ANA Holdings Inc.
Annual Report 2021

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Annual Report 2021 Fiscal 2020 (Year ended March 2021) Maintaining a sense of crisis, but never forgetting hope. 2 Management Message 66 Business Foundations Supporting 10 A Philosophy Inherited from Our Founder 68 Safety 72 Human Resources 12 The ANA Group Value Creation Process 76 The Power of People in the ANA Group Corporate Value 12 ANA Group Strengths 14 The Value Creation Process 16 Timeline for Simultaneous Creation of Social Value and Economic Value 18 What Must Change, What Must Never Change Message from the Independent Outside Directors 78 Risk Management 80 Compliance 82 Responsible Dialogue with Stakeholders 84 Corporate Governance 98 Financial / Data Section 22 Business Strategy 24 Overview of Business Structure Reform and Fiscal 2021 Plan 32 Overview by Business 38 Special Feature: Establishing a New Platform Business 42 Sustainability Initiatives 44 ANA Group ESG Management 46 ESG Management Promotion Cycle for Simultaneous Creation of Social Value and Economic Value 48 Dialogue with Stakeholders on ESG 50 Material Issues Contents of This Report The ANA Group (ANA HOLDINGS INC. and its consolidated subsidiaries) strives to create social value and economic value, leveraging the strengths we have cultivated based on the spirit of our founders. In so doing, we expect to generate sustainable corporate value growth. This report presents an overall picture of the philosophy and value creation handed down over generations. We also address our business strategies for overcoming crises and returning to growth, as well as medium- to long-term sustainability initiatives and the management foundation that supports these corporate activities. Editorial Policy The ANA Group emphasizes proactive communication with stakeholders in all of our business activities. In Annual Report 2021, we aim to encourage a deeper comprehensive understanding of the social value and economic value created by the ANA Group through our management strategies, our business, and our environmental, social, and governance (ESG) activities. Further, we have published information on the activities we selected as being of particular importance to the ANA Group and society in general. For more details, please visit the ANA Group corporate website in conjunction with this report. Scope of This Report • This report covers business activities undertaken from April 1, 2020 to March 31, 2021 (including some activities in and after April 2021). • In this report, “the ANA Group” and “the group” refer to ANA HOLDINGS INC. and its consolidated subsidiaries. • “The Company” in the text refers to ANA HOLDINGS INC. • Any use of “ANA” alone in the text refers to ALL NIPPON AIRWAYS CO., LTD. 1 Management Message Pursuing Business Structure Reform to rebuild as a resilient corporate group, aiming to return to a growth trajectory in the post-COVID-19 era. I wish to express my deepest condolences to the people around the world who have lost loved ones due to COVID-19. I also pray for the earliest possible recovery for all who are suffering from COVID-19 today. In addition, I want to express my deepest gratitude to the professionals who are working every day to prevent and control the spread of infections. ANA Group passenger demand began to decline in the fourth quarter of fiscal 2019 due to the impact of COVID-19. Fiscal 2020 was supposed to be a breakthrough year for the airline industry, driven by the Tokyo 2020 Olympic and Paralympic Games and an increase in the number of visi- tors to Japan. However, the global pandemic led to significant restrictions on social and economic activities. As a result, the ANA Group was forced to change our growth strategies. In my message here, I want to look back on how we came to this place, dealing with COVID-19 under my leadership. I also want to discuss what we intend to do to return to a growth trajectory in the future. KATANOZAKA Shinya President & Chief Executive Officer 2 3 3 Management Message The Impact of COVID-19 on Our Businesses The ANA Group History of Overcoming Challenges In January 2020, China experienced a sharp increase in the The first measure was Business Structure Reform, which The ANA Group has faced many crises throughout our his- as we stated in our initial plan for the fiscal year. During the number of people infected with COVID-19. This spread of we formulated at the end of October 2020. The pursuit of a tory. Numerous crises in the 21st century alone include the recovery from the Lehman Shock, we implemented Cost infection began to affect cross-border traffic gradually, and group airline model is one of the main topics in our Air terrorist attacks on the United States in 2001, the Iraq War in Reduction Initiatives over a six-year period beginning in in the second half of January, the ANA Group began seeing Transportation Business. Here, we intend to change our 2003, SARS in 2003, the Lehman Shock in 2008, and the fiscal 2011. As a result, we controlled the increase in an impact on passenger numbers for international flights. In service model for post-COVID-19 demand characteristics Great East Japan Earthquake in 2011. We have also faced expenses by a total of ¥138 billion. We improved cost com- April, Japan declared a first state of emergency, and the and customer needs. We will also continue to restructure technical problems with the Boeing 787, the ANA flagship petitiveness and pursued growth strategies focused on our number of passengers on domestic routes declined the group business portfolio across our entire group. aircraft, including battery problems in 2012, and engine com- international business, generating consolidated operating immediately. Reducing resources (aircraft, human resources) is an essen- ponent issues in 2018. But we have overcome these prob- income of ¥165 billion for fiscal 2017 and 2018. Our first act in response was to secure cash on hand. We tial component to achieve this restructuring, and we com- lems through various structural reforms. Established as the first private airline in 1952, the ANA procured bank loans of approximately ¥530 billion in total pleted resource reduction measures by the end of fiscal Turning a crisis into an opportunity is a common expres- Group has overcome numerous crises in our 69 years of during the first half of the fiscal year, establishing a founda- 2020. We created a plan to return to profitability in fiscal sion. But it is easier said than done. Over the years, ANA airline business. Our culture of pulling together to overcome tion to continue our business in a stable manner. Next, we 2021, engaging in cost reduction measures mainly dealing Group management has established a track record of challenges has been handed down to us from our prede- declared our position on protecting employee health and with fixed costs. jobs, putting into place a complete program to deal with COVID-19. Our employees are responsible for ensuring P.24 Overview of Business Structure Reform and Fiscal 2021 Plan implementing reforms in the face of challenging situations. cessors, and this spirit is instilled in the hearts of every These reforms have led to the growth of future generations, employee as part of the ANA Group DNA. The section in defining a clear vision of where we aimed to be as a com- this report on page 10, A Philosophy Inherited from Our safety. To ease employee concerns and distractions of The second measure was to strengthen our financial pany once we overcame the issue at hand. For example, Founder, describes our focus and our mission during the COVID-19 or news of mass layoffs among overseas airlines, foundation. During the second half of fiscal 2020, we exe- fiscal 2003 passenger demand was very slow due to the COVID-19 pandemic. As the world undergoes major we adopted measures with employees and all ANA Group cuted a subordinated loan and a public offering of new Iraq War and SARS. At the same time, we felt the impact of changes, we must come back even stronger. We are cur- stakeholders in mind. shares to secure financial flexibility in terms of both liquidity integration at our domestic competitors. We fought our way rently executing our Business Structure Reform, and we In terms of aircraft operations, we expanded cargo flight on hand and capital. In this way, we created a management back to profitability by reorganizing our international flight intend to overcome these challenges, while responding capacity significantly to meet the demand for medical prod- environment allowing us to focus on our pursuit of Business network and by accelerating cost reduction measures. We agilely to the changes in customer needs and social issues. uct and personal protective equipment (PPE) transporta- Structure Reform. We plan to use the funds raised through resumed dividend payments for the first time in seven years, tion. We adopted the ANA Care Promise, outlining our new the public offering to fund investments in aircraft required initiatives to ensure hygiene for passengers and employees. over the medium term to maintain and improve our global In this way and more, we implemented numerous measures competitive advantage. in parallel, all while monitoring domestic and international socioeconomic trends. We approached this process from the P.25 Initiatives to Overcome the COVID-19 Pandemic perspective of consistent, comprehensive risk management. The third measure was our 2050 Environmental Targets Rather than relying on wishful thinking, we prepared multiple and 2030 Environmental Targets, which we published in options in advance, implemented necessary measures pro- April 2021. As many other organizations are responding to actively, while anticipating the changing tides of the situation. global climate change, the ANA Group has decided to Despite the best efforts of our entire group, passenger strengthen our own measures toward decarbonization. We demand remained sluggish due to the impact of immigration intend to resolve social issues from a global and long-term restrictions in various countries and the multiple declara- perspective in the post-COVID-19 era, and beyond. tions of a state of emergency in Japan. These factors com- bined to create a net loss in excess of ¥400 billion for fiscal P.51 Environmental Goals and Targets 2020. Nevertheless, our efforts, including groupwide cost Today, we live in a time in which the only corporations reductions of ¥590 billion, allowed us to narrow net loss by that will survive are the ones that are agile in responding to more than ¥100 billion compared to the full-year forecast changes in the external environment. We saw these chal- we published on October 27, 2020. lenges as a perfect opportunity to make changes, and we We have also taken measures that will lead to a return to implemented management decisions ranging far beyond the growth in the future. COVID-19 pandemic. 4 5 Management Message experiences, group diversity will improve, as will the attracting visitors to Japan again. For this to happen, we resilience of our organization. Establishing a third brand in must create an environment in which these airlines can our Air Transportation Business and creating a platform procure SAF at major airports in Japan. I am calling for SAF business leveraging our customer data assets are two as a major management issue, because SAF will play a role major programs under Business Structure Reform. To this in establishing a solid position for Japan as a tourism end, we pursue the transformation (diversification) of our nation. I hope to take this issue head-on in cooperation with business portfolio as we make use of new concepts the government and relevant agencies, as well as with the generated by the diverse base of our human resources. cooperation of the other domestic airline companies. The third theme is to address environmental issues, What these three themes have in common is our ability to which should be understood in a framework broader than create a future filled with hopes and dreams beyond the simple decarbonization efforts. For example, Sustainable framework of the interests of our group. Faced with the Aviation Fuel (SAF) is expected to contribute to the COVID-19 pandemic, our group has significantly limited reduction of CO2 emissions in a significant way. Setting up a opportunities to bring happiness to passengers and stable procurement scheme for SAF is an urgent issue as customers through our services. One day, we will be able to we look to the future. Here, the ANA Group is leading the talk about this pandemic as a thing of the past. But today, industry and lobbying related parties to educate the industry our generation must take responsibility to solve the issues and create a system for mass production. Fostering mass we face, so the next generation will not have the same production of commercial SAF in Japan will lead to the struggle. I believe fulfilling our mission inspired by the idea greater development of our country as a whole. Foreign to serve our stakeholders and to serve the future will airlines that fly to/from Japan will be an essential part of naturally lead to sustainable growth for the ANA Group. Making Changes toward the Post-COVID-19 Era What We Must Protect for the Future Some industries in the world have grown steadily, even services that should be performed by our staff and those that We will continue to change in response to the changing needs of of bereaved families. Employees discuss how to prevent acci- during the COVID-19 pandemic. The IT industry, should be digitized, finding the best mix that ensures our our customers and social issues. At the same time, however, dents and incidents, which raises our awareness of safety. As telecommunications, pharmaceuticals, biotechnology, home business structure is compatible with leading world trends. In there are some things that we must never change. Things that we build an atmosphere of mutual trust and support across delivery, and e-commerce are such examples. These this way, we will provide new value to society and achieve underpin our management foundation and that we must protect different roles within the group, we are more able to embody industries are experiencing an expansion in business greater productivity. for the future. I am talking about Safety and Human Resources. safe behavior. As the impact of COVID-19 continued through- domains adapted to changing customer needs. Products The second theme is to expand diversity. In the process Safety is our promise to the public and is the foundation of out fiscal 2020, we are devising and implementing ways for and services in the airline industry must respond to changing of growing our international business, we have encountered our business. As an airline group, and as critical social infra- trainees to participate more proactively. This includes group- customer needs in areas such as ESG, hygiene and many overseas cultures and business practices. Doing structure, safety is absolutely essential. We place the highest wide online training programs. On July 30 of this year, the cleanliness, contactless operations, self-service, business overseas means accepting cultures that are priority on safety, even as times change. The ANA Group ANA Group observed a moment of silence and renewed our simplification, and personal customization. We identified different from our own. What makes this possible is our engages in a culture of safety at all times, including a culture of commitment to safety. But a culture of safety is not built three themes to embody as we move toward the future. people. The airlines business is about people (i.e., reporting, a culture of fairness, a culture of flexibility, and a overnight. We will continue our diligent efforts, together with Under these themes, we intend to change the conventional passengers and customers) primarily. The people (i.e., culture of learning. We will spare no investment in handing our employees. practices in which our group has engaged for so many years. employees) who support this business are a key element in down this culture of safety to the next generation. Our pursuit of safety is not limited to aircraft operations, but The first theme is to pursue services and business models creating sustainable added value, and they serve as a For example, we include details of past incidents of aircraft extends to numerous other fields such as food safety and compatible with the new normal. This is an important driving force for expanding our business domains. One of accidents, hijackings, and other unsettling events in our regular information security. Positioning hygiene as a new value reflects management focus looking ahead to the post-COVID-19 era. our strengths as a group is that we have employees of internal education and training programs at different employee the importance of offering peace of mind to our passengers Here, we plan to improve cost competitiveness in our Air various age groups working around the world, representing ranks. This year marks the 50th anniversary of the Shizukuishi and customers. And we intend to feature hygiene as a new Transportation Business, while we change our paradigms a wide range of attributes, including gender, nationality, and accident that occurred on July 30, 1971. We conduct various component of service quality in the post-COVID-19 era as and operational flow. For example, we want to replace employment models. As of August 2021, the ANA Group educational activities to keep the memory of this accident alive quickly as possible. We will also work with related parties to human airport operations with digital technologies where has seconded a cumulative total of 1,200 employees to in our company. One example is an exhibit of aircraft parts and introduce new operating practices, including digital proof of possible to meet the needs for self-service and personal entities outside the group. I expect that as we gather more passenger seats that were deformed as a result of the incident. vaccination, to create an environment in which every passenger customization. We will continue to scrutinize areas within our employees representing various values based on their own Another is having employees read the memoirs and messages can travel between Japan and overseas with peace of mind. 6 7 Management Message In Japan, vaccinations have been progressing rapidly over the dialogue more than ever. Dialogue is one tool for employees to diminished one iota. As we introduce service models employees. I think we can say there is a light at the end of past few months. The ANA Group was the first company in connect with one another, sharing concerns and uncertainties tailored to the new normal and transition to new business the long tunnel. What lies ahead is not the old world, but a Japan to begin vaccinating employees at work. This is the year as we strive to overcome this crisis. During fiscal 2020, ANA models, we will raise the value we create as the ANA Group new world we have yet to see. We are an airline group that in which our group will make a contribution to society by mobi- executives held a total of 1,667 town meetings, direct dialogue to higher levels than ever before. has grown together with our passengers and customers, lizing the wisdom and efforts of humankind to bring a conclu- with employees. The management teams of group companies, We announced our first quarter financial results for fiscal overcoming challenges over the 69 years since our sion to COVID-19. In so doing, we will restore safety and including myself, spoke with a total of about 32,000 employ- 2021 on July 30, amid the ongoing impact of COVID-19. founding. We will continue aiming for a return to growth in security to our daily lives. ees. We listened to concerns about the ongoing impact of the While we felt the impact of the declaration of a state of the post-COVID-19 era, striving to continue as the airline of What we must also not forget, however, is our human COVID-19 pandemic. Employees are concerned about emergency in late April, we grew revenue in our cargo choice by our stakeholders. As the top management of the resources. As I mentioned in our 2020 report, as the COVID-19 deserted airport counters that once were crowded with business and engaged in consistent cost management, ANA Group, I am committed to carrying on the spirit of the infection began spreading around the world in late January passengers. Some raised questions about airport handling narrowing operating loss by a significant margin compared words of our founder, “Hardship Now, Yet Hope for the 2020, we operated charter flights for persons in Wuhan, China, changes due to suspended and/or reduced flights. We endeav- to the same period in the previous fiscal year. This result Future.” who wanted to return to Japan. Even before the full extent of ored to dispel individual worries as much as possible by talking confirms the steady progress of our internal reforms as we I ask for your continued support of the ANA Group. August 2021 KATANOZAKA Shinya President & Chief Executive Officer COVID-19 was known, a large number of our employees took directly with employees. We share hope with them, while build on a number of other measures. Passenger demand the initiative to operate the flights at their own risk. This repre- conveying our ideas in detail about overcoming the COVID-19 for domestic operations has been recovering steadily. We sents just one typical response, and we continued our efforts pandemic. see more passengers at airports and in our aircraft, eyes to overcome the COVID-19 pandemic, driven by our sense of During the course of repeated dialogues, employees began sparkling at the opportunity to travel after so long. I am mission as humans engaged in the airline industry. In this to express a variety of opinions. We collected more than 1,600 happy to see a return to the bustling activity and smiling sense, it is no exaggeration to say that we pushed through ideas for new initiatives in this time of crisis. Ideas included faces of our crew, airport staff, and other frontline fiscal 2020 supported by the power of our people. Immediately sightseeing flights using the Airbus A380, e-commerce sales of after the emergence of COVID-19, I declared my intent to in-flight meals and aircraft goods, opening restaurants using protect the jobs of our employees. The ANA Group employs our aircraft, hosting weddings, and more. From the standpoint 46,000 people around the world—people who work diligently of management, my only question has been, “Are we going to on a daily basis to ensure the safety of our aircraft and opera- do it or not?” Once decided, I provide my support with a sense tions. I am proud of our employees who fulfill their roles in of urgency to collect the relevant departments together. Now is dealing with COVID-19, even as we operate under declarations the time for us to embrace our founding spirit of Wakyo* (close of a state of emergency in Japan. cooperation) and gather momentum as a group to overcome Eliminating officer bonuses and reducing pay are a natural the COVID-19 pandemic. response to the situation at hand. After struggling with the decision, we also asked our employees for their cooperation and patience in pay and bonus reductions. The understanding and cooperation of the labor unions will be a great help in overcoming COVID-19. Amid the ongoing hardships, we value * Wakyo: No matter who you are, have the confidence to voice your opinions. We base our actions on the results of thorough discussion and take decisive action as one. Our Future Direction —My Commitment— During the third quarter of fiscal 2020, the number of In the year and a half since we began responding to the people infected with COVID-19 in Japan subsided COVID-19 pandemic, I have pondered the significance of temporarily. At the time, we saw a rapid recovery in the ANA Group and of our existence. In the post-COVID-19 domestic passengers, driven by the GoTo Travel Campaign. era, some business travel will likely be replaced by online We also received many applications for the Airbus A380 methods. But I believe the value of traveling and sightseeing flights. We believe that demand for air travel will experiencing a destination with one’s own five senses, of recover rapidly in response to a trigger of some kind. Many meeting people face-to-face, is becoming greater than ever. customers sent messages of support, expressing their Our group mission statement describes the wings within desire to board a plane and travel as soon as possible. We ourselves that we use to fulfill the hopes and dreams of an know that customers are eager to travel by air. interconnected world. I am convinced that this role has not 8 9 9 A Philosophy Inherited from Our Founder “Trust and love are the threads that weave a beautiful world” “Wakyo” (Close Cooperation) Group Synergies “Hardship Now, Yet Hope for the Future” Ambition in Our DNA Our Mission in Society A Business with Integrity A Resolute and Independent Business A Self-Reliant Business Mission Statement Built on a foundation of security and trust, “the wings within ourselves” help to fulfill the hopes and dreams of an interconnected world. ANA Group Safety Principles Safety is our promise to the public and is the foundation of our business. Safety is assured by an integrated management system and mutual respect. Safety is enhanced through individual performance and dedication. Management Vision It is our goal to be the world’s leading airline group in customer satisfaction and value creation. ANA’s Way To live up to our motto of “Anshin, Attaka, Akaruku-genki!” (Trustworthy, Heartwarming, Energetic!), we work with: 1. Safety We always hold safety as our utmost priority, because it is the foundation of our business. 2. Customer Orientation We create the highest possible value for our customers by viewing our actions from their perspective. 3. Social Responsibility We are committed to contributing to a better, more sustainable society with honesty and integrity. 4. Team Spirit We respect the diversity of our colleagues and come together as one team by engaging in direct, sincere and honest dialogue. 5. Endeavor We endeavor to take on any challenge in the global market through bold initiative and innovative spirit. 10 10 11 11 ANA Group Strengths The ANA Group is celebrating our 69th year in business. No matter how severe the environment, we have always united in our efforts, overcoming obstacles and refining our unique strengths in the process. We demonstrated the strengths we have cultivated, even during the COVID-19 pandemic, every element interacting and amplifying to drive our value creation. A Spirit of Challenge, Never-Ending Pursuit of the Best To meet the latent needs of society and create new value, we continue to introduce better products and services, always brave in the face of change. During the COVID-19 pandemic, we have been engaging in Business Structure Reform to adapt quickly to declining passenger demand and changing customer needs. We are striving to overcome difficulties through the spirit of endeavor in the DNA passed down to us as we aim for a return to growth in the post-COVID-19 era. Pursuing the Needs of Our Customers Strong Relationships with Our Stakeholders To fulfill our responsibilities as social and transportation infrastructure, we maintained our passenger flight network to the greatest extent possible, even in times of slow demand. In addition, we operated extra cargo flights to meet the strong demand during the COVID-19 pandemic. The ANA Group supports the interchange of people, goods, and culture, contributing to the revitalization of economy and trade as we play an important role together with our stakeholders in the sustainable advancement of society. Strengths Cultivated Strengths That Create Value Comprehensive Capabilities, Working Together to Achieve Our Goals In January 2020, we operated charter flights from Wuhan to Haneda for customers who had difficulty returning to Japan due to the spread of COVID-19. Despite the real risk of infection, all ANA Group companies worked together to bring a total of 828 customers home to Japan. We have an ingrained culture of Team Spirit. Every department brings its own expertise and cooperates across organizational boundaries to achieve our goals. Obsessed with Exceeding Expectations Group Quality, Building Even Higher Levels We endeavor to see from the customer’s point of view, aiming to improve quality and service by ensuring safety and pursuing on-time operations relentlessly. In response to the growing need for hygiene and cleanliness, we are creating environments to inspire passenger confidence in our aircraft through initiatives such as the ANA Care Promise. As a result of our efforts, ANA was awarded the highest rating of 5-STARS in the COVID-19 Airline Safety Rating by SKYTRAX in the UK. 12 13 The ANA Group Value Creation Process The Value Creation Process We maximize the cycle of four strengths that drive value creation through widespread communications of the philosophy inherited by the ANA Group, the appropriate investment and allocation of management resources. At the same time, we maintain a solid management foundation built on safety and human resources, etc. By executing our strategy, we will create social value and economic value simultaneously. As we do so, we aim to improve corporate value and contribute to the Sustainable Development Goals (SDGs). A Spirit of Challenge, Never-Ending Pursuit of the Best Strong Relationships with Our Stakeholders Inheriting the Spirit of Challenge Strengths Cultivated Strengths That Create Value Comprehensive Capabilities, Working Together to Achieve Our Goals Group Quality, Building Even Higher Levels ANA Group Management Resources Power of People who are willing to endeavor and challenge Fleet and Network connecting the world Trust of our customers and society Limited Natural Resources shared with humankind Financial Foundation allowing us to spread our wings Sustainable Corporate Value Enhancement Achieving Our Management Vision Execute Execute Our Strategy Our Strategy P.16 Timeline for Simultaneous Creation of Social Value and Economic Value External Environment Analysis Create Social Value and Economic Value in Parallel The ANA Group Approach to Value Creation To grow with society and achieve improvements in corporate value, it is important that we pursue more than economic value. We must also create social value as we implement our corporate strategy. We strive to stimulate new demand, improve productivity, and control cost increases to expand operating revenues and profits. In addition, we aim to achieve sustainable societies and increase corporate value by contributing solutions to various social issues, including decarbonization, the respect for human rights in society, Japan as a tourism nation, and the declining workforce. Economic value Simultaneous Value Creation Social value Expand market share Strengthen our competitive ability Provide smart, comfortable travel Stimulate new demand Revitalize our regional tourism business Improve quality and service Foster and utilize a diverse employee base Contribute to Japan as a tourism nation Promote diversity and create societies that respect human rights Improve convenience and productivity Generate efficiencies and innovation through DX Respond to the decline in the domestic workforce Control increases in fuel and other expenses Pursue energy efficiencies Create a decarbonized society Management Foundation 14 Mission Statement Safety Hygiene Corporate Governance Human Resources / ANA’s Way 15 The ANA Group Value Creation Process Timeline for Simultaneous Creation of Social Value and Economic Value For the ANA Group to continue growing together with our stakeholders, it is important that we set appropriate goals reflecting an awareness of the time horizon for short-term initiatives (to respond agilely to changes in the business environment and social conditions) and medium- to long-term initiatives (steady progress toward a defined ideal state in the future). In fiscal 2020, we formulated the Business Structure Reform initiative to show the way to a return to growth in the post-COVID-19 era. At the same time, we formulated medium- to long-term ANA Group ESG Commitments to clarify the vision we aim to achieve by the years 2030 and 2050. We will pursue the creation of both social and economic value in parallel by pursuing business strategies sen- sitive to the environment (E), society (S), and governance (G). Our approach considers a global and long-term perspective that transcends the boundaries of our group. Understanding of the Short-Term Environment 2021 • New normal • Change in airline market demand structure Create Social Value and Economic Value in Parallel I n i t i a t i v e s S h o r t - Te r m C u r r e n t A N A G r o u p C o r p o r a t e S t r a t e g y Material Issues (P.44) Business Structure Reform Environment Human Rights Regional Revitalization Diversity and Inclusion Reduce resources (aircraft, human resources) Pursue a group airline model compatible with the new normal Expand non-airline revenues by utilizing customer data, etc. A N A G r o u p C o r p o r a t e S t r a t e g y E x e c u t i n g t h e N e x t Operating Risks External Environment Internal Environment (1) International developments (geopolitical risk, environmental regulations) (2) Economic downturns (3) Government air transportation policies (4) Fluctuations in crude oil prices and exchange rates (5) Infectious diseases and large-scale disasters (1) Corporate strategy (2) Aviation safety (3) IT system failure, cyberattacks, information leaks (4) Profit structure (5) Finances Understanding the Medium- to Long-Term Environment • Economic growth in Asia/Pacific • Changes in the social structure of Japan and the world • Technological evolution • Climate change and resource shortages • Recurring pandemics t o L o n g - T e r m M e d i u m - i v e s i a t I n i t 2030 2050 ESG Management E • Reduce CO2 emissions • Reduce resource waste ratio • Reduce food waste ratio • Conserve biodiversity • Respect human rights • Engage in responsible procurement • Innovate to resolve social issues • Support regional revitalization • Respond to the diversity of our customers • Develop human resources for sustainable growth • Strengthen governance structures S G i i i A c h e v n g M e d u m - T e r m G o a s l i i A c h e v n g L o n g - T e r m G o a s l 16 17 The ANA Group Value Creation Process The ANA Group Value Creation Process What Must Change, What Must Never Change Message from the Independent Outside Directors Remaining committed to the absolute mission of Safety, while nurturing business through new concepts and an eye to the changes of the next generation YAMAMOTO Ado Independent Outside Director COVID-19 has had a major impact on the ANA Group. But Business Structure Reform will require brand new con- I commend the group on the agile implementation of a cepts. The core of the ANA Group is the Air Transportation number of key measures including controlling capacity to Business. The group develops Travel Services, Trade and meet demand, emergency cost reductions, and securing Retail, and other companies around this core, but the cash on hand in a flexible manner. Even in a rapidly chang- COVID-19 pandemic has exposed the high degree of risk in ing external environment that requires nimble management the linkage with air transportation. In the recent past, ANA X decisions in all aspect of business, we in the transportation Inc. and ANA NEO, Inc. have engaged in ambitious efforts industry know that we must commit to Safety at all costs. to create new businesses. And the group should consider To ensure Safety, we must have a safety-focused mindset more non-air businesses that generate profits, looking to at all times. In addition to regular checks, special campaigns the coming changes of the next generation. and other educational activities are effective in this respect. The ANA Group is making steady progress in preparing Moving forward, it will be important to utilize AI and IoT to for the post-COVID-19 era, setting targets for resource create deeper systems that detect hazards in advance. For reductions as of the end of fiscal 2020. But management example, such systems will be able to sense a small event must show a certain level of preparedness, having taken occurring in an aircraft engine, extrapolating likely risks and measures related to personnel expenses and having asked allowing for appropriate measures in advance. In this and employees to cooperate in terms of compensation pack- other ways, I expect technological innovation will raise ages. I worked tirelessly toward restructuring between my safety to new heights. time serving as director in charge of human resources and Environmental initiatives are another extremely important president at Nagoya Railroad Co., Ltd. At the time, I took issue for the airline industry. The ANA Group set a goal to the opportunity to speak with as many employees as pos- reduce CO2 emissions to net zero by fiscal 2050. We recog- sible, carefully explaining in my own words the current situ- nize that this is a very high hurdle. In addition to the intro- ation and management policies. The ANA Group is taking a duction of fuel-efficient aircraft and Sustainable Aviation proactive stance in holding town meetings under the leader- Fuel (SAF), it is important to think flexibly and actively seek ship of top management. I expect that these dialogues will new technologies. Hydrogen engines, fuel cells, and other deepen an understanding related to management policies, next-generation power sources could be used on domestic helping employees find hope and align in the same direction routes, for example. The environment is a global issue, so to overcome this crisis. we must engage with governments, industries, and other companies if we are to achieve our goals. The ANA Group pursues Business Structure Reform in response to the changes in our environment, aiming to achieve a steady return to growth in the post-COVID-19 era. We asked outside directors Mr. YAMAMOTO Ado, Ms. KOBAYASHI Izumi, and Mr. KATSU Eijiro for their opinions on what the ANA Group should change boldly, without being bound by convention, and what the ANA Group should never change, even in this time of reform. 18 19 The ANA Group Value Creation Process What Must Change, What Must Never Change Message from the Independent Outside Directors To be an organization in which every individual demonstrates a sense of ownership in shaping the future, inheriting the philosophy and values handed down from earlier generations KOBAYASHI Izumi Independent Outside Director In January 2020, ANA operated a charter flight for passengers Now, these employees must be brave and seek out challenging wishing to return home to Japan from Wuhan. When the environments, experiencing successes while solving problems actual situation of COVID-19 was still unclear, ANA made the within their scope of authority. The group must change its per- commendable choice to benefit society, despite an awareness sonnel systems and on-the-job mentorships in a flexible of the risks. The ability to take immediate action in hygiene manner to allow every employee to work with a sense of own- measures and financing showed the strengths of the group. ership and the determination to rebuild the company. Creating a At the same time, I believe the group could have taken even wider range of opportunities for free dialogue with upper man- more effective action by examining potential future develop- agement could be effective, as well. ments in greater depth. If the group imagined the impact of The board of directors is also placing more importance on major cancellations and passenger flight reductions on the air internal dialogues, visiting the front lines more often than cargo market, it perhaps could have maximized cargo busi- ever before. The group can strengthen governance further by ness capacity more quickly and decisively. gathering information from a wide variety of sources beyond The airline industry is at a major turning point. To date, the what is shared in board of director meetings. In so doing, group focused on expanding business. Going forward, the the group will gain a better understanding of the front lines group must rebuild its portfolio as quickly as possible. The and stakeholder expectations, applying this information in group should not ever change the philosophy that has been management. Creating an environment in which every employee has a sense of purpose and all work toward the same goal KATSU Eijiro Independent Outside Director handed down since its founding and the values it has cher- As individual values are changing dramatically, the pursuit of When I was appointed outside director a year ago, the I hope every employee maintains the pride of being a ished. But this is an opportunity to discuss in detail, without diversity has become even more important. This is a topic that COVID-19 pandemic was just emerging. Although the situa- member of a global top-tier airline group that has a rich being tied to the past, what businesses truly utilize the is attracting much attention from society. There is still room for tion was extremely difficult, I appreciated the strong leader- history of approximately 70 years. This pride will lead to strengths of the group, and what sort of value the group can improvement, not only with regard to women, but also with ship of top management, who continued to share corporate personal growth and self-actualization, as each person provide to society and stakeholders. In this way, I believe the regard to the number of outside directors and diversity among messages to employees. Informing employees of targets, maintains a high level of awareness, working while thinking group can discover its ideal portfolio. internal directors. Rather than superficial measures to adjust clarifying specific measures, and inspiring hope during dif- about the meaning of the company and how they contribute To overcome the crisis that lies ahead and survive the next numbers, I believe the group must consider the essence of ficult times is an extremely meaningful approach in terms of to the world, their country, their organizations, and society. generation, the ANA Group must find human resources who the demands of Japan’s Corporate Governance Code, seek- maintaining motivation. There is something that I always say to the employees in my take the responsibility to solve problems. The employees who ing deeper discussions and taking into account objective The COVID-19 pandemic has caused a shift in personal company. I tell them, “You spend hours of your precious joined the group after the business had become relatively stable perspectives from third-party evaluations and other sources. values. I believe needs for airline services will polarize in the time in your organizations every day. How you spend that have come up under the protection of a large organization. future. Some customers will continue to expect the same time will make all the difference in the rest of your life.” 5-Star level of service quality, while others may demand Dialogue is important to enhance and sustain motivation contactless and self-service options. Even when offering the for employees. The ANA Group conducts frequent town latter options, it shouldn’t allow airlines to sacrifice service meetings between executives and employees, and the quality. The group must carefully examine and determine group should continue to be active in this respect. Of what the customer wants. course, management must gain an understanding of the Some say that the group should speed up the process of front lines through dialogue. But now that the external envi- dealing with these issues. Of course, the group can embark ronment is changing so drastically, it is also important to on digitalization and other measures as soon as possible, create an environment in which employees have their own and many other measures also require speed. However, we clear goals, established based on an understanding and are in the midst of ongoing change, and I do not believe clear communication of management policy, aligning every there is a need to rush to conclusions about changing cus- employee in the same direction. tomer preferences and the future. The ANA Group must engage in deeper discussions about what to maintain and what to change in the future, including universal themes. 20 2121 The ANA Group Value Creation Process Business Strategy The environment surrounding the ANA Group is going through major changes due to COVID-19. We are continuing with Business Structure Reform steadily to return to growth and become a resilient corporate group capable of withstanding future pandemics. THE WEDDING with ANA: In-Flight Wedding THE WEDDING with ANA is an ANA Group original wedding package in a time when overseas wed- dings are difficult to perform. We helped create once-in-a-lifetime memories at airports and inside our aircraft cabin space, the closest most can come to overseas travel at this time. P.76 The Power of People in the ANA Group 22 22 23 Overview of Business Structure Reform and Fiscal 2021 Plan For the most up-to-date information, please refer to the following website: Financial Results Presentation Materials: https://www.ana.co.jp/group/en/investors/irdata/supplement/ Business Environment Surrounding the ANA Group Initiatives to Overcome the COVID-19 Pandemic The impact of COVID-19 has resulted in major changes to the The group believes it necessary to adjust our resources, environment surrounding the airline industry. mainly aircraft and human resources, and to transform our Although passenger demand declined significantly on a service and business models to respond to these changes in temporary basis, we expect to see a gradual recovery to air travel demand. pre-COVID-19 levels over the medium term as vaccines If we are to respond to the risk of a significant and become more widely available and the pace of globalization prolonged slowdown in air travel demand, we must transition continues to progress. to a resilient business structure, revising our cost structure, Passenger segments will be affected, as we expect to see a which consists of a high ratio of fixed costs, and the current contraction in the ratio of high-unit-price demand, mainly group profit structure, which relies heavily on the Air business travel, and an increase in the ratio of relatively low- Transportation Business. unit-price demand, including leisure and VFR*. At the same In this section, we will provide an overview of our Business time, passenger and customer needs for hygiene, non- Structure Reform, which we created at the end of October contact services, and simplification are rising. 2020, and our plan for fiscal 2021. 1 The COVID-19 Pandemic Has Caused Changes in Society and the Attitudes and Behaviors of People (Impact on Airline Demand) Short term (With-COVID-19) Medium term (Post-COVID-19) Number of passengers (quantitative change) Decrease in passenger demand Recovery to pre-COVID-19 levels Passenger segments (qualitative change) Recovery driven by leisure and VFR demand Decrease in business travel demand Structural change in the composition of our customer base Leisure and VFR Business travel Increase Decrease Throughout fiscal 2020, the group worked swiftly and smartly on a variety of initiatives to overcome the COVID-19 pandemic in terms of our business and our financial performance. Theme Emergency response measures Steady implementation of Business Structure Reform (formulated on October 27, 2020) FY2020 FY2021 Match capacity to demand trends / optimize employee utilization and services Comprehensive hygiene measures ANA Care Promise 1) Reduce resources (aircraft, human resources) Business Structure Reform: Three Pillars 2) Transform the business model of Air Transportation Business Accelerate transformation 3) Utilize customer data assets Cost reductions / control capital expenditures Finance Ensure liquidity on hand Strengthen financial platform (public offering) Debt from indirect financing (subordinated loans) Maintain and strengthen financial flexibility * VFR: Visiting Friends and Relatives Business ANA Group Response Must Change Service and Business Models for the New Normal Business Structure Reform: Three Pillars 2 Significant and Prolonged Slowdown in Air Travel Demand Due to Travel Restrictions Significant and prolonged weakness in air travel demand Group profit structure dependent on the Air Transportation Business High fixed cost ratio Direct link to decrease in group profit ANA Group Response Must Transform into a Resilient Business Structure Capable of Withstanding Future Pandemics Short-term Medium-term (1) Temporarily reduce scale of the Air Transportation Business, mainly in the ANA Brand, to overcome the COVID-19 pandemic (2) Transform the business model of our Air Transportation Business for sustainable growth under the new normal of the post-COVID-19 era (3) Establish a platform business that utilizes customer data assets to create new revenue opportunities During the first half of fiscal 2020, we focused on emergency Business Structure Reform at the end of October, pursuing response measures in our businesses, matching capacity to initiatives focused on three pillars for the group to survive and demand trends, optimizing personnel assignments and ser- return to growth, even should the COVID-19 pandemic con- vices, etc. Also, we introduced comprehensive hygiene mea- tinue for an extended period of time. sures under the banner of the ANA Care Promise. In addition, we accelerated our transformation by maintain- In terms of finances, we engaged in cost reduction mea- ing and strengthening financial flexibility through indirect sures, curbed capital expenditures, and, quite early on, financing and a public offering, looking forward to the post- secured enough liquidity on hand for the time being. COVID-19 era. During the second half of fiscal 2020, we formulated our 24 25 Business Strategy Overview of Business Structure Reform and Fiscal 2021 Plan For the most up-to-date information, please refer to the following website: Financial Results Presentation Materials: https://www.ana.co.jp/group/en/investors/irdata/supplement/ Progress in Business Structural Reform Theme1 Short term Temporarily reduce scale of the Air Transportation Business, mainly in the ANA Brand, to overcome the COVID-19 pandemic Theme2 Short and Medium term Transform the business model of our Air Transportation Business for sustainable growth under the new normal of the post-COVID-19 era 1. Aircraft 2. Human Resources 1) Accelerated retirements, mainly of wide-body aircraft 1) Reduce the number of group employees (FY2020) a. Natural decrease due to retirement, etc. 2) Postpone the planned aircraft delivery schedule b. Voluntary retirement offering (FY2020) No. of Aircraft Reduce by approximately 25 aircraft (vs. end of FY2019) c. Curb new hiring (FY2021-FY2022) 2) Review benefits Wide-Body (included No.) 303 59 274* 36 271 275- 280 No. of Group Employees Reduce by approximately 4,000 (vs. end of FY2020) 269 241 236 Approx. 240 Reduce number of wide-body aircraft significantly 34 33 35 35-40 End of FY2019 End of FY2020 End of FY2021 (Plan) End of FY2022 (Plan) 46,580 Approx. 44,000 Approx. 42,500 End of FY2020 End of FY2021 (Forecast) End of FY2022 (Forecast) * Excluding aircraft retired prior to the end of FY2020 FY2020 Complete a resource reduction measures FY2021 and beyond Deepen fixed cost control Improve unit cost steadily Maintain appeal to high-unit-price markets Expand target markets Brand positioning Price/service quality 1) Optimize supply–demand balance Expand route network through careful selection 2) Transition to new business and service models [Themes] ESG, hygiene and cleanliness, universal services, A shrinking high-unit-price market self-service, personalization 3) Streamline through digitalization, etc. New Third Brand Cover the growth markets of Asia/Oceania 1) Utilize existing resources and expertise effectively Prepare to begin operations in late FY2022 or early FY2023 2) Conduct business more flexibly and at reduced costs Maintain appeal Expand target markets Cultivate demand for low-cost and simplified operations 1) Attract new passenger segments (business demand, etc.) 2) Expand domestic routes, mainly at major metropolitan airports Expand to Chubu Airport 3) Accelerate collaborations with ANA (code-sharing, route/flight frequency adjustments) Develop demand Cover growing markets Third Brand Maximize demand coverage across the group Pursue an optimal Air Transportation Business portfolio Expand base of demand Flight distance We accelerated aircraft retirements, mainly of wide-body over the next two years. We will accomplish this by restricting The ANA brand will maintain its appeal to the higher-priced Peach will target domestic and neighboring Asian markets aircraft, during fiscal 2020, reducing the total number to 274 new hiring and other measures to reduce the scale of our market, while capturing a wider range of non-business to cultivate demand for low-cost and simplified operations. in the group as of the end of fiscal year (operating basis). business temporarily. passenger segments, which we expect to grow in the future. In addition to capturing new passenger segments (e.g., We have already made arrangements with manufacturers to While we protect the jobs of our group employees, we will At the same time, we will shift to new business and service business demand), Peach will expand domestic routes, mainly postpone the delivery of aircraft. Even with these measures, also reduce personnel expenses by revising compensation models to adapt to the new normal, pursuing labor savings to major metropolitan airports. We will also accelerate we intend to respond in a flexible manner according to packages. and streamlining through the use of digital technologies. collaborations between our full service carrier and LCCs, demand trends. Having taken these measures throughout fiscal 2020, we The newly established third brand will tap into growth which include the launch of code-sharing with ANA beginning In terms of human resources, we plan to conduct a reduc- completed resource reduction measures. We will deepen cost markets such as Asia and Oceania, targeting demand for August 2021. tion in force by approximately 4,000 employees groupwide control mainly in fixed costs and improve unit cost steadily. inbound flights to Japan. Air Japan Co., Ltd. will serve as the As each company engages in transformation, we will umbrella entity under which we prepare and allocate existing pursue an optimal Air Transportation Business portfolio by resources and expertise, aiming to commence operations in maximizing group coverage of demand. We accomplish this the second half of fiscal 2022 or the first half of fiscal 2023. through the optimal positioning of each brand and stronger This brand will focus on mid-range international flights by marketing collaborations. reducing costs and offering reasonable fares. 