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Air France-KLM

Quarterly Report Nov 7, 2024

1088_10-q_2024-11-07_bf293577-4fcf-4746-bc78-80776af4743f.pdf

Quarterly Report

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AIR FRANCE-KLM GROUP

Interim consolidated financial information (unaudited)

January 1st , 2024 – September 30, 2024

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

Consolidated financial statements 2
Consolidated income statement 2
Consolidated statement of recognized
income and expenses
3
Consolidated Balance Sheet 4
Consolidated statement of changes in
stockholder's equity
6
Consolidated statement of cash flow 7
Notes to the consolidated financial
statements
9

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated income statement

Period from January 1 to September 30

(in € millions) Notes 2024 2023
Revenues from ordinary activities 23,582 22,612
External expenses 5 (14,376) (13,371)
Salaries and related costs 6 (6,997) (6,311)
Taxes other than income taxes (137) (133)
Other current operating income and expenses 7 1,169 810
EBITDA 3,241 3,607
Amortization, depreciation and provisions 8 (2,037) (1,838)
Income from current operations 1,204 1,769
Sales of aircraft equipment 9 25 33
Other non-current income and expenses 9 (118) 11
Income from operating activities 1,111 1,813
Interests expenses 10 (471) (443)
Income from cash and cash equivalents 10 236 176
Net cost of financial debt 10 (235) (267)
Other financial income and expenses 10 (198) (156)
Income before tax of consolidated companies 678 1,390
Income taxes 11 (181) (176)
Net income of consolidated companies 497 1,214
Share of profits (losses) of associates 13 7
Net income for the period 510 1,221
Net income – Non-controlling interests 130 31
Net income – Group part 380 1,190
Earnings per share – Equity holders of Air France-KLM (in euros)
basic
12 1.29 0.45
diluted
12 1.24 0.45

Consolidated financial statements

Consolidated statement of recognized income and expenses

(in € millions) 2024 2023
Net income 510 1,221
Effective portion of changes in fair value hedge and cost of hedging recognized
directly in other comprehensive income
(135) 258
Change in fair value and cost of hedging transferred to profit or loss (35) (24)
Exchange difference resulting from the translation 2 3
Deferred tax on items of comprehensive income that will be reclassified to profit or loss 40 (59)
Total of other comprehensive income that will be reclassified to profit or loss (128) 178
Remeasurements of defined benefit pension plans 106 72
Fair value of equity instruments revalued through OCI (5) (3)
Deferred tax on items of comprehensive income that will not be reclassified
to profit or loss
(5) (8)
Total of other comprehensive income that will not be reclassified to profit or loss 96 61
Total of other comprehensive income, after tax (32) 239
RECOGNIZED INCOME AND EXPENSES 478 1,460
Equity holders of Air France-KLM
348 1,429
Non-controlling interests
130 31

Consolidated financial statements

Consolidated balance sheet

ASSETS

Notes
(in € millions)
September 30, 2024 December 31, 2023
Goodwill 224 224
Intangible assets 1,132 1,128
Flight equipment 12,607 11,501
Other property, plant and equipment 1,500 1,431
Right-of-use assets 6,652 5,956
Investments in equity associates 240 129
Pension assets 85 45
Other non-current financial assets 1,290 1,262
Non-current derivative financial assets 115 148
Deferred tax assets
11
643 698
Other non-current assets 151 153
Total non-current assets 24,639 22,675
Other current financial assets 1,155 1,292
Current derivative financial assets 46 122
Inventories 948 853
Trade receivables 2,219 2,152
Other current assets 1,261 1,120
Cash and cash equivalents 4,553 6,194
Assets held for sale 77 82
Total current assets 10,259 11,815
TOTAL ASSETS 34,898 34,490

Consolidated financial statements

Consolidated balance sheet (continuation)

LIABILITIES AND EQUITY

Notes
(in € millions)
September 30, 2024 December 31, 2023
Issued capital 263 263
Additional paid-in capital 7,560 7,560
Treasury shares (24) (25)
Perpetual 13
1,065
1,076
Reserves and retained earnings (10,585) (10,925)
Equity attributable to equity holders of Air France-KLM (1,721) (2,051)
Perpetual 13
2,584
2,524
Reserves and retained earnings 31 27
Equity attributable to non-controlling interests 2,615 2,551
TOTAL EQUITY 894 500
Pension provisions 1,678 1,685
Non-current return obligation liabilities and provisions
for leased aircrafts and other provisions
4,007 3,805
Non-current financial liabilities 14
7,024
7,538
Non-current lease debt 4,034 3,581
Non-current derivative financial liabilities 86 56
Deferred tax liabilities 11
7
Other non-current liabilities 16
1,028
1,376
Total non-current liabilities 17,864 18,041
Current return obligation liabilities and provisions
for leased aircrafts and other provisions
1,050 1,079
Current financial liabilities 14
1,577
1,664
Current lease debt 875 848
Current derivative financial liabilities 312 139
Trade payables 2,547 2,447
Deferred revenue on ticket sales 4,345 3,858
Frequent flyer programs 886 899
Other current liabilities 16
4,547
5,002
Bank overdrafts 1 13
Total current liabilities 16,140 15,949
TOTAL LIABILITIES 34,004 33,990
TOTAL EQUITY AND LIABILITIES 34,898 34,490

Consolidated financial statements

Consolidated statement of changes in stockholders' equity

Equity attributable to
Equity attributable to equity holders of Air France-KLM
non-controlling interests
Total
(in € millions) Number of shares Issued capital Additional paid-in
capital
Treasury shares Perpetual bonds retained earnings
Reserves and
Sub-total Equity Perpetual bonds retained earnings
Reserves and
Sub-total Equity Total equity
December 31, 2022 2,570,536,136 2,571 5,217 (25) 933 (11,700) (3,004) 510 14 524 (2,480)
Other
comprehensive
income
239 239 239
Net result for the
period
1,190 1,190 31 31 1,221
Total of income
and expenses
recognized
1,429 1,429 31 31 1,460
Purchase of treasury
shares
(1) (1) (1)
Share-based
payment
Reverse share split
and share capital
reduction

