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Air France-KLM Group



CONSOLIDATED FINANCIAL STATEMENTS

 

Prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Commission for use in the European Union

 

 

 

 

 

 

 

 

January 1, 2016 – December 31, 2016

 

 

 

 

   112/10/2017

Air France-KLM Group

 

CONSOLIDATED INCOME STATEMENT

 

 

 

 

 

 

 

In € millions

 

 

 

Period from January 1 to December 31

Notes

2016

2015

 

 

 

Restated(*)

 

 

 

 

Sales

6

24,844

25,689

Other revenues

 

2

2

Revenues

 

24,846

25,691

External expenses

7

-14,263

-15,768

Salaries and related costs

8

-7,474

-7,464

Taxes other than income taxes

 

-164

-155

Other income and expenses

10

842

1,110

EBITDAR (**)

 

3,787

3,414

Aircraft operating lease costs

 

-1,073

-1,027

EBITDA (**)

 

2,714

2,387

Amortization, depreciation and provisions

9

-1,665

-1,607

Income from current operations

 

1,049

780

Sales of aircraft equipment

 

21

-5

Other non-current income and expenses

11

46

305

Income from operating activities

 

1,116

1,080

Cost of financial debt

12

-309

-372

Income from cash and cash equivalents

 

49

62

Net cost of financial debt

 

-260

-310

Other financial income and expenses

12

-33

-604

Income before tax

 

823

166

Income taxes

13

-294

-30

Net income of consolidated companies

 

529

136

Share of profits (losses) of associates

22

-7

-35

Net income from continuing operations

 

522

101

Net income from discontinued operations

14

270

26

Net income for the period

 

792

127

Non-controlling interests

 

0

9

Net income - Group part

 

792

118

 

 

 

 

Earnings per share – Equity holders of Air France-KLM (in euros)

 

 

 

             - basic

16

2.59

0.34

             - diluted

 

2.25

0.34

Net income from continuing operations - Equity holders of Air France-KLM (in euros)

 

 

 

             - basic

16

1.68

0.25

             - diluted

 

1.48

0.25

Net income from discontinued operations - Equity holders of Air France-KLM (in euros)

 

 

 

             - basic

16

0.91

0.09

             - diluted

 

0.77

0.09

The accompanying notes are an integral part of these consolidated financial statements.

(*)See note 2 in notes to the consolidated financial statements.

 

 

 

(**)See note 4.9 in notes to the consolidated financial statements.

 

 

 

 

CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSES

 

 

 

 

 

 

 

 

In € millions

 

 

 

Period from January 1 to December 31

Notes

2016

2015

 

 

 

 

 

 

 

 

Net income for the period

 

792

127

 

 

 

 

Fair value adjustment on available-for-sale securities

 

 

 

Change in fair value recognized directly in other comprehensive income

 

32

11

Change in fair value transferred to profit or loss

 

-133

-221

 

 

 

 

 

 

-

-

Cash flow hedges

 

 

 

Effective portion of changes in fair value hedge recognized directly in other comprehensive income

 

429

-955

 

Change in fair value transferred to profit or loss

 

731

1,216

 

 

 

 

Currency translation adjustment

 

8

8

 

 

 

 

Deferred tax on items of comprehensive income that will be reclassified to profit or loss

13.2

-352

-48

 

 

 

 

 

 

 

 

Total of other comprehensive income that will be reclassified to profit or loss

 

715

11

 

 

 

 

Remeasurements of defined benefit pension plans

 

-547

498

 

 

 

 

Deferred tax on items of comprehensive income that will not be reclassified to profit or loss

13.2

114

-295

 

 

 

 

Total of other comprehensive income that will not be reclassified to profit or loss

 

-433

203

Total of other comprehensive income, after tax

 

282

214

 

 

 

 

Recognized income and expenses

 

1,074

341

- Equity holders of Air France-KLM

 

1,073

330

- Non-controlling interests

 

1

11

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

Assets

 

December 31,

December 31,

In € millions

Notes

2016

2015

 

 

 

 

 

 

 

 

Goodwill

17

218

247

Intangible assets

18

1,066

1,018

Flight equipment

20

9,119

8,743

Other property, plant and equipment

20

1,480

1,670

Investments in equity associates

22

292

118

Pension assets

23

1,462

1,773

Other financial assets

24

1,064

1,224

Deferred tax assets

13.4

176

702

Other non-current assets

27

448

295

 

 

 

 

Total non-current assets

 

15,325

15,790

 

 

 

 

Assets held for sale

15

0

4

Other short-term financial assets

24

130

967

Inventories

25

566

532

Trade receivables

26

1,868

1,800

Other current assets

27

1,105

1,138

Cash and cash equivalents

28

3,938

3,104

 

 

 

 

Total current assets

 

7,607

7,545

 

 

 

 

Total assets

 

22,932

23,335

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

Liabilities and equity

 

December 31,

December 31,

In € millions

Notes

2016

2015

 

 

 

 

 

 

 

 

Issued capital

29.1

300

300

Additional paid-in capital

29.2

2971

2971

Treasury shares

29.3

-67

-85

Perpetual

29.4

600

600

Reserves and retained earnings

29.5

-2520

-3561

 

 

 

 

Equity attributable to equity holders of Air France-KLM

 

1284

225

 

 

 

 

Non-controlling interests

 

12

48

 

 

 

 

Total equity

 

1296

273

 

 

 

 

Pension provisions

31

2119

1995

Other provisions

32

1673

1513

Long-term debt

33

7431

7060

Deferred tax liabilities

13.4

-12

11

Other non-current liabilities

35

284

484

 

 

 

 

Total non-current liabilities

 

11495

11063

 

 

 

 

Liabilities relating to assets held for sale

15

0

0

Other provisions

32

654

742

Current portion of long-term debt

33

1021

2017

Trade payables

 

2359

2395

Deferred revenue on ticket sales

 

2517

2515

Frequent flyer programs

 

810

760

Other current liabilities

35

2775

3567

Bank overdrafts

28

5

3

 

 

 

 

Total current liabilities

 

10141

11999

Total liabilities

 

21636

23062

 

 

 

 

Total equity and liabilities

 

22932

23335

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Number of shares

Issued capital

Additional paid-in capital

Treasury shares

Perpetual

Reserves and retained earnings

Equity attributable to holders of Air France-KLM

Non-controlling interests

Total equity

 

December 31, 2014 - Restated (*)

300,219,278

300

2,971

-86

-

-3,877

-692

39

-653

Fair value adjustment on available for sale securities

-

-

-

-

-

-138

-138

-

-138

Gain / (loss) on cash flow hedges

-

-

-

-

-

179

179

-

179

Gain /(loss) on fair value hedges

-

-

-

-

-

-38

-38

-

-38

Remeasurements of defined benefit pension plans

-

-

-

-

-

201

201

2

203

Currency translation adjustment

-

-

-

-

-

8

8

-

8

Other comprehensive income

-

-

-

-

-

212

212

2

214

Net result for the period

-

-

-

-

-

118

118

9

127

Total of income and expenses recognized

-

-

-

-

-

330

330

11

341

Treasury shares

-

-

-

1

-

-

1

-

1

Dividends paid and coupons on perpetual

-

-

-

-

-

-12

-12

-5

-17

Change in scope

-

-

-

-

-

-2

-2

3

1

Perpetual

-

-

-

-

600

-

600

-

600

31-Dec-15

300,219,278

300

2,971

-85

600

-3,561

225

48

273

 

Number of shares

Issued capital

Additional paid-in capital

Treasury shares

Perpetual

Reserves and retained earnings

Equity attributable to holders of Air France-KLM

Non-controlling interests

Total equity

 

31-Dec-15

300,219,278

300

2,971

-85

600

-3,561

225

48

273

Fair value adjustment on available for sale securities

-

-

-

-

-

-126

-126

-

-126

Gain / (loss) on cash flow hedges

-

-

-

-

-

833

833

-

833

Remeasurements of defined benefit pension plans

-

-

-

-

-

-434

-434

1

-433

Currency translation adjustment

-

-

-

-

-

8

8

-

8

Other comprehensive income

-

-

-

-

-

281

281

1

282

Net result for the period

-

-

-

-

-

792

792

-

792

Total of income and expenses recognized

-

-

-

-

-

1,073

1,073

1

1,074

Dividends paid and coupons on perpetual

-

-

-

-

-

-25

-25

-1

-26

Change in scope

-

-

-

-

-

-7

-7

-36

-43

Treasury shares

-

-

-

18

-

-

18

-

18

31-Dec-16

300,219,278

300

2,971

-67

600

-2,520

1,284

12

1,296

The accompanying notes are an integral part of these consolidated financial statements.

(*) Modification in the conversion method for provisions in foreign currencies.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

Period from January 1 to December 31

Notes

2016

2015

In € millions

 

 

Restated(*)

Net income from continuing operations

 

522

101

Net income from discontinued operations

14

270

26

Amortization, depreciation and operating provisions

9

1,665

1,632

Financial provisions

12

5

59

Loss (gain) on disposals of tangible and intangible assets

11

-86

-224

Loss (gain)on disposals of subsidiaries and associates

11

-312

-224

Derivatives – non monetary result

 

-179

91

Unrealized foreign exchange gains and losses, net

 

89

294

Share of (profits) losses of associates

22

6

30

Deferred taxes

13

264

4

Impairment

41.1

2

5

Other non-monetary items

41.1

-64

31

Financial capacity

 

2,182

1,825

Including discontinued operations (D)

 

43

41

(Increase) / decrease in inventories

 

-61

36

(Increase) / decrease in trade receivables

 

-104

-55

Increase / (decrease) in trade payables

 

23

-64

Change in other receivables and payables

 

209

166

Change in working capital requirement

 

67

83

Change in working capital from discontinued operations (D)

 

-10

-12

Net cash flow from operating activities (A)

 

2,239

1,896

Acquisition of subsidiaries, of shares in non-controlled entities

41.2

-18

-6

Purchase of property plant and equipment and intangible assets (B)

21

-2,072

-1,628

Proceeds on disposal of subsidiaries, of shares in non-controlled entities

11

364

342

Proceeds on disposal of property plant and equipment and intangible assets (C)

11

213

350

Dividends received

 

7

2

Decrease (increase) in net investments, more than 3 months

 

791

-208

Net cash flow used in investing activities of discontinued operations

 

-12

-14

Net cash flow used in investing activities

 

-727

-1,162

Perpetual

29.4

0

600

Sale of minority interest without change in control

 

15

0

Issuance of debt

33

1,331

1,062

Repayment on debt

33

-1,430

-1,540

Payment of debt resulting from finance lease liabilities

 

-481

-661

New loans

 

-129

-87

Repayment on loans

 

43

140

Dividends and coupons on perpetual paid

 

-38

-19

Net cash flow used in financing activities of discontinued operations

 

22

1

Net cash flow from financing activities

 

-667

-504

Effect of exchange rate on cash and cash equivalents and bank overdrafts (net of cash acquired or sold)

 

-13

-43

Effect of exchange rate on cash and cash equivalent and bank overdrafts of discontinued operations (net of cash acquired or sold)

 

0

4

Change in cash and cash equivalents and bank overdrafts

 

832

191

Cash and cash equivalents and bank overdrafts at beginning of period (including cash of discontinued operations)

28

3,101

2,910

Cash and cash equivalents and bank overdrafts at end of period (including cash of discontinued operations)

28

3,933

3,101

Income tax (paid) / reimbursed (flow included in operating activities)

 

19

35

Interest paid (flow included in operating activities)

 

-273

-358

Interest received (flow included in operating activities)

 

31

36

The accompanying notes are an integral part of these consolidated financial statements.

(*) See note 2 in notes to the consolidated financial statements.

 

 

 

 

 

 

 

Period from January 1 to December 31

Notes

2016

2015

in € millions

 

 

Restated(*)

Net cash flow from operating activities

A

2,239

1,896

Purchase of property plant and equipment and intangible assets

B

-2,072

-1,628

Proceeds on disposal of property plant and equipment and intangible assets

C

213

350

Net cash flow from operating activities from discontinued operations

D

-33

-29

Operating free cash flow excluding discontinued activities (**)

34

347

589

The accompanying notes are an integral part of these consolidated financial statements.

(*) See note  2 in notes to the consolidated financial statements.

 

 

 

(**) See note  4.9 in notes to the consolidated financial statements.

 

 

 

 

 

 

 

   112/10/2017

Air France-KLM Group

 

 

 

 

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

1. BUSINESS DESCRIPTION

As used herein, the term "Air France–KLM" refers to Air France-KLM SA, a limited liability company organized under French law. The term “Group” is represented by the economic definition of Air France-KLM and its subsidiaries. The Group is headquartered in France and is one of the largest airlines in the world.
The Group’s core business is passenger transportation on scheduled flights (“passenger network”). The Group’s activities also include cargo, aeronautics maintenance, “low cost” passenger transportation (Transavia) and other air-transport-related activities.

The limited company Air France-KLM, domiciled at 2, rue Robert Esnault-Pelterie 75007 Paris, France, is the parent company of the Air France-KLM Group. Air France-KLM is listed for trading in Paris (Euronext) and Amsterdam (Euronext).

The presentation currency used in the Group’s financial statements is the euro, which is also Air France-KLM’s functional currency.

2. RESTATEMENT OF ACCOUNTS 2015

Presentation of Servair Group as discontinued operation

Within the framework of a substantial consolidation in the catering business providing services to airlines, the Group studied various scenarios to ensure the development of its subsidiary Servair. The Group opted for the participation of another company in the share capital of Servair.

 

In March 2016, both Servair and Air France informed the representative bodies of their employees about this process of searching a partner to participate in the share capital of Servair.

 

On May 30, 2016, the Group has announced to be entered into exclusive negotiations with HNA for the disposal of 49.99% of Servair and the transfer of its operational control. Subject to HNA’s acquisition of gategroup, Air France and HNA intend to create, with gategroup, the leading platform in the inflight catering business. On July 7, HNA has published the interim result on the public tender offer for the shares of gategroup and has declared the offer successful. The settlement of this offer has occurred at December 22, 2016 which allows Air France and gategroup to finalize the agreement for the sale to gategroup of 49.99% of the Servair share capital. At the conclusion of this transaction, the operational control of Servair was transferred to gategroup in application of the governance planned in the agreements between Air France and gategroup.

 

This has lead to a loss of control of Servair by Air France-KLM Group, as defined in IFRS 10 standard. As a consequence, the Servair group is consolidated according to the equity method since December 30, 2016. Servair constituted the main cash-generating unit of the segment "Other".


The above elements have triggered the accounting treatment of the Servair Group in "discontinued operations" as of March 31, 2016, as defined in IFRS 5 standard.

The consolidated figures as at December 31, 2015 have consequently been restated for the purpose of comparison, except for the balance sheet.

 

Detailed information of net income from discontinued operations is presented in note 14.

 

 


3. SIGNIFICANT EVENTS

3.1. Events that occurred in the period

Voluntary departure plan

During the meeting of the Corporate Works Council on February 26, 2016, the Air France management presented the voluntary departure plan for ground staff and cabin crew, aimed at the respective departure of some 1,400 and 200 full time equivalents. The Group accordingly made a provision of €137 million to the income statement as of December 31, 2016 (see note 11). This provision is the best estimate of the costs involved in this voluntary departure plan.

 

Issuance of new bond

On the second half year 2016, the Group issued two bonds amounting to a total €538 million as of December 31, 2016, as detailed in the note 33.

Shares in Amadeus

On December 23, 2016, the Group sold a block of 4.95 million shares in the Spanish company Amadeus IT Holding S.A. ("Amadeus"), representing approximately 1.13 per cent of the company’s share capital. The net result from the sale amounted to €133 million, for cash proceeds of €201 million (see note 11).

After this operation, the Group still holds 4.95 million Amadeus shares. The value of these shares is completely covered by a hedging transaction concluded on May and June 2016 (see notes 24 and 36.1).

Brexit (British Exit)

Brexit's announcement had no material impact on the Group's financial statements as of December 31 2016.

Transaction of selling 49.99% of the Servair share capital and transfer of its operational control

In March 2016, Air France was engaged in a process of share capital opening of the Servair Group. Since this date, Servair and its subsidiaries were presented as discontinued activities according to IFRS 5 standard “Non-current Assets Held for Sale and Discontinued Operations”.

Following the acquisition of gategroup by HNA on December 22, 2016, Air France and gategroup finalized the agreement for the sale to gategroup of 49.99% of the Servair share capital. At the conclusion of this transaction, the operational control of Servair was transferred to gategroup in application of the governance planned in the agreements between Air France and gategroup. As a consequence, the Servair group is consolidated according to the equity method since December 30, 2016.

This operation has generated a €257 million profit presented on the line “Net income from discontinued operations”. This profit is composed by the disposal result of 49.99% of the Servair share capital amounting to €123 million (for a cash amount of €218 million) and by the revaluation profit amounting to €134 million linked to the fair value adjustment of the kept shares based on the transaction value.

The impact of these two operations is detailed in the note 14.

 

3.2. Subsequent events

There have been no significant events since the closing of the financial year.


4. ACCOUNTING POLICIES

4.1. Accounting principles

Accounting principles used for the consolidated financial statements

 

Pursuant to the European Regulation 1606/2002 of July 19, 2002, the consolidated financial statements of the Air France-KLM Group as of December 31, 2016 were established in accordance with the International Financial Reporting Standards (“IFRS”) as adopted by the European Commission on the date these consolidated financial statements were established.

 

IFRS, as adopted by the European Union differ, in certain respects from IFRS as published by the International Accounting Standards Board (“IASB”). The Group has, however, determined that the financial information for the periods presented would not differ substantially if the Group had applied IFRS as published by the IASB.

 

The consolidated financial statements were approved by the Board of Directors on February 15, 2017.

 

Change in accounting principles

 

  • IFRS standards and amendments which are applicable on a mandatory basis to the 2016 financial statements

 

  • Amendment to IFRS 11 “Joint Arrangements”, effective for the period beginning January 1, 2016;
  • Amendment to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”, effective for the period beginning January 1, 2016;
  • Amendment to IAS 1 “Presentation of Financial Statements”, effective for the period beginning January 1, 2016;
  • Amendment to IAS 19 “Employee benefit”, effective for the period beginning January 1, 2016.

 

These amendments had no significant impact on the Group’s financial statements as of December 31, 2016.

 

  • IFRS standard which is applicable on a mandatory basis to the 2018 financial statements

 

  • Standard IFRS 9 “Financial Instruments”, effective for the period beginning January 1, 2018;
  • Standard IFRS 15 “Revenue Recognition from Contracts with Customers”, effective for the period beginning January 1, 2018, and replacing the standards IAS 18 “Revenues”, IAS 11 “Construction Contracts” and IFRIC 13 “Customer Loyalty Programmes”.

 

 

The implementation of IFRS 9 began in mid-2015. The Group has set up dedicated working groups within the Air France and KLM head-accounting departments together with the Air France and KLM middle-office treasury departments.

Two major impacts are expected following the implementation of this new standard.

The first impact relates to the recognition of the variation in the time value of options to be accounted for in “Other Comprehensive Income” whereas it is currently recognized in the income statement.

The second impact relates to the valuation of equity instruments either assessed at fair value through the income statement, or at fair value through Other Comprehensive Income. The methodology for the classification the equity instruments is currently being established.

 

The implementation IFRS 15 started in 2015 in project mode. The Group has set up dedicated working groups within the relevant business segments and departments to establish an inventory of customer contract types throughout the Group and to analyze each contract type using the five-step approach outlined within IFRS 15.

In parallel, the Group has worked with other airlines through the IATA (International Air Transport Association) Industry Accounting Working Group (IAWG) in coordination with the Airlines Revenue Recognition Task Force of the AICPA (American Institute of Certified Public Accountants) to agree harmonized accounting treatments for issues requiring clarity under the new standard.

The main impacts on the Group are expected to relate to the recognition of Passenger Network and Cargo segments revenue and are currently being evaluated: agent versus principal recognition, unearned revenue recognition and customer loyalty programs recognition.

Furthermore, with regard to the maintenance services segment, the Group has worked in collaboration with other airlines within the IAWG facing the same maintenance revenue issues. The impacts in this area are currently being identified.

 

 

  • Other texts potentially applicable to the Group, published by the IASB but not yet adopted by the European Union

 

  • Standard IFRS 16 “Leases”, effective for the period beginning January 1, 2019;
  • Amendment to IAS 7 “Cash Flow Statement”, effective for the period beginning January 1, 2017;
  • Amendment to IAS 12 “Income tax”, effective for the period beginning January 1, 2017;
  • Amendment to IFRS 2 “Classification and Measurement of Share-based Payment Transactions”, effective for the period beginning January 1, 2018;
  • Amendment to IFRS 15 Clarification on “Revenue Recognition from Contracts with Customers”, effective for the period beginning January 1, 2018.

 

Regarding the implementation of IFRS 16, the project was launched as of the publication of the standard in January 2016. The Group has set up dedicated working groups within the relevant business segments and departments to firstly explain all the changes introduced by the new standard relative to the current standard, IAS 17, and secondly, to determine contract typologies within the scope of IFRS 16. Based on the inventory of current contracts as of December 31, 2015, a preliminary assessment of the financial impacts of this standard has been carried out.

The Group’s net debt is expected to be significantly increased by the application of this standard. However, as the analyst community already adjusts net debt by increasing accounting net debt by seven times the aircraft operational lease rents, the impact should be limited. The main expected impact relates to the balance-sheet recognition of the aircraft right-of-use assets.

 

The Group will early adopt the amendment to IAS 7 as of December 31, 2016.

The Group does not expect any significant impacts related to the application of the amendments to IAS 12 and IFRS 2. The implementation of the amendment to IFRS 15 is being handled within the framework of the project to apply IFRS 15.

 

4.2. Use of estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses. The main areas of estimates are disclosed in the following notes:

 

  • 4.6               Revenue recognition related to deferred revenue on ticket sales;
  • 4.7               Flying Blue frequent flyer program;
  • 4.11 Financial assets;
  • 4.13/14 Tangible and intangible assets;
  • 4.18 Pension assets and provisions;
  • 4.19/20 Other provisions;
  • 4.23 Deferred tax assets.

 

The Group’s management makes these estimates and assessments continuously on the basis of its past experience and various other factors considered to be reasonable.

 

The consolidated financial statements for the financial year have thus been established on the basis of financial parameters available at the closing date. Concerning the non-current assets, the assumptions are based on a limited level of growth.

Actual results could differ from these estimates depending on changes in the assumptions used or different conditions.


4.3. Consolidation principles

Subsidiaries

 

In conformity with IFRS 10 “Consolidated Financial Statements”, the Group’s consolidated financial statements comprise the financial figures for all entities that are controlled directly or indirectly by the Group, irrespective of its level of participation in the equity of these entities. The companies over which the Group exercises control are fully consolidated. An entity is controlled when the Group has power over it, is exposed or has rights to variable returns from its involvement in this entity, and has the ability to use its power to influence the amounts of these returns. The determination of control takes into account the existence of potential voting rights if they are substantive, meaning they can be exercised in time when decisions about the relevant activities of the entity need to be taken.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control begins until the date this control ceases.

Non-controlling interests are presented within equity and on the income statement separately from Group stockholders’ equity and the Group’s net income, under the line “non-controlling interests”.

The effects of a buyout of non-controlling interests in a subsidiary already controlled by the Group and divestment of a percentage interest without loss of control are recognized in equity. In a partial disposal resulting in loss of control, the retained equity interest is remeasured at fair value at the date of loss of control. The gain or loss on the disposal will include the effect of this remeasurement and the gain or loss on the sale of the equity interest, including all the items initially recognized in equity and reclassified to profit and loss.

