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Altarea

Annual / Quarterly Financial Statement Feb 27, 2024

1101_iss_2024-02-27_49e64c09-c614-43b6-8358-3f2cbfccb2e7.pdf

Annual / Quarterly Financial Statement

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ALTAREA

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

CONTENTS

2
NOTES –
CONSOLIDATED INCOME STATEMENT BY SEGMENT

3
OTHER INFORMATION ATTACHED TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1 FINANCIAL STATEMENTS 3
8
9

1 Financial statements

Consolidated balance sheet

(€ millions) Note 31/12/2023 31/12/2022
Non-current assets 4,865.2 5,100.0
Intangible assets 7.2 369.5 344.3
o/w Goodwill 235.8 214.7
o/w Brands 115.0 105.4
o/w Customer relationships 3.6 6.7
o/w Other intangible assets 15.1 17.4
Property plant and equipment
Right-of-use on tangible and intangible fixed assets
7.3 26.5
120.6
25.2
123.1
Investment properties 7.1 3,948.6 4,087.4
o/w Investment properties in operation at fair value 3,617.2 3,793.3
o/w Investment properties under development and under construction at cost 114.7 95.5
o/w Right-of use on Investment properties 216.7 198.6
Securities and investments in equity affiliates 4.5 327.1 491.7
Non-current financial assets 4.6 35.6 20.3
Deferred taxes assets 5.3 37.3 8.0
Current assets 3,471.9 3,987.7
Net inventories and work in progress 7.4 1,140.6 1,159.3
Contract assets 7.4 536.0 723.1
Trade and other receivables
Income credit
7.4 930.2
23.8
900.1
3.2
Current financial assets 4.6 25.8 81.4
Derivative financial instruments 8 101.7 160.6
Cash and cash equivalents 6.2 713.1 952.3
Assets held for sale 7.1 0.8 7.8
TOTAL ASSETS 8,337.1 9,087.7
Equity 3,219.6 3,959.5
Equity attributable to Altarea SCA shareholders 1,747.5 2,375.2
Share capital 6.1 316.9 311.4
Other paid-in capital 420.4 395.0
Reserves 1,483.2 1,342.0
Income associated with Altarea SCA shareholders (472.9) 326.8
Equity attributable to non-controlling interests in subsidiaries 1,472.1 1,584.4
Reserves associated with non-controlling interests in subsidiaries 1,284.2 1,263.2
Other equity components, Subordinated Perpetual Notes 223.5 223.5
Income associated with non-controlling interests in subsidiaries (35.7) 97.7
Non-current liabilities 2,375.6 2,612.0
Non-current borrowings and financial liabilities 6.2 2,254.8 2,454.8
o/w Participating loans and advances from associates 60.4 58.2
o/w Bond issues 1,128.7 1,385.2
o/w Borrowings from credit establishments
o/w Negotiable European Medium-Term Note
726.5
-
612.8
70.0
o/w Lease liabilities 126.3 132.2
o/w Contractual fees on investment properties 212.9 196.4
Long-term provisions 6.3 68.7 35.5
Deposits and security interests received 44.6 39.3
Deferred tax liability 5.3 7.5 82.4
Current liabilities 2,742.0 2,516.1
Current borrowings and financial liabilities 6.2 637.7 547.4
o/w Bond issues 275.5 22.0
o/w Borrowings from credit establishments 89.6 90.9
o/w Negotiable European Commercial Paper 92.2 302.0
o/w Bank overdrafts
o/w Advances from Group shareholders and partners
47.7
108.7
24.2
89.1
o/w Lease liabilities 19.6 16.6
o/w Contractual fees on investment properties 4.4 2.6
Derivative financial instruments 8 32.0 0.0
Contract liabilities 7.4 257.0 351.4
Trade and other payables 7.4 1,814.7 1,611.1
Tax due 0.6 6.2
TOTAL LIABILITIES 8,337.1 9,087.7

Statement of consolidated comprehensive income

(€ millions) Note 31/12/2023 31/12/2022
Rental income 231.8 210.2
Property expenses (6.5) (3.6)
Unrecoverable rental expenses (10.3) (10.4)
Expenses re-invoiced to tenants 63.8 58.8
Rental expenses (74.0) (69.3)
Other expenses 0.7 (0.3)
Net charge to provisions for current assets (11.0) (2.3)
Net rental income 5.1 204.8 193.7
Revenue 2,418.5 2,748.6
Cost of sales (2,253.2) 2,418.6
Other income
Net charge to provisions for current assets
(89.3)
(242.6)
(104.2)
(34.2)
Amortisation of customer relationships (5.9) (1.5)
Net property income 5.1 (172.6) 190.1
External services 62.0 54.4
Own work capitalised and production held in inventory 154.4 242.1
Personnel costs (241.2) (271.1)
Other overhead expenses (91.8) (78.3)
Depreciation expenses on operating assets (30.6) (29.0)
Net overhead expenses (147.1) (81.9)
Other income and expenses (8.1) (6.7)
Depreciation expenses (1.3) (0.1)
Transaction costs (1.9) (14.5)
Others (11.3) (21.3)
Proceeds from disposal of investment assets (2.9) 76.5
Carrying amount of assets sold (0.8) (74.2)
Net gain/(loss) on disposal of investment assets
Change in value of investment properties
7.1 (3.7)
(189.8)
2.3
45.8
Net impairment losses on investment properties measured at cost (0.6) (18.7)
Net impairment losses on other non-current assets (54.6) 0.2
Net charge to provisions for risks and contingencies (31.9) 0.3
Impairment of goodwill (0.6) -
OPERATING INCOME BEFORE THE SHARE OF NET INCOME OF EQUITY AFFILIATES (407.3) 310.4
Share in earnings of equity affiliates 4.5 (68.8) 71.0
OPERATING INCOME AFTER THE SHARE OF NET INCOME OF EQUITY AFFILIATES (476.0) 381.4
Net borrowing costs 5.2 (38.2) (23.8)
Financial expenses (78.1) (41.4)
Financial income 39.9 17.5
Other financial results 5.2 (33.5) (26.3)
Discounting of payables and receivables 0.4 -
Change in value and income from disposal of financial instruments 5.2 (72.8) 123.0
Net gain/(loss) on disposal of investments (2.8) 38.5
Profit before tax (622.9) 492.8
Corporate income tax
NET INCOME
5.3 114.4
(508.6)
(68.3)
424.5
o/w Attributable to shareholders of Altarea SCA (472.9) 326.8
o/w Attributable to non-controlling interests in subsidiaries (35.7) 97.7
Average number of non-diluted shares 20,420,155 20,158,331
Net earnings per share attributable to shareholders of Altarea SCA (€) 5.4 (23.16) 16.21
Diluted average number of shares 20,949,836 20,649,592
Diluted net earnings per share attributable to shareholders of Altarea SCA (€) 5.4 (22.57) 15.83

Other comprehensive income

(€ millions) 31/12/2023 31/12/2022
NET INCOME (508.6) 424.5
Actuarial differences on defined-benefit pension plans 1.1 3.0
o/w Taxes (0.3) (0.8)
Subtotal of comprehensive income items that may not be reclassified to profit 1.1 3.0
OTHER COMPREHENSIVE INCOME 1.1 3.0
CONSOLIDATED COMPREHENSIVE INCOME (507.5) 427.5
o/w Net comprehensive income attributable to Altarea SCA shareholders (471.8) 329.8
o/w Net comprehensive income attributable to non-controlling interests in subsidiaries (35.7) 97.7

Consolidated cash flows statement

(€ millions) Note 31/12/2023 31/12/2022
Cash flow from operating activities
Total consolidated net income (508.6) 424.5
Elimination of income tax expense (income) 5.3 (114.4) 68.3
Elimination of net interest expense (income) and dividends 5.2 71.6 50.0
Net income before tax and before net interest expense (income) (551.3) 542.8
Elimination of share in earnings of equity-method affiliates 4.5 68.8 (71.0)
Elimination of depreciation and impairment 126.4 31.4
Elimination of value adjustments 7.1 / 5.2 262.9 (150.2)
Elimination of net gains/(losses) on disposals(a) 6.6 (40.3)
Estimated income and expenses associated with share-based payments 6.1 21.6 25.1
Net cash flow (65.0) 337.7
Tax paid (25.6) (34.6)
Impact of change in operational working capital requirement (WCR) 7.4 421.2 (106.3)
CASH FLOW FROM OPERATIONS 330.5 196.7
Cash flow from investment activities
Net acquisitions of assets and capitalised expenditures 7.1 (38.2) (42.9)
Gross investments in equity affiliates 4.5 (127.5) (97.9)
Acquisitions of consolidated companies, net of cash acquired 4.3 3.1 (3.7)
Other changes in Group structure 0.2 6.1
Increase in loans and advances (29.0) (13.8)
Sale of non-current assets and reimbursement of advances and down payments(a) (2.3) 58.7
Disposals of equity affiliates 4.5 60.5 80.5
Disposals of consolidated companies, net of cash transferred (0.0) 113.3
Reduction in loans and other financial investments 22.7 64.4
Net change in investments and derivative financial instruments 5.2 67.1 (92.7)
Dividends received 46.4 34.7
Interest income on loans 45.6 23.4
CASH FLOW FROM INVESTMENT ACTIVITIES 48.6 130.0
Cash flow from financing activities
Capital increase(b) 34.3 9.3
Share of non-controlling interests in the capital increase of subsidiaries(c) - 140.2
Dividends paid to Altarea SCA shareholders 6.1 (206.0) (199.8)
Dividends paid to minority shareholders of subsidiaries (71.4) (23.2)
Issuance of borrowings and other financial liabilities 6.2 408.2 430.3
Repayment of borrowings and other financial liabilities 6.2 (677.3) 1,254.3
Repayment of lease liabilities 6.2 (19.3) (19.9)
Net sales (purchases) of treasury shares 6.1 (5.5) (26.3)
Net change in security deposits and guarantees received 5.2 0.9
Interest paid on financial debts (110.0) (67.7)
CASH FLOW FROM FINANCING ACTIVITIES (641.8) 1,010.6
CHANGE IN CASH BALANCE (262.7) (683.9)
Cash balance at the beginning of the year 6.2 928.1 1,612.0
Cash and cash equivalents 952.3 1,625.5
Bank overdrafts (24.2) (13.6)
Cash balance at period-end 6.2 665.4 928.1
Cash and cash equivalents 713.1 952.3
Bank overdrafts (47.7) (24.2)

(a) Proceeds on disposals included in the calculation of net cash flow are presented net of transaction costs. Likewise, disposals of property assets are presented net of transaction costs in the cash flow from investment activities.

(b) See Changes in consolidated equity.

(c) In 2022, the Crédit Agricole Assurance group also bought into several stations via a reserved capital increase and sale of shares.

Changes in consolidated equity

(€ millions) Share
capital
Other
paid-in
capital
Elimination
of treasury
shares
Reserves
and
retained
earnings
Equity
attributable to
Altarea SCA
shareholders
Equity
attributable to
non-controlling
interests in
subsidiaries
Equity
As of 1 January 2022 310.1 513.9 (33.8) 1,446.0 2,236.2 1,307.4 3,543.6
Net Income - - - 326.8 326.8 97.7 424.5
Actuarial difference relating to pension obligations - - - 3.0 3.0 0.0 3.0
Comprehensive income - - - 97.7 427.5
Dividend distribution - (126.9) - (72.9) (199.8) (33.0) (232.8)
Capital increase 1.3 8.0 - (0.0) 9.3 0.1 9.4
Subordinated Perpetual Notes - - - - - - -
Measurement of share-based payments - - - 18.8 18.8 (0.0) 18.8
Elimination of treasury shares - - 3.3 (22.0) (18.7) - (18.7)
Transactions with shareholders 1.3 (118.9) 3.3 (76.0) (190.4) (32.9) (223.3)
Changes in ownership interests without taking or losing control of subsidiaries - - - (0.8) (0.8) 212.4(a) 211.6
Changes in ownership interests associated with taking or losing control of
subsidiaries
- - - - - - (0.0)
Others (0.0) - - 0.4 0.4 (0.3) 0.1
As of 31 December 2022 311.4 395.0 (30.5) 1,699.3 2,375.2 1,584.4 3,959.5
Net Income - - - (472.9) (472.9) (35.7) (508.6)
Actuarial difference relating to pension obligations - - - 0.9 0.9 0.0 0.9
Comprehensive income - - - (472.0) (472.0) (35.7) (507.7)
Dividend distribution - (3.3) - (202.7) (206.0) (75.3) (281.3)
Capital increase 5.5 28.7 - 0.0 34.3(b) 0.1 34.3
Subordinated Perpetual Notes - - - - - - -
Measurement of share-based payments - - - 16.0 16.0 (0.0) 16.0
Elimination of treasury shares - - 15.6 (15.7) (0.1) - (0.1)
Transactions with shareholders 5.5 25.4 15.6 (202.3) (155.8) (75.2) (231.0)
Changes in ownership interests without taking or losing control of subsidiaries - - - - - - -
Changes in ownership interests associated with taking or losing control of
subsidiaries
- - - 0.1 0.1 (1.4) (1.3)
Others - - - 0.0 0.0 (0.0) (0.0)
As of 31 December 2023 316.9 420.4 (14.9) 1,025.2 1,747.5 1,472.1 3,219.6

(a): Impact of the Crédit Agricole Assurance's buying into Montparnasse stations and several Italian stations, which resulted in an increase in the share of non-controlling interests of €212.2 million, including the capital increase reserved to non-controlling interests for €140.1 million.

(b): Capital increase related to the employee savings fund (FCPE) and scrip dividend option.

The notes constitute an integral part of the consolidated financial statements.

2 Notes – Consolidated income statement by segment

31/12/2023 31/12/2022
(€ millions) Funds from
operations
(FFO)
Changes in
value,
estimated
expenses
and
transaction
costs
Total Funds from
operations
(FFO)
Changes in
value,
estimated
expenses
and
transaction
costs
Total
Rental income 231.8 - 231.8 210.2 - 210.2
Other expenses (27.0) - (27.0) (16.6) - (16.6)
Net rental income 204.8 - 204.8 193.7 - 193.7
External services 25.0 - 25.0 31.3 - 31.3
Own work capitalised and production held in inventory 1.8 - 1.8 5.7 - 5.7
Operating expenses (42.0) (5.7) (47.7) (43.6) (5.3) (49.0)
Net overhead expenses (15.3) (5.7) (20.9) (6.7) (5.3) (12.0)
Share of equity-method affiliates 5.4 (19.2) (13.8) 5.6 0.3 5.9
Net depreciation, amortisation and provision - 1.2 1.2 - (0.5) (0.5)
Income/loss on sale of assets
Income/loss in the value of investment property
0.5
-
(3.7)
(190.4)
(3.2)
(190.4)
-
-
1.0
27.5
1.0
27.5
Transaction costs - - - - 0.6 0.6
OPERATING INCOME - RETAIL 195.5 (217.7) (22.3) 192.6 23.5 216.1
Revenue 2,218.1 - 2,218.1 2,458.5 - 2,458.5
Cost of sales and other expenses (2,093.3) (300.2) (2,393.6) (2,302.8) (1.5) (2,304.3)
Net property income 124.8 (300.2) (175.4) 155.7 (1.5) 154.2
External services 29.0 - 29.0 11.1 - 11.1
Production held in inventory 142.0 - 142.0 221.0 - 221.0
Operating expenses (238.9) (19.8) (258.7) (245.4) (19.9) (265.3)
Net overhead expenses (67.9) (19.8) (87.7) (13.3) (19.9) (33.1)
Share of equity-method affiliates (0.0) (3.7) (3.7) 9.2 (1.0) 8.2
Net depreciation, amortisation and provision
Transaction costs
-
-
(63.2)
(0.0)
(63.2)
(0.0)
-
-
(19.1)
(0.5)
(19.1)
(0.5)
OPERATING INCOME - RESIDENTIAL 56.8 (386.9) (330.1) 151.6 (42.0) 109.7
Revenue 196.0 - 196.0 290.0 - 290.0
Cost of sales and other expenses (175.4) (17.9) (193.3) (252.9) - (252.9)
Net property income 20.6 (17.9) 2.7 37.2 - 37.2
External services 8.0 - 8.0 11.9 - 11.9
Production held in inventory 10.8 - 10.8 15.4 - 15.4
Operating expenses (20.0) (3.6) (23.6) (32.0) (5.2) (37.2)
Net overhead expenses (1.2) (3.6) (4.8) (4.7) (5.2) (9.9)
Share of equity-method affiliates (8.9) (42.0) (50.9) 77.9 7.7 85.6
Net depreciation, amortisation and provision - (47.3) (47.3) - (1.0) (1.0)
Income/loss in the value of investment property
Transaction costs
-
-
-
-
-
-
-
-
(0.3)
-
(0.3)
-
OPERATING INCOME - BUSINESS PROPERTY 10.5 (110.8) (100.3) 110.4 1.2 111.6
New businesses (10.4) (0.3) (10.7) (1.5) (0.2) (1.7)
Others (Corporate) (4.3) (8.4) (12.7) (6.8) (18.7) (25.5)
OPERATING INCOME 248.1 (724.1) (476.0) 446.3 (36.1) 410.1
Net borrowing costs (33.0) (5.1) (38.2) (34.3) 10.5 (23.8)
Other financial results (30.8) (2.8) (33.5) (26.1) (0.2) (26.3)
Discounting of payables and receivables - 0.4 0.4 - - -
Change in value and income from disposal of financial instruments - (72.8) (72.8) - 123.0 123.0
Net gain/(loss) on disposal of investments
PROFIT BEFORE TAX
-
184.3
(2.8)
(807.2)
(2.8)
(622.9)
-
385.8
9.8
107.0
9.8
492.8
Corporate income tax 0.1 114.3 114.4 (35.2) (33.1) (68.3)
NET INCOME 184.4 (692.9) (508.6) 350.6 73.9 424.5
Non-controlling interests (83.1) 118.8 35.7 (75.2) (22.5) (97.7)
NET INCOME, GROUP SHARE 101.2 (574.1) (472.9) 275.4 51.4 326.8
Diluted average number of shares 20,949,836 20,949,836 20,949,836 20,649,592 20,649,592 20,649,592
NET EARNING PER SHARE (€/SHARE), GROUP SHARE 4.83 (27.41) (22.57) 13.34 2.49 15.83

In accordance with the principles described in note 2.3.22 "Operating Segments" of the accounting principles and in line with internal reporting, certain expenses, deemed exceptional due to their nature and amount, have been reclassified under the column "Changes in values, calculated charges, transaction fees (VV)." These expenses are detailed in note 4.1 « Significant Events ».

Note 1 Company information 10
Note 2 Accounting principles and methods 10
2.1 The Company's accounting framework and presentation of the financial statements10
2.2 Main estimations and judgements 11
Note 3 Information on operating segments 23
3.1 Balance sheet items by operating segment23
3.2 Consolidated income statement by operating segment 23
3.3 Reconciliation of the statement of consolidated comprehensive income and of the consolidated income statement
by segment24
3.4 Revenue by geographical region and operating segment 25
Note 4 Major events and changes in the scope of consolidation 26
4.1 Major events26
4.2 Scope of consolidation 28
4.3 Changes in consolidation scope30
4.4 Business combinations 30
4.5 Securities and investments in equity affiliates 31
4.6 Current and non-current financial assets32
Note 5 Net income 33
5.1 Operating income33
5.2 Cost of net financial debt and other financial items 33
5.3 Corporate income tax34
5.4 Earnings per share35
Note 6 Liabilities 36
6.1 Equity36
6.2 Net financial debt and guarantees38
6.3 Provisions 39
Note 7 Assets and impairment tests 41
7.1 Investment properties41
7.2 Goodwill and other intangible assets43
7.3 Right-of-use on tangible and intangible fixed assets 43
7.4 Operational working capital requirement 44
Note 8 Management of financial risks 47
8.1 Carrying amount of financial instruments by category 47
8.2 Interest rate risk 48
8.3 Liquidity risk 50
Note 9 Related party transactions 51
Note 10 Group commitments and contingent liabilities 53
10.1 Off-balance sheet commitments53
10.2 Contingent liabilities 54
Note 11 Post-closing events 54
Note 12 Appointment of statutory auditors 55

NOTE 1 COMPANY INFORMATION

Altarea is a Société en Commandite par Actions (a French partnership limited by shares), the shares of which are traded on the Euronext Paris regulated market, Compartment A. The registered office is located at 87 rue de Richelieu in Paris (France).

Altarea chose the SIIC corporate form (Société d'Investissement Immobilier Cotée) as of 1 January 2005.

As both a developer and investor, the Group is present in the three main real estate markets (Retail, Residential and Business property), making it the leader in major mixed-use urban renewal projects in France. The Group has the required expertise in each sector to design, develop, market, manage and exploit made-to-measure property products.

The Altarea Group operates mainly in France, Italy and Spain.

Altarea controls the company Altareit, whose shares are admitted to trading on the regulated market Euronext Paris, Compartment A.

Altarea controls the company NR21, whose shares are admitted to trading on the regulated market Euronext Paris, Compartment C.

The consolidated financial statements for the year ended 31 December 2023 were approved by the Management on 27 February 2024 having been examined by the Audit Committee and the Supervisory Board.