(2,313,482,523)

(2,314)

2,314
1

(1)





Capital increase
subscribed by non
controlling interests
2 2 2
Perpetual 133 133 498 498 631
Coupons on
perpetual
(4) (53) (57) (2) (28) (30) (87)
Compensation paid
to the French State
(1)
(90) (90) (90)
Other 1 1 1
September 30, 2023 257,053,613 257 7,531 (25) 1,062 (10,414) (1,589) 1,006 19 1,025 (564)
December 31, 2023 262,769,869 263 7,560 (25) 1,076 (10,925) (2,051) 2,524 27 2,551 500
Other
comprehensive
income
(32) (32) (32)
Net result for the
period
380 380 130 130 510
Total of income
and expenses
recognized
348 348 130 130 478
Share-based
payment
1 2 3 3
Coupons on
perpetual
(11) (56) (67) 60 (124) (64) (131)
Tax on coupons on
perpetual
46 46 46
Dividends paid (1) (1) (1)
Other (1) (1) (1)
September 30,
2024
262,769,869 263 7,560 (24) 1,065 (10,585) (1,721) 2,584 31 2,615 894

(1) As of September 30, 2023 and in the context of the exit of the French Recapitalization State Aid under the EU Covid-19 Temporary Framework, the Group paid a €90 million compensation to the French State required for the shares subscribed in April 2021.This payment was considered as a dividend payment and was therefore recognized in equity accordingly to IFRS principles.

Consolidated financial statements

Consolidated statement of cash flows

Period from January 1 to September 30

Notes
(in € millions)
2024 2023
restated⁽¹⁾
Net income 510 1,221
Amortization, depreciation and operating provisions 8
2,037
1,839
Financial provisions
10
212 157
Cost of net debt
10
235 267
Loss (gain) on disposals of tangible and intangible assets (31) (54)
Loss (gain) on disposals of subsidiaries and associates 9
(2)
Derivatives – non monetary result 19 (6)
Unrealized foreign exchange gains and losses (97) 24
Share of (profits) losses of associates (13) (7)
Deferred taxes 11
99
78
Impairment 2
Other non-monetary items 21 (42)
Cash flow from operating activities before change in working capital 2,990 3,479
(Increase) / decrease in inventories (106) (81)
(Increase) / decrease in trade receivables (44) (491)
Increase / (decrease) in trade payables 102 324
Increase / (decrease) in advanced ticket sales 476 608
Change in other assets and liabilities (850) 27
Change in working capital requirement (422) 387
CASH-FLOW FROM OPERATING ACTIVITIES 2,568 3,866
Acquisition of subsidiaries, of shares in non-controlled entities (92) (2)
Acquisitions of warrants (12)
Purchase of property plant and equipment and intangible assets (2,931) (2,280)
Proceeds on disposal of subsidiaries, of shares in non-controlled entities 8
Proceeds on disposal of property plant and equipment and intangible assets 9
391
276
Interest received 221 151
Dividends received 2 3
Decrease (increase) in net investments, more than 3 months 137 112
CASH-FLOW USED IN INVESTING ACTIVITIES (2,264) (1,752)

Consolidated financial statements

Period from January 1 to September 30

Notes
(in € millions)
2024 2023
restated⁽¹⁾
Capital increase subscribed by non controlling interests 2
Payments to acquire treasury shares (1)
Purchase of minority interest without change of control (1)
Issuance of perpetual 13
1,226
Repayment of perpetual 13
(595)
Coupons on perpetual 13
(131)
(87)
Issuance of debt 14
1,147
1,798
Repayment on debt 14
(1,715)
(3,116)
Payments on lease debts (666) (625)
New loans (103) (298)
Repayment on loans 65 127
Interest paid (532) (582)
Dividends paid (1) (90)
CASH-FLOW FROM FINANCING ACTIVITIES (1,937) (2,241)
Effect of exchange rate on cash and cash equivalents and bank overdrafts
(net of cash acquired or sold)
4 (16)
Change in cash and cash equivalents and bank overdrafts (1,629) (143)
Cash and cash equivalents and bank overdrafts at beginning of period 6,181 6,623
Cash and cash equivalents and bank overdrafts at end of period 4,552 6,480

(1) See Note 1 of the notes to the financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Restatement of the 2023 financial
statements
10
Note 2 Significant events 11
Note 3 Accounting policies 13
Note 4 Information by activity
and geographical area
13
Note 5 External expenses 16
Note 6 Salaries and number of employees 17
Note 7 Other current operating income
and expenses
17
Note 8 Amortization, depreciation
and provisions
18
Note 9 Sales of aircraft equipment
and other non-current income
and expenses
18
Note 10 Net cost of financial debt
and other financial income
and expenses 19
Note 11 Income taxes 20
Note 12 Earnings per share 20
Note 13 Perpetual 21
Note 14 Financial liabilities 22
Note 15 Alternative performance indicators 24
Note 16 Other liabilities 25

NOTE 1 RESTATEMENT OF THE 2023 FINANCIAL STATEMENTS

The net cost of financial debt of Air France-KLM Group is detailed in Note 10 "Net cost of financial debt and other financial income and expenses" and mainly comprises income from cash and cash equivalents, interest on financial liabilities, interest on lease liabilities and capitalized interest and may be cash or non-cash related items.

Until December 31, 2023 the Group disclosed the monetary components of the net cost of financial debt within the "cash flow from operating activities" in the consolidated cash flow statement. As a result:

  • the non-monetary items of the cost of net financial debt were neutralized within the "cash flow from operating activities before change in working capital" in the line "other non-monetary items";
  • the monetary items were not neutralized and therefore impacted the "cash flow from operating activities" through their contribution to the net income of the period and the change in "working capital requirement" for accrued interest not yet due.

As from January 1, 2024 and in order to have a better representation of its activities and a better comparability with other competitors in the air transport industry, the Group has decided to change its method of presentation in accordance with the option offered by IAS7 "Statement of Cash Flow" on interest and to adjust the disclosure as described below:

  • the cost of net financial debt is fully neutralized within the "cash flow from operating activities" in a dedicated line "cost of net debt" (for both monetary and nonmonetary items);
  • interest paid are disclosed within the "cash flow used in financing activities" in a dedicated line "interest paid" ;
  • interest received are disclosed within the "cash flow used in investing activities" in a dedicated line "interest received".

This change in disclosure has been applied retrospectively to allow the comparison with comparative periods in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors".

The impacts on the cash flow statement as of September 30, 2023 is as follows:

IMPACT ON THE CONSOLIDATED STATEMENT OF CASH FLOWS

Period from January 1 to September 30, 2023
(in € millions)
Published
consolidated
cash flow
statement
Change in
disclosure
Restated
consolidated
cash flow
statement
Cost of net debt 267 267
Other non-monetary items (166) 124 (42)
Cash flow from operating activities before change in working capital 3,088 391 3,479
Change in other assets and liabilities (13) 40 27
Change in working capital requirement 347 40 387
CASH-FLOW FROM OPERATING ACTIVITIES 3,435 431 3,866
Interests received 151 151
CASH-FLOW USED IN INVESTING ACTIVITIES (1,903) 151 (1,752)
Interests paid (582) (582)
CASH-FLOW USED IN FINANCING ACTIVITIES (1,659) (582) (2,241)

This change in presentation has no impact on the Group's other primary financial statements.

NOTE 2 SIGNIFICANT EVENTS

2.1 Significant events occurring during the period

Evolution in the commercial cooperation in air cargo between Air France-KLM and CMA CGM

Air France-KLM and CMA CGM have decided to terminate the agreements signed in May 2022 with effect from March 31, 2024 as the tight regulatory environment in certain important markets has prevented the cooperation from working in an optimal way.

CMA CGM remains a core shareholder of Air France-KLM. The parties have agreed to amend the existing lockup on CMA CGM shares in Air France-KLM's capital, which will now be effective until February 28, 2025. CMA CGM stepped down from the Air France-KLM Board of Directors on March 31, 2024.

Sales of KLM Equipment Services B.V.

On February 1, 2024, KLM sold its 100% owned subsidiary KLM Equipment Services B.V. to a third party, TCR international N.V., Belgium (TCR). Under the agreement, KLM will become a TCR customer for the maintenance and lease of ground operations equipment at Schiphol, while TCR will be responsible for investments in ground operations equipment.

As of September 30, 2024, the disposal had the following impact on the Group's consolidated financial statements:

■ Recognition of a proceeds of €30 million within the "Cash flow used in investing activities" in the consolidated cash flow statement (including €8 million from the sale of shares and €22 million from the sale of equipment to TCR);

■ Recognition of a gain on disposal of €2 million within the "Other non-current income and expenses" in the consolidated income statement (linked to the sale of the shares taking into account the net book value of KLM Equipment Service B.V. in the consolidated financial statements at the date of the disposal).

Early repayment of OCEANE bonds

Early repayment of €452 million of OCEANE bonds:

As of March 25, 2024, Air France-KLM has repaid, at the request of the bondholders, €452 million of the outstanding €500 million of the bonds convertible into new shares and/or exchangeable for existing shares due March 25, 2026 .

This amount is equivalent of 25,246,843 of bonds. This early redemption option on March 25, 2024 was part of the terms and conditions of the bonds.

Early repayment of the remaining €48 million of OCEANE bonds:

The remaining €48 million of bonds due March 25, 2026 have been repaid in cash on May 10, 2024 under the conditions set out in the Terms and Conditions of the said OCEANE 2026 for cancellation in accordance with the applicable law. These remaining bonds were repaid in advance. This residual redemption amount is equivalent of 2,654,942 of bonds.

There is therefore no outstanding OCEANE 2026 bonds as of September 30, 2024.

Increase and extension of revolving credit facility ("RCF") linked to ESG KPIs

Air France-KLM et Air France:

Air France-KLM and Air France, combined borrowers, signed last year in April a €1.2 billion Sustainability-Linked RCF. This facility included an accordion increase option executed during the first quarter of 2024 for an amount of €90 million bringing the amount available to around €1.3 billion.

The RCF also had an initial maturity in 2026 and two oneyear extension options. In April 2024, Air France and Air France-KLM executed the extension option for one year, extending to a 2027 maturity.

KLM:

Last year in April, KLM signed a €1.0 billion RCF including ESG Key Performance Indicators. This RCF had an initial 2027 maturity and included two one-year extension options. A one-year extension option has been executed extending to a 2028 maturity.

As of July 18, 2024, Air France-KLM and Air France revolving credit facility has been also renegotiated (see paragraph"Renegotiation of Air France-KLM and Air France revolving credit facility ("RCF") linked to ESG KPIs" above).

Issuance of a €650 million bonds and tender offer on two series of existing notes

Issuance of a €650 million bonds:

As of May 23, 2024, Air France-KLM has made the issuance of new notes of a total principal amount of €650 million with a 5-year maturity and bearing coupon at an annual rate of 4.625% under its Euro Medium Term Note program.

The net proceeds has been used to finalize the tender offer launched as of May 13, 2024 as described in the paragraph below.

Tender offer on two series of exiting notes:

On May 24, 2024, Air France-KLM finalized the tender offer on two series of existing notes announced on May 13, 2024:

■ €750 million 1.875 per cent notes due 16 January 2025;

■ €500 million 3.875 per cent notes due 1st July 2026.

On these two series, existing notes for a total principal amount of €452.7 million, representing 36.2% of the outstanding existing notes, have been tendered for purchase in the tender offer and €452.7 million have been accepted, of which €234.8 million of 2025 notes and €217.9 million of 2026 notes.

As a result, the principal amount of outstanding existing notes after completion of the tender offer will be €797.3 million, of which €515.2 million of 2025 notes and €282.1 million of 2026 notes.

Renegotiation of Air France-KLM and Air France revolving credit facility ("RCF") linked to ESG KPIs

As of July 18, 2024 a new amendment has been signed for Air France-KLM and Air France credit facility involving:

■ an extension of the maturity to July 2028 associated with a one-year extension option;

■ an increase of the facility from €1,290 million to €1,405 million.

