2019 Annual report and accounts and report Annual LEADING SUSTAINABLE AVIATION INTERNATIONAL AIRLINES ANNUAL REPORT GROUP AND ACCOUNTS 2019 Contents We’ve always led the industry Strategic Report “ 2 Our highlights in addressing climate change. 3 Chairman’s letter Launching Flightpath net 4 Our network zero, our commitment 6 Chief Executive Officer’s review 10 Management Committee to net zero CO2 emissions by 11 Question and answers 2050, puts environmental with the Chief Executive Officer sustainability firmly 12 Our investment case at the heart of our business 14 Business model and reaffirms our leadership 16 Section 172 Statement 22 Strategic priorities and key in this critical area.” performance indicators 26 British Airways 28 Iberia Willie Walsh Chief Executive Officer 30 Vueling 31 Aer Lingus 32 LEVEL 33 IAG Platform 35 IAG Cargo 36 IAG Loyalty 37 IAG Tech 39 Sustainability 62 Risk management and principal risk factors 70 Regulatory environment 72 Financial overview 73 Financial review Corporate Governance Financial Statements Management Report 86 Chairman’s introduction 132 Consolidated income statement IAG is required to prepare a to corporate governance Management Report in accordance with 133 Consolidated statement Article 262 of the Spanish Companies 88 Board of Directors of other comprehensive income Act and Article 49 of the Spanish 90 Corporate governance 134 Consolidated balance sheet Commercial Code. Pursuant to this legislation, this Management Report 102 Report of the Audit and 135 Consolidated cash flow statement must contain a fair review of the Compliance Committee 136 Consolidated statement progress of the business and the 105 Report of the of changes in equity performance of the Group, together Nominations Committee 138 Notes to the consolidated with a description of the principal risks 109 Report of the Safety Committee financial statements and uncertainties that it faces. In the preparation of this report, IAG has taken 110 Report of the 187 Alternative performance measures into consideration the guide published Remuneration Committee 193 Group investments in 2013 by the Spanish National Securities Market Commission (CNMV) which establishes a number Statement of Directors’ Responsibilities of recommendations for the Independent Auditors’ Report preparation of management reports of listed companies. Additional Information The Management Report is composed of the following sections: 206 Glossary 14 Business model 208 Operating and financial statistics 22 Our strategic priorities and key performance indicators IBC Shareholder information 33 IAG Platform 39 Sustainability 62 Risk management and principal risk factors 70 Regulatory environment 72 Financial overview 73 Financial review The Annual Corporate Governance Report is part of this Management Report but has been presented separately. This report has been filed with the CNMV, together with the required statistical annex, in accordance with the CNMV Circular 2/2018, dated June 12. The Annual Corporate Governance Report and the statistical annex are also available on the Company’s website (www.iairgroup.com). The Non-Financial Information Statement in response to the requirements of Law 11/2018, of December 28 (amending the Commercial Code, the revised Capital Companies Law approved by Legislative Royal Decree 1/2010, of July 2, 2010 and Audit Law 22/2015, of July 20, 2015), is part of this Management Report and is available on the Company’s website (www.iairgroup.com). OUR HIGHLIGHTS A year of maintaining and strengthening our business IAG continues to deliver in a changing industry... Total revenue (€m)3 Operating profit before exceptional items (€m)1 2 +€1,248 million vly -€200 million vly 2019 25,506 2019 3,285 2018 24,258 2018 3,485 ...investing in the future of our customers, people and airlines... Net Promoter Score Commitment to 25.8 net zero +9.5 pts vly CO2 emissions by 2050 ...while continuing to achieve sustainable returns to shareholders Return on Invested Adjusted Capital1 2 EPS2 14.7% 116.8€c -2.2 pts vly +1.9€c vly 1 2018 pro forma financial information is based on the Group's restated statutory results with an adjustment to reflect the estimated impact of IFRS 16 ‘Leases’ from January 1, 2018. A reconciliation of the pro forma financial information to the Group's statutory results is included in the Alternative performance measures section. 2 For detailed calculations refer to the Alternative performance measures section. 3 The 2018 results have been restated to reclassify the costs the Group incurs in relation to compensation for flight delays and cancellations as a deduction from revenue as opposed to an operating expense. There is no change in operating profit. For definitions see Glossary. 