2019 Universal Registration Document — Air France-KLM 1 Worldreginfo - Bd1a0a09-0Fd7-4Bf8-Aed0-1Ae0d22b5cf6 MESSAGE from the CHIEF EXECUTIVE OFFICER
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UNIVERSAL REGISTRATION DOCUMENT 2019 Including the annual financial report WorldReginfo - bd1a0a09-0fd7-4bf8-aed0-1ae0d22b5cf6 Selected financial information 4 5 FINANCIAL REPORT AFR 221 Highlights of the 5.1 Investments and financing 222 2019 financial year AFR 6 5.2 Comments on the financial statements 224 5.3 Key financial indicators 228 Highlights of the beginning 5.4 Subsequent events of the 2020 financial year 10 and outlook for 2020 231 Financial statements PRESENTATION OF 5.5 Consolidated financial statements 234 5.6 Notes to the consolidated 1 THE AIR FRANCE - KLM GROUP AFR 11 financial statements 241 1.1 Market and environment 13 5.7 Statutory Auditors’ report 1.2 Strategic outlook 18 on the consolidated financial statements 321 1.3 Activities in 2019 24 5.8 Statutory financial statements 327 5.9 Five - year results summary 339 CORPORATE 5.10 Statutory Auditors’ report on the financial statements 340 2 GOVERNANCE REPORTAFR 47 5.11 Statutory Auditors’ special 2.1 Composition of the Board of Directors 48 report on regulated agreements 2.2 Organization and functioning and commitments 344 of the Board of Directors 75 2.3 Activities and functioning of the Board OTHER INFORMATION 347 of Directors and its Committees 83 6 2.4 Summary table of the AFEP-MEDEF 6.1 History 348 Code’s comply or explain 6.2 General information 350 recommendations not applied 93 6.3 Information on the agreements 2.5 Compensation of the company officers 94 concluded in connection with 2.6 CEO Committee 116 the business combination between 2.7 Group Executive Committee 117 Air France and KLM 351 2.8 Share capital and 6.4 Legislative and regulatory environment shareholder structureAFR 118 for the air transport industry 353 6.5 Information and control AFR 356 3 RISKS AND RISK MANAGEMENTAFR 129 3.1 Enterprise risk management 130 3.2 Risk factors and their management 132 3.3 Organization and functioning GLOSSARIES AND TABLES of internal control 147 OF CONCORDANCE 358 CORPORATE SOCIAL RESPONSIBILITY: Air transport glossary 358 4 EXTRA-FINANCIAL PERFORMANCE Financial glossary 360 Table of concordance for the Universal STATEMENTAFR 155 Registration Document 362 4.1 Creating long - term value for all our Information included by reference 364 stakeholders 156 Table of concordance for 4.2 Human resources 164 the Annual Financial Report 365 4.3 Environmental impact 181 4.4 Customer trust 201 4.5 Ethics and compliance 206 4.6 Societal value 209 4.7 Report by one of the Statutory Auditors 216 The components of the Annual Financial Report are identified in the index by the following pictogram AFR WorldReginfo - bd1a0a09-0fd7-4bf8-aed0-1ae0d22b5cf6 UNIVERSAL REGISTRATION DOCUMENT 2019 AIR FRANCE - KLM INCLUDING THE ANNUAL FINANCIAL REPORT Group profile In its principal businesses of passenger and cargo transportation, low-cost operations and aircraft maintenance, Air France - KLM is a leading global player. This Universal Registration Document is an unofficial translation of the FrenchDocument d’enregistrement universel, which was filed with the Autorité des Marchés Financiers on April 17, 2020, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it is approved by the AMF, together with any amendments if applicable, a transaction memorandum and a summary approved in accordance with Regulation (EU) 2017/1129. In the event of any ambiguity or discrepancy between this unofficial translation and the French Document d’Enregistrement Universel, the French version shall prevail. 2019 Universal Registration Document — Air France-KLM 1 WorldReginfo - bd1a0a09-0fd7-4bf8-aed0-1ae0d22b5cf6 MESSAGE FROM THE CHIEF EXECUTIVE OFFICER Paris, April 17, 2020 to transport medical equipment and to repatriate more than 300,000 of our fellow French, Dutch Dear Shareholders, and European compatriots. It is also in these As I write this, the world is experiencing an moments that we can see the true strength of the unprecedented health crisis. The global fight against Air France - KLM Group. Covid - 19 is underway, and our economies and Our Group’s assets are plentiful. Throughout 2019, societies are reeling. This is an unprecedented we have been building the foundations of our chapter in the history of the Air France - KLM Group, Group’s go forward plan: renewed managerial as well as for the airline industry as a whole. governance, simplification of our brands, clarification Our Group is committed to tackling this crisis and of our products, harmonization of our fleet, and demonstrating that we have all the assets to greater trust and stability in our relationships with overcome it, as we have done time and time again our labor partners. throughout our history. In 2019, we accelerated our fleet renewal plans. Our primary asset is the 83,000 employees at the With the order for 38 Airbus