Second Quarter 2012 Management s Discussion and Analysis August 8, 2012 i
TABLE OF CONTENTS 1. Highlights... 1 2. Introduction and Key Assumptions... 3 3. Overview... 4 4. Results of Operations Second Quarter 2012 versus Second Quarter 2011... 6 5. Results of Operations First Six Months 2012 versus First Six Months 2011... 18 6. Fleet... 25 7. Financial and Capital Management... 27 7.1. Liquidity... 27 7.2. Financial Position... 27 7.3. Adjusted Net Debt... 28 7.4. Working Capital... 29 7.5. Consolidated Cash Flow Movements... 30 7.6. Contractual Obligations... 31 7.7. Capital Expenditures and Related Financing Arrangements... 31 7.8. Pension Funding Obligations... 32 7.9. Share Information... 33 8. Quarterly Financial Data... 34 9. Financial Instruments and Risk Management... 36 10. Critical Accounting Estimates... 37 11. Accounting Policies... 37 12. Off-Balance Sheet Arrangements... 37 13. Related Party Transactions... 37 14. Risk Factors... 38 15. Controls and Procedures... 39 16. Non-GAAP Financial Measures... 40 17. Glossary... 42 ii
1. HIGHLIGHTS The financial and operating highlights for Air Canada for the periods indicated are as follows. Second Quarter First Six Months (Canadian dollars in millions, except where indicated) 2012 2011 Change $ 2012 2011 Change $ Financial Performance Metrics Operating revenues 2,989 2,918 71 5,951 5,671 280 Operating income (loss) 63 73 (10) (30) 7 (37) Non-operating expense (158) (120) (38) (220) (73) (147) Loss before income taxes (95) (47) (48) (250) (66) (184) Net loss from continuing operations (96) (46) (50) (251) (65) (186) Net loss from discontinued operations - Aveos - - - (55) - (55) Net loss (96) (46) (50) (306) (65) (241) Operating margin % 2.1% 2.5% (0.4 pp) (0.5%) 0.1% (0.6 pp) EBITDAR (1) 314 338 (24) 489 545 (56) EBITDAR margin % (1) 10.5% 11.6% (1.1 pp) 8.2% 9.6% (1.4 pp) Cash, cash equivalents and short-term investments 2,383 2,259 124 2,383 2,259 124 Free cash flow (2) 239 241 (2) 368 431 (63) Adjusted net debt (3) 4,223 4,362 (139) 4,223 4,362 (139) Net income (loss) per share Basic and diluted ($0.35) ($0.17) ($0.18) ($1.11) ($0.25) ($0.86) Adjusted net income (loss) per share Basic and diluted (4) ($0.05) ($0.01) ($0.04) ($0.66) ($0.56) ($0.10) Operating Statistics Change % Change % Revenue passenger miles (millions) (RPM) 13,868 13,677 1.4 26,814 26,032 3.0 Available seat miles (millions) (ASM) 16,606 16,512 0.6 32,950 32,371 1.8 Passenger load factor % 83.5% 82.8% 0.7 pp 81.4% 80.4% 1.0 pp Passenger revenue per RPM ("Yield") (cents) 19.0 18.8 1.2 19.1 18.7 2.2 Passenger revenue per ASM ("RASM") (cents) 15.9 15.6 2.0 15.6 15.0 3.4 Operating revenue per ASM (cents) 18.0 17.7 1.9 18.1 17.5 3.1 Operating expense per ASM ("CASM") (cents) 17.6 17.2 2.3 18.2 17.5 3.7 CASM, excluding fuel expense and excluding the cost of ground packages at Air Canada Vacations (cents) (5) 11.9 11.5 3.6 12.1 11.9 2.2 Average number of full-time equivalent (FTE) employees (thousands) (6) 24.0 23.5 1.9 24.0 23.6 1.7 Aircraft in operating fleet at period end (7) 352 352-352 352 - Average fleet utilization (hours per day) (8) 10.0 10.0-10.1 10.1 - Revenue frequencies (thousands) 140 138 0.9 275 271 1.6 Average aircraft flight length (miles) (8) 880 886 (0.7) 886 888 (0.3) Economic fuel price per litre (cents) (9) 90.8 87.9 3.3 91.2 83.2 9.7 Fuel litres (millions) 978 984 (0.6) 1,948 1,922 1.3 Revenue passengers carried (millions) (10) 8.6 8.5 1.2 16.9 16.5 3.0 1
(1) EBITDAR (earnings before interest, taxes, depreciation, amortization and impairment, and aircraft rent) is a non-gaap financial measure. Refer to section 16 "Non-GAAP Financial Measures" of this MD&A for a reconciliation of EBITDAR to operating income (loss). (2) Free cash flow (cash flows from operating activities less additions to property, equipment and intangible assets) is a non-gaap financial measure. Refer to section 7.5 of this MD&A for additional information. (3) Adjusted net debt (total debt less cash, cash equivalents and short-term investments plus capitalized operating leases) is a non-gaap financial measure. Refer to section 7.3 of this MD&A for additional information. (4) Adjusted net income (loss) per share - Basic and diluted is a non-gaap financial measure. Refer to section 16 Non-GAAP Financial Measures of this MD&A for additional information. (5) Operating expense, excluding fuel expense and excluding the cost of ground packages at Air Canada Vacations, is a non-gaap financial measure. Refer to section 16 Non-GAAP Financial Measures of this MD&A for additional information. (6) Reflects FTE employees at Air Canada. Excludes FTE employees at third party carriers (such as at Jazz Aviation LP ( Jazz )) operating under capacity purchase agreements with Air Canada. (7) Includes Jazz aircraft covered under the Jazz CPA and aircraft operated by third party carriers operating under capacity purchase agreements. Refer to section 6 of this MD&A for additional information on Air Canada s operating fleet. (8) Excludes charter operations. Also excludes third party carriers operating under capacity purchase arrangements, other than Jazz aircraft covered under the Jazz CPA. (9) Excludes third party carriers, other than Jazz, operating under capacity purchase agreements. Includes fuel handling. Economic fuel price per litre is a non-gaap financial measure. Refer to section 4 of this MD&A for additional information. (10) As per IATA definition of revenue passengers carried, revenue passengers are counted on a flight number basis. 2
