2019 / 20 UNIVERSAL REGISTRATION DOCUMENT
Infinite connectivity CREATING SPACE FOR YOUR COMMUNICATIONS
Every day, Eutelsat demonstrates its expertise as a satellite company which contributes essential resources supporting the growth of digital communications.
As a player at the heart of the video and broadband markets, the greatest advances are yet to come. Ongoing progress brings with it the prospect of an increased role for satellites in order to optimise the use of spectrum, a valuable and finite resource, and to transform the digital society into an environment of economic and social benefit for all.
With these goals in mind, our Group is pursuing a development strategy based on investment and innovation, operational excellence and the creation of lasting value.
>30 years of Eutelsat Communications €1,278 M revenues for 2019-20
39 satellites operated(1) ~1,000 employees
(1) At 30 June 2020. CONTENTS
LETTER FROM RODOLPHE BELMER, CHIEF EXECUTIVE OFFICER 2
LETTER FROM DOMINIQUE D'HINNIN, CHAIRMAN OF THE BOARD OF DIRECTORS 4
PRESENTATION OF EUTELSAT 1 COMMUNICATIONS 5 5 REGULATION 125
1.1 Highlights of the financial year, outlook 5.1 Regulations governing frequency assignments and key figures 6 and international coordination 126 1.2 Group activities, main markets and competition 12 5.2 Regulations governing the operation of earth 1.3 In-orbit operations 22 stations, the deployment of networks, the 1.4 Management 28 operation of electronic communications networks and the provision of electronic 1.5 Social and societal responsibility 28 communications services 130 5.3 Regulations governing content 132 5.4 Regulations governing space operations 134 CORPORATE GOVERNANCE 29 5.5 U.S. export control requirements (regulations 2 governing the activities of the Group’s suppliers) 136 5.6 Other provisions applicable to the Group 136 2.1 Composition of the Board of Directors 30 2.2 Key management personnel 40 2.3 Information on compensation paid to Company Directors and Corporate Officers 42 6 FINANCIAL INFORMATION 139 2.4 Shareholding in the Company capital by administrative and management members 67 6.1 Review of Eutelsat communications’ 2.5 Corporate governance 68 financial position 140 6.2 Consolidated financial statements as of 30 June 2020 152 CORPORATE ENVIRONMENTAL, 6.3 Annual financial statements 3 SOCIAL AND SOCIETAL RESPONSIBILITY 75 as of 30 June 2020 190
3.1 Business model, Challenges and CSR policy 77 3.2 Societal information 80 7 OTHER INFORMATION 201 3.3 Environmental information 86 3.4 Social information 91 7.1 Legal information regarding the Group 202 3.5 Integrity and Ethics 97 7.2 Other operational information 208 3.6 Other human rights actions 99 7.3 Principal shareholders 211 3.7 Indicators 101 7.4 Organisational chart 215 3.8 Methodology and scope 104 7.5 Legal and arbitration proceedings 217 7.6 Research and development, patents and licenses 218 7.7 Important contracts 218 RISK FACTORS 105 4 7.8 Related party transactions 219 7.9 Significant changes in financial 4.1 Risks linked to the sanitary crisis 106 and commercial position 219 4.2 Operational risks 107 7.10 Relations and conflicts of interest within 4.3 Risks relating to changes in the satellite the administrative and management bodies 219 telecommunications market 109 7.11 Statutory Auditors 220 4.4 Risks relating to clients 111 7.12 Documents available 221 4.5 Regulatory risks 112 7.13 Responsible person 221 4.6 Financial risks 115 4.7 Internal control procedures and risk management policy 117 APPENDICES 223
CROSS-REFERENCE TABLES 236
GLOSSARY 240
Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS 1 LETTER FROM CHIEF EXECUTIVE OFFICER
LETTER FROM RODOLPHE BELMER, Chief Executive Officer
Robust FY 2019-20 performance despite the unprecedented challenges of the Covid-19 crisis
2 Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS LETTER FROM CHIEF EXECUTIVE OFFICER
Strong financial position and combination of resilient heritage activities complemented by connectivity-related growth opportunities
The financial year 2019-20 was unprecedented for Eutelsat, as for major wholesale agreement was signed with Orange for the all companies, with the impact of the Covid-19 pandemic being entire French capacity of EUTELSAT KONNECT, while we added a felt in all aspects of our business. In this unprecedented context, retail pillar to our distribution strategy with the acquisition of the our focus has been on the health and well-being of our employees European satellite broadband activities of Bigblu Broadband, and wider communities, while ensuring full business continuity the leading distributor of satellite Broadband in Europe. In Africa for our customers, at a time when access to high quality, reliable we signed an MoU with Shoolap to connect several thousand connectivity has never been higher. Our active and capable remote schools across the Democratic Republic of Congo to the Internet, working culture ensured we responded quickly to adapt our systems highlighting the opportunity in the business-to-government to support both our employees and our operations, while our best- vertical. As a consequence, the coming year is expected to mark a in-class Business Continuity Plan enabled our teleports and control turning point for our Fixed Broadband vertical, with the ramp-up of centres to operate nominally throughout the lockdown period. EUTELSAT KONNECT, to be followed in subsequent years by further incremental Connectivity capacity, namely KONNECT VHTS and Some of our businesses invariably felt the effects of the crisis full- EUTELSAT 10B, adding traction to our return to growth strategy. on, most notably Mobile Connectivity which was affected by the slowdown in airline and maritime traffic, and Occasional Use, with We continue to experience the effects of the global health crisis the postponement or cancellation of sports and other events. The most notably in the Mobile Connectivity vertical and to a lesser crisis also perturbed the activities of other players in our supply extent in Occasional Use. Nevertheless, going into FY 2020-21, chain, leading to delays in the launch of EUTELSAT QUANTUM and Eutelsat is well positioned to withstand the challenges of the current the deployment of ground gateways supporting the operations of environment thanks to its combination of resilient and cash- EUTELSAT KONNECT. generative activities, solid backlog and robust financial position.
Fundamentally however, compared with many industries, our Taking these elements into account, we expect to generate activity is resilient, characterised by long-term contracts, a revenues from the five Operating Verticals of between 1,180 million substantial backlog and the criticality of our capacity for the euros and 1,220 million euros FY 2020-21, based on current majority of our customers. This is especially true of our core perimeter and a 1.14 €/$ rate. Cash Capex will remain at an broadcast business which represents over 60% of revenues, and average not exceeding 400 million euros per annum for the period which has once again been remarkable in its stability in the past July 2020 to June 2022, although as recent years show, we are year. In addition, we entered the crisis in an enviably strong financial able to limit this spend where appropriate. We will also continue to position, in contrast to many other companies in our landscape, leverage all measures to maximise cash generation, notably the whose financial distress has been exacerbated by the crisis. This execution of the “LEAP 2” plan, aimed at generating 20-25 million financial robustness is not by chance, but reflects the policy of euros in annual savings by FY 2021-22, and improving working strict financial discipline and cash maximisation we have diligently capital requirement trends. In this context we are reinstating our applied in recent years. discretionary free cash-flow target, suspended amid the Covid-19 crisis, which we now expect to stand between 420 million euros and In spite of the challenging conditions, therefore, Eutelsat was able 450 million euros in FY 2021-22. We also remain committed to a to produce a robust set of results for financial year 2019-20 with sound financial structure to support our investment grade credit Revenues for the five Operating Verticals of 1,276 million euros on ratings and continue to target a medium-term net debt/EBITDA a reported basis, and 1,261 million euros when currency adjusted ratio of around 3x. Finally, our policy of a stable to progressive (at a 1.14 €/$ rate), exceeding our Covid-revised objective of circa dividend, interrupted in FY 2019-20, is reinstated – based on the 1,250 million euros. We generated a record level of discretionary dividend of 0.89 euro recommended at the upcoming Annual free cash-flow at 474 million euros, while our Net Debt/EBITDA General Meeting confirming our commitment to a high level of ratio contained at 3.05x was a further reflection of our strong shareholder returns. financial discipline. As a measure of financial prudence, and as previously announced, we are recommending a dividend per The months ahead are likely to remain characterised by ongoing share of 0.89 euro, representing a reduction