1,053
Fair Value of Orange Concessions at the disposal date (a)		2,107
Net book value and transaction costs related to sale of Orange Concessions (b)		17
Gain resulting from the loss of exclusive control on Orange Concessions (a)+(b)		2,124
Tax cost related to sale of the shares		(47)
Net gain resulting from the loss of exclusive control on Orange Concessions		2,077


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The effects of the disposal of Orange Concessions shares presented in the cash flow statement are as follows:


(in millions of euros)		At disposal date
Sale price of sold shares, net of transaction costs		1,046
Tax costs related to sale of Orange Concessions' shares		(47)
Transferred cash of Orange Concessions		(242)
Sales of investment securities, net of cash transferred		758

The following assets and liabilities of Orange Concessions and its subsidiaries were derecognized on the date of disposal:


(in millions of euros)		At disposal date

Assets		1,374
Intangible and tangible assets		925
Financial assets		76
Trade receivables		71
Other assets		60
Cash and cash equivalents		242
Liabilities		1,374
Net equity		(62)
Trade payables		632
Financial liabilities		710
Other liabilities		94

Income statement
Revenues		471
Operating Income		(23)
Finance cost, net		(21)
Income taxes		(11)
Net income		(55)

Disposal of 50% of a subsidiary of Orange Polska in the context of the creation of a FiberCo in Poland

On August 31, 2021, Orange Polska and the APG Group finalized a share sale agreement under which the Group sold a 50% stake in Światłowód Inwestycje Sp. z o.o., Orange Polska's wholly owned "FiberCo" entity, whose scope of activity includes building fiber infrastructure and offering wholesale access services to other operators.

The net tax gain associated with the loss of control in the FiberCo, recognized in the consolidated income statement, amounted to 310 million euros and breaks down as follows:


(in millions of euros)		At disposal date
Sale price of 50% of FiberCo's shares sold to APG Group		292
Reameasurement at fair value of remaining interests hold by Orange Polska		292
Fair value of the FiberCo shares at the disposal date (a)		584
Net book value and transaction costs related to sale of the FiberCo (b)		(244)
Gain resulting from the loss of control on the FiberCo (a)+(b)		340
Tax cost related to sale of the shares		(30)
Net gain resulting from the loss of exclusive control on FiberCo		310

The sale price of the shares sold amounts to 292 million euros, of which 202 million euros was received in cash and 90 million euros to be received during the fiscal years 2022 through 2026, subject to compliance with the FiberCo entity's network deployment schedule.

Below are the effects of the disposal of FiberCo's shares in the cash flow statement (cash-flows related to investment activities):


(in millions of euros)		At disposal date
Sale price of sold shares, net of transaction costs		288
Tax costs related to the transaction (VAT and income tax)		(61)
Transferred cash of the sold entity		(5)
Receivables on sale of shares		(90)
Sales of investment securities, net of cash transferred		132


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The following assets and liabilities of FiberCo were derecognized on the date of disposal:


(in millions of euros)		At disposal date

Assets		297
Tangible assets		87
Operating taxes assets and tax receivable		46
Prepaid expenses		154
Other assets		5
Cash and cash equivalents		5
Liabilities		297
Equity		240
Non current financial liabilities		36
Other liabilities		21

Guarantees, customary in this kind of transaction, were granted. The transaction also includes:

●

an obligation on each party to refinance the entity for around 66 million euros between 2023 and 2026,

●

a call option for an additional stake of approximately 1% in Światłowód Inwestycje exercisable by Orange Polska over the fiscal years 2027 through 2029.

As of August 31, 2021, Światłowód Inwestycje became a jointly controlled entity with the APG Group accounted for using the equity method (see Note 11 "Interests in associates and joint ventures").

Completion of the purchase price allocation for Telekom Romania Communications

On September 30, 2021, Orange Romania completed the acquisition of a 54% majority block in Telekom Romania Communications and the takeover of an MVNO contract previously concluded between Telekom Romania Communications and Telekom Romania Mobile, for an amount of 296 million euros. This transaction aims to accelerate Orange Romania's ambitions to become a major convergent operator for customers in the Romanian market.

In accordance with standard practice in this type of transaction, the amount paid by Orange Romania was subject to price adjustments in the months following the transaction.


(in millions of euros)		At acquisition date
Acquisition cost		296
Acquisition cost adjustment		(11)
Cash acquired		(90)
Cash paid for investment securities, net of cash acquired		195

In accordance with IFRS 3 – Business Combinations the fair value measurement of the identifiable assets acquired and liabilities assumed was finalized in the 2022 fiscal year. The final purchase price allocation is as follows:


(in millions of euros)		At acquisition date
Purchase price related to the acquisition of the 54% share⁽¹⁾		285
Fair value of the non-controlling interests		245
Acquisition price (a)		530
Net book value acquired		261
Effects of fair value measurement:
Tangible assets⁽²⁾		261
Customer relationship		29
Other intangibles		2
Other		(3)
Net deferred tax		(20)
Net asset remeasured at fair value (b)		530
Badwill / Goodwill (a)-(b)		—

(1) The amount paid by Orange Romania as of September 30, 2021 had been subject to price adjustments in the months following the transaction.

(2) The fair value measurement of property, plant and equipment mainly relates to land and buildings.

Liability guarantees, which are customary in this type of transaction, were also granted to Orange (see Note 16.2 “Consolidation scope Commitments”).

Conditional voluntary public tender offer on shares of Orange Belgium

On April 8, 2021, Orange SA launched a conditional voluntary public tender offer for 46.97% of the capital of Orange Belgium, corresponding to the balance of remaining shares not held directly and indirectly, at a price of 22 euros per share. The offer was opened from April 8 to April 23, 2021 and then voluntarily reopened from April 28, 2021 to May 4, 2021, under the same conditions. Following this offer, Orange SA directly and indirectly held 76.97% of the share capital of Orange Belgium.

The total acquisition cost of these shares amounted to 316 million euros. This share offer did not change the Orange group's pre-existing control over Orange Belgium, its subsidiaries and non-consolidated shares. Thus, in the Consolidated Financial Statements, this transaction resulted in an effect of (316) million euros on equity (including (172) million euros relating to the portion attributable to owners of the parent company and (144) million euros relating to the portion attributable to minority shareholders).

The cash paid out to acquire these minority interests in Orange has been presented in the financing flows in the statement of cash flows.


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Accounting policies

Changes in the scope of consolidation

Entities are fully consolidated if the Group has the following:

– power over the investee; and

– exposure, or rights, to variable returns from its involvement with the investee; and

– the ability to use its power over the investee to affect the amount of its returns.

IFRS 10 requires the exercise of judgment and continuous assessment of the control situation.

Clarifications of when the ownership interest does not imply a de facto presumption are provided in Note 20, which lists the main consolidated entities.

Joint ventures and companies over which the Group exercises significant influence (generally corresponding to an ownership interest of 20% to 50%) are accounted for using the equity method.

When assessing the level of control or significant influence exercised over a subsidiary or associate, the existence and effect of any exercisable or convertible potential voting rights at the closing date are taken into account.

Takeovers (business combinations)

Business combinations are accounted for using the acquisition method:

– the acquisition cost is measured at the fair value of the consideration transferred, including all contingent consideration, at the acquisition date. Subsequent changes in the fair value of a contingent consideration are accounted for either through profit or loss or in equity, in accordance with the applicable standards, facts and circumstances;

– goodwill is the difference between the consideration transferred, plus the non-controlling interests and the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, and is recognized as an asset in the statement of financial position. Considering the Group’s activity, the fair value measurements of the identifiable assets mainly relate to licenses, customer bases and brands (which cannot be capitalized when developed in-house), generating associated deferred tax. The fair value of these assets, which cannot be observed, is established using commonly adopted methods, such as those based on revenues or costs (e.g.: the “Greenfield” method for the valuation of licenses, the “relief from royalty” method for the valuation of brands and the “excess earnings” method for customer bases).

− when the consideration transferred, plus the non-controlling interests, is less than the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, a badwill is recognized as income for the period in the income statement on the line "Effects resulting from business combination".

For each takeover involving an equity investment below 100%, the fraction of the interest not acquired (non-controlling interests) is measured:

– either at its fair value, in which case goodwill is recognized for the portion relating to non-controlling interests;

– or proportionate to its share of the acquiree's identifiable net assets: in which case, goodwill is only recognized for the portion acquired.

Costs directly attributable to the acquisition are recognized directly in operating expenses in the period in which they are incurred.

When a takeover is achieved in stages, the previously held equity interest is re-measured at fair value at the acquisition date through operating income. The related other comprehensive income, if any, is fully reclassified to profit or loss. When the previous portion was measured at fair value through other comprehensive income, the remeasurement was recognized in other comprehensive income.

Loss of exclusive control resulting from the partial disposal of consolidated shares

A loss of exclusive control by the Group over one of its subsidiaries results in the recognition in profit or loss of a capital gain or loss on the disposal, and in the remeasurement at fair value of the residual interest retained in accordance with the requirements of IFRS 10 applicable in the event of a loss of control.

Loss of significant influence or joint control leading to the discontinuation of the equity method while retaining a residual interest

A loss of significant influence or joint control by the Group over one of its associates or joint ventures while retaining a residual interest results in the recognition in profit or loss of a capital gain or loss on the disposal of the shares sold, and, in accordance with the provisions of IAS 28, the remeasurement at fair value of the residual interest retained. The fair value of the retained interest constitutes the entry value of the financial asset within the scope of IFRS 9.

Internal transfer of consolidated shares

The IFRS do not address the accounting treatment of a transfer of consolidated shares within the Group resulting in changes in ownership interest. The Group applies the following accounting policy:

– the transferred shares are carried at historical cost and the gain or loss on disposal is fully eliminated in the acquirer’s accounts;

– the non-controlling interests are adjusted to reflect the change in their share in equity against Group retained earnings, with no impact on profit and loss and equity.

Assets held for sale

The Group qualifies an asset or group of assets as “held for sale” when:

– the management is committed to a plan to sell;

– the asset is available for immediate sale in its current state (subject to any conditions precedent that are usual in such disposals); and

– the disposal is highly likely to take place within 12 months.


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Thus, when the Group is committed to a plan to sell involving the loss of control or significant influence over one of its assets, it classifies all assets and liabilities of the entity concerned on a separate line in the statement of financial position: "Assets/Liabilities held for sale," at a value equal to the lower of the net carrying value and the fair value net of disposal costs.

In addition, when the asset or group of assets held for sale is a major component of a business segment, its contribution to the income statement is presented separately below “net income from continuing operations” and its cash flow contribution is presented in the statement of cash flows.

Note 4 Sales

4.1 Revenue

Revenue is presented by category and segment in Note 1. The breakdown of revenue by type is as follows:

– Convergent services: these include revenue from convergent services in the B2C market (combined Internet + Mobile offers);

– Mobile-only services: mobile-only services revenue includes call revenues (voice, SMS and data), mainly outgoing, excluding convergent services (see below);

– Fixed-only services: revenue from fixed-only services includes revenue from retail sales of fixed broadband and narrowband services, excluding convergent services (see below) and B2B fixed solutions and networks services, including voice and data services;

– IT & Integration Services: these services include unified communication and collaboration services (LAN and telephony, consultancy, integration, project management), hosting and infrastructure services (including cloud computing), application services (customer relations management and other application services), security services, video conferencing offers and equipment sales related to the above products and services;

– Services to carriers (wholesale): wholesale revenue includes roaming revenue from customers of other networks (national and international roaming), from Mobile Virtual Network Operators (MVNO), from network sharing and from equipment sales to operators;

– Equipment sales: equipment sales include all sales of equipment (handsets, broadband equipment, connected devices and accessories) with the exception of equipment sales related to IT & Integration Services (presented on the “IT & Integration Services” line), sales of network equipment related to the operation of voice and data services in the Orange Business segment (presented on the “Fixed-only services” line), equipment sales to external distributors or brokers (presented on the “Other revenues” line) and equipment sales to operators;

– Other revenues: these revenues include, in particular, equipment sales to external distributors and brokers, revenue from portals, online advertising and the Group’s cross-functional activities and miscellaneous other revenues.

Accounting policies

Most revenue falls within the application scope of IFRS 15 “Revenue from Contracts with Customers.” Orange’s products and services are offered to customers under services-only contracts and contracts combining the equipment used to access services and/or other service offers. Revenue is recognized net of VAT and other taxes collected on behalf of governments.

– Standalone service offers (mobile-only services, fixed-only services, convergent services)

Orange offers its B2C and B2B customers a range of fixed and mobile telephony services, fixed and mobile Internet access offers and content offers (TV, video, media, value-added audio service, etc.). Some contracts are for a fixed term (generally 12 or 24 months), while others may be terminated at short notice (i.e. monthly arrangements or portions of services).

Service revenue is recognized when the service is provided, based on use (e.g. minutes of traffic or bytes of data processed) or the period (e.g. monthly service costs).

For some content services, Orange may act solely as an agent enabling the supply by a third-party of goods or services to the customer and not as a principal in the supply of the content. In such cases, revenue is recognized net of amounts transferred to the third party.

Contracts with customers generally do not include a material right, as the price invoiced for subscriptions and the services purchased and consumed by the customer beyond the specific scope (e.g. additional consumption, options, etc.) generally reflect their standalone selling prices. There is no significant impact from contract modification for this type of service contract. Service obligations transferred to the customer at the same pace are treated as a single obligation.

When contracts include contractual clauses relating to commercial discounts (initial discount on signing the contract or conditional on reaching a consumption threshold) or items provided free of charge (for example: a free three-month subscription), the Group spreads these discounts or free items over the term of the contract (the period during which the Group and the customer have firm commitments). Where applicable, the consideration payable to the customer is recognized as a deduction from revenue in accordance with the specific terms and conditions of each contract.

If the performance obligations are not classified as distinct, the offer revenue is recognized on a straight-line basis over the contract term. One of the main applications of this method is the initial service connection in the context of a subscription and communication offer. It is not generally separable from the subscription and communication offer and its invoicing is therefore recognized in income over the average term of the expected contractual relationship.


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– Separate equipment sales

Orange offers its B2C and B2B customers several ways to buy their equipment (primarily mobile devices): equipment sales may be separate from or bundled with a service offer. When separate from a service offer, the amount invoiced is recognized in revenue on delivery and receivable immediately or in installments over a period of up to 24 months. Where payment is received in installments, the offer comprises a financial component and gives rise to the calculation of interest deducted from the amount invoiced and recognized over the payment period in finance costs, net.

Where Orange purchases and sells equipment to indirect channels, the Group generally considers that Orange maintains control until resale to the end-customer (the distributor acts as an agent), even where ownership is transferred to the distributor. Sale proceeds are therefore recognized when the end-customer takes possession of the equipment (on activation).

– Bundled equipment and service offers

Orange proposes numerous offers to its B2C and B2B customers comprising equipment (e.g. a mobile device) and services (e.g. a talk & text plan).

Equipment revenue is recognized separately from service revenue if the two components are distinct (i.e. if the customer can receive one or other of the services separately). Where one of the components in the offer is not at its separate selling price, revenue is allocated to each component in proportion to their individual selling prices. This is notably the case in offers combining the sale of a mobile phone at a reduced price, where the individual selling price of the mobile phone is considered equal to its purchase cost and logistics expenses plus a commercial margin based on market practice. The amount allocated to equipment sales is recognized under revenue on delivery in exchange for a contract asset, spread over the term of the service contract.

The provision of a Livebox^® (proprietary Internet box) is neither a separate component of the Internet access service offer nor a lease, as Orange maintains control of the box.

– Services including both a build and run phase

For B2B customers, some contracts have two phases: build and then management (operation and maintenance) of assets built and delivered to customers. Revenue recognition requires an analysis of the facts and circumstances of each contract in order to determine whether distinct performance obligations exist. Under these contracts, if the build phase is classified as separate, the Group recognizes the revenue of this phase according to the percentage of completion. However, if the Group does not have a certain right to payment and/or if there is no continuous transfer of control of the asset being built, then revenues for this phase are recognized upon completion. These contracts are generally multi-year, with scalable offers. On each contract modification, we assess the scope of the modification and its impact on the contract price in order to determine whether the modification should be treated as a separate contract, as though the existing contract were terminated and a new contract signed, or whether the modification should be considered as a change to the existing contract.

– Service offers to carriers (wholesale)

Three types of commercial agreements are entered into with wholesale customers for domestic wholesale activities or international carrier offers:

– “pay-as-you-go” model: contract generally applied to “legacy” regulated activities (bitstream call termination, local loop access, roaming and certain data solution contracts), where contract services are not covered by a firm volume commitment. Revenue is recognized as the services are provided (which relates to transfer of control) over the contractual term;

– “send-or-pay” model: contract where the price, volume and term are defined. The customer has a commitment to pay the amount indicated in the contract irrespective of actual traffic consumed over the commitment period. This contract category notably includes certain MVNO (mobile virtual network operator), IDD (international direct dialing) or hubbing (call free floating) contracts. The relevant revenue is recognized progressively based on actual traffic during the period, to reflect transfer of control to the customer;

– mix model: hybrid contract combining the “pay-as-you-go” and “send-or-pay” models, comprising a fixed entry fee paid by the customer providing access to preferential pricing conditions for a given volume (“send-or-pay” component). In addition to this entry fee, an amount is invoiced based on traffic consumption (“pay-as-you-go” component). The amount invoiced for the entry fee included in this type of commercial agreement is recognized progressively in revenue based on actual traffic over the period.

Current agreements between major transit carriers are not invoiced or cross-invoiced (“free peering”) and are therefore not recognized in revenue.

– Quality of service commitment clause

The contracts entered into by the Group and its customers include service level commitments regarding the processing of orders, delivery and after-sales support (delivery time, performance, recovery time). If the Group fails to comply with one of these commitments, it then compensates the customer, usually in the form of a price reduction. The projected amount of these penalties is recognized as a deduction from revenue whenever it is expected that the commitment will not be fulfilled.

– Public-private service concession arrangements

The Group rolls out and/or operates certain networks under service concessions, such as the Public Initiative Networks implemented in France to roll out fiber optic networks in less populated areas. Some contracts are analyzed in accordance with IFRIC 12 “Service Concession Arrangements.” When the Group builds a network, construction revenue is recognized in consideration of a right to receive compensation from either a public entity or users of the public service. This right is accounted for as:

– an intangible asset for the right to receive payments from public service users amounting to the fair value of the corresponding infrastructure and is amortized over the term of the contract; and/or


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– a financial receivable for the unconditional right to receive royalties from the public entity, for the fair value of the consideration expected from the public entity. This receivable is recognized at amortized cost.

– Lease agreements

Orange’s lease revenue is related either to its regulatory obligations to lease technical sites to its competitors, to the supply of equipment in certain contracts with B2B customers, or to the granting of rights of use meeting the criteria for leasing network equipment, i.e. occasional leases of surplus space in certain buildings to third parties.

Lease revenue is recognized on a straight-line basis over the contract term, except for certain equipment leases to B2B customers, which are classified as finance leases; in such cases the equipment is considered sold on credit.

4.2 Other operating income


(in millions of euros)	2023	2022	2021
Net banking income (NBI)	156	124	119
Income from customer collection	87	91	89
Site rentals and franchises income	38	34	87
Tax credits and subsidies	47	48	44
Income from universal service	6	3	4
Other income	560	447	441
Total	894	747	783

Net banking income (NBI) represents the net balance between income from banking operations (fees charged to customers, interest from loans, banking activities retail commissions and other income from banking operations) and expenses from banking operations (interest paid on loans, commissions paid and other bank operating expenses). It is prepared in accordance with accounting practices that are commonly used in France in the banking sector.

Income from customer collection mainly includes interest charged to customers for late payments and recovery of trade receivables previously recognized as losses.

Other income predominantly comprises re-invoicing of network sharing costs, income received from litigation and income relating to line damage.

4.3 Trade receivables


(in millions of euros)	2023	2022	2021
Gross book value of trade receivables	7,070	7,301	7,041
Allowances on trade receivables	(1,058)	(996)	(1,012)
Net book value of trade receivables	6,013	6,305	6,029


(in millions of euros)	2023	2022	2021
Net book value of trade receivables - in the opening balance	6,305	6,029	5,620
Business related variations	(379)	299	(53)
Changes in the scope of consolidation⁽¹⁾	96	(3)	389
Translation adjustment	(2)	(76)	36
Reclassifications and other items	(7)	56	36
Net book value of trade receivables - in the closing balance	6,013	6,305	6,029

(1)	In 2023, changes in the scope of consolidation mainly include the acquisition of VOO for 86 million euros.

In 2021, changes in the scope of consolidation included the externalization of Orange SA's trade receivables from concession contracts resulting from the loss of exclusive control on Orange Concessions for 288 million euros and the acquisition of Telekom Romania Communications for 100 million euros.

Sales of receivables program

Orange has set up non-recourse programs for the sales of its receivables due in installments in several countries. These are no longer recorded on the balance sheet. The amount received for the receivables disposed of was around 806 million euros in 2023, 640 million euros in 2022, 740 million euros in 2021 and mainly relates to Spain, Poland, Romania and France.

Since 2020, Orange Espagne has implemented a non-recourse program with Orange Bank for the disposal of receivables due in installments, replacing an existing program with a third-party bank. This program led to these receivables being derecognized from the balance sheet of Orange Espagne (within telecom activities) and presented as customer loans and receivables within Mobile Financial Services activities (see Note 17.1.1).


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(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Net trade receivables, depreciated according to their age	1,440	1,191	1,204
Net trade receivables, depreciated according to other criteria	383	324	422
Net trade receivables past due	1,823	1,515	1,627
Net trade receivables not past due⁽¹⁾	4,190	4,790	4,402
Net trade receivables	6,013	6,305	6,029
o/w short-term trade receivables	5,681	6,022	5,793
o/w long-term trade receivables⁽²⁾	332	283	236

(1)	Not past due receivables are presented net of the balance of expected losses on trade receivables, which amount to (43) million euros at December 31, 2023, (46) million euros at December 31, 2022 and (54) million euros at December 31, 2021.

(2)	Includes receivables from sales of handsets with installments that are payable in more than 12 months and receivables from equipment financial lease offers for business.

Shown below is the ageing table of the net trade receivables which are past due and impaired according to their maturity:

(in millions of euros)

The Group has assessed the risk of non-recovery of trade receivables at December 31, 2023 and has recognized impairment and losses on trade receivables in the income statement for an amount of (218) million euros over the period.

For Mobile Financial Services, the bank credit risk is described in Note 17.2.1.

The table below provides an analysis of the change in allowances on trade receivables in the statement of financial position:


(in millions of euros)	2023	2022	2021
Allowances on trade receivables - in the opening balance	(996)	(1,012)	(983)
Net addition with impact on income statement	(218)	(208)	(212)
Losses on trade receivables	280	218	283
Changes in the scope of consolidation⁽¹⁾	(126)	(6)	(91)
Translation adjustment	4	16	(7)
Reclassifications and other items	(2)	(4)	(1)
Allowances on trade receivables - in the closing balance	(1,058)	(996)	(1,012)

(1)	Changes in the scope of consolidation mainly include the acquisition of VOO for (124) million euros in 2023 and the acquisition of Telekom Romania Communications for (89) million euros in 2021.


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Accounting policies

Trade receivables are mainly short-term with no stated interest rate and are measured in the statement of financial position at the par value of the receivable, in accordance with IFRS 15. Those trade receivables which include deferred payment terms over 12 or 24 months for customers buying a mobile phone are discounted and classified as current items in the statement of financial position. Receivables from B2B equipment finance leases are recognized as current operating receivables because they are acquired in the normal course of business.

In order to meet the requirements of IFRS 9, the impairment of trade receivables is based on three methods:

– a collective statistical method: this is based on historical losses and leads to a separate impairment rate for each aging balance category. This analysis is performed over a homogeneous group of receivables with similar credit characteristics because they belong to a customer category (B2C, professionals);

– a stand-alone method: the assessment of impairment probability and its amount are based on a set of relevant qualitative factors (aging of late payment, other balances with the counterparty, rating from independent agencies, geographical area). This method is mainly used for carrier customers (national and international), administrations and public authorities, as well as for businesses services key accounts;

– a provisioning method based on expected loss: IFRS 9 requires recognition of expected losses on receivables immediately upon recognition of the financial instruments. In addition to the pre-existing provisioning system, the Group applies a simplified approach of early impairment at the time the asset is recognized. The rate applied depends on the maximum revenue non-recoverability rate.

Recognition of impairment losses for a group of receivables is the step preceding identification of impairment losses on individual receivables. As soon as information is available (customers in bankruptcy or subject to court-ordered liquidation), these receivables are then excluded from the statistical impairment database and individually impaired.

The trade receivables may be part of non-recourse programs. When they are assigned to consolidated securitization mutual funds, they remain on the statement of financial position. Other disposals to financial institutions may lead to their de-recognition in the event that legal ownership and almost all the risks and benefits of the receivables are transferred as described by IFRS 9.

4.4 Customer contract net assets and liabilities


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021
Customer contract net assets⁽¹⁾	786	733	740
Costs to fulfill a contract	687	539	426
Costs of obtaining a contract	322	298	294
Total customer contract net assets	1,795	1,570	1,460
Prepaid telephone cards	(170)	(175)	(186)
Connection fees	(436)	(507)	(563)
Loyalty programs	(10)	(31)	(29)
Other deferred revenue⁽²⁾	(2,082)	(1,847)	(1,717)
Other customer contract liabilities	(19)	(19)	(17)
Total deferred revenue related to customer contracts	(2,717)	(2,579)	(2,512)
Total customer contract net assets and liabilities	(922)	(1,009)	(1,052)

(1)	Assets net of performance obligations.

(2)	Includes in particular subscriptions. The change in Other deferred revenue is detailed below.

The following tables give an analysis of the balances of customer contract net assets and the costs of acquiring and fulfilling contracts in the statement of financial position.


(in millions of euros)	2023	2022	2021
Customer contract net assets - in the opening balance	733	740	709
Business related variations⁽¹⁾	39	(1)	30
Changes in the scope of consolidation⁽²⁾	14	—	4
Translation adjustment	2	(1)	—
Reclassifications and other items	(2)	(6)	(3)
Customer contract net assets - in the closing balance	786	733	740

(1)	Mainly includes new contract assets net of related liabilities, transfers of net contract assets directly to trade receivables and impairment in the period.

(2)	In 2023, the change in scope of consolidation is mainly related to the acquisition of VOO (see Note 3.2).


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(in millions of euros)	2023	2022	2021
Costs of obtaining a contract - in the opening balance	298	294	262
Business related variations	15	6	20
Changes in the scope of consolidation	—	—	12
Translation adjustment	9	(2)	(1)
Reclassifications and other items	—	—	—
Costs of obtaining a contract - in the closing balance	322	298	294


(in millions of euros)	2023	2022	2021
Costs to fulfill a contract - in the opening balance	539	426	265
Business related variations	118	122	31
Changes in the scope of consolidation	28	—	—
Translation adjustment	(1)	(5)	11
Reclassifications and other items	3	(4)	118
Costs to fulfill a contract - in the closing balance	687	539	426

Below is presented the change in deferred income related to customer contracts (prepaid telephone cards, connection fees, loyalty programs and other unearned income) in the statement of financial position:


(in millions of euros)	2023	2022	2021
Deferred revenue related to customer contracts - in the opening balance	2,579	2,512	1,984
Business related variations	72	101	220
Changes in the scope of consolidation(1)	39	1	183
Translation adjustment	24	(23)	13
Reclassifications and other items	2	(13)	112
Deferred revenue related to customer contracts - in the closing balance	2,717	2,579	2,512

(1)	In 2021, changes in the scope of consolidation mainly concerned prepayment of services for the construction of the network of FiberCo in Poland to Orange Polska and the acquisition of Telekom Romania Communications.

Accounting policies

Customer contract net assets and liabilities

The timing of income recognition may differ from the timing of customer invoicing.

Trade receivables presented in the consolidated statement of financial position represent an unconditional right to receive consideration (primarily cash), i.e. the services and goods promised to the customer have been provided.

In contrast, contract assets mainly refer to amounts allocated under IFRS 15 as consideration for goods or services provided to customers, but for which the right to collect payment is contingent on the provision of other services or goods under the same contract (or group of contracts). This is the case in a bundled offer combining the sale of a mobile phone and mobile telecommunication services for a fixed period, where the mobile phone is invoiced at a reduced price leading to the reallocation of a portion of amounts invoiced for the telecommunication service to the supply of the mobile phone. The excess amount allocated to the mobile phone over the price invoiced is recognized as a contract asset and transferred to trade receivables as the service is invoiced.

Contract assets, like trade receivables, are subject to impairment for credit risk. The recoverability of contract assets is also verified, including to cover the risk of impairment loss should the contract be interrupted. Recoverability may also be impacted by a change in the legal environment governing offers.

Contract liabilities represent amounts paid by customers to Orange before receiving the goods and/or services promised in the contract. This is typically the case for advances received from customers or amounts invoiced and received for goods or services not yet provided, for example for subscriptions payable in advance or prepaid contracts (previously recognized in deferred income).

Customer contract assets and liabilities are presented, respectively, in current assets and current liabilities since they are a normal part of the Group’s operations.

Costs of obtaining a contract

Where a telecommunication service contract is signed via a third-party distributor, this distributor may receive business provider remuneration, generally paid in the form of a commission for each subscription or invoice-indexed commission. Where the Group considers that these commissions are incremental and would not have been paid in the absence of the customer contract, the commission cost is estimated and capitalized in the balance sheet. It should be noted that the Group has adopted the simplification measure authorized by IFRS 15 to recognize the costs of obtaining a contract as an expense at the time they are incurred, if the amortization period of the asset that the Group would recognize for them does not exceed one year.


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The costs of obtaining fixed-period mobile services contracts are capitalized and expensed on a pro rata basis over the enforceable period of the contract, as these costs are generally incurred each time a customer renews the fixed period. The costs of obtaining fixed services contracts for a pre-determined term for B2C market customers are expensed on a pro rata basis over the estimated period of the customer relationship. The costs of obtaining B2B and operator solution contracts are not material.

Costs to fulfill a contract

Costs to fulfill a contract consist of all the initial contractual costs necessary to fulfill one or more performance obligations of a contract. These costs, when they are directly related to a contract, are capitalized and expensed on a pro rata basis over the enforceable period of the contract.

At Group level, these costs mainly concern contracts for B2B customers, with, for example, design, installation, connection and migration costs that relate to a future performance obligation of the contract.

The assumptions underlying the period over which the costs of fulfilling a contract are expensed are periodically reviewed and adjusted in line with observations; termination of the contractual relationship with the customer results in the immediate expensing of the remaining deferred costs. Where the carrying value of deferred costs exceeds the remaining consideration expected to be received for the transfer of the related goods and services, less expected costs relating directly to the transfer of these goods and services yet to be incurred, the excess amount is similarly immediately expensed.

The following table presents the transaction price assigned to unfulfilled performance obligations at December 31, 2023. Unfulfilled performance obligations are the services that the Group is obliged to provide to customers during the remaining fixed term of the contract. As allowed by the simplification procedure under IFRS 15, these disclosures are only related to performance obligations with an initial term greater than one year.


(in millions of euros)		December 31, 2023
Less than one year		6,975
Between 1 and 2 years		2,761
Between 2 and 3 years		852
Between 3 and 4 years		344
Between 4 and 5 years		144
More than 5 years		168
Total remaining performance obligations		11,242

Accounting policies

Unfulfilled performance obligations

During allocation of the total contract transaction price to identified performance obligations, a portion of the total transaction price can be allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. We have elected to apply certain available practical expedients when disclosing unfulfilled performance obligations, including the option to exclude expected revenues from unsatisfied obligations of contracts with an original expected duration of one year or less. These contracts are primarily monthly service contracts.

In addition, certain contracts offer customers the ability to purchase additional services. These additional services are not included in the transaction price and are recognized when the customer exercises the option (generally on a monthly basis). They are not therefore included in unfulfilled performance obligations.

Some multi-year service contracts with B2B and operator customers include fixed monthly costs and variable user fees. These variable user fees are excluded from the table of unfulfilled performance obligations.

4.5 Other assets


	December 31,	December 31,	December 31,
(in millions of euros)	2023	2022	2021
Orange Money - restriction of electronic money⁽¹⁾	1,430	1,242	1,030
Submarine cable consortiums⁽¹⁾	272	230	194
Advances and downpayments	191	177	147
Security deposits paid	108	96	105
Other	578	688	654
Total	2,579	2,433	2,130

(1)	These receivables are offset by the liabilities of the same amount (see accounting policies below and Note 5.7).


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(in millions of euros)	2023	2022	2021
Other assets - in the opening balance	2,433	2,130	1,837
Business related variations⁽¹⁾	174	304	236
Changes in the scope of consolidation	11	5	24
Translation adjustment	(10)	(17)	28
Reclassifications and other items	(29)	11	5
Other assets - in the closing balance	2,579	2,433	2,130
o/w other non-current assets	192	216	254
o/w other current assets	2,388	2,217	1,875

(1)	Including the restriction of electronic money related to Orange Money for 199 million euros.

Accounting policies

Other assets relating to “Submarine cable consortiums” are receivables from submarine cable consortium members when Orange is in charge of centralizing the payments to the equipment suppliers that build and manage these cables. These receivables are offset by the liabilities of the same amount (see Note 5.7).

Orange Money is a money transfer, payment and financial services solution provided via an electronic money (“e-money”) account linked to an Orange mobile number.

Since 2016, the Orange group has become an Electronic Money Issuer (“EMI”) in some of the countries in which it operates, via dedicated, approved, internal subsidiaries. Regulations state that EMIs, as last-resort guarantors for the reimbursement of e-money holders, are obliged to restrict the funds collected in exchange for the issue of e-money (obligation to protect holders). The e-money distribution model relies on Orange’s subsidiaries and third-party distributors. EMIs issue e-money (or units of value “UV”) at the request of these distributors in exchange for funds collected therefrom. The distributors then transfer the e-money to end holders.

Within the Orange group, this restriction includes the protection of third-party holders (distributors and customers).

These transactions have no impact on the Group's net financial debt and are listed under the following headings:

– assets restricted to an amount equal to the e-money in circulation outside of the Orange group (or UV in circulation);

– UV in circulation under liabilities, representing the obligation to reimburse the third-party holders (customers and third-party distributors).

These two headings are presented under “other assets” and “other liabilities” and under operating activities as “change in working capital requirement”.

Note 5 Purchases and other expenses

5.1 External purchases


(in millions of euros)	2023	2022	2021
Commercial, equipment expenses and content rights	(8,163)	(7,772)	(7,385)
o/w costs of terminals and other equipment sold	(4,830)	(4,459)	(4,234)
o/w advertising, promotional, sponsoring and rebranding costs	(784)	(804)	(783)
Service fees and inter-operator costs	(3,972)	(4,251)	(4,349)
o/w interconnexion costs	(2,359)	(2,703)	(2,956)
Other network expenses, IT expenses	(3,928)	(3,590)	(3,530)
Other external purchases	(3,259)	(3,119)	(2,709)
o/w building cost for resale	(1,170)	(1,236)	(1,047)
o/w overhead	(1,292)	(1,172)	(1,044)
o/w rental expenses	(111)	(134)	(147)
Total external purchases⁽¹⁾	(19,322)	(18,732)	(17,973)

(1)	Energy purchases, mainly comprising electricity, represent (1,017) million euros in 2023, (798) million euros in 2022 and (579) million euros in 2021.

Accounting policies

Firm purchase commitments are disclosed as unrecognized contractual commitments (see Note 16).

Advertising, promotion, sponsoring, communication and brand development costs are recorded as expenses during the period in which they are incurred.


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Since the application of IFRS 16, on January 1, 2019, lease expenses have included rental payments on leases with an enforceable period, with no option to extend, of 12 months or less, leases where the value, when new, of the underlying asset is less than approximately 5,000 euros, and variable lease payments which were not included in the measurement of the lease liability (see Note 9).

5.2 Other operating expenses


(in millions of euros)	2023	2022	2021
Litigation⁽¹⁾	(41)	(50)	(218)
Allowances and losses on trade receivables – telecom activities	(218)	(206)	(213)
Cost of bank credit risk	(64)	(49)	(48)
Expenses from universal service	(26)	(28)	(22)
Operating foreign exchange gains (losses)	(18)	(23)	(20)
Acquisition and integration costs	(28)	(40)	(14)
Other expenses	(55)	(17)	(165)
Total other operating expenses	(452)	(413)	(700)

(1)	See Note 18.

Allowances and losses on trade receivables from telecom activities are detailed in Note 4.3.

The cost of credit risk applies only to Mobile Financial Services and includes impairment charges and reversals on fixed-income securities, loans and receivables to customers as well as impairment charges and reversals relating to guarantee commitments given, losses on receivables and recovery of amortized debts (see Note 17.2.1).

Certain expenses related to litigation are directly recorded in operating income and are not included in the following movements of provisions:


(in millions of euros)	2023	2022	2021
Provisions for litigation - in the opening balance	387	405	525
Additions with impact on income statement	49	26	162
Reversals with impact on income statement ⁽¹⁾	(132)	(12)	(10)
Discounting with impact on income statement	—	1	—
Utilizations without impact on income statement⁽²⁾	(24)	(34)	(317)
Changes in consolidation scope	2	2	—
Translation adjustment	1	0	1
Reclassifications and other items	1	—	44
Provisions for litigation - in the closing balance	283	387	405
o/w non-current provisions	40	47	51
o/w current provisions	244	340	353

(1)	Mainly corresponds to the provision reversal of (97) million euros for the Digicel litigation after a favorable decision by the French Supreme Court in 2023 (see Note 18).

