RNS Number:8823A
Orange S.A.
22 March 2001
PART 2
14. BORROWINGS
At 31 December 2000, borrowings net of available cash amounted to euro 5,038
million. They can be detailed as follows:
* cash and cash equivalents amounting to euro 11,612 million, mainly
comprising the euro 9,771 million cash injection from France Telecom and
cash of entities transferred to the Company on 29 December 2000. These are
primarily intended to finance certain liabilities amounting to euro 5,975
million, currently included in "Accrued expenses and other current
liabilities", and mainly arising from the acquisition of Wind and OCSA and
amounting to euro 4,878 million (including accrued interest) and euro
1,082 million, respectively;
* long-term debt less current portion amounting to euro 4,363 million;
* current portion of long-term debt and short term borrowings amounting to
euro 6,312 million.
SHORT-TERM BORROWINGS
The analysis of short-term borrowings as at 31 December 2000 by main category
is as follows:
(in millions of euro) At 31 December 2000
----------------------------
France Telecom current account 5,820
Bank loans 68
Other loans 9
Bank overdrafts 121
------------
Total short-term borrowings 6,018
========
Current accounts with the France Telecom group generally bear interest at
rates linked to market interest rates of the countries where subsidiaries are
operating.
LONG-TERM DEBT
The analysis of long-term debt by main category as at 31 December 2000 is as
follows:
(in millions of euro) At 31 December 2000
--------------------
Bonds 1,135
Bank loans 3,456
Other non bank loans and capital leases 66
----------------
Total long-term debt 4,657
----------------
Including current portion 294
Including long-term portion 4,363
==========
The maturity of outstanding long-term debt at 31 December 2000 over the next
five years is euro 281 million in 2001, euro 536 million in 2002, euro 707
million in 2003, euro 977 million in 2004 and euro 864 million in 2005.
The table below presents details of bonds not matured as at 31 December 2000:
Currency of Amount in currency of Maturity Interest Euro equivalent at 31
denomination denomination rate (%) December 2000
USD 198 2006 8.75 213
GBP 198 2008 8.63 316
USD 18 2008 8.00 19
EUR 94 2008 7.62 94
GBP 150 2009 8.88 240
USD 263 2009 9.00 282
Impact of interest or currency rate swaps (29)
-------------
Total bonds 1,135
====== ===== ======= =========
The table below presents an analysis of long-term debt by interest rate as at
31 December 2000, after taking into account the impact of interest rate and
currency swaps:
(in millions of euro) At 31 December 2000
---------------------------
Less than 5% 8
Between 5 and 7 % 2
Between 7 and 10 % 3,298
More than 10 % 1
---------------
Total fixed rate 3,309
Total variable rate 1,324
Capital leases 24
---------------
Total long-term debt 4,657
==========
The weighted average fixed interest rate amounted to 7.6% at 31 December 2000.
The weighted average variable interest rate amounted to 7.8% at 31 December
2000.
The analysis of long-term debt by currency as at 31 December 2000, after
taking into account the impact of currency swaps is as follows :
(in millions of euro) At 31 December 2000
------------------------------
British pound 3,826
Euro Zone 516
US dollar 226
Other currencies 65
Capital leases 24
-----------------
Total long-term debt 4,657
===========
CREDIT FACILITIES
At 31 December 2000, the Group had the following credit facilities:
(in millions Currency of Amounts in currency Euro equivalent at Used
of euro) denomination of denomination 31 December 2000 portion
Bilateral credit lines
Short-term EUR 811 811 636
GBP 1,200 1,923 1,819
DKK 2,700 362 356
FF 265 40 39
NLG 2,480 1,125 1,020
Syndicated credit lines
Long-term GBP 1,730 2,772 2,692
DEM 217 111 86
BEF 18,000 44625 4110
USD 245 263 226
Short-term NLG 10 5 5
CHF 52 32 32
Overdrafts EUR 20 20 8
----------- ------------- ---------
Total credit facilities 7,910 7,330
Including long-term 3,592 3,415
Including short-term 4,298 3,907
Including overdrafts 20 8
========= =======
The above table includes the credit facilities granted to the Group by France
Telecom.