of 30% compared to uncertainty linked to the evolution of the pandemic. Nevertheless, FY 2018-19. The dividend is 2.3 times covered by discretionary free thanks to our strong financial position and combination of cash-flow. resilient heritage activities complemented by connectivity-related growth opportunities, I am confident that we are among the best Business in our core Broadcast activity was robust with a number of positioned companies to withstand the challenges of the current new contracts in Sub-Saharan Africa, notably with Canal+ Ethiopia. environment. We also made significant headway in our Fixed Broadband strategy ahead of entry into service of EUTELSAT KONNECT: in Europe, a
Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS 3 LETTER FROM CHAIRMAN OF THE BOARD OF DIRECTORS
LETTER FROM DOMINIQUE D’HINNIN, Chairman of the Board of Directors
Resilient activities, robust financial position and clear strategic leadership
The Covid-19 crisis undoubtedly made 2019-20 a challenging year Cynthia Gordon. Cynthia brings a lot of experience in the international for the corporate sector as a whole, but one which Eutelsat was able telecommunication sector and a wide-ranging vision about our to surmount thanks to the resilience of its activities, robust financial activities. Eutelsat remains firmly engaged in the fight against position and clear strategic leadership. The need for ubiquitous, corruption with a zero-tolerance policy, underpinned by increased reliable connectivity has never been so strongly in evidence as during employee training throughout the year. And in the Board’s ongoing the global lock-down experienced during the first part of 2020, further bid to fully understand and reflect the views and preoccupations validating the strategic transformation we are engaged in, to better of Eutelsat’s shareholders, a second Investor Perception Study was position the Group in the future connectivity activities. Moreover, we commissioned from an independent provider, following up on the have been able to deploy our assets to good use during the crisis, one undertaken in 2018, and which has helped to inform Board and with several humanitarian gestures to support those isolated or poorly management decisions on a variety of issues. served areas where the inequalities created by the digital divide were Eutelsat continues to evolve dynamically, both on the outside – with our even more exposed. new visual identity, and the move to new headquarters with a yet more In addition to our commitment to help bridge the digital divide, we are collaborative working environment – but most crucially from within, strongly promoting diversity and that by embracing different viewpoints driven by the talent, commitment and energy of its teams. I am excited as it gives our Group the opportunity to stimulate value-creation, to chair the Eutelsat Board during this fast-moving period where the year growth and innovation. Eutelsat’s culture is naturally characterised by ahead is expected to see notably a step-change in the Company’s a strong international identity and diversity. In the past year, we have Connectivity strategy, and I have full confidence in the Group ability to taken this a step further with the formalisation of a group-wide gender seize the opportunities ahead of us. diversity policy, including the setting up a Diversity Council, sponsored by Rodolphe Belmer, to pilot raised awareness, diversity in recruitment and the promotion of women’s careers.
Elsewhere we have continued to strengthen our corporate governance in many aspects. The independence and experience of our Board has been further enriched with the arrival of our newest member,
Evolving dynamically ability to seize the opportunities ahead of us
4 Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS 1 PRESENTATION OF EUTELSAT COMMUNICATIONS
1.1 HIGHLIGHTS OF THE FINANCIAL YEAR, OUTLOOK AND KEY FIGURES 6 Highlights 6 Financial outlook 7 Key figures 10
1.2 GROUP ACTIVITIES, MAIN MARKETS AND COMPETITION 12 1.2.1 Group activities 12 1.2.2 Main markets and competition 14 1.2.3 Group strategy 18 1.2.4 Extra-Financial Group strategy 21
1.3 IN-ORBIT OPERATIONS 22 Operational review for financial year 2019-20 22 Satellite fleet 24
1.4 MANAGEMENT 28 Executive Committee 28
1.5 SOCIAL AND SOCIETAL RESPONSIBILITY 28
Universal5 EUTELSATRegistration COMMUNICATIONS Document 2019-20 Document EUTELSAT de COMMUNICATIONS référence 2016 - 17 5 1 PRESENTATION OF EUTELSAT COMMUNICATIONS Highlights of the financial year, outlook and key figures
1.1 HIGHLIGHTS OF THE FINANCIAL YEAR, OUTLOOK AND KEY FIGURES