2. INTRODUCTION AND KEY ASSUMPTIONS In this Management s Discussion and Analysis ( MD&A ), the Corporation refers to, as the context may require, Air Canada and/or one or more of Air Canada s subsidiaries. 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 2012. 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 2012 and Air Canada s annual audited consolidated financial statements and notes and its annual MD&A for 2011 dated February 9, 2012. All financial information has been prepared in accordance with generally accepted accounting principles in Canada ( GAAP ), as set out in the Handbook of the Canadian Institute of Chartered Accountants Part 1 ( CICA 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. 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 17 Glossary of this MD&A. Except as otherwise noted or where the context may otherwise require, this MD&A is current as of August 7, 2012. 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 annual MD&A for 2011 dated February 9, 2012 and section 14 Risk Factors of this MD&A. Air Canada issued a news release dated August 8, 2012 reporting on its results for the second quarter of 2012. This news release is available on Air Canada s website at aircanada.com and on SEDAR s website at www.sedar.com. For further information on Air Canada s public disclosures, including Air Canada s Annual Information Form, consult SEDAR at www.sedar.com. CAUTION REGARDING FORWARD-LOOKING INFORMATION Air Canada s public communications may include written or oral forward-looking statements within the meaning of applicable securities laws. Such 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 by the use of 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, industry, market, credit and economic conditions, the ability to reduce operating costs and secure financing, pension issues, energy prices, employee and labour relations, currency exchange and interest rates, competition, war, terrorist acts, epidemic diseases, environmental factors (including weather systems and other natural phenomena and factors arising from man-made sources), insurance issues and costs, changes in demand due to the seasonal nature of the business, supply issues, changes in laws, regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout this MD&A and, in particular, those identified in section 18 Risk Factors of Air Canada s annual MD&A for 2011 dated February 9, 2012 and section 14 Risk Factors of this MD&A. The forwardlooking statements contained in this MD&A represent Air Canada s expectations as of August 7, 2012 (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 forward-looking statements whether as a result 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. Air Canada assumes Canadian GDP growth of 1.5% to 2.0% in 2012. In addition, Air Canada expects that the Canadian dollar will trade, on average, at C$1.01 per U.S. dollar in the third quarter of 2012 and for the full year 2012 and that the price of jet fuel will average 85 cents per litre for the third quarter of 2012 and 88 cents per litre for the full year 2012. 3
3. OVERVIEW In the second quarter of 2012, Air Canada reported revenue growth of 2%. On capacity growth of 0.6%, passenger revenues increased 3.3% on traffic and yield growth of 1.4% and 1.2%, respectively. RASM increased 2.0% on the yield improvement and a 0.7 percentage point increase in passenger load factor. CASM, excluding fuel expense and the cost of ground packages at Air Canada Vacations, increased 3.6%, less than the 4.0% to 5.0% that Air Canada had projected in its news release dated May 4, 2012 as a number of cost categories were slightly below what Air Canada had previously anticipated. At June 30, 2012, cash and short-term investments amounted to $2,383 million, or 20% of 12- month trailing operating revenues. Adjusted net debt of $4,223 million at June 30, 2012 decreased $353 million from December 31, 2011. In the second and third quarters of 2012, new collective agreements were finalized with the International Association of Machinists and Aerospace Workers (IAMAW) and with the Air Canada Pilots Association (ACPA), respectively. Both agreements preserve the current defined benefit pension plans for current employees. IAMAW represented employees hired after June 17, 2012 will participate in a new IAMAW multi-employer pension plan and ACPA represented employees hired after July 30, 2012 will participate in a defined contribution plan. Both collective agreements contribute to the reduction of the pension deficit and, as required by the legislation, establish a protocol for the sustainability of the pension plan taking into account any short-term funding pressures on the airline. In the second quarter of 2012, Aveos and Air Canada reached an agreement by which Air Canada agreed to arrangements to assist Aveos to find potential purchasers for its engine and component business. As part of these arrangements, Aveos and Air Canada entered into an exclusive contract until 2018 for engine maintenance at current market rates of certain engine types used by Air Canada. This new contract would become effective upon assignment by Aveos to a purchaser that is among five parties identified by Air Canada to be equally acceptable in terms of operational requirements. In July 2012, the airline was recognized for the skills and professionalism of its employees and its product offerings by being named the 'Best International Airline in North America' in a worldwide survey of air travelers for the Skytrax World Airline Awards. It is the third consecutive year Air Canada has ranked among the top global carriers in the awards. This award underscores Air Canada s progress and success toward achieving its strategic objective of engaging with customers with a focus on premium passengers and products. Second quarter financial summary Operating revenue growth of $71 million or 2% from the second quarter of 2011. Passenger revenue growth of $85 million or 3.3% on a 1.4% increase in system passenger traffic and a 1.2% improvement in system yield. In the second quarter of 2012, passenger demand, particularly within Air Canada s North American network and for leisure travel packages offered by Air Canada Vacations, was adversely impacted by a decline in bookings resulting from job actions in March and April of 2012. In addition, second quarter 2012 system capacity and, as a result, passenger revenues were negatively affected by aircraft scheduling changes due to the closure by Aveos of its maintenance facilities in Canada. In the second quarter of 2011, management had estimated that the March 11th, 2011 earthquake in Japan and its aftermath had adversely impacted passenger revenues by $20 million. Capacity increase of 0.6%, reflecting ASM growth in the domestic, U.S. transborder and Pacific markets. The system capacity growth was in line with the 0% to 1.0% second quarter 2012 ASM capacity increase projected in Air Canada s news release dated May 4, 2012. RASM growth of 2.0%, on a system-basis, reflecting a yield improvement of 1.2% and a passenger load factor increase of 0.7 percentage points. RASM growth was reflected in the Atlantic, Pacific and Other markets. Operating expense increase of $81 million or 3% from the second quarter of 2011. Excluding fuel expense and the cost of ground packages at Air Canada Vacations, CASM increased 3.6% from the second quarter of 2011. 4