NOTE 2 ACCOUNTING PRINCIPLES AND METHODS

2.1 The Company's accounting framework and presentation of the financial statements

2.1.1 Accounting standards

The accounting principles used in the preparation of the consolidated financial statements for the year are compliant with the IASB's (International Accounting Standards Board) IFRS standards and interpretations as adopted by the European Union as at 31 December 2023 and available on the website of the European Commission.

The accounting principles adopted on 31 December 2023 are the same as those used for the consolidated fifinancial statements at 31 December 2022, with the exception of changes to the standards and interpretations adopted by the European Union applicable at 1 January 2023.

Accounting standards, interpretations and amendments applicable as from the financial year beginning on 1 January 2023:

• IFRS 17 - Insurance contracts (replacing IFRS 4) and amendments to IFRS 17 - Initial application of IFRS 17 and IFRS 9, Comparative Information.

IFRS 17 and its amendments are not applicable to the Group;

• Amendments to IAS 1 – Disclosure of material accounting policy information;

  • Amendments to IAS 8 Definition of accounting estimates;
  • amendments to IAS 12 Deferred tax related to assets and liabilities arising from a single transaction;

These amendments have no significant impact on the Group.

• Amendments to IAS 12 - International Tax Reform - Pillar 2 Model Rules

The Altarea Group falls within the scope of application of the new GLOBE rules and the global minimum tax of 15% (Pillar 2) transposed, via a European Union directive (2022/2523) of 14 December 2022, into French law in the French General Tax Code by Article 33 of the Finance Act for 2024. These new rules came into force on 1 January 2024. Preparatory work is under way, in particular to define the legal scope of the new Pillar 2 rules and identify the necessary data points. The Group does not expect any significant impact.

Accounting standards and interpretations adopted early at 31 December 2023, whose application is mandatory for periods starting on or after 1 January 2024 or later:

None

Accounting standards and interpretations published and mandatory after 31 December 2023:

  • Amendment to IAS 1 Classification of liabilities as current or non-current. Non-current liabilities with covenants;
  • Amendments to IAS 7 and IFRS 7 Supplier finance arrangements;
  • Amendments to IFRS 16 Lease liability in a sale and leaseback.

These amendments are currently being analysed.

Other essential standards and interpretations adopted by the IASB approved in 2023 or not yet approved by the European Union:

• Amendments to IAS 21 - Effects of Changes in Foreign Exchange Rates.

In the absence of foreign currency transactions within the Group, this amendment will have no impact on the Group.

2.1.2 Other principles for presenting the financial statements

Altarea presents its financial statements and accompanying notes in millions of euros, to one decimal point.

Transactions eliminated in the consolidated financial statements

Balance sheet balances and income and expenses arising from intragroup transactions are eliminated when the consolidated financial statements are prepared.

Balance sheet classification

In accordance with IAS 1, the Company presents its assets and liabilities by distinguishing between current and noncurrent items.

Assets which must be realised, consumed or disposed of within the scope of the normal operating cycle or within 12 months following closure, are classed as "current assets", as well as the assets held with a view to disposal and cash or cash equivalents. All other assets are classified as "noncurrent assets".

Liabilities which have to be paid within the scope of the normal operating cycle or within 12 months following closure are classified as "current liabilities", as well as the share of provisions arising from the normal operating cycle of the activity concerned due in less than one year.

Deferred taxes are always shown as non-current assets or liabilities.

2.2 Main estimations and judgements

The preparation of the consolidated financial statements requires the use of estimates and assumptions by the Group's management to determine the value of certain assets and liabilities, and of certain income and expenses, as well as concerning the information given in the notes to the financial statements.

Management reviews its estimates and assumptions on a regular basis using its past experience and various other factors deemed reasonable in the circumstances.

The actual results may differ significantly from these estimates depending on changes in the various assumptions and performance conditions.

The accounting estimates made by the Group were made in the context of the real estate crisis. This crisis triggered by the rise in interest rates marks the end of a cycle that lasted nearly 15 years.

The main estimates made by the Group concerned the following measurements:

• measurement of investment properties (see Notes 2.3.5 "Investment properties" and 7.1 "Investment properties").

The methodologies used by the appraisers are identical to those used for the previous financial year and take into account changes in market data, in a complex and volatile economic environment marked by persistent inflation, rising interest rates, a continuing rise in raw materials prices and problems with supply.

Their reports make clear that the environment described above is a source of uncertainty for real estate investment markets.

  • measurement of trade receivables (see Notes 2.3.10 "Financial assets and liabilities" and 7.4.2 "Trade and other receivables");
  • measurement of net property income and services using the percentage-of-completion method (see Note 2.3.17 "Revenue and revenue-related expenses");
  • the valuation of inventories and work-in-progress (see notes 2.3.8 "Inventories" and 7.4.1 "Inventories and work-in-progress"),

Since June 2022, the rapid rise in interest rates combined with more restrictive policies by banks have radically undermined buyers' solvency. This crisis in demand exacerbated a pre-existing crisis of inflation in costs and regulations, creating the conditions for a major real estate crisis.

2023 saw intense operational activity in Property Development: accelerated sales to rundown the existing offer, drastic reduction in land acquisitions, in-depth review of the portfolio of options on land and balance sheet values.

An exhaustive review of the land bank led to the expensing of almost all research costs carried on the balance sheet and adjustments to the value of the land bank.

The Group has, taken into account the reliable information available to it at the date of preparation of the consolidated financial statements regarding the impacts of these situations reflecting its vision of the market.

• measurement of goodwill and brands (please see Note 2.3.7 "Monitoring the value of non-current assets (excluding financial assets and investment properties) and losses of value" and 7.2 "Goodwill and other intangible assets"),

In 2023, the Group reorganised its brand portfolio to strengthen their respective positioning.

And less significantly:

  • measurement of share-based payments (see Notes 2.3.12 "Share-based payments" and 6.1 "Equity"),
  • measurement of financial instruments (see Note 8 "Financial risk management").

In addition to the use of estimates, the Group's management has applied its judgement in the following cases:

  • measurement of rights of use, lease liabilities and contractual fees on investment property (see notes 2.3.18 "Leases", 7.3 "Right-of-use on tangible and intangible fixed assets" and 7.1 "Investment properties"),
  • measurement and use of deferred tax assets (see Notes 2.3.16 "Taxes" and 5.3 "Corporate income tax"),
  • measurement of provisions (see Notes 2.3.15 "Provisions and contingent liabilities" and 6.3 "Provisions"),
  • whether or not the criteria to identify an asset or group of assets as held for sale or whether an operation is intended to be discontinued in accordance with IFRS 5 (see Note 2.3.6 "Non-current assets held for sale and discontinued operations" and 7.1 "Investment properties").

The Group's financial statements also take into account, based on current knowledge and practices, the issues of climate change and sustainable development.

In the Retail business, the analysis of key indicators, through data collected on all our assets, is used to manage CSR performance and to define action plans aimed at achieving ambitious energy targets. These actions have been translated into precise operational measures integrated, at portfolio level, into shopping centres' work and renovation budgets and by appraisers into the value of the assets. Since 2011, investments in sites in the portfolio take account of issues related to climate change, with energy consumption targets that meet the requirements of the tertiary decree.

For the valuation exercise that led to the valuation of the investment properties at 31 December 2023, the Group provided the experts with information on energy consumption, Breeam in use certifications, exposure of the assets to climate risks and the presence of renewable energy production facilities at the various sites, all of which were taken into account in the valuations.

Based on their knowledge of the market, the independent valuers have not identified any evidence for 2023 (that sustainability criteria have had a significant impact on transaction prices). However, they are keeping a close eye on developments in the property market in this area. Therefore, at 31 December 2023, taking into account the effects of climate change had no significant impact on the judgements and main estimates required to prepare the financial statements.

In the Property Development business, the budgets used to determine the revenue per percentage-of-completion systematically include the costs related to the improvement of their energy performance in accordance with the regulations in force at the time of filing of the building permits (in particular RE2020).

Regarding the adaptation of constructions to climate change, in 2018, the Group commissioned a study to analyze the exposure of its activities to the effects of climate change, including one dedicated to real estate promotion of housing in France. Several risks were analyzed: Heatwaves, Droughts, Land movements, Floods, Intense precipitation, Storms, and Marine submersion for all regional locations. The conclusions of this study allowed each brand to take specific actions to secure and address the most systematic risks (heat, droughts, intense precipitation & floods, and Clay Shrink-Swell). The costs related to these actions are included in the operation budgets.

Additionally, the Group is also working on constructing buildings that are either more resource-efficient, adaptable, or flexible, or more easily dismantled to facilitate reuse and recycling. The associated costs are also integrated into the real estate margin of the operations.

In addition, all new financing arrangements put in place by the Group in 2023 include a Taxonomy alignment clause.

2.3 Accounting principles and methods of the Company

2.3.1 Equity investments of the Company and consolidation methods

For consolidation, the following standards apply:

  • IFRS 10 Consolidated financial statements
  • IFRS 11 Joint arrangements
  • IFRS 12 Disclosure of interests in other entities
  • IAS 28 Investments in associates and joint ventures

IFRS 10 defines control as follows: "An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee". The Company has power over an investee when it has existing substantive rights that give it the current ability to direct the relevant activities, defined as activities that significantly affect the investee's returns.

As the assessment of control in accordance with IFRS 10 requires a significant amount of judgement, the Company has developed a framework for analysing the governance of entities related to the Company, particularly when there are partnership situations governed by broad contractual arrangements including, where applicable, the shareholding structure, Articles of Association, shareholder pacts, purchase and sale agreements, the regulatory governance framework, etc. The facts and circumstances of each entity are also taken into account to assess the Company's ability to direct the relevant activities of these entities.

In this regard, within the limit of the protective rights granted to the JV partners,

  • Altablue and Aldeta, jointly held along with two other institutional partners, are considered to be controlled by the Group. These companies hold the CAP3000 shopping centre located near Nice.
  • Alta Crp Gennevilliers, Alta Crp La Valette, Alta Gramont, Toulouse Gramont, Bercy Village and Société d'Aménagement de la Gare de l'Est, jointly held with another institutional partner, are considered to be controlled by the Group.
  • the companies Alta Crp Aubergenville, Alta Crp Guipavas, Limoges Invest, Retail Park les Vignobles, Alta Crp Ruaudin, Centre Commercial de Thiais, TECI et Compagnie, Alta Pierrelaye, have been jointly held with an institutional partner and are still considered to be controlled by the Group
  • the companies Alta Montparnasse, and Altagares (holding companies for the shops in Paris-Montparnasse station and five stations in Italy, respectively) have been owned since the 1st quarter 2022 with an institutional partner and are still considered to be controlled by the Group.

In accordance with IFRS 10, ad hoc entities are consolidated when, in substance, the relation between the Company and the entity is such that the Company is considered to exercise control over the latter.

Controlled entities

Controlled subsidiaries are fully consolidated. All intragroup balances and transactions as well as income and expense from internal transactions and dividends are eliminated.

Any modification in the Company's interest in a subsidiary not resulting in a loss of control is recognised in equity. If the Company loses the control over a subsidiary, the assets and liabilities and equity of this former subsidiary are derecognised. Any gain or loss resulting from this loss of control is recognised in profit or loss. Any Interest retained in the former subsidiary is recognised at fair value on the date of loss of control according to the recognition method required under IFRS 11, IAS 28 or IFRS 9.

Entities subject to joint control

According to IFRS 11, companies are subject to joint control when important decisions about the relevant activities require the unanimous consent of the parties sharing control.

Joint control may be exercised through joint operation or a joint venture. According to IFRS 11, the joint operation is distinguished by the existence of directly held rights to certain assets and direct obligations for certain liabilities of the entity, whereas the joint venture confers a right to the entity's net assets. For joint operations, the Company records, in its accounts, the assets, liabilities, income and expenses relating to its interests in the joint operation. For joint ventures, the Company's interest in the entity's net assets is recognised according to the equity method described in IAS 28.

Investments in joint operations or joint ventures are presented in accordance with IFRS 12.

Entities subject to significant influence

In accordance with IAS 28, the equity method also applies to all associates in which the Company exercises a significant influence without possessing control, which is considered to exist when the percentage of voting rights held is greater than or equal to 20%. Each investment is analysed, regardless of the percentage of interest held, taking into account the facts and circumstances in order to determine if the Company has a significant influence, including, when appropriate, Articles of Association, shareholder pacts, commitments to buy and to sell, and other relevant matters.

According to the equity method, the Company's interest in the associate is initially recognised at the acquisition cost of its proportionate share of the investee's net assets, which is then increased or decreased to reflect changes subsequent to the acquisition. Goodwill arising on an associate, if unimpaired, is included in the carrying amount of the investment. The Group's proportionate share of the entity's profit or loss for the period is shown under the "Share in earnings of equity-method affiliates" line item in the income statement. These investments are presented in the balance sheet under "Securities and investments in equity-method affiliates and non-consolidated interests" with the corresponding investment-related receivables.

The financial statements of associates are prepared for the same accounting period as those for the parent company. If necessary, corrections are made to achieve consistency with the Group's accounting policies.

Investments in associates are presented in accordance with IFRS 12.

2.3.2 Business combinations and goodwill

Business combinations are accounted for in accordance with the acquisition method of IFRS 3 as amended: upon initial consolidation of an entity of which the Group has acquired control, the assets and liabilities as well as identifiable contingent liabilities are recognised at their fair value at the acquisition date. Intangible assets are specifically identified whenever they are separable from the acquired entity or result from legal or contractual rights. Therefore, when control of an entity is acquired, the difference between the acquisition cost and the acquirer's proportionate interest in the fair value of the entity's identifiable assets, liabilities and contingent liabilities at the acquisition date is classified as goodwill representing future economic benefits resulting from assets that are not individually identified and separately recognised. The acquisition cost is the amount of the consideration transferred including, where applicable, any price supplements at their fair value. Costs directly related to the acquisition are recorded as an expense for the period they were incurred.

Goodwill:

  • goodwill is recognised on the balance sheet and must be tested for impairment at least once a year,
  • negative goodwill is recognised directly in income.

The standard allows a period of 12 months from the acquisition date for final measurement of the acquisition; any adjustments and measurements made must reflect facts and circumstances that existed as of the acquisition date. As such, after the measurement period, any contingent consideration is recognised in net income for the year unless it is in the form of an equity instrument.

Acquisitions or disposals of securities in an entity that remains controlled before and after these transactions are now considered as transactions between shareholders recognised directly in equity: they have no effect on either goodwill or income. In the event of loss of control, the residual interest is measured at fair value and the gain or loss on disposal is recognised in the income statement.

On an exceptional basis, acquisitions of isolated assets carried out through the purchase of shares in a company, the sole purpose of which is to hold assets are recognised in accordance with IAS 40 – Investment Property, or IAS 2 – Inventories.

2.3.3 Intangible assets

The Group's intangible assets consist essentially of software, brands and customer relationships.

In accordance with IAS 38:

  • acquired or created software is recognised at cost and amortised over its useful life, which is generally between 1 and 5 years,
  • brands that meet the definition of intangible assets and were acquired separately or as a result of business combination are valued and their useful life estimated. Once they reach the end of this life they are amortised over its duration. If the useful life cannot be determined, they are tested for impairment where evidence of such impairment exists.
  • customer relationship assets, which result from the identification of intangible assets acquired from property developers, are subject to amortisation at the rate at which the acquired order backlog is filled or, for the portion relating to acquired purchase options or those that can be amortised on a straight-line basis (i.e. duration relative to the normative operating cycle of the

realization of a real estate program), at the rate at which development programmes are launched.

Other customer relationships (customer relationships on regular contracts, contractual relationships) can also be identified during business combinations and their value and estimated life are analysed on a case-by-case basis.

2.3.4 Property plant and equipment

Property, plant and equipment correspond primarily to general plant, transport equipment, office equipment and IT equipment. In accordance with IAS 16, these items are recognised at cost and depreciated over their useful life, estimated to be between 5 and 10 years. No other significant component of these assets has been identified.

2.3.5 Investment properties

According to IAS 40, investment properties are held to earn rentals or for capital appreciation or both.

The investment properties held by the Group are primarily shopping centres and, to a lesser extent, offices.

The Group's investment properties portfolio consists of properties in operation and properties under development or construction on a proprietary basis.

In accordance with IAS 40, the Group has opted for the fair value model. On that basis, investment properties are measured at fair value in accordance with IFRS 13 "Fair value measurement" whenever this can be reliably determined. Otherwise, they are recorded at cost and are tested for impairment at least once per year and where evidence of impairment exists.

The fair value of investment properties used by Management is based on the facts and circumstances taking into account their purpose. With this objective, Management uses external appraisals giving values inclusive of duties less duties corresponding to transfer taxes and expenses. These duties have been estimated at 6.9% in France (except in the Paris Region where they are set at 7.5%), 3.25% in Spain.

During the fiscal year, the Group launched a call for tenders for property appraisals. External appraisal of Group assets has therefore been entrusted to Cushman & Wakefield, CBRE and Jones Lang Lasalle (in France and Spain). Their term of office for the consolidated financial statements began on 30 June and will run for a period of four years. Assets in Italy have been appraised by Kroll since 2022.

All sites are visited by the appraisers first when assets enter the portfolio and subsequently every few years in rotation or when a specific event affecting an asset requires it.

The appraisers use two methods:

  • a method based on discounting projected cash flows over ten years, taking into account the resale value at the end of the period determined by capitalising net rental income. The appraisers have often preferred results obtained using this method,
  • a method based on capitalising net rental income: the appraiser applies a yield rate reflecting the characteristics of the site (area, competition, rental potential, etc.) to the rental income (comprising the guaranteed minimum rental, the variable rental and the market rental of the vacant units) restated for all the charges borne by the

owner. The second method is used to validate the results obtained from the first method.

Rental income takes into account:

  • the changes in rentals that should be applied on renewals (lease expiries, change of tenants, etc.),
  • the normative vacancy rate,
  • the impact of future rental gains resulting from the letting of vacant units,
  • the increase in rental income from stepped rents, and
  • a delinquency rate.

The valuation of investment properties at fair value is in line with the COB/AMF "Barthès de Ruyter working group" and complies fully with the instructions of the Appraisal Charter of Real Estate Valuation (Charte de l'Expertise en Évaluation Immobilière) updated in 2017. In addition, appraisers refer to the RICS Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors Red Book.

Investment properties at fair value

Investment properties in operation are systematically measured at fair value.

At 31 December 2023, an external appraisal was performed on all assets in operation.

Each time an exchange value exists for one of the Group's buildings, set in connection with a potential transaction between knowledgeable and willing parties in an arm's length transaction, the Company will use its own judgement to choose between this value and that of the appraiser.

Investment properties under construction (IPUC) have been included within the scope of IAS 40. They are measured at fair value in accordance with the IFRS 13 guide when the criteria predefined by the Company are met.

The Company believes that a property under construction can be reliably measured at fair value if most of the uncertainties affecting the determination of fair value have been lifted or if the project delivery date is in the near future.

All three of the following conditions must be met to ensure a reliable estimate of the fair value of a property under construction:

  • all administrative authorisations needed to carry out the development project have been obtained,
  • construction contracts have been signed and work has begun, and
  • the letting rate is high and allows for a reasonable assessment of the value creation attached to the property under construction.

Accordingly, investment properties under development and construction are measured either at cost or at fair value:

  • properties under development before land is purchased are measured at cost,
  • land which has not yet been built on is measured at cost,

• And properties under construction are measured at cost or at fair value in accordance with the above criteria; if the delivery date for a property is close to the closing date, the property is measured at fair value, unless otherwise estimated.

The fair value of properties under construction measured at fair value is determined on the basis of independent appraisals. The appraiser values the asset as if it were fully complete, taking account of market conditions at the date of valuation and the specific characteristics of the property. Expenses not yet incurred at the account closing date are deducted from this value.

The difference between the fair value of investment properties measured at fair value from one period to the next is recognised in the income statement under the heading "Change in value of investment properties".

Investment properties valued at cost

In addition to the acquisition price of the land, the costs incurred for the development and construction of properties are capitalised from the start of the programme, as of the development phase (prospecting, preparation: replying to tenders and pre-letting prior to the signing of preliminary property sales agreements; administrative phase: obtaining authorisations, if necessary with the signing of preliminary property purchase agreements), once there is reasonable assurance that administrative authorisations will be obtained.

These relate to capitalisable expenses, including initial marketing fees, internal Group fees, early termination fees, financial vacancy and interest expenses.

In accordance with IAS 23, interest expenses are treated by including borrowing costs directly attributable to the construction of qualifying assets in the cost of these assets. Interest expenses remain attributable to buildings under development and construction during the construction period of the asset if they meet the definition of "qualifying assets". Note that if there is a delay in starting construction or an unusually long construction period, management assesses whether to pause the capitalisation of interest expenses on a case-by-case basis.

For the investment properties recorded at cost, an impairment test is carried out at least once a year or as soon as there are signs of impairment.

Their projected value is determined on the basis of internal five-year business plans that are reviewed by management at regular intervals. The methods used are rental income capitalisation or discounted cash flow.

The recoverable amount of these assets, which are still recognised at cost, is assessed by comparison with the cost price on completion and with the calculate value of expected future cash flows for the Company. If the recoverable amount is lower than the cost price on completion, an impairment loss in the form of a provision for impairment is recognised in the income statement under "Impairment losses on investment properties measured at cost" and in the consolidated income statement by segment under "Income/loss on the value of investment property".

2.3.6 Non-current assets held for sale and discontinued operations

In accordance with IFRS 5, a non-current asset is classified as "held for sale" if its carrying amount is to be recovered primarily through a sale transaction rather than through ongoing use.

