Annual Report 2013 KLM Airlines
Annual Report 2013 KLM Airlines
Annual Report 2013 KLM Airlines
Headofce
Amsterdamseweg 55
1182 GP Amstelveen
The Netherlands
Postal address
P.O. Box 7700
1117 ZL Schiphol
The Netherlands
Telephone: +31 20 649 91 23
Fax: +31 20 649 23 24
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
3
15
20
21
22
33
35
38
39
40
58
62
64
71
80
83
Other Information
Miscellaneous
Five-year review
Glossary of Terms and Definitions
Warning about Forward-Looking Statements
186
186
187
188
198
198
201
206
208
208
210
212
Key figures
2013
In millions of Euros, unless stated otherwise
2012
Restated
Revenues
9,688
9,473
8,579
8,565
808
827
301
3.1
81
0.9
133
(98)
2.82
(2.14)
Equity
As a % of total long-term funds
Return on equity (%)
1,611
26
8.5
1,501
23
(6.0)
Capital employed
Return on capital employed (%)
3,627
4.9
3,820
(0.3)
157
186
0.15
Traffic figures
Passenger
Traffic (in millions of revenue passenger-kilometers, RPK)
Capacity (in millions of available seat-kilometers, ASK)
Passenger load factor (%)
Number of passengers (x 1,000)
89,039
103,793
85.8
26,581
86,281
100,727
85.7
25,775
Cargo
Traffic (in millions of revenue ton freight-kilometers, RTFK)
Capacity (in millions of available ton freight-kilometers, ATFK
Cargo load factor (%)
Weight of Cargo carried (in tons)
5,890
8,558
68.8
770,215
6,116
8,849
69.1
780,662
626
572
(363)
263
(353)
219
Financial position
Cash flow from operating activities
Cash flow from investing activities (excluding
(increase)/decrease in short-term deposits and commercial
paper)
Free cash flow
Average number FTEs of KLM Group staff
Permanent
Temporary
Employed by KLM
Agency staff
Total KLM
29,209
1,426
30,635
1,870
32,505
29,611
1,578
31,189
1,661
32,850
35,662
35,787
* After the impac t of revised IAS19 as per January 1, 2013. See notes to the c onsolidated financ ial statements:
Change in ac c ounting polic ies
ailing economy. In the 95th and future years of our existence, we will continue to do
what we have always done: we will consolidate our position to secure our future.
New President and a new phase for the AIR FRANCE KLM Group
AIR FRANCE KLM entered a new phase in the second half of the year. It hallmarks
greater synergy, cooperation, both between the two airlines, Air France and KLM, on the
one hand and the AIR FRANCE KLM Group on the other. The AIR FRANCE KLM Group and
the companies will make even better use of their strengths: innovation, sustainability, an
extensive network, solid partners, experienced and committed people. Our ambitions are
to be even more competitive and profitable. This will be achieved by building a mutual
trust.
The new phase was accompanied by a new senior management team. Jean-Cyril Spinetta
and Leo van Wijk stepped down as Chairman and Vice-Chairman respectively of
AIR FRANCE KLMS Board of Directors. They were succeeded by respectively Alexandre de
Juniac and Peter Hartman, the latter stepping down as President and Chief Executive
Officer of KLM as per July 1, 2013.
At KLM, I succeeded Peter Hartman as President and Chief Executive Officer. Under Peter
Hartmans leadership, KLM grew into the major player it is today. We are very grateful to
him for all he accomplished during his 40 years at the Company. The new board of
Managing Directors will gladly build on the achievements of Peter Hartman and his
predecessors. Any changes to the future will merely be a shift in emphasis, because
KLMs structure and its foundations are strong and do not need altering.
Changes in the world, the economy and the airline industry
Economic situation
We will enter so it seems a new economy. Forecasts about economic recovery are
widely divergent. Instead of waiting for the crisis to pass, it is important that we
anticipate continuously changing market circumstances, characterized by more critical
passengers, growing competition and as a consequence revenues that stay under
pressure.
Operating conditions are uncertain across the board. On the other hand, the global airline
industry is still growing by about 5 percent per year, a rate companies in other industries
can only dream about. Nevertheless, growth figures vary substantially in various parts of
the world and thus the market remains precarious, especially in the cargo sector.
Profiting from the growth is a permanent challenge but something we achieved during
the year.
In November 2013, The Netherlands came out of recession for the first time in 15
months. The growth rate, however, was still minimal (0.1 percent) and the recovery is
fragile. There are concerns about the high rate of unemployment and its influence on
expenditure. Although consumer confidence seemed to pick up slightly at the end of the
year, it is still low. At the end of 2013, it was revealed that the Dutch were taking
3 percent fewer holidays than in the previous year, the largest drop since the 1980s.
Geopolitical conditions reasonably stable
Geopolitical conditions were reasonably stable in 2013, although certain incidents had a
negative impact on the industry. Apart from being an enormous humanitarian tragedy,
the civil war in Syria like the situation in the Near East in general led to economic
unrest, which will probably endure into the longer term. The same is true for the situation
in Egypt. By contrast, the friendlier relations between Iran and the West are encouraging.
Challenges of a completely different nature and order arose in Africa and Asia. In Nairobi,
the capital of Kenya and one of KLMS daily destinations, a fire broke out at
Jomo Kenyatta International Airport. Our partner, Kenya Airways, was badly affected and
we were unable to serve the airport for two days. Typhoon Yolanda/Haiyan brought
devastation to the Philippines. KLM provided a Boeing 747 to Unicef and the Red Cross to
fly emergency relief to the disaster area.
Closer to home, our operations were affected by strikes by air traffic controllers in some
European countries and a series of storms in The Netherlands during the fall. Events like
that again demonstrate that natural phenomenons as well as political uncertainties can
quickly impact on the industry and they underline the importance of responding promptly
and proactively informing travelers.
International competition: the same rules for all airlines
The trends in the aviation industry that we observed during the last few years continue.
The competition remains fierce. Airlines from the Middle East have entered into alliances,
placed mega orders for hypermodern aircraft, started to bring operations of Airbus A380
aircraft to Schiphol and are continuing to expand and make conditions difficult for
European airlines. Budget airlines are actively present in the short and medium-haul
leisure market and are now turning their sights to business travelers. By doing so, budget
airlines are directly targeting the traditional players that are operating from hubs.
Continuously anticipating these developments, we believe in our own approach which
based on building firm network alliances, balancing costs and service, speed and quality,
punctuality and safety.
Margins in the global airline industry are thin. The fierce competition on international and,
especially, intercontinental routes is part and parcel of the business, but the rules should
be the same for all players.
Emission trading rights
The EU directive establishing the EU emissions trading scheme (EU ETS) has applied to
aviation since 1 January 2012. The system was designed to apply to all flights to, from
and within Europe. AIR FRANCE KLM has always supported the implementation of a
market based measures mechanism that benefits the environment, far more than a
straightforward tax, provided the mechanism is non-discriminatory, workable and cost
efficient. EU ETS, limited to intra-European flights, can be considered as a first step
towards a worldwide system that should be defined at ICAO level.
Following strong international objections the EU institutions in November 2012 decided to
temporarily limit ETS to intra-European flights. This so called stop-the-clock regime was
an important step towards talks on a worldwide sector approach and which has full
support of the airline industry. IATA and individual airlines such as KLM have actively
contributed throughout the ICAO process. The set of principles on aviation market based
measures which were adopted during the IATA Annual General Meeting in June 2013
provided a positive impetus for the negotiations between governments. It paved the way
for fruitful negotiations during the 2013 International Civil Aviation Organization (ICAO)
assembly.
The airline industry including KLM welcomed the landmark ICAO agreement that was
reached by ICAO Member States to develop a global market-based measure (MBM) on
aviation emissions. It is an historic and important result for air transport as it now
becomes the only major industry sector to have a multilateral global MBM agreement in
place to help govern future greenhouse gas emissions. ICAO States agreed to report back
in 2016 with a proposed MBM solution capable of being implemented globally from 2020.
Following the 2013 ICAO agreement, the EU put forward a proposal for revision of the EU
ETS for aviation so as to align the EU approach with the ICAO resolution. The proposed
move to the so-called airspace model however faces the same political hurdles with nonEU countries as the original EU ETS and could therefore harm ongoing work on
a global scheme within ICAO. The airline industry therefore calls on the EU institutions to
seize the global opportunity and focus on constructive negotiations within the scope of
the ICAO agreement instead of another confrontation with non-EU states.
Level Playing Field
Together with the Association of European Airlines, we are calling for a level, transparent
and easily verifiable playing field. In 2012 the EU Commission adopted communication on
the EUs external policy on aviation. AIR FRANCE KLM shares the Commissions
observations and analysis and supports its efforts to promote fair and equitable
competition. Changes to the European regulatory framework are necessary to preserve
the sectors competitiveness, especially in areas involving infrastructure costs such as en
route charges and airport fees.
Unification of European airspace
To date, the Single European Sky is still not yet implemented. The Single European Sky
regulation, passed in 2009 by the European Parliament, was intended to overhaul air
traffic control in order to enable a 3-fold increase in capacity, improve the safety
performance by a factor 10, enable up to 12% less CO2 emissions and reduce Air Traffic
Management costs by 50%.
Through active cooperation in the ACARE, AIRE and SESAR programs, AIR FRANCE KLM
is already actively involved in the development of measures that make implementation
possible any moment. Given the importance of a contribution of SES to worldwide CO2
reduction, AIR FRANCE KLM and the airline associations call upon European Member
States to take their responsibility in finally agree on the Single European Sky. The 2013
informal EU Transport Council meeting in Vilnius had the aim of speeding up the process,
unfortunately this did not lead to a breakthrough. It is still up to the EU Member States to
take the necessary steps to finally make SES a reality, the airline industry, including KLM,
remains committed to contribute towards reaching this goal.
Passenger rights
Customer relations are at the heart of KLMs business. Safety, punctuality and reliability
are key. In case of any unforeseen event KLM takes all measures necessary to minimize
the inconvenience for the passengers. KLM contributes to the work undertaken by the
European Commission on consumer rights and remains vigilant on the clear, fair and
equal application of rules to all airlines operating to and from the European Union, as well
as the uniform enforcement.
In March 2013, the European Commission presented proposals to further specify the
rights of airline passengers affected by delays, cancellations and denied boarding. The EU
decision-making process should in our opinion focus on a proportionate balance between
passenger rights and airline obligations. We support global standardization of passenger
rights, also in light of the competitive position of European carriers. We will, according to
applicable legislation, continue to care for and compensate passengers who fly with us
and face a disruption of their flight plans.
Dialogue between KLM and its stakeholders
In a worldwide network of many contacts with a diverse range of parties holding an
equally diverse range of interests, KLM is known as a party that well balances the
interests of stakeholders involved. We are in continuous dialogue with national and
international partners and institutions in the industry, the private sector, financiers,
national and regional authorities, customers and our environment. We have good
relations with foreign governments.
One of KLMS key partners is its "home base", Schiphol. Aviation in The Netherlands is
good for 290,000 jobs and contributes EUR 26 billion to gross national product. Its
strength is due in large part to the synergy between the Schiphol hub and the network of
KLM. Schiphol handled a record number of 52.5 million passengers in 2013. More than 70
percent of them flew with KLM Group or its partners.
The cooperation between Schiphol and KLM is vital for Schiphol to sustain and reinforce
its status as a mainport. Schiphol and KLM made preparations in 2013 for the transition
to a central security system for passengers from non-Schengen countries. This is an
extensive operation that will impact a large part of the airport. The first measures are
already being implemented. Central filters are being installed for security checks so that
passengers no longer need to be checked at the gates.
The measures will ultimately create more convenience and time gains for our passengers.
Schiphol will continue to comply with European regulations throughout the operation. The
constructions will last until 2015.
Apart from these sweeping changes to the airport, Schiphol has many other projects in
its Master Plan 2025. In 2013 Schiphol announced that possibilities are investigated to
extend the airport with an A-pier. The construction of an additional A-pier will be the
largest project of the Master Plan 2025 after the implementation of central security.
Together with other stakeholders we are intensely involved in all developments and we
are playing our part along.
Dialogue with local community representatives and other stakeholders is done at the
Alders Table, a unique consultative body in the international aviation world that was set
up in 2006. Public authorities, local residents, Schiphol and the sector sit at the Table. In
October 2013, the Alders Table issued a report on a new noise abatement system around
Schiphol with rules on the use of runways that allow for growth to up to 510,000 flight
movements per annum. Both the Dutch government majority in the Parliament support
the recommendations.
Financial results
Operating income for the KLM Group improved to EUR 301 million and the operating
margin improved to 3.1 percent. This is very encouraging given the economic situation in
Europe.
The Passenger Business performed well, with higher revenues, lower costs and stable,
albeit high, fuel prices. The Passenger Business benefitted from the better performance
of regions outside Europe, especially North and South America.
Performance at the Cargo Business was difficult. The business is still suffering from
negative economic conditions. Measures were taken to adjust capacity by reducing the
number of freighters.
Our profit for the year was due principally to the progress we made by implementing the
Transform 2015 / Securing our Future program. Its primary goal is to cut net debt while
continuing to make necessary investments.
Two years after the Transform 2015 measures came into force, we have achieved
EUR 563 million of the targeted EUR 700 million reduction in net debt and have so far
fulfilled the commitment we made. Although we have made great strides, we must
redouble our efforts to implement the remaining measures in the current regime in 2014,
which will be an enormous challenge for all of us. We will be putting our shoulders to the
wheel in 2014 to realize this goal.
Transform's second goal is to improve results on European flights. Here, too, we have
made definite progress, with a considerable improvement in operating income. We have
made better use of the fleet by reducing aircraft turnaround times and a more efficient
arrangement of seats on board the aircraft.
The third goal is to cut unit costs. We achieved a further reduction in unit costs by means
of productivity gains on all fronts, a more efficient fleet, strict cost management and
many initiatives in the framework of Securing our Future. Also in this field, realizing the
remaining cost reductions will be a challenging task for 2014.
Exchange rate fluctuations had a negative impact on the result. The relative strength of
the Euro versus the US dollar, Japanese Yen and other currencies impacted the revenues
negatively. The strong improvement in working capital seen in 2012 continued in 2013
thanks to rigorous cash management.
The financial position has improved. Our continuous efforts to implement the Transform
2015 / Securing our Future program will allow us to invest in a modern fuel efficient fleet
as from the end of 2015 and by doing so invest in a healthy future for KLM. Our
unwavering focus on debt reduction and a stronger balance sheet is laying the
foundations for our future.
Investing in our network
KLM serves 131 destinations from Schiphol. Cooperation with partners adds a further 45.
Of the total of 176 destinations, 96 are in Europe, the remainder on other continents. In
comparison with competitors such as Lufthansa and IAG (British Airways and Iberia) the
AIR FRANCE KLM Group offers the most destinations worldwide.
We are permanently seeking destinations that can positively add to our results. In 2013,
we added Manston/Kent, Florence and lesund (Norway) to our European network.
10
New intercontinental destinations are Fukuoka (KLM is the only European airline to serve
this destination in Japan) and Santiago de Chile. Thanks in part to our contacts with the
Argentine government and our Argentine partner, Aerolinas Argentinas, we will be flying
to this new destination as from February 2014. Santiago the Chile will be the ninth South
American destination for KLM. In 2013, we withdrew our services to Tehran, Addis Ababa
and Khartoum.
We intensified our cooperation with other airlines in 2013. The strategic partnership with
Etihad Airways entered its second phase. Since mid-May, KLM has been operating a daily
flight to Abu Dhabi. Through code-sharing via Abu Dhabi we added six Etihad destinations
to our network, while Etihad extended its network with 12 KLM destinations served from
Schiphol. We signed an agreement with Pegasus Airlines of Turkey to carry our
passengers to and from Turkey more conveniently and to carry Pegasus passengers to
KLM destinations via Schiphol. We concluded a similar code-sharing agreement with
SkyTeam partner Korean Air. We also deepened our cooperation with Jet Airways of
India. In total, KLM has 33 code-sharing partners.
Of all European airlines, KLM and its partners serve the largest number of destinations in
China. We are further strengthening the ties with our partners, China Southern and China
Eastern, in the firm belief that we can benefit from the relocation of economic growth
from west to east.
Our Trans-Atlantic joint ventures, together with the joint ventures with Kenya Airways,
Alitalia, China Southern Airlines and Ukraine International Airlines are of strategic
importance in building our network. In 2013 we intensified the joint venture with Kenya
Airways by signing a renewed and far-reaching joint venture agreement with Kenya
Airways with a view to enlarge the network and to generate more commercial synergy.
The Trans-Atlantic Joint Venture between KLM, Air France and Alitalia on the European
side and Delta Air Lines is very important to KLM. The four airlines share revenues and
costs on their Atlantic networks between Europe, Canada, the United States and Mexico.
Further intensification of the network produced the best results ever in 2013. Schiphol
retained its position as the most profitable hub in the joint venture.
11
Safety
In October 2013 the European Aviation Safety Agency (EASA) published new legislation
which will become effective in October 2014. The main requirement for airlines is to have
an integrated safety management system (SMS). A structured SMS is an essential
feature for our business to manage safety, which is actually about managing risk. We
endeavour to maintain an industry-leading, risk and performance based SMS and commit
to continuously improve on safety for our customers and employees. KLM aspires to be a
leader in aviation safety.
Corporate Social Responsibility (CSR): Integrating within business & operations
Dow Jones Sustainability Index
In the fall, our joint efforts with Air France in the field of sustainability were rewarded for
the ninth year in succession with a first place in the airlines category of the Dow Jones
Sustainability Index.
For the fifth time we were at the same time rewarded as sector
leader. In July we were also honored by Airline Business with the Airline Strategy Award
in the environment category for our pioneering use of sustainable biofuel.
We seek sustainability not only in our customer relations, but also in our environmental
footprint, our participation in local development and in a socially responsible human
resources policy. KLM has the ambition to remain the most sustainable airline.
Minimize our footprint
Part of our strategy is that we want to minimize our environmental footprint. To reduce
our CO2 emission is the main focus but, in addition, KLM takes extensive measures in
other fields that go far beyond legal requirements. Also in 2013 some good and
constructive initiatives were implemented.
12
13
Camiel Eurlings
President and Chief Executive Officer
14
Financial Performance
General comments
In this financial performance the figures for the financial year 2013 are compared to the
restated figures for the financial year 2012. The 2012 figures have been restated
following the implementation of the revised IAS 19 Employee Benefits, as per January
1, 2013. The impact on 2012 was a EUR 72 million lower income from current operations
and a EUR 54 million lower net result.
In financial year 2013 KLM achieved a positive income from current operations of
EUR 301 million, an increase of EUR 220 million compared to the restated 2012 financial
figures. The Passenger Business performed well, with higher revenues, lower costs and,
slightly lower (-4%), albeit, still high fuel prices. The Passenger Business benefitted from
better performance in the European market, as well as, outside of Europe in North and
South America. Performance at Cargo Business was considerably more difficult. The
Cargo Business is still suffering from negative economic conditions, putting pressure on
Unit Revenue. Measures were however taken to further lower the unit cost and the
capacity was adjusted by reducing the number of freighters.
Revenue and cost development
2013
In millions of Euros
Revenues
External expenses
Employee compensation, pension cost
and benefit expenses
Depreciation and amortisation
Other income and expenses
Total expenses
Income from current operations
2012
Restated *
Variance
%
9,688
9,473
(6,337)
(6,456)
(2)
(2,404)
(507)
(139)
(9,387)
(2,393)
(517)
(26)
(9,392)
(2)
-
301
81
Revenues
Revenues were up by 2.3%, to EUR 9,688 million (+4.6% at constant exchange rates),
compared to 2012. Capacity (in equivalent available seat kilometers) was 2.4% higher
than last year.
15
Passenger transport revenues were at EUR 6,869 million, 3.6% higher compared to 2012,
with an increase of capacity, measured in available seat kilometers, of 3.0%. Unit
revenue increased by 0.5% (+2.9% at constant exchange rates). Revenue per Passenger
kilometer (yield) increased by 0.4% (+2.8% at constant exchange rates), while load
factor slightly improved to 85.8% (+ 0.1% point).
Cargo transport revenues were at EUR 1,537 million, a decrease of 7.6%, with a capacity
decrease, measured in available ton kilometers, of 3.3%. Unit revenue decreased by
6.0% (-3.6% at constant exchange rates). Revenue per ton-kilometer (yield) decreased
by 5.5% (- 3.2% at constant exchange rates), whilst load factor decreased by 0.3% point
to 68.8%.
Leisure transport revenues increased by 6.3% to EUR 724 million compared 2012.
Revenues from maintenance for third parties and the work performed for Air France
amounted to EUR 518 million, which is an increase of 13.8%, compared to 2012, and is
mainly resulting from higher maintenance revenues from third parties.
Expenses
Expenses remained stable at EUR 9,387 million (+2.6% at constant exchange rates)
compared to the restated figures 2012.
Fuel cost decreased by 5.2% to EUR 2,941 million. Compared to 2012, the average jet
fuel price was 1.5% lower after hedge, volume was 0.7% lower and a 3.1% weaker USD.
Excluding fuel, expenses increased by 2.5% with a capacity increase measured in
equivalent seat kilometers of 2.4%. At constant exchange rates and fuel price, unit costs
were 1.4% lower than the restated figures 2012.
Employee cost only increased by 0.5% to EUR 2,404 million, despite EUR 44 million
higher pension cost in 2013. The average workforce employed by the KLM Group was
30,635 FTEs (2012: 31,189 FTEs) and productivity increased by 3.4% compared to
2012.
16
2012
Restated *
301
(51)
(127)
68
191
(48)
(10)
81
(95)
(128)
24
(118)
31
(11)
133
In millions of Euros
(98)
The net profit in financial year 2013 amounted to EUR 133 million, an increase of
EUR 231 million compared to 2012.
Other non-current income and expenses showed a loss of EUR 51 million in financial year
2013 which mainly relates to losses on the sale of 7 Fokker 70s and book losses on
related F70 engines (EUR 13 million), an one-time 16% income tax levied in The
17
Netherlands on salaries higher than EUR 150,000 in 2013 (EUR 12 million), an onerous
lease provision on a full freighter (EUR 9 million) which will be early phased-out,
additional cost for the settlement of Cargo anti-trust investigations (EUR 8 million) and
additional losses related to the earlier phase out of a Passenger MD-11 (EUR 6 million).
The improvement in other financial expenses mainly relates to the revaluation of KLMs
debt in foreign currencies, mainly related to weakening of the Japanese Yen against Euro,
and the time value on fuel derivatives.
The result from equity shareholdings reflects the KLM share of the results of Kenya
Airways Ltd. and Transavia France.
Cash flow statement
2013
2012
Restated *
626
(363)
572
(353)
(184)
(322)
(16)
(1)
(41)
1
In millions of Euros
Cash flow from operating activities
Cash flow from investment activities
(Increase) / Decrease in short-term deposits
and commercial paper
Cash flow from financing activities
Other
Changes in cash and cash equivalents
(259)
178
The operating cash flow of EUR 626 million positive, is composed of a cash flow from
operating activities before working capital of EUR 587 million, and a positive working
capital movement of EUR 39 million. The focus on cash resulted in an improved positive
free cash flow of EUR 263 million, compared to a EUR 219 million positive free cash flow
in 2012.
Investing cash flow amounted to EUR 363 million, of which EUR 223 million for fleet
renewal and modifications. Next to prepayments for future fleet, one Boeing 777-300ER,
two Airbus A330 (one -200 and one -300), two Boeing 737-800 and two Embraer 190
entered the fleet in financial year 2013. Fleet related investments amounted to
EUR 206 million, including EUR 135 million for capitalised fleet maintenance. Other
capital expenditure amounted to EUR 96 million (including EUR 68 million for capitalized
software) whilst disposal of aircraft led to an income of EUR 161 million and mainly
relates to aircraft sale and leaseback operations.
18
The financing cash flow was EUR 322 million negative. New financing included financing
of new fleet amounting to EUR 114 million and other transactions of EUR 93 million.
Redemption of finance lease liabilities amounted to EUR 288 million, redemption on
existing
loans
(EUR
198
million),
redemption
on
an
AIR
FRANCE
KLM
loan
The net debt to equity ratio improved from 186% (restated 2012) to
157%.
19
Subsidiaries
KLM interest in %
100
100
100
100
100
100
100
100
100
100
100
Cygnific B.V.
100
60
Associate
Kenya Airways Ltd.
27
40
20
Passenger kilometers
2013
Seat kilometers
% Change
14,554
18,602
11,015
26,450
10,138
3,638
4,642
13,918
18,663
9,504
25,683
10,229
3,622
4,662
4.6
(0.3)
15.9
3.0
(0.9)
0.4
(0.4)
89,039
86,281
3.2
Cargo
In million cargo ton-km
2012
2013
17,842
20,866
12,486
30,593
12,097
4,560
5,349
17,096
20,896
10,796
29,446
12,262
4,647
5,584
103,793
100,727
Traffic
2013
2012
2012
Load factor
% Change
2013
2012
2012 %
4.4
(0.1)
15.7
3.9
(1.3)
(1.9)
(4.2)
81.6
89.1
88.2
86.5
83.8
79.8
86.8
81.4
89.3
88.0
87.2
83.4
77.9
83.5
3.0
85.8
85.7
Capacity
% Change
2013 %
Load factor
% Change
2013 %
2012 %
Route areas
Europe & North Africa
North America
Central and South America
Asia
Africa
Middle East
Caribbean and Indian Ocean
24
965
1,350
2,418
910
152
71
23
985
1,330
2,548
988
149
93
2.2
(2.0)
1.5
(5.1)
(7.8)
2.4
(23.3)
311
1,536
1,886
3,079
1,294
243
209
298
1,548
1,846
3,251
1,393
246
267
4.1
(0.8)
2.1
(5.3)
(7.1)
(1.1)
(21.7)
7.7
62.9
71.6
78.5
70.3
62.7
33.9
7.8
63.7
72.0
78.4
70.9
60.6
34.6
Total
5,890
6,116
(3.7)
8,558
8,849
(3.3)
68.8
69.1
21
22
Social Media
New products and services to improve passenger satisfaction included new self-service
check-in machines, smart boarding (a trial), mobile data traffic during the flight (wifi) and
the KLM Passport app. The revamped check-in machines are simpler to use than the
older ones, have a new look and feel and accept payment by bank card. A KLM Boeing
777-300 hosted the first commercial flight with wireless internet in early April.