In addition, on 18 January 2001, France Telecom granted to the Company a multi
currency credit facility amounting to euro 6.8 billion (refer Note 25).
As part of their financing policy, certain Group companies are subject to
financial and operating ratios under certain covenants and limitations in
terms of distribution of earnings.
15. FINANCIAL INSTRUMENTS
Through its operations, the Group is exposed to market risks with relation to
cash management and the cost of borrowing.
MANAGEMENT OF RISK OF LONG-TERM DEBT RATES
As part of its financing policy, the Group enters into long-term borrowings
from credit institutions. These borrowings are generally contracted at a
variable interest rate. In order to reduce the cost of borrowings, firm and
optional interest rate swaps are used within limits fixed by management.
NOTIONAL AMOUNTS OF DERIVATIVE FINANCIAL INSTRUMENTS
The contract or notional amounts presented below do not represent amounts
payable or receivable and as such do not represent the risk to the Group of
using derivative financial instruments:
(in millions of euro) At 31 December 2000
Interest rate swaps 2,392
Interest rate caps 593
Interest rate collars 508
Currency swap 579
Forward exchange contracts 304
==========
FAIR VALUE OF FINANCIAL INSTRUMENTS
With regard to cash, customer receivables, bank overdrafts and other
short-term borrowings as well as trade payables, the Group considers that the
balance sheet value is the most representative of their fair value in view of
the high degree of liquidity of these items.
The fair value of long-term debt has been estimated based on the discounted
value of future cash flows for non quoted instruments using the rates granted
to the Group for instruments with similar conditions and maturities.
The table below presents the fair value of financial instruments at 31
December 2000:
(in millions of euros) Carrying value Fair value
Balance Sheet financial instruments
Assets
Cash and cash equivalents 11,612 11,612
Trade accounts receivable 2,602 2,602
Non consolidated investments 428 807
Liabilities
Bank overdrafts and other short-term borrowings 6,023 6,023
Trade accounts payable 3,867 3,867
Long-term debt including current portion (1) 4,672 4,736
Off Balance Sheet financial instruments
Unrealised loss on interest rate derivative - (13)
instruments
======= ========
(1) Net of currency swaps
16. OTHER LONG-TERM LIABILITIES
The analysis of other long-term liabilities as at 31 December 2000 is as
follows:
(in millions of euro) At 31 December 2000
Deferred income 150
Provisions for liabilities and charges 25
Other 25
-------------
Total 200
=========
Deferred income relates to the net credits arising from the in-substance early
extinguishments of drawdowns under OPCS's defeased leases. As part of its
lease agreements concluded in 1995 and 1997, OPCS has deposited amounts equal
to the net present value of its rental obligations with UK financial
institutions to secure letters of credit issued by these institutions to the
lessors in connection with OPCS's rental obligations. These funds, which
totalled euro 1,221 million at 31 December 2000 together with the interest
earned thereon, will be used to settle OPCS's rental obligations under the
leases. This in-substance early extinguishment of each drawdown under the
finance leases resulted in the offset of the deposit amount and the capital
lease obligation, and a net credit that has been reflected in the consolidated
balance sheet as deferred income that will be amortised to the consolidated
income statement over the lease term on a straight-line basis. This includes a
provision, based on management's assessment of likely outcomes, for possible
future costs arising from variations in interest rates or tax rates.
17. Minority interests
Minority interests amounted to a negative euro 58 million at 31 December 2000.
Minority interests mainly relate to Mobistar S.A., Dutchtone, Mobilix A/S and
OCSA.
Pro forma information
The Group's share of minority interests in the pro forma net loss amounted to
euro 159 million in 2000, euro 139 million in 1999 and euro 103 million in
1998.
