Report on the Audit of the Consolidated Financial Statements and of the Combined Management Report
Audit Opinions
We have audited the consolidated financial statements of Fraport AG Frankfurt Airport Services Worldwide, Frankfurt am Main/Germany, and its subsidiaries (the Group) which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from 1 January to 31 December 2024, and the notes to the consolidated financial statements, including material accounting policy information. We have not audited the content of the remuneration report pursuant to Section 162 German Stock Corporation Act (AktG) referenced under numbers 44 and 54 of the notes to the consolidated financial statements. In addition, we have audited the combined management report for the parent and the group of Fraport AG Frankfurt Airport Services Worldwide, Frankfurt am Main/Germany, for the financial year from 1 January to 31 December 2024. In accordance with German legal requirements, we have not audited the content of the combined non-financial statement included in the combined management report and of the corporate governance statement pursuant to Sections 289f and 315d German Commercial Code (HGB) referred to in the section “Combined corporate governance statement” of the combined management report. Furthermore, we have not audited the disclosures extraneous to management reports marked as unaudited included in the sub-section “Disclosures on the central internal control” in the section “Risks and opportunities” as well as any information provided on the Company’s websites referenced by means of cross-references, which is not provided for by statute, in the combined management report.
In our opinion, on the basis of the knowledge obtained in the audit,
- the accompanying consolidated financial statements comply, in all material respects, with the IFRS® Accounting Standards issued by the International Accounting Standards Board (IASB) (hereinafter “IFRS Accounting Standards”) as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and, in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Group as at 31 December 2024 and of its financial performance for the financial year from 1 January to 31 December 2024; in this respect, our audit opinion on the consolidated financial statements does not cover the content of the remuneration report; and
- the accompanying combined management report as a whole provides an appropriate view of the Group’s position. In all material respects, this combined management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the combined management report does not cover the content of the statements referred to above and of the disclosures extraneous to management reports as well as any information referenced by means of the aforementioned cross-references, which is not provided for by statute.
Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the combined management report.
Basis for the Audit Opinions
We conducted our audit of the consolidated financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation (No. 537/2014; referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the combined management report.
Key Audit Matters in the Audit of the Consolidated Financial Statements
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.
In the following, we present the recoverability of investments in airport operating projects and property, plant and equipment, which we have determined to be a key audit matter.
Our presentation of this key audit matter has been structured as follows:
- a) description (including reference to corresponding information in the consolidated financial statements)
- b) auditor’s response
Recoverability of Investments in Airport Operating Projects, Notably of the Investment in the Porto Alegre Airport in Brazil, and of Property, Plant and Equipment
- a) Fraport AG Frankfurt Airport Services Worldwide, Frankfurt am Main/Germany, disclose the items “Investments in airport operating projects” totalling mEUR 4,547.5 (prior year: mEUR 4,146.8) as well as “Property, plant and equipment” of mEUR 9,850.3 (prior year: mEUR 8,951.5) under non-current assets in its consolidated financial statements. Together, these items account for about 71.1% of total assets (prior year: 69.3%). Investments in airport operating projects include airport concessions allowing the respective airport operator to charge fees to users of the airport infrastructure over a term contractually agreed upon. In return, the Company, as the concessionaire, commits to provide expansion services as well as to operating the airport. Investments in airport operating projects comprise an amount of mEUR 292.4 (prior year: mEUR 344.1) relating to the investment in the Porto Alegre airport in Brazil, where flight operations had to be temporarily suspended in the financial year 2024 on account of severe flooding in the Brazilian state of Rio Grande do Sul. 96.5% of property, plant and equipment relate to property, plant and equipment of Fraport AG (prior year: 95.9%). The assessment of the recoverability of concessions and of property, plant and equipment is done by implication through assessing recoverability of the cash-generating unit the assets have been assigned to. In doing so, the carrying amount of the respective cash-generating unit is compared to the corresponding recoverable amount. The present values of the respective cash-generating units are being determined by means of discounted cash flow models derived from the expected cash flows based on the medium-term planning for the years from 2025 to 2030. Due to the long-term investment intention at the site in Frankfurt am Main/Germany, the executive directors’ planning for the cash-generating units of this site was extrapolated on an aggregated level from 2030 to 2035 and subsequently extrapolated using assumptions of long-term growth rates. In the case of cash-generating units with fixed-term airport concessions, the planning period corresponds to the residual term of the concession agreement. The planning is influenced by expectations on future market development and assumptions of the development of macro-economic parameters. Discounting to the present values is made using discount rates determined on the basis of the weighted average cost of capital of the respective cash-generating unit.
As soon as indications for impairment are identified, the recoverability of the cash-generating unit is assessed by means of an annually updated cash flow model, which takes into account additional blanket risk factors in the discounting rate. Should this initial assessment result in a need for impairment, the indicative impairment test is customised to the circumstances of the cash-generating unit in order to be able to determine a more exact need for impairment.