Passengers paid access to the internet via their smartphones, laptops or tablets. The
service meets customers growing demand to be online at any place and any time.
KLM was an early adopter of social media as a means to provide service, increase
customer loyalty and develop commercial activities. We have had a Facebook account
since January 2010. In 2011 we were the first European airline to provide 24/7 customer
service via social media. We respond instantly to urgent customer needs via Facebook,
Twitter and VKontakte, a popular Russian Social media platform, and in 2013 we took a
major step by developing Facebook as an even more commercial channel. Through KLM
24/7, we increased the number of languages in which we communicate on Facebook and
Twitter from seven to ten: French, Russian and Norwegian were the newcomers.
KLM has more than 10 million followers on social media worldwide, a milestone that we
passed in summer 2013. With 4 million fans on Facebook we are the largest airline on
Facebook. A survey in August also found that KLM was the most socially devoted brand
on Facebook, measured by number of followers, response time and number and quality
of helpdesks.
In 2013 the SimplyFlying consultancy declared KLM the best airline on social media and
shortly afterwards an online survey by Social Embassy ranked KLM as the best social
media brand in The Netherlands. Our efforts to improve customer service even further
were rewarded in April with the Market Leader Award for the best service via Twitter and
Facebook.
E-commerce
We have identified growth potential for online sales in emerging markets (Brazil, China,
Southeast Asia). We are therefore setting up more digital acquisition channels for these
markets. We are permanently working on improving our applications. Our mobile first
strategy requires us to develop all our digital products and services for use on mobile
devices: smartphones, tablets and laptops.
23
In 2013 we adapted our online content and marketing and sales campaigns for use on all
devices (including desktop computers).
KLM is also innovative in the field of E-commerce. One of the most recently launched
services is Wannagives, a good example of listening to the customer. In response to
demand highlighted on social media, KLM developed a service to surprise friends and
family on board with a gift. @KLM_LocalEyes is an initiative to inform passengers about
their destinations. On the new Twitter account @KLM_LocalEyes, local KLM staff tweet
weekly tips about their cities. The free KLM Passport app enables travelers to compile a
trip report using their own photographs and films. They can then share their reports on
Facebook and by e-mail.
In March 2013 we introduced a new app for customers to provide feedback on KLMS
service and ground process. We are increasing the involvement of the customer in the
process at the airport so that we can improve it where necessary.
A completely new venture in KLMS customer loyalty program is a strategy game,
Aviation Empire, in which gamers play the part of airline executives and take decisions on
fleet investments and new destinations. The game was launched on July 1. It is much
more than amusement. It enables us to build up and strengthen customer relations. The
goal of 100,000 users set for the end of 2013 was passed just a few weeks after the
games introduction.
Customer appreciation
The customers appreciation of our services was reflected in the receipt of several
awards. In May we received five Freddie Awards for the best loyalty program and in July
SkyTrax rated KLM a four-star airline for its product offer and service delivery. It has
placed us in a very select group of airlines. SkyTrax also conferred a second consecutive
award on us for the Best Airline Staff Service in Europe. The award was based on the
opinions of frequent travelers, those who are in the best position to make comparisons.
KLM also won an E-commerce award for the best website performance.
Fleet
Investments in the fleet are essential to every modern airline. New aircraft are more
comfortable and the engines are quieter, more economical and cleaner. In our case, they
are bringing us closer to our social ambitions and increasing our competitiveness. For
KLM, fleet renewal is a continuous process.
24
The preparations for the introduction of the Boeing 787 have started. In addition AIR
FRANCE KLM Group placed an order for 25 Airbus 350s in June this year.
As well as adding new aircraft to the fleet, we also invested in renewing the existing fleet
and modernizing our services and products, for example by introducing the new World
Business Class. A significant change was the redesign of the World Business Class with
new full flat reclining seats that meet the passengers wishes for comfort and privacy.
Dutch designer Hella Jongerius designed the interior with new carpets, new wall
decorations, curtains, cushions and blankets. The design is both innovative and
sustainable, partly because old KLM uniforms were used for the materials and old carpets
were recycled in accordance with the cradle-to-cradle principle.
Product diversification more options for the customers was also introduced on the
KLM Cityhopper fleet with Economy Comfort. With the introduction of the slim seat,
passengers are given more legroom.
Operations
The most important categories of the key performance indicators of KLMs operations are
(I) service, (II) completion, (III) on-time performance and (IV) baggage. Operationally,
2013 was a good year, better than last years performance, since 14 out of 17
operational targets were met. We met our targets on long haul and short haul
punctuality. Arrival punctuality on both short-haul and long-haul flights exceeded that of
our competitors. The same is true for our short-haul departure punctuality. Our long-haul
departure punctuality is at target and brings us to a top two position compared to our
competitors. Also our targets on completion were realized and we improved our
performance on baggage. Initiatives to make operational processes and operational
support more reliable and more efficient are key to improving performance and reducing
unit costs. Within the scope of the Flight Plan 2013 KLM took several such initiatives
during the year.
Flight Plan 2013
The Flight Plan 2013, being a comprehensive, single page summary of the strategy we
want to follow, has proven to be a useful tool that helps all colleagues within the
Passenger Business operations to set and monitor priorities. The flight plan concentrates
objectives and priorities around five themes being (I) Customer & Product, (II) Network
& Fleet, (III) Operations, (IV) People & Organization and (V) Finance. Looking back we
conclude that almost all our ambitions are accomplished.
25
To allow more sales we fitted six additional seats in each of our 24 Boeing 737-800 by
removing the coatrooms and removal of the side galleys. Despite the higher seat density
the load factor increased.
By having all departments concerned meticulously analyze the entire handling process
(catering, cleaning and crew boarding) of the Fokker 70, Embraer 190 and Boeing 737,
we cut turnaround times by five to fifteen minutes depending on aircraft type. The
aircraft can now fly more hours and be more productive. The input of our staff was the
key to this successful reduction in turnaround time. By involving concerned staff in the
design of the new processes, innovative and creative solutions were found.
The trial with smart boarding involves an innovative system that speeds up and simplifies
the boarding process and thus reduce turnaround time by issuing sequence numbers to
passengers at the gate. Depending on satisfaction of our customer as well as the
operational improvements in the processes, we will decide whether we will roll out the
system in 2015.
Seasonality
Also as part of Transform 2015 / Securing our Future we looked for creative ways to
break through the traditional patterns of seasonality. The airline industry, and thus KLM,
has different result patterns depending on the season. To some degree, we have already
responded to this by planning network and maintenance programs during low season.
But there are still parts of our operational system that are spread evenly over the year,
which is expensive.
solutions that will break the patterns and will lead to improvement of the financial
results.
In 2012 we started the transfer of maintenance activities of the Embraer 190 from a third
party maintenance supplier to Martinair Regional Jet Center. In 2013 the maintenance of
all Embraer aircraft has been transferred. A very challenging operation, because it had to
be performed in as short a time as possible, without compromising on quality in any way.
26
The Regional Jet Center focusses on being a learning and innovative organization in an
environment of heavy competition.
Emergency Management
Alignment of the Emergency Management Procedures of Air France, Delta and KLM is in
full progress. Training and introduction of the aligned Local Emergency Response Action
Plans has been completed worldwide. An audit performed on this process has been
executed with positive recommendations.
Steering Scenarios
Disruption of operations in winter due to snow and icing conditions is a continuous focus
area. During winter 2012 we introduced a scenario based methodology in case of
expected operational disruptions. A poor weather forecast of three days in advance
activates different processes, in order to be prepared for a disrupted day in which the airor airport capacity is reduced. Pro-active measures enable us to make the most efficient
and customer focused decisions. Passengers can be informed pro-actively on their change
in schedule due to weather conditions. Results are very positive and further development
of this scenario based methodology is in progress.
The introduction of our new passenger and baggage handling system Alta Departure
Control Customer Management at Schiphol was an important event. It handled its first
flight, to So Paulo, on October 1. The system will be rolled out for all flights in the
course of 2014. The benefit in the longer term will be more interaction with passengers,
which will in turn enable us to offer more targeted products and services. Our
compliments go to the staff who put great effort in the implementation of the new system
that leads to significant changes in the operational processes.
The successful implementation of Icrew (planning and rostering tool for cockpit- and
cabin crew) in 2012 was followed by introduction of Milord Sirocco KLM, a joint tool of Air
France and KLM for use in the front office of the Operations Control Center for day of
operations network steering.
70MB project
A joint project carried out by KLM and Schiphol is "70MB" (70 million bags), a redesign
and extension of the baggage system so that many more bags can be handled now and
27
in the future. In 2013 the new system with many innovative features was put into
operations.
In spite of two major baggage disruptions at Schiphol that have put the performance
under pressure the number of bags (per 1000 pieces) that do not travel with their owner
was decreased from 70 in the year 2012 to 25 in the year 2013.
SkyPriority audit
In May, SkyTeam, the alliance between KLM and 18 other airlines, subjected KLM to a
SkyPriority audit. The audit determines whether SkyTeam members carry out SkyPriority
(faster handling of SkyTeam members) promptly and correctly. SkyTeam examines the
check-in, baggage drop-off, security control, boarding, etc. We met all the standards set
by SkyTeam, further proof of our quality and efficiency.
Ipad on board
We improved our efficiency by issuing iPads to cabin and cockpit crew. Crew members
can use the information in the iPad apps to respond more effectively to customer wishes.
The information in the tablets will allow our crew to inform customers about connecting
flights or last-minute operational changes. The Ipads also allows the crew to sell
additional products and to make passengers join the Flying Blue program on the spot.
Cargo
The economic climate had more impact on the cargo market than on the passenger
market. Conditions on the cargo market were dominated by overcapacity and pressure on
prices. A slump in imports and exports has had an immediate impact on the sector.
Other factors that affected the cargo market in 2013 were the shift from air to sea
freight, the global increase in passenger aircraft with greater belly (freight) capacity and
an increase in the local production of goods. They were offset to some extent by the
growth of E-commerce and stability in the regions in which KLM operates. On balance,
Cargo incurred an operating loss in 2013 of EUR 68 million, on transport revenues of
EUR 1,537 million, versus an operating loss of EUR 78 million in 2012.
Although we turned in a loss, we have improved our result and we have done what we
set out to do: take a firm grip on costs, so firm in fact that costs fell more sharply than
capacity in 2013.
28
29
30
31
transavia.com is investing in a new future proof IT environment to align and improve the
customer experience and the internal operational processes. This enables the airline to
benefit optimally from transavia.coms distinctive "low fare with care" approach: offering
a typical transavia.com service at sharp, basic prices with the freedom to select a wide
range of additional paid services. The new systems enable the organization to serve all
customers, scheduled and charter, with the same products and thus achieve lower cost
levels and a consistent service.
transavia.com generated more synergy with KLM and expanded the transfer traffic by
introducing codeshares of KLM on the transavia.com flights to 25 destinations.
The Dutch airline shares business model with transavia.com France and intensified the
cooperation in order to support the expansion of the low fare airline in the French
market. Both companies are combining their efforts in inbound markets to increase the
proportion of foreign customers.
For the coming years the way forward is profitable growth, resulting in an extended focus
on the two home markets as the leading low cost carrier, but also, more offensively, a
broader view on foreign markets and passenger audience.
32
Safety
Safety is of vital importance for both our customers and employees. Sustaining our
license to operate depends on maintaining the safety and reliability of our operations.
To achieve our ambition to be a leader in aviation safety, we manage safety through our
risk and performance based Safety Management System (SMS). We actively look for the
unknown, try to see what is hidden and control the outcome of that knowledge. Our SMS
includes all aspects of operational, occupational and environmental safety and security
and enables us to make risk based decisions at all levels in the organization. We carefully
identify risks and put mitigating measures in place to prevent those risks resulting in
incidents or even accidents.
Our main objective is to have zero accidents and to minimize incidents. In 2013
operational safety goals were met. We succeeded to decrease the number of high risk
occurrences, even though the standards were raised in 2012.
However, we have not yet achieved our goals regarding occupational safety. Sadly, in
2013 a fatal road accident occurred on Schiphol Airside. The accident was investigated
thoroughly in close co-operation with authorities.
To substantially improve our occupational safety performance, we will continue our
efforts on this subject. Occupational safety will be integrated more and more with
operational safety. We endeavor to have positive results from this program in 2014.
Furthermore, the new way of integrated safety management was laid down in a revised
safety management manual. Besides a clear corporate governance structure and
procedures for safety management, it also includes a redesign of our risk assessment
process. Our risk assessment matrix now supports integrated risk based decision making
regarding seven business concerns: people, environment, operations, compliance,
reputation, security and assets. Reactive assessment of incidents is possible, but also
proactive and predictive assessment: the new matrix can be used for risk assessment of
hazards, incidents and intended changes.
As our prime method for proactive risk management we started to use the BowTiemodel. For our operational risk register we identified the key top events for KLM,
including all their preventive and recovery barriers.
33
The safety of our operations depends not only on a good SMS, but also on a beneficial
safety culture, stimulating our employees to improve our safety performance. This is
supported by our five safety principles, which we have integrated in our safety policy:
Work Safely: if an employee is convinced that the task assigned to him cannot be
performed without compromising safety, he or she is expected not to perform this
task and inform his management;
Stick to the rules: every KLM employee has the responsibility to contribute to the
solutions to safety problems by complying with laws, regulations and procedures;
Report unsafe situations: every KLM employee has the responsibility to identify and
alert each other and management to potential hazards and threats, not only in their
own job but also in cross-functional relationships;
Help and challenge each other: all KLM employees are expected to help, support and
challenge each other about safety when performing their work;
In 2013 the KLM Safety Culture Program continued to strengthen this culture among our
employees and subcontractors.
34
Staff
KLM was declared one of the three coolest brands in The Netherlands at the end of 2012.
In 2013 a survey conducted by Effectory and Intermediair proclaimed us the best
employer in The Netherlands in the category of companies with more than 1,000
employees. Our staff gave us a score of 8.9 out of 10.
Apart from best employer, social professional network LinkedIn found KLM to be the fifth
most popular employer in 2013. This underscores our efforts to foster and develop good
employment practices, which was also supported by the results of our Employee
Engagement Monitor. Being the third largest corporate employer in The Netherlands with
more than 30,000 employees based in The Netherlands, we recognize the impact that
KLM can have and we are dedicated to fulfilling that role in every respect.
Social Rights and Ethics Charter
An important guide for all our personnel is our new Social Rights and Ethics Charter,
which the new Board of the AIR FRANCE KLM Group signed on July 15, 2013. The
previous version dated back to 2006. The charter covers not only good employment
practices, it also sets out the principles of the AIR FRANCE KLM Group's corporate social
responsibility in general.
An important theme of the charter is (gender) diversity, which received special attention
in 2013. KLM recognizes the importance of diversity: we are convinced that diversity will
be a catalyst for creativity, flexibility and productivity and will enable us to use the full
potential of our labor population. Improvements in this domain are possible and desired.
We will therefore give the diversity policy and the associated diversity program within
KLM even more priority in 2014. In 2013 the decision was already made to create a
diversity council, presided by the CEO, to promote and co-ordinate new diversity
initiatives.
Works Council
KLMS new Works Council was installed on May 31. KLMS employees voted for the
candidate of their choice in the spring. For the first time, the ballot was entirely digital.
The "turnout" was high: 60%.
The Works Council handled nearly 40 requests for advice and approval in 2013. The most
important ones were the requests for advice on the new structure of the AIR FRANCE
35
KLM Group and of KLM itself. Upon its inauguration, the Council declared it would
"continue to follow the line in cooperation with management to keep the KLM family
together in these challenging times."
Health policy
We made changes to our health policy in 2013. One of the results was a multi-year plan
for the next three years and an action plan for 2014. The action plans will make clear
which projects regarding health and safety KLM will work on in 2014. The new policy
targets not only sickness absenteeism but specifically focusses on keeping KLM
employees healthy and fit. We will step up our preventive measures by investing in both
working conditions and health promotion. The Works Council approved the multiyear plan
and the action plan in December.
Commitment
We listen closely not only to our customers but also to our people. Using their know-how
and skills creates innovative ideas and cuts costs, as demonstrated by such initiatives as
the Young KLM Round Table, smart boarding and the commitment shown by staff in
several departments to reduce aircraft turnaround times.
36
37
Fleet development
KLM Group continued its fleet renewal program in financial year 2013. Fleet renewal
raises the quality of service we offer to our customers and enhances the efficiency of our
operations.
During financial year 2013, KLM took delivery of 7 new aircraft: one Boeing 777-300ER
and two Airbus A330 (one -200 and one -300) entered the long haul fleet. Two Boeing
737-800 and two Embraer 190 were added to the fleet. All these aircraft fit perfectly in
the network, are more fuel-efficient, require less maintenance and are quieter. Also the
preparations for the introduction of the Boeing 787 have started.
The contract with Airbus for the A350XWB concerns twenty-five firm positions and
twenty-five options. The firm positions are split between KLM and Air France and 7
positions are allocated to KLM. The first A350 is planned to enter into services within KLM
in 2019.
In total, 4 aircraft left the fleet in 2013. KLM Group phased out two MD-11 passenger
aircraft, one Boeing 737-700 was phased out and one Boeing 737-800 was subleased to
Transavia France.
38
Owned
**
Finance Operating
leases leases ***
Total
wide body
wide body
wide body
wide body
wide body
wide body
wide body
wide body
wide body
wide body
narrow body
narrow body
narrow body
regional
regional
17.7
20.2
10.5
1
14
1
1
3
5
1
3.4
9.2
19.6
17.8
3
3
7.8
10.9
9.9
5.8
4.1
17.9
6
2
Excluding operating leases and training aircraft. The average age including operating leases is 10.5 years
**
Excluding 1 Boeing 737-800 (subleased) and 1 MD-11 not in operation as per December 31, 2013
6
2
10
9
13
1
4
6
3
29
16
11
62
85
26
4
12.2
8
6
1
2
59
7
15
3
1
8
15
4
6
4
12
5
45
27
24
26
4
206
*** Excluding 2 Boeing 747-400BCF and 1 Boeing 747-400ERF (subleased) not in operation as per December 31, 2013
39
40
presented to the KLM Executive Committee and twice a year to the KLM Audit Committee
of the Supervisory Board.
The AIR FRANCE KLM Group Strategic Framework determines the strategic risks
(competition, economic growth, etc.) as well as the related action plans within the
context of its work to establish the AIR FRANCE KLM Groups strategy. These risks and
action plans are the subject of a presentation and are discussed by the AIR FRANCE KLM
Group Executive Committee.
Audit Committee
KLM ExCom
Monitoring of KLM risks
The risk management process complies with international regulatory standards including
the European Union 8th Directive.
Monitoring
AIR FRANCE KLM is continuously paying additional attention on financial reporting, based
on the internal control framework for financial reporting. The existing risk management
system supports this additional attention and contributes to fulfil the requirements of the
Dutch Corporate Governance principles.
41
To maintain a reliable internal control framework in general (including the Companywide controls) and for financial reporting in particular;
To report open control issues and the measures to monitor and to mitigate the risks
and related consequences of these control issues, and
42
43
the expansion of global business the net effect does not necessarily be detrimental to air
travel.
To respond to the competition from other airlines or railway networks, the Company
constantly adapts its network strategy, capacity and commercial offers. Furthermore, the
Company seeks opportunities in mutually reinforcing partnerships, such as the highspeed air-rail link with Brussels and Antwerp, and the various airline partnerships
(codeshares, joint ventures, alliances). The Company regularly raises with the Dutch and
European authorities the need to establish and maintain fair competition regulations.
Risks linked to the seasonal nature of the air transport industry
The air transport industry is seasonal, with demand weakest during the winter months,
leading to a too high cost base in the winter, mitigation, temporary personnel in peaks
and projects to reduce seasonality.
Risks linked to the cyclical nature of the air transport industry
Local, regional and international economic conditions can have an impact on the
Companys activities and, hence, its financial results. Periods of crisis are liable to affect
demand for transportation, both for leisure and business travel. Furthermore, during such
periods, the Company may have to take delivery of new aircraft or be unable to sell
aircraft not in use under acceptable financial conditions. The Company monitors demand
closely so as to adjust capacity while reinforcing the flexibility of the fleet. (An example is
the accelerated phase out of the MD-11 passenger aircraft, to be out of service as of the
winter 2014-2015.)
Risks linked to the air cargo market
The air cargo market is characterized by structural excess capacity resulting from a low
growth in demand and the influx on new freighter aircraft, while old freighters slowly
retire, as well as a steep growth in belly capacity due to the strong growth of the number
of wide body passenger aircraft worldwide. As a result yield and unit revenues are
structurally under pressure. Also alternative modes of transport, particularly sea
transport by large container vessels, put pressure on air cargo volumes and yields.
44
linked
to
changes
in
international,
national or regional
laws
and
regulations
Air transport activities remain highly regulated, particularly with regard to the allocation
of traffic rights and time slots and the conditions relating to operations (such as:
standards on safety, aircraft noise, CO2 emissions and airport access). Within this
context, the community institutions notably decide on the regulations which may be
restrictive for airlines and are liable to have a significant organisational and/or financial
impact.
In March 2011, the European Commission published its White Paper entitled Roadmap to
a Single European Transport Area, which emphasises the need to reduce the transport
sectors impact on the environment while avoiding any unnecessary constraints on its
development: curbing mobility is not an option.
45
The report highlights various initiatives which are intertwined with KLMs ambitions, such
as developing a market for bio-fuels, stimulating innovation and pushing for a Single
European Sky. The White Paper also, however, envisages introducing a tax on air
transportation, levying VAT on international flights, stepping up initiatives in the
passenger rights area, pursuing a pro-active policy on rail development and reviewing the
regulation governing the allocation of time slots in the European platforms. Some of
these initiatives, such as a revision of passenger rights legislation, have meanwhile
materialised.
The European Commissions ambitions for the year to come are incorporated in its
working program for 2014, labeling the final year of its tenure as a year of delivery and
implementation. Implementation of the revision of the EU Emissions Trading System for
aviation will be one of the European Commissions key priorities. Such initiatives have the
potential to increase the Companys operating expenses or reduce its revenues.
Moreover, they potentially expose the Company to retaliatory measures.
KLM, in close coordination with Air France, actively defends its positions towards the
Dutch government and European institutions, both directly and through industry bodies
such as the International Air Transport Association (IATA) and the Association of
European Airlines (AEA), regarding both changes in European and national regulations
and a reasonable and balanced allocation of traffic rights to non-European airlines.
On a national level, the Dutch government continued the implementation of the air
transport policy (Luchtvaartnota) which was adopted by parliament in 2011, and which
has the mainport function of Amsterdam Airport Schiphol and the essential role of the
network of KLM and partners at its core.
The government that was installed in 2012 asserted that Amsterdam Airport Schiphol is
of major importance for the Dutch economy and will therefore be allowed to continue to
grow.
For KLM it is important to monitor that implementation of these laws and regulations are
not leading to a distortion of the level playing field in the airline industry.
46
47
The principle of the European Emissions Trading Scheme is that each Member State is allocated an annual allotment of CO2 emission
allowances. Each Member State then, in turn, allocates a specific quantity of emission allowances to each relevant company. At the end of every
year, companies must return an amount of emission allowances that is equivalent to the tons of CO2 they have emitted in that year. Depending on
their emissions, they can also purchase or sell allowances to certain markets in the EU. Furthermore, they can earn a limited amount of credits for
their greenhouse gas reduction efforts in developing countries through Clean Development Mechanisms (CDMs).
48
The KLM and Martinair flight operations as well as all relevant ground activities in The
Netherlands are also covered by our environmental management system under the ISO
14001 certification. It is planned to extend this certification to other subsidiaries.
Risks linked to the oil price
The fuel bill is the largest cost item for airlines. The volatility in the oil price thus
represents a risk for the air transport industry. In effect, a sharp increase in the oil
price will have a negative impact on the profitability of airlines, particularly if the
economic environment does not enable them to adjust their pricing strategies.
Furthermore, for the European airlines, any appreciation in the US dollar relative to the
euro also results in an increased fuel bill.
AIR FRANCE KLM has a policy in place to manage these risks that are set out in the
section Financial risk management in the notes attached to the consolidated financial
statements.
49
Operating risks
Safety and Security
Safety and Security are basic elements of KLM operations and a vital source for customer
satisfaction. KLM is committed to continuously improve the entire safety of its operations.
This is achieved by building upon the best safety and security practices through a
management and working environment of continuous learning and improvement.
Reference is made to the safety section in this annual report.
Airline accident risk
Air transport is heavily regulated by a range of regulatory procedures issued by both
national and international civil aviation authorities. The required compliance with these
regulations is governed through an Air Operator Certificate (AOC), awarded to KLM for an
unlimited period.