This is the case if the asset is available for immediate sale in its current state, subject only to the usual and customary conditions for the sale of such an asset, and if its sale is highly probable.

Indications of a high probability of sale include the existence of a plan by Group management to sell the asset and an active programme to find a buyer and close a sale within the following 12 months. The management assesses the situations. When at the closing date there is a preliminary sales agreement or a firm commitment, the property is systematically included in assets held for sale.

The asset is measured at the lower of their net carrying amount and their fair value. The agreed amount is reduced by the costs of disposal.

For an operation to be considered discontinued, the Company determines, according to the facts and circumstances, whether or not there exists a single and coordinated plan to dispose of a major line of business or geographical area of operations.

2.3.7 Remeasurement of non-current assets (other than financial assets and investment properties) and impairment losses

In accordance with IAS 36, depreciable property, plant and equipment and amortisable intangible assets are tested for impairment whenever an internal or external indication of impairment is detected.

Goodwill and other intangible assets with an indeterminate life (such as brands) are tested for impairment at least once a year or more frequently if internal or external events or circumstances indicate that their value may have declined.

Goodwill is tested for impairment at each cash-generating units (CGUs) or, where applicable, groups of CGUs. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

To carry out this test, the net carrying amount of the assets directly related or allocated to the CGUs or groups of CGUs, including intangible assets and goodwill, is compared with the recoverable amount of these same CGUs or groups of CGUs, defined as the higher of the fair value (sale price net of costs likely to be incurred to make the sale) and their value in use.

The value in use of the CGU or the grouping of several CGUs is determined using a multi-criteria method (which uses the higher of value in use and fair value) which is mainly based on the discounted cash flow method (DCF) supported by stock-market comparison and transaction multiple methods.

The basic principles of the DCF method are:

  • estimated cash flow (before tax) is derived from business plans generally covering five-year periods drawn up by Group management,
  • the discount rate is determined on the basis of weighted average cost of capital, and
  • terminal value is calculated as the sum to infinity of the discounted cash flows, which are determined on the basis of a normalised cash flow and a growth rate for the business line concerned. This assumed growth rate must be consistent with the growth potential of the markets in which the activity is conducted, as well as with the entity's competitive position in those markets.

The multiples approach via market comparables is based on determining a sample of comparable listed companies, for which a multiple is calculated and reapplied to those aggregates considered relevant.

The multiples approach via comparable transactions is based on selecting a panel of transactions in comparable companies and reapplying these to the aggregates considered relevant.

An impairment loss is recognised, if applicable, if the net carrying amount of the assets directly related to or attributable to the CGUs or groups of CGUs is higher than the recoverable amount of the CGU or group of CGUs and is written off in priority against goodwill (irreversible loss), then against other intangible assets and property, plant and equipment on a pro rata basis for their carrying amount (reversible loss).

Brands are tested individually. Their recoverable amount is determined using the royalty method. An impairment loss is recognised, if applicable, if the net book value of the brand is greater than its recoverable amount (reversible).

Sensitivity tables are created for all impairment tests carried out.

2.3.8 Inventories

Inventories relate to:

  • Programmes of property development projects (i) on behalf of third parties and (ii) to develop parts of shopping centres not intended to be held in the managed portfolio (hypermarket building shells, parking facilities, etc.), and
  • programmes where their nature or specific administrative situation prompts a decision to classify them as inventory (dealer's stock) or where a final decision to hold them in the portfolio has not been made.

In accordance with the clarification of IAS 23 (in 2019) for the financial year, the interest expenses which can be allocated to programmes are no longer incorporated into inventories connected with off-plan sales (VEFA) transactions or with property development contract (PDC) transactions. These inventories are in a position to be sold quickly and therefore no time is necessary for its development; the stored asset is therefore in saleable condition. Allocated interest expenses are recognised directly as expenses.

Inventories are carried at cost price, less the portion of the cost price recognised on a percentage-of-completion basis for off-plan sales or property development contract transactions. The cost price includes:

  • the acquisition cost of land,
  • construction costs (including roads and infrastructure work),
  • all technical and programme management fees, whether internal or external to the Group, and
  • related expenses associated directly with the construction programme.

Generally speaking, whenever the net realisable value of inventories and work in progress is less than the cost price, impairment losses are recognised.

2.3.9 Contract assets or liabilities

Further to the application of IFRS 15, the Group records a contract asset or liability in the statement of financial position in the context of the recording of contracts in the accounts on the percentage-of-completion method. The asset or liability corresponds to the amount generated by the ordinary activities based on off-plan sales or property development contracts, aggregated to date, for which the obligation to provide a service is fulfilled on a progressive basis, net of any client payments received to date. These are to a certain extent receivables not yet due, corresponding to any advances between collected calls for funds and the actual percentage of completion at the closing date. Within the statement of the financial position, the service is as follows:

  • "Contract assets", if the receivables calculated on percentage of completion are greater than collected calls for funds,
  • "Contract liabilities", if the receivables calculated on percentage of completion are less than collected calls for funds.

2.3.10 Financial assets and liabilities

The Group has chosen not to apply hedge accounting: the provisions of IAS 39 therefore apply in accordance with the transitional provisions of IFRS 9.

Application principles for IAS 32, IFRS 9 and IFRS 7 are as follows:

Measurement and recognition of financial assets and liabilities

  • Trade and other receivables are measured at face value less any allowances for impairment. In accordance with IFRS 9, with regard to impairment, the Group applies a model based on expected losses, (expected credit losses based on the useful life of the receivables, itself based on the experience of the Group's historic credit losses) to its trade receivables (mainly Retail business).
  • Receivables relating to participating interests in equity affiliates are classified in the balance sheet under "Securities and receivables on equity-method affiliates". For the Property Development transactions, receivables from companies accounted for by the equity method have a short collection period (in relation to the operating cycle of the Development). For Retail transactions, these

receivables have a longer maturity in relation to the holding period of the underlying asset.

  • Current financial assets mainly concern current account advances to minority shareholders of consolidated companies or deconsolidated companies. They are recognised at amortised cost. Non-current financial assets mainly concern securities not consolidated. They are recognised at fair value through profit or loss.
  • Equity instruments mainly comprise equity securities of non-consolidated companies. For the shares of listed companies, their fair value is determined on the basis of estimation including, where necessary, the market indicators on the closing date. They are recognised as at fair value through profit or loss if they are held for trading; optionally, they may also be recognised at fair value in non-recyclable other comprehensive income (changes in fair value are registered in a separate equity line item under "other comprehensive income"). For unlisted securities, if the fair value cannot be reliably determined at each closing, they remain in the balance sheet at their initial fair value, i.e. at purchase price increased by transaction costs, adjusted by any gains or losses of value determined by an analysis of the proportionate share of the equity held.

At each acquisition of equity securities, a similar analysis will be carried out to determine the Group's management intention.

  • Deposits and securities paid concern deposits paid on projects. They are the offsetting amount of security deposits paid into escrow accounts by shopping centre tenants (deposits and securities not discounted) and/or, guarantee deposits paid for buildings occupied by the Group.
  • Derivative financial instruments (assets and liabilities) are considered as being held for trading. They are measured at fair value. The change in fair value of derivatives is recognised in the income statement (Line "Change in value and income from disposal of financial instruments").
  • Cash as defined in IAS 7 includes liquid assets in bank current accounts and holdings in deposit accounts that are redeemable or tradable in the very short term (i.e. initial maturity of less than three months) and carry no significant risk of loss of value through fluctuations in interest rates. These deposits accounts are carried on the balance sheet at fair value. Their changes in the fair value are recognised in income, with a corresponding adjustment to cash. Cash must be available immediately for the needs of the Group or its subsidiaries.
  • All borrowings and interest-bearing liabilities are initially recognised at fair value, less directly attributable transaction costs. Thereafter, they are carried at amortised cost using the effective interest rate method (presented in the income statements, line "Net borrowing costs"). Initial effective interest rates are determined by an actuary. In the event of renegotiation of financial liability contracts recognised at amortised cost; a study is carried out on a case-by-case basis to determine whether the renegotiation leads to a substantial change in the financial liability and therefore its derecognition or, alternatively, the maintenance of the financial liability on

the balance sheet and the adjustment of its amortised cost through profit or loss.

Determination of the fair value of financial instruments (other than interest-bearing debt)

Financial assets and liabilities are initially recognised at the fair value of the price paid, including acquisition-related costs. After initial recognition, assets and liabilities are measured at fair value, estimated from the observable and unobservable inputs available.

For financial assets and liabilities such as OTC derivatives, swaps, caps, etc. that are traded on active markets (market composed of numerous transactions, continuously displayed and traded prices), fair value is estimated by an actuary using commonly accepted models and in compliance with guidance from IFRS 13 "Fair value measurement." A mathematical model is used to bring together calculation methods based on recognised financial theories. This takes into account the measurement of credit risk (or risk of default) of Altarea visà-vis its bank counterparties and the risk of its counterparties vis-à-vis Altarea (Credit Value Adjustment/Debit Value Adjustment). The Group applies the default probability calculation method used by the secondary market (according to estimated bond spreads of its counterparties).

Financial liabilities related to business combinations are measured at fair value at each reporting date based on the best estimate of the amounts to be paid discounted at the market rate.

The realisable value of financial instruments may differ from the fair value calculated at the closing date of each financial year.

2.3.11 Equity

Equity represents the residual value of assets, after liabilities have been deducted.

Issuance costs for equity securities including merger-related costs are deducted from the proceeds of the issue.

An instrument is an equity instrument if the instrument includes no contractual obligation to deliver cash or another financial asset, or to exchange assets or liabilities with another entity under conditions unfavourable to the issuer. On that basis, the Subordinated Perpetual Notes (TSDI) issued by Altarea SCA are equity instruments.

Own equity instruments that have been bought back (treasury shares) are deducted from equity. No gain or loss is recognised in income when own equity instruments of the Company are purchased, sold, issued or cancelled.

2.3.12 Share-based payments

Share-based payments are transactions based on the value of the securities of the issuing company: stock options, free share allocation rights and company savings plans (PEE).

These rights may be settled in equity instruments or cash: in the Group, all plans concerning Altarea shares must be settled in equity instruments.

In accordance with the provisions of IFRS 2, share-based payments to corporate officers or employees of Altarea (in compensation for their roles as corporate officers or employees of Altarea) or Group companies are accounted for

in the financial statements as follows: the fair value of the equity instrument awarded is recognised in the income statement as a personnel cost, with a corresponding increase in equity if the plan is to be settled in equity instruments, or in a liability if the plan is to be settled in cash.

This personnel cost representing the benefit granted (corresponding to the fair value of the services rendered by the employees in their role as employees) is valued by an actuary at the award date using the binomial Cox-Ross-Rubinstein mathematical model and the Monte Carlo method calculated on the basis of a turnover determined over the last three years. This model is adapted to suit plans that provide for a vesting period and a lock-up period. The expense is spread over the vesting period. Share grant plans and employee investment plans are measured on the basis of market value.

2.3.13 Earnings per share

Undiluted net income per share (in €)

Undiluted net income per share is calculated by dividing net income (Group share) by the weighted average number of ordinary shares in issue during the period.

Diluted net income per share (in €)

Diluted net income per share is calculated by dividing net income (Group share) by the weighted average number of ordinary shares in issue adjusted for the dilutive effects of the options during the period.

The dilutive effect is calculated according to the "share buyback" method. Under this method, the funds received from the exercise of options are assumed to be applied first to repurchasing own shares at the market price. The market price is taken to be the volume-weighted average of average monthly prices of Altarea shares. The theoretical number of shares repurchased at this market price is subtracted from the total number of shares produced by the exercise of options. The number calculated using this method is then added to the average number of shares in issue to produce the denominator.

Potential ordinary shares shall be treated as dilutive if the conversion in ordinary share implies a reduction in the result per share.

2.3.14 Employee benefits

In accordance with IAS 19 and amendments, employee benefits are recognised under "Personnel costs" in the income statement, with the exception of liability (or asset) revaluations recognised directly in equity and recorded in "Other comprehensive income".

Post-employment benefits

Benefits payable at retirement are paid to employees at the time of retirement based on length of service (capped according to the scales defined in the agreements applied by the Group) and their salary at retirement age. These benefits are part of the defined benefits plan, a plan to which the employer is formally or implicitly committed in an amount or a level of benefits and therefore bears the risk in the medium or long term.

A provision is recorded in the liabilities to cover all these pension commitments. It is regularly valued by independent actuaries according to the projected credit unit method and represents the probable present value of the vested rights taking into account salary increases until retirement, collective and Company agreements, the probability of retirement and the probability of survival.

The formula for the past service obligation can be broken down as follows:

Past service cost = (benefit rights acquired by the employee) X (probability that the entity will pay the benefits) X (discounting to present value) X (payroll tax coefficient) X (length of service to date/length of service at retirement).

The provision is recognised and spread over the last few years of service of the employee until they reach the cap, taking into account any intermediate levels that apply.

The main assumptions used for estimating the pension obligation are as follows:

  • discount rate: Rate of return on AA-rated corporate bonds (euro zone) with maturities of more than 10 years. The Group uses the Iboxx rate which stands at 3.40%,
  • Mortality table: Women's Table (TF) and Men's Table (TH) 2000-2002,
  • Reason for departure: depending on local laws and for France, voluntary retirement on the date of eligibility for full pension benefits,
  • Turnover: annual average turnover observed over the last 3 years, standing at between 4.75% and 7.40% depending on branch and age group,
  • Long-term salary adjustment rate (including inflation): 2.70%.

Actuarial gains and losses and valuation adjustments are recorded directly in equity under "other comprehensive income".

The amount of the obligation determined using this method is then reduced by the value of any assets held to cover it (not applicable in this case).

Other post-employment benefits

These benefits are offered under defined-contribution pension plans. As such, the Group has no obligation except to pay its share of contributions. The expense corresponding to contributions paid is recognised in the income statement as incurred.

Severance pay

Where applicable, payments for termination of an employment contract are provisioned on the basis of the collective agreement.

Short-term benefits

Short-term benefits include in particular an incentive agreement for employees to share in the profit recorded by their economic and social unit, signed by the service companies of the Group that are members of the economic and social unit, and the works council. Benefits also include an employee profit-sharing plan applicable to the profit of the

economic and social unit as required under French common law.

Short-term employee benefits including those arising from these profit-sharing plans are expensed as incurred.

2.3.15 Provisions and contingent liabilities

In accordance with IAS 37, a provision is recognised when an obligation to a third party will result in a likely outflow of resources without any equivalent benefits being received in consideration, and when the amount required to settle the obligation can be reliably estimated. The provision is maintained as long as the timing and amount of the outflow of resources are not known with precision.

In general, these provisions are not linked to the Group's normal operating cycle. Provisions are discounted when appropriate using a pre-tax yield on cost that reflects the risks specific to the liability.

Non-current provisions consist mainly of provisions arising from litigation between the Group and third parties or from rent guarantees.

Contingent liabilities correspond to:

  • a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or
  • a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or, because the amount of the obligation cannot be measured with sufficient reliability.

These contingent liabilities are not recognised on the balance sheet. A disclosure is made in the notes unless the amounts at stake can reasonably be expected to be small.

2.3.16 Corporate income tax

Following its decision to adopt the retail REIT tax status, the Group is subject to a specific tax regime:

  • a retail REIT sector comprising the Group companies that have elected to adopt retail REIT tax status and are therefore exempt from income tax on their ordinary profits and gains on disposal,
  • a taxable sector comprising those companies that cannot elect to adopt SIIC status.

Income taxes are recognised in accordance with IAS 12.

From the time that SIIC (retail REIT) tax status was adopted, deferred taxes are calculated for companies without such status and on the taxable profits of companies in the REIT sector. They are recognised on all timing differences between the carrying amounts of assets and liabilities and their values for tax purposes, and on tax loss carry forwards, using the liability method.

Deferred tax assets and liabilities are measured using the liability method at the tax rates expected to apply when the asset will be realised or the liability settled, on the basis of known tax rates at the closing date.

Since 31 December 2016, the Group has applied the gradual and programmed reduction in the rate in its consolidated financial statements in accordance with the Finance Act in force.

Deferred tax assets are reassessed at each closing date and are recognised where it is likely that future taxable profits will allow their recovery based on a business plan for tax purposes prepared by management for a reasonable period.

Deferred taxes in the balance sheet are presented in a net position at the level of each tax consolidation group, as either an asset or a liability in the consolidated balance sheet.

Taxes on items recognised directly in equity are also recognised in equity, not in the income statement.

2.3.17 Revenue and revenue-related expenses

Net rental income comprises: rental income and other net rental income less land expenses, non-recovered service charges, other charges and net allowances to provisions for impairment for bad debts.

Rental income includes gross rental income, including the effects of spreading stepped rents over the non-cancellable lease term, rent holidays and other benefits granted by contract to the lessee by the lessor, and notably reductions granted during the lease term.

In accordance with IFRS 16:

  • this rental income is recognised on a straight-line basis for the entire term of the lease. The Group therefore retains substantially all the risks and rewards incidental to ownership of its investment properties,
  • contingent rent amounts (stepped rents, rent holidays and other benefits granted to lessees) are recognised on a straight-line basis over the firm lease term, which is understood as the period during which the lessee has no right to cancel. These amounts therefore increase or reduce rental income for the period,
  • initial lease payments received as a lump sum by the lessor are analysed as additional rent. As such, entry fees are spread on a straight-line basis over the fixed term of the lease,
  • termination fees are charged to tenants when they terminate the lease before the end of the contract term. These fees are accounted for as part of the lease agreement that was terminated and are taken to income in the year they are recognised.

When the lessor terminates a lease before its term, the lessor pays a termination fee to the tenant in place.

If payment of an early termination fee enables performance of the asset to be enhanced (such as by replacing a tenant, increasing the rent and thereby the value of the asset), this expenditure may be capitalised. If not, this expenditure is expensed as incurred.

If an early termination fee is paid as part of major renovation or reconstruction work on a building that requires tenants to leave, this expenditure is capitalised and included in the cost price of the asset under development or redevelopment.

  • the reductions granted are of two types:
  • assistance granted in the context of renegotiations, without any consideration, is recognised as an exceptional rent reduction in rental income, and
  • assistance granted in the context of renegotiations, with modification of the contract (usually extensions of the lease term, etc.) are spread on a straight-line basis in accordance with IFRS 16 and deducted from rental income.

Land expenses correspond to the variable amounts of fees for temporary occupancy permits and construction leases. These variable amounts do not fall within the scope of IFRS 16.

Non-recovered rental expenses are expenses normally passed on to tenants (rental expenses, local taxes, etc.), but for which the owner is still liable due to their ceiling or the vacancy of rental floor areas.

Other expenses include the lessor's contributions to the centres' marketing, non-capitalised construction work not passed on to the tenants, rental management fees on certain leases.

Net property income is the difference between revenues and cost of sales, selling expenses and net allowances for impairment on bad debt and inventories.

It corresponds primarily to the net property income on the Residential and Business property sectors, plus the net property income on sales of projects related to the development business in the Retail sector.

For property development activities, the net property income is recognised in the Group's financial statements using the percentage-of-completion method.

All property development/off-plan sales and property development contract transactions are concerned by this method.

For these programmes, revenue from notarised sales is recognised, in accordance with IFRS 15 "Revenue from contracts with customers", in proportion to the percentage of completion of the programmes, measured by the total percentage of costs directly related to construction (including the cost of land) incurred in comparison to the total forecast budget (updated at each closing date) combined with the percentage of sales realised determined relative to budget total sales.

The event giving rise to recognition of percentage-ofcompletion revenue is thus the purchase of the land combined with the signature of deeds of sale (notarised sales).

Net property income on property development projects is measured according to the percentage-of-completion method based on the following criteria:

  • project recorded by the other party to the contract,
  • existence of documented projections reliable enough to provide a sound estimate of the overall economics of the

transaction (selling price, stage of completion of construction work, no risk of noncompletion).

Losses on "new projects" are included in net property income.

Net overhead expenses correspond to income and expense items inherent in the business of the Group's service companies.

For each operating segment, income includes payments for services provided to third parties, such as delegated project management fees related to Property Development activities, rental management fees (syndicate agent, co-ownership management), and fees for marketing and other services, internal management fees (after elimination of intercompany profit margins – see note on investment properties or inventories).

Expenses includes personnel costs, overhead costs (miscellaneous fees, operating expenses, etc. excluding fixed rent paid which has now been restated in accordance with IFRS 16), as well as depreciation of operating assets. Capitalised production and production held in inventory is deducted from this amount.

Other income and expenses relate to Group companies that are not service providers. They mainly correspond to overhead costs and miscellaneous management fee income. Amortisation of intangible assets and depreciation of property, plant and equipment other than assets in operation are included in this line item.

2.3.18 Leases

Since the 1 January 2019, the Group applies IFRS 16 – Leases.

Leases in the financial statements with the Company as lessor

For landlords, IFRS 16 maintains the distinction between finance and operating leases. Accordingly, in the consolidated financial statements where the Group acts as lessor:

  • rental income generated by operating leases concerns rent paid on properties/centres in operation, and
  • going forward, all expenses re-invoiced to tenants, excluded from the revenue, are presented as a specific item in the income statement.

Leases in the financial statements with the Company as lessee

Under IFRS 16, tenants will no longer distinguish between finance lease contracts and operating lease contracts.

