Second Quarter Management s Discussion and Analysis of Results of Operations and Financial Condition

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1 Second Quarter 2018 Management s Discussion and Analysis of Results of Operations and Financial Condition July 27, 2018

2 TABLE OF CONTENTS 1. Highlights Introduction and Key Assumptions Overview Results of Operations Fleet Financial and Capital Management Financial Position Adjusted Net Debt Working Capital Consolidated Cash Flow Movements Capital Expenditures and Related Financing Arrangements Pension Funding Obligations Contractual Obligations Share Information Quarterly Financial Data Financial Instruments and Risk Management Accounting Policies Off-Balance Sheet Arrangements Related Party Transactions Risk Factors Controls and Procedures Non-GAAP Financial Measures Glossary

3 1. HIGHLIGHTS The financial and operating highlights for Air Canada for the periods indicated are as follows: (Canadian dollars in millions, except where indicated) Financial Performance Metrics Second quarter First six months (1) $ Change (1) $ Change Operating revenues 4,333 3, ,404 7, Operating income (66) (50) Income (loss) before income taxes (71) 314 (385) (255) 301 (556) Net income (loss) (77) 311 (388) (247) 298 (545) Adjusted pre-tax income (2) (66) (75) Adjusted net income (2) (112) (101) Operating margin % 5.2% 7.5% (2.3) pp 2.5% 3.5% (1.0) pp EBITDAR (excluding special items) (2) (35) 1,043 1,047 (4) EBITDAR margin (excluding special items) % (2) 14.9% 17.4% (2.5) pp 12.4% 13.9% (1.5) pp Unrestricted liquidity (3) 5,064 4, ,064 4, Net cash flows from operating activities ,964 1, Free cash flow (2) (13) 305 (318) (595) Adjusted net debt (2) 6,111 6,393 (282) 6,111 6,393 (282) Return on invested capital ( ROIC ) % (2) 13.7% 15.7% (2.0) pp 13.7% 15.7% (2.0) pp Leverage ratio (2) (0.3) (0.3) Diluted earnings (loss) per share ($0.28) $1.13 ($1.41) ($0.91) $1.07 ($1.98) Adjusted earnings per share diluted (2) $0.41 $0.82 ($0.41) $0.22 $0.59 ($0.37) Operating Statistics (4) % Change % Change Revenue passenger miles ( RPM ) (millions) 22,654 20, ,094 39, Available seat miles ( ASM ) (millions) 27,269 25, ,131 48, Passenger load factor % 83.1% 82.5% 0.5 pp 82.7% 81.4% 1.3 pp Passenger revenue per RPM ("Yield") (cents) Passenger revenue per ASM ("PRASM") (cents) Operating revenue per ASM (cents) Operating expense per ASM ("CASM") (cents) Adjusted CASM (cents) (2) (1.0) (0.3) Average number of full-time equivalent ( FTE ) employees (thousands) (5) Aircraft in operating fleet at period-end Average fleet utilization (hours per day) (2.0) (0.4) Seats dispatched (thousands) 15,713 14, ,645 29, Aircraft frequencies (thousands) Average stage length (miles) (6) 1,736 1, ,701 1, Fuel cost per litre (cents) Fuel litres (thousands) 1,370,194 1,300, ,652,032 2,493, Revenue passengers carried (thousands) (7) 12,535 11, ,189 22,

4 (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts. ROIC and leverage ratio as at June 30, 2017 have not been restated for the adoption of this new accounting standard. Refer to section 9 Accounting Policies of this MD&A for additional information. (2) Adjusted pre-tax income, adjusted net income, adjusted earnings per share diluted, EBITDAR (earnings before interest, taxes, depreciation, amortization, impairment and aircraft rent), EBITDAR margin, leverage ratio, free cash flow, ROIC and adjusted CASM are each non-gaap financial measures and adjusted net debt is an additional GAAP measure. Refer to sections 6 and 14 of this MD&A for descriptions of Air Canada s non-gaap financial measures and additional GAAP measures. As referenced in the table above, special items are excluded from Air Canada's reported EBITDAR calculations. Refer to section 4 of this MD&A for information on the special items. (3) Unrestricted liquidity refers to the sum of cash, cash equivalents, short-term investments and the amount of available credit under Air Canada s revolving credit facilities. At June 30, 2018, unrestricted liquidity was comprised of cash and short-term investments of $4,670 million and undrawn lines of credit of $394 million. At June 30, 2017, unrestricted liquidity was comprised of cash and short-term investments of $4,054 million and undrawn lines of credit of $439 million. (4) Except for the reference to average number of FTE employees, operating statistics in this table include third party carriers (such as Jazz Aviation LP ( Jazz ), Sky Regional Airlines Inc. ( Sky Regional ), Air Georgian Limited ( Air Georgian ) and Exploits Valley Air Services Ltd. ( EVAS )) operating under capacity purchase agreements with Air Canada. (5) Reflects FTE employees at Air Canada. Excludes FTE employees at third party carriers (such as Jazz, Sky Regional, Air Georgian and EVAS) operating under capacity purchase agreements with Air Canada. (6) Average stage length is calculated by dividing the total number of available seat miles by the total number of seats dispatched. (7) Revenue passengers are counted on a flight number basis (rather than by journey/itinerary or by leg) which is consistent with the IATA definition of revenue passengers carried. 2

5 2. INTRODUCTION AND KEY ASSUMPTIONS Second Quarter 2018 Management s Discussion and Analysis of In this Management s Discussion and Analysis of ( MD&A ), the Corporation refers, as the context may require, to Air Canada and/or one or more of Air Canada s subsidiaries, including its wholly-owned operating subsidiaries, Touram Limited Partnership, doing business as Air Canada Vacations ( Air Canada Vacations ) and Air Canada rouge LP, doing business as Air Canada Rouge ( Air Canada Rouge ). This MD&A provides the reader with a review and analysis, from the perspective of management, of Air Canada s financial results for the second quarter of This MD&A should be read in conjunction with Air Canada s interim unaudited condensed consolidated financial statements and notes for the second quarter of 2018, Air Canada s 2017 annual audited consolidated financial statements and notes and Air Canada s 2017 MD&A dated February 16, 2018 ( Air Canada s 2017 MD&A ). All financial information has been prepared in accordance with generally accepted accounting principles in Canada ( GAAP ), as set out in the CPA Canada Handbook Accounting ( CPA Handbook ), which incorporates International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ), except for any financial information specifically denoted otherwise. Air Canada s interim unaudited condensed consolidated financial statements for the second quarter of 2018 are based on the accounting policies consistent with those disclosed in Note 2 of Air Canada s 2017 annual consolidated financial statements, except for the adoption of accounting standard IFRS 15 Revenue from Contracts with Customers. Air Canada adopted this accounting standard effective January 1, 2018 with restatement of 2017 amounts. Refer to section 9 Accounting Policies of this MD&A for additional information. Except as otherwise noted, monetary amounts are stated in Canadian dollars. For an explanation of certain terms used in this MD&A, refer to section 15 Glossary of this MD&A. Except as otherwise noted or where the context may otherwise require, this MD&A is current as of July 26, Forward-looking statements are included in this MD&A. See Caution Regarding Forward-Looking Information below for a discussion of risks, uncertainties and assumptions relating to these statements. For a description of risks relating to Air Canada, refer to section 18 Risk Factors of Air Canada s 2017 MD&A and section 12 of this MD&A. Air Canada issued a news release dated July 27, 2018 reporting on its results for the second quarter of This news release is available on Air Canada s website at and on SEDAR s website at For further information on Air Canada s public disclosures, including Air Canada s Annual Information Form, consult SEDAR at CAUTION REGARDING FORWARD-LOOKING INFORMATION Air Canada s public communications may include forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements are included in this MD&A and may be included in other communications, including filings with regulatory authorities and securities regulators. Forward-looking statements may be based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, planned operations or future actions. Forward-looking statements are identified using terms and phrases such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, would, and similar terms and phrases, including references to assumptions. Forward-looking statements, by their nature, are based on assumptions, including those described herein and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including without limitation, our ability to successfully achieve or sustain positive net profitability or to realize our initiatives and objectives, industry, market, credit, economic and geopolitical conditions, energy prices, currency exchange, competition, our dependence on technology, cybersecurity risks, our ability to pay our indebtedness and secure financing, our ability to successfully implement appropriate strategic initiatives or reduce operating costs, war, terrorist acts, epidemic 3

6 diseases, airport user and related fees, high levels of fixed costs, liquidity, our dependence on key suppliers including regional carriers and Aimia Canada Inc., our success in transitioning from the Aeroplan program and launching our new loyalty program, casualty losses, employee and labour relations and costs, our ability to preserve and grow our brand, pension issues, environmental factors (including weather systems and other natural phenomena and factors arising from man-made sources), limitations due to restrictive covenants, insurance issues and costs, our dependence on Star Alliance, interruptions of service, changes in laws, regulatory developments or proceedings, pending and future litigation and actions by third parties and our ability to attract and retain required personnel, as well as the factors identified in Air Canada's public disclosure file available at and, in particular, those identified in section 18 Risk Factors of Air Canada s 2017 MD&A. The forward-looking statements contained or incorporated by reference in this MD&A represent Air Canada's expectations as of the date of this MD&A (or as of the date they are otherwise stated to be made) and are subject to change after such date. However, Air Canada disclaims any intention or obligation to update or revise any forwardlooking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations. KEY ASSUMPTIONS Assumptions were made by Air Canada in preparing and making forward-looking statements. As part of its assumptions, Air Canada assumes continued relatively modest Canadian GDP growth for the third quarter and full year Air Canada also expects that the Canadian dollar will trade, on average, at C$1.32 per U.S. dollar in the third quarter and at C$1.30 per U.S. dollar for the full year 2018 and that the price of jet fuel will average 80 CAD cents per litre in the third quarter and 78 CAD cents per litre for the full year INTELLECTUAL PROPERTY Air Canada owns or has rights to trademarks, service marks or trade names used in connection with the operation of its business. In addition, Air Canada s names, logos and website names and addresses are owned or licensed by Air Canada. Air Canada also owns or has the rights to copyrights that also protect the content of its products and/or services. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this MD&A may be listed without the, and TM symbols, but Air Canada reserves all rights to assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights. This MD&A may also include trademarks, service marks or trade names of other parties. Air Canada s use or display of other parties trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of Air Canada by, the trademark, service mark or trade name owners or licensees. 4

7 3. OVERVIEW Air Canada s principal objective is to become one of the world s top global airlines. In pursuing this goal, it focuses on continuous improvement in customer experience and employee engagement and creating value for shareholders by targeting four core priorities: Identifying and implementing cost reduction and revenue enhancing initiatives; Pursuing profitable international growth opportunities and leveraging competitive attributes to expand margins, in large part by increasing connecting traffic through its strategic international gateways in Toronto, Vancouver and Montreal, and growing and competing effectively in both the business and leisure market to and from Canada; Engaging customers by continuously enhancing their travel experience and providing a consistently high level of customer service, with additional emphasis on premium and business passengers and products; and Fostering positive culture change through employee engagement programs. This includes meaningful investments in training and other tools that support delivering exceptional customer experience and that also promote improved collaboration and an appreciation of how the airline and its talented employees can better work together in a supportive and enriching environment. Additional information on Air Canada s strategy can be found in section 4 Strategy of Air Canada s 2017 MD&A. Financial Summary The following is an overview of Air Canada s results of operations and financial position for the second quarter of 2018 compared to the second quarter of Record operating revenues of $4,333 million in the second quarter of 2018, an increase of $423 million or 11% from the second quarter of On capacity growth of 7.5%, record passenger revenues of $3,921 million increased $371 million or 10.4% from the second quarter of Operating expenses of $4,107 million in the second quarter of 2018, an increase of $489 million or 14% from the second quarter of CASM increased 5.6% from the second quarter of Adjusted CASM decreased 1.0% from the second quarter of 2017, better than the 0.5% to 1.5% increase projected in Air Canada s news release dated April 30, Air Canada s better than projected adjusted CASM performance was largely driven by the acceleration of aircraft lease extensions (mainly from the third quarter of 2018) which resulted in a decrease to maintenance provisions, the impact of cost reduction initiatives related to Air Canada s cost transformation program, and other operating expense reductions. Adjusted CASM is a non-gaap financial measure. Refer to section 14 Non-GAAP Financial Measures of this MD&A for additional information. Operating income of $226 million in the second quarter of 2018 compared to operating income of $292 million in the second quarter of EBITDAR of $646 million in the second quarter of 2018 compared to EBITDAR of $681 million in the second quarter of The airline reported a second quarter 2018 EBITDAR margin of 14.9% compared to an EBITDAR margin of 17.4% in the second quarter of Special items are excluded from all of Air Canada s reported EBITDAR calculations. Refer to section 4 of this MD&A for information on special items. EBITDAR is a non-gaap financial measure. Refer to section 14 Non-GAAP Financial Measures of this MD&A for additional information. 5

8 A net loss of $77 million or $0.28 per diluted share in the second quarter of 2018 versus net income of $311 million or $1.13 per diluted share in the second quarter of In the second quarter of 2018, the net loss included a loss on disposal of assets of $186 million related to the expected sale of 25 Embraer 190 aircraft and losses on foreign exchange of $25 million. In the second quarter of 2017, net income included gains on foreign exchange of $68 million and a gain of $26 million on the sale and leaseback of two Boeing 787 aircraft. Refer to section 4 Results of Operations of this MD&A for additional information. Adjusted net income of $114 million or $0.41 per diluted share in the second quarter of 2018 versus adjusted net income of $226 million or $0.82 per diluted share in the second quarter of Refer to section 14 Non-GAAP Financial Measures of this MD&A for additional information. At June 30, 2018, adjusted net debt of $6,111 million, a decrease of $5 million from December 31, An increase in long-term debt and finance lease balances of $889 million was largely offset by an increase in cash and short-term investment balances of $866 million and a decrease in capitalized operating lease balances of $28 million. Adjusted net debt is an additional GAAP measure. Refer to section 6.2 Adjusted Net Debt of this MD&A for additional information. Air Canada s leverage ratio (adjusted net debt to trailing 12-month EBITDAR) was 2.1 at June 30, 2018, unchanged from December 31, Leverage ratio is a non-gaap financial measure. Refer to section 6.2 Adjusted Net Debt of this MD&A for additional information. Net cash flows from operating activities of $853 million in the second quarter of 2018, an improvement of $24 million from the second quarter of Negative free cash flow of $13 million represented a decrease of $318 million from the second quarter of 2017 mainly due to Air Canada having received proceeds of $371 million from the sale and leaseback of aircraft in the second quarter of No such sale and leasebacks were effected in the second quarter of Return on invested capital ( ROIC ) for the 12 months ended June 30, 2018 of 13.7% compared to ROIC of 15.3% for the 12 months ended December 31, This decrease was mainly driven by lower adjusted net income and an increase in long-term debt as a result of Air Canada s fleet renewal strategy. ROIC is a non-gaap financial measure. Refer to section 14 Non-GAAP Financial Measures of this MD&A for additional information. 6