Accident risk is inherent to air transport, each AOC holder is required to adopt an
Accident Prevention and Flight Safety program (APFS), which forms an integrated part of
KLMs safety management system. The civil aviation authority carries out a series of
checks on a continuous basis covering these requirements and associated quality system.
In addition to this regulatory framework, the IATA member airlines have defined and
comply with the IATA Operational Safety Audit certification (IOSA) which renewal audit
took place in 2012 for KLM and KLM Cityhopper without any findings. Martinair and
Transavia passed the renewal audit in 2013.
KLM, as a leader in aviation safety, has the ambition to have an industry-leading, risk
and performance based safety management system so that risk based decisions can be
taken at all levels of the Company.
Operational integrity
Operational integrity is one of the essential conditions for success in the aviation
industry. Airline operations are highly sensitive to disruptions. Delays lead to loss of
quality and are costly. KLM has taken a number of initiatives to safeguard its operational
integrity. The Operations Control Centre, where all network-related decisions on the day
of operations are taken, plays a central role.
50
To KLM a prerequisite for delivering a high quality service to its customers is good
cooperation with its suppliers. To mitigate the inherent risks of third party processes, the
quality of their operation and well-tuned cooperation between all parties involved is of
utmost importance.
Natural phenomena leading to exceptional situations
Air transport depends on meteorological conditions, which can lead to flight cancellations,
delays and diversions. Generally speaking, the duration of adverse climate conditions
such as heavy fog and heavy (winter) storms tends to be short and their geographical
range limited. Yet, at times they may require the temporary closure of an airport or
airspace and thus can represent a significant cost (repatriation and passenger
accommodation, schedule modifications, diversions, etc.). For instance, the closure of the
airspace for several days, as was the case in April 2010 in Europe following the eruption
of a volcano, had major commercial, human and financial consequences for the airlines
and their passengers. Moreover, the earthquake followed by a tsunami, which caused a
nuclear disaster in Japan in March 2011, also had an important impact. The
unprecedented magnitude of the April 2010 ash cloud phenomenon in particular revealed
how current passenger rights regulations put an imbalanced strain on KLM, requiring the
Company to provide its passengers with accommodation for an infinite number of days.
Within this context, KLM, together with Air France, is lobbying, either directly or through
representative bodies, both the Dutch, French and European authorities to develop robust
crisis management tools and, secondly, to establish more equitable regulations with
regard
to
the
Companys
responsibilities
vis--vis
passengers
in
extraordinary
circumstances.
Risk of the failure of a critical IT system and IT risks
The IT and telecommunications systems are of essential importance for the Companys
day-to-day operations. They comprise the IT applications operated in the data centres
and used through the network of tens of thousands of workstations. The information
these systems contain is threatened increasingly by diverse causes, both from inside and
outside the Company. KLM consistently ensures the allocation of resources required to
withstand the threats, to secure the information and to safeguard the regulatory
compliance and operation of the IT systems.
Dedicated support centres and redundant networks guarantee the accessibility of data
and IT processing in the event of a major incident.
51
The access controls to IT applications and to the computer files at each workstation,
together with the control over the data exchanged outside the Company, are governed by
rules that meet international standards.
Campaigns to raise information security awareness of all staff are regularly carried out.
Specialised companies, external auditors and Internal Audit and Internal Control,
comprising IT specialists, a frequently check of the disaster recovery plan and regular
evaluations of the effectiveness of solutions are in place.
Cybercrime
Cybercrime refers to a broad range of different activities relating to the misuse of data,
computer and information systems and to cyberspace for economic, personal or
psychological gain. The high dependency on ICT makes also airlines vulnerable for
cybercrime.
The KLM Cybercrime Coordination Committee, a dedicated Distributed Denial of Service
(DDoS) Taskforce and a dedicated steering committee for other high cybercrime risks
govern the Cybercrime related actions and is improving the awareness of management
and staff regarding this phenomenon.
Risks of food poisoning
The in-flight service policy provides for food and beverage to be served to passengers
during flights. These meals are prepared in catering facilities belonging either to KLM
Group or to independent service providers. As with all food preparation, there is a risk of
food poisoning. In order to limit this, preventive measures have been implemented
requiring suppliers, whether internal or external, to contractually guarantee the respect
of regulatory obligations (granting of the relevant approvals, traceability, and compliancy
to food regulations, etc.).
Furthermore, bacteriological analysis based on random sampling are carried out by
laboratories in accordance with industry standards and audits of compliance are regularly
conducted by third parties at service provider premises.
52
53
Financing risks
KLM and Air France finance their capital requirements via bank loans using aircraft as
collateral which constitutes an attractive guarantee for lenders, via bilateral unsecured
loans, and by issuing bonds at the holding AIR FRANCE KLM.
Any long-term obstacle to its ability to raise capital would reduce the AIR FRANCE KLM,
KLM and Air France borrowing capability and any difficulty in securing financing under
acceptable conditions could have a negative impact on the AIR FRANCE KLM, KLM and Air
France activities and financial results.
Risks linked to European debt crisis and Euro currency
There is still a risk perception of the Euro as the stability and continuity of the currency
remains under pressure due to the debt crisis in a number of European Union countries.
The Euro is KLMs home market currency and the largest part of revenues and cost are in
this currency. Any change to the European and Monetary Union affecting the value or
abandoning of the Euro, will have a significant impact on KLMs activities and financial
results. The debt crises itself and its impact on banks and financial institutions can have a
significant impact on the borrowing capability of KLM.
Risks linked to labor disruptions
Labor cost account for around a quarter of the operating expenses of KLM. As such, the
level of salaries has an impact on operating results. Any strike or cause for work to be
stopped could have a negative impact on the Companys activity and financial results.
KLM fosters social dialogue and employee agreements among others in order to prevent
the emergence of a conflict.
Risks linked to the implementation of the three-year Transform 2015 / Securing
our Future plan
Within the framework of the priorities set by the AIR FRANCE KLM Board of Directors
on November 9, 2011, the Company launched early 2012 a three-year plan to enable the
generation of EUR 2 billion (KLMs part: EUR 700 million) of free cash flow aimed at
reducing its debt. The achievement of this target also depends on an improvement in the
productivity of all employee categories. Negotiations with the organisations representing
the employees have resulted in new collective labor agreements. Within these
agreements some challenges are still open (for instance a reduction of labor costs of
cabin crew and roster efficiency of ground staff). After the first two years of the
Transform 2015 / Securing our Future plan, all the defined projects are on track.
54
Nevertheless, achieving the full objective before the end of 2014 will be an enormous
challenge.
Risks linked to tax losses carry forward
KLM has tax losses carry forward for which deferred tax assets have been recorded.
These tax losses mainly relate to the Dutch KLM fiscal unity and originate from fiscal
losses in the last couple of years.
Deferred tax assets are recognised only to the extent it is probable that future taxable
profits, based on budget and medium term plan, will be available against which the asset
can be utilised in the Dutch KLM fiscal unity.
materialise, it could have a significant impact on the recoverability of these deferred tax
assets.
Transfer Pricing
The combination of KLM and Air France requires measures to ensure compliance with tax
legislation including well documented cross border intercompany transactions. Strong
monitoring and mitigating controls have been introduced, such as an AIR FRANCE KLM
guideline and an active monitoring of the arms-length character of the transactions.
Risks linked to pension plans
The Companys main commitments in terms of defined benefit schemes are the three
KLM pension funds for Ground staff, Cockpit crew and Cabin crew. The potential risks are
twofold.
Firstly, under the IAS 19 Revised regulations, as from January 1, 2013, the Company is
exposed to changes in (external) financial parameters (e.g. discount rate for pension
obligations and plan assets, rate of future price inflation) which may result in yearly (non
cash) fluctuations in the profit and loss account and the Companys equity.
In the financial statements the potential volatility is elucidated in the paragraph
Accounting policies for the balance sheet Provisions for employee benefits and note
16 Provisions for employee benefits of the consolidated financial statement.
Secondly if the solvency levels according to Dutch law are below the required levels, KLM
is according to the current financing agreements, obliged to pay recovery premiums. The
period to recover may take 1-3 years up to 15 years depending on the gap with the
55
required solvency levels. For 2014 this risk of cash out flow is mitigated given the
improved solvency levels as at December 31, 2013.
Risks linked to the use of third-party services
KLMs activities depend to a certain extent on services provided by third parties, such as
air traffic controllers and airport authorities, and public security officers like aircraft
handling companies, aircraft maintenance companies and fuel supply companies. The
Company also uses sub-contractors which it does not directly control. Any interruption in
the activities of these third parties or any increase in taxes or prices of the services
concerned could have a negative impact on KLM Groups activity and financial results.
In order to secure supplies of goods and services, the contracts signed with third parties
provide,
whenever
possible,
clauses
for
service,
continuity
and
responsibility.
Furthermore, business continuity plans are developed by KLM Groups different operating
entities to ensure the long-term viability of the operations.
Legal risks and arbitration procedures
In connection with the normal exercise of activities, the Company and its subsidiaries are
involved in disputes or subject to monitoring actions or investigations by authorities such
as the Dutch Competition Authority, ACM, which either result in provisions being booked
in the consolidated financial statements or information being included in the notes to the
consolidated financial statements as to the possible liabilities. Reference is made to note
20 Contingent assets and liabilities of the consolidated financial statements.
Insurance coverage
KLM and Air France have pooled their airline risks in the insurance market in order to
capitalise on the scale effect.
Insurance policies taken out by KLM
KLM has taken out an airline insurance policy for its operational risks on behalf of itself,
its subsidiaries and Kenya Airways Ltd. which is to cover damage to aircraft, liability with
regard to passengers and general third-party liability in connection with its activities.
It covers KLMs legal liability up to USD 2.25 billion per event and also includes liability
for damage to third parties caused by acts of terrorism up to an amount of USD 1 billion.
In addition, KLM participates in the payment of claims for damage to its aircraft through
a Protected Cell Company (PCC) whose maximum liability is limited to USD 8 million
annually.
56
Lastly, within the framework of its risk management and financing policy designed to
ensure its activities, employees and assets are better safeguarded, KLM has taken out a
number of policies to protect its industrial sites in the event of material damage and,
consequently,
loss
of
income,
property
portfolio
and
activities
ancillary
to
air
transportation, with different levels of cover depending on the capacity available in the
market and on the quantification of risks that can reasonably be anticipated.
57
All KLM priority shares and a proportion of the common shares, together representing
49% of the voting rights in KLM;
The
depositary
receipts
issued
by
Stichting
Administratiekantoor
Cumulatief
58
59
60
In the course of 2013, the Company has evaluated and revitalized its Diversity Policy,
with the aim to increase over time the number of women in executive positions through
promotion from within the Company. In the event that candidates for new appointments
to the Board of Managing Directors are to be selected, the Supervisory Board will duly
consider the relevant diversity requirements, when searching, selecting and evaluating
the candidates.
Claw Back Act
January 1, 2014, the Claw Back Act on amongst others the adjustment or claw back of
variable
remuneration
awarded
came
into
force.
The
Company will
amend
its
remuneration policy, regulations and agreements in place if and where applicable and
compulsory to include the applicable provisions of the new Act and will as per the Act
include as a topic on the agenda for the Annual General Meeting of Shareholders the
execution of the remuneration policy in light of the Claw Back Act.
61
Regulations and other documents are not made available on the Internet. Since the
vast majority of KLM shares are owned by a small group of known shareholders, it
has been decided to provide copies of regulations and other documents upon written
request;
In deviation from best practice provision II.2.11, KLM has integrated the claw back
clause with a maximum term of recovery of three years after the variable
remuneration was awarded. Now that the Claw Back Act has entered into force on
January 1, 2014, this will be amended to five years, in accordance with the Act.
In deviation from best practice provision III.6.5, KLM has not drawn up regulations
governing ownership of and transactions in securities by Board of Managing Directors
or Supervisory Board members, other than securities issued by its AIR FRANCE KLM,
because these are considered to be less relevant for KLM;
During 2013 and in line with best practice provision II.2.6, KLM has introduced a general
Whistleblower Policy, which replaced the Financial Whistleblower Policy.
Internal Regulations
KLM has adopted regulations in respect of the Supervisory Board, the Audit Committee,
the Remuneration Committee, the Nomination Committee, and the Board of Managing
Directors. The Rules of Supervision, the Profile with Code of Conduct for the members of
the Supervisory Board, the Board of Managing Directors Regulations, the Terms of
Reference of the Audit Committee, the Nomination Committee and the Remuneration
Committee, and the rotation schedule, insofar not published in this annual report, may all
62
be viewed at the Companys head office. Copies shall be made available to shareholders
on written request to the Company Secretary.
63
64
The Board also discussed the trends in the competitive landscape, feeding the strategic
directions of the Company and AIR FRANCE KLM. Furthermore, ample time was dedicated
to customer and product, as a key corner stone of the strategy for the years to come.
With respect to financing, the Supervisory Board approved the Company providing a
guarantee to AIR FRANCE KLM in connection with its planned capital market transaction,
part of which proceeds are available to KLM. Next to that, the Board discussed and
approved the Companys financing plan, including the financing of new aircraft, as well as
risk and hedging policies.
During the year, the Supervisory Board was kept informed on the developments in
respect of the new phase of AIR FRANCE KLM. From July 1 onwards, AIR FRANCE KLM as
well as KLM and Air France have implemented a new management and organizational
structure, aiming at further optimizing cooperation within the AIR FRANCE KLM Group.
The Board considers it of great importance that these steps are taken to secure the
Companys long-term future. The Board also has been informed on the challenges that
come along with the implementation of the changes.
As an annually recurring topic on the Boards agenda, the Supervisory Board was
informed about the Companys Operational Safety & Quality Assurance policies and
results. Safety remains the most important priority for KLM.
During the different meetings, the Board was moreover informed on the Companys
compliance framework, the envisaged changes thereto, the introduction of the antibribery manual, the updated Whistleblower Policy and communications and training to
further embed and improve awareness.
Other topics discussed during the financial year, of which some are recurring:
65
In keeping with previous years, members of the Supervisory Board attended meetings
between management and the Works Council on a rotation basis. The traditional annual
lunch between KLMs Works Council, the Supervisory Board and the Companys
management underpins the good and appreciated relationship with the Works Council.
Composition of the Supervisory Board
As announced in last years annual report, Messrs. Kees Storm and Jean Didier Blanchet
are due to retire by rotation as per the closure of the General Meeting of Shareholders in
2014. Both gentlemen are not available for reappointment.
In the resulting vacancy due to Mr. Blanchets retirement, AIR FRANCE KLM has advised
the Company it wishes to propose Mrs. Alice Dautry for appointment to the KLM
Supervisory Board as per the General Meeting of Shareholders in April 2014.
With respect to the vacancy due to Mr. Storms retirement, the Supervisory Board
proposed to appoint Mr. Cees t Hart to the KLM Supervisory Board as per the General
Meeting of Shareholders.
Mr. Hans Smits will take over the chairmanship of the Supervisory Board in April 2014.
The
Supervisory
Board
hereby
announces
that
Mrs.
Annemieke
Roobeek
and
Mr. Jean Peyrelevade are due to retire by rotation as per the closure of the Annual
General Meeting of Shareholders in 2015. Both are in principle eligible for reappointment. Shareholders are entitled to make recommendations for the vacancies. It
should however be noted that for the position of Mrs. Roobeek KLMs Works Council has
the right to propose a candidate and that for the position of Mr. Peyrelevade AIR FRANCE
KLM has the power to nominate a candidate.
Composition of the Board of Managing Directors
As of July 1, Camiel Eurlings succeeded Peter Hartman as President & Chief Executive
Officer. As per that same date, next to his position of Chief Operating Officer, Pieter
Elbers was appointed Deputy Chief Executive Officer of the Company. The General
Meeting of Shareholders has been informed on these appointments in April 2013.
The Supervisory Board sincerely expresses its gratitude to Peter Hartman for his
commitment during his almost 40-years of service and since 2007 as President and Chief
66
Executive Officer. Under his leadership, Peter Hartman kept his KLM family together, a
legacy to be proud of. He continues as Vice-Chairman of the AIR FRANCE KLM Group.
The Supervisory Board hereby announces that it will propose to the General Meeting of
Shareholders the appointment of Mr. Erik Swelheim, Chief Financial Officer, to the Board
of Managing Directors.
Committees
The Supervisory Board has three committees: an Audit Committee, a Remuneration
Committee, and a Nomination Committee. These committees prepare policy and decision
making and report on their activities to the full Supervisory Board.
No changes in the composition of the committees occurred during the financial year and
the composition of the committees was therefore as follows per year-end:
Audit Committee
Henri Guillaume
Annemieke Roobeek
Remuneration Committee
Irene Asscher-Vonk
Kees Storm
Nomination Committee
Irene Asscher-Vonk
Kees Storm
The Audit Committee met on two occasions during the financial year. Apart from the
financial results, the Audit Committee discussed the main (financial and non-financial)
risks based on Managements risk assessments, the results of the different internal
audits, performed under the authority of the Companys internal auditor.
With regard to non-financial risks, the Audit Committee discussed in more detail the
central fare control system and the adherence to fare conditions. Next to that, the Audit
67
Committee discussed the developments on consumer rights and the controls in place to
mitigate its potential financial impact.
The Chairman of the Audit Committee reported on the main topics during the meeting of
the full Board.
The Audit Committees meetings were attended by the Supervisory Boards Chairman (as
an observer) and the President & Chief Executive Officer, the Chief Financial Officer, the
external auditors, the internal auditor, and the corporate controller. In keeping with
previous years, the Audit Committee met with the external auditors without the members
of the Board of Managing Directors being present, to discuss the closing process and
course of affairs during the financial year.
The Remuneration Committee met on two occasions during the financial year and once a
conference call was convened. At its February meeting, the Committee evaluated the
performance of the members of the Board of Managing Directors against the collective
and individual targets set for financial year 2012. The Supervisory Board subsequently
established
the
variable
remuneration
based
on
the
recommendations
of
the
for
approval
by
the
Supervisory
Board.
The
Remuneration
Committee
furthermore developed a proposal for targets for the new financial year, which targets
have been endorsed by the Supervisory Board. For further information, reference is made
to the section Remuneration Policy and Report of this annual report.
The Nomination Committee met on four occasions during the financial year. During the
meetings, the composition of both the Supervisory Board and the Board of Managing
Directors, including succession planning, was discussed.
The meetings of both the Remuneration Committee and the Nomination Committee were
partly attended by the President & Chief Executive Officer, the Company Secretary &
General Counsel and the EVP Human Resources & Industrial Relations.
68
Distribution to shareholders
Article 32 of KLMs Articles of Association provides for the appropriation of profit.
Paragraph 1 of that article gives the Meeting of Priority Shareholders (AIR FRANCE KLM)
the right to set aside an amount of the disclosed profit to establish or increase reserves.
The Meeting of Priority Shareholders may do so only after consultation of the Board of
Managing Directors and the Supervisory Board. After having consulted both Boards and
under the condition that the financial statements 2013 being adopted by the general
meeting of shareholders in April 2014, the Meeting of Priority Shareholders has decided
to add an amount of EUR 125,280,957 out of the disclosed profit to the reserves.
In accordance with further provisions of Article 32, payments to holders of priority shares
and holders of A and C cumulative preference shares will require an amount of
approximately EUR 3,202,486 and also relate to the financial year 2012, in which year
absent a net profit no distributions were made to these shareholders.
As a consequence of the foregoing, there will be EUR 7,021,455 or EUR 0.15 per common
share available for distribution to the shareholders.
Financial Statements 2013
The Supervisory Board hereby presents the annual report and the financial statements
for financial year 2013. The financial statements have been audited by KPMG Accountants
N.V. and Deloitte Accountants B.V. The Supervisory Board has discussed the financial
statements and the annual report with the external auditors and the Board of Managing
Directors. The unqualified auditors report as issued by KPMG and Deloitte can be found
in the Other Information section of the financial statements.
The Supervisory Board is satisfied that the annual report and the financial statements
comply with all relevant requirements and proposes that the shareholders adopt the
financial statements and endorse the Board of Managing Directors conduct of KLM
Groups affairs and the Supervisory Boards supervision thereof in the financial year
2013.
69
Independence
The Supervisory Board considers all but one of its members to be independent pursuant
to the Dutch Corporate Governance Code. Mr. Calavia, in his capacity of Chief Financial
Officer of AIR FRANCE KLM, is not considered to be independent. Mr. Calavia resigned as
Chief Financial Officer of AIR FRANCE KLM as of the end of January 2014.
Closing remarks
In 2013, the Company laid a strong foundation for its achieving the Transform 2015
Securing Our Future targets. The Board believes it is an important prerequisite in view of
the challenging competitive environment and the Companys balance sheet and financing
needs in the (near) future for its fleet renewal program.
In 2014, all focus will be on further improving the Companys financial situation, which
will again require flexibility and loyalty of management and staff. Next to that, as part of
AIR FRANCE KLM, the Company will contribute to the developments of the AIR FRANCE
KLM Group organization.
2014 is the year that KLM celebrates its 95th anniversary. In achieving the Transform
2015 ambitions, KLM will prove 95 years old it still is young, healthy, ambitious and
ready for the future.
The Supervisory Board expresses its appreciation for the contributions of management
and employees during the financial year 2013.
Kees J. Storm
Chairman
70
71
Base salary
The amount of the base salary is related to the requirements and responsibilities
pertaining to the function of the relevant member of the Board of Managing Directors.
The Remuneration Committee determines an appropriate level for the base salary with
the aid of external reference data issued by independent remuneration experts. The job
grade is determined on the basis of the Companys size, the complexity of the activities,
the national and international environment in which the Company operates and the
specific responsibilities pertaining to the position. On the basis of this job grade, a base
salary level is set at around the median of the market level. This salary level as
established then serves as the maximum achievable base salary for the respective
Managing Director.
Managing Directors may retain payments they receive from other remunerated positions
(such as membership of a supervisory board or similar body) with the maximum number
of remunerated positions is set at two per Managing Director. Acceptance of such position
requires the prior approval of the Supervisory Board. Any payment in connection with
Supervisory Board memberships with KLM Group companies or with other airline
companies remains due to the Company.
Members of the Board of Managing Directors are furthermore entitled to make use of
travel facilities comparable to the travel facilities as detailed in the travel regulations for
KLM employees.
72
2.
The purpose of the short-term incentive plan is to reward members of the Board of
Managing Directors for achieving pre-agreed and measurable targets relating to
performance in the past financial year. The short-term incentive is paid in cash as a
percentage of base salary: 60% of the short-term incentive is based on a target relating
to KLMs income from current operations; 20% is based on a target relating to the
operating income of AIR FRANCE KLM, and 20% on achieving individual targets.
The maximum pay-out percentage is connected to the position of the Board member.
Depending on the performance level achieved, the pay-out percentages are as follows:
For the CEO position:
The maximum percentage that can be paid out on a score of excellent is 100%;
On a score of at target for each of the three short-term incentive targets, this
percentage is 70%;
On a score below a set limit (target less than 80% achieved), no payment is made.
The maximum percentage that can be paid out on a score of excellent is 80%;
On a score of at target for each of the three short-term incentive targets, this
percentage is 60%;
On a score below a set limit (target less than 80% achieved), no payment is made.
The maximum percentage that can be paid out on a score of excellent is 60%;
On a score of at target for each of the three short-term incentive targets, this
percentage is 40%;
On a score below a set limit (target less than 80% achieved), no payment is made.
The Remuneration Committee evaluates the agreed targets each year and proposes new
targets. Both the evaluation and the proposals are submitted to the Supervisory Board
for approval. In line with the Dutch Corporate Governance Code, the Remuneration
Committee in establishing both the policy and actual remuneration for individual
members of the Board of Managing Directors analyses the possible outcomes of the
intended new short-term incentive target setting (in case of a change to the policy) or
the agreed short-term incentive pay-out percentage. The Committee will relate such
outcomes against the results of the Company as a whole.
73
The Remuneration Committee may use its discretionary powers in case the evaluation of
the short-term incentive targets would produce an unfair result due to extraordinary
circumstances by adjusting the pay-out downwards or upwards. Together with its
proposal to the Supervisory Board, the Remuneration Committee will provide an
explanation for using its discretionary powers.
3.
(b)
(c)
AIR FRANCE KLM position in the Dow Jones Sustainability Index (DJSI)
(sector transport) (30%).
The number of phantom performance shares (in the case of at target performance) that
will conditionally be granted to the members of the Board of Managing Directors under
the long-term incentive plan amounts to 10,000 shares in respect of the Chief Executive
Officer, 7,500 in respect of the COO & Deputy CEO and 6,000 shares in respect of the
Managing Director.
74
Mr. Eurlings has a fixed term employment contract of four years, which expires on
March 14, 2015;
Mr. Elbers employment contract contains a fixed-term clause for a period of four
years until May 1, 2016.
Mr. Varwijks employment contract contains a fixed-term clause for a period of four
years until July 1, 2015;
Severance pay
In case of newly appointed members of the Board of Managing Directors from outside the
Company, the maximum severance pay in the event of dismissal is established at one
years base salary. In case of newly appointed members of the Board from within the
Company, the severance pay in the event of dismissal has been set at a maximum of two
years base salary, whereby in establishing the amount due consideration will be given to
the duration of the employment with the Company.
75
Base salary
In line with the collective labor agreements zero-percent exogenous salary increase, the
base salaries of the individual members of the Board did not increase in 2013.