26 27 Business Strategy Overview of Business Structure Reform and Fiscal 2021 Plan For the most up-to-date information, please refer to the following website: Financial Results Presentation Materials: https://www.ana.co.jp/group/en/investors/irdata/supplement/ Progress in Business Structural Reform Passenger Demand Forecast Theme3 Medium term Establish a platform business that utilizes customer data assets to create new revenue opportunities P.38 Special Feature: Establishing a New Platform Business 1. Purpose Create new revenue opportunities by utilizing customer data accumulated so far 2. Action April 2021 reorganization of group companies (1) Provide value beyond the airline business (2) Maximize customer lifetime value ANA X Inc. Platform Business Company We have made the following assumptions in our forecast of future passenger demand. When we began formulating our fiscal 2021 plan, we assumed restrictions some time by the end of the year. demand for domestic routes would recover beginning in the We assume that average demand for fiscal 2021 will be 30% second quarter of fiscal 2021. of pre-COVID-19 levels, with year-end demand at 50%, and a Our assumption was based on the belief that we would see a recovery to pre-COVID-19 levels at the end of fiscal 2023. gradual recovery in demand for travel and ancestral home trips Domestic passenger results were short of our initial plan for that would become more pronounced as vaccinations progress. the first quarter due to the impact of state of emergency decla- Based on our plan assumptions, we expect to see an aver- rations between April 25 and June 20. However, we kept bot- age fiscal 2021 demand recover to 80% of the pre-COVID-19 tom-line impact to a minimum by adjusting capacity to curb levels, returning generally to pre-COVID-19 levels at the end of variable costs and by experiencing higher revenues in the solid- the fiscal year. performing cargo business. On the other hand, we expect passenger demand for inter- Going forward, we will continue to monitor demand trends national routes to recovery in stages, driven mainly by business and implement necessary measures on a flexible and timely travel and traffic associated with expatriates, long-term stays as basis, including adjusting aircraft and human resources. the major countries of the world begin to relax immigration FY2021 Plan Assumptions (Announced on April 30, 2021) Advertisements Recommendations Campaigns Airline business Third brand Regional revitalization business (regional trading companies) Travel Services FFP Points Credit card New businesses New customer database Product sales Lifestyle Goods Regional Network Shared Travels Car rental Families / Partners Education Infrastructure Shopping Investing Digital contents Beauty and healthcare Dining Travel Loans Credit cards Integration Travel Services FY2021 1H FY2021 2H FY2022 and beyond External environment (Assumptions) Concerns about the spread of COVID-19 Steady progress in vaccinations Major countries start to ease travel restrictions Gradual easing of travel restrictions globally ANA Sales Co., Ltd. Company Split Assumptions regarding passenger demand Recovery in demand to pre-COVID-19 demand levels Airline Sales Business Regional Revitalization Company ANA Akindo Co., Ltd. Domestic Recovery beginning in 2Q (mainly leisure and VFR*) Recovery to 90% of pre-COVID-19 levels End of FY2021 International Sluggish demand continues, but signs of recovery beginning in 2Q Recovery trend continues End of FY2023 * VFR: Visiting Friends and Relatives In April 2021, we integrated the Travel Service of ANA Sales develop a regional revitalization business by discovering Co., Ltd., launching ANA X Inc. as a platform business com- attractive regional products, both tangible and intangible, pany. Utilizing customer data accumulated by the group and developing these products for use on the platform. digital touch points such as the ANA Mileage Club app, we Over the medium term, we plan to expand our lineup of intend to establish a platform business built around the Air offerings through credit card and mileage businesses, e-com- Transportation Business, Travel Services, and ANA Credit merce, real estate, and other services, as well as through Card business, which processes more than ¥4 trillion in trans- B-to-B alliances with other companies. actions yearly. In this way, we will provide value that goes beyond the In addition to digitizing the Travel Services and guiding airline business and pursue maximum customer lifetime value, customers to our new platform, we intend to streamline the air expanding non-airline revenues and contributing to earnings ticket and travel sales operations of our airline sales business. as an independent business. Meanwhile, the newly established ANA Akindo Co., Ltd. will [Index] Demand level before COVID-19 (CY2019 results) =100 Domestic Passenger 100 International Passenger 90 75 50 25 0 45 5 1Q 85 20 2Q 95 100 100 85 [Domestic] FY2021 Average: 80 45 50 50 [International] FY2021 Average: 30 1) Figures in this graph represent ANA Brand only (not including Peach, Third Brand) 2) Comparison with the number of pre-COVID-19 passengers (Jan-Dec 2019 results) 3Q 4Q End of FY2021 End of FY2022 End of FY2023 Quarterly Average in FY2021 28 29 Business Strategy Overview of Business Structure Reform and Fiscal 2021 Plan For the most up-to-date information, please refer to the following website: Financial Results Presentation Materials: https://www.ana.co.jp/group/en/investors/irdata/supplement/ Cost Management Present Measures Anticipating a Return to Growth Responding immediately after experiencing the impact of the outbreak of COVID-19, we have imple- mented cost management initiatives on a consistent and comprehensive basis. We are aiming to return to growth in the post-COVID-19 era, while we seek to achieve medium- to long- term environmental goals through decarbonization initiatives. During fiscal 2020, we reduced costs by ¥590.0 billion in total and employment, operating cost reductions, and reforms in In fiscal 2020, we sought to restructure the Air Transportation beyond as we engage in transforming our business model, compared with fiscal 2019. procurement costs, among other initiatives. First quarter Business through Business Structure Reform. While economic restructuring the group business portfolio, and expanding First, we curbed variable costs drastically by adjusting results outperformed our plan, and we intend to continue with conditions changed dramatically, we implemented measures non-air revenues. capacity to match passenger demand. In terms of fixed costs, consistent and comprehensive cost management, including in business and finance. We will also strive to reform our cost structure through fixed we reviewed salaries and bonuses based on an agreement the control of variable costs linked to capacity. In fiscal 2021, we plan to stabilize our business by achieving cost reductions and by converting fixed costs to variable with the labor union. We looked at every expense to make Over the medium term, our policy will be to recover capac- profitability. Our first order of business is to shift to a group costs, engaging in these and other measures to transform emergency reductions. ity as we control the increase in personnel through improved airline model that is compatible with the new normal, improv- ourselves into a resilient corporate group capable of with- For fiscal 2021, we have incorporated measures into our plan productivity and efficiency to reduce unit cost. Here, we plan ing the profitability of our mainstay Air Transportation Business. standing future pandemics. to reduce fixed costs and other expenses by ¥300 billion. to leverage digital technologies for labor savings and automa- At the same time, we look ahead to the next fiscal year and In addition to reductions and exemptions in taxes and tion, among other measures. We will also pursue cost struc- public dues and reducing the number of aircraft in our fleet, ture with greater resistance to risk by converting fixed costs we are engaging in more extensive measures related to wages into variable costs through the use of external resources. 1 Cost Reduction Impact*1 2 Direction of Cost Management over the Medium Term FY2020 Results Major Initiatives 1) Controlled capacity flexibly ¥418.0 Bn 2) Reduced officer remuneration and employee salaries 1) Continue fixed cost reduction measures adopted under the COVID-19 pandemic as long as possible 2) Use digital technologies for labor savings 3) Reduced bonuses and performance- and automation ¥172.0 Bn linked payments 3) Utilize external resources Variable Costs Fixed Costs*2 Total ¥590.0 Bn 4) Adopted temporary leave program 5) Implemented emergency cost reduc- tion measures 1) Reduce unit cost by recovering capacity, while limiting the increase in the number of personnel 2) Pursue a cost structure with greater resistance to risk by converting fixed costs into variable costs Variable Costs Fixed Costs*2 FY2021 Plan Major Initiatives Operation-Linked 1) Control flexibly in response to demand trends ¥300.0 Bn 2) Exemptions from taxes and public fees (landing/navigation fees, fuel taxes) 3) Effect due to the reduction of the number of owned aircraft (deprecia- tion and amortization, maintenance) 4) Develop measures related to wages and employment (personnel) 5) Reduce operation costs (contracts, maintenance, etc.) 6) Reduce procurement costs and facility-related expenses 7) Continue and delve deeper the emergency cost measures *1 All figures compared to FY2019 results *2 Includes Employment Adjustment Subsidy 30 Become a resilient corporate group capable of withstanding future pandemics 10) Initiatives for decarbonization P.52 Pursue medium- to long-term environmental goals 3 Transform Business Model 8) Begin Third Brand flight operations 9) Monetize platform business Restructure group business portfolio Grow non-air revenues Fiscal 2021 4) Switch to new business and service models 5) Strengthen cooperation (ANA and Peach) 2 Achieve Profitability 6) Secure customers (credit card and mileage business) 7) Restructure group businesses Fiscal 2020 Pursue a group airline model compatible with the new normal 1 Pursue Business Structure Reform 1) Reduce resources (aircraft, human resources) 2) Deepen fixed cost control 3) Maintain and strengthen financial flexibility Restructure Air Transportation Business to achieve balance of revenues and expenses 31 Business Strategy Business Strategy Air Transportation Business We will overcome the COVID-19 crisis and build a foundation for sustainable growth. HIRAKO Yuji Member of the Board of Directors ANA HOLDINGS INC. President & Chief Executive Officer ALL NIPPON AIRWAYS CO., LTD. Our dual missions for fiscal 2021 are to pursue every rev- enue opportunity and to redesign our investment and cost structures to establish a foundation for renewed growth. Based on these missions, we will respond appropriately to the ongoing COVID-19 crisis and transform our business structure for the post-COVID-19 era. We expect passenger demand to recover gradually as vaccinations progress in Japan and overseas. We also intend to adjust capacity in a flexible and agile manner and maximize overall revenue, including cargo revenue, for which demand remains strong. At the same time, we will strive to reduce fixed costs further through measures that include reviewing our operational systems and reforming procurement costs. In addition, we will accelerate produc- tivity improvements through operational efficiencies based on the adoption of digital technologies to reduce our workforce and save labor, as well as to accomplish work- style reform. We intend to review and adapt our services to the chang- ing needs of our customers caused by COVID-19. The ANA Care Promise is the foundation of our hygiene and cleanli- ness initiatives to ensure confident air travel. In light of this digital age, we will also pursue more opportunities for cus- tomer self-service and personalization. Our commitment is to evolve into an airline that places greater emphasis on the environment and universal services toward creating sustain- able societies. Since assuming the position of president in fiscal 2017, my focus has been on strengthening our frontline capabili- ties, and with the ongoing impact of COVID-19, we have been increasing opportunities for dialogue between man- agement and employees more than ever. Ideas such as charter flights on the Airbus A380 ANA FLYING HONU and ANA’s Restaurant HANEDA using international aircraft as a dining experience were born from these dialogues. And we will continue to build a foundation for sustainable growth by increasing our capacity for unified action through ongoing dialogues with our employees who support the front lines. We marked record-high revenues in international cargo during fiscal 2020, despite the significant impact of COVID-19 on passenger demand. As a result, Air Transportation Business operating revenues amounted to ¥604.0 billion, a decrease of 65.2% year on year, while operating loss amounted to ¥447.8 billion, compared with operating income of ¥49.5 billion in the previous fiscal year. During fiscal 2021, we intend to capture the recovery in demand while adjusting capacity flexibly to maximize revenue. ANA International Passenger Business Resuming flights in stages while monitoring the latest conditions related to entry restrictions and cargo demand around the world ANA International Passenger Business Results Revenues ASK RPK (Index) Fiscal 2016 = 100 125 100 75 50 25 0 2016 2017 2018 2019 2020 (FY) 24 9 6 Fiscal 2020 in Review We suspended or reduced flights on a large scale in response to slow demand caused by entry restrictions, as countries around the world fought the spread of COVID-19. We exercised selectivity in choosing routes to continue and operated temporary flights based on our assessments of travel restrictions and demand trends throughout our route network. In December, we became the first Japanese airline to introduce a Narita–Shenzhen route. We also began service between Haneda–San Francisco. These new routes reflect our expecta- tions for certain demand, mainly in cargo transportation. In terms of sales and services, we endeavored to capture demand related to overseas assignments, citizens returning home, study abroad, etc. In January, we launched a new Safe Homecoming Service website to help passengers arrange for hotels and transportation under the activity restrictions imposed upon their return to Japan. As a result, international route passengers amounted to 0.42 million, a decrease of 95.5% year on year. Operating revenues were 92.7% lower at ¥44.7 billion. Fiscal 2021 Business Policies While entry restrictions will continue in various countries, we intend to control variable costs by contracting the scale of our operations. However, we will introduce flights in a flexible manner based on an assessment of profitability, including cargo Launch of Haneda–San Francisco Service demand considerations. At the same time, we will monitor vaccination trends and number of infections in the countries we serve. As policies emerge to ease entry and general restric- tions, we will restore capacity appropriately. Digital Certificates Aid in Safe Travel In March 2021, we began testing Common Pass, a technology promoted by the Commons Project. In May, we began tests of the IATA Travel Pass, developed by the International Air Transport Association (IATA). These digital certificates provide proof of COVID-19 test results and vaccinations. Showing the app screen to an immigration officer upon entry or exit allows for smooth, contactless processing, while the app also provides the latest information regarding entry requirements and quarantine standards. We believe the practical implemen- tation of digital certificates will create systems that facilitate traveler confidence during cross- border travel. 32 33 Air Transportation Business ANA Domestic Passenger Business ANA Cargo and Mail Business Strengthening our revenue platform by resuming capacity in line with vaccinations and the resulting increase in travel Maximizing profits by increasing transport capacity, while monitoring the balance between supply and demand Fiscal 2020 in Review After the lifting of the state of emergency declaration in May, demand began to recover, partly due to the effects of the GoTo Travel Campaign. However, demand took another downturn with the reemergence of infections in December, and we adjusted flight operations while keeping a close eye on developments. In terms of sales and services, we launched our Free and Easy Changes Campaign, which allowed changes in dates and destinations with no extra fees. We also launched our original navigation service named Airport Access Navi that supports Mobility as a Service (MaaS). This service provides information to customers regarding rail, buses, taxis, etc., linked to flight operation information. In addition, customers can make reser- vations and pay for tickets in a single step. Through these services and by other means, we took measures to ensure seamless travel for passengers from start to finish. As a result, domestic route passengers amounted to 12.66 million, a decrease of 70.5% year on year. Operating revenues were 70.1% lower at ¥203.1 billion. Fiscal 2021 Business Policies Vaccinations in Japan began in February 2021. With the increase in vaccination rates, demand has entered a recovery phase, mainly in leisure travel. While the situation is subject to rapidly changing trends, we intend to recover profitability as quickly as possible by adjusting capacity in a flexible manner (e.g., resuming flights when appropriate) and by capturing demand proactively. In addition, we will contribute to the revital- ization of local economies. ANA Domestic Passenger Business Results Revenues ASK RPK (Index) Fiscal 2016 = 100 120 100 80 60 40 20 0 46 30 30 2016 2017 2018 2019 2020 (FY) Airport Access Navi Automated Flapper Gates at Domestic Security at Haneda Airport In May 2021, we introduced automated gates with flappers at certain domestic security checkpoints at Haneda Airport. By automating the formerly manual boarding pass verifica- tion process, we are striving to meet customer needs for non-contact, non-face-to-face interactions and greater staff work efficiency. We developed this system at low cost and with quick turnaround (about six months) by combining image analysis technology and flapper ANA International Cargo Business Results Revenues ATK RTK (Index) Fiscal 2016 = 100 180 175 172 78 70 2016 2017 2018 2019 2020 (FY) 150 125 100 75 50 25 0 Fiscal 2020 in Review The emergence of COVID-19 caused suspensions and reduc- tions in flights, as well as reduced cargo loading space on a global basis. Our International Cargo Business saw increase in demand for emergency supplies (masks, pharmaceuticals, etc.) during the first quarter of the fiscal year in response to the spread of infection. In August, we began to see a recovery in 120 demand for automobile-related components, semiconductors, electronic devices, another mainstay commercial products. In the international cargo market, we saw a tightening in the bal- ance of supply and demand in the second half of the fiscal year in particular, driven by congestion in ocean cargo transport. In response, we maximized the use of cargo freighters, capturing demand by increasing the number of extra cargo flights signifi- 60 0 cantly using passenger aircraft. In terms of our route network, we expanded our freighter network by introducing the Boeing 777F wide-body cargo aircraft on the Narita–Frankfurt route in October and the Narita– Bangkok route in December. In addition, we consolidated freighter flights to Narita Airport to increase our fleet efficiency, while at the same time we captured a wide range of demand between Asia, China, Europe, and the United States through Narita Airport. As a result, international cargo volume for fiscal 2020 amounted to 655,000 tons (down 24.4% year on year), while operating revenues amounted to a record-high ¥160.5 billion (up 56.3%). Boeing 777F Aircraft Fiscal 2021 Business Policies Amid an ongoing shortage of space for international cargo due to the suspensions and reductions of passenger flights, we have been expanding our freighter network. We introduced the Boeing 777F on our Narita–Los Angeles route in April. In June and July, we introduced the Boeing 767F on our Narita– Hangzhou and Narita–Beijing routes, respectively. We also aim to expand revenues further by operating extra cargo flights using passenger aircraft as appropriate in light of demand trends. Since February 2021, the ANA Group has been responsible for the transport of COVID-19 vaccines manufactured by Pfizer. We transport these vaccines under the strictest of temperature controls to contribute to a society in which people can live with Transporting Vaccines via Passenger Aircraft gates, without modifying the existing host system. As behavior changes dramatically in the peace of mind through the wider adoption of vaccines. wake of COVID-19, we are making a strong push toward digital transformation, responding to customer needs in a prompt and appropriate manner. 34 3535 Business Strategy Air Transportation Business Non-Air Business LCC Business (Peach Aviation) Airline Related Strengthening efforts to recover profitability in establishing a new revenue pillar to stand next to our Air Transportation Business Capturing the recovering demand for leisure and VFR* through expanded domestic routes Fiscal 2020 in Review Peach began resuming flights in line with the recovery in pas- senger demand following the lifting of the state of emergency declaration in May. Peach opened 10 new domestic routes, including the Narita–Kushiro and Narita–Miyazaki routes in August, and the Nagoya (Chubu–Sapporo (New Chitose) and Nagoya (Chubu)–Sendai routes in December. When demand declined due to the spread of infections, Peach adjusted capacity by responding flexibly and suspending operations and reducing flights as needed. In terms of sales and service, Peach implemented a service allowing customers to book flight tickets and apply for a COVID- 19 test at the same time on some domestic routes, leading to greater confidence. In February, Peach began selling the Simple Peach Plus Fare, which allows customers to change flights and dates. In this way, we are providing passengers with more flexible travel options reflecting weather conditions at the origin and destination, the status of COVID-19 infections, and other factors. As a result, passengers amounted to 2.08 million, a decrease of 71.4% year on year. Operating revenues were 73.1% lower at ¥22.0 billion. Fiscal 2021 Business Policies For the time being, we will prioritize the allocation of manage- ment resources to domestic routes where demand is expected to recover as vaccinations progress. We intend to expand our network further with a new route between Osaka (Kansai)– Memanbetsu beginning in July. We will also increase the number of flights on some routes to/from Osaka (Kansai) and Narita, thereby strengthening our ability to capture demand— leisure demand in particular—during the recovery phase. LCC Business Results Revenues ASK RPK (Index) Fiscal 2016 = 100 150 100 50 0 45 29 26 2016 2017 2018 2019 2020 (FY) Notes: 1. The above graph represents the combined total of Peach and Vanilla Air results (fiscal 2016 includes Peach results before consolidation). 2. Revenues of LCC Operations include ancillary income. Using Masks and Gloves to Combat Infections * VFR: Visiting Friends and Relatives Operating revenues decreased 25.8% year on year to Airline Related Business: Operating Revenues ¥222.1 billion, while operating income decreased 79.7% to ¥3.6 billion. These decreases reflected the ongoing impact of (¥ Billions) fewer contracts for passenger check-in services and bag- gage loading due to COVID-19, despite our efforts to increase revenues, including online sales of international route in-flight meals. As vaccinations progress worldwide throughout fiscal 2021, we expect both Japanese and overseas airlines to resume flights in stages. During this time, we will endeavor to recover and strengthen profitability by focusing on con- tracts for ground handling and other services. Travel Services 284.3 291.0 299.4 264.4 222.1 2016 2017 2018 2019 2020 (FY) Due to entry restrictions across numerous countries during Travel Services: Operating Revenues fiscal 2020, we canceled all overseas travel packages orga- nized by the ANA Group. The GoTo Travel Campaign kick- started domestic travel, and in the third quarter, online (¥ Billions) transaction volume for our dynamic packaged products out- 160.6 159.2 150.7 143.9 45.0 2016 2017 2018 2019 2020 (FY) performed the same period in the previous fiscal year. However, travel demand began to decline again in December due to a reemergence of infections. As a result, Travel Services operat- ing revenues amounted to ¥45.0 billion, down 68.7% year on year, while operating loss amounted to ¥5.0 billion, compared to operating income of ¥1.3 billion in the previous fiscal year. During fiscal 2021, we intend to capture domestic travel demand, which we expect to recover, in a steady fashion, while we strengthen the competitiveness of our internet- based products. Trade and Retail Code-Sharing and Mileage Alliance with ANA In August 2021, ANA and Peach began code-sharing (joint operation) some routes oper- ated by Peach. The airlines selected certain routes to/from Narita, matching the Peach route network, as well as routes to/from Nagoya (Chubu), where Peach has recently entered the market. In this way, we aim to expand code-share routes, while pursuing the benefits of code-share arrangements. Customers can accumulate ANA Mileage Club miles when booking and purchasing tickets for flights under the ANA name. Customers also The e-commerce and other businesses of our digital mar- Trade and Retail: Operating Revenues keting division performed solidly throughout fiscal 2020. However, ANA DUTY FREE SHOP and in-flight sales declined significantly due to COVID-19. As a result, Trade and Retail recorded operating revenues of ¥79.9 billion, down 44.8% year on year, and an operating loss of ¥4.2 billion, compared to operating income of ¥2.9 billion in the (¥ Billions) 136.7 143.0 150.6 144.7 79.9 have the option to convert ANA miles to Peach Points for greater convenience. This previous fiscal year. alliance will capitalize on the strengths and advantages of the ANA and Peach brands, effectively leveraging the resources of both. As vaccines progress, we expect passenger demand to recover gradually throughout fiscal 2021, mainly for domes- tic routes. We will strive to restore profitability in our retail businesses, including ANA FESTA airport shops, and grow our online sales. 2016 2017 2018 2019 2020 (FY) 36 37 Business Strategy Business Strategy Special Feature Establishing a New Platform Business INOUE Shinichi ANA X Inc. President & Chief Executive Officer TAKAHASHI Seiichi ANA Akindo Co., Ltd. President & Chief Executive Officer One of the three pillars of the ANA Group Business Structure Reform is to establish a platform business that utilizes customer data assets to create new revenue opportunities. To this end, we transferred the Travel Services business of ANA Sales Co., Ltd. to ANA X Inc. on April 1, 2021. At the same time, we changed the corporate name of ANA Sales to ANA Akindo Co., Ltd., signaling a fresh start for the organization. ANA X and ANA Akindo will work together as a platform business and regional revitalization company, respectively, aiming to expand non-airline revenues for the ANA Group over the medium term. Business Overview 1. Travel services (planning and sales of travel products and services) 2. Airline sales promotion business (sales of airline tickets through digital channels) 3. Life services business • E-commerce business (A-style, Furusato Tax, Mileage Mall, etc.) • Finance and settlements business (ANA Pay, bank agency, insurance, etc.) • Mileage alliances (mileage merchants, ANA Pay merchants) 4. BtoB solutions business (services for corporate customers using the ANA marketing platform) Business Overview 1. Utilization of projects solicited by ministries, agencies, and local governments 2. Sales activities for ANA Group products 3. Identification, development, and sales support for locally produced goods and materials 4. Development of new businesses (solutions to various issues faced by communities) 5. Activities to attract people to outlying regions (Expand flow of non-resident populations: domestic promotions, inbound visitors; Create directly related populations: multi-location living, workations) 6. ANA airline ticket sales, etc. Messages from the Presidents of ANA X and ANA Akindo ANA X Inc. INOUE Shinichi President & Chief Executive Officer ANA X Inc. was established in October 2016 for the pur- membership program that is enjoyed across a variety of pose of strengthening ANA Group marketing capabilities. ANA Group services, including air travel and shopping. We have endeavored to expand revenues from external The ANA Pay service was launched in December 2020. sources through an ANA economic sphere model, leverag- We plan to improve convenience further for our customers ing the ANA customer base, the ANA brand power, and and position ANA Pay as a general term for all ANA pay- other assets cultivated to date. ment services. In April 2021, we took over the Travel Services business Digital channels will serve as the foundation for establish- of the former ANA Sales Co., Ltd., giving it new life under a ing our competitive advantage. In addition to the ANA SKY modified role. One of the major goals under Business WEB and ANA Mileage Club app, which have a collective Structure Reform is to create new revenue opportunities in 3.5 billion page views annually, we believe digital communi- the non-airlines business. To achieve this goal, ANA X is cations via email and social media will be another way in building systems in the important digital domain. which we demonstrate our capabilities. As the main method in generating new revenues, we plan Using these programs and channels, we will work with to develop businesses that leverage the membership base external partners to create commercial products not only of the ANA Mileage Program and the settlements function for the non-everyday experience of air and travel, which of ANA Pay, making use of the great strength of miles have been our core businesses to date, but also in the incentives. everyday lives of our customers. We will establish systems ANA Mileage Club, launched in 1997, was preceded by that allow customers to earn and use miles across a wide the international route mileage service Program A, which range of services. Our goal is to create a world in which started in 1993. Today, with the support of approximately consumers can conduct their lives via miles rewards. 37 million members, ANA Mileage Club has grown into a Expect exciting things from ANA X in the future. ANA Akindo Co., Ltd. TAKAHASHI Seiichi President & Chief Executive Officer Taking over from the former ANA Sales Co., Ltd., ANA ANA Group name in the near future, as recognizable as Akindo Co., Ltd. marked a new corporate name and a fresh many other Japanese words that have become part of the start on April 1, 2021. While the Travel Services business global vocabulary. has been reorganized under ANA X Inc., regional revitaliza- The mission of ANA Akindo is to create the future of tion will become a new pillar of our business. Together with Japan together with local communities, serving as the the existing airline sales business, we will endeavor for wings that connect local communities with the world. business growth and company expansion. ANA Akindo has 33 branches nationwide, and about 120 The new company name, ANA Akindo, is based on the employees who live and work together with local communi- concept of sampo yoshi, which means good for the seller, ties. Our employees share the real-world concerns and good for the buyer, and good for the world. This was the issues of these communities, working together to find motto of Japan’s famous Ohmi merchants of old. This cor- solutions. This is exactly what ANA Akindo aspires to be: porate name reflects our desire to foster relationships that ANA Group concierges working in step with outlying offer sustainable benefits for local communities, for our communities. customers, and for the ANA Group. In response to various community issues, we plan to Contributing to local communities in a sustainable make full use of ANA Group solutions, including mobility, manner and sharing benefits with stakeholders align with logistics, e-commerce, airport shops, payment settlements, the SDGs, ESG management, and other modern values. and digital communication channels. With the cooperation And while the word Akindo itself has been around for a long of our partners, we will assist in resolving community issues time, I believe the spirit still shines through today. I hope and create the future together. that the word Akindo becomes synonymous with the 38 39 Business Strategy Special Feature ANA X and ANA Akindo have been working together to integrate digital and real-world resources. The companies are striving to accelerate profit growth in our platform business by leveraging the strengths and features of the ANA Group as an airline group responsible for mobility and logistics. Digital Real ANA X is committed to creating a digital platform strategy, beginning with a focus on platform functionality and business reform. ANA Akindo is focused on the business of regional revitalization. The company endeavors to strengthen existing programs, such In terms of functionality, the company is developing the ANA Super app (scheduled for a launch after fiscal 2022) to offer travel as ANA Furusato Tax Payment and workations based on the ANA Furusato Discovery Program. At the same time, the company destination activities, dining, tourism, and other information in a single app. The company has already introduced ANA Pay to collects information on real-world issues from concierges working and living in communities throughout Japan offering new prod- provide payment settlement functions required in the digital market. In the future, ANA Pay will see further upgrades to conve- ucts and services only available through an entity like ANA Akindo. nience and usability. As an example, when considering how to use the land of abandoned farms for business, the single largest issue is where to In terms of business, ANA X is redesigning the travel and e-commerce businesses. The company is introducing more non- find laborers during busy times such as the harvest season. ANA Akindo has proposed a variety of solutions using the ANA everyday business services related to air and travel. At the same time, ANA X is adding functions for everyday services, including airline network to cover travel and lodging expenses for volunteers, to design workations, to encourage two-location lifestyles, real estate, finance, insurance, and more, in pursuit of the goal to create a world in which consumers can conduct their lives via and more. With respect to commercializing agricultural products, ANA Akindo is working with ANA Cargo Inc. to create a brand miles rewards. called Flying OO, planning to sell farm goods in ANA FESTA airport shops. Other ideas include leveraging the strong ANA X Furthermore, ANA X will strengthen cooperation with the regional revitalization business that ANA Akindo is building in the real digital market to expand sales channels in Japan and overseas. ANA Akindo intends to work together with other companies to world. We are leveraging our platform to communicate the attraction of outlying communities, offering regional products and encourage not only the revitalization of tourism but also the revitalization of industry. In this way and others, the company will services available exclusively through ANA e-commerce. maximize the latent appeal of outlying regions and Japan. The ANA Group aims to build its customer base and airline network to the greatest extent possible, forming a digital market ANA Akindo will contribute to the creation of Japan’s future through the unique ANA Group value proposition, leveraging ties specialized in mobility and communications. ANA X has set a target of ¥400 billion in consolidated operating revenues by fiscal with Japan’s outlying regions built on the group’s extensive airline network. 2025 for this digital platform business. Overall Platform Business Concept Use digital technology to create a world in which consumers can conduct their lives via miles rewards. D g i i t a l E v o l u t i o n Airline Travel Hotels Shopping Car Rental Railway/Bus Super App Mileage Leisure Entertainment Dining Lifestyle Infra Mobile Comms Insurance Loans Investment Digital Real-World Digital Channels Memberships Airline Network Daily Goods Digital Content Branch Offices (Concierge) Education Digital Comms Payments Community Relationships Foreign Exchange Real Estate Post- Retirement Life Events Health/Beauty Business/ Career Change A u g m e n t R e a l W o r l d ANA Group Strengths ANA X and ANA Akindo Structure, Strengths For the Future Medium-Term Revenue Strategies • Comprehensive and complete transportation and logistics through our international and domestic airline network • Customer data assets of approximately 37 million mileage members • Group companies that operate a variety of businesses and services ANA X • ANA Mileage Program • Digital marketing ANA Akindo • Strong ties with local communities developed through branch airline sales offices (33 branches in Japan • Non-airline services (credit cards, payment with approximately 120 concierges) settlements, financial services, lifestyle services) Strengthen platform functions Expand the economic sphere Use digital technology for improved convenience, In addition to the Air Transportation Business, as well as to encourage customer retention and travel strengthen connections between ANA and the daily • Develop the ANA Super app • Expand payment settlement functions • Pursue digitalization in Travel Services • Redesign the e-commerce business lives of our customers • Expand sales of existing products and services • Increase e-commerce merchandise offerings • Build regional businesses Vision Improve engagement with customers Increase revenues and profit by maximizing customer lifetime value 40 41 Business StrategyCustomers Sustainability Initiatives The ANA Group has defined our ideal future from a medium- to long-term perspective, establishing the ANA Group ESG Commitments to continue to grow together with society. We aim to achieve sustainable growth and enhance corporate value through strategies from a global and long-term perspective, striving to resolve social issues through our businesses. The ANA FLYING HONU Charter Flight We conducted a sightseeing flight using the Airbus A380 ANA FLYING HONU. Passengers enjoyed the feeling of traveling to Hawaii while still in Japan. P.76 The Power of People in the ANA Group 42 43 Sustainability Initiatives ANA Group ESG Management Identification of Materiality The ANA Group is committed to addressing the four In fiscal 2020, to clarify the ANA Group’s vision for the To identify material issues, we looked for consistency and impact on the environment and society and the level of material issues of the environment, human rights, regional future, we formulated and disclosed ANA Group ESG continuity with our mission statement and corporate concern (social axis), and those with a high level of revitalization, and diversity and inclusion (D&I) through our Commitments and initiatives to achieve them. strategies, and whether we could contribute to the resolution importance and impact were identified as material issues. business activities as identified in our ESG management, With regard to the environment, one of our material of these issues through our business activities, based on To scrutinize whether material issues were consistent with which takes into consideration the environment (E), social issues, we updated our 2050 Environmental Goals in April three perspectives: mission statement and corporate global affairs, changes in the environment and social needs, (S), and governance (G). By simultaneously creating social 2021 amid accelerating global trends, particularly in strategy, ANA Group strengths, and social trends. as well as group corporate strategies, we confirm suitability value and economic value, we aim to achieve a sustainable response to climate change. As we have declared that we The identified issues were mapped on two axes: the through information collection and dialogue with stakeholders. society and increase our corporate value. will achieve carbon neutrality by fiscal 2050, we have impact on group business (management axis) and the We then repeat this step as many times as necessary. formulated new 2030 Environmental Targets as a roadmap In the wake of the COVID-19 pandemic, interest in for achieving this goal. We will continue our efforts in the achieving a better society and passing on a better global areas of human rights, regional revitalization, and diversity environment to future generations post-COVID-19 is and inclusion (D&I), and will disclose information on our growing rapidly. Businesses are also expected to be progress as needed. actively involved in resolving environmental and social While placing importance on dialogue with stakeholders, issues from a long-term perspective, and the ANA Group the ANA Group will continue to contribute to achieving a will continue to promote ESG management with an eye on sustainable society by working to resolve social issues the post-COVID-19 era. through our business activities. Schematic for Identifying of Materiality Checking links with the ANA Group’s corporate philosophy and strategy Contribution to issue resolution via group business activity Mission Statement / Corporate Strategy Material Issues ANA Group Strengths Social Trends Materiality Matrix Extremely important Human Rights • Human rights violations across the supply chain Diversity and Inclusion • Diversity of customers and employees Society Axis Consideration for stakeholders / Impact on society and the environment Environment • Climate change • Environmental pollution Regional Revitalization • Decline of Japanese regions • Income / education disparity in emerging countries Determining long-term issues in global society Management Axis Extremely important Impact on the operations of the ANA Group (Mission Statement, Management Vision, direction of corporate strategy, business opportunities and risks) The Four Identified Material Issues Issue Recognition Environment Human Rights Regional Revitalization Diversity and Inclusion For the ANA Group For Society • Controlling fuel costs • Controlling the costs of future emission trading schemes • Maintaining / improving evaluations by avoiding P.50 environmental risk • Reducing environmental footprint P.58 P.60 • Maintaining / improving evaluations through avoiding human rights risk • Realizing a world that respects human rights • Improving profitability by generating new inbound tourism • Revitalizing regional demand • Maintaining / improving profitability of domestic airline business • Improving profits of international airline business economies • Promoting international exchange • Improving profitability by generating new demand • Providing an issue resolution system to P.62 strengthen capacity to respond to customers • Realizing an inclusive society 44 45 ESG Management Promotion Cycle for Simultaneous Creation of Social Value and Economic Value ESG Management Promotion Cycle Through our business, the ANA Group is promoting ESG management to contribute to resolving environmental and social issues and to continue creating value as a company that will be an indispensable part of society in the future. Through dialogue with stakeholders, we are able to understand the latest social needs and changing interests and use this to evaluate the impact on business and society. We then incorporate this information into our management strategies and initiatives. We disclose our progress on our corporate website and through other channels as necessary. At the same time, based on information we disclose, we engage in deeper dia- logue with our stakeholders. We also report our progress and confirm the appropriateness of our initiatives in those discussions. Through a cycle of dialogue, initiatives, and informa- tion disclosure, the ANA Group will promote ESG man- agement focusing on material issues to enhance corporate value and contribute to achieving a sustain- able society. ESG Management Implementation Structure The ANA Group established the Group ESG Management Promotion Committee in accordance with Group ESG Management Promotion Committee Regulations. This com- mittee, which operates under the guidance of the president and under the chairmanship of the director in charge of corporate sustainability (CEPO: Chief ESG Promotion Officer), consists of ANA HOLDINGS INC. and group company directors, executive officers, and the full-time Audit & Supervisory Board members of ANA HOLDINGS INC. The committee discusses core policies and measures related to ESG management. In addition, important issues directly related to manage- ment are discussed at the Group Management Committee and reported to the Board of Directors and the Board of Corporate Auditors. Based on these regulations, each Group company has appointed an ESG Promotion Officer (EPO) as the person responsible for promoting ESG man- agement and participates as a member of the Group ESG Management Promotion Committee, and each Group com- pany and department has an ESG Promotion Leader (EPL) to lead the ESG activities of their respective organization. Matters discussed, resolved, and reported at the Board of Directors, Group Management Committee, and Group ESG Management Promotion Committee are shared and imple- mented throughout the entire Group in close collaboration with EPOs and EPLs. We also hold EPL meetings twice a year to share information in a comprehensive manner and promote initiatives at each Group company and department. Dialogue Dialogue Based on Information Disclosed External Dialogue Stakeholder Dialogue Internal Dialogue Discussions to Promote ESG Awareness Alignment with Corporate Strategy ANA Group ESG Management Promotion Cycle Information Disclosure • Integrated Report • Human Rights Report • Websites … and other channels Disclose Status of Initiatives ESG Management Implementation Structure Board of Directors and Board of Corporate Auditors Group Management Committee Group ESG Management Promotion Committee ANA HOLDINGS INC. President & Chief Executive Officer Chief ESG Promotion Officer (CEPO) (Director in charge of ANA HOLDINGS INC. Corporate Sustainability) G r o u p c o m p a n e s i ESG Promotion Officer (EPO) (Selected by Group company directors) Management Committee Related to ESG Promotion ESG Promotion Leader (EPL) Create Both Social Value and Economic Value, aiming to develop a sustainable society and increase corporate value Evaluate the Impacts on Business and Society Initiatives ANA Group ESG Commitments Initiatives Relevant SDGs E n v i r o n m e n t H u m a n R g h t s i R e v i t a l i z a t i o n R e g o n a i l T h e i d e n t i fi e d m a t e r i a l i t y • Reduce CO2 emissions • Reduce resource waste ratio • 2030 Environmental Targets • 2050 Environmental Goals For further details, please refer to Material Issues— Environment on page 50. (plastics, paper, etc.) • Reduce food waste ratio (including in-flight meals, etc.) • Biodiversity conservation • Responsibility to respect human rights • Promote responsible procurement • Utilizing innovation to resolve social issues • Regional revitalization • Contribute to biodiversity conservation through initiatives such as those aimed at preventing the illegal wildlife trade • Ensure respect for human rights based on the United Nations Guiding Principles on Business and Human Rights • Thoroughly implement environment- and human rights- conscious procurement and build a transparent supply chain • New value creation through the use of avatars, drones, MaaS, etc., and cross-industry collaboration • Contribute to regional revitalization through social contribution activities and resolving social issues I l n c u s o n i i D v e r s i t y a n d • Responding to the diversity of our customers • Human resources development to support sustainable growth • Respect the diversity of customers by promoting universal services • Develop human resources and a sustainable work environment, improve employee productivity 2030 2050 2030 2030 2030 2030 2030 2030 2030 Strengthen Governance Structures Disclose commitments of top management Increase diversity in board membership (Performance-linked remuneration based on external evaluation) (Increase the ratio of female executives, etc.) Disclosure of appropriate information and ensuring transparency 46 47 Sustainability Initiatives Dialogue with Stakeholders on ESG Please visit our corporate website for more: https://www.ana.co.jp/group/en/csr/communications/ Main External Discussions Dialogues with Experts on ESG The COVID-19 pandemic has rapidly transformed social values and behaviors. The ANA Group regularly engages in dialogue with experts on ESG issues to understand rapidly changing social trends in a timely manner and respond appropriately. We are enhancing the effectiveness of our activities by incorporating the latest information and findings from these discussions into our strategies. * Company names and titles are as of the time of the discussion. Dialogue with Experts on the Environment (December 2020) Topic ANA Group Medium-Term Environmental Targets Participating Experts IKEHARA Yosuke Climate and Energy Group Leader, Conservation Division, WWF Japan HIBI Yasushi Representative Director, CI Japan and Vice President, Conservation International Main Comments • Recently, the external environment is changing significantly, and there are many cases where previous assumptions are no longer relevant. It is important to first set a goal and then build a system that can be reviewed and responded to flexibly over a period of three to five years. Showing your stance of emphasizing SBT*1 not only for CO2 emission reductions but also for natural assets such as water and forests as your stable axis toward setting effective environmental goals. It is also a good idea to lobby for the necessity of carbon credits for the airline industry to achieve zero emissions by involving other stakeholders. • It is important for The ANA Group to have a robust axis of sustainability and show the world its com- mitment to environmental goals. The ANA Group can take the initiative to engage with suppliers and encourage positive behavioral change in society. • Japan often lacks presence in international rule-making pro- cesses, which is not only a loss for Japan also a loss for the international community. Proactive engagement by the ANA Group in such processes developing sustainability standards is strongly recommended. *1 Science Based Targets (SBT): Reduction targets in line with what the latest climate science says is necessary to limit global warming to well below 2°C above pre-industrial levels. Dialogue with Experts on Business and Human Rights (October 2020) Topic Business and Human Rights initiatives Participating Experts (Online) Pauliina Murphy World Benchmarking Alliance*2 Engagement Director Neill Wilkins Institute for Human Rights and Business*3 Camille Le Pors World Benchmarking Alliance Lead Corporate Human Rights Benchmark Main Comments • ANA started to disclose the attendance rate of board members and the agendas of discussions at meetings in this year’s Human Rights Report, which shows ANA’s stance to place great emphasis on upholding the issues of Human Rights and ESG. Improving transparency in the information disclosure process is essential for enhancing corporate value, and this disclosure is commendable. • Since it is not possible to address all issues in human rights risk management at once, I would like to see the effectiveness of the most recently revised procurement policy enhanced by starting with those that require urgent action and gradually developing them. • We are pleased to know that access to a grievance mechanism*4 has actually been put into operation. In the future, it will be more important to verify whether the grievance mechanism is properly made known on the frontlines and whether it is easy to access, and to review the issues it might have. *2 World Benchmarking Alliance: An index initiative established by the United Nations Foundation, Aviva (a British insurance company), and other organizations. This organization develops benchmark indicators to evaluate company contribution levels to a sustainable society. *3 Institute for Human Rights and Business: An international think tank that works in the field of business and human rights and leads efforts in this area. Established in 2009. *4 Grievance mechanism: A mechanism that enables the prevention and mitigation of negative impacts on the company throughout the value chain, including suppliers, as well as redress for victims of the negative impact that has occurred. @ Caux Round Table Japan Dialogue with Overseas ESG Investors (December 2020) Topic Progress of ESG Management in the ANA Group and Global Trends in ESG Investment Participating Experts 1. EOS at Federated Hermes SUZUKI Sachi Associate Director - Engagement Haonan Wu Associate - Engagement 2. World Benchmarking Alliance Camille Le Pors Lead, Corporate Human Rights Benchmark Charlotte Hugman Research Analyst on the Climate and Energy Transformation Main Comments 1. EOS at Federated Hermes • The Japanese government has announced a policy to become carbon neutral by the year 2050. Therefore, it is important for Japanese companies to involve the government and industry in their efforts to achieve this goal and take up the challenge. • Regarding diversity, the number of female managers is steadily increasing but we believe there is still room for improvement, and would like to be informed if there are plans for any ongoing activities. When exercising voting rights, the number of female directors of each company will be judged based on stricter standards than before. 2. World Benchmarking Alliance • If planning on being actively involved in the efforts related to Science Based Targets, it is advisable to refer to the guidance provided by the Science Based Targets Initiative*5. • We believe the trend of tightening regulations on due diligence*6 laws will spread not only to the European region but also to other regions in the future. In terms of due diligence, it will be necessary to identify and disclose information on the risks and impacts of a company’s business on society and the environment, in a way that links both environmental and human rights, rather than addressing them separately. *5 SBTi (Science Based Targets Initiative): A joint initiative by WWF, CDP, the World Resources Institute (WRI), and the UN Global Compact to achieve reduction targets. *6 Due diligence: The process by which a company identifies environmental and human rights risks in its supply chain associated with its business activities and takes preventive and mitigating measures. Main Internal Discussions Internal Discussions to Promote ESG Awareness We are holding a variety of internal discussions to encourage each employee to understand the importance of promoting ESG management, and to take it as their own business and put it into practice in their daily work. By utilizing an online format, more employees can participate. Direct Discussions with Executives (Town Meetings) Management and employees share an awareness of the need to achieve goals by exchanging opinions on company policies and proposing improvements in products and services. There have been many cases where the opinions and ideas expressed at town meetings have led to new products, services, and activities. (e.g., digitization of papers used by flight crews, solicitation of donated miles to support medical personnel, etc.) SDGs Seminar Seminars are available to all Group employees in an online format. We are learning to think about how we can contribute to the SDGs through our work, and to practice and deepen initiatives familiar to us. ESG TOP Discussions with Employees ANA Group officers ran a TOP discussion on the promotion of ESG management. After a panel discussion on the latest global trends and the status of initiatives in the departments over which the officers have responsibility, employees and officers participating online had the opportunity to exchange opinions and deepen their understanding of ESG management. 