CONTENTS | 6 |
01. PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT | 9 |
1.1 PERSON RESPONSIBLE FOR THE 2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT | 9 |
1.2 REPORT OF THE PERSON IN CHARGE | 9 |
02. STATUTORY AUDITORS | 10 |
2.1 STANDING STATUTORY AUDITORS FOR THE 2018 FINANCIAL YEAR | 10 |
2.2 SUBSTITUTE STATUTORY AUDITORS FOR THE 2018 FINANCIAL YEAR | 10 |
03. SELECTED FINANCIAL INFORMATION | 11 |
3.1 2018 CONSOLIDATED ACCOUNTS | 12 |
3.2 FINANCIAL DEBT | 13 |
04. RISK MANAGEMENT AND CONTROL | 14 |
4.1 INTRODUCTION | 14 |
4 .2 RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM | 15 |
General presentation | 15 |
The internal control mechanism and management of risks relating to the development and handling of financial and accounting reports | 17 |
Group’s general insurance policy | 19 |
4.3 RISK FACTORS | 20 |
Strategic risks | 21 |
Risks related to the Group’s activities | 26 |
Management organisation risks | 28 |
Financial risk | 29 |
05. INFORMATION ON THE COMPANY | 33 |
5.1 INFORMATION | 33 |
5.2 HISTORY OF THE COMPANY | 34 |
5.3 CAPITAL EXPENDITURES | 37 |
Investments made by the group over the last three financial years | 37 |
Projected Aéroports de Paris’ investments programme between 2016 and 2020 | 38 |
Aéroports de Paris projected investment programme within the regulated scope between 2016 and 2020 | 39 |
Contractual commitments for fixed asset acquisition | 41 |
Investment programme proposed as part of the negotiations on the 2021-2025 Economic Regulation Agreement | 41 |
06. BUSINESS OVERVIEW | 44 |
6.1 PRESENTATION OF THE ACTIVITY | 44 |
Business Model | 44 |
General description | 45 |
The group’s strengths | 45 |
Strategy | 47 |
The group’s 2020 objectives | 49 |
6.2 OVERVIEW OF THE MARKET | 50 |
Airport operations | 50 |
Passenger traffic | 51 |
Cargo traffic | 54 |
Competition | 55 |
Factors of dependence | 56 |
6.3 DESCRIPTION OF THE PARISIAN AIRPORTS OWNED OR OPERATED BY GROUPE ADP | 57 |
Paris-Charles de Gaulle | 58 |
Paris-Le Bourget | 67 |
Civil airfields for general aviation | 68 |
6.4 DESCRIPTION OF ACTIVITIES BY SEGMENT | 69 |
Aviation | 69 |
Retail and services | 76 |
Real Estate | 82 |
International and airport development | 88 |
Other activities | 96 |
Legal and regulatory environment | 97 |
07. ORGANISATION CHART | 101 |
7.1 SIMPLIFIED GROUP ORGANISATION CHART AS AT 31 DECEMBER 2018 | 101 |
08. REAL ESTATE ASSETS AND FACILITIES | 103 |
8.1 REAL ESTATE ASSETS AND FACILITIES | 103 |
Fixed assets and movable assets owned or used by Aéroports de Paris | 103 |
Retrocession of a portion of gains that may be made from the closing | 104 |
8.2 ENVIRONMENTAL CONSTRAINTS | 104 |
09. REVIEW OF THE FINANCIAL POSITION AND INCOME | 105 |
9.1 KEY FIGURES | 106 |
9.2 ANALYSIS OF 2018 RESULTS | 106 |
Analysis of Groupe ADP 2018 income statement | 106 |
Analysis by segment | 109 |
9.3 HIGHLIGHTS OF THE 2018 FINANCIAL YEAR | 112 |
Change in passenger traffic | 112 |
Revision of 2018 forecasts | 113 |
Tariffs | 114 |
Appointments within Groupe ADP | 114 |
Groupe ADP acquires the exclusive control of Airport International Group, concessionary of Queen Alia International Airport in Amman, Jordan | 114 |
Dividend voted by the Annual General Meeting | 114 |
Appointment within Groupe ADP | 114 |
“ PACTE” draft bill containing provisions related to Groupe ADP | 114 |
TAV Airports | 115 |
2018 regulated ROCE | 115 |
€500 million 20-year new bond issue | 115 |
Dividend distribution | 115 |
10. EQUITY AND CASH FLOWS | 116 |
10.1 SHAREHOLDER EQUITY | 116 |
10.2 CASH FLOW | 116 |
Cash flows from operating activities | 117 |
Cash flow from investing activities | 117 |
Cash flow from financing activities | 117 |
10.3 FINANCIAL RISK MANAGEMENT | 118 |
10.4 GROUP COMMITMENTS | 118 |
Investment commitments | 118 |
Off-balance sheet commitments | 118 |
Employee benefit obligation | 118 |
11. RESEARCH AND DEVELOPMENT, TRADEMARKS PATENTS AND LICENCES | 119 |
11.1 RESEARCH AND DEVELOPMENT | 119 |
11.2 TRADEMARKS, PATENTS AND LICENCES | 119 |
12. INFORMATION CONCERNING TRENDS | 120 |