(2)	Corresponded mainly to the conviction for anti-competitive practices in the “enterprise” market segment in 2021 (see Note 18).

The Group’s significant litigation are described in Note 18.

Accounting policies

Litigation

In the ordinary course of business, the Group is involved in a number of legal and arbitration proceedings and administrative actions described in Note 18.

The costs which may result from these proceedings are accrued at the reporting date if the Group has a present obligation toward a third party resulting from a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of that liability can be quantified or estimated within a reasonable range. The amount of provision recorded is based on a case-by-case assessment of the risk level, and events arising during the course of legal proceedings may require a reassessment of this risk at any time. Where appropriate, litigation cases may be analyzed as contingent liabilities, which correspond to:

– probable obligations arising from past events that are not recognized because their existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the Company’s control; or

– present obligations arising from past events that are not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or because the amount of the obligation cannot be measured with sufficient reliability.

Acquisition and integration costs

Acquisition and integration costs are incurred at the time of acquisition of legal entities (costs linked to the acquisition of the entity, consultancy fees, training costs for new employees, migration costs associated with customer offers, labor expenses associated with the transition). They are incurred over a maximum period of 12 months following the acquisition date.


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5.3 Restructuring costs


(in millions of euros)	2023	2022	2021
Departure plans⁽¹⁾	(355)	(54)	(241)
Lease property restructuring	(18)	(21)	(6)
Distribution channels	(3)	(12)	(22)
Other⁽²⁾	(80)	(38)	(63)
Total restructuring costs	(456)	(125)	(331)

(1)	In 2023, mainly relates to the costs and provisions associated with the departure plans at Orange Business for 180 million euros (of which 141 million euros in France for around 650 jobs) and Orange Bank for around 600 jobs for 122 million euros.

In 2022, mainly related to the Equant departure plan for around 300 people.

In 2021, mainly related to departure plans at Orange Polska, for around 1,400 people, and Orange Espagne, for around 400 people.

(2)	In 2023, includes 35 million euros of costs related to the discontinuation of the commercialization of products and services as part of the Orange Business restructuring plan.

Orange Business restructuring plan in France

Orange Business has presented the operational implementation of its strategic priorities within the framework of the strategic plan Lead the future. This plan carries a strong ambition to transform and simplify Orange Business, whose market is undergoing profound changes. The plan includes the discontinuation of the commercialization of around 150 products and services and the elimination of around 650 jobs in France, on a voluntary basis. As a result, restructuring costs (including provisions corresponding to the best estimate to date of the costs of the plan) were recognized at December 31, 2023, for 176 million euros.

End of Orange Bank activities

On June 28, 2023, the Orange group announced its intention to withdraw from retail banking in France and Spain, as well as the launch of discussions with BNP Paribas with a view to providing Orange Bank customers with a dedicated offering, customer journey and support. Since then, Orange Bank has embarked on negotiations with employee representatives to initiate a departure plan (around 600 jobs in France). At December 31, 2023, this plan is still being negotiated. A restructuring provision totalling 122 million euros was recognized at December 31, 2023, corresponding to the best estimate to date of the costs of the plan.

Some restructuring costs are directly recorded in operating income and are not included in the following movements of provisions:


(in millions of euros)	2023	2022	2021
Restructuring provisions - in the opening balance	162	185	117
Additions with impact on income statement⁽¹⁾	393	98	277
Reversals with impact on income statement	(26)	(26)	(17)
Discounting with impact on income statement	(1)	(5)	(1)
Utilizations without impact on income statement	(54)	(90)	(191)
Changes in consolidation scope	—	—	—
Translation adjustment	1	(1)	—
Reclassifications and other items	—	—	(1)
Restructuring provisions - in the closing balance	477	162	185
o/w non-current provisions	196	43	61
o/w current provisions	281	119	124

(1)	In 2023, mainly relates to provisions of 173 million euros for the Orange Business departure plans (including 134 million euros in France) and 122 million euros for the Orange Bank departure plan.

In 2022, related to provisions of 30 million euros for the Equant departure plans.

In 2021, related to provisions of 155 million euros for the departure plans in Spain.

Accounting policies

Restructuring costs

The adaptation of the Group's activities to changes in the environment may generate costs related to the discontinuation or major transformation of an activity. These actions may have a negative effect on the period during which they are announced or implemented; for instance but not limited to, some of the transformation plans approved by the internal governance bodies.

Provisions are recognized only when the restructuring has been announced and the Group has drawn up or started to implement a detailed formal plan prior to the end of the reporting period.

The types of costs approved by the Group as restructuring costs primarily consist of:

– employee departure plans;

– termination of contracts linked to a fundamental reorganization of the activity (compensation paid to suppliers to terminate contracts, etc.);

– cost of vacant buildings (outside the scope of IFRS 16);

– fundamental transformation plans for communication network infrastructures;

– onerous contracts related to the termination or fundamental reorganization of business: during the course of a contract, when the economic circumstances that prevailed at inception change, some commitments toward the suppliers may become onerous, i.e. the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.


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5.4 Broadcasting rights and equipment inventories


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Handset inventories ⁽¹⁾	787	629	593
Other products/services sold	96	125	77
Available broadcasting rights	80	102	102
Other supplies	265	258	242
Gross value	1,228	1,114	1,015
Depreciation	(76)	(67)	(64)
Net book value of equipment inventories and broadcasting rights	1,152	1,048	952

(1)	Of which inventories treated as consignment with distributors amounting to 47 million euros at December 31, 2023, 42 million euros at December 31, 2022 and 68 million euros at December 31, 2021.


(in millions of euros)	2023	2022	2021
Net balance of inventories - in the opening balance	1,048	952	814
Business related variations	77	104	125
Changes in the scope of consolidation⁽¹⁾	25	3	9
Translation adjustment	2	(4)	3
Reclassifications and other items	0	(6)	(1)
Net balance of inventories - in the closing balance	1,152	1,048	952

(1)	In 2023, this mainly relates to the acquisition of VOO (see Note 3.2).

Accounting policies

Network maintenance equipment and equipment intended for sale to customers are measured at the lower of cost or likely realizable net carrying value. The cost corresponds to the purchase or production cost determined by the weighted average cost method.

Handset inventories include inventories treated as consignment with distributors when these are qualified, for accounting purposes, as agents in the sales of handsets bought from the Group.

Film or sports broadcasting rights are recognized in the statement of financial position when they are available for exhibition and expensed when broadcast.

5.5 Prepaid expenses


	December 31,	December 31,	December 31,
(in millions of euros)	2023	2022	2021
Prepaid external purchases	800	780	611
Other prepaid operating expenses	68	72	240
Total	868	851	851


(in millions of euros)	2023	2022	2021
Prepaid expenses - in the opening balance	851	851	850
Business related variations	19	57	5
Changes in the scope of consolidation	16	—	—
Translation adjustment	(27)	(49)	10
Reclassifications and other items	10	(8)	(13)
Prepaid expenses - in the closing balance	868	851	851


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5.6 Trade payables (goods and services)


(in millions of euros)	2023	2022	2021
Trade payables - in the opening balance	7,067	6,738	6,475
Business related variations	(124)	297	41
Changes in the scope of consolidation⁽¹⁾	126	9	125
Translation adjustment	(36)	(71)	47
Reclassifications and other items	10	95	49
Trade payables - in the closing balance	7,042	7,067	6,738
o/w trade payables from telecoms activities	7,031	6,951	6,652
o/w trade payables from Mobile Financial Services	11	116	86

(1)	Including 123 million euros related to the acquisition of VOO in 2023 and 108 million euros related to the acquisition of Telekom Romania Communications in 2021.

Supplier payment terms are mutually agreed between the suppliers and Orange in accordance with the regulations in force. Certain key suppliers and Orange have agreed to a flexible payment schedule which, for certain invoices, can be extended up to six months.

Trade payables for goods and services and fixed assets that were subject to a payment extension, and which had an impact on the change in working capital requirement at the end of the period, amounted to approximately 354 million euros at December 31, 2023, 377 million euros at December 31, 2022, and 460 million euros at December 31, 2021.

Accounting policies

Trade payables resulting from commercial transactions and settled in the normal operating cycle are classified as current items. They include payables that the supplier may have assigned, with or without notification, to financial institutions as part of direct or reverse factoring, and those for which the supplier proposed an extended payment period to Orange and for which Orange confirmed the payment arrangement under the agreed terms. Orange considers these financial liabilities to have the characteristics of trade payables, in particular due to the ongoing commercial relationship, the payment schedules ultimately consistent with the operating cycle of a telecommunication operator, in particular for the purchase of primary infrastructure, the supplier’s autonomy in the anticipated relationship and a financial cost borne by Orange that corresponds to the compensation of the supplier for the extended payment schedule agreed.

Trade payables without specified interest rates are measured at par value if the interest component is negligible. Interest-bearing trade payables are recognized at amortized cost.

5.7 Other liabilities


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Orange Money - units in circulation⁽¹⁾	1,430	1,242	1,030
Provisions for litigation⁽²⁾	283	387	405
Submarine cable consortium⁽¹⁾	272	230	191
Security deposits received	103	111	128
Cable network access fees (URI)	14	25	38
Other	976	806	852
Total	3,078	2,802	2,644
o/w other non-current liabilities	299	276	306
o/w other current liabilities	2,779	2,526	2,338

(1)	These liabilities are offset by the receivables of the same amount (see accounting policies in Note 4.5).

(2)	See Note 5.2.


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(in millions of euros)	2023	2022	2021
Other liabilities - in the opening balance	2,802	2,644	2,574
Business related variations	176	129	54
Changes in the scope of consolidation⁽¹⁾	63	6	9
Translation adjustment	(13)	—	29
Reclassifications and other items	52	23	(22)
Other liabilities - in the closing balance	3,078	2,802	2,644

(1)	Including 41 million euros related to the acquisition of VOO in 2023 (see Note 3.2).

Note 6 Employee benefits

6.1 Labor expenses


(in millions of euros)	Note	2023	2022	2021
Average number of employees (full-time equivalents)⁽¹⁾		127,109	130,307	132,002
Wages and employee benefit expenses		(8,863)	(8,754)	(9,587)
o/w wages and salaries		(6,343)	(6,328)	(6,232)
o/w social security charges		(2,083)	(2,132)	(2,148)
o/w French part-time for seniors plans	6.2	(364)	(313)	(1,209)
o/w capitalized costs⁽²⁾		788	818	849
o/w other labor expenses⁽³⁾		(860)	(799)	(847)
Employee profit sharing		(134)	(149)	(145)
Share-based compensation ⁽⁴⁾	6.3	(21)	(16)	(185)
o/w free share award plans		(21)	(16)	(13)
o/w employee shareholding plan Together 2021		—	—	(172)
Total in operating income		(9,018)	(8,920)	(9,917)
Net interest on the net defined liability in finance costs		(86)	(13)	(10)
Actuarial (gains)/losses in other comprehensive income		(96)	176	59
Total in comprehensive income		(9,200)	(8,756)	(9,867)

(1)	Of whom 25% were Orange SA's civil servants at December 31, 2023 (compared with 28% at December 31, 2022 and 31% at December 31, 2021).

(2)	Capitalized costs correspond to labor expenses included in the cost of assets produced by the Group (see Notes 8.4 and 8.5).

(3)	Other labor expenses comprise other short-term allowances and benefits, payroll taxes, post-employment benefits and other long-term benefits (except French part-time for seniors plans (TPS)).

(4)	Includes social security contributions of (2) million euros in 2023, (1) million euros in 2022 and (13) million euros in 2021, whose counterpart on the balance sheet is not presented in equity.

6.2 Employee benefits


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Post-employment benefits⁽¹⁾	837	739	881
Other long-term benefits	2,389	2,358	2,318
o/w French part-time for seniors plans	1,711	1,753	1,720
Provisions for employment termination benefits	2	1	2
Other employee-related payables and payroll taxes due	1,923	1,857	1,862
Provisions for social risks and litigation	32	29	50
Total	5,183	4,985	5,113
o/w non-current employee benefits	2,551	2,567	2,798
o/w current employee benefits	2,632	2,418	2,316

(1)	Does not include defined contribution plans.

The accrued post-employment and other long-term benefits are presented below. These are estimated based on Group headcounts at December 31, 2023, including vested and unvested rights at December 31, 2023, but which the Group estimates will be vested by approximately 2050:

(in millions of euros)

Schedule of benefits to be paid, undiscounted

2024

2025

2026

2027

2028

2029 and beyond

Post-employment benefits

111

2,701

Other long-term benefits⁽¹⁾

626

562

453

324

132

o/w French part-time for seniors plans

534

478

392

282

120

Total

714

614

510

411

243

2,732

(1)	Provisions for Time Savings Account (Compte Epargne Temps (CET)) and long-term sick leave and long-term leave not included.


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6.2.1 Effect of French pension reform

In France, the pension reform law, gradually raising the legal retirement age to 64, was enacted on April 14, 2023.

The effects of this reform have been recognized in the income statement as a plan amendment and break down as follows:

– an additional provision of (241) million euros was recognized for the French part-time for seniors plans (Temps Partiel Senior (TPS)) signed in 2018 and 2021. These agreements provided for the extension of the measures in the event of pension reform for the employees concerned;

– a provision reversal of 22 million euros was recognized on capital-based or annuity-based defined-benefit plans.

6.2.2 Types of post-employment benefits and other long-term benefits

In accordance with the laws and practices in force in the countries where it operates, the Group has obligations in terms of employee benefits:

– with regard to retirement, the majority of employees are covered by defined contribution plans required by law or under national agreements. In France, civil servants employed by Orange SA are covered by the French government sponsored civil and military pension plan. Orange SA’s obligation under the plan is limited to the payment of annual contributions (French law No. 96-660 dated July 26, 1996). Consequently, Orange SA has no obligation to fund future deficits of the pension plans covering its own civil servant employees or any other civil service plans. Expenses recognized under the terms of defined contribution pension plans amounted to (667) million euros in 2023 (compared with (691) million euros in 2022 and (727) million euros in 2021);

– the Group is committed to a limited number of annuity-based defined-benefit plans: notably the Equant plans in the United Kingdom for 215 million euros in 2023 and a plan for senior managers in France for 187 million euros in 2023. Plan assets were transferred to these plans in the United Kingdom and in France. A few years ago, these plans were closed to new subscribers and also closed in the United Kingdom with regard to vesting;

– the Group is also committed to capital-based defined-benefit plans where, in accordance with the law or contractual agreements, employees are entitled to bonuses on retirement, depending on their years of service and end of career salary; this essentially relates to bonuses due upon retirement in France, particularly for employees under private-law contracts (643 million euros for Orange SA, i.e. 79% of the capital-based plans) and for civil servants (13 million euros, i.e. 2% of capital-based plans);

– other post-employment benefits are also granted to retired employees: these are benefits other than defined-benefit and defined-contribution plans;

– other long-term benefits may also be granted such as seniority awards, long-term compensated absences and French part-time for seniors plans (Temps Partiel Senior (TPS)) detailed below.

French part-time for seniors plans

The French part-time for seniors plans (TPS) are accessible to civil servants and employees under private contract with French entities who are eligible for full retirement benefits from January 1, 2028 (before the application of the 2023 pension reform) and who have at least 15 years of service at the Group.

These plans give employees the opportunity to work 50% or 60% of a full-time job whilst receiving:

– base compensation of between 65% and 80% of a full-time job;

– the retirement entitlement benefits of full-time employment during the period in question (both the Company’s and the employee’s contributions);

– and a minimum compensation level.

These plans last for a period of at least 18 months and no longer than 5 years.

The beneficiaries may decide to invest part of their base compensation (5%, 10% or 15%) in a Time Savings Account (Compte Epargne Temps (CET)) with an additional Group contribution. The CET allows for a reduction in the amount of time worked.

As part of the intergenerational agreement renegotiations, a French part-time for seniors (TPS) plan was signed on December 17, 2021, resulting in the recognition of an employee benefit liability of 1,225 million euros at December 31, 2021.

At December 31, 2023, the number of employees who are participating in the French part-time for seniors plans (TPS), and thus included in the provision, is approximately 9,150 employees.


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6.2.3 Key assumptions used to calculate obligations

The assessment of post-employment benefits and other long-term benefits is based on retirement age calculated in accordance with the provisions applicable to each plan and the necessary conditions to ensure entitlement to a full pension, both of which are often subject to legislative changes.

The valuation of the obligation of the French part-time for seniors plans (TPS) had been sensitive to estimates of the potentially eligible population and to the sign-up rate for the plans (estimated at 70% on average), and the trade-offs that the beneficiaries ultimately made between the different plans proposed. At December 31, 2023, with sign-ups to the 2018 and 2021 French part-time for seniors plans (TPS) no longer possible, the sensitivity to the sign-up rate was not presented.

The discount rates used for the French entities (which accounts for 95% of Orange’s pension and other long-term employee benefit obligations at December 31, 2023) are as follows:


	December 31,		December 31,		December 31,
	2023		2022		2021
More than 10 years	3.25% à 4.20	%	3.75% à 3.85	%	0.80% à 1.05	%
Less than 10 years	3.20% à 4.15	%⁽¹⁾	3.20% à 3.75	%	- 0.15% à 0.40	%

(1)	Rates of 3.45% and 3.20%, respectively, were used to value commitments relating to the 2018 and 2021 French part-time for seniors plans (TPS) (compared with 3.40% and 3.55% at December 31, 2022 and - 0.15% at December 31, 2021).

The discount rates used for the euro zone are based on corporate bonds rated AA with a duration equivalent to the duration of the obligations.

The increase in annuities of the Equant plans in the United Kingdom is based on inflation (3% used) up to 5%.


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The main capital-based defined-benefit plan (retirement bonuses for employees under private-law contracts in France) is principally sensitive to employment policy assumptions (Orange has historically had high numbers of employees of retirement age), salary revaluation and long-term inflation of 2%.

The impacts on pension benefit obligations of a change in the key assumption would be as follows:


(in millions of euros)	Rate increases by 50 points	Rate decreases by 50 points
Discount rates⁽¹⁾	(71)	75

(1)	Including (16) and 16 million euros for the French part-time for seniors plans (TPS) (short-term duration).

6.2.4 Commitments and plan assets


(in millions of euros)	Post-employment benefits			Long-term benefits		2023	2022		2021
	Annuity-	Capital-	Other	French part-	Other
	based	based		time for
	plans	plans		seniors plans
				(TPS)
Total benefit obligations in the opening balance	401	710	2	1,753	605	3,471	3,740		2,812
Service cost	—	38	—	29	140	208	131		1,379	⁽⁴⁾
Plan amendment ⁽¹⁾	—	(23)	—	241	1	219	—		—
Net interest on the defined benefit liability	16	31	—	53	1	101	19		15
Actuarial losses/(gains) arising from changes of assumptions	(2)	57	—	13	—	68	(490)		(5)
o/w arising from change in discount rate	3	39	—	10	—	52	(495)	⁽²⁾	(76)
Actuarial losses/(gains) arising from experience⁽³⁾	8	32	—	79	—	120	459		(47)
Benefits paid	(21)	(36)	—	(459)	(71)	(587)	(374)		(439)
Translation adjustment and others	4	20	—	2	—	26	(14)		25
Total benefit obligations in the closing balance (a)	405	828	2	1,711	678	3,625	3,471		3,740
o/w benefit obligations in respect of employee benefit plans that are wholly or partly funded	405	41	—	—	—	446	419		571
o/w benefit obligations in respect of employee benefit plans that are wholly unfunded	—	788	2	1,711	678	3,179	3,052		3,169
Weighted average duration of the plans (in years)	8	11	15	2	2	4	4		6

(1)	Mainly includes the effect of the French pension reform enacted on April 14,2023.

(2)	Including (352) million euros in France and (130) million euros in the United Kingdom related to the increase in discount rates in 2022.

(3)	In 2023, actuarial gains and losses were primarily related to experience effects and mainly included the effect of salary revaluations.

In 2022, actuarial gains related to experience effects mainly took into account an increase in the number of sign-ups for the French part-time for seniors plans (TPS), and particularly the plan signed in 2021.

In 2021, actuarial gains related to experience effects took into account a slowdown in the number of sign-ups for the French part-time for seniors plans (TPS).

(4)	Including 1,225 million euros related to the French part-time for seniors plan (TPS) signed in December 2021.


(in millions of euros)	Post-employment benefits			Long-term benefits		2023	2022	2021
	Annuity-	Capital-	Other	French part-	Other
	based	based		time for
	plans	plans		seniors plans
				(TPS)
Fair value of plan assets in the opening balance	373	1	—	—	—	373	541	474
Net interest on the defined benefit liability	16	—	—	—	—	16	7	4
(Gains)/Losses arising from experience	—	—	—	—	—	—	(154)	40
Employer contributions	9	1	—	—	—	10	11	20
Benefits paid by the fund	(18)	—	—	—	—	(19)	(18)	(20)
Translation adjustment and other	4	15	—	—	—	19	(13)	23
Fair value of plan assets in the closing balance (b)	383	16	—	—	—	399	373	541

Funded annuity-based plans represent 12 % of Group social commitments.


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The funded annuity-based plans are primarily located in the United Kingdom (51%) and France (43%) and their assets are broken down as follows:

Employee benefits in the statement of financial position correspond to commitments less plan assets. These have not been subject to any asset capping adjustment for the periods presented.


(in millions of euros)	Post-employment benefits			Long-term benefits		2023	2022	2021
	Annuity-	Capital-	Other	French part-	Other
	based	based		time for
	plans	plans		seniors plans
				(TPS)
Employee benefits in the opening balance	28	709	2	1,753	605	3,097	3,199	2,337
Net expense for the period	1	46	—	415	143	605	443	1,356
of which plan amendment⁽¹⁾	—	22	—	(241)	(1)	(220)	—	—
Employer contributions	(9)	(1)	—	—	—	(10)	(11)	(20)
Benefits directly paid by the employer	(3)	(36)	—	(459)	(71)	(568)	(355)	(419)
Actuarial (gains)/losses generated during the year through other comprehensive income	6	91	—	—	—	96	(176)	(59)
Other	—	2	—	2	—	5	(2)	3
Employee benefits in the closing balance - Net position (a) - (b)	22	812	2	1,711	678	3,226	3,097	3,199
o/w non-current	21	746	2	1,177	672	2,618	2,605	2,799
o/w current	2	66	—	534	6	608	492	400

(1)	Mainly includes the effect of the French pension reform enacted on April 14, 2023.

The following table details the net expense:


	Post-employment benefits			Long-term benefits		2023	2022	2021
	Annuity-	Capital-	Other	French part-	Other
	based	based		time for
	plans	plans		seniors plans
(in millions of euros)				(TPS)
Service cost	—	(37)	—	(29)	(140)	(207)	(131)	(1,379)	⁽¹⁾
Plan amendment⁽²⁾	—	22	—	(241)	(1)	(220)	—	—
Net interest on the net defined benefit liability	(1)	(31)	—	(53)	(1)	(86)	(12)	(10)
Actuarial gains/(losses)	—	—	—	(92)	(1)	(93)	(299)	33
Total	(1)	(46)	—	(415)	(144)	(606)	(443)	(1,356)
o/w expenses in operating income	—	(16)	—	(362)	(143)	(521)	(430)	(1,346)
o/w net interest on the net defined liability in finance cost	(1)	(31)	—	(53)	(1)	(86)	(12)	(10)

(1)	Including (1,225) million euros related to the French part-time for seniors plan (TPS) signed on December 17, 2021.

(2)	Mainly includes the effect of the French pension reform enacted on April 14, 2023.

Accounting policies

Post-employment benefits are granted through:

– defined-contribution plans: the contributions, paid to independent institutions which are in charge of the administrative and financial management thereof, are recognized in the fiscal year during which the services are rendered;


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– defined-benefit plans: the sum of future obligations under these plans are based on actuarial assumptions using the projected unit credit method:

– their calculation is based on demographic (employee turnover, mortality, gender parity, etc.) and financial assumptions (salary increases, inflation, etc.) defined at the level of each entity concerned;

– the discount rate is defined by country or geographical area and by reference to market yields on high quality corporate bonds (or government bonds where no active market exists). It is calculated on the basis of external indices commonly used as a reference for the eurozone;

– actuarial gains and losses on post-employment benefits are fully recorded in other comprehensive income;

– the Group’s defined-benefit plans are not generally funded. In the rare cases where they are, the plan assets are set up by employer and employee contributions which are managed by separate legal entities whose investments are subject to fluctuations in the financial markets. These entities are generally administered by joint committees comprising representatives of the Group and of the beneficiaries. Each committee adopts its own investment strategy which is designed to strike the optimum strategies to match assets and liabilities, based on specific studies performed by external experts. It is generally carried out by fund managers selected by the committees and depends on market opportunities. Assets are measured at fair value, determined by reference to quoted prices, since they are mostly invested in listed securities (mainly equities and bonds) and the use of other asset classes is limited.

Other long-term employee benefits may be granted, such as seniority awards, long-term compensated absences and the French part-time for seniors plan (TPS) agreements. The calculation of the related commitments is based on actuarial assumptions (including demographic, financial and discounting assumptions) similar to those relating to post-employment benefits. The relevant actuarial gains and losses are recognized in net income for the period when they arise.

Termination benefits are subject to provisions (up to the related obligation). For all commitments entailing the payment of termination benefits, actuarial gains and losses are recognized in net income for the period when modifications take place.

6.3 Share-based compensation

Free share award plans in force at December 31, 2023

The Board of Directors approved the implementation of free share award plans (Long-Term Incentive Plans – LTIP) reserved for the Executive Committee, Corporate Officers and senior executives designated as “Executives” or “Leaders.”

Main characteristics


	LTIP 2023 - 2025	LTIP 2022 - 2024	LTIP 2021 - 2023
Implementation date by the Board of Directors	July 25, 2023	July 27, 2022	July 28, 2021
Maximum number of free share units ⁽¹⁾	1.9 million	1.8 million	1.8 million
Estimated number of beneficiaries	1,200	1,300	1,300
Acquisition date of the rights by the beneficiaries	March 31, 2026	December 31, 2024	December 31, 2023
Delivery date of the shares to the beneficiaries	March 31, 2026	March 31, 2025	March 31, 2024

(1)	In countries where the regulations, tax codes or labor laws do not permit awards of stock, the beneficiaries of the plan will receive a cash value based on the market price of Orange stock at the delivery date of the shares.


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Continued employment condition

The allocation of rights to beneficiaries is subject to a continued employment condition:


	LTIP 2023 - 2025	LTIP 2022 - 2024	LTIP 2021 - 2023
Assessment of the employment continuation	From July 25, 2023	From July 27, 2022	From July 28, 2021
	to March 31, 2026	to December 31, 2024	to December 31, 2023

Performance conditions

Depending on the plans, the allocation of rights to beneficiaries is subject to the achievement of internal and external performance conditions, i.e.:

– the organic cash flow from telecom activities internal performance condition, as defined in the plan regulations, assessed at the end of the three years of the plan against the objective set by the Board of Directors for the LTIP 20212023, 20222024 and 20232025;

– the Corporate Social Responsibility (CSR) internal performance condition, two-thirds of which comprises the reduction of CO² emissions and one-third the proportion of women in the Group’s management networks for the Long Term Incentive Plan (LTIP) 20232025. For the 20212023 and 20222024 plans, half of the performance condition is based on reducing customer CO₂ emissions, and half on the proportion of women in the Group’s management networks. This performance condition is assessed at the end of the three-year plan against the targets set by the Board of Directors;

– the Total Shareholder Return (TSR) external performance condition. The TSR performance is assessed by comparing the change in the Orange TSR based on the relative performance of the total return for Orange shareholders over the three fiscal years and the change in the TSR calculated on the average values of the benchmark index, Stoxx Europe 600 Telecommunications, or any other index having the same purpose and replacing it during the term of the plan.

Rights subject to the achievement of performance conditions (as a % of the total entitlement):


	LTIP 2023 - 2025		LTIP 2022 - 2024		LTIP 2021 - 2023
Organic cash-flow from telecom activities	40	%	50	%	50	%
Total Shareholder Return (TSR)	30	%	30	%	30	%
Corporate Social Responsability (CSR)	30	%	20	%	20	%

All performance conditions are estimated to be met at the end of the three years of the plan.

Valuation assumptions


	LTIP 2023 - 2025		LTIP 2022 - 2024		LTIP 2021 - 2023
Measurement date	July 25, 2023		July 27, 2022		July 28, 2021
Vesting date	March 31, 2026		December 31, 2024		December 31, 2023
Price of underlying instrument at measurement date	10.73 euros		10.16 euros		9.63 euros
Price of underlying instrument at closing date	10.30 euros		10.30 euros		10.30 euros
Expected dividends (% of the share price)	6.7	%	6.9	%	7.3	%
Risk free yield	3.09	%	0.59	%	-0.68	%
Fair value per share of benefit granted to employees	8.31 euros		7.53 euros		6.33 euros
o/w fair value of internal performance condition	8.86 euros		8.30 euros		7.74 euros
o/w fair value of external performance condition	7.02 euros		5.74 euros		3.04 euros

For the portion of the plan issued in the form of shares, fair value was determined based on the market price of Orange shares on the date of allocation and the expected dividends. The fair value also takes into account the likelihood of achievement of the market performance conditions, determined on the basis of a model constructed using the Monte Carlo method. For the portion of the plan issued in cash, the fair value was determined based on the market price of Orange shares.

Accounting effect

In 2023, an expense of (13) million euros (including social security contributions) was recognized with corresponding entries in equity (11 million euros) and employee benefits (2 million euros).

In 2022, an expense of (11) million euros (including social security contributions) was recognized with corresponding entries in equity (10 million euros) and employee benefits (1 million euros).

In 2021, an expense of (11) million euros (including social security contributions) was recognized with corresponding entries in equity (10 million euros) and employee benefits (1 million euros).

Closure of the free share award plan LTIP 2020–2022

In 2020, the Board of Directors approved the implementation of a free share award plan (LTIP) reserved for the Executive Committee, Corporate Officers and Senior Management.

The shares were delivered to the beneficiaries on March 31, 2023.


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Main characteristics


		LTIP 2020 - 2022
Implementation date by the Board of Directors		July 29, 2020
Maximum number of free share units⁽¹⁾		1.7 million
Estimated number of beneficiaries at the beginning		1,300
Number of free share units delivered at delivery date⁽¹⁾		0.9 million
Number of beneficiaries		1,191
Acquisition date of the rights by the beneficiaries		December 31, 2022
Delivery date of the shares to the beneficiaries		March 31, 2023

(1)	In countries where the regulatory conditions, tax codes or labor laws do not permit awards of stock, the beneficiaries of the plan received a cash amount value based on the market price of Orange stock at the delivery date of the shares, on March 31, 2023.

Continued employment condition

The allocation of rights to beneficiaries was subject to a continued employment condition:


		LTIP 2020 - 2022
		From July 29, 2020
Assessment of the employment continuation		to December 31, 2022

Performance conditions

Depending on the plans, the allocation of rights to beneficiaries was subject to the achievement of internal and external performance conditions, i.e.:

– the organic cash flow from telecom activities internal performance condition, as defined in the plan regulations;

– The internal CSR performance condition, comprising the reduction in the level of CO² per customer use and the change in the proportion of renewable electricity used by the Group;

Rights subject to the achievement of performance conditions (as a % of the total entitlement):


	LTIP 2020 - 2022
Organic cash-flow from telecom activities	40	%
Total Shareholder Return (TSR)	40	%
Corporate Social Responsability (CSR)	20	%

Performance was assessed for the years 2020, 2021 and 2022 in relation to the budget for each of these three years, as approved in advance by the Board of Directors. The internal condition relating to organic cash flow from telecom activities was partially met, and the internal condition for CSR (Corporate Social Responsibility) was met, for 2020, 2021 and 2022. In addition, the condition relating to TSR was not met for the period 20202022.

Valuation assumptions


	LTIP 2020 - 2022
Measurement date	July 29, 2020
Vesting date	December 31, 2022
Price of underlying instrument at measurement date	10.47 euros
Price of underlying instrument at vesting date	9.28 euros
Price of underlying instrument at delivery date	10.95 euros
Expected dividends (% of the share price)	6.7	%
Risk free yield	-0.61	%
Fair value per share of benefit granted to employees	6.06 euros
o/w fair value of internal performance condition	8.58 euros
o/w fair value of external performance condition	2.27 euros

For the portion of the free share award plan issued in the form of shares, fair value was determined based on the market price of Orange shares on the award date and the expected dividends. The fair value also took into account the likelihood of achieving the market performance condition, determined on the basis of a model constructed using the Monte Carlo method. For the portion of the plans remitted in the form of cash, the fair value was determined on the basis of the Orange share price.

Accounting effect

The cost of the plan including social security contributions is presented below:


(in millions of euros)	2023	2022	2021	2020
LTIP 2020 - 2022 ⁽¹⁾	1	(5)	(5)	(2)

(1)	With corresponding entries in equity for (10) million euros and in employee-related payables for (1) million euros settled on delivery of the shares in 2023.


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Together 2021 Employee Shareholding Plan

On April 21, 2021, the Board of Directors approved the implementation of the Together 2021 Employee Shareholding Plan, designed to strengthen the Group’s employee shareholding. The offer covered a maximum of 260 million euros of subscriptions including matching contributions, expressed as the reference price before discount, and was carried out by buying back existing shares of Orange SA.

The number of shares subscribed at the price of 6.64 euros (taking into account a discount of 30% on the reference market price) amounted to 12 million shares, to which were added 14 million shares allocated free of charge in the form of a matching contribution, i.e. a total of 26 million shares.

The average fair value of the benefit granted to employees and former employees of the Group was at 6.47 euros per share allocated (including free shares), i.e. an expense of (172) million euros (including social security contributions) recognized though equity for 169 million euros and through employee benefits for 3 million euros at December 31, 2021.

Other plans

The other share-based compensation and similar plans implemented in the Orange group are not material at Group level.

Accounting policies

Employee share-based compensation: the fair value of stock options and free shares is determined by reference to the exercise price, the life of the option, the current price of the underlying shares at the grant date, the expected share price volatility, expected dividends, and the risk-free interest rate over the option’s life. Vesting conditions other than market conditions are not part of the fair value assessment, but are part of the grant assumptions (employee turnover, probability of achieving performance criteria).

The determined amount is recognized in labor expenses on a straight-line basis over the vesting period, with corresponding entries for:

– employee benefit liabilities for cash-settled plans, remeasured in profit or loss at each year-end; and

– equity for equity-settled plans.

6.4 Executive compensation

The following table shows the compensation booked by Orange SA and its controlled companies to persons who were members of Orange SA’s Board of Directors or Executive Committee at any time during the year or at the end of the year.


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Short-term benefits excluding employer social security contributions ⁽¹⁾	(12)	(12)	(14)
Short-term benefits: employer’s social security contributions	(4)	(4)	(5)
Post-employment benefits ⁽²⁾	—	—	—
Share-based compensation ⁽³⁾	(2)	(1)	(2)

(1)

Includes all compensation; gross salaries, the variable component, bonuses and benefits (excluding termination benefits), benefits in kind, incentives and profit-sharing attendance compensation and the share-based Long Term Incentive Plan (LTIP) which matured at December 31, 2022 and was paid out in 2023.

(2)	Service cost.

(3)	Includes employee shareholding plans and share-based Long-Term Incentive Plans (LTIP) in force.

The total amount of retirement benefits (contractual retirement bonuses and supplementary defined-benefit pension plan) provided in respect of persons who were members of the Board of Directors or Executive Committee at the end of the fiscal year is 1 million euros in 2023 (compared with 2 million euros in 2022 and 4 million euros in 2021).

The Chief Executive Officer, appointed on April 4, 2022, does not have an employment contract.

In the event of dismissal or non-renewal of the corporate office not motivated by serious misconduct or gross negligence, Orange will pay the Chief Executive Officer gross severance pay equal to 12 months of fixed compensation and annual variable compensation paid, with the latter being calculated based on the average annual variable compensation paid for the last 24 months prior to departure from the Company. This severance pay will only be due if the performance conditions for annual variable compensation for the two years prior to departure from the Company were achieved at an average of at least 90%.

In accordance with the Afep-Medef Code, the total amount of severance pay and non-compete compensation that would be paid to the Chief Executive Officer may not exceed 24 months of fixed compensation and annual variable compensation.

The employment contract of the Delegate Chief Executive Officer was suspended at the date of his appointment as a Corporate Officer. His employment contract may be reinstated at the end of his term of office, with recovery of rights.

Executive Committee members’ contracts include a clause providing for a contractual termination settlement not exceeding 15 months of their total gross annual compensation (including the contractual termination benefit).

Orange has not acquired any other goods or services from persons who are, at the end of the fiscal year, members of the Board of Directors or Executive Committee of Orange SA (or any parties related thereto).