Highlights
O Financial year 2019-20 C-band The main highlights of the fiscal year are the following. In its order on the C-band, voted on 28 February, the FCC confirmed 3 Procurement of EUTELSAT 10B with firm commitments on a third of its plan to clear the frequency band 3.7-4.0 GHz in the contiguous the HTS capacity. United States (CONUS) and make it available for flexible use, including 5G, via a public auction. 3 Entry into service of the EUTELSAT 7C satellite which brings incremental capacity over the dynamic Sub-Saharan African The schedule for clearing the 300 MHz of C-band satellite spectrum market. will be concluded by 5 December 2025. Eligible satellite operators agreeing to accelerate the clearing will be required to clearing 3 Launch of the “LEAP 2” cost-savings programme to generate opex savings of 20-25 million euros by FY 2021-22 to underpin 120 MHz in 46 of the top 50 Partial Economic Areas (PEAs) by discretionary free cash-flow objective, and deploy resources in the 5 December 2021, and the total 300 MHz in the entire CONUS by growth verticals while preserving our EBITDA margin. 5 December 2023. 3 Resilient results despite Covid-19 impact: The total amount of above-cost 5G-related acceleration payments (in addition to the relocation costs) has been fixed to 9.7 billion U.S. revenues for the five Operating Verticals of 1,276 million euros — dollars and will be paid by winning bidders to the satellite operators. on a reported basis, and 1,261 million euros at 1.14 €/$ rate, Within this total, Eutelsat is eligible to receive a pre-tax amount of exceeding Covid-revised objective of circa 1,250 million euros; 507 million U.S. dollars, of which 125 million U.S. dollars in the first — record level of cash flow, with discretionary free cash-flow of phase and 382 million U.S. dollars in the second. 474 million euros and a further rise in the cash conversion ratio; Eutelsat elected to perform accelerated relocation on 27 May — Net Debt/EBITDA ratio contained at 3.05x reflecting strong and is confident of being able to execute the clearance within the financial discipline; prescribed deadlines. — dividend per share of 0.89 euro, 2.3 times covered by Reported discretionary free cash-flow. O Since 30 June 2020 3 Ongoing robustness of Core Broadcast: — underlying sequential top-line broad stability in the fourth Acquisition of Bigblu Broadband Europe quarter; On 31 July 2020, Eutelsat Communications has reached an — multi-year multi-transponder contract with Canal+ Ethiopia agreement with Bigblu Broadband to acquire its European satellite on EUTELSAT 7C, highlighting the dynamism of the African DTH broadband activities. market and Eutelsat’s unique combination of assets. Bigblu Broadband is the largest distributor of satellite broadband 3 Tangible steps towards return to growth in Fixed Broadband: packages in Europe with a proven track record, as evidenced by its success as the main Gold member of Euro Broadband Infrastructure’s — EUTELSAT KONNECT satellite to operate at full capacity from early 2021; Preferred Partnership Programme since 2019. Bigblu Broadband has developed a well-established platform for satellite broadband, significant headway in our European Broadband strategy: — relying on a unique network of installers and resellers. The activities • major wholesale agreement with Orange for the entire French to be acquired by Eutelsat (BBB Europe) currently count around capacity on EUTELSAT KONNECT, 50,000 subscribers across an expanding pan-European footprint. • acquisition of the European satellite broadband activities The agreement coincides with the entry into service of EUTELSAT of Bigblu Broadband, the leading distributor of satellite KONNECT, due to start gradually from fall 2020 with operation at Broadband in Europe adding a retail pillar; full capacity expected from early 2021, bringing capacity in high- — MoU with Schoolap for high speed connectivity to schools in demand areas, improved end-user experience and unparalleled Democratic Republic of Congo, highlighting the opportunity of economics and flexibility. government-backed digital inclusion programmes; — boost in demand for high-quality, ubiquitous and reliable connectivity in post-Covid context. 3 Updated financial objectives providing renewed visibility: — operating vertical revenues expected between 1,180 million euros and 1,220 million euros in FY 2020-21(1), in line with market expectations; — Adjusted discretionary free cash-flow target of between 420 million euros and 450 million euros(2) in FY 2021-22. 3 Stable to progressive dividend policy reinstated.