Following this renegotiation, the RCF lenders pool is composed of 17 banks (16 previously) and the financial conditions of the credit facility have been revised.

Acquisition of a non-controlling stake in the share capital of SAS AB

As of October 3, 2023, Air France-KLM had been selected by SAS AB's Board of Directors as the winning bidder in SAS's exit financing solicitation process, collectively with a consortium.

After the receipt of regulatory approvals in Europe and the United States, the Air France-KLM Group finalized as of August 28, 2024 the acquisition of a 19.9% noncontrolling stake in the share capital of SAS AB.

The members of the Consortium (which also includes Castlelake L.P. on behalf of certain funds or affiliates, Lind Invest ApS, and the Danish State) now effectively hold an aggregate 86.4% stake in the share capital of the reorganized SAS AB (exclusive of the recovery by the Danish State in its capacity as a creditor of SAS and pursuant to SAS's restructuring plans), having invested \$1.2 billion USD in the company, by subscribing for \$475.0 million USD of common shares and by purchasing \$725.0 million USD of senior secured convertible notes.

The Air France-KLM Group itself invested a total of \$144.5 million USD (circa €133 million) in SAS AB, by subscribing for \$109.5 million USD (circa €101 million) of common shares and by purchasing \$35.0 million USD (circa €32 million) of senior secured convertible notes.

As of September 30, 2024, the acquisition had the following impact on the Group's consolidated statement of cash flow:

■ the acquisition of the shares of SAS AB for a total amount of €88 million within the "Cash flow used in investing activities" in the consolidated cash flow statement (and after taking into account the payment of a deposit of €13 million already made in 2023) ;

■ the acquisition of the senior secured convertible notes for a total amount of €32 million within the "Cash flow used in financing activities" in the consolidated cash flow statement.

Based on the analysis of the features of the transaction including the shareholders' agreement, the Group does not have the control of SAS AB either within the meaning of EU merger regulation nor based on IFRS 10. However despite they remain business competitors, the Air France-KLM Group meets the requirements of IAS 28 to account SAS AB for using the equity method since the acquisition date.

2.2 Subsequent events

There have been no significant events since September 30, 2024.

NOTE 3 ACCOUNTING POLICIES

Pursuant to the European Regulation No. 1606/2002 of July 19, 2002, the consolidated financial statements of the Air France-KLM Group as of December 31, 2023 were established in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union on the date these consolidated financial statements were established and which were mandatory at that date.

The interim consolidated financial information as of September 30, 2024 must be read in connection with the annual consolidated financial statements for the year ended on December 31, 2023. They have been established in accordance with the accounting principles used by the Group for the consolidated financial statements 2023, except for standards and interpretations adopted by the European Union applicable as from January 1, 2024.

The amendments applicable to the Group from January 1, 2024 are as follows:

■ amendment to IFRS 16 concerning the measurement method for a sale and leaseback transaction after the transaction date with variable lease payments,

■ amendment to IAS 1 concerning the current/ non-current classification of liabilities with restrictive covenants.

These amendments have no significant impact for the Group.

The Air France-KLM group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in France, the jurisdiction in which Air France-KLM is incorporated, and has come into effect from January 1, 2024.

Safe harbor provisions exist to defer the application by up to 3 years based on simplified calculations updated at the end of each year-end period. Based on the Group's simplified projected calculations and initial assessment, Air France-KLM does not expect to be significantly exposed to the top-up tax for fiscal year 2024. Consequently, the effective projected tax rate for the 2024 fiscal year is not affected by Pillar Two as of September 30, 2024.

The condensed interim consolidated financial statements as of September 30 2024 were reviewed by the Board of Directors on November 6, 2024.

NOTE 4 INFORMATION BY ACTIVITY AND GEOGRAPHICAL AREA

Business segments (Note 4.1)

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:

  • Network: The revenues for this segment, which includes the Passenger and Cargo network, 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-share agreements. They also include code-share revenues, revenues from excess baggage and airport services supplied by the Group to third-party airlines and services linked to IT systems. Network revenues also include freight carried on flights operated under the codes of the airlines within the Group and flights operated by other partner airlines under code-share agreements. Other cargo revenues are derived principally from the sale of cargo capacity to third parties and the transportation of shipments on behalf of the Group by other airlines;
  • 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 "leisure" activity realized by Transavia;
  • Other: The revenues from this segment come from various services provided by the Group and not covered by the three 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 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 (Note 4.2)

Activity by origin of sales area (Note 4.2.1)

Group external sales by origin of sale are broken down into four geographical areas:

  • France, including French overseas departments;
  • Benelux, including Dutch Caribbean & Suriname;
  • Europe (excluding France and Benelux);
  • Rest of the world.

Activity by destination (Note 4.2.2)

Group Traffic sales by destination are broken down into seven geographical 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.

4.1 Information by business segment

Year ended September 30, 2024

(in € millions) Network Maintenance Transavia Other Non
allocated
Total
Total sales 19,646 3,657 2,424 216 25,943
Intersegment sales (18) (2,150) (3) (192) (2,363)
External sales 19,628 1,507 2,421 24 23,580
Other revenues 2 2
Revenues from ordinary activities 19,628 1,507 2,421 26 23,582
EBITDA 2,524 400 305 12 3,241
Income from current operations 989 123 86 6 1,204
Income from operating activities 895 122 86 8 1,111
Share of profits (losses) of associates 2 3 8 13
Net cost of financial debt and other
financial income and expenses
(433) (433)
Income taxes (181) (181)
NET INCOME 897 125 86 16 (614) 510

Year ended September 30, 2023

Non
(in € millions) Network Maintenance Transavia Other allocated Total
Total sales 19,314 3,034 2,104 193 24,645
Intersegment sales (21) (1,844) (1) (168) (2,034)
External sales 19,293 1,190 2,103 25 22,611
Other revenues 1 1
Revenues from ordinary activities 19,293 1,190 2,103 26 22,612
EBITDA 3,079 311 206 11 3,607
Income from current operations 1,634 125 16 (6) 1,769
Income from operating activities 1,668 124 18 3 1,813
Share of profits (losses) of associates 1 3 3 7
Net cost of financial debt and other
financial income and expenses
(423) (423)
Income taxes (176) (176)
NET INCOME 1,669 127 18 6 (599) 1,221