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Note 7 Impairment losses and goodwill

7.1 Impairment losses


(in millions of euros)	2023	2022	2021
Romania	—	(789)	—
Mobile Financial Services	—	(28)	—
Spain	—	—	(3,702)
Total of impairment of goodwill	—	(817)	(3,702)

Impairment tests on Cash-Generating Units (CGUs) may result in impairment losses on goodwill (see Note 7.2) and on fixed assets (see Note 8.3).

At December 31, 2023

At December 31, 2023, impairment tests do not result in the Group recognizing any impairment losses.

At December 31, 2022

Romania

In Romania, the goodwill impairment of (789) million euros mainly reflected:

−a material increase in the discount rate due to changes in market assumptions;

−greater competitive pressure; and

−the downward revision of the business plan compared with the plan used at December 31, 2021, particularly in the early years.

Following the impairment of goodwill in Romania, the net carrying value of the assets of the CGU was reduced to the value in use of current and long-term assets at 100% at December 31, 2022, i.e. 1.7 billion euros.

Mobile Financial Services

Impairment of (49) million euros was recorded on Mobile Financial Services (including (28) million euros on goodwill and (21) million euros on fixed assets) due to deterioration of the business plan.

At December 31, 2022, the net carrying value of goodwill was reduced to zero and the value in use of the CGU amounted to 0.4 billion euros.

At December 31, 2021

In Spain, the business plan has been significantly revised downward since December 31, 2020, in view of:

−	a deteriorating competitive environment despite market consolidation operations (affected by the erosion of average revenue per user); and

−	uncertainties surrounding the continuation of the health crisis (delay in the forecasts for economic recovery).

The revision of the business plan in Spain has led to the recognition during the first -half of 2021 of (3,702) million euros impairment of goodwill, bringing the net carrying value of tested assets down to the value in use of current and long-term assets, i.e. 7.7 billion euros.


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7.2 Goodwill



(in millions of euros)	December 31, 2023			December 31, 2022	December 31, 2021
	Gross value	Accumulated	Net book value	Net book value	Net book value
		impairment
		losses
France	13,189	(13)	13,176	13,176	14,364
Europe	13,862	(8,571)	5,291	4,586	6,079
Spain	6,550	(3,816)	2,734	2,734	3,170
Belgium	1,733	(713)	1,020	336	336
Slovakia	806	—	806	806	806
Romania	1,806	(1,359)	447	447	1,504
Poland	2,815	(2,664)	151	135	135
Moldova	84	—	84	78	80
Luxembourg	68	(19)	50	50	50
Africa & Middle East	2,252	(849)	1,403	1,420	1,465
Burkina Faso	428	—	428	428	428
Côte d’Ivoire	417	(42)	375	375	375
Morocco	255	—	255	249	265
Jordan	284	(170)	114	118	111
Liberia	88	—	88	91	86
Sierra Leone	58	—	58	73	114
Cameroon	134	(90)	44	44	44
Other	589	(548)	41	42	42
Orange Business	2,913	(650)	2,263	2,289	2,237
Totem⁽¹⁾	1,624	—	1,624	1,624	n/a
Mobile Financial Services	28	(28)	—	—	28
International Carriers & Shared Services	18	—	18	18	18
Goodwill	33,886	(10,112)	23,775	23,113	24,192

(1)	In 2021, Totem's figures were included in France and Spain segments (see Note 1.1).


(in millions of euros)		December 31,	December 31,	December 31,
	Note	2023	2022	2021
Gross Value in the opening balance		33,140	33,626	33,273
Acquisitions⁽¹⁾	3.2	675	(206)	266
Disposals		—	—	(4)
Translation adjustment		71	(280)	91
Reclassifications and other items		—	—	—
Gross Value in the closing balance		33,886	33,140	33,626
Accumulated impairment losses in the opening balance		(10,028)	(9,435)	(5,678)
Impairment	7.1	—	(817)	(3,702)
Disposals		—	—	—
Translation adjustment		(84)	225	(55)
Accumulated impairment losses in the closing balance		(10,112)	(10,028)	(9,435)
Net book value of goodwill		23,775	23,113	24,192

(1)	In 2023, mainly includes goodwill on the acquisition of VOO of 684 million euros (see Note 3.2).

In 2022, mainly included the finalization of the purchase price allocation for Telekom Romania Communications, resulting in the revision of the amount of preliminary goodwill recognized in 2021 for (272) million euros.

In 2021, mainly included preliminary goodwill of 272 million euros related to the acquisition of Telekom Romania Communications.


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7.3 Key assumptions used to determine recoverable amounts

The key operational assumptions reflect past experience and expected trends: unforeseen changes have in the past affected and could continue to significantly affect these expectations. In this respect, the review of expectations could affect the margin of recoverable amounts over the carrying value tested (see Note 7.4) and result in impairment of goodwill and fixed assets.

In 2023, the Group updated its financial trajectories.

The discount rates and perpetual growth rates used to determine the values in use were revised as follows at the end of December 2023:

– discount rates have risen as a result of the deteriorating macroeconomic environment (higher interest rates), and may include a specific premium reflecting an assessment of the risks of achieving certain business plans, or of country risks;

– perpetual growth rates were maintained for most geographical areas.

At December 31, 2023, the business plans and key operating assumptions were sensitive to the following:

– inflation, in particular rising energy prices, and the ability to preserve margins by adjusting rates and optimizing costs and investments;

– the fiercely competitive nature of the markets in which the Group operates, where price pressure is strong;

– the decisions by regulatory and competition authorities in terms of stimulating business investment, and rules for awarding 5G operating licenses and market concentration; and

– specifically in the Middle East and the Maghreb (Jordan, Egypt and Tunisia) as well as in some African countries (Mali, Democratic Republic of the Congo, Central African Republic, Sierra Leone and Burkina Faso): changes in the political situation and security with their resulting negative economic impacts on the overall business climate.

The parameters used to determine the recoverable amount of the main consolidated activities or the activities most sensitive to the assumptions of the impairment tests are as follows:


December 31, 2023	Basis of	Used	Methodology	Cost of		Discount rate				Perpetuity
	recoverable	source		equity		Post-tax		Pre-tax		growth rate
	amount
France				n/a		6.3	%	8.4	%	0.8	%
Spain				n/a		7.8	%	10.3	%	1.5	%
Poland	Value in use	Internal plan	Discounted cash	n/a		8.0	%	9.4	%	2.0	%
Enterprise			flow	n/a		8.5	%	11.7	%	0.5	%
Mobile Financial Services				13.0	%	n/a		n/a		2.1	%
Romania				n/a		n/a		n/a		n/a
Belgium/ Luxembourg	Fair value	n/a	n/a	n/a		n/a		n/a		n/a

December 31, 2022	Basis of	Used	Methodology	Cost of		Discount rate				Perpetuity
	recoverable	source		equity		Post-tax		Pre-tax		growth rate
	amount
France				n/a		6.3	%	8.4	%	0.8	%
Spain				n/a		7.5	%	10.0	%	1.5	%
Poland				n/a		7.8	%	9.1	%	2.0	%
Enterprise	Value in use	Internal plan	Discounted cash	n/a		6.8	%	9.2	%	0.5	%
Romania			flow	n/a		10.5	%	11.8	%	2.5	%
Belgium				n/a		7.0	%	8.8	%	0.8	%
Mobile Financial Services				12.3	%	n/a		n/a		2.0	%
Côte d'Ivoire / Burkina Faso / Liberia	Fair value	n/a	n/a	n/a		n/a		n/a		n/a

December 31, 2021	Basis of	Used	Methodology	Cost of		Discount rate				Perpetuity
	recoverable	source		equity		Post-tax		Pre-tax		growth rate
	amount
France				n/a		5.8	%⁽¹⁾	7.6	%	0.8	%
Spain				n/a		6.8	%	8.4	%	1.5	%
Poland	Value in use	Internal plan	Discounted cash	n/a		7.3	%	8.5	%	1.5	%
Enterprise			flow	n/a		8.3	%	11.1	%	0.3	%
Romania				n/a		7.0	%	7.9	%	2.5	%
Belgium/Luxembourg	Fair value	n/a	n/a	n/a		n/a		n/a		n/a

(1)

The post-tax discount rate for France included a corporate tax reduction of 25.83% since 2022.

The work done by the Group to take into account ESMA's position on the inclusion of leases (IFRS 16) in impairment testing (IAS 36) confirms that there is no impact on the conclusions of the Group's impairment tests at December 31, 2023.


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At December 31, 2023, the fair value of the Belgium/Luxembourg combination is defined according to the conversion ratio that would be expected in the context of the transaction for Nethys to acquire a stake in Orange Belgium by converting its stake in VOO into Orange Belgium shares (see Note 3.2).

At December 31, 2021, the fair value of the Belgium/Luxembourg combination had been defined on the basis of the conditional voluntary public tender offer for the shares of Orange Belgium, which closed on May 4, 2021 (see Note 3.2).

The Group’s listed subsidiaries are Orange Polska (Warsaw Stock Exchange), Orange Belgium (Brussels Stock Exchange), Jordan Telecom (Amman Stock Exchange), Sonatel (Regional Stock Exchange (BRVM)), and, since December 30, 2022, Orange Côte d’Ivoire (BRVM). The aggregated share of these subsidiaries, which publish their own regulated information, is less than or equal to 20% of consolidated revenues, operating income and net income excluding non-recurring transactions.

7.4 Sensitivity of recoverable amounts

Because of the correlation between operating cash flows and investment capacity, a sensitivity of net cash flows is used. As cash flows at the terminal point represent a significant portion of the recoverable amount, a change of plus or minus 10% in these cash flows is presented as a sensitivity assumption.

The cash flows are those generated by operating activities net of acquisitions and disposals of property, plant and equipment and intangible assets (including a tax expense at a standard rate, repayment of lease liabilities and debt related to financed assets, related interest expenses and excluding other interest expenses). An additional analysis was carried out on the most sensitive CGUs for which the amount of lease liabilities was material in order to confirm the absence of impairment losses or additional impairment losses.

A sensitivity analysis was carried out on the main consolidated activities or the activities most sensitive to the assumptions of the impairment tests and is presented below to enable readers of the financial statements to estimate the effects of their own estimates. Changes in cash flows, perpetual growth rates or discount rates exceeding the sensitivity levels presented have been observed in the past.


			Decrease in the discounted cash
	Increase in discount rate in	Decrease in the perpetual	flows of the terminal value in
	order for the recoverable	growth rate in order for the	order for the recoverable amount
	amount to be equal to the net	recoverable amount to be	to be equal to the net carrying
	carrying value (in basis points)	equal to the net carrying value	value (in %)
		(in basis points)
December 31, 2023
France	+134 bp	(115) bp	-25	%
Spain	+67 bp	(71) bp	-12	%
Poland	+254 bp	(295) bp	-33	%
Enterprise	+279 bp	(369) bp	-36	%
December 31, 2022
France	+139 bp	(120) bp	-26	%
Spain	+44 bp	(47) bp	-8	%
Poland	+249 bp	(272) bp	-32	%
Enterprise	+100 bp	(115) bp	-19	%
Belgium	+97 bp	(97) bp	-15	%
Sierra Leone	+50 bp	(72) bp	-6	%
December 31, 2021
France	+234 bp	(217) bp	-39	%
Spain	+19 bp	(21) bp	-4	%
Poland	+269 bp	(221) bp	-30	%
Enterprise	+1,125 bp	(1,026) bp	-83	%
Romania	+44 bp	(45) bp	-10	%

Mobile Financial Services

At December 31, 2023, the value in use of the Mobile Financial Services CGU was revised on the basis of key valuation assumptions established by local governance. The revised assumptions resulted in the identification of a negative margin, however, the impairment of fixed assets of (42) million euros recognized over the period (see Note 8.3), represents all the assets eligible for impairment under IAS 36 at December 31, 2023. Sensitivity analyses are therefore not relevant.


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Romania

At December 31, 2023, the fair value of Romania is defined on the basis of the expected merger of Orange Romania Communications (formerly Telekom Romania Communications) into Orange Romania, with the Romanian state acquiring a stake in Orange Romania (see Note 3.2). Sensitivity analyses, calculated on cash flows and financial parameters, are therefore not relevant for this CGU at December 31, 2023.

Jordan

At December 31, 2023, a sensitivity analysis was carried out on each of the following criteria, taken individually:

– 1% increase in the discount rate;

– 1% decrease in the perpetual growth rate;

– 10% decrease in terminal – year cash flows.

This sensitivity analysis identified an estimated impairment risk of up to 11% of the net value of goodwill.

Other entities not shown above individually represent less than 4% of the recoverable amount of the consolidated entities, or do not present a recoverable amount close to the net value.


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Accounting policies

Goodwill recognized as an asset in the statement of financial position comprises the excess calculated:

– either on the basis of the equity interest acquired (and for business combinations after January 1, 2010, with no subsequent changes for any additional purchases of non-controlling interests); or

– on a 100% basis, leading to the recognition of goodwill relating to non-controlling interests.

Goodwill is not amortized. It is tested for impairment at least annually and more frequently when there is an indication that it may be impaired. Thus, changes in general economic and financial trends, the different levels of resilience of the telecommunication operators with respect to the deterioration of local economic environments, changes in the market capitalization of telecommunication operators, as well as financial performance compared to market expectations represent external impairment indicators that are analyzed by the Group, together with internal performance indicators, in order to assess whether an impairment test should be performed more than once a year.

These tests are performed at the level of each Cash-Generating Unit (CGU) (or group of CGUs). These generally correspond to business segments or to each country in the Africa and Middle East region and Europe. This is reviewed if the Group changes the level at which it monitors return on investment for goodwill testing purposes.

To determine whether an impairment loss should be recognized, the carrying value of the assets and liabilities of the CGUs or groups of CGUs is compared to their recoverable amount, for which Orange uses mostly the value in use.

Value in use is estimated as the present value of the expected future cash flows. Cash flow projections are based on economic and regulatory assumptions, license renewal assumptions and sales activity and investment forecasts drawn up by the Group’s management, as follows:

– cash flow projections are based on three-to-five-year business plans and include a tax cash flow calculated as EBIT (operating income) multiplied by the statutory tax rate (excluding the impact of deferred tax and unrecognized tax loss carryforwards at the date of valuation). In the case of recent acquisitions, longer-term business plans may be used;

– post-tax cash flow projections beyond that timeframe may be extrapolated by applying a declining or flat growth rate for the next year, and then a perpetual growth rate reflecting the expected long-term growth in the market;

– post-tax cash flows are subject to a post-tax discount rate, using rates which incorporate a relevant premium reflecting a risk assessment for the implementation of certain business plans or country risks. The value in use derived from these calculations is identical to the one that would result from discounting pre-tax cash flows at pre-tax discount rates.

The key operating assumptions used to determine values in use are common across all of the Group’s business segments. Key assumptions for most CGUs include:

– key revenue assumptions, which reflect market level, penetration rate of the offers and market share, positioning of the competition’s offers and their potential impact on market price levels and their transposition to the Group’s offer bases, regulatory authority decisions on pricing of services to customers and on access and pricing of inter-operator services, technology migration of networks (e.g. extinction of copper local loops), decisions of competition authorities in terms of concentration or regulation of adjacent sectors such as cable;

– key cost assumptions, on the level of marketing expenses required to deal with the pace of product line renewals and the positioning of the competition, the ability to adjust costs to potential changes in revenues or the effects of natural attrition and employee departure plans underway;

– key assumptions on the level of capital expenditure, which may be affected by the rollout of new technologies, by decisions of regulatory authorities relating to licenses and spectrum allocation, deployment of fiber networks, mobile network coverage, sharing of network elements or obligations to open up networks to competitors.

The tested net carrying values include goodwill, land and assets with finite useful lives (property, plant and equipment, intangible assets and net working capital requirements including intra-group balances). The Orange brand, an asset with an indefinite useful life, is subject to a specific test, see Note 8.3.

If an entity partially owned by the Group includes goodwill attributable to non-controlling interests, the impairment loss is allocated between the shareholders of Orange SA and the non-controlling interests on the same basis as that on which profit or loss is allocated (i.e. ownership interest).

Impairment loss for goodwill is recorded definitively in operating income.


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Note 8 Fixed assets

8.1 Gains (losses) on disposal of fixed assets


(in millions of euros)	2023	2022	2021

Transfer price⁽¹⁾	292	347	163
Net book value of assets sold	(201)	(187)	(111)
Proceeds from the disposal of fixed assets	91	159	52

(1)	The proceeds from disposal of fixed assets is used to calculate eCAPEX. This operating performance indicator relates to acquisition of property, plant and equipment and intangible assets excluding telecommunication licenses and financed assets, net of the price of disposal of fixed assets.

8.2 Depreciation and amortization

(in millions of euros)



			Depreciation and amortization of intangible assets


			Depreciation and amortization of property, plant and equipment

Depreciation and amortization of intangible assets

(in millions of euros)


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Depreciation and amortization of property, plant and equipment

(in millions of euros)

Accounting policies

Assets are amortized to expense their cost (generally with no residual value deducted) on a basis that reflects the pattern in which their future economic benefits are expected to be consumed. The straight-line basis is usually applied. The useful lives are reviewed annually and are adjusted if current estimated useful lives differ from previous estimates. This may be the case for outlooks on the implementation of new technologies (for example, the replacement of copper local loop by optical fiber). These changes in accounting estimates are recognized prospectively.


Main assets	Depreciation period (average)
Brands acquired	Up to 15 years, except for the Orange brand with indefinite useful life
Customer bases acquired	Expected life of the commercial relationship: 3 to 21 years
Mobile network licenses	Grant period from the date when the network is technically ready and the service can be marketed
Indefeasible Rights of Use of submarine and terrestrial cables	Shorter of the expected period of use and the contractual period, generally less than 20 years
Patents	20 years maximum
Software	5 years maximum
Development costs	3 to 5 years
Buildings	10 to 30 years
Transmission and other network equipment	5 to 10 years
Copper cables, optical fiber and civil works	10 to 30 years
Computer hardware	3 to 5 years

8.3 Impairment of fixed assets


(in millions of euros)	2023	2022	2021
Mobile Financial Services⁽¹⁾	(42)	(21)	—
Poland	(5)	(2)	(11)
France	(1)	(15)	(1)
International Carriers & Shared Services	1	0	(2)
Orange Business	8	(20)	0
Other	(8)	1	(2)
Total of impairment of fixed assets	(47)	(56)	(17)

(1)In 2023, the impairment of fixed assets is the result of the freezing of some IT developments.

In 2022, the impairment of fixed assets resulted from impairment tests on Cash-Generating Units (CGUs), described in Note 7.1.

Key assumptions and sensitivity of the recoverable amount of the Orange brand

The key assumptions and sources of sensitivity used in the assessment of the recoverable amount of the Orange brand are similar to those used for the goodwill of consolidated activities (see Note 7.3), which affect the revenue base and potentially the level of brand royalties.


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Other assumptions that affect the assessment of the recoverable amount are as follows:


	December 31,		December 31,		December 31,
	2023		2022		2021
Basis of recoverable amount	Value in use		Value in use		Value in use
Used source	Internal plan		Internal plan		Internal plan
Methodology	Discounted net fees		Discounted net fees		Discounted net fees
Perpetuity growth rate	1.4	%	1.4	%	1.3	%
Post-tax discount rate	8.5	%	8.2	%	7.7	%
Pre-tax discount rate	11.0	%	10.5	%	9.8	%

The sensitivity analysis did not highlight any risk of impairment of the Orange brand.

Accounting policies

Given the nature of its assets and businesses, most of the Group’s individual assets do not generate cash inflows independent of those of the Cash-Generating Units. The recoverable amount is therefore determined at the level of the CGU (or group of CGUs) to which the assets belong, according to a method similar to that described for goodwill.

The Orange brand has an indefinite useful life and is not amortized but is tested for impairment at least annually. Its recoverable amount is assessed based on the expected contractual royalties discounted in perpetuity (and included in the business plan), less costs attributable to the brand’s owner.

8.4 Other intangible assets


	December 31, 2023				December 31,	December 31,
					2022	2021
	Gross value	Accumulated	Accumulated	Net book	Net book	Net book
		depreciation	impairment	value	value	value
		and
(in millions of euros)		amortization
Telecommunications licenses	12,891	(5,962)	(52)	6,878	6,869	6,691
Software	14,400	(9,951)	(106)	4,344	4,280	4,331
Orange brand	3,133	—	—	3,133	3,133	3,133
Other brands	1,106	(145)	(897)	65	60	69
Customer bases	5,443	(5,085)	(14)	344	246	346
Other intangible assets	2,089	(1,553)	(201)	335	358	370
Total	39,063	(22,695)	(1,269)	15,098	14,946	14,940


(in millions of euros)	2023	2022	2021
Net book value of other intangible assets - in the opening balance	14,946	14,940	15,135
Acquisitions of other intangible assets	2,365	2,678	2,842
o/w telecommunications licenses⁽¹⁾	721	1,060	926
Impact of changes in the scope of consolidation⁽²⁾	208	35	(888)
Disposals	(7)	(5)	(4)
Depreciation and amortization	(2,332)	(2,418)	(2,363)
Impairment	(48)	(33)	(40)
Translation adjustment	(69)	(245)	92
Reclassifications and other items⁽³⁾	35	(7)	165
Net book value of other intangible assets - in the closing balance	15,098	14,946	14,940

(1)	In 2023, mainly includes the purchase of 5G licenses in Belgium for 303 million euros and the 5G license in Poland for 121 million euros.

In 2022, mainly included the acquisition of the 5G licenses in Romania for 319 million euros and in Belgium for 213 million euros, and for the 2600 MHz band license in Egypt for 311 million euros.

In 2021, included the acquisition of the 5G license in Spain for 611 million euros and the renewals in France of the 2G licenses for 207 million euros and the 3G licenses for 57 million euros.

(2)	In 2023, mainly includes the effects of the acquisition of VOO for 166 million euros (see Note 3.2).

In 2021, mainly included the effects of the loss of exclusive control on Orange Concessions (see Note 3.2).

(3)	In 2021, mainly included incentive bonus fees on penetration rates and business continuity payable by the Public Initiative Networks to the local authorities for 195 million euros.

Internal costs capitalized as intangible assets

Internal costs capitalized as intangible assets include to labor expenses and amount to 423 million euros in 2023, 418 million euros in 2022, and 399 million euros in 2021.


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Information on telecommunications licenses at December 31, 2023

Orange’s principal commitments under licenses awarded are disclosed in Note 16.

To take into account the principle of technological neutrality, Orange now presents licenses by frequency band rather than by technology. As a result, the presentation of information relating to licenses was changed with effect from 2023.



(in millions of euros)	Frequency band	Gross value	Net book value	Residual useful life⁽¹⁾
France	700 MHz	960	699	11.9 to 14.6
	800 MHz	932	413	8.0 to 12.9
	900 MHz	93	67	1.3 to 7.3
	1,800 MHz	117	83	1.3 to 12.9
	2.1 GHz	343	135	1.3 to 7.6
	2.6 GHz	302	126	7.8 to 12.9
	3.4 - 3.8 GHz	876	695	11.9 to 14.6
		3,624	2,219
Spain	700 MHz	547	498	17.8
	800 MHz	474	221	7.3
	900 MHz	127	57	7.0
	2.6 GHz	102	54	7.0 to 19.4
	3.4 - 3.8 GHz	494	397	7.0 to 14.9
	Other	851	28
		2,596	1,254
Poland	800 MHz	703	334	7.1
	2.1 GHz	81	76	14.0
	3.4 - 3.8 GHz	126	126	15.0
	Other	217	58
		1,127	594
Morocco	900 MHz	742	122	7.2
	Other	214	118
		956	241
Romania	700 MHz	136	131	24.0
	900 MHz	173	50	5.3
	1,500 MHz	62	60	24.0
	3.4 - 3.8 GHz	120	120	22.0
	Other	417	136
		909	497
Egypt	2.1 GHz	237	132	7.8
	2.6 GHz	294	283	10.1
	Other	311	65
		842	481
Belgium	700 MHz	146	137	18.7
	800 MHz	138	75	10.9
	900 MHz	83	79	19.0
	1,400 MHz	89	87	19.6
	2.1 GHz	82	78	19.0
	3.4 - 3.8 GHz	67	62	16.3
	Other	75	56
		680	573
Jordan	900 MHz	196	71	25.4
	2.6 GHz	68	51	29.4 to 34.8
	3.4 - 3.8 GHz	64	62	24.2
	Other	190	71
		518	255
Other countries		1,639	762
Total		12,891	6,878

(1)	In number of years, at December 31, 2023.

Main telecommunication licenses obtained or renewed in 2023

– Orange Belgium obtained 303 million euros of licenses on the 900 MHz, 1,400 MHz, 1,800 MHz and 2,100 MHz frequency bands. This purchase resulted in the recognition of an intangible asset of 303 million euros after the auctions in 2022.

– Orange Egypt obtained 113 million euros on the 2.6 GHz frequency band. This purchase resulted in the recognition of an intangible asset of 113 million euros.

– Orange Polska obtained 121 million euros on the 3.4 GHz – 3.8 GHz frequency band. This purchase resulted in the recognition of an intangible asset of 121 million euros.

– Sonatel obtained 53 million euros on the 700 MHz and 3.4 GHz – 3.8 GHz frequency bands. This purchase resulted in the recognition of an intangible asset of 53 million euros.


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Accounting policies

Intangible assets mainly consist of acquired brands, acquired customer bases, telecommunications licenses and software, as well as operating rights granted under certain concession agreement.

Intangible assets are initially recognized at acquisition or production cost. The payments indexed to revenue, especially for some telecommunications licenses, are expensed in the relevant periods.

The operating rights granted under certain concession arrangements are recognized in other intangible assets and correspond to the right to charge users of the public service (see Note 4.1).


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8.5 Property, plant and equipment


	December 31, 2023				December 31,	December 31,
					2022	2021
(in millions of euros)	Gross value	Accumulated	Accumulated	Net book	Net book	Net book
		depreciation	impairment	value	value	value
		and
		amortization
Networks and devices	104,303	(74,208)	(388)	29,707	28,088	27,155
Land and buildings	8,302	(5,783)	(230)	2,289	2,299	2,117
IT equipment	3,767	(3,001)	(2)	763	793	784
Other property, plant and equipment	1,739	(1,299)	(6)	434	460	428
Total property, plant and equipment	118,111	(84,291)	(627)	33,193	31,640	30,484

Networks and devices are broken down as follows:

Fixed-access networks	Mobile access networks	Core & Transmission networks
			Customer Devices & Equipment


(in millions of euros)	2023	2022	2021
Net book value of property, plant and equipment - in the opening balance	31,640	30,484	29,075
Acquisitions of property, plant and equipment	5,698	6,329	5,947
o/w financed assets	233	229	40
Impact of changes in the scope of consolidation ⁽¹⁾	1,142	262	130
Disposals and retirements	(192)	(181)	(102)
Depreciation and amortization	(5,109)	(4,725)	(4,796)
o/w fixed assets ⁽²⁾	(4,980)	(4,618)	(4,712)
o/w financed assets	(129)	(107)	(84)
Impairment	1	(23)	(5)
Translation adjustment	13	(291)	129
Reclassifications and other items ⁽³⁾	1	(216)	105
Net book value of property, plant and equipment - in the closing balance	33,193	31,640	30,484

(1)In 2023, mainly includes the effects of the acquisition of VOO for 1,132 million euros (see Note 3.2).

In 2022, included 261 million euros for the purchase price allocation of Telekom Romania Communications (see Note 3.2).

In 2021, mainly related to the effects of the acquisition of Telekom Romania Communications and the loss of exclusive control on the FiberCo in Poland (see Note 3.2).

(2)	Includes the effect of extending the amortization period for the copper network in France from 2022, resulting in a reduction in depreciation and amortization of around 130 million euros from 2022.

(3)In 2022, mainly included the effect of the increase in discount rates on dismantling assets (see Note 8.7).

Financed assets

Financed assets include at December 31, 2023 the set-up boxes in France financed by an intermediary bank: they meet the standard criterion of a tangible asset according to IAS 16. The associated payables to these financed assets are presented in financial liabilities and are included in the definition of the net financial debt (see Note 13.3)

Internal costs capitalized as property, plant and equipment

Internal costs capitalized as property, plant and equipment mainly include labor expenses and amount to 365 million euros in 2023, 400 million euros in 2022, and 450 million euros in 2021.

Accounting policies

Property, plant and equipment is made up of tangible fixed assets and financed assets. It mainly comprises network facilities and equipment.


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The gross value of property, plant and equipment is made up of its acquisition or production cost, which includes study and construction fees as well as enhancement costs that increase the capacity of equipment and facilities. Maintenance and repair costs are expensed as incurred, except where they serve to increase the asset’s productivity or extend its useful life.

The cost of property, plant and equipment also includes the estimated cost of dismantling and removing the fixed asset and restoring the site where it was located under the obligation incurred by the Group.

The roll-out of assets by stage, particularly network assets, in the Group’s assessment, does not generally require a substantial period of preparation. As a result, the Group does not generally capitalize the interest expense incurred during the construction and acquisition phase for its property, plant and equipment and intangible assets.

In France, the regulatory framework governing the fiber optic network roll-out (Fiber To The Home – FTTH) organizes the access by commercial operators to the last mile of networks rolled out by another operator on a co-funding basis (ab initio or a posteriori) or through a line access. The sharing of rights and obligations between the various operators co-financing the last mile of networks is classified as a joint operation in accordance with IFRS 11 “Partnerships”: Orange only recognizes in its assets the portions (built or acquired) in networks that it has co-financed or built.

The Group has entered into network sharing arrangements with other mobile operators on a reciprocal basis, which may cover passive infrastructure sharing, active network and even spectrum equipment.

8.6 Fixed assets payables


(in millions of euros)	2023	2022	2021
Fixed assets payable - in the opening balance	4,581	4,481	4,640
Business related variations	(45)	124	(206)
o/w telecommunication licences payable⁽¹⁾	214	51	143
Changes in the scope of consolidation⁽²⁾	9	—	(199)
Translation adjustment	(15)	(54)	31
Reclassifications and other items⁽³⁾	4	30	216
Fixed assets payable - in the closing balance	4,534	4,581	4,481
o/w long-term fixed assets payable	1,608	1,480	1,370
o/w short-term fixed assets payable	2,926	3,101	3,111

(1)	In 2023, includes 85 million euros for the acquisition of the 5G license in Belgium and 77 million euros for the acquisition of the 5G license in Poland.

In 2022, included 241 million euros relating to the acquisition of the 5G license in Romania, and (153) million euros paid out for 5G licenses in France.

In 2021, included 192 million euros relating to the acquisition of 5G in Spain and (150) million euros paid out for the 5G license in France.

(2)	In 2021, included (241) million euros resulting from the loss of exclusive control on Orange Concessions (see Note 3.2).

(3)	In 2021, mainly included incentive bonus fees on penetration rates and business continuity payable by the Public Initiative Networks to the local authorities for 195 million euros.

Accounting policies

These payables are generated from trading activities. The payment terms may be over several years in the case of infrastructure roll-out and license acquisition. Payables due in more than 12 months are presented in non-current items. Trade payables without specified interest rates are measured at par value if the interest component is negligible. Interest-bearing trade payables are recognized at amortized cost.

Trade payables also include payables that the supplier may have disposed of, with or without notifying financial institutions, in a direct or reverse factoring arrangement (see Note 5.6).

Firm commitments to purchase fixed assets are presented as unrecognized contractual commitments (see Note 16), net of any down payments which are recorded as down payments on fixed assets.


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8.7 Dismantling provisions

Asset dismantling obligations mainly relate to the restoration of mobile telephony antenna sites, the treatment of telephone poles, management of waste electrical and electronic equipment and the dismantling of telephone booths.


(in millions of euros)	2023	2022	2021
Dismantling provisions - in the opening balance	696	897	901
Provision reversal with impact on income statement	—	—	—
Discounting with impact on income statement	23	36	11
Utilizations without impact on income statement	(29)	(20)	(18)
Changes in provision with impact on assets⁽¹⁾	35	(221)	3
Changes in the scope of consolidation	2	—	—
Translation adjustment	11	(5)	—
Reclassifications and other items	—	10	—
Dismantling provisions - in the closing balance	738	696	897
o/w non-current provisions	698	670	876
o/w current provisions	40	26	21

(1)In 2023 and 2022, mainly includes the effect of the increase in discount rates.

Accounting policies

The Group has an obligation to dismantle installed technical equipment and restore the technical sites it occupies.

When the obligation arises, a dismantling asset is recognized against a dismantling provision.

The provision is based on dismantling costs (on a per-unit basis for telephone poles, devices and telephone booths, and on a per-site basis for mobile antennas) incurred by the Group to meet its environmental commitments over the asset dismantling and site restoration planning. The provision is assessed on the basis of the identified costs for the current fiscal year, extrapolated for future years using the best estimate that will allow the obligation to be settled. This estimate is reviewed annually and the provision is adjusted where necessary against the dismantling asset recognized and the underlying assets, if any. The provision is discounted at a rate set by geographical area corresponding to the average risk-free rate of a 15-year government bond.

When the obligation is settled, the provision is reversed against the net carrying value of the dismantling asset and the net carrying value of the underlying assets if the dismantling asset is less than the financial provision reversal.

Note 9 Lease agreements

In the course of its activities, the Group regularly enters into leases as a lessee. These leases are divided between the following asset categories:

− Land and buildings;

− Networks and devices;

− IT equipment;

− Other.

Accounting policies

The mandatory IFRS 16 “Leases,” has been applied within the Group since January 1, 2019.

IFRS 16 defines a lease as a contract that conveys to the lessee the right to control the use of an identified asset. All leases are recognized in the balance sheet as an asset reflecting the right to use the leased assets and a corresponding liability reflecting the related lease obligations (see Notes 9.1 and 9.2). In the income statement, amortization of right-of-use assets (see Note 9.1) is presented separately from interest on lease liabilities. In the statement of cash flows, cash outflows relating to interest expenses impact cash flows provided by operating activities, while principal repayments on lease liabilities impact cash flows related to financing activities.

For the lessor, assets subject to leases must be presented in the balance sheet according to the nature of the asset and the associated lease revenues as income on a straight-line basis over the lease term.

When the Group carries out a transaction categorized as sale and leaseback in accordance with IFRS 16, a right-of-use asset is recognized in proportion to the previous carrying value of the asset corresponding to the right-of-use asset retained to offset a lease liability. Gains (losses) on disposal of fixed assets are recognized in the income statement in proportion to the rights actually transferred to the buyer-lessor. The adjustment of the gains (losses) on disposal recognized in the income statement for the share on which the Group retains its user rights via the lease corresponds to the difference between the right-of-use asset and the lease liability recognized in the balance sheet.

Finally, the Group applies the two exemptions provided for in IFRS 16, i.e. leases with a term of 12 months or less that are not automatically renewable and those where the replacement value of the underlying asset is less than approximately 5,000 euros. Leases covered by either of these two exemptions are presented in off-balance sheet commitments and an expense is recognized in “external purchases” in the income statement.

The Group classifies as a lease a contract that confers to the lessee the right to control the use of an identified asset for a given period, including a service contract if it contains a lease component.


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The Group has defined 4 major categories of leases:

− Land and buildings: these leases mainly concern commercial (point of sale) or service activity (offices and headquarters) leases, as well as leases of technical buildings not owned by the Group. Real-estate leases entered into in France generally have long terms (nine-year commercial leases with early termination options after three and six years, known as “3/6/9 leases”) (see Note 9.2). However, depending on the geographical location of the leases, their legal term may vary and the Group may be required to adopt a specific enforceable period taking into account the local legal and economic environment;

− Networks and devices: the Group is required to lease a certain number of assets in connection with its mobile activities. This is notably the case for land for antenna installation, mobile sites leased from third-party operators and certain “TowerCos” contracts (companies operating telecom masts). Leases are also entered into as part of fixed-line network activities. These leases mainly concern access to the local loop where the Orange group is a market challenger (full or partial unbundling), as well as the lease of land transmission cables;

− IT equipment: this asset category primarily comprises leases for servers and hosting space in data centers;

− Other: this asset category primarily comprises leases for vehicles and technical equipment.

9.1 Right-of-use assets


(in millions of euros)	December 31, 2023				December 31, 2022	December 31, 2021
	Gross value	Accumulated	Accumulated	Net book	Net book value	Net book value
		depreciation	impairment	value
		and
		amortization
Land and buildings	8,574	(3,704)	(446)	4,424	4,667	4,930
Networks and devices⁽¹⁾	5,112	(1,590)	—	3,522	3,049	2,516
IT equipment	132	(73)	—	59	59	55
Other	385	(215)	—	170	161	201
Total right-of-use assets	14,203	(5,582)	(446)	8,175	7,936	7,702

(1)	The increase in right-of-use assets includes the effect of the development of a secondary market for co-financed and leased lines.


(in millions of euros)	2023	2022	2021
Net book value of right-of-use assets - in the opening balance	7,936	7,702	7,009
Increase (new right-of-use assets)⁽¹⁾	1,317	1,930	2,172
Changes in the scope of consolidation	30	—	34
Depreciation and amortization	(1,522)	(1,507)	(1,481)
Impairment ⁽²⁾	(69)	(54)	(91)
Changes in the assessments	472	(49)	74
Translation adjustment	10	(35)	46
Reclassifications and other items	1	(52)	(62)
Net book value of right-of-use assets - in the closing balance	8,175	7,936	7,702

(1)	In 2021, included the right-of-use assets related to the new headquarters of the Orange group (Bridge) in France for 294 million euros.