A350s and 60 Airbus Air France - KLM Group. Whether at Air France, A220s, and the phasing out of our Airbus A380s KLM, Transavia, Hop! or KLM Cityhopper, on board and Airbus A340s, Air France is continuing to our aircraft, at the airports, in our maintenance simplify while adding greater operational flexibility. hangars, on the runways or in our sales departments With a future fleet of long - haul aircraft comprising around the world, our employees have shown Boeing 777s and Boeing 787s, and the Boeing 737 exceptional commitment and dedication since the for its medium - haul network, KLM will gain a major beginning of this crisis They have worked tirelessly competitive advantage thanks to this simplicity. “ Our Group is committed to tackling this crisis and demonstrating that we have all the assets to overcome it, as we have done time and time again throughout our history. ” 2 Air France-KLM — 2019 Universal Registration Document WorldReginfo - bd1a0a09-0fd7-4bf8-aed0-1ae0d22b5cf6 AIR FRANCE - KLM IN 2019 The introduction of new aircraft into our fleet The world post crisis will no longer be the is also a lever for accelerating our sustainable same. The fundamentals of our strategy growth. Having been committed to sustainable remain, but in a sector that is likely to transformation for many years, we again undergo profound changes, we must adapt 104 ranked first on the Dow Jones Sustainability and accelerate our transformation. MILLION Index in 2019, positioning us as the industry We are determined to see Air France - KLM PASSENGERS leader in terms of sustainability and overall overcome this crisis and become a European Corporate Social Responsibility. champion. With what we have achieved in This work on our fundamentals has been a 2019 and with the extraordinary commitment necessary step to solidify the basis of our of all our employees, I know that we will future. In November 2019, we presented our succeed, to the benefit of our employees, strategic trajectory from 2020 to 2025, along our customers, our shareholders, all our 1.1 with four key priorities. Firstly, the optimization partners, and indeed for future generations. MILLION TONS of our operating model, to improve the OF CARGO efficiency of our processes. Secondly, to increase our revenues by leveraging the power of our hubs and our development in the most profitable segments of our three brands Air France, KLM and Transavia. Thirdly, the development of the Group’s other businesses such as maintenance, cargo, our 554 Flying Blue frequent flyer program, and how AIRCRAFT best to leverage our customer data. Our last strategic focus is pragmatic consolidation opportunities in our sector. Benjamin Smith Chief Executive Officer of Air France – KLM 312 DESTINATIONS 116 COUNTRIES SERVED 3,000 AIRCRAFT MAINTAINED FOR 200 AIRLINE CUSTOMERS 2019 Universal Registration Document — Air France-KLM 3 WorldReginfo - bd1a0a09-0fd7-4bf8-aed0-1ae0d22b5cf6 Selected financial information SELECTED FINANCIAL INFORMATION Pursuant to Article 28 of Regulation (EC) No.809/2004 of — the review of the financial situation and the results for the April 29, 2004, the following information is incorporated by financial year ended December 31, 2017, as published on pages reference in this Universal Registration Document (See also 4 and 5 of the 2017 Registration Document. Section 5.3 – Financial indicators, page 228): Since January 1, 2019, the Air France - KLM Group has applied the — the consolidated financial statements of the Air France - KLM following accounting changes: Group relating to the financial year ended December 31, 2018 Customer compensation: Compensation payments for cancelled and the relevant Statutory Auditors’ Report, as published in or delayed flights are recognized as variable compensation Sections 5.5 to 5.7 in chapter 5 of the Air France - KLM Group’s components within the meaning of IFRS 15 and must be booked 2018 Registration Document; as a reduction of revenue. — the consolidated financial statements of the Air France - KLM Component approach for Life Limited Parts (LLPs): Internal IT Group relating to the financial year ended December 31, 2017 development and historical data analytics have improved the and the relevant Statutory Auditors’ Report, as published in Group's ability to track LLP accounting management more Sections 5.5 to 5.7 in chapter 5 of the Air France - KLM Group’s precisely. As a result, since January 1, 2019, the Group has applied 2017 Registration Document; the component approach for these spare parts. This means that — the review of the financial situation and results for the financial their maintenance costs must be capitalized and amortized over year ended December 31, 2018, as published on pages 4 and the useful lives of the LLPs which are expressed in cycles. 5 of the 2018 Registration Document; As a result, the elements of selected financial information for 2018 are presented, firstly, as initially reported and, secondly, on a restated basis.