When it comes to property, plant and equipment, impairment losses of mEUR 20.2 (prior year: none) were recognised in the financial year 2024 for no longer recoverable airport infrastructure under construction at Terminal 1 of Frankfurt Airport. Apart from that, no impairment losses were identified regarding the investments in airport operating projects.
The recoverability assessments made by the executive directors are subject to their evaluation regarding the existence of indications for potential impairment, regarding future cash flows of the respective cash-generating unit, regarding the discount rate used, regarding the growth rate as well as regarding further discretionary assumptions and are thus prone to uncertainties. Against this backdrop, and due to the complexity of the calculations, this matter was of particular significance as part of our audit.
The executive directors’ disclosures regarding the measurements of investments in airport operating projects and of property, plant and equipment are included in sections 4, 10, 18 and 20 of the notes to the consolidated financial statements.
- b) As part of our audit, we gained an understanding of the methodical approach for impairment tests carried out for investments in airport operating projects as well as for property, plant and equipment. In doing so, we initially obtained an understanding of the business activities and of the processes implemented, assessed the design of identified controls relevant to the audit, and determined whether they had been implemented. In this context, we conducted inquiries of relevant contacts and inspected committee minutes as well as investment planning and business planning documents for indications of potential impairment. In doing so, we notably paid attention to indications of material risks, negative business developments and adjustments to the business strategy as well as unexpected market changes.
Based on this, we selected the discounted cash flow models used by considering the materiality and taking into account risk aspects, and critically reviewed them in terms of their calculation methodology as well as estimates made in order to assess whether an impairment loss was on hand. We compared the future cash flows used for the calculation with the resolved planning for the Group and the companies, and reviewed them in terms of their appropriateness, particularly by reconciling them with general and industry-specific market expectations. In doing so, we critically examined the assumptions made and the data used. To the extent we deemed necessary for our audit opinion, we personally inspected the circumstances at selected foreign airports, especially also at Porto Alegre/Brazil airport, which was affected by severe flooding, in order to be able to assess the assumptions made in the group planning with regard to their feasibility. Where the planning was adjusted for the purpose of impairment tests with not immaterial effects, we discussed the adjustments made with the responsible parties and critically traced the calculations as well as the contents. In the case of need for impairment identified in individual cases, we audited whether impairment losses were properly recognized. As part of our audit, we – together with specialists – carried out a detailed examination of the measurement parameters used for determining the discount rates, particularly by reconciling them with market data, due to the high sensitivity of the measurements when it comes to the discount rate used. Furthermore, we traced the sensitivity analyses prepared by the Company and, in the case of cash-generating units, additionally conducted our own sensitivity analyses with little headroom.
We audited the completeness and accuracy of necessary disclosures in the notes to the consolidated financial statements for cash-generating units for which a change of an assumption considered possible would lead to a recoverable amount below the carrying amount.
Other Information
The executive directors and/or the supervisory board are responsible for the other information. The other information comprises
- the report of the supervisory board,
- the remuneration report referenced in the notes to the consolidated financial statements,
- the combined non-financial statement which includes the disclosures on the non-financial reporting pursuant to Sections 289b to 289e HGB as well as Sections 315b and 315c HGB,
- the corporate governance statement,
- the disclosures extraneous to management reports included in the combined management report, which are marked as unaudited,
- any information provided on the Company’s websites referenced by means of cross-references, which is not provided for by statute, in the combined management report,
- the executive directors’ confirmations pursuant to Sections 297 (2) sentence 4 and 315 (1) sentence 5 HGB regarding the consolidated financial statements and the combined management report, and
- the report of the supervisory board which is expected to be presented to us after the date of this auditor’s report,
- but not the consolidated financial statements, not the audited content of the disclosures in the combined management report and not our auditor’s report thereon.
The supervisory board is responsible for the report of the supervisory board. The executive directors and the supervisory board are responsible for the statement according to Section 161 AktG concerning the German Corporate Governance Code, which is part of the corporate governance statement, as well as for the remuneration report pursuant to Section 162 AktG. Otherwise the executive directors are responsible for the other information.
Our audit opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information identified above and, in doing so, to consider whether the other information
- is materially inconsistent with the consolidated financial statements, with the audited content of the disclosures in the combined management report or our knowledge obtained in the audit, or
- otherwise appears to be materially misstated.
Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report
The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e. fraudulent financial reporting and misappropriation of assets) or error.
In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.
Furthermore, the executive directors are responsible for the preparation of the combined management report that as a whole provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report.
The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the combined management report.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also
- identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of internal control or these arrangements and measures of the Group.
- evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
- conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
- evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS Accounting Standards as adopted by the EU and with the additional requirements of German commercial law pursuant to Section 315e (1) HGB.
- plan and perform the audit of the consolidated financial statements in order to obtain sufficient appropriate audit evidence regarding the financial information of the entities or of the business activities within the Group, which serves as a basis for forming audit opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and inspection of the audit procedures performed for the purposes of the group audit. We remain solely responsible for our audit opinions.
- evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with German law, and the view of the Group’s position it provides.
- perform audit procedures on the prospective information presented by the executive directors in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken or safeguards applied to eliminate independence threats.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the current period and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter.