ANNUAL REPORT 2015 01 HIGHLIGHTS The financial and operating highlights for Air Canada for the periods indicated are as follows. FOURTH QUARTER FULL YEAR CANADIAN DOLLARS IN MILLIONS, EXCEPT WHERE INDICATED 2015 2014 $ Change 2015 2014 $ Change FINANCIAL PERFORMANCE METRICS Operating revenues 3,182 3,104 78 13,868 13,272 596 Operating income 158 106 52 1,496 815 681 Non-operating expense (274) (206) (68) (1,188) (710) (478) Net income (loss) (116) (100) (16) 308 105 203 Adjusted net income (1) 116 67 49 1,222 531 691 Operating margin % 5.0% 3.4% 1.6 pp 10.8% 6.1% 4.7 pp EBITDAR (1) 425 319 106 2,534 1,671 863 EBITDAR margin % (1) 13.4% 10.3% 3.1 pp 18.3% 12.6% 5.7 pp Unrestricted liquidity (2) 2,968 2,685 283 2,968 2,685 283 Net cash flows from operating activities 238 16 222 2,012 954 1,058 Free cash flow (1) (376) (370) (6) 197 (547) 744 Adjusted net debt (1) 6,291 5,132 1,159 6,291 5,132 1,159 Return on invested capital (“ROIC”) % (1) 18.3% 12.1% 6.2 pp 18.3% 12.1% 6.2 pp Diluted earnings per share $ (0.41) $ (0.35) $ (0.06) $ 1.03 $ 0.34 $ 0.69 Adjusted earnings per share – diluted (1) $ 0.40 $ 0.23 $ 0.17 $ 4.18 $ 1.81 $ 2.37 OPERATING STATISTICS (3) % Change % Change Revenue passenger miles (“RPM”) (millions) 15,301 14,090 8.6 67,545 61,616 9.6 Available seat miles (“ASM”) (millions) 18,869 17,403 8.4 80,871 73,889 9.4 Passenger load factor % 81.1% 81.0% 0.1 83.5% 83.4% 0.1 Passenger revenue per RPM (“Yield”) (cents) 18.2 19.2 (5.5) 18.0 18.9 (4.6) Passenger revenue per ASM (“PRASM”) (cents) 14.7 15.6 (5.3) 15.1 15.8 (4.4) Operating revenue per ASM (cents) 16.9 17.8 (5.4) 17.1 18.0 (4.5) Operating expense per ASM (“CASM”) (cents) 16.0 17.2 (7.0) 15.3 16.9 (9.3) Adjusted CASM (cents) (1) 12.2 12.1 0.8 11.3 11.3 (0.2) Average number of full-time equivalent 25.1 24.3 3.5 24.9 24.4 1.8 (“FTE”) employees (thousands) (4) Aircraft in operating fleet at period-end 370 364 1.6 370 364 1.6 Average fleet utilization (hours per day) 9.4 9.2 1.4 10.0 9.9 1.1 Seats dispatched (thousands) 12,623 11,948 5.6 52,359 49,351 6.1 Aircraft frequencies (thousands) 136 135 0.9 567 555 2.1 Average stage length (miles) (5) 1,495 1,457 2.6 1,545 1,497 3.2 Fuel cost per litre (cents) 58.6 79.7 (26.5) 63.0 88.9 (29.1) Fuel litres (millions) 1,035 992 4.3 4,478 4,213 6.3 Revenue passengers carried (thousands) (6) 9,686 9,189 5.3 41,126 38,526 6.7 1 EBITDAR, EBITDAR margin and the adjusted measures are each non-GAAP financial 4 Reflects FTE employees at Air Canada. Excludes FTE employees at third party carriers measures. Refer to sections 9 and 19 of Air Canada’s 2015 MD&A for descriptions of (such as Jazz and Sky Regional) operating under capacity purchase agreements with Air Canada’s non-GAAP financial measures and additional GAAP measures. Air Canada. 2 Unrestricted liquidity refers to the sum of cash, cash equivalents, short-term 5 Average stage length is calculated by dividing the total number of available seat miles investments and the amount of available credit under Air Canada’s revolving credit by the total number of seats dispatched. facilities. At December 31, 2015, unrestricted liquidity was comprised of cash and 6 Revenue passengers are counted on a flight number basis (rather than by journey/ short-term investments of $2,672 million and undrawn lines of credit of $296 million. itinerary or by leg) which is consistent with the IATA definition of revenue passengers At December 31, 2014, unrestricted liquidity was comprised of cash and short-term carried. investments of $2,275 million and undrawn lines of credit of $410 million. 3 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”) and Sky Regional Airlines Inc. (“Sky Regional”)) operating under capacity purchase agreements with Air Canada. 2 TABLE OF CONTENTS 1. Highlights 2 Message from the President and Chief Executive Officer 4 Management’s Discussion and Analysis of Results of Operations and Financial Condition 2. Introduction and Key Assumptions 7 3. About Air Canada 9 4. Strategy 10 5. Overview 19 6. Results of Operations – Full Year 2015 versus Full Year 2014 22 7. Results of Operations – Fourth Quarter 2015 versus Fourth Quarter 2014 31 8. Fleet 42 9. Financial and Capital Management 45 9.1. Liquidity 45 9.2. Financial Position 45 9.3. Adjusted Net Debt 46 9.4. Working Capital 47 9.5. Consolidated Cash Flow Movements 48 9.6. Capital Expenditures and Related Financing Arrangements 49 9.7. Pension Funding