registration document France Telecom 2009 - Orange.com

More documents

Recommendations

Info

20 CONSOLIDATED financial information concerning the issuer’s assets and liabilities, financial position and profits and losses STATEMENTS Analysis of net financial debt by entity (in millions of euros) December 31, 2009 December 31, 2008 December 31, 2007 France Telecom S.A. 30,015 30,195 32,392 ECMS public tender offer 1,082 - - TP Group 1,069 1,300 1,512 Securitization debt (1) 724 1,231 1,111 FT España 616 1,268 1,426 Other 435 1,865 1,539 External net financial debt 33,941 35,859 37,980 Overall effective interest rate 5.91% 6.28% 6.36% (1) At December 31, 2009, included gross debt carried by securitization vehicles for receivables of France Telecom S.A. and Orange France. In 2009, Orange in the UK discontinued its trade receivables securitization program. 22.3 TDIRA On March 3, 2003, under the terms of the MCSA transactional agreement (see Note 32 Litigation ), France Telecom issued 430,705 perpetual bonds redeemable for shares (“TDIRA”), with a nominal value of 14,100 euros each, representing a total amount of 6,073 million euros, of which 341,910 were reserved for members of the banking syndicate (the “Bank Tranche”) and 88,795 for MobilCom’s suppliers (the “Supplier Tranche”). The TDIRA are listed on Eurolist by Euronext Paris (international section) and were approved by the Commission des Opérations de Bourse (French Securities Regulator) on February 24, 2003. They are redeemable to new France Telecom ordinary shares, at any time at the holders’ request or, under certain conditions as described in the appropriate information memorandum, at France Telecom’s initiative based on a ratio of 482.8750 shares to one TDIRA for the Bank Tranche (i.e. conversion price of 29.20 euros) and 389.1247 shares to one TDIRA for the Supplier Tranche (i.e. conversion price of 36.235 euros), as the initial ratio of 300 shares to one TDIRA has been adjusted several times to protect bondholders’ rights. In addition, during the fi rst seven years, the conversion ratio for the Bank Tranche of the TDIRA will be adjusted to compensate for any dividend distribution, if these distributions are not otherwise taken into account through another adjustment. Since January 1, 2006 and until December 31, 2009 inclusive, as France Telecom had fulfi lled the credit rating and share price conditions as described in the above mentioned information memorandum, the interest rate on the TDIRA has been 5.25%. It is 3-month Euribor +2.5% thereafter. The interest is recorded on an annual basis in the income statement. On January 4, 2010, France Telecom paid a coupon of 96 million euros. If no dividend payment is voted in the Ordinary Shareholders’ Meeting or no interim dividend payment is paid by the Board of Directors during the 12 months preceding the coupon payment, France Telecom can delay payment of the coupon. The amount of interest due will itself bear interest at the 12-month Euribor rate until the deferred payments are made. This deferred interest must be paid in full – including the related accrued interest – at the date of payment of the coupon following any decision to pay a dividend or interim dividend and before redemption of the TDIRA. When payment is deferred, identifi ed interest and/ or capitalized interest is recognized as accrued interest and included in the “TDIRA” line under liabilities. In 2009, France Telecom redeemed 31,455 TDIRA from the Bank Tranche and 69,292 TDIRA from the Supplier Tranche for a nominal amount of 1,420 million euros including 1,124 million euros in respect of the liability component. Taking into account redemptions made