Operating income of $63 million compared to operating income of $73 million in the second quarter of 2011, a decrease of $10 million. A net loss of $96 million or $0.35 per diluted share compared to a net loss of $46 million or $0.17 per diluted share in the second quarter of 2011. Management estimates that the combined impact of the labour disruptions and the slight reduction in capacity stemming from the Aveos closure resulted in a reduction of $0.12 to $0.17 to earnings per diluted share in the second quarter 2012. EBITDAR of $314 million compared to EBITDAR of $338 million in the second quarter of 2011, a decrease of $24 million. Refer to section 16 Non-GAAP Financial Measures for additional information. An adjusted net loss of $0.05 per diluted share compared to an adjusted net loss of $0.01 per diluted share in the second quarter of 2011. Refer to section 16 Non-GAAP Financial Measures for additional information. Free cash flow of $239 million, a decrease of $2 million from the second quarter of 2011. Refer to section 7.5 Consolidated Cash Flow Movements for additional information. Adjusted net debt of $4,223 million at June 30, 2012, a decrease of $353 million from December 31, 2011, reflecting lower debt balances, as well as the impact of an increase in cash and short-term investments of $284 million. Refer to section 7.3 Adjusted Net Debt for additional information. 5
4. RESULTS OF OPERATIONS SECOND QUARTER 2012 VERSUS SECOND QUARTER 2011 The following table and discussion compares the results of Air Canada for the second quarter of 2012 versus the second quarter of 2011. Second Quarter Change (Canadian dollars in millions, except per share figures) 2012 2011 $ % Operating revenues Passenger $ 2,671 $ 2,586 $ 85 3 Cargo 122 119 3 3 Other 196 213 (17) (8) Total operating revenues 2,989 2,918 71 2 Operating expenses Aircraft fuel 888 882 6 1 Wages, salaries, and benefits 517 485 32 7 Airport and navigation fees 248 252 (4) (2) Capacity purchase agreements 266 249 17 7 Depreciation, amortization and impairment 169 184 (15) (8) Aircraft maintenance 174 154 20 13 Sales and distribution costs 152 152 - - Food, beverages and supplies 73 75 (2) (3) Communications and information technology 47 47 - - Aircraft rent 82 81 1 1 Other 310 284 26 9 Total operating expenses 2,926 2,845 81 3 Operating income 63 73 (10) Non-operating income (expense) Foreign exchange gain (loss) (61) 9 (70) Interest income 9 9 - Interest expense (80) (79) (1) Net financing expense relating to employee benefits (6) (4) (2) Loss on financial instruments recorded at fair value (23) (52) 29 Other 3 (3) 6 Total non-operating expense (158) (120) (38) Loss before income taxes (95) (47) (48) Recovery of (provision for) income taxes (1) 1 (2) Net loss for the period $ (96) $ (46) $ (50) EBITDAR (1) $ 314 $ 338 $ (24) Net loss per share Basic and diluted $ (0.35) $ (0.17) $ (0.18) (1) EBITDAR (earnings before interest, taxes, depreciation, amortization and impairment, and aircraft rent) is a non-gaap financial measure. Refer to section 16 "Non-GAAP Financial Measures" of this MD&A for a reconciliation of EBITDAR to operating income (loss). 6
System passenger revenues increased 3.3% from the second quarter of 2011 2012 second quarter passenger revenues of $2,671 million increased $85 million or 3.3% from 2011 second quarter passenger revenues of $2,586 million. This improvement was due to a 1.4% growth in traffic and a 1.2% improvement in yield. As previously reported, Air Canada s operations were impacted by labour actions in March and April of 2012 which resulted in a decline in bookings for travel originating in Canada in the immediate aftermath. While these disruptions negatively affected passenger demand across the system, the impact was more pronounced within Air Canada s North American network and for leisure travel packages offered by Air Canada Vacations. Air Canada s higher-yielding business traveler bookings were also adversely affected by these job actions as these passengers generally book closer to their departures dates and, given the uncertainty surrounding these disruptions, made alternate travel arrangements. By the end of the second quarter of 2012, booking trends had returned to normal levels. In addition, second quarter 2012 system capacity and, as a result, passenger revenues were negatively affected by aircraft scheduling changes due to the closure by Aveos of its maintenance facilities in Canada. In the second quarter of 2011, management had estimated that the March 11 th, 2011 earthquake in Japan and its aftermath had adversely impacted passenger revenues by $20 million. Premium cabin revenues increased $21 million or 3.7% from the second quarter of 2011 due to a yield improvement of 2.1% and traffic growth of 1.6%. The overall yield improvement in the premium cabin was largely due to significant growth in premium cabin yields on Air Canada s Pacific services. Traffic growth in the premium cabin was largely driven by two key factors: (i) the introduction of more attractive leisure business class fares on select North American routes, subject to business class seat availability, which generated buy-up from the lower-yielding economy class cabin, and (ii) increased usage of Air Canada s electronic upgrade product. The table below provides passenger revenue by geographic region for the second quarter of 2012 and the second quarter of 2011. Passenger Revenue Second Quarter 2012 Second Quarter 2011 $ Change % Change Canada 1,037 1,030 7 0.8 U.S. transborder 535 523 12 2.2 Atlantic 558 546 12 2.3 Pacific 337 284 53 18.5 Other 204 203 1 0.4 System 2,671 2,586 85 3.3 The table below provides year-over-year percentage changes in passenger revenues and operating statistics for the second quarter of 2012 versus the second quarter of 2011. Second Quarter 2012 Versus Second Quarter 2011 Passenger Revenue % Change Capacity (ASMs) % Change Traffic (RPMs) % Change Passenger Load Factor pp Change Yield % Change RASM % Change Canada 0.8 1.1 1.7 0.5 (0.9) (0.3) U.S. transborder 2.2 0.8 (0.8) (1.2) (0.8) (2.3) Atlantic 2.3 (0.2) 2.5 2.2 0.1 2.8 Pacific 18.5 3.0 4.0 0.8 14.0 15.1 Other 0.4 (3.2) (3.5) (0.2) 3.6 3.3 System 3.3 0.6 1.4 0.7 1.2 2.0 7