18. SHAREHOLDERS' EQUITY
As at 31 December 2000 shareholders' equity can be analysed as follows:
(in millions of euro) At 31 December
2000
Share capital (comprising 4,801,915,818 shares of euro 1 4,802
each)
Additional paid in capital 60,392
Retained earnings (42,715)
Net income 4
Currency translation adjustment 16
--------------
Total shareholders' equity 22,499
=========
At 31 December 2000, shareholders' equity mainly reflects the inception of the
Group and the transfers of assets to the Company, which occurred on 29
December 2000:
* the transfers of substantially all the shares of FTM S.A., FCM, FTMS,
Orange plc, FTPB and FTPD from France Telecom to the Company which, in
compliance with the purchase method of accounting under paragraph 215 of
"Comite de la Reglementation Comptable" Rule 99-02, have been reflected at
the consolidated historical carrying value of their respective net assets.
At the time of their transfer to the Company, FTPB and FTPD's net assets
reflected the acquisition of assets previously held by France Telecom;
* the transfers, through an exchange of shares, of France Telecom's
investments in MobilRom and Societe Ivoirienne de Mobiles restated at
their fair value;
* a share capital increase of the Company for an amount of euro 9,771
million through the issuance to France Telecom of 413,241,999 shares each
having a par value of euro 1, with a share premium of euro 9,358 million.
19. SHARE BASED COMPENSATION
On 19 January 2001, the Board of Directors of the Company set the general
principles of the share option plans as described below:
"Plan d'Options sur Actions Orange "
The Orange Share Option Plan is designed for employees of the Company and
affiliates who are French residents or otherwise eligible. The plan grants
options to subscribe for new shares or acquire existing shares, and includes
three tranches each having different vesting periods.
"Plan d'Options sur Actions International d'Orange"
* The Orange Sharesave Plan
The Sharesave Plan is designed for employees and executive directors of
subsidiaries of the Company in the United Kingdom. The options, which may be
options to subscribe for new shares or to acquire existing shares, can be
exercised after an eligible employee has agreed to save a fixed monthly amount
for three or five years, the maximum monthly saving being #250.
* The Orange Shareoption Plan
The Shareoption Plan is designed for employees and executive directors of
subsidiaries of any Group company who are not residents of France, principally
in the United Kingdom. Three tranches exist, depending on the employees, each
having different vesting periods.
"Plan d'Options sur actions 2001 Etats Unis"
The US Share Option Plan is a qualifying share option plan for employees of
the Company's subsidiaries in the United States. Two tranches exist, each
having different vesting periods.
"Plan d'Epargne en Actions d'Orange Royaume Uni"
* The Orange Sharepurchase Plan
The Sharepurchase Plan, which is established under a trust, was put in place
by Orange plc for its eligible employees in the United Kingdom only.
Sharepurchase may be operated as a Partnership Plan, as a Matching Plan and as
a Free Plan. Voting rights attributable to the shares may not be directly
exercisable while shares are held in the trust. However, the participant may
be allowed to direct the trustees as to how to exercise those voting rights.
- Partnership Plan
Eligible employees may enter into an agreement with Orange plc to allocate up
to #1,500 of or 10% of annual pre-tax salary each year to purchase shares in
the Company. A participant will incur income tax if Partnership shares held in
the trust for less than five years are withdrawn.
- Matching Plan
Under the Matching Plan, the eligible employees will provide the trustees with
funds to enable them to purchase shares of the Company on the open market.
These shares will be allocated up to a maximum ratio of two Matching Shares
for every Partnership Share. Matching Shares must be held by the trustees for
a period between three to five years. Participants who cease to be employed by
the Group must withdrawn their shares from the trust.
- Free Plan
Under the Free Plan, funds are provided to the trustees to enable them to
purchase shares of the Company on the open market or shares to be allocated to
eligible employees. The maximum individual allocation in any tax year is #
3,000. The allocation can be linked to performance as the Board of directors
of Orange plc may decide. Free Shares must be held by the trustees for a
period between three to five years. Participants who cease to be employed by
the Group must withdraw their shares from the trust.
* The Restricted Share Plan
The Restricted Share Plan was established at the beginning of the public
offering process and was designed for certain key employees. Participants were
allocated a number of shares which will vest in three equal tranches, as long
as the participant is an employee of the Group at the relevant vesting date.