For all leases defined as "rental contracts", this standard requires to recognise a right-of-use asset in the balance sheet statement of the tenants (as non-current assets) and a corresponding lease liability (as financial liabilities).

Leases entered into by the Group lying within the field of application of the standard mainly concern two types of leases which are financially fundamentally different:

• property leases (the Group leases its offices in the majority of cities where it operates) and vehicle leases,

• temporary Occupation Authorisations for stations and Construction Leases for some of its Retail assets.

Temporary Occupation Authorisations are covered by IFRS 16. The Group is the occupying party and, therefore, the agreement grants the Group certain rights regarding the work, constructions and real estate facilities. Under IFRS 16, fixed fees are restated over the term of the contracts.

The key assumptions used to calculate the debt and therefore the right of use are the term of the contracts and the rate:

  • terms correspond to the fixed period of the commitment, taking into account any optional periods for which there is a reasonable expectation of these being exercised,
  • discount rates applied when a contract comes into effect are based on the incremental debt ratio of each company carrying a contract. These rates are determined on the effective date of new contract.

The Group applies one of the exemptions proposed by the standard, on short-term leases (less than 12 months) which are not restated.

The presentation in the Group's financial statements is as follows:

  • on the balance sheet, an asset is recorded in the form of a right-of-use asset in exchange for a liability corresponding to the rent. The Group therefore acknowledges a right-of-use on tangible and intangible fixed assets (connected to its property and vehicle lease agreements) as consideration for its lease liabilities; and a right-of-use for investment properties (notably in relation to Temporary Occupation Authorisations) in exchange on the contractual fees on investment properties,
  • in the income statement, rents from office and vehicle leases (previously recorded under operating expenses) are replaced by charges for depreciation of the right-ofuse assets and by interest charges; land charges (AOT, BAC royalties), are replaced by changes in the value of investment properties and interest charges. Leases and rental fees entered at 31 December correspond mainly to variable rent due under certain lease agreements and to rental expenses (which, in accordance with the application of the standard, are not restated),
  • on the cash flow statement, cash flows related to financing activities are impacted by the repayment of lease obligations and contractual fees on investment properties (within a single item "Repayment of lease liabilities") and interest expenses.

The change in amounts reflects new contracts or the end of contracts during the period. Moreover, during the lifetime of the agreement, lease liability and right-of-use asset may vary based on changes in the rent index defined in the leases. The main indexes are: the French national construction costs index, the French office rent index, the French commercial rent index and the French benchmark rent index.

2.3.19 Adjustment to value of investment properties

Adjustments to the value of each property measured at fair value are recognised in the income statement under "Change in value of investment properties" and are determined as follows:

Market value excluding transfer duties at the end of the period (taking into account the impact of stepped rents and rent holidays as measured by the appraiser) minus [Market value at the end of the previous period if the property was measured at fair value or cost of the property is marked to market for the first time + amount of construction work and expenses eligible for capitalisation during the year + effect of deferral period for stepped rents and rent holidays net of the deferral of initial lease payments].

Moreover, impairment losses on each property measured at cost are recognised in the income statement under "Net impairment of investment properties measured at cost".

2.3.20 Borrowing costs or costs of interest-bearing liabilities

The cost of net financial debt includes interest incurred on borrowings including the amortisation of issuance expenses, and other financial liabilities, income from loans and advances to participating interests, gains on sale of marketable securities and the impact of interest-rate swaps used as interest-rate hedges.

Other financial results include expenses related to rental obligations and contractual fees on investment properties.

2.3.21 Cash flow statement

The cash flow statement is presented using the indirect method permitted under IAS 7. Tax expense is shown as a single item in cash flows from operating activities. Interest paid is shown in cash flows from financing activities, and interest received is shown in cash flows from investing activities. Dividends paid are classified as cash flows from financing activities.

2.3.22 Operating segments

IFRS 8 "Operating segments" requires the presentation of operating segments to reflect the Company's organisation and internal reporting system. An operating segment represents an activity of the Company that incurs income and expenses and whose operating income is regularly reviewed by the Company's Management on the one hand and its operational Managers on the other. Each segment prepares its own separate financial information.

The Company's internal reporting is based on an analysis of the period's results in accordance with:

  • funds from operations (FFO),(1)
  • changes in value (unrealised or realised), estimated expenses, and transaction costs.

According to these analytical criteria, operating income, including earnings from equity affiliates, is monitored on an operating segment basis.

(1) Funds from Operations.

In addition to operating income, asset book values (and certain related liabilities) are monitored by operating segment when they are directly related or can be allocated to a sector. They are considered economic assets of the sector in question.

The Company has the following operating segments:

  • Retail: shopping centres under management or under development,
  • Residential: residential property development,
  • Business property: the property development, services and investment business,
  • New businesses: real estate asset management (public funds and institutional club deals), small data centers and real estate infrastructures for the production and distribution of renewable energy in the framework of a "developer/asset manager model",
  • Items under "Others (Corporate)" allow reconciliation of various reporting indicators with accounting indicators.

Borrowing costs, changes in the value of financial instruments and gains and losses from their disposal, taxes, and earnings from non-controlling interests are not allocated directly by sector. Balance-sheet items such as financial assets and liabilities cannot be allocated, nor can deferredtax assets corresponding to the recognition of tax losses.

As part of the Group's current operations:

1. Funds from operations (FFO)

FFO measures the creation of wealth available for distribution through net income (Group share of FFO). Funds from operations are defined as net income, Group share (i.e. attributable to equity holders of the parent company), exclusive of changes in value, estimated expenses, and transaction costs.

The main aggregates of the funds from operations monitored by the Group for internal reporting purposes are:

  • Net income of the segment, including impairment of current assets:
  • retail: net rental income,
  • Residential and Business property: net property income;
  • Net overhead expenses, which bring together all services that absorb part of the overheads and operating costs, including personnel costs, other operating expenses, other segment income and expenses and expenses covered by reversals of used provisions (including the restatement of fixed rents following application of IFRS 16 – Leases);
  • Share of funds from joint ventures or associates' operations.

Net borrowing costs are the net borrowing costs excluding estimated expenses which correspond in particular to the spreading of bond issue costs (shown in changes in value, estimated expenses and transaction fees).

Other financial results mainly correspond to expenses related to rental obligations and contractual fees on investment properties.

Tax (FFO) is the tax due for the period excluding deferred taxes and excluding tax due relating to changes in value (exit tax, etc.).

2. Changes in value, estimated expenses, and transaction costs

These changes in value measure the value created or realised by the Company during the period.

The relevant indicator for monitoring value is the change in going concern net asset value, to which funds from operations contribute. This management indicator is presented in detail in the business review.

The main aggregates of the funds from operations monitored by the Group in internal reports are:

  • Changes in value which concern gains and losses from the Retail sector:
  • from asset disposals, and where applicable, extraordinary payments received and equivalent in economic terms to the value of the asset sold,
  • from the value of investment properties, including value adjustments for properties measured at fair value (including right-of-use assets) or held for sale as well as impairment losses of properties measured at cost,

Estimated expenses include:

  • expenses or net allowances for the period related to share-based payments or other benefits granted to employees,
  • allowances for depreciation and amortisation net of reversals for non-current assets other than investment properties, including allowances relating to intangible assets or goodwill identified during business combinations, and right-of-use relating to tangible and intangible assets,
  • allowances for non-current provisions net of used or unused reversals.
  • transaction costs include fees and other non-recurring expenses incurred from corporate development projects that are ineligible for capitalisation (e.g. expenses incurred from business combinations or equity investments, whether completed or not) or that are ineligible for inclusion under issuance costs (e.g. certain commissions incurred from capital management). Income and expenses outside the Company's going concerns are also included.

Also presented are changes in value and income from disposal of financial instruments representing adjustments in the value of financial instruments measured at fair value as well as the effect of discounting debt and receivables. Results from the disposal of financial instruments represent the balance for amounts incurred in the period from restructuring or cancelling financial instruments.

3. Non-controlling interests

The line relating to non-controlling interests corresponds to the share of net income attributable to minority shareholders of subsidiaries divided between the share of the funds from operations (FFO) and the share attributable to minority shareholders of subsidiaries of changes in value, estimated expenses, transaction costs and deferred tax.

In the case of exceptional transactions, the contracts are specifically analysed, and the indicators presented above may in some cases be adjusted, i.e. reclassified to match their internal reporting presentation for greater clarity.

NOTE 3 INFORMATION ON OPERATING SEGMENTS

3.1 Balance sheet items by operating segment

As of 31 December 2023

(€ millions) Retail Residential Business
Property
New
businesses
Others TOTAL
Operating assets and liabilities
Intangible assets 17.5 314.9 21.5 3.4 12.1 369.5
Property plant and equipment 4.9 18.9 0.0 0.9 1.8 26.5
Right-of-use on tangible and intangible fixed assets 0.2 120.2 0.1 0.0 0.1 120.6
Investment properties 3,936.1 - 12.5 - - 3,948.6
Securities and investments in equity affiliates 135.7 90.0 101.7 (0.3) - 327.1
Operational working capital requirement (24.7) 349.4 240.3 34.7 32.9 632.6
Total operating assets and liabilities 4,069.8 893.5 376.0 38.7 46.9 5,424.9

As of 31 December 2022

(€ millions) Retail Residential Business
Property
New
businesses
Others TOTAL
Operating assets and liabilities
Intangible assets 17.7 290.2 21.5 2.2 12.7 344.3
Property plant and equipment 0.7 22.4 0.0 0.0 2.2 25.2
Right-of-use on tangible and intangible fixed assets 0.2 122.8 0.1 - 0.1 123.1
Investment properties 4,074.8 0.1 12.5 - - 4,087.4
Securities and investments in equity affiliates 158.2 179.2 154.3 (0.0) - 491.7
Operational working capital requirement 49.8 865.0 24.4 0.1 (19.1) 920.2
Total operating assets and liabilities 4,301.5 1,479.5 212.8 2.2 (4.1) 5,991.9

3.2 Consolidated income statement by operating segment

See consolidated income statement by segment in the notes to the financial statements.

3.3 Reconciliation of the statement of consolidated comprehensive income and of the consolidated income statement by segment

3.3.1 Statement of comprehensive income with the same breakdown as the income statement by segment

31/12/2023 31/12/2022
(€ millions) Funds from
operations
(FFO)
Changes in
value,
estimated
expenses
and
transaction
costs (chg.
val.)
Total Funds from
operations
(FFO)
Changes in
value,
estimated
expenses
and
transaction
costs (chg.
val.)
Total
Rental income 231.8 - 231.8 210.2 - 210.2
Property expenses (6.5) - (6.5) (3.6) - (3.6)
Unrecoverable rental expenses (10.3) - (10.3) (10.4) - (10.4)
Expenses re-invoiced to tenants 63.8 - 63.8 58.8 - 58.8
Rental expenses (74.0) - (74.0) (69.3) - (69.3)
Other expenses
Net charge to provisions for current assets
0.7
(11.0)
-
-
0.7
(11.0)
(0.3)
(2.3)
-
-
(0.3)
(2.3)
Net rental income 204.8 - 204.8 193.7 - 193.7
Revenue 2,418.5 - 2,418.5 2,748.6 - 2,748.6
Cost of sales (2,133.8) (119.4) (2,253.2) (2,417.9) (0.6) 2,418.6
Other income (89.3) 0.0 (89.3) (104.2) - (104.2)
Net charge to provisions for current assets (49.9) (192.8) (242.6) (33.6) (0.6) (34.2)
Amortisation of customer relationships - (5.9) (5.9) - (1.5) (1.5)
Net property income 145.5 (318.1) (172.6) 192.9 (2.8) 190.1
External services 62.0 - 62.0 54.4 - 54.4
Own work capitalised and production held in inventory 154.4 - 154.4 242.1 - 242.1
Personnel costs
Other overhead expenses
(215.5)
(92.0)
(25.7)
0.2
(241.2)
(91.8)
(244.4)
(78.5)
(26.7)
0.1
(271.1)
(78.3)
Depreciation expenses on operating assets - (30.6) (30.6) - (29.0) (29.0)
Net overhead expenses (91.0) (56.0) (147.1) (26.3) (55.6) (81.9)
Other income and expenses (7.4) (0.7) (8.1) (6.7) (0.0) (6.7)
Depreciation expenses - (1.3) (1.3) - (0.1) (0.1)
Transaction costs - (1.9) (1.9) - (14.5) (14.5)
Others (7.4) (3.9) (11.3) (6.7) (14.6) (21.3)
Proceeds from disposal of investment assets - (2.9) (2.9) - 76.5 76.5
Carrying amount of assets sold - (0.8) (0.8) - (74.2) (74.2)
Net gain/(loss) on disposal of investment assets - (3.7) (3.7) - 2.3 2.3
Change in value of investment properties - (189.8) (189.8) - 45.8 45.8
Net impairment losses on investment properties measured at cost
Net impairment losses on other non-current assets
-
-
(0.6)
(54.6)
(0.6)
(54.6)
-
-
(18.7)
0.2
(18.7)
0.2
Net charge to provisions for risks and contingencies - (31.9) (31.9) - 0.3 0.3
Impairment of goodwill - (0.6) (0.6) - - -
OPERATING INCOME BEFORE THE SHARE OF NET INCOME OF EQUITY
AFFILIATES
251.9 (659.2) (407.3) 353.5 (43.1) 310.4
Share in earnings of equity-method affiliates (3.8) (64.9) (68.8) 64.0 7.0 71.0
OPERATING INCOME AFTER THE SHARE OF NET INCOME OF EQUITY
AFFILIATES
248.1 (724.1) (476.0) 417.5 (36.1) 381.4
Net borrowing costs (33.0) (5.1) (38.2) (34.3) 10.5 (23.8)
Financial expenses (73.0) (5.1) (78.1) (51.9) 10.5 (41.4)
Financial income 39.9 - 39.9 17.5 - 17.5
Other financial results
Discounting of payables and receivables
(30.8)
-
(2.8)
0.4
(33.5)
0.4
(26.1)
-
(0.2)
-
(26.3)
-
Change in value and income from disposal of financial instruments - (72.8) (72.8) - 123.0 123.0
Gains or losses on disposals of equity interests(a) - (2.8) (2.8) 28.7 9.8 38.5
Profit before tax 184.3 (807.2) (622.9) 385.8 107.0 492.8
Corporate income tax 0.1 114.3 114.4 (35.2) (33.1) (68.3)
NET INCOME 184.4 (692.9) (508.6) 350.6 73.9 424.5
o/w Attributable to Altarea SCA shareholders 101.2 (574.1) (472.9) 275.4 51.4 326.8
o/w Attributable to non-controlling interests in subsidiaries (83.1) 118.8 35.7 (75.2) (22.5) (97.7)
Average number of non-diluted shares 20,420,155 20,420,155 20,420,155 20,158,331 20,158,331 20,158,331
Net earnings per share attributable to shareholders of Altarea SCA (€) 4.96 (28.12) (23.16) 13.66 2.55 16.21
Diluted average number of shares 20,949,836 20,949,836 20,949,836 20,649,592 20,649,592 20,649,592
Diluted earnings per share attributable to shareholders of Altarea SCA (€) 4.83 (27.41) (22.57) 13.34 2.49 15.83

(a) Gains or losses on disposals of equity interests have been reallocated to each of the activities concerned by the gains or losses when it relates to an investment previously fully consolidated or a share of the equity affiliates when the equity disposed of was previously in an equity-method company.

3.3.2 Reconciliation of operating income between the two income statements

31/12/2023 31/12/2022
(€ millions) Retail Residen
-tial
BP (1) New
busines
ses
(New B)
Others TOTAL Retail Residen
-tial
BP (1) New B Others TOTAL
Net rental income 204.8 - - - - 204.8 193.7 - - - - 193.7
Net property income 0.5 (175.4) 2.7 (0.3) (0.0) (172.6) (1.3) 154.2 37.2 - (0.0) 190.1
Net overhead expenses (20.6) (104.9) (5.9) (6.6) (9.0) (147.1) (10.2) (50.3) (10.9) (1.6) (8.9) (81.9)
Others (5.9) (1.5) 0.5 (0.7) (3.6) (11.3) (3.1) (1.7) 0.4 (0.1) (16.7) (21.3)
Net gain/(loss) on disposal of
investment assets
(3.7) - - - - (3.7) 2.3 - - - - 2.3
Value adjustments (190.4) (11.8) (42.7) - (0.1) (245.0) 27.5 0.1 (0.3) - - 27.3
Net charge to provisions for risks
and contingencies
6.8 (32.7) (3.9) (2.6) (0.0) (32.4) 1.3 (0.8) (0.4) (0.0) 0.2 0.3
Share in earnings of equity
method affiliates
(13.8) (3.7) (50.9) (0.4) - (68.8) 5.9 8.2 56.9 (0.0) - 71.0
OPERATING INCOME
(Statement of consolidated
comprehensive income)
(22.3) (330.1) (100.3) (10.7) (12.7) (476.0) 216.1 109.7 82.8 (1.7) (25.5) 381.4
Reclassification of net gain/(loss)
on disposal of investments
- 28.7 28.7
OPERATING INCOME
(Income statement by segment)
(22.3) (330.1) (100.3) (10.7) (12.7) (476.0) 216.1 109.7 111.6 (1.7) (25.5) 410.1

(1) BP: Business property.

3.4 Revenue by geographical region and operating segment

By geographical region

31/12/2023 31/12/2022
(€ millions) France Italy Spain Others Total France Italy Spain Others Total
Rental income 210.9 7.8 13.1 - 231.8 191.4 6.2 12.6 - 210.2
External services 23.3 1.4 0.3 - 25.0 29.4 1.5 0.3 - 31.3
Property development 2.2 - - - 2.2 - - - - -
Retail 236.5 9.2 13.4 - 259.0 220.8 7.7 12.9 - 241.5
Revenue 2,218.1 - - - 2,218.1 2,458.5 - - - 2,458.5
External services 29.0 - - - 29.0 11.1 - - - 11.1
Residential 2,247.1 - - - 2,247.1 2,469.7 - - - 2,469.7
Revenue 196.0 - - - 196.0 290.0 - - - 290.0
External services 8.0 - - - 8.0 11.4 - - 0.5 11.9
Business Property 204.0 - - - 204.0 301.4 - - 0.5 301.9
New businesses 2.1 - - - 2.1 - - - - -
Others (Corporate) 0.1 - - - 0.1 0.1 - - - 0.1
TOTAL 2,689.8 9.2 13.4 - 2,712.3 2,992.0 7.7 12.9 0.5 3,013.2

The Altarea Group operates mainly in France, Italy and Spain in 2023, as in 2022.

One client accounted for more than 10% of the group's revenue in the Residential sector, i.e., €359.7 million in 2023 and €414.1 million in 2022.

NOTE 4 MAJOR EVENTS AND CHANGES IN THE SCOPE OF CONSOLIDATION

4.1 Major events

The real estate crisis triggered by the rise in interest rates in 2022 marks the end of a cycle that will have lasted nearly 15 years. As expected, this has impacted the 2023 results, which were determined by:

• a lack of major Business property developments;

• a limited contribution from Residential, which had rolled out a policy of accelerated and proactive adaptation to the environment;

• a strong performance from the Retail REIT, which is more than ever the Group's financial base, with net rental income rising.

On the strength of a solid financial structure (highly capitalised balance sheet, high-performing Retail business), the Group decided to close the previous cycle in its 2023 financial statements and to record as a change in value an exceptional accounting charge due to its nature and amount following a comprehensive and thorough review of all Promotion accounting values by its Management.

This charge, totalling -€448.8 million before tax, breaks down as follows:• -192.9 million euros for study fees and land depreciation charges resulting from the review of the Housing project portfolio (refer to note 5.1 "Operating Result");

• -119.3 million euros for the decrease in value of assets under construction or on offer (refer to note 5.1 "Operating Result");

• -37.4 million euros for projects in partnerships deemed at risk (refer to note 6.3 "Provisions");

• -14.7 million euros for intangible assets related to brand reorganization (refer to note 7.2 "Intangible Assets and Goodwill"); and to note 5.1 "Operating Result");

• -84.5 million euros mainly concentrated on two Office operations in Ile-de-France (Landscape in La Défense and PRD project in Montparnasse) (refer to note 4.5 "Equity securities and loans to companies accounted for by the equity method").

Net income Group share amounts to -€472.9 million.

Retail

The REIT is back to performance levels that have not been seen for more than a decade: all operational indicators are very favourable (tenants' revenue, footfall, occupancy rate, rents). The high quality of the assets managed by the Group meant they could make the most of an inflationary environment.

The Group has made significant progress on several of these developments.

In early September, Altarea opened the new extension to the Strasbourg - La Vigie centre, doubling the size of this retail park, which is particularly high-performing and attractive to tenants.

After the successful transformation of the Paris-Montparnasse station, Altarea began work on the shops for Paris-Austerlitz station for which marketing will begin in 2024.

Altarea and Gares & Connexions also signed the agreements to renovate and develop the commercial offering in Paris-Est station, which will be completely transformed.

Residential

Since June 2022, the rapid rise in interest rates combined with more restrictive policies by banks have radically undermined buyers' solvency. This crisis in demand exacerbated a pre-existing crisis of inflation in construction costs and regulations, creating the conditions for a major real estate crisis.