 

Interest in associates and joint ventures

 

In accordance with IFRS 11 “Join arrangements”, the Group applies the equity method to partnerships over which it exercises control jointly with one or more partners (joint venture). Control is considered to be joint when decisions about the relevant activities of the partnership require the unanimous consent of the Group and the other parties with whom control is shared. In cases of a joint activity (joint operation), the Group recognizes assets and liabilities in proportion to its rights and obligations regarding the entity.

 

In accordance with IAS 28 “Investments in Associates and Joint Ventures”, companies in which the Group has the ability to exercise significant influence on financial and operating policy decisions are also accounted for using the equity method. The ability to exercise significant influence is presumed to exist when the Group holds more than 20 per cent of the voting rights.

 

The consolidated financial statements include the Group’s share of the total recognized global result of associates and joint ventures from the date the ability to exercise significant influence begins to the date it ceases, adjusted for any impairment loss.

The Group’s share of losses of an associate that exceed the value of the Group's interest and net investment (long-term receivables for which no reimbursement is scheduled or likely) in this entity are not accounted for, unless the Group:

- has incurred contractual obligations or

- has made payments on behalf of the associate.

 

Any surplus of the investment cost over the Group's share in the fair value of the identifiable assets, liabilities and contingent liabilities of the associate company on the date of acquisition is accounted for as goodwill and included in the book value of the investment accounted for using the equity method.

 

Investments in which the Group has ceased to exercise significant influence or joint control are no longer accounted for by the equity method and are valued at their fair value on the date of loss of significant influence or joint control.

 

Intra-group operations

 

All intra-group balances and transactions, including income, expenses and dividends are fully eliminated. Profits and losses resulting from intra-group transactions are also eliminated.

Gains and losses realized on internal sales with associates and jointly-controlled entities are eliminated, to the extent of the Group’s interest in the entity, providing there is no impairment.


4.4. Translation of foreign companies’ financial statements and transactions in foreign currencies

Translation of foreign companies’ financial statements

 

The financial statements of foreign subsidiaries are translated into euros on the following basis:

  • Except for the equity for which historical prices are applied, balance sheet items are converted on the basis of the foreign currency exchange rates in effect at the closing date;
  • The income statement and the statement of cash flows are converted on the basis of the average foreign currency exchange rates for the period;
  • The resulting foreign currency exchange adjustment is recorded in the "Translation adjustments" item included within equity.

 

Goodwill is expressed in the functional currency of the entity acquired and is converted into euros using the foreign exchange rate in effect at the closing date.

Translation of foreign currency transactions

 

Foreign currency transactions are translated using the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate in effect at the closing date or at the rate of the related hedge, if any.

Non-monetary assets and liabilities denominated in foreign currencies assessed on an historical cost basis are translated using the rate in effect at the transaction date or using the hedged rate where necessary (see note 4.14).

The corresponding exchange rate differences are recorded in the Group’s consolidated income statement. Changes in fair value of the hedging instruments are recorded using the accounting treatment described in note 4.11. “Financial instruments, valuation of financial assets and liabilities”.

4.5. Business combinations

Business combinations completed on or after April 1, 2010

 

Business combinations completed on or after April 1, 2010 are accounted for using the purchase method in accordance with IFRS 3 (2008) “Business Combinations”. In accordance with this standard, all assets and liabilities assumed are measured at fair value at the acquisition date. The time period for adjustments to goodwill/negative goodwill is limited to 12 months from the date of acquisition, except for non-current assets classified as assets held for sale which are measured at fair value less costs to sell.

 

Goodwill corresponding, at the acquisition date, to the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree minus the net amounts (usually at fair value) of the identifiable assets acquired and the liabilities assumed at the acquisition date, is subject to annual impairment tests or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

 

Costs other than those related to the issuance of debt or equity securities are recognized immediately as an expense when incurred.

For each acquisition, the Group has the option of using the “full” goodwill method, where goodwill is calculated by taking into account the fair value of non-controlling interests at the acquisition date rather than their proportionate interest in the fair value of the assets and liabilities of the acquiree.

 

Should the fair value of identifiable assets acquired and liabilities assumed exceed the consideration transferred, the resulting negative goodwill is recognized immediately in the income statement.


 

Contingent considerations or earn-outs are recorded in equity if contingent payment is settled by delivery of a fixed number of the acquirer’s equity instruments (according to IAS 32). In all other cases, they are recognized in liabilities related to business combinations. Contingent payments or earn-outs are measured at fair value at the acquisition date. This initial measurement is subsequently adjusted through goodwill only when additional information is obtained after the acquisition date about facts and circumstances that existed at that date. Such adjustments are made only during the 12-month measurement period that follows the acquisition date and insofar as the initial measurement had still been presented as provisional. Any other subsequent adjustments which do not meet these criteria are recorded as receivables or payables through the income statement.

 

In a step acquisition, the previously-held equity interest in the acquiree is remeasured at its acquisition-date fair value. The difference between the fair value and the net book value must be accounted in profit or loss as well as elements previously recognized in other comprehensive income.

 

 

Business combinations carried out before April 1, 2010

 

Business combinations carried out before April 1, 2010 are accounted for using the purchase method in accordance with IFRS 3 (2004) “Business Combinations”. In accordance with this standard, all assets, liabilities assumed and contingent liabilities are measured at fair value at the acquisition date. The time period for adjustments to goodwill/negative goodwill is limited to 12 months from the date of acquisition.

 

Goodwill arising from the difference between the acquisition cost (which includes the potential equity instruments issued by the Group to gain control over the acquired entity and other costs potentially dedicated to the business combination), and the Group’s interest in the fair value of the identifiable assets and liabilities acquired, is subject to annual impairment tests or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

 

Should the fair value of identifiable assets acquired and liabilities assumed exceed the cost of acquisition, the resulting negative goodwill is recognized immediately in the income statement.

4.6. Sales

Sales related to air transportation operations are recognized when the transportation service is provided, net of any discounts granted (see note 6). Transportation service is also the trigger for the recognition of external expenses, such as the commissions paid to agents.

Both passenger tickets and freight awb’s are consequently recorded as “Deferred revenue upon issuance date”.

Nevertheless, sales relating to the value of tickets that have been issued but never been used, are recognized as revenues at issuance. The amounts recognized are based on a statistical analysis, which is regularly updated.

Sales under third-party maintenance contracts are recorded on the basis of the percentage of completion method.

4.7. Loyalty programs

The airlines of the Group have a common frequent flyer program "Flying Blue". This program enables members to acquire Miles as they fly with Air France, KLM and airline partners and from transactions with non-airline partners (credit card companies, hotels, car rental agencies). These Miles entitle members to a range of benefits such as free flights with the two companies or other free services with non-airline partners.

In accordance with IFRIC 13 “Loyalty programs”, these Miles are considered as distinct elements from a sale with multiple elements and one part of the price of the initial sale of the airfare is allocated to these Miles and deferred until the Group’s commitments relating to these Miles have been met.

The deferred amount due in relation to the acquisition of Miles by members is estimated:

  • According to the fair value of the Miles, defined as the amount at which the benefits can be sold separately;
  • After taking into account the redemption rate, corresponding to the probability that the Miles will be used by members, using a statistical method.

 

 

With regards to the invoicing of other partners in the program, the margins realized on sales of Miles to other partners are recorded immediately in the income statement.

 

4.8. Distinction between income from current operations and income from operating activities

The Group considers it is relevant to the understanding of its financial performance to present in the income statement a subtotal within the income from operating activities. This subtotal, entitled “Income from current operations”, excludes unusual elements that do not have predictive value due to their nature, frequency and/or materiality, as defined in recommendation no. 2009-R.03 from the French National Accounting Council.

 

Such elements are as follows:

 

  • Sales of aircraft equipment and disposals of other assets;
  • Income from the disposal of subsidiaries and affiliates;
  • Restructuring costs when they are significant;
  • Significant and infrequent elements such as the recognition of badwill in the income statement, the recording of an impairment loss on goodwill and significant provisions for litigation.

4.9. Aggregates used within the framework of financial communication

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization): by extracting the main line of the income statement which does not involve cash disbursement (“Amortization, depreciation and provision”) from income from current operations, EBITDA provides a simple indicator of the Group’s cash generation on current operational activities. It is thus commonly used for the calculation of the financial coverage and enterprise value ratios.

 

EBITDAR (Earnings Before Interest, Taxes, Depreciation, Amortization and Rents): this aggregate is adapted to sectors like the air transport industry which can finance a significant proportion of their assets using operating leases. It is obtained by subtracting aircraft operating lease costs from EBITDA (as defined above). It is also used to calculate the financial coverage and enterprise value ratios.

 

Operating free cash flow: this corresponds to the cash available after investment in flight equipment, other property, plant and equipment and intangible assets for solely operational purposes, net of proceeds on disposals. It does not include the other cash flows linked to investment operations, particularly investments in subsidiaries and other financial assets and net cash flow from the operating activities of discontinued operations.

4.10. Earnings per share

Earnings per share are calculated by dividing the net income attributable to the equity holders of Air France-KLM by the average number of shares outstanding during the period. The average number of shares outstanding does not include treasury shares.

Diluted earnings per share are calculated by dividing the net income attributable to the equity holders of Air France-KLM, adjusted for the effects of dilutive instrument exercise, by the average number of shares outstanding during the period, adjusted for the effect of all potentially-dilutive ordinary shares.

4.11. Financial instruments, valuation of financial assets and liabilities

Valuation of trade receivables and non-current financial assets

 

Trade receivables, loans and other non-current financial assets are considered to be assets issued by the Group and are recorded at fair value then, subsequently, using the amortized cost method less impairment losses, if any. Purchases and sales of financial assets are accounted for as of the transaction date.


Investments in equity securities


Investments in equity securities qualifying as assets available for sale are stated at fair value in the Group’s balance sheet. For publicly-traded securities, the fair value is considered to be the market price at the closing date. For non-quoted securities, the valuation is made on the basis of the financial statements of the entity. For other securities, if the fair value cannot be reliably estimated, the Group uses the exception of accounting at costs (i.e. acquisition cost less impairment, if any).

Potential gains and losses, except for impairment charges, are recorded in a specific component of other comprehensive income entitled “Derivatives and available for sale securities reserves”.

If there is an indication of impairment of the financial asset, the amount of the loss resulting from the impairment test is recorded in the income statement for the period. For securities quoted on an active market, a prolonged or significant decrease of the fair value below their acquisition cost is objective evidence of impairment.

Factors used by the Group to evaluate the prolonged or significant nature of a decrease in fair value are generally the following:

-          The decrease in value is prolonged when the share price at the market close has been lower than the cost price of the share for more than 18 months;

-          The decrease in value is significant when there is a decrease of more than 30 per cent relative to the cost price, at the closing date.

Derivative financial instruments

 

The Group uses various derivative financial instruments to hedge its exposure to the risks incurred on shares, exchange rates, changes in interest rates or fuel prices.

Forward currency contracts and options are used to cover exposure to exchange rates. For firm commitments, the unrealized gains and losses on these financial instruments are included in the carrying value of the hedged asset or liability.

The Group also uses rate swaps to manage its exposure to interest rate risk. Most of the swaps traded convert floating-rate debt to fixed-rate debt.

Finally, exposure to fuel risk is hedged by swaps or options on jet fuel, diesel or Brent.

Most of these derivatives are classified as hedging instruments if the derivative is eligible as a hedging instrument and if the hedging contracts are documented as required by IAS 39 “Financial instruments: recognition and measurement”.

These derivative instruments are recorded on the Group’s consolidated balance sheet at their fair value taken into account the market value of the Group’s credit risk (DVA) and the credit risk of the counterpart (CVA). The calculation of the credit risk follows a common model based on default probabilities from CDS counterparts. The method of accounting for changes in fair value depends on the classification of the derivative instruments.

 

There are three classifications:

-          derivatives classified as fair value hedge: changes in the derivative fair value are recorded through the income statement and offset within the limit of its effective portion against the changes in the fair value of the underlying item (assets, liability or firm commitment), which are also recognized as earnings;

-          derivatives classified as cash flow hedge: the changes in fair value are recorded in other comprehensive income for the effective portion and are reclassified as income when the hedged element affects earnings. The ineffective portion is recorded as financial income or losses until the termination of the derivatives. When the termination occurs, the residual ineffective portion is recycled on the hedged item.

-          derivatives classified as trading: changes in the derivative fair value are recorded as financial income or losses.

 


Convertible bonds

 

Convertible bonds are deemed to be financial instruments comprising two components: a bond component recorded as debt and a stock component recorded in equity. The bond component is equal to the discounted value of all coupons due for the bond at the rate of a simple bond that would have been issued at the same time as the convertible bond. The value of the stock component recorded in the Group’s equity is calculated by the difference between this value and the bond’s nominal value at issuance. The difference between the financial expense recorded and the amounts effectively paid out is added, at each closing date, to the amount of the debt component so that, at maturity, the amount to be repaid if there is no conversion equals the redemption price.

Financial assets, cash and cash equivalents

 

Financial assets at fair value through profit and loss

Financial assets include financial assets at fair value through profit and loss (French mutual funds such as SICAVs and FCPs, certificates, etc.) that the Group intends to sell in the near term to realize a capital gain, or that are part of a portfolio of identified financial instruments managed collectively and for which there is evidence of a practice of short-term profit taking. They are classified in the balance sheet as current financial assets. Furthermore, the Group has opted not to designate any assets at fair value through the income statement.

Cash and cash equivalents

Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

 

Long-term debt

 

Long-term debt is recognized initially at fair value. Subsequent to the initial measurement, long-term debt is recorded:

-          at their net book value for bonds;

-          based on amortized cost calculated using the effective interest rate for the other long-term debt. Under this principle, any redemption and issue premiums are recorded as debt in the balance sheet and amortized as financial income or expense over the life of the loans.

 

In addition, long-term debt documented in the context of fair value hedging relationships is revalued at the fair value for the risk hedged, i.e. the risk related to the fluctuation in interest rates. Changes in fair value of the hedged debt are recorded symmetrically in the income statement for the period with the change in fair value of the hedging swaps.

 

Fair value hierarchy of the financial assets and liabilities

 

The table presenting a breakdown of financial assets and liabilities categorized by value (see note 36.4) meets the amended requirements of IFRS 7 “Financial instruments: Disclosures”.  The fair values are classified using a scale which 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 an active market for identical instruments;

 

Level 2: Fair value calculated from valuation methods based on observable data such as the prices of similar assets and liabilities or scopes quoted on an active market;

 

Level 3: Fair value calculated from valuation methods which rely completely or in part on non-observable data such as prices on an inactive market or the valuation on a multiples basis for non-quoted securities.

4.12. Goodwill

Goodwill corresponds, at the acquisition date, to the aggregation of the consideration transferred and the amount of any non-controlling interest in the acquiree minus the net amounts (usually at fair value) of the identifiable amounts acquired and the liabilities assumed at the acquisition date.

 

For acquisitions prior to April 1, 2004, goodwill is included on the basis of its deemed cost, which represents the amount recorded under French GAAP. The classification and accounting treatment of business combinations taking place prior to April 1, 2004 were not modified at the time international standards were adopted, on April 1, 2004, in accordance with IFRS 1 “First-time adoption of international financial reporting standards”.

Goodwill is valued in the functional currency of the entity acquired. It is recorded as an asset in the balance sheet.

It is not amortized and is tested for impairment annually and at any point during the year when an indicator of impairment exists. As discussed in note 4.15, once recorded the impairment may not subsequently be reversed.

When the acquirer’s interest in the net fair value of the identifiable assets and liabilities acquired exceeds the consideration transferred, there is negative goodwill which is recognized and immediately reversed in the Group’s income statement.

At the time of the sale of a subsidiary or an equity affiliate, the amount of the goodwill attributable to the entity sold is included in the calculation of the income from the sale.

4.13. Intangible assets

Intangible assets are recorded at initial cost less accumulated amortization and any accumulated impairment losses.

Software development costs are capitalized and amortized over their useful lives. The Group has the tools required to enable the tracking by project of all the stages of development, and particularly the internal and external costs directly related to each project during its development phase.

Identifiable intangible assets acquired with a finite useful life are amortized over their useful lives from the date they are available for use.

Identifiable intangible assets acquired with an indefinite useful life are not amortized but tested annually for impairment or whenever there is an indication that the intangible asset may be impaired. If necessary, impairment as described in note 4.15 is recorded.

 

Since January 1, 2012, airlines have been subject to the ETS (Emission Trading Scheme) market regulations as described in note 4.21 and the “Risks on carbon credit” paragraph in note 36.1. As such, the Group is required to purchase CO2 quotas to offset its emissions. The Group records the CO2 quotas as intangible assets. These assets are not depreciable.

 

Intangible assets with a definite useful life are amortized on a straight line basis over the following periods:

Softwares and Information Technology developments1 to 5 years

LicencesDuration of contract

Customer files5 to 12 years

Information Technology (IT) development is amortized over the same useful life as the underlying software. In some, well documented, cases Information Technology (IT) development may be amortized over a longer period.

4.14. Property, plant and equipment

Principles applicable

 

Property, plant and equipment are recorded at their acquisition or manufacturing cost, less accumulated depreciation and any accumulated impairment losses.

The financial interest attributed to advance payments made on account of investments in aircraft and other significant assets under construction is capitalized and added to the cost of the asset concerned. As prepayments on investments are not financed by specific loans, the Group uses the average interest rate on the current unallocated loans of the period.

Maintenance costs are recorded as expenses during the period when incurred, with the exception of programs that extend the useful life of the asset or increase its value, which are then capitalized (e.g. maintenance on airframes and engines, excluding parts with limited useful lives).


 

Flight equipment

 

The purchase price of aircraft equipment is denominated in foreign currencies. It is translated at the exchange rate at the date of the transaction or, if applicable, at the hedging price assigned to it. Manufacturers' discounts, if any, are deducted from the value of the related asset.

Aircraft are depreciated using the straight-line method over their average estimated useful life of 20 years, assuming no residual value for most of the aircraft in the fleet. This useful life can, however, be extended to 25 years for some aircraft.

During the operating cycle, and when establishing fleet replacement plans, the Group reviews whether the amortizable base or the useful life should be adjusted and, if necessary, determines whether a residual value should be recognized.

Any major airframe and engine overhaul (excluding parts with limited useful lives) are treated as a separate asset component with the cost capitalized and depreciated over the period between the date of acquisition and the next major overhaul.

 

Aircraft spare parts (maintenance business) which enable the use of the fleet are recorded as fixed assets and are amortized on a straight-line basis over the estimated residual lifetime of the aircraft/engine type on the world market. The useful life is limited to a maximum of 30 years.

Other property, plant and equipment

 

Other property, plant and equipment are depreciated using the straight-line method over their useful lives as follows:

Buildings20 to 50 years

Fixtures and fittings  8 to 20 years

Flight simulators 10 to 20 years

Equipment and tooling   3 to 15 years

 

Leases

 

In accordance with IAS 17 "Leases", leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Assets held under finance leases are recognized as assets at the lower of the following two values: the present value of the minimum lease payments under the lease arrangement or their fair value determined at inception of the lease. The corresponding obligation to the lessor is accounted for as long-term debt.

 

These assets are depreciated over the shorter of the useful life of the assets and the lease term when there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term.

In the context of sale and operating leaseback transactions, the related profits or losses are accounted for as follows:

  • They are recognized immediately when it is clear that the transaction has been realized at fair value;
  • If the sale price is below fair value, any profit or loss is recognized immediately except that, if the loss is compensated for by future lease payments below market price, it is deferred and amortized in proportion to the lease payments over the period for which the asset is expected to be used;
  • If the sale price is above fair value, the excess over fair value is deferred and amortized over the period for which the asset is expected to be used.

 

In the context of sale and finance leaseback transactions, the asset remains in the Group’s balance sheet with the same net book value. Such transactions are a means whereby the lessor provides finance to the lessee, with the asset as security.

4.15. Impairment test

In accordance with IAS 36 “Impairment of Assets”, tangible fixed assets, intangible assets and goodwill are tested for depreciation if there is an indication of impairment, and those with an indefinite useful life are tested at least once a year on September 30.

 

For this test, the Group deems the recoverable value of the asset to be the higher of the market value less cost of disposal and its value in use. The latter is determined according to the discounted future cash flow method, estimated based on budgetary assumptions approved by management, using an actuarial rate which corresponds to the weighted average cost of the Group’s capital and a growth rate which reflects the market hypotheses for the appropriate activity.

 

The depreciation tests are carried out individually for each asset, except for those assets to which it is not possible to attach independent cash flows. In this case, these assets are regrouped within the CGU to which they belong and it is this which is tested. The CGU’s correspond to the Group’s business segments: passenger, cargo, maintenance, leisure and others.

 

When the recoverable value of an asset or CGU is inferior to its net book value, an impairment is recognized. The impairment of a CGU is charged in the first instance to goodwill, the remainder being charged to the other assets which comprise the CGU, prorated to their net book value.

4.16. Inventories 

Inventories are measured at the lower of their cost and net realizable value.

The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present condition and location. These costs include the direct and indirect production costs incurred under normal operating conditions.

Inventories are valued on a weighted average basis.

The net realizable value of the inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.

4.17. Treasury shares  

Air-France-KLM shares held by the Group are recorded as a deduction from the Group’s consolidated equity at the acquisition cost. Subsequent sales are recorded directly in equity. No gains or losses are recognized in the Group’s income statement.

4.18. Employee benefits

The Group's obligations in respect of defined benefit pension plans, including termination indemnities, are calculated in accordance with IAS 19 Revised “Employee benefits”, using the projected units of credit method based on actuarial assumptions and considering the specific economic conditions in each country concerned. The commitments are covered either by insurance or pension funds or by provisions recorded on the balance sheet as and when rights are acquired by employees.

 

The Group recognizes in other comprehensive income the actuarial gains or losses relating to post-employment plans, the differential between the actual return and the expected return on the pension assets and the impact of any plan curtailment.

The gains or losses relating to termination benefits (mainly jubilees) are recognized in the income statement.

 

The Group recognizes all the costs linked to pensions (defined benefit plans and net periodic pension costs) in the income from current operations (salaries and related costs).

 

Specific information related to the recognition of some pension plan assets:

Pension plans in The Netherlands are generally subject to minimum funding requirements (“MFR”) that can involve the recognition of pension surpluses. These pension surpluses constituted by the KLM sub group are recognized in the balance sheet according to the IFRIC 14 interpretation (IAS 19 “The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction”).

 


4.19. Provisions for restitution of aircraft under operating leases

For certain operating leases, the Group is contractually committed to restitute aircraft with a defined level of potential.

 

The Group provides for restitution costs related to aircraft under operating leases. This provision is based on the standard cost of a shop visit and is estimated using the phase-out costs indicated in the contract and taking into consideration the probability of the aircraft phase-out at the end of the contract.

 

When the condition of aircraft exceeds the return condition as set per the lease arrangement, the Group capitalizes the related amount in excess under “Flight equipment”. Such amounts are subsequently amortized on a straight-line basis over the period during which the potential exceeds the restitution condition. Any remaining capitalized excess potential upon termination of a lease is reimbursable by the lessor.

4.20. Other provisions

The Group recognizes a provision in the balance sheet when the Group has an existing legal or implicit obligation to a third party as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amounts recorded as provisions are discounted when the effect of the passage of time is material. The effect of the time value of money is presented as a component of “Other financial income and expenses”.

 

Restructuring provisions are recognized once the Group has established a detailed and formalized restructuring plan which has been announced to the parties concerned.

4.21. Emission Trading Scheme

Since January 1, 2012, European airlines have been included in the scope of companies subject to the Emission Trading Scheme (ETS). In the absence of IFRS standards or interpretations regarding ETS accounting, the Group has adopted the accounting treatment known as the “netting approach”.

 

According to this approach, the quotas are recognized as intangible assets:

  • Free quotas allocated by the State are valued at nil, and
  • Quotas purchased on the market are accounted at their acquisition cost.

 

These intangible assets are not amortized.