(2)	Impairment losses on right-of-use assets mainly concern real estate leases classified as onerous contracts.

Depreciation and amortization of right-of-use assets

In 2023, the rental expense recognized in external purchases in the income statement amounts to (111) million euros, compared with (134) million euros in 2022 and (147) million euros in 2021 (see Note 5.1). It includes lease payments on contracts of 12 months or less which are not automatically renewable, contracts where the new value of the underlying asset is less than 5,000 euros, and variable lease payments which were not taken into account in the measurement of the lease liability.


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Accounting policies

A right-of-use asset is recognized in assets, with a corresponding lease liability (see Note 9.2). This right-of-use asset is equal to the amount of the lease liability, plus any direct costs incurred under certain leases, such as fees, lease negotiation expenses or administration costs, and less rent-free period liabilities and lessor financial contributions.

This right-of-use asset is depreciated in the income statement on a straight-line basis over the lease term chosen by the Group, in accordance with the lease terms defined in IFRS 16.

Work performed by the lessee and modifications to the leased asset, as well as guarantee deposits, are not components of the right-of-use asset and are recognized in accordance with other standards.

9.2 Lease liabilities


(in millions of euros)	2023	2022	2021
Lease liabilities - in the opening balance	8,410	8,065	7,371
Increase with counterpart in right-of-use	1,289	1,915	2,158
Changes in the scope of consolidation	30	1	34
Decrease in lease liabilities following rental payments	(1,645)	(1,514)	(1,624)
Changes in the assessments	493	(43)	74
Translation adjustment	1	(29)	47
Reclassifications and other items	(10)	16	4
Lease liabilities - in the closing balance	8,568	8,410	8,065
o/w non-current lease liabilities	7,099	6,901	6,696
o/w current lease liabilities	1,469	1,509	1,369

The following table details the undiscounted future cash flows of lease liabilities as known at December 31, 2023:


(in millions of euros)	Total	2024	2025	2026	2027	2028	2029 and
							beyond
Undiscounted lease liabilities	9,658	1,618	1,492	1,248	1,090	952	3,257

Accounting policies

The Group recognizes a liability (i.e. a lease liability) at the date the underlying asset is made available. This lease liability is equal to the present value of fixed and in-substance fixed payments not paid at that date, plus any amounts that Orange is reasonably certain to pay at the end of the lease, such as the exercise price of a purchase option (where it is reasonably certain to be exercised), or penalties payable to the lessor for terminating the lease (where termination is reasonably certain).

The Group only takes the lease component of the contract into account when measuring the lease liability. For certain asset classes where leases include both service and lease components, the Group may recognize a single contract, classified as a lease (i.e. without distinguishing between the service and lease components).

Orange systematically determines the lease term as the period during which leases cannot be terminated, plus periods covered by any extension options that the lessee is reasonably certain to exercise and any termination options that the lessee is reasonably certain not to exercise. In the case of “3/6/9” leases in France, the term adopted is assessed on a contract-by-contract basis.

The term is also defined taking into account any laws and practices specific to each jurisdiction or business sector regarding firm lease commitment terms granted by lessors. The Group nonetheless assesses the enforceable term, based on the circumstances of each lease, taking into account certain indicators such as the existence of significant penalties in the event of termination by the lessee. To determine the length of this enforceable period, the Group considers the economic importance of the leased asset and the assumptions made in its strategic plan.

When non-removable leasehold improvements have been made to leased assets, the Group assesses, on a case-by-case basis, whether these improvements provide an economic benefit when determining the enforceable term of the lease.

When a lease includes a purchase option, the Group considers the enforceable term to be equal to the useful life of the underlying asset where the Group is reasonably certain to exercise the purchase option.

For each lease, the discount rate used is determined based on the yield on government bonds in the lessee country, taking into account the term and currency of the lease, plus the Group’s credit spread.


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After the lease commencement date, the amount of the lease liability may be reassessed to reflect changes introduced by the following main cases:

− a change in term resulting from a contract amendment or a change in the assessment of the reasonable certainty that a renewal option will be exercised or a termination option will not be exercised;

− a change in the amount of lease payments, for example following the application of a new index or rate in the case of variable payments;

− a change in the assessment of whether a purchase option will be exercised;

− any other contractual change, for example a change to the scope of the lease or its underlying asset.

Note 10 Taxes

10.1 Operating taxes and levies

Although comprising a directly identifiable counterpart, the periodic spectrum fees are presented within the operating taxes and levies as they are set by and paid to States and local authorities.

10.1.1 Operating taxes and levies recognized in profit or loss


(in millions of euros)	2023	2022	2021
Territorial Economic Contribution, IFER and similar taxes	(559)	(642)	(652)
Spectrum fees	(374)	(373)	(360)
Levies on telecommunication services	(314)	(333)	(329)
Other operating taxes and levies	(547)	(534)	(586)
Total	(1,794)	(1,882)	(1,926)

The 2023 French Finance Act has enacted the reduction of the applicable rate of the contribution on the added value of companies (Cotisation sur la Valeur Ajoutée des Entreprises (CVAE)) in France, from January 1, 2023, with the aim of eliminating this tax by 2027. The applicable rate for this tax will be gradually reduced over 4 years. It was reduced from 0.75% to 0.375% for 2023.

The Territorial Economic Contribution (Contribution Economique Territoriale (CET)) of Orange SA fell by 109 million euros in 2023 compared with 2022, mainly due to its main component, the contribution on the added value of companies (CVAE).

The breakdown of operating taxes and levies per geographical area is as follows:

(in millions of euros)

France

Africa and Middle East

Spain

Other subsidiaries


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10.1.2 Operating taxes and levies in the statement of financial position


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Value Added Tax (VAT)	1,111	1,114	1,025
Other operating taxes and levies	122	151	138
Operating taxes and levies - receivables	1,233	1,265	1,163
Value added tax (VAT)	(743)	(687)	(682)
Territorial Economic Contribution, IFER and similar taxes	(109)	(96)	(89)
Spectrum fees	(21)	(19)	(18)
Levies on telecommunication services	(132)	(107)	(143)
Other operating taxes and levies	(479)	(496)	(504)
Operating taxes and levies - payables	(1,483)	(1,405)	(1,436)
Operating taxes and levies - net	(251)	(140)	(273)

Changes in operating taxes and levies


(in millions of euros)	2023	2022	2021
Net tax liabilities and operating taxes and levies - in the opening balance	(140)	(273)	(175)
Operating taxes and levies recognized in profit or loss	(1,794)	(1,882)	(1,926)
Operating taxes and levies paid⁽¹⁾	1,680	1,906	1,914
Changes in the scope of consolidation⁽²⁾	(33)	—	(67)
Translation adjustment	21	42	(19)
Reclassifications and other items	16	68	(1)
Net tax liabilities and operating taxes and levies - in the closing balance	(251)	(140)	(273)

(1)	In 2021, included the reclassification in the consolidated statement of cash flows of 34 million euros as investing activities corresponding to the VAT disbursement by Orange Polska in connection with the loss of exclusive control on the FiberCo in Poland (see Note 3.2).

(2)	In 2023, includes mainly the acquisition of VOO.

In 2021, included the losses of exclusive control on Orange Concessions in France and on the FiberCo in Poland.

Accounting policies

Value Added Tax (VAT) receivables and payables correspond to the VAT collected or deductible from various states. Collections and remittances to states have no impact on the income statement.

In the normal course of business, the Group regularly deals with differences of interpretation of tax law with the tax authorities, which can lead to tax reassessments or tax disputes.

Operating taxes and levies are measured by the Group at the amount expected to be paid or recovered from the tax authorities of each country, based on its interpretation with regard to the application of tax legislation. The Group calculates its tax assets and liabilities (including provisions) based on the technical merits of the positions it defends versus the tax authorities.


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10.2 Income taxes

10.2.1 Income tax expense


(in millions of euros)	2023	2022	2021
Orange SA tax group	(243)	(541)	3
• Current tax	(150)	(417)	(129)
• Deferred tax	(92)	(124)	133
Spanish tax group	6	50	(115)
• Current tax	1	—	—
• Deferred tax	5	50	(115)
Africa & Middle East	(552)	(528)	(431)
• Current tax	(544)	(536)	(420)
• Deferred tax	(9)	8	(11)
United Kingdom	(103)	(74)	(264)
• Current tax	(104)	(75)	(76)
• Deferred tax	1	1	(188)
Other subsidiaries	20	(172)	(156)
• Current tax	(178)	(140)	(125)
• Deferred tax⁽¹⁾	198	(32)	(31)
Total Income taxes	(871)	(1,265)	(962)
Current tax	(975)	(1,168)	(750)
Deferred tax	103	(97)	(212)

(1)	In 2023, includes a deferred tax income of 190 million euros recognized for Belgian subsidiaries (other than the Orange Belgium group) to reflect the favorable effect of the change in business projections for the recoverability of deferred tax assets.


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The breakdown of current tax by geographical area or by tax group is as follows:

(in millions of euros)

Orange SA tax group

Current tax expense

The current tax expense reflects the requirement to pay income tax calculated on the basis of taxable income.

In 2023, the reduction in the current tax expense is due in particular to changes in the income of entities in the French tax group.

In 2022, the applicable corporate tax rate in France had declined from 28.41% to 25.83%. This decline in the corporate tax rate resulted in a reduction in the current tax expense of 35 million euros in 2022.

In 2021, the current tax expense included a tax income resulting from the reassessment of an income tax charge booked in periods prior to those presented in the amount of 376 million euros.

Deferred tax expense

Deferred taxes are recorded at the tax rate applicable at the time of their reversal, i.e. 25.83%.

In 2021, the deferred tax expense included a deferred tax income of 316 million euros related to the recognition of an employee benefit liability for the French part-time for seniors plans (Temps Partiel Seniors – TPS).

Spanish tax group

Current tax expense

The corporate tax rate applicable is 25% for all fiscal years presented. The current income tax expense mainly represents the obligation to pay a minimum level of tax calculated on the basis of 75% of taxable income due to the 25% limit on the use of available tax loss carryforwards. This tax expense may then be reduced by the use of tax credits.

A temporary measure was introduced in the Corporate Income Tax Law applicable in 2023 for the determination of the year tax base under the tax consolidation regime. This measure limits to 50% the allocation of the individual negative tax bases generated by the entities that compose the Group. The 50% not allocated may be used in the following ten years, in equal parts.

In 2023, as in 2021, the Spanish tax group is profitable. The use of tax credits explains the absence or the low current tax expense recognized for the fiscal years.

In 2022, the Spanish tax group was in deficit, which explained the absence of current tax expense recognized for the fiscal year.

Deferred tax expense

In 2022 and 2023, deferred tax incomes of respectively 53 million euros and 30 million euros were recognized, to reflect the favorable effect of the change in business projections for the recoverability of deferred tax assets.

In 2021, a deferred tax expense was recognized for (162) million euros, to reflect the negative impact of the unfavorable developments in business plans on the recoverable amount of deferred tax assets.

Africa & Middle East

The main contributors to the income tax expense are the entities of the group operating in Guinea, Mali, Côte d’Ivoire and Senegal:

− in Guinea, the corporate tax rate is 35% and the current tax expense amounts to (110) million euros in 2023, (94) million euros in 2022 and (63) million euros in 2021;

– in Mali, the corporate tax rate is 30% and the current tax expense amounts to (75) million euros in 2023, (64) million euros in 2022 and (67) million euros in 2021;


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– in Côte d’Ivoire, the corporate tax rate is 30% and the current tax expense amounts to (74) million euros in 2023, (86) million euros in 2022 and (91) million euros in 2021;

– in Senegal, the corporate tax rate is 30% and the current tax expense amounts to (58) million euros in 2023, (55) million euros in 2022 and (53) million euros in 2021.

United Kingdom

Current tax expense

The applicable corporate tax rate in the United Kingdom increased from 19% in 2022 to 25% from 2023. This increase in the corporate tax rate results in an increase in the current tax expense of (20) million euros in 2023.

The current tax expense primarily reflects the taxation of activities related to the Orange brand.

Deferred tax expense

In 2021, the corporate tax rate increase to 25% applicable from 2023 was passed (compared with 19% before). The deferred tax expense for the fiscal year therefore included an increase of (188) million euros in deferred tax liabilities recognized on the Orange brand.

Other subsidiaries

Deferred tax expense

In 2023, a deferred tax income of 190 million euros has been recognized for Belgian subsidiaries (other than the Orange Belgium group), to reflect the favorable effect of the change in business projections for the recoverability of deferred tax assets.

Group tax proof


(in millions of euros)	Note	2023		2022		2021
Profit before tax		3,763		3,882		1,740
Statutory tax rate in France		25.83	%	25.83	%	28.41	%
Theoretical income tax		(972)		(1,003)		(494)
Reconciling items :
Impairment of goodwill ⁽¹⁾	7.1	—		(211)		(1,052)
Impact related to the loss of exclusive control on Orange Concessions		—		—		557
Share of profits (losses) of associates and joint ventures		(8)		—		1
Adjustment of prior-year taxes		8		(13)		(23)
Recognition / (derecognition) of deferred tax assets⁽²⁾		190		83		(149)
Difference in tax rates ⁽³⁾		(27)		10		85
Change in applicable tax rates ⁽⁴⁾		—		—		(235)
Other reconciling items⁽⁵⁾		(62)		(130)		348
Effective income tax		(871)		(1,265)		(962)
Effective tax rate (ETR)		23.16	%	32.59	%	55.31	%

(1)	Reconciliation effect calculated based on the tax rate applicable to the parent company of the Group. The difference in tax rates between the parent company and the subsidiary locally is presented below in “Difference in tax rates.”

In 2021 and 2022, the impairment losses recorded on goodwill generated a reconciliation effect at the Group tax rate of (1,052) million euros and (211) million euros, respectively. Excluding these effects, the Group ETR was 17.7% in 2021 and 26.9% in 2022.

(2)	In 2023, deferred tax incomes of respectively 190 million euros and 30 million euros have been recognized for Belgian subsidiaries (other than the Orange Belgium group) and in Spain, to reflect the favorable effect of the change in business projections for the recoverability of deferred tax assets.

In 2021, a deferred tax expense was recognized in Spain for (162) million euros, to reflect the negative impact of the unfavorable developments in business plans on the recoverable amount of deferred tax assets.

(3)	The Group is present in jurisdictions in which tax rates are different from the French tax rate, mainly in Guinea (tax rate of 35%), in Poland (tax rate of 19%), in Senegal (tax rate of 30%), in Mali (tax rate of 30%) and in Côte d'Ivoire (tax rate of 30%).

(4)	Takes into account the remeasurement of deferred tax following tax legislation introducing changes in tax rates, as well as the impact of recognizing deferred tax in the period at tax rates different from the rate applicable in the current fiscal year.

(5)	In 2021, included a tax income resulting from the reassessment of an income tax expense booked in periods prior to those presented.

10.2.2 Income tax on other comprehensive income


(in millions of euros)	2023		2022		2021
	Gross	Deferred	Gross	Deferred	Gross	Deferred
	amount	tax	amount	tax	amount	tax
Actuarial gains and losses on post-employment benefits	(96)	20	176	(47)	59	(14)
Assets at fair value	5	—	(112)	—	11	—
Cash flow hedges	(269)	66	295	(70)	317	(84)
Translation adjustment	(28)	—	(374)	—	200	—
Other comprehensive income of associates and joint ventures	(12)	—	51	—	1	—
Total presented in other comprehensive income	(400)	86	37	(117)	587	(98)


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10.2.3 Tax position in the statement of financial position


	December 31, 2023			December 31, 2022			December 31, 2021
(in millions of euros)	Assets	Liabi-lities	Net	Assets	Liabi-lities	Net	Assets	Liabi-lities	Net
Orange SA tax group
• Current tax	59	—	59	—	31	(31)	26	—	26
• Deferred tax	123	—	123	135	—	135	362	—	362
Spanish tax group
• Current tax	9	—	9	1	—	1	13	—	13
• Deferred tax ⁽¹⁾	—	156	(156)	—	161	(161)	—	211	(211)
Africa & Middle East
• Current tax	92	343	(251)	68	395	(327)	62	328	(266)
• Deferred tax	134	59	75	128	58	70	127	93	34
United Kingdom
• Current tax	—	—	—	2	—	2	—	5	(5)
• Deferred tax ⁽²⁾	—	785	(785)	—	786	(786)	—	787	(787)
Other subsidiaries
• Current tax	80	117	(37)	77	112	(34)	80	92	(12)
• Deferred tax ⁽³⁾	341	143	198	157	120	38	202	94	109
Total
• Current tax	240	460	(220)	149	538	(389)	181	425	(244)
• Deferred tax	598	1,143	(545)	421	1,124	(704)	692	1,185	(493)

(1)	The recognized deferred tax assets are offset by deferred tax liabilities on goodwill which is tax deductible.

(2)	Mainly deferred tax liabilities on the Orange brand.

(3)	In 2023, a deferred tax asset of 190 million euros has been recognized for Belgian subsidiaries (other than the Orange Belgium group), to reflect the favorable effect of the change in business projections for the recoverability of deferred tax assets.

Change in net current tax


(in millions of euros)	2023	2022	2021
Net current tax assets/(liabilities) - in the opening balance	(389)	(244)	(545)
Cash tax payments/(reimbursements)⁽¹⁾⁽²⁾	1,133	1,022	1,028
Change in income statement⁽²⁾	(975)	(1,168)	(750)
Change in retained earnings⁽³⁾	6	(2)	29
Changes in the scope of consolidation	(13)	—	1
Translation adjustment	6	2	(7)
Reclassifications and other items	11	1	—
Net current tax assets/(liabilities) - in the closing balance	(220)	(389)	(244)

(1)	In 2022 and 2023, includes tax payments / (reimbursements) related to the loss of exclusive control on the FiberCo in Poland, reclassified in investing activities in the consolidated statement of cash flows.

(2)

In 2021, included disbursements and tax expenses on gains arising from the losses of exclusive control on Orange Concessions in France and on the FiberCo in Poland, of 47 million euros and 27 million euros respectively, reclassified in investing activities in the consolidated statement of cash flows.

(3)	Mainly corresponds to the tax effect of the remeasurement of the portion of subordinated notes denominated in foreign currency (until 2022) and the tax effects of transaction costs and premium paid related to the refinancing of subordinated notes.

Change in net deferred tax


(in millions of euros)	2023	2022	2021
Net deferred tax assets/(liabilities) - in the opening balance	(704)	(493)	(181)
Change in income statement	103	(97)	(212)
Change in other comprehensive income	86	(117)	(98)
Change in retained earnings	—	—	5
Change in the scope of consolidation⁽¹⁾	(51)	(21)	(1)
Translation adjustment	20	25	(5)
Reclassifications and other items	1	—	(1)
Net deferred tax assets/(liabilities) - in the closing balance	(545)	(704)	(493)

(1)	In 2023, mainly corresponds to the acquisition of VOO.


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Deferred tax assets and liabilities by type


	December 31, 2023			December 31, 2022			December 31, 2021
			Income			Income			Income
(in millions of euros)	Assets	Liabilities	state-ment	Assets	Liabilities	state-ment	Assets	Liabilities	state-ment
Provisions for employee benefit obligations	747	—	46	679	—	22	705	—	218
Fixed assets	477	1,603	(32)	465	1,481	(75)	528	1,476	(218)
Tax loss carryforwards	4,037	—	(21)	3,935	—	20	3,958	—	37
Other differences	2,717	3,216	(84)	2,658	3,168	(145)	2,673	2,960	(76)
Deferred tax	7,978	4,819	(90)	7,736	4,649	(178)	7,865	4,436	(38)
Depreciation of deferred tax assets	(3,704)	—	193	(3,791)	—	80	(3,922)	—	(174)
Netting	(3,676)	(3,676)	—	(3,525)	(3,525)	—	(3,251)	(3,251)	—
Total	598	1,143	103	421	1,124	(97)	692	1,185	(212)

At December 31, 2023, tax loss carryforwards mainly relate to Spain and Belgium.

At December 31, 2023, the unrecognized deferred tax assets mainly relate to Spain for 2.1 billion euros and Belgian subsidiaries (other than the Orange Belgium group) for 0.6 billion euros, and mostly include tax losses that can be carried forward indefinitely.

In Spain, tax loss carryforwards for which a deferred tax asset has been recognized are expected to be fully utilized by 2028, unless affected by changes in current tax rules and changes in business projections. The deferred tax assets recognized for Spain amount to 0.5 billion euros at December 31, 2023.

The deferred tax assets recognized for Belgium amount to 0.3 billion euros at December 31, 2023.

Most of the other tax loss carryforwards for which no deferred tax assets have been recognized will expire beyond 2028.

10.3 Developments in tax disputes and audits

Developments in tax disputes and audits in France

Tax audits

Orange SA was the subject of several tax audits for the years 2017–2018 and 2019–2020, for which the tax adjustments notified to date total approximately 535 million euros (including default penalties and interest). These adjustments mainly relate to the calculation of VAT on digital offerings, tax on electronic communication services on these same digital offerings, research tax credit, tax on television services, a portion of brand royalties paid by Orange SA to the UK company Orange Brand Services Ltd for reasons similar to the adjustments notified during the previous audits, as well as the inclusion in the tax base of income from the sale of equipment in 2019 and 2020, and the reassessment of previous tax loss carryforwards used for fiscal years 2017 and 2018.

All of these adjustments are being challenged by Orange SA. In accordance with its accounting policies, the Group makes a best estimate of the risk of these adjustments based on the technical merits of the positions defended, for which the effects are non-material.

Orange SA was subject to a tax audit covering fiscal years 2015 and 2016. A tax adjustment was issued in 2019 covering the calculation of brand royalties paid by Orange SA to the UK company Orange Brand Services Ltd and deducted from its taxable income. The administration questions the inclusion of revenue from the roaming contract with Free and revenue from the fixed PSTN business. This adjustment request is being challenged by Orange SA, which has requested the opening of out-of-court proceedings and arbitration between the French and UK tax authorities, which are still ongoing. The additional tax expense would effectively result in double taxation that would fail to comply with the provisions of the Franco-British tax agreement and the European arbitration agreement.

Tax disputes

There were no major developments in other tax disputes over the period.

Developments in tax disputes and audits in the rest of the Group

In the same way as other telecom operators, the Group regularly deals with disagreements concerning the taxation of its network in various countries.

In the Democratic Republic of Congo, Orange was the subject of a tax audit for the years 2017–2019, for which the legal tax adjustments notified total approximately 146 million euros at December 31, 2023. These adjustments mainly relate to the recognition method for mobile prepaid revenue and the non-taxation of electronic money flows in third-party accounts to be transferred to end customers. All of these adjustments are being challenged by Orange RDC, which has appealed to the Finance Minister.

There were no major developments in other tax disputes and audits in the rest of the Group over the period.

10.4 International tax reform – Pillar Two

The Group has launched a working group in order to identify consequences and organize processes that will enable it to comply with this tax reform.

The Group simulated the Transitional Safe Harbour tests of the OECD based on CbCR (also known as Country-by-Country Reporting) and the Consolidated Financial Statements for 2020, 2021 and 2022. Over the three years tested, some 15 jurisdictions failed the tests, and this may vary from one fiscal year to the next. The main reasons identified were the use of tax loss carryforwards, non-taxed items that affect pre-tax profit such as capital gains on disposals and low corporate tax rates (below 15%) in some jurisdictions where the Group operates.

Given the current progress of the work done by the Group and the regulations of the countries in which the Group operates, the financial consequences are expected to be limited (see Note 2.3.4).


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Accounting policies

Current income tax and deferred tax are measured by the Group at the amount expected to be paid or recovered from the tax authorities of each country, based on its interpretation with regard to the application of tax legislation. The Group calculates the tax assets and liabilities recognized in the statement of financial position based on the technical merits of the positions it defends versus that of the tax authorities.

Deferred taxes are recognized for all temporary differences between the carrying values of assets and liabilities and their tax basis, as well as for unused tax losses, using the liability method. Deferred tax assets are recognized only when their recovery is considered probable.

A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries, interests in joint ventures and associates, except to the extent that both of the following conditions are satisfied:

– the Group is able to control the timing of the reversal of the temporary difference (e.g. the payment of dividends); and

– it is probable that the temporary difference will not reverse in the foreseeable future.

Accordingly, for fully consolidated companies, a deferred tax liability is only recognized in the amount of the taxes payable on planned dividend distributions by the Group.

Deferred tax assets and liabilities are not discounted.

At each period end, the Group reviews the recoverable amount of the deferred tax assets carried by certain tax entities with significant tax losses carryforwards. The recoverability of the deferred tax assets is assessed in the light of the business plans used for impairment testing. This plan may be adjusted for any tax specificities.

Deferred tax assets arising on these tax losses are not recognized under certain circumstances specific to each company/tax consolidation group concerned, and particularly where:

– entities cannot assess the probability of the tax loss carryforwards being set off against future taxable profits, due to the horizon for forecasts based on business plans used for impairment testing and uncertainties as to the economic environment;

– entities have not yet begun to use the tax loss carryforwards;

– entities do not expect to use the losses within the timeframe allowed by tax regulations;

– it is estimated that tax losses are uncertain to be used due to risks of differing interpretations with regard to the application of tax legislation.


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Note 11 Interests in associates and joint ventures

11.1 Change in interests in associates and joint ventures

The table below shows the value of the main interests in associates and joint ventures:


(in millions of euros)
Company	Main activity	Main co-	%		December 31,	December 31,	December 31,
		shareholder	interest		2023	2022	2021
Entities jointly controlled
Orange Concessions and its subsidiaries	Operation / maintenance related to Public Initiative Networks	Consortium HIN (50%)	50	%	1,012	1,057	1,049
Swiatłowod Inwestycje Sp. z o.o. (FiberCo in Poland)	Construction / operation in Poland	APG Group (50%)	50	%	332	306	298
Mauritius Telecom	Telecommunications operator in Mauritius	Mauritius government (34%)	40	%	86	72	65
Other					14	17	10
Entities under significant influence
Orange Tunisie	Telecommunications operator in Tunisia	Investec (51%)	49	%	20	17	2
Savoie connectée	Fiber infrastructure operator	XPFibre.Co (70%)	30	%	17	7	7
IRISnet	Telecommunications operator in Belgium	Ministry of the Brussels-Capital Region (MBCR) (53%)	22	%	7	6	6
Other					4	3	3
Total associates and joint ventures					1,491	1,486	1,440

The change in interests in associates and joint ventures is as follows:


(in millions of euros)	2023	2022	2021
Interests in associates and joint ventures - in the opening balance	1,486	1,440	98
Dividends	(16)	(5)	(3)
Share of profits (losses)	(29)	(2)	3
Change in components of other comprehensive income⁽¹⁾	(12)	51	3
Changes in the scope of consolidation⁽²⁾	4	(3)	1,345
Change in capital	33	11	3
Translation adjustment	21	(2)	(4)
Reclassifications and other items	4	(3)	(6)
Interests in associates and joint ventures - in the closing balance	1,491	1,486	1,440

(1)

In 2023, includes the effect of the change in fair value of cash flow hedge derivatives, net of tax, recognized in the other comprehensive income of Orange Concessions for (14) million euros and of the FiberCo in Poland for (12) million euros. In 2022, included the effect of the change in fair value of cash flow hedge derivatives, net of tax, recognized in the other comprehensive income of Orange Concessions for 33 million euros and of the FiberCo in Poland for 18 million euros.

(2)	In 2021, changes in the scope of consolidation mainly concerned Orange Concessions and the FiberCo in Poland.

The main transactions between the Group and companies consolidated using the equity method are presented in Note 12.


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11.2Key figures from associates and joint ventures

The key figures relating to Orange Concessions and Swiatłowod Inwestycje Sp. z o.o. (FiberCo in Poland) are as follows (figures from financial statements of entities taken as a whole):


(in millions of euros)	December 31, 2023		December 31, 2022		December 31, 2021
	Orange	Swiatłowod	Orange	Swiatłowod	Orange	Swiatłowod
	Concessions	Inwestycje Sp. z o.o.	Concessions	Inwestycje Sp. z o.o.	Concessions	Inwestycje Sp. z o.o.
Assets
Non-current assets	3,639	577	3,699	372	3,029	168
Current assets	408	186	417	197	519	171
Total assets	4,046	763	4,115	569	3,548	339

Liabilities
Shareholder's equity	2,026	306	2,117	281	1,991	257
Non-current liabilities	1,540	359	1,494	198	1,054	45
Current liabilities	480	97	505	90	502	36
Total equity and liabilities	4,046	763	4,115	569	3,548	339

Income statement
Revenue	623	45	768	29	112	7
Operating income	(61)	(8)	(7)	(4)	(16)	(3)
Finance costs, net	(25)	(13)	(35)	(5)	(5)	16
Income tax	15	4	8	1	7	(3)
Net income	(71)	(17)	(35)	(8)	(14)	10

11.3Contractual commitments on interests in associates and joint ventures

Public Initiative Networks commitments

As part of the roll-out of the high-speed and very high-speed broadbrand network in France, the Group has entered into contracts via Public Initiative Networks (mainly public service delegation contracts and public-private partnership contracts as well as public design, construction, operation and maintenance contracts). On November 3, 2021, the Orange group sold 50% of the capital in Orange Concessions to the consortium HIN, comprising La Banque des Territoires (Caisse des Dépôts), CNP Assurances and EDF resulting in the loss of Orange's exclusive control over this entity and its subsidiaries. The Orange Concessions group is jointly controlled with the consortium and is consolidated in the financial statements of the Orange group according to the equity method. The Group continues to have obligations under network construction, concession and operation contracts in proportion to its shareholding, i.e. 1,336 million euros at December 31, 2023.

Accounting policies

The carrying value of interests in associates or joint ventures corresponds to the initial acquisition cost plus the share of net income for the period. If an associate or joint venture incurs losses and the carrying value of the investment is reduced to zero, the Group ceases to recognize the additional share of losses since it has no commitment beyond its investment.

An impairment test is performed at least annually and whenever there is objective evidence of impairment loss, such as a decrease in the quoted price when the investee is listed, significant financial difficulty of the entity, observable data indicating a measurable decrease in the estimated future cash flows, or information about significant changes having an adverse effect on the entity.

An impairment loss is recorded when the recoverable amount is lower than the carrying value, the recoverable amount being the higher of the value in use and the fair value less transaction costs. The unit of account is the whole investment. Any impairment loss is recognized in the “share of profits (losses) of associates and joint ventures”. Impairment losses can be reversed once the recoverable amount exceeds the carrying value.

Note 12 Related party transactions

Transactions with the French State and affiliated bodies

The French State, either directly or through Bpifrance Participations, is one of the main shareholders of Orange SA.

The communication services provided to the French State are awarded as part of a competitive process arranged by each department according to the nature of the service. They have no material impact on consolidated revenues.

Orange does not purchase goods or services from the French State (either directly or via Bpifrance Participations), except for the use of spectrum resources. These resources are allocated after a competitive process.


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Transactions with the main associates and joint ventures

The transactions between the Group and its associates and joint ventures are reflected as follows in Orange’s Consolidated Financial Statements:


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Assets
Non-current financial assets	43	43	43
Trade receivables	226	254	417
o/w Orange Concessions⁽¹⁾	177	209	372
Current financial assets	10	12	12
Other current assets	16	40	52

Liabilities
Current financial liabilities	3	—	—
Trade payables	13	11	14
Other current liabilities	1	2	1
Customer contract liabilities	204	154	153
o/w Swiatlowod Inwestycje Sp.z o.o.⁽²⁾	202	146	151

Income statement
Revenue	639	726	139
o/w Orange Concessions	600	705	124
Operating income	588	700	135
Finance costs, net	—	2	1
Net income	588	702	129

(1)	Transactions between the Group and Orange Concessions mainly comprise Orange SA receivables from Orange Concessions in relation with fiber deployment and maintenance activities operated by the Group.

(2)	Customer contract liabilities mainly correspond to the recognition of deferred income by Orange Polska in connection with the prepayment of services provided to the FiberCo in Poland.

Accounting policies

Orange group’s related parties are listed below:

– the Group’s key management personnel and their families (see Note 6.4);

– the French State, Bpifrance Participations, central State departments and companies controlled by the French state (see Notes 10 and 15);

– associates, joint ventures and companies in which the Group holds a significant stake (see Note 11);

– shareholders legal entities exercising ultimate control, joint control or significant influence over subsidiaries and affiliates.

Note 13 Financial assets, liabilities and financial results (telecom activities)

13.1 Financial assets and liabilities of telecom activities

In order to improve the readability of financial statements and distinguish the performance of telecom activities from the performance of the Mobile Financial Services activities, the notes related to financial assets and liabilities as well as financial income or expenses are split to respect these two business areas.

Note 13 presents the financial assets, liabilities and related gains and losses specific to telecom activities and Note 17 presents the activities of Mobile Financial Services with regard to its assets and liabilities, with net financial income being not material.


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The following table reconciles the contributive balances of assets and liabilities for each of these two areas to the consolidated balance sheet (intra-group transactions between telecom activities and Mobile Financial Services activities are not eliminated) with the consolidated statement of financial position at December 31, 2023.

(in millions of euros)

Orange

o/w

Note

o/w Mobile

Note

o/w eliminations

Consolidated

telecom

Finance

telecom

financial

activities

Services

activities /mobile

statements

finance services

Non-current financial assets related to Mobile Financial Services activities

297

—

297

17.1.1

—

Non-current financial assets

1,036

1,063

13.7

—

(27)

⁽¹⁾

Non-current derivatives assets

956

886

13.8

17.1.3

—

Current financial assets related to Mobile Financial Services activities

3,184

—

3,192

17.1.1

(7)

Current financial assets

2,713

2,713

13.7

—

Current derivatives assets

13.8

—

17.1.3

—

Cash and cash equivalents

5,618

5,504

14.3

113

—

Total

13,841

10,204

3,672

(35)

Non-current financial liabilities related to Mobile Financial Services activities

—

100

17.1.2

(27)

⁽¹⁾

Non-current financial liabilities

30,535

30,535

13.3

—

Non-current derivatives liabilities

225

205

13.8

17.1.3

—

Current financial liabilities related to Mobile Financial Services activities

3,073

—

3,073

17.1.2

—

Current financial liabilities

5,451

5,458

13.3

—

(7)

Current derivatives liabilities

13.8

—

17.1.3

—

Total

39,396

36,238

3,193

(35)

(1)	Loan granted by Orange SA to Orange Bank.

(in millions of euros)

Orange

o/w telecom

Note

o/w Mobile

Note

o/w eliminations

consolidated

activities

Finance

telecom

financial

Services

activities /

statements

mobile finance

services

Non-current financial assets related to Mobile Financial Services activities

656

—

656

17.1.1

—

Non-current financial assets

977

1,004

13.7

—

(27)

⁽¹⁾

Non-current derivatives assets

1,458

1,342

13.8

116

17.1.3

—

Current financial assets related to Mobile Financial Services activities

2,742

—

2,747

17.1.1

(6)

Current financial assets

4,541

4,541

13.7

—

Current derivatives assets

112

112

13.8

—

17.1.3

—

Cash and cash equivalents

6,004

5,846

14.3

158

—

Total

16,489

12,846

3,677

(33)

Non-current financial liabilities related to Mobile Financial Services activities

—

109

17.1.2

(27)

⁽¹⁾

Non-current financial liabilities

31,930

31,930

13.3

—

Non-current derivatives liabilities

397

335

13.8

17.1.3

—

Current financial liabilities related to Mobile Financial Services activities

3,034

—

3,034

17.1.2

—

Current financial liabilities

4,702

4,708

13.3

—

(6)

Current derivatives liabilities

13.8

—

17.1.3

—

Total

40,196

37,024

3,205

(33)

(1)	Loan granted by Orange SA to Orange Bank.


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(in millions of euros)

Orange

o/w telecom

Note

o/w Mobile

Note

o/w eliminations

consolidated

activities

Finance

telecom

financial

Services

activities /

statements

mobile finance

services

Non-current financial assets related to Mobile Financial Services activities

900

—

900

17.1.1

—

Non-current financial assets

950

977

13.7

—

(27)

⁽¹⁾

Non-current derivatives assets

683

682

13.8

—

17.1.3

—

Current financial assets related to Mobile Financial Services activities

2,381

—

2,385

17.1.1

(4)

Current financial assets

2,313

2,313

13.7

—

Current derivatives assets

13.8

—

17.1.3

—

Cash and cash equivalents

8,621

8,188

14.3

433

—

Total

15,855

12,168

3,719

(32)

Non-current financial liabilities related to Mobile Financial Services activities

—

17.1.2

(27)

⁽¹⁾

Non-current financial liabilities

31,922

31,922

13.3

—

Non-current derivatives liabilities

220

161

13.8

17.1.3

—

Current financial liabilities related to Mobile Financial Services activities

3,161

—

3,161

17.1.2

—

Current financial liabilities

3,421

3,426

13.3

—

(4)

Current derivatives liabilities

124

124

13.8

—

17.1.3

—

Total

38,848

35,633

3,247

(32)

(1)	Loan granted by Orange SA to Orange Bank.