20. PROVISIONS
Provisions for allowances against assets other than plant, property and
equipment and intangible assets are as follows at 31 December 2000:
(in millions of euro) At 31 December 2000
---------------------------
Customer receivables 371
Inventories 44
Investments 3
========
Allowances are set up against the estimated cost of non-recovery of
receivables. They are based on an individual or statistical evaluation of the
risk of non-recovery of receivables from individuals, professionals, operators
and distributors.
21. COMMITMENTS AND CONTINGENCIES
OFF BALANCE SHEET COMMITMENTS RELATED TO NETWORK EQUIPMENT AND INVENTORIES
In the ordinary course of its activities, the Group enters into purchase
contracts with network equipment manufacturers and into stock protection
clauses with handset suppliers. Management believes that no significant risk
of financial loss could arise from these contracts.
LEASE COMMITMENTS
The table below shows future minimum lease commitments due under
non-cancellable operating and capital leases at 31 December 2000:
(in millions of euro) Operating leases Capital leases
2001 280 109
2002 172 111
2003 157 117
2004 141 121
2005 and thereafter 653 2,168
----------- ------------
Total minimum lease commitments 1,403 2,626
Less amounts representing interest - (1,273)
------------ -----------
Present value of net minimum lease commitments 1,403 1,353
======= =======
Pro forma information
Rental expense under operating leases included in the pro forma income
statements amounted to euro 350 million in 2000, euro 162 million in 1999 and
euro 110 million in 1998.
OFF BALANCE SHEET COMMITMENTS LINKED TO FINANCIAL INVESTMENTS
Following the agreement signed on 23 March 2000 with MobilCom, the German
telephony operator, the Group has an option to purchase MobilCom's shares from
its founding shareholder. Under this option, which is exercisable between 2003
and 2006, the Group is granted the right to purchase 21.6 million shares,
representing approximately 33% of MobilCom's total shares. The founding
shareholder of MobilCom has an option to sell part of his share of his
MobilCom stock in a limited number of situations:
* Once the Group acquires shares such that it owns more shares than the
founding shareholder;
* In the event that a deadlock has occurred and the Group has not waived
its objection to the proposed mediation;
* In the event that the Group breaches a material obligation under the
agreement.
These two options will be exercisable at a price to be determined by
internationally recognised banks.
In addition, rights and obligations relating to corporate governance, shares
transfers, put and call rights as well as the stockholders' agreement, as
defined in the "Cooperation Framework Agreement" which was signed between
France Telecom, MobilCom and MobilCom's founding shareholder, have been
transferred to the Group.
In October 2000, France Telecom and ENEL signed an agreement concerning
Infostrada, a fixed line telecommunications operator in Italy. This agreement
provides for the purchase of Infostrada by ENEL and thereafter the merger of
Infostrada with Wind, one of the Group's affiliates. After the conclusion of
the merger, the Group's equity interest in Wind will be reduced from 43.4% to
just below 26.6%. This agreement includes a public offering of not less than
25% of Wind's capital, currently anticipated to take place in 2001, if market
conditions are favorable. The agreement also grants the Group the rights to
acquire additional shares from ENEL, within 24 to 30 months after the merger,
to bring its total share to 76.6% of ENEL's share. The agreement is subject to
the approval of the Italian authorities.
Following the acquisition by FTPB of a 42.5% interest in OCSA in November
2000, the Group holds an option to purchase 7.5% of the share capital of OCSA
from its co-shareholders and one of the co-shareholders holds a put option to
sell 2.5% of the shares of OCSA to the Group. On 15 March 2001, the
co-shareholder exercised its put option (Refer Note 25).
Furthermore, the Group has entered into agreements with some of its
co-shareholders whereby the Group has an option to purchase and/or sell shares
of its subsidiaries, affiliates and investments. Some of these agreements also
contain clauses relating to transfers of shares.