2023 saw intense operational activity in Residential with:

• the accelerated sell-off of offer under construction land acquired during the previous cycle in blocks and retail deals;

• land purchases restricted to projects that matched the environment, resulting in a drastic reduction in the number of land acquired. In 2023, the Group only bought land corresponding to "on-market" projects. Land acquisitions were significantly reduced with 63 sites acquired in 2023, compared to 167 in 2022. Combined with the sale of land already acquired at the end of 2022, the slowdown in land acquisitions in 2023 made it possible to reduce the Group's commitments.

• a review of the entire land portfolio leading to the massive abandonment of projects (including the dropping of some land options) or their repositioning, and ultimately to the abandonment of the corresponding study costs or land depreciation.

This strategy and its accounting consequences has enabled the Group to recover significant capital by reducing Residential WCR, to start again from new and to reorient the work of the teams towards the future.

Housing design needs to be rethought to suit the new environment and, above all, the purchasing power of customers. Development teams have been refocused on developing an affordable, low-carbon and profitable "nextgeneration" offering, adapted to the new cycle (design and carbon performance, optimisation of plans and lot sizes, commercial strategy, local strategy, construction costs, land prices). Given the length of the production cycle(2) , this offering should only be ramped up from the end of 2024, depending on market conditions.

In 2023, Altarea restructured its brand portfolio to strengthen their respective positions, merging Woodeum and Pitch Immo to create the leader in low-carbon real estate development (timber CLT), launching the Nohée brand (formerly Cogedim Club) for senior residences and creating Jouvence, to renovate poorly insulated "thermal strainers".

Business Property

In Business property, the office development activity remained strong in the Regions and Altarea has continued to develop in logistics and on certain high-potential office sites in Paris.

Office exposure from the previous cycle was drastically reduced in the Paris region and book values adjusted accordingly. In 2023, the Group revalued the Landscape (La Défense) and PRD Montparnasse projects. Landscape's residual risk has been reduced to zero and financial exposure to PRD Montparnasse is at a market level.

The Office market has entered a lasting crisis, particularly in the peripheral locations of the Paris region, even though rental demand remains strong in Paris and in certain regional cities.

The Logistics market continues to be driven by strong demand from tenants and a scarcity effect, reflected in a sustained rise in rents. Shorter term, however, the rise in capitalisation rates is driving values downward.

In the property development business (off-plan sales, PDCs, DPMs), the Group focused on its portfolio of low-risk managed projects.

Activity of the year

In regional cities, Altarea is successfully developing in the field of education: after delivering the Emlyon business school campus in the Gerland district, the Group agreed the ESSCA campus project and launched the Alstom project in Aix-en-Provence.

In Offices, the Services business remained strong in Paris, with several projects under construction (Madeleine, Louis le Grand) and the delivery of a training centre for L'Oréal in its historic headquarters at 14 rue Royale in Paris's 8th arrondissement. The Group has also acquired a real estate complex for renovation at 185 rue Saint-Honoré, Paris 1st arrondissement.

In Great logistics, the Group acts as a developer with limited risk-taking. At 31 December 2023, the sites under construction or delivered were already fully let on long-term leases to leading tenants at rents that ensure the Group an above-market yield for this type of product.

(2) Signature of the land option, design of the programme, filing/obtaining of building permits, commercial launch, land acquisition, construction and delivery.

Further progress was made on the Bollène megahub(3) during the year, with the delivery of warehouse No. 2 to Intermarché and the full marketing of warehouse No. 3, on which work has begun. The Group's other great platform projects also made favourable progress with the leasing of the EcoParc Cotière in the Ain department and the delivery of the Béziers and Puceul platforms near Nantes.

The Group also continues to develop in Urban Logistics with the acquisition for transformation of a platform leased and operated by DHL located in Vitry-sur-Seine near the southern Paris ring road.

New businesses

During the year, the Group made significant progress in the deployment of new activities: asset management, data centres and photovoltaics:

• Asset management: launch of a first retail SCPI (Alta Convictions) and ATREC, a real estate credit fund launched in partnership with Tikehau Capital(4) ;

• Photovoltaics: creation of a pipeline, signature of a first strategic partnership with an agricultural cooperative, which may eventually lead to several dozen projects;

• Data Center: launch of work on the first projects developed by the Group in Val de Rueil near Rouen and Roazhon near Rennes.

Primonial

On 2 March 2022, Altarea informed the public that the acquisition of the Primonial Group could not be completed on the terms agreed. Altarea considers that the Vendors failed to comply with the provisions of the acquisition protocol signed in July 2021, which has now lapsed.

Following the non-completion of the acquisition of Primonial, the Sellers (various groups of shareholders of Primonial (investment funds and Managers) summoned the Company and its indirect subsidiary, Alta Percier, before the Commercial Court of Paris, in order to obtain compensation for the damage they allegedly suffered. Altarea and Alta Percier challenge such claims, which they believe are groundless. On the contrary, Altarea and Alta Percier consider that the Sellers are responsible for the failure to complete the transaction. Altarea is asking that they be ordered to pay damages in respect of the losses suffered by the Group. To this end, on 20 June 2022, Altarea and Alta Percier filed claims in response in a voluntary intervention before the Paris Commercial Court.

In their claims in response of 21 November 2022 and 16 January 2023, the Primonial shareholder groups revised their pleadings, claiming damages of €119 for the Manager vendors and €588 for the investment funds.

Altarea, having studied all the counter-claims, maintains its position that it has no liability as, it argues, the failure to complete the transaction was attributable to the vendors, and

(3) 260,000 m² developed in five tranches of which the Group took full control in 2023.

(4) Tikehau Capital is a long-standing partner of Altarea and one of France's leading asset managers of private debt with €38 billion under management, including €15 billion in this segment.

that they therefore cannot claim for damages that are wholly unfounded and without merit in fact and in law.

Altarea filed new claims in response in July 2023, developing its arguments and increasing the amount of its claim against Primonial's vendors to approximately €330 million. The Primonial vendors have not yet replied and no hearing on the merits of the case has been scheduled.

At the publication date of the Group's annual financial statements, the case is ongoing and, in agreement with its legal advisors, no provision has been recorded by the Group.

4.2 Scope

The main companies within the scope of consolidation, selected by revenue and total assets criteria, are as follows:

31/12/2023 31/12/2022
LEGAL
COMPANY FORM SIREN Method Interest Integration Method Interest Integration
ALTAREA SCA 335480877 parent company FC 100.0% 100.0% FC 100.0% 100.0%
Retail France
ALTAREA FRANCE SCA 324814219 FC 100.0% 100.0% FC 100.0% 100.0%
NR 21 SCA 335480877 FC 96.8% 100.0% FC 96.8% 100.0%
FONDS PROXIMITÉ SNC 348024050 affiliate EM 25.0% 25.0% EM 25.0% 25.0%
MRM
ALDETA
SCA
SASU
311765762
311765762
joint venture EM
FC
15.9%
33.3%
15.9%
100.0%
EM
FC
15.9%
33.3%
15.9%
100.0%
ALTA BLUE SAS 522193796 FC 33.3% 100.0% FC 33.3% 100.0%
ALTAREA PROMOTION COMMERCE SNC 420490948 FC 100.0% 100.0% IG 100.0% 100.0%
ALTA CRP AUBERGENVILLE SNC 451226328 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA AUSTERLITZ SNC 812196616 FC 100.0% 100.0% FC 100.0% 100.0%
BERCY VILLAGE SNC 384987517 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA CARRÉ DE SOIE SCI 449231463 joint venture EM 50.0% 50.0% EM 50.0% 50.0%
FONCIERE CEZANNE MATIGNON
FONCIERE ALTAREA
SNC
SASU
348024050
353900699
FC
FC
100.0%
100.0%
100.0%
100.0%
FC
FC
100.0%
100.0%
100.0%
100.0%
SOCIETE D'AMENAGEMENT DE LA GARE DE L'EST SNC 481104420 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA CRP GENNEVILLIERS SNC 488541228 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA GRAMONT SAS 795254952 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA CRP GUIPAVAS SNC 451282628 FC 51.0% 100.0% FC 51.0% 100.0%
LIMOGES INVEST SCI 488237546 FC 50.9% 100.0% FC 50.9% 100.0%
SNC MACDONALD COMMERCES
ALTAREA MANAGEMENT
SNC
SNC
524049244
509105375
affiliate EM
FC
25.0%
100.0%
25.0%
100.0%
EM
FC
25.0%
100.0%
25.0%
100.0%
ALTA-MONTPARNASSE SNC 524049244 FC 51.0% 100.0% FC 51.0% 100.0%
LES VIGNOLES RETAIL PARK SNC 512086117 FC 51.0% 100.0% FC 51.0% 100.0%
ALTA QWARTZ SNC 433806726 FC 100.0% 100.0% FC 100.0% 100.0%
ALTA CRP RUAUDIN SNC 451248892 FC 51.0% 100.0% FC 51.0% 100.0%
THIAIS SHOPPING CENTRE SNC 479873234 FC 51.0% 100.0% FC 51.0% 100.0%
OPCI ALTA COMMERCE EUROPE SPPICAV 485047328 joint venture EM 29.9% 29.9% EM 29.9% 29.9%
ALTA CRP LA VALETTE SNC 494539687 FC 51.0% 100.0% FC 51.0% 100.0%
Retail Italy
ALTAGARES SRL N/A FC 51.0% 100.0% FC 51.0% 100.0%
ALTAREA ITALIA SRL N/A FC 100.0% 100.0% FC 100.0% 100.0%
Retail Spain
ALTAREA ESPANA
SRL N/A FC 100.0% 100.0% FC 100.0% 100.0%
ALTAREA PATRIMAE SRL N/A FC 100.0% 100.0% FC 100.0% 100.0%
Residential
ALTAREIT SCA 552091050 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM RESIDENCES SERVICES SNC 394648455 joint venture EM 64.9% 65.0% EM 64.9% 65.0%
ALTAREA COGEDIM IDF GRANDE MÉTROPOLE
ALTAREA COGEDIM GRANDS PROJETS
SNC
SNC
810928135
810926519
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
99.9%
100.0%
100.0%
ALTAREA COGEDIM REGIONS SNC 810847905 FC 99.9% 100.0% FC 99.9% 100.0%
SEVERINI SNC 848899977 FC 99.9% 100.0% FC 99.9% 100.0%
XF Investment SAS 507488815 FC 99.9% 100.0% FC 99.9% 100.0%
ALTA FAUBOURG SASU 444560874 FC 99.9% 100.0% FC 99.9% 100.0%
PITCH PROMOTION SAS 450042338 FC 99.9% 100.0% FC 99.9% 100.0%
WATT
MARSEILLE MICHELET
SNC
SNC
812030302
792774382
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
99.9%
100.0%
100.0%
CŒUR MOUGINS SNC 453830663 FC 99.9% 100.0% FC 99.9% 100.0%
ISSY CŒUR DE VILLE SNC 830181079 FC 99.9% 100.0% FC 99.9% 100.0%
BORDEAUX EB4AL SCCV 835299835 joint venture EM 49.9% 50.0% EM 49.9% 50.0%
BORDEAUX ET1 SCCV 835300096 joint venture EM 49.9% 50.0% EM 49.9% 50.0%
HP SAS 480309731 FC 99.9% 100.0% FC 99.9% 100.0%
HISTOIRE ET PATRIMOINE DEVELOPPEMENT
MERIMEE
SAS
SNC
480110931
849367016
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
99.9%
100.0%
100.0%
HISTOIRE ET PATRIMOINE PARTENARIATS SASU 452727985 FC 99.9% 100.0% FC 99.9% 100.0%
HISTOIRE ET PATRIMOINE PROMOTION SASU 792751992 FC 99.9% 100.0% FC 99.9% 100.0%
HISTOIRE ET PATRIMOINE RENOVATION SAS 394203509 FC 99.9% 100.0% FC 99.9% 100.0%
TOURS DE L'ECHO DU BOIS SCCV 882809080 FC 64.9% 100.0% FC 64.9% 100.0%
BEZONS A3 SNC 880172317 FC 100.0% 100.0% FC 100.0% 100.0%
CORMEILLES SEINE PARIS II SCCV 919597468 FC 69.9% 100.0% FC 69.9% 100.0%
BEZONS CŒUR DE VILLE A1 & A2-LOGEMENTS
BOBIGNY CŒUR DE VILLE
SCCV
SNC
819929845
838941011
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
99.9%
100.0%
100.0%
BORDEAUX EB2b SCCV 834833352 affiliate EM 49.9% 50.0% EM 49.9% 50.0%
BOULOGNE-D'AGUESSEAU SCCV 905135786 FC 99.9% 100.0% EM 49.9% 50.0%
RUEIL ARSENAL LOT A2 SCCV 907596704 FC 99.9% 100.0% EM 49.9% 50.0%
WOODEUM RESIDENTIEL SAS 807674775 FC 99.9% 100.0% EM 49.9% 50.0%
BOULOGNE-D'AGUESSEAU
RUEIL ARSENAL LOT A2
SCCV
SCCV
905135786
907596704
joint venture
joint venture
IN
IN
0.0%
0.0%
0.0%
0.0%
EM
EM
49.9%
49.9%
50.0%
50.0%
31/12/2023 31/12/2022
LEGAL
COMPANY
WOODEUM RESIDENTIEL
FORM
SAS
SIREN
807674775
joint venture Method
IN
Interest
0.0%
Integration
0.0%
Method
EM
Interest
49.9%
Integration
50.0%
PITCH IMMO SASU 422989715 FC 99.9% 100.0% FC 99.9% 100.0%
CF 60000 SNC CF 60000 FC 99.9% 100.0% FC 99.9% 100.0%
ADN CLOT BEY SAS 841150071 FC 99.9% 100.0% FC 74.9% 100.0%
ARTCHIPEL SCCV 841150071 FC 99.9% 100.0% FC 99.9% 100.0%
DEODAT SCCV 879171502 FC 50.9% 100.0% FC 50.9% 100.0%
CLICHY ROGUET SCCV 880090212 FC 50.9% 100.0% FC 50.9% 100.0%
ROLLAND PETIT SCCV 881927164 FC 50.9% 100.0% FC 50.9% 100.0%
RUEIL HIGH GARDEN SCCV 887670115 FC 99.9% 100.0% FC 99.9% 100.0%
BONDOUFLE ZAC DU GRAND PARC FC
BRUGES TERREFORTS
SCCV
SCCV
889279592
892,811,696
FC
FC
50.9%
99.9%
100.0%
100.0%
FC
FC
50.9%
99.9%
100.0%
100.0%
COGEDIM HAUTS DE FRANCE SNC 420810475 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM GESTION SNC 380375097 FC 99.9% 100.0% FC 99.9% 100.0%
COVALENS SNC 309021277 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM PARIS METROPOLE SNC 319293916 FC 99.9% 100.0% FC 99.9% 100.0%
ASNIERES AULAGNIER SARL 487631996 joint venture EM 49.9% 50.0% EM 49.9% 50.0%
COGEDIM GRAND LYON SNC 300795358 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM MEDITERRANEE SNC 312347784 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM PROVENCE SNC 442739413 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM MIDI-PYRÉNÉES SNC 447553207 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM GRENOBLE SNC 418868584 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM SAVOIES-LEMAN SNC 348145541 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM AQUITAINE
COGEDIM ATLANTIQUE
SNC
SNC
388620015
501734669
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
99.9%
100.0%
100.0%
COGEDIM LANGUEDOC ROUSSILLON SNC 532818085 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM EST SNC 419461546 FC 99.9% 100.0% FC 99.9% 100.0%
COGEDIM SASU 54500814 FC 99.9% 100.0% FC 99.9% 100.0%
PARC DE FONTBELLEAU SCCV 842493934 FC 50.9% 100.0% FC 50.9% 100.0%
SAS CLICHY BOREALES SAS 879035939 affiliate EM 30.0% 30.0% EM 30.0% 30.0%
CLICHY 33 LANDY SAS 898926308 FC 50.0% 100.0% FC 50.0% 100.0%
CLICHY 35 LANDY SAS 908542772 FC 50.0% 100.0% FC 50.0% 100.0%
MEYLAN PLM 1 SCCV 879562213 FC 54.9% 100.0% FC 54.9% 100.0%
AIX HYPPODROME SCCV 852642040 FC 79.9% 100.0% FC 79.9% 100.0%
LYON 8 RUE CROIX BARRET SCCV 849097522 FC 59.9% 100.0% FC 59.9% 100.0%
LYON LES MOTEURS SNC 824866388 FC 99.9% 100.0% FC 99.9% 100.0%
COGIMO
HYRES JEAN MOULIN
SAS
SCCV
962502068
834036519
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
FC
99.9%
65.9%
100.0%
100.0%
OLLIOULES SAINT ROCH 1 SCCV 901760520 FC 50.9% 100.0% FC 50.9% 100.0%
CLICHY ROSE GUERIN SCCV 885139188 FC 40.7% 100.0% FC 40.7% 100.0%
HORLOGE GASTON ROUSSEL SCCV 832294664 FC 50.9% 100.0% FC 50.9% 100.0%
61-75 PARIS AVENUE DE FRANCE SCCV 830917100 joint venture EM 49.9% 50.0% EM 49.9% 50.0%
LA GARENNE COLOMBES FOCH SCCV 835014135 FC 50.0% 100.0% FC 50.0% 100.0%
ISSY JEANNE D'ARC SNC 850443508 FC 50.0% 100.0% FC 50.0% 100.0%
ROMAINVILLE ROUSSEAU SCCV 852604909 FC 50.9% 100.0% FC 50.9% 100.0%
NOGENT 150 STRASBOURG SCCV 887617967 FC 50.0% 100.0% FC 50.0% 100.0%
ISSY GUYNEMER SNC 891166209 FC 50.9% 100.0% FC 50.9% 100.0%
BONDY TASSIGNY SNC 892127432 FC 99.9% 100.0% FC 99.9% 100.0%
CHATENAY ROBINSON 4 CHEMINS
SAINT MAUR CONDE
SCCV
SCCV
894910082
897792156
FC
FC
50.0%
69.9%
100.0%
100.0%
FC
FC
50.0%
69.9%
100.0%
100.0%
MAISONS ALFORT MARTIGNY 18 SCCV 901641621 FC 69.9% 100.0% FC 69.9% 100.0%
SCCV ASNIERES - 77 RUE DES BAS SCCV 910066919 FC 50.9% 100.0% FC 50.9% 100.0%
Business Property
ALTAREA COGEDIM ENTREPRISE PROMOTION
SNC 535056378 FC 99.9% 100.0% FC 99.9% 100.0%
PRD MONTPARNASSE 2 SCI 852712439 joint venture EM 50.0% 50.0% EM 50.0% 50.0%
PRD MONTPARNASSE 3 SCI 852712587 joint venture EM 50.0% 50.0% EM 50.0% 50.0%
AF INVESTCO 7 SNC 798601936 affiliate EM 30.1% 30.1% EM 30.1% 30.1%
B2 B3 SCCV 852921899 joint venture EM 50.0% 50.0% EM 50.0% 50.0%
ALTA VAI HOLDCO A SAS 424007425 FC 99.9% 100.0% FC 99.9% 100.0%
SNC PROPCO ALTA PYRAMIDES SNC 949047005 FC 99.9% 100.0% IN 0.0% 0.0%
FONCIERE ALTAREA MONTPARNASSE SNC 847726650 FC 100.0% 100.0% FC 100.0% 100.0%
PASCALHOLDCO SPPICAV 809845951 affiliate EM 30.1% 30.1% EM 15.0% 15.1%
PASCALPROPCO SASU 437929813 affiliate EM 30.1% 30.1% EM 15.0% 15.1%
PRD MONTPARNASSE SCI 844634758 joint venture EM 50.0% 50.0% EM 50.0% 50.0%
SAS 42 DERUELLE SAS 920333127 joint venture EM 49.9% 50.0% EM 49.9% 50.0%
SCI FLF BEZIERS
SAS COGEDIM OFFICE PARTNERS
SCI
SAS
835282922
491380101
FC
FC
99.9%
99.9%
100.0%
100.0%
FC
IN
99.9%
0.0%
100.0%
0.0%
SAS COP BAGNEUX SASU 491969952 FC 99.9% 100.0% IN 0.0% 0.0%
LOGISTIQUE BOLLENE SNC 815193065 FC 99.9% 100.0% EM 49.9.0% 49.9.0%

The complete list of companies in the scope is available on request from the Investor Relations Department: investors@altarea.com.

4.3 Changes in consolidation scope

In number of companies 31/12/2022 Acquisition Creation Sale Absorption,
dissolution,
deconsolidation
Change in
consolidation
method
31/12/2023
Fully consolidated
subsidiaries
482 8 44 (27) 44 551
Joint ventures 142 1 7 - (7) (43) 100
Affiliates(a) 76 - 4 - (7) (1) 72
Total 700 9 55 - (41) - 723

(a) Companies accounted for using the equity method.

4.3.1 Detail of net acquisitions of consolidated companies, net of cash

(€ millions) 31/12/2023 31/12/2022
Investments in consolidated securities (23.3) (15.2)
Liabilities on acquisition of consolidated participating interests 0.6 -
Cash of acquired companies 25.9 11.4
Total 3.1 (3.7)

During the year, on 21 February 2023, the Group acquired the remaining 50% of Woodeum's share capital. This made the Group sole shareholder of the leading brand in France for low-carbon residential real estate in solid timber. Woodeum is therefore fully consolidated from this date (previously accounted for using the equity method).

4.4 Business combinations

On 21 February 2023, the Group, via its subsidiary Alta Faubourg, acquired the remaining share capital of Woodeum, France's leading brand in low-carbon residential real estate in solid timber.