 

If the allocated quotas are insufficient to cover the actual emissions then the Group recognizes a provision. This provision is assessed at the acquisition cost for the acquired rights and, for the non-hedged portion, with reference to the market price as of each closing date. At the date of the restitution to the State of the quotas corresponding to actual emissions, the provision is written-off in exchange for the intangible assets returned.

4.22. Equity and debt issuance costs

Debt issuance costs are mainly amortized as financial expenses over the term of the loans using the actuarial method.

Capital increase costs are deducted from paid-in capital.

4.23. Deferred taxes

The Group records deferred taxes using the balance sheet liability method, providing for any temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for the exceptions described in IAS 12 “Income taxes”.

The tax rates used are those enacted or substantively enacted at the balance sheet date.

Net deferred tax balances are determined on the basis of each entity’s tax position.

 

Deferred tax assets relating to temporary differences and tax losses carried forward are recognized only to the extent it is probable that a future taxable profit will be available against which the asset can be utilized at the tax entity level.

Deferred tax assets corresponding to fiscal losses are recognized as assets given the prospects of recoverability resulting from the budgets and medium term plans prepared by the Group. The assumptions used are the same as those used for the impairment tests on assets (see note 4.15).

 

A deferred tax liability is also recognized for the undistributed reserves of the equity affiliates.

Taxes payable and/or deferred are recognized in the income statement for the period, unless they are generated by a transaction or event recorded directly in other comprehensive income. In such a case, they are recorded directly in other comprehensive income.

 

Impact of the Territorial Economic Contribution

 

The 2010 Finance Law voted on December 30, 2009, removed the business tax liability for French fiscal entities as from January 1, 2010 and replaced it with the new TEC (Territorial Economic Contribution/Contribution Economique Territoriale – CET) comprising two contributions: the LDE (land tax of enterprises/Cotisation Foncière des Entreprises - CFE) and the CAVE (Contribution on Added Value of Enterprises/Cotisation sur la Valeur Ajoutée des Entreprises – CVAE). The latter is calculated by the application of a rate to the added value generated by the company during the year. As the added value is a net amount of income and expenses, the CAVE meets the definition of a tax on profits as set out in IAS 12.2. Consequently, the expense relating to the CAVE is presented under the line “tax”.

4.24. Non-current assets held for sale and discontinued operations

Assets or groups of assets held for sale meet the criteria for this classification if their carrying amount is recovered principally through a sale rather than through their continuing use. This condition is considered to be met when the sale is highly probable and the asset (or group of assets intended for sale) is available for immediate sale in its present condition. Management must be committed to a plan to sell, with the expectation that the sale will be realized within a period of twelve months from the date on which the asset or group of assets were classified as assets held for sale.

 

The Group determines on each closing date whether any assets or groups of assets meet the above criteria and presents such assets, if any, as "non-current assets held for sale".

Any liabilities related to these assets are also presented on a separate line in liabilities on the balance sheet.

 

Assets and groups of assets held for sale are valued at the lower of their book value or their fair value minus exit costs. As of the date of such a classification, the asset is no longer depreciated.

 

The results from discontinued operations are presented separately from the results from continuing operations in the income statement.

 


5. CHANGE IN THE CONSOLIDATION SCOPE

• Year ended December 31, 2016

 

In 2016, the Group has sold:

-          49.99% of the Servair share capital. At the conclusion of this transaction, the operational control of Servair was transferred to gategroup in application of the governance planned in the agreements between Air France and gategroup. As a consequence, the Servair group is consolidated according to the equity method since December 30, 2016. The impact of this operation is detailed in the note 14.

-          100% of the Cobalt Ground Solutions Limited share capital. Impact of this operation is detailed in the note 11.

 

• Year ended December 31, 2015

 

 

In 2015, several operations were initiated within the catering business (Servair Group). The main transactions were the following:

-          Acquisition of Panima;

-          Increase of the share capital in Lomé Catering, Macau Catering Services and Dutyfly Solutions.

 

All these entities were fully consolidated as of fiscal year 2015.

 

The goodwill generated by these transactions amounted to €2 million as of December 31, 2015.

 

6. INFORMATION BY ACTIVITY AND GEOGRAPHICAL AREA

Business segments

The segment information is prepared on the basis of internal management data communicated to the Executive Committee, the Group’s principal operational decision-making body.

 

The Group is organized around the following segments:

 

Passenger network: Passenger network operating revenues primarily come from passenger transportation services on scheduled flights with the Group’s airline code (excluding Transavia), including flights operated by other airlines under code-sharing agreements. They also include commissions paid by SkyTeam alliance partners, code-sharing revenues, revenues from excess baggage and airport services supplied by the Group to third-party airlines and services linked to IT systems.

 

Cargo: Cargo operating revenues come from freight transport on flights under the companies’ codes, including flights operated by other partner airlines under code-sharing agreements. Other cargo revenues are derived principally from sales of cargo capacity to third parties.

 

Maintenance: Maintenance operating revenues are generated through maintenance services provided to other airlines and customers worldwide.

 

Transavia: The revenues from this segment come from the “low cost” activity realized by Transavia.

 

Other: The revenues from this segment come from various services provided by the Group and not covered by the four segments mentioned above.


The results of the business segments are those that are either directly attributable or that can be allocated on a reasonable basis to these business segments. Amounts allocated to business segments mainly correspond to the EBITDAR, EBITDA, current operating income and to the income from operating activities. Other elements of the income statement are presented in the “non-allocated” column.

 

Inter-segment transactions are evaluated based on normal market conditions.

 

Geographical segments

 

• Activity by origin of sales area


Group activities by origin of sale are broken down into eight geographical areas:

        Metropolitan France

        Benelux

        Europe (excluding France and Benelux)

        Africa

        Middle East, Gulf, India (MEGI)

        Asia-Pacific

        North America 

        Caribbean, West Indies, French Guyana, Indian Ocean, South America (CILA)

 

Only segment revenue is allocated by geographical sales area.

 

 

• Activity by destination


Group activities by destination are broken down into seven geographic areas:

         Metropolitan France

         Europe (excluding France) and North Africa

         Caribbean, West Indies, French Guyana and Indian Ocean

         Africa (excluding North Africa), Middle East

         North America, Mexico

         South America (excluding Mexico)

         Asia and New Caledonia

 

 


6.1. Information by business segment

Year ended December 31, 2016

In € millions

Passenger network

Cargo

Mainte-nance

Transavia

Other

Non allocated

Total

Total sales

20,947

2,086

4,182

1,218

664

-

29,097

Intersegment sales

(1,265)

(17)

(2,348)

-

(623)

-

(4,253)

External sales

19,682

2,069

1,834

1,218

41

-

24,844

EBITDAR (*)

3,348

(210)

439

197

13

-

3,787

EBITDA (*)

2,429

(215)

439

49

12

-

2,714

Income from current operations

1,057

(244)

238

-

(2)

-

1,049

Income from operating activities

1,103

(234)

253

(1)

(5)

-

1,116

Share of profits (losses) of associates

(2)

-

(2)

-

(3)

-

(7)

Net cost of financial debt and other financial income and expenses

-

-

-

-

-

(293)

(293)

Income taxes

-

-

-

-

-

(294)

(294)

Net income from continuing operations

1,101

(234)

251

(1)

(8)

(587)

522

 

 

 

 

 

 

 

 

Depreciation and amortization for the period

(1,249)

(37)

(231)

(40)

(14)

-

(1,571)

Other non-monetary items

(522)

56

2

(300)

(359)

(146)

(1,269)

 

 

 

 

 

 

 

 

Total assets

10,619

814

3,281

637

423

7,158

22,932

Segment liabilities

7,056

557

1,280

435

24

3,834

13,186

Financial debt, bank overdraft and equity

-

-

-

-

-

9,746

9,746

Total liabilities

7,056

557

1,280

435

24

13,580

22,932

Purchase of property, plant and equipment and intangible assets (continuing operations)

1,466

9

285

210

102

-

2,072

(*) See note 4.9 in notes to the consolidated financial statements.

 

The non-allocated assets, amounting to €7.2 billion, mainly concern the financial assets held by the Group. They notably comprise cash and cash equivalents of €3.9 billion, pension assets of €1.5 billion, financial assets of €0.6 billion, deferred tax of €0.3 billion and derivatives of €0.8 billion.

 

The non-allocated segment liabilities, amounting to €3.8 billion, mainly comprise pension provisions for €2.1 billion, a portion of other provisions for €0.3 billion, tax and employee-related liabilities of €1.2 billion and derivatives of €0.2 billion.

 

Financial debts, bank overdrafts and equity are not allocated.

 


 

              • Year ended December 31, 2015 (restated)

 

 

 

 

 

 

 

 

 

In € millions

Passenger network

Cargo

Mainte-nance

Transavia

Other

Non allocated

Total

Total sales

21,972

2,446

3,990

1,100

668

-

30,176

Intersegment sales

(1,431)

(21)

(2,413)

(1)

(621)

-

(4,487)

External sales

20,541

2,425

1,577

1,099

47

-

25,689

EBITDAR (*)

3,016

(196)

453

122

19

-

3,414

EBITDA (*)

2,124

(210)

453

2

18

-

2,387

Income from current operations

842

(245)

214

(35)

4

-

780

Income from operating activities

1,180

(286)

179

10

(3)

-

1,080

Share of profits (losses) of associates

(37)

-

1

-

1

-

(35)

Net cost of financial debt and other financial income and expenses

-

-

-

-

-

(914)

(914)

Income taxes

-

-

-

-

-

(30)

(30)

Net income from continuing operations

1,143

(286)

180

10

(2)

(944)

101

 

 

 

 

 

 

 

 

Depreciation and amortization for the period

(1,247)

(48)

(236)

(29)

(13)

-

(1,573)

Other non-monetary items

(386)

23

(27)

21

(239)

(238)

(846)

 

 

 

 

 

 

 

 

Total assets

10,310

879

2,975

460

475

8,236

23,335

Segment liabilities

6,693

639

1,007

370

111

5,162

13,982

Financial debt, bank overdraft and equity

-

-

-

-

-

9,353

9,353

Total liabilities

6,693

639

1,007

370

111

14,515

23,335

Purchase of property, plant and equipment and intangible assets (continuing operations)

1,245

15

194

86

107

-

1,647

(*)  See note 4.9 in notes to the consolidated financial statements.

 

The non-allocated assets, amounting to €8.2 billion, mainly concern the financial assets held by the Group. They notably comprise cash and cash equivalents of €4 billion, pension assets of €1.8 billion, financial assets of €0.9 billion, deferred tax of €0.7 billion and derivatives of €0.8 billion.

 

The non-allocated segment liabilities, amounting to €5.2 billion, mainly comprise pension provisions for €2 billion, a portion of other provisions for €0.3 billion, tax and employee-related liabilities of €1.2 billion and derivatives of €1.6 billion.

 

Financial debts, bank overdrafts and equity are not allocated.

 

6.2. Information by geographical area

External sales by geographical area

  • Year ended December 31, 2016

 

In € millions

Metropo-

litan France

Benelux

Europe (except France and Benelux)

Africa

Middle-Eastern gulf

India (MEGI)

Asia Pacific

North America

West Indies

Caribbean

Guyana

Indian Ocean

South America

(CILA)

Total

Scheduled passenger

5,710

1,887

4,168

996

495

1,646

2,838

1,109

18,849

Other passenger sales

369

100

161

48

4

95

34

22

833

Total passenger

6,079

1,987

4,329

1,044

499

1,741

2,872

1,131

19,682

Scheduled cargo

302

263

492

131

70

316

174

156

1,904

Other cargo sales

40

15

35

9

9

18

26

13

165

Total cargo

342

278

527

140

79

334

200

169

2,069

Scheduled Transavia

454

645

89

-

8

2

7

1

1,206

Transavia - other sales

5

-

-

-

-

-

6

1

12

Total Transavia

459

645

89

-

8

2

13

2

1,218

Maintenance

1,072

637

23

-

-

1

101

-

1,834

Others

10

29

2

-

-

-

-

-

41

Total

7,962

3,576

4,970

1,184

586

2,078

3,186

1,302

24,844

 

 

 

 

 

 

 

 

 

 

              •      Year ended December 31, 2015 (restated)

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Metropo-

litan France

Benelux

Europe (except France and Benelux)

Africa

Middle-Eastern gulf

India (MEGI)

Asia Pacific

North America

West Indies

Caribbean

Guyana

Indian Ocean

South America

(CILA)

Total

Scheduled passenger

5,823

1,799

4,362

1,051

505

1,957

2,970

1,240

19,707

Other passenger sales

346

144

144

57

5

91

24

23

834

Total passenger

6,169

1,943

4,506

1,108

510

2,048

2,994

1,263

20,541

Scheduled cargo

313

299

617

156

58

412

244

164

2,263

Other cargo sales

30

13

37

9

9

20

24

20

162

Total cargo

343

312

654

165

67

432

268

184

2,425

Transavia

390

647

50

-

4

2

6

-

1,099

Maintenance

943

511

25

-

-

-

98

-

1,577

Others

14

32

-

-

-

-

-

1

47

Total

7,859

3,445

5,235

1,273

581

2,482

3,366

1,448

25,689

Traffic sales by geographical area of destination

 

 

 

 

 

 

 

 

 

                •      Year ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Metropolitan France

Europe

(except France)

North Africa

Caribbean, French Guyana, Indian Ocean

Africa

(except

North Africa)

Middle East

North America, Mexico

South America, except Mexico

Asia,

New

Caledonia

Total

Scheduled passenger

1,827

4,346

1,524

2,556

3,906

1,650

3,040

18,849

Scheduled cargo

2

30

141

406

446

347

532

1,904

Scheduled Transavia

21

1,144

-

40

-

-

-

1,205

Total

1,850

5,520

1,665

3,002

4,352

1,997

3,572

21,958

 

 

 

 

 

 

 

 

 

                •      Year ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Metropolitan France

Europe

(except France)

North Africa

Caribbean, French Guyana, Indian Ocean

Africa

(except

North Africa)

Middle East

North America, Mexico

South America, except Mexico

Asia,

New

Caledonia

Total

Scheduled passenger

1,902

4,538

1,504

2,590

4,036

1,772

3,365

19,707

Scheduled cargo

3

39

141

467

535

398

680

2,263

Transavia

28

1,037

-

34

-

-

-

1,099

Total

1,933

5,614

1,645

3,091

4,571

2,170

4,045

23,069

 

7. EXTERNAL EXPENSES

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Aircraft fuel

4,597

6,183

Chartering costs

424

430

Landing fees and air route charges

1,900

1,947

Catering

445

462

Handling charges and other operating costs

1,565

1,536

Aircraft maintenance costs

2,469

2,372

Commercial and distribution costs

905

896

Other external expenses

1,958

1,942

Total

14,263

15,768

Excluding aircraft fuel

9,666

9,585

 

A portion of external expenses, mainly aircraft fuel and maintenance, is sensitive to fluctuations in the US dollar exchange rate. The hedges covering this currency exposure are presented in note 10.

8. SALARIES AND NUMBER OF EMPLOYEES

Salaries and related costs

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Wages and salaries

5,234

5,295

Pension costs linked to defined contribution plans

580

563

Net periodic pension cost of defined benefit plans

238

294

Social contributions

1,056

1,080

Expenses related to share-based compensation

54

-

Cost of temporary employees

155

160

Other expenses

157

72

Total

7,474

7,464

 

The Group pays contributions to a multi-employer plan in France, the CRPN (public pension fund for crew). This multi-employer plan being assimilated with a French State plan, it is accounted for as a defined contribution plan in “pension costs linked to defined contribution plans”.

 

As of December 31, 2016, the line “Expenses related to share-based compensation” includes an amount of €54 million linked to the CLA agreement concluded in August 2015 between KLM and the pilot union VNV and described in note 30.

 

As of December 31, 2016, the line « Other expenses » includes an amount of €148 million of profit-sharing expenses (against €69 million as of December 31, 2015).

 

Average number of employees

Period from January 1 to December 31

2016

2015

 

 

Restated

Flight deck crew

7,673

7,856

Cabin crew

20,942

21,287

Ground staff

53,560

54,859

Temporary employees

2,427

2,455

Total

84,602

86,457

 


9. AMORTIZATION, DEPRECIATION AND PROVISIONS

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Amortization

 

 

Intangible assets

127

108

Flight equipment

1,234

1,246

Other property, plant and equipment

210

219

 

1,571

1,573

Depreciation and provisions

 

 

Inventories

(9)

(6)

Trade receivables

(9)

6

Risks and contingencies

112

34

 

94

34

Total

1,665

1,607

 

The amortization changes for intangible and tangible assets are presented in notes 18 and 20.

The changes relating to inventories and trade receivables are presented in notes 25, 26 and 27.

 

The movements in provisions for risks and charges are detailed in note 32.

 

10. OTHER INCOME AND EXPENSES

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Capitalized production

767

875

Joint operation of routes

(89)

(87)

Operations-related currency hedges

155

310

Other

9

12

Other income and expenses

842

1,110

 

11. OTHER NON-CURRENT INCOME AND EXPENSES

In € millions

2016

2015

Period from January 1 to December 31

 

 

Modification on pension plans

-

20

Depreciation of assets available for sale

-

(4)

Restructuring costs

(157)

(159)

Disposal of slots

49

230

Disposal of shares available for sale

133

221

Disposals of subsidiaries and affiliates

13

3

Other

8

(6)

Other non-current income and expenses

46

305

 


 

  • Year ended  December 31, 2016

 

Restructuring costs

As of December 31, 2016, these include mainly:

-          €137 million relating to the voluntary departure plans announced by Air France in February 2016 (see note 3.1);

-          €8 million relating to several voluntary departure plans initiated in the other Air France establishments located abroad.

-          €13 million relating to an additional provision for KLM’s restructuring plans.

 

Sale of slots

During the 2016 first half, the Group transferred two pairs of slots at London Heathrow airport to two other airlines. An amount of €49 million has been recorded in respect of this operation as of December 31, 2016.

Disposal of shares available for sale

On December 23, 2016, the Group sold a block of 4.95 million shares in the Spanish company Amadeus IT Holding S.A. ("Amadeus"), representing approximately 1.13 per cent of the company’s share capital. This transaction generated:

-          A positive result on the disposal of the shares amounting to €133 million in the “Other non-current income and expenses” line of the income statement;

-          Cash proceeds of €201 million.


After this operation, the Group still holds 4.95 million Amadeus shares. The value of these shares is completely covered by a hedging transaction concluded in May and June 2016.

Disposal of subsidiaries and affiliates

 

As of December 31, 2016, this includes the impact of:

- the reclassification under “shares available for sales” of two affiliates previously accounted for under the equity method, amounting to a total of €8 million,

- the result on the disposal of the subsidiary Cobalt Ground Solutions Limited, amounting to €5 million. The cash proceeds on this disposal amounts to €15 million.

 

Other

 

As of December 31, 2016, this mainly includes:

-          the positive result relating to the disposal of two lands for a global amount of €13 million,

-          a provision of €7 million for onerous lease contracts of two Boeing B747 aircraft of Martinair.

 

  • Year ended  December 31, 2015

 

Change in pension plans

Following the re-negotiation of the KLM and Transavia Airlines C.V. pension plans for pilots, as of December 31, 2015 the Group booked net income of €20 million in “Other non-current income and expenses”, as described in note 31.3.

 

Restructuring costs

As of December 31, 2015, this line included:

-          a provision of €56 million relating to the voluntary departure plans announced by Air France in February 2015;

-          a provision of €40 million relating to the voluntary departure plan for Martinair pilots;

-          a provision of €31 million relating to the new voluntary departure plan announced by KLM in June 2015.

 

This line also included provisions, amounting to:

-          €22 million relating to the voluntary departure plans announced by HOP! Group within the context of its reorganization and the merger initiated between several Group entities;

-          €11 million relating to several voluntary departure plans initiated in the other Air France and KLM subsidiaries and establishments located abroad.

 

Sale of slots

On October 21, 2015, the Group transferred to Delta Air Lines six pairs of slots at London Heathrow airport in return for a total of €247 million, generating a gain of €230 million.

Disposal of shares available for sale

On January 15, 2015, the Group sold a block of 9,857,202 shares in the Spanish company Amadeus IT Holding S.A. ("Amadeus"), representing approximately 2.2 per cent of the company’s share capital. This transaction generated:

-          A positive result on the disposal of the shares amounting to €218 million in the “Other non-current income and expenses” line of the income statement;

-          Cash proceeds of €327 million.


After this operation, the Group still holds 9.9 million Amadeus shares. The value of these shares was fully hedged in a transaction concluded on November 25, 2014.

12. OTHER FINANCIAL INCOME AND EXPENSES

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Income from marketable securities

12

17

Other financial income

37

45

Financial income

49

62

 

 

 

Loan interests

(183)

(230)

Lease interests

(57)

(68)

Capitalized interests

11

14

Other financial expenses

(80)

(88)

Gross cost of financial debt

(309)

(372)

Net cost of financial debt

(260)

(310)

 

 

 

Foreign exchange gains (losses), net

(105)

(360)

Change in fair value of financial instruments

84

(178)

        Including fuel derivatives

99

(163)

        Including currency derivatives

(4)

(9)

        Including interest rates derivatives

3

(4)

        Including other derivatives

(14)

(2)

Net (charge)/ release to provisions

55

(28)

Other

(67)

(38)

Other financial income and expenses

(33)

(604)

Total

(293)

(914)

 

Net cost of financial debt

 

The financial income mainly consists of interest income and the result on the disposal of financial assets at fair value recorded in the income statement.

As of December 31, 2016 the gross cost of financial debt includes an amount of €22 million corresponding to the difference between the nominal and effective interest rates (after taking into account the equity component) on the OCEANE bonds (versus €36 million as of December 31, 2015).

 

 

Foreign exchange gains (losses)

 

As of December 31, 2016, the foreign exchange losses mainly include :

-          An unrealized currency loss of €47 million on Japanese Yen debt and €21 million on USD debt.

-          An unrealized currency loss of €17 million linked to the revaluation of the US dollar portion of the maintenance provision.

 

As of December 31, 2015, the foreign exchange losses mainly included:

-          An unrealized currency loss on the net debt amounting to €188 million mainly linked to the appreciation in the US dollar, Swiss franc and Japanese yen relative to the euro and also to an additional adjustment in the value of the cash held by the Group in Venezuelan bank accounts to take into account the currency conversion risk, and

-          An unrealized currency loss of €112 million mainly linked to the revaluation of the US dollar portion of the maintenance provisions.


Net (charge) / release to provisions

 

As of December 31, 2016, the Group released to the consolidated income statement the €41 million provision covering the accrued interest on the fine imposed concerning the litigation relating to anti-trust legislation in the air freight industry, as the European commission did not appeal before February 29, 2016 the decision taken by European Court.

 

As of December 31, 2015, the net addition to provisions comprised mainly the constitution of a provision on GOL shares.

 

 

Others

 

As of December 31, 2016, this line comprises the accretion effect on long-term provisions for €59 million.

 

As of December 31, 2015, this line mainly comprised the accretion effect on long-term provisions (€57 million expense) and a €26 million gain on the repurchase by KLM of perpetual subordinated loan stock in Swiss francs.

 

13. INCOME TAXES

13.1. Income tax charge

Current income tax expenses and deferred income tax are detailed as follows:

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

 

 

 

Current tax (expense) / income

(31)

(20)

 

 

 

Change in temporary differences

(99)

189

CAVE impact

3

3

(Use / de-recognition) / recognition of tax loss carry forwards

(167)

(202)

Deferred tax income / (expense) from continuing operations

(263)

(10)

Total

(294)

(30)

 

The current income tax charge relates to the amounts paid or payable in the short term to the tax authorities for the period, in accordance with the regulations prevailing in various countries and any applicable treaties.