GUARANTEES AND ENDORSEMENTS
In the ordinary course of its business, the Group gives and receives certain
guarantees of which the more significant at 31 December 2000 are as follows:
1. Shares in the companies Globtel, MobilRom and Optimus have been pledged to
financial institutions for euro 233 million, euro 103 million and euro 48
million respectively to cover bank loans contracted by these companies.
2. Guarantees amounting to euro 451 million over assets of Mobistar have been
given or irrevocably promised to cover bank loans contracted.
3. Mobilix Holding has pledged its shares in Mobilix A/S to France Telecom for
an amount of euro 253 million as collateral for the euro 362 million
credit facility granted by France Telecom to Mobilix Holding.
4. The euro 140 million guarantee granted by France Telecom to Enel, Wind's
majority shareholder, to cover the guarantee that Enel granted to
financial institutions as collateral to the ten year deferral of payment
on the UMTS licence, is to be transferred to the Group.
5. The Group has issued bank guarantees of euro 210 million to cover
obligations.
6. The Group has received guarantees from Orange plc's former shareholders,
Hutchison Whampoa and British Aerospace, as well as third party insurance
to cover the payment of a termination sum, which would replace the future
rental payments under the 1995 finance leases, should the deposit banks
become insolvent. In respect of the 1997 finance leases, the lessors bear
the risk in the event of insolvency of the deposit banks and the Group
would not be liable for the payment of any termination sum.
LITIGATION AND CLAIMS
Following the Mannesmann offer being declared wholly unconditional on 23
November 1999, the Group is in dispute with its co-shareholders in Connect
Austria. The issue concerns whether there is a breach of a non-compete
obligation. In Extraordinary shareholders meetings held during the first half
of 2000, resolutions were purported to be adopted regarding the exclusion of
Orange plc and its subsidiaries from Connect Austria. Arbitration proceedings
have been brought by Orange plc and its subsidiaries seeking declarations that
they are still members of Connect Austria. If the tribunal establishes that
the expulsions were valid then the other shareholders are entitled to purchase
Orange plc's shares by exercising a call option. The other shareholders claim
that the purchase of the shares would be at a price related to the fully paid
up value of the shares rather than their fair value. The fully paid up value
of the shares and the loan account totalled euro 109 million at 31 December
2000. Written submissions for the arbitration were filed on November and
December 2000. Hearings have been scheduled for various dates in March and
April 2001.
Except as described above, the Group is involved in a number of legal
proceedings and has various unresolved claims pending as part of the ordinary
course of its business. Associated costs are accrued when it is probable that
a liability has been incurred, and the amount of that liability can be
estimated within a reasonable range.
Although no assurance can be given as to the outcome of open claims, the
Management of the Group estimates that it is not likely that such open claims
could have a significant adverse effect on the Group's financial statements as
at 31 December 2000.
22. RELATED PARTY TRANSACTIONS
The transactions and balances summarised below arose in the ordinary course of
business with related parties :
Balances with related parties as at 31 December 2000
(in millions of euro) At 31 December 2000
---------------------------
Payables to related parties
France Telecom 12,259
Receivables and cash on deposits with related
parties
France Telecom 11,961
Non consolidated investments 131
=========
Transactions with related parties for the year ended 31 December 2000
Year ended 31 Year ended 31 December
December
------------------------------
(in millions of euro) 2000 2000 1999 1998
--------- -------- --------- ----------
Pro forma (unaudited)
------------------------------
Transactions with related
parties
France Telecom
- Revenues - 1,905 1,229 907
- Expenses - (2,737) (1,614) (1,187)
====== ====== ====== ======
The main transactions with related parties relate to interconnection between
networks.
23. SEGMENT REPORTING
The Group operates within the mobile telecommunication sector in three
segments identified as follows:
The segment "France" includes GSM mobile telephony within mainland France, the
French West Indies and La Reunion as both operator and service provider.
The segment "United Kingdom" includes mobile telephony within the United
Kingdom.
The segment "Rest of world" includes all the other European and International
subsidiaries.