Woodeum thus becomes a wholly-owned subsidiary of the Group.

Woodeum is now fully consolidated (previously accounted for under the equity method) with its commercial performance reported under the Residential business segment.

In accordance with IFRS 3 "Business combinations", following this takeover the Group's previous holding was

4.3.2 Detail of disposals of consolidated companies, net of cash disposed of

The Group made no disposals during the year.

recognised at fair value (effect on income reported under "Gains or losses on disposals of equity interests").

Assets and liabilities assumed by the Company were measured at fair value. When these amounts were recognised in the statement of financial position at the acquisition date, €44.2 million in intangible assets and goodwill was recognised.

Goodwill has been allocated to the Group's Residential business segment and is definitive.

The consolidated Group contributes €100.4 million in Group revenue as of 31 December 2023.

4.5 Securities and investments in equity affiliates

In application of IFRS 10, 11 and 12, the following are recognised under securities and receivables on equity affiliates, investments in joint ventures and associated companies, including receivables from these holdings.

4.5.1 Equity-accounting value of joint ventures and affiliates and related receivables

(€ millions) 31/12/2023 31/12/2022
Equity-accounting value of joint ventures 39.4 134.5
Equity-accounting value of affiliated companies 43.0 69.7
Value of stake in equity-method affiliates 82.4 204.2
Receivables from joint ventures 167.5 176.3
Receivables from affiliated companies 77.2 111.2
Receivables from equity-method subsidiaries 244.7 287.5
Total securities and receivables in equity affiliates 327.1 491.7

At 31 December 2023, the decrease in "Securities and investments in equity affiliates" is mainly due to:

  • the acquisition of a 100% stake in Woodeum, now fully consolidated,

  • the disposal of the Tour Eria,

  • the impairment of the assets of the PRD project in Montparnasse (impact reported on the line "Share of profit of companies accounted for by the equity method" in the statement of comprehensive income, and on the line "Share of equity accounted investees" in Business Property in the Analytical Income Statement appendix),

  • and the evolution of equity invested in the Landscape project in La Défense (the risk associated with this operation is thus reduced to zero in the Group's accounts as of December 31, 2023, impacting the line "Net impairment losses on other non-current assets" in the statement of comprehensive income and the line "Net provisions for depreciation and impairment" in Business Property in the Analytical Income Statement appendix),

The total impact of these last two operations amounted to 83.3 millions.

Receivables from joint ventures and receivables from affiliates relating to Property Development come to €221.0 million at 31 December 2023.

4.5.2 Main balance sheet and income statement items of joint ventures and affiliates

(€ millions) Joint venture Affiliates 31/12/2023 Joint venture Affiliates 31/12/2022
Balance sheet items, Group share:
Non-current assets 249.0 28.8 277.8 416.9 193.9 610.8
Current assets 446.5 352.1 798.6 468.8 224.8 693.7
Total Assets 695.5 381.0 1,076.4 885.8 418.7 1,304.5
Non-current liabilities 178.5 135.7 314.1 147.1 160.5 307.5
Current liabilities 477.6 202.3 679.9 604.2 188.5 792.7
Total Liabilities 656.1 337.9 994.0 751.2 349.0 1,100.2
Net assets (equity-accounting basis) 39.4 43.0 82.4 134.5 69.7 204.2
Share of income statement items, Group share:
Operating income (60.0) 11.8 (48.2) 22.3 40.9 63.2
Net borrowing costs (4.9) (10.4) (15.3) (4.0) (4.5) (8.5)
Other financial results (3.3) 0.0 (3.3) (2.3) (0.2) (2.5)
Change in value of hedging instruments (0.8) (1.2) (1.9) 1.8 2.0 3.7
Proceeds from the disposal of investments - (0.0) (0.0) 0.0 (0.0) 0.0
Net income before tax (69.0) 0.2 (68.9) 17.8 38.2 56.0
Corporate income tax 0.7 (0.6) 0.1 15.3 (0.3) 15.0
Net income by equity method (after tax) (68.4) (0.4) (68.8) 33.1 37.9 71.0
Non-Group net income - - - (0.0) (0.0) (0.1)
Net income, Group share (68.4) (0.4) (68.8) 33.1 37.9 71.0

Joint ventures and associates are not individually significant for the purposes of presenting the financial information on an aggregate basis.

Group revenue from affiliates amounted to €6.4 million, compared to €9.6 million for the year to 31 December 2022.

Group revenue from joint ventures amounted to €5.8 million, compared with €5.2 million for the year to 31 December 2022.

4.5.3 Commitments given or received in connection with joint ventures (in Group share)

Commitments given

Cogedim Résidences Services undertook to pay rent in connection with the leasing of the Résidences Services Cogedim Club®. In the context of the application of IFRS 16, these contracts have been restated in the financial statements of the companies.

In exchange, Cogedim Résidences Services receives the lease payments of the sub-lessees, these continuing to be commitments.

Financial guarantees for the completion of works were given as part of the property development activity, and amounted to a share of €11.5 million at 31 December 2023.

Commitments received

As of 31 December 2023, the main commitments received by the joint ventures relate to security deposits received from tenants in the amount of €2.8 million.

4.6 Current and non-current financial assets

At 31 December 2023, current and non-current financial assets amounted to €61.4 million, compared with €101.7 million at 31 December 2022, and consist mainly of:

  • non-consolidated securities (mainly "non-current"): €21.4 million,
  • deposits and guarantees paid on projects: €10.7 million, compared with €14.6 million for 2022,
  • loans and receivables, recognised at amortised cost: €29.0 million, compared with €20.6 million for 2022.

NOTE 5 RESULT

5.1 Operating income

5.1.1 Net rental income

Net rental income amounted to €204.8 million in 2023, compared to €193.7 million in 2022, an increase of +5.7%.

5.1.2 Net property income

The Group's net property income was a negative €172.6 million in 2023 compared to a positive €190.1 million in 2022.

This item includes a one-off accounting expense of €314.9 million, corresponding to

  • €192.9.0 million in write-downs of research costs and land bank following the review of the Residential and Business property development project portfolio,

  • a €119.3 million decline in the price of projects under construction or under offer,

  • a €2.7 million reduction in intangible assets related to the brand restructuring.

The Residential Backlog of the fully-consolidated companies was €2,570 million at 31 December 2023.

The Business property development backlog of the fullyconsolidated companies was €282 million at 31 December 2023.

5.2 Cost of net financial debt and other financial items

5.2.1 Cost of net financial debt

(€ millions) 31/12/2023 31/12/2022
Bond and bank interest expenses (71.4) (47.4)
Interest on partners' advances 5.1 4.5
Interest rate on hedging instruments 27.0 6.1
Other financial income and expenses 6.3 2.5
FFO financial income and expenses (33.0) (34.3)
Spreading of bond issue costs and other estimated expenses(a) (5.1) 10.5
Net borrowing costs (38.2) (23.8)

(a) Relates mainly to the deferral in accordance with the amortised cost method of the issue costs of borrowings and bond issue premiums in accordance with IFRS 9 for -€5.1 million (-€6.9 million at 31 December 2022), and the gain on the bond buyback (amount lower than par value).

The average cost of debt is the ratio of the total financial costs of short- and long-term financial instruments including related fees (commitment fees, non-use fees, etc.) to the average debt for the period. The Group's average cost of debt (excluding the impact of IFRS 16) was 2.15% at 31 December 2023, compared with 1.82% at 31 December 2022.

5.2.2 Other financial results

Other financial results correspond in particular to interest expenses on rental obligations or royalties on investment properties.

5.2.3 Impact of result of financial instruments

This item consists of a net expense of €72.8 million, mainly related to -€56.6 million in changes in the value of interest rate hedging instruments (compared to +€166.9 million at 31 December 2022).

5.3 Corporate income tax

Analysis of tax expense

Tax expense is analysed as follows:

(€ millions) 31/12/2023 31/12/2022
Tax due 0.1 (35.2)
Tax loss carry forwards and/or use of deferred losses 33.5 (24.5)
Valuation differences 4.6 0.4
Fair value of investment properties (1.7) (5.3)
Fair value of hedging instruments 1.0 (0.2)
Income by percentage of completion 32.4 (6.3)
Other timing differences 44.5 2.8
Deferred tax 114.3 (33.1)
Total tax income (expense) 114.4 (68.3)

Effective tax rate

(€ millions) 31/12/2023 31/12/2022
Pre-tax profit of consolidated companies (554.2) 421.8
Group tax savings (expense) 114.4 (68.3)
Effective tax rate (20.64)% (16.19)%
Tax rate in France 25.83% 25.83%
Theoretical tax charge 143.1 (108.9)
Difference between theoretical and effective tax charge (28.8) 40.7
Differences related to entities' retail REIT status (36.1) 51.5
Differences related to treatment of losses 5.5 0.7
Other permanent differences and rate differences 1.9 (11.6)

Deferred tax assets and liabilities

(€ millions) 31/12/2023 31/12/2022
Tax loss carry forwards 71.3 37.8
Valuation differences (30.6) (29.0)
Fair value of investment properties (25.0) (24.3)
Fair value of financial instruments 0.2 (0.4)
Income by percentage of completion (36.7) (69.2)
Other timing differences 50.7 10.5
Net deferred tax on the balance sheet 29.8 (74.5)

As at 31 December 2023, the Group had unrecognised tax loss carry-forwards of €400.9 million (basis), as compared with €399.0 million for the year ending 31 December 2022.

Deferred taxes relating to valuation differences correspond primarily to the brands held by the Group.

Deferred taxes relating to the activation of tax losses mainly relate to losses recognised in the tax consolidation group Altareit and losses partially activated in the taxable sector of some retail REITs.

Deferred taxes are calculated (for French companies, which make up most of the Group's scope) at the rate of 25.83%, the rate set by the French Finance Act.

5.4 Earnings per share

Undiluted net income per share and diluted net income per share are defined in Note 2.3.13 "Net earnings per share".

In 2023, as in 2022, the dilution arose only from the granting of rights to free shares in Altarea SCA to Group employees.

(€ millions) 31/12/2023 31/12/2022
Numerator
Net income, Group share (472.9) 326.8
Denominator
Weighted average number of shares before
dilution
20,420,155 20,158,331
Effect of potentially dilutive shares
Stock options 0 0
Rights to free share grants 529,681 491,261
Total potential dilutive effect 529,681 491,261
Weighted diluted average number of
shares
20,949,836 20,649,592
NET INCOME, GROUP SHARE,
UNDILUTED PER SHARE (€)
(23.16) 16.21
NET INCOME, GROUP SHARE, DILUTED
PER SHARE (€)
(22.57) 15.83

NOTE 6 LIABILITIES

6.1 Equity

6.1.1 Share capital, share-based payments and treasury shares

SHARE CAPITAL

Altarea SCA share capital (in €)

in number of shares and in € Number of
shares
Nominal Share
Capital
Number of shares outstanding at 31 December 2021 20,293,271 15.28 310,089,359
Share capital increase reserved for Mutual Funds 82,533 15.28 1 261 104
Number of shares outstanding at 31 December 2022 20,375,804 15.28 311,350,463
Share capital increase reserved for Mutual Funds 25,684 15.28 392,452
Share capital increase via the part-conversion of dividends into shares 335,334 15.28 5,123,904
Number of shares outstanding at 31 December 2023 20,736,822 15.28 316,866,818

Capital management

The aim of the Group's capital management is to ensure liquidity and optimise its capital structure.

SHARE-BASED PAYMENTS

The gross expense recorded on the income statement for share-based payments was €21.6 million at 31 December 2023 compared to €25.1 million in 2022.

No stock option plans were in force at 31 December 2023.

Free share grants

Award date Number of rights
awarded
Vesting date Rights in
circulation as at
31/12/2022
Awarded Deliveries Amendments to
rights (a)
Rights in
circulation as at
31/12/2023
Share grant plans on Altarea shares
22 April 2020 45,325 22 April 2023 37,576 (37,515) (61) -
30 April 2021 73,050 (b) 31 March 2024 65,489 (29,631) 35,858
4 June 2021 32,000 (b) 31 March 2025 32,000 - 32,000
4 June 2021 27,500 (b) 31 March 2025 21,122 (12,872) 8,250
4 June 2021 45,500 (b) 31 March 2025 13,050 (900) 12,150
4 June 2021 14,000 (b) 31 March 2025 12,750 - 12,750
4 June 2021 23,700 (b) 31 March 2025 6,727 (817) 5,910
4 June 2021 30,000 (b) 31 March 2025 15,654 (1,404) 14,250
1 September 2021 600 1 September 2024 600 - 600
1 October 2021 2,000 30 March 2023 2,000 (2,000) -
1 February 2022 275 (b) 1 March 2023 275 (275) -
1 March 2022 14,000 31 March 2025 14,000 (10,025) 3,975
31 March 2022 99,947 1 April 2023 98,532 (98,223) (309) -
31 March 2022 31,872 1 April 2024 31,565 (563) 31,002
31 March 2022 73,725 (b) 1 April 2024 71,525 (32,592) 38,933
30 April 2022 3,250 (b) 31 March 2025 975 975
30 April 2022 1,250 (b) 31 March 2025 1,250 1,250
1 June 2022 300 1 June 2023 300 (300) -
25 July 2022 250 24 July 2023 250 (250) -
25 July 2022 150 24 July 2024 150 150
12 September 2022 6,000 (b) 31 March 2027 6,000 6,000
12 September 2022 40,000 (b) 31 March 2029 40,000 40,000
1 October 2022 1,500 (b) 31 March 2025 1,500 (1,050) 450
2 November 2022 1,300 2 November 2023 1,300 (1,200) (100) -
5 January 2023 1,500 (b) 31 March 2029 1,500 1,500
31 March 2023 106,277 1 April 2024 106,277 (1,188) 105,089
31 March 2023 30,668 1 April 2025 30,668 (264) 30,404
31 March 2023 73,240 (b) 1 April 2025 73,770 (19,564) 54,206
30 April 2023 2,525 30 April 2024 2,525 2,525
30 April 2023 41,000 (b) 31 March 2028 41,000 41,000
30 April 2023 41,000 (b) 31 March 2033 41,000 41,000
1 September 2023 6600 (b) 30 JUNE 2029 6,600 6,600
1 September 2023 250 1 September 2024 250 250
1 September 2023 250 1 September 2025 250 250
19 October 2023 2,230 19 October 2024 2,230 2,230
Total 872,837 474,590 306,070 (139,763) (111,340) 529,557

(a) Rights cancelled for reasons of departure, transfer, lack of certainty that performance criteria have been met or changes in plan terms.

(b) Plans subject to performance criteria.

Valuation parameters for new free share grants

31/12/2023
Dividend rate 6% or 7% depending on the plan date
Risk-free interest rate 2.3% to 3.8%

TREASURY SHARES

The acquisition cost of treasury shares was €14.9 million at 31 December 2023 for 137,729 shares (including 131,197 shares intended for allotment to employees under free share grant or stock option plans and 6,532 shares allocated to a liquidity contract), compared with €30.5 million at 31 December 2022 for 214,091 shares (including 211,729 shares intended for allotment to employees under free share grant or stock option plans and 2,362 shares allocated to a liquidity contract). Treasury shares are eliminated and offset directly in equity.

In addition, a net loss on disposal and/or free share grants of treasury shares to Company employees was recognised directly in equity in the amount of -€20.6 million before tax at 31 December 2023 (-€15.7 million after tax) compared with - €29.1 million at 31 December 2022 (-€22.0 million before tax).

The negative impact on cash flow from purchases and disposals over the period came to -€5.5 million at 31 December 2023 compared to -€26.3 million at 31 December 2022.

6.1.2 Dividends proposed and paid

Dividends paid

(€ millions) 31/12/2023 31/12/2022
Paid in current year in respect of previous year:
Dividend per share (€) 10.00 9.75
Payment to shareholders of the Altarea Group 203.0 196.9
Proportional payment to the general partner (1.5%) 3.0 3.0
Total 206.0 199.8
Offer to convert dividends into shares:
Subscription price (€) 95.81
Total amount of conversion into shares 32.1
Rate of conversion of dividends into shares on the 50% option 31.66%

The payment of a dividend of €10.0 per share for the 2022 financial year was approved at the Shareholders' Meeting of 8 June 2023.

A partial conversion option of the dividend into shares was also offered to shareholders. They had the choice between:

  • a payment 100% in cash;
  • a payment 50% in shares and 50% in cash.

Proposed payment in respect of 2023

For the 2023 financial year, a dividend of €8.00 per share will be proposed to the Annual General Meeting called to approve the financial statements for the year ending 31 December 2023.

Shareholders will also be offered the option to partially convert the dividend into shares. They will be free to choose between:

  • a payment 100% in cash;
  • a payment 75% in shares, and 25% in cash.

6.2 Net financial debt and guarantees

Current and non-current borrowings and financial liabilities, and net cash

"Non-cash" change
(€ millions) 31/12/2022 Cash flow Spreading
of issue
costs
Change in
scope of
consolidation
Present
value
adjustm
ent
Change
in
method
Reclassi
fication
31/12/2023
Bond issues (excluding accrued interest) 1,385.2 (2.9) 1.1 - - - - 1,383.4
Short- and medium-term negotiable securities 372.0 (279.8) - - - - - 92.2
Bank borrowings, excluding accrued interest and overdrafts 699.5 51.0 4.0 53.8 0.1 - - 808.4
Net bond and bank debt, excluding accrued interest and overdrafts 2 456,7 (231.7) 5.1 53.8 0.1 - - 2,284.0
Accrued interest on bond and bank borrowings 26.1 2.1 - 0.3 - - - 28.5
Bond and bank debt, excluding overdrafts 2,482.8 (229.6) 5.1 54.1 0.1 - - 2,312.5
Cash and cash equivalents (952.3) 239.2 - - - (0.0) - (713.1)
Bank overdrafts 24.2 23.5 - - - - - 47.7
Net cash (928.1) 262.7 - - - (0.0) - (665.4)
Net bank and bond debt 1,554.7 33.1 5.1 54.1 0.1 (0.0) - 1,647.1
Equity loans and Group and partners' advances (*) 146.6 (34.8) - 56.3 - (0.0) (0.1) 168.0
Accrued interest on shareholders' advances 0.8 0.5 - (0.1) - 0.0 - 1.1
Lease liabilities 148.8 (19.4) - - - - 16.5 145.9
Contractual fees on investment properties 199.0 0.1 - - - - 18.1 217.3
Net financial debt 2,049.9 (20.4) 5.1 110.2 0.1 (0.0) 34.5 2,179.4

(*) Of which allocation of income to related current accounts for €2.5 million.

6.2.1 Net financial bond and bank debt

Group net financial bond and bank debt amounted to €1,647.1 million at 31 December 2023 compared to €1,554.7 million at 31 December 2022.

During the financial year, the Group notably:

  • reduced its issue of medium-term and short-term negotiable securities (€279.8 million). The Group continued, to a lesser extent, to make use of short- and medium-term resources via NEU-CP (issues up to one year) and NEU-MTN (issues in excess of one year) programmes.
  • set up a seven-year €125 million mortgage loan on one of these assets.

Changes in the scope of consolidation are largely due to the takeover of Woodeum and SNC Logistique Bollène.

As of 31 December 2023, confirmed credit lines were drawn down for an amount of €25 million.

Borrowing costs are analysed in the note on earnings.

Net cash

Net cash amounted to €665.4 million, including cash equivalents (mainly term accounts – for €149.5 million) which are recorded at their fair value at each reporting date.

Breakdown of bank and bond debt by maturity

(€ millions) 31/12/2023 31/12/2022
< 3 months 144.7 400.8
3 to 6 months 74.8 3.3
6 to 9 months 263.3 27.9
9 to 12 months 22.1 7.0
At less than 1 year 505.0 439.0
At 2 years 418.8 414.0
At 3 years 113.4 402.9
At 4 years 60.0 106.5
At 5 years 855.0 60.0
1 to 5 years 1,447.1 983.4
More than five years 422.6 1,096.7
Issuance cost to be amortised (14.5) (12.1)
Total gross bond and bank debt 2,360.2 2,507.0

The portion of debt dated one to five years increased mainly because the 2028 bond issue will now mature in less than five years (with a corresponding decrease in the portion over five years).

Schedule of future interest expenses

(€ millions) 31/12/2023 31/12/2022
< 3 months 2.3 4.2
3 to 6 months (9.6) 3.6
6 to 9 months 8.3 15.9
9 to 12 months (2.9) (0.8)
At less than 1 year (1.8) 23.0
At 2 years 24.4 22.1
At 3 years 18.0 14.7
At 4 years 22.1 7.2
At 5 years 18.1 10.4
1 to 5 years 82.6 54.5

These future interest expenses concern borrowings and financial instruments and are presented exclusive of accrued interest not payable.

Breakdown of bank and bond debt by guarantee

(€ millions) 31/12/2023 31/12/2022
Mortgages 475.0 350.0
Mortgage commitments 82.8 131.8
Moneylender lien 3.3 9.9
Altarea SCA security deposit 223.0 204.0
Not guaranteed 1,590.6 1,823.4
Total 2,374.7 2,519.1
Issuance cost to be amortised (14.5) (12.1)
Total gross bond and bank debt 2,360.2 2,507.0

Mortgages are given as collateral for the financing or refinancing of investment properties. Mortgage commitments and the lender's lien mainly concern Property Development activities.