13.2 Profits and losses related to financial assets and liabilities

The cost of net financial debt consists of gains and losses related to the components of net financial debt (described in Note 13.3) for the period.

Foreign exchange gains & losses mainly include the revaluation in euros of bonds (Note 13.5) and bank loans denominated in foreign currencies as well as the symmetrical revaluation, where applicable, of the associated hedges as defined by IFRS 9.

In 2022 and 2021, foreign exchange gains and losses also included the effects of the revaluation of trading derivatives held as economic hedges on notional amounts of subordinated notes denominated in pounds sterling and recognized in equity at their historical value. Following the repurchase at the end of 2022 of the last subordinated notes denominated in pounds sterling (see Note 15.4), the Group is no longer exposed to the financial exchange risk resulting from these instruments.

Income and expenses on assets included in net financial debt mainly comprise interest on the Group’s financial assets of 283 million euros in 2023, 48 million euros in 2022 and (3) million euros in 2021.

Other net financial expenses are mainly composed of interests on lease liabilities for (258) million euros in 2023, (145) million euros in 2022 and (120) million euros in 2021 (see Note 9.2).

Finally, other comprehensive income includes the revaluation of financial assets at fair value through other comprehensive income (Note 13.7) and cash flow hedges (Note 13.8.2).


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Other gains and losses related to financial assets and liabilities are recognized in operating income (foreign exchange gains and losses on trade receivables, trade payables and the associated hedge derivatives) in the amount of (17) million euros in 2023, (31) million euros in 2022 and (19) million euros in 2021.


	Finance costs, net						Other
							compre-
							hensive income
	Cost of gross	Gains	Cost of net	Foreign	Other net	Finance	Reserves
	financial debt⁽¹⁾	(losses) on	financial debt	exchange	financial	costs, net
		assets		gains	expenses
		contributing		(losses)
		to net
		financial
(in millions of euros)		debt
2023
Financial assets	—	283	283	36	13		5
Financial liabilities	(1,152)	—	(1,152)	59	—		—
Lease liabilities	—	—	—	—	(258)		—
Derivatives	65	—	65	(128)	—		(297)
Discounting expense	—	—	—	—	(125)		—
Total	(1,087)	283	(804)	(32)	(370)	(1,206)	(292)
2022
Financial assets	—	48	48	(38)	55		(110)
Financial liabilities	(1,023)	—	(1,023)	(196)	—		—
Lease liabilities	—	—	—	—	(145)		—
Derivatives	245	—	245	137	—		288
Discounting expense	—	—	—	—	(3)		—
Total	(779)	48	(731)	(97)	(92)	(920)	178
2021
Financial assets	—	(3)	(3)	47	75		11
Financial liabilities	(1,018)	—	(1,018)	(637)	—		—
Lease liabilities	—	—	—	—	(120)		—
Derivatives	188	—	188	655	—		322
Discounting expense	—	—	—	—	31		—
Total	(830)	(3)	(833)	65	(14)	(782)	332

(1)	Includes interests on debts related to financed assets of (14) million euros in 2023, (3) million euros in 2022 and (1) million euros in 2021.

13.3 Net financial debt

The definition of net financial debt excludes the lease liabilities included in the scope of IFRS 16 (see Note 9.2) and includes debt related to financed assets.

Net financial debt is one of the indicators of financial position used by the Group. This aggregate, not defined by IFRS, may not be comparable to similarly titled indicators used by other companies. It is provided as additional information only and should not be considered a substitute for an analysis of all the Group’s assets and liabilities.

Net financial debt as defined and used by Orange does not take into account Mobile Financial Services activities, for which this concept is not relevant.

It consists of (a) financial liabilities excluding operating payables (translated into euros at the year-end closing rate) including derivative instruments (assets and liabilities), less (b) cash collateral paid, cash, cash equivalents and financial assets at fair value.


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Furthermore, financial instruments designated as cash flow hedges included in net financial debt are set up to hedge items that are not included therein, such as future cash flows. As a result, the portion relating to these unmatured hedging instruments recorded in other comprehensive income is added to gross financial debt to offset this temporary difference.


(in millions of euros)	Note	December 31,	December 31,	December 31,
		2023	2022	2021
TDIRA	13.4	643	638	636
Bonds	13.5	28,919	29,943	29,010
Bank loans and from development organizations and multilateral lending institutions	13.6	3,339	3,309	3,206
Debt relating to financed assets		411	316	245
Cash collateral received	14.5	586	1,072	389
NEU Commercial Paper ⁽¹⁾		1,247	1,004	1,457
Bank overdrafts		234	250	342
Other financial liabilities ⁽²⁾		615	105	64
Current and non-current financial liabilities excluding derivatives included in the calculation of net financial debt		35,993	36,638	35,348
Current and non-current derivatives (liabilities)	13.8	245	386	285
Current and non-current derivatives (assets)	13.8	(923)	(1,455)	(689)
Other comprehensive income components related to unmatured hedging instruments	13.8	(110)	114	(192)
Gross financial debt after derivatives (a)		35,205	35,684	34,751
Cash collateral paid ⁽³⁾	14.5	(21)	(38)	(27)
Investments at fair value ⁽⁴⁾	14.3	(2,678)	(4,500)	(2,266)
Cash equivalents	14.3	(2,444)	(3,178)	(5,479)
Cash		(3,060)	(2,668)	(2,709)
Other financial assets		—	(2)	—
Assets included in the calculation of net financial debt (b)		(8,203)	(10,386)	(10,481)
Net financial debt (a) + (b)		27,002	25,298	24,269

(1)	Negotiable European Commercial Paper (formerly called "commercial paper").

(2)

Includes 279 million euros recognized in relation to the purchase option granted by Orange Belgium to Nethys in connection with the acquisition of VOO in 2023 (Note 3.2), and also includes 198 million euros in subordinated notes reclassified as current financial liabilities following the announcement on December 13, 2023 of Orange's intention to exercise its redemption option on February 7, 2024 in respect of these notes (Note 15.4).

(3)	Only cash collateral paid, included in non-current financial assets of the consolidated statement of financial position, is deducted from gross financial debt.

(4)	Only investments at fair value, included in current financial assets of the consolidated statement of financial position, are deducted from gross financial debt (Note 14.3).

Net financial debt is mainly held by the Group’s parent company, Orange SA.

The debt maturity schedules are presented in Note 14.3.

Changes in financial assets or financial liabilities whose cash flows are disclosed in financing activities in the cash flow statement are the following (see Note 1.9):


(in millions of euros)	December 31, 2022	Cash flows	Other changes with no impact on cash flows					December 31, 2023
			Changes in the scope of consolidation		Foreign exchange movement	Other ⁽¹⁾
TDIRA	638	—	—		—	4		643
Bonds	29,943	(979)	—		(54)	9		28,919
Bank loans and from development organizations and multilateral lending institutions	3,309	(117)	147		(16)	16		3,339
Debt relating to financed assets	316	(117)	—		—	212		411
Cash collateral received	1,072	(487)	—		—	—		586
NEU Commercial Paper	1,004	235	—		—	8		1,247
Bank overdrafts	250	15	—		(31)	—		234
Other financial liabilities	105	(26)	336	⁽²⁾	(3)	202	⁽³⁾	615
Current and non-current financial liabilities excluding derivatives included in the calculation of net financial debt	36,638	(1,476)	483		(104)	452		35,993
Net derivatives	(1,069)	5	—		59	326		(678)
Cash collateral paid	(38)	17	—		—	—		(21)
Cash flows from financing activities		(1,454)

(1)	Mainly includes changes in accrued interests not yet due.

(2)	Includes 279 million euros recognized in relation to the purchase option granted by Orange Belgium to Nethys in connection with the acquisition of VOO in 2023 (Note 3.2).

(3)	Includes 198 million euros in subordinated notes reclassified as current financial liabilities following the announcement on December 13, 2023 of Orange's intention to exercise its redemption option on February 7, 2024 in respect of these notes (Note 15.4).


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(in millions of euros)	December 31,	Cash	Other changes with no impact			December 31,
	2021	flows	on cash flows			2022
			Changes in	Foreign	Other ⁽¹⁾
			the scope of	exchange
			consolidation	movement
TDIRA	636	—	—	—	2	638
Bonds	29,010	813	—	88	32	29,943
Bank loans and from development organizations and multilateral lending institutions	3,206	135	6	(28)	(11)	3,309
Debt relating to financed assets	245	(97)	—	—	168	316
Cash collateral received	389	684	—	—	—	1,072
NEU Commercial Paper	1,457	(456)	—	—	3	1,004
Bank overdrafts	342	(39)	—	(46)	(7)	250
Other financial liabilities	64	(1)	4	4	35	105
Current and non-current financial liabilities excluding derivatives included in the calculation of net financial debt	35,348	1,038	10	18	222	36,638
Net derivatives	(405)	(91)	—	(213)	(360)	(1,069)
Cash collateral paid	(27)	(12)	—	—	—	(38)
Cash flows from financing activities		936

(1)	Mainly includes changes in accrued interest not yet due.


(in millions of euros)	December 31,	Cash	Other changes with no impact			December 31,
	2020	flows	on cash flows			2021
			Changes in	Foreign	Other ⁽¹⁾
			the scope of	exchange
			consolidation	movement
TDIRA	636	—	—	—	—	636
Bonds	29,848	(1,385)	—	599	(52)	29,010
Bank loans and from development organizations and multilateral lending institutions	3,671	(496)	—	27	3	3,206
Debt relating to financed assets	295	(80)	—	—	30	245
Cash collateral received	31	358	—	—	—	389
NEU Commercial Paper	555	903	—	—	(1)	1,457
Bank overdrafts	154	173	—	15	—	342
Other financial liabilities	70	(136)	(41)	3	168	64
Current and non-current financial liabilities excluding derivatives included in the calculation of net financial debt	35,260	(663)	(41)	644	148	35,348
Net derivatives	510	201	—	(457)	(659)	(405)
Cash collateral paid	(642)	615	—	—	—	(27)
Cash flows from financing activities		153

(1)	Mainly includes changes in accrued interest not yet due.

Net financial debt by currency

Net financial debt by currency is presented in the table below, after foreign exchange effects of hedging derivatives (excluding instruments set up to hedge operating items).


(equivalent value in millions of euros at year-end closing rate)	EUR	USD	GBP	PLN	EGP	JOD	MAD	Other	Total
Gross financial debt after derivatives	25,647	3,992	2,936	52	183	99	542	1,754	35,205
Financial assets included in the calculation of net financial debt	(6,533)	(105)	(1)	(35)	(65)	(84)	(76)	(1,304)	(8,203)
Net debt by currency before effect of foreign exchange derivatives ⁽¹⁾	19,114	3,888	2,934	17	118	15	465	450	27,002
Effect of foreign exchange derivatives	6,680	(4,016)	(2,932)	839	—	—	—	(571)	—
Net financial debt by currency after effect of foreign exchange derivatives	25,795	(129)	3	856	118	15	465	(121)	27,002

(1)	Including the market value of derivatives in local currency.


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Accounting policies

Cash and cash equivalents

The Group classifies investments as cash equivalents in the statement of financial position and statement of cash flows when they comply with the conditions of IAS 7 (see cash management detailed in Notes 14.3 and 14.5):

– held in order to face short-term cash commitments; and

– short-term and highly liquid assets at the acquisition date, readily convertible into known amount of cash and not exposed to any material risk of change in value.

Bonds, bank loans and loans from multilateral lending institutions

Among financial liabilities, only commitments to repurchase non-controlling interests are recognized at fair value through profit or loss.

Borrowings are recognized upon origination at the discounted value of the sums to be paid and subsequently measured at amortized cost using the effective interest method. Transaction costs that are directly attributable to the acquisition or issue of the financial liability are deducted from the liability’s carrying value. The costs are subsequently amortized over the life of the liability, using the effective interest rate method.

Some financial liabilities at amortized cost, including borrowings, are subject to hedging. This mainly relates to the hedging of payables in foreign currencies against the exposure of their future cash flows to foreign exchange risk (cash flow hedging).

13.4 TDIRA

Perpetual bonds redeemable for shares (titres à durée indéterminée remboursables en actions or “TDIRAs”) with a par value of 14,100 euros are listed on Euronext Paris. Their issuance was described in a prospectus approved by the Commission des Opérations de Bourse (now the Autorité des marchés financiers or AMF – French Financial Markets Authority) on February 24, 2003.

At December 31, 2023, taking into account redemptions since their issuance, 44,880 TDIRAs remain outstanding with a total par value of 633 million euros.

These TDIRAs are redeemable for new Orange SA shares at any time at the holders’ request or, under certain conditions as described in the appropriate prospectus, at Orange SA’s initiative based on a ratio of 622.844 shares to one TDIRA (i.e. a conversion price of 22.638 euros). The initial ratio of 300 shares to one TDIRA has been adjusted several times to protect bondholders’ rights and may be further adjusted under the terms and conditions set out in the prospectus.

Since January 1, 2010, the interest rate on the TDIRAs has been the three-month Euribor +2.5%.

TDIRAs are subject to split accounting with one part treated as equity and another part as a liability. For the securities outstanding at December 31, 2023, the “equity” component before deferred tax stood at 152 million euros.


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021
Number of securities	44,880	44,880	44,880
Equity component before deferred taxes	152	152	152
Debt component	643	638	636
o/w accrued interests not yet due	10	6	3
Paid interests	36	16	13

Accounting policies

Some Group financial instruments include both a financial debt component and an equity component. This relates to perpetual bonds redeemable for shares (TDIRAs). On initial recognition, the debt component is measured at its market value, corresponding to the value of the contractually determined future cash flows discounted at the market rate applied at the date of issuance to comparable instruments providing substantially the same conditions, but without the option to convert to or redeem for shares. This debt component is subsequently recognized at amortized cost.

The equity component, originally calculated as the difference between the notional value of the instrument and the fair value of the debt component, remains the same throughout the life of the instrument.


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13.5 Bonds

In 2023, the Group carried out the following bond issues:

Notional currency

Initial

Maturity

Interest rate

Issuer

Type of operations

Amounts

nominal

(%)

in millions

amount

of euros

(in millions

of currency)

EUR

500

September 11, 2035

3.875

⁽¹⁾

Orange SA

Issuance

500

Total of issuances

500

EUR

500

March 1, 2023

2.500

Orange SA

Repayment at maturity

(500)

EUR

750

September 11, 2023

0.750

Orange SA

Repayment at maturity

(744)

HKD

700

October 6, 2023

3.230

Orange SA

Repayment at maturity

(85)

HKD

410

December 22, 2023

3.550

Orange SA

Repayment at maturity

(48)

MAD

1,090

December 18, 2025

3.970

Médi Telecom

Regular annual basis repayment

(14)

MAD

720

December 18, 2025

1Y BDT + 1.00

⁽²⁾

Médi Telecom

Regular annual basis repayment

(9)

MAD

1,002

December 10, 2026

3.400

Médi Telecom

Regular annual basis repayment

(13)

MAD

788

December 10, 2026

1Y BDT + 0.85

⁽²⁾

Médi Telecom

Regular annual basis repayment

(10)

MAD

300

June 3, 2026

2.600

Médi Telecom

Regular annual basis repayment

(7)

MAD

1,200

June 3, 2026

1Y BDT + 0.55

⁽²⁾

Médi Telecom

Regular annual basis repayment

(27)

XOF

100,000

July 16, 2027

6.500

Sonatel

Regular annual basis repayment

(30)

Total of repayments

(1,488)

(1)	Bond with a step-up clause (clause that triggers a change in the coupon rate if Orange breaches its sustainable performance commitments, see Note 14.4).

(2)	The 1Y BDT rate corresponds to the 52 weeks Moroccan treasury notes rate (recalculated once a year).

The unmatured bonds at December 31, 2023, presented below, were all issued by Orange SA, with the exception of three commitments (each with a fixed-rate tranche and a variable-rate tranche) denominated in Moroccan dirhams held by Médi Telecom and one bond in CFA francs issued by Sonatel.

With the exception of the commitments made by Médi Telecom and Sonatel which are redeemable on a regular annual basis, at December 31, 2023, the bonds issued by the Group are redeemable at maturity. No specific guarantee has been given in relation to their issuance. Some bonds may be redeemed in advance at the request of the issuer.


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Notional	Initial nominal amount	Maturity	Interest rate (%)		Outstanding amount (in millions of euros)
currency	(in millions of				December 31,	December 31,	December 31,
	currency units)				2023	2022	2021

Bonds matured before December 31, 2023					—	1,377	1,876
EUR	650	January 9, 2024	3.125		650	650	650
EUR	1,250	July 15, 2024	1.125		1,250	1,250	1,250
EUR	750	May 12, 2025	1.000		750	750	750
EUR	800	September 12, 2025	1.000		800	800	800
NOK	500	September 17, 2025	3.350		44	48	50
CHF	400	November 24, 2025	0.200		432	406	387
GBP	350	December 5, 2025	5.250		302	296	312
MAD	1,090	December 18, 2025	3.970		28	42	59
MAD ⁽¹⁾	720	December 18, 2025	1Y BDT + 1.00		19	28	39
MAD	300	June 3, 2026	2.600		17	24	—
MAD ⁽¹⁾	1,200	June 3, 2026	1Y BDT + 0.55		69	94	—
EUR	700	June 29, 2026	0.000		700	700	700
EUR	750	September 4, 2026	0.000		750	750	750
EUR	75	November 30, 2026	4.125		75	75	75
MAD	1,002	December 10, 2026	3.400		39	51	68
MAD ⁽¹⁾	788	December 10, 2026	1Y BDT + 0.85		31	40	54
EUR	750	February 3, 2027	0.875		750	750	750
EUR	750	July 7, 2027	1.250		750	750	750
XOF	100,000	July 15, 2027	6.500		122	152	152
EUR	500	September 9, 2027	1.500		500	500	500
EUR	1,000	March 20, 2028	1.375		1,000	1,000	1,000
EUR	50	April 11, 2028	3.220		50	50	50
NOK	800	July 24, 2028	2.955		71	76	80
GBP	500	November 20, 2028	8.125		575	564	595
EUR	1,250	January 15, 2029	2.000		1,250	1,250	1,250
EUR	150	April 11, 2029	3.300		150	150	150
CHF	100	June 22, 2029	0.625		108	102	97
EUR	500	September 16, 2029	0.125		500	500	500
EUR	1,000	January 16, 2030	1.375		1,000	1,000	1,000
EUR	1,200	September 12, 2030	1.875		1,200	1,200	1,200
EUR	105	September 17, 2030	2.600		105	105	105
EUR	100	November 6, 2030	0.000	⁽²⁾	100	100	100
USD	2,500	March 1, 2031	9.000	⁽³⁾	2,227	2,308	2,173
EUR	300	May 29, 2031	1.342		300	300	300
EUR	750	November 16, 2031	3.625		750	750	—
EUR	50	December 5, 2031	4.300 (zero coupon)		82	79	75
EUR	50	December 8, 2031	4.350 (zero coupon)		83	80	77
EUR	50	January 5, 2032	4.450 (zero coupon)		80	77	74
GBP	750	January 15, 2032	3.250		863	846	893
EUR	750	April 7, 2032	1.625		750	750	750

(1)	Bonds issued by Médi Telecom. The 1Y BDT rate corresponds to the 52 weeks Moroccan treasury notes rate (recalculated once a year).

(2)	Bond bearing interest at a fixed rate of 2% until 2017 and then at CMS 10 years x 166% fixed annually (0% for November 2024 maturity), floored at 0% and capped at 4% until 2023 and at 5% thereafter.

(3)	Bond with a step-up clause (clause that triggers a change in the coupon rate if Orange’s credit rating from the rating agencies changes – see Note 14.3).


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Notional	Initial nominal	Maturity	Interest rate (%)		Outstanding amount (in millions of euros)
currency	amount				December 31,	December 31,	December 31,
	(in millions of				2023	2022	2021
	currency units)
EUR	500	May 18, 2032	2.375		500	500	—
EUR	1,000	September 4, 2032	0.500		1,000	1,000	1,000
EUR	1,500	January 28, 2033	8.125		1,500	1,500	1,500
EUR	55	September 30, 2033	3.750		55	55	55
EUR	1,000	December 16, 2033	0.625		1,000	1,000	1,000
GBP	500	January 23, 2034	5.625		575	564	595
HKD	939	June 12, 2034	3.070		109	113	106
EUR	800	June 29, 2034	0.750		800	800	800
EUR	300	July 11, 2034	1.200		300	300	300
EUR	500	September 11, 2035	3.875	⁽⁴⁾	500	—	—
EUR	50	April 16, 2038	3.500		50	50	50
USD	900	January 13, 2042	5.375		814	844	795
USD	850	February 6, 2044	5.500		769	797	750
EUR	750	September 4, 2049	1.375		750	750	750
GBP	500	November 22, 2050	5.375		575	564	595
Outstanding amount of bonds					28,623	29,654	28,737
Accrued interests					443	454	445
Other					(147)	(164)	(172)
Total					28,919	29,943	29,010

(4)	Bond with a step-up clause (clause that triggers a change in the coupon rate if Orange’s breaches its sustainable performance commitments, see note 14.4).

13.6 Loans from development organizations and multilateral lending institutions


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Médi Telecom	336	183	167
Orange Côte d'Ivoire	304	253	140
Sonatel	238	266	244
Orange Mali	217	201	207
Orange Egypt	167	163	137
VOO	85	—	—
Orange Bail	36	12	3
Orange Burkina Faso	33	36	42
Orange Madagascar	24	12	18
Orange Jordanie	18	35	49
Orange Cameroon	12	36	78
Orange Polska	9	10	6
Other	15	15	15
Bank loans	1,493	1,222	1,105
Orange SA⁽¹⁾	1,846	2,087	2,101
Loans from development organizations and multilateral lending institutions⁽²⁾	1,846	2,087	2,101
Total	3,339	3,309	3,206

(1)	In 2023, Orange SA negotiated a new loan of 500 million euros, maturing in 2030 and repaid a loan at maturity of 750 million euros. In 2021, Orange SA repaid at maturity a loan of 190 million euros.

(2)	Entirely the European Investment Bank.


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13.7 Financial assets

Financial assets break down as follows:


(in millions of euros)	December 31, 2023			December 31, 2022	December 31, 2021
	Non-current	Current	Total	Total	Total
Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss	490	—	490	419	431
Investments securities	490	—	490	419	431
Financial assets at fair value through profit or loss	194	2,678	2,871	4,745	2,496
Investments at fair value⁽¹⁾	—	2,678	2,678	4,500	2,266
Investments securities	173	—	173	206	203
Cash collateral paid ⁽²⁾	21	—	21	38	27
Other	—	—	—	2	—
Financial assets at amortized cost	379	36	415	381	363
Receivables related to investments⁽³⁾	69	25	94	106	105
Other	310	11	321	275	258
Total financial assets	1,063	2,713	3,776	5,545	3,290

(1)	NEU Commercial Paper and bonds only (see Note 14.3).

(2)	See Note 14.5.

(3)	Including a loan of 27 million euros from Orange SA to Orange Bank.

Equity securities

Equity securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss


(in millions of euros)	2023	2022	2021
Investment securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss - in the opening balance	419	432	431
Acquisitions⁽¹⁾	72	98	85
Changes in fair value ⁽²⁾	(2)	(108)	11
Sales	(4)	(7)	(95)
Other movements	5	3	—
Investment securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss - in the closing balance	490	419	432

(1)	In 2022, included the effect of Deezer's initial public offering for 77 million euros (see Note 3.2)

(2)	Deezer's share price at December 31, 2022 led to a decrease in the fair value of (54) million euros (see Note 3.2).

Equity securities measured at fair value through other comprehensive income that will not be reclassified to profit or loss include numerous shares in companies held by investment funds.

Equity securities measured at fair value through profit or loss


(in millions of euros)	2023	2022	2021
Investment securities measured at fair value through profit or loss - in the opening balance	205	203	141
Changes in fair value	(25)	10	34
Other movements	(8)	(8)	27
Investment securities measured at fair value through profit or loss - in the closing balance	173	205	203

Accounting policies

Financial assets

– Financial assets at fair value through profit or loss (FVR)


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Certain equity securities which are not consolidated or equity-accounted and cash investments such as negotiable debt securities, deposits and UCITS (Undertakings for Collective Investment in Transferable Securities), which are compliant with the Group's liquidity risk management policy, may be designated by Orange as recognized at fair value through profit or loss. These assets are recognized at fair value at initial recognition and subsequently. All changes in fair value are recorded in net financial costs, net.

– Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss (FVOCI)

Equity securities which are not consolidated or equity-accounted are, subject to exceptions, recognized as assets at fair value through other comprehensive income that will not be reclassified to profit or loss. They are recognized at fair value at initial recognition and subsequently. Temporary changes in value and gains (losses) on disposals are recorded as other comprehensive income that will not be reclassified to profit or loss.

– Financial assets at amortized cost (AC)

This category mainly includes miscellaneous loans and receivables. These instruments are recognized at fair value at initial recognition and are subsequently measured at amortized cost using the effective interest method. If there is any objective evidence of impairment of these assets, the value of the asset is reviewed at the end of each reporting period. An impairment loss is recognized in the income statement when impairment tests demonstrate that the financial asset's carrying value is higher than its recoverable amount. For these financial assets, the provisioning system also covers expected losses according to IFRS 9.

13.8 Derivatives

13.8.1 Market value of derivatives


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021

Hedging derivatives	583	893	484
Cash flow hedge derivatives	583	893	484
Derivatives held for trading ⁽¹⁾	95	176	(79)
Net derivatives⁽²⁾	678	1,069	405

(1)

Mainly related to the effect of the economic hedges of subsidiaries for 35 million euros in 2023, 140 million euros in 2022 and 90 million euros in 2021, the effect of hedges entered into in the context of future issuances for 56 million euros in 2023, 64 million euros in 2022 and 18 million euros in 2021, and the foreign exchange effects of the economic hedges against the revaluation of subordinated notes denominated in pounds sterling (equity instruments recognized at their historical value (see Note 15.4)) for (70) million euros in 2022 and (165) million euros in 2021.

(2)

Of which foreign exchange effects of the cross currency swaps (classified as hedging or trading) hedging foreign exchange risk on the notional amount of gross debt for 635 million euros in 2023, 694 million euros in 2022 and 657 million euros in 2021. The foreign exchange effect of the cross currency swaps is the difference between the notional converted at the closing rate and the notional converted at the opening rate (or at the trading day spot rate in the case of a new instrument).

The risks hedged by these derivatives are described in Note 14. These derivatives are associated with cash-collateral agreements, the effects of which are described in Note 14.5.

Accounting policies

Derivatives are measured at fair value in the statement of financial position and presented according to their maturity date, regardless of whether they qualify for hedge accounting under IFRS 9 (hedging instruments versus trading derivatives).

Derivatives are classified as a separate line item in the statement of financial position.

Trading derivatives are economic hedge derivatives not classified as hedges for accounting purposes. Changes in the value of these instruments are recognized directly in profit or loss.

Hedge accounting is applicable when:

– at the inception of the hedge, there is a formal designation and documentation of the hedging relationship;

– the effectiveness of the hedge is demonstrated at inception and it is expected to continue in subsequent periods: i.e. at inception and throughout its duration, the company expects changes in the fair value of the hedged item to be almost fully offset by changes in the fair value of the hedging instrument.

There are three types of hedging accounting:

– a fair value hedge is a hedge of the exposure to changes in the fair value of a recognized asset or liability (or an identified portion of the asset or liability) that are attributable to a particular interest rate and/or currency risk and which could affect profit or loss. The hedged portion of these items is remeasured at fair value in the statement of financial position. Changes in this fair value are recognized in the income statement and offset by symmetrical changes in the fair value of financial hedging instruments to the extent of the hedge effectiveness;

– a cash flow hedge is a hedge of exposure to changes in cash flows attributable to a particular interest rate and/or currency risk associated with a recognized asset or liability or a transaction believed to be highly probable (such as a future purchase or sale) which could affect profit or loss. As the hedged item is not recognized in the statement of financial position, the effective portion of the change in the fair value of the hedging instrument is recognized in other comprehensive income. It is reclassified in profit or loss when the hedged item (financial asset or liability) affects the profit or loss or in the initial cost of the hedged item when it relates to the hedge of a non-financial asset acquisition cost;


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– a net investment hedge is a hedge of exposure to changes in value attributable to the foreign exchange risk of a net investment in a foreign operation, which could affect profit or loss on the disposal of the foreign operation. The effective portion of the net investment hedge is recorded in other comprehensive income. It is reclassified in profit or loss on disposal of the net investment.

For transactions qualified as fair value hedges and for economic hedges, the foreign exchange impact of changes in the fair value of derivatives is booked in operating income when the underlying hedged item is a commercial transaction and in finance costs, net when the underlying hedged item is a financial asset or liability.

Hedge accounting can be terminated when the hedged item is no longer recognized, i.e. when the Group revokes the designation of the hedging relationship or when the hedging instrument is terminated or exercised. The accounting consequences are as follows:

– fair value hedge: at the hedge accounting termination date, the adjustment of the fair value of the liability is amortized using an effective interest rate recalculated at this date. Should the item hedged disappear, the change in fair value is recognized in the income statement;

– cash flow hedge: amounts recorded in other comprehensive income are immediately reclassified in profit or loss when the hedged item is no longer recognized. In all other cases, amounts are reclassified in profit or loss, on a straight-line basis, throughout the remaining life of the original hedging relationship.

In both cases, subsequent changes in the value of the hedging instrument are recorded in profit or loss.

Concerning the effects of the foreign currency basis spread of cross-currency swaps designated as cash flow hedges, the Group has chosen to designate these as hedging costs. This option enables recognition of these effects in other comprehensive income and amortization of the cost of the basis spread in profit or loss over the period of the hedge.

13.8.2 Cash flow hedges

The main purpose of the Group's cash flow hedges is to neutralize foreign exchange risk on future cash flows (notional, coupons) or to switch floating-rate debt to fixed-rate debt.

The ineffective portion of cash flow hedges recognized in the income statement was not significant during the periods presented. The main hedges unmatured at December 31, 2023, as well as their effects on the financial statements, are detailed in the table below.


(in millions of euros)	Hedged risk
	Total	Exchange and interest rate risk	Exchange risk	Interest rate risk	Commodity risk
Hedging instruments	583	Cross Currency Swap	Forward	Interest rate swap	Commodity contracts
			FX swap	Option
			Option
Carrying amount - asset	735	703	1	—	31
Carrying amount - liability	(152)	(143)	(5)	(3)	—
Change in cash flow hedge reserve	(263)	(236)	9	1	(38)
Gain (loss) recognized in other comprehensive income	(227)	(200)	10	1	(38)
Reclassification in financial result	(36)	(36)	—	—	—
Reclassification in operating income	2	—	2	—	—
Reclassification in initial carrying amount of hedged item	(3)	—	(3)	—	—
Cash flow hedge reserve	237	218	(2)	—	22
o/w related to unmatured hedging instruments	(110)	(129)	(2)	—	22
o/w related to discontinued hedges	347	347	—	—	—
Hedged item		Bonds and credit lines	Purchases of handsets and equipment	Bonds and Lease liabilities	Purchase of energy
Balance sheet item		Current and non-current financial liabilities	Property, plant and equipment	Lease and Financial Liabilities - current and non-current	Operating result


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The main hedges unmatured at December 31, 2022, as well as their effects on the financial statements, are detailed in the table below.


(in millions of euros)	Hedged risk
	Total	Exchange and interest
		rate risk	Exchange risk	Interest rate risk	Commodity risk

Hedging instruments	893	Cross Currency Swap	Forward	Interest rate swap	Commodity contracts
			FX swap	Option
			Option
Carrying amount - asset	1,065	1,002	3	—	74
Carrying amount - liability	(172)	(156)	(11)	(5)	—


Change in cash flow hedge reserve	288	225	(6)	9	60
Gain (loss) recognized in other comprehensive income	304	244	(8)	9	59
Reclassification in financial result	(19)	(19)	—	—	—
Reclassification in operating income	(1)	—	(1)	—	—
Reclassification in initial carrying amount of hedged item	4	—	4	—	—


Cash flow hedge reserve	497	457	(4)	(5)	49
o/w related to unmatured hedging instruments	114	74	(4)	(5)	49
o/w related to discontinued hedges	383	383	—	—	—
Hedged item		Bonds and credit lines	Purchases of handsets	Bonds and Lease	Purchase of energy
			and equipment	liabilities

		Current and non-current	Property, plant and	Lease and Financial Liabilities -
Balance sheet item		financial liabilities	equipment	current and non-current	Operating result

The main hedges unmatured at December 31, 2021, as well as their effects on the financial statements, are detailed in the table below.


(in millions of euros)	Hedged risk
	Total	Exchange and interest	Exchange risk	Interest rate risk
		rate risk

Hedging instruments	484	Cross Currency Swap	Forward	Interest rate swap
			FX swap	Option
			Option
Carrying amount - asset	576	575	1	—
Carrying amount - liability	(91)	(76)	—	(14)


Change in cash flow hedge reserve	317	311	(2)	9
Gain (loss) recognized in other comprehensive income	358	347	3	9
Reclassification in financial result	(38)	(36)	(2)	—
Reclassification in operating income	—	—	—	—
Reclassification in initial carrying amount of hedged item	(3)	—	(3)	—


Cash flow hedge reserve	210	220	(9)	(2)
o/w related to unmatured hedging instruments	(192)	(181)	(9)	(2)
o/w related to discontinued hedges	402	402	—	—
Hedged item		Bonds and credit	Purchases of handsets	Bonds and Finance
		lines	and equipment	Lease

		Current and non-current	Property, plant and	Current and non-current
Balance sheet item		financial liabilities	equipment	financial liabilities


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The nominal amounts of the main cash flow hedges as of December 31, 2023 are presented below.


	Notional amounts of hedging instruments per maturity
	(in millions of hedged currency units)
	2024	2025	2026	2027	2028
					and
					beyond
Orange SA
Cross currency swaps
CHF	—	400	—	—	100	⁽¹⁾
GBP	—	262	—	—	2,250	⁽²⁾
HKD	—	—	—	—	939	⁽³⁾
NOK	—	500	—	—	800	⁽⁴⁾
USD	—	—	—	—	4,200	⁽⁵⁾
Interest rate swaps
EUR	—	—	—	—	350	⁽⁶⁾
FX Forward
USD	120	—	—	—	—
Commodity hedging
PLN	10	16	17	19	71

(1)	100 million Swiss francs maturing in 2029.

(2)	500 million pounds sterling maturing in 2028, 750 million pounds sterling maturing in 2032, 500 million pounds sterling maturing in 2034 and 500 million pounds sterling maturing in 2050.

(3)	939 million Hong Kong dollars maturing in 2034.

(4)	800 million Norwegian kroner maturing in 2028.

(5)	2,450 million US dollars maturing in 2031, 900 million US dollars maturing in 2042 and 850 million US dollars maturing in 2044.

(6)	350 million euros maturing in 2030.

Note 14 Information on market risk and fair value of financial assets and liabilities (telecom activities)

The Group uses financial position or performance indicators that are not specifically defined by IFRS, such as EBITDAaL (see Note 1.10) and net financial debt (see Note 13.3).

Market risks are monitored by Orange’s Treasury and Financing Committee, which reports to the Executive Committee. The Committee is chaired by the Group’s Executive Committee member in charge of Finance, Performance and Development and meets on a quarterly basis.

It sets the guidelines for managing the Group’s debt, especially in respect of its interest rate, foreign exchange, liquidity and counterparty risk exposure for the coming months, and reviews past management (transactions carried out, financial results).

Macroeconomic events and their consequences on the financial market did not call into question the risk management policy relating to financial instruments. The Group continued to set up and manage hedging instruments in order to limit its exposure to operational and financial foreign exchange and interest rate risks, while maintaining a diversified financing policy.

14.1 Interest rate risk management

Management of fixed-rate/variable-rate debt

Orange group seeks to manage its fixed-rate/variable-rate exposure in euros in order to minimize interest costs by using firm and conditional interest rate derivatives such as swaps, futures, caps and floors.

The fixed-rate component of gross financial debt, excluding cash collateral received and agreements to buy back non-controlling interests, is estimated at 91% at December 31, 2023, 96% at December 31, 2022 and 94% at December 31, 2021.

Sensitivity analysis of the Group’s position to changes in interest rates

The sensitivity of the Group’s financial assets and liabilities to interest rate risk is only analyzed for the components of net financial debt that are interest-bearing and therefore exposed to interest rate risk.

Sensitivity of financial expenses

Based on a constant amount of debt and a constant management policy, a 1% rise in interest rates would increase the annual cost of gross financial debt by 14 million euros, while a decrease of 1% would lower it by 12 million euros.

Sensitivity of cash flow hedge reserves

A 1% rise in euro interest rates would improve the market value of derivatives designated as cash flow hedges and increase the associated cash flow hedge reserves by approximately 695 million euros. A 1% decrease in euro interest rates would reduce their market value and decrease the cash flow hedge reserve by approximately 696 million euros.


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14.2 Foreign exchange risk management

Operational foreign exchange risk

The Group’s foreign operations are carried out by entities that operate in their own country and mainly in their own currency. Their operational exposure to foreign exchange risk is therefore limited to certain types of flows: purchases of equipment or network capacity, purchases of devices and equipment sold or leased to customers and purchases from or sales to international carriers.