The table below provides year-over-year percentage changes in system passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. System Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 11.7 7.9 5.2 9.2 3.3 Capacity (ASMs) 6.4 2.6 2.5 3.1 0.6 Traffic (RPMs) 6.1 3.8 2.6 4.8 1.4 Passenger load factor (pp change) (0.2) 1.1 0.1 1.3 0.7 Yield 5.2 3.8 1.9 3.3 1.2 RASM 4.9 5.1 2.0 5.0 2.0 In the second quarter of 2012, Air Canada s overall capacity was 0.6% higher than the second quarter of 2011, with capacity growth reflected in the domestic, U.S. transborder and Pacific markets. Components of the year-over-year change in second quarter system passenger revenues included: The system traffic increase which reflected growth in the domestic, Atlantic and Pacific markets. System traffic growth exceeded the capacity increase which resulted in a higher passenger load factor. Passenger load factor improvements were recorded in the domestic, Atlantic and Pacific markets. The system yield increase which reflected growth in the Atlantic, Pacific and Other markets. The system RASM improvement was due to the higher yield and passenger load factor. RASM improvements were recorded in the Atlantic, Pacific and Other markets. The domestic, U.S. transborder markets, and routes to traditional sun destinations, including leisure destinations offered by Air Canada Vacations, were impacted by the labour disruptions discussed above, as well as competitive pricing activities. Domestic passenger revenues increased 0.8% from the second quarter of 2011 In the second quarter of 2012, domestic passenger revenues of $1,037 million increased $7 million or 0.8% from the second quarter of 2011 due to traffic growth. The table below provides year-over-year percentage changes in domestic passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. Canada Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 7.9 4.7 3.2 5.0 0.8 Capacity (ASMs) (0.2) 0.3 2.1 2.0 1.1 Traffic (RPMs) (0.6) 2.1 2.1 3.8 1.7 Passenger load factor (pp change) (0.3) 1.5-1.4 0.5 Yield 8.4 2.4 0.4 0.7 (0.9) RASM 8.0 4.3 0.4 2.6 (0.3) On May 1, 2011, Sky Regional, on behalf of Air Canada, began operating 15 daily flights between Toronto Island s Billy Bishop Airport and Montreal s Pierre Elliott Trudeau International Airport ( Montreal Trudeau Airport ). The domestic capacity growth in the second quarter of 2012 was mainly due to this new service and to capacity increases on regional routes and, to a lesser extent, on routes to the Maritimes. 8
Components of the year-over-year change in second quarter domestic passenger revenues included: The traffic increase which reflected growth on all major domestic services. The traffic gains exceeded the capacity growth, resulting in a higher passenger load factor. The traffic growth was achieved in spite of increased industry capacity and the effect of passenger uncertainty in booking with Air Canada as a result of the labour disruptions experienced in March and April 2012. The yield decline which was due to lower yields on routes linking Toronto and Montreal and on regional routes in Ontario. These routes were negatively impacted by increased competitive pricing activities. In addition, a decrease in business market demand as a result of the labour disruptions also contributed to the overall domestic yield decline. The domestic RASM decline was due to the lower yield. U.S. transborder passenger revenues increased 2.2% from the second quarter of 2011 In the second quarter of 2012, U.S. transborder passenger revenues of $535 million increased $12 million or 2.2% from the second quarter of 2011 due to a growth in baggage fees. The table below provides year-over-year percentage changes in U.S. transborder passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. U.S. Transborder Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 20.2 13.2 11.6 13.5 2.2 Capacity (ASMs) 7.8 4.7 3.2 6.2 0.8 Traffic (RPMs) 12.9 9.3 5.3 7.3 (0.8) Passenger load factor (pp change) 3.5 3.4 1.4 0.8 (1.2) Yield 6.4 3.4 5.4 3.9 (0.8) RASM 11.4 8.0 7.4 4.9 (2.3) In the second quarter of 2012, the U.S. transborder capacity growth was largely driven by the use of larger aircraft on certain eastern seaboard services and to an increase in frequencies on routes to California. Partly offsetting these increases were capacity reductions on routes to Florida and Hawaii. Components of the year-over-year change in second quarter U.S. transborder passenger revenues included: The traffic decrease which reflected increased industry capacity as well as the impact of passenger uncertainty in booking with Air Canada as a result of the labour disruptions experienced in March and April 2012. The yield decline which reflected increased competitive pricing activities, particularly on U.S. short-haul routes such as Boston, New York and Washington, D.C. These yield declines were partially offset by yield growth on long-haul routes. In addition, a decrease in business market demand as a result of the labour disruptions also contributed to the overall U.S. transborder yield decline. The U.S. transborder RASM decrease reflected both a lower yield and passenger load factor. 9