Within the parameters of the Companys remuneration policy and associated job grades
for the Board members, the base salaries were evaluated and adjusted, also to reflect the
newly assumed responsibilities of Messrs. Eurlings and Elbers. As such, Mr. Eurlings base
salary was increased to EUR 475,000 and Mr. Elbers base salary was increased to
EUR 425,000 as from July 1, 2013. Mr. Varwijks base salary was increased to
EUR 410,000 as of April 1, 2013.
Details of the base salary received by the individual members of the Board of Managing
Directors are presented in note 30 of the financial statements.
2.
The Remuneration Committee has evaluated KLMs actual results against the collective
and individual targets set for 2013 in accordance with the remuneration policy. This
resulted in a short-term incentive payment for financial year 2013 of 59% of base salary
for Mr. Eurlings, 50% for Mr. Elbers and 32% for Mr. Varwijk.
Details of the amounts involved are included in note 30 of the financial statements.
3.
Pursuant to the long-term incentive phantom shares plan and based on the performance
evaluation of financial year 2013, phantom shares will be conditionally granted to each
member of the Board of Managing Directors in April 2014. The number of granted
phantom shares will amount to 10,000 for the Chief Executive Officer, 7,500 for the COO
& Deputy CEO and 6,000 for the Managing Director. The phantom shares are granted
conditionally in accordance with the provisions of the long-term incentive phantom shares
plan.
At its February 2014 meeting, the Remuneration Committee has evaluated the results
achieved against the targets set for the LTI plan. In respect of financial year 2013, the
targets were partially met.
76
Therefore the first (one third) increment of the 2014 phantom shares series, the second
(one third) increment of the 2013 phantom shares series and the third (one third)
increment of the 2012 phantom shares series will vest for 76.4%. These phantom shares
will be unconditionally awarded in April 2014 to the members of the Board of Managing
Directors.
Details of the granting and vesting of the phantom shares are included in note 30 of the
financial statements.
Loans and advances
No loans or advances have been granted to members of the Board of Managing Directors.
77
78
79
Name
First
Year of
Nationality appointment/
birth
Current term
Kees J. Storm
Chairman
1942
Dutch
2002 / (third)
2010 2014
Jean-Didier F.C.
Blanchet
Vice-Chairman
1939
French
2004 / (third)
2012 2014
Irene P. AsscherVonk
1944
Dutch
2004 / (third)
2012 2016
Philippe Calavia
1948
French
2012/ (first)
2012 - 2016
Henri Guillaume
1943
French
2004 / (third)
2012 2016
Remmert Laan
1942
French
Dutch
2004 / (third)
2012 2016
Jean Peyrelevade
1939
French
Annemieke J.M.
Roobeek
1958
Dutch
2011/ (first)
2011-2015
Professor
Strategy
en
Transformation
management, Nyenrode Business University and
Director-owner, MeetingMoreMinds and Open
Dialogue, Co-owner XL labs / ABN Amro Group,
Amsterdam RAI Exhibition Centres, Abbott
Healthcare Products, Chairman Supervisory Board
NCWT
1950
Dutch
2004 / (third)
2012 - 2016
Chairman
Board
of
Managing
Directors
Havenbedrijf Rotterdam N.V., former Chairman
and CEO Rabobank, former Chairman and CEO
Amsterdam Airport Schiphol / Chairman Janssen
en de Jong Group
* Only memberships of Supervisory Boards and functions with large companies on December 31, 2013 are shown
here
80
Name
Year of
Nationality
birth
1973
First
Function
appointment
Dutch
2011
1970
Dutch
2012
Chief
Operating Officer
KLM and
1961
Dutch
2011
Managing Director
1966
Dutch
81
82
83
In millions of Euros
After proposed appropriation of the result for the year
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investments accounted for using the equity method
Other non-current assets
Other financial assets
Deferred income tax assets
Pension assets
Current assets
Other current assets
Other financial assets
Inventories
Trade and other receivables
Cash and cash equivalents
Note
January 1,
2012
Restated *
1
2
3
4
5
15
16
3,999
254
105
108
210
61
2,454
7,191
4,182
218
113
88
204
72
2,477
7,354
4,405
183
85
95
203
57
2,336
7,364
4
5
6
7
8
121
247
202
872
976
2,418
80
78
204
887
1,235
2,484
165
86
236
856
1,057
2,400
9,609
9,838
9,764
94
474
(736)
1,776
1,608
3
1,611
94
474
(735)
1,666
1,499
2
1,501
94
474
(597)
1,797
1,768
2
1,770
TOTAL ASSETS
EQUITY
Capital and reserves
Share capital
Share premium
Other reserves
Retained earnings
Total attributable to Company's equity holders
Non-controlling interests
Total equity
December 31,
2012
Restated *
9
10
LIABILITIES
Non-current liabilities
Loans from parent company
Finance lease obligations
Other non-current liabilities
Other financial liabilities
Deferred income
Deferred income tax liabilities
Provisions for employee benefits
Other provisions
11
12
4
13
14
15
16
17
Current liabilities
Trade and other payables
Loans from parent company
Finance lease obligations
Other current liabilities
Other financial liabilities
Deferred income
Current income tax liabilities
Provisions for employee benefits
Other provisions
491
1,683
167
1,077
158
84
389
506
4,555
476
1,796
206
1,424
186
57
434
484
5,063
387
1,795
119
1,476
210
126
327
412
4,852
18
11
12
4
13
14
15
16
17
1,805
263
68
344
875
45
43
3,443
1,784
60
322
44
152
825
48
39
3,274
1,624
150
284
64
239
685
4
48
44
3,142
Total liabilities
7,998
8,337
7,994
9,609
9,838
9,764
The accompanying notes are an integral part of these consolidated financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
84
Note
Revenues
Expenses
External expenses
Employee compensation and benefit expense
Depreciation and amortisation
Other income and expenses
Total expenses
Income from current operations
Other non-current income and expenses
2012
Restated *
21
9,688
9,473
22
23
24
(6,337)
(2,404)
(507)
(139)
(9,387)
(6,456)
(2,393)
(517)
(26)
(9,392)
301
(51)
81
(95)
250
(14)
25
26
26
(157)
30
(157)
29
26
(127)
68
(128)
24
191
(118)
Pre-tax income
Income tax (expense)/benefit
27
(48)
31
143
(87)
(10)
(11)
133
(98)
132
1
133
(100)
2
(98)
132
132
(100)
(100)
46,809,699
46,809,699
46,809,699
46,809,699
2.82
2.82
(2.14)
(2.14)
The accompanying notes are an integral part of these consolidated financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
85
2013
2012
Restated *
133
(98)
71
(14)
(3)
(90)
(4)
(1)
(14)
39
(71)
(85)
(131)
23
20
33
(65)
(98)
(26)
(169)
107
106
1
(267)
(269)
2
The accompanying notes are an integral part of these consolidated financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
86
In millions of Euros
As at January 1, 2013 (Restated *)
Share
capital
Share
premium
94
474
Other
reserves
(735)
Retained
earnings
1,666
Total
Noncontrolling
interests
1,499
Total
equity
1,501
57
57
57
(4)
(4)
(4)
(85)
(85)
(85)
25
(25)
(1)
(25)
(26)
(26)
132
132
133
(1)
107
106
107
Dividends paid
Other movements
94
474
(736)
1,776
1,608
1,611
In millions of Euros
As at January 1, 2012
Share
capital
Share
premium
Other
reserves
(788)
94
474
(597)
(93)
(93)
(93)
(1)
(1)
(1)
(131)
(131)
(131)
31
(31)
56
56
56
(138)
(31)
(169)
(169)
(100)
(100)
(98)
(138)
(131)
(269)
(267)
Dividends paid
Other movements
(2)
94
474
(735)
2,556
(788)
1,797
1,666
Total
equity
474
1,797
Total
Noncontrolling
interests
94
191
Retained
earnings
1,768
1,499
2,558
(788)
1,770
(2)
1,501
The accompanying notes are an integral part of these consolidated financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
87
2012
Restated *
133
507
43
10
(103)
49
(52)
(98)
517
31
11
(161)
(29)
44
587
315
(4)
7
151
In millions of Euros
22
(70)
(7)
(115)
626
312
572
(68)
(429)
161
(39)
11
1
(62)
(460)
225
(29)
8
(38)
1
2
(184)
(547)
(1)
(354)
207
(531)
(57)
60
(1)
(322)
664
(717)
(36)
48
(41)
(16)
(259)
178
1,235
976
1,057
1,235
(259)
178
The accompanying notes are an integral part of these consolidated financial statements
*
After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial
statements: Change in accounting policies
** Including unrestricted Triple A bonds, deposits and commercial paper the overall cash position and other
highly liquid investments amounts to EUR 1,356 million as at December 31, 2013 (December 31, 2012
EUR 1,434 million)
88
consolidated
financial
statements
have
been
prepared
in
conformity
with
International Financial Reporting Standards adopted by the European Union (IFRS) and
effective at the reporting date December 31, 2013. The consolidated financial statements
have also been prepared in accordance with Section 362(9) of Book 2 of The Dutch Civil
Code. As permitted by Section 402 of Book 2 of The Dutch Civil Code the company
statement of profit or loss has been presented in condensed form.
All amounts (unless specified otherwise) are stated in millions of Euros (EUR million).
89
A negative adjustment in the opening equity of the first comparative financial year,
i.e. as of January 1, 2012, amounting to EUR 1,051 million gross reduced by the tax
effect to EUR 788 million net of tax;
An adjustment in the result 2012 amounting to EUR 72 million negative gross reduced
by the tax effect to EUR 54 million negative net of tax; and
In the financial statements 2013, the balance sheet as per January 1, 2012 and
December 31, 2012 have been restated for purpose of comparison.
Impact of the revision of the standard are summarised below:
in millions of Euros
Closing balance
IAS19 Revised
Opening balance
as at Dec. 31, 2011
as at Jan. 1, 2012
as at Jan. 1, 2012
as published after implementation after implementation
2,556
2
(788)
-
1,768
2
IAS19 revised
impact in 2012
(incl. on net result)
Other movements
Closing balance
in equity in 2012
as at Dec. 31, 2012
as published after implementation
(152)
(117)
2,558
(788)
1,770
(152)
(117)
3,209
(873)
2,336
(109)
250
37
20
57
12
1,501
2,477
(197)
(178)
(375)
(93)
(14)
(369)
243
(126)
38
31
1,499
72
(482)
(57)
90
2012
As published
IAS 19 Revised
Implementation
2012 After
implementation
(2,321)
13
(72)
18
(2,393)
31
(54)
(54)
Non-controlling interests
As a result of the amendment to IAS 1, the Group has modified the presentation of items
of OCI in its consolidated statement of profit and loss and other income, to present
separately items that would be reclassified to profit or loss from those that would never
be. Comparative information has been represented accordingly.
Other standards applicable to the Group on a mandatory basis from January 1, 2013 are
IFRS 13 Fair Value Measurement and the amendment to IFRS 7 Disclosures Offsetting
Financial assets and Financial liabilities. The impacts linked to these other standards are
not significant.
Recent accounting pronouncements
The following IFRS standards, amendments and IFRIC interpretations, mandatory as from
January 1, 2014, have been published by the IASB, but are not applicable on a
mandatory basis to the 2013 financial statements:
Standard IFRS 11 Joint Arrangements which will replace IAS 31 Interests in Joint
Ventures and also the interpretation SIC 13 interpretation Jointly Controlled Entities
Non-Monetary Contributions by Ventures;
91
Above mentioned standards are currently being considered. KLM does not expect
significative changes in its consolidation perimeter.
Other new standards, interpretations and amendments to existing standards are not
applicable to the Group.
Use of estimates and the exercise of judgments
The preparation of financial statements in conformity with IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reported period. Although these estimates are based on managements best knowledge
of current events and actions, actual results ultimately may differ from the estimates.
The preparation of these financial statements also requires management to exercise its
judgment in the process of applying the Companys accounting policies.
The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the consolidated financial statements are
disclosed further in the note Accounting policies for the consolidated balance sheet.
Consolidation principles
The consolidated financial statements include the financial statements of the Company
and its subsidiaries. Subsidiaries are companies (including special purpose entities) over
which the Company has control, either directly or indirectly. Control is defined as the
power to govern a subsidiarys operating and financial policies as to obtain benefits from
its activities. In assessing whether control exists, account is taken of the existence and
effect of potential voting rights that are currently exercisable or convertible or other
arrangements that give the Company the right to determine operating and financial
policy.
The results of consolidated companies acquired in the year are included in the
consolidated statement of profit or loss from the date on which control could be
exercised. They are de-consolidated from the date that control ceases.
The assets, liabilities and results of subsidiaries are fully consolidated.
92
The interest of third parties in group equity and group results is disclosed separately as
non-controlling interest. Non-controlling interest in the balance sheet represents the
minority shareholders proportion of the fair value of identifiable assets and liabilities of
the subsidiaries at the date of acquisition and the minoritys proportion of movements in
equity since that date.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated in full.
Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group. With the exception of a few non
significant subsidiaries and equity affiliates closing their books at March 31, all Group
companies are consolidated based on annual accounts closed on December 31.
Scope of consolidation
A list of the significant subsidiaries is included in note 34 of the consolidated financial
statements.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured
using the currency of the primary economic environment in which the entity operates
(the functional currency). The consolidated financial statements are presented in Euro,
which is the Companys functional and presentation currency. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not retranslated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions or at the exchange rate of the
related hedge, if applicable. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in the
statement of profit or loss, except when deferred in equity as qualifying cash flow hedges
and qualifying net investment hedges.
93
Group companies
The financial statements of Group entities (none of which has the currency of a
hyperinflationary
economy)
that
have
functional
currency
different
from
the
The statement of profit or loss and the cash flow statement are translated at average
exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the transactions); and
On consolidation, exchange differences arising from the translation of the net investment
in foreign entities, and of borrowings and other currency instruments designated as
hedges of such investments, are taken to equity.
When control is given up, such exchange differences are recognised in the statement of
profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing rate.
The exchange rates used for the most significant currencies were as follows:
Balance Sheet
December 31,
2013
EUR
Average in
Statement of
profit or loss
2013
EUR
Balance Sheet
December 31,
2012
EUR
1 US Dollar (USD)
0.73
0.75
0.76
1.20
1.18
1.23
0.81
0.81
0.83
0.69
0.78
0.88
0.85
0.88
0.88
Business combinations
Business combinations are accounted for using the purchase method in accordance with
IFRS 3 revised standard Business combinations. The cost of a business combination is
measured at the fair values, at the date of exchange, of assets given, liabilities incurred
94
or assumed and equity instruments issued in exchange for control of the acquirer.
Any other costs directly attributable to the business combination are recorded in the
statement of profit or loss.
When a business combination agreement provides for an adjustment to the cost
contingent on future events, then the adjustment is taken into account when determining
the cost if the adjustment is probable and can be measured reliably.
Where goodwill has been initially determined on a provisional basis, adjustments arising
within twelve months of the acquisition date are recognised on a retrospective basis.
Goodwill acquired in a business combination is no longer amortised, but instead is subject
to annual impairment test or more frequently if events or changes in circumstances
indicate that goodwill might be impaired.
Segment reporting
The Company defines its primary segments on the basis of the Groups internal
organisation, main revenue generating activities and the manner in which the Board of
Managing Directors manages operations.
Business segments
The activities of each segment are as follows:
Passenger
The Passenger Business segments main activity is the transportation of passengers on
scheduled flights that have the Companys airline code. Passenger revenues include
receipts from passengers for excess baggage and inflight sales. Other Passenger
revenues
are
derived
from
commissions
from
SkyTeam
alliance
partnership
95
Leisure
This segment covers primarily the provision of charter flights and (low-cost) scheduled
flights operated by transavia.com.
Other
This segment covers primarily catering and handling services to third-party airlines and
clients around the world.
Geographical segments
Revenues are allocated to geographical segments on the basis of destination as follows:
The greater part of the Groups assets comprises aircraft and other assets that are
located in The Netherlands. Inter-segment revenues are determined using the prices
actually used for invoicing. These prices have been determined on a consistent basis.
Distinction between income from current operations and income from operating
activities
The Group considers it relevant to the understanding of its financial performance to
present on the face of the statement of profit or loss a subtotal within the income from
operating activities. This subtotal, named Income from current operations, excludes
those elements that have little predictive value due to their nature, frequency and/or
materiality.
Such elements can be divided into three categories:
Elements that are both very infrequent and material, such as the recognition in the
statement of profit or loss of negative goodwill;
Elements that have been incurred for both periods presented and may recur in future
periods but for which amounts have varied from period to period. The Group believes
that amounts to be incurred in future periods will continue to vary materially in
amount and nature such as sales of aircraft equipment and disposals of other assets;
96
Elements that are by nature unpredictable and non-recurring, if they are material
such as restructuring cost or gains/ (losses) resulting from specific transactions. The
Group considers that materiality must be assessed not only by comparing the amount
concerned with the income (loss) from operating activities of the period, but also in
terms of changes in the item from one period to the other.
97
An impairment loss is reversed only to the extent that the assets increased carrying
amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised. An impairment
loss in respect of goodwill is not reversed.
Property, plant and equipment
With the exception of leased assets, and except as described in the following paragraph
property,
plant
and
equipment
are
stated
initially
at
historical
acquisition
or
manufacturing cost. Leased assets are stated initially at their fair value or, if lower, the
present value of the minimum lease payments, each determined at the inception of the
lease.
Flight equipment acquired in foreign currency is translated at the exchange rate
applicable at the date of acquisition or the hedged rate where a hedging instrument has
been used. Manufacturers discounts are deducted from the acquisition cost.
Interest incurred in connection with the financing of aircraft (including other flight
equipment) during the period prior to commissioning is included in cost. The interest rate
adopted is the applicable interest rate for debts outstanding at the balance sheet date
unless capital expenditure or advance payments are themselves funded by specific loans.
The cost of major maintenance operations (airframes and engines excluding parts with
limited useful lives) which are carried out in accordance with specifications and schedules
defined by manufacturers and regulating authorities are capitalised when incurred. Other
maintenance costs are expensed as incurred.
Depreciation
Property, plant and equipment are depreciated to estimated residual values using the
straight-line method over average estimated useful lives.
Aircraft fixtures and fittings and spare parts are classified as separate components from
the airframe and depreciated separately.
During the annual operational planning cycle, the Group reviews the depreciation
methods, useful lives and residual values and, if necessary amends these.
98
Category
Aircraft
20 to 25
3 to 20
Land
Not depreciated
Buildings
10 to 40
3 to 15
5 to 20
Assets held under finance leases are depreciated over their expected useful lives on the
same basis as owned assets or when shorter, the term of relevant use. Gains and losses
on disposals are determined by comparing the proceeds of disposal with the carrying
amount.
Intangible assets
Goodwill
Goodwill is stated at cost less accumulated impairment losses. Goodwill represents the
excess of the cost of an acquisition over the fair value of the Groups share of the net
identifiable assets, liabilities and contingent liabilities of the acquired subsidiaries and
associates. Goodwill on acquisition of subsidiaries is included in intangible assets. If the
cost of acquisition is less than the fair value of the net identifiable assets, liabilities and
contingent liabilities, the difference is recognised directly in the statement of profit or
loss. Goodwill on acquisition of associates is included in investments in associates. On
disposal of a subsidiary the attributable amount of goodwill is included in the
determination of profit or loss on disposal. The useful life of goodwill is indefinite.
Computer software
Computer software is stated at historical cost less accumulated amortisation and
accumulated impairment losses. Only the costs incurred in the software development
phase are capitalised. Cost incurred in respect of feasibility studies and research etc. and
post-implementation and evaluation phases are charged to the statement of profit or loss
as incurred. The costs comprise the cost of KLM personnel as well as external IT
consultants.
99
Amortisation takes place over the estimated useful lives (mainly 5 years and with a
maximum of 10 years) of the software using the straight-line method. The useful life of
each software application is determined separately. Amortisation commences when the
software is taken into use. Prior to this moment the cost are capitalised as prepaid
intangible assets.
The estimated useful life and amortisation method are reviewed during the annual
operational planning cycle, including the effect of any changes in estimates being
recognised prospectively if the change relates to future periods.
Trademarks
The Martinair trademarks were acquired as part of the acquisition of Martinair and have
useful lives between 5 and 10 years.
The estimated useful life and amortisation method are reviewed during the annual
operational planning cycle, including the effect of any changes in estimates being
recognised prospectively if the change relates to future periods.
Investments accounted for using the equity method
Associates are all entities over which the Group has significant influence but not control
or joint control, generally accompanying a shareholding of between 20% and 50% of the
voting rights. Jointly controlled entities are entities whereby the Group together with one
or more parties undertakes activities related to the Groups business that are subject to
joint control.
Investments in associates and jointly controlled entities are accounted for by the equity
method and are initially recognised at cost. The Groups investment includes goodwill
(net of any accumulated impairment loss) identified on acquisition. The Groups share of
post-acquisition profits or losses is recognised in the statement of profit or loss, and its
share of post-acquisition movements in reserves is recognised in reserves.
The cumulative post-acquisition movements are adjusted against the carrying amount of
the investment, taking into account other than temporary losses (impairment). When the
Groups share of losses in an associate/jointly controlled entity equals or exceeds its
interest in the associate/jointly controlled entity, including unsecured receivables, the
Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate/jointly controlled entity.
100
Unrealised gains on transactions between the Group and its associates/jointly controlled
entities are eliminated to the extent of the Groups interest in the associates/jointly
controlled entities. Unrealised losses are also eliminated unless the transaction provides
evidence
of
an
impairment
of
the
asset
transferred.
Accounting
policies
of
financial
instruments
are
recognised
initially
(trade
date),
and
are
subsequently re-measured, at fair value. Fair values are obtained from quoted market
prices in active markets or by using valuation techniques where an active market does
not exist.
Valuation techniques include discounted cash flow models and option pricing models as
appropriate. All derivatives are presented as assets when their fair value is positive and
as liabilities when their fair value is negative.
Derivative assets and liabilities on different transactions are only netted if the
transactions are with the same counterpart, a legal right to off-set exists and the cash
flows are intended to be settled on a net basis.
Recognition of fair value gains and losses
The method of recognising fair value gains and losses on derivative financial instruments
depends on whether the derivative is held for trading, or is designated as a hedging
instrument, and if so, the nature of the risk being hedged.
All derivative financial instruments are held for hedging purposes. It is KLMs policy not to
hold derivative financial instruments for trading purposes. The derivatives, which do not
qualify for hedge accounting, are described as items not qualifying for hedge accounting
in these notes to the financial statements.
Categories of hedging transactions
Derivatives are used to hedge the risks associated with changes in interest rates, foreign
currency rates and fuel prices.
Forward currency contracts and options are used to cover exposure to exchange rate
movements. The Group also uses swaps to manage its exposure to interest rate risk.
101
Finally, the exposure to fuel price risks is covered by swaps or options on jet fuel and fuel
related indices such as Gasoil and Brent.
Hedging transactions fall into two categories:
1.
2.
1.
Changes in the fair value of derivatives that are designated and qualify as fair value
hedges are recorded in the statement of profit or loss, together with changes in the fair
value of the asset or liability or group thereof that are attributable to the hedged risk.
2.
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges is recognised in equity. Any gain or loss relating to an
ineffective portion is recognised immediately in the statement of profit or loss.
Amounts accumulated in equity are recycled to the statement of profit or loss in the
periods in which the hedged item will affect profit or loss. However, when a forecast
transaction that is hedged results in the recognition of a non-financial asset or a nonfinancial liability, the gains and losses previously deferred in equity are transferred from
equity and included in the initial measurement of the cost of the asset or liability.
Hedge effectiveness testing
To qualify for hedge accounting, at the inception of the hedge, and throughout its life,
each hedge must be expected to be highly effective (prospective effectiveness). Actual
effectiveness (retrospective effectiveness) must be demonstrated on an on going basis.
The documentation at inception of each hedging relationship sets out how the
effectiveness of the hedge is assessed. The method used to assess effectiveness will
depend on the risk management strategy.
For interest rate and foreign exchange derivatives used as fair value and cash flow
hedges, the offset method is used as the effectiveness testing methodology. For fuel
derivatives used as cash flow hedges regression analysis and offset methodologies are
used.
102
If the hedging instrument no longer meets the criteria for hedge accounting, is sold, is
terminated
or
designation
is
revoked,
then
hedge
accounting
is
discontinued
prospectively.
The cumulative gain or loss previously recognised in equity remains there until the
forecast transaction affects profit or loss. If the forecasted transaction is no longer
expected to occur, then the balance in equity is recognised immediately in profit or loss.
Fair value hierarchy
Based on the requirements of IFRS 7, the fair values for financial assets and liabilities are
classified following a scale that reflects the nature of the market data used to make the
valuations. This scale has three levels of fair value:
Level 1: Fair value calculated from the exchange rate / price quoted on the active
market for identical instruments;
Level 2: Fair value calculated from valuation techniques based on observable data
such as active prices or similar liabilities or scopes quoted on the active market; or
Level 3: Fair value from valuation techniques which rely completely or in part on non
observable data such as prices on an inactive market or the valuation on a multiple
basis for non quoted securities.
investments
are
non-derivative
financial
assets
with
fixed
or
determinable payments and fixed maturity that the Group has the intention and ability to
held until maturity. Held-to-maturity investments are initially recognised at fair value and
subsequently at amortised cost using the effective interest method less any impairment.
Interest is recognised in the statement of profit or loss.
Medium term notes and bank deposits held by the Group as natural hedges for foreign
currency liabilities and debts are generally classified as held-to-maturity investments.
103
104
Subsequent to initial recognition, liabilities are, with the exception of derivative financial
instruments carried at amortised cost.