9 4. RESULTS OF OPERATIONS Second Quarter 2018 Management s Discussion and Analysis of The following table and discussion provides and compares results of Air Canada for the periods indicated: (Canadian dollars in millions, except per share figures) Operating revenues (1) Second Quarter First Six Months Change (1) Change $ % $ % Passenger $ 3,921 $ 3,550 $ $ 7,410 $ 6,670 $ Cargo Other Total revenues 4,333 3, ,404 7, Operating expenses Aircraft fuel ,789 1, Regional airlines expense Aircraft fuel Other ,168 1, Wages, salaries and benefits ,411 1, Airport and navigation fees Aircraft maintenance (6) (3) Depreciation, amortization and impairment Sales and distribution costs Ground package costs Aircraft rent (7) (5) (4) (2) Catering and onboard services Communications and IT Special items (30) (100) Other Total operating expenses 4,107 3, ,192 7, Operating income (66) (50) Non-operating income (expense) Foreign exchange gain (loss) (25) 68 (93) (137) 138 (275) Interest income Interest expense (84) (80) (4) (167) (159) (8) Interest capitalized 7 9 (2) Net financing expense relating to employee benefits Gain (loss) on financial instruments recorded at fair value (13) (16) 3 (25) (32) 7 (9) 7 (16) (8) 7 (15) Gain on sale and leaseback of assets - 26 (26) - 52 (52) Gain (loss) on debt settlements and modifications (1) - (1) Loss on disposal of assets (186) - (186) (186) - (186) Other (10) (6) (4) (18) (11) (7) Total non-operating income (expense) (297) 22 (319) (467) 39 (506) Income (loss) before income taxes (71) 314 (385) (255) 301 (556) Income tax (expense) recovery (6) (3) (3) 8 (3) 11 Net income (loss) $ (77) $ 311 $ (388) $ (247) $ 298 $ (545) Diluted earnings (loss) per share $ (0.28) $ 1.13 $ (1.41) $ (0.91) $ 1.07 $ (1.98) EBITDAR (2) $ 646 $ 681 $ (35) $ 1,043 $ 1,047 $ (4) Adjusted pre-tax income (2) $ 163 $ 229 $ (66) $ 91 $ 166 $ (75) Adjusted net income $ 114 $ 226 $ (112) $ 62 $ 163 $ (101) Adjusted earnings per share diluted (2) $ 0.41 $ 0.82 $ (0.41) $ 0.22 $ 0.59 $ (0.37) (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. (2) EBITDAR, adjusted pre-tax income, adjusted net income and adjusted earnings per share diluted are non-gaap financial measures. Refer to section 14 "Non-GAAP Financial Measures" of this MD&A for additional information. 7

10 System Passenger Revenues With the adoption of IFRS 15 Revenue from Contracts with Customers effective January 1, 2018, certain passenger and cargo related fees were reclassified from Other revenue to Passenger revenue and Cargo revenue on Air Canada s consolidated statement of operations, with restatement of 2017 amounts. This reclassification has no impact on total operating revenue. Concurrent with this change in presentation, Air Canada has revised the methodology used to calculate yield and PRASM. These measures are now based on total passenger revenues, with restatement of 2017 amounts on the same basis. In the second quarter of 2018, system passenger revenues of $3,921 million increased $371 million or 10.4% from the second quarter of 2017 on traffic growth of 8.2% and a yield improvement of 2.0%. On a stage-length adjusted basis, yield increased 3.4% when compared to the same quarter in Business cabin revenues, on a system-basis, increased $98 million or 13.7% from the second quarter of 2017 on traffic and yield growth of 10.3% and 3.1%, respectively. The table below provides passenger revenue by geographic region for the second quarter of 2018 and the second quarter of Passenger Revenue (Canadian dollars in millions) Second Quarter 2018 Second Quarter 2017 (1) $ Change % Change Canada $ 1,210 $ 1,135 $ U.S. transborder Atlantic 1, Pacific Other System $ 3,921 $ 3,550 $ (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. The table below provides year-over-year percentage changes in passenger revenues and operating statistics for the second quarter of 2018 versus the second quarter of Second Quarter 2018 versus Second Quarter 2017 (1) Passenger Revenue % Change Capacity (ASMs) % Change Traffic (RPMs) % Change Passenger Load Factor pp Change Yield % Change PRASM % Change Canada (0.5) U.S. transborder (0.1) Atlantic Pacific Other (2.4) (0.9) (3.7) System (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. 8