Atlantic passenger revenues increased 2.3% from the second quarter of 2011 In the second quarter of 2012, Atlantic passenger revenues of $558 million increased $12 million or 2.3% from the second quarter of 2011 primarily due to traffic growth. The table below provides year-over-year percentage changes in Atlantic passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. Atlantic Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 11.6 8.2 (1.0) 6.0 2.3 Capacity (ASMs) 12.3 3.6 2.2 3.3 (0.2) Traffic (RPMs) 8.4 4.1 1.2 5.9 2.5 Passenger load factor (pp change) (3.0) 0.5 (0.8) 1.8 2.2 Yield 2.7 3.8 (3.1) (0.8) 0.1 RASM (0.8) 4.3 (4.0) 1.7 2.8 In the second quarter of 2012, Atlantic capacity was slightly below the second quarter of 2011. A reduction in capacity on routes from eastern and western Canada to the U.K. was mostly offset by the impact of additional frequencies on Toronto Montreal Brussels, Toronto Montreal Geneva, Toronto Copenhagen, Toronto Athens, Toronto Dublin, by the use of a larger aircraft and an additional frequency on Toronto Zurich, and by the earlier start-up of seasonal services on Toronto Barcelona and Toronto - Rome. Components of the year-over-year change in second quarter Atlantic passenger revenues included: The traffic increase which reflected growth on all major Atlantic services with the exception of routes from eastern and western Canada to the U.K. The overall traffic gains exceeded the capacity growth resulting in a higher passenger load factor. The capacity decrease on routes from eastern and western Canada to the U.K. exceeded the decline in traffic on these routes resulting in higher load factors year-over-year. The slight improvement in yield which was due, in part, to increased fares, as well as to fuel surcharges to partly offset higher fuel prices. This yield improvement was mostly offset by the impact of increased competitive pricing activities and weak economic conditions in Europe. In the second quarter of 2012, approximately 24% of Air Canada s Atlantic revenues were generated in Europe. The increase in Atlantic RASM was mainly due to the higher passenger load factor. 10
Pacific passenger revenues increased 18.5% from the second quarter of 2011 In the second quarter of 2012, Pacific passenger revenues of $337 million increased $53 million or 18.5% from the second quarter of 2011 due to a yield improvement and a growth in traffic. Traffic in the second quarter of 2011 was negatively impacted by the March 11, 2011 earthquake in Japan and its aftermath, which management estimated had adversely impacted second quarter 2011 Pacific passenger revenues by $20 million. The table below provides year-over-year percentage changes in Pacific passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. Pacific Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 6.4 5.8 6.9 17.8 18.5 Capacity (ASMs) 7.2 2.0 1.4 2.3 3.0 Traffic (RPMs) 5.9 1.5 1.6 3.5 4.0 Passenger load factor (pp change) (1.1) (0.5) 0.1 1.0 0.8 Yield 0.4 4.2 4.7 12.8 14.0 RASM (0.8) 3.6 4.9 14.1 15.1 In the second quarter of 2012, the Pacific capacity growth was mainly attributable to the use of a higher capacity Boeing 777 aircraft on Air Canada s Toronto Narita route. Components of the year-over-year change in second quarter Pacific passenger revenues included: The traffic increase which reflected growth on all major routes with the exception of Hong Kong. The overall traffic gains exceeded the capacity growth, resulting in a higher passenger load factor. The yield increase which reflected growth on all major Pacific services. The yield improvement was due to higher fuel surcharges to partly offset higher fuel prices, fare increases, and the introduction of Tango fares on China and Hong Kong flights, with reduced Aeroplan miles offered, which, in turn, produced strong buy-up to higher-yielding Tango Plus fares. A significant yield increase in the premium cabin was also a factor in the overall yield improvement yearover-year. The Pacific RASM improvement was due to the yield growth and, to a lesser extent, the higher passenger load factor. Other passenger revenues increased 0.4% from the second quarter of 2011 In the second quarter of 2012, Other passenger revenues (comprised of routes to Australia, the Caribbean, Mexico, Central and South America) of $204 million increased $1 million or 0.4% from the second quarter of 2011 due to yield growth. The table below provides year-over-year percentage changes in Other passenger revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. Other Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Passenger revenues 20.7 16.9 11.1 11.1 0.4 Capacity (ASMs) 8.6 5.3 4.6 1.7 (3.2) Traffic (RPMs) 10.9 5.8 4.9 3.7 (3.5) Passenger load factor (pp change) 1.7 0.4 0.2 1.6 (0.2) Yield 9.0 10.4 5.7 6.3 3.6 RASM 11.4 11.0 5.9 8.4 3.3 11
In the second quarter of 2012, capacity decreased on all major services with the exception of Sydney, Australia. Components of the year-over-year change in second quarter Other passenger revenues included: The overall traffic decline which reflected decreases on all major services with the exception of Sydney, Australia. The overall traffic decrease in the Other markets was slightly higher than the capacity reduction, resulting in a lower passenger load factor. In the second quarter of 2012, routes to the Caribbean were impacted by increased industry capacity and the effect of passenger uncertainty in booking with Air Canada as a result of the labour disruptions experienced in March and April 2012. The overall yield improvement which was due to higher fares and fuel surcharges to partly offset higher fuel prices. Routes to South America and Australia recorded yield improvements year-over-year while yields on routes to the Caribbean declined as a result of increased competitive pricing activities. The overall RASM improvement was due to the yield growth. Cargo revenues increased 3.0% from the second quarter of 2011 In the second quarter of 2012, cargo revenues of $122 million increased $3 million or 3.0% from the second quarter of 2011 due to traffic growth. The table below provides cargo revenue by geographic region for the second quarter of 2012 and the second quarter of 2011. Cargo revenue Second Quarter 2012 $ Million Second Quarter 2011 $ Million $ Change % Change Canada 18 18-0.8 U.S. transborder 4 4-0.5 Atlantic 44 49 (5) (11.4) Pacific 43 35 8 22.4 Other 13 13-2.1 System 122 119 3 3.0 The table below provides year-over-year percentage changes in system cargo revenues and operating statistics for the second quarter 2012 and each of the previous four quarters. System Year-over-Year by Quarter (% Change) Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Cargo revenues 3.8 (1.7) 1.2 5.0 3.0 Capacity (ETMs) 7.0 1.9 2.5 3.1 (0.1) Revenue per ETM (3.1) (3.5) (1.3) 2.8 2.4 Traffic (RTMs) (2.4) (7.7) (0.4) 5.0 5.3 Yield per RTM 6.3 6.5 1.6 1.3 (2.9) 12