Financial liabilities are derecognised when the Groups obligations specified in the
contract expire or are discharged or cancelled. Any costs that were attributable to
financial liabilities are expensed through the statement of profit or loss.
Inventories
Inventories consist primarily of expendable aircraft spare parts, fuel stock and other
supplies and are stated at the lower of cost and net realisable value. Cost, representing
the acquisition cost, is determined using the weighted average method. Net realisable
value is the estimated selling price in the ordinary course of business, less applicable
selling expenses.
Leases
Finance leases
The Group has entered into a number of finance lease contracts (exclusively for aircraft).
Under the terms of these contracts substantially all the risks and rewards in connection
with the ownership of the underlying assets are transferred to the Group and the lease
payments are treated as repayment of principal and finance cost to reward the lessor for
its investment. The assets which are the subject of finance leases are presented as
property, plant and equipment in the balance sheet.
Finance lease liabilities are stated initially at the present value of the minimum lease
payments. Finance cost is recognised based on a pattern that reflects an effective rate of
return to the lessor.
Minimum lease payments are apportioned between the finance charge and the reduction
of the outstanding liability. The finance charge is allocated to each period during the
lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability.
Sale and leaseback transactions resulting in a finance lease with a deferred credit are
initially established at present value and credited to net cost of financial debt over the
remaining term of the associated financial lease contracts.
105
Operating leases
In addition to finance leases, the Group also leases aircraft, buildings and equipment
under operating lease agreements. Operating leases are lease contracts which are not
classified as finance leases, i.e. the risks and rewards in connection with the ownership of
the underlying assets are not substantially transferred to the lessee.
Lease expense of operating leases is recognised in the statement of profit or loss on a
straight-line basis over the lease term. If a sale and leaseback transaction results in an
operating lease, and it is clear that the transaction is established at fair value, any profit
or loss is recognised immediately in the statement of profit or loss. If the sale price is
below fair value, any profit or loss is recognised immediately. However, if the loss is
compensated for by future lease payments at below market price, the loss is deferred
and amortised in proportion to the lease payments over the period for which the asset is
expected to be used. If the sale price is above the fair value, the excess over fair value is
deferred and amortised in proportion over the period for which the asset is expected to
be used.
If the fair value at the time of a sale and leaseback transaction is less than the carrying
amount of the asset, a loss equal to the amount of the difference between the carrying
amount and the fair value is recognised immediately in the statement of profit or loss.
Deferred income
Advance ticket sales
Upon issuance, both Passenger and Cargo sales, including fuel and security surcharges,
are recorded as deferred income under Advance ticket sales. The Company applies an
estimation policy with respect to the recognition of those revenues in order to determine
which part of the tickets sold and related surcharges will expire without any transport
commitment for the Company.
Deferred gains on sale and leaseback transactions
This item relates to amounts deferred arising from sale and leaseback transactions.
Flying Blue frequent flyer program
KLM and Air France have a common frequent flyer program Flying Blue. This program
allows members to acquire miles as they fly on KLM, Air France or with other partner
companies. These miles entitle members to a variety of benefits such as free flights with
106
107
A deferred tax liability is recognised for all taxable temporary differences associated with
investments in subsidiaries, associates and interests in joint ventures, except to the
extent that the Group is able to control the timing of the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
Provisions for employee benefits
Pensions and other post-employment benefits
Pensions and other post-employment benefits relate to provisions for benefits (other than
termination benefits) which are payable to employees on retirement. The provisions
cover defined benefit pension plans, early-retirement schemes and post-employment
medical benefits available to employees. The Group has various defined benefit and
defined contribution pension plans, which are generally funded through payments to
separately administered funds or to insurance companies.
As per January 1, 2013, the revised standard IAS19 Employee Benefits is applicable.
For an elucidation and impact see notes to the financial statements: Changes in
accounting policies.
The amount recognised as a liability or an asset for post-employment benefits at the
balance sheet date is the net total of:
1.
The present value of the defined benefit obligations at the balance sheet date; and
2.
Minus the fair value of the plan assets at the balance sheet date.
The actuarial gain and losses are recognised immediately in Other Comprehensive
Income (part of equity).
The present values of the defined benefit obligations are calculated using the projected
unit credit method. The calculations of the obligations have been performed by
independent qualified actuaries. This benefit/years-of-service method not only takes into
account the benefits and benefit entitlements known at the balance sheet date, but also
increases in salaries and benefits to be expected in the future. When a plan is curtailed or
settled, gains or losses arising are recognised immediately.
108
109
Other provisions
Provisions are recognised when:
The provisions are carried at face value unless the effect of the time value of money is
material, in which case the amount of the provision is the present value of the
expenditures expected to settle the obligation. The effect of the time value of money is
presented as a component of financial income.
Emission Trading Scheme
As of January 1, 2012, European airlines entered the scope of companies subject to the
Emission Trading Scheme (ETS). In the absence of an IFRS standard or interpretation
regarding ETS accounting, the Group chose the following scheme known as the netting
approach.
According to this approach, the quotas are recognised as intangible assets:
- Free quotas given the State are valued at nil; and
- Quotas purchased on the market are accounted at the acquisition cost.
These intangible assets are not amortised.
If the difference between recognised quotas and real emissions is negative then the
Group recognises a provision. This provision is assessed at acquisition cost for acquired
rights and, for the non-hedged part, with reference to the market price as of each closing
date. At the date of the restitution of the quotas corresponding to real emissions, the
provision is written-off and the intangible assets are returned.
Accounting policies for the statement of profit or loss
Revenues
Air transport
Revenues from air transport transactions are recognised as and when transportation
service is provided. Air transport revenues are stated net of external charges such as
commissions paid to agents, certain taxes and volume discounts. The revenues however,
include (fuel) surcharges paid by passengers.
110
Maintenance contracts
The Group uses the percentage of completion method to determine the appropriate
amount of revenue and cost relating to third-party maintenance contracts to be
recognised in the statement of profit or loss in a given period, when the outcome can be
estimated reliably. When the outcome of a maintenance contract cannot be estimated
reliably, contract revenue is recognised only to the extent of contract cost incurred that
are likely to be recoverable.
Maintenance revenues from time and material contracts are recognised together with
incurred direct maintenance expenses as a percentage of completion of the individual
maintenance visits in progress. The degree of progress to completion is measured with
use of recorded progress and expenses incurred per individual maintenance visit.
Revenues on maintenance/power by the hour contracts, that are billed on logged flight
hours customers engines and components, are recognised to the extent that actual
maintenance services, valued at sales prices against the amounts billed on logged flight
hours have actually been carried out. Any amount billed for services not yet performed
are recorded as liability for unearned revenues.
External expenses
External expenses are recognised in the statement of profit or loss using the so called
matching principle which is based on a direct relationship between cost incurred and
obtaining income related to the operation. Any deferral of cost in view of applying the
matching principle is subject to these costs meeting the criteria for recognising them as
an asset on the balance sheet. In order to minimize the financial risks involved with such
transactions the Company makes use of financial derivatives such as fuel forward
contracts, foreign currency options and swaps. The gains and losses arising from the use
of the derivatives are included in these costs.
Gains/losses on disposals of property, plant and equipment
The gain on disposal of an item of property, plant and equipment is the difference
between the net disposal proceeds and the carrying amount of the item. Gains on
disposal are netted against losses on disposal.
Reversal of impairment losses on financial assets
This item represents increases in the carrying amounts of financial assets arising from
reversals of previously recognised impairment losses. The amount of the reversal does
111
not exceed the carrying amount of the assets that would have been determined had no
impairment losses been recognised in prior years.
Other income and expense items
Gross cost of financial debt
Gross cost of financial debt includes interest on loans of third parties and finance leases
using the effective interest rate method.
Income from cash and cash equivalents
Interest income includes interest on loans, interest-bearing marketable securities, shortterm bank deposits and money at call. Interest income is recognised on an accrual basis.
Foreign currency exchange gains and losses
Foreign exchange gains and losses resulting from the translation of transactions in
foreign currencies and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the statement of
profit or loss, except when deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges.
Fair value gains and losses
Fair value gains / losses represent the total of increases / decreases during the year in
the fair values of assets and liabilities, excluding derivative financial instruments
designated as cash flow hedges.
Share-based compensation
Phantom shares
The Group has cash-settled long-term incentive plans in which it grants to its employees
phantom shares. The phantom shares are shares, generating an amount of cash, which is
equal to the AIR FRANCE KLM share price at the moment of selling of shares. Phantom
shares are accounted for as a liability at the fair value at each reporting date. The liability
will be built up monthly during a 3-year vesting period.
The fair value of the phantom shares is measured at the AIR FRANCE KLM share closing
price at the end of the month.
Changes in the fair value of the liability are recognised as employee benefit expense in
profit and loss.
112
113
114
115
These financial assets and liabilities include cash and cash equivalents, trade accounts
receivable and trade accounts payable. Details of the assumptions used and the results of
sensitivity analyses recognising these assumptions are provided in note 4.
Financial Risk Management
Risk management organisation and fuel hedging policy
Market risk coordination and management is the responsibility of the Risk Management
Committee (RMC) which comprises the Chief Executive Officer and the Chief Financial
Officer of KLM, the Chief Executive Officer and the Chief Financial Officer of Air France
and the Chief Financial Officer of AIR FRANCE KLM. The RMC meets each quarter to
review AIR FRANCE KLM reporting of the risks relating to the fuel price, the principal
currency exchange rates and interest rates, and to decide on the hedging to be
implemented: targets for hedging ratios, the time periods for the respect of these targets
and, potentially, the preferred types of hedging instrument.
The aim is to reduce the exposure of AIR FRANCE KLM and, thus, to preserve budgeted
margins. The RMC also defines the counterparty-risk policy.
The decisions made by the RMC are implemented by the treasury and fuel purchasing
departments within each company, in compliance with the procedures governing the
delegation of powers. In-house procedures governing risk management prohibit
speculation. Regular meetings are held between the fuel purchasing and treasury
departments of both companies in order to exchange information concerning matters
such as hedging instruments used, strategies planned and counterparties.
The treasury departments of each company circulate information on the level of cash and
cash equivalents to their respective executive managements on a daily basis.
Every month, a detailed report including, amongst other information, interest rate and
currency positions, the portfolio of hedging instruments, a summary of investments and
financing by currency and the monitoring of risk by counterparty is transmitted to the
executive managements. The instruments used are swaps and options.
The policy on fuel hedging is the responsibility of the fuel purchasing departments, which
are also in charge of purchasing fuel for physical delivery. A weekly report, enabling the
116
evaluation of the net-hedged fuel cost of the current financial year and the two following
ones, is supplied to the executive managements.
This mainly covers the transactions carried out during the week, the valuation of all
positions, the hedge percentages as well as the breakdown of instruments and the
underlying used, average hedge levels, the resulting net prices and stress scenarios, as
well as market commentary. Furthermore, a weekly AIR FRANCE KLM report consolidates
the figures from the two companies relating to fuel hedging and to physical cost. The
instruments used are swaps and options.
Financial Risk Management
The Group is exposed to the following financial risks:
1.
Market risk;
2.
3.
1.
Market risk
Currency risk
Most of AIR FRANCE KLM revenues are generated in euros. However, because of its
international activities, AIR FRANCE KLM incurs a foreign exchange risk. The principal
exposure is to the US dollar, and then, to a lesser extent, to British pound sterling and
the Japanese yen. Thus, any changes in the exchange rates for these currencies relative
to the euro may have an impact on AIR FRANCE KLMs financial results.
With regard to the US dollar, since expenditures such as fuel, operating leases or
component cost exceed the level of revenue, AIR FRANCE KLM is a net buyer.
This means that any significant appreciation in the US dollar against the euro could result
in a negative impact on the Groups activity and financial results. Conversely, AIR
FRANCE KLM is a net seller of the Japanese yen and of British pound sterling, the level of
revenues in these currencies exceeding expenditure. As a result, any significant decline in
these currencies relative to the euro could have a negative effect on the Groups activity
117
and financial results. In order to reduce its currency exposure, AIR FRANCE KLM has
adopted hedging strategies.
Both KLM and Air France hedge progressively their net exposure over a rolling 24-month
period.
Aircraft are purchased in US dollars, meaning that AIR FRANCE KLM is highly exposed to
a rise in the dollar against the euro for its aeronautics investments. The hedging policy
plans the progressive and systematic implementation of hedging between the date of the
aircraft order and their delivery date.
Despite this active hedging policy, not all exchange rate risks are covered. AIR FRANCE
KLM might then encounter difficulties in managing currency risks, which could have a
negative impact on AIR FRANCE KLM business and financial results.
b.
At both KLM and Air France, most financial debt is contracted in floating-rate instruments
in line with market practice. However, given the historically low level of interest rates,
KLM and Air France have used swap strategies to convert a significant proportion of their
floating-rate debt into fixed rates. At the end of December 2013, KLMs net exposure to
changes in market interest rates is neutral.
c.
Risks linked to the jet fuel price are hedged within the framework of a hedging strategy
for the whole of AIR FRANCE KLM.
Main characteristics of the hedge strategy:
118
At least 25% of volumes consumed during the two first quarters of the program
(excluding the quarter underway) must be hedged in average distillates (Jet Fuel and
Gasoil).
Instruments: Swap, call, call spread, three ways, four ways, collar and collar put
spread.
2.
Credit risk
Credit risks arise from various activities including investing and operational activities as
well as hedging activities with regard to financial instruments. The risk is the loss that
could arise if a counterpart were to default in the performance of its contractual
obligations. The Group has established credit limits for its external parties in order to
mitigate the credit risk. These limits are determined on the basis of ratings from
organisations such as Standard & Poors and Moodys Investors Services.
As of December 31, 2013, KLM identified the following exposure to counterparty risk:
At December 31, 2013, the exposure consists of the fair market value of the short-term
(less than 1 year) marketable securities and mainly unrestricted triple A bonds.
3.
Liquidity and solvency risk is related to the risk that the Group might be unable to obtain
the financial resources it requires to meet its long- and short-term obligations on time.
All anticipated and potential cash flows are reviewed regularly. These include, amongst
others, operational cash flows, dividends, debt and interest payments and capital
expenditure. The objective is to have sufficient liquidity, including committed credit
facilities, available that are adequate for the liquidity requirements for the coming years.
119
Flight equipment
Other flight
equipment
Equipment
and
fittings
Leased
aircraft
1,615
2,934
1,702
6,251
6 21
607
165
1, 393
276
76
290
366
129
(171)
(605)
(1)
(34)
(7)
(42)
285
197
(72)
410
10
20
1,466
3,207
1,749
6,422
6 28
586
161
1, 375
177
7,974
1,074
889
774
2,737
2 07
472
99
778
3,515
97
147
186
430
29
27
12
68
498
(166)
(381)
(1)
(40)
(421)
200
Total
Land and
buildings
Other property
and equipment
Owned
aircraft
Total
Prepayments
Total
Historical cost
As at Jan. 1, 2012
Additions
Disposals
Other movements
As at Dec. 31, 2 012
(434)
(228)
7,920
499
(647)
202
Accumulated
depreciation
As at Jan. 1, 2012
Depreciation
Disposals
Other movements
As at Dec. 31, 2 012
(215)
(32)
(7)
166
15
19
200
1,122
1,051
813
2,986
2 36
467
103
806
3,792
(1)
541
2,045
928
3,514
4 14
135
66
615
276
4,405
344
2,156
936
3,436
3 92
119
58
569
177
4,182
Flight equipment
Owned
aircraft
Leased
aircraft
Other flight
equipment
1,466
3,207
1,749
6,422
6 28
586
161
1, 375
177
25
140
172
337
126
(169)
(612)
(8)
61
208
63
13
Total
Land and
buildings
Equipment
and fittings
Other property
and equipment
Total
Prepayments
Total
Historical cost
As at Jan. 1, 2013
Additions
Disposals
Other movements
As at Dec. 31, 20 13
(442)
365
(1)
(218)
(52)
(9)
(45)
(69)
31
(107)
7,974
468
(681)
132
1,414
3,128
1,813
6,355
6 84
549
109
1, 342
196
7,893
1,122
1,051
813
2,986
2 36
467
103
806
3,792
78
151
187
416
32
28
68
484
(147)
(455)
(52)
(3)
(63)
(518)
38
132
38
(2)
(32)
1,127
891
3,079
2 98
441
76
815
3,894
Accumulated
depreciation
As at Jan 1, 2013
Depreciation
Disposals
Other movements
As at Dec. 31, 2 013
(307)
168
1,061
(1)
(74)
(8)
136
344
2,156
936
3,436
3 92
119
58
569
177
4,182
353
2,001
922
3,276
3 86
108
33
527
196
3,999
120
Property, plant and equipment include assets which are held as security for mortgages
and loans as follows:
2013
Aircraft
Land and buildings
Other property and equipment
Carrying amount
As at December 31,
2012
100
153
41
123
163
47
294
333
Borrowing cost capitalised during the year amount to EUR 3 million (2012 EUR 7 million).
The interest rate used to determine the amount of borrowing cost to be capitalised was
4.0% (2012 4.0%).
Land and buildings include buildings located on land which have been leased on a longterm basis. The book value of these buildings at December 31, 2013 amounts to
EUR 270 million (December 31, 2012 EUR 290 million).
121
Intangible assets
Goodwill
Software
Trade-marks
Software
under
development
Total
Historical cost
As at Jan. 1, 2012
Additions
Reclassifications
39
-
179
16
-
5
1
116
46
(9)
339
62
(8)
39
195
153
393
29
-
125
18
-
2
1
-
156
19
-
29
143
175
10
10
54
52
3
3
116
153
183
218
Historical cost
As at January 1, 2013
Additions
Disposals
Reclassifications
39
-
195
(19)
95
6
-
153
68
(9)
(95)
393
68
(28)
-
39
271
117
433
29
-
143
22
(19)
-
3
1
-
175
23
(19)
-
29
146
179
10
10
52
125
3
2
153
117
218
254
122
2013
Associates
Jointly controlled entities
As at December 31,
2012
82
23
90
23
105
113
2013
2012
90
62
Movements
Investments
Share of profit/(loss) after taxation
Dividends received
Foreign currency translation differences
OCI movements derivatives
Other movements
(10)
(2)
4
-
44
(12)
(1)
(3)
(2)
2
Net movement
Carrying amount as at December 31
(8)
82
28
90
Carrying amount
Investments in associates
The share of profit/(loss) after taxation as at December 31 has been adjusted to reflect
the estimated share of result of the associate for the year then ended.
The Groups interest in its principal associate, Kenya Airways Ltd., can be summarised
as follows:
Country of incorporation
Percentage of interest held
Assets
Liabilities
Revenues
Profit/(loss) after taxation
Share of profit/(loss) after taxation
2013
As at December 31,
2012
Kenya
Kenya
26.73%
26.73%
1,104
823
902
(72)
681
479
949
15
(19)
Above table of Kenya Airways Ltd.s assets, liabilities and revenues is based on the
audited financial statements for the years ended March 31, 2013 and March 31, 2012.
123
The shares of Kenya Airways Ltd. are quoted on the Nairobi stock exchange. Based on
the quoted price of the shares at the close of business on December 31, 2013 the fair
value of KLMs interest in Kenya Airways Ltd. was EUR 45 million (2012 EUR 40 million).
The Groups interest in its associate Transavia France S.A.S. can be summarised as
follows:
2013
As at December 31,
2012
France
France
40%
40%
Assets
Liabilities
Revenues
Profit/(loss) after taxation
139
110
272
(4)
130
97
215
-
Country of incorporation
(2)
Transavia France is an associate controlled by Air France (60%) and Transavia Airlines
C.V. (40%).
In the shareholders agreement it has been stated that when losses exceed the book
value, the book value is written down to zero and no further losses are accounted for,
unless and to the extent that Transavia has entered into a legally enforceable or
constructive obligation or has made payments on behalf of Transavia France.
In 2012 the Group participated in a share issue of Transavia France for an amount of
EUR 8 million, of which EUR 2 million was paid in 2012.
124
2013
2012
23
23
Movements
New consolidation
Share of profit/(loss) after taxation
Other movements
Net movement
Carrying amount as at December 31
1
(1)
23
23
The Groups interest in its principal jointly controlled entity, Schiphol Logistics Park C.V.,
which is an unlisted company, can be summarised as follows:
2013
As at December 31,
2012
The Netherlands
The Netherlands
53%
45%
53%
45%
Non-current assets
Current assets
Profit/(loss) after taxation
64
1
-
59
2
1
Country of incorporation
125
Liabilities
Current Non-current
10
30
3
4
13
14
(1)
(27)
(3)
(17)
(12)
(14)
43
31
(31)
(43)
19
1
(27)
(115)
(15)
20
(157)
37
11
(13)
(3)
37
11
(13)
(3)
80
62
(44)
(203)
26
80
88
Others
Total as at December 31, 2012
Assets
Current Non-current
(3)
(44)
(206)
Liabilities
Current Non-current
28
1
2
17
8
(8)
(48)
(1)
(33)
(14)
(8)
29
27
(57)
(55)
7
6
(3)
(1)
-
(3)
(87)
(10)
13
(4)
(100)
92
20
(7)
(1)
92
20
(7)
(1)
121
60
(68)
(156)
48
121
108
(11)
(68)
(167)
126
<1 year
>1 year
and
<2 years
In millions of Euros
>2 years >3 years
and
and
<3 years <4 years
>4 Years
and
<5 years > 5 years
Fair
Value
763
137
180
208
119
71
48
(39)
763
137
180
208
119
71
48
32
32
1,454
21
1
953
21
1
490
-
11
-
(56)
-
199
154
59
142
88
41
57
66
18
(3)
42
-
1,920
1,278
631
11
(17)
219
36
31
49
55
48
(219)
(36)
(31)
(49)
(55)
(48)
(3)
2,683
1,415
811
219
119
71
48
(39)
(56)
127
In millions
of Euros
>4 Years
and
<5 years
>5 years
Fair
Value
181
35
181
116
161
191
237
710
(88)
183
116
161
191
237
710
(88)
83
34
14
34
69
-
(10)
6
117
48
69
(4)
1,976
211
133
244
191
237
960
(91)
Nominal
amount
<1 year
261
28
17
35
261
28
17
1,598
183
1,598
128
The nominal amounts of the Groups commitments on the crude and refined oil markets
as at December 31, 2013 are shown below:
In USD millions
>1 year >2 years >3 years
and
and
and
<2 years <3 years <4 years
In millions
of Euros
>4 Years
and
<5 years
>5 years
Fair
Value
10
94
104
104
Nominal
amount
<1 year
290
2,044
290
1,409
635
2,334
1,699
635
2,334
1,699
635
Valuation methods for financial assets and liabilities at their fair value
As at December 31, 2013, the breakdown of the Groups financial assets and derivative
instruments, based on the three classification levels, is as follows:
Level 1
Financial assets available for sale
Shares
Assets at fair value through profit and loss
Marketable securities
Cash and cash equivalents
Derivatives instruments (asset and liability)
Currency exchange derivatives
Interest rate derivatives
Commodity derivatives
Level 2
Total
375
-
530
226
905
226
(56)
(91)
104
(56)
(91)
104
129
Sensitivity analysis
The sensitivity is calculated solely on the valuation of derivatives at the closing date of
the period presented. The hypotheses used are coherent with those applied in the
financial year ended as at December 31, 2013.
The impact on other reserves corresponds to the sensitivity of effective fair value
variations for instruments and is documented in the hedged cash flow (options intrinsic
value, fair value of closed instruments). The impact on the income for tax corresponds
to the sensitivity of ineffective fair value variations of hedged instruments (principally
time value of options) and fair value variations of transactions instruments. For fuel, the
downward and upward sensitivity are not symmetrical when taken into account the
utilisation, in respect of the policy of optional hedged instruments in which the risk profile
is not linear.
For further information reference is made to the Financial Risk Management paragraph in
the text to the notes to the consolidated financial statements.
(29)
207
(72)
(92)
(59)
(73)
The fuel price sensitivity is only calculated on the valuation of derivatives at the closing
date of each period presented.
130
Currency sensitivity
Value as of the closing date of all monetary assets and liabilities in other currencies are
as follows:
Monetary Assets
Dec. 31,
Dec. 31,
2013
2012
USD
JPY
CHF
44
-
Monetary Liabilities
Dec. 31,
Dec. 31,
2013
2012
124
-
250
309
341
232
393
347
The amounts of monetary assets and liabilities disclosed above do not include the effect
of derivatives.
The impact on change in value of financial instruments and on other reserves of the
variation of a 10% weakening in exchange rates in absolute value relative to the Euro is
presented below:
USD
Dec. 31, Dec. 31,
2013
2012
Change in value of
financial instruments
Other reserves
(4)
(130)
JPY
Dec. 31, Dec. 31,
2013
2012
1
(147)
22
15
GBP
Dec. 31, Dec. 31,
2013
2012
28
21
16
14
Change in value of monetary assets and liabilities (in accordance with IAS 21,
including the effect of fair value and cash flow hedges);
The changes in fair value of derivatives for which fair value hedges accounting is
applied or no hedging accounting is applied.
The impact on other reserves is explained by the change in exchange rates on changes
in fair value of currency derivatives qualified for cash flow hedging, recognized in other
reserves.
Interest rate sensitivity
The Group is exposed to the risk of changes in market interest rates. The variation of 100
basis points of interest rates would have an impact on income before tax of EUR nil
million for 2013 (EUR nil million for 2012).