 

  • French fiscal group

 

In France, tax losses can be carried forward for an unlimited period. However, there is a limitation on the amount of fiscal loss recoverable each year to 50 per cent of the profit for the period beyond the first million euros. The recoverability of the deferred tax losses corresponds to a period of 7 years, consistent with the Group’s operating visibility.

The Finance law 2017, voted in December, 2016, plans a decrease of the income tax rate from 34.43% to 28.92% applicable to the French fiscal group as from fiscal year 2020. The impact of this change in tax rate was translated by a decrease of the deferred tax asset, and thus a deferred tax charge, of €102 million.

 

  • Dutch fiscal group

 

In The Netherlands, tax losses can be carried forward over a period of 9 years without limitation in the amount of recovery due each year.

 

As of December 31, 2016, the income taxes of the Dutch fiscal group include an amount of €70 positive corresponding to the use of non-recognized fiscal losses. This deferred tax asset on non-recognized fiscal losses concerns the Dutch fiscal group for €65 million and Martinair Company before its entry to the Dutch fiscal group for €5 million. The recoverability of the deferred tax losses corresponds to a period of three years.

 

As of December 31, 2015, some accounting principles in the KLM income tax fiscal unity were changed as a result of which the result for tax purposes increased with €730 million. This decrease in tax losses carried forward was fully offset by an increase in temporary differences.

13.2. Deferred tax recorded in equity (equity holders of Air France-KLM)

 

In € millions

2016

2015

Period from January 1 to December 31

 

 

Treasury shares

2

-

Coupons on Perpetual

13

6

Other comprehensive income that will be reclassified to profit and loss

(352)

(48)

    Assets available for sale

7

12

    Derivatives

(359)

(60)

Other comprehensive income that will not be reclassified to profit and loss

114

(295)

    Pensions

114

(295)

Total

(223)

(337)

 

13.3. Effective tax rate

The difference between the standard and effective tax rate applied in France is detailed as follows:

 

In € millions

2016

2015

Period from January 1 to December 31

 

Restated

Income before tax

823

166

Standard tax rate in France

34.43%

34.43%

Theoretical tax calculated based on the standard tax rate in France

(283)

(56)

Differences in French / foreign tax rates

56

10

Non-deductible expenses or non-taxable income

68

67

Variation in unrecognized deferred tax assets

(20)

(40)

Impact of change in income-tax rate

(102)

-

CAVE impact

(18)

(16)

Other

5

5

Income tax expenses

(294)

(30)

Effective tax rate

35.8%

18.2%

 

For 2016, the tax rate applicable in France is 34.43%. Deferred tax has been calculated on the same basis for amounts that will be used before January 1, 2020 and with a 28.92% rate for those which will be used after this date. The impact of this change in tax rate is presented on the line "impact of change in income-tax rate".

 

The current tax rate applicable in The Netherlands is 25 per cent.

 

 

 

 

13.4. Variation in deferred tax recorded during the period

 

In € millions

January 1, 2016 (Restated)*

Amounts recorded in income statement

Amounts recorded in OCI

Amounts recorded in equity

Change in scope

Reclassification and other

December 31, 2016

Flight equipment

(1,193)

(43)

-

-

-

2

(1,234)

Pension assets

(396)

(19)

101

-

-

(1)

(315)

Financial debt

845

(5)

-

13

-

(4)

849

Deferred revenue on ticket sales

214

(5)

-

-

-

-

209

Debtors and creditors

306

(42)

(359)

-

-

-

(95)

Provisions

248

(15)

13

-

(5)

(4)

237

Others

(346)

33

7

2

4

(1)

(301)

Deferred tax corresponding to fiscal losses

1,013

(167)

-

-

(13)

5

838

Deferred tax asset/ (liability) net

691

(263)

(238)

15

(14)

(3)

188


 

In € millions

January 1, 2015 (Restated)

Amounts recorded in income statement

Amounts recorded in OCI

Amounts recorded in equity

Currency translation adjustment

Reclassification and other

December 31, 2015 (Restated)*

Flight equipment

(1,163)

(30)

-

-

-

-

(1,193)

Pension assets

(297)

(12)

(87)

-

-

-

(396)

Financial debt

763

76

-

6

-

-

845

Deferred revenue on ticket sales

165

49

-

-

-

-

214

Debtors and creditors

365

-

(59)

-

-

 

306

Provisions

344

111

(210)

-

2

1

248

Others

(359)

(2)

13

-

-

2

(346)

Deferred tax corresponding to fiscal losses

1,210

(202)

-

-

1

4

1,013

Deferred tax asset/ (liability) net

1,028

(10)

(343)

6

3

7

691

* See note 2

 

 

 

 

 

 

 

 

  • French fiscal group

 

The deferred taxes recognized on fiscal losses for the French fiscal group amount to €600 million as of December 31, 2016 with a basis of €2,036 million. The total deferred-tax position of the French fiscal group is a net asset of €117 million.

As of December 31, 2015, the deferred taxes recognized on fiscal losses for the French fiscal group stood at €710 million with a basis of €2,062 million.


  • Dutch fiscal group

The deferred taxes recognized on fiscal losses for the Dutch fiscal group amounts to €220 million as of December 31, 2016 versus €274 million as of December 31, 2015 with respective bases of €882 million and €1,107 million.

13.5. Unrecognized deferred tax assets

 

In € millions

December 31, 2016

December 31, 2015

 

Basis

Tax

Basis

Tax

 

 

 

 

 

Temporary differences

807

276

731

248

Tax losses

5,120

1,475

5,105

1,721

Total

5,927

1,751

5,836

1,969

 

 

  • French fiscal group

 

As of December 31, 2016, the cumulative effect on the limitation of deferred tax assets results in the non-recognition of a deferred tax asset amounting to €1,667 million (corresponding to a basis of €5 615 million), of which €1,396 million relating to tax losses and €271 million relating to temporary differences (non-recognition of deferred tax assets relating to restructuring provisions and pensions).

 

As of December 31, 2015, the cumulative effect on the limitation of deferred tax assets resulted in the non-recognition of a deferred tax asset amounting to €1,827 million (corresponding to a basis of €5,306 million), of which €1,586 million relating to tax losses and €241 million relating to temporary differences (non-recognition of deferred tax assets relating to restructuring provisions and pensions).

 

  • Dutch fiscal group

 

As of December 31, 2016, the cumulative effect on the limitation of deferred tax assets resulted in the non-recognition of a deferred tax asset amounting to €17 million (corresponding to a basis of €68 million), entirely constituted of tax losses.

 

 

Other unrecognized deferred tax assets mainly correspond to a portion of the tax loss carry forward by Air France and KLM subsidiaries, not belonging to the fiscal groups, in particular some in the United Kingdom.

14. NET INCOME FROM DISCONTINUED OPERATIONS

In € millions

Period from January 1 to December 31

2016

2015

Restated

Net result of Servair Group

Disposals of subsidiaries and affiliates

Revaluation of investments in equity associates

13

123

134

26

-

-

Net income from discontinued operations

270

26

 


 

Net result of Servair Group

 

As of December 31, 2016 and 2015, the Servair Group result (see note 2 and 3.1), after intercompany eliminations is detailed as follows:

 

In € millions

Period from January 1 to December 31

2016

2015

Restated

Revenues

402

371

EBITDAR

EBITDA

56

56

60

60

Income from current operations

50

36

Non current item

(7)

(1)

Income from operating activities

43

35

Financial Income

2

(1)

Income before tax

45

34

Income taxes

(21)

(13)

Share of profits (losses) of associates and minority interests

(11)

5

Net income from discontinued operations

13

26

 

Disposals of subsidiaries and affiliates

 

Following the acquisition of gategroup by HNA on December 22, 2016, Air France and gategroup finalized the agreement for the sale to gategroup of 49.99% of Servairs’ share capital. The gain realized amounts to €123 million. The cash received amounts to €218 million.

Revaluation of investments in equity associates

At the conclusion of this transaction, the operational control of Servair was transferred to gategroup in application of the governance planned in the agreements between Air France and gategroup. As a consequence, the Servair group is consolidated according to the equity method since December 30, 2016. In accordance with IFRS 10, the kept shares of Servair have been revaluated at their fair value. The impact of the revaluation amounts to € 134 million positive.

15. ASSETS HELD FOR SALE AND LIABILITIES RELATED TO ASSETS TO BE DISPOSED

 

  • Year ended December 31, 2015

 

As of December 31, 2015, the line "Assets held for sale" includes the fair value of eight aircraft held for sale for a total amount of €4 million.


16. EARNINGS PER SHARE

16.1 Income for the period – Equity holders of Air France-KLM per share

Reconciliation of income used to calculate earnings per share

The results used to calculate earnings per share are as follows:


 

  • Results used for the calculation of basic earnings per share:

 

In € millions

2016

2015

As of December 31

 

Restated

Net income for the period – Equity holders of Air France-KLM

792

118

Net income from continuing operations – Equity holders of Air France – KLM

522

92

Net income from discontinued operations – Equity holders of Air France – KLM

270

26

Coupons on perpetual

(25)

(18)

Basic net income for the period – Equity holders of Air France-KLM

767

100

Basic net income from continuing operations – Equity holders of Air France – KLM

497

74

Basic net income from discontinued operations – Equity holders of Air France – KLM

270

26

 

 

  • Results used for the calculation of diluted earnings per share:

 

In € millions

2016

2015

As of December 31

 

Restated

Basic net income for the period – Equity holders of Air France-KLM

812

118

Basic net income for the period for continuing operations – Equity holders of Air France-KLM

542

92

Basic net income for the period for discontinued operations – Equity holders of Air France-KLM

270

26

Consequence of potential ordinary shares on net income: interests paid on convertible bonds (after tax)

(25)

(18)

Net income for the period – Equity holders of Air France-KLM (taken for calculation of diluted earnings per share)

787

100

 

Since the perpetual subordinated loan is considered to be preferred shares, the coupons are included in basic earnings per share.

Reconciliation of the number of shares used to calculate earnings per share

As of December 31

2016

2015

Weighted average number of:

 

 

- Ordinary shares issued

300,219,278

300,219,278

- Treasury stock held regarding stock option plan

(1,116,420)

(1,116,420)

- Other treasury stock

(2,877,251)

(3,040,345)

Number of shares used to calculate basic earnings per share

296,225,607

296,062,513

OCEANE conversion

53,386,532

-

Number of ordinary and potential ordinary shares used to calculate diluted earnings per share

349,612,139

296,062,513

 


 

16.2 Non-dilutive instruments

The Air France-KLM Group held no non-dilutive instruments as of December 31, 2016.

 

16.3 Instruments issued after the closing date

No instruments were issued subsequent to the closing date.

 

17. GOODWILL

17.1 Detail of consolidated goodwill

In € millions

2016

2015

As of December 31

Gross value

Impairment

Net value

Gross value

Impairment

Net value

Passenger network

195

-

195

195

-

195

Cargo

1

-

1

1

-

1

Maintenance

26

(5)

21

25

(4)

21

Other

1

-

1

31

(1)

30

Total

223

(5)

218

252

(5)

247

 

17.2 Movement in net book value of goodwill

In € millions

2016

2015

As of December 31

Opening balance

247

243

Change in scope

(30)

2

Currency translation adjustment

1

2

Closing balance

218

247

18. INTANGIBLE ASSETS

In € millions

Trademarks and slots

Customer relationships

Other intangible assets

Total

 

 

 

 

 

Gross value

 

 

 

 

Amount as of December 31, 2014

297

109

1,270

1,676

Additions

-

-

174

174

Disposals

(17)

-

(74)

(91)

Reclassification

-

-

(2)

(2)

Amount as of December 31, 2015

280

109

1,368

1,757

Additions

-

-

210

210

Change in scope

-

-

(29)

(29)

Disposals

-

-

(53)

(53)

Reclassification

-

-

-

-

Amount as of December 31, 2016

280

109

1,496

1,885

 

 

 

 

 

Depreciation

 

 

 

 

Amount as of December 31, 2014

(4)

(106)

(557)

(667)

Charge to depreciation

(1)

(1)

(109)

(111)

Releases on disposals

-

-

36

36

Reclassification

-

-

3

3

Amount as of December 31, 2015

(5)

(107)

(627)

(739)

Charge to depreciation

(1)

(1)

(125)

(127)

Releases on disposals

-

-

32

32

Change in scope

-

-

19

19

Reclassification

-

-

(4)

(4)

Amount as of December 31, 2016

(6)

(108)

(705)

(819)

 

 

 

 

 

Net value

 

 

 

 

As of December 31, 2015

275

2

741

1,018

As of December 31, 2016

274

1

791

1,066

Including:

 

 

 

 

Passenger network

263

 

 

 

Other

5

 

 

 

Maintenance

5

 

 

 

Cargo

1

 

 

 

 

The intangible assets mainly comprise:

-          The KLM and Transavia brands and slots (takeoff and landing) acquired by the Group as part of the acquisition of KLM. These intangible assets have an indefinite useful life as the nature of the assets means that they have no time limit;

-          Software and capitalized IT costs.

19. IMPAIRMENT

  • Year ended December 31, 2016

 

Concerning the methodology followed for the impairment test, the Group has allocated each item of goodwill and each intangible fixed asset with an indefinite useful life to Cash Generating Units (CGU), corresponding to its business segments (see “Accounting Policies”).

The recoverable value of the CGU assets (other than cargo) has been determined by reference to their value in use as of December 31, 2016. The tests were realized for all the CGUs on the basis of a three-year Group plan, approved by the management.

 

The recoverable value of the cargo CGU assets has been determined by reference to their market value, based on appraiser valuations, for both the aeronautical and other tangible assets. All the depreciations historically booked on the tangible assets of this CGU have been progressively reversed with the relating fleet disposal.

The recoverable value of the cargo CGU being determined by reference to their market value, a US dollar sensitivity does exist. A decrease of the dollar compared to euro amounting to 20% would not have any impact on the value of the cargo CGU valued as of December 31, 2016.

The discount rate used for the test corresponds to the Group’s weighted average cost of capital (WACC). This stood at 7.0 per cent as at December 31, 2016 versus 7.1 per cent as at December 31, 2015.

 

After the aforementioned test, no impairment was recognized on the Group’s other CGUs.

 

A 50-basis point increase in the WACC would have no impact on the tests results per Group’s CGUs as of December 31, 2016. A 50-basis point decrease in the long-term growth rate would also have no impact on the value of the CGUs as of the same date. The same holds true for a 50-basis point decrease in the target operating margin.

 

  • Year ended December 31, 2015

 

As of December 31, 2015, no impairment was recognized on the Group's CGUs.

 

20. TANGIBLE ASSETS

In € millions

Flight equipment

Other tangible assets

Total

 

Owned aircraft

Leased aircraft

Assets in progress

Other

Total

Land and buildings

Equipment and machinery

Assets in progress

Other

Total

 

Gross value

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

8,350

6,883

543

2,296

18,072

2,805

1,368

135

907

5,215

23,287

Acquisitions

163

129

1,110

86

1,488

44

38

94

15

191

1,679

Disposals

(621)

(111)

(4)

(191)

(927)

(5)

(19)

(7)

(32)

(63)

(990)

Change in scope

-

-

-

-

-

5

5

1

2

13

13

Fair value

-

-

(112)

-

(112)

-

-

-

-

-

(112)

Reclassification

981

(162)

(1,024)

166

(39)

40

(86)

(140)

163

(23)

(62)

Currency translation

-

-

-

-

-

1

4

-

1

6

6

Impairment

(4)

-

-

-

(4)

(1)

-

-

-

(1)

(5)

As of December 31, 2015

8,869

6,739

513

2,357

18,478

2,889

1,310

83

1,056

5,338

23,816

Acquisitions

225

8

1,375

118

1,726

5

42

117

28

192

1,918

Disposals

(1,184)

(158)

(1)

(242)

(1,585)

(33)

(111)

(1)

(41)

(186)

(1,771)

Change in scope

-

-

-

-

-

(159)

(60)

(4)

(127)

(350)

(350)

Fair value

-

-

(16)

-

(16)

-

-

-

-

-

(16)

Reclassification

963

67

(1,255)

158

(67)

21

31

(80)

5

(23)

(90)

Currency translation

-

-

-

-

-

(2)

-

-

-

(2)

(2)

As of December 31, 2016

8,873

6,656

616

2,391

18,536

2,721

1,212

115

921

4,969

23,505

Depreciation

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

(5,371)

(2,936)

-

(1,037)

(9,344)

(1,723)

(1,003)

-

(739)

(3,465)

(12,809)

Charge to depreciation

(673)

(423)

-

(123)

(1,219)

(124)

(70)

-

(44)

(238)

(1,457)

Releases on disposal

580

111

-

126

817

5

17

-

25

47

864

Change in scope

-

-

-

-

-

(1)

(3)

-

(2)

(6)

(6)

Reclassification

(400)

401

-

10

11

17

89

-

(110)

(4)

7

Currency translation

-

-

-

-

-

-

(2)

-

-

(2)

(2)

As of December 31, 2015

(5,864)

(2,847)

-

(1,024)

(9,735)

(1,826)

(972)

-

(870)

(3,668)

(13,403)

Charge to depreciation

(572)

(460)

-

(144)

(1,176)

(110)

(67)

-

(33)

(210)

(1,386)

Releases on disposal

1,134

158

-

142

1,434

30

48

-

40

118

1,552

Change in scope

-

-

-

-

-

119

44

-

94

257

257

Reclassification

(505)

514

-

51

60

4

9

-

-

13

73

Currency translation

-

-

-

-

-

1

-

-

-

1

1

As of December 31, 2016

(5,807)

(2,635)

-

(975)

(9,417)

(1,782)

(938)

-

(769)

(3,489)

(12,906)

Net value

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

3,005

3,892

513

1,333

8,743

1,063

338

83

186

1,670

10,413

As of December 31, 2016

3,066

4,021

616

1,416

9,119

939

274

115

152

1,480

10,599

 

Aeronautical assets under construction mainly comprise advance payments, engine maintenance work in progress and aircraft modifications.

 

Note 39 details the amount of pledged tangible assets.

 

Commitments to property purchases are detailed in notes 38 and 39.

 

The net book value of tangible assets financed under capital lease amounts to €4,356 million as of December 31, 2016 versus €4,373 million as of December 31, 2015.

 

21. CAPITAL EXPENDITURES

The detail of capital expenditures on tangible and intangible assets presented in the consolidated cash flow statements is as follows:

In € millions

2016

2015

As of December 31

 

Restated

Acquisition of tangible assets

1,915

1,526

Acquisition of intangible assets

210

174

Accounts payable on acquisitions and capitalized interest

(53)

(53)

Subtotal

2,072

1,647

Acquisition linked to the discontinued operations

-

(19)

Total

2,072

1,628

 

22. EQUITY AFFILIATES

Movements over the period

 

The table below presents the movement in investments in associates and joint ventures:

 

In € millions

Passenger Network

Maintenance

Servair Group

Other

Total

Carrying value of share in investment as of December 31, 2014

30

43

41

25

139

Share in net income of equity affiliates

(37)

1

5

1

(30)

Distributions

-

-

(2)

-

(2)

Change in consolidation scope

-

3

(2)

2

3

Other variations

2

-

-

-

2

Currency translation adjustment

2

1

3

-

6

Carrying value of share in investment as of December 31, 2015

(3)

48

45

28

118

Share in net income of equity affiliates

(5)

(1)

-

4

(2)

Distributions

-

-

-

(5)

(5)

Change in consolidation scope

-

-

(44)

-

(44)

Other variations

7

2

218

(5)

222

Capital increase

-

-

-

3

3

Currency translation adjustment

1

-

(1)

-

-

Carrying value of share in investment as of December 31, 2016

-

49

218

25

292

 


 

Passenger network

 

As of December 31, 2016 and 2015, the equity affiliates in the Passenger business mainly concerned Kenya Airways, a Kenyan airline based in Nairobi over which the Group exercises a significant influence.

The financial statements of Kenya Airways as of March 31, 2016 include revenues of €1,041 million, a net result of €(235) million, equity of €(314) million and a total balance sheet of €1,393 million.

The market value of the shares in this listed company amounts to €21 million as of December 31, 2016.

Given the net equity position of this entity, the carrying amount of the Kenya Airways shares is zero as of December 31, 2016.

 

Maintenance

 

As of December 31, 2016 and 2015, the equity affiliates in the maintenance business mainly comprise joint venture partnerships entered into by the Group to develop its maintenance activities worldwide. These partnerships, for which the country localizations and the percentages of interest are presented in note 43.2, have been concluded either with airlines or with independent players in the maintenance market.  

 

Servair Group

 

The Servair Group is the first French company of aviation catering. With about 45 establishments in 26 countries and approximately 9,500 employees, Servair has a leading position in Paris and in Africa. Servair counts approximately 120 air carrier customers worldwide and proposes a set of services grouped around three core businesses: the catering during flight and collective, the airport services and additional services as the engineering and the integration of services.

 

As of December 31 2015, the Servair company being controlled by Air France, the investments in equity associates corresponded to joint-ventures partnerships concluded within the framework of the world development of the catering activity of the Servair Group.

 

In March 2016, Air France was engaged in a process of share capital opening of the Servair Group. Since this date, Servair and its subsidiaries were presented as discontinued activities according to IFRS 5 standard “Non-current Assets Held for Sale and Discontinued Operations”.

Following the acquisition of gategroup by HNA on December 22, 2016, Air France and gategroup finalized the agreement for the sale to gategroup of 49.99% of the Servair share capital. At the conclusion of this transaction, the operational control of Servair was transferred to gategroup in application of the governance planned in the agreements between Air France and gategroup. As a consequence, the Servair group is consolidated according to the equity method since December 30, 2016.

 

Movements of the investments in equity associates occurred during the year 2016 correspond:

  • On one hand to the exit of the investments in equity associates directly or indirectly held by Servair at the time of the classification in discontinued activities for an amount of €(44) million
  • On the other hand to the reclassification of the kept shares by the Group in the capital of Servair at the time of the transfer of the control to gategroup. According to the standard IFRS 10, the Servair shares were revalued at their fair value. This one was determined on the basis of the value of the transaction. It amounts to €218 million.


 

The simplified financial statements of the Servair Group as of December 31 2016 are as follows:

 

Simplified income statement

 

In € millions

Period from January 1 to December 31

2016

Sales

824

Income from current operations

34

Non-current items

(8)

Income from operating activities

26

Financial result

2

Income before tax

28

Income taxes

(21)

Share of profits (losses) of associates and non-controlling interests

(11)

Net result

(4)

 

Simplified balance sheet

 

Asset

In € millions

December 31, 2016

Non-current asset

Current asset

200

250

Total asset

450

 

Liabilities and equity

In € millions

December 31, 2016

Equity

Non-current liability

Current liability

194

73

183

Total liabilities and equity

450

 

 

Other

 

As of December 31, 2016 and 2015, the equity affiliates in the Group’s other businesses are mainly joint venture partnerships entered into by the Group in airport business. The localizations of the activities and the percentages of interest in these partnerships are presented in note 43.2.

 

23. PENSION ASSETS

In € millions

2016

2015

As of December 31,

 

 

Opening balance

1,773

1,409

Net periodic pension (cost) / income for the period

(111)

(159)

Contributions paid to the funds

170

190

Reclassification

-

(25)

Fair value revaluation

(370)

358

Closing balance

1,462

1,773

 

The detail of these pension assets is presented in note 31.

Further to a renegotiation of the pilot pension plan in KLM, the Group accounted for a non-current expense of €(25) million as of December 31, 2015.