The main operating indicators by segment for the periods presented are as
follows:
Year ended 31 Year ended 31 December
December
(in millions of euro) 2000 2000 1999 1998
---------- -------- --------- -----
Pro forma (unaudited)
------------------------
France
Turnover - 5,690 4,056 2,790
EBITDA(1) before SAC's - 2,564 1,924 1,118
SAC's - (1,035) (980) (445)
EBITDA (1) - 1,529 944 673
Depreciation and amortisation(2) - (501) (494) (382)
Operating income - 1,028 450 291
Total plant, property and equipment and 2,692 NA NA NA
intangible assets (3) (5)
Average number of - 6,077 4,783 4,265
employees (4)
------------ ------ ------- ------
United Kingdom
Turnover - 4,211 2,392 1,446
EBITDA(1) before SAC's - 1,473 851 517
SAC's - (794) (492) (295)
EBITDA (1) - 679 359 222
Depreciation and amortisation(2) - (433) (290) (230)
Operating income/(loss) - 246 69 (8)
Total plant, property and equipment and 9,501 NA NA NA
intangible assets (3) (5)
Average number of - 10,132 7,077 4,813
employees (4)
------------- ------ ------- -------
Rest of world
Turnover - 2,193 1,182 701
EBITDA (1) - (443) (384) (127)
Depreciation and amortisation(2) - (448) (246) (123)
Operating loss - (891) (630) (250)
Equity in net loss of affiliates(2) - (400) (221) (30)
Total of plant, property and equipment 7,636 NA NA NA
and intangible assets (3) (5)
Investments accounted for under the 8,591 NA NA NA
equity method (3) (5)
Average number of - 8,073 5,379 3,223
employees (4)
-------------- ------ ------- ---------
Inter- segment eliminations (35) (45) (44)
Total Group
Turnover - 12,059 7,585 4,893
EBITDA (1) - 1,765 919 768
Depreciation and amortisation (2) - (1,382) (1,030) (735)
Operating income/(loss) - 383 (111) 33
Equity in net loss of affiliates(2) - (400) (221) (30)
Total of plant, property and equipment 19,829 NA NA NA
and intangible assets (3) (5)
Investments accounted for under the 8,591 NA NA NA
equity method (3) (5)
Average number of employees(4) - 24,282 17,239 12,301
-------------- -------- ------- --------
(1) EBITDA : Operating income before depreciation and amortisation.
(2) Excluding goodwill amortisation
(3) Including goodwill
(4) Average full time equivalents.
(5) As the Group was formed on 29 December 2000, no comparative balance sheets
are presented (refer Note 2)
24. COMPENSATION OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT
COMMITTEE
As the Group was formed on 29 December 2000, no compensation was paid to the
executive officers and directors of the Company in 2000.
25. POST BALANCE SHEET EVENTS
On 12 January 2001, the Group entered into an agreement with its
co-shareholders in BITCO whereby it acquired an additional 15% interest in
this company, bringing the Group's total shareholding to 49%.
On 12 January 2001, the Group acquired an additional 8% in Dutchtone, bringing
its total shareholding to 100%.
In January 2001, the Group entered into an agreement with its co-shareholders
in Book2eat whereby it acquired an additional 10% in this company bringing the
Group's total shareholding to 42%.
On 18 January 2001, France Telecom granted the Company a euro 6.8 billion
multi-currency credit facility, expiring on 31 July 2002. This credit facility
is intended to finance the Group's working capital and capital expenditure
needs.
On 19 January 2001, pursuant to the authorisation given by the meeting of
shareholders on 29 December 2000, the Company defined the general principles
of the share option plans for the Group's employees. The details of these
plans are described in Note 19. On 12 February 2001, the board of directors of
the Company fixed the exercise price (euro 10 per option) and approved the
list of eligible employees of the "Plan d'Options sur Actions Orange", "Plan
d'Options sur Actions International d'Orange" and "Plan d'Options sur actions
2001 Etats Unis".
On 13 February 2001, France Telecom sold approximately 15% of its shares in
the Company through public offerings on Premier Marche of Euronext Paris, the
London Stock Exchange and through an offering to qualified institutional
buyers in accordance with Rule 144 A of the US Securities Act of 1933.