The table below provides year-over-year percentage changes in cargo revenues and operating statistics for the second quarter of 2012 versus the second quarter of 2011. Second Quarter 2012 Versus Second Quarter 2011 Cargo Revenue % Change Capacity (ETMs) % Change Rev / ETM % Change Traffic (RTMs) % Change Yield / RTM % Change Canada 0.8 0.1 0.7 9.5 (8.0) U.S. transborder 0.5 (5.8) 6.7 2.7 (2.1) Atlantic (11.4) (1.1) (10.4) (9.6) (2.0) Pacific 22.4 3.2 18.6 25.1 (2.2) Other 2.1 (2.1) 4.3 2.4 (0.3) System 3.0 (0.1) 2.4 5.3 (2.9) Components of the year-over-year change in second quarter cargo revenues included: The traffic increase which reflected growth in all markets with the exception of the Atlantic market. The Pacific market experienced strong demand in a very challenging and competitive environment while the Atlantic market continued to be negatively impacted by weak economic conditions in Europe. The overall yield decline which reflected the impact of increased competitive pricing activities in all markets. Other revenues decreased 8% from the second quarter of 2011 In the second quarter of 2012, other revenues of $196 million decreased $17 million or 8% from the second quarter of 2011, largely due to lower ground package revenues at Air Canada Vacations. The decrease in revenues at Air Canada Vacations was driven by a lower selling price of ground packages and lower passenger volumes, the result of increased industry capacity and the effect of passenger uncertainty in booking with Air Canada as a result of the labour disruptions experienced in March and April 2012. A reduction in property lease revenues was also a contributing factor in the decrease in other revenues when compared to the second quarter of 2011. 13
CASM increased 2.3% from the second quarter of 2011. Excluding fuel expense and excluding the cost of ground packages at Air Canada Vacations, CASM increased 3.6% from the second quarter of 2011 The following table compares Air Canada s CASM for the second quarter of 2012 to Air Canada s CASM for the corresponding period in 2011. Second Quarter Change (cents per ASM) 2012 2011 cents % Wages and salaries 2.36 2.28 0.08 3.5 Benefits 0.75 0.66 0.09 13.6 Aircraft fuel 5.34 5.34 - - Airport and navigation fees 1.49 1.52 (0.03) (2.0) Capacity purchase agreements 1.60 1.51 0.09 6.0 Ownership (DAR) (1) 1.52 1.61 (0.09) (5.6) Aircraft maintenance 1.05 0.93 0.12 12.9 Sales and distribution costs 0.92 0.92 - - Food, beverages and supplies 0.44 0.45 (0.01) (2.2) Communications and information technology 0.28 0.28 - - Other 1.88 1.73 0.15 8.7 Total operating expense 17.63 17.23 0.40 2.3 Remove: Cost of fuel expense and cost of ground packages at Air Canada Vacations Operating expense, excluding fuel expense and excluding the cost of ground packages at Air Canada Vacations (2) (5.70) (5.71) 0.01 0.2 11.93 11.52 0.41 3.6 (1) DAR refers to the combination of depreciation, amortization and impairment, and aircraft rent expenses. (2) Operating expense, excluding fuel expense and excluding the cost of ground packages at Air Canada Vacations, is a non-gaap financial measure. Refer to section 16 Non- GAAP Financial Measures of this MD&A for additional information. Operating expenses increased 3% from the second quarter of 2011 In the second quarter of 2012, Air Canada recorded operating expenses of $2,926 million, an increase of $81 million or 3% from the operating expenses of $2,845 million recorded in the second quarter of 2011. The more significant variances are discussed below. Fuel expense increased 1% from the second quarter of 2011 In the second quarter of 2012, fuel expense of $888 million increased $6 million or 1% from the second quarter of 2011. This increase was mainly due to the unfavourable impact of a weaker Canadian dollar in the second quarter of 2012 when compared to the second quarter of 2011, which accounted for an increase of $27 million. Partially offsetting this increase was the impact of lower base fuel prices year-over-year, which accounted for a decrease of $16 million. 14
The table below provides Air Canada s fuel cost per litre and economic fuel costs per litre for the periods indicated. Second Quarter Change (Canadian dollars in millions, except where indicated) 2012 2011 $ % Aircraft fuel expense GAAP (1) $ 879 $ 875 $ 4 - Add: Net cash (receipts) payments on fuel derivatives (2) 10 (10) 20 200 Economic cost of fuel Non-GAAP (3) $ 889 $ 865 $ 24 3 Fuel consumption (thousands of litres) 978,888 983,995 (5,107) (1) Fuel costs per litre (cents) GAAP 89.8 88.9 0.9 1 Economic fuel costs per litre (cents) Non-GAAP 90.8 87.9 2.9 3 (1) Excludes fuel expense related to third party carriers, other than Jazz, operating under capacity purchase agreements. (2) Includes net cash settlements on maturing fuel derivatives and premium costs associated with those derivatives. (3) The economic cost of fuel is a non-gaap measure used by Air Canada and may not be comparable to measures presented by other public companies. Air Canada uses this measure to calculate its cash cost of fuel. It includes the actual net cash settlements from maturing fuel derivative contracts during the period and premium costs associated with those derivatives. Wages, salaries and benefits expense amounted to $517 million in the second quarter of 2012, an increase of $32 million or 7% from the second quarter of 2011 In the second quarter of 2012, wages and salaries expense of $392 million increased $15 million or 4% from the second quarter of 2011, mainly due to a 1.9% increase in the average number of full-time equivalent ( FTE ) employees, as well as the impact of higher average salaries year-over-year. In the second quarter of 2012, employee benefits expense of $125 million increased $17 million or 16% from the second quarter of 2011, largely as a result of lower discount rates which increase the service cost of pension and other employee future