48 49 Sustainability Initiatives Sustainability Initiatives Material Issues Environment 1 Reduce CO2 emissions 2 Reduce resource waste ratio 3 Reduce food waste ratio 4 Biodiversity conservation Basic Approach The ANA Group has introduced the ANA Group Environmental Principles and the ANA Group Environmental Policies. These principles and policies build on the ANA FLY ECO 2020 medium- to long-term environmental plan from fiscal 2012 to fiscal 2020 and include initiatives for reducing our environmental impact. To resolve environmental problems, we recognize that efforts to reduce our environmental impact and the conservation of biodiversity are important management issues. In addition to declaring carbon neutrality by fiscal 2050 in our 2050 Environmental Goals, the ANA Group has formulated new 2030 Environmental Targets and is making steady progress in our initiatives to reduce our environmental impact. Past Initiatives ANA FLY ECO 2020 (2012-2020) In terms of aircraft operations, we have been steadily achieving However, due to a significant decrease in demand, CO2 our targets since fiscal 2012 by improving flight operations and emissions per ton-kilometer of paid transportation increased. reducing fuel consumption through the proactive introduction of In terms of the reduction of ground operations CO2 emissions fuel-efficient aircraft, such as the Boeing 787. In fiscal 2020, (other than aircraft operations), we have been successful in our due to the impact of the COVID-19 pandemic, we were forced efforts to reduce our per-unit energy consumption for ground to reduce and cancel flights, resulting in a significant 44% operations by 1% annually in accordance with the Act on the decrease in total CO2 emissions compared to the previous year. Rational Use of Energy. CO2 Emissions per Revenue-Ton-Kilometers (RTK) on International and Domestic Route Targets and Results Target 20% reduction vs. FY2005 (1.00kgCO2/ RTK) Total Domestic Route CO2 Emissions Target Less than 4.4 million tons CO2 emissions per RTK on international and domestic routes [Results] CO2 emissions per RTK on international and domestic routes [Targets] Total domestic route CO2 emissions [Results] Total domestic route CO2 emissions [Targets] (kgCO2/RTK) 1.30 1.25 1.25 1.20 1.10 1.13 1.00 0.90 (Million tons) 5 4.83 4 4.36 1.19 0.99 1.00 0.97 1.01 0.96 3 2 1 4.40 4.13 4.13 4.09 4.00 1.67 2005 2012 2016 2017 2018 2019 2020 (FY) 0 2005 2012 2016 2017 2018 2019 2020 (FY) Please visit our corporate website for more: https://www.ana.co.jp/group/en/csr/environment/ ANA Group 2050 Environmental Goals and 2030 Environmental Targets In July 2020, ANA Group put together our 2050 Environmental To achieve our goal of net zero CO2 emissions, it is necessary Goals to address environmental issues, including a 50% to make improvements to the facilities and the environment reduction in CO2 emissions from aircraft operations by fiscal surrounding Air Transportation Business, including a stable 2050 (compared to fiscal 2005). In light of the Japanese supply of SAF*1 and increased airport infrastructure. Knowing government October 2020 policy announcement of becoming that issues and needs arise as social conditions change, we will carbon neutral by the year 2050, the ANA Group has furthered periodically examine the issues and revise our targets and plans its 2050 Environmental Goals to include net zero aircraft CO2 as needed. emissions by fiscal 2050 and have put together our 2030 Environmental Targets as a roadmap to achieve this goal. *1 SAF (Sustainable Aviation Fuel): Aviation fuel that is not produced from fossil fuels but from sustainable sources such as vegetable oils and animal fats. FY2030 FY2050 Targets Below FY2019 Net zero Aircraft • Use of SAF Initiatives • Adopt new aircraft technologies • Improve flight operations • Use of emission trading schemes Reduce CO2 Emissions • Stable supply of SAF (volume and price) Requirements for Success • Adopt new aircraft technologies (Development of electric and hydrogen airplanes, etc.) • Development of the CO2 credit market Targets 33%+ reduction vs. FY2019 Net zero Non-Aircraft • Energy conservation and renewal of aging facilities and equipment Initiatives • Use of renewable energy (solar, wind, etc.) • Select EVs (Electric Vehicles) and FCVs (Fuel Cell Vehicles) when upgrading airport vehicles Requirements for Success • Expansion of renewable energy supply • Development of airport infrastructure to convert to EVs/FCVs Reduce Resource Waste Ratio (Plastics, Paper, etc.) Targets 70%+ reduction vs. FY2019 Zero waste ratio Initiatives • Replace disposable plastics for eco-friendly materials • Promote cargo plastic recycling • Digitize paper resources (in-flight magazines, timetables, travel brochures, and cargo waybills) Per-Unit Energy Consumption for Ground Operations Target Reduce by 1% year on year 2012 -1.0 2013 -0.9 2014 -0.7 2015 -3.1 2016 -4.2 2017 -3.3 2018 -3.9 2019 -9.0 2020 -16.5 (FY) (%) Reduce Food Waste Ratio (Including In-Flight Meals, etc.) Targets Reduce to less than 3.8% (FY2019 waste ratio: 4.6%) Reduce to less than 2.3% (50% reduction vs. FY2019) Initiatives • Monitor the disposal of in-flight and domestic airport lounge meals and reevaluate loading capacity For further details on the targets and results of ANA FLY ECO 2020, please refer to: https://www.ana.co.jp/group/en/csr/environment/goal/#anchor003 50 51 Environment 1 Reduce CO2 Emissions Reduce CO2 Emissions from Aircraft Flight Operations FY2030 Targets Below FY2019 FY2050 Net zero ANA Group CO2 Emissions (image) Increase in CO2 emissions due to increased demand (assumed) CORSIA*1 coverage period (2021 to 2035) Below FY2019 1 2 3 4 Use of SAF Adopt New Aircraft Technologies Improve Flight Operations Use of Emission Trading Schemes 2019 2030 2050 (FY) The ANA Group is working to address environmental issues focusing on the use of SAF. We will achieve our fiscal 2050 goal and recover and grow our business from the COVID-19 of net zero CO2 emissions by continuing to improve flight pandemic. To achieve our goal of zero CO2 aircraft emissions operations and innovate with the latest technology as well as by by fiscal 2050, our roadmap 2030 Environmental Targets is focusing on fuels such as electricity and hydrogen. based on the international aviation ICAO/CORSIA guidelines. To reduce total emissions below fiscal 2019 levels, we are focusing on four pillars (1. Use of SAF, 2. Adopt new aircraft technologies, 3. Improve flight operations, and 4. Use of emission trading schemes). From fiscal 2030, we will accelerate our efforts *1 CORSIA (Carbon Offsetting and Reduction Scheme for International Aviation): A carbon offsetting and carbon reduction scheme to reduce CO2 emissions from international flights and limit the impact of aviation on climate change. Adopted by the International Civil Aviation Organization (ICAO), aircraft CO2 emission offsetting based on 2019 levels will be mandatory from 2021. 1 Use of Sustainable Aviation Fuel (SAF) SAF is highly valued in positively contributing to the environment and so the ANA Group has placed its use at the center of our measures to reduce aircraft CO2 emissions. However, a large gap exists between the global demand for jet fuel and the current supply of SAF. The stable supply of SAF is therefore an issue that requires urgent attention. The ANA Group has been involved with the following initiatives to build a supply chain in anticipation of the increasing demand for SAF. 2011 To support the development of domestic SAF production, we invested in Euglena Co., Ltd. and later participated in a project run by the New Energy and Industrial Technology Development Organization (NEDO) Signed an offtake agreement with U.S.-based SAF manufacturer LanzaTech, Inc. 2019 Conducted a delivery flight of a new aircraft to Japan using SAF made from exhaust gas produced by LanzaTech, Inc. in collaboration with MITSUI & CO., LTD. Strategic alliance with Finland‐based SAF manufacturer NESTE for medium- to long-term supply In cooperation with NESTE, first scheduled flight using SAF departed from Haneda and Narita airports Procured commercial-scale SAF from NESTE, scheduled to commence use on regularly scheduled flights from Haneda and Narita airports in summer 2021 Toshiba Energy Systems & Solutions Corporation, Toshiba Corporation, Toyo Engineering Corporation, Idemitsu Kosan Co., Ltd., and Japan CCS Co., Ltd. agreed to begin looking into a carbon recycling business model*2 that recycles CO2 from exhaust gas and other sources into SAF For the NEDO project, domestically produced SAF manufactured by IHI Corporation was used for regularly scheduled commercial flights from Haneda Airport (June) 2020 2021 We are currently working together with the public and private sector to build a supply chain and manufacture SAF not only overseas but also domestically by participating in the Japanese government’s study group on carbon neutrality by 2050 (such as the study group on aircraft CO2 reduction). *2 Carbon recycling business model: Power to Chemicals (P2C) is a carbon recycling technology that uses renewable energy and renewable hydrogen to recycle CO2 into highly valuable materials that positively contribute to the environment. This not only reduces CO2 emissions but also contributes greatly to the expansion of renewable energy. 2 Adopt New Aircraft Technologies As the launch customer of the fuel-efficient Boeing 787, the ANA Group owns 74 aircraft (as of the end of March 2021) and is actively introducing state-of-the-art aircraft such as the Airbus A320neo and A321neo. As of the end of March 2021, fuel-efficient aircraft accounted for 72.5% of the group‐owned fleet (jet aircraft only). We believe that we can further contribute to the reduction of CO2 emissions by advancing engine technology to run on fuels such as electricity or hydrogen. 52 53 Sustainability Initiatives Environment 3 Improve Flight Operations The ANA Group is implementing initiatives to reduce our envi- ronmental impact at each stage of our operations. The Operations Department is managing results from setting the Three Priority Operational Measures Targets FY2030 70%+ reduction vs. FY2019 FY2050 Zero waste ratio 2 Reduce Resource Waste Ratio (Plastics, Paper, etc.) following three priority measures to reduce CO2 emissions: Creating a Flight Plan The ANA Group promotes the 3Rs (Reduce, Reuse, and Recycle) and is working to reduce our resources waste ratio. We (1) climb with early acceleration after takeoff, (2) single-engine taxiing, (3) reducing thrust reverser usage. We also implement environmentally friendly operations such as regular engine cleaning to improve combustion efficiency and flight planning by selecting the optimal altitude, speed, and route. For more information on what we are doing at each stage of our operations, please refer to: https://www.ana.co.jp/group/en/csr/environment/operating/ 4 Use of Emission Trading Schemes encourage use reduction and recycling, especially of plastics and paper. During Cruise During Climb (1) Climb with early acceleration During Descent Landing (2) Single-engine taxiing (3) Reducing thrust reverser usage Post Flight Under Maintenance While Parking Aircraft Takeoff Reduce the Use of Plastics We are replacing disposable plastic products used in airport lounges and on flights with eco-friendly materials such as paper and bio-plastics. From August 2021, we plan to become the first Japanese airline to change the main dish containers for international economy class in-flight meals from plastic to eco-friendly bagasse (stalks and leaves left over when sugar is refined from sugar cane). This will reduce the amount of in-flight disposable plastic by approximately 30%. We are also encouraging the recycling of vinyl used for cargo packaging, not only to reduce the amount used but also to promote the 3Rs. Reduce Paper Resources We are working to reduce the use of paper resources by promoting the digitization of timetables, in-flight magazines, and cargo waybills, as well as optimizing the number of travel brochures. As we will need to offset increased CO2 emissions from 2021 onward as per ICAO/CORSIA guidelines, we will also utilize emissions trading (purchase of CO2 emissions credits) for CO2 emissions that cannot be reduced even after implementing the above measures ( 1 2 3 ). Reduce CO2 Emissions from All Non-Aircraft Flight Operations Targets FY2030 33%+ reduction vs. FY2019 FY2050 Net zero The ANA Group implements appropriate energy management using our energy management system ANA Eiims based on our own Energy Management Standard. Companywide, the ANA Group reduced CO2 emissions by 26% in fiscal 2020 compared to the previous fiscal year. In addition, ANA and ANA Catering Service Co., Ltd. received the Excellence in Energy Efficiency Award (S Class) certification under the Act on the Rational Use of Energy of the Ministry of Economy, Trade and Industry (METI) for the sixth consecutive year since this scheme was established. To achieve net zero CO2 non-aircraft emissions by fiscal 2050, we will work to reduce energy consumption by fiscal 2030, focusing on the use of electricity and vehicle fuel (gasoline and diesel fuel), which accounts for the majority of our total emissions. Electricity We will systematically upgrade our facilities and equipment to energy-saving devices. ANA Blue Base, the ANA Group com- prehensive training center, ANA Tonomachi Business Center, and ANA TELEMART Nagasaki Branch Call Center use electricity generated by their own solar power generation, and the use of renewable energy at their facilities reduces CO2 emissions. In addition to deepening energy-saving measures, we are gradually upgrading our airport vehicles to hybrid vehicles (HVs), electric vehicles (EVs), and fuel cell vehicles (FCVs). We will make the switch to EVs and FCVs from all vehicles (ones that use gasoline) by fiscal 2030. Vehicle Fuel 54 3 Reduce Food Waste Ratio (In-Flight/Airport Lounge Meals, etc.) FY2030 FY2050 Targets Reduce to less than 3.8% (FY2019 waste ratio: 4.6%) Reduce to less than 2.3% (50% reduction vs. FY2019) The ANA Group is working to reduce our food waste ratio such as in-flight meals. Reduce Food Waste Ratio In-Flight and at Domestic Airport Lounges flights. This service helps us meet passenger requests for in-flight meals and eliminate the need to load extra meals. This service improves customer satisfaction, while reducing We monitor the waste ratio of in-flight meals on domestic food waste. and international flights, and review the number of meals carried in premium class on domestic flights and first and business class on international flights. We have expanded pre-in-flight meal reservations in first Going forward, we will reduce our food waste ratio throughout the product life cycle (procurement of ingredients, preparation, meal delivery, and disposal) by thoroughly managing in-flight light dishes between meals class and business class sections of our international and domestic airport lounge meals. 55 Sustainability Initiatives Sustainability Initiatives Environment Implementation Structure Important policies related to environmental activities are twice a year with the heads of environmental departments discussed at the Group ESG Management Promotion of major Group companies as committee members. In Committee. In addition, we established two subcommittees addition to the Group ESG Management Promotion to discuss initiatives to reduce our impact on the Committee, important matters related to management environment: the Eco-First Subcommittee for initiatives policy are discussed at the Group Management Committee related to aircraft operations and the Ground Energy and submitted to the Board of Directors. We, along with Subcommittee for non-aircraft operations initiatives. The each Group company and department, are promoting Eco-First Subcommittee and the Ground Energy initiatives to address environmental issues by implementing Subcommittee are chaired by the General Manager of the PDCA management. Sustainability Promotion Department and are held at least Board of Directors Submit Agenda/Report Report Group Management Committee Propose Management Issues Group ESG Management Promotion Committee • Identification of materiality • Confirmation and setting of targets and activities based Group Management Committee / Group ESG Management Promotion Committee policies • Setting energy management Plan Do standard based activities • Initiatives at Group companies and departments (operational improvement and energy conservation activities) • Understanding ANA Eiims environmental data • Education and raising awareness EPL Meeting Eco-First Subcommittee Ground Energy Subcommittee Instructions Instructions EPO/EPL Environment Officer Cross- Coordination Group Companies and Departments Action Check • Analysis and evaluation at • Review of initiatives • Clarification of materiality • Incorporate into next plan PDCA Cycle each department • Stakeholder dialogue (opinions, assessment) • Internal/external audits • Information disclosure Information Disclosure CDP TCFD In response to investor requests for disclosure, the Carbon Disclosure Project (CDP) assessment is aimed at disclosing information on greenhouse gas emissions and corporate strategies for climate change. Since fiscal 2016, the ANA Group has dis- closed greenhouse gas emissions data corresponding to Scope 1, 2, and 3 as defined in the Act on the Rational Use of Energy. This data is verified for accuracy by a third-party agency. Our assessment for 2020 was B. (The industry average is C.) In March 2019, the ANA Group became the first Japanese airline to endorse the recom- mendations of the Task Force on Climate-related Financial Disclosures, established by the Financial Stability Board*1. Based on the revision of Japan’s Corporate Governance Code, we will continue to enhance the quality and quantity of information disclosure related to climate change issues as an initiative to address sustainability issues. *1 Financial Stability Board (FSB): A body comprising of financial ministries and central banks of each country that is responsible for the supervision of international finance. SBT The ANA Group has committed to SBT (Science Based Targets) in May 2020 and aims to have it approved within two years. Additionally, to be involved in setting rules for aviation‐sector reduction targets, we have joined the WWF (World Wide Fund for Nature)-led SBT Technical Subcommittee, and are helping to create guidance for reduction targets. Initiatives to Reduce Environmental Impact Carbon Offset Program The ANA Group offers the ANA Carbon Offset Program for each class on domestic and international routes. This pro- gram is a mechanism that allows passengers to offset the amount of CO2 emitted by their aircraft. We select offset pro- grams that meet global certification standards. More details on the project, please refer to: https://www.ana.bluedotgreen.co.jp/en/home Eco-First Certified Company In 2008, ANA became the first in the transportation industry and the first airline to become a certified Eco-First Company. We received this honor in recognition of our environmental initiatives and corpo- rate stance that emphasizes social responsibility. As an environmentally advanced company, we have declared our Eco-First Promise to protecting the global environment and are working toward achieving a sustainable society. 4 Biodiversity Conservation Team Chura Sango Coral Reef Conservation Project in Onna Village, Okinawa The ANA Group has been working with the Okinawan Environment Ministry and Onna Village since 2004 on Team Chura Sango, a coral reef conservation project, to plant coral seedlings and conduct educational activities in and outside Okinawa Prefecture. The coral reef is facing a crisis due to bleaching caused by rising sea temperatures and feeding damage caused by a large number of crown-of- thorns starfish. To help pay for the coral seedling activities, ANA Mileage Club members are able to donate miles to support Team Chura Sango activities. A record number of 2,287 trees were planted in fiscal 2020, bringing the total to 15,432. Supporting Amami Oshima, Tokunoshima, Northern Okinawa, and Iriomote Island as World Natural Heritage Sites Since fiscal 2017, the ANA Group has supported the registration of these areas as World Natural Heritage sites. One of these activities is volunteers helping to control invasive plants that have a significant impact on the Yanbaru National Park ecosystem. In cooperation with the Environment Ministry, Kunigami Village, and Ogimi Village, we are conducting activities under the guidance of Environment Ministry rangers, mainly in the Tagari district of Ogimi Village, where the damage is worst. Organizing Seminars to Eradicate the Illegal Wildlife Trade In March 2018, ANA became the first Japanese airline to sign the Buckingham Palace Declaration, which aims to eradicate illegal wildlife trade as recommended by IATA. Since fiscal 2018, we have been conducting seminars using illegal wildlife trade prevention educational textbooks super- vised by ROUTES*2 in collaboration with TRAFFIC*3. The fiscal 2020 online seminar was co-hosted with Narita International Airport Corporation for the second consecutive year. A total of 170 employees from ANA Group companies, including airport personnel and over- seas branches participated. *2 ROUTES: ROUTES is an international collaborative platform for dealing with criminal activities involving the illegal trade of wild animals. *3 TRAFFIC: An international NGO that surveys and monitors wildlife trade. Established as a joint project between the WWF and IUCN (International Union for Conservation of Nature) 56 57 Sustainability Initiatives Material Issues Human Rights 1 Responsibility to respect human rights 2 Promote responsible procurement and supply chain management Basic Approach The ANA Group has a wide range of business operations which involve various risks to human rights. The ANA Group is committed to upholding human rights in accordance with the global standards provided in the United Nations Guiding Principles on Business and Human Rights. In April 2016, we established the ANA Group Policy on Human Rights. We based this policy on the International Bill of Human Rights (the Universal Declaration of Human Rights and the two International Covenants), the International Labour Organization Declaration on Fundamental Principles and Rights at Work, the Ten Principles of the United Nations Global Compact, and the United Nations Guiding Principles on Business and Human Rights. In fiscal 2020, we reviewed our existing procurement policy and formulated a new ANA Group Procurement Policy con- sisting of the Basic Procurement Policy and the Supplier Code of Conduct. We continue to encourage our contractors and suppliers to adopt similar policies. Please visit our corporate website for more: https://www.ana.co.jp/group/en/csr/human_rights/ https://www.ana.co.jp/group/en/csr/supply_chain_management/ Prevent the Use of Airplanes in Human Trafficking After conducting training for all cabin attendants, we began a program in fiscal 2019 to report potential cases of human trafficking found in-flight to ground facilities. In fiscal 2020, in collaboration with Narita International Airport Corporation, we worked with related organizations to hold an online seminar on the topic of human trafficking prevention. Corruption Prevention To comply with the anti-bribery laws of countries around the world, we have established the ANA Group Anti-Bribery Regulations which explains these regulations with specific examples. By distributing the ANA Group Anti-Bribery Handbook and conducting e-learning programs, we are working to educate our employees. In fiscal 2020, we conducted online seminars in China and e-learning in the United States. Online Seminar 2 Promote Responsible Procurement and Supply Chain Management In recent years, human rights issues, such as industrial accidents, have become increasingly serious in the globalized supply chains of companies. In addition to complying with the laws and regulations of each country, companies are required to respect the spirit of internationally recognized standards and principles to contribute to achieving a sustainable society. We will continue human rights initiatives, recognizing that respect for human rights lies at the very foundations of the philoso- Formulation of the ANA Group Procurement Policy phy of the SDGs. Issuing the Human Rights Report The ANA Group issued our first Human Rights Report in Japan in fiscal 2018, aiming to promote communication with stakeholders through active dissemination of our initiatives to respect human rights. The Group has continued to issue these reports annually since then. Human Rights Report 2020 Human Rights Report 2020 https://www.ana.co.jp/group/en/ csr/effort/pdf/Human_Rights_ Report_2020_e.pdf 1 Responsibility to Respect Human Rights To ensure respect for human rights, in fiscal 2016 and fiscal 2019 we conducted a review to identify potential risks to human rights related to business activities across the ANA Group and at all locations where we serve. We are working to prevent the occur- rence of risks with regard to the areas we have identified. Survey on Employment Conditions of Foreign Workers in Japan To quickly address not only potential but actual human rights risks of foreign workers, in fiscal 2020 we conducted a system-based review on the employment status of foreign workers in the ANA Group and major contractors. By using this summarized data going forward, we will strive to provide a suitable and comfortable work environment. In addition, with the cooperation of a third-party organization (Caux Round Table Japan*1), we have begun operating a grievance process system in accordance with global standards. Going forward, we will continue to work on improving the effectiveness of this system we have established. *1 Caux Round Table Japan: A global network of business leaders dedicated to creating a freer, fairer, and more transparent society through business. Image of the Global Supply Chain Data Management System Expert Review Image of the Grievance Process System Since fiscal 2016, the ANA Group has held regular annual discussions with international human rights experts to obtain advice on ANA Group initiatives to respect human rights. In October 2020, we invited three human rights experts from the Institute for Human Rights and Business*3 and World Benchmarking Alliance*4 to evaluate the progress of the initiatives set forth by the ANA Group given the advice received in fiscal 2019. The experts advised us on supply chain management methods and new human rights issues that we should be aware of in the context of the COVID-19 pandemic. *3 Institute for Human Rights and Business: An international think tank working in the field of business and human rights and leading efforts in this area. Established in 2009. *4 World Benchmarking Alliance (WBA): The Index Initiative established primarily by the United Nations Foundation and British insurance company Aviva. This organization develops benchmark indicators to evaluate company contribution levels to a sustainable society. 58 59 As well as providing safe and secure services, the ANA Group will contribute to the creation of social value through our procurement activities by taking initiative in considering local and global social and environmental issues. As part of this effort, we have formulated the ANA Group Procurement Policy to promote more sustainable procurement activities throughout the supply chain. Particularly in terms of human rights and the environment, we now request more extensive and detailed information from suppliers compared to our previous ANA Group Purchasing Policy. ANA Group Procurement Policy Basic Procurement Policy Supplier Code of Conduct Supply Chain Management of In-Flight Meals In fiscal 2017, the ANA Group became the first Japanese company to join the Bluenumber Initiative*2. We are in the process of registering information on producers and companies involved in in-flight meal ingredients to build a highly transparent food supply chain that includes respect for human rights and environmental conservation in the production process. *2 The Bluenumber Initiative is a global program to establish food supply chain platforms by Bluenumber Foundation. Image of Bluenumber Initiative Administration Site Involving Business Partners In addition to sharing the ANA Group Procurement Policy and international standards on business and human rights with contractors and suppliers, we also provide web-based in-house e-learning programs to further promote understanding of ANA Group activities. We also work together with our business partners to ensure their workplace environments uphold respect for human rights. Sustainability Initiatives Sustainability Initiatives Material Issues Regional Revitalization 1 Utilizing innovation to resolve social issues 2 Regional revitalization through social contribution and resolving social issues Basic Approach Regional revitalization is an initiative to overcome the declin- ing population and shrinking regional economy, and to ensure that the region will grow in the future. In addition to air transportation, the ANA Group is developing businesses in many areas that contribute to the local communities, including hometown tax donations, cashless promotion proj- ects, digital advertising using ANA Mileage Club data, and resolving social issues through the newme avatar* 1. Future businesses will strengthen the relationships we have built with local communities through our airline and travel businesses, and work with local governments, NGOs, NPOs, along with a variety of local companies. These collaborations will address the concerns and issues of local communities, and utilize and apply the strengths and assets of the group while focusing on the promotion of tourism for the sustainable development of local communities. We will take on the chal- lenge of expanding the scope of problems to resolve. *1 newme avatar: A new means of transportation developed by avatarin Inc, an ANA Holdings start-up that transports a person’s consciousness and presence without moving their body. From various devices, users can in real time control newme remotely in the location they want to move to, and see, talk, and walk around it. Implementation Structure Promotion of Agriculture and Fisheries Tourism Promotion Regional Issues Measures for a Declining Population Employment Measures Promotion of Commerce and Industry Life-Long Learning Cultural Community Measures Welfare and Nursing Care Other Measures External Partners Collaborations Collaborations External Partners • Regional Governments • Local Business • Farmers, etc. • Various Business Collaborations Digital Aviation Network ANA Group Companies The Group Regional Revitalization Meeting, organized by the ANA Akindo Regional Revitalization Department, integrates Group companies initiatives organically and promotes itself as a place for value creation and planning that connects with regional issues. Regional Governments/ DMO/ Regional Businesses ANA Group Concierges Government Agencies ANA Akindo Regional Revitalization Department • Prioritize issues • High-quality trial and error with the community • Ideas are valuable and competitive ANA Group Regional Revitalization Meeting Deployment across the Group ANA Strategic Research Institute Secondments, consulting, surveys, etc. ALL NIPPON AIRWAYS TRADING Hometown tax, merchandising, ANA Group advertising media ANA X Travel package planning and sales, mileage, digital communications, crowdfunding ANA Business Solutions Provide ANA Group expertise ANA Cargo Expansion of export regional, local products ANA Department Overseas HQs, Offices Marketing and promotions for inbound tourism Please visit our corporate website for more: https://www.ana.co.jp/group/en/csr/regional_creation/ 1 Utilizing Innovation to Resolve Social Issues To achieve one of our business innovation initiatives, we are providing services with avatar technology that connect users with people, goods, services, and places. From the comfort of their own home, users can see aquarium exhibits and shows, and enjoy shopping at their favorite stores. We can provide future work styles and new services and solutions through the newme avatar. Case 1 Decline in Aquarium Visitors: Visit Anytime from Anywhere Using the newme Avatar Business Overview • Using the newme avatar technology and platform, we have created a system that allows users to visit regional aquariums and facilities from anywhere at any time Regional Issues • Big drop in number of regional aquarium visitors • Desire to increase revenues at regional aquariums Methods • Using newme avatar technology, develop a new aquarium viewing tool Children Can Control the newme Avatar and Aquarium Guide Remotely 2 Contribute to Regional Revitalization Through Social Contribution and by Resolving Social Issues The ANA Group is working to resolve essential regional issues. Utilizing ANA Group expertise, from the production of agricultural products to branding and market development, we are contributing to improving the attractiveness of primary industries and promoting community-based sustainable cycle practices. Case 2 Save Tangerine Farms!: An ANA Farm Project @ Ehime Prefecture Business Overview Regional Issues Methods • ANA will oversee an abandoned tangerine farm and support the entire process from production to processing, distribution, and sales. • Need to raise the profile of prefecture specific products and due to lack of sales channels, sales are not increasing • Increase in the number of abandoned farms due to a decrease in the number of successors • Expansion of sales channels and branding of prefecture specific products using ANA expertise • Food processing using ANA catering expertise • Dispatch of ANA personnel to farms Case 3 Supporting Community Dreams: Regional Bank Crowdfunding Collaboration Business Overview • Using regional bank networks, promote crowdfunding of potential regional Business Seeds*2 for commercialization Regional Issues • Desire to commercialize a business idea but lack the financial resources • Need to improve the means of publicizing projects for commercialization • Using regional bank networks, identify local businesses that could support commercialization We are working on a regional revitalization project to identify and develop attractive regional commercial products Methods and develop them into a platform. As part of our regional cooperation, we are collaborating with Tajima Bank, Ltd. This collaboration was coordinated by the Kirin no machi Tourism Bureau Association (DMO Japanese Version) for the eastern part of Tottori Prefecture and the western part of northern Hyogo Prefecture. • Provide crowdfunding opportunities through ANA WonderFLY Web Image of ANA WonderFLY ANA HOLDINGS INC. Group Companies Cross-organizational initiatives *2 Business Seeds: The seeds of business, such as technology, expertise, ideas, and equipment, that a company possesses. 60 61 Sustainability Initiatives Sustainability Initiatives Material Issues Diversity and Inclusion 1 Responding to the diversity of our customers 2 Human resources development to support sustainable growth Basic Approach The ANA Group is promoting diversity and inclusion throughout the group. As customer values diversify and the social environment changes, continuing to be chosen and trusted by all customers is crucial for the future growth of the ANA Group. We will continue to accelerate initiatives aimed at providing world-class inclu- sive and universal services in an effort to fulfill our responsibility as a public transportation entity and build a sustainable inclu- sive society in which everyone can live together. Implementation Structure One pillar of our corporate strategy is the fiscal 2018-2022 Universal Service Strategy, which provides ANA Group services that every customer can enjoy comfortably and with peace of mind. To enhance our universal services, we are expanding services, facilities, and equipment at various points of contact with customers, and promoting the development of human resources who can develop and provide services that respect the needs and diversity of each customer and are attentive to their feelings. *1 ANA CX MAP: This map depicts various points of contact between customers and the ANA Group from daily life to post‐use. Please visit our corporate website for more: https://www.ana.co.jp/group/en/csr/customer_diversity/ Airport (Facilities) Aircraft • Apartment-style low counters at five major domestic airports including Tokyo (Haneda) and Osaka (Itami) • Installation of low counters at • Expanded deployment of 50 airports in Japan special vehicles (lift buses) to support smooth boarding and disembarking of passengers in wheelchairs or on stretchers. • In-flight wheelchair-accessible restrooms have been installed on small jets (A320neo/A321) in addition to large and medium-sized aircraft. Human Resources Development to Drive Barrier-Free Mindset Practices (Service Legacy of Diversity) We promote human resources development through a variety of educational activities so that each employee can deepen their understanding and practice of people with disabilities. Inclusive and Universal Services Practical Training Universal Service Refresher Training Barrier-Free Mindset Seminar ANA CX MAP*1 • We conduct training for all Group executives and employees to develop employees who understand diversity and can provide support and encouragement in a sympathetic manner. • We conduct regular e-learning sessions throughout the year to raise the level of universal services throughout the group • We invite speakers from NPOs and universities and paralym- pians to give lectures as needed. 1 Responding to the Diversity of Our Customers Creating an Environment for Customer Comfort (Facility Legacy of Diversity) We will continue to create services, facilities, and equipment offering even greater comfort and convenience in any scenario, from pre-departure through arrival. ANA Official Website Assistance Information Registration Service Airport (Information) • For everyone to be able to use our ser- vices comfortably, we have adopted the global standard proposed by W3C*2 and taken measures to meet the WCAG 2.0*3 conformance level AA ranking. • By registering the necessary assistance information for boarding in advance, you can complete the reservation process smoothly. • Telecommunication Relay Services at counters *2 W3C: Abbreviation for World Wide Web Consortium. The name of a non-profit organization that promotes the standardization of web technologies. *3 WCAG 2.0: Abbreviation for Web Content Accessibility Guidelines Version 2.0. Guidelines for accessibility of web content. Expansion of ANA’s Sora-Pass Classes Creation of Hospitality Guidelines • ANA Group employees created a hands-on curriculum that addresses characteristics of disabilities and visit special-needs schools to teach classes to students that are planning school trips on ANA flights to help alleviate the anxieties about air travel. • We established hospitality guidelines for COVID-19 countermeasures. 62 63 Sustainability Initiatives Diversity and Inclusion Further Promotion of ESG Management Promoting Universal Services through Group Businesses Using External Evaluations Related to ESG Leveraging Strengths for New Value: ANA Wing Fellows Vie Oji (Co., Ltd.) To achieve a universal environment where all people can lead their lives without feeling inconvenienced, ANA Wing Fellows Vie Oji is developing a consulting business that combines a lively perspective and the spirit of hospitality through collaboration between people with disabilities and staff with customer service experience such as flight attendants. So far, we have provided support for verification and training for ANA Group employees regarding airport facilities and in-flight facilities and services, verifi- cation of accommodation facilities, and promotion of employment of visually impaired people. In fiscal 2020, we set up an online system and promoted the creation of an environment based on universal standards that are needed now in the midst of the COVID-19 pandemic. Web usability consulting*4 Identification of issues and propos- als for countermeasures against COVID-19 Universal seminar to promote employment of people with disabilities Results of the four following external evaluations have provided us with an objective and multifaceted understanding of ANA Group ESG management. We intend to reflect these results in officer remuneration. DJSI FTSE MSCI* CDP FY2020 Evaluation FY2022 Targets Remarks Selected for inclusion in the World Index and Asia Pacific Index Same as FY2020 Stock index developed jointly by U.S.-based S&P and Switzerland-based RobecoSAM. Evaluates corporate sustainability from the perspectives of economy, environment, and society. Selected as a component member of FTSE4Good Index Same as FY2020 Stock index managed by the U.K.-based FTSE. Evaluates the initiatives and results of ESG management based on benchmarks. Selected as a compo- nent member of the Japan Empowering Women Index (WIN) Selected as a component member of the Japan ESG Select Leaders Index Stock index managed by the U.S.-based MSCI. An index based on the performance of stocks around the world from various perspectives. Examines and evaluates corporate commitment to ESG. B A– and above External evaluation for institutional investors managed by a U.K-based NPO. Analyzes the corporate impact of CO2 on the environment and climate change, evaluating the company’s responses. • We conducted accessibility propos- • We identified concerns and strug- • Local governments plan and hold als for website construction by gles of people with various disabili- seminars for companies to promote * THE INCLUSION OF ANA HOLDINGS INC. IN ANY MSCI INDEX, AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT OR PROMOTION OF ANA HOLDINGS INC. BY MSCI OR ANY OF ITS AFFILIATES. THE MSCI INDEXES ARE THE EXCLUSIVE visually impaired parties ties (hearing, vision, wheelchair the understanding of disabilities PROPERTY OF MSCI. *4 Web usability consulting: Helping everyone to obtain information from the web smoothly. users, etc.) when using airport and employment of people with facilities and aircraft, and proposed disabilities. specific countermeasures. MSCI AND THE MSCI INDEX NAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI OR ITS AFFILIATES. Issuance of Sustainability-Linked Bonds Toward Becoming an LGBT Friendly Airline Group ANA has received the highest rating of “Gold” for the fifth consecutive year in the LGBT index “PRIDE Index 2020” by the voluntary organization work with Pride*5 Under the ANA Group Diversity and Inclusion Declaration of April 2015, each employee has deepened their understanding of LGBT issues, and we are working to promote a better under- standing of these and provide an inclusive workplace environment within the group along with our support for customer diversity. We are promoting initiatives to achieve an inclusive society by distributing the ANA Group LGBT Awareness Handbook and conducting training programs. *5 work with Pride: A voluntary organization that supports the promotion and establishment of diversity management regarding LGBT and other sexual minorities. 2 Human Resources Development to Support Sustainable Growth We respect diversity in terms of age, nationality, gender, values, disabilities, etc., and promote a variety of human resources- related initiatives so that we can use this diversity as a strength to bring about further change. More details are available on page 72. 64 In June 2021, we issued Sustainability-Linked Bonds with Sustainability Performance Targets (SPTs) that reflect our efforts in four material issues: Environment, Human Rights, Diversity and Inclusion (D&I), and Regional Revitalization. If two or more of the four external evaluations regarding ESG described above (selected as SPTs) have not been achieved at the end of fiscal 2022, we will make a donation to a generally certified entity that engages in activities to create positive impacts for the environment and/or society. In addition to the group’s own ESG initiatives, we will create an additional positive impact by supporting activities through donations. In fiscal 2018, we issued Green Bonds as an initiative for environment. In fiscal 2019, we issued Social Bonds as an initiative for D&I. Our Sustainability-Linked Bonds include the perspective of governance (G), as the results of the evaluations will be reflected in officer remuneration. We established targets to be achieved for the themes of environment (E) and social (S), and we aim to achieve these targets by making governance (G) function effectively. We believe it is the responsibility of the group, which operates globally, to contribute to the achievement of the SDGs through ESG-conscious business activities. By addressing the four material issues appropriately, we strive to enhance our corporate value through the creation of both social value and economic value. Environment Human Rights Diversity and Inclusion Regional Revitalization E Green Bonds (Issued October 2018) S Social Bonds (Issued May 2019) Sustainability-Linked Bonds (Issued June 2021) See our corporate website for more details. https://www.anahd.co.jp/group/en/pr/202105/20210519.html G Corporate Governance Progress toward SPTs Is a Component of Officer Remuneration 65 Sustainability Initiatives Business Foundations Supporting Corporate Value We work with ANA Group stakeholders, aiming to share an added value that leads to a brighter future. Today, we are building a foundation for the appropriate allocation of management resources and nimble management decision-making. 66 66 67 ANA’s Sky Kitchen: The Excitement of Travel, While Staying Home ANA began selling international route in-flight meals online. Our managing chef developed a specially designed menu for everyone to enjoy at home. Safety Strengthening Safety as a Business Foundation, Passing Down Safety as a Culture Developing Human Resources that Embrace and Enhance Safety Culture Safety is the unequivocal mission of every business in the ANA Group. The ANA Group engages in ongoing education and training programs to preserve the memory of past accidents and hijackings in our pursuit of safety. To prevent the spread of COVID-19, we currently use online technologies to hand down our culture of safety. Solid Approach to Safety Safety is the absolute value underlying every ANA Group corpo- An environment of mutual understanding and trust form rela- rate activity and the foundation of everything we do. Our dedica- tionships among employees across various job descriptions to tion to safety extends to every part of our group businesses, support safe aircraft operations and other aspects of the ANA even beyond our aircraft operations, including cargo, food ser- Group business. In every workplace, we post the ANA Group vices, and information. Our everyday efforts to improve safety Safety Principles and Course of ANA Group Safety Action, which and our conscientious response to customer expectations build are pledges shared by all ANA Group employees. confidence and trust with society. ANA Group Safety Principles Safety is our promise to the public and is the foundation of our business. Course of ANA Group Safety Action (1) Strictly observe rules & regulations, and all actions will be grounded on safety. (2) As a professional, place safety as the #1 priority while keeping your health in mind. Safety is assured by an integrated management (3) Address any questions and sincerely accept the opinions of others. system and mutual respect. (4) Information will be accurately reported and shared in a timely manner. Safety is enhanced through individual performance and dedication. (5) Continuous self-improvement for prevention and avoiding reoccurrence. (6) Lessons learned from experiences and increased skills for risk awareness. ANA Group Medium-Term Safety Promotion Plan In working toward higher levels of safety, we formulated the FY2021-FY2025 ANA Group Medium-Term Safety Promotion Core Safety Values Plan as part of our efforts to accelerate the transformation nec- (1) Build an organization that is resilient to change and innovation essary to return to growth, while responding flexibly to the (2) Pursue safety based on global standards COVID-19 pandemic and a changing environment. (3) Establish a culture of deep-rooted safety behavior We defined matters of the highest priority as our core safety (4) Foster core human resources who strive for safety values, establishing three pillars on which to engage in specific (5) Instill confidence in our customers and society regarding ANA priority actions: (1) Sense of Safety for Our Customers, (2) Safety Group safety Structures, and (3) Safety Culture. C o m m u n c a t i o n i Sense of Safety Customer Customer Priority Actions for Safety (Three Pillars) 1. Sense of Safety for Our Customers Disclose information and engage in greater dialogue with customers and society regarding our safety efforts as we pursue ESG management 2. Safety Structures • Work closely with code share, partner airlines to standardize and raise the level of our safety foundation, including safety information, safety rules, safety audits, safety education, and more • Engage in stronger preventive measures and bring visibility to safety through risk management and SPIs (Safety Performance Indicators) • Strengthen initiatives in managing the Three Task Categories (First Time Task, Procedure Changes, and Task After Extended Time Gap); provide safety education and awareness activities via online and on-demand technologies 3. Safety Culture • Share specific examples of safety behaviors that embody safety culture; pursue the practice of safety as a personal responsibility Safety Implementation of Implementation of Safety Measures Safety Measures Safety Structures Education / Education / Awareness Awareness Safety Culture ANA Group ANA Group 68 Education Initiatives ANA Group Safety Education Center (ASEC) Total number of participants: 8,5 09 (including online participation) In 2019, we relocated ASEC to the newly built ANA Group Training Center (ANA Blue Base). Under the three concepts of facing accidents, facing our own feelings, and facing our colleagues, we provide safety education in which participants learn actively, leading participants to practice safe behavior in the workplace. We established on online training system in July 2020, and all group employees have been taking the courses. Emergency Aircraft Evacuation Training Safety Forum Conducted by Senior Management Total number of participants: 3,941 Number of forums: 39 Total number of participants: 4,892 in total This training is mandatory for all group employees to support The ANA president & CEO and directors in charge of safety cabin attendants, as well as to provide assistance and guid- ance to passengers in the event of an aircraft emergency. at ANA delivered safety-related lectures and engaged in dialogue with employees online. Participants and leaders discussed and shared thoughts on a wide range of topics. Initiatives for Aviation Safety and Security Promotion Month We observe the Aviation Safety and Security Promotion Month every July, holding programs featuring seminars, presentations, and awards related to safety. We solicited case studies from our front lines, receiving numerous submissions. From the submissions received, we published a total of 16 case studies on our corporate intranet highlighting safety and quality improvement initiatives related to information sharing, deficiency prevention, and recommendations for safe behavior. 16 case studies shared Case Studies Published on the Corporate Intranet 69 Business Foundations Supporting Corporate Value Safety Building Stronger Sustainable Structures for Safety ANA Group Response to COVID-19 The airline industry is undergoing major operational changes due a. Each individual uses their foresight to anticipate risks In June 2020, we launched the ANA Care Promise as a commitment to creating an environment that prevents infection to the impact of COVID-19. For our part, we are creating a stron- b. Employees share information on matters identified and and protects the health of our passengers and staff in this time of the new normal. This initiative was the first in Asia to ger structure to maintain safety, even as we adopt new and respond to risks before beginning work receive the highest COVID-19 Airline Safety Rating of 5-STAR awarded by SKYTRAX of the UK. different mechanisms and procedures. c. Employees use the assertion* method to respond appropri- Peach employees are also working together on anti-infection initiatives, aiming to create a new standard in the skies. ately with coworkers We will continue sincere efforts to create safety-focused hygienic environments and services to deliver even greater (1) Change Management as a Safety Management Method d. If employees notice something unusual or dangerous, they peace of mind to our customers. to Prevent Organizational Errors report it as a near-miss or other spontaneous incident We adopted the following safety management methods to pre- * Expressing opinions in a constructive and cooperative manner vent organizational errors when changes occur in structures or work flows. a. Identify risk factors (hazards) in advance b. Verify potential risks that may occur due to hazards c. Take measures to reduce risks and then implement change (2) Managing the Three Task Categories We engage in consistent management of the Three Task Categories (First Time Task, Procedure Changes, and Task After Extended Time Gap), predicting related risks and taking mea- sures to prevent unsettling events from occurring. We strive to achieve safety and innovation through the organiza- tional responses and individual actions noted above. Management Foundation Safety For Sustainable Growth Transformation Ensuring Safety in Non-Air Operations Information Safety The ANA Group handles personal customer information in its Food Safety The ANA Group introduced the ANA Catering Quality Program business. The company is revising its rules and security mea- (ACQP), from the three aspects of food safety for hygienic in- sures to strengthen personal information management systems flight meals, the pursuit of delicious quality, and the safe, and the and reduce the risk of information leaks, considering this correct loading and unloading of goods on and off aircraft. approach to be important initiative as safe flight operations. Full-time auditors and chefs make regular visits to our catering ANA has adopted the EU General Data Protection Regulation contracts in Japan and around the world, offering guidance on (GDPR), and the California Consumer Privacy Act. We also engage improvements based on our own strict hygiene standards. We in a timely manner with other personal information protection mea- also engage regular external hygiene audits from third parties sures being addressed in various countries. Further, the company based on international standards. Results are reported to the publishes its privacy policy on its corporate website. We also group to maintain and improve quality. We also discuss the respond appropriately to Japan’s revised Act on the Protection of results regularly at board meetings, where decisions are made Personal Information, which will take effect in fiscal 2022. on the spot and implemented promptly to correct issues. Furthermore, by providing information security training to employees, we protect the safety of information in terms of both tangible and intangible elements. Poster Depicting Our Approach to Information Safety Hygiene Audit of the In-Flight Meal Production Facility at Haneda Airport 70 Enhanced Hygiene and Cleanliness Hygiene and cleanliness are the core of our services. To strengthen our commitment even more, we signed a support agreement on hygiene and cleanliness with Nihon Stery, Inc., a company that provides support services to medical facilities. Leveraging their wide range of knowledge and we advice of experts, we will work to create safer and more comfortable air travel to meet the needs of our customers in the post-COVID-19 era. Major Initiatives Inspection and Review of Operational Procedures Check the status and improve disinfection, sterilization, and other operations at airports, lounges, and in the aircraft. Review and improve manuals. Disinfectant Selection Information Communications Advice on the selection of disinfectants, etc., such as alcohol sheets and disinfectant solutions Advice on the effects, messages, and expres- sions related to hygiene and cleanliness when publishing information on the ANA websites, social media, etc. Message from Nihon Stery, Inc. We began collaborating and helping with ANA Care Promise initiatives in December 2020, leveraging the knowledge and expertise of our group. This was the first time we took on a project for the safety and hygiene of not only the ANA Group, but also of their customers. We have been determined to make the project a success at all costs. We have experienced the intense passion and dedication of everyone at the ANA Group. ANA Group employees ask many questions regarding the proposals we make based on our expertise. They scrutinize our activities through earnest discussions. We learn more every day as we review initiatives based on evidence and make improvements that match the needs of the front lines of the airline industry. While this challenging environment is likely to last for some time, we will continue to take on challenges together with the ANA Group, co-creating new values in hygiene for the safety and security of customers and employees. (Left) SUZUKI Takeshi, Manager (Right) HOTODA Akishige, Deputy General Manager Nihon Stery, Inc. (H.U. Frontier, Inc.) 71 Business Foundations Supporting Corporate Value Human Resources Achieving Sustainable Growth through Human Resources, the Greatest Asset of the ANA Group We leverage the diversity of our employees to exhibit the comprehensive capabilities of our group. Basic Approach to Human Resources Human resources are the greatest asset of the ANA Group. Our people are what allow us to respond to a rapidly changing social environment and pursue Business Structure Reform, while continuing to take on the challenge to achieve sustainable growth. We enhance corporate value through human resources development, as well as systems and frameworks that encourage every Encouraging Employee Athletes The ANA Group endorses the Ath-navi* program, which supports Japanese athletes taking on global challenges. We have hired athletes and support their athletic activities for seven consecutive years since 2014. A total of 25 athletes (as of July 1, 2021) work in the ANA Group, and we strive to provide an environment in which top athletes can continue to compete with confidence. At the same time, we believe employee to demonstrate their individuality and contribute actively, from the day they join the group to the day they retire. this program fosters a sense of unity among all employees. OMOTO Rika, ANA YAMASHITA Jun, ANA MOTOHASHI Nako, * The Japanese Olympic Committee (JOC) provides employment support counseling for top athletes. ANA AIRPORT SERVICES Co., Ltd. Establishing a Mechanism for Sustainable Growth Focused On and Inspired by Our People Human Resources Diversity and Inclusion (D&I) Ease of Work Fulfillment of Work ANA’s Way Improved Engagement Digital Enhanced Basic Quality Enhanced Productivity Generating Innovation Improved Customer Satisfaction Improved Corporate Value Sustainable Growth Mechanisms to Pass On the ANA Group Identity We strive to instill an understanding of our Mission Statement, Management Vision, and ANA’s Way as embedded parts of our corporate culture, encouraging organizational and human development for each employee to embody the ANA Group identity. Promoting ANA’s Way ANA’s Day Training • Share values that resonate with ANA Good Job Card • Launched in 2001 as a tool to foster Group employees a culture of mutual appreciation and • Reflect on past accidents and gain a respect ANA’s Way Survey (Employee Satisfaction Survey) • Conducted once in fiscal 2020 (across 44 companies, response renewed understanding of safety • Messages are sent to colleagues in rate: 96.9 %) • Return to our founding philosophy of other group companies or divisions • Covered five subjects from ANA’s Wakyo (close cooperation) and via a dedicated website Way and asked questions related to “Hardship Now, Yet Hope for the • Messages sent in fiscal 2020: engagement Future” 840,000 (ANA Group) • Think about the future of the ANA Group with colleagues from other group companies • Analysis conducted of organizational issues across the group and at each company/division; appropriate response measures considered and implemented ANA Blue Monsters Due to the COVID-19 pandemic, there have been fewer opportunities for children to play sports. This trend could lead to social issues, including fewer local community sports, an increase in mental and physical imbalances among children, and fewer opportunities to learn about one’s own strengths in life. In response to these issues, we launched the ANA Blue Monsters Kids Career Program as a new venture that resolves social issues through sports. Employee athletes are in charge of planning and supervision, providing cross-cultural exchange, dietary education, body core training, and sports strategy training. The program helps kids acquire the skills necessary for both sports and business, fostering the ability for children to pursue their own futures. Online Training and Education Diversity and Inclusion (D&I) Promotion After presenting “The ANA Group Diversity and Inclusion Promise” (D&I Promise) in 2015, we have been promoting D&I as one of the key pillars within our management strategy. We strive for new value creation and sustainable growth by respecting the diversity of our employees, creating an environment in which each employee can maximize their strengths, and fostering a corporate culture in which everyone can work with enthusiasm and motivation. Women in Leadership Positive Action Plan In addition to establishing systems to support diverse work styles according to life stages and career plans, we are working to increase the ratio of female executives and managers, which is an issue in Japanese society. In March 2021, we reached a deadline for achieving the three numerical targets set in our Positive Action Plan (announced in 2014). 