REGISTRATION DOCUMENT 2014 INCLUDING THE ANNUAL FINANCIAL REPORT Selected financial information 2 AFR Highlights of 2014 4 Corporate governance 7 Financial report 161 1.1The Board of Directors 8 5.1Investments and financing 162 1.2The Group Executive Committee 35 5.2Property, plant and equipment 164 5.3Comments on the consolidated financial 167 statements 5.4Key financial indicators 171 Activity 37 Financial Statements 2.1Market and environment 38 5.5Consolidated financial statements 178 2.2Strategy 47 5.6Notes to the consolidated financial 185 statements Activities 5.7Statutory Auditors’ report on the consolidated 264 2.3Passenger business 54 financial statements 2.4Cargo business 64 5.8Statutory financial statements 266 2.5Maintenance business 68 5.9Five-year results summary 277 2.6Other businesses 75 5.10Statutory Auditors’ report on the financial 278 2.7Fleet 78 statements 2.8Highlights of the beginning of the 2015 85 5.11Statutory Auditors’ special report on 280 financial year regulated agreements and commitments Risks and risk Other information 281 management 87 6.1History 282 6.2General information 285 3.1Risk management process 88 6.3Information relating to the share capital 286 3.2Risk factors and their management 89 6.4Information on trading in the stock 293 3.3Market risks and their management 96 6.5Information on the agreements concluded 298 3.4Report of the Chairman of the Board 101 in connection with the business of Directors on corporate governance, internal combination between Air France and KLM control and risk management – 2014 Financial Year 6.6Legislative and regulatory environment for the 301 air transport industry 3.5Statutory Auditors' report 110 6.7Information and control 304 Social, corporate Glossaries 305 Table of concordance for the Registration 310 citizenship and document Table of concordance for the annual financial 313 environmental report information 111 4.1Social information 112 4.2Note on the methodology for the reporting 125 of the social performance indicators 4.3Social indicators for the Group 128 4.4Corporate citizenship information 132 4.5Environmental information 139 4.6Note on the methodology for the reporting 147 of the environmental indicators 4.7Environmental indicators 150 4.8Table of concordance for the social, 154 corporate citizenship and environmental information 4.9Assurance report by one of the Statutory 157 Auditors, appointed as Independent Third Party, on the consolidated labour, environmental and social information presented in the management report THE COMPONENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THE INDEX BY THE FOLLOWING PICTOGRAM AFR Registration Document 2014 Air France-KLM including the annual financial report Group profi le In its three businesses of passenger transportation, cargo transportation and aircraft maintenance, Air France-KLM is a leading global player. 87.4 million passengers 1.3 million tons of cargo 546 aircraft in operation This Registration Document is an unofficial translation of the French Document de Référence, which was filed with the French Autorité des Marchés Financiers on Wednesday April 8, 2015, pursuant to article 212-13 of the AMF General Regulations. This unofficial translation has been prepared by Air France-KLM for the information and convenience 316 of English-speaking readers and has not been reviewed or registered destinations* with the AMF. No assurances are given as to the accuracy or completeness of this translation, not any responsibility assumed for any misstatement or omission that may be contained therein. The French Document de Référence may be used for the purposes of a financial transaction if supplemented with an offering memorandum approved by the AMF. In the event of any ambiguity or discrepancy between this unofficial translation and the French Document de Référence, the 115 French version shall prevail. countries* * 2015 Schedule. REGISTRATION DOCUMENT 2014 - Air France-KLM 1 Selected fi nancial information Pursuant to Article 28 of Regulation (EC) no.809/2004 of April 29, 2004, the review of the fi nancial situation and results for the fi nancial year ended December 31, 2013 fi guring on pages 2 and 3 of the 2013 Registration Document and the review of the fi nancial situation and results for the fi nancial year ended December 31, 2012 fi guring on pages 2 and 3 of the 2012 Registration Document are incorporated by reference in this document (See also Section 5.4 – Key fi nancial indicators, page 171 ). Revenues Income/(loss) from current operations (in € billion) (in € million) 2014 25.40* 2014 296* 2013 25.52 2013 130 2012 25.42** (336**) 2012 * Adjusted for the estimated impact of the strike. Reported revenues: €24.91 billion. * Adjusted for the estimated impact of the strike. Reported loss from current operations: €(129) million. ** Restated for IAS19 Revised, CityJet reclassified as a discontinued operation. ** Restated for IAS19 Revised, CityJet reclassified as a discontinued operation. Excluding the strike, revenues