Concurrently with this global offer, France Telecom issued 211 million of 2.5%
notes, redeemable by way of exchange, at the option of the holder, into a
maximum of 211 million existing shares of the Company.
In February 2001, the Group sold its 50% interest in KPNO to KPN Mobile. Total
consideration was euro 500 million including euro 102 million in respect of
repayment of a shareholder loan.
On 15 March 2001, the Group acquired an additional 2.5% in OCSA after one of
its co-shareholders chose to exercise its put option, bringing the Group's
shareholding in OCSA to 87.5%.
26. Consolidation Scope
The consolidation scope presents:
-the percentages of interest and control as at 31 December 2000;
-the percentages of interest used to prepare the pro forma consolidated
statements of income for the years ended 31 December 2000, 1999 and 1998
FRANCE
FULLY CONSOLIDATED COMPANIES
Company Country % %
interest control Pro forma
At 31/12/ At 31/12/
2000 2000 2000 1999 1998
France Telecom Mobiles Division France 100,00% 100,00% 100,00% 100,00% 100,00%
(FTM S.A as from 1 January 2000)
France Caraibe Mobiles S.A France 100,00% 100,00% 100,00% 100,00% 100,00%
France Telecom Mobiles France 100,00% 100,00% 100,00% 100,00% 100,00%
Distribution S.A
France Telecom Mobiles Services France 100,00% 100,00% 100,00% 100,00% 100,00%
S.A
Rapp 6 France 100,00% 100,00% 100,00% 100,00% 100,00%
Telemate France 100,00% 100,00% 100,00% 100,00% 100,00%
France Telecom Mobiles Clients France 100,00% 100,00% 100,00% - -
S.A
France Telecom Mobiles La Reunion France 100,00% 100,00% 100,00% - -
PROPORTIONALLY CONSOLIDATED COMPANIES
Company Country % interest % control Pro forma
At 31/12/2000 At 31/12/2000 2000 1999 1998
------------- -------------- --------- -------- --------
Darty France France 50,00% 50,00% 50,00% 50,00% 50,00%
Telecom
Fidecall France 50,00% 50,00% 50,00% 50,00% -
UNITED KINGDOM
FULLY CONSOLIDATED COMPANIES
Company Country % interest % control Pro forma
At 31/12/ At 31/12/ 2000 1999 1998
2000 2000
--------- -------- ------ ------- -------
Orange plc England 100,00% 100,00% 100,00% 100,00% 100,00%
Hutchinson Cellular England 100,00% 100,00% 100,00% 100,00% 100,00%
Services Ltd
Hutchinson Paging (UK) Ltd England 100,00% 100,00% 100,00% 100,00% 100,00%
Hutchinson Personal England 100,00% 100,00% 100,00% 100,00% 100,00%
Communications Ltd
Hutchinson Telephone (UK) England 100,00% 100,00% 100,00% 100,00% 100,00%
Ltd
Hutchinson Mobile Services England 100,00% 100,00% 100,00% 100,00% 100,00%
Hutchinson Telephone UK England 100,00% 100,00% 100,00% 100,00% 100,00%
Hutchinson Euromessage Ltd England 100,00% 100,00% 100,00% 100,00% 100,00%
Orange Personal England 100,00% 100,00% 100,00% 100,00% 100,00%
Communications Ltd
Orange Services Ltd England 100,00% 100,00% 100,00% 100,00% 100,00%
Orange FURB Trustees Ltd England 100,00% 100,00% 100,00% 100,00% -
Orange Pension Trustees England 100,00% 100,00% 100,00% 100,00% 100,00%
Ltd
Orange International Ltd England 100,00% 100,00% 100,00% 100,00% -
Orange Holdings (UK) Ltd England 100,00% 100,00% 100,00% 100,00% 100,00%