Breakdown of bank and bond debt by interest rate

Gross bond and bank debt
(€ millions) Variable
rate
Fixed rate Total
As of 31 December 2023 954.6 1,405.6 2,360.2
As of 31 December 2022 1,093.8 1,413.2 2,507.0

The market value of fixed rate debt stood at €1,233.7 million at 31 December 2023 compared to €1,168.1 million at 31 December 2022.

6.2.2 Lease liabilities

Lease liabilities are debts mainly relating to real estate leases and vehicle leases (respectively for the premises occupied and the vehicles used by Group employees).

These liabilities amounted to €145.9 million at 31 December 2023 compared to €148.8 million at 31 December 2022. They are to be seen in light of the right-of-use assets on tangible and intangible assets.

6.2.3 Contractual fees on Investment properties

Contractual fees on investment properties, which are economically different in nature from rental obligations, concern debts relating to temporary occupancy authorisations and construction leases on retail assets (mainly stations).

They amounted to €217.3 million at 31 December 2023 compared to €199.0 million at 31 December 2022 and are to be seen in light of the right-of-use assets on investment properties (assets that generate income). The increase is mainly due to the signing of an amendment to the Temporary Occupancy Authorisation for the Gare de l'Est station.

6.2.4 Breakdown by due date for lease liabilities and contractual fees on investment properties

(€ millions) 31/12/2023 31/12/2022
< 3 months 10.0 4.8
3 to 6 months 4.5 4.8
6 to 9 months 4.6 4.7
9 to 12 months 4.9 5.0
At less than 1 year 24.0 19.3
At 2 years 12.4 18.9
At 3 years 16.8 18.5
At 4 years 17.0 19.0
At 5 years 17.0 17.2
1 to 5 years 63.1 73.6
More than five years 276.1 255.0
Total lease liabilities and contractual
fees on investment properties
-
363.2
-
347.9

6.2.5 Elements of net debt set out in the cash flow table

(€ millions) Cash flow
Issuance of borrowings and other financial liabilities 408.2
Repayment of borrowings and other financial liabilities (677.3)
Change in borrowing and other financial liabilities (269.0)
Repayment of lease liabilities (19.3)
Change in cash balance (262.7)
Total change in net financial debt (CFT) (551.0)
Net bond and bank debt, excluding accrued interest and overdrafts (231.7)
Net cash (262.7)
Equity loans and Group and partners' advances (34.8)
Lease liabilities (19.4)
Contractual fees on investment properties 0.1
Allocation of income to shareholder current accounts (2.6)
Total change in net financial debt (551.0)

6.3 Provisions

(€ millions) 31/12/2023 31/12/2022
Provision for benefits payable
at retirement
14.3 14.0
Other provisions 54.4 21.5
Total provisions 68.7 35.5

The provision for post-employment benefits was valued by an external actuary. The valuation and accounting principles are detailed in the Company's accounting principles and methods. The main assumptions used to assess the commitment are the staff turnover rate, the discount rate and the salary increase rate: a variation of +/-0.25% of these last two criteria would not result in no significant impact.

The valuation of retirement benefits at 31 December 2023 takes into account the amended French Social Security Financing Act, promulgated on 14 April 2023 and published in the Official Journal of 15 April 2023. This reform has no significant impact on the Group's provision.

In addition, in view of the applicable collective bargaining agreement, the Court of Cassation's decision of September 2023 on paid leave has no impact on the Group's financial statements.

Other provisions primarily cover:

  • repayment risk on rental guarantees granted upon the disposal (in part or in whole) of non-current assets;
  • the risk of disputes arising from construction operations,
  • the risk of default by certain co-developers, particularly given the current real estate crisis,
  • as well as estimates of residual risks involving completed programmes (litigation, ten-year guarantee, definitive general statement, etc.).

NOTE 7 ASSETS AND IMPAIRMENT TESTS

7.1 Investment properties

Investment properties Total
(€ millions) measured at
fair value
measured at
cost
right-of-use Assets held
for sale
Investment
properties
As of 31 December 2022 3,793.3 95.5 198.6 7.8 4,095.1
Subsequent investments and expenditures 18.7 11.6 - - 30.3
Change in spread of incentives to buyers (5.4) - - - (5.4)
Disposals/repayment of down payments made (0.8) (0.3) - - (1.0)
Net impairment/project discontinuation - (0.4) - - (0.4)
Transfers to assets held for sale or to or from other
categories
1.2 6.7 - (7.0) 0.9
New right-of-use assets and indexation - - 18.1 - 18.1
Change in fair value (189.8) - (0.0) - (189.8)
Change in scope of consolidation - 1.5 - - 1.5
As of 31 December 2023 3,617.2 114.7 216.7 0.8 3,949.3

As of 31 December 2023, no interest expenses have been capitalised for projects under development and construction.

Investment properties at fair value

The main movements concern changes in the value of shopping centres in operation.

In a general context of falling values, the increase in rents only partially offset the increase in property exit rates (capitalisation rates).

Investment properties valued at cost

The assets under development and under construction recognised at cost mainly concern the development and redevelopment projects of shopping centres in France.

There were no major events during the financial year. One asset, classified as held for sale at 31 December 2022, was reclassified as under development, the sale agreement having been abandoned.

Rights of use on Investment properties

The right-of-use assets on investment properties correspond to the valuation under IFRS 16 of the temporary occupancy authorisation contracts for investment properties. They meet the definition of investment properties and are measured using the fair value model. Subsequently, they are valued at the amount equal to the debt presented on the line of the balance-sheet "Contractual fees on investment properties".

Value Measurement – IFRS 13

In accordance with IFRS 13 "Fair Value Measurement" and the EPRA's recommendation on IFRS 13 "EPRA Position Paper on IFRS 13 – Fair Value Measurement and Illustrative Disclosures, February 2013", the Group chose to present additional parameters used to determine the fair value of its property portfolio.

The Group considered that classifying its assets in level 3 was most appropriate. This treatment reflects the primarily unobservable nature of the data used in the assessments, such as rents from rental statements, capitalisation rates and average annual growth rate of rents. The tables below thus present a number of quantitative parameters used to determine the fair value of the property portfolio. These parameters apply only to shopping centres controlled exclusively by the Group (and therefore do not include assets accounted for under the equity method) and which are measured at fair value by the expert appraisers.

Initial
capitalisation
rate
Rent (in € per
m²)
Discount rate Capitalisation
rate at exit
AAGR of net
rental income
a b c d e
Maximum 8.9% 1441 9.1% 7.6% 5.3%
France Minimum 4.6% 34 5.0% 4.2% 1.6%
Weighted average 5.6% 400 7.0% 5.6% 2.7%

a -The initial capitalisation rate is the net rental income relative to the appraisal value excluding transfer duties.

b - Annual average rent (minimum guaranteed rent plus variable rent) per asset and m².

c - Rate used to discount the future cash flows.

d - Rate used to capitalise the revenue in the exit year in order to calculate the asset's exit value.

e - Average Annual Growth Rate of net rental income.

Based on a Group weighted average capitalisation rate, a +0.25% increase in capitalisation rates would lead to a reduction of -€107.9 million in the value of investment properties (-3.69%), while a -0.25% decrease in capitalisation rates would increase the value of investment properties by €120.1 million (+4.11%).

Breakdown of the portfolio measured at fair value by asset type

(€ millions) 31/12/2023 31/12/2022
Regional shopping centres 2,362.1 2,522.2
Travel retail 505.1 512.5
Retail parks 697.7 704.2
Others 52.3 54.4
TOTAL 3,617.2 3,793.3

Investment working capital requirement

(€ millions) Receivables on fixed
assets
Amounts due on non
current assets
Investment WCR
As of 31 December 2022 0.8 (101.0) (100.2)
Variations 1.7 (0.3) 1.4
Present value adjustment 0.4 - 0.4
Transfers (0.1) (0.0) (0.1)
Change in scope of consolidation - 1.0 1.0
As of 31 December 2023 2.9 (100.3) (97.5)
Change in WCR at 31 December 2023 1.7 (0.3) 1.4

Net acquisitions of assets and capitalised expenditures

(€ millions) 31/12/2023 31/12/2022
Type of non-current assets acquired:
Intangible assets (5.0) (6.8)
Property plant and equipment (8.0) (2.5)
Investment properties (25.2) (33.6)
Total (38.2) (42.9)

7.2 Goodwill and other intangible assets

(€ millions) Gross values Amortisation
and/or
impairment
31/12/2023 31/12/2022
Goodwill 476.9 (241.1) 235.8 214.7
Brands 127.0 (12.0) 115.0 105.4
Customer relationships 203.9 (200.3) 3.6 6.7
Software applications, patents and similar rights 74.4 (59.7) 14.7 17.0
Leasehold right 0.3 (0.0) 0.3 0.3
Others 0.2 (0.1) 0.1 0.1
Other intangible assets 75.0 (59.8) 15.1 17.4
TOTAL 882.7 (513.2) 369.5 344.3
(€ millions) 31/12/2023 31/12/2022
Net values at beginning of the period 344.3 332.5
Acquisitions of intangible assets 5.0 6.8
Disposals and write-offs (0.0) (0.0)
Changes in scope of consolidation and other 46.0 13.6
Net allowances for depreciation (25.8) (8.4)
Net values at the end of the period 369.5 344.3

Goodwill generated by the Property Development business

Goodwill relates to the various acquisitions made by the Group.

As indicated in notes 2.3.7 "Monitoring the value of noncurrent assets (excluding financial assets and investment property) and impairment losses", and in the absence of fair value less costs to sell available at the balance sheet date, the recoverable amount of cash-generating units (CGUs) is determined on the basis of their value in use.

The recoverable amount of each group of assets tested was compared with its value in use, defined as the sum of discounted future net cash flows, determined by an independent expert as part of the annual closing.

Cash flows have been determined on the basis of business plans drawn up over a period of 5 years by the operational and financial managers of a CGU or group of CGUs. The main assumptions used in these business plans (in particular, the volume of operations under construction and identified operations, and the volume and target margin rate on completion of Residential operations) have been presented to and approved by the Managing Partners on the basis of macro-economic forecasts for the sector and the Group's future strategy.

This business plan takes into account a sharp cycle change linked to the ongoing real estate crisis (demand crisis coupled with inflation in construction costs). It forecasts an adjustment phase during the years 2024-2025 before the market regains its balance, a period the Group intends to leverage to undergo a profound transformation of its industrial model (offering and model) and work on the sourcing and structuring of "next-generation" operations, affordable, decarbonized, and profitable, which will be launched from the end of 2024. This new model is expected to reach its full capacity by 2028.

The main assumptions used to calculate the enterprise values of these businesses are as follows:

the discount rate is between 9.25% and 9.75%,

free cash flows over the business plan horizon are based on business volume and operating margin assumptions that take into account known economic and market assumptions at the date of preparation (see above);

the perpetual growth rate is equal to 2.25%.

At 31 December 2023, based on the assumptions described above, the fair values of the economic assets of the Residential and Business Property segments exceeded their net book values. No impairment was therefore recognized as of December 31, 2023.

A sensitivity of + or - 1% to the discount rate and + or - 0.25% to the perpetual growth rate would result in the valuation of the economic assets of the Residential and Business Property sectors still being higher than their carrying amounts at 31 December 2023.

The discount rate leading to a value equal to the net book value of the CGUs, all else being equal, would be 14.5%. Similarly, the perpetual growth rate leading to a value equal to the net book value, all else being equal, would be -10%. Finally, the terminal EBITDA margin rate leading to a value equal to the net book value, all else being equal, would be 3%.

Brands

The Group owns several brands measured at a total value of €115.0 million.

Impairment tests taking into account potential changes in the useful life were conducted, based on an assessment by an independent expert. The consequences of these tests were considered in the consolidated accounts as of December 31, 2023, with some resulting in impairment (approximately 12 million euros recorded in the statement of comprehensive income under the line "Net impairment losses on other noncurrent assets" and in the detailed income statement note under the lines "Net depreciation and provisions"). Furthermore, sensitivity tests on the values of other brands do not present a risk of impairment (+/- 1% on the discount rate, +/- 0.1% on the royalty rate).

7.3 Right-of-use on tangible and intangible fixed assets

(€ millions) Land and
Constructi
ons
Vehicles Others Gross
rights to
use
Amort./
Dep. Land
and
Constructi
ons
Amort./
Dep.
Vehicles
Amort./
Dep.
Others
Amort.
(€
thousands)
Net rights to
use
As of 31 December
2022
160.8 5.0 0.2 166.0 (40.5) (2.2) (0.2) (42.8) 123.1
New contracts/Increases 13.7 2.8 - 16.5 (16.5) (1.8) (0.0) (18.3) (1.8)
Contract
terminations/Reversals
(3.0) (1.1) (0.2) (4.3) 2.5 0.9 0.2 3.6 (0.8)
As of 31 December
2023
171.5 6.7 0.0 178.1 (54.4) (3.1) (0.0) (57.5) 120.6

The assets recognised in respect of right-of-use property leases mainly concern the leases of premises occupied by the Group's employees, and vehicle leases.

These assets are initially measured at cost with a corresponding lease liability (see Note 6.2). They are amortised on a straight-line basis over the reasonably certain lease term.

The lease term used for each contract corresponds to the reasonably certain lease term, i.e. the non-cancellable period adjusted for early termination options that the Group is reasonably certain not to exercise and extension options the Group is reasonably certain to exercise.

The changes are related to the signing of new property leases and/or the revision of contracts such as:

  • changes to the rental contract,
  • increase or decrease in the lease term or the amount of rents indexed to an index or rate.

7.4 Operational working capital requirement (WCR)

Summary of components of operational working capital requirement

Flows
(€ millions) 31/12/2023 31/12/2022 Created by
the business
Changes in
consolidation
scope and
transfer
Change in
consolidation
method
Net inventories and work in progress 1,140.6 1,159.3 (150.1) 131.4 -
Contract assets 536.0 723.1 (370.3) 183.3 -
Net trade receivables 326.5 347.1 (45.1) 24.5 -
Other operating receivables net 600.8 552.2 (53.3) 101.9 0.0
Trade and other receivables net 927.4 899.3 (98.4) 126.4 0.0
Contract liabilities (257.0) (351.4) 94.4 - -
Trade payables (1,121.4) (935.9) (132.9) (52.6) (0.0)
Other operating payables (592.9) (574.2) 236.1 (254.8) 0.0
Trade payables and other operating liabilities (1,714.4) (1,510.1) 103.2 (307.4) 0.0
Operational WCR 632.6 920.2 (421.2) 133.6 0.0

The Group's operational working capital requirement (excluding receivables and payables on the sale or acquisition of non-current assets) is essentially linked to the Property Development sector and its reduction directly linked to the Residential business.Changes in the scope of consolidation and transfers are mainly related to the takeovers of Woodeum and SNC Logistique Bollène.

7.4.1 Inventories and pipeline products

(€ millions) Gross inventories Impairment Net inventories
As of 1 January 2022 939.1 (16.5) 922.6
Change 170.5 0.6 171.0
Increases - (18.3) (18.3)
Reversals - 7.4 7.4
Transfers to or from other categories 43.6 0.5 44.1
Change in scope of consolidation 32.4 - 32.4
As of 31 December 2022 1,185.7 (26.4) 1,159.3
Change (56.8) (0.0) (56.8)
Increases - (95.9) (95.9)
Reversals - 2.5 2.5
Transfers to or from other categories (0.6) - (0.6)
Change in scope of consolidation 131.9 0.1 132.0
As of 31 December 2023 1,260.2 (119.6) 1,140.6

The change in inventories and work-in-progress is mainly due to the change in the Group's Property Development business, including the study costs and depreciation in land bank following the review of the project portfolio.

Changes in the scope of consolidation are mainly related to the takeovers of Woodeum and SNC Logistique Bollène.

7.4.2 Trade and other receivables

(€ millions) 31/12/2023 31/12/2022
Gross trade receivables 374.9 390.2
Opening impairment (43.0) (43.9)
Increases (17.5) (15.6)
Change in scope of consolidation (0.0) 0.4
Reclassification 0.2 -
Reversals 11.9 15.8
Other changes (0.0) 0.3
Closing impairment (48.4) (43.0)
Net trade receivables 326.5 347.1
Advances and down payments paid 49.4 50.1
VAT receivables 390.2 340.5
Sundry debtors 48.4 48.6
Prepaid expenses 68.6 70.7
Principal accounts in debit 55.1 43.9
Total other operating receivables gross 611.7 553.8
Opening impairment (1.6) (1.0)
Increases (9.5) (1.2)
Reversals 0.2 0.6
Closing impairment (10.8) (1.6)
Net operating receivables 600.8 552.2
Trade receivables and other operating receivables 927.4 899.3
Receivables on sale of assets 2.9 0.8
Trade and other receivables 930.2 900.1

Detail of trade receivables due

(€ millions) 31/12/2023
Total gross trade receivables 374.9
Impairment of trade receivables (48.4)
Total net trade receivables 326.5
Trade accounts to be invoiced (42.6)
Non eligibles clients (74.7)
Trade accounts receivable due 209.3
(€ millions) Total On time At 30 days At 60 days At 90 days More than 90
days
Trade accounts receivable due 209.3 101.1 2.1 41.8 3.0 61.3

Trade receivables

The Group carries out a case-by-case analysis to assess the credit risk of its tenants in centres in operation, and to write down, if necessary, the receivables of tenants where there is evidence that the Company will not be able to collect all amounts due.

Trade receivables related to the Property Development business result from the transformation of contract assets (into receivables) as funds are called from customers under the Group's unconditional right to receive cash.

Advances and down payments paid

Advances and down payments correspond primarily to compensation for loss of use paid by the Group to the sellers of land when preliminary sales agreements are signed (for those not covered by guarantees) as part of its Property development business. They are offset against the price to be paid on completion of the purchase.

Charges for the period of €9.5 million mainly relate to the impairment of fixed asset indemnities paid as part of the review of the Residential property portfolio.

Principal accounts in debit

As part of its property management business and real estate transactions, the Group presents the cash balance it manages for third parties on its balance sheet.

7.4.3 Trade and other payables

(€ millions) 31/12/2023 31/12/2022
Trade payables and related accounts 1,121.4 935.9
Advances and down payments received from clients 10.9 20.2
VAT collected 284.1 302.7
Other tax and social security payables 53.0 77.9
Prepaid income 27.3 15.5
Other payables 163.6 114.1
Principal accounts in credit 54.0 43.8
Other operating payables 592.9 574.2
Amounts due on non-current assets 100.3 101.0
Trade and other payables 1,814.7 1,611.1

Other payables

Other liabilities increased to €163.6 million compared to €114.1 million in 2022. This change is mainly due to:

  • the 100% consolidation of Woodeum for € 8.9 million,
  • the guarantees for loss of use which the Group deemed it would have to pay if the project was abandoned for €9.3 million,
  • an increase in performance guarantees and miscellaneous retentions,
  • accrued charges on Retail assets.

Payables on acquisition of assets

Payables on acquisition of assets correspond mainly to debts to suppliers for shopping centres just completed or under development.

NOTE 8 MANAGEMENT OF FINANCIAL RISKS

The Group is exposed to the following risks as part of its operational and financing activities: interest rate risk, liquidity risk, counterparty risk and currency risk.

As the Group does not carry out any transactions in foreign currencies, it is not subject to currency risk.

8.1 Carrying amount of financial instruments by category

As of 31 December 2023

Financial assets and
liabilities carried at amortised
cost
Financial assets and liabilities carried at fair value
(€ millions) Total
carrying
amount
Non-financial
assets
Loans
Receivables
Liabilities at
amortised cost
Equity
instruments
Assets and
liabilities at fair
value through
profit and loss
Level 1 (a) Level 2 (b) Level 3 (c)
NON-CURRENT ASSETS 362.7 82.4 258.9 - 1.1 20.3 - 20.3 -
Securities and investments in equity affiliates 327.1 82.4 244.7 - - - - - -
Non-current financial assets 35.6 - 14.2 - 1.1 20.3 - 20.3 -
CURRENT ASSETS 1,770.8 - 1,518.2 - - 252.6 - 252.6 -
Trade and other receivables 930.2 - 930.2 - - - - - -
Current financial assets 25.8 - 25.8 - - - - - -
Derivative financial instruments 101.7 - - - - 101.7 - 101.7 -
Cash and cash equivalents 713.1 - 562.2 - - 150.9 - -
NON-CURRENT LIABILITIES - - - - - - - - -
Borrowings and financial liabilities 2,254.8 - - 2,254.8 - - - - -
Deposits and security interests received 44.6 - - 44.6 - - - - -
CURRENT LIABILITIES - - - - - - - - -
Borrowings and financial liabilities 637.7 - - 637.7 - - - - -
Derivative financial instruments 32.0 - - 31.3 - 0.7 - 0.7 -
Trade and other payables 1,814.7 - - 1,814.7 - - - - -

(a) Financial instruments listed on an active market.

(b) Financial instruments whose fair value is determined using valuation techniques based on observable market inputs.

(c) Financial instruments whose fair value (in whole or in part) is based on non-observable inputs.

Equity instruments mainly comprise equity securities of non-consolidated companies. At each acquisition, an analysis is carried out to determine the Group's management intention, and therefore its accounting method (change in value through income or by OCI). Cash and cash equivalents breakdown between cash presented under receivables and marketable securities presented as financial assets within Level 1 of the fair value hierarchy.