 

24. OTHER FINANCIAL ASSETS

 

In € millions

2016

2015

As of December 31

 

Current

Non-current

Current

Non-current

Financial assets available for sale

 

 

 

 

Available shares

-

29

-

29

Shares secured

-

214

-

403

 

 

 

 

 

Assets at fair value through profit and loss

 

 

 

 

Marketable securities

38

15

406

60

Cash secured

50

-

411

-

 

 

 

 

 

Loans and receivables

 

 

 

 

Financial lease deposit (bonds)

19

279

-

204

Financial lease deposit (others)

9

327

131

322

Loans and receivables

14

222

19

229

Gross value

130

1,086

967

1,247

 

 

 

 

 

Impairment at opening date

-

(23)

-

(21)

New impairment charge

-

(9)

-

(2)

Reversal

-

5

-

-

Variation on scope

-

4

-

-

Other

-

1

-

-

Impairment at closing date

-

(22)

-

(23)

 

 

 

 

 

Total

130

1,064

967

1,224

 

 

Financial assets available for sale

 

 In € millions

 

Fair Value

%  interest

Stockholder’s equity

Net income

Stock price (in €)

Closing date

As of December 31, 2016

 

 

 

 

 

 

Amadeus (*)

214

1.11%

NA(**)

NA(**)

-

December 2016

Alitalia CAI

-

1.00%

NA(**)

NA(**)

NA(***)

December 2016

Other

29

-

-

-

-

-

Total

243

 

 

 

 

 

As of December 31, 2015

 

 

 

 

 

 

Amadeus (*)

403

2.21%

2 297

684

40.69

December 2015

Alitalia CAI

-

1.04%

(225)

(287)

NA(***)

December 2015

Other

29

-

-

-

-

-

Total

432

 

 

 

 

 

(*) Listed company

(**)  Non-available

(***)  Non-applicable

On December 23, 2016, the Group sold a block of 4.95 million shares in the Spanish company Amadeus IT Holding S.A. (“Amadeus”), representing approximately 1.13 per cent of the capital of the company (see note 3.).

After this transaction, the Group still holds 4.95 million Amadeus shares. The value of these shares is fully covered by a hedging transaction concluded on May and June 2016 (see note 36.1).

 

On January 15, 2015, the Group sold a block of 9,857,202 shares in the Spanish company Amadeus IT Holding S.A. (“Amadeus”), representing approximately 2.2 per cent of the capital of the company.

After this transaction, the Group still held 9.9 million Amadeus shares. The value of these shares was fully covered by a hedging transaction concluded on November 2014.

 

 

Assets at fair value through profit and loss


The assets at fair value through profit and loss mainly comprise shares in mutual funds that are not classified as “cash equivalents” and cash pledged.  

 

Loans and receivables

 

Loans and receivables mainly include deposits on flight equipment made within the framework of operational and capital leases.

 

 

Transfer of financial assets that are not derecognized in their entirety

 

Transfer of receivables agreement

 

The Group entered into a loan agreement secured by Air France’s 1 per cent housing loans. For each of the CILs (Comités Interprofessionnels du Logement), Air France and the bank concluded, in July 2012, a tripartite receivables delegation agreement with reference to the loan agreement. Through this agreement, the CILs commit to repay the bank directly on each payment date. These are imperfect delegations: in the event of non-repayment by the CILs, Air France remains liable to the bank for repayments of the loan and interest. 

As of December 31, 2016, the amount of transferred receivables stood at €106 million (versus €108 million as of December 31, 2015). The associated loan stood at €81 million as of December 31, 2016 and 2015).

 

Loan of shares agreement

 

In May and June 2016, the Group entered into a loan of shares agreement on Amadeus shares. This loan was linked to the hedging transaction to protect the value of Amadeus shares. The entire 1.11 per cent of Amadeus shares is covered by this hedge contract.

 

 

Transfer of financial assets that are derecognized in their entirety

 

Since 2011, the Group has established non-recourse factoring agreements concerning passenger, cargo and airline trade receivables. These agreements apply to receivables originating in France and other European countries for a total transferred amount of €193 million as of December 31, 2016, against €233 million as of December 31, 2015.

The Group retains the risk of dilution regarding these transferred assets for which guarantees have been secured for €15 million as of December 31, 2016 and 2015.

 

At the end of December 2016, the Group concluded a non-recourse cash transfer by way of discount on the entire Receivable Tax Credit for Competitiveness Employment (CICE) 2016 with a bank for a notional amount of €53 million versus €63 million as of December 31, 2015. Since the assignment agreement transfers substantially all the risks and rewards of the debt to the bank, the debt has been derecognized in full.


25. INVENTORIES

 

In € millions

2016

2015

As of December 31

Aeronautical spare parts

591

544

Other supplies

117

135

Production work in progress

11

16

Gross value

719

695

Opening valuation allowance

(162)

(165)

Charge to allowance

(9)

(18)

Use of allowance

18

22

Currency translation adjustment

-

(1)

Reclassification

-

(1)

Closing valuation allowance

(153)

(163)

 

 

 

Net value of inventory

566

532

 

26. TRADE ACCOUNTS RECEIVABLES

In € millions

2016

2015

As of December 31

Airlines

354

445

Other clients:

 

 

      * Passenger network

659

641

      * Cargo

283

329

      * Maintenance

598

430

      * Other

59

60

Gross value

1,953

1,905

Opening valuation allowance

(105)

(98)

Charge to allowance

(9)

(25)

Use of allowance

18

17

Change of scope

10

-

Currency translation adjustment

(1)

(2)

Reclassification

2

3

Closing valuation allowance

(85)

(105)

 

 

 

Net value

1,868

1,800

 


27. OTHER ASSETS

 

In € millions

2016

2015

As of December 31

 

Current

Non-current

Current

Non-current

Suppliers with debit balances

143

-

105

-

State receivables (including income tax)

115

-

118

-

Derivative instruments

396

404

480

291

Prepaid expenses

173

-

128

-

Other debtors

279

44

310

4

Gross value

1,106

448

1,141

295

 

 

 

 

 

Opening valuation allowance

(3)

-

(6)

-

Charge to allowance

-

-

(1)

-

Use of allowance

-

-

4

-

Variation de périmètre

2

-

-

-

Closing valuation allowance

(1)

-

(3)

-

 

 

 

 

 

Net value

1,105

448

1,138

295

 

As of December 31, 2016, non-current derivatives include €54 million relating to currency hedges on financial debt, against €37 million as of December 31, 2015.

As of December 31, 2016, current derivatives include €3 million relating to currency hedges on financial debt, against €4 million as of December 31, 2015.

 

28. CASH, CASH EQUIVALENTS AND BANK OVERDRAFTS

In € millions

2016

2015

As of December 31

Liquidity funds (SICAV) (assets at fair value through profit and loss)

1,856

1,085

Bank deposits and term accounts (assets at fair value through profit and loss)

1,349

1,261

Cash in hand

733

758

Total cash and cash equivalents

3,938

3,104

Bank overdrafts

(5)

(3)

Cash, cash equivalents and bank overdrafts

3,933

3,101

 

29. EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF AIR FRANCE-KLM SA

29.1 Issued capital

As of December 31, 2016, the issued capital of Air France-KLM comprised 300,219,278 fully paid-up shares. Each share with a nominal value of one euro is entitled to one vote. However, since April 3, 2016, shareholders who have owned their shares for at least two years benefit from double voting rights.


 

The change in the number of issued shares is as follows:

 

In number of shares

2016

2015

As of December 31

At the beginning of the period

300,219,278

300,219,278

Issuance of shares for OCEANE conversion

-

-

At the end of the period

300,219,278

300,219,278

Of which:  - number of shares issued and paid up

300,219,278

300,219,278

                   - number of shares issued and not paid up

-

-

 

The shares comprising the issued capital of Air France-KLM are subject to no restrictions or priorities concerning dividend distribution or reimbursement of the issued capital.

Authorized stock

The Combined Ordinary and Extraordinary Shareholders’ Meeting of May 21, 2015 authorized the Board of Directors, for a period of 26 months from the date of the Meeting, outside the context of public tender offers, to issue shares and/or other securities conferring immediate or future rights to Air France-KLM’s capital limited to a total maximum nominal amount of €150 million.

Breakdown of the share capital and voting rights

The breakdown of the share capital and voting rights is as follows:

 

 

% of capital

% of voting rights

As of December 31

2016

2015

2016

2015

French State

18

18

27

18

Employees and former employees

6

7

10

7

Treasury shares

-

1

-

-

Other

76

74

63

75

Total

100

100

100

100

 

The line “Employees and former employees” includes the shares held by employees and former employees identified in the “Fonds Communs de Placement d’Entreprise (FCPE)”.

Other securities giving access to common stock

OCEANE

See note 33.2.

29.2 Additional paid-in capital

Additional paid-in capital represents the difference between the nominal value of equity securities issued and the value of contributions in cash or in kind received by Air France-KLM.


29.3 Treasury shares

 

 

Treasury shares

 

Number

In € millions

 

 

 

December 31, 2014

4,179,804

(86)

Change in the period

(30,209)

1

December 31, 2015

4,149,595

(85)

Change in the period

(3,000,392)

18

December 31, 2016

1,149,203

(67)

 

All the treasury shares are classified as a reduction of equity.

 

29.4 Perpetual subordinated bond

In order to consolidate its financial structure during the Perform 2020 implementation period, in early April 2015 the Group issued a perpetual subordinated bond for a total amount of €600 million. These securities, which have no maturity date and bear an annual coupon of 6.25 per cent, have a first repayment option in October 2020, at the issuer’s discretion. They are classified as equity, in accordance with the IFRS rules. The loan is subordinated to all other existing and future Air France-KLM debts.

On October 3, 2016, Air France-KLM disbursed coupons of €38 million relating to this instrument.

 

29.5 Reserves and retained earnings

In € millions

December 31,

December 31,

2016

2015

Legal reserve

70

70

Distributable reserves

176

301

Pension defined benefit reserves

(3,094)

(2,660)

Derivatives reserves

102

(736)

Available for sale securities reserves

161

289

Other reserves

(727)

(943)

Net income (loss) – Group share

792

118

Total

(2,520)

(3,561)

 

As of December 31, 2016, the legal reserve of €70 million represents 23 per cent of Air France-KLM’s issued capital. French company law requires that a limited company (société anonyme) allocates 5 per cent of its unconsolidated statutory net income each year to this legal reserve until it reaches 10 per cent of the Group’s issued capital. The amount allocated to this legal reserve is deducted from the distributable income for the current year.

The legal reserve of any company subject to this requirement may only be distributed to shareholders upon liquidation of the company.


30. SHARE-BASED COMPENSATION

The Air France-KLM Group has no significant stock option plan or share-based plan with settlement in cash (Phantom Performance Shares) index-linked to the change in the Air France-KLM share price as of December 31, 2016 and December 31, 2015 (see section 1 of the Reference Document).

 

Following the CLA agreement concluded in August 2015 between KLM and the pilot union VNV, Air France-KLM and KLM reached an agreement on December 8, 2016 with the VNV and the independent foundation for KLM pilots formed by the VNV. Within the framework of this agreement, the Group recorded a €54 million cost in "Expenses related to share-based compensation" relative to the years 2015 and 2016.

Under this agreement, and in consideration for the August 2015 agreement, KLM financed on December 12, 2016 the acquisition at market price of 3 million of Air France-KLM treasury shares, representing around 1% of the Air France-KLM’s share capital by the foundation, and will transfer a cash amount to the foundation of about €12 million for the purpose of the foundation acquiring Air France-KLM shares on the market.

 

31. RETIREMENT BENEFITS

 

In €  millions

Retirement benefits

Amount as of December 31, 2014

2,119

Of which:  Non-current

2,119

New provision

94

Use of provision

(77)

Fair value revaluation

(135)

Currency translation adjustment

17

Reclassification

(23)

Amount as of December 31, 2015

1,995

Of which:  Non-current

1,995

New provision

126

Use of provision

(67)

Fair value revaluation

177

Currency translation adjustment

(21)

Reclassification

(47)

Amount as of December 31, 2016

2,119

Of which:  Non-current

2,119

 

As of December 31, 2016, a curtailment of the pension plan at Air France and its regional subsidiaries is made, amounting to €46 million, within the framework of the voluntary departure plan and has been recorded to ”Other non-current income and expenses” (see note 11). As of December 31, 2015, this amount stood at €22 million.

 

 

31.1 Characteristics of the main defined benefit plans

 

The Group has a large number of retirement and other long-term benefit plans for its employees, several of which are defined benefit plans. The specific characteristics (benefit formulas, funding policies and types of assets held) of the plans vary according to the regulations and laws in the particular country in which the employees are located.


 

Pension plan related to KLM flight deck crew – The Netherlands

 

The pension plan related to the flight deck crew in the KLM entity is a defined benefit plan based on average salary with a reversion to the spouse on the beneficiary’s death. Until July 2016 the age of retirement defined in the plan is 56 years old. As of July 2016 the retirement age for pension accrual will gradually increase to 58 years. Implementation of the increase is phased in four steps of a half year starting July 2016. As of July 2019 the retirement will be 58 years for all members.

The Board of the pension fund is composed of members appointed by the employer and employees. The board is full responsible for the execution of the plan. KLM can only control the financing agreement between KLM and the pension fund. The financing agreement is part of the Collective Labor Agreement between KLM and the Unions.

 

To satisfy the requirements of the Dutch regulations and the rules set between the employer and the board of the pension fund, the plan imposes a mandatory funding level of approximately 123% to 125% of the projected long-term obligation. The projection of these commitments is calculated according to local funding rules. The mandatory funding ratio is based on the new Financial Assessment Framework (nFTK) applicable as per January 1, 2015. The impact of the nFTK amongst others resulted in higher minimum required solvency levels. On the other hand pension funds have more time to recover from immediate and material shortages through a rolling 10 year recovery plan that also includes projected future return on investments.

 

Based on the criteria under the Dutch Pension Law, as set by the Dutch Central Bank, the funding ratio of the Cockpit Crew pension fund is 114.6 per cent as of December 31, 2016 versus 122.9 per cent as of December 31, 2015.

 

If the coverage ratio is under the funding ratio detailed above, the pension fund is required to implement a recovery plan that aims for compliance with the 125 per cent threshold within 10 years and includes projected future returns on investment. If the threshold cannot be realized within 10 years (transitionary period of 12 years as from 2015) additional contributions are payable by the company and the employees. Nevertheless in case of unconditional indexation and of a coverage under the funding ratio, no extension of time is given to reach the required funding ratio. The pension plan related to KLM flight deck crew is under a specific funding agreement (STROT agreement) which warranties unconditionally the financing of the indexation for the pre-2007 rights.

The amount of regular and additional employer contributions is not limited. The employee contributions cannot be increased in the event of non-compliance with these minimum funding rules.

The decrease in discount rates during the year 2016 has involved the decrease in the funding ratio. This funding-ratio decrease could bring KLM to have to pay a very significant exceptional contribution without possibility of spreading. In December 2016, KLM and the pilots Union VNV came to a funding agreement concerning indexation for the year 2017. This agreement indicates that KLM and the pilots Union VNV must agree on a new de-risked pension plan in 2017 and that KLM could have to pay a maximum €94 million contribution according to the future agreement. An agreement on a de-risked pension plan could lead to derecognizing the pension asset linked to the KLM flight deck crew pension plan.in 2017.

A reduction in the employer contribution is possible if the indexation of pensions is fully funded. This reduction is not limited and can be performed either by a reimbursement of contributions, or by a reduction in future contributions. Given the new Dutch fiscal rules, amongst others, a maximum pensionable salary of EUR 100,000 and lower future accrual rate are applicable since 2015.

 

The return on plan assets, the discount rate used to value the commitments and the longevity and characteristics of the active population are the main factors that impact the coverage ratio and could lead to a risk of additional contributions for KLM on the long term.

 

The funds, fully dedicated to the KLM Group companies, are mainly invested in bonds, equities and real estate. The management of most assets is outsourced to a private institution, under a service contract.

 

The required funding of this pension plan also includes a buffer against the following risks: interest rate risks, equity risks, currency risks, credit risks, actuarial risks and real estate risks.

 

Pension plan related to KLM ground staff – The Netherlands

 

The pension plan related to the ground staff of the KLM entity is a defined benefit plan based on average salary with reversion to the spouse on the beneficiary’s death. The age of retirement defined in the plan is 67 years.

 

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. KLM can only control the financing agreement between KLM and the pension fund. The financing agreement is part of the Collective Labor Agreement between KLM and the Unions/Works Council.

 

To satisfy the requirements of Dutch regulations and rules set between the employer and the board of the pension fund, the plan imposes a mandatory funding level of approximately 125 per cent of the projected long-term obligation. The projection of these commitments is calculated according to local funding rules. The mandatory funding ratio is based on new Financial Assessment Framework (nFTK) applicable as per January 1, 2015. The impact of nFTK amongst others resulted in higher minimum required solvency levels. On the other hand pension funds have more time to recover from immediate and material shortages through a rolling 10 year recovery plan that also includes projected future return on investment. As a consequence the existing recovery plan for the Ground Staff plan has been updated as per July 1, 2015.

 

Based on the criteria under the Dutch Pension Law, as set by the Dutch Central Bank, the funding ratio of the Ground Staff pension fund is 103.4 per cent as of December 31, 2016 versus 111.1 per cent as of December 31, 2015.

 

If the coverage ratio is under the funding ratio detailed above, the pension fund is required to implement a recovery plan that aims for compliance with the 125 per cent threshold within 10 years and includes projected future returns on investment. If the threshold cannot be realized within 10 years (transitionary period of 12 years as from 2015) additional contributions are payable by the company and the employee. The amount of regular and additional employer contributions is not limited. Any additional employee contributions are limited to 2 per cent of the pension basis.

A reduction in contributions is possible if the indexation of pensions is fully funded. This reduction is not limited and can be performed either by a reimbursement of contributions, or by a reduction in future contributions. Given the new Dutch fiscal rules, amongst others, a maximum pensionable salary of EUR 100,000 and lower future accrual rate are applicable since 2015.

 

The return on plan assets, the discount rate used to value the obligations and the longevity and 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 22 per cent of the pension base.

 

The funds, fully dedicated to the KLM Group companies, are mainly invested in bonds, equities and real estate. The management of most assets is outsourced to a private institution, under a service contract.

 

The required funding of this pension plan also includes a buffer against the following risks: interest rate risks, equity risks, currency risks, credit risks, actuarial risks and real estate risks. For example, to reduce the sensitivity to a decline of the interest rate, approximately 50 per cent of the sensitivity to an interest rate shock on all maturities is covered by an interest hedge.

 

Pension plan related to cabin crew – The Netherlands

 

The pension plan related to the cabin crew in the KLM entity is a defined benefit plan with reversion to the spouse on the beneficiary’s death. The pension is based on final salary. For a closed group of active members the pension is based on an average salary. The age of retirement defined in the plan is 60 years.


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. KLM can only control the financing agreement between KLM and the pension fund. The financing agreement is part of the Collective Labor Agreement between KLM and the Unions.


To satisfy the requirements of Dutch regulations and rules set between the employer and the board of the pension fund, the plan imposes a mandatory funding ratio of approximately 125 per cent of the projected long-term obligation. The projection of these commitments is calculated according to local funding rules. The mandatory funding ratio is based on the new Financial Assessment Framework (nFTK), applicable as per January 1, 2015. The impact of the nFTK amongst others resulted in higher minimum required solvency levels. On the other hand pension funds have more time to recover from immediate and material shortages through a rolling 10 year recovery plan that also includes projected future return on investment. As a consequence the existing recovery plan for the Cabin Crew plan has been updated as per July 1, 2015.

 

Based on the criteria under the Dutch Pension Law, as set by the Dutch Central Bank, the funding ratio of the Cabin Crew pension fund is 100.0 per cent as of December 31, 2016 versus 108.5 per cent as of December 31, 2015.

 

If the coverage ratio is under the funding ratio detailed above, the pension fund is required to implement a recovery plan that aims for compliance with the 125 per cent threshold within 10 years and includes projected future returns on investment. If the threshold cannot be realized within 10 years (transitionary period of 12 years as from 2015) additional contributions are payable by the company and the employee. The amount of regular and additional employer contributions is limited to 48 per cent of the pension basis. Any additional employee contributions are limited to 0.7 per cent of the pension 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 annual contribution. Given the new Dutch fiscal rules, amongst others, a lower future accrual rate is applicable as from 2015.

 

The return on plan assets, the discount rate used to value the obligations and the longevity and 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 funds, fully dedicated to the KLM Group companies, are mainly invested in bonds, equities and real estate. The management of most assets is outsourced to a private institution, under a service contract.

 

The required funding of this pension plan also includes a buffer against the following risks: interest rate risks, equity risks, currency risks, credit risks, actuarial risks and real estate risks. For example, to reduce the sensitivity to a decline of the interest rate, approximately 50 per cent of the sensitivity to an interest rate shock on all maturities is covered by an interest hedge.

 

In December 2016, KLM and the cabin crew Unions started discussion with the aim to draw up a Protocol in order to reach a new future proof pension agreement. This new scheme could have the characteristics of a collective defined contribution pension scheme. It will require, before its implementation, amongst others, the agreement of the Dutch fiscal authorities. It is expected to be implemented in 2017. On December 31, 2016, the pension scheme related to KLM cabin crew is in asset position for a €65 million amount.

 

Air France pension plan (CRAF) – France


The employees covered by this plan are the Air France ground staff affiliated to the CRAF until December 31, 1992.

The participants receive, or will receive on retirement, an additional pension paid monthly and permanently calculated based on the data known as of December 31, 1992 and expressed in the form of points. The value of each point is reevaluated every year based on the weighted increases seen in the CNAV and ARRCO schemes over the last twelve months.

Until 2009, the CRAF had the legal form of a supplementary pension institution (pursuant to the “Sécurité Sociale” Code). With this status, the CRAF was responsible, on behalf of the Air France ground staff employed in France, for managing the pension plan resulting from the merging of the Air France ground staff plan with the mandatory pension plan for the private sector.

Following the 2003 law on pension reform foreseeing the disappearance of supplementary pension institutions as of December 31, 2008, the CRAF’s Board of directors opted to transform it into an institution managing supplementary pensions. The CRAF is now responsible for the administrative functions linked to the plan.

The pension rights were not amended by this reform. Air France is directly responsible for the pension obligations.

As of December 31, 2008, all the funds managed by the CRAF had been transferred to two insurance companies. On December 31, 2012, one of the insurance contracts was terminated and its funds were transferred to the other, which thus became the only insurer. This guarantees a capital of 10 per cent equal to the amount of capital invested in units of account in its collective fund, this percentage being automatically set to increase over time.

The annual payments made by Air France to the insurance company are governed by the agreement signed with the employee representative bodies on December 14, 2009. The minimum annual payment defined by this agreement amounts to €32.5 million. If the value of the funds falls below 50 per cent of the total obligations calculated for funding purposes, Air France is required to make an additional payment to achieve a minimum 50 per cent coverage rate.

The funds are invested in bonds, equities and general assets of the insurance company. Studies of assets/liabilities allocation are carried out regularly, to verify the relevance of the investment strategy.


 

Air France end of service benefit plan (ICS) - France

 

Pursuant to French regulations and the company agreements, every employee receives an end of service indemnity on retirement.

In France, this indemnity depends on the number of years of service, the professional category of the employee (flight deck crew, cabin crew, ground staff, agent, technician and executive) and, in some cases, on the age of the employee at retirement.

On retirement, employees consequently receive an end of service indemnity based on their final salaries over the last twelve-months and on their seniority. The indemnity is only payable to employees on their retirement date.

 

There is no mandatory minimum funding requirement for this scheme. Air France has nevertheless signed contracts with three insurance companies to partly pre-finance the plan. The company has sole responsibility for payment of the indemnities, but remains free to make payments to these insurance companies.

The relevant outsourced funds are invested in bonds and equities.

 


As of December 31, 2016, the three Dutch plans and the two French plans presented above represented a respective 84 per cent and 10 per cent of the Group's pension liabilities and 94 per cent and 3 per cent of the Group's pension assets.

