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KLM Royal Dutch Airlines Annual Report 2008 / 2009 Headoffi Ce: Amsterdamseweg 55 1182 GP Amstelveen the Netherlands

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KLM Royal Dutch Airlines Annual Report 2008 / 2009 Headoffi Ce: Amsterdamseweg 55 1182 GP Amstelveen the Netherlands 2008 2009 KLM Royal Dutch Airlines Dutch Royal KLM Annual Report KLM Royal Dutch Airlines Annual report 2008 / 2009 Headoffi ce: Amsterdamseweg 55 1182 GP Amstelveen The Netherlands Postal address: P.O. Box 7700 1117 ZL Schiphol Airport The Netherlands Telephone: +31 20 649 9123 Fax: + 31 20 649 2324 Internet: www.klm.com Registered under number 33014286 In the Trade Register of the Chamber of Commerce and Industry, Amsterdam, The Netherlands Table of contents Page Key figures 2 Report of the Board of Managing Directors 3 ¾ Letter from the President 3 ¾ Financial Performance 11 ¾ Overview of significant KLM participating interests 16 ¾ Traffic and Capacity 17 ¾ Commercial Developments 18 ¾ Fleet Development 23 ¾ Staff 24 ¾ Fleet composition KLM Group 26 ¾ Risk profile and risk management 27 Board and Governance 36 ¾ Corporate Governance 36 ¾ Report of the Supervisory Board 40 ¾ Remuneration Policy and Report 45 ¾ Supervisory Board and Board of Managing Directors 52 Financial Statements 2008/09 55 ¾ Consolidated financial statements 56 ¾ Consolidated Balance Sheet 56 ¾ Consolidated Income Statement 57 ¾ Consolidated Statement of Changes in Equity 58 ¾ Consolidated Cash Flow Statement 60 ¾ Notes to the Consolidated Financial Statements 61 ¾ Company financial statements 153 ¾ Company Balance Sheet 153 ¾ Company Income Statement 154 ¾ Notes to the Company Financial Statements 155 Other Information 166 ¾ Auditors’ Report 166 ¾ Provisions of the Articles of Association on the Distribution of Profit 168 ¾ Appropriation of Profit and Distribution to Shareholders 173 Miscellaneous 174 ¾ Five-year review 174 ¾ Glossary of Terms and Definitions 176 ¾ Warning about Forward-Looking Statements 178 Key figures 2008/09* 2007/08 Consolidated figures in millions of euros, unless stated otherwise EUR EUR * Martinair is included January-March 2009 Revenues 8,182 8,028 Expenses before depreciation and long-term rentals 7,312 6,626 Depreciation and long-term rentals 711 651 Income from current operations 159 751 As a % of operating revenues 1.9 9.4 (Loss) / Profit for the year (193) 291 Earnings per ordinary share (EUR) (4.14) 6.22 Equity 2,099 3,878 As a % of total long-term funds 28 45 Return on equity (%) (6.5) 8.4 Capital employed 4,490 4,675 Return on capital employed (%) 1.7 8.3 Net-debt-to-equity ratio 72 57 Dividend per ordinary share (EUR) - 0.58 Traffic figures Passenger Traffic (in millions of revenue passenger-kilometers, RPK) 76,667 75,073 Capacity (in millions of available seat-kilometers, ASK) 93,992 90,563 Passenger load factor (%) 81.6 82.9 Cargo Traffic (in millions of revenue ton freight-kilometers, RTFK) 5,163 4,947 Capacity (in millions of available ton freight-kilometers, ATFK) 7,603 6,675 Cargo load factor (%) 67.9 74.1 Financial position Cash flow from operating activities 503 999 Cash flow from investing activities (excluding (increase)/ decrease in short-term deposits and commercial paper) (493) (460) Free cash flow 10 539 Average number FTEs of KLM Group staff Permanent 29,414 28,508 Temporary 2,424 2,497 Employed by KLM 31,838 31,005 Agency staff 2,010 1,997 Total KLM excluding Martinair 33,848 33,002 Martinair annualised 2,158 - Total 36,006 33,002 2 Report of the Board of Managing Directors Letter from the President Like every other airline, KLM has been severely affected by the global economic crisis in the second half of fiscal year 2008/09. Despite the high fuel prices, results remained relatively satisfactory up to and including the second quarter of fiscal year 2008/09, with KLM achieving higher margins than other airlines in Europe. However the situation deteriorated rapidly after September and together with Air France we took action to ensure that we will endure this crisis in the best possible shape. We began adjusting our course as early as the summer of 2008, through cost management, the strategic reconsideration of investments and other measures. This policy was toughened up at the point when the credit crisis struck, which was followed almost immediately by an unprecedented downturn in the real economy. The situation compelled us to look even more critically at capacity, and ultimately to reduce this below the levels of fiscal year 2007/08. Vacancies were not filled automatically and, where possible, temporary contracts were not extended. By taking these steps, KLM succeeded in rapidly and substantially tightening its operation. The economic crisis has meant a dip in results, after a number of good years. We expect that the adverse economic climate will continue through fiscal year 2009/10, and that the impact of this on our results will continue. Nevertheless we are confident that KLM, being part of Europe’s leading aviation group, AIR FRANCE KLM, will emerge as one of the stronger from this crisis. We will succeed in this if, despite the many uncertainties, we continue to offer our customers a good and varied product, with exceptional service and a clear focus on corporate social responsibility. These are uncertain times for all of us, but we are all focused on keeping our ‘Blue Family’ together, even in these very difficult circumstances. 