11 The table below provides year-over-year percentage changes in system passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. Year-over-Year by Quarter (% Change) System Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) 0.1 (0.2) Yield (1.4) PRASM (1.2) (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter system passenger revenues included: The 8.2% traffic increase which reflected traffic growth in all markets and included gains in the business and premium economy cabins. Consistent with the airline s objective of increasing global international-to-international connecting traffic through its major Canadian hubs (sixth freedom traffic), the traffic growth in the second quarter of 2018 reflected an increase in connecting traffic via Canada to international destinations. The 2.0% system yield increase which reflected: o o o o greater proportional growth of high-yielding business and premium economy passengers; growth in high-yielding local traffic, an improvement in the overall fare mix and increases in fares and carrier surcharges; an increase in ancillary revenues, including through advance seat selection/preferred seating fees and airport paid upgrades; and the introduction of an expanded suite of fare offerings on domestic and U.S. transborder services. These factors were partly offset by the following: o o an increase in average stage length of 2.4%, due to long-haul international expansion, which had the effect of reducing system yield by 1.4 percentage points; and an unfavourable currency impact of $25 million when compared to the second quarter of

12 In the first six months of 2018, system passenger revenues of $7,410 million increased $740 million or 11.1% from the first six months of The table below provides passenger revenue by geographic region for the first six months of 2018 versus the first six months of Passenger Revenue (Canadian dollars in millions) First Six Months 2018 First Six Months 2017 (1) $ Change % Change Canada $ 2,251 $ 2,118 $ U.S. transborder 1,712 1, Atlantic 1,721 1, Pacific 1, Other System $ 7,410 $ 6,670 $ (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. The table below provides year-over-year percentage changes in passenger revenues and operating statistics by geographic region for the first six months of 2018 versus the first six months of First Six Months 2018 versus First Six Months 2017 (1) Passenger Revenue % Change Capacity (ASMs) % Change Traffic (RPMs) % Change Passenger Load Factor pp change Yield % Change PRASM % Change Canada (0.4) U.S. transborder Atlantic Pacific Other (0.6) System (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. Components of the year-over-year change in system passenger revenues in the first six months of 2018 versus the first six months of 2017 included: The 9.7% traffic increase which reflected traffic growth in all markets and included gains in the business and premium economy cabins. The traffic growth in the first six months of 2018 reflected an increase in connecting traffic via Canada to international destinations. The 1.2% system yield increase which reflected: o o o greater proportional growth of high-yielding business and premium economy passengers; growth in high-yielding local traffic, an improvement in the overall fare mix and increases in fares and carrier surcharges; an increase in ancillary revenues, including through advance seat selection/preferred seating fees and airport paid upgrades; and 10

13 o the introduction of an expanded suite of fare offerings on domestic and U.S. transborder services. These factors were partly offset by the following: o o an increase in average stage length of 3.1%, due to long-haul international expansion, which had the effect of reducing system yield by 1.8 percentage points; and an unfavourable currency impact of $48 million when compared to the first six months of Domestic Passenger Revenues In the second quarter of 2018, domestic passenger revenues of $1,210 million increased $75 million or 6.6% from the second quarter of The table below provides year-over-year percentage changes in domestic passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. Canada Year-over-Year by Quarter (% Change) Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) 0.5 (0.4) 0.2 (0.3) (0.5) Yield PRASM (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter domestic passenger revenues included: The 2.6% traffic increase which reflected strong passenger demand on services within Canada as well as incremental connecting traffic to international destinations. The 3.9% yield increase which reflected yield improvements on all major domestic services, including gains in the business cabin as well as the launch of new fare categories on domestic services. In the first six months of 2018, domestic passenger revenues of $2,251 million increased $133 million or 6.3% from the first six months of 2017 on a yield improvement of 3.4% and traffic growth of 2.8%. 11

14 U.S. Transborder Passenger Revenues Second Quarter 2018 Management s Discussion and Analysis of In the second quarter of 2018, U.S. transborder passenger revenues of $865 million increased $71 million or 8.9% from the second quarter of The table below provides year-over-year percentage changes in U.S. transborder passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. U.S. transborder Year-over-Year by Quarter (% Change) Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) 0.7 (1.2) (0.1) Yield 0.3 (1.0) (0.7) PRASM 1.2 (2.4) (0.3) (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter U.S. transborder passenger revenues included: The 6.6% traffic increase which reflected traffic growth on all major U.S. transborder services and included gains in the business cabin. Strong passenger demand between Canada and the U.S. and growth of international-to-international connecting passenger flows from the U.S. were also contributing factors to the yield growth year-over-year. The 2.2% yield increase which reflected yield growth on all major U.S. transborder services with the exception of U.S. short-haul routes. The launch of new fare categories on U.S. transborder services contributed to the yield improvement year-over-year. An unfavourable currency impact of $12 million when compared to the second quarter of 2017 was a partly offsetting factor to the yield growth year-over-year. In the first six months of 2018, U.S. transborder passenger revenues of $1,712 million increased $125 million or 7.9% from the first six months of 2017 on traffic and yield growth of 6.7% and 1.2%, respectively. 12

