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2008 Annual Report on Form 20-F

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2008 Annual Report on Form 20-F 2008 ANNUAL REPORT ON FORM 20-F SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Ë REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Ë ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR Ë TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Ë SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-11130 (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Republic of France (Jurisdiction of incorporation or organization) 54, rue La Boétie 75008 Paris, France (Address of principal executive offices) Rémi Thomas Telephone Number 33 (1) 40 76 10 10 Facsimile Number 33 (1) 40 76 14 00 54, rue La Boétie 75008 Paris, France (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares, each representing New York Stock Exchange one ordinary share, nominal value €2 per share* * 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. 2,318 ,041 ,761 ordinary shares, nominal value €2 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Ë No Ë 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 Ë No Ë Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections. 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 Ë No Ë Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Ë Accelerated filer Ë Non-accelerated filer Ë 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 [X] 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 Ë Item 18 Ë 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 Ë No Ë Table of Contents Table 1 SELECTED FINANCIAL DATA 5 6 OPERATING AND FINANCIAL REVIEW 1.1 Condensed consolidated income statement AND PROSPECTS 47 and balance sheet data. 6 6.1 Overview of 2008 . .54 1.2 Exchange rate information . 7 6.2 Consolidated results of operations for the year ended December 31, 2008 compared to the year ended 2 ACTIVITY OVERVIEW 9 December 31, 2007 . .56 2.1 Carrier Segment. 9 6.3 Results of operations by business 2.2 Enterprise Segment. .10 segment for the year ended December 31, 2008 compared 2.3 Services Segment . .10 to the year ended December 31, 2007. .59 6.4 Consolidated results of operations 3 RISK FACTORS 11 for the year ended December 31, 2007 3.1 Risks relating to the business . .11 compared to the year ended December 31, 2006 . .62 3.2 Legal risks . .16 6.5 Results of operations by business segment 3.3 Risks relating to ownership of our ADSs . .17 for the year ended December 31, 2007 compared to the year ended 4 INFORMATION ABOUT THE GROUP 19 December 31, 2006 . .65 6.6 Liquidity and capital resources . .67 4.1 General . .19 6.7 Contractual obligations and off-balance sheet 4.2 History and development. .20 contingent commitments. .70 4.3 Structure of the principal companies consolidated in the Group as of 6.8 Outlook for 2009 . .74 December 31, 2008 . .24 6.9 Qualitative and quantitative disclosures about market risk . .75 4.4 Real estate and equipment . .25 6.10 Legal matters . .76 6.11 Research and Development – expenditures . .80 DESCRIPTION OF THE GROUP’S 5 ACTIVITIES 29 5.1 Business organization. .29 7 CORPORATE GOVERNANCE 83 5.2 Carrier Segment. .30 7.1 Governance code. .83 5.3 Enterprise Segment. .34 7.2 Management . .86 5.4 Services Segment . .35 7.3 Powers of the Board of Directors . .93 5.5 Marketing and distribution of our products . .36 7.4 Committees of the Board . .95 5.6 Competition . .36 7.5 Compensation . .98 5.7 Technology, Research and Development . .37 7.6 Statement of business principles and Code of ethics . 109 5.8 Intellectual Property . .38 7.7 Regulated agreements, commitments 5.9 Sources and availability of materials . .39 and related party transactions . 109 5.10 Seasonality . .39 7.8 Major Differences between our Corporate 39 5.11 Our activities in certain countries . Governance Practices and NYSE Requirements 111 39 5.12 Environmental matters. 7.9 Operating Rules of the Board of Directors. 111 5.13 Human Resources . .40 2 2008 ANNUAL REPORT ON FORM 20-F Table of Contents Table 8 INFORMATION 12 CONSOLIDATED FINANCIAL CONCERNING OUR CAPITAL 115 STATEMENTS AT DECEMBER 31, 2008 151 8.1 Share capital and voting rights . 115 Report of independent registered public 8.2 Diluted capital at December 31, 2008 . 115 accounting firms . 152 8.3 Delegations of authority and authorizations . 116 Consolidated income statements . 153 8.4 Use of authorizations . 117 Consolidated balance Sheets. 154 8.5 Changes in our capital over the last five years 118 Consolidated statements of cash flows. 155 8.6 Purchase of Alcatel-Lucent shares Consolidated statements of recognized income by the company. 119 and expense. 156 8.7 Outstanding Instruments giving right Consolidated statements of changes to shares . 120 in shareholders’ equity. 157 Notes to Consolidated Financial Statements. 158 9 STOCK EXCHANGE AND SHAREHOLDING 123 9.1 Listing . 123 9.2 Trading over the last five years. 124 9.3 Shareholder profile . 126 9.4 Breakdown of capital and voting rights . 126 9.5 Changes of shareholdings . 129 9.6 Shareholders’ General Meeting. 130 9.7 Trend of dividend per share over 5 years . 131 10 ADDITIONAL INFORMATION 133 10.1 Legal information . 133 10.2 Specific provisions of the by-laws and of law. 133 10.3 American Depositary Shares, taxation and certain other matters . 138 10.4 Documents on display . 142 11 CONTROLS AND PROCEDURES, STATUTORY AUDITORS’ FEES AND OTHER MATTERS 143 11.1 Controls and procedures . 143 11.2 Report of independent registered public accounting firms . 144 11.3 Statutory auditors . 145 11.4 Statutory auditors’ fees . 145 11.5 Audit Committee financial expert. 146 11.6 Code of Ethics. 147 11.7 Financial Statements. 147 11.8 Exhibits . 147 11.9 Cross-reference table between Form 20-F and this document. 148 2008 ANNUAL REPORT ON FORM 20-F 3 4 2008 ANNUAL REPORT ON FORM 20-F CONTENTS 1 SELECTED FINANCIAL DATA 1 2 3 4 Our consolidated financial statements have been prepared in accordance telecommunications services. In January 2007, the transportation and 5 with International Financial Reporting Standards (“IFRS”) as adopted by the security activities were contributed to Thales, and in April 2007, we European Union. IFRS, as adopted by the European Union, differs in certain completed the sale of our ownership interests in the two joint ventures 6 respects from the International Financial Reporting Standards issued by in the space sector. the International Accounting Standards Board. However, our consolidated As a result of the Lucent transaction, our 2006 consolidated financial financial statements presented in this document in accordance with IFRS 7 results include (i) 11 months of results of only historical Alcatel and (ii) one would be no different if we had applied International Financial Reporting month of results of the combined company. As a result of the Thales Standards issued by the International Accounting Standards Board. As transaction, our 2004, 2005 and 2006 financial results pertaining to the 8 permitted by U.S. securities laws, we no longer provide a reconciliation of businesses transferred to Thales are treated as discontinued operations. our net income and shareholders’ equity as reflected in our consolidated Further, our 2005 and 2006 financial results take into account the effect of financial statements that are prepared in accordance with IFRS, as adopted the change in accounting policies on employee benefits with retroactive 9 by the European Union and that are also in conformity with IFRS as issued effect from January 1, 2005 and our 2006 and 2007 financial results take by the International Accounting Standards Board, to U.S.
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