Notes to the consolidated financial statements

4.2 Information by geographical area

4.2.1 Activity by origin of sales area

EXTERNAL SALES BY GEOGRAPHICAL AREA

Year ended September 30, 2024

(in € millions) France,
including
French
overseas
departments
Benelux,
including
Dutch
Caribbean &
Surinam
Europe (excl.
France and
Benelux)
Rest of the
world
Total
Transportation 4,965 2,370 3,913 7,558 18,806
Other sales⁽¹⁾ 385 206 100 131 822
Total Network 5,350 2,576 4,013 7,689 19,628
Transportation 924 1,305 164 61 2,454
Other sales⁽¹⁾ (12) (19) (1) (1) (33)
Total Transavia 912 1,286 163 60 2,421
Maintenance 825 575 18 89 1,507
Others 6 17 1 24
TOTAL 7,093 4,454 4,195 7,838 23,580

(1) This line includes compensation paid to clients in accordance with EU261.

Year ended September 30, 2023

(in € millions) France,
including
French
overseas
departments
Benelux,
including
Dutch
Caribbean &
Surinam
Europe (excl.
France and
Benelux)
Rest of the
world
Total
Transportation 5,091 2,072 3,822 7,523 18,508
Other sales⁽¹⁾ 369 185 102 129 785
Total Network 5,460 2,257 3,924 7,652 19,293
Transportation 808 1,124 170 43 2,145
Other sales⁽¹⁾ (8) (31) (2) (1) (42)
Total Transavia 800 1,093 168 42 2,103
Maintenance 585 496 22 87 1,190
Others 7 16 2 25
TOTAL 6,852 3,862 4,116 7,781 22,611

(1) This line includes compensation paid to clients in accordance with EU261.

Notes to the consolidated financial statements

4.2.2 Activity by destination

TRAFFIC SALES BY GEOGRAPHICAL AREA OF DESTINATION

Year ended September 30, 2024

(in € millions) Metropolitan
France
Europe
(excl.
France)
North
Africa
Caribbean,
French
Guyana,
Indian
Ocean
Africa
(excl.
North
Africa)
Middle
East
North
America,
Mexico
South
America,
excl.
Mexico
Asia,
New
Caledonia
Total
Network 990 4,489 1,393 2,399 4,746 1,933 2,856 18,806
Transavia 104 2,184 166 2,454
TOTAL
TRANSPORTATION
1,094 6,673 1,393 2,565 4,746 1,933 2,856 21,260

Year ended September 30, 2023

(in € millions) Metropolitan
France
Europe
(excl.
France)
North
Africa
Caribbean,
French
Guyana,
Indian
Ocean
Africa
(excl.
North
Africa)
Middle
East
North
America,
Mexico
South
America,
excl.
Mexico
Asia,
New
Caledonia
Total
Network 1,050 4,387 1,418 2,448 4,640 2,060 2,505 18,508
Transavia 111 1,878 156 2,145
TOTAL
TRANSPORTATION
1,161 6,265 1,418 2,604 4,640 2,060 2,505 20,653

NOTE 5 EXTERNAL EXPENSES

Period from January 1 to September 30

(in € millions) 2024 2023
Aircraft fuel 5,197 5,254
Sustainable aviation fuel 166 106
CO2
quotas
191 139
Chartering costs 380 410
Landing fees and air route charges 1,545 1,458
Catering 686 618
Handling charges 1,534 1,393
Aircraft maintenance costs 2,379 1,831
Commercial and distribution costs 810 785
Other external expenses 1,488 1,377
TOTAL 14,376 13,371

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 7 "Other current operating income and expenses".

Notes to the consolidated financial statements

NOTE 6 SALARIES AND NUMBER OF EMPLOYEES

Period from January 1 to September 30

(in € millions) 2024 2023
Wages and salaries 4,938 4,382
Social contributions 925 830
Pension costs on defined contribution plans 725 645
Pension costs of defined benefit plans 114 109
Cost of temporary employees 206 174
Profit sharing 29 122
Payment linked with shares 1
Other expenses 59 49
TOTAL 6,997 6,311

Pension costs on defined contribution plans

The Group pays contributions to a multi-employer plan in France, the CRPN (public pension fund for crew). Since this multi-employer plan is assimilated with a French State plan, it is accounted for as a defined contribution plan in "pension costs on defined contribution plans".

AVERAGE NUMBER OF EMPLOYEES

Period from January 1 to September 30 2024 2023
Flight deck crew 8,976 8,497
Cabin crew 22,558 21,849
Ground staff 46,579 44,844
Temporary employees 2,485 2,250
TOTAL 80,598 77,440

NOTE 7 OTHER CURRENT OPERATING INCOME AND EXPENSES

Period from January 1 to September 30

(in € millions) 2024 2023
Capitalized production 1,029 758
Joint operation of routes (3) (30)
Operations-related currency hedges 25 59
Other 118 23
TOTAL 1,169 810

NOTE 8 AMORTIZATION, DEPRECIATION AND PROVISIONS

Period from January 1 to September 30
(in € millions) 2024 2023
AMORTIZATION
Intangible assets 125 121
Flight equipment 898 803
Other property, plant and equipment 135 134
Right-of-use assets 942 893
Sub-Total 2,100 1,951
DEPRECIATION AND PROVISIONS
Inventories 3 5
Trade receivables (26) (13)
Risks and contingencies (40) (105)
Sub-Total (63) (113)
TOTAL 2,037 1,838

In 2023, movements in provisions were mainly linked to restitution of aircraft.