benefits expense, higher activity levels for benefit claims, which was mainly due to the timing of claims, and the impact of higher average rates for health care and other benefits. Capacity purchase costs increased 7% from the second quarter of 2011 In the second quarter of 2012, capacity purchase costs of $266 million increased $17 million or 7% from the second quarter of 2011, mainly due to higher Jazz CPA rates, increased flying by Jazz, as well as an unfavourable impact of foreign exchange on U.S. currency denominated Jazz CPA expenses paid by Air Canada. Sky Regional s commencement, on May 1, 2011, of services on behalf of Air Canada between Billy Bishop Toronto City Airport and Montreal Trudeau Airport, was also a factor in the increase in capacity purchase costs year-over-year. Ownership costs decreased 5% from the second quarter of 2011 In the second quarter of 2012, ownership costs (which are comprised of depreciation, amortization and impairment, and aircraft rent expenses) of $251 million declined $14 million or 5% from the second quarter of 2011, mainly due to a decrease in depreciation expense related to the airline s interior refurbishment programs. Aircraft maintenance expense increased 13% from the second quarter of 2011 In the second quarter of 2012, aircraft maintenance expense of $174 million increased $20 million or 13% from the second quarter of 2011. This increase was mainly driven by growth in scheduled engine maintenance activity and higher power-by-the-hour rates related to Air Canada s Boeing 777 aircraft due to previously negotiated contract rate increases. An increase of $6 million pertaining to end of lease maintenance return provisions was also a contributing factor to the increase in aircraft maintenance expense year-over-year. 15
Sales and distribution costs were unchanged from the second quarter of 2011 In the second quarter of 2012, sales and distribution costs of $152 million were unchanged from the second quarter of 2011 on passenger revenue growth of 3.3%. An increase in transaction fees paid to Global Distribution Services ( GDS ) providers, which was mainly due to rate increases, and growth in credit card fees, which was mainly driven by higher passenger sales, were offset by lower commission expense at Air Canada, in part due to program changes, and by a decrease in sales and distribution costs at Air Canada Vacations. Other operating expenses increased 9% from the second quarter of 2011 In the second quarter of 2012, other operating expenses of $310 million increased $26 million or 9% from the second quarter of 2011. The following table provides a breakdown of the more significant items included in other expenses: Second Quarter Change (Canadian dollars in millions) 2012 2011 $ % Air Canada Vacations' land costs $ 61 $ 61 $ - - Terminal handling 47 49 (2) (4) Building rent and maintenance 30 31 (1) (3) Crew cycle 29 28 1 4 Miscellaneous fees and services 38 27 11 41 Remaining other expenses 105 88 17 19 Other operating expenses $ 310 $ 284 $ 26 9 Factors contributing to the year-over-year change in second quarter Other expenses included: An increase of $11 million or 41% in miscellaneous fees which included expenses related to various corporate initiatives. An increase in remaining other expenses of $17 million or 19% which included unfavourable rate adjustments on foreign currency transactions and higher customer inconvenience costs. Non-operating expense amounted to $158 million in the second quarter of 2012 compared to nonoperating expense of $120 million in the second quarter of 2011 The following table provides a breakdown of non-operating expense for the periods indicated: Second Quarter (Canadian dollars in millions) 2012 2011 $ Change Foreign exchange gain (loss) $ (61) $ 9 $ (70) Interest income 9 9 - Interest expense (80) (79) (1) Net financing expense relating to employee benefits (6) (4) (2) Loss on financial instruments recorded at fair value (23) (52) 29 Other 3 (3) 6 Total non-operating expense $ (158) $ (120) $ (38) 16
Factors contributing to the year-over-year change in second quarter non-operating expense included: Losses on foreign exchange (mainly related to U.S. currency denominated long-term debt) which amounted to $61 million in the second quarter of 2012 compared to gains of $9 million in the second quarter of 2011. The losses in the second quarter of 2012 were mainly attributable to a weaker Canadian dollar at June 30, 2012 when compared to March 31, 2012. The June 30, 2012 closing exchange rate was US$1 = C$1.0181 while the March 31, 2012 closing exchange rate was US$1 = C$0.9975. Losses related to fair value adjustments on derivative instruments which amounted to $23 million in the second quarter of 2012 versus losses of $52 million in the second quarter of 2011. Refer to section 9 of this MD&A for additional information. 17
5. RESULTS OF OPERATIONS FIRST SIX MONTHS 2012 VERSUS FIRST SIX MONTHS 2011 The following table and discussion compares the results of Air Canada for the first six months of 2012 versus the first six months of 2011. First six months Change (Canadian dollars in millions, except per share figures) 2012 2011 $ % Operating revenues Passenger $ 5,195 $ 4,897 $ 298 6 Cargo 244 235 9 4 Other 512 539 (27) (5) Total operating revenues 5,951 5,671 280 5 Operating expenses Aircraft fuel 1,777 1,624 153 9 Wages, salaries, and benefits 1,053 991 62 6 Airport and navigation fees 490 486 4 1 Capacity purchase agreements 530 491 39 8 Depreciation, amortization and impairment 349 369 (20) (5) Aircraft maintenance 356 320 36 11 Sales and distribution costs 318 318 - - Food, beverages and supplies 142 143 (1) (1) Communications and information technology 96 97 (1) (1) Aircraft rent 170 169 1 1 Other 700 656 44 7 Total operating expenses 5,981 5,664 317 6 Operating income (loss) (30) 7 (37) Non-operating income (expense) Foreign exchange gain 26 113 (87) Interest income 18 18 - Interest expense (160) (163) 3 Net financing expense relating to employee benefits (13) (8) (5) Loss on financial instruments recorded at fair value (30) (25) (5) Loss on investment in Aveos (65) - (65) Other 4 (8) 12 Total non-operating expense (220) (73) (147) Loss before income taxes (250) (66) (184) Recovery of (provision for) income taxes (1) 1 (2) Net loss for the period from continuing operations $ (251) $ (65) $ (186) Net loss for the period from discontinued operations - Aveos $ (55) $ - $ (55) Net loss for the period $ (306) $ (65) $ (241) EBITDAR (1) $ 489 $ 545 $ (56) Net loss per share - Basic and Diluted $ (1.11) $ (0.25) $ (0.86) (1) EBITDAR (earnings before interest, taxes, depreciation, amortization and impairment, and aircraft rent) is a non-gaap financial measure. Refer to section 16 "Non-GAAP Financial Measures" of this MD&A for a reconciliation of EBITDAR to operating income (loss). 18