Whenever possible, the entities of the Orange group have put in place policies to hedge this exposure (see Note 13.8).

Financial foreign exchange risk

Financial foreign exchange risk mainly relates to:

– dividends paid to the parent company: in general, the Group’s policy is to economically hedge this risk from the date of the relevant subsidiary’s Shareholders’ Meeting;

– financing of the subsidiaries: except in special cases, the subsidiaries are required to cover their funding needs in their functional currency;

– Group financing: most of the Group’s bonds, after derivatives, are denominated in euros. From time to time, Orange SA issues bonds in markets other than euro markets (primarily the US dollar, pound sterling and Swiss franc). If Orange SA does not have assets in these currencies, in most cases, the issues are translated into euros through cross-currency swaps. The debt allocation by currency also depends on the level of interest rates and particularly on the interest rate differential relative to the euro.

Following the repurchase at the end of 2022 of the last subordinated notes denominated in pounds sterling (see Note 15.4), the Group is no longer exposed to the financial exchange risk resulting from these instruments.

The table below shows the main exposures to foreign exchange fluctuations of the net financial debt in foreign currencies of Orange SA, Orange Polska and Orange Egypt, and also shows the sensitivity of the entity to a 10% change in the foreign exchange rates of the currencies to which it is exposed. Orange SA and Orange Egypt are the entities bearing the main foreign exchange risk, including internal transactions that generate a net foreign exchange gain or loss in the Consolidated Financial Statements.


	Exposure in currency units						Sensitivity analysis
(in millions of currency units)	EUR	USD	GBP	PLN	CHF	Total	10% gain in	10% loss in
						translated	euro	euro
Orange SA	—	8	—	(1)	(13)	(7)	1	(1)
Orange Polska	(116)	(6)	—	—	—	(121)	11	(13)
Orange Egypt	—	(83)	—	—	—	(75)	7	(8)
Total (currencies)	(116)	(80)	—	(1)	(13)	(202)

Foreign exchange risk to assets

Due to its international presence, the Orange group’s statement of financial position is exposed to foreign exchange fluctuations, as these affect the translation of the assets of subsidiaries and shareholdings denominated in foreign currencies. The currencies concerned are mainly the pound sterling, the zloty, the Egyptian pound, the US dollar, the Jordanian dinar and the Moroccan dirham.

To hedge its largest foreign asset exposures, Orange has issued debt in the relevant currencies.

The amounts presented below take into account Mobile Financial Services activities (mainly in euros).


	Contribution to consolidated net assets										Sensitivity analysis
	EUR	USD	GBP	PLN		EGP	JOD	MAD	Other	Total	10%	10%
(in millions of euros)									currencies		gain in	loss in
											euro	euro
Net assets excluding net debt (a)⁽¹⁾	51,599	232	68	3,591		732	547	1,012	4,320	62,101	(955)	1,167
Net debt by currency including derivatives (b)⁽²⁾	(25,795)	129	(3)	(856)		(118)	(15)	(465)	121	(27,002)	110	(134)
Net assets by currency (a) + (b)	25,804	360	65	2,735	⁽³⁾	614	532	547	4,441	35,098	(845)	1,033

(1)	Excluding components of net financial debt.

(2)	Net financial debt as defined and used by Orange does not take into account Mobile Financial Services activities, for which this concept is not relevant (see Note 13.3).

(3)	Share of net assets attributable to owners of the parent company in zlotys amounts to 1,386 million euros.


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Due to its international presence, the Orange group income statement is also exposed to risk arising from changes in foreign exchange rates due to the conversion, in the consolidated financial statements, of its foreign subsidiaries’ financial statements.


(in millions of euros)	Contribution to consolidated financial income statement									Sensitivity analysis
	EUR	USD	GBP	PLN	EGP	JOD	MAD	Other	Total	10% gain	10% loss
								currencies		in euro	in euro

Revenue	31,620	1,154	272	2,822	751	462	700	6,340	44,122	(1,137)	1,389
EBITDAaL	9,310	183	6	695	298	189	200	2,154	13,035	(339)	414
Operating income	2,876	108	(7)	270	171	107	62	1,382	4,969	(190)	233

14.3 Liquidity risk management

Diversification of sources of funding

Orange has diversified sources of funding:

– regular issues in the bond markets;

– occasional financing through loans from multilateral or development lending institutions;

– issues in the short-term securities markets under the NEU Commercial Paper program (Negotiable European Commercial Paper, formerly called "commercial paper").

Liquidity of investments

Orange invests its cash surpluses in cash equivalents that meet IAS 7 cash equivalent criteria or at fair value investments (negotiable debt securities, bonds with a maturity of no more than two years, UCITS and term deposits). These investments prioritize minimizing the risk of capital loss over performance.

Cash, cash equivalents and fair value investments are held mainly in France and other European Union countries, which are not subject to restrictions on convertibility or exchange controls.

Smoothing debt maturities

The policy followed by Orange is to apportion debt maturities evenly over the years to come.

The following table shows undiscounted future cash flows for each financial liability shown on the statement of financial position. The key assumptions used in this schedule are:

– amounts in foreign currencies are translated into euros at the year-end closing rate;

– future variable-rate interest is based on the last fixed coupon, unless a better estimate is available;

– TDIRAs being necessarily redeemable in new shares, no redemption is taken into account in the maturity analysis. In addition, as the interest payable on the bonds is due over an undetermined period (see Note 13.4), only interest payable for the first period is included (including interest payments for other periods would not provide relevant information);

– the maturities of revolving credit lines are the contractual maturity dates;

– “Other items” (undated and non-cash items) reconcile, for financial liabilities not accounted for at fair value, the future cash flows and the balance in the statement of financial position.


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(in millions of euros)	Note	December 31,	2024		2025	2026	2027	2028	2029	Other
		2023							and beyond	items ⁽¹⁾
TDIRA	13.4	643	10		—	—	—	—	—	633
Bonds	13.5	28,919	2,455		2,440	1,596	2,031	1,697	18,848	(147)
Bank loans and from development organizations and multilateral lending institutions	13.6	3,339	825		895	489	490	116	536	(13)
Debt relating to financed assets	13.3	411	124		108	91	70	17	—	—
Cash collateral received	13.3	586	586		—	—	—	—	—	—
NEU commercial papers⁽²⁾	13.3	1,247	1,254		—	—	—	—	—	(7)
Bank overdrafts	13.3	234	234		—	—	—	—	—	—
Other financial liabilities	13.3	615	562		5	5	5	—	38	—
Derivatives (liabilities)	13.3	245	1		27	12	—	20	3	—
Derivatives (assets)	13.3	(923)	(6)		(80)	(6)	(6)	(6)	(652)	—
Other Comprehensive Income related to unmatured hedging instruments	13.3	(110)	—		—	—	—	—	—	—
Gross financial debt after derivatives		35,205	6,047		3,395	2,188	2,590	1,843	18,772	466
Trade payables		11,597	9,989		193	149	188	590	488	—
Total financial liabilities (including derivatives assets)		46,803	16,035	⁽³⁾	3,588	2,337	2,778	2,433	19,260	466
Future interests on financial liabilities⁽⁴⁾			1,440		933	816	905	807	4,128	—

(1)	Undated items: TDIRA notional. Non-cash items: amortized cost on bonds and bank loans, and discounting effect on long term trade payables.

(2)	Negotiable European Commercial Paper (formerly called "commercial paper").

(3)	Amounts presented for 2024 correspond to notional and accrued interests not yet due (for 494 million euros).

(4)	Mainly future interests on bonds for 8,150 million euros, on bank loans for 323 million euros and on derivatives instruments for (1,366) million euros.

The liquidity position is one of the indicators of financial position used by the Group. This aggregate, not defined by IFRS, may not be comparable to similarly titled indicators used by other groups.

At December 31, 2023, the liquidity position of Orange’s telecom activities amounts to 14,302 million euros and exceeds the repayment obligations of its gross financial debt in 2024. It breaks down as follows:

Liquidity position

(in millions of euros)

At December 31, 2023, the Orange group’s telecom activities has access to credit facilities in the form of bilateral credit lines and syndicated credit lines. Most of these lines bear interest at variable rates. The available undrawn amount of the credit facilities is 6,120 million euros (including 6,000 million euros for Orange SA).

Cash equivalents amounted to 2,444 million euros, mainly at Orange SA, comprising 1,979 million euros of UCITS and 100 million euros of term deposits.

Investments at fair value amounted to 2,678 million euros, exclusively at Orange SA, comprising 2,485 million euros of NEU Commercial Paper and 166 million euros of bonds.

Any specific contingent commitments in terms of financial ratios are presented in Note 14.4.

Due to its cash level and other immediately disposable investments, the Group is not dependent on the sale of receivables organized in certain countries (see Note 4.3).


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Change in Orange’s credit rating

Orange’s credit rating is an additional overall performance indicator used to assess the Group’s financial policy and risk management policy and, in particular, its solvency and liquidity risk. It is not a substitute for an analysis carried out by investors. Rating agencies regularly review the ratings they award. Any change in the rating could affect the cost of future financing or access to liquidity.

In addition, a change in Orange’s credit rating will, for certain outstanding financing, affect the remuneration paid to investors:

– one Orange SA bond (see Note 13.5) with an outstanding amount of 2.5 billion US dollars maturing in 2031 (equivalent to 2.3 billion euros at December 31, 2023) is subject to a step-up clause in the event that Orange’s credit rating changes. This clause was triggered in 2013 and 2014: the coupon due in March 2014 was thus calculated on the basis of an interest rate of 8.75%. And since then, the bond has been bearing interest of 9%;

– the margin of the 6 billion euro syndicated credit facility signed on November 23, 2022 is subject to change depending on whether Orange’s credit rating is raised or lowered. At December 31, 2023, this credit facility was undrawn.

Orange’s rating did not change during 2023. For Moody’s Investors Service (Moody’s), the outlook included in the rating changed during 2023, from stable to positive.


	Standard	Moody’s	Fitch
	& Poor’s		Ratings
Long-term debt	BBB+	Baa1	BBB+
Outlook	Stable	Positive	Stable
Short-term debt	A2	P2	F2

14.4 Financial ratios and commitments to sustainability targets

Main commitments with regard to financial ratios

Orange SA does not have any credit line or loan subject to specific covenant with regard to financial ratios.

Certain subsidiaries of Orange SA have pledged to comply with certain financial ratios related to indicators defined in the contracts with the banks. The breach of these ratios constitutes an event of default that can lead to early repayment of the line of credit or loan concerned.

The main commitments are as follows:

– Orange Egypt: in respect of bank financing agreements signed in 2018 and 2022, of which the total amount outstanding at December 31, 2023 is 3,050 million Egyptian pounds and 83 million US dollars (i.e. 164 million euros), Orange Egypt is required to comply with a “net senior debt to reported EBITDA” ratio;

– Médi Telecom: in respect of its bank financing agreements signed in 2022, of which the total amount outstanding at December 31, 2023 is 3,659 million Moroccan dirhams (i.e. 335 million euros), Médi Telecom is required to comply with ratios relating to its “net financial debt,” “net financial debt/EBITDA” and “net equity;”

– Orange Côte d’Ivoire: in respect of its bank financing agreements signed in 2016 and 2019, of which the total amount outstanding at December 31, 2023 is 70 billion CFA francs (i.e. 107 million euros), Orange Côte d’Ivoire is required to comply with a “net debt to reported EBITDA” ratio;

These ratios were complied with at December 31, 2023.

Main commitments to sustainability targets

Orange SA is committed to social and environmental responsibility. This commitment is expressed, among other things, by the introduction of financial liabilities that include a step-up clause to change the coupon rates if Orange fails to meet its sustainability target:

−

On November 23, 2022, Orange signed with 27 international banks a 6 billion euros multi-currency syndicated revolving credit facility indexed on environmental and social indicators, to refinance in advance its previous syndicated loan maturing in December 2023. This sustainable refinancing illustrates the Group’s environmental, social and governance (ESG) commitments, with an indexation of the margin to the achievement of objectives relating to CO₂ emissions (scopes 1 & 2, scope 3), in line with Orange’s goal of being Net Zero Carbon by 2040, and to gender diversify its workforce. This new facility, initially maturing in November 2027, includes two options to extend for one more year each, exercisable by Orange and subject to the banks’ approval. In October 2023, Orange exercised the first option enabling the initial maturity to be extended with the agreement of the lenders as follows: 5,872 million euros maturing in November 2028 and 128 million euros retaining the initial maturity of November 2027.

−

On September 11, 2023 Orange carried out its first sustainability-linked bond issue, for a total nominal amount of 500 million euros, maturing in 2035, with a coupon rate of 3.875%. The bonds are linked to the Group’s target of reducing its greenhouse gas emissions (Scope 1, 2 and 3) and its commitment to provide digital support and training to external beneficiaries.

Default or material adverse change clauses

Most of Orange’s financing agreements, notably including the 6 billion euros syndicated credit facility set up on November 23, 2022, as well as bonds, are not subject to early redemption obligations in the event of a material adverse change or cross default provisions. However, most of these agreements include cross acceleration provisions. Thus, the mere occurrence of events of default in other financing agreements would not automatically trigger accelerated repayment under the aforementioned agreements.

14.5 Credit risk and counterparty risk management

The Group could be exposed to a concentration of counterparty risk in respect of its trade receivables, cash and cash equivalents, investments and derivatives.


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Orange considers that it has limited concentration in counterparty risk with respect to trade receivables due to its large and diverse customer base (residential, professional and large business customers) operating in numerous industries and located in many French regions and foreign countries. The maximum value of the counterparty risk on these financial assets is equal to their recognized net carrying value. An analysis of net trade receivables past due is provided in Note 4.3. Loans and other receivables mainly include elements for which the amount due but not provisioned is not material.

Orange SA is exposed to counterparty risk through its investments and derivatives. Therefore, it performs a strict selection of public, financial or industrial institutions in which it invests or with which it enters into derivative agreements. This selection takes particular note of the institutions' credit ratings. Therefore:

– for each non-banking counterparty selected for investments, limits are based on the ratings and maturities of the investments;

– for each bank counterparty selected for investments and for derivatives, limits are based on equity, rating, CDS (credit default swaps, an accurate indicator of potential default risk) as well as on periodic analyses carried out by the Treasury Department;

– theoretical limits and consumption limits are monitored and reported on a daily basis to the Group treasurer and the head of the trading room. These limits are adjusted regularly depending on credit events.

For derivatives, master agreements relating to financial instruments (French Banking Federation) are signed with all counterparties and provide for the netting of payables and receivables, in case of failure of one of the parties, as well as the calculation of a final balance to be received or paid. These agreements include a CSA (Credit Support Annex) cash collateral clause that can lead to either a deposit (collateral paid) or collection (collateral received), on a daily basis. These payment amounts correspond to the change in the market value of all derivatives.

As a rule, investments are negotiated with high-grade banks. Exceptionally, subsidiaries occasionally deal with counterparties with the highest ratings available locally.

Effect of mechanisms to offset exposure to credit risk and counterparty risk of derivatives


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Collateralised Derivatives (net) (a)	647	1,014	408
Fair value of collateralised derivatives assets	867	1,374	690
Fair value of collateralised derivatives liabilities	(220)	(360)	(282)
Amount of cash collateral paid/(received) (b)	(565)	(1,034)	(362)
Amount of cash collateral paid	21	38	27
Amount of cash collateral received	(586)	(1,072)	(389)
Residual exposure to counterparty risk (a) + (b) ⁽¹⁾	82	(20)	46
Non collateralised Derivatives (net)	31	55	(3)
Fair value of non collateralised derivatives assets	56	81	—
Fair value of non collateralised derivatives liabilities	(25)	(26)	(3)

(1)	The residual exposure to counterparty risk is mainly due to a time difference between the valuation of derivatives at the closing date and the date on which the cash collateral exchanges were made.

The change in net cash collateral deposits between 2022 and 2023 is mainly due to the depreciation of the US dollar and the interest rate effect of derivatives hedging bonds denominated in US dollar. The change in net cash collateral received between 2021 and 2022 was mainly due to the appreciation of the US dollar and the depreciation of the pound sterling against the euro.

Sensitivity analysis of cash collateral to changes in market interest rates and exchange rates

A change in market interest rates (mainly euros) of +/-1% would affect the fair value of derivatives hedging interest rate risk as follows:


(in millions of euros)	Rate decrease of 1%	Rate increase of 1%
Change of fair value of derivatives	(717)	714
	Rate decrease of 1%	Rate increase of 1%
Amount of cash collateral paid (received)	717	(714)

A 10% increase or decrease in the euro exchange rate would affect the fair value of derivatives hedging foreign exchange risk as follows:


(in millions of euros)	10% loss in euro	10% gain in euro
Change of fair value of derivatives	1,285	(1,051)
	10% loss in euro	10% gain in euro
Amount of cash collateral received (paid)	(1,285)	1,051

14.6Commodity risk management (energy contracts)

The majority of the Group’s electricity needs are met through fixed-price or indexed forward purchase contracts, depending on the situation. In accordance with IFRS 9, contracts concluded on non-financial assets (electricity) to meet the normal business needs of the company and used solely for its business, rather than for speculation or arbitrage on energy price fluctuations, are not considered as derivatives (application of the "own-use" exemption in IFRS 9). The Group’s commitments under those contracts are presented as off-balance sheet commitments in Note 16.1.

To meet its commitments in terms of Net Zero Carbon by 2040, the Group enters into Power Purchase Agreements (PPA) for electricity generated by renewable sources. These contracts may be physical (with physical delivery of electricity and therefore not leading to the recognition of derivative instruments), or virtual. Energy supply is achieved through a portfolio of contracts mixing PPA, Solar/Energy As A Service, power purchase contracts with different terms (market), and supply contracts (aggregation and distribution).

The Group is considering Virtual Power Purchase Agreements (VPPAs). These contracts result in the recognition of derivatives at fair value through profit or loss since there is no physical delivery of electricity. At December 31, 2023, the Group has only Virtual Power Purchase Agreements in Poland and Romania. These contracts are classified as cash flow hedges, the ineffective portion of which has a direct impact on the income statement. Fluctuations in the fair value of the effective portion of the hedge are recognized in other comprehensive income (see Note 13.8.2).


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The table below sets out the Group’s main energy supply agreements at December 31, 2023.

Overall

contract

Energy

volume

Signature

Value

Source

(in GWh)

date

Date

Maturity

Duration

Nature

Accounting Model

France

Boralex

Wind power

2021

2025

5 years

Physical PPA

Own Use exemption

Engie

Solar power

2023

2025

2040

15 years

Physical PPA

Own Use exemption

Total Energie

Solar power

100

2023

2025

2045

20 years

Physical PPA

Own Use exemption

Engie

Solar power

102

2023

2025

2045

20 years

Physical PPA

Own Use exemption

Poland

Enertrag-Dunowo Sp.

Wind power

1,274

2021

2024

2035

12 years

Virtual PPA

Cash Flow Hedge

EDF

Wind power

1,686

2022

2023

2030

8 years

Physical PPA

Own Use exemption

RPower

Solar power

585

2023

2024

2034

10.5 years

Physical PPA

Own Use exemption

WPD

Wind power

480

2020

2021

2031

10 years

Physical PPA

Own Use exemption

Romania

Engie Romania

Solar power

145

2023

2025

2029

4.5 years

Virtual PPA

Cash Flow Hedge

Enery Group

Solar power

400

2023

2025

2032

8 years

Virtual PPA

Cash Flow Hedge

The volumes hedged by renewable electricity supply contracts represent a proportion of around 10% of the Group’s annual consumption in 2023 (5,700 GWh in 2023, 5,594 GWh in 2022 and 5,154 GWh in 2021).

14.7 Equity market risk

Orange SA has no call options on its own shares and no commitments for forward purchases of shares. At December 31, 2023, it held 2,429,143 treasury shares. Orange SA owns subsidiaries listed on equity markets whose share value may be affected by general trends in these markets. In particular, the market value of these listed subsidiaries’ shares is one of the measurement variables used in impairment testing.

The UCITS in which Orange invests for cash management purposes do not hold equities.

The Orange group is also exposed to equity risk through some of its retirement plan assets (see Note 6.2).

At December 31, 2023, the Group is not materially exposed to market risk on the shares of listed companies.

14.8 Capital management

Orange SA and its non-financial subsidiaries are not subject to regulatory requirements related to equity (other than the usual standards applicable to any commercial company).

Its financial subsidiaries (like electronic money institutions) are subject to regulatory equity requirements specific to their sector and jurisdiction.

Like any company, Orange manages its financial resources (both equity and net financial debt) as part of a balanced financial policy, aiming to ensure flexible access to capital markets, including for the purpose of selectively investing in development projects, and to provide a return to shareholders.

In terms of net financial debt (see Note 13.3), this policy translates into liquidity management as described in Note 14.3 and a specific attention to credit ratings assigned by rating agencies.

This policy is also reflected, in some markets, by the presence of minority shareholders in the capital of subsidiaries controlled by Orange. This serves to limit the Group’s debt while providing a benefit from the presence of local shareholders.


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14.9 Fair value of financial assets and liabilities

The market value of the net financial debt carried by Orange is estimated at 26.3 billion euros at December 31, 2023, for a book value of 27.0 billion euros.


(in millions of euros)			December 31, 2023
	Note	Classification	Book	Estimated	Level 1	Level 2	Level 3
		under IFRS 9 ⁽¹⁾	value	fair	and
				value	cash
Trade receivables		AC	6,046	6,046	—	6,046	—
Financial assets	13.7		3,777	3,777	99	3,286	392
Equity securities		FVOCI	490	491	99	—	392
Equity securities		FVR	173	173	—	173	—
Investments at fair value		FVR	2,678	2,678	—	2,678	—
Cash collateral paid		FVR	21	21	—	21	—
Financial assets at amortized cost		AC	415	415	—	415	—
Cash and Cash equivalents	13.3		5,504	5,504	5,504	—	—
Cash		AC	3,060	3,060	3,060	—	—
Cash equivalents		FVR	2,444	2,444	2,444	—	—
Trade payables		AC	(11,596)	(11,596)	—	(11,596)	—
Financial liabilities	13.3		(35,993)	(35,241)	(28,080)	(6,870)	(291)
Financial debts		AC	(35,702)	(34,950)	(28,080)	(6,870)	—
Other		FVR	(291)	(291)	—	—	(291)
Derivatives (net amount) ⁽²⁾	13.8		678	678	—	678	—

(1)	"AC" stands for "amortized cost", "FVR" stands for "fair value through profit or loss", "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss."

(2)	The classification for derivatives depends on their hedging qualification.

The table below provides an analysis of the change in level 3 market values for financial assets and liabilities measured at fair value in the statement of financial position.


(in millions of euros)	Equity securities	Financial
		liabilities at fair
		value through
		profit or loss, excluding
		derivatives
Level 3 fair values at December 31, 2022	355	(8)
Gains (losses) taken to profit or loss	—	(5)
Gains (losses) taken to other comprehensive income	(4)	—
Acquisition (sale) of securities	37	—
Other	4	(279)
Level 3 fair values at December 31, 2023	392	(291)

The market value of the net financial debt carried by Orange was estimated at 23.8 billion euros at December 31, 2022, for a book value of 25.3 billion euros.


(in millions of euros)			December 31, 2022
	Note	Classification	Book	Estimated	Level 1	Level 2	Level 3
		under IFRS 9	value	fair value	and cash
Trade receivables		AC	6,237	6,237	—	6,237	—
Financial assets	13.7		5,545	5,545	65	5,124	355
Equity securities		FVOCI	421	421	65	—	355
Equity securities		FVR	205	205	—	205	—
Investments at fair value		FVR	4,500	4,500	—	4,500	—
Cash collateral paid		FVR	38	38	—	38	—
Financial assets at amortized cost		AC	381	381	—	381	—
Cash and Cash equivalents	13.3		5,846	5,846	5,846	—	—
Cash		AC	2,668	2,668	2,668	—	—
Cash equivalents		FVR	3,178	3,178	3,178	—	—
Trade payables		AC	(11,551)	(11,551)	—	(11,551)	—
Financial liabilities	13.3		(36,638)	(35,121)	(27,681)	(7,432)	(8)
Financial debts		AC	(36,630)	(35,113)	(27,681)	(7,432)	—
Other		FVR	(8)	(8)	—	—	(8)
Derivatives (net amount)	13.8		1,069	1,069	—	1,069	—


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The market value of the net financial debt carried by Orange was estimated at 31.5 billion euros at December 31, 2021, for a book value of 24.3 billion euros.


			December 31, 2021
(in millions of euros)	Note	Classification	Book	Estimated	Level 1
		under IFRS 9	value	fair value	and cash	Level 2	Level 3
Trade receivables		AC	6,040	6,040	—	6,040	—
Financial assets	13.7		3,291	3,291	55	2,859	377
Equity securities		FVOCI	432	432	55	—	377
Equity securities		FVR	203	203	—	203	—
Investments at fair value		FVR	2,266	2,266	—	2,266	—
Cash collateral paid		FVR	27	27	—	27	—
Financial assets at amortized cost		AC	363	363	—	363	—
Cash and Cash equivalents	13.3		8,188	8,188	8,188	—	—
Cash		AC	2,709	2,709	2,709	—	—
Cash equivalents		FVR	5,479	5,479	5,479	—	—
Trade payables		AC	(11,163)	(11,163)	—	(11,163)	—
Financial liabilities	13.3		(35,348)	(42,534)	(33,058)	(9,466)	(9)
Financial debts		AC	(35,339)	(42,524)	(33,058)	(9,466)	—
Other		FVR	(9)	(9)	—	—	(9)
Derivatives (net amount)	13.8		405	405	—	405	—

Accounting policies

The fair values of financial assets and liabilities in the statement of financial position have been classified based on three hierarchy levels:

– level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

– level 2: inputs that are observable for the asset or liability, either directly or indirectly;

– level 3: unobservable inputs for the asset or liability.

The fair value of the financial assets at fair value through other comprehensive income ("FVOCI" and "FVOCIR") is the quoted price at year-end for listed securities and, for non-listed securities, uses a valuation technique determined according to the most appropriate financial criteria in each case (comparable transactions, multiples for comparable companies, shareholders’ agreement, discounted future cash flows).

For financial assets at amortized cost ("AC"), the Group considers that the carrying value of cash, trade receivables and various deposits provides a reasonable approximation of fair value, due to the high liquidity of these items.


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Among financial assets at fair value through profit or loss ("FVR"), with respect to very short-term investments such as deposits, deposit certificates, commercial paper or negotiable debt securities, the Group considers that the par value of the investment and any related accrued interest represent a reasonable approximation of fair value.

The fair value of UCITS is the latest net asset value.

The fair value of equity securities is the quoted price at year-end for listed securities and, for non-listed securities, uses a valuation technique determined according to the most appropriate financial criteria in each case (comparable transactions, multiples for comparable companies, shareholders’ agreement, discounted future cash flows).

For financial liabilities at amortized cost (“AC”) the fair value of financial liabilities is determined using:

– the quoted price for listed instruments (a detailed analysis is performed in the case of a material decrease in liquidity to evidence whether the observed price corresponds to the fair value; otherwise the quoted price is adjusted);

– the present value of estimated future cash flows, discounted using rates observed by the Group at the end of the period for other instruments. The results calculated using the internal valuation model are systematically benchmarked with the values provided by Bloomberg.

The Group considers the carrying value of trade payables and deposits received from customers to be a reasonable approximation of fair value, due to the high liquidity of these items.

The fair value of long-term trade payables is the value of future cash flows discounted at the interest rates observed by the Group at the end of the period.

Financial liabilities at fair value through profit or loss (“FVR”) mainly concern firm or contingent commitments to purchase non-controlling interests. Their fair value is measured in accordance with the provisions of the contractual agreements. When the commitment is based on a fixed price, a discounted value is retained.

The fair value of derivatives, mostly traded over the counter, is determined using the present value of estimated future cash flows, discounted using the interest rates observed by the Group at the end of the period. The results calculated using the internal valuation model are consistently benchmarked with the values provided by bank counterparties and Bloomberg.

When there are no reliable market data which identify the probability of default, the CVA (credit value adjustment) and the DVA (debit value adjustment) are measured based on historical default charts and CDS (credit default swap) trends. Counterparty credit risk and the Group’s own specific default risk are also continuously monitored based on the monitoring of debt security credit spreads on the secondary market and other market information. Given the implementation of collateralization, and based on counterparty policies and the management of the indebtedness and liquidity risk described in Note 14, CVA and DVA estimates are not material compared with the measurement of the related financial instruments.

Note 15 Equity

At December 31, 2023, Orange SA’s share capital, based on the number of issued shares at this date, amounted to 10,640,226,396 euros, divided into 2,660,056,599 ordinary shares with a par value of 4 euros each.

At December 31, 2023, the share capital and voting rights of Orange SA broke down as follows:

15.1 Changes in share capital

No new shares were issued during the 2023 fiscal year.


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15.2 Treasury shares

As authorized by the Shareholders' Meeting of May 23, 2023, the Board of Directors instituted a new Share Buyback Program (the 2023 Buyback Program) and canceled the 2022 Buyback Program, with immediate effect. This authorization is granted for a period of 18 months from the aforementioned Shareholders' Meeting. The 2023 Buyback Program is described in the Orange Universal Registration Document (URD) filed with the French Financial Markets Authority (Autorité des marchés financiers – AMF) on March 29, 2023.


(in number of shares)	December 31,	December 31,	December 31,
	2023	2022	2021
Free share award plans⁽¹⁾	1,664,145	1,285,171	2,009,500
Liquidity contract	764,998	680,000	—
Total treasury shares	2,429,143	1,965,171	2,009,500

(1)	During the fiscal year 2021, Orange bought back and delivered treasury shares to the beneficiaries of the Together 2021 Employee Shareholding Plan. At the same time, Orange repurchased shares mainly under the Long-Term Incentive Plans (LTIP) (see Note 6.3).

Accounting policies

Treasury shares are recorded as a deduction from equity, at acquisition cost. Gains and losses arising from the sale of treasury shares are recognized in consolidated reserves, net of tax.

15.3 Dividends

Full Year

Approved by

Description

Dividend

Payout date

Payment

Total

per share

method

(in millions

(in euro)

of euros)

2023

Board of Directors Meeting on July 25, 2023

2023 interim dividend

0.30

December 6, 2023

Cash

798

Shareholders' Meeting on May 23, 2023

Balance for 2022

0.40

June 7, 2023

Cash

1,064

Total dividends paid in 2023

1,862

2022

Board of Directors Meeting on July 27, 2022

2022 interim dividend

0.30

December 7, 2022

Cash

797

Shareholders' Meeting on May 19, 2022

Balance for 2021

0.40

June 9, 2022

Cash

1,063

Total dividends paid in 2022

1,861

2021

Board of Directors Meeting on July 28, 2021

2021 interim dividend

0.30

December 15, 2021

Cash

797

Shareholders' Meeting on May 18, 2021

Balance for 2020

0.50

June 17, 2021

Cash

1,330

Total dividends paid in 2021

2,127

2020

Board of Directors Meeting on October 28, 2020

2020 interim dividend

0.40

December 9, 2020

Cash

1,064

Shareholders' Meeting on May 19, 2020

Balance for 2019

0.20

June 4, 2020

Cash

532

Total dividends paid in 2020

1,595

The amount available to provide a return to shareholders in the form of dividends is calculated on the basis of the total net income and retained earnings, under French GAAP, of the entity Orange SA, the Group’s parent company.


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15.4 Subordinated notes

Nominal value of subordinated notes

Issues and repurchases of subordinated notes are presented below:


Initial issue date	Initial	Initial	Initial	Rate		December	Issue	December	Issue	December	Residual
	nominal	nominal	currency			31, 2021	Redemption	31, 2022	Redemp	31, 2023	nominal
	value	value				(in millions	tion	(in millions	tion	(in millions	value
	(in millions	(in millions				of euros)		of euros)		of euros)	(in millions
	of currency)	of euros)									of euros)
2/7/2014	1,000	1,000	EUR	5.25	%	1,000	—	1,000	(1,000)	—	—
10/1/2014	1,250	1,250	EUR	5.00	%	1,250	—	1,250	—	1,250	1,250
10/1/2014	600	771	GBP	5.75	%	547	(547)	—	—	—	—
4/15/2019	1,000	1,000	EUR	2.38	%	1,000	—	1,000	—	1,000	1,000
9/19/2019	500	500	EUR	1.75	%	500	—	500	—	500	500
10/15/2020	700	700	EUR	1.75	%	700	—	700	—	700	700
5/11/2021	500	500	EUR	1.38	%	500	—	500	—	500	500
4/18/2023	1,000	1,000	EUR	5.38	%	—	—	—	1,000	1,000	1,000
Issues and purchases of subordinated notes						5,497	(547)	4,950	—	4,950

All notes, listed on Euronext Paris, are deeply subordinated notes (senior compared to ordinary shares) i.e. : the holders will only be remunerated (whether for the nominal, interest or any other amount) after all other creditors, including holders of participating loans and securities, simply subordinated or not, representing a claim on Orange.

At each interest payment date, remuneration may be either paid or deferred, at the option of the issuer. Deferred coupons are capitalized and become due and payable in full under certain circumstances defined contractually and under the control of Orange.

Gains (losses) on disposal, premiums and issuance costs related to issues/repurchases of subordinated notes are presented under “reserves” in equity.

The Group understands that some rating agencies assign an “equity” component from 0 to 50% to capital instruments.

Issues and purchases of subordinated notes

– On February 7, 2014, as part of its EMTN (Euro Medium Term Notes) program, Orange issued the equivalent of 2.8 billion euros of deeply subordinated notes, in euros and in pounds sterling, in three tranches:

1 billion euros with a fixed annual coupon of 4.25% (tranche repurchased in 2019);

1 billion euros with a fixed annual coupon of 5.25%; and

650 million pounds sterling (782 million euros at the ECB fixing price on the issue date), with a fixed annual coupon of 5.875% (tranche repurchased in 2020 and 2021).

A revision of interest rates based on market conditions was provided for contractually on each call option exercise date. Orange had a call option on each of these tranches respectively from February 7, 2020, February 7, 2024, and February 7, 2022 and upon the occurrence of certain contractually defined events.

Step-up clauses provide for coupon adjustments of 0.25% in 2025 and an additional 0.75% in 2040 for the first tranche, 0.25% in 2024 and an additional 0.75% in 2044 for the second tranche, and 0.25% in 2027 and an additional 0.75% in 2042 for the third tranche.

This issuance was the subject of a prospectus approved by the AMF (visa no. 14-036).

On April 5, 2023, Orange launched an offer to repurchase the entire existing second and final tranche. On April 18, 2023, following this offer, the Group was able to repurchase 802 million euros of these subordinated notes. The nominal amount remaining in circulation after this repurchase amounts to 198 million euros. On December 13, 2023, Orange announced its intention to exercise its option on February 7, 2024 to repurchase the remaining outstanding amount of 198 million euros. As a result, the remaining outstanding amount was reclassified to current financial liabilities at December 31, 2023.

–	On October 1, 2014, as part of its EMTN program, Orange issued the equivalent of 3 billion euros of deeply subordinated notes, in euros and pounds sterling, in three tranches:

1 billion euros with a fixed annual coupon of 4% (entire tranche repurchased in 2019 and 2021);

1.25 billion euros with a fixed annual coupon of 5%; and

600 million pounds sterling (771 million euros at the ECB fixing price on the issue date), with a fixed annual coupon of 5.75%.

A revision of interest rates based on market conditions is provided for contractually on each call option exercise date. Orange has a call option on each of these tranches respectively from October 1, 2021, October 1, 2026, and April 1, 2023 and upon the occurrence of certain contractually defined events.

Step-up clauses provide for coupon adjustments of 0.25% in 2026 and an additional 0.75% in 2041 for the first tranche, 0.25% in 2026 and an additional 0.75% in 2046 for the second tranche, and 0.25% in 2028 and an additional 0.75% in 2043 for the third tranche.

This issuance was the subject of a prospectus approved by the AMF (visa no. 14-525).

Successive repurchases were carried out on the third and last tranche in 2020 and 2021.


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On November 21, 2022, Orange launched a final repurchase offer on this tranche, for the remaining 426 million pounds sterling (historical cost of 547 million euros). On November 30, 2022, following this offer, the Group repurchased 387 million pounds sterling of these subordinated notes (historical value of 496 million euros). The nominal amount remaining after this purchase, i.e. 39 million pounds sterling (historical value of 50 million euros), represented less than 10% of the initial nominal amount. In accordance with the agreement, this allowed Orange to announce on December 1, 2022 its intention to exercise its early redemption option on the remaining amount outstanding on January 17, 2023. Accordingly, the remaining amount outstanding of these subordinated notes in pounds sterling was reclassified to current financial liabilities at December 31, 2022 (the repurchase having taken place on January 17, 2023).

–	On April 15, 2019, as part of its EMTN program, Orange issued the equivalent of 1 billion euros of deeply subordinated notes.

A revision of interest rates based on market conditions is provided for contractually on each call option exercise date. Orange has a call option on this tranche from April 15, 2025 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2030 and an additional 0.75% in 2045.