NOTE 9 SALES OF AIRCRAFT EQUIPMENT AND OTHER NON-CURRENT INCOME AND EXPENSES

Period from January 1 to September 30

(in € millions) 2024 2023
Sales and leaseback 2 7
Other aeronautical sales 23 26
Sales of aeronautical assets 25 33
Other non-current income and expenses (118) 11

Nine-month period ended September 30, 2024

Sales of aircraft equipment

The impact of aircraft sales and leasebacks resulted in a income of €2 million in the income statement and a result on disposal of €328 million in the cash flow statement as of September 30, 2024.

Other aeronautical sales

The impact of other aeronautical sales mainly corresponds to a B777 refinancing for KLM and has led to a gain of €16 million as of September 30, 2024.

Other non-current income and expenses

The impact of other non-current income and expenses includes compensation of €(115) million to be paid by Air France-KLM to Virgin as part of the renegotiation of a contract.

Nine-month period ended September 30, 2023

Sales of aircraft equipment

The impact of aircraft sales and leasebacks resulted in a profit of €7 million in the income statement and a result on disposal of €202 million in the cash flow statement as of September 30, 2023.

Other aeronautical sales

The impact of other aeronautical sales mainly corresponds to a B777 refinancing for KLM and has led to a gain of €20 million as of September 30, 2023.

Other non-current income and expenses

This line mainly included the profit resulting from disposal of Heathrow slots to Virgin Atlantic for KLM for €11 million, and the sale of a data center for KLM for an amount of €10 million.

Air France-KLM Group Notes to the consolidated financial statements

NOTE 10 NET COST OF FINANCIAL DEBT AND OTHER FINANCIAL INCOME AND EXPENSES

Period from January 1 to September 30

(in € millions) 2024 2023
Income from marketable securities 110 95
Other financial income 126 81
Income from cash and cash equivalents 236 176
Interest on financial liabilities (244) (367)
Interest on lease debt (215) (195)
Capitalized interests 38 30
Other non-monetary items (18) 78
Other financial expenses (32) 11
Interest charges (471) (443)
Net cost of financial debt (235) (267)
Foreign exchange gains (losses), net 54 10
Financial instruments (19) 6
Net (charge)/release to provisions (5) (5)
Undiscounting of provision (206) (152)
Other (22) (15)
Other financial income and expenses (198) (156)
TOTAL (433) (423)

Net cost of financial debt

Income from cash and cash equivalents mainly comprises interest income from marketable securities and other financial assets, as well as net income on disposals of marketable securities.

As of September 30, 2023, the bank loan guaranteed by the French State ("PGE") was repaid in full generating a net positive impact of €10 million in financial income, consisting of an expense of €(96) million related to the guarantee contractually due, recognized in the line "Interest on financial liabilities" and an income of €106 million, related to the application of the amortized cost at the effective interest rate methodology, recognized in the line "Other non-monetary items".

Foreign exchange gains (losses)

As of September 30, 2024, the foreign exchange gain includes an unrealized currency gain of €97 million composed of:

  • an unrealized gain of €54 million on return obligation liabilities and provisions on aircraft in US dollars;
  • an unrealized gain, net of exchange rate derivatives, of €31 million on the net debt, mainly composed of a gain of €9 million on US dollar, a gain of €9 million on Japanese Yen and a gain of €8 million on Swiss Franc;
  • an unrealized gain of €11 million on other assets and liabilities mainly due to US dollars on the working capital.

As of September 30, 2023, the foreign exchange gain included mainly an unrealized currency loss of €(24) million composed of:

  • an unrealized loss of €(22) million on return obligation liabilities and provisions on aircraft in US dollars;
  • an unrealized gain of €44 million on the net debt, mainly composed of a loss of €(14) million on US Dollar, a gain of €70 million on Japanese Yen ;
  • an unrealized loss of €(46) million on other assets and liabilities mainly due to US dollars on the working capital.

Undiscounting of provision

The rate used to undiscount the long term return obligation liability and provision for leased aircraft and other provisions non current is 7.3% in 2024 against 5.5% in 2023.

NOTE 11 INCOME TAXES

The tax charge at Group level is as follows :

Period from January 1 to September 30

(in € millions) 2024 2023
Total income tax income/(expense) (181) (176)
Tax on items recognized in equity (1) 81 (67)

(1) Including €46 million of tax on coupons on perpetual

Period from January 1 to September 30

(in € millions) 2024
Income before tax of consolidated companies 678
Total income tax income/(expense) (181)
Effective tax rate 27 %

The international tax reform drawn up by the OECD, known as "Pillar 2", aimed in particular at establishing a minimum tax rate of 15%, came into force in France as from the 2024 financial year.

Safe harbor provisions exist to defer the application by up to 3 years based on simplified calculations updated a the end of each year-end period. Based on the Group's simplified projected calculations and initial assessment, Air France-KLM does not expect to be significantly exposed to the top-up tax for fiscal year 2024. Consequently, the effective projected tax rate for the 2024 fiscal year is not affected by Pillar 2 as of September 30, 2024.

NOTE 12 EARNINGS PER SHARE

RESULTS USED FOR THE CALCULATION OF BASIC EARNINGS PER SHARE

Period from January 1 to September 30

(in € millions) 2024 2023
Net income for the period – Equity holders of Air France-KLM 380 1,190
Coupons on perpetual - net of tax (42) (53)
Dividend paid(1) (90)
Basic net income for the period – Equity holders of Air France-KLM 338 1,047

(1) As of September 30, 2023 and in the context of the exit of the French Recapitalization State Aid under the EU Covid-19 Temporary Framework, the Group paid a €90 million compensation to the French State required for the shares subscribed in April 2021.This payment was considered as a dividend payment and was therefore recognized in equity accordingly to IFRS principles and has been taken into consideration as a deduction from the net income to calculate the earnings per share.