131
Held-to-maturity
investments
At fair value
through profit or
loss
Loans and
receivables
2012
2013
2012
2013
2012
2013
2012
196
205
36
38
50
46
282
289
1
(56)
62
(10)
-
1
(42)
38
(5)
(1)
2
(4)
(1)
(4)
6
(7)
(1)
-
184
1
-
1
3
-
(3)
(9)
(7)
(2)
185
175
29
36
235
50
457
193
196
Carrying amount
Total
2013
187
(60)
62
(10)
(4)
8
(49)
38
(3)
(1)
(7)
282
Non-current
Current
Non-current
12
181
31
165
20
31
174
52
226
9
9
42
42
8
8
247
210
78
204
As at December 31,
2012
211
1
220
2
212
222
132
The interest-bearing financial assets have fixed interest rates. The weighted average
effective interest rates at the balance sheet date are as follows:
EUR
USD
EUR
USD
0.3
1.0
3.3
2.0
-
0.3
0.8
3.4
2.3
-
The triple A bonds and long-term deposits are held as a natural hedge to mitigate the
effect of foreign exchange movements relating to financial lease liabilities. Except as
described below these securities are at the free disposal of the Company. Access to triple
A bonds and long-term deposits, loans and receivables amounting to EUR 226 million
(December 31, 2012 EUR 42 million) is restricted.
The maturities of held-to-maturity investments are as follows:
2013
Held-to-maturity
Less than 1 year
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
Over 5 years
Total
As at December 31,
2012
12
65
12
35
69
31
28
66
71
193
196
As at December 31,
2012
9
4
2
1
1
12
4
9
4
1
2
16
Total
29
36
133
As at December 31,
2012
209
221
16
22
174
52
9
235
42
8
50
460
293
Triple A bonds and long-term deposits: The fair values are based on the net present
value of the anticipated future cash flows associated with these instruments;
Deposits and commercial paper: The carrying amounts approximate fair value
because of the short maturity of these deposits and commercial paper;
AIR FRANCE KLM S.A. shares: Quoted price as at close of business on December 31,
2013 and December 31, 2012;
Other assets: The carrying amounts approximate fair value because of the short
maturity of these instruments or, in the case of equity instruments that do not have a
quoted price in an active market, the assets are carried at cost.
The contractual re-pricing dates of the Groups interest bearing assets are as follows:
2013
Less than 1 year
Between 1 and 2
Between 2 and 3
Between 3 and 4
Between 4 and 5
Over 5 years
years
years
years
years
As at December 31,
2012
247
69
2
1
1
122
77
37
70
1
2
81
442
268
134
Inventories
2013
Carrying amount
Maintenance inventories
Other sundry inventories
Total
As at December 31,
2012
124
78
110
94
202
204
Allowance for obsolete inventory amounted to EUR 62 million (December 31, 2012
EUR 62 million).
As at December 31,
2012
Trade receivables
Provision trade receivables
Trade receivables - net
546
(21)
525
560
(13)
547
108
5
88
30
30
86
102
6
96
26
38
72
872
887
Total
In the financial year EUR 9 million (December 31, 2012 EUR 4 million increase) increase
of provision trade receivables has been recorded in other operating income and expenses
in the consolidated statement of profit or loss.
Maintenance contract cost incurred to date (less recognised losses) for contracts in
progress at December 31, 2013 amounted to EUR 95 million (December 31, 2012
EUR 78 million).
Advances received for maintenance contracts in progress at December 31, 2013
amounted to EUR 4 million (December 31, 2012 EUR 6 million).
135
As at December 31,
2012
71
905
158
1,077
976
1,235
In 2013 a cash amount of EUR 132 million has been added to the restricted deposit for
the EU anti-trust investigations (see note 5 Other financial assets).
The effective interest rates on short-term deposits are in the range from 0.02% to 3.80%
(2012 range 0.02% to 3.00%). The major part of short-term deposits is invested in
money market instruments or in liquid funds with daily access to cash.
The part of the cash and cash equivalents held in currencies other than the Euro is as
follows:
2013
As at December 31,
2012
USD
GBP
JPY
Other currencies
31
11
18
2
10
Total
42
30
The fair value of cash and cash equivalents does not differ materially from the book
value.
136
Share capital
Par value
per share
(in EUR)
Priority shares
Ordinary shares
A Cumulative preference shares
B Preference shares
C Cumulative preference shares
2.00
2.00
2.00
2.00
2.00
Authorised
Number of
shares
1,875
149,998,125
37,500,000
75,000,000
18,750,000
Amount in
EUR 1,000
4
299,996
75,000
150,000
37,500
562,500
1,312
46,809,699
3
93,619
1,312
46,809,699
93,622
3
93,619
93,622
8,812,500
7,050,000
17,625
14,100
8,812,500
7,050,000
31,725
125,347
17,625
14,100
31,725
125,347
137
The rights, preferences and restrictions attaching to each class of shares are as follows:
Priority shares
All priority shares are held by AIR FRANCE KLM S.A. Independent rights attached to the
priority shares include the power to determine or approve:
a. To set aside an amount of the profit established in order to establish or increase
reserves (art. 32.1 Articles of Association (AoA));
b. Distribution of interim dividends, subject to the approval of the Supervisory Board
(art. 32.4 AoA);
c. Distribution to holders of common shares out of one or more of the freely
distributable reserves, subject to the approval of the Supervisory Board (art. 32.5
AoA);
d. Transfer of priority shares (art. 14.2 AoA).
Before submission to the General meeting of Shareholders prior approval of the holder of
the priority shares is required for:
a. Issuance of shares (art. 5.4 AoA);
b. Limitation of or exclusion from pre-emptive rights of the holders of other classes
of shares (art. 5.4 AoA);
c. Repurchase of own shares (art. 10.2 AoA);
d. Alienation of own priority shares and C cumulative preference shares (art. 11.2 AoA);
e. Reduction of the issued share capital (art. 11.3 AoA);
f.
AoA);
g. Amendments of the Articles of Association and/or dissolution of the Company (art.
41.1 AoA).
A Cumulative preference shares, B Preference shares, C Cumulative preference
shares and Ordinary shares
Holders of preference and ordinary shares are entitled to attend and vote at shareholders
meetings. Each share entitles the holder to one vote.
As at December 31, 2013 the State of The Netherlands held 3,708,615 A cumulative
preference shares to which a voting right attaches of 5.9%. This has not changed since
financial year 2006/07. For details of the right to dividend distributions attaching to each
class of share see the section Other information.
138
10
Other reserves
Hedging
reserve
As at January 1, 2012 *
Remeasurement
of defined Translation Other Legal
benefit pension
reserve
reserve
Total
(14)
(788)
(10)
215
(597)
(93)
23
(131)
33
(1)
-
31
-
(93)
(1)
(131)
31
56
(84)
(886)
(11)
246
(735)
As at January 1, 2013 *
(84)
(886)
(11)
246
(735)
57
(14)
(85)
20
(4)
-
25
-
57
(4)
(85)
25
6
(41)
(951)
(15)
271
(736)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
139
11
491
-
60
-
476
-
Total
491
60
476
AIR FRANCE KLM S.A., Air France and KLM have agreed that the proceeds of capital
market transactions will be made available to Air France and KLM by means of
intercompany loan agreements.
Loans from parent company Non current
On June 26, 2009, AIR FRANCE KLM S.A. issued a loan of a principal amount of
EUR 661 million, represented by 56 million bonds convertible and/or exchangeable for
new or existing shares of AIR FRANCE KLM due April 1, 2015. Of the total proceeds, AIR
FRANCE KLM S.A. has granted to KLM by means of an intercompany loan facility, dated
March 19, 2010, a total amount of EUR 386 million. On December 31, 2013, KLM has
drawn an amount of EUR 203 million on this intercompany loan facility. The drawn
amount bears a floating interest rate.
On December 14, 2012, AIR FRANCE KLM S.A. issued a plain vanilla bond of a principal
amount of EUR 500 million. Of the total proceeds, AIR FRANCE KLM S.A. has granted to
KLM by means of an intercompany loan facility, dated December 14, 2012, a total
amount of EUR 180 million. On December 31, 2013, KLM has drawn an amount of
EUR 90 million on this intercompany loan facility. The drawn amount bears a fixed
interest rate of 6.25%.
On March 28, 2013, AIR FRANCE KLM S.A. issued a convertible bond of a principal
amount of EUR 550 million. Of the total proceeds, AIR FRANCE KLM S.A. has granted to
KLM by means of an intercompany loan facility, dated June 7, 2013, a total amount of
EUR 198 million. On December 31, 2013, KLM has drawn the intercompany loan facility in
full. The drawn amount bears a fixed interest rate.
According to the three above mentioned intercompany loan agreements, KLM may repay
the drawn amounts at any time before the maturity date. Any advance repaid can be
borrowed again.
140
12
Lease obligations
December 31, 2013
Future
Total
minimum
Future financial
finance
lease
lease
payment
charges liabilities
Lease obligations
Within 1 year
331
Total current
Between 1 and
Between 2 and
Between 3 and
Between 4 and
Over 5 years
331
2
3
4
5
years
years
years
years
Total non-current
Total
361
230
354
311
610
1,866
2,197
,
68
263
404
68
263
53
43
34
21
32
308
187
320
290
578
291
362
226
352
847
183
251
1,683
1,946
2,078
2,482
404
82
322
82
322
75
60
54
39
54
216
302
172
313
793
282
364
1,796
2,118
The finance leases relate exclusively to aircraft leasing. At the expiry of the leases, KLM
has the option to purchase the aircraft at the amount specified in each contract. The
lease agreements provide for either fixed or floating interest payments. Where the
agreements are subject to a floating interest rate, this is normally the 3 or 6 month
EURIBOR or the USD LIBOR rate. The average interest rate, without taking into account
the impact of hedging (and the deferred benefits arising from sale and leaseback
transactions) is 1.90% (average fixed rate 3.62%, average floating rate 1.25%). Taking
into account the impact of hedging the average interest rate is 3.16% (average fixed rate
3.36%, average floating rate 1.79%). After hedging 85% of the outstanding lease
liabilities have a fixed interest rate.
141
The fair value of finance lease liabilities amounts to EUR 1,776 million as at
December 31, 2013 (December 31, 2012 EUR 1,982 million). The fair value of the
financial liabilities is based on the net present value of the anticipated future cash flows
associated with these instruments. For the lease liabilities restricted deposits are used as
collateral.
The total future minimum lease payments under operating leases are as follows:
Aircraft
December 31,
2013
2012
Buildings
December 31,
2013
2012
Other equipment
December 31,
2013
2012
Total
December 31,
2013
2012
Operating lease
commitments
Within 1 year
312
316
34
31
355
356
Total current
312
316
34
31
355
356
309
330
324
316
1,123
293
266
264
229
1,005
30
29
28
25
210
28
25
23
23
202
7
7
5
3
5
8
6
6
3
5
346
366
357
344
1,338
329
297
293
255
1,212
2,402
2,714
2,057
2,373
322
356
301
332
27
36
28
37
2,751
3,106
2,386
2,742
Between 1 and 2
Between 2 and 3
Between 3 and 4
Between 4 and 5
Over 5 years
years
years
years
years
Total non-current
Total
13
2012
1,576
1,715
74
(153)
(53)
(23)
121
(239)
(42)
21
Net movement
Carrying amount as at December 31
(155)
1,421
(139)
1,576
344
18
14
553
492
152
18
14
603
789
Total
344
1,077
152
1,424
142
The subordinated perpetual loans are subordinated to all other existing and future KLM
debts. The subordinations are equal in rank. Under certain circumstances KLM has the
right to redeem the subordinated perpetual loans, with or without payment of a premium.
The Swiss Franc subordinated perpetual loans amounting to EUR 341 million as at
December 31, 2013 (December 31, 2012 EUR 348 million) are listed on the SWX Swiss
Exchange, Zurich.
The maturity of financial liabilities is as follows:
2013
Less than 1 year
Between 1 and 2
Between 2 and 3
Between 3 and 4
Between 4 and 5
Over 5 years
years
years
years
years
Total
As at December 31,
2012
344
178
66
163
82
588
152
347
183
85
87
722
1,421
1,576
The carrying amounts of financial liabilities denominated in currencies other than the
Euro are as follows:
2013
USD
CHF
JPY
Total
As at December 31,
2012
10
341
211
52
347
256
562
655
2013
As at December 31,
2012
18
14
248
848
18
14
324
921
1,128
1,277
The fair value of the financial liabilities is based on the net present value of the
anticipated future cash flows associated with these instruments.
143
The exposure of the Groups borrowing interest rate changes and the contractual repricing dates are as follows:
<1 year
As at December 31, 2012
Total borrowings
Effect of interest rate swaps
> 5 years
Total
950
(355)
626
355
1,576
-
595
981
1,576
870
(264)
551
264
1,421
-
606
815
1,421
The effective interest rates at the balance sheet date, excluding the effect of derivatives,
are as follows:
December 31, 2013
EUR
Other
in %
Cumulative preference shares
Subordinated perpetual loans
Other loans
3.57
2.02
2.77
-
3.76
1.78
4.00
-
The interest rates of the subordinated perpetual loans and other loans, taking into
account the effect of derivatives, are as follows:
Variable
interest
loans
Subordinated perpetual loans
Other loans
344
Fixed
interest
loans
553
492
Average
variable
%-rate
2.21
Average
fixed
%-rate
Average
%-rate
4.53
2.70
4.53
2.36
The variable interest rates are based on EURIBOR or the USD LIBOR rate.
The Company has a EUR 540 million syndicated revolving credit facility which will expire
in July 2016. In addition the Company has a EUR 25 million credit facility through a
bilateral agreement with a bank. No amounts have been drawn on these facilities as at
December 31, 2013 and 2012.
144
14
Deferred income
December 31, 2013
Current Non-current
706
7
106
56
12
139
7
721
7
96
1
24
154
8
Total
875
158
825
186
15
2012 *
(15)
48
(6)
(4)
Net movement
Carrying amount as at December 31
38
23
69
(29)
(55)
(84)
(15)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
Deferred income tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the deferred
income taxes relate to the same fiscal authority.
The amounts of deferred tax assets recognised in the other tax jurisdictions (i.e. in The
United Kingdom) and in Dutch subsidiaries not included in KLM income tax fiscal unity in
The Netherlands are included in the deferred tax asset line within non-current assets on
the balance sheet. Of the total amount involved, being EUR 61 million, EUR 3 million is
expected to be recovered in 12 months or less and EUR 32 million is expected to be
recovered after more than 12 months. An amount of EUR 26 million related to taxes on
remeasurement via Other Comprehensive Income of defined benefit pension plans and
will not be recycled through the statement of profit and loss.
145
The split between deferred tax assets, net (offset) deferred tax liabilities and current
income tax liability is as follows:
2013
As at December 31,
2012 *
(61)
84
(72)
57
23
(15)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
As at December 31,
2012 *
46
457
16
523
503
539
2
585
5
591
587
84
596
57
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
146
The movements in deferred tax assets and liabilities, without taking into consideration
the offsetting of balances within the same tax jurisdiction, are as follows:
Carrying
amount as at
January 1
Income
statement Tax (charged)/
(charge)/
credited to
credit
equity
Other
Carrying
amount as at
December 31
412
45
4
36
2
4
6
83
(14)
(1)
12
(1)
23
-
495
31
3
48
2
27
5
509
79
23
611
Carrying
amount as at
January 1
Income
statement Tax (charged)/
(charge)/
credited to
credit
equity
Other
Carrying
amount as at
December 31
495
31
3
48
2
27
5
(5)
(13)
(1)
(2)
(13)
(14)
-
611
(21)
(27)
Income
statement
charge/
(credit)
Tax (charged)
/ credited to
equity
Carrying
amount as at
January 1
11
(2)
2
501
18
2
35
13
5
11
Other
574
Carrying
amount as at
December 31
8
559
6
5
578
Carrying
amount as at
January 1
(3)
23
(2)
-
5
582
4
5
18
596
Income
statement
charge/
(credit)
Tax (charged)
/ credited to
equity
Other
(4)
35
(2)
(2)
(34)
1
8
(1)
1
591
2
3
(33)
597
Carrying
amount as at
December 31
5
582
4
5
596
27
147
The Group has tax loss carry forwards in The Netherlands amounting to EUR 1.9 billion
(December 31, 2012 EUR 1.9 billion) and in The United Kingdom amounting to
EUR 37 million (December 31, 2012 EUR 39 million) for which a deferred tax asset has
been recognised to the extent that expected future taxable profits in excess of the profit
arising from the reversal of existing temporary differences, are sufficient for utilisation of
those tax loss carry forwards. If these expected future taxable profits will not materialise,
this could have a significant impact on the recoverability of these deferred tax assets.
Under Income Tax law in The Netherlands, the maximum future period for utilising tax
losses carried forward is nine years. In The United Kingdom, this period is indefinite.
The Group has tax loss carry forwards in The United Kingdom in the amount of
EUR 17 million (December 31, 2012 EUR 11 million) as well as deductible temporary
differences for which no deferred tax asset has been recognised, due to the uncertainty
whether there are sufficient future tax profits against which such temporary differences
and tax losses can be utilised. The unrecognised deferred tax assets relating to
temporary differences amounting to EUR 5 million (December 31, 2012 EUR 19 million).
148
16
301
41
81
11
434
329
56
85
12
482
263
39
77
10
389
45
292
54
77
11
434
48
As at December 31,
2013
2012 *
Assets
Pension assets non current portion
Total assets
2,454
2,477
2,454
2,477
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
Pension plans
The Company sponsors a number of pension plans for employees world-wide. The major
plans are defined benefit plans covering Cabin Crew, Cockpit Crew and Ground Staff
based in The Netherlands, The United Kingdom, Germany, Hong Kong, and Japan. The
major plans are funded through separate pension funds which are governed by
independent boards and are subject to supervision of the local regulatory authorities.
In addition to these major plans there are various relatively insignificant defined benefit
and defined contribution plans for employees located in- and outside The Netherlands.
Characteristics of Cabin Crew plan
The pension plan relating to Cabin Crew of the Company is a defined benefit plan with
reversion to the spouse in case of death of the beneficiary. The pension is calculated
based on the last wage reference for employees hired since 2009, and based on an
average wage reference relating to the entire career for the other employees. The age of
retirement defined in the plan is 60 years old. The duration of the pension plan is 22
years.
149
The board of the pension fund is composed of members appointed by the employer and
employees. The board is fully responsible for the execution of the plan. The Company can
only control the financing agreement between the Company and the pension fund. The
financing agreement is part of the Collective Labour Agreement between the Company
and the Unions/Works council.
To satisfy the requirements of the Dutch regulations and rules set between the employer
and the board of the pension fund, the plan imposes a minimum funding level of 105%
projection of the short-term commitment, and approximately 115% to 120% projection
of the long-term commitment. The projection of these commitments is calculated
according to the rules of local funding.
The Company and the employee have to pay additional contributions if the coverage ratio
is under the funding rules detailed above: within 3 years if non-compliance with the
threshold of 105% or within 15 years if non-compliance with the threshold of 115% to
120 %. The amount of regular and additional employer contributions is limited to 48% of
the pensionable basis. The amount of possible additional employee contributions is
limited to 0.7% of the pensionable basis. A reduction of contribution is possible if the
indexation of pensions is fully funded. This reduction in a year is limited to twice the
normal contributions.
The return on plan assets, the discount rate used to value the commitments, the
longevity and the characteristics of the active population are the main factors that impact
both the coverage ratio and the level of the regular contribution for future pension
accrual. The regular contributions are limited to 24% of the pensionable base. The funds,
fully dedicated to the Company, are mainly invested in bonds, equities and real estate.
The required funding of this pension plan also includes buffer against the following risks:
interest rate mismatch, equity risk, currency risk, credit risk, actuarial risk and real
estate risk. For example, to reduce the sensitivity to a decline of the interest rate,
approximately 50% of the sensitivity to an interest rate shock on all maturities is covered
by an interest hedge. About 90% of the currency risk is also hedged. Put options are in
place, which cover a decrease of about 25% of the value of the equity portfolio.
150
151
152
by an interest hedge.
About 90% of the currency risk is also hedged. Put options are in place, which cover a
decrease of about 25% of the value of the equity portfolio.
Investment strategy
The boards of the funds of the aforementioned Cabin, Cockpit and Ground plan, consult
independent advisors as necessary to assist them with determining investment strategies
consistent with the objectives of the funds. These strategies relate to the allocation of
assets to different classes with the objective of controlling risk and maintaining the right
balance between risk and long-term returns in order to limit the contribution to the
Company of the benefits provided. The funds use asset and liability management studies
that generate future scenarios to determine their optimal asset mix and expected rates of
return on assets.
Investments are well diversified, such that the failure of any single investment would not
have a material impact on the overall level of assets. The plans invest a large proportion
of their assets in equities which it is believed offer the best returns over the long term
commensurate with an acceptable level of risk. Also a proportion of assets is invested in
property, bonds and cash. The management of most assets is outsourced to a private
institution, Blue Sky Group, under a service contract.
Developments 2013
The financial markets remained volatile in 2013, the plan assets increased by
EUR 389 million. The discount rate used to calculate the pension obligations remained
stable at 3.65%. Through the addition of the periodical service and interest cost, the
funded pension obligations increased by EUR 383 million, leading to a slight improvement
of the funded status.
Based on the aforementioned and the criteria under the Dutch Pension Law, as set by the
Dutch Central Bank, the funding ratios are as follows as at December 31, 2013:
153
In 2013 three plan changes have been agreed between the Company and the respective
Unions/Works council. As from January 1, 2014, the annual accrual rate in the Cabin
Crew plan decreased from 1.78% to 1.57% for the average career plan and from 1.58%
to 1.39% for the final wage plan. As from January 1, 2013, the annual accrual rate in the
Ground Staff plan decreased from 2.25% to 2.15%. In addition the pension age for
Ground Staff plan will gradually increase from 65 years to 67 years as from
January 1, 2014. These plan changes led to lower pension obligations and to lower
defined benefit cost recognized in profit or loss in 2013. The financing agreements have
not changed during 2013.
New IAS 19 as from 2013
The main impacts of the revisions of IAS 19 as per January 1, 2013 are:
Removal of the corridor method. As of the effective date all actuarial gains and losses
should be recognised as remeasurement in Other Comprehensive Income (OCI) in
equity as per transition date; and
Expected return on fund assets will be replaced by the same interest rate as used to
calculate the discounted defined benefit obligations. Since this new interest rate is
lower than the expected return on fund assets used under the former IAS 19, defined
benefit cost recognized in profit or loss will increase as from 2013 (including
comparative figures 2012).
A negative adjustment in the opening equity of the first comparative financial year,
i.e. as of January 1, 2012, amounting to EUR 1,051 million gross reduced by the tax
effect to EUR 788 million net of tax;
An adjustment in the result 2012 amounting to EUR 72 million negative gross reduced
by the tax effect to EUR 54 million negative net of tax; and
negative
adjustment
in
equity
as
of
December
31,
2012
amounting
to
EUR 1,254 million gross reduced by the tax effect to EUR 940 million net of tax.
In the financial statements 2013 the balance sheets as per January 1, 2012 and
December 31, 2012 have been restated in order to allow comparison. See Notes to the
consolidated financial statements: Changes in accounting policies.
154
As at December 31,
2013
2012 *
3.67
1.57
1.96
3.66
1.55
1.95
3.66
n.a.
1.55
1.95
4.98
n.a.
2.35
2.04
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
155
For the main Dutch pension plans, the 2012-2062 Generation mortality tables (with
certain plan specific adjustments) of the Dutch Actuarial Association were used.
14,133
(16,286)
13,750
(15,897)
(2,153)
(2,147)
2013
2012 *
301
(2,454)
329
1
(2,477)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
The movements in the present value of wholly or partly funded obligations in the year are
as follows:
13,750
11,785
435
497
(40)
(21)
(207)
127
(392)
(16)
383
14,133
397
575
(3)
112
1,286
(23)
(381)
(5)
7
1,965
13,750
156
The movements in the fair value of assets of the wholly or partially funded pension plans
in the year can be summarised as follows:
2013
Fair value as at January 1
Interest income
Return on plan assets excluding interest income
Employer contributions
Member contributions
Benefits paid from plan / company
Other
Exchange rate changes
Net movement
Fair value as at December 31
15,897
2012
13,883
582
(207)
367
45
(392)
1
(7)
389
16,286
778
1,176
386
54
(385)
(2)
7
2,014
15,897
The actual return on pension plan assets is EUR 375 million positive (December 31, 2012
EUR 1,954 million positive).
The experience adjustments are as follows:
As at December 31,
2013
2012
Benefit obligation
Plan asset
127
(207)
23
1,176
The sensitivity of the defined benefit cost recognized in profit or loss and the defined
benefit obligation to variation in the discount rate are:
In millions of Euros
(55)
(590)
(54)
(581)
59
783
68
804
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
157
The sensitivity of the defined benefit cost recognized in profit or loss and the defined
benefit obligation to variation in the salary increase are:
In millions of Euros
12
106
(10)
(94)
10
82
(11)
(73)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
The sensitivity of the defined benefit cost recognized in profit or loss and the defined
benefit obligation to variation in the pension rate are:
In millions of Euros
49
643
31
468
(36)
(488)
(38)
(453)
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
The major categories of assets as a percentage of the total pension plan assets are as
follows:
in %
Debt securities
Real estate
Equity securities
Other
As at December 31,
2013
2012
50
10
38
2
50
10
38
2
158
Debt securities are primarily composed of listed government bonds, equally split between
inflation linked and fixed interest, at least rated BBB, and invested in Europe, the United
States of America and emerging countries. Real estate are primarily invested in Europe
and the United States of America and equally split between listed and unlisted. Equity
securities are mainly listed and invested in Europe, the United States of America and
emerging countries.