since their issue, 129,635 TDIRA remain outstanding at December 31, 2009, including 111,905 for the Bank Tranche and 17,730 for the Supplier Tranche, for a nominal amount of 1,828 million euros. The TDIRA are classifi ed as hybrid instruments, with the following breakdown at December 31, 2009: ■ a liability component of 1,632 million euros recognized at amortized cost; ■ an equity component before deferred taxes of 439 million euros. This component, calculated at inception, does not vary over the lifetime of the instrument, with the exception of redemptions. The difference between the total nominal amount of the TDIRA and the sum of the liability and equity components therefore equals the amortized cost adjustment on the liability component recognized since inception. 418 2009 REGISTRATION DOCUMENT / FRANCE TELECOM
financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 20 CONSOLIDATED STATEMENTS (in millions of euros) December 31, 2009 December 31, 2008 December 31, 2007 Number 129,635 230,382 275,019 Equity component, before deferred tax 439 780 931 Original liability component (a) 1,389 2,468 2,947 Nominal amount of TDIRA 1,828 3,248 3,878 Amortized cost adjustment, excluding accrued interest (b) 146 221 203 Accrued interest (c) 96 171 204 Total liability in statement of financial position (a) + (b) + (c) 1,631 2,860 3,354 Effective interest rate on the liability component 7.77% 7.51% 8.90% Paid interest 206 220 232 20 2009 REGISTRATION DOCUMENT / FRANCE TELECOM 419
Page 1:
egistration document France Telecom
Page 4 and 5:
2 2009 REGISTRATION DOCUMENT / FRAN
Page 6 and 7:
table of contents 8 9 10 11 12 13 1
Page 8 and 9:
nota This Registration Document ser
Page 10 and 11:
1 8 2009 REGISTRATION DOCUMENT / FR
Page 12 and 13:
2 10 2009 REGISTRATION DOCUMENT / F
Page 14 and 15:
3 CONSOLIDATED selected financial i
Page 16 and 17:
4 risk factors In addition to the o
Page 18 and 19:
4 OPERATIONAL risk factors RISKS In
Page 20 and 21:
4 OPERATIONAL risk factors RISKS Fi
Page 22 and 23:
4 LEGAL risk factors RISKS frequent
Page 24 and 25:
4 FINANCIAL risk factors RISKS Cred
Page 26 and 27:
4 FINANCIAL risk factors RISKS Equi
Page 28 and 29:
5 INVESTMENTS information about the
Page 30 and 31:
6 THE overview of the group’s bus
Page 32 and 33:
6 THE overview of the group’s bus
Page 34 and 35:
6 FRANCE overview of the group’s
Page 36 and 37:
6 OVERVIEW overview of the group’
Page 38 and 39:
Page 40 and 41:
Page 42 and 43:
Page 44 and 45:
Page 46 and 47:
Page 48 and 49:
Page 50 and 51:
Page 52 and 53:
Page 54 and 55:
Page 56 and 57:
Page 58 and 59:
Page 60 and 61:
Page 62 and 63:
Page 64 and 65:
Page 66 and 67:
Page 68 and 69:
Page 70 and 71:
Page 72 and 73:
Page 74 and 75:
Page 76 and 77:
Page 78 and 79:
Page 80 and 81:
Page 82 and 83:
Page 84 and 85:
Page 86 and 87:
6 OVERVIEW overview of the Group’
Page 88 and 89:
Page 90 and 91:
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
6 ENVIRONMENTAL overview of the Gro
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
6 REGULATIONS overview of the Group
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
6 INSURANCE overview of the Group
Page 178 and 179:
7 176 2009 REGISTRATION DOCUMENT /
Page 180 and 181:
8 NETWORKS property, plant and equi
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196 and 197:
Page 198 and 199:
Page 200 and 201:
9 ANALYSIS analysis of the financia
Page 202 and 203:
Page 204 and 205:
Page 206 and 207:
Page 208 and 209:
Page 210 and 211:
Page 212 and 213:
Page 214 and 215:
Page 216 and 217:
Page 218 and 219:
Page 220 and 221:
Page 222 and 223:
Page 224 and 225:
Page 226 and 227:
Page 228 and 229:
Page 230 and 231:
Page 232 and 233:
Page 234 and 235:
Page 236 and 237:
Page 238 and 239:
Page 240 and 241:
Page 242 and 243:
Page 244 and 245:
Page 246 and 247:
Page 248 and 249:
Page 250 and 251:
Page 252 and 253:
Page 254 and 255:
Page 256 and 257:
Page 258 and 259:
Page 260 and 261:
Page 262 and 263:
Page 264 and 265:
Page 266 and 267:
Page 268 and 269:
Page 270 and 271:
Page 272 and 273:
Page 274 and 275:
Page 276 and 277:
Page 278 and 279:
11 innovation, research and develop
Page 280 and 281:
Page 282 and 283:
Page 284 and 285:
Page 286 and 287:
14 ORGANIZATION administrative and
Page 288 and 289:
Page 290 and 291:
Page 292 and 293:
Page 294 and 295:
Page 296 and 297:
Page 298 and 299:
Page 300 and 301:
14 STRUCTURE administrative and man
Page 302 and 303:
Page 304 and 305:
Page 306 and 307:
14 INTERNAL administrative and mana
Page 308 and 309:
Page 310 and 311:
Page 312 and 313:
14 REPORT administrative and manage
Page 314 and 315:
15 RULES compensation and benefits
Page 316 and 317:
15 TOTAL compensation and benefits
Page 318 and 319:
15 COMPENSATION compensation and be
Page 320 and 321:
Page 322 and 323:
17 WORKFORCE employees TRENDS The i
Page 324 and 325:
17 WORKFORCE employees TRENDS Priva
Page 326 and 327:
17 ORGANIZATION employees OF WORKIN
Page 328 and 329:
17 employees COMPENSATION Z COMPENS
Page 330 and 331:
17 employees COMPENSATION Option pl
Page 332 and 333:
17 LABOUR employees RELATIONS Stock
Page 334 and 335:
employees 17 TRAINING The preventio
Page 336 and 337:
17 employees OUTSOURCING The amount
Page 338 and 339:
Page 340 and 341:
18 DISTRIBUTION major shareholders
Page 342 and 343:
18 340 2009 REGISTATION DOCUMENT /
Page 344 and 345:
Page 346 and 347:
20 CONSOLIDATED financial informati
Page 348 and 349:
Page 350 and 351:
Page 352 and 353:
Page 354 and 355:
Page 356 and 357:
Page 358 and 359:
Page 360 and 361:
Page 362 and 363:
Page 364 and 365:
Page 366 and 367:
Page 368 and 369:
Page 370 and 371: 20 CONSOLIDATED financial informati
Page 470 and 471:
Page 472 and 473:
Page 474 and 475:
20 NON financial information concer
Page 476 and 477:
20 NON financial information concer
Page 478 and 479:
20 NOTES financial information conc
Page 480 and 481:
Page 482 and 483:
Page 484 and 485:
Page 486 and 487:
Page 488 and 489:
Page 490 and 491:
Page 492 and 493:
Page 494 and 495:
Page 496 and 497:
Page 498 and 499:
Page 500 and 501:
Page 502 and 503:
Page 504 and 505:
Page 506 and 507:
Page 508 and 509:
Page 510 and 511:
Page 512 and 513:
Page 514 and 515:
Page 516 and 517:
Page 518 and 519:
Page 520 and 521:
20 DIVIDEND financial information c
Page 522 and 523:
Page 524 and 525:
21 SHARE additional information CAP
Page 526 and 527:
21 MEMORANDUM additional informatio
Page 528 and 529:
21 MEMORANDUM additional informatio
Page 530 and 531:
Page 532 and 533:
Page 534 and 535:
Page 536 and 537:
Page 538 and 539:
Page 540 and 541:
26 DRAFT 2010 shareholders’ meeti
Page 542 and 543:
Page 544 and 545:
Page 546 and 547:
Page 548 and 549:
26 REPORT 2010 shareholders’ meet
Page 550 and 551:
Page 552 and 553:
Page 554 and 555:
Page 556 and 557:
Page 558 and 559:
26 STATUTORY 2010 shareholders’ m
Page 560 and 561:
Page 562 and 563:
Page 564 and 565:
Page 566 and 567:
Page 568 and 569:
egistration document appendices TEC
Page 570 and 571:
Page 572 and 573:
Page 574 and 575:
egistration document appendices FIN
Page 576 and 577:
egistration document appendices ANN
Page 578 and 579:
egistration document appendices COR
Page 580 and 581:
egistration document appendices COR
Page 582 and 583:
580 2009 REGISTRATION DOCUMENT / FR
Page 584:
France Telecom Group
show all

registration document France Telecom 2009 - Orange.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?