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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.
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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.
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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.
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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.
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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.