Post-employment medical benefits
This provision relates to the obligation the Company has to contribute to the cost of
employees' medical insurance after retirement in The United States of America and
Canada.
Post-employment medical benefits
As at December 31,
2013
2012 *
Present value of unfunded obligations
41
56
41
56
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
The movements in the present value of wholly or partly funded obligations in the year are
as follows:
Post-employment medical benefits
2013
2012
56
45
Interest expense
Actuarial losses/(gains) demographic assumptions
Actuarial losses/(gains) financial assumptions
Actuarial losses/(gains) experience gap
Benefits paid from plan/company
Exchange rate changes
2
1
(10)
(4)
(2)
(2)
Net movement
Carrying amount as at December 31
2
7
5
(2)
(1)
(15)
11
41
56
159
The provisions were calculated using actuarial methods based on the following
assumptions (weighted averages for all plans):
Post-employment medical benefits
in %
As at December 31,
2013
2012
4.35
3.35
3.35
4.40
7.30
7.30
4.90
2095
9.50
9.50
5.00
2016
* The rates shown are the weighted averages for The United States of America and Canada
59
22
57
28
81
85
Jubilee benefits
Other benefits
56
21
52
25
Non-current portion
Current portion
77
4
77
8
The provision for jubilee benefits covers bonuses payable to employees when they attain
25 and 40 years of service.
Termination benefits
The provision for other benefits relates to existing retirement entitlements.
As at December 31,
2013
2012
Redundancy benefits
Non-current portion
Current portion
10
1
11
1
11
12
160
17
Other provisions
Phasing-out
costs of
operating
lease
aircraft
As at January 1, 2013
Additional provisions and increases in existing
provisions
Unused amounts reversed
Used during year
Other changes
Power by
the hour
contracts
regarding
aircraft
169
88
(3)
(47)
9
Aircraft
maintenance
provision
71
6
(5)
(2)
29
8
(14)
(1)
-
Legal
Issues
181
13
(17)
-
Other
73
22
(6)
(17)
(8)
Total
523
137
(23)
(87)
(1)
216
70
22
177
64
549
Current/non-current portion
Non-current portion
Current portion
216
-
53
17
22
-
173
4
42
22
506
43
216
70
22
177
64
549
Other provisions
Other provisions include provisions for onerous leases of aircraft and site restoration cost
for land and buildings under long term lease agreements.
161
18
Trade payables
Amounts due to AIR FRANCE KLM Group companies
Taxes and social security premiums
Other payables
Accrued liabilities
Total
19
As at December 31,
2012
966
129
260
295
155
668
117
121
300
578
1,805
1,784
Commitments
As at December 31, 2013, KLM has commitments for previously placed orders amounting
to EUR 2,507 million (December 31, 2012 EUR 1,789 million). EUR 2,364 million of this
amount
relates
to
is
aircraft
due
in
(December
2014.
The
31,
balance
of
the
of
commitments
which
as
at
December 31, 2013 amounting to EUR 143 million (December 31, 2012 EUR 87 million)
is related to other tangible fixed assets. As at December 31, 2013 prepayments on
aircraft
orders
have
been
made,
amounting
to
(December
31,
20
Contingent liabilities
Actions
instigated
by
the
EU
Commission
and
several
competition
162
163
b.
In addition to the above-mentioned investigations, KLM and Martinair are (or were)
involved in class actions in the US and Australia as well as various civil actions in Europe.
US
With respect to the US class actions, KLM and Martinair (together with Air France)
concluded a settlement agreement with the plaintiffs in July 2010, bringing an end to all
claims, court proceedings in connection with unlawful practices for cargo transportation
to, from and within the US. The share of KLM and Martinair in the concluded settlement
agreement amounts to EUR 31 million, which was paid in July 2010.
With respect to the four KLM, Martinair (and Air France) customers who have chosen to
be excluded, a portion of the settlement proportional to the revenue of KLM, Martinair
(and Air France) received from those parties as compared with the overall revenue was
segregated in separate escrow. The parties who opted out are free to sue KLM, Martinair
(and Air France) individually.
Netherlands
Equilib
Litigation vehicle Equilib initiated two, largely overlapping, proceedings at the Amsterdam
District Court aimed at establishing liability for claims of 547 individual shippers (or 184
groups), whereby the actual amounts are to be determined in follow-up proceedings.
Following the annulment by the Amsterdam Court of Appeal of the interim decision of the
District Court to stay the proceedings, KLM, Martinair (and Air France) are now due to file
their statement of defence on April 2, 2014 in the first proceedings. The second
proceedings will be introduced on July 2, 2014 at which date the District Court will set a
time limit for the statement of defence.
KLM, Martinair (and Air France) initiated contribution proceedings at the Amsterdam
District Court against the other airlines included in the European Commission (EC)
decision, which were stayed with the main proceedings. As the annulment of this stay by
the Amsterdam Court of Appeal did not affect the stay of the contribution proceedings,
KLM, Martinair (and Air France) asked the Court of Appeal in a separate appeal to annul
the stay of the contribution proceedings, which would synchronize main and contribution
proceedings again.
164
165
Australia
Within the context of on-going class action proceedings instituted in 2007 against seven
airlines (excluding KLM, Martinair and Air France) in the Australian Federal Court, cross
claims have been filed against Air France, KLM and Martinair by Singapore Airlines,
Cathay Pacific, Lufthansa, Air New Zealand and British Airways. In the cross claims, the
respondent airlines claim that if, despite their denial of the claims of wrongdoing in the
class action, they are ordered to pay damages, they will seek contribution from the cross
respondents. KLM, Martinair and Air France have filed defences to these cross claims in
which they deny that the respondent airlines are entitled to any contribution from them.
As of December 31, 2013, this proceeding was still pending.
To date, neither of these cross claimant airlines have quantified nor substantiated their
purported claims. No provision has been made for this law suit.
Norway
On May 25, 2012, a civil suit was filed by a company named Marine Harvest before the
Norwegian court against KLM (and Air France, SAS and Lufthansa) on the grounds of
allegedly additional costs caused by anticompetitive practices. The Tribunal decided that
the proceedings should be stayed until the pending appeals against the EC decision of
November 9, 2010 have fully run their course. To date, Marine Harvest Norway AS has
not sufficiently substantiated its purported claim. No provision has been made for this law
suit.
KLM and Martinair, together with Air France, will vigorously defend themselves in all civil
law suits initiated against them.
c.
166
d. Other litigation
Minority shareholders
On July 12, 2013, the Dutch Supreme Court (Hoge Raad) in third and highest instance
denied all claims made by the Dutch association Vereniging van Effectenbezitters
together with an individual KLM shareholder, initiated in 2008 against KLM and AIR
FRANCE KLM (the latter in its capacity of priority shareholder) on the subject of the
minority shareholders of KLM being entitled to a higher dividend than the EUR 0.58 paid
for the financial year 2007/08.
By request dated December 31, 2012, the same individual and one additional minority
shareholder requested the Enterprise Chamber (Ondernemingskamer) of the Amsterdam
Court of Appeal to order an enquiry into, amongst others, the dividend policy of KLM in
respect of the fiscal years 2004/05 through 2007/08 and 2010/11.
The Enterprise Chamber on January 9, 2014 ordered only one element of the requested
enquiry, which is an enquiry into the dividend resolutions and policy for the various book
years (the other three elements of the request were denied). The main focus of the
enquiry is the manner in which AIR FRANCE KLM, in its capacity as the sole priority
shareholder, and KLM's Board of Managing Directors and Supervisory Board, have
executed clause 32 of KLM's Articles of Association. This provides that the priority
shareholder may reserve part of the profits after consulting with the Board of Managing
Directors and the Supervisory Board of KLM.
Other
The Company and certain of its subsidiaries are involved as defendant in litigation
relating to competition issues, commercial transactions, and labour relations. Although
the ultimate disposition of asserted claims and proceedings cannot be predicted with
certainty, it is the opinion of the Companys management that, with the exception of the
matters discussed above, the outcome of any such claims, either individually or on a
combined basis, will not have a material adverse effect on the Companys consolidated
financial position, but could be material to the consolidated results of operations of the
Company for a particular period.
167
To demolish the buildings and clean up the land prior to return to the lessor;
2.
3.
No decision has been taken regarding the future of any of the buildings standing on
leased land. Therefore, it cannot be determined whether it is probable that site cleaning
up cost will be incurred and to what extent. Accordingly, no provision for such cost has
been established.
Guarantees
Bank guarantees and corporate guarantees given by the Company on behalf of
subsidiaries, unconsolidated companies and third parties, including the guarantees
provided by the Company for the four bond loans issued by AIR FRANCE KLM S.A. (see
note 11), amount to EUR 845 million as at December 31, 2013 (December 31, 2012
EUR 732 million).
The guarantee, which relates to the EU anti-trust investigations (see note 17), amounts
to EUR 167 million as at December 31, 2013. This total guarantee amount is secured by
cash pledge as at December 31, 2013 (see note 5). As at December 31, 2012, the
guarantee was EUR 121 million and a cash pledge of EUR 42 million.
For the four bond loans issued by AIR FRANCE KLM S.A. (see note 11) the total
guarantee for the Company is EUR 793 million as at December 31, 2013. The guarantees
that the Company provides covers the principal amount as well as the remaining interest
obligations.
With respect to the guarantee provided by the Company on the convertible bond loan,
issued by AIR FRANCE KLM S.A. in June 2009 (see note 11), both Air France and the
Company have irrevocably and unconditionally agreed to act joint and several as
guarantors. But the guaranteed amount for the Company has been reduced, since Air
France and the Company have entered into separate agreements where Air France will
compensate the Company for 50% of any amount claimed by the bondholders (and vice
168
versa).
With respect to the guarantee provided by the Company on the plain vanilla bond loan,
issued by AIR FRANCE KLM S.A. in October 2009 (see note 11), the Company has
irrevocably and unconditionally agreed to act as several but not as joint guarantors (the
Company for 50%).
With respect to the guarantee provided by the Company on the two other bond loans that
have been issued by AIR FRANCE KLM S.A. (see note 11), the Company has irrevocably
and unconditionally agreed to act as several but not as joint guarantors (the Company for
40%).
For the four bond loans issued on AIR FRANCE KLM S.A. level (see note 11) the total
guaranteed amount outstanding is reduced by the total amount drawn as at December
31, 2013 on the existing intercompany loan facilities (see note 11).
Section 403 guarantees
General guarantees as defined in Book 2, Section 403 of The Dutch Civil Code have been
given by the Company on behalf of several subsidiaries in The Netherlands. The liabilities
of
these companies
to
third
parties
and
unconsolidated
companies
amount to
EUR 409 million as at December 31, 2013 (December 31, 2012 EUR 418 million).
Contingent assets
Litigation
The Company and certain of its subsidiaries are involved as plaintiff in litigation relating
to commercial transactions and tax disputes. Although the ultimate disposition of
asserted claims and proceedings cannot be predicted with certainty, it is the opinion of
the Companys management that the outcome of any such claims, either individually or
on a combined basis, will not have a material favourable effect on the Companys
consolidated financial position, but could be material to the consolidated results of
operations of the Company for a particular period.
169
21
Revenues
Services rendered
Passenger transport
Cargo transport
Maintenance contracts
Charter and low cost business
Other services
Total revenues
22
2013
2012
6,869
1,537
518
724
40
6,631
1,664
455
681
42
9,688
9,473
2013
2012
2,941
69
301
764
182
492
669
309
32
187
145
128
118
3,102
77
310
745
181
470
593
326
44
122
195
113
178
6,337
6,456
External expenses
Aircraft fuel
Chartering costs
Aircraft operating lease costs
Landing fees and route charges
Catering
Handling charges and other operating costs
Aircraft maintenance costs
Commercial and distribution costs
Insurance
Rentals and maintenance of housing
Sub-contracting
Hired personnel
Other external expenses
Total external expenses
In Aircraft fuel expenses an amount of EUR 33 million positive (2012 EUR 75 million positive) is
included which was transferred from OCI to the consolidated statement of profit or loss.
23
2012 *
1,904
197
1
286
2
14
1,918
209
2
241
3
20
2,404
2,393
* After the impact on pension and early-retirement plan costs of revised IAS19 as per January 1, 2013. See
notes to the consolidated financial statements: Change in accounting policies
170
2012 *
264
22
220
21
286
241
* After the impact on pension and early-retirement plan costs of revised IAS19 as per January 1, 2013. See
notes to the consolidated financial statements: Change in accounting policies
2012 *
377
497
(582)
342
575
(706)
(40)
12
(2)
11
Total
264
220
* After the impact on pension and early-retirement plan costs of revised IAS19 as per January 1, 2013. See
notes to the consolidated financial statements: Change in accounting policies
In the financial year 2013 the defined benefit cost recognized in profit or loss for the
major defined benefit plans recognised in the statement of profit or loss amounted to
EUR 264 million (2012 EUR 220 million, under IAS19 revised) and the total contributions
paid
by
the
Group
amounted
to
(2012
The
contributions paid in the financial year 2013 include additional deficit funding in The
United Kingdom amounting to EUR 8 million (2012 EUR 5 million).
The Groups projected defined benefit plans and early retirement plan cost for 2014
amount to EUR 275 million. The Groups expected cash contributions for these plans
amount to EUR 401 million.
171
2012
Interest cost
Losses/(gains) arising from plan amendments and
curtailments
Total
2013
2012
10
3
12
3
1
-
4
1
Total
14
20
2013
2012
3,214
7,735
19,686
3,284
7,708
20,197
30,635
31,189
2013
Flight deck crew
Cabin crew
Ground staff
Total
24
As at December 31,
2012
3,220
7,387
19,628
3,241
7,270
19,901
30,235
30,412
2013
2012
23
416
68
19
430
68
507
517
Intangible assets
Flight equipment
Other property and equipment
Total depreciation and amortisation
172
25
The 2013 expenses showed a loss of EUR 51 million which mainly relates to book losses
related to the sale of Fokker 70 fleet (EUR 13 million) and phase out of passenger MD-11
fleet (EUR 6 million), an onerous lease provision on a full freighter (EUR 9 million), an
one-time 16% income tax levied in The Netherlands for salaries above EUR 150,000 in
2013 (EUR 12 million), an addition to the provision for the Cargo anti-trust investigations
(EUR 8 million) and several other items (EUR 3 million).
The 2012 expenses showed a loss of EUR 95 million which mainly relates to an onerous
lease provision on the full freighter fleet (EUR 50 million), book losses related to the
phase-out of passenger MD-11 fleet (EUR 17 million), an one-time 16% income tax
levied in The Netherlands for salaries above EUR 150,000 in 2012 (EUR 17 million) and
an addition to the provision for the still pending Cargo anti-trust investigations and
relating legal cost (EUR 11 million).
26
2012
62
50
45
74
53
30
157
157
30
29
30
29
127
128
2013
2012
(14)
82
24
68
24
173
The fair value gains recorded in the financial year mainly consist of the ineffective portion
of fuel and foreign currency exchange derivatives for EUR 31 million positive (2012
EUR 10 million negative), the change in value of derivative instruments no more
qualifying for hedge accounting for EUR 1 million positive (2012 EUR 1 million negative)
as well as the unrealised revaluation of other balance sheet items for EUR 50 million
positive (2012 EUR 35 million positive).
27
50
(2)
48
2012 *
(2)
(26)
(3)
(31)
* After the income tax impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial
statements: Change in accounting policies
The applicable average tax rate in The Netherlands for the financial year 2013 is 25%
(2012: 25%).
The average effective tax rate is reconciled to the applicable tax rate in The Netherlands
as follows:
in %
2013
2012 *
25.0
25.0
25.2
5.2
(4.8)
(0.2)
(3.3)
2.5
2.0
0.1
26.3
* After the income tax impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial
statements: Change in accounting policies
174
28
Share-based payments
Phantom shares
The movement in the number of phantom performance shares granted is as follows:
2013
2012
As at January 1
Granted
Forfeited
Exercised
573,646
88,828
(37,861)
(104,255)
465,497
159,497
(51,348)
As at December 31
520,358
573,646
As at December 31,
2012
53,900
81,073
119,218
116,136
150,031
68,451
77,515
131,085
150,591
146,004
-
520,358
573,646
The phantom shares generate an amount of cash, which is equal to the AIR FRANCE KLM
share price at the moment of selling of the shares. The number of vested phantom
shares depends on the following criteria: AIR FRANCE KLM total shareholders return
(30%), KLM Group Return on Capital Employed (40%) and AIR FRANCE KLM position in
the Dow Jones Sustainability Index (30%). The maximum number of phantom shares
that may be granted to an individual employee in any year is related to their job grade.
Subject to restrictions relating to the prevention of insider-trading, phantom shares may
be exercised at any time between the third and the fifth anniversary of the day of grant.
Phantom shares are forfeited when employees leave the Company.
Under the Long Term Incentive plan 2009, executive employees of KLM have received
(conditional and unconditional) phantom shares per July 1, 2009. The first tranche has
vested for 60% in July 2009. The second tranche has vested for 64% in July 2010. The
third tranche has vested for 113.4% in July 2011.
175
The 2009 phantom shares are now, insofar vested, unconditionally awarded and can be
exercised between July 1, 2012 and July 1, 2014. The 2009 plan has an intrinsic value of
EUR 0.4 million as at December 31, 2013.
Under the Long Term Incentive plan 2010, executive employees of KLM have received
(conditional and unconditional) phantom shares per July 1, 2010. The first tranche has
vested for 64% in July 2010. The second tranche has vested for 113.4% in July 2011.
The third tranche has vested for 36% in April 2012. The 2010 phantom shares are now,
insofar vested, unconditionally awarded and can be exercised between July 1, 2013 and
July 1, 2015. The 2010 plan has an intrinsic value of EUR 0.6 million as at December 31,
2013.
Under the Long Term Incentive plan 2011, executive employees of KLM have received
(conditional and unconditional) phantom shares per July 1, 2011. The first tranche has
vested for 113.4% in July 2011. The second tranche has vested for 36% in April 2012.
The third tranche has vested for 108% in April 2013. The 2011 phantom shares are now,
insofar vested, unconditionally awarded and can be exercised between July 1, 2014 and
July 1, 2016. The 2011 plan has an intrinsic value of EUR 0.7 million as at December 31,
2013.
Under the Long Term Incentive plan 2012, executive employees of KLM have received
(conditional and unconditional) phantom shares per April 1, 2012. The first tranche has
vested for 36% per April 2012. The second tranche has vested for 108% in April 2013.
The third tranche is still conditionally awarded.
Under the Long Term Incentive plan 2013, executive employees of KLM have received
(conditional and unconditional) phantom shares per April 1, 2013. The first tranche has
vested for 108% per April 2013 and the second and third tranche are still conditionally
awarded.
176
29
(Amounts in EUR)
K.J. Storm
J.F.H. Martre (until May 11, 2012)
I.P Asscher-Vonk
J.D.F.C. Blanchet
P. Calavia (as from May 11, 2012) *
H. Guillaume
R. Laan
J. Peyrelevade
A.J.M. Roobeek
H.N.J. Smits
Total
As Supervisory
Board
member
As
Committee
member
2012
As Supervisory
Board
member
Total
As
Committee
member
Total
42,500
26,500
34,500
26,500
26,500
26,500
26,500
26,500
2,000
2,000
2,000
3,000
2,000
4,000
44,500
28,500
34,500
28,500
29,500
26,500
28,500
30,500
42,500
14,375
26,500
31,167
26,500
26,500
26,500
26,500
26,500
6,000
6,000
2,000
9,000
2,000
4,000
48,500
14,375
32,500
31,167
28,500
35,500
26,500
28,500
30,500
236,000
15,000
251,000
247,042
29,000
276,042
*) Mr. Calavia, in his capacity of Chief Financial Officer of AIR FRANCE KLM, does not receive a remuneration as
Supervisory Board member of KLM
30
Base salary
(amounts in EUR)
P.F. Hartman (until July 1, 2013) *
C.M.P.S. Eurlings
P.J.Th. Elbers (as from May 11, 2012)
E.F. Varwijk
F.N.P.P. Gagey (until April 1, 2012)
Total
2013
2012
365,725
425,000
375,000
407,500
-
731,449
369,188
216,667
394,219
112,014
1,573,225
1,823,537
* Mr. Hartman stepped down as President and Chief Executive Officer, and therefore as Statutory Board
Member per July 1, 2013. The base salary for the second half of 2013 amounted to EUR 365,724. He formally
retired from KLM at December 31, 2013
177
In addition to the base salary, in 2012 the Dutch Government implemented a one-off
crisis wage tax of 16% for wages above EUR 150,000. In 2013 the Dutch government
extended this crisis wage tax for one year. For 2013 this crisis wage tax amounts to
EUR 386,644 (2012 EUR 210,528) for the Board of Managing Directors.
For details of the remuneration policy see the Remuneration Policy and Report in the
Board and Governance section.
(amounts in EUR)
2013
Short term
incentive plan
215,777
280,250
212,500
131,200
Targets
achieved
2012
Short term
incentive plan
Partially
Partially
Partially
Partially
Targets
achieved
497,385
160,000
86,667
150,000
839,727
Partially
Partially
Partially
894,052
* The short term incentive for Mr. Hartman for the second half of 2013 amounted to EUR 204,806
For a description of the short-term incentive plan, we refer to the Remuneration Policy
and Report in the Board and Governance Section.
Other allowances and benefits in kind
In addition to the base salary, the members of the Board of Managing Directors were
entitled to other allowances and benefits including a company car and customary plans
such as disability insurance, telephone cost and fixed monthly allowances for business
expenses not otherwise reimbursed. Following his resignation as Statutory Board
Member, Mr. Hartman forfeited some of these benefits, such as a company car.
Pension cost
Pension (amounts in EUR)
P.F. Hartman (until July 1, 2013) *
C.M.P.S. Eurlings
P.J.Th. Elbers (as from May 11, 2012)
E.F. Varwijk
Total
2013
2012
69,886
90,000
81,074
100,372
304,247
84,420
46,782
94,583
341,332
530,032
* The pension cost for Mr. Hartman for the second half of 2013 amounted to EUR 69,886
178
179
The current and former members of the Board of Managing Directors have the following
positions with respect to the phantom shares granted under the KLM long-term incentive
plan at December 31, 2013:
(Amounts in EUR)
Number of
phantom
shares
granted
Expiry date
Number of
phantom
shares
forfeited
Number of
phantom
shares
exercised
July 1, 2013
July 1, 2014
July 1, 2015
July 1, 2016
April 1, 2017
April 1, 2018
(2,524)
(2,087)
(2,886)
(1,423)
(1,871)
-
(7,476)
(7,913)
-
(10,791)
(15,389)
60,000
C.M.P.S. Eurlings
July, 2011
April, 2012
April, 2013
6,000
6,000
6,000
July 1, 2016
April 1, 2017
April 1, 2018
18,000
P.J.Th. Elbers (as from May 11, 2012)
July, 2008
1,500
July 1, 2013
July, 2009
1,500
July 1, 2014
July, 2010
4,500
July 1, 2015
July, 2011
4,500
July 1, 2016
April, 2012
4,500
April 1, 2017
April, 2013
6,000
April 1, 2018
22,500
E.F. Varwijk
July, 2008
July, 2009
July, 2010
July, 2011
April, 2012
April, 2013
4,500
4,500
4,500
6,000
6,000
6,000
July 1, 2013
July 1, 2014
July 1, 2015
July 1, 2016
April 1, 2017
April 1, 2018
31,500
F.N.P.P. Gagey (until April 1, 2012)
July, 2008
7,500
July, 2009
7,500
July, 2010
7,500
July, 2011
7,500
Total
July
July
July
July
1,
1,
1,
1,
2013
2014
2015
2016
Average
share price
at exercise
7.83
8.22
Total
Number of
outstanding
phantom
Number of
as at
shares
phantom December 31,
2013
conditional shares vested
3,333
6,666
7,476
7,913
7,114
8,577
4,796
3,597
7,114
8,577
8,129
10,000
9,999
39,473
33,820
(854)
(1,122)
-
2,000
4,000
5,146
2,878
2,158
5,146
4,878
6,000
(1,976)
6,000
10,182
16,024
1,500
4,000
1,120
1,187
3,201
3,860
2,159
2,158
1,187
3,201
3,860
3,659
6,000
5,500
13,685
17,907
2,000
4,000
3,360
3,561
3,201
5,146
2,878
2,158
3,561
3,201
5,146
4,878
6,000
6,000
20,304
22,786
5,600
5,935
5,335
6,433
5,935
5,335
6,433
23,303
17,703
27,499
106,947
108,240
(380)
(313)
(1,299)
(640)
(841)
-
(1,120)
-
(3,473)
(1,120)
(1,140)
(939)
(1,299)
(854)
(1,122)
-
(3,360)
-
(5,354)
(3,360)
(1,900)
(1,565)
(2,165)
(1,067)
(5,600)
-
30,000
(6,697)
(5,600)
162,000
(28,291)
(25,469)
3.73
7.72
7.68
As at December 31, 2013 Mr. Hartman held 12,960 shares AIR FRANCE KLM S.A.
Mr. Eurlings, Mr. Elbers and Mr. Varwijk had no interest in AIR FRANCE KLM S.A.