2014–2020 Positive Action Plan (ANA) Item Targets FY2020 Number of female executives Ratio of female managers Ratio of female managers in office administration / cabin attendants organizations 2 or more 6 Achieved 15% or more 30% or more 15.8% Achieved 29.2% Not achieved Participation in International Air Transport Association (IATA) Initiatives The importance of diversity in management is increasing on a global level, and we are seeing new movements in the airline industry. In November 2020, ANA became the first Japanese airline to join the IATA’s 25by2025 Campaign, which is a global initiative to improve female representation in the aviation industry. The goal of 25by2025 is to increase female representation in senior positions and in areas where women are traditionally under-represented, such as flight crew and mechanics, by 25% by 2025. 72 73 Business Foundations Supporting Corporate Value Human Resources Future Targets In June 2021, ANA and the ANA Group set new medium-term goals in regard to women in leadership positions. We aim to achieve women’s ratio in senior positions to reach 30% as early as possible in the 2020s. Although ANA Group companies have different working environments, personnel structures, and male-to-female ratio, we will continue to develop suitable personnel systems and support at workplaces to promote the advancement of women. We will also monitor KPIs periodically to confirm the progress and to take proper actions to resolve issues. New Goals to Achieve as Early as Possible in the 2020s Ratio of female executives 30% As of April 2021 ANA Group ANA 9.7% 14.6% Ratio of female managers 30% As of April 2021 ANA Group 17.2% 17.0% ANA The ANA Group encourages flexible and new work styles that Percentage of Employees Taking Paternity Leave (ANA) Paternity Leave System allow a diverse range of employees to contribute actively, regard- less of gender or generation. We are working to increase the percentage of male employees who take paternity leave, so the (%) 15 burden of housework and childcare can be shared equally among family members. In addition to providing information to 10 eligible employees through the company intranet, handbooks, and seminars, we intend to communicate more effectively to supervisors and workplace colleagues to promote a better understanding of work-life balance. 5 0 2016 2017 2018 2019 2020 Groupwide Awareness In December 2020, we held the sixth ANA Group D&I Forum. Under the theme, “Diversity is a Fact, Inclusion is an Act,” 37 CEOs of ANA Group companies shared their views on D&I and led integrated activities together with members of ANA Group D&I Working Team. ANA Group D&I Initiatives In response to the global COVID-19 pandemic and rapid changes in our society, the ANA Group is now working on structural reforms together with the transition to new work styles which enables us to provide new value to customers in a more efficient manner. We believe “Diversity & Inclusion” and “Engagement” are two essential factors when our diverse employees fulfill one’s potential with their specialties and capabilities beyond organizational boundaries or attributions. Our goal is to create a corporate culture that welcomes the new value or the innovative mindset which diversity creates and allows employees to feel equity in the workplace as well. Our ultimate goal is to provide more safe and delightful experiences for our customers, and to contrib- ute to a better society. TANEIE Jun Executive Vice President Group Diversity & Inclusion Promotion ANA HOLDINGS INC. Health Management The ANA Group made the ANA Group Health Management Declaration in April 2016. Our employees are the engine that drives sustainable growth together with society, and it is our employees who embody the motto, Trustworthy, Heartwarming, Energetic! We encourage Quality of Life (QOL) and improved corporate value through employees who engage in their work in physical health, mental health, and passion. Implementation Structure The ANA Group has appointed a Chief Wellness Officer who is a director responsible for health management. We also appoint Wellness Leaders at each group company. Through this leadership framework, the ANA Group ensures that group employees, companies, and health insurance associations work in unison for health management. As a result of groupwide efforts, seven companies, including ANA AIRPORT SERVICES Co., Ltd., ANA CHUBU AIRPORT, and ANA OSAKA AIRPORT, were named Certified Health & Productivity Management Organization Recognition Program (White 500) companies in fiscal 2021. Four other companies were named Certified Health & Productivity Management Organization Recognition Program companies, including ANA New Chitose Airport. P.83 External Recognition Four Perspectives The ANA Group aims to maintain and improve the physical and mental health of our employees, creating an environment that encourages long careers. Focusing on Four Perspectives, we engage in in regular situational monitoring, while analyzing and responding to positive impacts and challenges. 1 Health Management 2 Safety and Health Initiatives • Create an environment for health management throughout the group • Develop safe, secure workplace environments and engage in cross- organizational education activities 3 Mental Health 4 Disease Prevention • Implement related measures groupwide and provide occupational health staff and workplace follow-up • Establish and monitor health management indicators • Strengthen cancer-prevention measures and adopt policies regarding women-specific diseases Health Maintenance under the COVID-19 Pandemic The results of our employee health survey reflected concerns by many employees about (1) lack of exercise and physical ailments and (2) mental health. Responding to changes in the living and working environment has become an urgent issue. Mental Initiatives As the social environment changes, healthy minds become an even more Physical Initiatives We sponsored various online seminars to alleviate the lack of exercise and to important factor in the QOL and work. The ANA Group has introduced mea- provide more education regarding physical fitness, creating a greater environ- sures and e-learning courses in line with the four types of mental healthcare ment for self-management. described in the Ministry of Health, Labour and Welfare’s Guidelines for • Dietary seminars given by nutritionists Maintaining and Improving Workers’ Mental Health. • Seminars on how to prevent injury by developing flexibility • Special meals delivered in honor of Vegetable Day (August 31), etc. Care through External Consultation Desks Consultations through external specialists Care through Occupational Health Staff Health consultations though industrial physicians / nurses Care by Line Supervisors Self-Care Managers address mental health problems, including workplace environment and active communication improvements Self-awareness through stress checks, voluntary consultations 74 75 Business Foundations Supporting Corporate Value Human Resources The Power of People in the ANA Group Built on a foundation of security and trust, “the wings within ourselves” help to fulfill the hopes and dreams of an interconnected world. The phrase, the “wings within ourselves” from our Mission Statement represents the strong desire of each employee to become wings, connecting people, goods, and emotions. In addition to fulfilling our mission as a provider of public transportation, we continue to strive and take on challenges through flexible approaches. Using the Airbus A380 ANA FLYING HONU and Other Aircraft While restrictions on travel outside the home and leisure travel continue under the COVID-19 pandemic, we have received many comments from customers who are eager to travel overseas as soon as possible or travel by airplane. The ANA Group sponsored the Akindo Suggestion Program, aiming to leverage the wisdom of our employees in raising our top line and delivering to customers their desired prod- ucts and services, even in the face of COVID-19. The following are a few of the ideas we received that became new projects with the backing of employees from across the group. Airbus A380 HONU Sightseeing Charter THE WEDDING with ANA: In-Flight Wedding We held private THE WEDDING with ANA: Aircraft Weddings in May and June 2021, using an aircraft from ANA international routes. The wedding package was a joint offering by ANA and SKY WEDDING HANEDA, operated by Hasegawa S.T. The ceremonies began with a bride’s entrance and photo session conducted by ANA Group employees at the international terminal. On board the plane, the bride and groom were congratulated on their new start with a marriage certificate signed by the flight crew and a congratu- latory message in the style of in-flight announcements by the cabin attendants. We helped create once-in-a-lifetime memories at air- Photo Courtesy of Hasegawa S.T. ports and inside our aircraft cabin space, the closest most can come to overseas travel at this time. ANA’s Restaurant HANEDA Between March and June 2021, we used international aircraft (Boeing 777-300ER) parked on the ground to offer customers an opportunity to experience ANA international first and business class service. Meals and services normally only available on inter- national long-haul flights were recreated in a parked aircraft and offered in the limited-time restaurant. Secondments Outside the ANA Group In response to the decline in passenger demand due to COVID-19, the ANA Group formulated our Business Structure Reform in October 2020. We designed this plan to become smaller and pass through to the far side of the COVID-19 tunnel, incorporating mea- sures that included protecting jobs. We also expanded secondments outside the group under this plan. Since the initial media cover- We conducted a total of 18 sightseeing flights using the Airbus A380 ANA FLYING HONU (as of June 2021). We began with flights age, we have received inquiries from many companies and organizations about accepting our employees. leaving and returning to Narita Airport in August 2020, helping customers enjoy the feeling of being in Hawaii while still in Japan. Approximately 1,150 ANA Group employees (as of July 1, 2021) have been seconded to approximately 250 companies and organi- Hoping to help our customers create their own special summer memories in the time of COVID-19, we provided Hawaiian- zations in a variety of fields, including temporary staffing, retail, and telecommunications. style staging inside the aircraft, a raffle, original souvenirs, and more, offering the excitement and fun of travel on the HONU. The ANA Group aims to create new value and achieve sustainable growth together with society, leveraging human resources, our The HONU Charter flight was so popular that we continued the project, adding Christmas flights and regional events. greatest asset, to contribute to these companies through individual character and skill, while bringing the job experiences from these companies back to the ANA Group. Comments from a Seconded Employee I am currently on secondment to a telecommunications company. Much in the same way that ANA is a public transportation company, telecommunications companies are responsible for the social infrastruc- ture as a public network provider, which I find very rewarding. Right now, I work in a department that plans employee training, and I am mainly in charge of training according to experience level for career development. This is my first experience with such work, but with the support of my colleagues, I am learning to think about things more deeply as I consider training objectives and create curriculum. Every day I work harder to make even better materials. I will continue to contribute to the best of my abilities throughout my secondment period, relying on the training, the experience using work tablets, and the communications skills when meeting new people that I have learned at ANA. TESHIGAWARA Yui (ANA) Secondment to a Major Telecommunications Company 76 77 Business Foundations Supporting Corporate Value Risk Management Preserve Corporate Value through Safe and Reliable Business Operations The ANA Group takes steps to identify, analyze, and appropriately address risks with the potential to severely impact management. In addition, we have developed groupwide frame- works to minimize the impact of risks and prevent reoccurrence in case risks materialize. Risk Management Structure The ANA Group Total Risk Management Regulations provides General Determine Basic Policies Board of Directors the basic terms of the group’s risk management system. Under these regulations, the Group ESG Management Promotion Committee develops and implements basic policies. These policies are executed in line with the basic policies determined by the board of directors. Each group company / department has established a risk management system. Here, the ESG General Formulate and Issue Basic Policies Monitor Response Status Group ESG Management Promotion Committee General Supervise Risk Management Chief ESG Promotion Officer (CEPO) Promotion Officer (EPO) and the ESG Promotion Leader (EPL) are responsible for promoting and leading risk management operations, respectively. Each EPL assumes a role to conduct Preventive Measures Identify Risks Analyze and Evaluate Consider Response Measures Implement and Monitor risk management (risk prevention) operations according to plans and take swift action while working with the secretariat in the event of a crisis. Crisis Response Collect Information Implement Initial Response Determine Causes Formulate Measures to Prevent Reoccurrence General Administration Risk Management Team ESG Promotion Officer (EPO) EPO EPO ESG Promotion Leader (EPL) EPL EPL Group Company A Group Company B Group Company C Major Initiatives Share Information With EPLs We provide newly appointed EPLs with organizational risk rules to comply with domestic and international laws and regulations regarding personal information and privacy. We management training. During regular meetings, EPLs share are also preparing to comply with the 2022 revision of case studies and provide instructions on measures that need Japan’s Act on the Protection of Personal Information. Cybersecurity Measures The ANA Group is designated as a critical infrastructure provider in Japan by the National Center of Incident Readiness and Strategy for Cybersecurity (NISC). We implement security measures at entrance and exit control, and we have adopted anti virus measures in accordance with the guidelines formulated by the Ministry of Economy, Trade and Industry (METI). We monitor our security system 24 hours a day, 365 days a year. The ANA Group trains security personnel, and we have established the Computer Security Incident Response Team (CSIRT) to ensure swift action in response to any incidents. Cybersecurity intelligence is most effective when providing early alerts to counter cyberattacks. Therefore, we participate in informa- tion sharing organizations, such as the Aviation Information Sharing and Analysis Center (A-ISAC), which consists of airline, aircraft man- ufacturer, and other members. We also participate in the Surface Transportation Information Sharing and Analysis Center (ST-ISAC). In these ways, we acquire information from internal and external industry sources as early as possible for use in taking preventive measures. We are working on response measures, understanding that cybersecurity incidents are bound to occur. At the same time, we have adopted a Zero-Trust approach based on TRUST (i.e., communication with trusted people and objects based on authentication) as we pursue digital transformation in ANA Group services and products, including as Mobility as a Service (Maas) and ANA Super app. In addition, we intend to work even more closely with relevant ministries and agencies, economic organizations such as Keidanren, and private security organizations such as ISAC; to improve security between supply chains in today’s society, which is connected across all manner of business industries and sectors. Responses to COVID-19 (Employee Infection Prevention Measures) The ANA Group created a response system based on the Crisis Management Manual and the Emergency Response Manual in late January 2020, when the COVID-19 infection began to spread. We have endeavored to prevent the spread of infection. For example, when a physician identifies an employee who is suspected of infection, we notify the relevant employee and employees who are likely to have been in contact, directing them to stay home and wait for instructions from the public health center. In addition to the above, we continue to implement measures to prevent infection among employees, including the following. • Inform all group employees immediately of policies and instruc- • Make a habit of avoiding the Three Cs (Closed spaces, tions issued by the government and local authorities; implement Crowded places, and Close-contact settings) to be strengthened. Under this system, EPLs provide We require every employee to receive e-learning training response measures completely • Check employee health on a consistent basis before reporting instructions and responses within their respective companies. on the importance of information assets and proper • Ensure all group employees have an understanding of to and starting work handling, etc. In so doing we ensure compliance with these COVID-19 • Explore ways to work without coming to the office Business Continuity Plan (BCP) Our BCP details policies and procedures for responding to laws, regulations, and rules for using our information systems. In this way and others, we strive to raise large-scale disasters to ensure the safety of customers and employee awareness of the significance of information and all ANA Group directors and employees, minimize the impact inside and the workplace. on management and on society as a whole, and resume normal business operations as quickly as possible. ANA actively participates in the development of guidelines for Security Export Control* The ANA Group exports the parts, chemicals, apparatuses, Advanced Airport-Business Continuity Plan (A2-BCP) led by the and other articles necessary for aircraft maintenance to Ministry of Land, Infrastructure, Transport and Tourism (MLIT). overseas airports and aircraft maintenance centers. These guidelines address building airports resistant to natural Certain articles have the potential to be adapted to create disasters and participation is part of our efforts to strengthen weapons. Accordingly, we practice rigorous security export cooperation with airport administrators and other stakeholders. control of exported articles. Information Security The ANA Group updates the group’s information security regulations and implements the information security A stringent security export control structure is maintained through once-annual audits and trainings. These activities target divisions that are considered exporters for being directly involved in exporting as well as divisions that are management system. Through this system, we strive to involved due to handling customs clearance and other improve information systems functions and implement transportation-related processes. security measures in line with the policies. We are currently revising our privacy policies and internal * Security export control is a term that refers to all regulations placed on exports from Japan by the Foreign Exchange and Foreign Trade Act. • Ensure employees comply with maintaining safe physical dis- (e.g., remote work) tances, wearing masks, and washing and disinfecting hands • Segregate members into teams and avoid contact between • Provide masks, gloves, protective eyewear, etc. teams to minimize the impact of an outbreak • Install alcohol disinfectant, sterilization sheets, acrylic panels, • Ensure there is no discrimination against infected employees or etc., in offices employees suspected of having been infected On June 13, 2021, the company began COVID-19 vaccinations for employees. Employees involved in international flight operations were the first to be vaccinated, followed on a voluntary basis by employees, contractors, and employees at affiliated companies. Workplace Vaccinations (Haneda Airport) Conference Room Equipped with Alcohol Disinfectant, Sterilization Sheets, and Acrylic Panels 78 79 Business Foundations Supporting Corporate Value Compliance Maintain Corporate Value by Enhancing Internal Systems and Further Instill Our Mission Statement The ANA Group is taking steps to minimize exposure to legal risks and prevent incidents that could diminish corporate value. Compliance Implementation Structure The ANA Group has developed a compliance structure based on the ANA Group Compliance Regulations to promote compliance with laws, regulations, and other standards related to business activities. Under the Group ESG Management Promotion Committee Regulations, each group company and department appoints an ESG Promotion Officer to drive compliance at each company and an ESG Promotion Leader to drive compliance at each workplace. In this way, we ensure stronger awareness of compliance throughout our group. Major Initiatives Legal Compliance Education We conduct a variety of educational programs for every group Information Dissemination To spread awareness of compliance throughout the ANA executive and employee to acquire correct knowledge of and Group, we distribute e-mail and other newsletters on topics exercise appropriate judgment related to various laws and related to revisions to laws and regulations, as well as points of regulations. We hold regular seminars on contract practices, caution regarding labor and contract practices. We also post labor practices, and laws and regulations related to air manuals and guidelines for various laws, regulations, and rules transportation, improving our familiarity with business-essential on the compliance website on our intranet. In this way and knowledge. Seminars on competition law, anti-bribery law, and others, we provide an infrastructure where group executives air transportation for group executives and employees working and employees have access to such information at any time. overseas are also available, focusing on minimizing legal risks The website also accepts questions from employees regarding Initiatives to Prevent Harassment We provide various training and education programs to prevent Internal Reporting System Based on the ANA Group Rules for Handling Internal workplace harassment including training for newly appointed Reporting, we have set up a point of contact (ANA Alert) managers. In addition, we established the ANA Group both inside and outside the group (via a law firm) to collect Harassment Prevention Regulations in response to the June 1, compliance-related information and resolve any issues. The 2020 enactment of the Revised Comprehensive Promotion of reporting system is available to all group executives, Labor Measures Act, which stipulates mandatory measures to employees, and temporary personnel involved in the prevent power harassment. In addition, we provide harassment group’s business. ANA Group retirees and executives and education through e-learning for all group executives and employees of our business partners may also use the employees, and aim to deepen the correct understanding of reporting system. We protect the privacy of the whistle- harassment, and to create more comfortable work blower and relevant parties, and assure that no punitive environments throughout the group. measures will be taken against those that seek consultation or cooperate in confirming facts. This enables us to obtain internal risk related information promptly and aids in self- correction. In fiscal 2020, there were 192 reports within the group, and the system has spread throughout the group as a reliable and effective whistleblowing system. We are the first company in the airline industry (at the time of registra- tion on April 9, 2021) to be certified under the Whistleblowing Compliance Management System (Self- Declaration of Conformity)* of the Japan Consumer Affairs Agency as a business in compliance with whistleblowing compliance certification standards. These standards are based on the Guidelines for Private Business Entities Regarding the Development and Operation of Whistleblowing Systems Based on the Whistleblower Protection Act. We will continue to maintain a reliable and effective whistleblowing system to prevent situations that may lead to a decline in corporate value. * Whistleblowing Compliance Management System (Self-Declaration of Conformity) is a system introduced by the Japan Consumer Affairs Agency in February 2019. Under this program, businesses evaluate their own whistleblowing systems in light of the certification standards set by the agency, and apply for registration of the results with the designated registration body. Registered businesses will be authorized to use the WCMS (Whistleblowing Compliance Management System) logo mark. globally. We also sponsor seminars tailored to topics and laws and regulations, helping group executives and E-Learning Materials contents that reflect the needs of each group company and/or employees make appropriate decisions in compliance with laws department to foster a more legal-related competence. Due to and regulations. the impact of COVID-19 in fiscal 2020, we shifted to online training from the conventional class sessions, which made it easier for overseas participants to attend. Compliance Website (Company Rules) Strengthening Cooperation with Group Companies and Overseas Branches To strengthen the compliance structure across the entire group, we have clarified the points of contact between our Legal & Insurance Department, Group companies, and ANA overseas branches, building and operating a structure facilitating two- way communication. Compliance Survey of Group Companies Surveys on compliance at group companies are conducted once each year. The survey consists of self-evaluations on compliance to relevant laws and regulations as to assess issues pertaining to each group company and to the entire group. We conduct follow-ups with each company based on survey results as necessary to resolve any issues. Online Seminar 80 Compliance Website (Questions for the Legal & Insurance Department) WCMS Certificate of Registration ANA Alert Poster (in Workplaces) 81 Business Foundations Supporting Corporate Value Responsible Dialogue with Stakeholders The ANA Group conducts business activities through our relationships with stakeholders. We engage in ongoing dialogue with stakeholders to build trust and offer peace of mind. As we do so, we increase the effectiveness of our strategies by incorporating the opinions and requests of stakeholders into our businesses. Major Dialogues during Fiscal 2020 The 76th Ordinary General Meeting of Shareholders (for institutional investors, analysts) Financial results presentations No. of attendees 447 Voting rights exercise ratio 62.9% 4 times (teleconferences) Dialogue with Shareholders and Investors Dialogue with institutional investors/analysts 266 times (122 in Japan/144 overseas) (262 teleconferences/online meetings, 4 in-person meetings) ANA Group officer town meetings messages to employees Broadcasts of ANA Group officer No. of meetings 1,667 Participants total: Approx.32,000 people * Numbers include online interactions 44 times Content: Activity policies, response to COVID-19, sustainability initiatives, financial reporting, etc. Communication with Our Employees SDGs seminar (online) No. of Meetings 40 Participants 2,083 people Dialogue with Experts Environment Human rights ESG investors 2 times 1 time 2 times (once via questionnaire) Dialogue with Business Partners 7times Procurement policy briefings Participation in community volunteer activities (ANA NARITA ANA, AIRPORT SERVICES Co., Ltd.) Dialogue with Communities No. of activities 36 Group employee participants: Approx.310 people Volunteer cleanup, aviation classes, crime prevention, etc. External Recognition Inclusion in ESG Indexes, etc. • Dow Jones Sustainability World Index • Dow Jones Sustainability Asia Pacific Index • S&P Global Sustainability Awards 2021 - Gold Class • FTSE4Good Index • FTSE Blossom Japan Index • MSCI Japan Empowering Women Index (WIN)* * Quality • SKYTRAX COVID-19 Airline Safety Rating (ANA) —Awarded first 5-STAR status in Asia • FlightGlobal Decade of Airline Excellence Award 2020 (ANA) —Airline Excellence Award for the Asia-Pacific Region Management Strategy • Japan Institute of Information Technology 38th IT Awards • Nippon Kenko Kaigi, Ministry of Economy, Trade and Industry IT Award for Excellence (Customer and Business Functions) Certified Health and Productivity Management Organization • Ministry of Health, Labour and Welfare Recognition Program 2021 “Platinum Kurumin” Certified by the Ministry in Recognition of (ANA CHITOSE AIRPORT CO., LTD., ANA AIRPORT SERVICES Providing Superior Childcare Support (ANA, ANA AIRPORT SERVICES Co., Ltd.) Co., Ltd., ALL NIPPON AIRWAYS TRADING Co., Ltd., ANA Systems Co., Ltd.) • Nippon Kenko Kaigi, Ministry of Economy, Trade and Industry • Ministry of Economy, Trade and Industry Certified Health and Productivity Management Organization DX Certification Recognition Program 2021 –White 500– Noteworthy DX Companies 2021 (ANA HOLDINGS INC., ANA AIRPORT SERVICES Co., Ltd., • work with Pride PRIDE Index 2020 ANA OSAKA AIRPORT CO., LTD., ANA CHUBU AIRPORT CO., Gold Award (ANA) LTD., ANA KANSAI AIRPORT CO., LTD., ANA OKINAWA AIRPORT CO., LTD., ANA TELEMART CO., LTD., ANA Wing Fellows Vie Oji Co., Ltd.) シンボルマーク + Digital Transformation Certification Other • Japan Sports Agency Sports Yell Company 2021 (ANA, ANA TELEMART) • Tokyo Metropolitan Government Tokyo Metropolitan Government Sports Promotion Model Company (ANA, ANA TELEMART) * THE INCLUSION OF ANA HOLDINGS INC. IN ANY MSCI INDEX, AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT OR PROMOTION OF ANA HOLDINGS INC. BY MSCI OR ANY OF ITS AFFILIATES. THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI OR ITS AFFILIATES. 82 83 Business Foundations Supporting Corporate Value Corporate Governance Mission Statement Built on a foundation of security and trust, “the wings within ourselves” help to fulfill the hopes and dreams of an interconnected world. Corporate Governance System Appointment / Dismissal Appointment / Dismissal Accounting Auditors Account auditing Reporting Personnel Advisory Committee Remuneration Advisory Committee Audit & Supervisory Board Auditing Reporting Audit & Supervisory Board Members Office The ANA Group aims to practice management that con- tributes to value creation for our various stakeholders in accordance with our Mission Statement and to promote sustainable growth and enhance corporate value over the long term. To accomplish this goal, ANA HOLDINGS INC. plays the lead role in Group management for overall policies and goal-setting, pursuing transparent, fair, prompt, and effective decision-making. For this purpose, we have built a corporate governance system and work continuously to enhance governance within the ANA Group. ANA HOLDINGS Corporate Governance System Holding Company Structure The ANA Group has adopted a holding company structure to remain competitive in any challenging business environment. Each Group company is guided by expe- rienced and specialized personnel who are delegated authority to operate their respective businesses. Company with Audit & Supervisory Board Members The board of directors and members of the Audit & Supervisory Board oversee and audit the execution of duties by directors. The group strengthens the supervisory function of the board of directors by appointing outside directors. We also strengthen the audit function of members of the Audit & Supervisory Board by appointing full-time outside members. Corporate Executive Officer System The group has adopted a corporate executive officer system under which management and executive functions are separated to promote efficient decision- making and to clarify responsibilities and authority in the execution of duties. Under this system, directors supervise manage- ment decision-making and the execution of duties, while corporate executive officers conduct day-to-day business. General Meeting of Shareholders Board of Directors Group Management Committee Appointment / Dismissal Board of Directors Advice Appointment / Dismissal Supervision Proposal / Report Proposal / Report President & Chief Executive Officer Group Management Committee Reporting Overall management Proposal / Report Group ESG Management Promotion Committee Number of Board Members Directors 10 (including 3 independent outside directors and 1 female director) Audit & Supervisory Board members 5 Term of Office 1 year (also applies to outside directors) Number of Meetings* 12 Number of Meetings* 79 The board of directors of ANA HOLDINGS INC. sets groupwide man- agement policies and goals, while also overseeing the management and business execution of each Group company. The board of directors is chaired by the chairman of the board. All directors, including outside directors, and all members of the Audit & Supervisory Board, including outside members, participate in board meetings. Chaired by the president and CEO, the Group Management Committee consists of full-time directors, full-time Audit & Supervisory Board mem- bers, and others, and functions as an organization that complements the board of directors. The role of the committee is to provide more timely and detailed discussions of management matters. Internal Audit Division Instruction / Supervision Advisory Committees Chief ESG Promotion Officer Director in charge of Corporate Sustainability Internal auditing Instruction / Supervision Secretariat Corporate Sustainability General Administration Legal & Insurance Group Companies and Divisions ESG Promotion Officers / Leaders Responsible for ESG promotion in each company / department (As of July 31, 2021) Personnel Advisory Committee Remuneration Advisory Committee Chairman Number of Members Number of Meetings* Chairman Number of Members Number of Meetings* YAMAMOTO Ado 4 4 YAMAMOTO Ado 6 3 The Personnel Advisory Committee discusses the selection of director candidates and the dismissal of directors, and reports to the board of directors. The Personnel Advisory Committee, chaired by an outside director, consists of three outside directors and one inside director to ensure transparency and fairness in the selection process of directors. The Remuneration Advisory Committee consists of a majority of outside directors, outside Audit & Supervisory Board members, and outside experts to ensure fair and transparent process of decision-making related to director remuneration. The committee develops the director remuneration system and director remuneration standards based on surveys of director remuneration at other companies provided by out- side experts and reports to the board of directors. Audit & Supervisory Board Number of Members Audit & Supervisory Board members 5 (including 3 independent outside Audit & Supervisory Board members) Term of Office 4 years (also applies to outside Audit & Supervisory Board members) * The number of meetings held in fiscal 2020. Number of Meetings* 13 To ensure healthy development and to earn greater levels of trust from society through audits, we appoint five individuals to serve as Audit & Supervisory Board members who possess extensive experience and the advanced expertise required to conduct audits. The Audit & Supervisory Board strengthens the collaboration with the accounting auditors and the Internal Audit Division. The board also exchanges opinions with outside directors on a regular basis. 84 85 Business Foundations Supporting Corporate Value Management Members: Directors As of July 31, 2021 7 6 5 8 9 10 3 1 2 4 Name Independent Directors Brief Personal History Position and Assignments Corporate Management, Experience as Leader Airlines Business, Safety Personnel, Human Resources Development Finance, Accounting Legal, ESG, Risk Management Technology, Innovation Global and Long-Term Strategy Special Knowledge, Experience, and Skills 1 ITO Shinichiro 2004: Executive Vice President 2017: Chairman of the Board (present) Chairman of the Board Chairman of the Board of Directors 2 KATANOZAKA Shinya 2011: Executive Vice President 2015: President & Chief Executive Officer, Representative Director (present) President & Chief Executive Officer, Representative Director Chairman of the ANA Group Management Committee, Head of Group ESG Management Promotion Committee, In charge of the Internal Audit Division 3 SHIBATA Koji 4 HIRAKO Yuji 2020: Member of the Board of Directors 2021: Representative Director (present) Executive Vice President, Representative Director In charge of Corporate Strategy, Corporate Communications and Branding, Facilities Planning, Digital Design Lab, Okinawa Region 2015: Member of the Board of Directors (present) Member of the Board of Directors (President & Chief Executive Officer, ALL NIPPON AIRWAYS CO., LTD.) 5 TAKADA Naoto 2017: Member of the Board of Directors (present) Executive Vice President Chairman of Group ESG Management Promotion Committee; In charge of Legal & Insurance, General Administration, Corporate Sustainability, Government & Industrial Affairs and Executive Secretariat 6 FUKUZAWA Ichiro 2019: Member of the Board of Directors (present) Executive Vice President Chief Financial Officer, In charge of Procurement 7 MITSUKURA Tatsuhiko 2021: Member of the Board of Directors (present) Executive Vice President In charge of Group IT Management, Human Resources Strategy, D&I Promotion 8 YAMAMOTO Ado 2013: Member of the Board of Directors (present) Outside Director 9 KOBAYASHI Izumi 2013: Member of the Board of Directors (present) Outside Director 10 KATSU Eijiro 2020: Member of the Board of Directors (present) Outside Director 86 87 Business Foundations Supporting Corporate Value Appointment of Directors Approach to Selection of Director Candidates Major Concurrent Positions Reasons for Appointment Internal Directors The Company selects directors from among candidates who have impeccable character, extensive experience, broad insight, and advanced expertise. Ideal candidates have the potential to contribute to improved policy-making, decision-making, and oversight befitting a global airline group with widespread businesses centered on the Air Transportation Business. Our selection is made without regard to gender, nationality, or other such factors, and falls within the scope of the Civil Aeronautics Act and other relevant laws. The group selects a multiple number of outside directors who possess practical viewpoints based on extensive Outside Directors experience in corporate management, or who possess unique global or regional viewpoints. These individuals must be independent from the Company, and able to offer objective and expert opinions based on a sophisticated knowl- edge of social and economic trends. Reasons for Appointment of Directors • • The following director candidates were selected based on the judgment that their abundant experience, performance, and insight would be crucial to overcoming the management crisis caused by the current COVID-19 pandemic and for achieving sustainable increases in Group corporate value. • • These director candidates assumed their positions after being appointed at the 76th Ordinary General Meeting of Shareholders. Major Concurrent Positions Reasons for Appointment ITO Shinichiro Chairman of the Board Chairman of the Board of Directors Outside Director, Mitsui Fudosan Co., Ltd. KATANOZAKA Shinya President & Chief Executive Officer, Vice Chair, Keidanren (Japan Business Federation) Outside Director, Representative Director Tokio Marine Holdings, inc. SHIBATA Koji Executive Vice President, Representative Director Outside Director, Japan Airport Terminal Co. Ltd. Outside Director, Airport Facilities Co., Ltd. ITO Shinichiro has extensive experience in sales, human resources, and other disci- plines. After being appointed president & CEO in April 2009, he guided the ANA Group through the challenging business environment left in the wake of the Lehman Shock, introducing management reforms, and expanding the group’s revenue base to support a successful performance recovery. Since April 2015, Mr. Ito has served as chairman and chairman of the board of directors, working to strengthen the functions of the board by promoting proceedings that encourage free, open-minded, and constructive discussions and exchange of opinions. KATANOZAKA Shinya has extensive experience in sales, human resources, corpo- rate planning, and other disciplines. He was appointed representative director and president & CEO in April 2015. Under his uncompromising stance on safety, he has established a stronger foundation for Group business management. At the same time, the group has implemented a growth strategy, achieving a profit growth for four consecutive years. While always maintaining a global perspective, he has endeav- ored to strengthen the decision-making and supervisory functions of the board of directors. In addition, Mr. Katanozaka moved immediately to secure liquidity on hand in the wake of the outbreak of COVID-19, and took the lead quickly in putting together the Business Structure Reform plan in coordination with stakeholders to lead the group back to a growth trajectory. SHIBATA Koji has been involved in sales and international alliances for many years. As a corporate executive officer since June 2020, and as representative director and executive vice president since April 2021, he has been in charge of the planning and execution of Group Corporate Strategy, pursuing Group management and providing appropriate support to the president & CEO in promoting Business Structure Reform. Mr. Shibata contributes to strengthening the decision-making and supervi- sory functions of the board of directors by leveraging his extensive experience and achievements over his career. HIRAKO Yuji Member of the Board of Directors President & Chief Executive Officer, ALL NIPPON AIRWAYS CO., LTD. Chairman of All Japan Air Transport and Service Association Co., Ltd. HIRAKO Yuji has been involved in sales and finance divisions for many years. In April 2017, he was appointed president & CEO of ALL NIPPON AIRWAYS CO., LTD., a core subsidiary of the ANA Group. Since that time, he has guided the company with an uncompromising stance on safety and a focus on global business by leveraging his extensive knowledge of the international airline business, leading the company toward becoming the world’s leading airline. Mr. Hirako contributes to strengthening the decision-making and supervisory functions of the board of directors by leverag- ing his extensive experience and achievements over his career. I n t e r n a l D i r e c t o r s 88 I n t e r n a l D i r e c t o r s i O u t s d e D i r e c t o r s TAKADA Naoto Executive Vice President FUKUZAWA Ichiro Executive Vice President MITSUKURA Tatsuhiko Executive Vice President TAKADA Naoto has been involved in the employee relations, industrial policy, and public relations divisions for many years. Since April 2019, he has been in charge of the human resources division as a corporate executive officer, working on Group human resources development and other matters. Since April 2021, he has been in charge of the executive secretariat, general administration, legal affairs, corporate social responsibility (CSR), and risk management as executive vice president. Mr. Takada strives to collection information from within and outside the group as he contributes to strengthening the decision-making and supervisory functions of the board of directors by leveraging his extensive experience and achievements over his career. Since June 2019, FUKUZAWA Ichiro has served as director and chief financial offi- cer. In April 2021, he was named executive vice president and chief financial officer, responsible for securing a stable financial base for the group and for implementing financial strategies, including efficient capital restructuring. While assisting the presi- dent & CEO in each of the group’s businesses, Mr. Fukuzawa has endeavored per- sonally to engage in active dialogue with domestic and overseas institutional investors. Further, as chief financial officer, he has worked to secure sufficient liquid- ity on hand for the group, despite the significant impact of COVID-19. Since April 2015, MITSUKURA Tatsuhiko has served as director and general man- ager of the Maintenance Center for ALL NIPPON AIRWAYS CO., LTD., where he has been responsible to ensure safe operations. As an executive officer in charge of the group maintenance and technology division beginning in April 2019, and as the chief safety officer of ALL NIPPON AIRWAYS since April 2021, Mr. Mitsukura has pursued safety and security activities, as well as has taken initiatives in IT, human resources strategy, and D&I. YAMAMOTO Ado Independent Outside Director Major Concurrent Positions Reasons for Appointment Chairman and Representative Director, Nagoya Railroad Co., Ltd. Outside Director, Chubu-Nippon Broadcasting Co., Ltd. Chairman, Nagoya Chamber of Commerce & Industry YAMAMOTO Ado has a wealth of experience and expertise in transportation industry management. At meetings of the board of directors, he offers the benefit of his background to provide opinions and advice about responses to COVID-19, Group Corporate Strategy, Business Structure Reform, risk management, investment management, and other matters. Mr. Yamamoto was appointed member of the Remuneration Advisory Committee and the Personnel Advisory Committee in June 2016. In June 2020, he was appointed chair of the Remuneration Advisory Committee and Personnel Advisory Committee. KOBAYASHI Izumi Independent Outside Director Outside Director, Mitsui & Co., Ltd. Outside Director, Mizuho Financial Group, Inc. Outside Director, OMRON Corporation KATSU Eijiro Independent Outside Director President and Representative Director and Co-CEO and COO, Internet Initiative Japan Inc. KOBAYASHI Izumi has a wealth of experience and expertise as a representative for private financial institutions and international development and finance institutions, as well as an outside director for other operating companies. At meetings of the board of directors, she offers the benefit of her background to provide opinions and advice on responses to COVID-19, as well as on Group Corporate Strategy, risk management, investment management, corporate sustainability, and organizational management from a global perspective. Ms. Kobayashi was appointed as a member of the Remuneration Advisory Committee in July 2013 and a member of the Personnel Advisory Committee in June 2016. KATSU Eijiro has provided opinions and recommendations on issues such as responses to COVID-19, Business Structure Reform, risk management, corporate sustainability, and cybersecurity based on a high level of insight due to his experi- ence as a government official, including his tenure as vice minister of finance and his extensive experience in ICT company management. Mr. Katsu was appointed as a member of the Remuneration Advisory Committee and the Personnel Advisory Committee in June 2020. 89 Business Foundations Supporting Corporate Value Management Members: Audit & Supervisory Board Members Fiscal 2020 Initiatives As of July 31, 2021 Approach to Selection of Candidates for Audit & Supervisory Board Member Major Agenda Items for the Board of Directors (Fiscal 2020) Audit & Supervisory Board Members To ensure healthy development and to earn greater levels of trust from society through audits, the Company appoints individuals to Audit & Supervisory Board members from both inside and outside the Company who pos- sess extensive experience and the advanced expertise required to conduct audits. Our selections do not consider gender, nationality, or other factors. The Company appoints at least one individual who possesses appropriate levels of knowledge related to finance and accounting. Outside Audit & Supervisory Board members are selected from among candidates who have advanced levels of knowledge in a variety of areas and who are independent of the ANA Group. These individuals include candidates who are well-versed in corporate management, candidates who have sophisticated knowledge of social and eco- nomic trends, and candidates who have advanced knowledge in finance, accounting, or legal matters. KANO Nozomu* NAGAMINE Toyoyuki MIURA Akihiko MATSUO Shingo* OGAWA Eiji* Outside Audit & Supervisory Audit & Supervisory Board Member Board Member Audit & Supervisory Board Member Outside Audit & Supervisory Outside Audit & Supervisory Board Member Board Member * Independent Audit & Supervisory Board members Reasons for Appointment of Audit & Supervisory Board Members Mr. MIURA Akihiko was elected at the 76th General Meeting of Shareholders. MIURA Akihiko Outside Audit & Supervisory Board Member B o a r d M e m b e r A u d i t & S u p e r v s o r y i MIURA Akihiko has been involved in maintenance, procurement, and corporate planning divisions for many years. He has extensive knowledge and experience in the airline business, as well as in technical areas such as safety assurance. We nominated Mr. Miura as a new candidate for member of the Audit & Supervisory Board due to his extensive experience in the airlines industry. We believe his perspective and knowledge as an engi- neer will further enhance our audit function as the group aims to improve corporate value on a continual basis. Reasons for Appointment Mr. OGAWA Eiji was elected at the 73rd General Meeting of Shareholders. Mr. KANO Nozomu was elected at the 74th General Meeting of Shareholders. Mr. NAGAMINE Toyoyuki and Mr. MATSUO Shingo were elected at the 75th General Meeting of Shareholders. Name Independent Audit & Supervisory Board Members Special Knowledge, Experience, and Skills Airlines Business, Safety Finance, Accounting Legal, ESG, Global and Risk Management Long-Term Strategy KANO Nozomu NAGAMINE Toyoyuki MIURA Akihiko MATSUO Shingo OGAWA Eiji 90 1. Items Related to General Meetings of Shareholders 8. Items Related to Disposal and Receipt of Important Assets • Proposals to be submitted to • Aircraft procurement, sales, and leases General Meetings of Shareholders for approval 9. Investment-Related Matters 2. Items Related to Directors, Corporate Executive Officers, the 10. Items Related to Major Debts Board of Directors, etc. • Financing plans • Selection of director candidates and corporate • Subordinated syndicated loan agreement executive officers • Bond issuances • Results of the evaluation of the effectiveness of the 11. Items Related to Corporate Governance Board of Directors • Policies for officer remuneration 3. Items Related to Financial Results • Internal audit plans and results reports • Overview, action plans of the Group ESG Management Promotion Committee • Financial results and earnings forecasts • Valuation of cross-shareholdings • Reports from group companies • Evaluations in the capital markets 4. Items Related to Shares and Capital 12. Other Items • ANA cybersecurity measures • Customer satisfaction survey results • Issuance of new shares via public offering and • ANA’s Way Survey (employee awareness survey) results third-party allotment • Capital stock, etc. • Personnel Advisory Committee report • Remuneration Advisory Committee report 5. Items Related to Organizational Restructuring • Reorganization of ANA X Inc. and ANA Akindo Co., Ltd. 6. Items Related to Personnel and Organizations 7. Items Related to the Company and Important Subsidiaries • ANA Group situation under the COVID-19 pandemic • ANA Group Business Structure Reform • Operating risks • ANA Group medium- to long-term commitments toward ESG management • ANA brand business plan Changes in Board Meeting Length Since we began encouraging more substantial discussions Discussion by Agenda Topic (Fiscal 2020) We encourage active discussions of corporate strategy at in board meetings, the annual total time devoted to board board meetings, selecting major related topics about which to meetings has increased over the last several years. exchange opinions from medium- to long-term perspectives. 