12.1 RECENT EVENTS | 120 |
The decision of the ISA not to approve the 2019 airport charges (11 January 2019) | 120 |
The decision of the ISA to approve the 2019 airport charges (6 February 2019) | 120 |
Groupe ADP contributes to the CDG Express project | 120 |
January February and March 2019 traffic figures | 121 |
2021-2025 Economic Regulation Agreement - Publication of the Public Consultation Document | 121 |
Transfer of commercial flights from Atatürk airport to the new Istanbul airport | 121 |
12.2 FORECASTS | 121 |
Dividend distribution policy | 121 |
13. PROFIT FORECASTS | 122 |
13.1 2016-2020 PERIOD GUIDANCES | 122 |
13.2 2019 GROUP FORECASTS | 123 |
13.3 STATUTORY AUDITORS’ REPORT ON THE PROFIT FORECASTS FOR THE YEAR ENDED DECEMBER 31, 2019 | 124 |
14. ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES | 125 |
14.1 BOARD OF DIRECTORS | 125 |
Composition of the Board of Directors on the date of filing of this Registration Document | 125 |
Summary presentation of the Board of Directors | 127 |
Proposal to appoint directors and non-voting Board members at the General Meeting of Shareholders of 20 May 2019 | 129 |
Executive Management | 129 |
14.2 PERSONAL INFORMATION CONCERNING MEMBERS BOARD OF DIRECTORS | 130 |
Family ties, convictions, bankruptcies, conflicts of interest and other information | 130 |
Conflicts of interest | 130 |
Arrangements or agreements regarding the appointment of members of the Board of Directors | 130 |
Restrictions concerning the sale of shares | 130 |
15. COMPENSATION AND BENEFITS OF CORPORATE OFFICERS | 131 |
15.1 CORPORATE OFFICER COMPENSATION | 131 |
2019 executive officer compensation policy | 131 |
Amount of compensation payable and paid to corporate officers during the 2018 year | 132 |
15.2 COMPENSATION PAID TO BOARD MEMBERS AND NON VOTING BOARD MEMBERS | 134 |
Compensation paid to directors | 134 |
Compensation paid to non-voting Board members | 134 |
15.3 SHARES IN THE COMPANY HELD BY THE DIRECTORS AND NON-VOTING MEMBERS OF THE BOARD | 135 |
15.4 COMPENSATION OF EXECUTIVE COMMITTEE MEMBERS | 135 |
16. FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES | 136 |
16.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES | 136 |
The Board of Directors | 136 |
Executive Management | 138 |
Executive Committee | 139 |
16.2 FUNCTIONING OF THE COMMITTEES LINKED TO THE BOARD OF DIRECTORS | 141 |
Audit and Risks Committee | 141 |
The Strategy and investment committee | 142 |
The remuneration, appointments and governance committee | 143 |
Ad-hoc committee – Terminal 4 project | 143 |
16.3 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE | 144 |
17. SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION | 145 |
17.1 AÉROPORTS DE PARIS CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY | 146 |
Stakeholder dialogue: materiality study on CSR challenges | 146 |
Sustainable development goals | 146 |
The fight against tax fraud | 146 |
Governance and ethics | 146 |
Measurement and ongoing improvement of performance: ratings and benchmarks | 149 |
17.2 SOCIAL INFORMATION | 149 |
Risk analysis and materiality study | 149 |
Policies and results | 149 |
Geographic distribution | 150 |
17.3 SOCIAL INDICATORS FOR THE GROUP | 157 |
17.4 ENVIRONMENTAL INFORMATION | 159 |
Environmental and energy policy 2016-2020 | 159 |
Fight against climate change | 160 |
Air quality | 161 |
Waste management and the circular economy | 162 |
Water and soil management | 163 |
Limiting noise and light pollution | 164 |
Protection of biodiversity | 164 |
Land development and sustainable construction | 165 |
Environmental indicators for the Group | 165 |
17.5 REGIONAL POLICY | 167 |
Neighbourhoods | 167 |
Economic development | 167 |
Sustainable purchasing | 168 |
Groupe ADP Corporate Foundation | 168 |
Measures for consumers | 169 |
17.6 METHODOLOGICAL NOTE ON SOCIAL, SOCIETAL AND ENVIRONMENTAL REPORTING | 169 |
Social reporting | 169 |
Environmental reporting | 170 |
Change in consolidation scope | 170 |
Reporting methodology | 170 |