15 Atlantic Passenger Revenues In the second quarter of 2018, Atlantic passenger revenues of $1,035 million increased $157 million or 17.8% from the second quarter of The table below provides year-over-year percentage changes in Atlantic passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. Atlantic Year-over-Year by Quarter (% Change) Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) Yield PRASM (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter Atlantic passenger revenues included: The 15.5% traffic increase which reflected traffic growth on most major Atlantic services and included gains in all cabins. The capacity growth was largely due to the launch of new services from Vancouver to France and Switzerland; from Toronto to Ireland, Portugal, Romania and Croatia; and from Montreal to Ireland, Romania and Portugal. The 1.9% yield increase which reflected yield improvements on all major Atlantic services and included an increase in carrier surcharges year-over-year. An increase in average stage length of 2.2% had the effect of reducing Atlantic yield by 1.3 percentage points. In the first six months of 2018, Atlantic passenger revenues of $1,721 million increased $289 million or 20.1% from the first six months of 2017 on traffic and yield growth of 16.3% and 3.3%, respectively. 13

16 Pacific Passenger Revenues In the second quarter of 2018, Pacific passenger revenues of $582 million increased $52 million or 9.9% from the second quarter of The table below provides year-over-year percentage changes in Pacific passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. Pacific Year-over-Year by Quarter (% Change) Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) (2.5) (0.6) Yield (6.0) (3.4) (0.2) (1.5) 4.0 PRASM (8.7) (4.0) (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter Pacific passenger revenues included: The 5.7% traffic increase which reflected traffic growth on all major Pacific services with the exception of services to Japan and Hong Kong where capacity was reduced year-over-year. The overall traffic increase included gains in the business and premium economy cabins. The 4.0% yield increase which reflected yield growth on all Pacific services. The yield improvement year-over-year was in large part due to an increase in carrier surcharges, particularly in Japan and Korea, and an improvement in the Pacific fare mix. In the first six months of 2018, Pacific passenger revenues of $1,093 million increased $116 million or 11.9% from the first six months of 2017 on traffic and yield growth of 10.4% and 1.4%, respectively. 14

17 Other Passenger Revenues In the second quarter of 2018, Other passenger revenues (from routes to and from the Caribbean, Mexico and Central and South America) of $229 million increased $16 million or 7.6% from the second quarter of The table below provides year-over-year percentage changes in Other passenger revenues and operating statistics for the second quarter of 2018 and each of the previous four quarters. Year-over-Year by Quarter (% Change) Other Q2 17 (1) Q3 17 (1) Q4 17 (1) Q1 18 Q2 18 Passenger revenues Capacity (ASMs) Traffic (RPMs) Passenger load factor (pp change) (0.6) 0.4 (2.4) Yield (0.9) PRASM (3.7) (1) To provide a more meaningful comparison, the year-over-year percentage comparisons from 2017 quarters to 2016 quarters are based on previously reported 2016 and 2017 amounts as 2016 amounts have not been restated for the adoption of IFRS 15. Components of the year-over-year change in second quarter Other passenger revenues included: The 8.6% traffic increase which reflected traffic growth on services to South America and on routes to traditional sun destinations. The traffic growth included gains in all cabins. The 0.9% yield decrease which mainly reflected a yield decline on services to South America and Mexico. Caribbean markets performed well in the second quarter of 2018, with yield growth when compared to the second quarter of In the first six months of 2018, Other passenger revenues of $633 million increased $77 million or 13.8% from the first six months of 2017 on traffic and yield growth of 12.9% and 0.9%, respectively. Cargo Revenues Cargo revenues of $200 million in the second quarter of 2018 and $368 million in the first six months of 2018 increased $32 million or 19.4% and $52 million and 16.6%, respectively, from the same periods in When compared to the 2017 periods, cargo traffic and yield increased 10.6% and 8.0%, respectively, in the second quarter of 2018, and 8.7% and 7.3%, respectively, in the first six months of The growth in traffic was in part due to the introduction of new international routes. In the second quarter and the first six months of 2018, the Atlantic and Pacific markets experienced particularly strong performances from both a traffic and yield perspective. 15