System passenger revenues increased 6.1% from the first six months of 2011 2012 first six months system passenger revenues of $5,195 million increased $298 million or 6.1% from 2011 first six months passenger revenues of $4,897 million due to a 3.0% growth in traffic and a 2.2% improvement in yield. Air Canada s operations were impacted by job actions in March and April of 2012 which caused a decline in bookings for travel originating in Canada in the immediate aftermath. This decline in bookings affected second quarter 2012 passenger demand, particularly within Air Canada s North American network and for leisure travel packages offered by Air Canada Vacations. Higher-yielding business market demand was also adversely affected. In addition, second quarter 2012 system capacity and, as a result, passenger revenues were negatively affected by aircraft scheduling changes due to the closure by Aveos of its maintenance facilities in Canada. In the first six months of 2011, management had estimated that the March 11 th, 2011 earthquake in Japan and its aftermath had adversely impacted passenger revenues by $23 million. Premium cabin revenues increased $75 million or 7.1% from the first six months of 2011 due to traffic growth of 6.6% and a yield improvement of 0.5%. The table below provides passenger revenue by geographic region for the first six months of 2012 and the first six months of 2011. Passenger Revenue First six months 2012 $ Million First six months 2011 $ Million $ Change % Change Canada 1,981 1,928 53 2.8 U.S. transborder 1,139 1,056 83 7.9 Atlantic 926 893 33 3.7 Pacific 620 525 95 18.2 Other 529 495 34 6.7 System 5,195 4,897 298 6.1 The table below provides year-over-year percentage changes in passenger revenues and operating statistics for the first six months of 2012 versus the first six months of 2011. First six months 2012 Versus First six months 2011 Passenger Revenue % Change Capacity (ASMs) % Change Traffic (RPMs) % Change Passenger Load Factor pp Change Yield % Change RASM % Change Canada 2.8 1.5 2.7 0.9 (0.1) 1.0 U.S. transborder 7.9 3.6 3.5 (0.1) 1.5 1.3 Atlantic 3.7 1.3 3.8 1.9 (0.2) 2.2 Pacific 18.2 2.7 3.7 0.9 13.4 14.7 Other 6.7 (0.3) 0.8 0.9 5.2 6.3 System 6.1 1.8 3.0 1.0 2.2 3.4 In the first six months of 2012, Air Canada s overall capacity was 1.8% higher than the first six months of 2011, with capacity growth reflected in all markets with the exception of the Other markets. Components of the year-over-year change in first six months system passenger revenues included: The system traffic increase which reflected growth in all markets. The traffic gains exceeded the capacity growth, resulting in a higher passenger load factor. Passenger load factor improvements were recorded in the domestic, Atlantic, Pacific and Other markets. 19
The system yield improvement which reflected growth in the U.S. transborder, Pacific and Other markets. The higher yield was due to increased fares and higher fuel surcharges to partly offset higher fuel prices, a $21 million favourable currency impact, as well as gains in premium cabin traffic. The RASM improvement was due to the higher yield and passenger load factor. Cargo revenues increased 4.1% from the first six months of 2011 Cargo revenues of $244 million in the first six months of 2012 increased $9 million or 4.1% from the first six months of 2011 due to traffic growth. The table below provides cargo revenue by geographic region for the first six months of 2012 and the first six months of 2011. Cargo revenue First six months 2012 $ Million First six months 2011 $ Million $ Change % Change Canada 33 32 1 3.3 U.S. transborder 9 8 1 7.5 Atlantic 90 97 (7) (7.7) Pacific 82 69 13 19.5 Other 30 29 1 6.6 System 244 235 9 4.1 The table below provides year-over-year percentage changes in cargo revenues and operating statistics for the first six months of 2012 versus the first six months of 2011. First six months 2012 Versus First six months 2011 Cargo Revenue % Change Capacity (ETMs) % Change Rev / ETM % Change Traffic (RTMs) % Change Yield / RTM % Change Canada 3.3 0.4 3.0 7.5 (4.8) U.S. transborder 7.5 2.9 4.5 9.6 (1.9) Atlantic (7.7) 0.7 (8.4) (8.9) 1.3 Pacific 19.5 2.8 16.3 22.2 (2.2) Other 6.6 0.9 5.6 5.2 1.3 System 4.1 1.4 2.6 4.9 (0.8) Components of the year-over-year change in first six months cargo revenues included: The traffic increase which reflected growth in all markets with the exception of the Atlantic market. The Pacific market experienced strong demand on reduced industry capacity while the Atlantic market continued to be negatively impacted by weak economic conditions in Europe. The overall yield decline which was mainly due to the impact of increased competitive pricing activities, particularly in the North American and Pacific markets, and which was largely offset by increased fuel surcharges year-over-year. Other revenues decreased 5% from the first six months of 2011 In the first six months of 2012, other revenues of $512 million decreased $27 million or 5% from the first six months of 2011 due to a $14 million decrease in ground package revenues at Air Canada Vacations, as well as a reduction in property and aircraft lease revenues. The decrease in ground package revenues at Air Canada Vacations was due to lower passenger volumes driven by increased industry capacity. The effect of passenger uncertainty in booking with Air Canada as a result of the labour disruptions experienced in March and April 2012 was also a factor in the revenue decrease at Air Canada Vacations. 20