28.9 hours 27.7 26.4 21.4 22.8 2016 2017 2018 2019 2020 (FY) Matters related to general meetings of shareholders, board of directors, etc. 5.5% Matters related to fleet plan, investments, asset sales, etc. 13.3% 17.4% Matters related to financial results Other 7.2% Important matters, including corpo- rate strategy and business plans 56.5% 91 Business Foundations Supporting Corporate Value Effectiveness of the Board of Directors The ANA Group continues initiatives to improve the functions of the board of directors. We conduct a questionnaire survey for all direc- tors and Audit & Supervisory Board members, and we individually interview the chairman of the board, president & CEO, outside direc- tors, and outside Audit & Supervisory Board members. We provide a detailed analysis of the survey and interview results and present a report to the board of directors. We strive to enhance further effectiveness of the board of directors by improving the PDCA cycle through operational changes toward new solutions. Fiscal 2019 Action / Plan Define Issues Fiscal 2020 Do Improvement Initiatives Check Evaluate Action / Plan Identify Issues Fiscal 2021 Do Improvement Initiatives Strengthen coordination with internal committees by including a summary of Group Management Committee discussions on the materials provided to the board of directors. Explanations of discussions and opposing opinions at internal meetings are becoming more substantial. Delving deeper into the back- ground behind the discussions and the tone of debate would foster a better understanding. Provide more time to discuss the medium- to long-term manage- ment issues at board meetings, and hold a special meeting for reports and QA separately from board meetings. Discussions on the overall picture of Business Structure Reform have progressed. In the future, providing more opportunities to discuss the medium- to long-term issues of each Group company, such as the LCC, the third brand, ANA X Inc. and ANA Akindo Co., Ltd., would foster more effective meetings. Efforts are being made to provide the details of discussions at internal meetings (opinions for and against topics) in greater depth than before. However, there is still insufficient information sharing related to the background behind the discussions and the tone of debate. Materials provided to the board of directors will include a sum- mary of internal meeting discussions to enhance the amount and quality of information shared. More substantial explanations and discussions on medium- and long-term management issues and the status of each Group company are necessary. Increase the time in board meetings for discussions of medium- to long-term management issues, including responses to business risks and ESG. Depending on the topic, provide opportunities for explanations and questions separately from board of director meet- ings. Provide periodic explanations of ANA Group management issues from representatives of major Group companies. Establish a new format of meet- ing where the financial statement auditor and outside directors hold discussions. While meetings were held with the financial statement auditor, such meetings appear to have ended somewhat superficially. Some extra effort should go into these meetings. In addition to meetings with the financial statement auditor, opportunities should be provided to outside directors to dis- cuss issues in meetings separate from board of director meetings. In addition to the meeting with the financial statement auditor, provide opportunities for outside directors to discuss issues in meetings separate from board of director meetings. Continue to conduct interviews with outside directors about their interests and wishes in this area, and conduct town meetings and visits to frontline offices. Town meetings with the CE management office were very informative. Meetings like should continue in the future, as they allow the group to understand problems faced by employees on the front lines and incorporate feedback into management plans. Visits to front-line divisions and town meetings with employees have been well-received. The group should strive to continue these efforts into the future. Conduct interviews in advance regarding the interests and wishes of outside directors regarding on-site visits and town meetings with frontline divisions. Implement effective measures by changing the divisions visited every year. S h a r i n g I n f o r m a t i o n While the status of discussions at internal meetings is reported more frequently than in the past, there is still room for improvement. i D s c u s s i o n D e t a i l s Providing more time to discuss medium- to long-term issues, includ- ing overseas airlines and industry trends in more depth, would foster more effective meetings. More opportunities for discussion should be provided separate from board of director meetings to deepen an understanding of various management issues. A c t i v i t i e s A d d i t i o n a l Town meetings* with Flight Operation Center were very informative. Continue town meetings with employees in various businesses. * Dialogue between officers and employees Cross-Shareholdings We believe that it is essential to maintain and strengthen The board evaluates the significance of holdings and the collaborative relationships with our business partners for benefits and risks associated. If, as a result of a further growth and development of group businesses. The comprehensive review, we determine that the evaluation ANA Group, consisting mainly of our Air Transportation results will continue to be low for a certain period of time Business, engages in cross-shareholding when we deem and further will not contribute to sustainable growth over such holdings to contribute to improved corporate value the medium to long term, we will reduce our holdings in over the medium to long term from the viewpoint of said stock. continuing smooth business, maintaining business ANA HOLDINGS owns shares in 36 publicly traded alliances, and growing profits through strengthening companies as cross-shareholdings for other than pure business relationships. investment purposes. The total amount on the balance Every year, the board of directors conducts a sheet of these shares as of the end of fiscal 2020 is comprehensive review of individual cross-shareholdings. ¥101,388 million. Equity Alliances with Overseas Airlines The total amount of shares of overseas airlines owned by ANA HOLDINGS on our balance sheet is ¥35,764 million, which accounts for 35.3% of our cross-shareholdings. The purpose of these holdings is as described on the right. Other 0.6% Overseas airlines 35.3% Details of Cross- Shareholdings Ongoing cross-shareholdings deemed necessary 32.6% Cross-shareholdings likely to increase revenues or provide other synergies 31.5% (1) PAL HOLDINGS, INC. (Parent Company of Philippine Airlines) • Strengthen strategic partnership with PAL through a wide range of business alliances, including code-share and mileage program alliances, the dispatch of directors, and outsourcing of airport operations. • Pursue the transportation of people and cargo between Japan and the Philippines, where passenger traffic is relatively high within Southeast Asia. • Enhance the ANA Group presence in the Southeast Asian market. (2) Vietnam Airlines • Strengthen strategic partnership with Vietnam Airlines through a wide range of business alliances, including code-share and mileage program alliances, the dispatch of directors, and outsourcing of airport operations. • Pursue the transportation of people and cargo between Japan and Vietnam, which has particularly high growth potential in Asia. • Enhance the ANA Group presence in the Southeast Asian market. (3) Asiana Airlines • Strengthen strategic partnership with Star Alliance partner Asiana Airlines through a wide range of business alliances, including code-share and mileage program alliances, the dispatch of directors, and outsourcing of airport operations. • Pursue the transportation of people and cargo between Japan and Korea, where passenger traffic is high. • Enhance the ANA Group presence in the Northeast Asian market. 92 93 Business Foundations Supporting Corporate Value Effectiveness of the Board of Directors ANA Outside Director Town Meeting Initiatives Past Initiatives and Fiscal 2020 Response The ANA Group conducts the ANA’s Way Survey, a biannual awareness survey of employees to determine whether the ANA’s Way, the group’s code of conduct, has been embraced and put into action by our employees. The results of the survey revealed the need to reinvigo- rate communications between management and employees. At the same time, our outside directors have expressed a desire to exchange opinions with employees from various departments to gain a deeper understanding of the group’s business and corporate culture. In light of these circumstances, we established opportunities for town meetings in which outside executives engage in direct dialogue with managers across various ANA Group departments. Fiscal 2018 town meetings were conducted with the Maintenance Center and each Group maintenance company. In fiscal 2019, we conducted a town meeting with the Flight Operation Center. Our latest town meeting was held between outside directors and the CE Management Office*1, which is responsible for enhancing the value of the ANA brand and building medium- to long-term brand strategies. The town meeting reconfirmed Group strengths and weaknesses, and helped communicate the future direction of the group toward returning to a growth trajectory in the post-COVID-19 era. *1 To be reorganized as the CX Management Office in fiscal 2021. 1 New Service Models Required for the Post-COVID-19 Era Q What does hospitality look like in the post-COVID-19 era? Should present service models be changed? How can human services and digital services coexist? 2 A Corporate and Organizational Culture Supporting Speedy Management Decisions Q What types of corporate and organizational cultures facilitate speedy decision-making when pursuing new service models? Can you cite any examples of steady progress in changing culture during the COVID-19 pandemic? The Importance of Demonstrating Leadership • A corporate culture cannot be created overnight. The only way is for management to issue strong messages and ask the company to follow. But it takes a considerable amount of time for a new culture to take root. • The president is not in a position to make detailed decisions, nor does he have the time to do so. Practically speaking, the most important thing is the discussions in each department and the suggestions generated from those discussions. These sugges- tions have a significant impact on the final decisions. • When deciding a new service model, systems relying on multiple layers of executives to decide by consensus might look good, but matters are never decided easily in reality. Projects do not move forward unless a specific leader steps up in each department. • For example, in a new initiative to sell in-flight meals via the internet, it was at the insistence of the president that we dispelled the stereotype that in-flight meals can only be sold in-flight. This was a case demonstrating the importance of leadership. • In this project, a collaborative relationship was established between the organization that plans in-flight services and the organization that executed the project. The COVID-19 pandemic presents a difficult situation, but we should think of it also as an opportunity. New Service Models The Need for Digitalization • As customer preferences change in the post-COVID-19 era, we • Digital technology is important for identifying customer attributes 3 Human Resources Development must innovate our service procedures to meet new needs. Providing safe spaces through the little things is important. For example, handing out sanitizing cloths in the cabin, installing restroom doors that can be opened without the use of hands, etc. • Before COVID-19, in-flight entertainment focused mainly on offering a wide variety of programs. Today, we are in the era of Wi-Fi. Rather than spending money to increase the number of channels, offering more robust Wi-Fi services may better meet customer needs in the 5G generation. • We must also take weight into consideration when introducing new in-flight products. Limiting overall weight is an important factor in reducing CO2 emissions. in detail and tailoring services for these attributes. However, some customers may be uncomfortable having their individual prefer- ences researched in detail. • While Japanese airlines have prioritized human services, European and U.S. airlines prioritized investment in digital technologies rather than improving service quality. Facing the COVID-19 pan- demic, it appears that European and U.S. airlines are better positioned to adapt to new customer needs using digital technologies. A Customer-Oriented Approach • Approaching our work from the perspective of the customer is extremely important. For example, we offer a variety of ANA smartphone apps, but not all of them are being utilized fully. We understand that every department is doing their best, but it is important to take an objective look from the point of view of the customer. Are multiple options really necessary? • When we resume full-scale investment activities in the post- COVID-19 era, we hope the CE Strategy Department*2 will take the lead in making where and what projects to invest in, reflect- ing third-party input and making customer-oriented decisions. *2 To be reorganized as the CX Strategy Department in fiscal 2021. Q How do you develop autonomous human resources who have broad perspectives and who can create service models compatible with the new normal? How do you pursue human resources development effectively? • The only way to pass on a corporate culture over several genera- tions is to emphasize culture on a team and department level. In pursuing digitalization, one must be aware that technology may not be able to convey massages shared more naturally through person-to-person communications. • If there are certain human tasks that can be replaced by digitaliza- tion, then those tasks should be replaced by machinery. The important question is what do we as humans do afterward? • It is essential for Japanese airlines to continue to focus on hospi- tality. And it is important to position digitalization as a way to achieve this focus. There is no other way to develop human resources than to pass on knowledge from person to person. • Even if telework becomes adopted widely and permanently, not everything can be digitized. The decisive factor in maintaining human society is face-to-face interaction. Looking at other in the eye and sitting together knee-to-knee. Establishment of the CX Management Office Through Fiscal 2020 We established the CX Management Office in fiscal 2021 based on dialogue with outside directors. The CX Management Office is the result of integrating the CE Management Office and the Marketing Office, aiming to create new service models as quickly as possible for the post-COVID-19 era. The CX Management Office will oversee all marketing activities to improve customer experience (CX) value from the perspective of the customer to establish competitive advantages for the ANA brand. The office will take a cross-organizational approach and incorporate customer feedback into service design. CE Management Office Develop medium- to long-term brand strategies to enhance the value of the ANA brand. Marketing Office Engage in effective approaches to customers. Identify and analyze customer needs. Beginning Fiscal 2021 CX Management Office Enhance customer experience (CX) value 94 94 Town Meeting Held in December 2020 95 Business Foundations Supporting Corporate Value Director and Audit & Supervisory Board Member Remuneration 1. Basic Policies for Director Remuneration The basic policies for director remuneration are as follows. annual performance targets have been accomplished. The ratio of variable remuneration ranges from 0.0 to 1.0 times according • Director remuneration consists of basic remuneration, which to the degree of achievement for annual performance targets. is a fixed amount set at a level commensurate with the role a. Bonuses and responsibility of each position, and performance-linked We use net income, safety, customer satisfaction, and remuneration, which clarifies responsibility business perfor- employee satisfaction as indicators that reflect the perfor- mance and serves as an incentive for the sustainable growth mance and basic quality for a single fiscal year. Bonuses are of the Company. determined based on the scores of each indicator. • We will establish a remuneration system that achieves our b. Stock-Based Compensation social responsibilities as a company, while allowing the Company to share profits with shareholders by raising medium- to long-term corporate value. 2. Procedures for Determining Remuneration The board of directors decides director remuneration, taking We use return on equity (ROE), operating income margin, CO2 emissions volume, an external ESG evaluation indicator, and a productivity indicator as indicators of improved cor- porate value over the medium to long term and of sustain- able growth. Stock-based compensation are determined based on the scores of each indicator. into account reports by the Remuneration Advisory Committee. (2) Outside directors The total amount of director remuneration shall be within the Remuneration for outside directors consists of fixed compen- scope of the amount approved at the Ordinary General Meeting sation (monthly compensation) without a performance-linked of Shareholders. portion. This compensation encourages outside directors to exercise their supervisory functions from an independent 3. Remuneration Advisory Committee See page 85 standpoint. 4. Remuneration System (1) Internal directors (3) Audit & Supervisory Board members Remuneration for both inside and outside Audit & Supervisory Board members consists of fixed compensation (monthly com- In addition to a fixed basic remuneration, remuneration for pensation) without a performance-linked portion. This compen- directors includes an annual variable performance-linked bonus sation encourages those members to exercise their supervisory and long-term incentive stock option plan as a means of pro- functions from an independent standpoint. viding healthy incentives for pursuing sustainable growth for Remuneration levels for members of the Audit & Supervisory the Company. Board are determined in line with remuneration at other com- The ratio of fixed basic remuneration and bonus / stock panies and in consultation with outside experts. options for total remuneration is 1:0.67 fixed to variable if Conceptual Diagram for the Officer Remuneration System Ratio Fixed 1 Variable 0.67*1 Remuneration (1) Basic remuneration (2) Bonus (short-term performance-linked) (3) Stock-based compensation (long-term incentive) Measure for fiscal year results according to various criteria Evaluate contributions to corporate value over the medium to long term P a y m e n t c r i t e r i a Internal directors Payment according to title, etc. Net Income Safety Customer Satisfaction Employee Satisfaction Outside directors Uniform payment for all members Audit & Supervisory Board members Payment according to status as full-time or part-time — — Return on Equity (ROE) Operating Income Margin CO2 Emissions ESG Indicators Productivity — — Payment method Monthly (cash) Annually (cash) Annually*3 Remuneration limits Annual total for (1) and (2) is limited to a maximum ¥960 million Per resolution at the 66th Ordinary General Meeting of Shareholders, held June 20, 2011 (3) Annual maximum of ¥100 million*2 Per resolution at the 70th Ordinary General Meeting of Shareholders, held June 29, 2015 Annual maximum of ¥180 million Per resolution at the 74th Ordinary General Meeting of Shareholders, held June 21, 2019 *1 Range from 0.0 to 1.0 times according to the degree of achievement for annual performance targets. *2 At the 70th Ordinary General Meeting of Shareholders held June 29, 2015, our shareholders passed a resolution to contribute funds to a trust up to a total of ¥100 million per fiscal year (up to ¥500 million for every five fiscal years) to be used as stock-based compensation. *3 Upon retirement, stock-based compensation granted during a term of office will be delivered in the form of shares (or partly in cash equivalent to the amount when converted to market value) through the stock delivery trust. 96 Calculation Method Performance-linked remuneration for internal directors is calculated based on the following approach. Bonuses The payment coefficient is determined by combining the following four indicators. The figures in the graph show the percentage of each indicator related to the total bonus when a target is achieved (minimum 0%, maximum 150%). Payment Concept: Bonus Net Income Customer Satisfaction Employee Satisfaction Minimum (0%) Target Achieved (100%) Maximum (150%) 82 8 10 125 12.5 12.5 Net income target: Customer satisfaction target: Net Promoter Score (NPS) in the NPS survey indicated in the annual business plan Employee satisfaction target: Points scored in ANA’s Way Survey (internal group survey) Safety target: Net income attributable to owners of the parent company indicated in the annual business plan Indicator for a reduction in payment as a result of a security or safety event that has a significant impact on society (to be confirmed by the Remuneration Advisory Committee) Stock-Based Compensation The payment coefficient is determined by combining the following five indicators. The figures in the graph show the percentage of each indicator related to the total stock-based compensation when a target is achieved (minimum 0%, maximum 150%). Payment Concept: Stock-Based Compensation ROE Operating Income Margin CO2 Emissions ESG Productivity Minimum (0%) Target Achieved (100%) Maximum (150%) 12.5 12.5 15 10 50 37.5 37.5 15 10 50 ROE target: Operating income margin target: Operating income margin at the end of fiscal 2022 indicated in the medium-term business plan CO2 emissions target: ESG target: ROE as of the end of fiscal 2022 in the medium-term business plan CO2 emissions per revenue ton-kilometer as of the end of fiscal 2022 indicated in the medium-term business plan Number of ESG indicators achieved as of the end of fiscal 2022, based on the following four external evaluation indicators (1) Selection as a component by DJSI World/Asia Ind (2) Selection as a component by FTSE 4Good (3) CDP A– rating (4) Selected as a component by MSCI These four external evaluations reflect the latest global trends and demands from stakeholders. These evaluations also allow us to measure Productivity target: the Group’s level of ESG management in comparison with other companies. Productivity improvement index at the end of fiscal 2022 Fiscal 2020 Director and Audit & Supervisory Board Member Remuneration Segment Directors (Outside directors) Audit & Supervisory Board members (Outside Audit & Supervisory Board members) Total Notes: Number of persons eligible Total amount of remuneration, etc. (¥ millions) Total amount by type (remuneration, etc.) (¥ millions) Basic remuneration Bonuses Stock-based compensation 11 (4) 6 (3) 17 317 (41) 117 (58) 434 233 (41) 117 (58) 350 — (—) — — — 84 (—) — (—) 84 1. The table above includes one outside director and one outside Audit & Supervisory Board member who resigned as of the end of the 75th Ordinary General Meeting of Shareholders, held June 29, 2020. 2. The amounts listed above are rounded down to the nearest million yen. Basic remuneration for directors and members of the Audit & Supervisory Board in fiscal 2020 has been reduced according to position and in response to deteriorating business performance. Performance-linked bonuses have not been paid. In addition, the amount of stock- based compensation for fiscal 2020 is an estimate, as the evaluation period is the three-year period from fiscal 2020 to fiscal 2022. 97 Business Foundations Supporting Corporate Value Consolidated 11-Year Summary ANA HOLDINGS INC. and its consolidated subsidiaries (Note 1) (FY) (Note 2) 2020 2019 2018 2017 For the Year Operating revenues (Note 4) Operating expenses Operating (loss) income (Loss) income before income taxes Net (loss) income attributable to owners of the parent Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Free cash flow Substantial free cash flow (Note 5) Depreciation and amortization EBITDA (Note 6) Capital expenditures At Year-End Total assets Interest-bearing debt Shareholders’ equity (Note 7) Per Share Data (Yen, U.S. dollars) (Note 8) (Loss) earnings per share Book value per share Cash dividends Average number of shares during the year (Thousand shares) Management Indexes Operating income margin (%) Net income margin (%) ROA (%) (Note 9) ROE (%) (Note 10) Shareholders’ equity ratio (%) Debt/equity ratio (Times) (Note 11) Asset turnover (Times) (Note 12) Payout ratio (%) Number of employees Operating Data International Passenger Operations Passenger revenues Available seat-km (Millions) Revenue passenger-km (Millions) Number of passengers (Thousands) Load factor (%) Unit revenues (¥) Yield (¥) Domestic Passenger Operations Passenger revenues Available seat-km (Millions) Revenue passenger-km (Millions) Number of passengers (Thousands) Load factor (%) Unit revenues (¥) Yield (¥) LCC Passenger Operations (Note 13) Revenues Available seat-km (Millions) Revenue passenger-km (Millions) Number of passengers (Thousands) Load factor (%) Unit revenues (¥) Yield (¥) International Cargo Operations Cargo revenues Cargo volume (Tons) Domestic Cargo Operations Cargo revenues Cargo volume (Tons) 728,683 1,193,457 (464,774) (545,372) (404,624) (270,441) (595,759) 1,098,172 (866,200) (373,464) 176,352 (288,422) 156,710 3,207,883 1,655,452 1,007,233 (1,082.04) 2,141.49 — 373,945 (63.8) (55.5) (16.0) (39.1) 31.4 1.6 0.3 — 46,580 44,726 14,465 2,840 427 19.6 3.1 15.7 203,119 26,896 11,567 12,660 43.0 7.6 17.6 22,071 4,932 2,403 2,080 48.7 4.5 9.2 160,503 655,019 20,881 218,032 1,974,216 1,913,410 60,806 51,501 27,655 130,169 (230,218) 23,869 (100,049) (79,149) 175,739 236,545 351,361 2,560,153 842,862 1,061,028 82.66 3,171.80 — 334,559 3.1 1.4 2.4 2.6 41.4 0.8 0.8 — 45,849 613,908 68,885 50,219 9,416 72.9 8.9 12.2 679,962 58,552 39,502 42,916 67.5 11.6 17.2 81,953 11,076 9,202 7,288 83.1 7.4 8.9 102,697 866,821 25,533 373,176 2,058,312 1,893,293 165,019 154,023 110,777 296,148 (308,671) (46,480) (12,523) (18,028) 159,541 324,560 375,864 2,687,122 788,649 1,099,413 331.04 3,285.46 75.00 334,632 8.0 5.4 6.4 10.6 40.9 0.7 0.8 22.7 43,466 651,587 65,976 50,776 10,093 77.0 9.9 12.8 696,617 58,475 40,704 44,325 69.6 11.9 17.1 93,611 12,052 10,394 8,153 86.2 7.8 9.0 125,015 913,915 27,454 393,773 1,971,799 1,807,283 164,516 196,641 143,887 316,014 (324,494) (29,989) (8,480) 61,410 150,408 314,924 304,707 2,562,462 798,393 988,661 417.82 2,954.47 60.00 344,372 8.3 7.3 6.8 15.1 38.6 0.8 0.8 14.4 41,930 597,446 64,376 49,132 9,740 76.3 9.3 12.2 689,760 58,426 40,271 44,150 68.9 11.8 17.1 87,555 11,832 10,212 7,797 86.3 7.4 8.6 118,002 994,593 30,710 436,790 Yen (Millions) 2016 1,765,259 1,619,720 145,539 139,462 98,827 237,084 (194,651) 3,349 42,433 39,655 140,354 285,893 254,425 2,314,410 729,877 919,157 28.23 262.44 6.00 3,500,205 8.2 5.6 6.5 11.6 39.7 0.8 0.8 21.3 39,243 516,789 60,148 45,602 9,119 75.8 8.6 11.3 678,326 59,080 38,990 42,967 66.0 11.5 17.4 — — — — — — — 93,301 954,027 30,860 451,266 2015 2014 2013 2012 2011 2010 1,791,187 1,654,724 136,463 131,064 78,169 263,878 (74,443) (133,257) 189,435 88,035 138,830 275,293 281,416 2,228,808 703,886 789,896 22.36 225.87 5.00 3,496,561 7.6 4.4 6.1 9.8 35.4 0.9 0.8 22.4 36,273 515,696 54,710 40,635 8,167 74.3 9.4 12.7 685,638 59,421 38,470 42,664 64.7 11.5 17.8 — — — — — — — 113,309 810,628 31,740 466,979 1,713,457 1,621,916 91,541 77,983 39,239 206,879 (210,749) (30,424) (3,870) (22,350) 131,329 222,870 274,702 2,302,437 819,831 798,280 11.24 228.45 4.00 3,492,380 5.3 2.3 4.2 5.1 34.7 1.0 0.8 35.6 34,919 468,321 49,487 35,639 7,208 72.0 9.5 13.1 683,369 60,213 38,582 43,203 64.1 11.3 17.7 — — — — — — — 124,772 841,765 32,584 475,462 1,601,013 1,535,027 65,986 36,391 18,886 200,124 (64,915) (85,569) 135,209 38,929 136,180 202,166 183,739 2,173,607 834,768 746,070 5.41 213.82 3.00 3,493,860 4.1 1.2 3.2 2.5 34.3 1.1 0.7 55.5 33,719 395,340 41,451 30,613 6,336 73.9 9.5 12.9 675,153 61,046 37,861 42,668 62.0 11.1 17.8 — — — — — — — 104,736 710,610 32,116 477,081 1,483,581 1,379,754 103,827 70,876 43,140 173,196 (333,744) 84,549 (160,548) 54,256 123,916 227,743 162,752 2,137,242 897,134 766,737 13.51 218.41 4.00 3,192,482 7.0 2.9 5.1 6.6 35.9 1.2 0.7 29.6 32,634 348,319 37,947 28,545 6,276 75.2 9.2 12.2 665,968 58,508 36,333 41,089 62.1 11.4 18.3 — — — — — — — 86,589 621,487 32,231 463,473 1,411,504 1,314,482 97,022 63,431 28,178 214,406 (166,323) 16,171 48,083 52,043 119,268 216,290 196,881 2,002,570 963,657 549,014 11.22 218.24 4.00 2,511,841 6.9 2.0 5.1 5.3 27.4 1.8 0.7 35.7 32,884 320,066 34,406 25,351 5,883 73.7 9.3 12.6 651,556 56,756 34,589 39,020 60.9 11.5 18.8 — — — — — — — 87,978 570,684 33,248 467,348 1,357,653 1,289,845 67,808 35,058 23,305 203,889 (139,619) (10,596) 64,270 27,870 118,440 186,248 211,698 1,928,021 938,819 520,254 9.29 207.35 2.00 2,507,572 5.0 1.7 3.7 4.7 27.0 1.8 0.7 21.5 32,731 280,637 29,768 22,430 5,168 75.3 9.4 12.5 652,611 56,796 35,983 40,574 63.4 11.5 18.1 — — — — — — — 86,057 557,445 32,413 453,606 U.S. dollars (Thousands) (Note 3) 2020 6,581,907 10,780,028 (4,198,121) (4,926,131) (3,654,809) (2,442,787) (5,381,257) 9,919,356 (7,824,044) (3,373,353) 1,592,918 (2,605,202) 1,415,499 28,975,548 14,953,048 9,097,940 (9.77) 19.34 — 403,992 1,834,694 199,358 1,449,760 188,609 Notes: 1. As of March 31, 2021, there were 56 consolidated subsidiaries and 14 equity-method subsidiaries and affiliates. 8. The group conducted a 1-for-10 reverse stock split effective October 1, 2017. Calculations have been made assuming a reverse stock split at the beginning of the fiscal year ended 2. From April 1 to March 31 of the next year 3. U.S. dollar amounts in this report are translated, for convenience only, at the rate of ¥110.71 = US$1, the approximate exchange rate as of March 31, 2021. 4. Effective from the fiscal year ended March 2015, revenue of jet fuel which is resold to airlines outside the group is offset by its purchasing cost and the net amount is recorded in operating revenues. 5. Substantial free cash flow is excluding purchase and redemption of marketable securities (time deposits and negotiable deposits of more than three months). 6. EBITDA = Operating income + Depreciation and amortization 7. Total shareholders’ equity = Shareholders’ equity + Accumulated other comprehensive income 98 March 2018. 9. ROA = (Operating income + Interest and dividend income) / Simple average of total assets 10. ROE = Net income attributable to owners of the parent / Simple average of shareholders’ equity 11. Debt/equity ratio = Interest-bearing debt / Shareholders’ equity 12. Asset turnover = Operating revenues / Simple average of total assets 13. Revenues of LCC Operations include ancillary income. * Yen amounts are rounded down to the nearest million yen and percentages are rounded to the nearest one decimal place. U.S. dollar amounts are truncated. 99 Financial / Data Section Management’s Discussion and Analysis Economic Conditions General Economic Overview The Japanese economy experienced challenging conditions during fiscal 2020 (April 1, 2020 to March 31, 2021) due to COVID-19. While corporate activities and capital investment continued to show signs of recovery, personal consumption and other indicators indi- cated weakness. Looking to the future, the economy of Japan is expected to pick up, supported by the progress of vaccinations, which began in February 2021, the impact of government policies, and improving economies overseas. However, concerns remain about the risks COVID-19 infection trends may pose to the economies of Japan and the world. Fuel Price Trends Dubai crude oil prices declined significantly between the fourth quarter of the previous fiscal year and the beginning of the fiscal year under review. This decline was mainly due to concerns about a global economic downturn caused by COVID-19. However, prices rose after OPEC Plus agreed to a coordinated production cut. Toward the end of the fiscal year, we saw increased expectations for economic normalization as vaccinations began in earnest. The market for Dubai crude oil continued to rise, resulting in an average price of $44.3 per barrel for the period under review and $62.4 per barrel on March 31, 2021. The market price of Singapore kerosene tracked the price of crude oil. The average price for the fiscal year was $46.2 per barrel, ending at $62.2 per barrel on March 31, 2021. Foreign Exchange Market The U.S. dollar-yen exchange rate for fiscal 2020 showed a contin- ued strengthening of the yen through the third quarter in response to the outflow of funds from the dollar to other currencies, driven by monetary and fiscal policies in various countries. By the end of the fiscal year, however, the yen began to weaken as the U.S. economic recovery spurred higher long-term interest rates. The Japanese yen averaged ¥106.0 per U.S. dollar for fiscal 2020, ending the year at ¥110.7 per U.S. dollar on March 31, 2021. Air Transport Traffic Trends International Air Transportation Association (IATA) member airlines reported 470 million passengers on scheduled international flights in 2020 (74.8% decrease year on year). Passengers on scheduled domestic flights numbered 1,330 million (49.8% decrease). At the same time, scheduled global air cargo volume decreased 8.7%. (Source: IATA World Air Transport Statistics, 2021) In Japan, passengers on trunk routes* decreased 64.7% year on year to 15.00 million compared with the previous fiscal year. The number of passengers on local routes* decreased 68.4% overall to 18.77 million. In total, passengers on scheduled domestic flights decreased 66.9% to 33.77 million. Cargo volume decreased 45.2% to 0.42 million tons. The number of passengers carried by Japanese airlines on international services decreased 96.2% to 0.81 million, while the volume of international cargo handled by Japanese airlines decreased 6.3% to 1.36 million tons (Source: Ministry of Land, Infrastructure, Transport and Tourism Air Transportation Statistics). * Trunk routes refer to routes connecting Sapporo (New Chitose), Tokyo (Haneda), Tokyo (Narita), Osaka (Itami), Osaka (Kansai), Fukuoka, and Okinawa (Naha) airports with one another. Local routes refer to all other routes. 115 110 105 100 RPK (Billions) 9,000 6,000 3,000 0 Monthly Prices for Dubai Crude Oil and Singapore Kerosene (U.S. dollars per barrel) 100 80 60 40 20 19/4 5 6 7 8 9 10 11 12 20/1 2 3 4 5 6 7 8 9 10 11 12 21/1 2 3 (Year/ Month) Dubai Crude Oil Singapore Kerosene Source: Bloomberg Monthly Yen-Dollar Exchange Rate (Yen/U.S. dollars) Performance for Fiscal 2020 Overview of the ANA Group As of March 2021, the ANA Group (“the group”), led by holding company ANA HOLDINGS INC., consists of 125 subsidiaries (includ- ing ALL NIPPON AIRWAYS CO., LTD.) and 42 affiliates. A total of 56 companies are treated as consolidated subsidiaries, with another 14 treated as equity-method subsidiaries and affiliates. Group employ- ees numbered 46,580 individuals, an increase of 731 compared to the previous fiscal year-end. The airline industry is in a tremendously challenging situation globally due to the drastic decrease in travel as a result of immigration restrictions across numerous countries and voluntary restraint in travel on the part of consumers. In response to this situation, we raised a total of more than ¥1.2 trillion to secure cash on hand and strengthen our financial founda- tion in response to the significant decline in operating revenues. Between private financial institutions and the Development Bank of Japan, we borrowed ¥935.0 billion, while we raised another ¥297.6 billion through public offerings and a capital increase via third-party allotment. In terms of costs, we reduced variable costs by curbing the scale of operations, while cutting fixed costs through all manner of cost reduction measures. Ultimately, however, we recorded a significant net loss due to the impact of declining operating revenues. Consolidated Operating Revenues, Operating Expenses, and Operating (Loss) Income Fiscal 2020 consolidated operating revenues amounted to ¥728.6 billion, a ¥1,245.5 billion (63.1%) decrease year on year, as every segment, particularly the Air Transportation Business, experienced the negative impact of COVID-19. In addition to reducing variable costs, we implemented cost reduction measures to lower fixed costs, including personnel expenses, saving ¥590.0 billion (including the effect of ¥43.4 billion in Employment Adjustment Subsidies). Given the significant decrease in sales, however, operating income decreased ¥525.5 billion year on year, resulting in a net loss of ¥464.7 billion. Review by Segment The Group operates four reportable segments: Air Transportation, Airline Related, Travel Services, and Trade and Retail. 19/4 5 6 7 8 9 10 11 12 20/1 2 3 4 5 6 7 8 9 10 11 12 21/1 2 3 (Year/ Month) Segment Information (¥ Millions) Source: Bloomberg Operating Revenues Operating (Loss) Income EBITDA Global Air Transportation Passenger Volume by Region Air Transportation ¥604,014 ¥1,737,737 ¥(1,133,723) ¥(447,894) ¥49,550 ¥(497,444) ¥(278,942) ¥217,846 ¥(496,788) (Fiscal Year) 2020 2019 Change 2020 2019 Change 2020 2019 Change 2014 2015 2016 2017 2018 2019 2020 Total (Left) (Right) Asia-Pacific Latin America North America Europe Middle East Africa Source: International Air Transport Association (IATA), 2021 3,000 2,000 1,145 2,986 1,000 716 672 228 165 59 Airline Related 222,139 299,433 (77,294) 3,691 18,144 (14,453) 8,764 23,467 (14,703) Travel Services 45,050 143,996 (98,946) (5,084) 1,393 (6,477) (4,568) 1,946 (6,514) Trade and Retail 79,958 144,750 (64,792) (4,282) 2,909 (7,191) (2,915) 4,214 (7,129) Others 36,643 44,223 (7,580) (34) 3,526 (3,560) 410 3,788 (3,378) Adjustments (259,121) (395,923) 136,802 (11,171) (14,716) 3,545 (11,171) (14,716) 3,545 Total (Consolidated) ¥728,683 ¥1,974,216 ¥(1,245,533) ¥(464,774) ¥60,806 ¥(525,580) ¥(288,422) ¥236,545 ¥(524,967) 0 (CY) Notes: 1. “Others” represents all operating segments that are not included in reportable segments, including facility management, business support, and other operations. 2. Adjustments of segment profit represent the elimination of intersegment transactions, Group management expenses of ANA HOLDINGS INC., and other certain items. 3. Segment operating income is reconciled with operating income in the consolidated financial statements. 4. EBITDA = Operating income + Depreciation and amortization Air Transportation Business Air Transportation Business operating revenues amounted to ¥604.0 billion, a year-on-year decrease of 65.2%, mainly due to the marked decline in passenger demand caused by the global outbreak of COVID-19. Passenger demand on domestic routes had recovered gradually since the lifting of the declaration of a state of emergency in May, but demand declined again in December due to spreading infections. Passenger demand on international routes continued to be sluggish, while cargo revenues reached a record high, as we captured demand proactively in the wake of resumed economic activities and congestion in marine transportation. The ANA Group reduced the scale of operations in response to declining demand, cutting fuel expenses, landing and navigation fees, and other expenses. We also worked to reduce personnel expenses, including officer remuneration and bonuses, employee bonuses, and other costs. Despite our efforts, operating income decreased ¥497.4 billion year on year, resulting in a net loss of ¥447.8 billion. 100 101 Financial / Data Section Management’s Discussion and Analysis Changes in Operating Income (Loss) (FY2020 vs FY2019) (¥ Billions) 49.5 ANA International Passenger –569.1 Decrease in Revenues –1,133.7 Decrease in Operating Income –497.4 Depreciation and amortization, maintenance, personnel, contracts, aircraft leasing fee excluding code share, others –447.8 Lower variable costs due to reduction of capacity (including the impact of fuel market fluctuations) ANA Domestic Passenger –476.8 Revenues from contracted maintenance and handling, Mileage and Card, etc. ANA Cargo & Mail +50.7 ANA Other Revenues –78.5 Decrease in Expenses –636.2 Sales commissions and promotion expenses, in-flight services, ground services Fuel & Fuel Tax Operation- Linked –108.5 –217.7 Other Expenses –204.8 Landing and navigation fees, code-share costs, travel expenses for crew LCC –59.8 Sales-Linked –105.2 FY2019 Operating Income FY2020 Operating Income (Fiscal Year) Operating revenues Operating expenses Operating (loss) income 2020 604.0 1,051.9 (447.8) 2019 1,737.7 1,688.1 49.5 Change –1,133.7 –636.2 –497.4 YoY (%) –65.2 –37.7 — Results by business are as follows. ANA International Passenger Business Both passenger numbers and revenue underperformed the previous fiscal year significantly due to major slowdowns in demand caused by immigration restrictions in countries across the world. Even as cancellations and reduced flights continued on a major scale, we exercised selectivity in choosing routes to continue and operated temporary flights based on our assessments of demand for individuals on overseas assignments and citizens returning home. In December, we became the first Japanese airline to introduce a Narita–Shenzhen route. We also began service between Haneda– San Francisco. These new routes reflected our expectations for a certain level of cargo transport and other demand. ANA International Passenger Business Results In terms of sales and services, we endeavored to capture demand related to one-way travel from Japan for those on overseas assignments, study abroad, etc., offering discounted fares begin- ning in August. In January 2021, we launched a new Safe Homecoming Service website to help passengers arrange for hotels and transportation under the activity restrictions imposed upon their return to Japan. As a result, available seat-kilometers (ASK) and revenue passenger- kilometers (RPK) decreased 79.0% and 94.3%, respectively, while load factor decreased 53.3 points to 19.6%. Passenger numbers decreased 95.5% to 427 thousand, while unit price increased 60.5% to ¥104,648. Operating revenues decreased 92.7% to ¥44.7 billion. 2019 YoY (%) (¥ Billions) (Fiscal Year) ASK (Millions) RPK (Millions) Number of passengers (Thousands) Load factor (%) Passenger revenues (¥ Billions) Unit revenues (¥) Yield (¥) Unit price (¥) * Difference 2020 14,465 2,840 427 19.6 44.7 3.1 15.7 68,885 50,219 9,416 72.9 613.9 8.9 12.2 104,648 65,196 –79.0 –94.3 –95.5 –53.3* –92.7 –65.3 +28.8 +60.5 18/4 800 600 400 200 0 200 150 100 50 0 2016 2017 2018 2019 2020 (FY) (Left) Passenger Revenues (Right) ASK RPK Yield * Figures for ASK, RPK, and Yield are indexed using the figures for fiscal 2016 as 100. ANA Domestic Passenger Business The impact of COVID-19 drove passenger numbers and revenues down significantly compared with the previous fiscal year. Following the lifting of the declaration of a state of emergency in May, demand began to recover; however, demand declined again begin- ning in December, linked with higher infection rate trends. Route network ASK in the first quarter decreased 73.3% com- pared to the same period of the previous fiscal year. However, we increased the number of flights operated in line with the recovery in demand, resulting in a 49.3% year-on-year decrease for the second quarter and a 38.6% year-on-year decrease in the third quarter, which reflected the positive impact of the GoTo Travel Campaign. In the fourth quarter, however, we limited flight operations in line with the downturn in demand, recording a 55.3% year-on-year decrease in ASK as we continued to adjust flight operations flexibly based on our close monitoring of demand trends. In terms of sales and services, in July, we launched our Free and Easy Changes Campaign, which allowed changes in dates and destinations with no extra fees. We also launched our Airport Access Navi route search service offered by the group under the Mobility as a Service (MaaS) platform. This service provides information to customers regarding ground transportation routes such as rail, buses, taxis, etc., linked to flight operation information. In addition, customers can make reservations and pay for tickets in a single step. We will continue to introduce measures that ensure seamless travel for passengers from start to finish. As a result of our efforts, ASK and RPK decreased 54.1% and 70.7%, respectively, while load factor decreased 24.5 points to 43.0%. Passenger numbers decreased 70.5% to 12.66 million, while unit price increased 1.3% to ¥16,043. Operating revenues decreased 70.1% to ¥203.1 billion. ANA Domestic Passenger Business Results (¥ Billions) (Fiscal Year) ASK (Millions) RPK (Millions) Number of passengers (Thousands) Load factor (%) Passenger revenues (¥ Billions) Unit revenues (¥) Yield (¥) Unit price (¥) * Difference 2019 YoY (%) 2020 26,896 11,567 12,660 43.0 203.1 7.6 17.6 58,552 39,502 42,916 67.5 679.9 11.6 17.2 16,043 15,844 –54.1 –70.7 –70.5 –24.5* –70.1 –35.0 +2.0 +1.3 ANA Cargo and Mail Business The International Cargo Business saw an increase in transportation demand for masks and other emergency supplies in the first quarter of the fiscal year, as cargo space remained low throughout the year due to global cancellations and reductions in passenger flights caused by COVID-19. In August, demand for automobile-related components, semiconductors, and electronic devices began to recover. Congestion in marine transportation in the fourth quarter resulted in tight supply and demand. In response to these circumstances, the ANA Group sought to capture demand by introducing the Boeing 777F wide-body cargo freighter into the Narita–Frankfurt route in October and the Narita– Bangkok route in December. We also increased the number of extra cargo flights significantly using cargo freighters, as well as passenger aircraft. As a result, international cargo volume for fiscal 2020 amounted to 655 thousand tons (down 24.4% year on year), while operating revenues amounted to ¥160.5 billion (up 56.3%). Available 750 600 450 300 150 0 125 100 75 50 25 0 2016 2017 2018 2019 2020 (FY) (Left) Passenger Revenues (Right) ASK RPK Yield * Figures for ASK, RPK, and Yield are indexed using the figures for fiscal 2016 as 100. ton-kilometers (ATK) decreased 37.6% year on year and revenue ton-kilometers (RTK) decreased 23.0%. The ANA Group began transporting the new COVID-19 vaccine manufactured by Pfizer in February 2021. We transport the vaccine under exacting temperature control, contributing to a society in which citizens can live confidently under the wider advancement of vaccinations. The Domestic Cargo Business sought to increase revenues through measures that included flexible extra cargo flight scheduling on the Haneda–Sapporo route, as firm e-commerce demand drove strong performance for parcel transportation. On the other hand, passenger flights were suspended or reduced on numerous routes due to the spread of COVID-19, which resulted in a 58.5% year-on- year decrease in ATK and a 37.9% decrease in RTK for fiscal 2020. Cargo volume decreased 41.6% to 218 thousand tons, and operat- ing revenues decreased by 18.2% to ¥20.8 billion. 102 103 Financial / Data Section Management’s Discussion and Analysis Operating revenues for international and domestic mail business amounted to ¥2.9 billion and to ¥2.5 billion, year-on-year decreases of 38.1% and 18.7%, respectively. As a result, the ANA Cargo and Mail Business recorded fiscal 2020 operating revenues of ¥186.8 billion, a year-on-year increase of 37.3%. ANA Cargo and Mail Business Results International Cargo Business Results (Fiscal Year) Cargo and mail services revenues (¥ Billions) International ATK (Millions) cargo RTK (Millions) Cargo volume (Thousand tons) 2020 186.8 4,588 3,251 655 2019 YoY (%) 136.1 7,354 4,222 866 +37.3 –37.6 –23.0 –24.4 Cargo revenues (¥ Billions) 160.5 102.6 +56.3 Unit price (¥/kg) Mail revenues (¥ Billions) Domestic ATK (Millions) cargo RTK (Millions) Cargo volume (Thousand tons) Cargo revenues (¥ Billions) Unit price (¥/kg) Mail revenues (¥ Billions) 245 2.9 708 240 218 20.8 96 2.5 118 +106.8 18/4 4.7 1,705 387 373 25.5 68 3.1 –38.1 –58.5 –37.9 –41.6 –18.2 +40.0 –18.7 LCC Business (Peach) The impact of COVID-19 drove demand down significantly, resulting in a sharp decline passenger numbers and revenues compared to the previous fiscal year. Although passenger demand recovered gradually after the lifting of the declaration of a state of emergency in May, demand began to decline again in December due to an increase in the number of infections. Domestic ASK in our route network in the first quarter declined 58.0% year on year. However, in addition to network recovery in line with increasing passenger demand, we launched Tokyo (Narita)– Kushiro and Narita–Miyazaki routes in August, and Sapporo (New Chitose)–Okinawa (Naha) and Sendai–Naha routes in October, as well as Nagoya (Chubu)–New Chitose and Chubu–Sendai routes in December. As a result, ASK increased by 12.4% in the second quarter and again by 32.2% in the third quarter. In the fourth quarter, we introduced new flights on Chubu–Naha and Chubu–Ishigaki routes in January 2021, and on the Narita–Memambetsu and Narita– Oita routes in February. However, total ASK decreased 21.1% year on year due to cancellations and reductions of flights according to declining passenger demand. We continued to suspend operations on all international routes, but we resumed partial operations to Taipei (Taoyuan) in October due to the easing of entry restrictions. In terms of sales and services, in November, the airline imple- mented a service allowing customers to book airline tickets and apply for a COVID-19 test at the same time on some domestic routes, leading to greater customer confidence. (¥ Billions) 180 1,600 1,200 120 800 60 400 0 0 2016 2013 2017 2014 2018 2015 2019 2016 2020 2017 (Left) International Cargo Revenues (Right) ATK RTK Unit Price * Figures for ATK, RTK, and Yield are indexed using the figures for fiscal 2016 as 100. 300 200 150 200 100 100 50 0 0 (FY) As a result, ASK and RPK decreased 55.5% and 73.9%, respectively, while load factor decreased 34.4 points to 48.7%. Passenger numbers decreased 71.4% to 2.08 million, while unit price decreased 5.7% to ¥10,606. Operating revenues decreased 73.1% to ¥22.0 billion. LCC Business Performance (Peach Aviation Limited) (Fiscal Year) ASK (Millions) RPK (Millions) Number of passengers (Thousands) Load factor (%) Passenger revenues (¥ Billions)*3 Unit revenues (¥) Yield (¥) Unit price (¥) 2020 2019*1 YoY (%) 4,932 2,403 2,080 48.7 22.0 4.5 9.2 11,076 9,202 7,288 83.1 81.9 7.4 8.9 10,606 11,244 –55.5 –73.9 –71.4 –34.4*2 –73.1 –39.5 +3.1 –5.7 *1 Figures for fiscal 2019 are total of Peach and Vanilla Air results. *2 Difference *3 Operating revenues include incidental revenues. Domestic and international passenger flights decreased 44.3% and 72.5%, respectively. Freighter flights increased 2.9% (excluding Peach Aviation flights). Landing and navigation fees amounted to ¥45.8 billion, down ¥74.3 billion (61.8%) year on year due to the impact of COVID-19 on passenger flight cancellations and reductions. Aircraft leasing fees decreased ¥23.0 billion (17.6%) to ¥107.5 billion, mainly due to the impact of cancellations and reductions in domestic code-share flights that had been operated by other airlines. Depreciation and amortization expense increased ¥0.6 billion (0.4%) year on year to ¥168.9 billion. This result was mainly due the emerg- ing effects of the early retirement of aircraft in conjunction with our Business Structure Reform, even considering the introduction of new aircraft such as the Boeing 787. Aircraft maintenance expenses decreased ¥67.8 billion (38.3%) to ¥109.4 billion. This decrease was mainly due to our transition of maintenance work in-house and a decrease in maintenance fre- quency linked to flight hours. Personnel expenses decreased ¥37.8 billion (18.8%) year on year to ¥163.7 billion, mainly due to controlled salaries and bonuses. Sales commissions and promotion expenses decreased ¥57.9 billion (55.0%) year on year to ¥47.2 billion. This decrease was mainly due to a decrease in passenger demand caused by COVID-19. Contract expenses decreased ¥73.7 billion (28.7%) year on year to ¥182.8 billion. Ground handling contracts and other contracted operations were lower than prior year due to the impact of COVID-19. Other expenses decreased ¥97.3 billion (45.5%) year on year to ¥116.4 billion. This result was mainly due to decreased expenses related to in-flight services. Others Other operating revenues in the Air Transportation Business amounted to ¥147.2 billion, a 34.8% decrease year on year. Results include incidental revenues from mileage memberships, in-flight sales, contracted maintenance, etc. Operating Expenses Air Transportation Business operating expenses decreased ¥636.2 billion (37.7%) year on year to ¥1,051.9 billion. Specific expense amounts and explanations of year-on-year changes are described below. Breakdown of Operating Revenues and Expenses (¥ Millions) (Fiscal Year) 2020 2019 Change Segment operating revenues ¥ 604,014 ¥1,737,737 ¥(1,133,723) International Passenger 44,726 613,908 (569,182) Cargo Mail 160,503 102,697 2,948 4,764 57,806 (1,816) Domestic Passenger 203,119 679,962 (476,843) Cargo Mail LCC revenues Other revenues 20,881 2,550 22,071 25,533 3,136 81,953 147,216 225,784 (4,652) (586) (59,882) (78,568) Segment operating expenses 1,051,908 1,688,187 (636,279) Fuel and fuel tax 109,670 314,486 (204,816) Landing and navigation fees Aircraft leasing fees Depreciation and amortization Aircraft maintenance Personnel Sales commissions and promotion Contracts Others Segment operating (loss) income 45,847 107,592 120,173 130,614 (74,326) (23,022) 168,952 168,296 656 109,467 163,776 177,330 201,651 (67,863) (37,875) 47,289 105,192 (57,903) 182,869 116,446 256,618 213,827 (73,749) (97,381) ¥ (447,894) ¥ 49,550 ¥ (497,444) Fuel and fuel tax expenses amounted to ¥109.6 billion, a ¥204.8 billion (65.1%) decrease year on year. This expense accounted for 10.4% of Air Transportation Business operating expenses, compared with 18.6% in the previous fiscal year. This ¥204.8 billion decrease was mainly due to decreases in ANA unit price factors (including hedging effectiveness) of approximately ¥21.0 billion, and a decrease in consumption volume factors of approximately ¥171.0 billion for ANA and approximately ¥13.0 billion for the LCC. During fiscal 2020, we engaged in the same measures related to fuel tax reduction as we followed in the previous fiscal year. 104 105 Financial / Data Section Management’s Discussion and Analysis Airline Related Business We endeavored to increase revenues through initiatives that included selling ANA international route economy class in-flight meals online beginning in December. However, airline flight cancellations and reductions due to the spread of COVID-19 led to fewer contracts for airport ground handling services, including passenger check-in and baggage loading. As a result, fiscal 2020 operating revenues amounted to ¥222.1 billion, a ¥77.2 billion (25.8%) decrease year on year. Operating income amounted to ¥3.6 billion, which was a ¥14.4 billion (79.7%) decrease. Performance in the Airline Related Segment Trade and Retail While the e-commerce and other businesses of our digital marketing division performed solidly throughout fiscal 2020, sales at ANA DUTY FREE SHOP and ANA FESTA airport shops in our retail division experienced a significant decline due to COVID-19. The Lifestyle Industries division handles beverages, food products, amenities, and other aircraft supplies provided on board. Sales here decreased significantly due to large-scale cancellations and flight reductions. As a result, Trade and Retail recorded operating revenues of ¥79.9 billion, down ¥64.7 billion (44.8%) year on year. Operating income decreased ¥7.1 billion year on year, resulting in a net loss of ¥4.2 billion. (¥ Millions) Performance in the Trade and Retail Segment (Fiscal Year) 2020 2019 Change (¥ Millions) Segment operating revenues ¥222,139 ¥299,433 ¥(77,294) (Fiscal Year) 2020 2019 Change Segment operating expenses 218,448 281,289 (62,841) Segment operating income ¥ 3,691 ¥ 18,144 ¥(14,453) Segment operating revenues ¥79,958 ¥144,750 ¥(64,792) Segment operating expenses 84,240 141,841 (57,601) Segment operating (loss) income ¥ (4,282) ¥ 2,909 ¥ (7,191) Travel Services Despite our efforts to generate revenues from new sources, including the ANA Travelers Online Tour and domestic sightseeing tours using the Airbus A380 ANA FLYING HONU, the spread of COVID-19 had a significantly negative impact on the overseas travel and domestic travel within the Travel Services business. We canceled all overseas tours organized by the group due to travel restrictions. Demand for domestic travel recovered gradually in the third quarter, as the volume of dynamic packaged product online sales outperformed the previous fiscal year, partly due to the support of the GoTo Travel Campaign started in July. However, travel demand declined again in December due to an increase in the number of infected people. As a result of the above, fiscal 2020 Travel Services operating revenues amounted to ¥45.0 billion, a ¥98.9 billion (68.7%) decrease year on year. Operating income decreased ¥6.4 billion year on year, resulting in a net loss of ¥5.0 billion. Performance in the Travel Services Segment (¥ Millions) (Fiscal Year) 2020 2019 Change Segment operating revenues ¥45,050 ¥143,996 ¥(98,946) Domestic package products 38,530 112,711 (74,181) International package products Other revenues 492 6,028 20,925 10,360 (20,433) (4,332) Segment operating expenses 50,134 142,603 (92,469) Segment operating (loss) income ¥ (5,084) ¥ 1,393 ¥ (6,477) Others Real estate business revenues remained firm throughout the fiscal year and we established avatarin Inc. in April to create a new busi- ness model. On the other hand, the impact of COVID-19 led to a decrease in reception and management services due to closures of airport lounges, as well as a decrease in revenues due to fewer dispatches of instructors, etc., in our training business. As a result, the Others business recorded operating revenues of ¥36.6 billion, down ¥7.5 billion (17.1%) year on year. Operating income decreased ¥3.5 billion year on year, resulting in a net loss of ¥0.0 billion. Performance in the Others Segment (Fiscal Year) 2020 2019 Change Segment operating revenues ¥36,643 ¥44,223 ¥(7,580) Segment operating expenses 36,677 40,697 (4,020) Segment operating (loss) income ¥ (34) ¥ 3,526 ¥(3,560) (¥ Millions) Cash Flows Basic Approach The ANA Group’s fundamental approach to cash management is to conduct continuous investments strategically to strengthen competi- tiveness over the medium and long term, while maintaining financial soundness. We secure funds for working capital and capital expenditures (mainly aircraft) through self-financing, bank loans, or through the issuance of bonds. Our basic policy is to secure stable sources of liquidity and funds necessary for business operations. As of March 31, 2021, we have secured commitment line agreements totaling ¥148.6 billion with several financial institutions. The Group has access to the Japan Bank for International Cooperation (JBIC) guarantee system for investments in aircraft, which are our primary assets. Overview of Fiscal 2020 Free cash flow resulted in an outflow of ¥866.2 billion (sum of cash flows from operating activities and investing activities). Net cash proceeds from financing activities totaled ¥1,098.1 billion. As a result, cash and cash equivalents increased ¥234.3 billion from the begin- ning of the fiscal year, amounting to ¥370.3 billion at the end of the fiscal year. Cash Flows from Operating Activities After adjusting the ¥545.3 billion in loss before income taxes for depreciation and amortization, notes and accounts payable, notes and accounts receivable, and other non-cash items, net cash used in operating activities amounted to ¥270.4 billion, compared with cash inflows of ¥130.1 billion in the previous fiscal year. Interest Coverage Ratio* (Fiscal Year) Interest coverage ratio (Times) 2020 2019 — 20.4 * Interest coverage ratio = Cash flows from operating activities / Interest expenses Non-Operating (Loss) Income/Expenses, Special (Loss) Income/Expenses Fiscal 2020 non-operating income and expenses and special (loss) income amounted to a loss of ¥80.5 billion. This result was mainly due to the recording of impairment losses related to the accelerated retirement of aircraft as an expense under Business Structure Reform. Non-Operating (Loss) Income / Expenses (¥ Millions) (Fiscal Year) 2020 2019 Change Interest and dividend income ¥ 2,109 ¥ 3,031 ¥ (922) Interest expenses Commission fee Loss on valuation of derivatives Foreign exchange gain Gain on sales of assets (16,689) (6,291) (10,398) (7,742) (8,044) 4,143 3,422 (20) (603) 473 (7,722) (7,441) 3,670 6,746 (3,324) Loss on sales / disposal of assets (8,434) (7,435) (999) Impairment loss (4,231) (25,159) 20,928 Equity in earnings of unconsolidated subsidiaries and affiliates Equity in losses of unconsolidated subsidiaries and affiliates — 1,210 (1,210) (3,630) — (3,630) Gain on sales of investment securities 328 1,122 (794) Valuation loss on investments in securities (8,384) (853) (7,531) Compensation payments received 1,770 17,897 (16,127) Loss on sales of shares of subsidiaries and affiliates Gain on sales of non-current assets Gain on donation of non-current assets Employment adjustment subsidy Business restructuring expense — 2,834 2,405 43,470 (86,350) (7) — 7 2,834 3,553 (1,148) — — 43,470 (86,350) Other, net Total 2,425 (2,969) 5,394 ¥(80,598) ¥ (9,305) ¥(71,293) Net (Loss) Income Attributable to Owners of the Parent As a result, loss before income taxes amounted to ¥545.3 billion, compared to income of ¥51.5 billion in the previous fiscal year. After income taxes, municipal taxes, business taxes, and other adjust- ments, net loss attributable to owners of the parent amounted to ¥404.6 billion, compared to net income of ¥27.6 billion in the previ- ous fiscal year. Loss per share amounted to ¥1,082.04, compared to earnings of ¥82.66. Comprehensive loss amounted to ¥353.2 billion, a decrease of ¥338.4 billion compared to the previous fiscal year, mainly due to a decrease in net income attributable to owners of the parent. 