 

31.2 Description of the actuarial assumptions and related sensitivities

 

Actuarial valuations of the Group’s benefit obligation were made as of December 31, 2016 and December 31, 2015. These calculations include:

  • assumptions on staff turnover and life expectancy of the beneficiaries of the plan;
  • assumptions on salary and pension increases;
  • assumptions of retirement ages varying from 55 to 67 years depending on the localization and the applicable laws;
  • Inflation rates are determined using the inflation swaps listed as reference applied on the Group cash-flows and are also determined according to the schemes’ duration:

 

 

 

 

 

As of December 31

2016

2015

 

 

 

Zone euro – Duration 10 to 15 years

1.50%

1.50%

Zone euro – Duration 15 years and more

1.75%

1.65%

 

 

 

 

 

  • Discount rates used to determine the actuarial present value of the projected benefit obligations.

 

The discount rates for the different geographical areas are thus determined based on the duration of each plan, taking into account the average trend in interest rates on high quality bonds, observed on the main available indices. In some countries, where the market regarding this type of bond is not broad enough, the discount rate is determined with reference to government bonds. Most of the Group’s benefit obligations are located in the Euro zone, where the discount rates used are as follows:

 

As of December 31

2016

2015

Euro zone - Duration 10 to 15 years

1.50%

1.80%

Euro zone - Duration 15 years and more

1.90%

2.35%

 

The duration of between 10 and 15 years mainly concerns the plans located in France while the duration of 15 years and beyond mainly concerns plans located in The Netherlands.

 

  • Discount rates used to determine the actuarial present value of the service cost.

 

Since January 1, 2016, the Group refined its calculations, by retaining the adequate flows, on the discount rate used for the service-cost calculation. In the Euro zone, this leads to use a discount rate for the service-cost calculation upper of 15bp with regard to the one used for the discount of the obligation.


 

  • On an average basis, the main assumptions used to value the liabilities are summarized below:

 

The rate of salary increase (excluding inflation) is 1.18 per cent for the Group as of December 31, 2016 against 1.36 per cent as of December 31, 2015.

 

The rate of pension increase (excluding inflation) is 1.14 per cent for the Group as of December 31, 2016 against 1.12 per cent as of December 31, 2015.

 

 

  • The sensitivity of the pension obligations to a change in assumptions, based on actuarial calculations, is as follows:

 

Sensitivity to changes in the inflation rate

 

 

In € millions

Sensitivity of the assumptions for the year ended December 31, 2016

Sensitivity of the assumptions for the year ended December 31, 2015

 

 

 

25 bp increase in the inflation rate

252

283

25 bp decrease in the inflation rate

(233)

(264)

 

 

 

 

 

Sensitivity to changes in the discount rate

 

 

In € millions

Sensitivity of the assumptions for the year ended December 31, 2016

Sensitivity of the assumptions for the year ended December 31, 2015

 

 

 

100 bp increase in the discount rate

(3,526)

(3,141)

100 bp decrease in the discount rate

4,677

4,162

 

 

 

Sensitivity to changes in salary increase (excluding inflation)

 

 

In € millions

Sensitivity of the assumptions for the year ended December 31, 2016

Sensitivity of the assumptions for the year ended December 31, 2015

 

 

 

25 bp increase in the salary increase rate

114

106

25 bp decrease in the salary increase rate

(99)

(97)

 

 

 

Sensitivity to changes in pension increase

 

 

In € millions

Sensitivity of the assumptions for the year ended December 31, 2016

Sensitivity of the assumptions for the year ended December 31, 2015

 

 

 

25 bp increase in the pension increase rate

934

835

25 bp decrease in the pension increase rate

(739)

(658)

 

 


31.3 Evolution of commitments

 

The following table details the reconciliation between the benefits obligation and plan assets of the Group and the amounts recorded in the financial statements for the years ended December 31, 2016 and December 31, 2015.

In €  millions

As of December 31, 2016

As of December 31, 2015

 

Netherlands

France

Others

Netherlands

France

Others

Benefit obligation at beginning of year

16,220

2,226

892

16,862

2,373

878

Service cost

128

64

12

212

73

13

Interest cost

377

38

29

391

38

36

Employees’ contribution 

100

-

-

129

-

1

Plan amendments and curtailment 

38

(48)

-

26

-

(9)

Change in consolidation scope

-

(45)

(6)

-

-

-

Settlement

-

-

-

(438)

(23)

-

Benefits paid 

(406)

(96)

(44)

(414)

(96)

(36)

Transfers of assets/liability through balance sheet

-

-

-

2

-

-

Actuarial loss / (gain) demographic assumptions

8

4

2

3

8

2

Actuarial loss / (gain) financial assumptions

1,513

65

186

(433)

(134)

(18)

Actuarial loss / (gain) experience gap

16

3

(27)

(121)

(13)

(22)

Currency translation adjustment  and other

-

-

(94)

1

-

47

Benefit obligation at end of year

17,994

2,211

950

16,220

2,226

892

Including benefit obligation resulting from schemes totally or partly funded 

17,797

2,142

846

16,108

2,159

777

Including unfunded benefit obligation 

197

69

104

112

67

115

Fair value of plan assets at beginning of year 

17,806

712

598

18,039

750

614

Actual return on plan assets 

1,577

16

78

223

39

(37)

Employers’ contributions

170

28

16

202

13

18

Employees’ contributions 

100

-

-

129

-

1

Change in consolidation scope

-

(7)

-

-

-

-

Settlements

-

-

-

(394)

-

-

Benefits paid

(394)

(92)

(37)

(393)

(91)

(28)

Currency translation adjustment and other

-

-

(73)

-

1

30

Fair value of plan assets at end of year

19,259

657

582

17,806

712

598

Amounts recorded in the balance sheet(*) :

 

 

 

 

 

 

Pension asset

1,462

-

-

1,773

-

-

Provision for retirement benefits 

(197)

(1,554)

(368)

(187)

(1,514)

(294)

Net amount recognized

1,265

(1,554)

(368)

1,586

(1,514)

(294)

Net periodic cost:

 

 

 

 

 

 

Service cost 

128

64

12

212

73

13

Interest cost 

(41)

26

8

(32)

27

10

Plan amendments, curtailment and settlement

38

(48)

-

(18)

(23)

(9)

Actuarial losses/ (gain) recognized in income statement

3

-

-

-

-

-

Net periodic cost

128

42

20

162

77

14

(*) All the obligations are recorded as non-current liabilities, except for the pension plans for which the balance is a net asset fully recorded as a non-current asset.

 

Amendments, curtailment and settlement of pension plans

 

  • As of December 31, 2016

 

As of December 31, 2016, a curtailment of the pension plan at Air France and its regional subsidiaries was made, amounting to a €46 million gain, within the framework of the voluntary departure plan.

 

As of December 31, 2016, a plan amendment amounting to €38 million has been recorded concerning the KLM pension schemes related to ground staff and cabin crew. This plan amendment corresponds to additional pension benefits linked to increase in employees’ contribution compensated by an increase of their salaries. All these operations are cash neutral.

 

  • As of December 31, 2015

 

As of January 1, 2016, Transavia Airlines Cockpit Crew pension plan changed from a defined benefit to a defined contribution arrangement. The plan assets and defined benefit obligations decreased with respectively €394 million and €439 million. The net positive settlement amounted to €45 million and was recorded in “Other non-current income and expenses” (see note 11).

 

Furthermore, with regard to the KLM Cockpit crew pension plan an increase in the pension age from 56 to 58 years offset by an increased yearly accrual rate was agreed, which overall resulted in a negative settlement of €25 million. This settlement was recorded in “Other non-current income and expenses(see note 11).

 

As of December 31, 2015, a curtailment of the pension plan at Air France and its regional subsidiaries was made, amounting to a €22 million gain, within the framework of the voluntary departure plan.

 

 

31.4 Asset allocation

 

The weighted average allocation of the funds invested in the Group’s pension and other long-term benefit plans is as follows:

 

 

Funds invested as of December 31, 2016

Funds invested as of December 31,

2015

 

France

The Netherlands

France

The Netherlands

Equities

35%

38%

38%

32%

Bonds

46%

50%

47%

53%

Real estate

-

12%

-

13%

Others

19%

-

15%

2%

Total

100%

100%

100%

100%

 

The equity portion is mainly invested in active markets in Europe, the United States and the emerging countries.
The bonds primarily comprise government bonds, rated at least BBB, and invested in Europe, the United States and the emerging countries. The real estate assets are mainly located in Europe and the United States.

 

The Group’s pension assets do not include assets occupied or used by the Group.

 

31.5 Expected cash flows and risks linked to the pension obligations

 

The expected cash flows relative to the defined benefit pension plans will amount to €189 million for the year ending December 31, 2016. The weighted average duration of the obligation is 19 years.

 

The funding, capitalization and matching strategies implemented by the Group are presented in note 31.1.

 

 

 

According to this description, both the fiscal rules for accruing pensions as well as the new Financial Assessment Framework, part of the Dutch pension law, in The Netherlands has changed as from January 1, 2015. Amongst other this results in higher minimum required solvency levels. The risk for the Group could remain that in case of a long term shortage, based on existing or future financing agreements, KLM could be required to make additional cash payments (actual funding ratios are presented in note 31.1). On the other hand, as from 2015, pension funds have more time to recover from immediate and material shortages through a rolling ten year recovery plan. Nevertheless in case of unconditional indexation and of a coverage under the funding ratio, no extension of time is given to reach the required funding ratio. The pension plan related to KLM flight deck crew is under a specific funding agreement (STROT agreement) which warranties unconditionally the financing of the indexation for the pre-2007 rights.

 

The decrease in discount rates during the year 2016 has involved the decrease in the funding ratio of the three main KLM schemes. Concerning the plan related to KLM flight deck crew, the unconditional indexation joint to the funding-ratio decrease could bring KLM to have to pay a very significant exceptional contribution without possibility of spreading. In December 2016, KLM and the pilots Union VNV came to a funding agreement concerning indexation for the year 2017. This agreement indicates that KLM and the pilots Union VNV must agree on a new de-risked pension plan in 2017 and that KLM could have to pay a maximum €94 million contribution according to the future agreement.

 

For 2016, this additional payment risk concerning the pension plan related to ground staff and to cabin crew is mitigated by the solvency levels and the rolling 10 year recovery plan noted since December 31, 2015.

 

32. OTHER PROVISIONS

In €  millions

Maintenance and restitution of aircraft

Restructuring

Litigation

Others

Total

Amount as of December 31, 2014 (Restated)*

1,090

323

479

243

2,135

Of which:  Non-current

774

-

447

183

1,404

                 Current

316

323

32

60

731

New provision

333

161

26

86

606

Use of provision

(279)

(195)

(29)

(142)

(645)

Reversal of unnecessary provisions

(1)

-

(15)

(7)

(23)

Currency translation adjustment

102

-

-

6

108

Accretion impact

51

-

-

6

57

Reclassification

(26)

21

13

9

17

Amount as of December 31, 2015

1,270

310

474

201

2,255

Of which:  Non-current

895

-

464

154

1,513

                 Current

375

310

10

47

742

New provision

368

173

24

151

716

Use of provision

(256)

(238)

(8)

(151)

(653)

Reversal of unnecessary provisions

(32)

(13)

(53)

(1)

(99)

Currency translation adjustment

18

(1)

-

1

18

Change in scope

-

-

(5)

(2)

(7)

Accretion impact

55

-

-

5

60

Reclassification

(34)

46

-

25

37

Amount as of December 31, 2016

1,389

277

432

229

2,327

Of which:  Non-current

1,073

-

424

176

1,673

                 Current

316

277

8

53

654

* Modification in the conversion method for provisions in foreign currencies.

 

 

 

 

The movements in restructuring provision with a significant impact on the income statement are charged to “Other non-current income and expenses” (see note 11).

 

The movements in maintenance and restitution provisions relating to operational leased aircraft with a significant impact on the income statement are charged to “Amortization, depreciation and provisions”. Only the effect of accretion is recognized in “Other financial income and expenses” (see note 12).

The discount rate used to calculate these provisions for maintenance and restitution relating to operational leased aircraft, based on a short term risk-free increased by a spread on risky debt (used for the companies with high financial leverage), is 5.2 per cent as of December 31 2016 and 6 per cent as of December 31, 2015.

The Group is exposed to the risk of variation of the discount rate mentioned above. A 25 basis point variation (increase or decrease) of this discount rate would have an impact of €10 million on the line “Amortization, depreciation and provisions” on the income statement.

 

The movements in provisions for litigation and other risks and charges with an impact on the income statement are charged to the lines of the income statement corresponding to the nature of the expenses.

 

32.1 Provisions

32.1.1 Restructuring provisions

As of December 31, 2016 and 2015, the restructuring provisions mainly concern the voluntary departure plans of Air France and its regional subsidiaries, KLM and Martinair.

 

32.1.2 Litigation

An assessment of litigation risks with third parties has been carried out with the Group’s attorneys and provisions have been recorded whenever circumstances require.

Provisions for litigation with third parties also include provisions for tax risks. Such provisions are set up when the Group considers that the tax authorities, in case of a tax audit, could reasonably challenge a tax position adopted by the Group or one of its subsidiaries.

In the normal course of its activities, the Air France-KLM Group, its subsidiaries Air France and KLM and their subsidiaries are involved in litigation cases, some of which may be significant.

 

32.1.3 Litigation concerning anti-trust laws in the air-freight industry

Air France, KLM and Martinair, a wholly-owned subsidiary of KLM since January 1, 2009, have been involved, since February 2006, with up to twenty-five other airlines in investigations initiated by the anti-trust authorities in several countries, with respect to allegations of anti-competitive agreements or concerted actions in the air-freight industry.

 

As of December 31, 2016, most of these investigations have been terminated following the entry into plea agreements between Air France, KLM and Martinair and the appropriate competition authorities providing for the payment of settlement amounts or fines, with the exception of the proceedings initiated by the European Commission, and by the Swiss anti-trust authority, which are still pending.

 

In Europe, the decision of the European Commission of 2010 against a dozen airline companies, including the companies of the Group Air France, KLM and Martinair, was annulled by the General Court of the European Union on December 16, 2015.

As the European commission has indicated its intention, following such annulment, to adopt a new decision against Air France-KLM, Air France, KLM and Martinair, the €340 million provision in respect of the fine has been maintained in the accounts of the Group as of December 31, 2016.

 

 

During the 1st semester 2016, the Group released to the consolidated income statement the €41 million provision covering the accrued interest (see note 12).

In Switzerland, Air France and KLM are challenging a decision imposing a €3 million fine before the relevant court.

As of December 31, 2016, the total amount of provisions in connection with the anti-trust cases amounts to €343 million.

 

32.1.4 Other provisions

Other provisions relate principally to power-by-the-hour contracts (maintenance activity of the Group), provisions for onerous leases, provisions for the portion of CO2 emissions not covered by the free allocation of quotas and provisions for the dismantling of buildings.

 

 

32.2 Contingent liabilities

The Group is involved in several governmental, judicial and arbitration procedures for which provisions have not been recorded in the financial statements in accordance with applicable accounting rules.

 

32.2.1 Litigations concerning anti-trust laws in the air-freight industry

 

Following the initiation of various investigations by the competition authorities in 2006 and the European Commission decision in 2010, several collective and individual actions were brought by forwarders and air-freight shippers in the civil courts against Air France, KLM and Martinair, and the other airlines in a number of jurisdictions.

 

Under these civil lawsuits, shippers and freight forwarders are claiming for damages to compensate alleged higher prices due to the cartel.

 

Air France, KLM and/or Martinair remain defendants, either as main defendants (in particular in The Netherlands, Norway, South Korea and the United States of America) or as third party interveners brought in these cases by other main defendants under “contribution proceedings” (in the UK for example). Where Air France, KLM and/or Martinair are the main defendants, they have also initiated contribution proceedings against other airlines.

 

No provision has been recognized at present in connection with these disputes as the Group is not in a position at this stage of the judicial proceedings to give a reliable estimate of the potential loss that would be incurred if the outcome of these proceedings were negative. In particular, although significant amounts have been reported by the media, plaintiffs are mostly claiming for unspecified and/or insufficiently substantiated damages against defendants taken as a whole (and not individually) and the EU decision to which the plaintiffs generally refer to is still not definitive.

 

The Group companies and the other airlines involved in these lawsuits continue to vigorously oppose all such civil claims.

 

32.2.2 Litigations concerning anti-trust laws in the passenger sector

 

Canada

 

A civil class action was reinitiated in 2013 by claimants in Ontario against seven airlines including Air France and KLM. The plaintiffs allege that the defendants participated in a conspiracy in the passenger air transport service from Canada on the cross-Atlantic routes, for which they are claiming damages. Air France and KLM strongly deny any participation in such a conspiracy.


 

32.2.3 Other litigations

 

Rio-Paris AF447 flight

 

Following to the crash in the South Atlantic Ocean of the Rio-Paris AF447 flight, a number of legal actions for damages have been brought by heirs of the victims in the United States and Brazil and, more recently, in France. Damages to heirs of the victims are covered by third-party liability insurance subscribed by Air France.

 

In 2011, Air France and Airbus were indicted as legal entities for unintentional manslaughter and therefore are exposed to applicable fines under the French criminal code. Air France is challenging its implication in this criminal case.

US Department of Justice investigation related to United States Postal Service

 

In March 2016, the US Department of Justice (DOJ) informed Air France and KLM of a civil inquiry regarding contracts with the United States Postal Service for the international transportation of mail by air. In September 2016, a Civil Information Demand from the DOJ has been received seeking certain information relating to these contracts. The DOJ has indicated it is investigating potential violations of the False Claims Act. Air France and KLM are cooperating with the DOJ investigation.

 

Except for the matters specified under the paragraphs 32.1 and 32.2, the Group is not aware of any governmental, judicial and arbitration dispute or proceedings (including any proceedings of which the issuer is aware, or that are pending or threatened against it) that could have a significant impact on the Group's financial position, earnings, assets, liabilities or profitability, for a period covering at least the past twelve months.

33. FINANCIAL DEBT

In € millions

2016

2015

As of December 31

 

 

 

 

 

Non-current financial debt

 

 

Perpetual subordinated loan stock in Yen

251

238

Perpetual subordinated loan stock in Swiss francs

349

346

OCEANE (convertible bonds)

507

489

Bonds

1,646

1,104

Capital lease obligations

3,567

3,647

Other debt

1,111

1,236

Total

7,431

7,060

 

 

 

Current financial debt

 

 

OCEANE (convertible bond)

-

415

Bonds

-

603

Capital lease obligations

696

577

Other debt

236

327

Accrued interest

89

95

Total

1,021

2,017

 

 

 

 

 

 

 

 

Change in financial debt

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

December 31 2015

New financial debt

Non monetary change in financial lease

Reimbursment of financial debt

Currency translation adjustment

Change in scope

Other

December 31 2016

Perpetual subordinated loan stock

584

-

-

-

16

-

-

600

OCEANE & Bonds

2,611

538

-

(1,022)

-

-

26

2,153

Capital lease obligations

4,224

623

(186)

(481)

51

(4)

36

4,263

Other long-term debt

1,563

170

9

(408)

4

(15)

24

1,347

Accrued interest

95

-

-

-

-

-

(6)

89

Total

9,077

1,331

(177)

(1,911)

71

(19)

80

8,452

 

33.1 Perpetual subordinated bond

33.1.1 Perpetual subordinated bond in Japanese Yen

The perpetual subordinated bond in Japanese Yen was issued by KLM in 1999 for a total amount of JPY 30 billion, i.e. €251 million as of December 31, 2016. Until 2019, this perpetual subordinated bond is subject to the payment of a 5.28 per cent coupon on a notional of USD 248 million.

The debt is perpetual. It is nevertheless reimbursable at its nominal value at the Group’s discretion as of August 28, 2019. This reimbursement does not involve a premium. A premium would however be due if the debt were to be reimbursed in a currency other than the yen.


This debt is subordinated to all other existing and future KLM debts.

33.1.2 Perpetual subordinated bond in Swiss francs

The perpetual subordinated bond in Swiss francs was issued by KLM in two installments in 1985 and 1986 for a total original amount of CHF 500 million. In 2015, this loan is the result of a partial redemption by mutual agreement for an amount of CHF 44 million. Following the repurchases made by KLM, the outstanding subordinated bond loan amounts to CHF 375 million, i.e. €349 million as of December 31, 2016.

The bonds are reimbursable on certain dates at the Group’s discretion, at a price between their nominal value and 101.25 per cent (depending on the bond and date of early repayment).

 

This loan is subject to the payment of a coupon considered to be a fixed-rate (5.75 per cent on a CHF 270 million portion and 0.75 per cent on a CHF 105 million portion).

 

This debt is subordinated to all other existing and future KLM debts.
 

 

33.2 OCEANE

33.2.1. OCEANE issued in 2005

On April 1, 2016, the Group redeemed the OCEANE issued in 2005. The relating swap expired on this same date.

33.2.2 OCEANE issued in 2013

On March 28, 2013, Air France-KLM issued 53,398,058 bonds convertible and/or exchangeable for new or existing Air France-KLM shares (OCEANE) with a maturity date fixed at February 15, 2023 for a total nominal amount of €550 million. Each bond has a nominal value of €10.30. The annual coupon amounts to 2.03 per cent.

 

 

The conversion period of these bonds runs from May 7, 2013 to the seventh working day preceding the normal or early reimbursement date. The conversion ratio is one share for one bond.

 

Repayment at par, plus accrued interest, will be possible as of February 15, 2019 on request of the bond holders. Air France-KLM can impose the cash reimbursement of these bonds by exercising a call from September 28, 2016 if the share price exceeds 130 per cent of the nominal, amounting to €13.39, encouraging OCEANE owners to convert their bonds into Air France-KLM shares.

 

Upon issue of this convertible debt, Air France-KLM recorded a debt of €443 million, corresponding to the present value of future payments of interest and nominal discounted at the rate of a similar bond without a conversion option. As of December 31, 2016, the debt value amounts to €507 million.

 

The option value was evaluated by deducting this debt value from the total nominal amount (i.e. €550 million) and was recorded in equity.

33.3 Bonds

Bond

Issuing date

Amount issued (in millions)

Maturity date

Reimbursement date

Coupon

Bond issued in 2009

27 Oct. 2009

€ 700

27 Oct. 2016

27 Oct. 2016

6.75%

Bond issued in 2012

14 Dec. 2012

€ 500

18 Jan. 2018

-

6.25%

Bond issued in 2014

4 June 2014

€ 600

18 June 2021

-

3.875%

€ Bond issued in 2016

5 Oct. 2016

€ 400

5 Oct. 2022

-

3.75%

$ Bond issued in 2016(*)

12 Dec. 2016

$ 145

15 Dec. 2026

-

4.35%

(*) issuance bonds with Asian institutional investors by way of unlisted private placement


 

33.4 Capital lease commitments

The breakdown of total future minimum lease payments related to capital leases is as follows:

 

In € millions

2016

2015

As of December 31

 

 

 

Aircraft

 

 

Future minimum lease payments – due dates

 

 

Y+1

682

583

Y+2

619

640

Y+3

622

576

Y+4

477

573

Y+5

478

418

Over 5 years

1,286

1,259

Total

4,164

4,049

Including: - Principal

3,937

3,789

                    - Interest

227

260

 

 

 

Buildings

 

 

Future minimum lease payments – due dates

 

 

Y+1

58

53

Y+2

61

57

Y+3

38

61

Y+4

39

38

Y+5

39

39

Over 5 years

197

241

Total

432

489

Including: - Principal

320

359

                    - Interest

112

130

 

 

 

Other property, plant and equipment

 

 

Future minimum lease payments – due dates

 

 

Y+1

1

12

Y+2

1

11

Y+3

1

10

Y+4

1

10

Y+5

1

10

Over 5 years

2

57

Total

7

110

Including: - Principal

6

76

                    - Interest

1

34

 

The lease expenses over the period do not include contingent leases. Deposits made on purchase options are presented in note 24.