18 The table below provides cargo revenue by geographic region for the periods indicated. Cargo revenue (Canadian dollars in millions) Second Quarter (1) First Six Months Change Change (1) $ % $ % Canada $ 24 $ 20 $ $ 43 $ 38 $ U.S. transborder Atlantic Pacific Other System $ 200 $ 168 $ $ 368 $ 316 $ (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. Other Revenues Other revenues of $212 million in the second quarter of 2018 and $626 million in the first six months of 2018 increased $20 million or 10% and $60 million or 11%, respectively, from the same periods in These increases reflected growth in ground package revenues at Air Canada Vacations, primarily the result of higher passenger volumes. CASM and Adjusted CASM In the second quarter of 2018, CASM increased 5.6% and adjusted CASM decreased 1.0%. In the first six months of 2018, CASM increased 4.0% and adjusted CASM decreased 0.3%. The following table compares Air Canada s CASM and adjusted CASM for the periods indicated. (cents per ASM) Second Quarter (1) First Six Months Change (1) Change % % Aircraft fuel Regional airlines expense Aircraft fuel Other (0.02) (0.8) Wages and salaries (0.04) (1.9) (0.01) (0.7) Benefits Airport and navigation fees (0.04) (4.6) (0.03) (3.9) Aircraft maintenance (0.08) (9.5) (0.03) (3.0) Depreciation, amortization and impairment Sales and distribution costs (0.01) (1.1) (0.02) (2.7) Ground package costs Aircraft rent (0.06) (11.9) (0.04) (8.9) Catering and onboard services Communications and IT Special items (0.06) (100.0) Other (0.07) (4.2) CASM Remove: Aircraft fuel expense (2), ground package costs at Air Canada Vacations and special items (4.45) (3.55) (0.90) (25.4) (4.65) (4.02) (0.63) (15.9) Adjusted CASM (3) (0.11) (1.0) (0.03) (0.3) 16

19 (1) Air Canada adopted accounting standard IFRS 15 - Revenue from Contracts with Customers effective January 1, 2018 with restatement of 2017 amounts which are reflected in the table above. Refer to section 9 Accounting Policies of this MD&A for additional information. (2) Includes aircraft fuel expense related to regional airline operations. (3) Adjusted CASM is a non-gaap financial measure. Refer to section 14 Non-GAAP Financial Measures of this MD&A for additional information. Operating Expenses In the second quarter of 2018, operating expenses of $4,107 million increased $489 million or 14% from the second quarter of 2017 on capacity growth of 7.5%. In the second quarter of 2018, the favourable impact of a stronger Canadian dollar on foreign currency denominated operating expenses (mainly U.S. dollars), compared to the second quarter of 2017, decreased operating expenses by $47 million (comprised of $11 million relating to aircraft fuel expense and an aggregate of $36 million relating to non-fuel operating expenses). In the first six months of 2018, operating expenses of $8,192 million increased $902 million or 12% from the first six months of 2017 on capacity growth of 8.0%. In the first six months of 2018, the favourable impact of a stronger Canadian dollar on foreign currency denominated operating expenses (mainly U.S. dollars), compared to the first six months of 2017, decreased operating expenses by $123 million (comprised of $48 million relating to aircraft fuel expense and an aggregate of $75 million relating to non-fuel operating expenses). The more notable components of the year-over-year change in operating expenses are described below. Aircraft Fuel Expense In the second quarter of 2018, aircraft fuel expense (including fuel expense related to regional airline operations) amounted to $1,099 million, an increase of $302 million or 38% from the second quarter of This increase reflected higher jet fuel prices (before the impact of foreign exchange), which accounted for an increase of $272 million, and a higher volume of fuel litres consumed, which accounted for an increase of $43 million. These increases were partly offset by a favourable currency impact of $11 million and other factors of $2 million. In the first six months of 2018, aircraft fuel expense (including fuel expense related to regional airline operations) amounted to $2,038 million, an increase of $487 million or 31% from the first six months of This increase reflected higher jet fuel prices (before the impact of foreign exchange), which accounted for an increase of $443 million, and a higher volume of fuel litres consumed, which accounted for an increase of $98 million. These increases were partly offset by a favourable currency impact of $48 million and other factors of $6 million. Regional Airlines Expense Regional airlines expense of $742 million in the second quarter of 2018 and $1,417 million in the first six months of 2018 increased $94 million or 15% and $137 million or 11%, respectively, from the same periods in These increases primarily reflected an increase in aircraft fuel expense year-over-year, higher CPA rates versus the same periods of 2017, and increased flying, particularly in the first quarter of A favourable currency impact was a partly offsetting factor. The growth in CPA rates in the second quarter of 2018 was primarily driven by an increase in engine maintenance expense when compared to the second quarter of 2017, in large part due to a higher volume of maintenance activity. 17