106 107 Financial / Data Section Management’s Discussion and Analysis Cash Flows from Investing Activities Net cash used in investing activities totaled ¥595.7 billion, up ¥365.5 billion year on year. Net cash used in investing activities amounted to ¥103.0 billion when excluding cash movements that resulted in net outlays of ¥492.7 billion related to the acquisition and sale of time deposits and negotiable deposits of more than three months. Free Cash Flow As mentioned above, net cash used in operating activities totaled ¥270.4 billion. Since net cash used in investing activities was ¥595.7 billion, free cash flow for fiscal 2020 amounted to a net expenditure of ¥866.2 billion, up ¥766.1 billion year on year. Substantial free cash flow amounted to a negative ¥373.4 billion, up ¥294.3 billion year on year, when excluding cash movements associated with the acquisi- tion and sale of time deposits and negotiable deposits of more than three months. Cash Flows from Financing Activities Net cash provided by financing activities totaled ¥1,098.1 billion, up ¥1,074.3 billion year on year. This result was mainly due to the procurement of funds through borrowings, public offerings, and third-party allotments. Capital Expenditures and Aircraft Procurement Capital Expenditures ANA Group capital expenditures are based on an approach of selection and concentration. We invest to strengthen safety, increase our competitiveness, and improve profitability. Capital expenditures for fiscal 2020 amounted to ¥156.7 billion, a decrease of 55.4%, reflecting restraint in the scope of investments in aircraft and other items in light of the impact of COVID-19. By segment, Air Transportation Business capital expenditures decreased 56.0% year on year to ¥151.1 billion. Airline Related expenditures decreased 74.8% to ¥1.5 billion, while Travel Services expenditures decreased 48.1% to ¥0.1 billion. Trade and Retail capital expenditures decreased 46.6% to ¥1.2 billion, and Others increased 590.8% to ¥0.9 billion. Capital Expenditures* / Depreciation and Amortization 375.8 351.3 304.7 254.4 140.3 150.4 159.5 175.7 156.7 176.3 (¥ Billions) 400 300 200 100 0 18/4 2016 2017 2018 2019 2020 (FY) Capital Expenditures Depreciation and Amortization * Capital expenditures contains only fixed assets. Fundamental Approach to Aircraft Procurement Aircraft are major investments used over the long term (10-plus years). Decisions regarding the selection of aircraft types suited to routes and networks and the pursuit of the best fleet composition are among the most important issues for airline management. The ANA Group fleet strategy is based on three basic policies: (1) Strengthening cost competitiveness by introducing fuel-efficient aircraft, (2) Optimizing supply to demand by increasing the ratios of narrow- and medium-body aircraft; and (3) Enhancing productivity by integrating aircraft types. Fundamentally, the group purchases and owns strategic aircraft we intend to use over the medium to long term. We employ operat- ing leases to procure aircraft for use over the short term or for capacity adjustment. The group may also utilize sale-leaseback transactions as a means to diversify corporate financing methods. In these and other ways, the group selects the most economical aircraft procurement method. Aircraft Procured in Fiscal 2020 Based on our fleet strategy, total number of aircraft was 293 as of the end of fiscal 2020, a decrease of 14 compared to the end of the previous fiscal year. During the fiscal year, the ANA Group added 10 new aircraft. These additional aircraft consisted of one Boeing 787-9, six Airbus A321-200neos, and three Airbus A320-200neos. At the same time, we sold or returned from lease a total of 24 aircraft consisting of five Boeing 777-300s, six Boeing 777-200s, three Boeing 767-300s, one Boeing 767-300F, three Boeing 737-700s, three Boeing 737-500s, and three Airbus A320-200s. The table below shows changes in the number of aircraft. Changes in the Number of Aircraft in Fiscal 2020 Aircraft Number of Aircraft Owned Leased ( ) changes Airbus A380 Boeing 777-300 Boeing 777-200 Boeing 777F (Freighter) Boeing 787-10 Boeing 787-9 Boeing 787-8 Boeing 767-300 Boeing 767-300F (Freighter) Airbus A321-200neo Airbus A321-200 Airbus A320-200neo Airbus A320-200 Boeing 737-800 Boeing 737-700 Boeing 737-500 De Havilland Canada DASH 8-400 Total 2 30 14 2 2 36 36 21 9 17 4 14 38 39 5 0 24 (–5) (–6) (+1) (–3) (–1) (+6) (+3) (–3) (–3) (–3) 2 21 10 2 2 30 31 21 6 0 0 11 0 24 5 0 24 (–5) (–6) (+1) (–2) (–1) (–3) (–3) 0 9 4 0 0 6 5 0 3 (–1) 17 (+6) (+3) (–3) 4 3 38 15 0 0 0 293 (–14) 189 (–19) 104 (+5) Notes: 1. Figures include aircraft that have been retired, are awaiting sale, or are awaiting lease return. 2. Figures for Airbus A320-200neos and Airbus A320-200s included 38 aircraft (all leased) operated by Peach Aviation Limited. 3. Separate from the figures above, as of March 31, 2021, 17 aircraft were leased outside the group (19 as of March 31, 2020). Aircraft Procurement Plan for Fiscal 2021 We plan to add a total of 20 aircraft during fiscal 2021. Our plans call for purchasing one Airbus A380, one Boeing 787-10, eight Boeing 787-9s, one Airbus A321-200neoLR, five Airbus A321-200neos, and four Airbus A320-200neos. Meanwhile, the group plans to retire 32 aircraft, consisting of ten Boeing 777-300s, four Boeing 777-200s, three Boeing 767-300s, five Boeing 737-700s, and ten Airbus A320-200s 108 109 Financial / Data Section Management’s Discussion and Analysis Financial Position Assets Total assets as of March 31, 2021, amounted to ¥3,207.8 billion, an increase of ¥647.7 billion compared to March 31, 2020. Total current assets amounted to ¥1,226.3 billion, up ¥655.1 billion from the end of the previous fiscal year. Cash and deposits amounted to ¥464.7 billion, an increase of ¥355.2 billion compared to the end of the previous fiscal year. Marketable securities increased ¥371.7 billion to ¥500.9 billion. As a result, liquidity on hand amounted to ¥965.7 billion, up ¥727.0 billion year on year. Total non-current assets at the end of the fiscal year stood at ¥1,979.5 billion, down ¥8.6 billion from one year earlier. Liabilities Total liabilities as of March 31, 2021, amounted to ¥2,195.5 billion, up ¥704.2 billion from one year earlier. Current liabilities totaled ¥503.4 billion at the end of the fiscal year, a decrease of ¥27.1 billion. This result was primarily due to a decrease in advance ticket sales. Long-term liabilities amounted to ¥1,692.1 billion, an increase of ¥731.4 billion. Interest-bearing debt, including finance lease obligations, increased ¥812.5 billion to ¥1,655.4 billion, mainly due to the pro- curement of funds via subordinated loans and other borrowings. The debt/equity ratio amounted to 1.6 times, an increase of 0.8 point compared with the end of the previous fiscal year. Interest-Bearing Debt / Debt/Equity Ratio* (¥ Billions) 2,000 1,500 1,000 500 0 18/4 1,655.4 1.6 729.8 0.8 798.3 0.8 788.6 0.7 842.8 0.8 2016 2017 2018 2019 2020 (Left) Interest-Bearing Debt (Right) Debt/Equity Ratio * Excluding off-balanced lease obligations (Times) 2.0 1.5 1.0 0.5 0 (FYE) Interest-Bearing Debt (¥ Millions) Bond Ratings Fuel and Exchange Rate Hedging (End of Fiscal Year) Short-term debt: Short-term loans 2020 2019 Change ¥ 173,036 ¥108,307 ¥ 64,729 100,070 429 99,641 Current portion of long-term loans Current portion of bonds Finance lease obligations 69,443 84,057 (14,614) — 3,523 20,000 3,821 (20,000) (298) Long-term debt*: ¥1,482,416 ¥734,555 747,861 Bonds Convertible bonds with stock acquisition rights 165,000 165,000 140,000 140,000 — — Long-term loans 1,168,252 416,900 751,352 Finance lease obligations 9,164 12,655 (3,491) Total interest-bearing debt ¥1,655,452 ¥842,862 ¥812,590 * Excluding current portion of long-term loans and current portion of bonds Net Assets Net assets as of March 31, 2021, amounted to ¥1,012.3 billion, a decrease of ¥56.5 billion compared to the end of the previous fiscal year. As a result of accelerating Business Structure Reform and the procurement of funds through public offerings and third-party allotments to strengthen our financial foundations, common stock and capital surplus increased ¥297.6 billion in total. Meanwhile, as a result of a decrease in retained earnings due to recording a net loss, shareholders’ equity as of the end of the fiscal year decreased ¥107.9 billion to ¥960.6 billion. Total accumulated other comprehensive income amounted to ¥46.5 billion, an increase of ¥54.1 billion compared to the end of the previous fiscal year. This increase was mainly due to increases in unrealized gain on securities and deferred gain on derivatives under hedge accounting. As a result, total shareholders’ equity decreased ¥53.7 billion from the previous fiscal year-end, standing at ¥1,007.2 billion. Shareholders’ equity ratio decreased 10.0 points to 31.4%. Book value per share (BPS) at the end of the fiscal year was ¥2,141.49, compared to ¥3,171.80 as of the end of the previous fiscal year. The Company has obtained credit ratings on its various long-term bonds from Japan Credit Rating Agency, Ltd. (JCR) and Rating and Investment Information, Inc. (R&I). Bond ratings as of March 31, 2021, were as follows: Bond Ratings Issuer rating Outlook JCR A R&I A– Negative Negative Retirement Benefit Obligations The ANA Group has established a defined contribution pension plan and a defined benefit pension plan. The defined benefit plans consist of defined benefit corporate pension plan and lump-sum retirement benefit plans. In addition, the group has adopted a defined contribu- tion pension plan. Certain employees are entitled to additional benefits upon retirement. Certain consolidated subsidiaries adopting defined-benefit corporate pension plans and lump-sum retirement benefit plans use a simplified method for calculating retirement benefit expenses and liabilities. Retirement Benefit Obligation and Related Expenses (Fiscal Year / End of Fiscal Year) Retirement benefit obligation Plan assets at fair value Unfunded retirement benefit obligation Liability for retirement benefits Asset for retirement benefits Net liability arising from defined benefit obligation in the consolidated balance sheet (¥ Millions) 2020 2019 ¥(224,180) ¥(225,286) 64,064 62,717 (160,116) (162,569) (160,885) (163,384) 769 815 (160,116) (162,569) Net periodic benefit costs 15,297 15,537 Main basis for actuarial calculations Discount rates 0.1-1.2% 0.1-1.2% Expected rates of return on plan assets 1.0-2.5% 1.0-2.5% Contribution to defined contribution pension plans ¥ 4,467 ¥ 4,381 The ANA Group pursues and conducts optimal hedge transactions that reduce the impact of volatility in fuel prices and foreign exchange rates to control the risk of fluctuations in earnings. The objective of this hedging is to both stabilize profitability and equalize expenses in response to fluctuations in fuel surcharges and foreign currency revenues. The group conducts fuel hedging for the ANA Brand three years in advance of the applicable period after considering fuel surcharge revenues. The group hedges U.S. dollar payments for ANA HOLDINGS and the ANA Brand related to fuel expenses three years in advance and U.S. dollar payments associated with capital expenditures for aircraft and other items five years in advance of the payment periods. Based on a balance of foreign currency revenues, revenues linked to foreign exchange market fluctuations, and foreign currency expenses with respect to U.S. dollar payments, the group uses forward exchange agreements to hedge any portion of foreign currency expenses in excess of foreign currency revenues. Allocation of Profits Basic Policy on Allocation of Profits We recognize that shareholder returns are an important management priority for the group. The group strives to bolster shareholder returns while maintaining financial soundness. This goal will be accomplished as we secure the funds needed in light of earnings fluctuations and to conduct growth investments (aircraft, etc.) to support future business development. We examine the shareholder returns in terms of dividend levels and share buybacks on an ongoing basis, while considering the level for free cash flow. Our basic policy is to pay a year-end dividend of surplus once a year. Our General Meeting of Shareholders is the decision-making body for the distribution of surpluses. Dividends for Fiscal 2020 and Plans for Fiscal 2021 We deeply regret to announce that we will not be paying a dividend for the current fiscal year due to the tremendous impact of COVID-19 lead to the deterioration of group business performance. For the time being, our top priority will be to maintain and strengthen our financial base. However, we intend to continue implementing Business Structure Reform on a steady basis, striving to improve earnings and resume dividend payments as quickly as possible. 110 111 Financial / Data Section Operating Risks The following describes major risks related to business and accounting conditions, etc., recognized by management as having a potentially material impact on the consolidated Group financial condition, earnings, and cash flows. Further, the forward-looking statements that follow are based on Group judgments as of March 31, 2021. Category Risk Factors Description Response Measures International Situation • Decline in demand for international routes to North America, Europe, China, and Asia due to political instability, international conflicts, large-scale terrorist attacks, deterioration in diplomatic relations, etc. Economic Recession • Decline in demand for air transportation due to economic stagnation in Japan and overseas • Scale back operations in a flexible manner in response to sharp decline in demand • Build a business portfolio that does not depend excessively on a specific business • Conduct ongoing cost structure reform to reduce costs and add liquidity to fixed costs • Ensure liquidity on hand Government Air Transportation Policies • Slots at congested airports in the Tokyo metropolitan area (Haneda, Narita) allocated to the advantage of other carriers • Contraction or elimination of reduction measures related to jet fuel taxes, landing fees, and air navigation service charges • Consult with the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) and make requests on an equal footing with overseas airlines External Environment Market Fluctuations (Crude Oil Prices, Exchange Rates) • Quick, sharp rises in crude oil prices outpacing hedges, other self-directed efforts to compensate, and ability to pass on costs in airfares • Systematic and continuous hedging transactions of crude oil commodity derivatives • Use foreign currency generated for foreign currency • Sharp declines in the yen in foreign exchange markets expenditures to the extent possible driving aircraft and fuel procurement costs outpacing self- directed efforts to compensate • Use forward exchange agreements and currency options for a portion of foreign currencies Infectious Diseases and Large-Scale Disasters • Outbreak of serious infectious disease resulting in sharply lower air transportation demand due to voluntary re- straints and restrictions on travel in infected areas • Significant decrease in air transportation demand and negative impact on Group flight operations in the event of a large-scale disaster that restricts airport operations or flight routes for an extended period of time, or which damages Group facilities • Scale back operations in a flexible manner in response to sharp decline in demand • Conduct ongoing cost structure reform to reduce costs and add liquidity to fixed costs • Ensure liquidity on hand • Implement measures for facilities and equipment in advance to prevent the loss of major functions related to Group flight operations • Coordinate with airport operating companies to strengthen overall airport disaster-response measures based on the fiscal 2019 Guidelines (A2-BCP) of MLIT • Obsolescence of current business models due to intensi- • Review business portfolio and cost structure in light of future Corporate Strategy (Business Structure) fied competition or changes in consumer behavior • Dependence on revenues and profits from specific demand trends and changes in the social environment • Engage in a differentiation strategy to secure competitive businesses advantage in each business segment Aviation Safety (Aircraft Accidents, etc.) • Aircraft accidents causing loss of customer confidence and public reputation having a significant impact on Group management • Build and implement organizational measures, including safety risk management systems, safety audits by specialty organizations, and the collection and internal dissemination of the latest information related to safety • Conduct ongoing training and education, including training for Group employees engaged directly in flight operations, hands-on training for all Group employees, etc. • Leverage air transportation insurance to cover damage reparations, and restoration / replacements of aircraft Internal Environment IT (System Failures), Cyberattacks, and Information Leakage • Significant impact of systems failures or cyberattacks on operations maintenance and services due to high degree of dependence on systems • 24/7/365 monitoring of defense in depth (access restric- tions, antivirus measures) and other defense measures • Implementation of systems and operational measures to • Leakage of personal information that leads to payment of significant sanctions based on violations of the law, as well as decline in customer base due to loss of trust prevent information leakage • Implementation of security literacy education for employees Profit Structure • Major impact of significant demand decreases on profits due to inflexible fixed and operating costs • Optimize supply to demand by placing appropriate aircraft into service depending on demand and reservation trends • Particularly large impact on revenues if summer demand • Conduct ongoing cost structure reform to reduce costs declines significantly and add liquidity to fixed costs Finances • Deterioration in the profitability of each segment or a deci- sion to sell assets forcing the group to recognize impair- ment losses or loss on sales related to assets or investment securities • Decline in estimated future taxable income due to deterio- ration in business profits, leading to a reversal of deferred tax assets and the recording of a loss • Plan and execute ANA Group Corporate Strategy and profit plans • Monitor the progress of profit plans The following describes matters in addition to the risks noted above that could have a material impact on investor decisions. (1) Important Factors The ANA Group has experienced the significant negative impact of COVID-19, resulting in declining operating revenues. Given these unprecedented circumstances, we have limited the scale of Air Transportation Business operations and reduced fuel expenses and other operations-related costs. In addition to lowering fixed costs through reductions in officer remuneration, employee wages, and bonus payments, we have moved maintenance work formerly outsourced to companies outside the Group in-house. We are also carefully examining and restraining capital investment in aircraft and other equipment, while also reviewing the timing of investments. In addition to borrowing a total of ¥935 billion from private financial institutions and the Development Bank of Japan, we raised ¥297.6 billion through public offerings and third-party allotment. In addition, we have concluded a commitment line agreement as a loan facility. In the future, we will raise more funds as necessary to secure liquidity on hand for every Group company. Accordingly, it is our judgment that there are no material uncertainties regarding the going concern assumption for the ANA Group. (2) Risks Related to International Situations The group currently operates international routes, primarily to North America, Europe, China, and other parts of Asia. Going forward, incidents including political instability, international conflicts, large- scale terrorist attacks, or deterioration in diplomatic relations with countries where the group operates flights or maintains offices and other bases could affect the group’s performance due to the accompanying decrease in demand for travel on these international routes. (3) Risks Related to Statutory Regulations As an airline operator, the group undertakes operations based on the stipulations of statutory regulations relating to airline operations. The group is required to conduct passenger and cargo operations on international routes in accordance with the stipulations of inter- national agreements, including treaties, bilateral agreements, and the decisions of the International Air Transport Association (IATA) and the International Civil Aviation Organization (ICAO). The group’s fares, airspace, operating schedule, and safety management are subject to a variety of constraints due to these regulations. Further, the group’s operations could be constrained by the Japanese Antitrust Law and similar laws and regulations in other countries with regard to the pricing of fares and charges. (4) Risks Related to Environmental Regulations In recent years, numerous Japanese and overseas statutory environmental protection regulations have been introduced or strengthened with regard to such issues as noise, aircraft emissions of CO2 and other greenhouse gases, use of environmentally pollut- ing substances and their disposal, and energy use at major offices. The ANA Group incurs significant costs to comply with these laws and regulations. In addition to the emissions trading and reduction schemes adopted in 2021 related to controlling greenhouse gases generated by international aviation, if a globally shared environmen- tal tax is determined and adopted, business activities could be restricted or significant additional costs may be incurred. (5) Risks Related to the Business Environment of the Airline Industry Group business performance could be affected if the current competitive and business environment were to change significantly in the future, including changes in aviation policies in various coun- tries, changes in transportation policies in Japan, mergers of leading competitors, or mutual capital alliances. 1. Risks Related to Airport Slots Despite ongoing declines in demand due to the impact of COVID- 19, differences in the number of slots allocated at congested Tokyo metropolitan area airports (Haneda, Narita) or the timing of allocations from ANA Group projections upon the recovery of demand could affect the achievement of the targets of the Group Corporate Strategy. 2. Risks Related to Public-Sector Fees Public-sector fees include jet fuel taxes, landing fees, and air navigation service charges. Presently, these public-sector fees in Japan and elsewhere are subject to temporary measures to reduce jet fuel taxes, landing fees, and air navigation service charges, however, these measures could be scaled back or terminated in the future, which could affect the group’s performance. (6) Risks of Economic Recession The Air Transportation Business is susceptible to the effects of economic trends, and if the domestic or global economy becomes sluggish, this may cause a decrease in demand for air transporta- tion or decline in unit price due to deterioration in personal con- sumption and corporate earnings. 112 113 Financial / Data Section (9) Risks Related to Competition Group business costs could rise in the future due to fuel expenses, financing costs, compliance with environmental regulations, or other factors. In this case, the group may need to engage in cost reduc- tion measures related to indirect fixed costs and other costs to secure Group profits, passing such costs on to passengers in the form of fares and charges. However, because the group is in competition with other airlines and LCCs in Japan and overseas, as well as with alternative modes of transportation in Japan, such as the shinkansen, on domestic routes, our ability to pass on costs may be restricted, which could affect the group’s performance. (10) Risks Related to the Outbreak and Spread of Infectious Diseases At present, the group is experiencing the severe impact of the global COVID-19 pandemic. Outbreaks and the spread of new infections in the future could result in significant decreases in demand due to various government regulations and voluntary restraints on travel, which could affect the group’s performance. Furthermore, a large-scale outbreak of the disease among our employees and contractors could affect business continuity. (11) Risks Related to Disasters An earthquake, tsunami, flood, typhoon, snowfall, volcanic eruption, or other event that restricts airport operations or flight routes for an extended period of time, or which results in the loss of major functions related to the operation of Group flights, could affect the group’s performance due to a significant decrease in air transporta- tion demand and impact on Group flight operations. In particular, because the group’s data center is located in the Tokyo metropolitan area, and because all operational control for domestic and international flights is managed from Haneda Airport, a major earthquake or typhoon in the Tokyo metropolitan area could cause Group operations to be suspended for an extended period of time, which could have a significant impact on the group’s performance. 3. Risks Related to Investments The group may enter new businesses and invest in or acquire other companies in Japan or overseas to further expand business growth. These investments and other initiatives may not produce the intended effects. Moreover, if the interests of equity investors do not align, the business may not operate in the manner the group considers appropriate. If operations deteriorate in said business, the group may be exposed to an economic burden. In addition, equity investors other than the group may withdraw from said business. (13) Risks Related to Ineffective Strategic Alliances The group belongs to the Star Alliance. Based on Antitrust Immunity (ATI) approval, joint venture operations are introduced in collabora- tion with United Airlines in the network between Asia and the United States, and with Lufthansa and Lufthansa group companies, Swiss International Air Lines, Austrian Airlines, and Lufthansa Cargo AG. in the network between Japan and Europe. The group has also entered into individual agreements, mainly in Asia, that go beyond the frameworks of these alliances. However, the benefits of Star Alliance membership may diminish if the alliance is broken up by antitrust laws in various countries; an alliance partner withdraws from Star Alliance; bilateral alliances between individual member companies end; an alliance partner performs poorly, restructures, or becomes less creditworthy; or restrictions on alliance activities are tightened due to external factors. Such eventualities could affect the group’s performance. (12) Risks Related to the Group’s Corporate Strategy 1. Risks Related to the Group’s Fleet Strategy In the Air Transportation Business, the group is pursuing a fleet strategy centered on introducing highly economical aircraft and better optimizing supply to demand. This strategy involves ordering aircraft from The Boeing Company, Airbus S.A.S., De Havilland Aircraft of Canada Ltd., and Mitsubishi Aircraft Corporation. Delays in delivery from any of those four companies for financial or other reasons could create obstacles to Group operations. In addition, elements of the fleet strategy could prove ineffective or their expected benefits could diminish significantly due to the factors given below. 1) Dependence on The Boeing Company In accordance with the above fleet strategy, the group has ordered a large number of aircraft from The Boeing Company (Boeing). Therefore, should financial or other issues render Boeing unable to fulfill its agreements with the group or compa- nies such as those that maintain Boeing products, the group would be unable to acquire or maintain aircraft in accordance with its fleet strategy. Such eventualities could affect the group’s operations. 2) Delay of Aircraft Development Plans by Mitsubishi Aircraft Corporation The group has decided to introduce the Mitsubishi Space Jet, which is currently under development by Mitsubishi Aircraft Corporation. However, Mitsubishi Aircraft Corporation announced that development activities were suspended, which could affect the group’s operations depending on the future development policy related to the aircraft. 2. Risks to Business Structure Our Air Transportation Business and Airline Related Business account for most of our consolidated operating revenues. In addi- tion, the Air Transportation Business is closely interconnected with our Travel Services and Trade and Retail businesses. Accordingly, the ANA Group business structure is heavily dependent on the Air Transportation Business. It may not be possible for other operating segments to compensate for an event that affects the overall Air Transportation Business revenues, which could have a significant impact on Group performance. Operating Risks (7) Risks Related to Crude Oil Price Fluctuations Jet fuel is a crude oil derivative and its price tracks the price of crude oil. Variances that exceed Group estimates for factors that affect the price of crude oil, including political instability in the oil-producing nations of the Middle East, the shale oil production structure in the U.S., increased demand for crude oil due to rapid economic growth in emerging countries, reductions in oil stockpiles or reserves, speculative investment in crude oil, and natural disasters can affect the group’s performance as follows. 1. Risk of Increase in Crude Oil Prices Generally, an increase in the price of crude oil causes an increase in the price of jet fuel, which imposes substantial additional costs on the group. Accordingly, to mitigate the risk of fluctuations in the price of jet fuel and to stabilize operating income, the group hedges risks using crude oil and jet fuel commodity derivatives in planned, continuous hedging transactions. In the event that crude oil prices rise over a short period, there are limitations to the group’s ability to offset increases in crude oil prices through ongoing cost reductions as well as raising fares and charges. For these reasons, the group may be unable to avoid the influence of a sharp increase in crude oil prices completely, depending on factors such as hedging positions. 2. Risk of Sudden Decrease in Crude Oil Prices As described above, the group conducts hedge transactions against changes in the price of crude oil to mitigate risk. Therefore, a sudden decrease in oil prices may not directly contribute to earnings because, in addition to decreases in or expiration of fuel surcharges established in response to jet fuel prices, hedge positions and other market conditions may preclude the immediate reflection of a sudden drop in fuel expenses in results. (8) Risks Related to Foreign Exchange Rate Fluctuations The group’s expenditures in foreign currencies are greater than its revenues in foreign currencies. Therefore, depreciation of the yen affects the group’s profits. Accordingly, to the greatest extent possible, foreign currency taken in as revenue is used to pay expenses denominated in the same foreign currency to minimize the impact on operating income from the risk of fluctuations in foreign exchange rates. In addition, the group uses forward exchange agreements and currency options for a portion of the foreign currency needed for purchases of aircraft and jet fuel to stabilize and limit payment amounts on a yen conversion basis. However, there are limits to the extent to which the group can reduce and offset costs by adjusting fares and charges should costs increase due to the rapid depreciation of the yen in the foreign exchange market over a short period of time. Accordingly, such an occurrence could, depending on hedge positions and other factors, affect the group’s profit and expenditures. Conversely, if the yen should appreciate rapidly in the foreign exchange market over a short period of time, hedge positions and other factors could preclude the immediate reflection of foreign currency-denominated expenditures on a yen-equivalent basis in lower fuel expenses, affecting the group’s ability to enjoy the benefits of the appreciation of the yen. 114 115 Financial / Data Section Operating Risks (14) Risks Related to Air Safety 1. Aircraft Accidents An aircraft accident involving a flight operated by the group or a code-share partner could cause a drop in customer confidence and impair the group’s public reputation, creating a medium- to long- term downturn in demand that could significantly affect the group’s performance. Major accidents suffered by other airlines could similarly lead to a reduction in air transportation demand that could affect the group’s performance. An aircraft accident would give rise to significant expenses including compensation for damages and the repair or replacement of aircraft, but aviation insurance would not cover all such direct expenses. 2. Violations of the Civil Aeronautics Act, etc. ANA Group business operations are required to comply with the Civil Aeronautics Act and notifications from government agencies. Serious violations of the Civil Aeronautics Act could result in disad- vantageous treatment (administrative penalties, administrative guidance). In the past, the ANA Group has received a Business Improvement Order due to violations of warnings related to insuffi- cient maintenance and excessive consumption of alcohol among flight crew. In addition to the negative impact on confidence in ANA Group operational safety, this kind of disadvantageous treatment could lead to a suspension of operations or revocation of business licenses, depending on recurrence or the severity of the violation. Such disadvantageous treatment could have a serious impact on Group performance. 3. Technical Circular Directives If an issue arises that significantly compromises the safety of an aircraft, MLIT by law will issue a technical circular directive. In some cases, all aircraft of the same model may be grounded until the measures to improve the airworthiness of the aircraft and equipment have been implemented as directed. Even when the law does not require a directive to be issued, in some cases when safety cannot be confirmed from a technical perspective, operation of the model in question may be voluntarily suspended and inspections and other maintenance activities may be performed. The occurrence of such a situation could affect the group’s safety credibility or performance. Any major or medium- to long-term defects or technical problems in Group mainstay aircraft models, including the Boeing 777, Boeing 787, Boeing 767, Boeing 737, Airbus A320, and Airbus A321, etc., could have a serious impact on the group’s performance. (15) Risks Related to Unauthorized Disclosure of Customer Information and Other Data The group holds a large amount of information relating to custom- ers, such as that pertaining to the approximately 37.44 million members (as of the end of March 2021) of the ANA Mileage Club. The Personal Information Protection Law of Japan and similar laws in countries overseas require proper management of such personal information. The group has established a privacy policy, apprised customers of the group’s stance regarding the handling of personal information, and established measures to counter any foreseeable contingency to ensure information security, including in its IT sys- tems. In addition, work procedures and information systems are continuously monitored and revised to eliminate any potential security gaps. Despite these precautions, the occurrence of a major leak of personal information caused by unauthorized access, an error in conducting business, or some other factor could carry significant costs, in terms of both compensation and loss of public confidence, which could affect the group’s performance. (16) Risks Related to IT (System Failures) The group is highly dependent on information systems for such critical functions as customer service and operational management. A major disruption of one of those systems or of telecommunica- tions networks caused by natural disasters, accidents, computer viruses or unauthorized access, power supply constraints, large- scale power outages, or system failures or malfunctions would make it difficult to maintain customer service and operations and would result in a loss of public confidence, which could affect the Group’s performance. Further, the group’s information systems are also used by partner airlines so there is a possibility that the impact of systems failure would not be limited to the group. (17) Risks Related to Personnel and Labor Many Group employees belong to labor unions. Events including a collective strike by Group employees could have an effect on the group’s aircraft operation. (18) Risk of Inability to Secure Required Personnel Although demand is currently continuing to decline due to the impact of COVID-19, we expect demand for flight crew and other personnel to increase again in the future when demand recovers and we expand the scale of LCC operations. At the same time, a certain period of time is required to cultivate and train flight crews and other personnel. Inability to secure the required number of competent flight crews and other personnel in a timely manner could affect the group’s performance. In addition, a change of the supply–demand balance, in labor markets could lead to personnel shortages in airport handling and other operations, as well as a sharp increase in wage levels. (19) Risks Related to Profit Structure Expenses that are largely unaffected by passenger load factors such as aircraft expenses, as well as fuel expenses, and landing and navigation fees which are largely determined by the type of aircraft, account for a significant proportion of the group’s costs, which limits the group’s ability to immediately change the scale of its operations in response to changes in economic conditions. Therefore, decreases in the number of passengers or volume of cargo could have a large impact on the group’s revenues and expenses. Moreover, a significant decrease in demand during the summer could affect the group’s performance for that fiscal year, as passenger service sales typically increase during summer. (20) Financial Risks 1. Increase in the Cost of Financing The group raises funds to acquire aircraft primarily through bank loans and bond issuances. However, the cost of financing could increase due to deteriorating conditions in the airline industry, turmoil in capital and financial markets, changes in the tax system or government interest policy, changes to the guarantee systems at governmental financial institutions, or a downgrade of the Company’s credit rating that makes it difficult or impossible to finance on terms advantageous to the group. Such eventualities could affect the group’s performance. In addition, the procurement of large amounts of interest-bearing debt may have an adverse effect on the securing of working capital and investment funds as a result of the interest burden and funds required for repayment. 2. Risks Related to Asset Impairment or Other Issues The group owns extensive property and equipment as a function of its businesses. If the profitability of various operations deteriorates, or a decision is made to sell assets, the group may be required to recognize impairment losses or loss on sales related to assets or investment securities. 3. Risks Related to Deferred Tax Assets Declines in estimated future taxable income due to deterioration in business profits may lead to a reversal of deferred tax assets and the recording of a loss. (21) Risks Related to Litigation The group could be subject to various lawsuits in connection with its business activities, which could affect the Group’s performance. 116 117 Financial / Data Section Consolidated Financial Statements Consolidated Balance Sheet ANA HOLDINGS INC. and its consolidated subsidiaries As of March 31, 2021 As of March 31 ASSETS Current assets: Cash and deposits (Notes 16 and 21) Marketable securities (Notes 5 and 16) Notes and accounts receivable (Note 16) Accounts receivable from and advances to unconsolidated subsidiaries and affiliates Lease receivables and investments in leases (Note 8) Inventories (Notes 6, 8 and 23) Prepaid expenses and other Allowance for doubtful accounts Total current assets Property and equipment: Land (Note 8) Buildings and structures (Note 8) Aircraft (Note 8) Machinery and equipment Vehicles Furniture and fixtures Lease assets (Note 13) Construction in progress Total Accumulated depreciation Net property and equipment Investments and other assets: Investment securities (Notes 5 and 16) Investments in and advances to unconsolidated subsidiaries and affiliates (Note 7) Lease and guaranty deposits Deferred tax assets (Note 11) Goodwill Intangible assets Other assets Total investments and other assets TOTAL (Note 18) 500,980 107,573 3,763 19,112 38,855 91,511 (231) 98,944 2,851 22,823 67,312 141,123 (538) 971,664 33,989 172,631 350,961 826,582 (2,086) 1,226,302 571,162 11,076,704 48,748 301,266 53,886 306,084 440,321 2,721,217 1,943,795 2,120,347 17,557,537 101,014 112,343 33,525 64,772 10,660 32,741 65,428 11,170 912,419 302,818 585,060 96,287 198,389 180,005 1,791,970 2,702,169 2,882,004 24,407,632 (1,255,862) (1,301,678) (11,343,708) 1,446,307 1,580,326 13,063,923 129,930 108,156 1,173,606 34,245 15,526 219,618 22,346 87,839 25,770 535,274 42,322 18,501 99,824 24,461 101,062 14,339 408,665 309,321 140,240 1,983,723 201,842 793,415 232,770 4,834,920 ¥ 3,207,883 ¥ 2,560,153 $28,975,548 Yen (Millions) 2021 2020 U.S. dollars (Thousands) (Note 2) 2021 As of March 31 LIABILITIES AND EQUITY Current liabilities: Yen (Millions) 2021 2020 U.S. dollars (Thousands) (Note 2) 2021 ¥ 464,739 ¥ 109,447 $ 4,197,805 Short-term loans (Notes 8 and 16) ¥ 100,070 ¥ 429 $ 903,893 129,200 4,525,155 Current portion of long-term debt (Notes 8 and 16) Accounts payable (Note 16) Accounts payable to unconsolidated subsidiaries and affiliates Advance ticket sales Accrued expenses Income taxes payable Other current liabilities (Note 10) Total current liabilities Long-term liabilities: Long-term debt (Notes 8 and 16) Liability for retirement benefits (Note 9) Deferred tax liabilities (Note 11) Asset retirement obligations (Note 10) Other long-term liabilities Total long-term liabilities Contingent liabilities (Note 15) Equity (Note 14): Common stock: Authorized – 510,000,000 shares; 72,966 182,241 2,508 44,718 39,286 10,696 50,920 107,878 196,391 4,325 111,827 36,974 8,441 64,281 659,073 1,646,111 22,653 403,920 354,855 96,612 459,940 503,405 530,546 4,547,059 1,482,416 160,885 222 1,153 47,482 734,555 163,384 112 1,224 61,462 13,390,082 1,453,211 2,005 10,414 428,886 1,692,158 960,737 15,284,599 Issued – 484,293,561 shares in 2021 and 348,498,361 shares in 2020 Capital surplus Retained earnings 467,601 407,329 145,101 318,789 258,470 550,839 4,223,656 3,679,243 1,310,640 Treasury stock – 13,950,901 shares in 2021 and 13,978,652 shares in 2020 (59,335) (59,435) (535,949) Accumulated other comprehensive income: Unrealized gain on securities Deferred gain (loss) on derivatives under hedge accounting Foreign currency translation adjustments Defined retirement benefit plans Total Non-controlling interests Total equity TOTAL See accompanying notes to consolidated financial statements. 38,468 21,652 2,666 (16,249) 22,120 (14,595) 2,668 (17,828) 1,007,233 1,061,028 5,087 7,842 347,466 195,574 24,080 (146,770) 9,097,940 45,948 1,012,320 1,068,870 9,143,889 ¥3,207,883 ¥2,560,153 $28,975,548 118 119 Financial / Data Section Consolidated Statement of Comprehensive Income ANA HOLDINGS INC. and its consolidated subsidiaries Year Ended March 31, 2021 Year Ended March 31 Net (loss) income Other comprehensive income (loss) (Note 12): Unrealized gain (loss) on securities Deferred gain (loss) on derivatives under hedge accounting Foreign currency translation adjustments Defined retirement benefit plans Share of other comprehensive income (loss) in affiliates Total other comprehensive income (loss) (Note 12) Comprehensive loss Total comprehensive loss attributable to: Owners of the parent Non-controlling interests See accompanying notes to consolidated financial statements. Yen (Millions) 2021 ¥(407,690) 2020 ¥ 25,919 16,253 36,242 31 1,606 323 54,455 ¥(353,235) (15,369) (25,227) (221) 539 (383) (40,661) ¥(14,742) U.S. dollars (Thousands) (Note 2) 2021 $(3,682,503) 146,806 327,359 280 14,506 2,917 491,870 $(3,190,633) ¥(350,452) (2,783) ¥(12,749) (1,993) $(3,165,495) (25,137) Consolidated Statement of Operations ANA HOLDINGS INC. and its consolidated subsidiaries Year Ended March 31, 2021 Year Ended March 31 Operating revenues (Note 18) Cost of sales (Notes 9 and 23) Gross (loss) profit Selling, general and administrative expenses (Notes 9 and 19) Operating (loss) income (Note 18) Other income (expenses): Interest income Dividend income Equity in earnings of unconsolidated subsidiaries and affiliates Foreign exchange gain, net Gain on sales of assets Gain on donation of non-current assets Interest expenses Equity in losses of unconsolidated subsidiaries and affiliates Loss on sales of assets Loss on disposal of assets Commission fee (Note 23) Loss on valuation of derivatives (Note 23) Impairment loss (Note 22) Business restructuring expense (Note 23) Other, net (Note 23) Other income (expenses), net (Loss) income before income taxes Income taxes (Note 11): Current Deferred Total income taxes Net (loss) income Net loss attributable to non-controlling interests Net (loss) income attributable to owners of the parent Yen (Millions) 2021 ¥ 728,683 1,000,000 (271,317) 193,457 (464,774) 2020 ¥1,974,216 1,583,434 390,782 329,976 60,806 663 1,446 – 4,143 3,422 2,405 (16,689) (3,630) (2,825) (5,609) (7,742) (8,044) (4,231) (86,350) 42,443 (80,598) (545,372) 3,990 (141,672) (137,682) (407,690) (3,066) ¥ (404,624) ¥ 958 2,073 1,210 473 6,746 3,553 (6,291) – (302) (7,133) (20) (603) (25,159) – 15,190 (9,305) 51,501 24,407 1,175 25,582 25,919 (1,736) 27,655 Yen 2021 2020 U.S. dollars (Thousands) (Note 2) 2021 $ 6,581,907 9,032,607 (2,450,700) 1,747,421 (4,198,121) 5,988 13,061 – 37,422 30,909 21,723 (150,745) (32,788) (25,517) (50,663) (69,930) (72,658) (38,216) (779,965) 383,370 (728,010) (4,926,131) 36,040 (1,279,667) (1,243,627) (3,682,503) (27,693) $(3,654,809) U.S. dollars (Note 2) 2021 Per share of common stock (Notes 3, 14 and 20): Basic net (loss) income Cash dividends applicable to the year ¥(1,082.04) – ¥82.66 – $(9.77) – Net income per share assuming full dilution is not disclosed as the Company had no potentially dilutive shares outstanding during the years ended March 31, 2021 and 2020. See accompanying notes to consolidated financial statements. 120 121 Financial / Data Section Consolidated Statement of Changes in Equity ANA HOLDINGS INC. and its consolidated subsidiaries Year Ended March 31, 2021 Consolidated Statement of Cash Flows ANA HOLDINGS INC. and its consolidated subsidiaries Year Ended March 31, 2021 Thousands Number of shares of common stock outstanding Common stock Capital surplus Retained earnings Treasury stock Total shareholders’ equity Unrealized gain on securities Deferred gain (loss) on derivatives under hedge accounting Foreign currency translation adjustments Defined retirement benefit plans Non- controlling interests Total Total equity Yen (Millions) Accumulated other comprehensive income 334,629 ¥318,789 ¥258,448 ¥ 548,439 ¥(59,032) ¥1,066,644 ¥ 37,622 ¥ 10,636 ¥2,873 ¥(18,362) ¥ 32,769 ¥ 9,900 ¥1,109,313 (125) 15 27,655 (25,105) 27,655 (25,105) (453) (453) 50 50 22 (150) (150) 22 27,655 (25,105) (453) 50 22 (150) – 22 2,400 (403) 2,019 (15,502) (25,231) (205) 534 (40,404) (2,058) (40,443) – (15,502) (25,231) (205) 534 (40,404) (2,058) (42,462) Balance at March 31, 2019 N et income attributable to owners of the parent C ash dividends ¥75.00 per share (Note 14) P urchase of treasury stock (Note 14) D isposal of treasury stock (Note 14) C hange in the parent’s ownership interest due to transactions with non-controlling interests C hanges in scope of consolidation N et changes in the year Total changes during the fiscal year Balance at March 31, 2020 Issuance of new shares 334,519 135,795 318,789 148,812 258,470 148,812 550,839 (59,435) 1,068,663 297,624 22,120 (14,595) 2,668 (17,828) (7,635) 7,842 1,068,870 297,624 (404,624) (13) 112 48 (660) (454) (5) 32 N et loss attributable to owners of the parent P urchase of treasury stock (Note 14) D isposal of treasury stock (Note 14) C hange in the parent’s ownership interest due to transactions with non-controlling interests C hanges in scope of consolidation C hanges in scope of equity method Net changes in the year Total changes during the fiscal year (404,624) (404,624) (1) 48 (660) (454) (13) 113 (13) 112 48 (660) (454) 148,812 148,859 (405,738) 100 (107,967) 16,348 36,247 – 16,348 36,247 (2) (2) 1,579 54,172 (2,755) 51,417 1,579 54,172 (2,755) (56,550) Balance at March 31, 2021 470,342 ¥467,601 ¥407,329 ¥ 145,101 ¥(59,335) ¥ 960,696 ¥ 38,468 ¥ 21,652 ¥2,666 ¥(16,249) ¥ 46,537 ¥ 5,087 ¥1,012,320 Thousands Number of shares of common stock outstanding 334,519 135,795 (5) 32 Balance at March 31, 2020 Issuance of new shares N et loss attributable to owners of the parent P urchase of treasury stock (Note 14) D isposal of treasury stock (Note 14) C hange in the parent’s ownership interest due to transactions with non-controlling interests C hanges in scope of consolidation C hanges in scope of equity method N et changes in the year Total changes during the fiscal year Common stock Capital surplus Retained earnings Treasury stock U.S. dollars (Thousands) (Note 2) Accumulated other comprehensive income Total shareholders’ equity Unrealized gain on securities Deferred gain (loss) on derivatives under hedge accounting Foreign currency translation adjustments Defined retirement benefit plans Non- controlling interests Total Total equity $2,879,495 $2,334,658 $ 4,975,512 $(536,853) $ 9,652,813 $199,801 $(131,830) 1,344,160 1,344,160 2,688,320 $24,098 $(161,033) $ (68,963) $ 70,833 $ 9,654,683 2,688,320 (3,654,809) (3,654,809) (3,654,809) (117) (117) (9) 1,020 1,011 433 (5,961) (4,100) 433 (5,961) (4,100) (117) 1,011 433 (5,961) (4,100) 1,344,160 1,344,584 (3,664,872) 903 (975,223) 147,665 327,404 (18) 14,262 489,314 (24,884) (510,793) – 147,665 327,404 (18) 14,262 489,314 (24,884) 464,429 Balance at March 31, 2021 470,342 $4,223,656 $3,679,243 $ 1,310,640 $(535,949) $ 8,677,590 $347,466 $ 195,574 $24,080 $(146,770) $420,350 $ 45,948 $ 9,143,889 See accompanying notes to consolidated financial statements. 