33.5 Other debt

Other debt breaks down as follows:

 

In € millions

2016

2015

As of December 31

Reservation of ownership clause and mortgage debt

963

814

Other debt

384

749

Total

1,347

1,563

 

Mortgage debt is a debt secured by a mortgage on an aircraft. The mortgage is filed at the national civil aviation authority (the DGAC in France) in order to be publicly available to third parties. A mortgage grants to the mortgagee a right to enforce the security (by order of a judge), the sale of the asset and a priority claim on the sale proceeds in line with the amount of the loan, the balance reverting to the other creditors.

Other debt corresponds mainly to bank borrowings. They also include €27million related to debt issuing expenses on financial debt.

 

33.6 Maturity analysis

The financial debt maturities break down as follows:

In € millions

2016

2015

As of December 31

Maturities in

 

 

Y+1

1,227

2,439

Y+2

1,577

1,239

Y+3

1,495

1,471

Y+4

855

1,397

Y+5

1,420

664

Over 5 years

2,915

3,084

Total

9,489

10,294

Including: - Principal

8,452

9,077

                   - Interest

1,037

1,217

 

As of December 31, 2016, the expected financial costs amount to €213 million for the 2017 financial year, €573 million for the 2018 to 2021 financial years, and €251 million thereafter.

 

As of December 31, 2016, it has been considered that the perpetual subordinated loan stocks and the OCEANEs would be reimbursed according to their most probable maturities:

-          probable exercise date of the issuer call for the perpetual subordinated loans;

-          probable exercise date of the investor put, i.e. February 15, 2019, for the majority of the OCEANEs issued in 2013 (see note 33.2.2).

 

Repayable bonds issued in 2012, 2014 and 2016 will be reimbursed at their contractual maturity date (see notes 33.3).


 

33.7 Currency analysis

The breakdown of financial debt by currency after impact of derivative instruments is as follows:

 

In € millions

2016

2015

As of December 31

 

 

Euro

6,211

7,293

US Dollar

1,015

650

Swiss franc

359

356

Yen

867

778

Total

8,452

9,077

 

33.8 Credit lines

As of December 31, 2016, the Group holds undrawn credit lines amounting to €1755 million. The two main undrawn credit lines amount, respectively, to €1180 million for the holding Air France-KLM and Air France and €575 million for KLM.

 

On April 29, 2015, the Group signed a credit facility for €1.1 billion, finalizing the early refinancing of the Air France’s credit facility maturing in April 2016. This new credit facility, implemented through a syndicate of 13 leading banks, comprises two €550 million tranches with respective three and five-year maturities.

The financial covenant ratios are calculated based on Air France-KLM’s consolidated financial statements and are respected as of December 31, 2016.

 

On July 2, 2015, KLM signed a €575 million revolving credit facility with 10 international banks, finalizing the early refinancing of its credit facility which was due to mature in July 2016. This new credit facility has a duration of five years.

The financial covenant ratios are calculated based on the KLM Group’s consolidated financial statements and are respected as of December 31, 2016.

 

 

34. NET DEBT

In € millions

Note

2016

2015

As of December 31

Current and non-current financial debt

33

8,452

9,077

Financial lease deposits (others)

24

(336)

(453)

Cash secured on OCEANE swap(*)

 

-

(393)

Currency hedge on financial debt

27 and 35

(49)

(40)

Accrued interest

33

(89)

(95)

Gross financial debt (I)

 

7,978

8,096

Cash and cash equivalents

28

3,938

3,104

Marketable securities

24

53

466

Cash secured (on other than OCEANE swap)(*)

 

50

18

Financial lease deposit (bonds)

24

298

204

Other

 

(11)

-

Bank overdrafts

28

(5)

(3)

Net cash (II)

 

4,323

3,789

Net debt (I-II)

 

3,655

4,307

(*) Cash secured

24

50

411

 

 

 

 

 

In € millions

Note

2016

2015

As of December 31

Opening net debt

 

4,307

5,407

Operating free cash, cash flow excluding discontinued activities

 

(347)

(589)

Operating free cash, cash flow of discontinued activities

 

(33)

(17)

Change in perpetual

29.4

-

(588)

Disposal of subsidiaries, of shares in non-controlled entities

11 and 14

(364)

(342)

Acquisition of subsidiaries, of shares in non-controlled entities

41.2

18

6

Non monetary variation of the debt

41.4

(64)

156

Currency translation adjustment

 

73

185

Amortization of OCEANE optional part

 

21

36

Reclassification

 

2

(4)

Change in scope

 

(19)

(8)

Other

 

61

65

Closing net debt

 

3,655

4,307

 

The decrease in the “Cash secured on OCEANE swap” is linked to the fact that the Group reimbursed the OCEANE 2005 and the relating swap expired on April 1, 2016. As of December 31, 2015, the OCEANE 2005 contract was the subject of a guarantee with cash collateral for 100 per cent of the notional of the swap.

 

As of December 31, 2015 the free cash flow included €247 million related to the sale of six pairs of slots at London Heathrow airport to Delta Air Lines.

35. OTHER LIABILITIES

In € millions

2016

2015

As of December 31

Current

Non-current

Current

Non-current

Tax liabilities

828

-

680

-

Employee-related liabilities

1,000

-

895

-

Non current assets’ payables

111

-

70

-

Derivative instruments

109

129

1,283

319

Deferred income

288

27

249

97

Other

439

128

390

68

Total

2,775

284

3,567

484

 

As of December 31 2016, the non-current derivatives used to cover the debts in foreign currencies amount to €26 million versus €1 million as of December 31, 2015.

As of December 31 2016 and 2015, there were no current derivative instruments used to cover the debts in foreign currencies.

 

36. FINANCIAL INSTRUMENTS

36.1 Risk management

  • Market risk management

 

Market risk coordination and management is the responsibility of the Risk Management Committee (RMC) which comprises the Chief Financial Officer of Air France-KLM, the Chief for financial Operations of Air France-KLM and the Chief Financial Officers of Air France and of KLM. The RMC meets each quarter to review Group reporting of the risks relating to the fuel price, the principal currency exchange rates, interest rates and carbon quota prices, 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 to market fluctuations. The RMC also defines the policy of the counterparty-risk management.

The decisions made by the RMC are implemented by the treasury and fuel purchasing departments within each company. In-house procedures governing risk management prohibit speculation. The instruments used are swaps, futures and options.

Regular meetings are held between the fuel purchasing and treasury departments of both companies in order to exchange information concerning matters such as the hedging instruments used, strategies planned and counterparties.

The treasury management departments of each company circulate information on the level of cash and cash equivalents to their respective executive managements on a regular 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 implementation of 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 evaluation of the net-hedged fuel cost of the current fiscal year and the two following years, is sent to the executive management. This mainly covers the transactions carried out during the week, the valuation of all the 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, the fuel purchasing department issues a weekly Air France-KLM Group report (known as the GEC Report) which consolidates the figures from the two companies relating to fuel hedging and physical cost.

Lastly, a monthly report, which is submitted to the executive management by the fuel purchasing department, indicates the level of advancement on carbon quota purchases and the forecast related expenditure.


 

  • Currency risk

 

Most of the Group’s revenues are generated in euros. However, because of its international activities, the Group incurs a foreign exchange risk. The principal exposure is to the US dollar. 

With regard to the US dollar, since expenditure on items such as fuel, operational leases and component costs exceed the level of revenues; the Group is a net buyer. This means that any significant appreciation in the dollar against the euro could result in a negative impact on the Group’s activity and financial results.

 

Conversely, the Group is a net seller of other currencies, the level of revenues exceeding expenditure. The main exposures concern the yen and sterling. As a result, any significant decline in these currencies relative to the euro could have a negative effect on the Group’s activity and financial results.

In order to reduce its currency exposure, the Group has adopted hedging strategies. Both companies progressively hedge their net exposure over a rolling 24-month period.

Aircraft are mainly purchased in US dollars, meaning that the Group 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.

The exchange rate risk on the Group’s financial debt is limited. At December 31, 2016, 73 per cent of the Group’s debt, after taking into account derivative instruments, was issued in or converted into euros, thereby markedly reducing the risk of currency fluctuation on the debt. The exposure of the debt to other currencies mainly concerns the yen, the US dollar and the Swiss Francs.

Despite this active hedging policy, not all exchange rate risks are covered. The Group and its subsidiaries might then encounter difficulties in managing currency risks, which could have a negative impact on the Group’s business and financial results.

 

  • Interest rate risk

 

Market financing is contracted at fixed rates. The financing of assets is mainly contracted at floating rates, in line with market practice. The Air France-KLM Group uses interest rate swaps to modulate the fixed part of its financial debt. After hedging, the Air France-KLM Group’s gross debt contracted at fixed rates represents 70 per cent of the overall total.

 

  • Fuel price risk

 

Risks linked to the jet fuel price are hedged within the framework of a hedging strategy for the whole of the Air France-KLM Group and approved by the executive management. The RMC reviews the hedging strategy quarterly and may decide to change the hedge percentage or underlyings.

 

Main characteristics of the hedge strategy

 

Hedge horizon: 2 years

 

Minimum hedge percentage, to reach at the end of the current quarter:

-          quarter underway: 60% of the volumes consumed;

-          quarter 1 to quarter 3: 60% of the volumes consumed;

-          quarter 4: 50% of the volumes consumed;

-          quarter 5: 40% of the volumes consumed;

-          quarter 6: 30% of the volumes consumed;

-          quarter 7: 20% of the volumes consumed;

-          quarter 8: 10% of the volumes consumed.

 

Increment of coverage ratios: 10% by quarter

 

Nota bene: Since January 1, 2016, the fuel consumption of the Group’s cargo activities has no longer been hedged. The increment and minimum hedge percentages are solely based on the fuel consumption of the passenger activities.

 

Underlyings: Brent, Gasoil and Jet Fuel

 

Instruments:

Swap, call, call spread, three ways, four ways and collar.

 

IAS 39 rule:

The instruments used within the framework of the strategy must be compliant with IAS 39.

 

Implementation of monitoring indicators on positions:

To ensure more effective monitoring of the marked-to-market positions and a dynamic management of its exposure, the Group uses the VAR (value at risk) metric to help measure the risk incurred by its portfolio. This monitoring is also reinforced by taking into account the maximum loss and maximum gain which limit the scale of variation of this same portfolio and enable the appropriate reaction.

 

  • Risks on carbon credit


To meet its regulatory obligations, the CO2 emission quota acquisition strategy has been monitored and reviewed during every RMC meeting since October 2011. Its implementation led to the progressive hedging of the future requirement through the use of forwards contracts. So, all the needs of the year 2017 as well as a part of the needs for the year 2018 are hedged.

 

Underlyings: EUA, EUAA and CER quotas.

 

Instruments: Forwards, delivery and payment during the quarter preceding the compliance application date.

 

  • Investment risks

 

The cash resources of Air France, KLM and Air France-KLM are currently invested in short term, primarily deposits, money market mutual funds and certificates mainly rated A1/P1, the other lines being rated A2/P2.

Lastly, in order to reduce the currency risk on the debt, a portion of KLM’s liquid assets is invested in high-quality foreign-currency denominated bonds.

 

  • Equity risks

 

The Air France-KLM Group holds a limited number of shares which are listed for trading. The value of these investments may vary during their period of ownership. These investments are accounted for using either the equity method (associates) if the Group has the ability to exercise significant influence, or at their fair value. If the fair value cannot be determined from a practical point of view, the value of the investment is measured at its acquisition cost.

 

On December 2016, the Group sold a block of 4.95 million shares in the Spanish company Amadeus IT Holding S.A. ("Amadeus"), representing approximately 1.13 per cent of the company’s share capital by terminating the associated hedge on these shares. The net result from the sale amounts to €133 million, for cash proceeds of €201 million (see note 11).

After this operation, the Group still holds 4.95 million Amadeus shares. The value of these shares is completely covered by a hedging transaction. This hedge transaction (collar) enables the Group to protect the value of these shares. The Group has thus only limited exposure to the risk of a significant variation in the fair value of its Amadeus IT Holding S.A. shares.

On January 15, 2015, the Group sold a block of 9,857,202 shares in the Spanish company Amadeus IT Holding S.A. (“Amadeus”), representing approximately 2.2 per cent of the capital of the company. The cash proceeds were €327 million (see note 11).

After this transaction, Air France-KLM still holds 9.9 million Amadeus shares which are fully covered by a hedge agreement. This hedge transaction (collar) enables the Group to protect the value of these shares. The Group has thus only limited exposure to the risk of a significant variation in the fair value of its Amadeus IT Holding S.A. shares.

 

The treasury shares held by Air France-KLM are not deemed to be investments. Furthermore, the treasury shares are not deemed to be exposed to risk, since any variation in the value of these shares is only recognized directly in equity when they are sold in the market, with no impact on the net result.

 

  • Counterparty risk management

 

The transactions involving potential counterparty risk are as follows:

- financial investments;

- derivative instruments;

- trade receivables.

 

 

  • Counterparty risk linked to financial investments and derivative instruments is managed by the Risk Management Committee which establishes limits by counterparty, for all instruments except investments in money market funds (OPCVM) for which the counterparty risk is deemed not to be significant. The Group’s counterparty-risk reporting is circulated each month to the executive managements, the risk being measured at the fair market value of the various instruments. Any exceeding of a limit immediately results in the implementation of corrective measures.

 

  • The counterparty risk linked to derivative instruments is taken into account in the valuation of their market value as described in note 4.11. Derivative instruments are governed by the ISDA and FBF compensation master agreements. Within the framework of these agreements, compensation (in the event of default) must be made by counterparty for all the derivatives governed by each type of agreement.

 

  • Counterparty risk relating to trade receivables is limited due to the large number and geographical diversity of the customers comprising the trade receivables portfolio.

 

 

The Group has identified the following exposure to counterparty risk:

LT Rating  (Standard & Poors)

 

Total exposure in € millions

 

As of December 31, 2016

As of December 31, 2015

 

 

 

Higher than AA

-

204

AA

208

-

A

1 712

1 378

BBB

77

17

Total

1 997

1 599

 

 

 

This presentation does not include money market funds (OPCVM) and current accounts.

 

  • Liquidity risk

 

The liquidity risk relates to the credit lines held by the Group, as described in note 33.8.


36.2 Derivative instruments

As of December 31, 2016, the fair value of the Group’s derivative instruments and their expected maturities are as follows:

In € millions

 

Total

Y+1

Y+2

Y+3

Y+4

Y+5

> Y+5

Commodities derivative instruments

Asset

276

209

67

-

-

-

-

Liability

(64)

(63)

(1)

-

-

-

-

Interest rate derivative instruments

Asset

58

1

1

1

1

23

31

Liability

(65)

(3)

(6)

(13)

(6)

(14)

(23)

Currency exchange derivative instruments

Asset

462

185

111

39

33

27

67

Liability

(97)

(32)

(24)

(4)

(7)

(3)

(27)

OCEANE swap* instrument

Asset

-

-

-

-

-

-

-

Liability

-

-

-

-

-

-

-

Amadeus shares derivative instrument

Asset

-

-

-

-

-

-

-

Liability

(9)

(9)

-

-

-

-

-

Carbon credit  derivative instruments

Asset

4

1

3

-

-

-

-

Liability

(3)

(2)

(1)

-

-

-

-

Total

Asset

800

396

182

40

34

50

98

Liability

(238)

(109)

(32)

(17)

(13)

(17)

(50)

* see note 33.2.1

 

 

 

 

 

 

 

 

 

As of December 31, 2015, the fair value of the Group’s derivative instruments and their expected maturities were as follows:

In € millions

 

Total

Y+1

Y+2

Y+3

Y+4

Y+5

> Y+5

Commodities derivative instruments

Asset

138

136

2

-

-

-

-

Liability

(1,300)

(1,119)

(181)

-

-

-

-

Interest rate derivative instruments

Asset

44

4

1

-

-

-

39

Liability

(82)

(2)

(10)

(11)

(17)

(8)

(34)

Currency exchange derivative instruments

Asset

583

335

77

57

19

17

78

Liability

(149)

(91)

(22)

(25)

(3)

(5)

(3)

OCEANE swap* instrument

Asset

-

-

-

-

-

-

-

Liability

(7)

(7)

-

-

-

-

-

Amadeus shares derivative instrument

Asset

-

-

-

-

-

-

-

Liability

(64)

(64)

-

-

-

-

-

Carbon credit  derivative instruments

Asset

6

5

1

-

-

-

-

Liability

-

-

-

-

-

-

-

Total

Asset

771

480

81

57

19

17

117

Liability

(1,602)

(1,283)

(213)

(36)

(20)

(13)

(37)

* see note 33.2.1

 

 

 

 

 

 

 

 

 


36.2.1 Commodity risk linked to fuel prices

The Group’s commitments on Brent, Diesel and Jet CIF are presented below, at their nominal value:

• As of December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Commodity risk (cash flow hedging operating flows)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap

706

521

185

-

-

-

-

51

Options

2,625

1,862

763

-

-

-

-

161

 

 

 

 

 

 

 

 

 

Total

3,331

2,383

948

-

-

-

-

212

 

 

 

 

 

 

Further to the significant decline in the Brent price over the period, the fair value is very negative. 

• As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Commodity risk (cash flow hedging operating flows)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap

309

217

92

-

-

-

-

(113)

Options

2,178

1,452

726

-

-

-

-

(1,049)

 

 

 

 

 

 

 

 

 

Total

2,487

1,669

818

-

-

-

-

(1,162)

 

 

 

 

 

Fuel hedge sensitivity

The impact on “income before tax” and on “gains/(losses) taken to equity” of a variation in the fair value of the fuel hedges following a +/- USD 10 variation in the price of a barrel of Brent is as follows:

 

In € millions

2016

2015

As of December 31

Increase of  USD 10 per barrel of Brent

Decrease of  USD 10 per barrel of Brent

Increase of  USD 10 per barrel of Brent

Decrease of  USD 10 per barrel of Brent

Income before tax

(54)

(46)

(26)

35

Gains / (losses) taken to equity

469

(377)

414

(422)

 


36.2.2 Exposure to interest rate risk

To manage the interest rate risk on its short and long-term borrowings, the Group uses instruments with the following nominal values:

• As of December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Operations qualified as cash flow hedging

1,395

275

158

89

52

187

634

(41)

Interest rate swaps

1,207

187

158

89

52

187

534

(43)

Options

188

88

-

-

-

-

100

2

Operations qualified as fair value hedging

500

-

-

-

-

295

205

44

Interest rate swaps

500

-

-

-

-

295

205

44

Operations qualified as fair value through profit and loss

281

-

-

81

-

200

-

(10)

Interest rate swaps

81

-

-

81

-

-

-

(6)

Options

200

 

 

 

 

200

 

(2)

Other

-

 

 

 

 

 

 

(2)

Total

2,176

275

158

170

52

682

839

(7)

 

 

 

 

 

 

 

 

 

• As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Operations qualified as cash flow hedging

1,597

105

349

200

105

64

774

(67)

Interest rate swaps

1,458

73

242

200

105

64

774

(64)

Options

139

32

107

-

-

-

-

(3)

Operations qualified as fair value hedging

395

17

-

-

-

-

378

35

Interest rate swaps

395

17

-

-

-

-

378

35

Operations qualified as fair value through profit and loss

284

8

-

-

76

-

200

(6)

Interest rate swaps

84

8

-

-

76

-

-

(8)

Options

200

 

 

 

 

 

200

(2)

Other

 

 

 

 

 

 

 

4

Total

2,276

130

349

200

181

64

1,352

(38)

 

 

 

 

 

 


 

Taking into account the hedging operations, the Group’s exposure to interest rate risks breaks down as follows:

In € millions

2016

2015

As of December 31

Before hedging

After hedging

Before hedging

After hedging

 

Base

Average interest rate

Base

Average interest rate

Base

Average interest rate

Base

Average interest rate

 

 

 

 

 

 

 

 

 

Fixed-rate financial assets and liabilities

 

 

 

 

 

 

 

 

Fixed-rate financial assets

1,878

2.0%

1,878

2.0%

2,053

2.0%

2,053

2.0%

Fixed-rate financial liabilities

4,762

4.0%

5,637

3.8%

5,110

4.2%

5,864

4.0%

 

 

 

 

 

 

 

 

 

Floating-rate financial assets and liabilities

 

 

 

 

 

 

 

 

Floating-rate financial assets

2,054

0.3%

2,054

0.3%

1,931

0.4%

1,931

0.4%

Floating-rate financial liabilities

3,733

1.5%

2,858

1.7%

4,020

1.5%

3,266

1.7%

 

 

 

 

 

 

 

 

 

Without-rate financial assets

1,191

-

1,191

-

1,306

-

1,306

-

Without-rate financial liabilities

20

-

20

-

11

-

11

-

 

As of December 31, 2016 and December 31, 2015, without-rate financial assets mainly include cash and the revaluation of Amadeus shares at their fair value.

Interest rate sensitivity

The Group is exposed to the risk of interest rate variation. A 100 basis point variation (increase or decrease) in interest rates would have an impact of €8 million on the financial income for the year ended December 31, 2016 versus €13 million for the year ended December 31, 2015.

 

36.2.3 Exposure to exchange rate risk

The nominal amounts of futures and options linked to exchange rates are detailed below given the nature of the hedging operations:


• As of December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Exchange risk (cash flow hedging of operating flows)

2,643

1,710

796

-

-

-

137

79

Exchange rate options

1,270

830

440

-

-

-

-

33

Forward purchases

875

578

297

-

-

-

-

41

Forward sales

361

302

59

-

-

-

-

12

Debt

137

-

-

-

-

-

137

(7)

 

 

 

 

 

 

 

 

 

Exchange risk  (fair value hedging of flight equipment acquisition

3,891

1,263

725

426

450

331

696

287

Exchange rate options

121

 

 

 

 

14

107

23

Forward purchases

3,163

1,060

644

392

372

253

442

280

Forward sales

607

203

81

34

78

64

147

(16)

 

 

 

 

 

 

 

 

 

Exchange risk  (trading)

400

128

144

34

66

28

-

(1)

Forward purchases

200

64

72

17

33

14

-

44

Forward sales

200

64

72

17

33

14

-

(45)

Others

-

-

-

-

-

-

-

-

Total

6,934

3,101

1,665

460

516

359

833

365

 

 

 

 

 

 

 

 

 

 

 

 

 

• As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In € millions

Nominal

Maturity

Maturities between 1 and 5 years

Fair value

 

 

below 1 year

1-2 years

2-3 years

3-4 years

4-5 years

+ 5 years

 

Exchange risk (cash flow hedging of operating flows)

2,718

1,939

779

-

-

-

-

167

Exchange rate options

1,255

839

416

-

-

-

-

73

Forward purchases

1,032

757

275

-

-

-

-

94

Forward sales

431

343

88

-

-

-

-

-

 

 

 

 

 

 

 

 

 

Exchange risk  (fair value hedging of flight equipment acquisition

3,378

1,284

689

396

238

255

516

264

Forward purchases

2,763

928

632

378

205

193

427

328

Forward sales

615

356

57

18

33

62

89

(64)

 

 

 

 

 

 

 

 

 

Exchange risk  (trading)

399

13

122

140

32

64

28

3

Forward purchases

193

-

61

70

16

32

14

37

Forward sales

193

-

61

70

16

32

14

(37)

Others

13

13

-

-

-

-

-

3

Total

6,495

3,236

1,590

536

270

319

544

434

Currency hedge sensitivity

The value in euros of the monetary assets and liabilities is presented below:

 

In € millions

Monetary assets

Monetary liabilities

As of December 31

2016

2015

2016

2015

US dollar

841

254

1 131

561

Pound sterling

37

36

33

-

Yen

13

1

952

843

Swiss francs

11

5

355

346

Others

260

 

89

 

 

The amounts of monetary assets and liabilities disclosed above do not include the effect of the revaluation of assets and liabilities documented in fair value hedge.