This issuance was the subject of a prospectus approved by the AMF (visa no. 19-152).

–	On September 19, 2019, as part of its EMTN program, Orange issued the equivalent of 500 million euros of deeply subordinated notes.

A revision of interest rates based on market conditions is provided for contractually on each call option exercise date. Orange has a call option on this tranche from March 19, 2027 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2032 and an additional 0.75% in 2047.

This issuance was the subject of a prospectus approved by the AMF (visa no. 19-442).

–	On October 15, 2020, as part of its EMTN program, Orange issued the equivalent of 700 million euros of deeply subordinated notes.

A revision of interest rates based on market conditions is provided for contractually from October 15, 2028. Orange has a call option on this tranche from July 15, 2028 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually defined events.

Step-up clauses provide for a coupon adjustment of 0.25% in 2033 and an additional 0.75% in 2048.

This issuance of subordinated notes was the subject of a prospectus approved by the AMF (visa no. 20-509).

–	On May 11, 2021, as part of its EMTN program, Orange issued the equivalent of 500 million euros of deeply subordinated notes with a coupon of 1.375% until the first adjustment date.

A revision of interest rates based on market conditions is provided for contractually from May 11, 2029.

Step-up clauses provide for a coupon adjustment of 0.25% in 2034 and an additional 1.00% in 2049.

Orange has a call option on this tranche from May 11, 2029 (first date for the revision of the rates of the tranche in question) and upon the occurrence of certain contractually defined events.

This issuance of subordinated notes was the subject of a prospectus approved by the AMF on May 7, 2021 (visa no. 21-141).

–	On April 18, 2023, as part of its EMTN program, Orange issued 1 billion euros of subordinated notes with an annual fixed coupon of 5.375%.

A revision of interest rates based on market conditions is provided for contractually from 2030.

Orange has a call option on this tranche from January 18, 2030 and upon the occurrence of certain contractually defined events.

Step-up clauses provide for a coupon adjustment of 0.25% from 2035 and an additional 0.75% from 2050.

This issuance of subordinated notes was the subject of a prospectus approved by the AMF (visa no. 23-094).

The amount presented in the “subordinated notes” column of the consolidated statements of changes in shareholders’ equity of 4,950 million euros corresponds to the nominal amount recorded at historical value (the bonds denominated in pounds sterling have been fully repaid in early 2023).

Subordinated notes remuneration

The remuneration of holders is recorded in equity five working days before the annual payment date, unless Orange exercises its right to defer the payment.

The tax impact relating to the remuneration of subordinated notes is recorded through profit or loss in the period.

Since their issuance, Orange has not exercised its right to defer the coupon payments related to subordinated notes.


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The remuneration of subordinated notes is as follows:


						2023		2022		2021
	Initial nominal value	Initial nominal value	Initial
Initial issue date	(in millions of currency)	(in millions of euros)	currency	Rate		(in millions of currency)	(in millions of euros)	(in millions of currency)	(in millions of euros)	(in millions of currency)	(in millions of euros)
2/7/2014	1,000	1,000	EUR	5.25	%	(71)	(71)	(53)	(53)	(53)	(53)
2/7/2014	650	782	GBP	5.88	%	—	—	—	—	(32)	(36)
10/1/2014	1,000	1,000	EUR	4.00	%	—	—	—	—	(3)	(3)
10/1/2014	1,250	1,250	EUR	5.00	%	(63)	(63)	(63)	(63)	(63)	(63)
10/1/2014	600	771	GBP	5.75	%	—	-	(41)	(49)	(33)	(38)
4/15/2019	1,000	1,000	EUR	2.38	%	(24)	(24)	(24)	(24)	(24)	(24)
9/19/2019	500	500	EUR	1.75	%	(9)	(9)	(9)	(9)	(9)	(9)
10/15/2020	700	700	EUR	1.75	%	(12)	(12)	(12)	(12)	(12)	(12)
5/11/2021	500	500	EUR	1.38	%	(7)	(7)	(7)	(7)	—	—
4/18/2023	1,000	1,000	EUR	5.38	%	—	—	—	—	—	—
Subordinated notes remuneration classified in equity							(185)		(215)		(238)
Coupons on subordinated notes reclassified as short-term borrowings							8		2		—
Subordinated notes remuneration paid							(177)		(213)		(238)

The tax effects from the conversion of subordinated notes whose par value is denominated in pounds sterling, and from the gains and losses on disposal, premiums and issuance costs on subordinated notes that have been refinanced, are presented under “other movements” in the consolidated statement of changes in shareholders’ equity and amounted to 6 million euros in 2023, (2) million euros in 2022 and 29 million euros in 2021.

Accounting policies

Subordinated notes

The Group issued subordinated notes in several tranches.

These instruments have no maturity and the coupon settlement may be deferred at the option of the issuer. They are booked in equity.

As equity instruments are recognized at historical value, the tranche denominated in foreign currency is never remeasured. Where appropriate, a translation adjustment impact is booked in equity when a call option is exercised.

The remuneration of holders is recorded directly in equity at the time of the decision to pay the coupons.

The tax impact related to the remuneration is accounted for through profit or loss, and that related to the remeasurement of the foreign currency portion is accounted for in equity.


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Equity component of perpetual bonds redeemable for shares (TDIRAs) (see Note 13.4)

The equity component is determined as the difference between the fair value of the instrument taken as a whole and the fair value of the debt component. The equity component thus determined and recognized at inception is not subsequently re-measured and remains in equity, even when the instrument is extinguished.

15.5 Translation adjustments


(in millions of euros)	2023	2022	2021
Gain (loss) recognized in other comprehensive income during the period	(29)	(370)	196
Reclassification to net income for the period	1	(4)	4
Total translation adjustments in the consolidated statement of comprehensive income	(28)	(374)	200


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021
Polish zloty	799	603	645
Egyptian pound⁽¹⁾	(872)	(730)	(444)
Slovak Koruna	220	220	220
Leone	(244)	(217)	(150)
Other	(190)	(134)	(155)
Total translation adjustments	(286)	(258)	116
o/w share attributable to the owners of the parent company	(526)	(455)	(96)
o/w share attributable to non-controlling interests	240	198	211

(1)	Includes the effects of the devaluation of the Egyptian pound in the 2022 and 2023 fiscal years.

Accounting policies

The functional currency of foreign operations located outside the euro area is generally the local currency, unless the major cash flows are made with reference to another currency (such as the Orange Romania – euros and in the Democratic Republic of the Congo – American dollars).

The financial statements of foreign operations whose functional currency is neither the euro nor the currency of a hyper-inflationary economy are translated into euros (the Group’s presentation currency) as follows:

– assets and liabilities are translated at the year-end rate;

– items in the income statement are translated at the average rate for the period;

– the translation adjustment resulting from the use of these different rates is included in other comprehensive income.

Translation adjustments are reclassified to profit or loss when the entity disposes or partially disposes (loss of control, loss of joint control, loss of significant influence) of its interest in a foreign operation through the sale, liquidation, repayment of capital or discontinuation of all, or part of, that activity. The decrease in the carrying value of a foreign operation, either due to its own losses or because of the recognition of an impairment loss, does not result in a reclassification through profit or loss of the accumulated translation adjustments.

Reclassification of translation adjustments is presented in profit or loss within:

– net income of discontinued operations, when a line of business or major geographical area is disposed of;

– gains (losses) on disposal of fixed assets, investments and activities, when other businesses are disposed of.


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15.6 Non-controlling interests

The data presented below concern all entities of the following groups:


(in millions of euros)	2023	2022	2021
Credit part of net income attributable to non-controlling interests (a)	518	509	577
o/w Sonatel and its subsidiaries	320	269	243
o/w Orange Polska and its subsidiaries	73	94	222
o/w Orange Côte d'Ivoire and its subsidiaries	48	50	53
o/w Médi Telecom and its subsidiaries	33	33	19
o/w Jordan Telecom and its subsidiaries	28	29	16
o/w Orange Belgium and its subsidiaries	—	20	12
Debit part of net income attributable to non-controlling interests (b)	(67)	(38)	(33)
o/w Orange Romania and its subsidiaries	(48)	(33)	—
o/w Orange Belgium and its subsidiaries	(15)	—	—
o/w Orange Bank and its subsidiaries	—	—	(22)
Total part of net income attributable to non-controlling interests (a) + (b)	451	471	545
Credit part of comprehensive income attributable to non-controlling interests (a)	540	524	612
o/w Sonatel and its subsidiaries	307	263	263
o/w Orange Polska and its subsidiaries	114	114	215
o/w Orange Côte d'Ivoire and its subsidiaries	47	52	55
o/w Médi Telecom and its subsidiaries	36	24	23
o/w Jordan Telecom and its subsidiaries	21	39	27
o/w Orange Belgium and its subsidiaries	—	19	13
Debit part of comprehensive income attributable to non-controlling interests (b)	(70)	(37)	(31)
o/w Orange Romania and its subsidiaries	(51)	(31)	—
o/w Orange Belgium and its subsidiaries	(16)	—	—
o/w Orange Bank and its subsidiaries	—	—	(22)
Total part of comprehensive income attributable to non-controlling interests (a) + (b)	470	487	580


(in millions of euros)	2023	2022	2021
Dividends paid to non-controlling interests	381	328	218
o/w Sonatel and its subsidiaries	208	185	166
o/w Orange Côte d'Ivoire and its subsidiaries	53	51	29
o/w Orange Polska and its subsidiaries	50	35	—
o/w Médi Telecom and its subsidiaries	34	33	—
o/w Jordan Telecom and its subsidiaries	25	18	11
o/w Orange Belgium and its subsidiaries	—	—	7


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Credit part of equity attributable to non-controlling interests (a)	3,285	3,183	3,030
o/w Orange Polska and its subsidiaries	1,313	1,250	1,170
o/w Sonatel and its subsidiaries	1,008	907	826
o/w Orange Côte d'Ivoire and its subsidiaries	247	253	257
o/w Jordan Telecom and its subsidiaries	189	193	171
o/w Orange Romania and its subsidiaries	163	217	267
o/w Orange Belgium and its subsidiaries	149	155	138
o/w Médi Telecom and its subsidiaries	142	140	148
Debit part of equity attributable to non-controlling interests (b)	(11)	(11)	(10)
Total equity attributable to non-controlling interests (a) + (b)	3,274	3,172	3,020

Accounting policies

Commitments to purchase non-controlling interests (“put options”)

When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the carrying value of the non-controlling interests is reclassified to financial debt.

When the amount of the commitment exceeds the amount of the non-controlling interests, the difference is recorded as a reduction in equity attributable to the owners of the parent company. Financial debt is remeasured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.


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Non-controlling interests that are debtors

Total comprehensive income of a subsidiary is attributed to the owners of the parent company and to the non-controlling interests. In accordance with IFRS 10, this can result in the non-controlling interests having a deficit balance.

Transactions with shareholders of a controlled entity

Each transaction with minority shareholders of an entity controlled by the Group, when not resulting in a loss of control, is accounted for as an equity transaction with no effect on consolidated comprehensive income.

15.7 Earnings per share

Net income

The Group net income used to calculate basic and diluted earnings per share is determined according to the following method:


(in millions of euros)	2023	2022	2021
Net income - basic	2,440	2,146	233
Effect of subordinated notes	(175)	(200)	(225)
Net income attributable to the owners of the parent company - basic (adjusted)	2,265	1,946	8
Impact of dilutive instruments on net income:
TDIRA	—	12	—
Net income attributable to the owners of the parent company - diluted	2,265	1,957	8

Number of shares

The weighted average number of shares used to calculate the basic and diluted earnings per share is presented below:


(number of shares)	2023	2022	2021
Weighted average number of ordinary shares outstanding	2,659,184,216	2,658,328,369	2,656,981,542
Impact of dilutive instruments on number of ordinary shares:
TDIRA	—	27,269,551	—
Free share award plans (LTIP)	1,336,982	1,233,198	776,743
Weighted average number of shares outstanding - diluted	2,660,521,198	2,686,831,119	2,657,758,285

The average market price of the Orange share is higher than the fair value adopted under the free share award plans for all periods presented (see Note 6.3). The number of shares corresponding to this difference was thus dilutive at the reporting date of the periods presented.

At December 31, 2023 (as at December 31, 2021), the TDIRAs are not included in the calculation of diluted net earnings per share since they are anti-dilutive.

Earnings per share


(in euros)	2023	2022	2021
Earning per share - basic	0.85	0.73	—
Earning per share - diluted	0.85	0.73	—

Accounting policies

Earnings per share

The Group discloses both basic earnings per share and diluted earnings per share for continuing operations and discontinued operations:

– basic earnings per share are calculated by dividing net income for the year attributable to the shareholders of the Group, after deduction of the remuneration net of the tax to holders of subordinated notes, by the weighted average number of ordinary shares outstanding during the period;

– diluted earnings per share are calculated based on the same net income, adjusted for the finance cost of dilutive debt instruments, net of the related tax effect. The number of shares used to calculate diluted earnings per share takes into account the conversion into ordinary shares of potentially dilutive instruments outstanding during the period. These instruments are considered dilutive when they have the effect of reducing earnings per share of continuing operations.


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When basic earnings per share are negative, diluted earnings per share are identical to basic earnings per share. In the event of a capital increase at a price lower than the market price, and in order to ensure comparability of the reporting periods shown, the weighted average numbers of shares outstanding in current and previous periods are adjusted. Treasury shares owned, which are deducted from the consolidated equity, do not enter into the calculation of earnings per share.

Note 16 Unrecognized contractual commitments (telecom activities)

Only the contractual commitments and off-balance sheet commitments of the entities controlled by the Group are presented below.

At December 31, 2023, Orange is not aware of having entered into any commitment that may have a material effect on its current or future financial position, other than the commitments mentioned in this note.

16.1 Operating activities commitments


(in millions of euros)	Total	Less than	From one	More than
		one year	to five years	five years
Operating activities commitments	9,220	3,692	3,291	2,237
Operating leases commitments	228	94	93	41
Handsets purchase commitments	1,353	1,334	15	4
Transmission capacity purchase commitments	1,397	232	465	699
Other goods and services purchase commitments	3,918	1,241	1,691	985
Investment commitments	878	417	443	17
Public Initiative Networks commitments⁽¹⁾	61	10	19	32
Guarantees granted to third parties in the ordinary course of business	1,386	363	565	459

(1)	Including unrecognized contractual commitments carried by Orange SA in the context of the deployment of the High and Very High Speed network in France. The unrecognized contractual commitments relating to Orange Concessions' group are presented in Note 11.3.

Lease commitments

Lease commitments include property leases relating to contracts for which the underlying asset will be available after December°31, 2023 and leases for which the Group applies the exemptions allowed by IFRS 16 (see Note 9).


(in millions of euros)		Minimum future
		lease payments
Property lease commitments		152
o/w technical activities		51
o/w shops/offices activities		101

Maturities are set forth below:

(in millions of euros)

Minimum

Less than

Between

More than

future

one year

one and

two and

three and

four and

five years

lease

two years

three years

four years

five years

payments

Property lease commitments

152

Lease commitments correspond to the outstanding minimum future lease payments until the normal date of renewal of the leases or the earliest possible termination date.

Property lease commitments in France represent 40% of all property lease commitments.

Handsets purchase commitments

Handsets purchase commitments amount to 1,353 million euros at December 31, 2023 and correspond mainly to the balance of commitments relating to contracts signed in 2021 and spread over a 3 years period.

Transmission capacity purchase commitments

Transmission capacity purchase commitments at December 31, 2023 represent 1,397 million euros. They include an agreement on the use of an FTTH network in Spain for 819 million euros and 327 million euros for the provision of satellite transmission capacity (the maturity of these commitments extends until 2040, depending on the contracts).

Other purchase commitments for goods and services

The Group’s other purchase commitments for goods and services mainly relate to network operation and maintenance.


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At December 31, 2023, these commitments include:

– energy purchase commitments for an amount of 927 million euros;

– commitments relating to co-financed and leased lines for an amount of 255 million euros;

– the purchase of broadcasting rights for an amount of 360 million euros;

– hosting services for active equipment for mobile sites under a “built-to-suit” agreement for an amount of 413 million euros;

– site management service contracts (“TowerCos”) signed in Africa: these commitments represent an amount of 269 million euros;

– the maintenance of submarine cable for which Orange has joint ownership or user rights, for an amount of 212 million euros;

– network maintenance for an amount of 191 million euros;

– commitments to partners in the field of sports for an amount of 82 million euros.

Investment commitments

At the end of December 2023, investment commitments amount to 878 million euros.

In addition of commitments expressed in monetary terms, the Group has made commitments to national regulatory authorities, such as ensuring a certain coverage of the population by its fixed and mobile networks, particularly in connection with the assignment of licenses and in respect of quality of service. These commitments will require capital expenditure in future years to roll out and enhance the networks. They are not shown in the above statement of commitments related to operating activities if they have not been expressed in monetary terms, which is usually the case. The Group has accordingly agreed to meet the following conditions:

In France:

− Orange and the French Government announced on November 7, 2023 that they had reached a new agreement on the widespread roll-out of fiber optic by 2025. In the AMII (Appel à manifestation intention d'investissement – call for expression of investment interest) zone, this new roll-out commitment will replace the 2022 milestone of the L.33-13 commitments (i.e. the second milestone of the commitments made in 2018). This proposal is based on the following elements:

– by 2025, 1,120,000 premises in the entire AMII zone will be made connectable (which would represent 98.5% of connectable premises, including cases of blockage/refusal),

– by 2024, 140,000 premises within the perimeter of 55 inter-municipality cooperation zones with the lowest FTTH coverage.

In addition, a government order incorporating the terms of Orange’s commitment could be published following an advisory opinion from Arcep (Autorité de Régulation des Communications Electroniques, des Postes et de la Distribution de la Presse – the French Electronic Communications, Postal and Print Media Distribution Regulatory Authority), and may entail additional obligations.

− when Arcep awarded several spectrum blocks in the 700 MHz and 3.5 GHz bands for the territories of Réunion and Mayotte in 2022:

– a network coverage obligation of 7 predefined zones by 2025;

– an obligation to provide two sites by 2024.

– the obligations included in the authorization to use 5G spectrum in mainland France in the 3.4–3.8 GHz band issued to Orange on November 12, 2020 are as follows:

– the roll-out of sites (3,000 sites by the end of 2022, 8,000 sites by the end of 2024 and 10,500 sites by the end of 2025), 25% of which must be located in rural areas or industrial areas outside of very densely populated areas;

– widespread availability of a 5G service at all sites by the end of 2030, an obligation that may be met either with the 3.4-3.8 GHz band or another band;

– the provision of a speed of at least 240 Mbits/s per segment from 75% of sites by the end of 2022, 85% of sites by the end of 2024, 90% of sites by the end of 2025 and 100% of sites by the end of 2030;

– coverage of the main highways by the end of 2025 and major roads by the end of 2027;

– the provision of differentiated services and the activation of the IPv6 (Internet Protocol version 6) network protocol.

In addition, the commitments made by Orange to participate in the first stage of the procedure, which enabled it to obtain 50 MHz at a reserve price, became obligations in the authorization issued:

– from the end of 2023, Orange will have to provide a fixed offer from sites using the 3.5 GHz band and a fixed offer to cover premises that benefit from fixed-access radio network services;

– Orange will have to meet reasonable requests for the provision of services from private sector companies and public sector structures, provide indoor coverage, offer hosting for mobile virtual network operators (MVNOs) and be transparent about network failures and planned roll-outs.

– In 2018, pursuant to the provisions of Article L. 33-13 of the French Postal and Electronic Communications Code regarding coverage in sparsely populated areas, Orange committed to:

– ensuring that within its FTTH roll-out scope in the AMII area, and unless refused by third parties, 100% of homes and professional premises would have access to FTTH sales offers by the end of 2020 (including a maximum 8% of premises connectable on demand) and that 100% of homes and professional premises would be made connectable by the end of 2022. Subsequent to an opinion from Arcep, these proposals were accepted by the government in July 2018;

– outside of the AMII area, Orange proposed that it make roll-out commitments as part of AMEL (Appel à manifestation d'engagements locaux – Call for Local Commitments) procedures in the Vienne, Haute-Vienne, Deux-Sèvres and Lot-et-Garonne departments.


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– on January 14, 2018, the Orange group and the other French mobile operators signed an agreement (the “New Deal”) to ensure better mobile coverage of the French mainland and particularly rural areas. This agreement includes enhanced coverage obligations, which are included for the 2018–2021 period in our existing licenses in the 900 MHz, 1,800 MHz and 2,100 MHz bands, and for the post-2021 period in the new 900 MHz, 1,800 MHz and 2,100 MHz licenses awarded on November 15, 2018:

– targeted programs for the improvement of coverage, with the coverage of 5,000 areas per operator by 2029;

– the widespread roll-out of 4G by the end of 2020 on almost all existing mobile sites;

– acceleration of the coverage of transportation routes, ensuring that the main roads and railways have 4G coverage;

– the supply of a fixed 4G service and the extension of the service to 500 additional sites upon request from the government by 2020;

– the widespread provision of telephone coverage indoors, proposing voice over Wi-Fi, SMS over Wi-Fi offers and on-demand offers involving the indoor coverage of buildings;

– improved reception quality across France, particularly in rural areas, with good coverage (according to Arcep Decision No. 2016-1678 relating to publications providing information on mobile coverage) by 2024–2027.

– in 2015, in France, when the spectrum in the 700 MHz band was allocated:

– coverage obligations in “priority roll-out areas” (40% of the country within 5 years, 92% within 12 years and 97.7% within 15 years) and in “white areas” (100% within 12 years), at the level of priority main roads (100% within 15 years) and at the level of the national rail network (60% within 7 years, 80% within 12 years and 90% within 15 years).

– in 2011, in France, when the spectrum in the 2.6 GHz and 800 MHz bands was allocated:

– an optional commitment to host mobile virtual network operators (MVNOs) on certain technical and pricing terms under Full MVNO schemes;

– a coverage obligation for mobile access with theoretical maximum download speeds of at least 60 Mbits/s per user (25% of the country within 4 years and 75% within 12 years for the 2.6 GHz band; 98% of the country within 12 years and 99.6% within 15 years for the 800 MHz band) which can be met by using both the allocated spectrum and other spectrum;

– for the 800 MHz band, specifically: a coverage obligation in priority areas (40% of the country within 5 years, 90% within 10 years) with no obligation to provide roaming services, a coverage obligation in each department (90% within 12 years, 95% within 15 years) and an obligation to pool resources in communities covered by the “white area” program.

In Europe:

− when a 5G license in the 3.4–3.8 GHz band was awarded in Poland in 2023:

– an obligation to build 3,800 network stations within 4 years;

– an obligation to offer 5G services in towns with fewer than 80,000 inhabitants by building stations in these municipalities based on the size of the population;

– coverage and network quality obligations to be met within a period of 7 years.

− when a 4G license was awarded in the 2,100 MHz band in Poland in 2022, a coverage obligation of 20% of the population with a minimum speed of 144 kbits/s.

− when licenses were awarded in the 700, 900, 1,800 and 2,100 MHz bands in Belgium in 2022:

– a network coverage obligation of the population with an outdoor download quality of service of 6 Mbits/s (70% within one year, 99.5% within 2 years and 99.8% within 6 years);

– a coverage obligation for 15 railway lines with a minimum speed of 10 Mbits/s for 98% of locations by the end of 2024.

− when two spectrum blocks were awarded in the 700 MHz band and one block in the 3.4-3.8 GHz band in Romania in 2022:

– a network coverage obligation of 95% in 80 municipalities classified as "white areas" (60 municipalities within 4 years and 80 within 6 years);

– an indoor network coverage obligation of 70% of the population with a minimum speed of 92 kbits/s in rural areas and 85 kbits/s in urban areas within 6 years;

– a network coverage obligation of 95% of the modern railway network and highways including new projects under construction (85% within 4 years and 95% within 6 years);

– a network coverage obligation of 85% of international airports with a minimum speed of 100 Mbits/s within 2 years;

– an obligation to develop network stations allowing a minimum network speed of 100 Mbits/s nationwide (including 200 stations to be built in Bucharest within 2 years, 500 stations to be built outside Bucharest within 2 years, 1,200 stations to be built outside Bucharest within 4 years and 1,800 stations to be built outside Bucharest within 8 years).

– in 2021 in Spain, when the two license blocks in the 700 MHz band were allocated:

– a network coverage obligation of municipalities with a population of more than 50,000 (30% in one year, 70% in 3 years and 100% in 4 years);

– network coverage obligation of airports, ports, railway stations and main roads for municipalities with more than 50,000 inhabitants by the end of 2025.

– when a 5G license in the 700 MHz band was awarded in Slovakia in 2020:

– an obligation to provide 5G services using a new radio access network within 2 years of the award;

– a coverage obligation of 95% of the population of the regional capitals by the end of 2025, 90% of the population outside the regional capitals and 70% of the total population by the end of 2027.


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In Africa & Middle East:

– during the award of the 5G license in 2023 in Senegal, Sonatel made a commitment to:

– cover the strategic areas within a period of 18 months and towns with more than 100,000 inhabitants and regional capitals within a period of 2 years;

– roll-out 500 5G sites by 2026, 1,400 5G sites by 2030 and cover the 9 main trunk roads within a period of 10 years (including five within 8 years).

– when a 5G license in the 3,500 MHz band was awarded in Jordan in 2022, a coverage obligation of the main interests spots within 3 years, a coverage obligation of 50% of the population within 4 years and 75% within 9 years,

– in 2020, in Burkina Faso, when the 4G license was granted and the 2G and 3G licenses renewed, a coverage obligation of 60 new localities over 8 years and main roads over 6 years,

– in 2016, in Egypt, when the 4G license was granted, a coverage obligation of 4G for 11% of the population in 1 year, 42.5% in 4 years, 69.5% in 6 years and 70% in 10 years.

Non-compliance with these obligations could result in fines and other sanctions, ultimately including the withdrawal of licenses awarded. Management believes that the Group is able to fulfill these commitments to the government authorities.

Guarantees granted to third parties in the ordinary course of business

Commitments made by the Group to third parties in the ordinary course of business represent 1,386 million euros at December°31, 2023. They include 736 million euros of performance guarantees granted to some of its B2B customers, in particular in the context of network security and remote access.

The amount of guarantees granted by the Group to third parties (financial institutions, partners, customers and government agencies) to cover the performance of the contractual obligations of non-consolidated entities is not material. Guarantees granted by the Group to cover the performance of the contractual obligations of the consolidated subsidiaries are not considered as unrecognized contractual commitments, as they would not increase the Group’s commitments by comparison with the underlying obligations of the consolidated subsidiaries.

16.2 Consolidation scope commitments

Asset and liability warranties granted in relation to disposals

Under the terms of disposal agreements between Group companies and the acquirers of certain assets, the Group is subject to warranty clauses relating to assets and liabilities. Nearly all material disposal agreements provide for caps on these warranties.

At December 31, 2023, the main warranties in effect are as follows:

– fundamental warranties granted to the HIN consortium (made up of La Banque des Territoires, Caisse des Dépôts, CNP Assurances and EDF) in connection with the disposal of Orange Concessions (50% of the capital sold in 2021), expiring 3 years after the date of the transaction, and tax warranties expiring 60 days after the end of the statutory limitation periods;

– warranties granted to the APG group in connection with the disposal of the FiberCo in Poland (50% of the capital sold in 2021), which will expire at the end of 18 months, with the exception of the tax and fundamental warranties, which will expire after 7 and 6 years, respectively;

– miscellaneous standard warranties granted to buyers of real estate sold by the Group.

Orange believes that the risk of all these warranties being enforced is remote or that the potential consequences of their being enforced are not material with respect to the Group’s results and financial position.

Asset and liability warranties received in relation to acquisitions

Under the terms of acquisition agreements between Group companies and the transferors of certain assets, the Group has received warranty clauses relating to assets and liabilities. Nearly all material acquisition agreements provide for caps on these warranties.

At December 31, 2023, the main warranties in effect are as follows:

– standard and specific capped warranties obtained from Hellenic Telecommunications Organization S.A. in connection with the acquisition of Telekom Romania Communications, which expired on March 31, 2023 (with respect to general representations and warranties) and will expire on September 30, 2028 (with respect to fundamental warranties). Some specific capped allowances have also been obtained, for up to 10 years;

– standard and specific capped warranties obtained from Nethys in connection with the acquisition of VOO, which will expire on December 2, 2024 for the general representations and warranties and on June 2, 2028 for the fundamental warranties. Some specific capped allowances have also been obtained, for up to 7 years.

Commitments relating to securities

Under the terms of agreements with third parties, Orange can make or receive commitments to purchase or to sell securities. The ongoing commitments at December 31, 2023 are not likely to have material impacts on the Group’s financial position.

Orange Tunisie

Under the terms of the shareholders’ agreement with Investec dated May 20, 2009, Orange has a call option giving it the right to purchase at market value 1% of the share capital of Orange Tunisie plus one share, subject to regulatory authorizations. If this option were exercised, Orange would take control of Orange Tunisie. Investec would then have the right to sell to Orange 15% of the share capital of Orange Tunisie at market value.


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Orange Concessions

Under the terms of the shareholders' agreement signed on March 27, 2021, which became effective on November 3, 2021, with the HIN consortium (made up of La Banque des Territoires, Caisse des Dépôts, CNP Assurances and EDF), Orange has a call option that can be exercised in fiscal year 2026 enabling it to acquire at market value 1% of the voting rights of Orange Concessions, subject to the award of the authorizations.

FiberCo in Poland

Under the terms of the shareholders' agreement with APG Group signed on April 11, 2021, Orange has a call option that can be exercised from fiscal year 2027 giving it the right to purchase at market value 1% of the share capital of Światłowód Inwestycje Sp.z o.o., subject to the award of the authorizations.


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16.3 Financing commitments

The Group’s main commitments related to financial payables are set out in Note 14.

Orange has pledged (or given as guarantees) certain investment securities and other assets to financial lending institutions or used them as collateral to cover bank loans and credit facilities.

Guarantees granted to some lenders to finance consolidated subsidiaries are not set out below.

Assets covered by commitments

The items presented below do not include the impact of the regulation on the transferability of the assets or the possibility of contractual restrictions in network asset sharing agreements.

At December 31, 2023 Orange had no material pledges on its subsidiaries’ securities.


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Assets held under leases	1,230	1,134	998
Non-current pledged, mortgaged or receivership assets⁽¹⁾	2	20	21
Collateralized current assets	2	2	2
Total	1,233	1,157	1,021

(1)	Non-current pledged, mortgaged or receivership assets are shown excluding cash collateral deposits, which are presented in Note 13.

At December 31, 2023, non-current pledged or mortgaged assets comprise the following assets given as guarantees:


	Total in statement of	Amount of asset pledged,	Percentage
(in millions of euros)	financial position (a)	mortgaged or receivership (b)	(b)/(a)
Intangible assets, net (excluding goodwill)	15,074	—	—
Property, plant and equipment, net	33,184	2	—	%
Non-current financial assets	1,036	—	—
Other⁽¹⁾	35,085	—	—
Total	84,378	2	—	%

(1)	This item mainly includes net goodwill, interests in associates, net deferred tax assets, non-current derivatives assets and rights-of-use.

Note 17 Mobile Financial Services activities

17.1 Financial assets and liabilities of Mobile Financial Services

The financial statements of Mobile Financial Services activities were put into the format of the Orange group’s Consolidated Financial Statements and therefore differ from a presentation that complies with the banking format.

In order to improve the readability of financial statements and to distinguish the performance of telecom activities from Mobile Financial Services activities performance, the notes on financial assets, liabilities and results are split to reflect these two business scopes.

Thus Note 13 presents the assets, liabilities and results specific to telecom activities and Note 17 focuses on the financial assets and liabilities of Mobile Financial Services, as its financial result is not material.


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The following table reconciles the balances of assets and liabilities for each of these two scopes (intra-group transactions between telecom activities and Mobile Financial Services are not eliminated) with the consolidated statement of financial position at December 31, 2023.

(in millions of euros)

Orange

o/w telecom

Note

o/w Mobile

Note

o/w eliminations

Consolidated

activities

Financial

telecom

Financial

Services

activities / mobile

Statements

financial services

Non-current financial assets related to Mobile Financial Services activities

297

—

297

17.1.1

—

Non-current financial assets

1,036

1,063

13.7

—

(27)

⁽¹⁾

Non-current derivatives assets

956

886

13.8

17.1.3

—

Current financial assets related to Mobile Financial Services activities

3,184

—

3,192

17.1.1

(7)

Current financial assets

2,713

2,713

13.7

—

Current derivatives assets

13.8

—

17.1.3

—

Cash and cash equivalents

5,618

5,504

13.8

113

17.1.3

—

Total

13,841

10,204

13.8

3,672

17.1.3

(35)

Non-current financial liabilities related to Mobile Financial Services activities

—

100

17.1.2

(27)

⁽¹⁾

Non-current financial liabilities

30,535

30,535

13.3

—

Non-current derivatives liabilities

225

205

13.8

17.1.3

—

Current financial liabilities related to Mobile Financial Services activities

3,073

—

3,073

17.1.2

—

Current financial liabilities

5,451

5,458

13.3

—

(7)

Current derivatives liabilities

13.8

—

17.1.3

—

Total

39,396

36,238

3,193

(35)

(1)	Loan granted by Orange SA to Orange Bank.

The Mobile Financial Services segment includes Orange Bank and other entities. As the contribution of other entities to the statement of financial position of Mobile Financial Services and therefore of the Group is not material, only Orange Bank data is presented in detail below.

Accounting policies

Since the concept of current or non-current does not exist in bank accounting, financial assets and liabilities related to loans and borrowings to customers or credit institutions (the ordinary activities of a bank) are classified as current for all periods presented.

With regard to other financial assets and liabilities, classification as current and non-current has been made in light of both the original intention of management and the nature of the assets and liabilities in question. For example, with regard to Orange Bank’s other financial assets, since investments are managed by portfolio, only the transaction portfolios (financial assets at fair value through profit or loss) have been recorded as current financial assets.


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17.1.1 Financial assets related to Orange Bank transactions (excluding derivatives)

The financial assets related to the transactions of Orange Bank break down as follows:


(in millions of euros)	December 31, 2023			December 31, 2022	December 31, 2021
	Non-current	Current	Total	Total	Total
Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss	3	—	3	3	3
Investments securities	3	—	3	3	3
Financial assets at fair value through other comprehensive income that may be reclassified to profit or loss	32	—	32	296	441
Debt securities	32	—	32	296	441
Financial assets at fair value through profit or loss	38	—	38	50	73
Investments at fair value	—	—	—	—	—
Cash collateral paid	29	—	29	42	59
Other	9	—	9	8	14
Financial assets at amortized cost	224	3,173	3,397	3,021	2,752
Fixed-income securities	224	1	225	310	387
Loans and receivables to customers	—	2,394	2,394	2,517	2,297
Loans and receivables to credit institutions	—	778	778	191	66
Other	—	—	—	2	1
Total financial assets related to Orange Bank activities	297	3,174	3,471	3,370	3,268

Debt securities measured at fair value through other comprehensive income that will be reclassified to profit or loss


(in millions of euros)	2023	2022	2021
Debt securities measured at fair value through other comprehensive income that will be reclassified to profit or loss - in the opening balance	296	441	540
Acquisitions	—	405	732
Repayments and disposals	(266)	(538)	(839)
Changes in fair value	2	(12)	—
Other items	—	—	7
Debt securities measured at fair value through other comprehensive income that will be reclassified to profit or loss - in the closing balance	32	296	441


(in millions of euros)	2023	2022	2021
Profit (loss) recognized in other comprehensive income during the period	2	(2)	1
Reclassification adjustment in net income during the period	—	—	—
Other comprehensive income related to Orange Bank	2	(2)	1

Loans and receivables of Orange Bank

Loans and receivables of Orange Bank are composed of loans and receivables with customers and credit institutions.

In the context of adapting the bank's accounts into the Group's financial statements, the following are considered as loans and advances to customers: clearing account as well as amounts related to securities transactions on behalf of customers.


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Overdrafts ⁽¹⁾	763	900	828
Housing loans	883	956	914
Investment loans	58	72	86
Installment receivables ⁽²⁾	604	519	422
Current accounts	6	28	5
Other	80	42	42
Total loans and receivables to customers	2,394	2,517	2,297
Overnight deposits and loans	695	83	2
Loans and receivables	38	44	45
Other	45	64	19
Total loans and receivables to credit institutions	778	191	66

(1)	Since October 2020, Orange Bank has been engaged in a self-subscribed securitization program of a portfolio of French personal loans for approximately 540 million euros.

(2)	Purchase of Orange Espagne receivables.


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Accounting policies

Financial assets

– Financial assets at fair value through profit or loss (FVR)

Certain equity securities which are not consolidated or equity-accounted and cash investments such as negotiable debt securities, deposits and money market UCITS, which are compliant with the Group’s liquidity risk management policy, may be designated by Orange Bank as being recognized at fair value through profit or loss. These assets are recognized at fair value at initial recognition and subsequently. All changes in value are recorded in profit or loss.