were down by 0.4%, and up by Excluding the strike, the operating result progressed by 0.3% like-for-like. €166 million, and by €275 million like-for-like. Information by business segment 2014* 2013 2012** Income/(loss) Income/(loss) Income/(loss) from current from current from current Revenues operations Revenues operations Revenues operations At December 31 (in €bn) (in €m) (in €bn) (in €m) (in €bn) (in €m) Passenger 20.02 289 20.11 174 19.98 (260) Cargo 2.72 (188) 2.82 (202) 3.06 (230) Maintenance 1.25 196 1.23 159 1.10 140 Other 1.41 (1) 1.37 (1) 1.29 14 * Adjusted for the estimated impact of the strike. ** Restated for IAS19 Revised. CityJet reclassifi ed as a discontinued operation. In 2014, all the business segments benefi tted from the on-going implementation of Transform 2015. The passenger business again increased its profi tability thanks, notably, to the reduction in losses in the point-to-point operations. As in previous years, in 2014 air freight was affected by the weakness in global trade and the situation of structural industry overcapacity. The cargo business remained in loss. The maintenance business continued its growth in high-value-added segments (engines and components), signifi cantly improving its profi tability. Transavia capacity was strongly increased, refl ecting its accelerated development in France (capacity +21%) and the repositioning under way in the Netherlands. 2 REGISTRATION DOCUMENT 2014 - Air France-KLM Net income/(loss), Group share Restated net income/(loss), Group share (in € million) (in € million) (198) 2014 (535) 2014 (1,827) 2013 (463) 2013 (1,225*) 2012 (696*) 2012 * Restated for IAS19 Revised, CityJet reclassified as a discontinued operation. * Restated for IAS19 Revised, CityJet reclassified as a discontinued operation. In 2012 and 2013, the net result, Group share had included Restated for exceptional or one-off items, the net result, Group substantial restructuring provisions linked to the Transform 2015 share declined by €72 million under the impact of the pilots’ strike. plan. In 2014, the net result benefi tted from the impact of changes to fi scal rules on the pension plans in the Netherlands. Net debt Operating free cash fl ow (in € billion, at December 31) (in € million) 2014 5.41 2014 261* 2013 5.35 2013 530 2012 5.97 (47) 2012 * Adjusted for the estimated impact of the strike. Reported operating free cash flow: €(164) million. A reduction in net debt was one of the main objectives of the Excluding the strike, the cost-saving efforts and strict control over Transform 2015 plan. After three years of implementation, the investment implemented within the framework of Transform 2015 Group reduced its net debt by €1.1 billion. Excluding the strike, would again have enabled the Group to record strongly positive net debt would have been reduced by more than €1.5 billion. operating free cash fl ow in 2014, amounting to €261 million. Cover ratio: net debt/EBITDA Return on capital employed (ROCE)* (at December 31) 2014 2.7* 2014 5.1%** 2013 2.9 2013 2.9% 2012 4.3 (0.4)% 2012 * Adjusted for the estimated impact of the strike on EBITDA. Reported ratio: 3.4x. * The Alitalia shares have been withdrawn from the calculation to be able to analyze the figures on a constant scope. ** Adjusted for the estimated impact of the strike. Reported ROCE: 1.6%. At 2.7x as of December 31, 2014 excluding the strike, the net At 5.1% as of December 31, 2014 excluding the strike, the return debt/EBITDA cover ratio continued to improve. on capital employed (ROCE) continued its signifi cant improvement. REGISTRATION DOCUMENT 2014 - Air France-KLM 3 Highlights of the 2014 financial year ✦ In February 2014, Air France-KLM and GOL Linhas Aéreas ✦ In September 2014, for the tenth year running, Air France-KLM Inteligentes signed an exclusive, long-term strategic partnership was ranked leader of the “Airlines” category by the Dow Jones agreement stepping up their commercial cooperation between Sustainability index (DJSI), the main international index evaluating Brazil and Europe. In addition to the existing code share agreement, companies on their performance in terms of sustainable this partnership involved a US$100 million investment in GOL, of development. For the sixth year running, Air France-KLM was which US$52 million in GOL shares. The partnership also foresees also ranked leader of the broader “Transport” category, regrouping reinforced cooperation in aircraft maintenance. Within the framework air, rail, sea and road transportation, as well as airport activities. of this agreement, Air France inaugurated the Paris-Brasilia service Air France thus ranks amongst the 24 most sustainable companies in April 2014. in the world, each in their own sector of activity. ✦ In March 2014, Air France launched its new “Air France, ✦ In early September 2014, the Group unveiled its new strategic plan France is in the air” signature via a new advertising campaign in Perform 2020, the successor to the previous plan, Transform 2015.