Relevance and choice of indicators | 170 |
Methodological limitations and specificities | 170 |
Consolidation and internal control | 171 |
External controls | 171 |
Correlation table of extra-financial performance statement | 172 |
REPORT OF ONE OF THE STATUTORY AUDITORS , APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL STATEMENT PUBLISHED IN THE GROUP MANAGEMENT REPORT | 173 |
I. Report in accordance with Article L.225-102-1 of the French Commercial Code | 173 |
II. Reasonable assurance report on a selection of information disclosed in the Statement | 174 |
18. MAIN SHAREHOLDERS | 175 |
18.1 SHAREHOLDING OF THE COMPANY | 175 |
Breakdown of capital as of 31 December 2018 | 176 |
18.2 CHANGE IN THE CONTROL OF THE COMPANY | 177 |
Staff shareholder structure | 177 |
Double voting rights | 177 |
18.3 SHAREHOLDER AGREEMENT | 177 |
Alliance with Schiphol Group | 177 |
19. OPERATIONS WITH RELATED PARTIES | 179 |
19.1 RELATIONS WITH GOVERNMENT AUTHORITIES AND ADMINISTRATIVE AUTHORITIES | 179 |
Economic and financial supervision | 179 |
French Court of Auditors (Cour des comptes) | 179 |
General Inspectorate of Finance (Inspection Générale des Finances) | 179 |
French General Council for the Environment and Sustainable Development | 179 |
19.2 OPERATIONS WITH RELATED PARTIES | 180 |
20. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018 | 181 |
2 0.1 GROUPE ADP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2018 | 182 |
Key figures | 182 |
Glossary | 183 |
Consolidated Income Statement | 184 |
Consolidated Statement of Comprehensive Income | 185 |
Consolidated Statement of Financial Position | 186 |
Consolidated Statement of Cash flows | 187 |
Consolidated Statement of Changes in Equity | 188 |
Notes to the consolidated financial statements | 189 |
20.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 255 |
I. Opinion | 255 |
II. Justification of Assessments – Key Audit Matters | 255 |
III. Specifics verifications | 257 |
IV. Report on Other Legal and Regulatory Requirements | 257 |
V. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements | 257 |
VI. Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements | 257 |
20.3 COMPANY FINANCIAL STATEMENTS AND NOTES OF AÉROPORTS DE PARIS S.A. AT 31 DECEMBER, 2018 | 259 |
20.4 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS | 289 |
20.5 PRO FORMA FINANCIAL DATA | 292 |
20.6 INTERIM FINANCIAL DATA | 292 |
20.7 DIVIDEND DISTRIBUTION POLICY | 292 |
Amount of dividends distributed during the course of the last three financial years | 292 |
Dividend distribution policy | 292 |
Statute of limitation | 292 |
20.8 LEGAL AND ARBITRATION PROCEEDINGS | 292 |
JSC Investissements | 292 |
Terminal 2E | 293 |
Petitions relating to fees | 293 |
20.9 MATERIAL CHANGE IN FINANCIAL OR COMMERCIAL POSITION SINCE 31 DECEMBER 2018 | 293 |
21. ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND PROVISIONSOF THE ARTICLES OF ASSOCIATION | 294 |
21.1 INFORMATION ON THE SHARE CAPITAL | 294 |
Share capital | 294 |
Authorisation of share buybacks by Aéroports de Paris | 294 |
Non-capital securities | 296 |
Capital authorised but not issued | 296 |
21.2 PROVISIONS OF THE ARTICLES OF ASSOCIATION | 298 |
Corporate object | 298 |
Management bodies | 298 |
Rights attached to shares | 298 |
Modification of the share capital and rights attached to the shares | 298 |
General Meetings of Shareholders | 298 |
Provisions of Articles of Association resulting in the delaying, deferring or preventing a change in controlling interest | 299 |
Identification of shareholders | 299 |
Breaching of thresholds | 299 |
22. MATERIAL CONTRACTS | 300 |
23. INFORMATION FROM THIRD PARTIES, EXPERT STATEMENTS AND STATEMENTS OF INTEREST | 301 |
24. DOCUMENTS AVAILABLE TO THE PUBLIC | 302 |
25. INFORMATION ON ACQUISITIONS | 304 |
A1. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS | 305 |
A2. REPORT ON CORPORATE GOVERNANCE | 325 |
1. COMPENSATION | 325 |
2. GOVERNANCE | 329 |
3. ELEMENTS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER | 350 |
A3. ANNUAL FINANCIAL REPORT | 353 |