122 Year Ended March 31 Cash flows from operating activities: (Loss) income before income taxes Adjustments for: Depreciation and amortization (Note 18) Impairment loss (Note 22) Amortization of goodwill (Note 18) Loss on disposal and sales of property and equipment Loss (gain) on sales and valuation of investment securities Loss on sales of shares of subsidiaries and affiliates (Decrease) increase in allowance for doubtful accounts (Decrease) increase in liability for retirement benefits Interest and dividend income Interest expenses Subsidies for employment adjustment Foreign exchange (gain) loss (Increase) decrease in notes and accounts receivable Decrease (increase) in other current assets Decrease in notes and accounts payable Decrease in advance ticket sales Other, net Subtotal Interest and dividends received Interest paid Proceeds from subsidy income Income taxes refunded (paid) Net cash (used in) provided by operating activities Cash flows from investing activities: Increase in time deposits Proceeds from withdrawal of time deposits Purchases of marketable securities Proceeds from redemption of marketable securities Purchases of property and equipment Proceeds from sales of property and equipment Purchases of intangible assets Purchases of investment securities Proceeds from sales of investment securities Proceeds from withdrawal of investments in securities Other, net Net cash used in investing activities Cash flows from financing activities: Increase in short-term loans, net Proceeds from long-term loans Repayment of long-term loans Proceeds from issuance of bonds Repayment of bonds Repayment of finance lease obligations Payment for purchases of investments in subsidiaries with no changes in scope of consolidation Proceeds from issuance of shares Proceeds from share issuance to non-controlling shareholders Net decrease (increase) of treasury stock Payment for dividends Other, net Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Net (decrease) increase resulting from changes in scope of consolidation Cash and cash equivalents at end of year (Note 21) See accompanying notes to consolidated financial statements. Yen (Millions) 2021 2020 U.S. dollars (Thousands) (Note 2) 2021 ¥ (545,372) ¥ 51,501 $(4,926,131) 176,352 75,575 2,115 10,759 8,058 – (251) (44) (2,109) 16,689 (43,470) (2,454) (5,107) 52,880 (25,160) (67,109) 49,496 (299,152) 2,427 (12,466) 38,001 749 (270,441) (372,626) 162,300 (437,280) 154,870 (134,174) 54,415 (22,536) (7,168) 746 2,527 3,167 175,739 25,159 4,006 689 (269) 7 419 5,503 (3,031) 6,291 – 273 82,312 (9,284) (38,045) (107,123) (14,510) 179,637 3,831 (6,371) – (46,928) 130,169 (55,819) 50,789 (175,070) 159,200 (317,604) 151,652 (33,757) (8,339) 1,309 – (2,579) 1,592,918 682,639 19,103 97,181 72,784 – (2,267) (397) (19,049) 150,745 (392,647) (22,166) (46,129) 477,644 (227,260) (606,169) 447,077 (2,702,122) 21,922 (112,600) 343,248 6,765 (2,442,787) (3,365,784) 1,465,992 (3,949,778) 1,398,879 (1,211,941) 491,509 (203,558) (64,745) 6,738 22,825 28,606 (595,759) (230,218) (5,381,257) 97,747 827,988 (98,949) – (20,000) (4,668) – 296,098 318 99 – (461) 1,098,172 2,649 234,621 135,937 (236) 98 96,684 (82,035) 69,586 (30,000) (4,609) (96) – – (405) (25,105) (249) 23,869 (274) (76,454) 211,838 553 882,910 7,478,890 (893,767) – (180,652) (42,164) – 2,674,537 2,872 894 – (4,164) 9,919,356 23,927 2,119,239 1,227,865 (2,131) ¥ 370,322 ¥ 135,937 $ 3,344,973 123 Financial / Data Section Notes to Consolidated Financial Statements ANA HOLDINGS INC. and its consolidated subsidiaries Year Ended March 31, 2021 1. Basis of presenting consolidated financial statements The accompanying consolidated financial statements of ANA HOLDINGS INC. (hereinafter referred to as the “Company”) and its consolidated subsidiaries have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Act and its related accounting regulations and in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”), which are different in certain respects as to the application and disclosure requirements of International Financial Reporting Standards (“IFRS”). In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifica- tions have been made in the consolidated financial statements of the previous fiscal year to conform to the classifications used in the current fiscal year. (e) Inventories Inventories include aircraft spare parts, supplies and stock in trade of consolidated subsidiaries, and are stated at cost, principally determined by the moving-average method. The net book value of inventories in the consolidated balance sheet is written down when their net realizable value is less than book value. See Note 6 “Inventories” and Note 23 “Supplementary information for the consolidated statement of operations” for additional information. (f) Property and equipment (excluding leased assets) Property and equipment, excluding leased assets, are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed based on the estimated useful lives. Major assets are depreciated by the following method: Buildings ................................. Straight-line method Aircraft .................................... Straight-line method 2. Translation of financial statements The Company and certain subsidiaries employ principally the following useful lives for major property and equipment, based upon the Company’s estimate of durability: The consolidated financial statements presented herein are expressed in Japanese yen and, solely for the convenience of readers outside of Japan, have been translated into U.S. dollars at the rate of ¥110.71 = US$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market on March 31, 2021. This translation should not be construed as a representation that the amounts shown could be converted into U.S. dollars at that or any other rate. Translations of U.S. dollars are rounded down to the nearest thousand and, therefore, the totals shown in tables do not necessarily agree with the sums of the individual amounts. 3. Summary of significant accounting policies (a) Consolidation The consolidated financial statements as of March 31, 2021 include the accounts of the Company and its 56 (62 in 2020) significant subsidiaries (collectively, the “Group”). Under the control and influence concepts, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated, and those companies over which the Group has the ability to exercise significant influence are accounted for by the equity method. Buildings ................................. 3–50 years Aircraft .................................... 9–20 years Major additions and improvements are capitalized at cost. Maintenance and repairs, including minor remodels and improvements, are charged to income as incurred. The Group reviews its long-lived assets for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. The assets of the Group are grouped by individual property in the case of rental real estate, assets determined to be sold and idle assets, and by management accounting categories in the case of business assets. An impairment loss is recog- nized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition. See Note 22 “Impairment loss” for additional information. (g) Intangible assets and amortization (excluding leased assets) Intangible assets are amortized principally by the straight-line method. Cost of software purchased for internal use is amortized by the straight- line method over five years, the estimated useful life of purchased software. Investments in 14 (16 in 2020) unconsolidated subsidiaries and significant affiliates are accounted for by the equity method. (h) Retirement benefits The difference between the cost and the underlying net assets at dates of acquisition of consolidated subsidiaries and companies accounted for by the equity method is amortized using the straight-line method over a period of 10 to 15 years. Investments in 97 (95 in 2020) subsidiaries and affiliates which are not consolidated or accounted for by the equity method are stated at cost. If the equity method of accounting had been applied to the investments in these companies, the effect on the accompanying consolidated financial statements would not be material. All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group is also eliminated. Certain subsidiaries have fiscal years ending on December 31 and February 28, and necessary adjustments for significant transactions, if any, are made in consolidation. (b) Foreign currency translation All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into yen at the rates of exchange in effect at the balance sheet date, except for payables and receivables hedged by qualified forward exchange contracts, and differ- ences arising from the translation are included in the consolidated statement of operations. The balance sheet accounts of consolidated foreign subsidiaries are translated into yen at the rates of exchange in effect at the balance sheet date, except for the components of equity excluding non-controlling interests which are translated at their historical exchange rates. Revenue and expense accounts are translated at the average rate of exchange in effect during the year. Differences arising from the translation are presented as foreign currency translation adjustments in equity. (c) Marketable securities and investment securities Marketable securities and investment securities are classified into three categories: trading, held-to-maturity or available-for-sale. Under the accounting standard, trading securities are carried at fair value and held-to-maturity securities are carried at amortized cost. Marketable securities classified as available-for-sale securities are carried at fair value with changes in unrealized holding gain or loss, net of the applicable income taxes, included directly in equity. Non-marketable securities classified as available-for-sale securities are carried at cost, determined by the moving-average method. See Note 5 “Marketable securities and investment securities” for additional information. (d) Allowance for doubtful accounts The allowance for doubtful accounts is stated in amounts considered to be appropriate based on the Group’s past credit loss experience and an evaluation of potential losses in the receivables outstanding. The retirement benefit plans of the Group cover substantially all employees other than directors and corporate auditors. Under the terms of this plan, eligible employees are entitled, upon mandatory retirement or earlier voluntary severance, to lump-sum payments or annuity payments based on their compensation at the time of leaving and years of service with the Company and subsidiaries. The Company and certain significant domestic subsidiaries have trustee employee pension funds to provide coverage for part of the lump-sum benefits or annuity payments. The Company and certain consolidated subsidiaries sponsor defined contribution pension plans as well as defined benefit pension plans. The Company accounts for the liability for retirement benefits based on the projected benefit obligations and plan assets at the balance sheet date. The projected benefit obligations are attributed to periods on a benefit formula basis. Actuarial gains and losses and past service costs that are yet to be recognized in profit or loss are recognized within equity (accumulated other comprehensive income), after adjusting for tax effects, and are recognized in profit or loss over the average remaining service years of employees. (i) Income taxes The provision for income taxes is computed based on the pretax income included in the consolidated statement of operations. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by applying currently enacted income tax rates to the temporary differences. See Note 11 “Income taxes” for additional information. (j) Leases Leased assets arising from transactions under finance lease contracts are depreciated to a residual value of zero by the straight-line method using the term of the contract as the useful life. (k) Derivatives The Group uses derivatives, such as forward foreign currency exchange contracts, interest rate swaps, and commodity options and swaps to limit its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Group does not use derivatives for trading purposes. 124 125 Financial / Data Section Notes to Consolidated Financial Statements Derivative financial instruments are carried at fair value with changes in unrealized gains or losses charged or credited to income, except for those which meet the criteria for deferral hedge accounting under which an unrealized gain or loss is deferred. Receivables and payables hedged by qualified forward exchange contracts are translated at the corresponding foreign exchange contract rates. Interest rate swaps that qualify for hedge accounting and meet specific matching criteria are not measured at fair value, but the differential paid or received under the swap agree- ments is recognized and included in interest expenses. (l) Revenue recognition Passenger revenues, cargo and other operating revenues are recorded when services are provided. (m) Cash equivalents Cash equivalents are short-term investments that are readily convertible into cash and exposed to insignificant risk of changes in value. Cash equivalents include time deposits and negotiable certificates of deposit, all of which mature or become due within three months of the date of acquisition. See Note 21 “Supplementary cash flow information” for additional information. (n) Per share information Basic net income per share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period, retroactively adjusted for stock splits. Diluted net income per share reflects the potential dilution that could occur if securities were exercised or converted into common stock. Diluted net income per share of common stock assumes full conversion of the outstanding convertible notes and bonds at the beginning of the year (or at the time of issuance) with an applicable adjustment for related interest expense, net of tax, and full exercise of outstanding warrants. Diluted net income per share is not presented as the effect of including potential common shares is anti-dilutive. Cash dividends per share presented in the accompanying consolidated statement of operations are dividends applicable to the respective fiscal years, including dividends to be paid after the end of the year. (o) Share remuneration plan for directors The Company has transactions for delivery of the Company’s treasury stock through a trust as a share remuneration plan (the “Trust for Delivery of Shares to Directors”) in order to improve its operating performance, increase its corporate value, and raise the directors’ awareness of shareholder-oriented management. The Company operates the ANA Mileage Club and the mileage granted in response to the use of passenger transportation services, etc. can be used to receive services provided by the Group and the partner companies in the future. In order to prepare for the use of the granted mileage, the estimated future expenditure was recorded as accounts payable, but the method has been changed to identify the granted mileage as a performance obligation and allocate the transaction price. In addition, the Company will adopt the method of recognizing the cumulative effect on the application start date, which is accepted as a transi- tional measure. The impact of the application of this accounting standard on the consolidated financial statements is currently being evaluated. “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30 – July 4, 2019) “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31 – July 4, 2019) “Accounting Standard for Measurement of Inventories” (ASBJ Statement No. 9 – July 4, 2019) “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10 – July 4, 2019) “Implementation Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19 – March 31, 2020) (1) Overview The IASB and FASB established almost the same detailed implementation guidance for Fair Value Measurement (IFRS 13 and Topic 820 issued by the IASB and FASB, respectively). The ASBJ has since made efforts to align Japanese GAAP to International Accounting Standards, so as to incorporate the aforementioned implementation guidance for Fair Value Measurement and Disclosures. This resulted in the issuance of ASBJ Statement No. 30, “Accounting Standard for Fair Value Measurement.” The ASBJ’s primary policy for developing its Accounting Standard for Fair Value Measurement was to include the basic principles of IFRS 13 for the purpose of comparability between financial statements in accordance with Japanese GAAP and those in accordance with IFRS or accounting principles generally accepted in the United States of America. Also, for particular items for which industrial practice should be taken into consid- eration, alternative means are to be provided to the extent that comparability is maintained. (2) Application date The Company will apply the accounting standard and guidance for annual periods beginning on or after April 1, 2021, and the application of the accounting standard is not expected to have a significant impact on the consolidated financial statements for the next fiscal year. (1) Transaction outline Trust for Delivery of Shares to Directors is a system in which funds are contributed by the Company, and shares acquired are distributed to the Company’s directors in accordance with the Company’s operating performance, etc. (q) Changes in presentation method (Accounting Standard for Disclosure of Accounting Estimates) (2) The Company’s treasury stock remaining in the trust The Company’s treasury stock remaining in the trust is recorded at book value (excluding associated expenses) of the trust and is reflected as treasury stock in equity. The book value was ¥717 million for the previous fiscal year and ¥608 million for the current fiscal year. The number of shares was 209 thousand shares for the previous fiscal year and 178 thousand shares for the current fiscal year. (p) Unapplied new accounting standard “Accounting Standard for Revenue Recognition” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 29 – March 31, 2020) “Implementation Guidance on Accounting Standard for Revenue Recognition” (ASBJ Guidance No. 30 – March 31, 2020) (1) Overview The International Accounting Standards Board (“IASB”) and Financial Accounting Standards Board (“FASB”) issued a new revenue standard, “Revenue from Contracts with Customers” (International Financial Reporting Standard 15 (“IFRS 15”) and Accounting Standard Codification 606 (“Topic 606”) issued by the IASB and FASB, respectively), on May 2014. Against the background of the fact that IFRS 15 will be effective from periods beginning on or after January 1, 2018 and Topic 606 will be effective from periods beginning on or after December 15, 2017, the ASBJ issued ASBJ Statement No. 29, “Accounting Standard for Revenue Recognition,” and ASBJ Guidance No. 30, “Implementation Guidance on Accounting Standard for Revenue Recognition.” The core principle of the standard and guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASBJ’s primary policy for developing its accounting standard for revenue recognition was to include the basic principles of IFRS 15 for the purpose of comparability between financial statements in accordance with Japanese GAAP and those in accordance with IFRS or accounting principles generally accepted in the United States of America. Also, for particular items for which industrial practice should be taken into consid- eration, alternative means are to be provided to the extent that comparability is maintained. (2) Application date The Company will apply the accounting standard and guidance for annual periods beginning on or after April 1, 2021, and when the control of the promised good or service gives the customer, the Company will recognize the revenue in terms of the amount expected to be received in exchange for them. The main changes due to the application of “Accounting Standards for Revenue Recognition” are as follows. The Group has adopted the “Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31, March 31, 2020), and has included notes to significant accounting estimates in the consolidated financial statements. However, it does not describe the details related to the previous fiscal year. 4. Significant Accounting Estimates (1) Recoverability of deferred tax assets (i) Amount recorded in the consolidated financial statements Deferred tax assets (ii) Other information of accounting estimates Yen (Millions) 2021 ¥219,618 U.S. dollars (Thousands) 2021 $1,983,723 The Group recorded deferred tax assets of ¥219,618 million ($1,983,723 thousand) related to tax loss carryforwards, etc. for the current consoli- dated fiscal year due to a significant decrease in demand for airline passengers associated with the spread of the novel coronavirus (COVID-19). The Company and certain of its domestic subsidiaries apply the consolidated corporate-tax system, and the corporations subject to the consoli- dated corporate-tax system make judgments on the recoverability based on the future taxable income, etc. of the tax consolidated group with regard to corporate taxes (national taxes), and make judgments on the recoverability of deferred tax assets based on the future taxable income, etc. of each corporation with regard to local taxes. With respect to tax loss carryforwards, the Company estimates the expected year and amount to be deducted from the total of tax loss carryforwards based on the estimated future taxable income and record the amount expected to be recovered as deferred tax assets. The future taxable income of ANA Holdings Inc. and All Nippon Airways Co., Ltd., which constitutes a significant portion of the future taxable income that provides a basis for scheduling the amount expected to be deducted, is estimated based on a future plan that assumes that the demand for domestic passengers and international passengers will recover to the pre-pandemic level of 2019 by the end of the fiscal years ending March 31, 2022 and March 31, 2024, respectively. These assumptions are highly uncertain, and if the impact of COVID-19 is prolonged, it may have a significant impact on the consolidated financial statements for the following fiscal year or thereafter. 126 127 Financial / Data Section Notes to Consolidated Financial Statements (2) Impairment of the assets to be sold (i) Amounts recorded in the consolidated financial statements Aircraft to be sold Land, buildings and structures, etc. to be sold (ii) Other information of accounting estimates Yen (Millions) 2021 ¥7,713 8,664 U.S. dollars (Thousands) 2021 $69,668 78,258 During the current consolidated fiscal year, the Company decided to implement “Transformative Measures to a New Business Model” in order to respond to the significant decrease in air passenger demand due to the impact of COVID-19, and decided on the early retirement of certain aircraft and selling the training facilities to implement cost structure reform, which is one of the main response measures. As a result, the Company identified indicators of impairment for aircraft and training facilities to be sold, and recognized an impairment loss of ¥71,344 million ($644,422 thousand) in business restructuring expense recorded during the current consolidated fiscal year, using net realizable value as the correctable amount. Of such amount, impairment loss related to the aircraft and training facilities for which the sale is not completed at the end of the current consolidated fiscal year is ¥59,743 million ($539,635 thousand). Considering the impact of the decrease in air passenger demand due to the spread of COVID-19, net realizable value of aircraft is not calculated based on the assumption of reuse as aircraft, but is calculated by deducting estimated disposal costs from the estimated realizable value reasonably calculated based on the Company’s most recent actual sales results. Net realizable value of training facilities is calculated based on the real estate appraisal value presented by outside experts using the sales comparison approach. (3) Goodwill impairment related to the Air Transportation Business (i) Amount recognized in the consolidated financial statements Goodwill related to the Air Transportation Business (ii) Other information of accounting estimates Yen (Millions) 2021 ¥22,002 U.S. dollars (Thousands) 2021 $198,735 During the current consolidated fiscal year, due to the significant decline in air travel demand resulting from the impact of COVID-19, the Company identified indicators of impairment with respect to the goodwill that occurred when the Company made Peach Aviation Limited a consolidated subsidiary in April 2017. With respect to such goodwill, the Company determined that no impairment loss was recognized because the undiscounted future cash flows from Peach Aviation’s air transportation business exceeded the book values. These undiscounted future cash flows were determined by the management’s best estimate and judgment, based on the business plan with the assumption that the negative impact of COVID-19 on the growth rate and the unit price of passenger revenue, etc. will gradually decrease after 2021. This assumption may be affected by the changes in uncertain economic conditions in the future and, if review of such assumption becomes necessary, it may have a material effect on the consolidated financial statements for subsequent consolidated fiscal years. 5. Marketable securities and investment securities Marketable and investment securities at March 31, 2021 and 2020 are summarized as follows: Current: Negotiable certificates of deposits Other Total Non-current: Marketable equity securities Other Total Yen (Millions) 2021 2020 ¥500,980 – ¥500,980 ¥106,657 23,273 ¥129,930 ¥129,200 – ¥129,200 ¥ 84,141 24,014 ¥108,156 U.S. dollars (Thousands) 2021 $4,525,155 – $4,525,155 $ 963,390 210,215 $1,173,606 The costs and aggregate fair values of marketable and investment securities at March 31, 2021 and 2020 were as follows: As of March 31, 2021 Securities classified as: Available-for-sale: Negotiable certificates of deposit Marketable equity securities Held-to-maturity As of March 31, 2020 Securities classified as: Available-for-sale: Negotiable certificates of deposit Marketable equity securities Held-to-maturity As of March 31, 2021 Securities classified as: Available-for-sale: Negotiable certificates of deposit Marketable equity securities Held-to-maturity Cost Unrealized gains Unrealized losses Fair value Yen (Millions) ¥500,980 51,583 1,855 ¥ – 55,610 3,061 ¥ – (536) – ¥500,980 106,657 4,916 Cost Unrealized gains Unrealized losses Fair value Yen (Millions) ¥129,200 51,453 938 ¥ – 36,211 1,632 ¥ – (3,523) – ¥129,200 84,141 2,570 Cost Unrealized gains Unrealized losses Fair value U.S. dollars (Thousands) $4,525,155 465,929 16,755 $ – 502,303 27,648 $ – $4,525,155 (4,841) – 963,390 44,404 The proceeds, realized gains, and realized losses on the available-for-sale securities sold during the years ended March 31, 2021 and 2020 were as follows: Proceeds Gain on sales Loss on sales Yen (Millions) 2021 ¥746 37 – 2020 ¥1,309 1,122 – U.S. dollars (Thousands) 2021 $6,738 334 – The breakdown of securities for which fair value cannot be reliably determined at March 31, 2021 and 2020 is as follows: Available-for-sale Yen (Millions) 2021 ¥21,418 2020 ¥23,076 U.S. dollars (Thousands) 2021 $193,460 The redemption schedule of available-for-sale securities with maturities and held-to-maturity securities at March 31, 2021 and 2020 is summarized as follows: Bonds: Within 1 year Over 1 year to 5 years Over 5 years to 10 years Over 10 years Other securities with maturities: Within 1 year Over 1 year to 5 years Over 5 years to 10 years Over 10 years Total: Within 1 year Over 1 year to 5 years Over 5 years to 10 years Over 10 years Yen (Millions) 2021 2020 ¥ – – – – 500,980 2,837 2,222 – ¥500,980 2,837 2,222 – ¥ – – – – 129,200 5,299 2,025 – ¥129,200 5,299 2,025 – U.S. dollars (Thousands) 2021 $ – – – – 4,525,155 25,625 20,070 – $4,525,155 25,625 20,070 – 128 129 Financial / Data Section Notes to Consolidated Financial Statements 6. Inventories Inventories at March 31, 2021 and 2020 consisted of the following: Inventories (Merchandise) Inventories (Supplies) Total Yen (Millions) 2021 ¥11,625 27,230 ¥38,855 2020 ¥13,490 53,822 ¥67,312 U.S. dollars (Thousands) 2021 $105,004 245,957 $350,961 7. Investments in and advances to unconsolidated subsidiaries and affiliates Investments in and advances to unconsolidated subsidiaries and affiliates at March 31, 2021 and 2020 consisted of the following: Investments in capital stock Advances Total Yen (Millions) 2021 ¥29,346 4,899 ¥34,245 2020 ¥37,508 4,814 ¥42,322 U.S. dollars (Thousands) 2021 $265,070 44,250 $309,321 8. Short-term loans and long-term debt Short-term loans and current portion of long-term debt at March 31, 2021 and 2020 consisted of the following: Short-term loans Current portion of long-term loans Current portion of bonds Current portion of finance lease obligations Total Yen (Millions) 2021 ¥100,070 69,443 – 3,523 ¥173,036 2020 ¥ 429 84,057 20,000 3,821 ¥108,307 U.S. dollars (Thousands) 2021 $ 903,893 627,251 – 31,821 $1,562,966 The average interest rates on the above short-term loans were 0.47% and 1.43% per annum in 2021 and 2020, respectively. Long-term debt at March 31, 2021 and 2020 consisted of the following: Bonds: 1.22% notes due 2024 1.20% notes due 2026 0.99% notes due 2036 0.26% notes due 2020 0.88% notes due 2037 Convertible bonds with stock acquisition rights due 2022 Convertible bonds with stock acquisition rights due 2024 0.82% notes due 2038 0.47% notes due 2028 0.27% notes due 2026 0.84% notes due 2039 0.27% notes due 2025 0.28% notes due 2029 0.69% notes due 2039 Yen (Millions) 2021 2020 ¥ 30,000 15,000 20,000 – 10,000 70,000 70,000 10,000 10,000 5,000 15,000 30,000 10,000 10,000 305,000 ¥ 30,000 15,000 20,000 20,000 10,000 70,000 70,000 10,000 10,000 5,000 15,000 30,000 10,000 10,000 325,000 U.S. dollars (Thousands) 2021 $ 270,978 135,489 180,652 – 90,326 632,282 632,282 90,326 90,326 45,163 135,489 270,978 90,326 90,326 2,754,945 Loans, principally from banks: S ecured, bearing interest from 0.07% to 2.11% in 2021 and 0.07% to 2.11% in 2020, maturing in installments through 2057 668,770 287,827 6,040,737 U nsecured, bearing interest from 0.46% to 4.58% in 2021 and 0.46% to 2.23% in 2020, maturing in installments through 2031 Finance lease obligations: Finance lease agreements expiring through 2031 Less current portion Total 130 568,925 1,237,695 12,687 1,555,382 72,966 ¥1,482,416 213,130 500,957 16,476 842,433 107,878 ¥734,555 5,138,876 11,179,613 114,596 14,049,155 659,073 $13,390,082 The details of the convertible bonds with stock acquisition rights are as follows: Class of shares to be issued Total issue price of stock acquisition rights Initial conversion price Total issue price Total issue price of shares issued upon the exercise of stock acquisition rights Percentage of stock acquisition rights granted Exercise period Zero coupon convertible bonds due 2022 Common stock Zero ¥5,180 ($46.78) per share ¥70,000 million ($632,282 thousand) – 100.0% October 3, 2017 through September 2, 2022 If all of these outstanding warrants had been exercised at March 31, 2021, 13,757,050 shares of common stock would have been issued. Class of shares to be issued Total issue price of stock acquisition rights Initial conversion price Total issue price Total issue price of shares issued upon the exercise of stock acquisition rights Percentage of stock acquisition rights granted Exercise period Zero coupon convertible bonds due 2024 Common stock Zero ¥5,100 ($46.06) per share ¥70,000 million ($632,282 thousand) – 100.0% October 3, 2017 through September 5, 2024 If all of these outstanding warrants had been exercised at March 31, 2021, 13,972,892 shares of common stock would have been issued. The conversion price of the convertible bonds is subject to adjustments to reflect stock splits and certain other events. As is customary in Japan, short-term and long-term bank loans are made under general agreements which provide that security and guarantees for future and present indebtedness will be given upon request of the bank, and that the bank shall have the right, as the obligation becomes due or in the event of default and certain other specified events, to offset cash deposits against such obligations due to the bank. The following assets were pledged as collateral for short-term and long-term debt at March 31, 2021 and 2020: Assets at net book value: Aircraft (including aircraft spare parts included in inventories) Land and buildings Lease receivables and investments in leases Others Total The aggregate annual maturities of long-term debt after March 31, 2021 are as follows: Years ending March 31 2022 2023 2024 2025 2026 Thereafter Total 9. Retirement benefit plans Yen (Millions) 2021 2020 ¥832,114 2,588 11,012 11,875 ¥857,591 ¥510,607 2,956 12,751 11,135 ¥537,449 Yen (Millions) ¥ 72,966 137,639 118,036 146,147 96,525 984,069 ¥1,555,382 U.S. dollars (Thousands) 2021 $7,516,159 23,376 99,467 107,262 $7,746,283 U.S. dollars (Thousands) $ 659,073 1,243,239 1,066,172 1,320,088 871,872 8,888,709 $14,049,155 The Company and certain consolidated subsidiaries provide defined contribution pension plans as well as defined benefit pension plans, i.e., defined benefit corporate pension plans and lump-sum payment plans for the benefit of employees. Premium severance pay may be paid at the time of retirement of eligible employees in certain cases. Certain consolidated subsidiaries adopting defined benefit corporate pension plans and lump-sum payment plans use a simplified method for calculating retirement benefit expenses and liabilities. 131 Financial / Data Section Notes to Consolidated Financial Statements (a) The changes in the defined benefit obligation for the years ended March 31, 2021 and 2020 are as follows: (f) Amounts recognized in accumulated other comprehensive income (before income tax effect) related to the defined retirement benefit plans at Balance at the beginning of the fiscal year Service cost Interest cost Actuarial gains Benefits paid Other Balance at the end of the fiscal year (b) The changes in plan assets for the years ended March 31, 2021 and 2020 are as follows: Balance at the beginning of the fiscal year Expected return on plan assets Actuarial gains (losses) Employer contributions Benefits paid Other Balance at the end of the fiscal year Yen (Millions) 2021 ¥225,286 10,628 1,702 4,467 (18,474) 571 ¥224,180 2020 ¥223,723 10,216 1,687 2,119 (12,958) 499 ¥225,286 Yen (Millions) 2021 ¥62,717 831 3,171 2,619 (5,272) (2) ¥64,064 2020 ¥65,990 782 (1,510) 2,611 (5,156) – ¥62,717 U.S. dollars (Thousands) 2021 $2,034,920 95,998 15,373 40,348 (166,868) 5,157 $2,024,929 U.S. dollars (Thousands) 2021 $566,498 7,506 28,642 23,656 (47,619) (18) $578,664 (c) A reconciliation between the liability recorded in the consolidated balance sheet and the balances of the defined benefit obligation and plan assets at March 31, 2021 and 2020 is as follows: Funded defined benefit obligation Plan assets at fair value Unfunded defined benefit obligation Net liability arising from defined benefit obligation in the consolidated balance sheet Liability for retirement benefits Asset for defined benefits Net liability arising from defined benefit obligation in the consolidated balance sheet Yen (Millions) 2021 ¥ 71,964 (64,064) 7,900 152,216 ¥160,116 ¥160,885 (769) ¥160,116 2020 ¥ 74,336 (62,717) 11,619 150,950 ¥162,569 ¥163,384 (815) ¥162,569 (d) The components of net periodic benefit costs for the years ended March 31, 2021 and 2020 are as follows: Service cost Interest cost Expected return on plan assets Recognized actuarial losses Amortization of past service cost Net periodic benefit costs Yen (Millions) 2021 ¥10,628 1,702 (831) 2,947 851 ¥15,297 2020 ¥10,216 1,687 (782) 3,569 847 ¥15,537 U.S. dollars (Thousands) 2021 $ 650,022 (578,664) 71,357 1,374,907 $1,446,265 $1,453,211 (6,946) $1,446,265 U.S. dollars (Thousands) 2021 $ 95,998 15,373 (7,506) 26,619 7,686 $138,171 Note: Additional severance for the voluntary retirement scheme is recorded as a part of special loss (business restructuring expense) besides the above table. (e) Amounts recognized in other comprehensive income (before income tax effect) related to the defined retirement benefit plans for the years ended March 31, 2021 and 2020 are as follows: Past service cost Actuarial gains (losses) Total Yen (Millions) 2021 ¥ 851 1,651 ¥2,502 2020 ¥847 (60) ¥787 U.S. dollars (Thousands) 2021 $ 7,686 14,912 $22,599 March 31, 2021 and 2020 are as follows: Unrecognized actuarial losses Unrecognized past service cost Total (g) Plan assets (1) Components of plan assets Plan assets at March 31, 2021 and 2020 consisted of the following: Bonds General accounts Stocks Cash and deposits Other Total Yen (Millions) 2021 ¥(15,730) (7,427) ¥(23,157) 2020 ¥(17,378) (8,281) ¥(25,659) U.S. dollars (Thousands) 2021 $(142,082) (67,085) $(209,168) 2021 2020 45% 13 11 4 27 100% 43% 13 10 4 30 100% (2) Method of determining the expected rate of return on plan assets The expected rate of return on plan assets has been estimated based on the anticipated allocation to each plan asset class and the expected long-term returns on plan assets held in each category. (h) Assumptions used for the years ended March 31, 2021 and 2020 are set forth as follows: Discount rates Expected rates of return on plan assets (i) Defined contribution pension plans 2021 0.1 – 1.2% 1.0 – 2.5% 2020 0.1 – 1.2% 1.0 – 2.5% The contributions to the defined contribution pension plans of the Company and certain consolidated subsidiaries were ¥4,467 million ($40,348 thousand) and ¥4,381 million for the years ended March 31, 2021 and 2020, respectively. 10. Asset retirement obligations (a) Asset retirement obligations recorded on the consolidated balance sheet (1) Overview of asset retirement obligations The Company and its domestic subsidiaries enter into agreements with national government entities that allow for the use of Japanese government property and have entered into real estate lease contracts with such entities for the Head Office, sales branches, airport branches, and certain other offices. As the Company and its domestic subsidiaries have restoration obligations for such properties at the end of each lease period, related legal obligations required by law and the contracts are recorded on the consolidated balance sheet as asset retirement obligations. (2) Calculation of asset retirement obligations The Group estimates the expected period of use as 1 to 30 years and calculates the amount of asset retirement obligations with a discount rate of 0% to 2.27%. The following table indicates the changes in asset retirement obligations for the years ended March 31, 2021 and 2020: Balance at the beginning of the fiscal year Liabilities incurred due to the acquisition of property and equipment Accretion expense Liabilities settled Other Balance at the end of the fiscal year Yen (Millions) 2021 ¥1,255 42 14 (104) 1,556 ¥2,763 2020 ¥ 3,853 57 19 (513) (2,161) ¥ 1,255 U.S. dollars (Thousands) 2021 $11,335 379 126 (939) 14,054 $24,957 132 133 Financial / Data Section Notes to Consolidated Financial Statements (b) Asset retirement obligations not recorded on the consolidated balance sheet The Company and its domestic subsidiaries enter into agreements with national government entities that allow for the use of Japanese govern- ment property, and have entered into real estate lease contracts with such entities for land and offices at airport facilities, including Tokyo International Airport, Narita International Airport, New Chitose Airport, Chubu Centrair International Airport, Osaka International Airport, Kansai International Airport, Fukuoka Airport, and Naha Airport, etc. The Company and its domestic subsidiaries have restoration obligations when they vacate and clear such facilities. However, as the above airports are considered to be critical infrastructure, it is beyond the control of the Company alone to determine when to vacate and clear such facilities, and it is also impossible to make reasonable estimates as there are currently no relocation plans for the above properties. Therefore, the Company and its domestic subsidiaries do not record asset retirement obligations for the related liabilities. 11. Income taxes The Company and certain of its domestic subsidiaries are subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective statutory tax rate of 30.62% for the years ended March 31, 2021 and 2020. The Group files a tax return under the consolidated corporate-tax system, which allows companies to base tax payments on the combined profits or losses of the parent company and certain of its domestic subsidiaries. The tax effects of significant temporary differences and tax loss carryforwards which resulted in deferred tax assets and liabilities at March 31, 2021 and 2020 are as follows: Deferred tax assets: Tax loss carryforwards (*2, *3) Liability for retirement benefits Impairment loss (*3) Prepaid expenses Deferred loss on hedging instruments Accrued bonuses to employees Other provisions Loss on investment in subsidiaries Long-term unearned revenue Loss on valuation of inventories Unrealized gain on inventories and property and equipment Other Total gross deferred tax assets Valuation allowance for tax loss carryforwards (*2, *3) Valuation allowance for the sum of deductible temporary differences, etc. (*3) Subtotal of valuation allowances (*1) Total net deferred tax assets Deferred tax liabilities: Unrealized gain on securities Deferred gain on hedging instruments Retained earnings of subsidiaries and affiliates Other Total gross deferred tax liabilities Net deferred income taxes Yen (Millions) 2021 2020 ¥145,675 49,763 19,824 10,242 – 1,311 8,429 5,879 4,419 5,630 4,364 27,743 283,279 (17,312) (16,997) (34,309) 248,970 (16,717) (9,299) (1,809) (1,749) (29,574) ¥ 4,114 50,286 564 9,901 8,723 6,608 6,537 6,091 5,270 4,763 4,673 24,149 131,679 (2,883) (11,385) (14,268) 117,411 (10,981) (2,681) (2,388) (1,649) (17,699) U.S. dollars (Thousands) 2021 $1,315,825 449,489 179,062 92,511 – 11,841 76,135 53,102 39,915 50,853 39,418 250,591 2,558,748 (156,372) (153,527) (309,899) 2,248,848 (150,998) (83,994) (16,339) (15,798) (267,130) ¥219,396 ¥ 99,712 $1,981,718 (*1) Valuation allowances increased by ¥20,041 million ($181,022 thousand). The main reason for the increase in valuation allowances is an increase ¥14,429 million ($130,331 thousand) in the valuation allowance for tax loss carryforwards. (*2) Tax loss carryforwards and associated deferred tax assets by deadline of carryforward: Current fiscal year (As of March 31, 2021) Tax loss carryforwards (*a) Valuation allowance Deferred tax assets (*b) Tax loss carryforwards (*a) Valuation allowance Deferred tax assets (*b) Due within one year Due after one year but within two years Due after two years but within three years Yen (Millions) Due after three years but within four years Due after four years but within five years ¥ 201 (201) ¥ – Due within one year Due after one year but within two years Due after two years but within three years U.S. dollars (Thousands) Due after three years but within four years Due after four years but within five years $ 1,815 Due after five years ¥145,474 Total ¥145,675 (17,111) (17,312) ¥128,363 ¥128,363 Due after five years $1,314,009 Total $1,315,825 (1,815) (154,556) (156,372) $ – $1,159,452 $1,159,452 (*b) The Group recorded deferred tax assets of ¥128,363 million ($1,159,452 thousand) related to tax loss carryforwards for the current consolidated fiscal year due to a significant decrease in demand for airline passengers associated with the spread of COVID-19. The Company and certain of its domestic subsidiaries apply the consolidated corporate-tax system, and the corporations subject to the consolidated corporate-tax system make judgments on the recoverability based on the future taxable income, etc. of the tax consolidated group with regard to corporate taxes (national taxes), and make judgments on the recoverability of deferred tax assets based on the future taxable income, etc. of each corporation with regard to local taxes. With respect to tax loss carryforwards, based on the estimated future taxable income, we schedule the expected year and amount to be deducted from tax loss carryforwards, and record the amount expected to be recovered as deferred tax assets. The future taxable income of ANA Holdings Inc. and All Nippon Airways Co., Ltd., which constitutes a significant portion of the future taxable income that provides a basis for scheduling the amount expected to be deducted, is estimated based on a future plan that assumes that the demand for domestic passengers and international passen- gers will recover to the pre-pandemic level of 2019 by the end of the fiscal years ending March 31, 2022 and March 31, 2024, respectively. (*3) Changes in presentation “Tax loss carryforward” and “Impairment loss” which were included in “Other” in the past year have been presented as separate accounts in the current fiscal year due to their increased financial materiality. Also, “Valuation allowance for tax loss carryforwards” and “Valuation allowance for the sum of deductible temporary differences, etc.” have been presented as a separate accounts in the current fiscal year as the amounts are now material to warrant separate presentation. A reconciliation of the difference between the normal effective statutory tax rate and the actual effective income tax rate for the years ended March 31, 2021 and 2020 is as follows: Normal effective statutory tax rate Reconciliation: Impairment loss Amortization of goodwill Expenses not deductible for income tax purposes Inhabitants tax per capita levy Income taxes for prior periods Changes in valuation allowance Other, net Actual effective income tax rate 12. Other comprehensive income 2021 30.62% – (0.12) (0.02) (0.04) 0.02 (3.87) (1.34) 25.25% 2020 30.62% 13.49 2.38 1.30 0.39 (0.81) 3.54 (1.24) 49.67% The following table presents reclassification and tax effects allocated to each component of other comprehensive income for the years ended March 31, 2021 and 2020: Unrealized gain (loss) on securities: Amount arising during the fiscal year Reclassification adjustments to profit or loss Amount of unrealized gain (loss) on securities before tax effect Tax effect Total Deferred gain (loss) on derivatives under hedge accounting: Amount arising during the fiscal year Reclassification adjustments to profit or loss Amount of deferred gain (loss) on derivatives under hedge accounting before tax effect Tax effect Total Foreign currency translation adjustments: Amount arising during the fiscal year Total Defined retirement benefit plans: Amount arising during the fiscal year Reclassification adjustments to profit or loss Amount of defined retirement benefit plans before tax effect Tax effect Total Share of other comprehensive income (loss) in affiliates: Amount arising during the fiscal year Reclassification adjustments to profit or loss Total Yen (Millions) 2021 2020 ¥ 13,936 8,058 21,994 (5,741) 16,253 57,286 (4,925) 52,361 (16,119) 36,242 31 31 (1,296) 3,798 2,502 (896) 1,606 227 96 323 ¥(19,764) (764) (20,528) 5,159 (15,369) (41,013) 4,424 (36,589) 11,362 (25,227) (221) (221) (3,629) 4,416 787 (248) 539 (381) (2) (383) U.S. dollars (Thousands) 2021 $ 125,878 72,784 198,663 (51,856) 146,806 517,441 (44,485) 472,956 (145,596) 327,359 280 280 (11,706) 34,305 22,599 (8,093) 14,506 2,050 867 2,917 Total other comprehensive income (loss) ¥ 54,455 ¥(40,661) $ 491,870 (*a) Tax loss carryforwards reflect the amounts resulting from multiplying the statutory tax rate. 134 135 Financial / Data Section Notes to Consolidated Financial Statements 13. Leases As lessee (a) Finance leases Finance lease transactions are capitalized by recognizing lease assets and lease obligations in the consolidated balance sheet. Tangible fixed lease assets include mainly aircraft, flight equipment, host computers, and peripheral equipment. Intangible lease assets include software. The depreciation method for leased assets is described in Note 3 (j) “Leases.” (b) Operating leases The amount of outstanding future lease payments under non-cancelable operating leases are as follows: Current portion of operating lease obligations Long-term operating lease obligations Total As lessor (a) Operating leases Yen (Millions) 2021 ¥ 65,907 295,600 ¥361,507 2020 ¥ 62,649 318,817 ¥381,466 U.S. dollars (Thousands) 2021 $ 595,312 2,670,038 $3,265,350 The amount of outstanding future lease receivables under non-cancelable operating leases are as follows: Current portion of operating lease receivables Long-term operating lease receivables Total Yen (Millions) 2021 ¥ 2,169 13,269 ¥15,438 2020 ¥ 2,170 15,373 ¥17,543 U.S. dollars (Thousands) 2021 $ 19,591 119,853 $139,445 14. Supplementary information for the consolidated statement of changes in equity Supplementary information for the consolidated statement of changes in equity for the year ended March 31, 2021 consisted of the following: (a) Dividends Under the Companies Act of Japan (the “Companies Act”), the appropriation of unappropriated retained earnings of the Company with respect to a financial period is made by resolution of the Company’s shareholders at a general meeting to be held subsequent to the close of the financial period and the accounts for that period do not therefore reflect such appropriation. (1) Dividends paid to shareholders There are no applicable items. (2) Dividends with a shareholders’ cut-off date within the current fiscal year but an effective date within the subsequent fiscal year There are no applicable items. The Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus), depending on the equity account charged upon the payment of such dividends, until the aggregate amount of legal reserve and additional paid-in capital equals 25% of the common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus, and retained earnings can be transferred among the accounts within equity under certain conditions upon resolution of the shareholders. (b) Type and number of outstanding shares As of March 31, 2021 Type of shares Issued stock: Common stock (*1) Total Treasury stock: Common stock (*2, *3, *4) Total Number of shares (Thousands) Balance at beginning of year Increase in shares during the year Decrease in shares during the year Balance at end of year 348,498 348,498 13,978 13,978 135,795 135,795 5 5 – – 32 32 484,293 484,293 13,950 13,950 (*1) The increase of 135,795 thousand shares of common stock is the total of 126,310 thousand shares issued through a public offering with the subscription payment date on December 14, 2020, and 9,485 thousand shares issued through a third-party allotment with the subscription payment date on January 13, 2021, as the allotment to be taken in relation to the offering due to over-allotment. (*2) The increase of 5 thousand shares of treasury stock is that the Company purchased from holders of fractional shares. (*3) The decrease of 32 thousand shares of treasury stock is the total of 1 thousand shares that the Company sold to the holders of fractional shares at their request, and 31 thousand shares in the Company that were sold by the Trust for Delivery of Shares to Directors. (*4) Treasury stock includes 178 thousand shares held by the Trust for Delivery of Shares to Directors. As of March 31, 2020 Type of shares Issued stock: Common stock Total Treasury stock: Common stock (*1, *2, *3) Total Number of shares (Thousands) Balance at beginning of year Increase in shares during the year Decrease in shares during the year Balance at end of year 348,498 348,498 13,868 13,868 – – 125 125 – – 15 15 348,498 348,498 13,978 13,978 (*1) The increase of 125 thousand shares of treasury stock is the total of 8 thousand shares that the Company purchased from holders of fractional shares, and 116 thousand shares in the Company that were purchased by the Trust for Delivery of Shares to Directors. (*2) The decrease of 15 thousand shares of treasury stock is the total of 0 thousand shares that the Company sold to the holders of fractional shares at their request, and 14 thousand shares in the Company that were sold by the Trust for Delivery of Shares to Directors. (*3) Treasury stock includes 209 thousand shares held by the Trust for Delivery of Shares to Directors. 15. Contingencies The Group was contingently liable as a guarantor of loans, principally to affiliates, totaling ¥982 million ($8,870 thousand) at March 31, 2021. The Group was contingently liable as a guarantor for a stock transfer agreement between third parties, totaling ¥6,111 million ($55,198 thousand) at March 31, 2021. The Group was contingently liable as a guarantor of loans, principally to affiliates, totaling ¥2,080 million at March 31, 2020. The Group was contingently liable as a guarantor for a stock transfer agreement between third parties, totaling ¥6,111 million at March 31, 2020. 16. Financial instruments and related disclosures Overview (a) Group policy for financial instruments The Group limits its fund management to short-term time deposits and raises funds through borrowings from financial institutions, including banks. The Group uses derivatives for the purpose of reducing the risks described below and does not enter into derivatives for speculative or trading purposes. (b) Types of financial instruments and related risk Trade receivables (notes and accounts receivable) are exposed to credit risk in relation to customers. Marketable securities and investment securities are exposed to the risk of market price fluctuations. Those securities are composed mainly of the shares of other companies with which the Group has business relationships. Substantially all trade payables have payment due dates within one year. Borrowings are taken out principally for the purpose of making capital investments, and certain long-term debt with variable interest rates is exposed to interest rate fluctuation risk. However, to reduce such risk for long-term interest-bearing debt at variable rates, the Group utilizes interest rate swap transactions as hedging instruments. Interest rate swaps that qualify for hedge accounting and meet specific matching criteria are not measured at fair value, but the differential paid or received under the swap agreements is recognized and included in interest expenses. For derivatives, in order to reduce the foreign currency exchange rate risk arising from receivables and payables denominated in foreign curren- cies, the Group enters into forward foreign exchange contracts for specific receivables and payables denominated in foreign currencies, mainly for aircraft purchase commitments. In addition, the Group enters into commodity derivative transactions such as swaps and options to mitigate fluctuation risk of the commodity prices of fuel and to stabilize operating profit. 136 137 Financial / Data Section Notes to Consolidated Financial Statements 1) Management of credit risks (risks such as breach of contract by customers) The Group manages its credit risk from receivables on the basis of internal guidelines, which include monitoring of payment term and balances of major customers by each business administration department to identify the default risk of customers at an early stage. As for derivatives, the Group believes that the credit risks are extremely low, as it enters into derivative transactions only with reputable financial institutions with sound credit profiles. 2) Management of market risks (fluctuation risks of foreign currency exchange rates and interest rates) In order to reduce foreign currency exchange rate risks, the Group principally utilizes forward foreign exchange contracts for receivables and payables denominated in foreign currencies. In order to mitigate the interest rate fluctuation risks related to debt, the Group utilizes interest rate swap transactions. In addition, the Group enters into commodity derivative transactions such as swaps and options to mitigate fluctuation risk related to commodity prices for fuel. As for marketable securities and investment securities, the Group periodically reviews the fair values and the financial conditions of the issuers to identify and mitigate risks of impairment. There are internal management regulations for derivative transactions which set forth transaction authority and limits on transaction amounts. The Group enters into derivative transactions in accordance with such policies. Moreover, the Group reports plans and results of methods and ratios for offsetting risks at the quarterly meetings of the Board of Directors. 