2 INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2019 CHAIRMAN’S LETTER Building on our commitment to Strategic Report sustainable growth Corporate Governance A warm welcome to For IAG, 2019 was a year of continued We believe consolidation in Europe will “ progress and a time of significant change. continue and our model means that we are ready to seize the right opportunities at our annual report for Willie Walsh is stepping down as our Chief the right time, as we did in November Executive in March, and will leave the when we announced Iberia’s agreement to 2019, a year in which Company in June as part of a careful buy Air Europa for €1 billion, a deal which, process of transition in the IAG we sustained our once approved, will add a sixth, cost- management team. effective airline to the Group. financial performance, Willie has played a formidable role in As Brexit negotiations proceed, we are Financial Statements shaping the Group since British Airways confident the EU and the UK will sign a prepared for and Iberia merged in 2011 – the architect comprehensive air transport agreement of our unique business model and our significant transition in in the months ahead, safeguarding the acquisition strategy, bringing real discipline huge consumer and employment benefits to IAG’s finances, and advocating the Group’s leadership of an open aviation market. Our ownership powerfully for change in our industry. and control plans have been accepted and took a strong lead I thank him wholeheartedly for his by regulators in Spain, France, Ireland fantastic leadership. in tackling climate and Austria. Luis Gallego will replace Willie, having For 10 years we’ve led our industry in overseen a profound transformation of change. tackling climate change, and last year we Iberia as the airline’s CEO since 2014. The Additional Information ” became the first airline group to commit to Board is confident he is the right person to achieving net zero carbon emissions by lead us in our next stage of development. 2050, backed by a comprehensive action His appointment is part of a series of programme and stretching, but achievable, leadership changes, including the targets. Environmental, social and appointment of a new Chief Financial governance issues have risen to the top Officer, and new CEOs at both Iberia and of the agenda for all our stakeholders, Vueling. The fact that these posts have including investors. They now see been filled by internal candidates, after sustainability as a test of a company’s exhaustive succession planning, is proof value, as well as its values. of the depth of talent we have in IAG. From day one we saw it as our vocation In 2019 our airlines carried 118 million to reward shareholders as soon as our passengers, up by 4.7 per cent. But, finances permitted. Since 2015 we have despite our revenues growing to returned €4.4 billion in dividends and €25.5 billion, operating profits before share buybacks, and are determined to exceptional items declined by 5.7 per cent maintain that record. versus 2018 pro forma, to €3.3 billion. It’s been another extraordinary year for Nevertheless, we remain financially strong. IAG, made possible by the tremendous In November we updated investors on our contribution people across the Group medium-term financial goals, maintaining make each day. our ambitious targets on return on It is a time of change for us, but also invested capital and operating margins continuity. I believe we can all look ahead for the next three years. We expect lower with great confidence and excitement. capacity growth in that period and have adjusted EPS growth accordingly. The market has responded very positively to Antonio Vázquez these numbers. Chairman In December 2019, the International Air Transport Association forecast that the global industry will increase net profits to US$29.3 billion in 2020. However, the spread of COVID-19 will affect global demand during the year, but it’s too early to estimate its full impact on global profitability. www.iairgroup.com 3 OUR NETWORK Our business around the world IAG combines leading airlines in the UK, Spain and Ireland, enabling them to enhance their presence in their target market while retaining their individual brands and operations. The airlines’ customers benefit from a larger combined network for both passengers and cargo, and its scale enables an ability to invest more efficiently in new products and services. Our longhaul operations 4 INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2019 Passengers Destinations Aircraft Cargo tonnes kilometres Strategic Report 118million 279 598 5,577million +4.7% vly +11 vly +25 vly -2.4% vly Corporate Governance Our shorthaul operations Financial Statements Additional Information British Airways Iberia Vueling Aer Lingus LEVEL www.iairgroup.com 5 CHIEF EXECUTIVE OFFICER’S REVIEW Demonstrating the continued strength and flexibility of our business model Some problems were internal. The strike by British Airways pilots in September had an impact on our operations, our customers and finances. Nobody wants to see industrial action especially with a highly valued group like our pilots and I am glad the situation has been resolved. These are strong results and ones we will be able to look back on in a few years as very impressive.