 

The impact on “income before tax” and on “gains/(losses) taken to equity” of a 10 per cent appreciation in foreign currencies relative to the euro is presented below:

 

In € millions

US dollar

Pound Sterling

Yen

As of December 31

2016

2015

2016

2015

2016

2015

Income before tax

(13)

(25)

(9)

(12)

(97)

(89)

Gains / (losses) taken to equity

171

179

(30)

(28)

(9)

(15)

 

The impact of the change in fair value of currency derivatives on “income before tax” and on “gains/ (losses) taken to equity” of a 10 per cent depreciation in foreign currencies relative to the euro is presented below:

 

In € millions

US dollar

Pound Sterling

Yen

As of December 31

2016

2015

2016

2015

2016

2015

Income before tax

(25)

2

1

-

85

78

Gains / (losses) taken to equity

(92)

(131)

34

31

11

12

 

36.2.4 Carbon credit risk

 

As of December 31, 2016, the Group has hedged its future purchases of CO2 quotas via forward purchase for a nominal of €48 million with a nil fair value, versus a nominal of €34 million with a fair value of €6 million as of December 31, 2015.

 

These contracts mostly expire within three years.

36.3 Market value of financial instruments

Market values are estimated for most of the Group’s financial instruments using a variety of valuation methods. However, the methods and assumptions used to provide the information set out below are theoretical in nature. They bear the following inherent limitations:

* The estimated market values of financial instruments are estimated on the basis of the market price as of December 31, 2016 and 2015,

* The estimated amounts as of December 31, 2016 and 2015 are not indicative of gains and/or losses potentially arising on maturity or in the event of cancellation of a financial instrument.

 

The application of alternative methods and assumptions may, therefore, have a significant impact on the estimated market values.


 

The methods used are as follows:

 

* Cash, trade receivables, other receivables, short-term bank facilities, trade payables and other payables:

The Group considers that, due to their short-term nature, net book value can be deemed a reasonable approximation of their market value.

 

* Marketable securities, investments and other securities:

The market value of securities is determined based mainly on the market price or the prices available on other similar securities. Securities classified under assets available for sale are recorded at their stock market value.

Where no market comparable exists, the Group uses their book value, which is deemed a reasonable approximation of their market value in this instance.

 

* Borrowings, other financial debts and loans:

The market value of fixed and floating-rate loans and financial debts is determined based on discounted future cash flows at market interest rates for instruments with similar features.

 

* Derivative instruments:

The market value of derivative instruments corresponds to the amounts that would be payable or receivable were the positions to be closed out as of December 31, 2016 and 2015, calculated using the year-end market rate.

 

Only the financial assets and liabilities whose fair values differs from their net book values are presented in the following table:

In € millions

2016

2015

As of December 31

Net book value

Estimated market value

Net book value

Estimated market value

Financial assets

 

 

 

 

Loans

357

361

275

279

 

 

 

 

 

Financial liabilities          

 

 

 

 

Bonds

2,153

2,245

2,611

2,771

     OCEANE 2005

-

-

415

433

     OCEANE 2013

507

559

489

577

     Bond 2009

-

-

603

630

     Bond 2012

500

530

500

532

     Bond 2014

609

624

604

599

     Bond € 2016

400

404

-

-

     Bond $ 2016

137

128

-

-

Perpetual subordinated loans

600

289

584

279

Other borrowings and financial debt

1,976

2,032

1,872

1,945

 


36.4 Valuation methods for financial assets and liabilities at their fair value

The breakdown of the Group’s financial assets and liabilities is as follows based on the three classification levels (see note 4.11):

 

In € millions

Level 1

Level 2

Level 3

Total

As of December 31

2016

2015

2016

2015

2016

2015

2016

2015

 

 

 

 

 

 

 

 

 

Financial assets available for sale

Shares

243

429

-

3

-

-

243

432

 

 

 

 

 

 

 

 

 

Assets at fair value through profit and loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities and cash secured

17

37

86

840

-

-

103

877

Cash equivalents

1,835

1,063

1,370

1,283

-

-

3,205

2,346

 

 

 

 

 

 

 

 

 

Derivative instruments assets

 

 

 

 

 

 

 

 

Interest rate derivatives

-

-

58

44

-

-

58

44

Currency exchange derivatives

-

-

462

583

-

-

462

583

Commodity derivatives

-

-

276

138

-

-

276

138

ETS derivatives

-

-

4

6

-

-

4

6

Others

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Financial liabilities at fair value comprise the fair value of interest rate, foreign exchange, commodity and Amadeus shares derivative instruments. These valuations are classified as level 2.

37. LEASE COMMITMENTS

37.1 Capital leases

The debt related to capital leases is presented in note 33.4.

37.2 Operating leases

The minimum future payments on operating leases are as follows:

In € millions

Minimum lease payments

As of December 31

 

2016

2015

Flight equipment

 

 

Due dates

 

 

Y+1

1,246

1,131

Y+2

1,122

1,099

Y+3

951

952

Y+4

727

804

Y+5

584

640

Over 5 years

929

1,360

Total

5,559

5,986

 

 

 

Buildings

 

 

Due dates

 

 

Y+1

204

210

Y+2

134

153

Y+3

117

127

Y+4

97

111

Y+5

82

92

Over 5 years

689

707

Total

1,323

1,400

 

The commitments relating to operational leased aircraft are denominated in US dollars.

 

The Group may sub-lease flight equipment and buildings. The revenue generated by this activity is not significant for the Group.

38. FLIGHT EQUIPMENT ORDERS

Due dates for commitments to firm orders with a view to the purchase of flight equipment are as follows:

 

In € millions

2016

2015

As of December 31

 

 

Y+1

1,053

811

Y+2

1,134

972

Y+3

1,151

984

Y+4

1,362

1,462

Y+5

1,337

1,644

> Year Y+5

2,065

2,870

Total

8,102

8,743

 

These commitments relate to amounts in US dollars, converted into euros at the closing date exchange rate. Furthermore these amounts are hedged.

As of December 31 2016, the total amount of commitments relating to flight equipment orders is USD 8,540 million, against USD 9,519 million as of December 31 2015.

 

The number of aircraft under firm order (excluding operational lease) as of December 31, 2016 decreased by 12 units compared with December 31, 2015 and stood at 82 aircraft.

This change is explained by the delivery of 12 aircraft.

 

Long-haul fleet (passenger)

 

The Group took delivery of 3 Boeing B777-300s and 1 Boeing B787-900.

 

Medium-haul fleet

 

The Group took delivery of 4 Boeing B737-800s.

 

Regional fleet

 

The Group took delivery of 4 Embraer 175s.

 


 

The Group’s commitments concern the following aircraft:

Aircraft type

To be delivered in

Y+1

Y+2

Y+3

Y+4

Y+5

Beyond Y+5

Total

 

 

 

 

 

 

 

 

 

Long-haul fleet – passenger

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A350

As of December 31, 2016

-

-

3

6

6

13

28

As of December 31, 2015

-

-

-

6

8

14

28

B787

As of December 31, 2016

2

5

5

4

5

3

24

As of December 31, 2015

1

2

3

4

4

11

25

B777

As of December 31, 2016

1

-

-

-

-

-

1

As of December 31, 2015

3

1

-

-

-

-

4

 

 

 

 

 

 

 

 

Medium-haul fleet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A320

As of December 31, 2016

2

1

-

-

-

-

3

As of December 31, 2015

-

2

1

-

-

-

3

B737

As of December 31, 2016

8

5

-

-

-

-

13

As of December 31, 2015

4

8

5

-

-

-

17

 

 

 

 

 

 

 

 

Regional fleet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMB 175

As of December 31, 2016

8

5

-

-

-

-

13

As of December 31, 2015

4

8

5

-

-

-

17

 

 

 

 

 

 

 

 

 

Total

As of December 31, 2016

21

16

8

10

11

16

82

As of December 31, 2015

12

21

14

10

12

25

94

39. OTHER COMMITMENTS

39.1 Commitments made

 

In € millions

2016

2015

As of December 31

Call on investment securities

-

4

Warranties, sureties and guarantees

333

280

Secured debts

5,177

5,051

Other purchase commitments

134

104

 

 

The restrictions and pledges as of December 31, 2016 are as follows:

 

In € millions

 

Starting date of pledge

 

 

End of pledge

 

Amount pledged

 

NBV of balance sheet entry concerned

 

 Corresponding %

 

 

 

 

 

 

Intangible assets

-

-

-

1,066

-

Tangible assets

July 2000

August 2027

5,606

10,599

52.9%

Other financial assets

July 2000

May 2027

599

1,194

50.2%

Total

 

 

6,205

12,859

 

 

 

39.2 Commitments received

 

 

In € millions

2016

2015

As of December 31

 

 

Warranties, sureties and guarantees

219

185

Put on shares

130(*)

-

(*) estimation based on the price of transfer of 49.99 % of Servair at the end of 2016

 

Warranties, sureties and guarantees principally comprise letters of credit from financial institutions.

 

The Group has the following put options on Servair’s shares:

-          On December 28, 2018 and on December 28, 2019: put option of a number of shares allowing gategroup to reach between 80% and 100% of Servair’s share capital (initial option)

-          Yearly between December 28, 2020 and December 28, 2023 (or in specific cases of blocking in governance): put option on all the shares still held by the group

 

If the Group does not exercise the initial option, gategroup owns the following call options on Servair’s shares:

-          Call option on a number of shares allowing in gategroup to achieve between 80 % and 100 % of the capital of Servair

-          In case of transfer by the Group of its interests to a third party and in specific cases of blocking in governance: call option on a number of shares allowing in gategroup to reach 50 % of the capital of Servair plus one share.


40. RELATED PARTIES

40.1 Transactions with the principal executives

As of December 31, 2016, directors and their relatives held less than 0.03 per cent of the voting rights.

 

Short-term benefits granted to the principal company officers and booked in expenses amount to €0.7 million as of December 31, 2016, versus €0.6 million as of December 31, 2015.

During these two financial years, there were no payments of post-employment benefits. 

 

40.2 Transactions with the other related parties

The total amounts of transactions with related parties are as follows:

In € millions

2016

2015

As of December 31

 

 

 

 

 

Assets

 

 

Net trade accounts receivable

62

65

Other current assets

15

8

Other non-current assets

9

9

Total

86

82

 

 

 

Liabilities

 

 

Trade accounts payable

68

104

Other current liabilities

43

48

Other long-term liabilities

66

69

Total

177

221

 

 

 

 

 

 

In € millions

2016

2015

As of December 31

 

 

 

Net sales

157

173

Landing fees and other rents

(434)

(421)

Other selling expenses

(25)

(158)

Passenger service

(28)

(44)

Other

(34)

(28)

Total

(364)

(478)

 

As a part of its normal business, the Group enters into transactions with related parties including transactions with State-owned and governmental entities such as the French Defense Ministry, the Paris Airport Authority (“Aéroports de Paris”, or “ADP”) and the French civil aviation regulator (“DGAC”). Air France-KLM considers that such transactions are concluded on terms equivalent to those on transactions with third parties. The most significant transactions are described below:

 

Aéroports De Paris (ADP)

 

  • Land and property rental agreements,
  • Airport and passenger-related fee arrangements.

 

In addition, ADP collects airport landing fees on behalf of the French State.

 

Total expenses incurred by the Group in connection with the afore-mentioned arrangements amounted to a respective €357 million and €371 million for the periods ended December 31, 2016 and 2015.

 

Defense Ministry

 

Air France-KLM has entered into contracts with the French Defense Ministry concerning the maintenance of aircraft in the French Air Force. The net revenue derived from this activity amounts to €41 million for the year ended December 31, 2016 versus €37 million as of December 31, 2015.

 

Direction Générale de l’Aviation Civile (DGAC)

 

This civil aviation regulator is under the authority of the French Ministry of Transport, which manages security and safety in the French air space and at airports. As a result, the DGAC charges fees to Air France-KLM for the use of installations and services which amounts to €104 million as of December 31, 2016 versus €109 million for the year ended December 31, 2015.

 

Amadeus

 

Total transactions with Amadeus amount to an expense of €128 million for the year ended December 31, 2015. On the year 2016, Amadeus has not the characteristics of a related party anymore.

 

Servair

 

For the year ended December 31, 2016, transactions with Servair and its subsidiaries have been canceled, the Group controlling Servair until December 30, 2016 (see note 3.)

 

41. CONSOLIDATED STATEMENT OF CASH FLOW

41.1 Other non-monetary items and impairment

Other non-monetary items and impairment can be analyzed as follows:

In € millions

2016

2015

As of December 31

Variation of provisions relating to restructuring plan

(69)

(12)

Variation of provisions relating to pension

16

36

Other Impairment

2

5

Changes of pension plan KLM

-

(20)

Depreciation of assets held for sale

-

4

Other

(11)

23

Total

(62)

36

 

41.2 Acquisitions of subsidiaries, of shares in non-controlled entities

Net cash disbursements related to the acquisition of subsidiaries and investments in associates were as follows:

In € millions

As of December 31

2016

 

2015

 

Cash disbursement for acquisitions

(18)

(15)

Cash from acquired subsidiaries

-

9

Net cash disbursement

(18)

(6)

 

In 2016, the Net cash disbursement mainly includes the acquisition of the 2.47 percent of Servair capital and the increase of the share interest in KLM Group amounting to €11 million and €3 million respectively. 

 

 

41.3 Disposal of subsidiaries, of shares in non-controlled entities

As of December 31, 2016, the proceeds from disposal of subsidiaries and shares in non-controlled entities consists of the following:

 

In € millions

As of December 31

 

Notes

 

2016

 

2015

Proceeds from the sale of Amadeus shares

11

201

327

Proceeds from the sale of Club Med shares

 

-

15

Proceeds from the sale of 49.9% of the Servair shares

14

218

-

Expenses relating to the sale of the Servair shares

 

(5)

-

Cash disbursement on the sale of Servair shares

 

(71)

-

Proceeds from the sale of the Cobalt shares

 

15

-

Other disposals

 

6

-

Total

 

364

342

 

 

41.4 Non cash transactions

In financial year 2016, the Group transformed a financial lease contract into a service contract. This had the effect a non-monetary decrease of the other property plant and equipment and the financial debt for an amount of €64 million.

 

During financial year 2015, four operational lease contracts on B777-200 aircraft were reclassified as financial lease contracts. The total amount of these contracts was €128 million. The Group also concluded non-monetary financial leases amounting to a total of €28 million.
 

These operations have no impact on the cash flow statement.

42. STATUTORY AUDITORS’ FEES

KPMG:

 

 

 

 

In € millions

2016

2015

As of December 31

Amount

%

Amount

%

Audit

 

 

 

 

Statutory audit, certification, review of stand-alone and consolidated accounts

3.0

83%

3.5

90%

- Air France-KLM SA

0.6

 

0.7

 

- Consolidated subsidiaries

2.4

 

2.8

 

Other ancillary services and audit services

0.4

11%

0.3

8%

- Air France-KLM SA

0.1

 

0.1

 

- Consolidated subsidiaries

0.3

 

0.2

 

Sub-total

3.4

94%

3.8

97%

Other services

 

 

 

 

Legal, tax and corporate

0.2

6%

0.1

3%

 

 

 

 

 

Total Air France-KLM

3.6

100%

3.9

100%

 

 

 

 

 

 

 

 

 

 

Deloitte & Associés:

 

 

 

 

In € millions

2016

2015

As of December 31

Amount

%

Amount

%

Audit

 

 

 

 

Statutory audit, certification, review of stand-alone and consolidated accounts

2.9

97%

3.5

95%

- Air France-KLM SA

0.6

 

0.6

 

- Consolidated subsidiaries

2.3

 

2.9

 

Other ancillary services and audit services

0.1

3%

0.1

3%

- Air France-KLM SA

0.1

 

0.1

 

Sub-total

3.0

100%

3.6

97%

Other services

 

 

 

 

Legal, tax and corporate

-

0%

0.1

3%

 

 

 

 

 

Total Air France-KLM

3.0

100%

3.7

100%

 

43. CONSOLIDATION SCOPE

As of December 31, 2016, the scope includes 80 fully-consolidated entities and 18 equity affiliates.

Based on the Air France-KLM ownership in terms of both voting rights and equity interest and on the functioning mode of the Group’s Executive Committee, Air France-KLM has the power to manage the KLM Group’s financial and operational strategies and controls KLM. As a result, KLM is fully consolidated in Air France-KLM’s consolidated financial statements.

 

The interest percentage in KLM is calculated based on the ordinary shares.


43.1 Consolidated entities

Entity

Country

Segment

% interest

% control

AIR FRANCE SA

France

Multisegment

100

100

KLM N.V.

Netherlands

Multisegment

100

49

AIR FRANCE GROUND HANDLING INDIA PVT LTD

India

Passenger

51

51

BLUE CONNECT

Mauritius

Passenger

70

70

BLUE TEAM VI

France

Passenger

100

100

BLUELINK

France

Passenger

100

100

BLUELINK INTERNATIONAL

France

Passenger

100

100

BLUELINK INTERNATIONAL AUSTRALIA

Australia

Passenger

100

100

BLUELINK INTERNATIONAL CZ

Czech Rep.

Passenger

100

100

BLUELINK INTERNATIONAL MAURITIUS

Mauritius

Passenger

100

100

CONSTELLATION FINANCE LIMITED

Ireland

Passenger

100

100

CYGNIFIC B.V.

Netherlands

Passenger

100

49

HOP!

France

Passenger

100

100

HOP! TRAINING

France

Passenger

100

100

IAS ASIA INCORPORATED

Philippines

Passenger

100

49

IASA INCORPORATED

Philippines

Passenger

100

49

INTERNATIONAL AIRLINE SERVICES EUROPE LIMITED

United Kingdom

Passenger

100

49

INTERNATIONAL AIRLINE SERVICES LIMITED

United Kingdom

Passenger

100

49

INTERNATIONAL MARINE AIRLINE SERVICES LIMITED

United Kingdom

Passenger

100

49

KLM CITYHOPPER B.V.

Netherlands

Passenger

100

49

KLM CITYHOPPER UK LTD

United Kingdom

Passenger

100

49

KLM EQUIPMENT SERVICES B.V.

Netherlands

Passenger

100

49

KLM FINANCIAL SERVICES B.V.

Netherlands

Passenger

100

49

KLM FLIGHT ACADEMY B.V.

Netherlands

Passenger

100

49

LYON MAINTENANCE

France

Passenger

100

100

STICHTING STUDENTENHUISVESTINGVLIEGVELD EELDE

Netherlands

Passenger

100

49

BLUE CROWN B.V.

Netherlands

Cargo

100

49

MARTINAIR HOLLAND N.V.

Netherlands

Cargo

100

49

MEXICO CARGO HANDLING

Mexico

Cargo

100

100

SODEXI

France

Cargo

65

65

AEROMAINTENANCE GROUP

United States

Maintenance

100

100

AFI KLM E&M TEARDOWN MANAGEMENT

France

Maintenance

100

100

AFI KLM E&M-BGAC Line Maintenance Co.LTD

China

Maintenance

60

60

AIR FRANCE INDUSTRIE US

United States

Maintenance

100

100

AIR France KLM COMPONENT SERVICES CO LTD

China

Maintenance

100

100

AIR ORIENT SERVICES

France

Maintenance

100

100

BARFIELD INC

United States

Maintenance

100

100

CRMA

France

Maintenance

100

100

EUROPEAN PNEUMATIC COMPONENT

OVERHAUL AND REPAIR (EPCOR) B.V.

Netherlands

Maintenance

100

49

KLM EM MALAYSIA

Malaysia

Maintenance

100

49

KLM UK ENGINEERING LIMITED

United Kingdom

Maintenance

100

49

REGIONAL JET CENTER

Netherlands

Maintenance

100

49

BLUE TEAM III

France

Transavia

100

100

TRANSAVIA AIRLINES BV

Netherlands

Transavia

100

49

TRANSAVIA AIRLINES C.V.

Netherlands

Transavia

100

49

TRANSAVIA COMPANY

France

Transavia

100

100

TRANSAVIA France SAS

France

Transavia

100

100

TRANSAVIA SERVICES GmbH

Netherlands

Transavia

100

49

AIR FRANCE FINANCE

France

Other

100

100

AIR FRANCE FINANCE IRELAND

Ireland

Other

100

100

AIR France KLM E&M PARTICIPATIONS

France

Other

100

100

AIR France KLM FINANCE LIMITED

France

Other

100

100

Airport MEDICAL SERVICES C.V.

Netherlands

Other

80

39

AMSTERDAM SCHIPOL PIJPLEIDING BEHEER B.V.

Netherlands

Other

60

49

AMSTERDAM SCHIPOL PIJPLEIDING C.V.

Netherlands

Other

76

49

BLUE TEAM IV

France

Other

100

100

BLUE TEAM V

France

Other

100

100

BLUE YONDER IX B.V.

Netherlands

Other

100

49

BLUE YONDER XIV B.V.

Netherlands

Other

100

49

BV KANTOORGEBOUWEN

Netherlands

Other

100

49

CELL K16 INSURANCE COMPANY

United Kingdom

Other

100

0

INTERNATIONALE FINANCIERING EN MANAGEMENT MAATSCHAPPIJ B.V.

Netherlands

Other

100

49

KLM AIRLINE CHARTER B.V.

Netherlands

Other

100

49

KLM CATERING SERVICES SCHIPOL B.V.

Netherlands

Other

100

49

KLM HEALTH SERVICES B.V.

Netherlands

Other

100

49

KLM INTERNATIONAL CHARTER B.V.

Netherlands

Other

100

49

KLM OLIEMAATSCHAPPIJ B.V.

Netherlands

Other

100

49

MARTINAIR VLIEGSCHOOL VLIEGVELD LELYSTAD BV

Netherlands

Other

100

49

ORION-STAETE B.V.

Netherlands

Other

100

49

PELICAN

Luxemburg

Other

100

100

PYRHELIO-STAETE B.V.

Netherlands

Other

100

49

QUASAR-STAETE B.V.

Netherlands

Other

100

49

RIGEL-STAETE B.V.

Netherlands

Other

100

49

SPICA-STAETE B.V.

Netherlands

Other

100

49

STICHTING BAROGE

Netherlands

Other

100

49

STICHTING GARANTIEFONDS KLM LUCHTVAARTSCHOOL

Netherlands

Other

100

49

TRAVEL INDUSTRY SYSTEMS B.V.

Netherlands

Other

100

49

TREASURY SERVICES KLM B.V.

Netherlands

Other

100

49

WEBLOK B.V.

Netherlands

Other

100

49

43.2 Equity affiliates

Entity

Country

Segment

% interest

% control

KENYA AIRWAYS LIMITED

Kenya

Passenger

26

27

HEATHROW CARGO HANDLING

United Kingdom

Cargo

50

50

AAF SPARES

Ireland

Maintenance

50

50

AEROSTRUCTURES MIDDLE EAST SERVICES

United Arab

Maintenance

50

50

AEROTECHNIC INDUSTRIES

Morocco

Maintenance

50

50

IGO SOLUTIONS

France

Maintenance

40

40

MAX MRO SERVICE

India

Maintenance

26

26

SHS TECHNICS

Senegal

Maintenance

49

50

SPAIRLINERS

Germany

Maintenance

50

50

TRADEWINDS ENGINE SERVICES LLC

United States

Maintenance

50

50

TURBINE SUPPORT INTERNATIONAL LLC

United States

Maintenance

50

50

AIRCRAFT CAPITAL LTD

United Kingdom

Other

40

40

SERVAIR

France

Other

50

50

INTERNATIONAL AEROSPACE

MANAGEMENT COMPANY S.C.R.L.

Italy

Other

25

25

MAINPORT INNOVATION FUND

Netherlands

Other

25

25

SCHIPHOL LOGISTICS PARK CV

Netherlands

Other

52

45

SKYNRG

Netherlands

Other

30

30

TERMINAL ONE GROUPE ASSOCIATION

United States

Other

25

25