3) Management of liquidity risks related to financing (risks that the Group cannot meet the due dates of payables) The Group manages liquidity risks by establishing a financial plan in order to procure and invest funds that are necessary for the operation of the Group over a certain period of time, in accordance with the Group’s business operating plan and budget. As of March 31, 2021 Assets: Cash and deposits Notes and accounts receivable Marketable securities and investment securities Total assets Liabilities: Accounts payable Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total liabilities Derivatives* Carrying value U.S. dollars (Thousands) Fair value Differences $ 4,197,805 971,664 5,505,302 $ 4,197,805 971,664 5,532,950 $ – – (27,648) $10,674,771 $10,702,420 $ (27,648) $ 1,646,111 903,893 1,490,380 1,264,565 11,179,613 $16,484,563 $ 281,609 $ 1,646,111 903,893 1,389,513 1,224,098 17,080,588 $22,244,205 281,609 $ $ – – 100,867 40,466 (5,900,975) $(5,759,642) – $ * The value of assets and liabilities arising from derivatives is shown as a net value, and the amount in parentheses represents a net liability position. Notes: 1. Methods to determine the estimated fair value of financial instruments and other matters related to securities and derivative transactions Assets (a) Cash and deposits The carrying values of cash and deposits approximate fair value because of their short maturities. (b) Notes and accounts receivable (c) Supplementary explanation of the estimated fair value of financial instruments The carrying values of notes and accounts receivable approximate fair value because of their short maturities. The fair value of financial instruments is based on their quoted market price, if available. When there is no quoted market price available, fair value is reasonably estimated. Since various assumptions and factors are reflected in estimating the fair value, different assumptions and factors could result in different fair value estimates. In addition, the notional amounts of derivatives presented in Note 17 “Derivatives and hedging activities” are not necessarily indicative of the actual market risk involved in derivative transactions. Estimated fair value of financial instruments The carrying values of financial instruments on the consolidated balance sheet at March 31, 2021 and 2020, and their estimated fair values, are shown in the following tables. The following tables do not include financial instruments for which fair value cannot be reliably determined (Please refer to Note 2 below). As of March 31, 2021 Assets: Cash and deposits Notes and accounts receivable Marketable securities and investment securities Total assets Liabilities: Accounts payable Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total liabilities Derivatives* As of March 31, 2020 Assets: Cash and deposits Notes and accounts receivable Marketable securities and investment securities Total assets Liabilities: Accounts payable Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total liabilities Derivatives* 138 Carrying value ¥ 464,739 107,573 609,492 ¥1,181,804 ¥ 182,241 100,070 165,000 140,000 1,237,695 ¥1,825,006 31,177 ¥ Carrying value ¥ 109,447 98,944 214,279 ¥ 422,670 ¥ 196,391 429 185,000 140,000 500,957 ¥1,022,777 (20,664) ¥ Yen (Millions) Fair value ¥ 464,739 107,573 612,553 ¥1,184,865 ¥ 182,241 100,070 153,833 135,520 1,890,992 ¥2,462,656 31,177 ¥ Yen (Millions) Fair value ¥ 109,447 98,944 216,849 ¥ 425,240 ¥ 196,391 429 183,874 135,415 501,213 ¥1,017,322 (20,664) ¥ Differences ¥ – – 3,061 ¥ 3,061 ¥ – – 11,167 4,480 (653,297) ¥(637,650) – ¥ Differences ¥ – – 2,570 ¥2,570 ¥ – – 1,126 4,585 (256) ¥5,455 – ¥ (c) Marketable securities and investment securities The fair values of marketable and investment securities are measured at the quoted market price of the stock exchange for the equity instru- ments, and at the quoted price obtained from financial institutions for certain debt instruments. The information on the fair values of marketable and investment securities by classification is included in Note 5 “Marketable securities and investment securities” of the notes to the consolidated financial statements. Liabilities (a) Accounts payable The carrying values of accounts payable approximate fair value because of their short maturities. (b) Short-term loans The carrying values of short-term loans approximate fair value because of their short maturities. (c) Bonds The fair value of bonds issued by the Company is measured at the present value of the total of principal and interest discounted by an interest rate determined by taking into account the remaining period of each bond and current credit risk. (d) Long-term loans The fair values of long-term loans are determined by discounting the cash flows related to the debt at the Group’s assumed corporate borrowing rate. 2. Financial instruments for which it is extremely difficult to determine the fair value As of March 31, 2021 Unlisted stocks Yen (Millions) 2021 ¥21,418 2020 ¥23,076 U.S. dollars (Thousands) 2021 $193,463 Because no quoted market price is available and the fair value cannot be reliably determined, the above financial instruments are not included in the fair value tables above. 3. The redemption schedule for receivables and available-for-sale and held-to-maturity securities with maturities at March 31, 2021 and 2020 is summarized as follows: As of March 31, 2021 Deposits Notes and accounts receivable Held-to-maturity bonds Other securities with maturities Total Due in one year or less ¥ 464,010 107,573 – 500,980 ¥1,072,563 Yen (Millions) Due after one year through five years Due after five years through ten years Due after ten years ¥ – – – 2,837 ¥2,837 ¥ – – – 2,222 ¥2,222 ¥ – – 1,855 – ¥1,855 139 Financial / Data Section Notes to Consolidated Financial Statements As of March 31, 2020 Deposits Notes and accounts receivable Held-to-maturity bonds Other securities with maturities Total As of March 31, 2021 Deposits Notes and accounts receivable Held-to-maturity bonds Other securities with maturities Total Due in one year or less ¥108,572 98,944 – 129,200 ¥336,716 Due in one year or less $4,191,220 971,664 – 4,525,155 $9,688,040 Yen (Millions) Due after one year through five years Due after five years through ten years Due after ten years ¥ – – – 5,299 ¥5,299 ¥ – – – 2,025 ¥2,025 ¥– – – – ¥– U.S. dollars (Thousands) Due after one year through five years Due after five years through ten years $ – – – 25,625 $25,625 $ – – – 20,070 $20,070 Due after ten years $ – – 16,755 – $16,755 4. The redemption schedule for bonds, loans, and other interest-bearing liabilities at March 31, 2021 and 2020 is summarized as follows: As of March 31, 2021 Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total As of March 31, 2020 Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total As of March 31, 2021 Short-term loans Bonds Convertible bonds with stock acquisition rights Long-term loans Total 17. Derivatives and hedging activities Due in one year or less ¥100,070 – – 69,443 ¥169,513 Yen (Millions) Due after one year through five years Due after five years through ten years ¥ – 60,000 140,000 290,219 ¥490,219 ¥ – 40,000 – 272,127 ¥312,127 Due in one year or less Due after one year through five years Due after five years through ten years Yen (Millions) ¥ 429 20,000 – 84,057 ¥104,486 ¥ – 30,000 140,000 228,056 ¥398,056 ¥ – 70,000 – 138,900 ¥208,900 ¥ Due after ten years – 65,000 – 605,906 ¥670,906 ¥ Due after ten years – 65,000 – 49,944 ¥114,944 U.S. dollars (Thousands) Due in one year or less $ 903,893 – – Due after one year through five years $ – 541,956 1,264,565 Due after five years through ten years $ – 361,304 – $ Due after ten years – 587,119 – 627,251 2,621,434 2,458,016 5,472,911 $1,531,144 $4,427,955 $2,819,320 $6,060,030 The Group operates internationally and is exposed to the risk of fluctuations in foreign currency exchange rates, interest rates, and jet fuel prices. In order to manage these risks, the Group utilizes forward exchange contracts to hedge certain foreign currency transactions related to purchase commitments, principally of flight equipment, and foreign currency receivables and payables. Also, the Group utilizes interest rate swaps to minimize the impact of interest rate fluctuations related to outstanding debt. In addition, the Group also enters into a variety of swaps and options in its management of risk exposure related to jet fuel prices. The Group does not use derivatives for speculative or trading purposes. The Group has developed internal hedging guidelines to control various aspects of derivative transactions, including authorization levels and transaction volumes. The Group enters into derivative transactions in accordance with these internal guidelines. Derivative and hedging transac- tions initiated by respective operational departments have been examined by the accounting department and these transactions, including their measures and ratios, are generally monitored by management on a quarterly basis. Assessment of hedge effectiveness is examined at inception and, on an ongoing basis, periodically. The Group is also exposed to credit-related losses in the event of non-performance by counterparties in regard to derivative financial instruments; however, it is not expected that any counterparties will fail to meet their obligations, as the majority of the counterparties are internationally recognized financial institutions. Summarized below are the notional amounts and estimated fair values of the derivative financial instruments outstanding at March 31, 2021 and 2020 for which hedged accounting has been applied. (a) Derivative transactions to which hedge accounting is not applied (1) Currency-related transactions As of March 31, 2021 Forward foreign exchange contracts: Sell: Buy: Total As of March 31, 2020 Forward foreign exchange contracts: Sell: Buy: Total As of March 31, 2021 Forward foreign exchange contracts: Sell: Buy: Total (2) Commodity-related transactions USD EUR Other USD EUR Other USD EUR Other USD EUR Other USD EUR Other USD EUR Other As of March 31, 2021 C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: Sell: Buy: Total Crude oil (Put) Crude oil (Call) Yen (Millions) Notional amount Total Maturing after one year Fair value ¥– – – – – – ¥– ¥– – – – – – ¥– ¥– – – – – – ¥– Yen (Millions) Notional amount Total Maturing after one year Fair value ¥ – – – 102 – – ¥102 ¥ – – – 102 – – ¥102 ¥– – – 0 – – ¥0 U.S. dollars (Thousands) Notional amount Total Maturing after one year Fair value $– – – – – – $– $– – – – – – $– $– – – – – – $– Yen (Millions) Notional amount Total Maturing after one year Fair value ¥– – – – ¥– ¥– – – – ¥– ¥– – – – ¥– Yen (Millions) Notional amount Total Maturing after one year Fair value As of March 31, 2020 C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: Sell: Buy: Total Crude oil (Put) Crude oil (Call) ¥1,002 430 555 ¥1,988 ¥– – – ¥– ¥(423) (98) (53) ¥(576) 140 141 Financial / Data Section Notes to Consolidated Financial Statements As of March 31, 2021 C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: Sell: Buy: Total Crude oil (Put) Crude oil (Call) (b) Derivative transactions to which hedge accounting is applied (1) Currency-related transactions As of March 31, 2021 F orward foreign exchange contracts for accounts receivable, accounted for by the deferral method: Sell: F orward foreign exchange contracts for accounts payable, accounted for by the deferral method: Buy: USD EUR Other USD EUR Other C urrency option contracts for accounts payable, accounted for by the deferral method: Sell: Buy: F orward foreign exchange contracts, accounted for as USD (Put) USD (Call) part of accounts receivable: Sell: F orward foreign exchange contracts, accounted for as part of accounts payable: Buy: C urrency swap contracts for accounts payable, accounted for as part of accounts payable: Receive/USD and pay/JPY Total USD EUR Other USD EUR Other U.S. dollars (Thousands) Notional amount Total Maturing after one year Fair value $– – – $– $– – – $– $– – – $– Yen (Millions) Notional amount Total Maturing after one year Fair value ¥ 56 30 – 364,685 103 0 48,186 53,145 82 10 – 7,279 2,772 0 ¥ – – – 195,023 – – 31,039 34,181 – – – – – – ¥ (1) 0 – 22,562 8 0 (421) 2,667 (*) (*) (*) (*) (*) (*) – ¥476,352 – ¥260,244 (*) ¥24,815 As of March 31, 2020 F orward foreign exchange contracts for accounts receivable, accounted for by the deferral method: Sell: F orward foreign exchange contracts for accounts payable, accounted for by the deferral method: Buy: C urrency option contracts for accounts payable, accounted for by the deferral method: Sell: Buy: F orward foreign exchange contracts, accounted for as part of accounts receivable: Sell: F orward foreign exchange contracts, accounted for as part of accounts payable: Buy: C urrency swap contracts for accounts payable, accounted for as part of accounts payable: Receive/USD and pay/JPY Total As of March 31, 2021 F orward foreign exchange contracts for accounts receivable, accounted for by the deferral method: Sell: F orward foreign exchange contracts for accounts payable, accounted for by the deferral method: Buy: USD EUR Other USD EUR Other USD (Put) USD (Call) USD EUR Other USD EUR Other USD EUR Other USD EUR Other C urrency option contracts for accounts payable, accounted for by the deferral method: Sell: Buy: F orward foreign exchange contracts, accounted for as USD (Put) USD (Call) part of accounts receivable: Sell: F orward foreign exchange contracts, accounted for as part of accounts payable: Buy: C urrency swap contracts for accounts payable, accounted for as part of accounts payable: Receive/USD and pay/JPY Total USD EUR Other USD EUR Other Yen (Millions) Notional amount Total Maturing after one year Fair value ¥ 418 – – 359,747 500 16 46,402 51,225 217 – 6 9,469 110 1 ¥ – – – 143,267 – – 30,696 33,896 – – – – – – ¥ (1) – – 11,983 (4) (1) (978) 2,163 (*) (*) (*) (*) (*) (*) – ¥468,115 – ¥207,861 (*) ¥13,162 U.S. dollars (Thousands) Notional amount Total Maturing after one year Fair value $ 505 270 – 3,294,056 930 0 435,245 480,037 740 90 – 65,748 25,038 2 $ – – – 1,761,566 – – 280,363 308,743 – – – – – – $ (9) (1) – 203,793 72 0 (3,802) 24,089 (*) (*) (*) (*) (*) (*) – $4,302,700 – $2,350,681 (*) $224,144 Note: Calculation of fair value is based on the data obtained from financial institutions. (*) The estimated fair value of forward foreign exchange contracts is included in the estimated fair value of accounts payable, as the amounts in such derivative contracts accounted for as part of accounts receivable and payable are aggregated with the receivables and payables denominated in foreign currencies that are subject to hedge accounting. See Note 16 “Financial instruments and related disclosures” for additional information. 142 143 Financial / Data Section Notes to Consolidated Financial Statements (2) Interest-related transactions As of March 31, 2021 Interest rate swap hedging long-term loans: Receive/floating and pay/fixed As of March 31, 2020 Interest rate swap hedging long-term loans: Receive/floating and pay/fixed As of March 31, 2021 Interest rate swap hedging long-term loans: Receive/floating and pay/fixed Yen (Millions) Notional amount Total Maturing after one year Fair value ¥53,413 ¥35,608 (*) Yen (Millions) Notional amount Total Maturing after one year Fair value ¥82,333 ¥53,413 (*) U.S. dollars (Thousands) Notional amount Total Maturing after one year Fair value $482,458 $321,633 (*) (*) Interest rate swap contracts are used as hedges and meet specific matching criteria, the net amount to be paid or received under the interest rate swap contract is added to or deducted from the interest on the long-term loans. The estimated fair value of interest rate swap contracts is included in the estimated fair value of long-term loans. (3) Commodity-related transactions As of March 31, 2021 Total Maturing after one year Fair value Yen (Millions) Notional amount C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: ¥ 50,519 ¥23,618 ¥5,063 Sell: Buy: Total Crude oil (Put) Crude oil (Call) 26,806 35,258 ¥112,584 12,045 16,211 ¥51,875 Yen (Millions) (281) 1,579 ¥6,362 As of March 31, 2020 C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: Notional amount Total Maturing after one year Fair value ¥ 69,132 ¥27,452 ¥(24,304) Sell: Buy: Total Crude oil (Put) Crude oil (Call) 33,120 42,798 ¥145,051 15,468 20,103 ¥63,025 (7,229) (1,717) ¥(33,250) As of March 31, 2021 Total Maturing after one year Fair value U.S. dollars (Thousands) Notional amount C ommodity (crude oil) swap contracts for accounts payable, accounted for by the deferral method: Receive/floating and pay/fixed C ommodity (crude oil) option contracts, accounted for by the deferral method: $ 456,318 $213,332 $45,732 Sell: Buy: Total Crude oil (Put) Crude oil (Call) 242,128 318,471 $1,016,927 108,797 146,427 $468,566 (2,538) 14,262 $57,465 Note: The calculation of fair value is based on the data obtained from financial institutions. 18. Segment information (a) Description of reportable segments The reportable segments of the Company and its consolidated subsidiaries are components for which discrete financial information is available and whose operating results are regularly reviewed by the Executive Committee to make decisions about resource allocation and to assess performance. The Group’s reportable segments are categorized under “Air Transportation,” “Airline Related,” “Travel Services,” and “Trade and Retail.” The “Air Transportation” segment conducts domestic and international passenger operations, cargo and mail operations, and other transporta- tion services. The “Airline Related” segment conducts air transportation-related operations, such as airport passenger and ground handling services and maintenance services. The “Travel Services” segment conducts operations centering on the development and sales of travel plans. It also conducts planning and sales of branded travel packages using air transportation. The “Trade and Retail” segment conducts mainly import and export operations of goods related to air transportation and is involved in in-store and non-store retailing. (b) Methods of measurement for the amounts of sales, profit, assets, and other items for each reportable segment The accounting policies of the reportable segments are substantially the same as those described in Note 3 “Summary of significant accounting policies.” Segment performance is evaluated based on operating income or loss. Intersegment sales and transfers are based on current market prices. (c) Information about sales, profit, assets, and other items Yen (Millions) Reportable Segments As of and for the year ended March 31, 2021 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit (loss) Segment assets Other items: Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets Air Transportation ¥ 571,709 32,305 ¥ 604,014 ¥ (447,894) 2,935,753 168,952 2,001 151,196 Airline Related Travel Services Trade and Retail Subtotal ¥ 36,162 185,977 ¥222,139 ¥ 3,691 141,530 5,073 – 1,564 ¥39,453 5,597 ¥45,050 ¥ (5,084) 31,681 516 – 134 ¥68,883 11,075 ¥79,958 ¥ (4,282) 52,548 1,367 114 1,202 ¥ 716,207 234,954 ¥ 951,161 ¥ (453,569) 3,161,512 175,908 2,115 154,096 As of and for the year ended March 31, 2021 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit (loss) Segment assets Other items: Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets Reportable Segments Other Total Adjustments Consolidated Yen (Millions) ¥12,476 24,167 ¥36,643 (34) ¥ 24,930 444 – 974 ¥ 728,683 259,121 ¥ 987,804 ¥ (453,603) 3,186,442 176,352 2,115 155,070 ¥ – (259,121) ¥(259,121) ¥ (11,171) 21,441 – – 1,640 ¥ 728,683 – ¥ 728,683 ¥ (464,774) 3,207,883 176,352 2,115 156,710 Notes: 1. “Other” refers to all business segments that are not included in the reportable segments, such as facility management, business support, and other operations. 2. Adjustments are as follows: (a) Adjustments to segment profit or loss consist of corporate expenses. (b) Adjustments to segment assets consist of long-term investments (investment securities and stocks of subsidiaries and affiliates) in consolidated subsidiaries of ¥175,565 million and eliminations of intersegment transactions of ¥(154,124) million. (c) Adjustments to increase in property and equipment and intangible assets mainly consist of the elimination of intersegment transactions. 3. Segment profit or loss is reconciled to operating loss on the consolidated statement of operations. Yen (Millions) Reportable Segments As of and for the year ended March 31, 2020 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit Segment assets Other items: Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets Air Transportation ¥1,658,763 78,974 ¥1,737,737 ¥ 49,550 2,305,293 168,296 3,889 343,476 Airline Related Travel Services Trade and Retail Subtotal ¥ 49,804 249,629 ¥299,433 ¥ 18,144 147,275 5,323 3 6,200 ¥134,759 9,237 ¥143,996 ¥ 1,393 42,405 553 – 258 ¥115,269 29,481 ¥144,750 ¥ 2,909 57,219 1,305 114 2,250 ¥1,958,595 367,321 ¥2,325,916 ¥ 71,996 2,552,192 175,477 4,006 352,184 144 145 Financial / Data Section Notes to Consolidated Financial Statements As of and for the year ended March 31, 2020 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit Segment assets Other items: Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets Reportable Segments Other Total Adjustments Consolidated Yen (Millions) ¥15,621 28,602 ¥44,223 ¥ 3,526 25,276 262 – 141 ¥1,974,216 395,923 ¥2,370,139 75,522 ¥ 2,577,468 175,739 4,006 352,325 ¥ – (395,923) ¥(395,923) ¥ (14,716) (17,315) – – (964) ¥1,974,216 – ¥1,974,216 ¥ 60,806 2,560,153 175,739 4,006 351,361 Notes: 1. “Other” refers to all business segments that are not included in the reportable segments, such as facility management, business support, and other operations. 2. Adjustments are as follows: (a) Adjustments to segment profit consist of the elimination of intersegment transactions of ¥(9,979) million and corporate expenses of ¥(4,734) million. (b) Adjustments to segment assets consist of long-term investments (investment securities and stocks of subsidiaries and affiliates) in consolidated subsidiaries of ¥157,553 million and eliminations of intersegment transactions of ¥(174,868) million. (c) Adjustments to increase in property and equipment and intangible assets mainly consist of the elimination of intersegment transactions. 3. Segment profit is reconciled to operating income on the consolidated statement of operations. As of and for the year ended March 31, 2021 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit (loss) Segment assets Other items: Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets Air Transportation $ 5,164,023 291,798 $ 5,455,821 $(4,045,650) 26,517,505 1,526,077 18,074 1,365,694 As of and for the year ended March 31, 2021 Operating revenues: Operating revenues from external customers Intersegment revenues or transfers Total Segment profit (loss) Segment assets Other items: U.S. dollars (Thousands) Reportable Segments Airline Related Travel Services Trade and Retail Subtotal $ 326,637 1,679,857 $2,006,494 33,339 $ 1,278,384 45,822 – 14,126 $356,363 50,555 $406,918 $ (45,921) 286,162 4,660 – 1,210 $622,193 100,036 $722,229 $ (38,677) 474,645 12,347 1,029 10,857 $ 6,469,216 2,122,247 $ 8,591,464 $ (4,096,910) 28,556,697 1,588,907 19,103 1,391,888 U.S. dollars (Thousands) Reportable Segments Other Total Adjustments Consolidated $112,690 218,291 $330,981 $ (307) 225,182 $ 6,581,907 2,340,538 $ 8,922,446 $ (4,097,217) 28,781,880 $ – (2,340,538) $(2,340,538) (100,903) $ 193,668 $ 6,581,907 – $ 6,581,907 $ (4,198,121) 28,975,548 Depreciation and amortization Amortization of goodwill Increase in property and equipment and intangible assets 4,010 – 8,797 1,592,918 19,103 1,400,686 – – 14,813 1,592,918 19,103 1,415,499 Notes: 1. “Other” refers to all business segments that are not included in the reportable segments, such as facility management, business support, and other operations. 2. Adjustments are as follows: (a) Adjustments to segment profit or loss consist of corporate expenses. (b) Adjustments to segment assets consist of long-term investments (investment securities and stocks of subsidiaries and affiliates) in consolidated subsidiaries of $1,585,809 thousand and eliminations of intersegment transactions of $(1,392,141) thousand. (c) Adjustments to increase in property and equipment and intangible assets mainly consist of the elimination of intersegment transactions. 3. Segment profit or loss is reconciled to operating loss on the consolidated statement of operations. (d) Information about geographical areas Net sales to third parties by countries or areas grouped according to geographical classification for the years ended March 31, 2021 and 2020 are summarized as follows: Japan Overseas Total Notes: 1. “Overseas” consists substantially of the Americas, Europe, China, and Asia. 2. Net sales of “Overseas” represents sales made in countries or areas other than Japan. Yen (Millions) 2021 ¥546,616 182,067 ¥728,683 2020 ¥1,631,052 343,164 ¥1,974,216 U.S. dollars (Thousands) 2021 $4,937,367 1,644,539 $6,581,907 (e) Information about impairment loss on long-lived assets As of and for the year ended March 31, 2021 Impairment loss As of and for the year ended March 31, 2020 Impairment loss As of and for the year ended March 31, 2021 Impairment loss Air Transportation ¥73,742 Air Transportation ¥22,665 Air Transportation $666,082 Reportable Segments Yen (Millions) Airline Related ¥– Travel Services ¥1,172 Trade and Retail ¥661 Other ¥– Adjustments ¥– Total ¥75,575 Reportable Segments Yen (Millions) Airline Related ¥2,494 Travel Services ¥– Trade and Retail ¥– Other ¥– Adjustments ¥– Total ¥25,159 U.S. dollars (Thousands) Reportable Segments Airline Related $– Travel Services $10,586 Trade and Retail $5,970 Other $– Adjustments $– Total $682,639 (f) Information about amortization and the remaining balance of goodwill As of and for the year ended March 31, 2021 Amortization of goodwill Balance at the end of the fiscal year As of and for the year ended March 31, 2020 Amortization of goodwill Balance at the end of the fiscal year As of and for the year ended March 31, 2021 Amortization of goodwill Balance at the end of the fiscal year Reportable Segments Yen (Millions) Airline Related ¥– Travel Services ¥– Trade and Retail ¥114 Other ¥– ¥– ¥344 Reportable Segments Yen (Millions) Airline Related ¥3 Travel Services ¥– Trade and Retail ¥114 Other ¥– ¥– ¥458 U.S. dollars (Thousands) Reportable Segments Airline Related $– Travel Services $– Trade and Retail $1,029 Other $– $– $3,107 ¥– ¥– ¥– ¥– $– $– Air Transportation ¥ 2,001 ¥22,002 Air Transportation ¥ 3,889 ¥24,003 Air Transportation $ 18,074 $198,735 Adjustments ¥– ¥– Total ¥ 2,115 ¥22,346 Adjustments ¥– ¥– Total ¥ 4,006 ¥24,461 Adjustments $– $– Total $ 19,103 $201,842 19. Selling, general and administrative expenses The main components of selling, general and administrative expenses for the years ended March 31, 2021 and 2020 are as follows: Commissions Advertising Employees’ salaries and bonuses Provision of allowance for doubtful accounts Provision for accrued bonuses to employees Retirement benefit expenses Depreciation Outsourcing expenses Yen (Millions) 2021 ¥39,125 5,943 31,299 47 1,098 2,866 26,968 28,580 2020 ¥103,495 11,830 39,446 46 3,879 3,329 27,616 30,227 U.S. dollars (Thousands) 2021 $353,400 53,680 282,711 424 9,917 25,887 243,591 258,151 146 147 Financial / Data Section Notes to Consolidated Financial Statements 20. Amounts per share Amounts per share at and for the years ended March 31, 2021 and 2020 are as follows: Net assets per share Net (loss) income per share Yen 2021 ¥ 2,141.49 (1,082.04) 2020 ¥3,171.80 82.66 U.S. dollars 2021 $19.34 (9.77) Notes: 1. Net income per share assuming full dilution is not disclosed as the Company had no potentially dilutive shares outstanding during the years ended March 31, 2021 and 2020. 2. The basis for calculating net income per share is as follows: Year ended March 31 Net (loss) income attributable to common shareholders Amount not attributable to common shareholders Net (loss) income attributable to common stock Weighted-average number of shares outstanding during the fiscal year (in thousands) 3. The basis for calculating net assets per share is as follows: As of March 31 Net assets Amounts deducted from total net assets: Non-controlling interests Net assets attributable to common stock at the end of the fiscal year Yen (Millions) 2021 ¥(404,624) – (404,624) 373,945 2020 ¥ 27,655 – 27,655 334,559 Yen (Millions) 2021 ¥1,012,320 2020 ¥1,068,870 U.S. dollars (Thousands) 2021 $(3,654,809) – (3,654,809) 373,945 U.S. dollars (Thousands) 2021 $9,143,889 (5,087) ¥1,007,233 (7,842) ¥1,061,028 (45,948) $9,097,940 N umber of shares of common stock at the end of the fiscal year used to determine net assets per share (in thousands) 470,342 334,519 470,342 The average number of shares of the Company held by the Trust for Delivery of Shares to Directors for the years ended March 31, 2021 and 2020 were 183 thousand and 173 thousand, respectively. The shares held by the trust were deducted from the weighted-average number of shares outstanding during each of the years ended March 31, 2021 and 2020. The number of shares of the Company held by the Trust for Delivery of Shares to Directors at March 31, 2021 and 2020 were 178 thousand and 209 thousand, respectively. The shares held by the trust were deducted from the number of shares of common stock at the end of each of the years ended March 31, 2021 and 2020, which were used to determine net assets per share. 21. Supplementary cash flow information A reconciliation of the difference between cash and deposits stated in the consolidated balance sheet at March 31, 2021 and 2020 and cash and cash equivalents in the consolidated statement of cash flows is as follows: Cash and deposits Time deposits with maturities of more than three months Marketable securities Marketable securities with maturities of more than three months Cash and cash equivalents 22. Impairment loss Yen (Millions) 2021 ¥ 464,739 (241,397) 500,980 (354,000) ¥ 370,322 2020 ¥109,447 (31,120) 129,200 (71,590) ¥135,937 U.S. dollars (Thousands) 2021 $ 4,197,805 (2,180,444) 4,525,155 (3,197,543) $ 3,344,973 The Group reviewed its long-lived assets for impairment for the years ended March 31, 2021 and 2020. As a result, the Group recognized impairment losses of ¥75,575 million ($682,639 thousand) and ¥25,159 million, included in other expenses, for the years ended March 31, 2021 and 2020, respectively. The details are as follows: For the year ended March 31, 2021 Application Assets expected to be sold Dormitory/company housing Business assets Location Tokyo Tokyo, Chiba Tokyo, Chiba, other Category Aircrafts, buildings, and other assets Land, buildings, and other assets S oftware, buildings, furniture and fixtures, and other assets Total Yen (Millions) U.S. dollars (Thousands) Impairment loss ¥71,344 2,159 2,072 ¥75,575 $644,422 19,501 18,715 $682,639 Note: The Group grouped its operating assets for impairment testing based on management accounting categories, and also grouped lease assets, assets to be disposed of by sale, and idle assets on an individual basis. Regarding the assets expected to be sold, in order to deal with the drastic decrease in air passenger demand due to COVID-19, we have decided to implement the “Changes to the ANA Group’s New Business Model”. Based on this model, we have retired some of the aircrafts and sold some of the training facilities to achieve the conversion of the cost structure. For this reason, the book value was reduced to the recoverable amount in the current consolidated fiscal year, and the reduced amount was recorded as an impairment loss of ¥71,344 million ($644,422 thousand) as an extraordinary loss (Business restructuring expense). Details are as follows: ¥66,524 million ($600,885 thousand) for aircrafts, ¥4,619 million ($41,721 thousand) for buildings, and ¥201 million ($1,815 thousand) for other assets. 148 The net selling price of the aircrafts is reasonably calculated based on our latest sales record, not the price assuming reuse as an aircraft, considering the impact of decrease in air passenger demand due to COVID-19. It is calculated by deducting the estimated processing cost from the estimated selling price. In addition, the net selling price of the training facility is calculated based on the real estate appraisal value using the sales comparison approach by an outside expert. Regarding the dormitory/company housing which are scheduled to be sold, the book value was reduced to the recoverable amount in the current consolidated fiscal year, and the reduced amount was recorded as an impairment loss of ¥2,159 million ($19,501 thousand) as an extraordinary loss. Details are as follows: ¥1,082 million ($9,773 thousand) for land, ¥1,064 million ($9,610 thousand) for buildings, and ¥13 million ($117 thousand) for other assets. Regarding business assets, the book value was reduced to the recoverable amount in the current consolidated fiscal year due to the decline in profitability, and the reduced amount was recorded as an extraordinary loss as an impairment loss of ¥2,072 million ($18,715 thousand). Details are as follows: ¥731 million ($6,602 thousand) for software, ¥627 million ($5,663 thousand) for buildings, ¥177 million ($1,598 thousand) for furniture and fixtures, and ¥537 million ($4,850 thousand) for other assets. The recoverable value of the assets expected to be sold is measured by the net selling price and calculated based on the estimated selling price. For business assets, among asset groups in which profit and loss resulting from operating activities continues to be negative, the book value is reduced to the recoverable value for assets for which the total amount of future cash flows before discount is less than the book value, and the amount is recorded as an extraordinary loss as an impairment loss. For the year ended March 31, 2020 Application Assets expected to be sold Location Miami, Florida Others Peach Aviation Limited Category Machinery, intangible assets, lease assets, and other assets Goodwill Total Yen (Millions) Impairment loss ¥ 2,494 22,665 ¥25,159 Note: The Group grouped its operating assets for impairment testing based on management accounting categories, and also grouped lease assets, assets to be disposed of by sale and idle assets on an individual basis. Business assets in Miami, Florida were written-down to recoverable amounts, based on the updated business plan. As a result, an impairment loss of ¥2,494 million was recognized. Details are as follows: ¥1,767 million for machinery, ¥693 million for lease assets, and ¥32 million for other assets. Also, goodwill for Peach Aviation Limited, a consolidated subsidiary of the Company, were written-down to recoverable amounts, based on their value in use. As a result, an impairment loss of ¥22,665 million was recognized. The recoverable amount of these assets was measured at its net selling price or their value in use. The net selling price is determined by estimates of selling cost and selling price. The value in use is calculated by discounting the future cash flows at discount rates of 11.5%. 23. Supplementary information for the consolidated statement of operations (a) Write-downs of inventories Inventories were valued using prices after write-downs of book value due to a decrease in net selling value. Write-downs of inventories included in cost of sales are as follows: Note: Figures in parentheses represent gains from the reversal of write-downs. (b) Other income (expenses), net Employment adjustment subsidy Compensation payments received Gain on sales of investment securities Valuation loss on investments in securities Other (*) Other, net (*) Yen (Millions) 2021 ¥4,172 2020 ¥1,181 U.S. dollars (Thousands) 2021 $37,684 Yen (Millions) 2021 ¥43,470 1,770 31 (8,384) 5,556 ¥42,443 2020 ¥ – 17,897 1,122 (853) (2,976) ¥15,190 U.S. dollars (Thousands) 2021 $392,647 15,987 280 (75,729) 50,185 $383,370 (*) “Commission fee” and “Loss on valuation of derivatives” included in “Other, net” under “Other income (expenses)” in the previous fiscal year have been presented separately in the current fiscal year, as the amounts are now material. To reflect this change in the presentation method, consolidated financial statements for the previous fiscal year have been reclassified. As a result, ¥14,567 million presented in “Other, net” under “Other income (expenses)” in the consolidated statement of operations for the previous fiscal year has been reclassified into ¥(20) million of “Commission fee” and ¥(603) million of “Loss on valuation of derivatives” and ¥15,190 million of “Other, net.” (c) Business restructuring expense The Group recorded business restructuring expense of ¥86,350 million ($779,965 thousand) for the current consolidated fiscal year. The main components include an impairment loss of ¥71,344 million ($644,422 thousand) related to the early retirement of aircraft implemented as part of the business restructuring, a loss on sales and disposal of fixed assets of ¥8,578 million ($77,481 thousand), and other items such as early retirement buyout payment. 149 Financial / Data Section Independent Auditor’s Report 150 151 Financial / Data Section Independent Auditor’s Report 152 153 Financial / Data Section Independent Auditor’s Report 154 155 Financial / Data Section Independent Auditor’s Report Joint Venture A joint business in the international airline industry between two or more airlines. Restrictions such as bilateral air agreements between countries and caps on foreign capital investments still exist in the international airline industry. Therefore, airlines form ATI-based joint ventures, instead of the commonly known methods used in other industries such as capital tie-ups and M&As, etc. By forming joint ventures, airlines in the same global alliance are able to offer travelers a broader, more flexible network along with less expensive fares, thus strengthening their compet- itiveness against other alliances (or joint ventures). Full Service Carrier (FSC) An airline company that serves a wide range of markets based on a route network that includes code-sharing connecting demand. FSCs offer multiple classes of seats and provide in-flight food and beverages that are included in advance in the fare paid. FSCs are also called network carriers or legacy carriers when compared with low cost carriers (LCCs). Low Cost Carrier (LCC) An airline that provides air transportation services at low fares based on a low-cost system that includes using a single type of aircraft, charging for in-flight services, and simplifying sales. Fundamentally, LCCs operate frequent short- and medium-haul point-to-point flights (flights between two locations). Maintenance, Repair, and Overhaul (MRO) Business A business that is contracted to provide aircraft maintenance services using its own maintenance crew and other personnel, along with dedicated facilities. Services include the maintenance, repair, and overhaul of aircraft and other equipment owned by airlines. Glossary Passenger Business Terms Available Seat-Kilometers (ASK) A unit of passenger transport capacity, analogous to “production capacity.” Total number of seats x Transport distance (kilometers). Revenue Passenger-Kilometers (RPK) Total distance flown by revenue-paying passen- gers aboard aircraft. Revenue-paying passengers x Transport distance (kilometers). Load Factor Indicates the seat occupancy ratio (status of seat sales) as the ratio of revenue passenger- kilometers to available seat-kilometers. Revenue passenger-kilometers / Available seat-kilometers. Yield Unit revenues per revenue passenger-kilometer. Revenues / Revenue passenger-kilometers. Unit Revenues Quantitatively measures revenue management performance by showing unit revenues per available seat-kilometer (Revenues / Available seat-kilometers). Calculated as yield (Revenues / Revenue passenger-kilometers) x load factor (Revenue passenger-kilometers / Available seat-kilometers). Unit Cost Indicates cost per unit in the airline industry. Calculated as cost per available seat-kilometer. Revenue Management This management technique maximizes revenues by enabling the best mix of revenue-paying passengers through yield management that involves optimum seat sales in terms of optimum timing and price based on network and fare strategy. Optimizing Supply to Demand Involves flexibly controlling production capacity (available seat-kilometers) according to demand trends in ways such as increasing or decreasing the frequencies on routes and adjusting aircraft size. VFR (Visiting Friends and Relatives) Refers to travel for the purpose of visiting friends and relatives. Cargo Business Terms Available Ton-Kilometers (ATK) A unit of cargo transport capacity expressed as “production capacity.” Total cargo capacity (tons) x Transport distance (kilometers). Revenue Ton-Kilometers (RTK) Total distance carried by each revenue-paying cargo aboard aircraft. Revenue-paying cargo (tons) x Transport distance (kilometers). Freighter Dedicated cargo aircraft. Seats are removed from the cabin space where passengers would normally sit, and the space is filled with containers or palletized cargo. Belly The space below the cabin on passenger aircraft that is used to transport cargo. Airline Industry and Company Terms IATA The International Air Transport Association. Founded in 1945 by airlines operating flights primarily on international routes, functions include managing arrival and departure slots at airports and settling receivables and payables among airline companies. Approximately 290 airlines are IATA members. ICAO The International Civil Aviation Organization. A specialized agency of the United Nations created in 1944 to promote the safe and orderly develop- ment of international civil aviation. More than 190 countries are ICAO members. Star Alliance Established in 1997, Star Alliance was the first and is the world’s largest airline alliance. ANA became a member in October 1999. As of July 2021, 26 airlines from around the world are members. Code-Sharing A system in which airline alliance partners allow each other to add their own flight numbers on other partners’ scheduled flights. The frequent result is that multiple companies sell seats on one flight. Also known as jointly operated flights. Antitrust Immunity (ATI) Granting of advance approval for immunity from competition laws when airlines operating international routes cooperate on planning routes, setting fares, conducting marketing activities, or other areas, so that the airlines are not in violation of the competition laws of such countries. In Japan, the United States, and South Korea, the relevant department of transportation grants ATI based on an application (in countries other than these three, it is common for a bureau such as a fair trade commission to be in charge), but in the European Union the business itself performs a self-assessment based on the law. ATI approval is generally based on the two conditions that the parties do not have the power to control the market and approval will increase user convenience. 156 157 Financial / Data Section ANA-Operated International Routes Stockholm Stockholm Dusseldorf Dusseldorf London London Paris Paris Vienna Vienna Moscow Moscow Brussels Brussels Istanbul Istanbul Frankfurt Frankfurt Munich Munich Milano Milano Vladivostok Vladivostok Shenyang Shenyang Beijing Beijing Dalian Dalian Qingdao Qingdao Seoul Shanghai Wuhan Seoul Shanghai Wuhan Shenzhen Shenzhen Chengdu Hangzhou Chengdu Hangzhou Delhi Hong Kong Hong Kong Delhi Xiamen Taipei Xiamen Taipei Guangzhou Guangzhou Hanoi Hanoi Yangon Yangon Bangkok Bangkok Manila Manila Ho Chi Minh City Ho Chi Minh City Kuala Lumpur Kuala Lumpur Mumbai Mumbai Chennai Chennai Phnom Penh Phnom Penh Haneda Narita Haneda Narita Vancouver Vancouver Note: Including routes suspended due to COVID-19 Compilation by ANA HOLDINGS INC. (As of August 1, 2021) Seattle Seattle San Francisco San Francisco Chicago Chicago New York New York Los Angeles Los Angeles Washington, D.C. Washington, D.C. Honolulu Honolulu San Jose San Jose Houston Houston Mexico City Mexico City Osaka routes Dalian Beijing Qingdao Shanghai Hangzhou Hong Kong Singapore Singapore Jakarta Jakarta Peach Aviation-Operated Routes Sapporo (New Chitose) Niigata Osaka (Kansai) Perth Perth Sydney Sydney Haneda routes Narita routes Haneda / Narita routes Nagoya (Chubu) Fukuoka Seoul (Incheon) Nagasaki Miyazaki Kagoshima Shanghai Taipei (Taoyuan) Memanbetsu Kushiro Sendai Osaka (Kansai) Oita Tokyo (Narita) Tokyo (Haneda) Hong Kong Ishigaki Amami Oshima Kaohsiung Okinawa (Naha) Bangkok セブ 158 159 Financial / Data Section Market Data Environmental and Social Data Global Air Transportation Passenger Volume by Region Foreign Visitor Arrivals / Number of Japanese Overseas Travelers International Passenger Market RPK (Billions) 9,000 6,000 3,000 0 2015 2016 2017 2018 2019 2020 3,000 2,000 1,000 1,145 2,986 716 672 228 165 59 0 (CY) (Thousands) 32,000 24,000 20,509 18,686 16,000 8,000 0 2016 2017 2018 2019 2020 (FY) 242 306 For further information, Fact Book 2021 can be downloaded from the ANA Group corporate website in PDF format. https://www.ana.co.jp/group/en/investors/irdata/annual/ Environmental Fuel-Efficient Aircraft (No. / Ratio) CO2 Emissions (10,000 tons) 2,000 1,500 1,000 500 0 (Aircraft) 240 180 120 60 0 745 177.2 7.0 560.4 195 72.5 (%) 100 75 50 25 0 (FY) 2016 2017 2018 2019 2020 (FY) 2016 2017 2018 2019 2020 (Left) Total (Right) : Asia-Pacific : North America : Europe Foreign Visitor Arrivals Japanese Overseas Travelers Scope 1 Scope 2 Scope 3 (Left) Aircraft (Right) Ratio : Middle East : Latin America : Africa Source: International Air Transport Association (IATA), 2021 Source: Japan National Tourism Organization (JNTO), 2021 * Fiscal 2016–fiscal 2017: Scope 3, categories 6 and 7 calculated / Fiscal 2018: Scope 3, categories 2–4, 6, and 7, calculated / Fiscal 2019– : Scope 3, all categories calculated * ANA brand aircraft (jets) until fiscal 2018; ANA Group aircraft (jets) in fiscal 2019 and onward * Fuel-efficient aircraft: Boeing 777, 787, 737-700 and -800; Airbus A320neo and A321neo Number of Domestic Passengers and LCC Share ANA Domestic Passenger Business: ASK, RPK, and Number of Passengers Ratio of Female Managers / Ratio of Female Directors (ANA) Number of Employees Hired Overseas (ANA) Domestic Passenger Market Social Number of Passengers (Millions) 100 80 60 40 20 0 LCC Share (%) 11.0 15 12 9 6 3 0 (FY) (Millions) 80,000 60,000 40,000 20,000 0 (Thousands) 60,000 (%) 45,000 30,000 15,000 26,896 12,660 11,567 16 12 8 4 0 15.6 14.6 (People) 2,000 1,500 1,000 500 0 1,404 2016 2017 2018 2019 2020 0 (FY) 2017 2018 2019 2020 2021 (As of April 1 of each year) 2017 2018 2019 2020 2021 (As of March 31 of each year) 2016 2017 2018 2019 2020 (Left) Full Service Carriers LCC (Right) LCC Share (Left) RPK ASK (Right) Number of Passengers Ratio of Female Managers Ratio of Female Directors Source: Ministry of Land, Infrastructure, Transport and Tourism, fiscal 2020 International Cargo Market Global Freight Ton Carried by Region ANA International Cargo Operations: ATK and RTK Ratio of Employees with Disabilities (ANA) Ratio of Managers Hired Mid-Career / Ratio of Non-Japanese Managers* (ANA) (Thousand Tons) 80,000 60,000 40,000 20,000 0 28,000 21,000 14,000 7,000 0 57,529 20,509 18,686 9,907 5,650 1,818 960 (Millions) 8,000 6,000 4,000 2,000 0 4,588 3,251 (%) 3.0 2.0 1.0 0 2.80 2.3 (%) 10.0 7.5 5.0 2.5 0 9.9 3.5 2016 2017 2018 2019 2020 (CY) 2016 2017 2018 2019 2020 (FY) 2017 2018 2019 2020 2021(As of June 1 of each year) 2017 2018 2019 2020 2021 (As of March 31 of each year) (Left) Total (Right) : Asia-Pacific : North America : Europe ATK RTK : North America : Europe : China Ratio of Employees with Disabilities Legally Mandated Ratio Ratio of Managers Hired Mid-Career Ratio of Non-Japanese Managers : Middle East : Latin America : Africa : Asia / Oceania : Others Source: International Air Transport Association (IATA), 2021 Notes: 1. Figures for China include the Hong Kong routes. 2. Figures for Asia / Oceania include the Vladivostok routes. 3. Figures for Others include RFS (Road Feeder Service). 160 * Ratio of non-Japanese managers is calculated excluding TC1 (Americas region) as defined by the International Air Transport Association (IATA) 161 Financial / Data Section Social Data Human Resources Data (ANA) Number of employees (As of March 31 of each year) Number of employees hired overseas (as of March 31) Number of overseas managers hired locally (As of March 31 of each year) Average age of employees (As of March 31 of each year) Average years worked (As of March 31 of each year) Ratio of managers hired mid-career (as of March 31) Ratio of non-Japanese managers*1 (as of March 31) Ratio of female managers (As of April 1 of each year, excluding individuals 60 years old and over) Ratio of female directors (As of April 1 of each year) Unit People People People Years Years % % % % 2017 13,518 1,454 127 37.4 13.3 7.4 — 13.3 10.5 2018 13,982 1,475 135 37.4 13.8 9.2 — 13.9 10.0 2019 14,242 1,442 161 37.5 14.2 9.3 2.7 14.6 11.9 2020 14,830 1,464 157 38.0 13.6 9.4 2.9 15.2 13.3 2021 15,114 1,404 173 37.9 12.5 9.9 3.5 15.6 14.6 Number of employees on pregnancy or childcare leave / Male (As of March 31 of each year) Number of employees on nursing care leave (As of March 31 of each year) Ratio of employees with disabilities*2 (As of June 1 of each year) People People Work-related accidents (As of March 31 of each year) Ratio of employees with healthy BMI*3 (As of March 31 of each year) Male Female Ratio of employees that smoke (As of March 31 of each year) Male Female Employee obesity rate*4 (As of March 31 of each year) Male Female 545/13 587/19 629/20 645/29 643/27 14 2.38 109 69.1 69.8 19.4 4.0 14.9 1.2 15 2.49 82 70.2 72.0 19.1 3.9 15.7 1.3 16 2.57 111 72.9 72.6 17.2 3.7 11.1 1.4 10 2.68 69 72.5 73.0 16.7 3.1 12.9 1.0 11 2.80 25 67.7 70.1 14.5 2.6 8.2 1.7 % % % % % % % *1 Excluding TC1 (Americas region) as defined by the International Air Transport Association (IATA) *2 Total of ANA HOLDINGS INC., ANA, and qualified ANA Group companies (total of 11 companies including 1 special subsidiary) *3 Ratio of employees with BMI of 18.5%–25.0% *4 Changing calculation standards from 2018 Before 2017: Ratio of employees receiving guidance from designated healthcare professionals 2018 and later: Ratio of employees meeting criteria for metabolic syndrome See the following website for more details about the 37th Yen-Based Bond (Social Bond), issued in May 2019: https://www.anahd.co.jp/group/en/pr/201904/20190417.html Flight-Related Data (All Passenger Flights on ANA International and Domestic Services) (FY) In-service rate On-time departure rate*5 On-time arrival rate*5 *5 Delays of 15 minutes or less, excluding canceled flights Customer-Related Data (FY) Number of customer feedback reports [Breakdown by route type] Domestic International Other [Breakdown by report type] Complaint Compliment Comment / Request Other 162 Unit % % % 2016 98.9 87.6 85.4 2017 98.8 86.1 84.0 2018 98.2 88.4 86.5 2019 97.4 88.7 87.5 2020 43.5 97.3 96.8 Unit 2016 2017 2018 2019 73,892 114,273 105,723 117,628 % % % % % % % 48.3 37.4 14.3 43.4 16.8 21.5 18.3 56.0 40.1 3.9 41.1 18.5 20.8 19.5 62.4 34.8 2.7 45.8 19.8 16.5 17.8 59.5 37.9 2.7 42.3 21.1 16.6 20.1 2020 59,862 54.6 11.7 33.7 30.1 20.8 28.8 21.3 Environmental Data The following data is the environmental results related to the ANA Group. From fiscal 2019, we have also added the results of Peach Aviation. See the ANA Group corporate website for more: WEB https://www.ana.co.jp/group/en/csr/data/ Climate Change Countermeasures (FY) Carbon dioxide (CO2) emissions Total [Breakdown] Aircraft Passenger Cargo Ground equipment and vehicles Total [Breakdown by Scope] 10,000 tons Scope 1 Scope 2 Scope 3 Unit 2016 2017 2018 2019 2020 10,000 tons 1,126 1,161 1,156 1,246 1,114 1,058 56 11.8 1,127 1,148 1,097 50 13.5 1,162 1,118 1,152 8.3 0.4*1 9.2 0.4*1 1,143 1,098 45 13.2 1,306 1,147 8.9 150.4*2 1,233 1,196 37 12.6 1,682 1,237.3 8.4 436.4*3 Aircraft CO2 emissions per RTK kg-CO2 1.00 0.96 0.97 1.01 Total energy consumption Total Crude oil equipment: 10,000 kl [Breakdown] Aircraft energy Ground energy (non-aircraft operations) Ozone depletion (ANA only) Fluorocarbon [Breakdown] Aircraft Ground (non-aircraft operations) Halon [Breakdown] Aircraft Fuel-efficient aircraft*5 ANA Group (jet aircraft) Number of aircraft Ratio ANA Brand (jet aircraft) Number of aircraft Ratio kg Aircraft % Aircraft % *1 Fiscal 2016–fiscal 2017 Scope 3, categories 6 and 7 calculated, third-party certified. *2 Scope 3 data for fiscal 2018 is calculated in categories 2–4, 6, 7, and assured. *3 Scope 3 data for fiscal 2019 is calculated in all categories. *4 Calculated beginning fiscal 2020 *5 Boeing 777, 787, 737-700, -800, Airbus A320neo, and A321neo 434 428 5.5 8.8 — 29.4 155 62.8 155 66.0 448 441 6.5 5.3 — 5.0 162 60.4 162 69.5 567 558 490 68 9.3 745 560.4 7.0 177.2 1.25 219 214 4.8 2.9 254*4 446 439 6.4 9.4 — 480 474 6.3 2.7 — 28.8 31.7 20.5 183 65.3 183 75.9 199 70.3 199 81.2 195 72.5 192 83.1 See the following website for more details about the 36th Yen-Based Bond (Green Bond), issued in October 2018: https://www.anahd.co.jp/group/en/pr/201809/20180928.html Resource Savings (FY) Waste produced Total [Breakdown] 1,000 tons General waste (Cabin waste and sewage included) General waste (Ground waste included) Industrial waste Total paper consumption Total water consumption [Breakdown] Clean water Non-potable water 1,000 tons 10,000 kl Unit 2016 2017 2018 2019 2020 36.8 28.7 3.0 5.1 4.6 57.8 7.2 37.5 31.5 2.6 3.4 4.0 61.4 9.4 34.3 28.4 2.7 3.2 3.2 61.1 8.6 22.9 15.3 2.9 4.7 3.1 60.7 7.8 11.1 6.4 1.0 3.7 1.4 30.7 4.5 163 Financial / Data Section The ANA Group Profile Corporate Data (As of March 31, 2021) ANA HOLDINGS INC. Organization (As of July 1, 2021) General Meeting of Shareholders Internal Audit Division Board of Directors Chairman President & Chief Executive Officer Audit & Supervisory Board Members Audit & Supervisory Board Audit & Supervisory Board Members Office Group Management Committee Group ESG Management Promotion Committee Corporate Communications and Branding General Administration Corporate Sustainability Executive Secretariat Government & Industrial Affairs Legal & Insurance Human Resources Strategy D&I Promotion Group IT Management Digital Design Lab Corporate Planning Corporate Strategy Business Development Finance, Accounting Mid-haul LCC Preparatory Office Finance, Accounting & Investor Relations Business Management Facilities Planning Number of Subsidiaries and Affiliates (As of March 31, 2021) Operating segment of which, consolidated of which, equity method of which, equity method Total of subsidiaries Total of affiliates Air Transportation Airline Related Travel Services Trade and Retail Others Total 5 42 5 63 10 125 4 31 5 8 8 56 — — — — 1 1 3 5 3 2 29 42 1 2 1 — 9 13 Major Subsidiaries (As of March 31, 2021) Company name Amount of capital (¥ Millions) Ratio of voting rights holding (%) Principal business Air Transportation ALL NIPPON AIRWAYS CO., LTD. Air Japan Co., Ltd. ANA WINGS CO., LTD. Peach Aviation Limited Airline Related ANA Cargo Inc. Overseas Courier Service Co., Ltd. ANA Systems Co., Ltd. Travel Services ANA Sales Co., Ltd. Trade and Retail 25,000 50 50 7,515 100 100 80 100 ALL NIPPON AIRWAYS TRADING Co., Ltd. 1,000 Note: No specified wholly owned subsidiaries as of the end of the fiscal year under review 100.0 100.0 100.0 77.9 100.0 91.5 100.0 100.0 100.0 Air transportation Air transportation Air transportation Air transportation Cargo operations Express shipping business Innovation and operation of IT systems Planning and sales of travel packages, etc. Trading and retailing Corporate Profile Trade Name ANA HOLDINGS INC. Administrator of Register Date of Foundation December 27, 1952 of Shareholders Sumitomo Mitsui Trust Bank, Limited Head Office Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, (Stock Transfer Agency Department) 1-4-1, Marunouchi, Chiyoda-ku, Tokyo Number of Employees 46,580 (Consolidated) American Depositary Receipts Ratio (ADR:ORD): 5:1 Tokyo 105-7140, Japan Independent Auditor Deloitte Touche Tohmatsu LLC Paid-In Capital Fiscal Year-End Number of Shares of ¥467,601 million March 31 Common Stock Authorized: 510,000,000 shares* Issued: 484,293,561 shares Number of Shareholders 672,978 Stock Listing Tokyo Ticker Code 9202 * Amendments to the Articles of Incorporation were approved at the 76th Ordinary General Meeting of Shareholders held June 29, 2021, and the number of authorized shares was changed to 1,020,000,000. Exchange: OTC (Over-the-Counter) Symbol: ALNPY CUSIP: 032350100 Depositary: The Bank of New York Mellon 240 Greenwich Street New York, NY 10286, U.S.A. Tel: 1-201-680-6825 U.S. Toll Free: 1-888-269-2377 (888-BNY-ADRS) URL: https://www.adrbnymellon.com Scope of This Report High S t a k e h o d e r s ’ l p r i o r i t i e s Reported in this report Annual Report (PDF) https://www.ana.co.jp/group/en/investors/irdata/annual/ Reported on the website Management priorities High For Further Information (Website) Corporate Profile https://www.ana.co.jp/group/en/about-us/ Investor Relations https://www.ana.co.jp/group/en/investors/ Sustainability https://www.ana.co.jp/group/en/csr/ Fact Book 2021 Fact Book 2021 can be downloaded from the Company’s corporate website in PDF format. This document contains financial data and information on the domestic and international markets and LCC status. https://www.ana.co.jp/group/en/investors/irdata/annual/ Forward-Looking Statements This report contains statements based on the ANA Group’s current plans, estimates, strategies, and beliefs; all statements that are not statements of historical fact are forward- looking statements. These statements represent the judgments and hypotheses of the group’s management based on currently available information. Air Transportation Business, the group’s core business, involves government-mandated costs that are beyond the Company’s control, such as airport utilization fees and fuel taxes. In addition, conditions in the markets served by the ANA Group are subject to significant fluctuations. Factors that could affect actual results include, but are not limited to, economic trends, sharp changes in exchange rates, fluctuations in the price of crude oil, and disasters. Due to these risks and uncertainties, the group’s future performance may differ significantly from the contents of this report. Accordingly, there is no assurance that the forward-looking statements in this report will prove to be accurate. ANA HOLDINGS INC. Contact Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7140, Japan Investor Relations E-mail: ir@anahd.co.jp 164 165 Financial / Data Section Printed in Japan

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