20 The following table provides a breakdown of regional airlines expense for the periods indicated: (Canadian dollars in millions) Second Quarter First Six Months Change Change $ % $ % Capacity purchase fees $ 360 $ 314 $ $ 679 $ 622 $ 57 9 Aircraft fuel Airport and navigation Sales and distribution costs (2) (3) Depreciation, amortization and impairment Aircraft rent Other operating expenses Total regional airlines expense $ 742 $ 648 $ $ 1,417 $ 1,280 $ Wages, Salaries and Benefits Expense Wages and salaries expense of $533 million in the second quarter of 2018 and $1,048 million in the first six months of 2018 increased $28 million or 6% and $71 million or 7%, respectively, from the same periods in These increases were largely due to a higher number of full-time equivalent ( FTE ) employees, largely in support of the airline s international growth. A reduction in stock-based compensation expense, particularly in the second quarter of 2018, was a partly offsetting factor. Employee benefits expense of $178 million in the second quarter of 2018 and $363 million in the first six months of 2018 increased $20 million or 13% and $33 million or 10%, respectively, from the same periods in These increases were mainly due to the higher level of FTE employees and the impact of lower discount rates, which increased the current service cost of defined benefit pension plans. Airport and Navigation Fees Airport and navigation fees of $237 million in the second quarter of 2018 and $458 million in the first six months of 2018 increased $7 million or 3% and $18 million or 4%, respectively, from the same periods in These increases were largely due to growth in wide-body and international flying. The favourable impact of Air Canada s agreement with the Greater Toronto Airports Authority, which is allowing the airline to increase international connecting traffic at Toronto Pearson International Airport on a more cost-effective basis, a 3.9% Nav Canada rate reduction effective September 1, 2017, and a favourable currency impact were largely offsetting factors. Aircraft Maintenance Expense In the second quarter of 2018, aircraft maintenance expense of $220 million decreased $6 million or 3% from the second quarter of 2017 reflecting, in large part, the impact of having a greater number of aircraft leases being extended in the second quarter of 2018 and a favourable currency impact. Lease term extensions postpone the expected timing of the end of lease costs and lengthen the period over which expenses are recorded, resulting in a cumulative adjustment to reflect the revised provision required as at the balance sheet date, thus reducing maintenance expense in the period. These increases were partly offset by a higher level of engine maintenance activity year-over-year. In the first six months of 2018, aircraft maintenance expense of $476 million increased $22 million or 5% from the first six months of This increase was mainly due to a higher level of engine maintenance activity in the first six months of 2018 versus the first six months of 2017, and largely offset by the impact of having a greater number of aircraft leases being extended in the first six months of 2018 versus the same period in 2017, more favourable end-of-lease conditions on aircraft lease extensions, and a favourable currency impact. 18

21 The following table provides a breakdown of the more significant items included in maintenance expense for the periods indicated: (Canadian dollars in millions) Second Quarter First Six Months Change Change $ % $ % Technical maintenance $ 232 $ 220 $ 12 5 $ 457 $ 415 $ Maintenance provisions (1) (16) 7 (23) (329) 4 34 (30) (88) Other 4 (1) Total aircraft maintenance expense $ 220 $ 226 $ (6) (3) $ 476 $ 454 $ 22 5 (1) Maintenance provisions relate to return conditions on aircraft leases which are recorded over the term of the lease. Depreciation, Amortization and Impairment Expense Depreciation, amortization and impairment expense of $278 million in the second quarter of 2018 and $545 million in the first six months of 2018 increased $36 million or 15% and $75 million or 16%, respectively, from the same periods in These increases were largely due to the addition of Boeing 787 and 737 MAX aircraft into the mainline fleet. Sales and Distribution Costs Sales and distribution costs of $199 million in the second quarter of 2018 and $388 million in the first six months of 2018 increased $11 million or 6% and $19 million or 5%, respectively, from the same periods in These increases reflected, in large part, the growth in passenger revenue. The favourable impact of new commission programs introduced in North America in April 2018 and growth in direct bookings when compared to the same periods in 2017 were offsetting factors. Ground Package Costs The cost of ground packages at Air Canada Vacations of $114 million in the second quarter of 2018 and $390 million in the first six months of 2018 increased $11 million or 11% and $31 million or 9%, respectively, from the same periods in These increases reflected higher passenger volumes yearover-year and a higher cost of ground packages (before the impact of foreign exchange), partly offset by a favourable currency impact. Aircraft Rent Aircraft rent expense of $123 million in the second quarter of 2018 and $248 million in the first six months of 2018 decreased $7 million or 5% and $4 million or 2%, respectively, from the same periods in These decreases reflected a favourable currency impact and the impact of lower rates on certain lease renewals, largely offset by the impact of a greater number of leased aircraft, primarily Boeing 787 aircraft. Special Items In the first quarter of 2017, Air Canada recorded a provision of $30 million relating to a fine which was reinstated by a decision of the European Commission pertaining to cargo investigations. Air Canada paid the fine in the second quarter of Air Canada has appealed the decision. While Air Canada cannot predict with certainty the outcome of its appeal or any related proceedings, Air Canada believes it has reasonable grounds to challenge the European Commission s ruling. Refer to Current legal proceedings under section 18 Risk Factors of Air Canada s 2017 MD&A for additional information. Other Expenses Other expenses of $344 million in the second quarter of 2018 and $720 million in the first six months of 2018 increased $12 million or 4% and $62 million or 9%, respectively, from the same periods in These increases reflected, in large part, the capacity growth and Air Canada s international expansion strategy. The first quarter of 2018 included expenses of $26 million related to new uniforms 19

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