As of 31 December 2022

Financial assets and
liabilities carried at amortised
Financial assets and liabilities carried at fair value
(€ millions) Total
carrying
amount
Non-financial
assets
Loans
Receivables
cost
Liabilities at
amortised
cost
Equity
instruments
Assets and
liabilities at fair
value through
profit and loss
Level 1 (a) Level 2 (b) Level 3 (c)
NON-CURRENT ASSETS 512.0 204.2 306.0 - 1.8 - - - 1.8
Securities and investments in equity affiliates 491.7 204.2 287.5 - - - - - -
Non-current financial assets 20.3 - 18.5 - 1.8 - - - 1.8
CURRENT ASSETS 2,094.4 - 1,885.6 - - 208.8 48.1 160.6 -
Trade and other receivables 900.1 - 900.1 - - - - - -
Current financial assets 81.4 - 33.2 - - 48.1 48.1 - -
Derivative financial instruments 160.6 - - - - 160.6 - 160.6 -
Cash and cash equivalents 952.3 - 952.3 - - - - - -
NON-CURRENT LIABILITIES 2,494.1 - - 2,494.1 - - - - -
Borrowings and financial liabilities 2,454.8 - - 2,454.8 - - - - -
Deposits and security interests received 39.3 - - 39.3 - - - - -
CURRENT LIABILITIES 2,158.5 - - 2,158.5 - 0.0 - 0.0 -
Borrowings and financial liabilities 547.4 - - 547.4 - - - - -
Trade and other payables 1,611.1 - - 1,611.1 - - - - -

(a) Financial instruments listed on an active market.

(b) Financial instruments whose fair value is determined using valuation techniques based on observable market inputs.

(c) Financial instruments whose fair value (in whole or in part) is based on non-observable inputs.

Equity instruments mainly comprise equity securities of non-consolidated companies. At each acquisition, an analysis is carried out to determine the Group's management intention, and therefore its accounting method (change in value through income or by OCI). Cash and cash equivalents breakdown between cash presented under receivables and marketable securities presented as financial assets within Level 1 of the fair value hierarchy.

8.2 Interest rate risk

The Group is exposed to market risk, particularly with regard to interest rate risk. The Group uses a number of financial instruments to cope with this risk. The Group holds a portfolio of swaps and caps designed to hedge against interest rate risk on its financial debts.

The objective is to reduce, where it deems appropriate, fluctuations in cash flows linked to changes in interest rates.

Derivative instruments are measured and recognised at fair value in the balance sheet based on external valuations. Changes in the fair value of derivative instruments are always recognised in income. The Group has not opted for hedge accounting.

The Group mainly uses credit markets.

Position in derivative financial instruments

(€ millions) 31/12/2023 31/12/2022
Interest-rate swaps 81.5 126.7
Interest-rate caps 17.0 28.4
Accrued interest not yet due 2.5 5.5
Premiums and balances remaining to be paid (31.3) -
Total 69.7 160.6

Derivatives were valued by discounting future cash flows estimated according to interest rate curves at 31 December 2023.

Maturity schedule of derivative financial instruments (notional amounts)

As of 31 December 2023

(€ millions) 31/12/2023 31/12/2024 31/12/2025 31/12/2026 31/12/2027 31/12/2028
ALTAREA – pay fixed – swap 925.0 1,150.0 950.0 875.0 875.0 650.0
ALTAREA – pay floating rate – swap - - - - - -
ALTAREA – pay fixed – swap 500.0 - - - - -
ALTAREA – cap 262.5 262.5 262.5 262.5 262.5 -
Total 1,687.5 1,412.5 1,212.5 1,137.5 1,137.5 650.0
Average hedge ratio 1.39% 1.28% 1.33% 1.40% 1.40% 0.83%

As of 31 December 2022

(€ millions) 31/12/2022 31/12/2023 31/12/2024 31/12/2025 31/12/2026 31/12/2027
ALTAREA – pay fixed – swap 500.0 1,025.0 1,025.0 825.0 825.0 825.0
ALTAREA – pay floating rate – swap 300.0 - - - - -
ALTAREA – cap 262.5 262.5 262.5 262.5 262.5 262.5
Total 1,062.5 1,287.5 1,287.5 1,087.5 1,087.5 1,087.5
Average hedge ratio (0.13)% 0.34% 0.33% 0.37% 0.36% 0.36%

Management position

As of 31 December 2023

(€ millions) 31/12/2023 31/12/2024 31/12/2025 31/12/2026 31/12/2027 31/12/2028
Fixed-rate bond and bank loans (1,405.6) (1,129.5) (794.3) (743.9) (743.8) (293.8)
Floating-rate bank loans (954.6) (725.4) (641.8) (578.9) (519.0) (114.0)
Cash and cash equivalents (assets) 713.1 - - - - -
Net position before hedging (1,647.1) (1,854.9) (1,436.2) (1,322.8) (1,262.8) (407.8)
Swap 925.0 1,150.0 950.0 875.0 875.0 650.0
Swaption 500.0 - - - - -
Cap 262.5 262.5 262.5 262.5 262.5 -
Total derivative financial instruments 1,687.5 1,412.5 1,212.5 1,137.5 1,137.5 650.0
Net position after hedging 40.4 (442.4) (223.7) (185.3) (125.3) 242.2

As of 31 December 2022

(€ millions) 31/12/2022 31/12/2023 31/12/2024 31/12/2025 31/12/2026 31/12/2027
Fixed-rate bond and bank loans (1,413.2) (1,390.6) (1,135.3) (796.1) (745.6) (745.6)
Floating-rate bank loans (1,093.8) (677.4) (518.7) (455.0) (399.0) (339.0)
Cash and cash equivalents (assets) 952.3 - - - - -
Net position before hedging (1,554.7) (2,068.0) (1,654.0) (1,251.1) (1,144.6) (1,084.6)
Swap 800.0 1,025.0 1,025.0 825.0 825.0 825.0
Cap 262.5 262.5 262.5 262.5 262.5 262.5
Total derivative financial instruments 1,062.5 1,287.5 1,287.5 1,087.5 1,087.5 1,087.5
Net position after hedging (492.2) (780.5) (366.5) (163.6) (57.1) 2.9

Analysis of interest-rate sensitivity:

The following table shows the interest-rate sensitivity (including the effect of hedging instruments) of the entire portfolio of floatingrate borrowings from credit establishments and derivative instruments.

Increase/decrease in Impact of the gain (-) or loss (+) on Impact on the value of the portfolio of
interest rates pre-tax the financial instruments
31/12/2023 +50 bps +€0.9 million +€31.7 million
-50 bps -€0.2 million -€32.6 million
31/12/2022 +50 bps +€0,1 million +€30,1 million
-50 bps -€0.6 million -€31,2 million

8.3 Liquidity risk

CASH

The Group maintained significant access to liquidity, accompanied by good conditions.

The Group had a positive cash position of €713.1 million at 31 December 2023, compared to €952.3 million at 31 December 2022. This represents its main tool for management of liquidity risk (see Note 6.2.1 "Net financial bond and bank debt").

In 2023, an automated Group cash-pooling scheme was set up for almost the entire scope of consolidation (including partner companies). Thus, almost all of the cash on the balance sheet is available for the Group's operations.

At 31 December 2023, the Group can also draw down an additional €1,435 million (in the form of unused confirmed

corporate credit lines not allocated to development projects or operations), to use without restriction.

FINANCIAL COVENANTS AND RATIOS

The Group is also required to comply with a certain number of financial covenants that contribute to the monitoring and management of the Group's financial risks.

The covenants with which the Group must comply concern the listed corporate bond and bank loans, for €1,428 million.

The bond issue subscribed for by Altareit SCA (€334.5 million) is subject to leverage covenants.

They are listed below:

Altarea Group
covenants
31/12/2023 Consolidated
Altareit
covenants
31/12/2023
Loan To Value (LTV)
Net bond and bank financial debt/re-assessed value of the Company's assets < 60% 28.7%
Interest Cover Ratio (ICR)
Operating income (FFO column or cash flow from operations)/Company's net
borrowing costs (FFO column)
> 2 7.5
Leverage
Gearing: Net financial debt/Equity ≤ 3.25 0.2
ICR: EBITDA/Net interest expenses ≥ 2 5.4

At 31 December 2023, the Company met all its covenants. In the highly likely event that certain debt may be required to be partially repaid at a subsequent date, the amount of these repayments would be recognised under current liabilities until the maturity date.

COUNTERPARTY RISK

In the course of its business, the Group is exposed to two main categories of counterparty: financial institutions and tenants.

With regard to financial institutions, credit and/or counterparty risks relate to cash and cash equivalents, derivatives arranged to hedge interest rate risk, and the banking institutions with which these products are arranged.

To limit this risk, the Group only arranges hedging with leading financial institutions. The selected vehicles have a very limited risk profile and are monitored.

With regard to tenants, the Group believes it has no significant exposure to credit risk due to its diversified portfolio of tenants. In the Retail business, tenants also provide financial guarantees, mainly in the form of security deposits, on signing lease agreements.

NOTE 9 RELATED PARTY TRANSACTIONS

Ownership structure of Altarea SCA

31/12/2023 31/12/2022
as a percentage % share capital
and theoretical
voting rights
% actual voting
rights
% share capital
and theoretical
voting rights
% actual voting
rights
Extended Concert (a) 45.51 45.82 45.00 45.48
Crédit Agricole Assurances Group 24.11 24.27 24.56 24.82
APG (ABP) 6.65 6.69 7.06 7.14
Opus Investment BV (b) 1.59 1.60 1.62 1.63
Treasury Shares 0.66 - 1.05 -
FCPE 1.20 1.21 1.09 1.10
Public 20.28 20.42 19.62 19.83
Total 100.00 100.00 100.00 100.00

(a) The controlling group of Alain Taravella (comprising the companies he controls and the members of his family), Jacques Nicolet (including the company he controls), and Jacques Ehrmann, acting in concert.

(b) Directed and controlled by Christian de Gournay, and the shares held by him.

Related party transactions

The Group's main related parties are the companies controlled by Alain Taravella, founding Chairman of the Group, and his family, which hold stakes in Altarea: AltaGroupe, AltaPatrimoine and Altager.

The Company is managed by Altafi 2, chaired by Alain Taravella and whose share capital is wholly owned by AltaGroupe. Jacques Ehrmann is Chief Executive Officer of Altafi 2.

Transactions with these related parties mainly relate to services rendered by the aforementioned Management and to a lesser extent, services and rebillings by the Company to AltaGroupe and its subsidiaries.

Coordinating services provided to the Company

In order to formalise the services habitually provided to Altarea by AltaGroupe, the coordinating holding Company, and to spell out the services provided by the latter, a coordination agreement was signed in 2017, in which the previously applied conditions were unchanged. A new coordination agreement, which replaces the previous one, was signed in 2022 between AltaGroupe, on the one hand, and Altarea, inter alii, on the other.

Assistance services and rebilling by the Company and its subsidiaries

Assistance services and rebilling of rents and other items are recognised as a deduction from other company overhead costs in the amount of €0.1 million. Services invoiced to related parties by the Altarea Group are invoiced on an arm's length basis.

Assets and liabilities toward related parties

Altafi 2 SAS
(€ millions) 31/12/2023 31/12/2022
Trade and other receivables 0.2 0.3
TOTAL ASSETS 0.2 0.3
Trade and other payables(a) 0.6 0.8
TOTAL LIABILITIES 0.6 0.8

(a) Corresponds to Management's variable compensation.

In addition, management fee agreements have been put in place to remunerate the services provided by Altarea, Altareit and Altarea Management for the benefit of Group companies. The remuneration of these management fees has been defined by mutual agreement according to the cost of the services provided and is in line with the market price.

Compensations of the Management

Management compensation is received entirely by Altafi 2 in the form of fees.(5)

No share-based compensation or other short-term or longterm or other forms of compensation were paid by Altarea or its subsidiaries to the Management.

The fixed remuneration of Management in respect of Altarea and Altareit is €1.8 million for 2023.

The annual variable compensation of the Managing Partners potentially payable by Altarea depends partly on the FFO per share for the financial year and partly on the achievement of extra-financial climate-related targets. The amount paid by Altareit is based partly on the consolidated net income, Group share, for the financial year, above a preset threshold and partly on the achievement of extrafinancial objectives related to the climate and human resources.

For information purposes, it stood at €0.5 million at 31 December 2023.

The total amount of fixed and variable compensation that may be paid to the Managing Partners by Altarea and Altareit for the 2023 financial year is capped at €3.5 million (cap of €4 million in 2022).

from Altarea or its subsidiaries during the year. He receives compensation from a holding company that holds a stake in Altarea and that he controls with his family.

(5) Alain Taravella, as Co-Manager in a personal capacity of Altarea until 12 December 2022 (Altafi 2 and Atlas, chaired by Alain Taravella continue to be Co-Managers of Altarea), received no compensation

Compensation of the Group's senior executives

(€ millions) 31/12/2023 31/12/2022
Gross wages(a) 4.2 4.1
Social security contributions 1.8 1.7
Share-based payments(b) 8.5 8.7
Number of shares delivered during the
period
22,391 30,558
Post-employment benefits(c) 0.0 0.0
Other short- or long-term benefits and
compensation(d)
0.0 0.0
Termination indemnities(e) - -
Employer contribution on free shares
delivered
0.5 0.9
Post-employment benefit commitment 0.8 0.7

(a) Fixed and variable compensation.

(b) Charge calculated in accordance with IFRS 2.

(c) Pension service cost according to IAS 19, life insurance and medical care.

(d) Benefits in kind, directors' fees and other compensation vested but payable in the future (short- or long-term).

(e) Post-employment benefits, including social security costs.

In number of rights on equity in circulation 31/12/2023 31/12/2022
Rights to Altarea SCA's free shares
grants
153,406 142,231

The information presented relates to the compensation and benefits granted (i) to executive corporate officers for offices held in subsidiaries and (ii) to the Group's main salaried executives.

NOTE 10 GROUP COMMITMENTS AND CONTINGENT LIABILITIES

10.1 Off-balance sheet commitments

The main commitments given by the Group are mortgages and mortgage commitments made to secure loans or lines of credit from credit establishments.

Pledges of securities and undertakings not to sell or assign ownership units are also made by the Company to secure certain loans.

These commitments appear in Note 6.2 "Net financial debt and guarantees".

In addition, the Company has received commitments from banks for unused credit lines, which are described in Note 8.3 "Liquidity risk".

All other material commitments are set out below:

(€ millions) 31/12/2022 31/12/2023 Less than
1 year
From one
to five
years
More
than five
years
Commitments received
Commitments received relating to financing (excl. borrowings) - - - - -
Commitments received relating to Company acquisitions 11.9 11.5 1.1 10.5 -
Commitments received relating to operating activities 123.8 129.2 106.3 6.9 15.9
Security deposits received in the context of the Hoguet Act (France) 96.7 101.3 101.3 - -
Security deposits received from tenants 24.3 25.1 3.8 6.9 14.4
Payment guarantees received from customers 1.5 1.5 - - 1.5
Other commitments received relating to operating activities 1.3 1.3 1.3 - -
Total 135.6 140.7 107.4 17.4 15.9
Commitments given
Commitments given relating to financing (excl. borrowings) 11.0 11.0 5.0 6.0 -
Commitments given relating to Company acquisitions 48.6 38.5 0.3 38.2 -
Commitments given relating to operating activities 2,220.1 2,120.5 1,215.0 879.0 26.6
Construction work completion guarantees (given) 1,885.3 1,805.5 1,105.5 700.1 -
Guarantees given on forward payments for assets 225.8 189.1 52.9 135.2 1.0
Guarantees for loss of use 43.5 81.0 40.9 39.6 0.5
Other sureties and guarantees granted 65.5 44.9 15.7 4.2 25.0
Total 2,279.7 2,170.0 1,220.3 923.2 26.6

Commitments received

COMMITMENTS RECEIVED RELATING TO ACQUISITIONS/DISPOSALS

As part of its acquisition of the developer Severini, the Group received a commitment from the sellers to guarantee it until 31 January 2025 against any damage or loss up to €2 million, incurred by the Group as a result of the business activities, with a cause or origin predating 31 March 2018.

As part of its acquisition of the developer XF, the Group received a liability guarantee from the sellers in the amount of €2.3 million expiring at the end of July 2025.

COMMITMENTS RECEIVED RELATING TO OPERATING ACTIVITIES

Security deposits

Under France's "Hoguet Act", the Group holds security deposits received specialist bodies in an amount of €101.3 million as a guarantee covering its real estate management and trading activities.

The Group also receives security deposits from its tenants to guarantee that they will pay their rent.

Payment guarantees received from customers

The Group receives customer payment guarantees issued by financial institutions to guarantee sums payable by the customer. They mainly relate to Retail and Office property development projects.

Other commitments received

In its Property Development business, the Group receives deposits on construction contracts from contractors to cover holdbacks (up to 5% of the amount of the contract – noncosted commitment).

Commitments given

COMMITMENTS GIVEN RELATING TO FINANCING ACTIVITIES

The Group makes representations and warranties or contingent consideration when disposing of shares in subsidiaries and affiliates. When the Group considers that it is probable that there will be a cash outlay under the terms of these guarantees, it sets aside allowances to provisions and their amount is reassessed at each closing date.

The main commitments concern:

  • undertaking to subscribe for the capital of companies comprising the AltaFund investment fund in the amount of €3.5 million (firm commitment for identified projects);
  • liability guarantees of €35 million given following the disposal of miscellaneous assets.

As part of the Crédit Agricole Assurances agreements, the Group has signed a certain number of legal undertakings that restrict the liquidity of its shareholding under certain conditions.

COMMITMENTS GIVEN RELATING TO OPERATING ACTIVITIES

Construction work completion guarantees

Completion guarantees are given to customers as part of offplan sales and are provided on behalf of Group companies by financial institutions, mutual guarantee organisations or insurance companies. They are reported in the amount of risk borne by the financial institution that issued the guarantee.

In return, Group companies give financial institutions a promise of mortgage security and an undertaking not to sell ownership units.

Guarantees on forward payments for assets

These guarantees mainly cover purchases of land or buildings for the Property Development business.

Guarantees for loss of use

As part of its Property Development activities, the Group signs preliminary sales agreements with landowners, the execution of which is subject to conditions precedent, including conditions relating to obtaining administrative authorisations. In return for their undertakings, landowners receive compensation for loss of use, which takes the form of an advance (carried on the asset side of the balance sheet) or a surety (an off-balance sheet commitment). The Group undertakes to pay the compensation for loss of use if it decides not to buy the land when the conditions precedent are met.Other sureties and guarantees granted

The other sureties and guarantees given mainly relate to the Group's involvement in AltaFund, its Business property real

10.2 Contingent liabilities

The Group is not subject to any significant rectification proposal as of 31 December 2023

No other new litigation or governmental, legal, or arbitration proceedings that are likely to have significant effects on the Company's financial position or profitability arose in the period, other than those for which a provision has been recognised (see Note 6.3 "Provisions") or for which the case is ongoing.

Regarding the Primonial litigation, in agreement with its advisors, no provision has been recorded by the Group (see note 4.1 "Major events").

estate investment fund, and guarantees given as part of its development activity.

Reciprocal commitments

Notably in the ordinary course of its Property Development activities, the Group enters into reciprocal commitments to ensure the REIT control of future projects. The Group signs bilateral sales agreements with landowners: the owner undertakes to sell its land and the Group commits to buy it if all conditions precedent (administrative and/or marketing) are met.

Other commitments

In the conduct of its proprietary shopping centre development business, Altarea has made commitments to invest in projects initiated and controlled by the Company.

Moreover, in the conduct of its Residential property development, the Group signs new orders (or preliminary sales agreements) with its customers, the execution of which depends on whether the customers meet the conditions precedent, particularly with respect to their ability to secure financing.

As part of its Property Development business, the Group has a future offering consisting of unilateral preliminary sales agreements.

The amount of these commitments is shown in the business review.

Minimum future rents to be received

The total of minimum future rents to be received under noncancellable rental agreements over the period amounted to:

(€ millions) 31/12/2023 31/12/2022
Less than 1 year 200.0 202.0
Between one and five years 433.5 469.4
More than five years 186.6 208.3
Guaranteed minimum rent 820.1 879.8

Rents receivable relate mainly to shopping centres owned by the Group.

NOTE 11 POST-CLOSING EVENTS

There were no major events after the closing date and prior to the approval date of the financial statements.

NOTE 12 APPOINTMENT OF STATUTORY AUDITORS

E&Y Grant Thornton Mazars Others Total
(€ millions) Amount % Amount % Amount % Amount % Amount %
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Statutory audit, certification, examination of individual and consolidated financial statements
- Altarea SCA 0.2 0.3 18% 23% 0% 0% 0.2 0.2 18% 24% 0% 0% 0.5 0.5 16% 18%
- Fully consolidated
subsidiaries
0.9 1.0 70% 69% 0.0 0.4 100% 71% 1.0 0.5 77% 53% 0.2 0.1 100% 100% 2.2 1.9 75% 65%
Services other than the certification of the financial statements
- Altarea SCA 0.2 0.1 11% 7% 0.1 0% 14% 0.1 0% 14% 0% 0% 0.2 0.3 5% 10%
- Fully consolidated
subsidiaries
0.0 0% 2% 0.1 0% 15% 0.1 0.1 5% 9% 0.0 0.0 0% 0% 0.1 0.2 4% 7%
Total 1.3 1.4 100% 100% 0.0 0.6 100% 100% 1.3 0.9 100% 100% 0.2 0.1 100% 100% 2.9 3.0 100% 100%

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