(1) At 1.14 €/$ rate. (2) Please refer to the “Outlook” section for the definition.
6 Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS PRESENTATION OF EUTELSAT COMMUNICATIONS 1 Highlights of the financial year, outlook and key figures
With its scalable platform for direct sales including digital marketing new generation satellites, to be launched in 2021, that will replace platforms, multi-lingual call centers, billing and CRM systems, the current spacecraft at Eutelsat’s premium 13° East broadcasting the integration of BBB Europe will enable Eutelsat to overcome the position. The new satellites will deliver improved performances over the limitations of its existing indirect model by offering enhanced access European footprint reinforced by a powerful European super-beam. to the end-user, direct control over product definition and price for faster alignment with market needs, and increased control of Resignation of Yohann Leroy from his mandate distribution levers including sales force incentives, communication and promotions. The addition of this retail channel as a complement as of Deputy Chief Executive Officer to wholesale agreements with telecom operators, such as the recent On 15 September 2020, Mr Yohann Leroy resigned from his position deal with Orange in France, will favour an accelerated ramp-up of as Deputy Chief Executive Officer effective as of 15 September 2020. upcoming capacity and the maximisation of customer value over From this date, he maintains only the duties of Chief Technical Officer. time. Eutelsat paid a consideration of circa £38 million for BBB Europe, Bond issue which generated revenues of circa £35 million in 2019 with a low On 7 October 2020, Eutelsat S.A. launched an 8-year bond issue for double-digit EBITDA margin. Given the level of inter-company a total of €600 million. Eutelsat has taken advantage of the current eliminations, the net contribution to Eutelsat’s revenues and EBITDA competitive market environment to raise long-term financing with an will not be material. The acquisition will obviate the necessity for the 8-year maturity on attractive terms. The Bonds will be issued at 99.619 Group to invest in the development of its own retail channel in Europe. per cent and will be redeemed at 100 per cent of their principal The closing of the transaction took place on 30 September 2020. amount at maturity. They will have a coupon of 1.500 per cent per annum and will be cleared through Euroclear France, Clearstream and Euroclear. An application will be made for the Bonds to be Renewal with Sky Italia at HOTBIRD orbital position listed on the Official List, and admitted to trading on the regulated In September 2020, Eutelsat Communications and Sky Italia have market, of the Luxembourg Stock Exchange. The Bonds will mature reached a strategic agreement for the renewal of Sky’s capacity on 13 October 2028. Delivery and settlement are expected on contract at Eutelsat’s HOTBIRD position. 13 October 2020. The agreement represents the latest step in the long-standing The Bonds will be used to fully redeem the €500 million principal partnership between Sky, the pre-eminent anchor customer amount bonds issued in June 2016 at a fixed rate of 1.125 per cent on HOTBIRD, and Eutelsat which has supported since 2003 the per annum and due June 2021, as well as for general corporate development of Sky, the market leader in Italy, in broadcasting its purposes. The net proceeds of the Bonds will be temporarily invested premium content to some five million households. in short-term, low-risk, liquid investments until they are used for their The multi-year contract represents a secured backlog of circa stated purpose. 450 million euros and guarantees broadly stable annual revenues This transaction allows Eutelsat to extend its debt maturity profile at for Eutelsat in the medium term. The contract also includes future compelling conditions. extension options representing additional potential revenues. The HOTBIRD fleet forms one of the largest broadcasting systems over Europe. It will be upgraded with the entry into service of two HOTBIRD
Financial outlook
Going into FY 2020-21, Eutelsat is well positioned to withstand the of the EGNOS payload and the initial contribution of EUTELSAT challenges of the current environment thanks to its combination of QUANTUM, and on the other, the negative carry-forward of last year’s resilient and cash-generative activities, solid backlog and robust USG renewals and the wash-through of revenues generated by the financial position. temporary relocation of EUTELSAT 7A. Broadcast will be affected by the specific effect of the renegotiation 2020-21 will be a turning point for Fixed Broadband which is set to with Forthnet in Greece. Conversely, Africa will continue to grow thanks return to growth on the back of the entry into service of EUTELSAT to our unique portfolio of in-orbit assets. Overall, Broadcast revenues KONNECT, the wholesale agreement with Orange in France, the are expected to decline slightly. addition of a retail pillar in Europe and the ramp-up of the Schoolap contract in Africa. Mobility will remain affected by the ongoing effect Data & Professional Video will continue to decline albeit at a slower of the Covid-19 crisis on the aero mobility market but will benefit from pace than in recent years thanks to improved volume trends. the ramp-up of recently signed maritime business. Government Services will reflect, on one hand, the full-year effect
Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS 7 1 PRESENTATION OF EUTELSAT COMMUNICATIONS Highlights of the financial year, outlook and key figures
Taking these elements into account, we expect to generate revenues by the Group, (ii) maintaining of the existing operating capacity from the five Operating Verticals of between 1,180 million euros of the Group’s fleet, (iii) no incidents to affect any of the satellites in and 1,220 million euros in FY 2020-21(1). The subsequent years will orbit, (iv) continuation of a policy of controlling operating costs and reflect the progressive availability and ramp-up of new capacity, their evolution, (v) maintaining of the general conditions of the space with EUTELSAT KONNECT, EUTELSAT QUANTUM, KONNECT VHTS and insurance and space industry market. EUTELSAT 10B. The forward-looking objectives, statements and information Cash Capex will remain at an average not exceeding 400 million summarised above are based inter alia on the data, assumptions euros(2) per annum for the period July 2020 to June 2022. and estimates mentioned earlier and are considered by Eutelsat Communications to be reasonable as of the date of this document. The Group will continue to leverage all measures to maximise cash generation, notably the execution of the “LEAP 2” plan, aimed at The reader is cautioned that these forward-looking statements are generating 20-25 million euros in annual savings by FY 2021-22, and dependent on circumstances or facts that are to occur in the future. improving working capital requirement trends. These statements are not historical data and must not be interpreted as guarantees that the facts and data cited will occur or that the In this context we aim to generate Adjusted discretionary free objectives will be attained. By their nature, these data, assumptions and cash-flow of between 420 million euros and 450 million euros(3) in estimates, as well as all elements taken into consideration to determine FY 2021-22. these forward-looking objectives, statements and information, could We remain committed to a sound financial structure to support our prove to be wrong or may not materialise and may change or be investment grade credit ratings and continue to target a medium- modified due to uncertainties related to the economic, financial, term net debt/EBITDA ratio of around 3x. competitive and regulatory environment in particular. Our policy of a stable to progressive dividend, interrupted in Additionally, some of these data, assumptions and estimates come FY 2019‑20, is reinstated based on the dividend of 0.89 euro from or are based in full or in part on assessments or decisions of the recommended at the upcoming Annual General Meeting, confirming corporate bodies of Eutelsat Communications, which could change or our commitment to serve a high level of shareholder return. be modified in the future. Furthermore, the materialisation of certain Financial targets are based on the nominal deployment plan outlined risks described in the Chapter “Principal Risks” below could have a on section 1.3. negative impact on the Group’s business and on the achievement of the forward-looking objectives, statements and information cited These objectives are based inter alia on the following assumptions: above. In particular, the risks related to the Covid-19 sanitary crisis are (i) launch and successful entry into operation of the satellites in described in the section 4.1 of this document. course of construction in accordance with the timetable envisaged
(1) Based on a €/$ rate assumption of 1.14 and current perimeter. (2) Including capital expenditure and payments under existing export credit facilities and other bank facilities financing investments as well as payments related to lease liabilities. (3) Based on a €/$ rate assumption of 1.14, excluding one-off impacts such as hedging, effects of changes in perimeter when relevant, and one-off costs related to specific projects in particular to the “LEAP 2” programme and to the move to new headquarters.
8 Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS PRESENTATION OF EUTELSAT COMMUNICATIONS 1 Highlights of the financial year, outlook and key figures
Universal Registration Document 2019-20 EUTELSAT COMMUNICATIONS 9 1 PRESENTATION OF EUTELSAT COMMUNICATIONS Highlights of the financial year, outlook and key figures
Key figures
PRELIMINARY COMMENT REVENUE FOR THE OPERATING VERTICALS(1) EBITDA and discretionary free cash-flow (€M) are alternative performance indicators 1 which are defined in Chapter 6 of the present document.
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