– Financial assets at fair value through other comprehensive income that will not be reclassified to profit or loss (FVOCI)

– Financial assets at fair value through other comprehensive income that may be reclassified to profit or loss (FVOCIR)

Assets at fair value through other comprehensive income that may be reclassified to profit or loss mainly include investments in debt securities. They are recognized at fair value at initial recognition and subsequently. Temporary changes in value are recorded in other comprehensive income that may be reclassified to profit or loss. In case of disposal, the cumulative gain (or loss) recognized in other comprehensive income that may be reclassified to profit or loss is then reclassified to profit or loss.

– Financial assets at amortized cost (AC)

This category primarily comprises various loans and receivables as well as fixed-income securities held for the purpose of collecting contractual flows. These instruments are recognized at fair value at initial recognition and are subsequently measured at amortized cost using the effective interest method.

Impairment of financial assets

In accordance with IFRS 9, debt instruments classified as financial assets at amortized cost or as financial assets at fair value through other comprehensive income, lease receivables, financing commitments and financial guarantees given are systematically subject to impairment or a provision for an expected credit loss. These impairment losses and provisions are recorded as soon as loans are granted, commitments are concluded or bonds are purchased, without waiting for the appearance of an objective indication of impairment.

To do this, the financial assets concerned are divided into three categories according to the change in credit risk observed since their initial recognition and an impairment loss is recorded on the amount outstanding of each of these categories, as follows:

- Performing loans: the calculation of expected losses is made on a 12-month basis, and the financial income (interest) is calculated on the basis of the gross amount of the instrument;

- Impaired loans: if the credit risk has significantly deteriorated since the loans were recorded in the balance sheet, the expected losses, estimated over the duration of the loan, are recognized as an impairment or a provision and the financial income (interest) is calculated on the basis of the gross amount of the instrument;

- Doubtful loans: impairment or a provision is recognized for the expected loss, estimated over the duration of the loan. The financial income is calculated on the basis of the amount of the instrument net of the impairment.

17.1.2 Financial liabilities related to Orange Bank transactions (excluding derivatives)


(in millions of euros)	December 31, 2023	December 31, 2022	December 31,2021
Payables to customers⁽¹⁾	2,601	1,787	1,796
Debts with financial institutions⁽²⁾	215	837	1,009
Deposit certificate	219	325	356
Cash collateral deposit	73	82	—
Other⁽³⁾	66	112	27
Total Financial liabilities related to Orange Bank activities⁽⁴⁾	3,173	3,143	3,188

(1)	Including 1.2 billion euros from deposits collected via Germany's RAISIN platform.

(2)	Decrease mainly related to repayments to the European Central Bank (TLTROs) of 601 million euros.

(3)	Including 37 million euros of rate hedging credit portfolios reassessment.

(4)	Including 100 million euros in non-current financial liabilities in 2023, 110 million euros in 2022 and 27 million euros in 2021.


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Payables related to Orange Bank transactions are composed of customer deposits and bank's payables with credit institutions.


(in millions of euros)	December 31,	December 31,	December 31,
	2023	2022	2021
Current accounts	527	680	764
Passbooks and special savings accounts⁽¹⁾	800	1,010	995
Term accounts⁽²⁾	1,234	40	—
Other	40	57	37
Total payables to customers	2,601	1,787	1,796
Term borrowings and advances	108	700	667
Securities delivered under repurchase agreements	107	137	331
Other	—	—	11
Total debts with credit institutions	215	837	1,009

(1)At the end of December 2023, 38 million euros has been centralized at Caisse des Dépôts.

(2)At the end of December 2023, 1.2 billion euros has been collected via the German RAISIN platform.

17.1.3Derivatives of Orange Bank

Derivatives qualified as fair value hedges

At December 31, 2023, the main unmatured fair value hedges set up by Orange Bank concern the following interest rate swaps:

– 1,044 million euros in notional value (of which 102 million euros maturing in 2024, 110 million euros maturing between one and five years and 832 million euros at more than five years), macro-hedging credit portfolios (lease property restructuring, consumer credit and spread payments). The net fair value of these derivatives at December 31, 2023 is 37 million euros;

– 100 million euros in notional value (of which 100 million euros at more than five years), hedging a portfolio of French fungible Treasury bonds (Obligations Assimilables du Trésor - OAT) of the same amount and maturity. The fair value of these swaps at December 31, 2023 is 14 million euros;

– 20 million euros in notional value hedging a portfolio of French fungible Treasury bonds index-linked to consumer prices harmonized within the euro zone (Obligations Assimilables du Trésor indexées sur l’inflation des prix de la zone euro – OAT€i) of the same amount and maturity, i.e. 2030. The fair value of these swaps at December 31, 2023 is (4) million euros;

– 5 million euros in notional value hedging a portfolio of securities maturing in 2028, whose fair value at December 31, 2023 is close to zero.

The ineffective portion of these hedges recognized in profit or loss in 2023 is not material.

Cash flow hedge derivatives

At January 1, 2020, Orange Bank had documented a micro-hedging of its issues through interest rate swaps which, at the end of 2023, represented:

– 186 million euros in notional value (including 166 million euros maturing in 2024, 10 million euros maturing between one and two years and 10 million euros maturing in 2027), hedging negotiable debt securities issued by the bank, the fair value of which was 4 million euros at December 31, 2023.

Trading derivatives

– Orange Bank has set up interest rate swaps as economic hedges (not designated as hedges under IFRS) of EIB securities for a total notional amount of 10 million euros maturing in 2029, the fair value of which was 1 million euros at December 31, 2023. The net effects of this economic hedge on profit or loss are not material;

– Orange Bank has a portfolio of trading swaps with a total notional value of 16 million euros maturing within five years and a total fair value of close to zero at December 31, 2023.

17.2 Information on market risk management with respect to Orange Bank activities

Orange Bank has its own risk management system in accordance with banking regulations. In terms of banking regulation, Orange Bank is under the supervision of the French Prudential Supervision and Resolution Authority (Autorité de contrôle prudentiel et de résolution – ACPR) and must at all times comply with a capital requirement in order to withstand the risks associated with its activities.

Orange Bank’s activities expose it to most of the risks defined by the ordinance of November 3, 2014, relating to the internal control of companies in the banking, payment services and investment services sector subject to the control of the ACPR. The most significant of these risks are:

– credit risk and counterparty risk: the risk of loss incurred in the event of default by a counterparty or counterparties considered as the same beneficiary;


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– liquidity risk: the risk that Orange Bank will not be able to meet its commitments or not be able to unwind or offset a position due to the market situation;

– operational risk: the risk resulting from an inadequacy or failure due to procedures, employees or internal systems or to outside events, including events that are unlikely to occur but that would incur a high risk of loss. Operational risk includes the risk of internal and external fraud and IT risk;

– interest rate risk: the risk incurred in the event of changes in interest rates impacting on-balance sheet and off-balance sheet transactions, excluding, where applicable, transactions exposed to market risk;

– non-compliance risk: the risk of judicial, administrative or disciplinary sanctions, material financial loss or damage to reputation, arising from non-compliance with provisions specific to banking and financial activities;

– concentration risk: the risk arising from excessive exposure to a counterparty, to a group of counterparties operating in the same economic sector or geographic area, or the application of credit risk reduction techniques, particularly collateral issued by a single entity;

− market risk: the risk of loss due to movements in market product prices.

The size of the bank and its moderate risk profile led to the choice of standard methods regarding the application of Regulation No. 575/2013 of the European Parliament and of the Council of June 26, 2013.

Orange Bank is not involved with complex products. For market transactions, the bank’s Executive Committee sets the limits while the Risk Management Department monitors compliance with these limits and the quality of the authorized signatories.

In addition, the Bank has defined and regularly tests its business continuity system. The Bank has also undertaken, as comprehensively as possible, to identify and assess its operational risks, for which it also monitors occurrences.

In line with regulations, and in particular titles IV and V of the ordinance of November 3, 2014, the bank’s Executive Committee, on the recommendation of the Risk Management Department, establishes the institution’s risk policy, which is formalized through the risk appetite framework, and ensures its proper implementation.

The Risk Management Department analyzes and monitors risk, carries out the necessary controls and produces reports for various committees: The Credit Committee (management of credit and counterparty risk), the Risk and Audit Committee (management of operational risks), the Financial Security and Compliance Committee (management of non-compliance risk), the ALM Committee (management of market, interest rate and liquidity risk) and the Executive Committee.

17.2.1Credit risk and counterparty risk management

Since July 2022, Orange Bank has began migrating its consumer credit distribution platform, previously hosted by Franfinance (Société Générale Group), to Younited Credit. This roll-out was completed in the first quarter of 2023. The bank is thus benefiting from new credit risk management technologies.

The Bank has also reviewed its provisioning models to adapt them to the type of loan portfolio and macroeconomic conditions, resulting in a provision reversal of 6 million euros.

At the end of December 2023, the cost of risk of Orange Bank amount to 56 million euros, including 16 million euros in France and 40 million euros in Spain. Excluding exceptional adjustments (review of macroeconomic outlooks or review of models), the cost of risk is 63 million euros, of which 23 million euros for France and 40 million euros for Spain.

In France, the cost of risk is mainly concentrated in demand deposit accounts due to the increase in outstanding debit balances and in personal loans due to the increase in outstandings since the roll-out of Younited Credit.

In Spain, the cost of risk is mainly related to the increase in Orange Espagne’s mobile handset financing outstandings from 600 million euros at December 31, 2022 to 667 million euros at December 31, 2023 (excluding the provision for credit risk).

17.2.2Market and interest rate risk management

Orange Bank does not carry out proprietary trading operations. Its market activity mainly consists of investments to optimize liquidity management and purchases of interest rate hedges.

The value of the securities portfolio continues to decrease in line with the bank’s strategy, market risk indicators remain stable and the associated risks are not material.


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Fixed-interest securities in investment portfolios are hedged. Orange Bank has no exposure classified as trading book. The interest rate risk, after the capital increase in December 2023, is less than 1% of the CET1 (Common Equity Tier 1) ratio. Finally, the basic risk is not material.

17.2.3Liquidity risk management

In 2023, Orange Bank continued to manage its liquidity in a prudent manner. At the end of December 2023, the net stable funding ratio (NSFR) is 160% and the LCR (short-term liquidity coverage ratio) reaches 784%. 2023 was characterized by a liquidity surplus related to customer transactions. The deficit has changed from 855 million euros at December 31, 2022 to a liquidity surplus of 84 million euros at December 31, 2023. This change was mainly due to the high level of deposits in term accounts in 2023 (via the RAISIN platform).

Orange Bank has stepped up the diversification of its financing sources through the RAISIN term account program, in order to offset the outflow of customer deposits and the expiration of the European Central Bank's financing programs (TLTROs) for 601 million euros in 2023. RAISIN term account outstandings increased from 40 million euros at December 31, 2022 to 1.2 billion euros at December 31, 2023.

A plan to secure liquidity has been put in place in view of the bank’s context:

– A committed repo facility with BNP Paribas relating to the Senior tranche of the “Orange Bank Personal Loan 2020” FCT (securitization mutual fund) and a basket of eligible securities;

– A credit facility for 400 million euros signed between Orange Bank and Orange SA on June 28, 2023.

Orange Bank's financing plan was revised and presented to the ACPR at the end of 2023 to demonstrate that the bank is able to comply with its prudential ratios for solvency (capital requirement) and liquidity (LCR, NSFR and Pillar 2 liquidity) at all times.

This updated financing plan, presented on a monthly basis, is in line with the plans previously communicated to the ACPR and remains in accordance with the Group's financing envelope of 1.3 billion euros approved by the Orange SA Board of Directors on July 25, 2023.

17.2.4Operational risk management

At bank level, the operational risk guidance scope covers:

– operational risks carried by all the bank's activities (management, operating and support activities);

– operational risks from major and critical external service providers.

Operational risk management is the responsibility of the Permanent Control and Operational Risk Director, who reports to the Executive Director of Risk and Control, a member of the Management Committee, who in turn reports directly to an effective director of Orange Bank.

The operational risk management system is based on the collection of operational incidents and losses, risk mapping, scenario analyses and key risk indicators managed by the operational risk department and monitored within the context of risk appetite, and on the management of insurance policies covering the main types of risks faced by the bank. An inventory and collection of all of the bank’s operational incidents (proven risks), including IT, IT security and non-compliance risks, are in place. Incidents are reported as soon as they are detected by all bank employees in a dedicated IT tool.

Where non-compliance incidents are identified, the Operational Risks Department notifies the Compliance Department, which is responsible for monitoring and managing them.

The operational losses sustained by the entity amounted to 2 million euros at December 31, 2023, a substantial decrease compared with the previous year. They amounted to 3 million euros in 2022 and 1 million euros in 2021. The losses recorded in 2023 are mainly due to external fraud, particularly credit fraud, as well as, to a lesser extent, commercial disputes and execution errors. Action plans have been drawn up in collaboration with the business lines to mitigate the various types of risk described above and to further secure the various processes, given the Orange group’s announced intention to wind down its banking activities.

17.2.5Non-compliance risk management

Orange Bank’s Compliance function is part of the Compliance, Financial Security and Investment Services Compliance Department, whose Director is a member of the Executive Committee. This function is impartial and independent from the operational business lines to safeguard its objectivity. It is also a local function responsible for ensuring that all of the bank’s business lines adhere to the compliance system.

The main mission of Compliance is to oversee the management of non-compliance risk. It ensures that the level of non-compliance risk to which Orange Bank is exposed is compatible with the guidelines and policies set by the Board of Directors in this area, as well as with the overall limits for financial, non-financial and operational risk (e.g. reputational risk, regulatory sanctions, etc.).

In this context, Compliance implements all actions aimed at ensuring compliance with the requirements of external and internal standards (organization, processes, procedures). These actions take place along the entire value chain, from the execution of transactions by the various business lines to their monitoring by Compliance.

As the first level of control, employees and their superiors identify the risks arising from their activity and comply with the procedures and limits set out in the General Procedures and operating procedures. They are in particular responsible for:

− implementing operational controls and first-level controls that can be formalized, tracked and reported on;

− formalizing and verifying compliance with the procedures for processing transactions, detailing the responsibilities of those involved and the types of controls carried out;

− verifying the compliance of transactions;

− implementing the recommendations drawn up by the second-level control functions for the first-level control system;

− reporting to and alerting second-level control functions. As the second level of control, Compliance verifies in particular that the risks have been identified, assessed and managed by the first level of control in accordance with the rules and procedures in place.

In particular, Compliance is responsible for overseeing:

− the compliance of transactions executed by employees in accordance with the laws, regulations and professional standards;

− the implementation of compliance recommendations by first-level control;

− the adoption and monitoring of remedial action plans where non-compliance risks have been identified.


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In addition, the compliance function within Orange Bank mainly consists of:

− producing and updating internal standards and procedures within its remit;

− advising and assisting operational business lines in their decision-making;

− raising awareness and training all employees on compliance issues, depending on the transactions they execute;

− reporting regularly to the supervisory authorities;

− regularly assessing non-compliance risk, mapping risks and fulfilling its duty to alert General Management;

− monitoring changes in the laws and regulations in coordination with the legal department in order to incorporate new standards into internal processes (general policies, charters, codes and operating procedures) and to inform employees and the various business lines of these changes;

− verifying, as a second-level control function, the implementation of administrative, legislative and regulatory provisions as well as professional or internal standards.

Compliance also covers the areas of financial security and data protection, which are, from an organizational viewpoint, managed respectively by the Head of Financial Security, who reports to the Director of Compliance, Financial Security and Investment Services Compliance (on financial security) and by the Data Protection Officer within the legal department.

In relation to training and raising employee awareness, the Human Resources Department training unit, in conjunction with Compliance, establishes and monitors employee training courses, which are the foundation of the compliance system. Mandatory training programs are organized for all new arrivals. In 2023, 100% of employees attended Regulatory and Compliance Overview training course.

Similarly, all employees concerned attended a training course on anti-money laundering and terrorist financing and 90% attended a Group training course on anti-corruption. Furthermore, other mandatory and regulatory training programs (particularly on real estate loans, consumer credit and the claims management system) were provided to the employees concerned.

17.2.6Remaining term to maturity

The following table details the remaining terms of Orange Bank’s financial assets and liabilities, calculated on the basis of the contractual maturity dates:

– maturity-by-maturity for amortizable transactions;

– for roll-over loans, since renewals cannot be presumed, the renewal dates are taken to be the final maturity dates;

– since the derivatives are interest rate swaps and forwards contract, they are not subject to any exchange of notional amounts. Their fair value has been broken down by maturity.


(in millions of euros)	Note	December 31,	2024	2025 to	2029
		2023		2028	and beyond
Investments securities	17.1.1	3		3
Debt securities	17.1.1	32		32
Investments at fair value	17.1.1
Fixed-income securities	17.1.1	225	18	86	120
Loans and receivables to customers	17.1.1	2,394	778	928	688
Loans and receivables to credit institutions	17.1.1	778	778	—	—
Other financial assets and derivatives		109	35	4	70
Total financial assets		3,542	1,609	1,054	879
Payable to customers	17.1.2	2,601	2,601	—	—
Debts with financial institutions	17.1.2	215	215	—	—
Deposit certificate	17.1.2	219	199	20	—
Other financial liabilities and derivatives		158	77	3	78
Total financial liabilities		3,193	3,092	23	78

17.2.7 Fair value of financial assets and liabilities of Orange Bank


(in millions of euros)			December 31, 2023
		Classification	Book	Estimated	Level 1	Level 2	Level 3
		under IFRS 9 ⁽¹⁾	value	fair value	and cash
Loans and receivables⁽²⁾	17.1.1	AC	3,173	3,000	—	3,000	—
Financial assets at amortized cost	17.1.1	AC	225	209	209	—	—
Financial assets at fair value through profit or loss	17.1.1	FVR	38	37	37	—	—
Debt securities	17.1.1	FVOCIR	32	32	32	—	—
Investments securities	17.1.1	FVOCI	3	3	3	—	—
Cash and cash equivalent⁽³⁾	17.1	AC	79	79	79	—	—
Financial liabilities related to Orange Bank activities	17.1.2	AC	(3,173)	(3,173)	—	(3,173)	—
Derivatives (net amount)⁽⁴⁾	17.1.3		51	51	—	51	—

(1)

"AC" stands for "amortized cost", "FVR " stands for "fair value through profit or loss", "FVOCI" stands for "fair value through other comprehensive income that will not be reclassified to profit or loss", "FVOCIR" stands for "fair value through other comprehensive income that may be reclassified to profit or loss".

(2)	Loans and receivables were remeasured using an actuarial method, taking into account the changes in interest rates.

(3)	Includes only cash.

(4)	The classification for derivatives depends on their accounting qualification.


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(in millions of euros)			December 31, 2022
		Classification	Book value	Estimated	Level 1 and	Level 2	Level 3
		under IFRS		fair value	cash
		9⁽¹⁾
Loans and receivables	17.1.1	AC	2,708	2,708	—	2,708	—
Financial assets at amortized cost	17.1.1	AC	313	313	313	—	—
Financial assets at fair value through profit or loss	17.1.1	FVR	50	50	50	—	—
Debt securities	17.1.1	FVOCIR	296	296	296	—	—
Investments securities	17.1.1	FVOCI	3	3	3	—	—
Cash and cash equivalent⁽²⁾		AC	79	79	79	—	—
Financial liabilities related to Orange Bank activities	17.1.2	AC	(3,143)	(3,143)	—	(3,143)	—
Derivatives (net amount)⁽³⁾			54	54	—	54	—

(1)

(2)	Includes only cash.

(3)	The classification for derivatives depends on their accounting qualification.


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(in millions of euros)			December 31, 2021
		Classification	Book	Estimated	Level 1	Level 2	Level 3
		under IFRS 9⁽¹⁾	value	fair value	and cash
Loans and receivables	17.1.1	AC	2,363	2,363	—	2,363	—
Financial assets at amortized cost	17.1.1	AC	387	387	387	—	—
Financial assets at fair value through profit or loss	17.1.1	FVR	73	73	73	—	—
Debt securities	17.1.1	FVOCIR	441	441	441	—	—
Investments securities	17.1.1	FVOCI	3	3	3	—	—
Cash and cash equivalent⁽²⁾		AC	360	360	360	—	—
Financial liabilities related to Orange Bank activities	17.1.2	AC	(3,188)	(3,188)	—	(3,188)	—
Derivatives (net amount)⁽³⁾			(58)	(58)	—	(58)	—

(1)

(2)	Includes only cash.

(3)	The classification for derivatives depends on their accounting qualification.

17.3 Orange Bank’s unrecognized contractual commitments

At December 31, 2023, Orange Bank is not aware of having entered into any commitment that may have a material effect on its current or future financial position, other than the commitments mentioned below.

Commitments given


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021
Financing commitments ⁽¹⁾	17	53	88
Guarantee commitments	5	5	6
On behalf of financial institutions	3	3	4
On behalf of customers	2	2	2
Property lease commitments	—	—	—
Total	22	59	94

(1)	Corresponds to credit commitments granted to customers, credits granted but not yet released and unused portion of financing granted.

Commitments received


(in millions of euros)	December 31, 2023	December 31, 2022	December 31, 2021
Received from financial institutions⁽¹⁾	1,284	932	871
Received from customers	68	76	88
Total	1,352	1,008	959

(1)	Corresponds to guarantees received from Crédit Logement to counter-guarantee real estate loans distributed in the amount of 831 million euros, and a financing commitment received from BNP Paribas in the amount of 450 million euros.

Assets covered by commitments

(1)Corresponds to securities pledged by Orange Bank to financial lending institutions as guarantees for bank loans.

Note 18 Litigation

This note presents all of the significant litigation in which the Group is involved with the exception of litigation relating to disputes between Orange and the tax or social security administrations over tax, income taxes or social security contributions. These litigation are described, respectively, in Notes 6.2 and 10.3, as appropriate.

At December 31, 2023, the provisions for risks recorded by the Group for all its litigation (except those presented in Notes 6.2 and 10.3) amount to 283 million euros (387 million euros at December 31, 2022 and 405 million euros at December 31, 2021). Orange believes that any disclosure of the amount of provisions on a case-by-case basis for ongoing disputes could seriously harm the Group’s position. The balance and overall movements in provisions are presented in Note 5.2.


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France

Mobile services

– As part of the compensation proceedings between Digicel and Orange (implementation of anti-competitive practices on the mobile and fixed-to-mobile markets in the French Caribbean and French Guiana in the early 2000s and sanctioned by the French Competition Authority in 2009), the Commercial Court of Paris ordered Orange to pay Digicel 346 million euros after interests discounting. In June 2020, the Paris Court of Appeal reversed the discounting method applied to the damages set forth in the judgment rendered by the Commercial Court of Paris in December 2017 and ordered Orange to pay Digicel the sum of 249 million euros. Following this judgment, Orange has been refunded 97 million euros. In March 2023, the Supreme Court partially quashed and annulled the Paris Court of Appeal's ruling of June 17, 2020 on the specific point of the progressive nature of the basis on which interests are applied to compensate for the cash flow loss associated with the discounting of the principal loss. Orange referred the case to the Court of Appeal in March 2023. The proceedings are ongoing.

Fixed services

– Following the final decision of the French Competition Authority to fine Orange 350 million euros for having implemented four anti-competitive practices in the “enterprise” market segment on December 17, 2015, several players, including Adista, filed actions for damages against Orange. The proceedings before the Paris Commercial Court between Adista and Orange, which are now the only ones in progress in this case, are ongoing and are currently in the deliberation phase.

– In the dispute between Orange and SFR over fixed telephony retail offers for second homes, in September 2021 the Court of Appeal ordered SFR to return the sums awarded to it (i.e. 53 million euros). SFR then appealed again to the Supreme Court. In a ruling dated October 18, 2023, the Supreme Court dismissed SFR's appeal in its entirety. The case is now closed.

– In the dispute between Bouygues Telecom and Orange before the Commercial Court of Paris regarding the quality of service of Orange's wholesale offers on the copper local loop, Bouygues Telecom is seeking damages estimated at 85 million euros. Orange considers these claims to be unfounded.

– In December 2023, Iliad brought an action against Orange before the Commercial Court of Paris regarding the quality of service of Orange's wholesale offers on the copper local loop. Iliad is claiming 49 million euros. Orange considers these claims to be unfounded.

– On February 24, 2023, Bouygues Telecom and SDAIF (Société de Développement pour l'Accès à l'Infrastructure Fibre) brought an action against Orange before the Commercial Court of Paris regarding the mechanism for returning FTTH connections, which allows commercial telecom operators with access to Orange's fiber network to connect their end-customers themselves and have part of the cost of this connection returned to them when the line is taken over by a new commercial operator. Bouygues Telecom and SDAIF maintain that the mechanism put in place by Orange does not comply with the regulations and are claiming 125 million euros, revalued at the end of January 2024 at 152 million euros, corresponding, according to them, to the refunds due in respect of terminations of FTTH lines since the origin of the contract. Orange considers these allegations to be unfounded.

Other proceedings in France

– In June 2018, Iliad filed for summary judgment against Orange SA before the presiding judge of the Commercial Court of Paris, aiming to ban some of its mobile telephony offers proposing mobile handsets at attractive prices accompanied by subscription packages, on the grounds that they constituted consumer credit offers. In October 2020, Iliad had estimated its losses at 790 million euros, which it has since revalued at 810 million euros. The case is currently before the judges deciding on the merits of the case.

– Orange Bank is involved in a historical dispute in which a plaintiff is claiming a total of approximately 310 million euros for the financial loss it claims to have suffered. As the Group believes these claims to be unfounded and is strenuously challenging them, it has not recognized any financial liability.

– In the dispute between ASSIA and Orange regarding an alleged infringement of two patents relating to the dynamic xDSL line management, for which ASSIA was claiming a provision of 500 million euros in damages as compensation for its financial loss, which it estimated at 1,418 million euros, the Paris Judicial Court in September 2023 dismissed ASSIA's claims in their entirety. ASSIA has 3 months from the date of service of the judgment to lodge an appeal. The proceedings are ongoing.

– On November 7, 2023, ARCEP (Autorité de régulation des communications électroniques, des postes et de la distribution de la presse) fined Orange SA 26 million euros for failing to comply by April 14, 2021 with its commitment made in 2018 on the grounds of article L.33-13 of the French postal and electronic communication code to make 100% of homes and professional premises in the communes listed in its commitment connectable or connectable on demand to fiber. The penalty has been enforced, but Orange has also filed a complaint with the French Council of State to challenge the legitimacy and proportionality of the penalty.

United Kingdom

– In December 2018, the directors of former UK retailer Phones 4U, (which is in administration and no longer trading), filed a complaint against the three main UK mobile network operators, including EE, and their parent companies, including Orange. The Phones 4U claim (for an unquantified amount) is currently being challenged in the UK courts. By judgment dated November 10, 2023, the judge dismissed Phones 4U's claim in its entirety. The proceedings are ongoing.

Poland

– In 2015, the Polish operator P4 filed two compensation claims for a total of 630 million zlotys (145 million euros) jointly against three operators (including Orange Polska and Polkomtel), seeking compensation for the loss it claims to have suffered as a result of the retail rates that these three operators charge for calls to P4’s network.

Regarding the first compensation claim of P4’s polish operator opponents for 316 million zlotys (73 million euros), in January 2022 the Supreme Court dismissed Polkomtel’s appeal against the Court of Appeal’s decision which had reversed the judgment of the court dismissing P4’s claim and sent the decision back to the Court of First instance.

P4's second claim for 314 million zlotys (72 million euros) was joined to the first one in May 2023. The parties have requested the intervention of T-Mobile Polska in the proceedings, which it has accepted. The proceedings are ongoing.


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Africa & Middle East

– A number of shareholder disputes are ongoing between the joint venture comprising Agility and Orange, on the one hand, and its Iraqi co-shareholder in the capital of the Iraqi operator, Korek Telecom, on the other hand. These disputes, which concern various breaches of contractual documents, are the subject of pre-litigation proceedings and arbitral and judicial proceedings in various countries. In one of these disputes, on March 20, 2023, an arbitration court set up under the aegis of the International Chamber of Commerce made a final award: noting various breaches of the shareholders' agreement and tortious acts committed by the Iraqi co-shareholder (including collusion with the Iraqi telecommunications regulator (CMC) to obtain a decision to cancel the March 2011 partnership between the operator Korek Telecom, Agility and Orange), the arbitral court awarded 1.7 billion American dollars in damages for the benefit of the joint venture between Agility and Orange. In addition, on March 19, 2019, following an administrative decree adopted by the Iraqi Ministry of Trade and Industry, the General Register of companies in Erbil (Iraqi Kurdistan) restored the shareholding structure of Korek Telecom as it existed before Orange and Agility had acquired a stake. As a result, the registration of the Korek Telecom shares in the name of the original shareholders was imposed without any compensation or reimbursement of the amounts invested. Orange thus considers that it was unlawfully expropriated of its investment and, on March 24, 2019, sent a notice of dispute to the Republic of Iraq based on the Bilateral lnvestment Treaty between France and Iraq. In the absence of an amicable settlement with the Iraqi State, Orange submitted a request for arbitration with the International Center for the Settlement of Investment Disputes (ICSID) on October 2, 2020.

In order to provide its telecommunication services, the Group sometimes uses the fixed assets of other parties and the terms of use of these assets are not always formalized. The Group is sometimes subject to claims and might be subject to future claims in this respect, which could result in a cash outflow in the future. The amount of the potential obligations or future commitments cannot be measured with sufficient reliability due to the legal complexities involved.

Other than proceedings that may be initiated in respect of disputes between Orange and the tax or social security authorities over tax, income taxes and social security contributions (see Notes 6.2 and 10.3), there are no other administrative, legal or arbitration proceedings, including any proceedings that are pending, suspended or threatened, of which Orange is aware, which may have or have had in the last 12 months a material impact on the Company’s and/or Group’s financial position or profitability.

Note 19 Subsequent events

Completion of the aquisition of OCS and Orange Studio by Canal+ Group

On January 9, 2023 Orange and the Canal+ Group announced the signature of a memorandum of agreement for the acquisition by the Canal+ Group of all the shares held by Orange in the OCS pay TV package and in Orange Studio, the film and series co-production subsidiary. The Canal+ Group will become the sole shareholder of both companies following this transaction.

On January 12, 2024, the French Competition Authority authorized the transaction subject to commitments made by the Canal+ group.

On January 31, 2024, Orange and the Canal+ Group completed this transaction, which should result in a loss of around 170 million euros in the Orange Group’s consolidated accounts. Following this transaction, the Canal+ group becomes the sole shareholder of both companies.

As part of this transaction, Orange has granted Canal+ standard and specific guarantees.

Favorable decision of the Spanish Constitutional Court on a tax dispute in progress

Orange Espagne has initiated a dispute over the measure limiting the use of tax loss carryforwards that was introduced since 2016 which limits the amount of tax losses that can be offset to 25% of taxable income (compared with 70% previously). Orange Espagne is claiming a total of around 180 million euros for fiscal years 2017 to 2021.

At December 31, 2023, no asset was recognized in relation to this dispute.

On January 18, 2024, the Constitutional Court (high court in the country) ruled that this measure was illegal. The National Court (Audiencia Nacional) will confirm this decision in the context of the dispute initiated by Orange Espagne.

Tax dispute in Spain on the business activity tax (IAE « Impuesto de Actividades Económicas »)

Orange Espagne contests the conformity of business activity tax (« Impuesto de Actividades Económicas ») with the European directives and claims the restitution of the amounts paid for this tax for the years 2003-2021. Orange Espagne has thus initiated various disputes relating to this tax.

On 5 February 2024, a favorable decision for Orange Espagne was issued by the National Court (Audiencia National) ordering the tax authorities to reimburse an amount of 174 million euros (including interest) for the years 2012 to 2018. The administration may appeal this decision within 30 days of the decision.

Disputes for years 2003-2011 and 2019-2021 remain open to date and follow specific procedures.

Note 20 Main consolidated entities

At December 31, 2023, the scope of consolidation consists of 387 entities.

The main changes in the scope of consolidation in 2023 are presented in Note 3.2.

Regarding subsidiaries with non-controlling interests:

– the financial statements for the groups Orange Polska, Jordan Telecom, Orange Belgium, Sonatel and Orange Côte d'Ivoire are published, respectively, at the Warsaw Stock Exchange, the Amman Stock Exchange, the Brussels Stock Exchange and the Regional Stock Exchange (BRVM), those companies being quoted;

– the other subsidiaries do not make up a material proportion of Orange’s financial aggregates and their financial information is not presented in the Notes to Consolidated Financial Statements of the Orange's group.


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Table of Contents

Pursuant to Regulation No. 2016-09 of December 2, 2016 of the ANC (Autorité des normes comptables financières - French accounting standards authority), the full list of companies included in the scope of consolidation, companies not included in the scope of consolidation and non-consolidated equity securities is available on the Group’s website (https://gallery.orange.com/finance#lang=en&v=5c6a1b51-a537-454e-b2d3-6e4664be2c6a)

The list of the main operating entities shown below was determined mainly based on their contributions to the following financial indicators: revenue and EBITDAaL.


Company		Country
Orange SA	Parent company	France
Main consolidated entities
France	% Interest	Country
Orange SA - France Business Unit	100.00	France
Orange Concessions and its subsidiaries ⁽¹⁾	50.00	France
Orange Store	100.00	France

Europe	% Interest	Country
Orange Belgium	78.32	Belgium
Orange Espagne and its subsidiaries	100.00	Spain
Orange Moldova	94.45	Moldova
Orange Polska and its subsidiaries	50.67	Poland
Orange Romania	100.00	Romania
Orange Romania Communications and its subsidiary	54.01	Romania
Orange Slovensko	100.00	Slovakia
VOO SA and its subsidiaries	58.74	Belgium

Africa & Middle-East	% Interest	Country
Jordan Telecom and its subsidiaries	51.00	Jordan
Médi Telecom and its subsidiaries ⁽²⁾	49.00	Morocco
Orange Botswana	73.68	Botswana
Orange Burkina Faso	85.80	Burkina Faso
Orange Cameroon	94.40	Cameroon
Orange Côte d'Ivoire and its subsidairies	72.50	Côte d'Ivoire
Orange Egypt for Telecommunications and its subsidiaries	99.96	Egypt
Orange Guinée ⁽³⁾	37.60	Guinea
Orange Mali ⁽³⁾	29.38	Mali
Orange RDC	100.00	Congo
Sonatel ⁽³⁾	42.33	Senegal

Orange Business	% Interest	Country
Orange SA - Orange Business Unit	100.00	France
Orange Business Services SA and its subsidiaries	100.00	France
Orange Business Services Participations and its subsidiaries	100.00	France
Orange Cyberdefense and its subsidiaries	100.00	France
Globecast Holding and its subsidiaries	100.00	France

International Carriers & Shared Services	% Interest	Country
Orange SA - IC&SS Business Unit	100.00	France
FT IMMO H	100.00	France
OCS	66.67	France
Orange Brand Services	100.00	United Kingdom

Mobile Financial Services	% Interest	Country
Orange Bank	100.00	France

Totem	% Interest	Country
Totem France	100.00	France
Totem Spain	100.00	Spain

(1)	Orange Concessions is consolidated using the equity method.

(2)	Orange SA controls and consolidates Médi Telecom and its subsidiaries through a 49% equity interest and a 1.1% usufruct.

(3)	Orange SA controls Sonatel and its subsidiaries, which are fully consolidated, under the terms of the shareholders' agreement as supplemented by the Strategic Committee Charter dated July 13, 2005 (Orange SA owns and controls 100% of Orange MEA, which owns and controls 42.33% of Sonatel Group).


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Note 21 Auditors’ fees

As required by Decree no. 2008-1487 of December 30, 2008, the following table shows the amount of fees of the auditors of the parent company and their partner firms in respect of the fully consolidated subsidiaries.


(in millions of euros)		Audit and related services										Other services		Total
		Statutory audit fees, certification,				Services required				Sub-total		rendered by
		auditing of the accounts				by the law						auditors' networks to
		o/w issuer				o/w issuer						fully-consolidated
Deloitte												subsidiaries
2023		11.4		4.8		—		—		11.4		0.2		11.6
	%	98	%	41	%	—	%	—		98	%	2	%	100	%
2022		8.8		4.6		—		—		8.8		0.3		9.1
	%	96	%	50	%	—	%	—		97	%	3	%	100	%
2021		8.2		4.6		—		—		8.2		0.1		8.4
	%	98	%	55	%	—	%	—		99	%	1	%	100	%
KPMG
2023		11.7		4.5		0.4		—		12.1		0.7		12.8
	%	91	%	35	%	3	%	—		95	%	5	%	100	%
2022		10.9		4.3		0.1		—		11.0		0.9		11.9
	%	92	%	36	%	1	%	—		92	%	8	%	100	%
2021		9.9		4.4		0.2		0.2		10.1		0.4		10.5
	%	94	%	42	%	2	%	2	%	96	%	4	%	100	%
EY
2022		—		—		—		—		—		—		—
2021		—		—		—		—		—		0.4		0.4
	%	—		—		—		—		—		100	%	100	%

The services provided by the statutory auditors were authorized pursuant to the rules adopted by the Audit Committee and updated each year since October 2016. No fiscal services were provided by the statutory auditors.


Consolidated Financial Statements 2023	F-143

(in millions of euros)

December 31, 2023

December 31, 2022

December 31, 2021

Assets pledged as security to lending financial institutions as guarantees for bank loans⁽¹⁾