3 Financial results KLM’s Passenger Business performance remained relatively good for most of fiscal year. Given the circumstances, the load factor was satisfactory right up to the end of fiscal year but there was a steep decline in average yield per passenger kilometer. Load factor fell significantly in Business Class, by 2.4% points, due to businesses worldwide economising on travel budgets. Demand for Economy Class tickets remained reasonably stable, but travellers are increasingly looking for the lowest prices. The result is that revenue per passenger kilometer fell at one point by double digits, which is unprecedented in our industry. Due to the abrupt and enormous reduction in world trade and export, freight transport by air – as well as by land and sea – fell dramatically from the third quarter onwards. The first signs of this downturn showed in the first and second quarter. Revenue per available freight kilometer went into global freefall, ending fiscal year 30% lower. This marked drop was consistent with the developments affecting other air freight carriers. KLM is in a period of great uncertainty and volatility, due partially to oil prices, but also to exchange rate fluctuations for currencies such as the US dollar and pound sterling. It is impossible to be fully prepared for such extreme circumstances. We do, however, have faith in our long-term financial strategy. The long-term policy on buying in fuel – fuel hedging – has shown positive results not only over fiscal year 2008/09 but also in the previous five fiscal years. KLM’s financial position has been affected by among others the economic crisis, but can still be described as being healthy. This is in no small part due to the cautious financial strategy we have been following. Diminishing results, in combination with substantial investment in areas such as fleet renewal and further improvements to the IT infrastructure, have meant that only a moderate free cash flow close to zero was generated during fiscal year. The position regarding liquid assets remains satisfactory, which is an important safeguard for the future. The March 31, 2009 cash position was close to 1.9 billion euros, and even above one year before. In fiscal year 2008/09 a payment of USD 140 million was made to the US Department of Justice in connection with the antitrust investigation into the Cargo Business. As in the previous year, KLM continued its competition compliance program. In January 2009, a large number of employees were again invited to complete the anti-trust e-learning module, and a second version of the Air France and KLM competition law compliance 4 manual was published. On-site training and information sessions were held regularly during the year. By the end of fiscal year 2008/09, passenger capacity was gradually reduced by 10% from the planned position and by 4% versus last year. We also intervened to bring freight capacity in line with the rapidly diminishing demand. Thanks to our extensive network, the large number of destinations and the availability of two international hubs, in Amsterdam for KLM and Paris for Air France, we are in a good position to allocate demand efficiently across the available capacity. The highest priority for the new fiscal year is to monitor our liquidity. All expenditure that is not strictly necessary is being halted. Holding on to cash and generating cash is the motto: ‘Cash is King’. At the same time KLM must also continue to strike a balance between necessary economies on the one hand and the investment and replacement programs that are essential to the long-term future of the business on the other hand. This is why, for example, the fleet renewal has not been postponed completely. After careful consideration we have decided to continue with the replacement of the Fokker 100 aircraft at KLM Cityhopper by the Embraer 190. This is only being done if the financing of the new aircraft is fully guaranteed. Since information and communication technology is critically important to our industry, where safety and reliability must be guaranteed 24/7, the improvement of the ICT systems is also being continued. The decision has been made to press on with integrating the ICT systems at KLM and Air France. This operation should lead to an even more effective and efficient ICT infrastructure, with our key objectives including speed, innovation, lower unit costs, professionalism and attractive career prospects. Passenger Business Revenues from Passenger Business fell by 1.1% during fiscal year as a result of the economic crisis. Given the circumstances, load factors remained at a reasonable level, but yield came under severe pressure due to the sharp fall of Business Class travel.
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