Orange Overseas Holdings England 100,00% 100,00% 100,00% 100,00% 100,00%
Ltd
Orange Personal England 100,00% 100,00% 100,00% 100,00% 100,00%
Communication Services Ltd
Orange Retail Ltd England 100,00% 100,00% 100,00% 100,00% 100,00%
Orange 3G Ltd England 100,00% 100,00% 100,00% 100,00% -
Orange Overseas Holdings England 100,00% 100,00% 100,00% 100,00% -
No.2 Ltd
REST OF WORLD
FULLY CONSOLIDATED COMPANIES
Company Country % % control Pro forma
interest
At 31/12/ At 31/12/ 2000 1999 1998
2000 2000
-------- ------- -------- ------- -------
Orange International Bahamas 100,00% 100,00% 100,00% 100,00% 100,00%
Developments Ltd
France Telecom Belgium 100,00% 100,00% 100,00% 100,00% 100,00%
Participations Belgium
Mobistar Corporate Belgium 50,71% 100,00% 50,71% 50,71% -
Solutions
Mobistar S.A Belgium 50,71% 50,71% 50,71% 50,71% 50,71%
Vista Cellular Ltd Botswana 51,00% 51,00% 51,00% 51,00% 51,00%
Rapid Link China 67,00% 67,00% 67,00% 67,00% 67,00%
Hutchinson France 100,00% 100,00% 100,00% 100,00% 100,00%
Telecommunications
(France) SA
Orange France Holding S.A France 100,00% 100,00% 100,00% 100,00% 100,00%
Societe Ivoirienne de Ivory Coast 85,00% 100,00% 85,00% 85,00% 85,00%
Mobiles
Societe Camerounaise de Cameroon 70,00% 70,00% 70,00% - -
Mobiles S.A
France Telecom Denmark 100,00% 100,00% 100,00% 100,00% 100,00%
Participations Denmark
Mobilix A/S Denmark 53,58% 100,00% 53,58% 53,58% 53,58%
Mobilix Holding A/S Denmark 53,58% 53,58% 53,58% 53,58% 53,58%
France Telecom Dominicana Dominican 86,00% 86,00% 86,00% - -
Republic
Ananova Ltd England 100,00% 100,00% 100,00% - -
Orange Communications Maroc 100,00% 100,00% 100,00% 100,00% -
Maroc S.A
Telsea Mauritius 51,00% 51,00% 51,00% 51,00% 51,00%
Societe Malgache de Madagascar 33,61% 65,90% 33,61% 33,61% 33,61%
Mobiles
Orange Norge AS Norway 80,00% 80,00% 80,00% - -
Dutchtone N.V The 92,00% 92,00% 92,00% 92,00% 92,00%
Netherlands
Dutchtone Multimedia N.V The 92,00% 100,00% 100,00% - -
Netherlands
Orange International B.V The 100,00% 100,00% 100,00% 100,00% 100,00%
Netherlands
Orange Hungaria B.V The 100,00% 100,00% 100,00% 100,00% -
Netherlands
MobilRom S.A Romania 67,81% 67,81& 67,81% 67,81% 67,81%
Globtel A.S Slovakia 64,00% 64,00% 64,00% 64,00% 64,00%
Orange Communications S.A Switzerland 85,00% 85,00% 85,00% 85,00% 85,00%
Orange Services US, Inc. United 100,00% 100,00% 100,00% - -
States
OrangeWorld, Inc United 100,00% 100,00% 100,00% - -
States
Wildfire Communications, United 100,00% 100,00% 100,00% - -
Inc States
EQUITY ACCOUNTED INVESTMENTS
Company Country % interest % control Pro forma
At 31/12/ At 31/12/ 2000 1999 1998
2000 2000
----------- ---------- --------- ------ ------
Wind Telecomunicazioni Italy 43,40% 43,40% 43,40% 43,40% 43,40%
S.p.A
MobilCom Group Germany 28,50% 28,50% 28,50% 28,50% 28,50%
NewsTakes, Inc. United 25,00% 25,00% 25,00% - -
States
Bangkok Inter Teletech Thailand 34,00% 34,00% 34,00% - -
Company Ltd
Wireless Communications Thailand 33,00% 33,00% 33,00% - -
Services
Book2eat.com Holdings England 32,31% 32,31% 32,31% - -
Ltd
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