RESULTS USED FOR THE CALCULATION OF DILUTED EARNINGS PER SHARE

Period from January 1 to September 30

(in € millions) 2024 2023
Basic net income for the period – Equity holders of Air France-KLM 338 1,047
Consequence of potential ordinary shares on net income: interests paid on convertible
bonds and amortization of equity component (after tax)
14
Net income for the period – Equity holders of Air France-KLM (taken for calculation
of diluted earnings per share)
352 1,047

RECONCILIATION OF THE NUMBER OF SHARES USED TO CALCULATE EARNINGS PER SHARE

Period from January 1 to September 30 2024 2023
Weighted average number of:
common shares issued
262,769,869 2,315,372,622
Treasury stock held regarding stock option plan and Other treasury stock
(130,503) (1,166,629)
Number of shares used to calculate basic earnings per share 262,639,366 2,314,205,993
Number of potentially dilutive shares 21,603,858
Number of ordinary and potential ordinary shares used to calculate
diluted earnings per share
284,243,224 2,314,205,993

As a reminder, Air France-KLM carried out in August 2023 the reverse share split of all outstanding shares of the Company and the capital reduction by reduction of the nominal value of each share and in December 2023 a capital increase as part of the "Ensemble pour l'avenir" employee share plan, impacting the weighted average number of share as of December 31, 2023.

Following the repayment of €452 million of OCEANE bonds on 25 March 2024 (refer to Note 2.1 "Significant events occurring during the period"), the number of potential dilutive shares linked to the outstanding OCEANE 2026 has therefore been decreased from 4,966,518 shares to 472,580 shares.

The remaining €48 million of bonds due March 25, 2026 have been repaid in cash on May 10, 2024 under the conditions set out in the Terms and Conditions of the said OCEANE 2026 for cancellation in accordance with the applicable law. These remaining bonds were repaid in advance. This residual redemption amount is equivalent of 2,654,942 of bonds.

There is therefore no outstanding OCEANE 2026 bonds as of September 30, 2024.

The number of potential dilutive shares linked to the subordinated perpetual convertible bonds, convertible into new shares and/or exchangeable into existing shares is 19 996 070 shares.

The potential conversion of these two instruments and their impact on earnings have been taken into consideration to determine diluted earnings per share.

As of September 30, 2024, taking into account the above items, the basic earnings per share amounts to €1.29 and the diluted earnings per share amounts to €1.24.

(in € millions) December 31,
2023
Repayment
– Nominal
Issuance –
Nominal
Monetary
change –
Coupons
Non
monetary
change
September 30,
2024
2023 perpetual super
subordinated bonds
Nominal 727 727
Coupons 42 (52) 41 31
Last-rank indefinite
subordinated bond
convertible into new shares
Nominal 305 305
and/or existing shares Coupons 2 (15) 15 2
TOTAL PERPETUAL –
ATTRIBUTABLE TO EQUITY
HOLDERS OF AIR FRANCE
KLM
1,076 (67) 56 1,065
2022 perpetual super
subordinated bonds
Nominal 497 497
Coupons 13 (30) 22 5
July 2023 perpetual super
subordinated bonds
Nominal 498 498
Coupons 15 (34) 26 7
November 2023 perpetual
super-subordinated bonds
Nominal 1,493 1,493
Coupons 8 76 84
TOTAL PERPETUAL – NON
CONTROLLING INTERESTS
2,524 (64) 124 2,584
Total cash flows (131)

NOTE 13 PERPETUAL

NOTE 14 FINANCIAL LIABILITIES

September 30, 2024 December 31, 2023
(in € millions) Non
current
Current Total Non
current
Current Total
Perpetual subordinated loan in Yen 125 125 128 128
Perpetual subordinated loan in Swiss francs 397 397 405 405
OCEANE (convertible bonds) 498 498
Sustainability-linked bonds 1,000 1,000 1,000 1,000
Plain vanilla Bonds 1,062 515 1,577 1,381 300 1,681
Debt on leases with bargain option 3,461 588 4,049 3,475 418 3,893
Other financial liabilities 978 395 1,373 1,148 330 1,478
Accrued interest 1 79 80 1 118 119
TOTAL – FINANCIAL LIABILITIES 7,024 1,577 8,601 7,538 1,664 9,202

CHANGE IN FINANCIAL LIABILITY

(in € millions) December 31,
2023
New
financial
debt
Reim
bursement
of
financial
debt
Currency
translation
adjustment
Other September
30, 2024
Perpetual loan in Japanese Yen and Swiss
Francs
533 (11) 522
OCEANE (convertible bonds) 498 (500) 2
Sustainability-linked bonds 1,000 1,000
Plain vanilla Bonds 1,681 644 (753) 5 1,577
Debt on leases with bargain option 3,893 502 (355) (17) 26 4,049
Other financial liabilities 1,478 1 (107) (2) 3 1,373
Accrued interest 119 (39) 80
TOTAL 9,202 1,147 (1,715) (25) (8) 8,601

14.1 Bonds

14.1.1 OCEANE

Early repayment of OCEANE bonds

Early repayment of €452 million of OCEANE bonds:

As of March 25, 2024, Air France-KLM has repaid, at the request of the bondholders, €452 million of the outstanding €500 million of the bonds convertible into new shares and/or exchangeable for existing shares due March 25, 2026 .

This amount is equivalent of 25,246,843 of bonds. This early redemption option on March 25, 2024 was part of the terms and conditions of the bonds.

Early repayment of the remaining €48 million of OCEANE bonds:

The remaining €48 million of bonds due March 25, 2026 have been repaid in cash on May 10, 2024 under the conditions set out in the Terms and Conditions of the said OCEANE 2026 for cancellation in accordance with the applicable law. This residual redemption amount is equivalent of 2,654,942 of bonds.

There is therefore no outstanding OCEANE 2026 bonds as of September 30, 2024.

14.1.2 Plain vanilla bonds

Issuance of a €650 million bonds and tender offer on two series of existing notes

Issuance of a €650 million bonds:

As of May 23, 2024, Air France-KLM has made the issuance of new notes of a total principal amount of €650 million with a 5-year maturity and bearing coupon at an annual rate of 4.625% under its Euro Medium Term Note Program.

The net proceeds has been used to finalize the tender offer launched as of May 13, 2024 as described in the paragraph below.

Notes to the consolidated financial statements

Tender offer on two series of exiting notes:

On may 24, 2024, Air France-KLM finalized the tender offer on two series of existing notes announced on May 13, 2024:

■ €750 million 1.875 per cent notes due 16 January 2025;

■ €500 million 3.875 per cent notes due 1st July 2026.