180
31
The Group has interests in various associates in which it has either significant influence in
but not control or joint control over operating and financial policy. Transactions with
these parties, some of which are significant, are negotiated at commercial conditions and
prices, which are not more favourable than those which would have been negotiated with
third parties on an arm's length basis. In addition dividends have been received from
those interests (see note 3). The following transactions were carried out with related
parties:
2013
2012
123
9
4
139
6
4
169
3
12
212
13
For details of the year-end balances of amounts due to and from related parties see notes
7 and 18. For the AIR FRANCE KLM loans see note 11. Other than AIR FRANCE KLM S.A.,
no loans were granted to or received from related parties during 2013 and 2012.
For information relating to transactions with members of the Supervisory Board and
Board of Managing Directors see note 28 to 30. For information relating to transactions
with pension funds for the Groups employees see note 16.
181
32
2012 *
Revenues
Revenues External
Revenues Internal
Total revenue
Income from current operations
Passenger
6,631
800
7,431
130
Cargo
1,664
15
1,679
(78)
Maintenance
455
652
1,107
26
Leisure
681
681
(2)
Other
Eliminations
42
172
214
5
Total
(1,639)
(1,639)
-
9,473
9,473
81
(11)
(104)
10
(105)
31
(98)
(397)
(28)
(46)
(22)
(24)
(77)
(21)
(25)
147
(517)
24
Assets
Intangible assets
Flight equipment
Other property, plant and
equipment
Trade receivables
Other assets
Total assets
68
2,584
1
393
28
337
4
281
117
(3)
218
3,592
110
309
1,019
4,090
45
230
(233)
436
203
12
262
842
7
13
436
741
225
(17)
3,407
3,729
590
547
4,891
9,838
Liabilities
Deferred revenues on sales
Other liabilities
Total liabilities
947
3,668
4,615
3
585
588
41
117
158
61
528
589
2,387
2,387
1,052
7,285
8,337
After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements: Change
in accounting policies
2013
Revenues
Revenues External
Revenues Internal
Total revenue
Income from current operations
Passenger
6,869
765
7,634
357
Cargo
1,537
17
1,554
(68)
Maintenance
518
691
1,209
29
Leisure
724
1
725
(18)
Other
Eliminations
40
179
219
1
(1,653)
(1,653)
Total
9,688
9,688
301
(10)
(59)
(2)
(49)
(48)
133
(382)
(29)
(47)
(20)
(35)
(32)
(24)
(25)
(507)
151
68
122
21
254
3,435
Assets
Intangible assets
Flight equipment
Other property, plant and
equipment
Trade receivables
Other assets
Total assets
81
2,439
6
370
38
333
7
272
95
327
609
3,551
43
210
(34)
595
210
8
258
847
7
14
262
562
209
(34)
3,736
4,054
564
525
4,831
9,609
Liabilities
Deferred revenues on sales
Other liabilities
Total liabilities
956
3,085
4,041
12
450
462
41
85
126
65
462
527
2,842
2,842
1,074
6,924
7,998
182
33
Revenues by
destination
2013
Scheduled passenger
Other passenger
revenues
Total passenger
revenues
Europe,
North
Africa
Caribbean,
Indian
Ocean
Africa,
Middle Americas
East Polynesia
Asia, New
Caledonia
Total
1,980
278
914
1,865
1,532
6,569
90
13
44
83
70
300
2,070
291
958
1,948
1,602
6,869
Scheduled cargo
Other cargo revenues
14
1
17
1
290
17
607
35
525
30
1,453
84
15
18
307
642
555
1,537
Maintenance
Other revenues
Total maintenance
and other
Total revenues by
destination
Revenues by
destination
2012
Scheduled passenger
Other passenger
revenues
Total passenger
revenues
518
764
518
764
1,282
1,282
3,367
309
1,265
2,590
2,157
9,688
Europe,
North
Africa
Caribbean,
Indian
Ocean
Africa,
Middle Americas
East Polynesia
Asia, New
Caledonia
Total
1,889
273
913
1,755
1,529
6,359
84
46
70
64
272
1,973
281
959
1,825
1,593
6,631
Scheduled cargo
Other cargo revenues
15
1
18
1
363
15
687
29
514
21
1,597
67
16
19
378
716
535
1,664
Maintenance
Other revenues
Total maintenance
and other
Total revenues by
destination
455
723
455
723
1,178
1,178
3,167
300
1,337
2,541
2,128
9,473
Geographical analysis of assets: the major revenue-earning asset of the Group is the
fleet, the majority of which are registered in The Netherlands. Since the Groups fleet is
employed flexibly across its worldwide route network, there is no suitable basis of
allocating such assets and related liabilities to geographical segments.
183
34
Subsidiaries
The following is a list of the Companys significant subsidiaries as at December 31, 2013:
Country of
incorporation
Ownership
interest in %
Proportion of
voting power
held in %
The Netherlands
The Netherlands
The Netherlands
United Kingdom
United Kingdom
100
100
100
100
100
100
100
100
100
100
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
United Kingdom
100
100
100
100
100
100
100
60
100
100
100
100
100
100
100
60
Name
184
185
Note
December 31,
2013
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investments accounted for using the equity method
Other non-current assets
Other financial assets
Pension assets
Current assets
Other current assets
Other financial assets
Inventories
Trade and other receivables
Cash and cash equivalents
35
36
4
37
16
4
37
38
39
TOTAL ASSETS
EQUITY
Capital and reserves
Share capital
Share premium
Other reserves
Retained earnings
Total attributable to Company's equity holders
40
40
December 31,
2012
Restated *
January 1,
2012
Restated *
3,203
241
490
108
284
2,454
6,780
3,327
209
509
87
273
2,477
6,882
3,487
173
504
93
244
2,336
6,837
121
246
176
987
930
2,460
80
54
178
972
1,179
2,463
165
84
207
916
1,019
2,391
9,240
9,345
9,228
94
474
(736)
1,776
1,608
94
474
(735)
1,666
1,499
94
474
(597)
1,797
1,768
LIABILITIES
Non-current liabilities
Loans from parent company
Loans from subsidiaries
Finance lease obligations
Other non-current liabilities
Other financial liabilities
Deferred income
Deferred income tax liabilities
Provisions
41
42
43
4
44
45
46
47
491
218
1,328
164
994
138
163
495
3,991
476
265
1,400
205
1,320
162
148
488
4,464
386
220
1,335
115
1,358
192
208
415
4,229
Current liabilities
Trade and other payables
Loans from parent company
Loans from subsidiaries
Finance lease obligations
Other current liabilities
Other financial liabilities
Deferred income
Provisions
48
41
42
43
4
44
45
47
2,122
33
218
68
329
817
54
3,641
2,084
60
33
200
44
138
772
51
3,382
1,807
150
48
243
64
226
640
53
3,231
Total liabilities
7,632
7,846
7,460
9,240
9,345
9,228
The accompanying notes are an integral part of these Company financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
186
2012
Restated *
15
117
21
(121)
132
(100)
The accompanying notes are an integral part of these Company financial statements
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
187
188
35
Ow ned
aircraft
Leased
aircraft
Oth er flight
equ ipm ent
1,06 1
2,292
1,267
4,6 20
5 76
502
101
99
132
231
74
Total
Other property
an d equipment
Total
Prepayments
Total
Historical cost
As at Jan. 1, 2012
Additions
Disposals
(102)
(30)
(285)
54
241
(71)
224
96 2
2,530
1,298
4,7 90
5 81
483
100
1,164
66 0
639
588
1,8 87
1 90
399
55
80
118
135
333
27
20
(27)
(3)
Other movements
Depreciation
Disposals
Other movements
As at Dec. 31, 2 012
(153)
1,179
(104)
(78)
(182)
81
(19)
(1)
(15)
219
(132)
6,0 18
305
(285)
77
161
6,1 15
644
2,5 31
55
388
(30)
(212)
81
78
104
(101)
71 4
783
622
2,1 19
2 17
392
60
669
2,7 88
40 1
1,653
679
2,7 33
3 86
103
46
535
219
3,4 87
24 8
1,747
676
2,6 71
3 64
91
40
495
161
3,3 27
Flight equipment
Ow ned
aircraft
Leased
aircraft
Oth er flight
equ ipm ent
Total
Other property
an d equipment
Total
Prepayments
Total
Historical cost
As at Jan. 1, 2013
Additions
Disposals
Other movements
96 2
(384)
226
2,530
1,298
4,7 90
140
27
167
(92)
5 81
483
100
(132)
(516)
(8)
(41)
155
289
61
1,164
-
(6)
(39)
199
(55)
30
80 4
2,578
1,348
4,7 30
6 34
450
55
1,139
71 4
783
622
2,1 19
2 17
392
60
58
126
135
319
29
20
(109)
(384)
(45)
(1)
(1)
(29)
Depreciation
Disposals
Other movements
As at Dec. 31, 2 013
(275)
112
60 9
(28)
(8)
161
(180)
6,1 15
366
(571)
139
180
6,0 49
669
2,7 88
54
373
(54)
(438)
123
33
117
36
881
681
2,1 71
2 74
366
35
675
2,8 46
24 8
1,747
676
2,6 71
3 64
91
40
495
161
3,3 27
19 5
1,697
667
2,5 59
3 60
84
20
464
180
3,2 03
189
The assets include assets which are held as security for mortgages and loans as follows:
2013
Aircraft
Land and buildings
Other property and equipment
Carrying amount
As at December 31,
2012
72
153
41
91
163
47
266
301
Borrowing cost capitalised during the year amounted to EUR 3 million (2012
EUR 7 million). The interest rate used to determine the amount of borrowing cost to be
capitalised was 4.0% (2012: 4.0%).
Land and buildings include buildings located on land which has been leased on a longterm basis. The book value of these buildings as at December 31, 2013 was
EUR 258 million (December 31, 2012 EUR 277 million).
36
Subsidiaries
Associates
Jointly controlled entities
Carrying amount
As at December 31,
2012 *
385
82
23
396
90
23
490
509
2013
2012 *
396
521
Subsidiaries
Carrying amount as at January 1
Movements
Investments
Share of profit/(loss) after taxation
OCI movement
Dividends received
Foreign currency translation differences
Other movements
27
1
(39)
1
(1)
30
(145)
(3)
1
(8)
Net movement
Carrying amount as at December 31
(11)
385
(125)
396
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
190
For details of the Groups investments in subsidiaries see note 34 to the consolidated
financial statements. For details of the Groups investments in associates and jointly
controlled entities see note 3 to the consolidated financial statements.
37
Held-to-maturity investments
Triple A bonds and long-term deposits
Loans and receivables
Other loans and receivables
At fair value through profit or loss
Restricted deposit EU Cargo Claim
Other restricted deposits
AIR FRANCE KLM S.A. shares
Non-current
Current
Non-current
12
144
110
132
155
174
52
-
42
-
226
42
Carrying amount
246
284
54
273
38
As at December 31,
2012
Trade receivables
Provision trade receivables
Trade receivables - net
499
(18)
481
451
(11)
440
215
102
2
77
24
24
62
238
103
3
88
22
28
50
987
972
Total
Maintenance contract cost incurred to date (less recognised losses) for contracts in
progress at December 31, 2013 amounted to EUR 94 million (December 31, 2012
EUR 78 million).
Advances
received
for
maintenance
contracts
in
progress
at
December 31, 2013 amounted to EUR 4 million (December 31, 2012 EUR 6 million). The
maturity of trade and other receivables is within one year.
191
39
As at December 31,
2012
39
891
122
1,057
930
1,179
In 2013 a cash amount of EUR 132 million has been added to the restricted deposit for
the EU anti-trust investigations (see note 37 Other financial assets).
The effective interest rates on short-term deposits are in the range from 0.02% to 3.80%
(2012 range 0.02% to 3.00%). The major part of short-term deposits is invested in
money market instruments or in liquid funds with daily access to cash.
40
For details of the Companys share capital and movements on other reserves see note 9
and 10 to the consolidated financial statements. For details of the Companys equity see
the consolidated statement of changes in equity.
The Company has other reserves relating to hedging, remeasurement of defined benefit
plans (IAS19 revised as per January 1, 2013), translation and other legal reserves.
Reference is made to note 10.
41
As at December 31,
2012
Non-current portion
Current portion
491
-
476
60
Carrying amount
491
536
For the non current loans with AIR FRANCE KLM amounting to EUR 491 million reference
is made to note 11. For the guarantees from KLM to AIR FRANCE KLM reference is made
to note 20.
192
42
As at December 31,
2012
Non-current portion
Current portion
218
33
265
33
Carrying amount
251
298
43
As at December 31,
2012
Non-current portion
Current portion
1,328
218
1,400
200
Carrying amount
1,546
1,600
44
45
329
18
14
553
409
138
18
14
603
685
329
994
138
1,320
Deferred income
December 31, 2013
Current Non-current
653
2
106
56
817
(7)
139
6
138
154
8
772
162
193
46
2013
2012 *
148
208
38
(6)
(17)
(38)
(42)
20
15
163
(60)
148
* After the deferred income tax impact of revised IAS19 as per January 1, 2013. See notes to the consolidated
financial statements: Change in accounting policies
Deferred income tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the deferred
income taxes relate to the same fiscal authority.
The offset amounts are as follows:
2013
Deferred tax assets:
Deferred tax assets to be settled in 12 months or less
Deferred tax assets to be settled after 12 months
As at December 31,
2012 *
39
486
14
499
525
513
7
681
7
654
688
163
661
148
* After the deferred income tax impact of revised IAS19 as per January 1, 2013. See notes to the consolidated
financial statements: Change in accounting policies
The movement in deferred tax assets and liabilities, without taking into consideration the
offsetting of balances within the same tax jurisdiction, are as follows:
194
Carrying
amount as at
January 1
Income
statement Tax charged/
(charge) (credited) to
/credit
equity
Other
movements
Carrying
amount as at
December 31
327
8
4
14
3
1
40
107
(11)
(1)
(1)
(1)
23
-
397
93
23
Carrying
amount as at
January 1
Income
statement Tax charged/
(charge) (credited) to
/credit
equity
434
(3)
3
14
2
24
39
513
Other
movements
Carrying
amount as at
December 31
434
(3)
3
14
2
24
39
513
Carrying
amount as at
January 1
(5)
3
(1)
(1)
5
(14)
-
25
-
454
2
14
1
10
44
(14)
25
525
Income
statement Tax charged/
(charge)
(credited)
/ credit
to equity
Other
movements
Carrying
amount as at
December 31
8
572
6
19
605
Carrying
amount as at
January 1
(4)
62
(2)
(1)
55
(19)
-
20
4
615
4
38
(19)
20
661
Income
statement Tax charged/
(charge)
(credited)
/ credit
to equity
Other
movements
Carrying
amount as at
December 31
4
615
4
38
(2)
44
(2)
(1)
(20)
-
661
39
(20)
2
647
2
37
688
195
47
Provisions
Phasing-out
costs of
operating
lease aircraft
As at January 1, 2013 *
Additional provisions and increases in
existing provisions
Unused amounts reversed
Used during year
Other changes
As at December 31, 2013
Current/non-current portion
Non-current portion
Current portion
As at December 31, 2013
Employee
Benefit
163
87
(47)
9
222
24
(21)
(36)
Legal Issues
Other
147
11
(15)
-
212
189
143
212
-
144
45
139
4
212
189
143
Total
539
6
(6)
(2)
-
128
(6)
(85)
(27)
549
495
54
549
* After the impact of revised IAS19 as per January 1, 2013. See notes to the consolidated financial statements:
Change in accounting policies
48
Trade payables
Amounts due to subsidiaries
Amounts due to AIR FRANCE KLM Group companies
Taxes and social security premiums
Employee related liabilities
Accrued liabilities
Other payables
Total
As at December 31,
2012
860
619
117
249
186
44
47
611
602
117
109
191
41
413
2,122
2,084
196
Other notes
For information relating to contingency assets and liabilities, including guarantees, see
note 20.
For information relating to share-based payments, Supervisory Board and Board of
Managing Directors remuneration see note 28 to 30.
Amstelveen, March 24, 2014
The Board of Managing Directors
Kees J. Storm
Irene P. Asscher-Vonk
Jean-Didier F.C. Blanchet
Philippe Calavia
Henri Guillaume
Remmert Laan
Jean Peyrelevade
Annemieke J.M. Roobeek
Hans N.J. Smits
197
Other Information
198
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. This requires that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the
auditors
consider
internal
control
relevant
to
the
entity's
preparation
and
fair
presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion with respect to the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of KLM Royal Dutch Airlines as at December 31, 2013, and of its result
and its cash flows for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the
Dutch Civil Code.
Opinion with respect to the company financial statements
In our opinion, the company financial statements give a true and fair view of the financial
position of KLM Royal Dutch Airlines as at December 31, 2013, and of its result for the
year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
199
D.A. Sonneveldt RA
200
Out of the profit established in the adopted financial statements, an amount may
first be set aside by the meeting of priority shareholders in order to establish or
increase reserves. The meeting of priority shareholders shall only do so after
consultation of the Board of Managing Directors and the Supervisory Board.
2.
So far as possible and permitted by applicable statute, the remainder of the profit
shall be distributed as follows:
(a)
the holders of priority shares shall receive first the statutory interest
percentage prevailing on the last day of financial year concerned, with a
maximum of five per cent (5%) of the paid up amount per priority share; if
and to the extent that the profit is not sufficient to make the full
aforementioned distribution on the priority shares, in subsequent years a
distribution to the holders of priority shares shall first be made to recompense
this shortfall entirely before the following paragraph may be given effect;
(b)
next the holders of cumulative preference shares-A shall receive six per cent
(6%) of the par value of their cumulative preference shares-A or - in the case
of not fully paid-up shares - of the obligatory amount paid thereon; in the
event and to the extent the profit is not sufficient to fully make the
aforementioned distribution on the cumulative preference shares-A, the
deficiency shall, to the extent possible and permitted by applicable statute, be
distributed out of the freely distributable reserves with the exception of the
share
premium
reserves;
in
the
event
and
to
the
extent
that
the
next the holders of preference shares-B shall receive five per cent (5%) of the
par value of their preference shares-B or - in the case of not fully paid-up
shares - of the amount obligatorily paid thereon;
201
(d)
next the holders of preference shares-B shall receive one half per cent (%)
of the par value of their shares or - in the case of not fully paid-up shares - of
the amount obligatorily paid thereon for each per cent of the ratio (expressed
as a percentage) of the profit to the operating revenues mentioned in the
adopted consolidated profit and loss account, with the understanding that this
dividend percentage shall not be in excess of five per cent (5%) of the
nominal amount of the issued common shares;
(e)
(f)
government loans mentioned under the letter (e) of this paragraph shall be
deemed to mean the government loans to the debit of the State of The
Netherlands with a (remaining) life of seven to eight years. If the effective
yield on these government loans has not been published in the Officile
Prijscourant of Euronext Amsterdam N.V., as the time of the calculation of the
dividend percentage, then the government loans referred to under the letter
(e) shall be deemed to be the government loans to the debit of the State of
The Netherlands with a (remaining) life which is as close as possible to a
(remaining) life of seven to eight years, the effective yield of which has been
published in the Officile Prijscourant of Euronext Amsterdam N.V. at the time
of the calculation of the dividend percentage as stated above, on the proviso
that the maximum (remaining) life is eight years;
(g)
every
subsequent
eight
years,
the
dividend
percentage
of
202
if and to the extent that profits are not sufficient to make full payment of the
dividend on the cumulative preference shares-C referred to in this paragraph,
the shortfall will be paid and charged to the reserves, to the extent that such
action is not contrary to the provisions of Article 105, paragraph 2 of Book 2
of the Dutch Civil Code. If and to the extent that the payment referred to in
this paragraph cannot be charged to the reserves, then a payment will be
made from the profits to the holders of cumulative preference shares-C such
that the shortfall is fully paid up before the provisions stated in the following
letters of the paragraph are applied. For the application of the provisions
stated under this present letter (h), the holders of the various series of
cumulative preference shares-C shall receive equal treatment. No further
payment shall be made on the cumulative preference shares-C than those
determined in this Article, in Article 11 paragraph 6 and in Article 42; interim
payments made in accordance with the provisions of paragraph 4 of this
Article for a financial year will be deducted from the payments made pursuant
to this paragraph;
(i)
if, in the financial year for which the payment referred to above takes place,
the amount paid in on the cumulative preference shares-C of a certain series
has been reduced, the payment will be reduced by an amount equal to the
aforementioned percentage of the amount of the reduction calculated from the
time of the reduction;
203
(j)
if the profits over a financial year have been established and in that financial
year one or more cumulative preference shares-C have been withdrawn with
repayment, then those who were listed in the registry referred to in Article 9
as holders of those cumulative preference shares-C at the time of such
withdrawal shall have an inalienable right to payment of profits as described
hereinafter. The profits which are to be paid (if possible) to such a holder of
cumulative preference shares-C shall be equal to the amount of the payment
to which such a holder would be entitled to the grounds of the provisions of
this paragraph if, at the time at which profits were determined, he were still a
holder of the aforementioned cumulative preference shares-C calculated in
proportion to the duration of the period during which he was a holder of those
cumulative preference shares-C in said financial year, from which payment
shall be deducted the amount of the payment which was made pursuant to
the provisions of Article 32;
(k)
(l)
3.
4.
As far as possible and subject to the approval of the Supervisory Board, the
meeting of priority shareholders may resolve to distribute one or more interim
dividends against the expected dividend, provided that an interim statement of
assets and liabilities demonstrates that the Company meets the requirements of
Article 105, paragraph 2 Book 2 of the Dutch Civil Code. This interim statement of
assets and liabilities shall be drawn up, signed and made public according to the
specifications contained in paragraph 4 of the statutory provision mentioned above.
204
5.
6.
7.
No other distributions than the distributions provided for in this Article and in Article
42 are made on the priority shares and preference shares.
205
EUR
125,280,957
Dividend distributions
Priority shareholders 2012
794
794
7,021,455
EUR
7,023,043
EUR
132,304,000
Interest expenses
A cumulative preference shareholder 2012 (6%)
1,057,500
1,057,500
542,949
542,949
EUR
3,200,898
206
207
Miscellaneous
Five-Year Review
2012 **
restated
2011
2010/11
2009/10
6,869
1,537
1,282
6,631
1,664
1,178
4,675
1,271
1,039
5,702
1,695
1,254
4,873
1,278
1,318
9,688
(9,387)
9,473
(9,392)
6,985
(6,710)
8,651
(8,268)
7,469
(7,754)
301
(59)
(51)
191
(48)
81
(104)
(95)
(118)
31
275
(207)
(3)
65
(22)
383
(159)
(78)
146
(1)
(285)
(114)
(91)
(490)
114
143
(10)
(87)
(11)
43
5
145
2
(376)
(7)
133
(98)
48
147
(383)
2013
2,418
7,191
2,484
7,354
2,400
8,217
3,157
8,067
2,780
8,019
Total assets
9,609
9,838
10,617
11,224
10,799
Current liabilities
Non-current liabilities
Group equity
3,443
4,555
1,611
3,274
5,063
1,501
3,142
4,917
2,558
3,507
5,034
2,683
3,449
5,110
2,240
Total liabilities
9,609
9,838
10,617
11,224
10,799
**
208
Five-Year Review
(in millions of EUR, unless stated otherwise)
2013
2012 ***
restated
8.5
1.4
2.82
640
(363)
157
0.15
(6.0)
(1.0)
(2.14)
(98)
(353)
186
-
2011
**
2010/11
2009/10
1.8
0.7
1.01
458
(311)
119
-
6.0
1.7
3.14
686
(434)
109
0.10
(17.6)
(5.1)
(8.18)
163
(481)
118
-
26,505
4,130
30,635
1,870
32,505
26,915
4,274
31,189
1,661
32,850
27,426
4,371
31,797
2,121
33,918
27,166
4,550
31,716
1,726
33,442
28,003
4,574
32,577
1,455
34,032
89,039
3,688
85.8
66.1
26,581
480
3,350
86,281
3,651
85.7
66.4
25,775
474
3,347
63,823
2,875
85.8
68.6
19,888
375
3,237
76,974
3,738
83.6
72.9
23,104
491
3,332
74,129
4,134
82.2
71.2
22,446
540
3,300
103,793
5,576
409
612
100,727
5,497
403
607
74,429
4,192
305
460
92,064
5,128
374
560
90,168
5,802
388
585
7.4
24.7
7.4
26.0
7.1
25.1
7.1
24.9
6.3
19.3
20,944
2,719
23,663
21,190
2,745
23,935
21,337
2,762
24,099
21,004
2,698
23,702
21,340
2,756
24,096
*
*
*
*
**
***
in millions
relates to nine months period April 1 - December 31, 2011
After the impact of revised IAS19 as per January 1, 2013
209
Total
Revenue
Ton
Freight
Kilometers
Available
Ton
Freight
Kilometers
(ATFK).
Capital employed
assets,
equity
method
number
of
ordinary
shares
The
sum
of
current
and
non-current
paper
and
held-to-maturity
financial assets.
210
The
sum
of
income
from
operating
equity
after deduction
of
the
priority shares.
211
Changes in the cost of fuel or the exchange rate of the Euro to the U.S. dollar and
other currencies;
212
The effects of terrorist attacks, the possibility or fear of such attacks and the threat or
outbreak of epidemics, hostilities or war, including the adverse impact on general
economic conditions, demand for travel, the cost of security and the cost and
availability of aviation insurance coverage and war risk coverage;
Developments in any of these areas, as well as other risks and uncertainties detailed
from time to time in the documents we file with or furnish to relevant agencies, could
cause actual outcomes and results to differ materially from those that have been or
may be projected by or on behalf of us. We caution that the foregoing list of
important factors is not exhaustive. Additional information regarding the factors and
events that could cause differences between forward-looking statements and actual
results in the future is contained our filings. We do not undertake any obligation to
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
213