On these two series, existing notes for a total principal amount of €452.7 million, representing 36.2% of the outstanding existing notes, have been tendered for purchase in the tender offer and €452.7 million have been

Maturity analysis

The financial liabilities maturities break down as follows:

accepted, of which €234.8 million of 2025 notes and €217.9 million of 2026 notes. As a result, the principal amount of these outstanding existing notes after completion of the tender offer will be €797.3 million, of which €515.2 million of 2025 notes and €282.1 million of 2026 notes.

Repayment of the €300 million bond issued in 2021

On July 1st, 2024 Air France-KLM has repaid a €300 million matured bond issued in 2021.

(in € millions) September
30, 2024
December 31,
2023
Maturities in
End of Year Y 392
Y+1 1,339 1,664
Y+2 1,564 1,548
Y+3 595 1,748
Y+4 950 572
Over 4 years 3,761 3,670
TOTAL 8,601 9,202

As of September 30, 2024, the KLM perpetual subordinated notes are included in the line "Over 4 years".

Credit lines

On April 18, 2023 Air France-KLM, Air France and KLM have signed two ESG ("Environmental, Social and Governance") KPI-Linked Revolving Credit Facilities ("RCF") with a pool of international financial institutions, for a total amount of €2.2 billions.

For each facility, a set of ESG linked Key Performance Indicators are embedded in the financing cost. These indicators are in line with Air France-KLM and the two airlines' commitment to sustainable development and a gradual decarbonization of activities. The two RCF's include a financing cost margin adjustment mechanism (upward or downward) conditional to the independent achievement of these dedicated Indicators (reduction of the unit CO2 emission, increase of the share of Sustainable Aviation Fuel, among others).

Air France-KLM and Air France

Air France-KLM and Air France as combined borrowers, signed a €1.2 billion Sustainability-Linked RCF. This facility included an accordion increase option executed during the first quarter of 2024 for an amount of €90 million bringing the amount available to around € 1.3 billion.

The RCF also had an initial maturity in 2026 and two oneyear extension options. In April 2024, Air France and Air France-KLM executed the extension option for one year, extending to a 2027 maturity.

On July 18, 2024, a new amendment has been signed for Air France-KLM and Air France credit facility involving an extension of the maturity to July 2028 associated with a one-year extension option and an increase of the facility from €1.3 to €1.4 billion.

KLM

In 2023, KLM signed an ESG KPI-Linked Revolving Credit Facility for an amount of €1 billion.

This facility had an initial 2027 maturity and included two one-year extension options. A one-year extension option for one year was applied, extending the maturity to 2028.

On top of this credit line, KLM has two other credit lines amounting to €0.1 billion.

The undrawn portion as of September 30, 2024 amounts to €2.5 billion for the Air France-KLM Group.

NOTE 15 ALTERNATIVE PERFORMANCE INDICATORS

15.1 Operating free cash flow

The calculation of the free cash flow from operating activities, based on the cash flow statement, breaks down as follows :

Period from January 1 to September 30 2023
(in € millions) 2024 restated⁽¹⁾
Net cash flow from operating activities 2,568 3,866
Purchase of property plant and equipment and intangible assets (2,931) (2,280)
Proceeds on disposal of property plant and equipment and intangible assets 391 276
Operating free cash flow 28 1,862
Exceptional payments made/(received) (2) 972 223
Interest (paid) and received (311) (431)
Payments on lease debts (666) (625)
Recurring adjusted operating free cash flow 23 1,029

(1) See Note 1 of the notes to the financial statements.

(2) Exceptional payments made/(received), restated from operating free cash flow for the calculation of recurring adjusted operating free cash flow, correspond to the repayment of deferred social charges, pensions contributions and wage taxes granted during the Covid period.

15.2 Net debt

.

As of
September
As of
December 31,
Notes
(in € millions)
30, 2024 2023
Current and non-current financial liabilities
14
8,601 9,202
Current and non-current lease debt 4,909 4,429
Accrued interest (100) (138)
Deposits related to financial liabilities (100) (107)
Deposits related to lease debt (93) (100)
Derivatives impact on debt 5 (1)
Gross financial liabilities (I) 13,222 13,285
Cash and cash equivalents 4,553 6,194
Marketable securities > 3 months 962 1,097
Bonds 1,010 966
Bank overdrafts (1) (13)
Net cash (II) 6,524 8,244
NET DEBT (I-II) 6,698 5,041

As of September 30, 2024, the net cash included €425 millions (compared to €419 millions on December 31, 2023) pledged or blocked.

In addition, the Group has to maintain a certain level of cash in certain operating entities. As of September 30, 2024, it amounts to €625 million (same amount as of December 31, 2023).

Notes to the consolidated financial statements

Notes
(in € millions)
As of
September
30, 2024
Opening net debt 5,041
Operating free cash flow
15.1
(28)
Interest paid / (received) 311
Paid coupon on perpetual and on subordinated bonds convertible
into new share and/or exchangeable for existing shares
13
131
Purchase of SAS shares (equity affiliate) 88
Other various purchase of shares 4
Proceeds on disposal of subsidiaries, of shares in non-controlled entities (8)
New lease debts (new and renewed contracts) 1,233
Unrealized exchange gains and losses on aircraft lease financial debts through
OCI
(66)
Impact of derivatives on net debt 3
Currency translation adjustment in the income statement (39)
Other non-monetary variations of the net debt 28
CLOSING NET DEBT 6,698

NOTE 16 OTHER LIABILITIES

As of September 30, 2024 As of December 31, 2023
(in € millions) Current Non-current Current Non-current
Tax liabilities 382 470 412 637
Airlines taxes 847 908
Employee-related liabilities 1,465 395 1,991 597
Liabilities on fixed assets 32 12 56 7
Deferred income 953 37 919 32
Prepayments received 537 464
Other debts 331 114 252 103
TOTAL 4,547 1,028 5,002 1,376

Non-current deferred income mainly relates to long-term contracts in the maintenance business.

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