Obligations 50 9.8. Contractual Obligations 51 9.9. Share Information 54 10. Quarterly Financial Data 55 11. Selected Annual Information 57 12. Financial Instruments and Risk Management 58 13. Critical Accounting Estimates 61 14. Accounting Policies 64 15. Off-Balance Sheet Arrangements 65 16. Related Party Transactions 65 17. Risk Factors 66 18. Controls and Procedures 77 19. Non-GAAP Financial Measures 78 20. Glossary 81 2015 Consolidated Financial Statements and Notes Statement of Management’s Responsibility for Financial Reporting 84 Independent Auditor’s Report 85 Consolidated Financial Statements and Notes 86 Officers and Directors 136 Investor and Shareholder Information 137 Official Languages at Air Canada 137 Corporate Profile 138 MESSAGE FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER Air Canada’s 2015 results are the strongest evidence yet of the success of our transformational strategy. Among other records, our revenues, EBITDAR, operating income and adjusted net income for the year all surpassed anything we previously reported. This affirms our progress toward sustainable, long- term profitability. Adjusted net income of $1.2 billion ($4.18 per diluted share) exceeded the previous year’s record by $691 million or $2.37 per diluted share. EBITDAR was $2.5 billion, an improvement of 51.6 per cent over 2014. Our closely watched operating margin increased nearly five percentage points to 10.8 per cent from 6.1 per cent a year earlier. Such results attest to the hard work of everyone within our organization and speak to our shared determination to deliver on our commitments to investors. Broadly stated, Air Canada is intent on pursuing profitable growth through margin expansion to achieve sustained profitability. To enable shareholders to evaluate our progress, in 2013 we set forth three quantifiable financial objectives that we subsequently increased in 2015. These included an annual EBITDAR margin of 15-to-18 per cent from 2015 to 2018; a Return on Invested Capital (ROIC) of 13-to-16 per cent from 2015 to 2018; and a Leverage Ratio of 2.2 or less by 2018. For the sixth consecutive year, operating revenue has grown. It exceeded $13.8 billion in 2015, up $596 million from the previous year. Passenger revenues rose, with an overall system-wide increase of 5.2 per cent. In line with projections, we achieved a 0.2 per cent reduction in adjusted unit costs, which would have decreased 3.6 per cent had the Canada-U.S. dollar exchange rate remained at 2014 levels. Our operating expenses of nearly $12.4 billion decreased $85 million, or one per cent from the prior year. Overall, our total unit cost fell 9.3 per cent largely due to fuel cost savings, but we view low fuel prices during the year as transitory and our plans are not contingent on oil prices remaining at 2015 levels. 4 We completed the year with unrestricted liquidity indicative of the extent to which we at Air Canada are of nearly $3 billion. Adjusted net debt amounted to engaged in this task, working determinedly together, approximately $6.3 billion, an increase of $1.2 billion guided by our four corporate priorities first set in 2009. from a year earlier due mainly to currency fluctuations The first of these is Revenue Enhancement and Cost on long-term debt and finance lease balances and Transformation. This entails expanding margins continued investments in our fleet expansion. At through reducing unit costs while concurrently seeking year-end, our adjusted net debt to trailing 12-month new means to generate incremental passenger and EBITDAR ratio was 2.5 versus 3.1 for the prior period. ancillary revenue. In 2015, the major ratings agencies either upgraded or affirmed their ratings on Air Canada and its assorted Driving this priority has been Air Canada’s ongoing debt instruments. fleet renewal program. During the year, Air Canada took delivery of six more Boeing 787 Dreamliners, As at January 1, 2016, the aggregate solvency surplus bringing us to 12 of a firm order of 37 of these in Air Canada’s domestic registered pension plans is aircraft. The 787 yields significant efficiency and $1.3 billion, up from $660 million from a year earlier. customer satisfaction gains over the older aircraft This remarkable turnaround from our $2.2 billion they replace. Complementing the 787 program is a solvency deficit at the end of 2010 should better conversion program underway for our Boeing 777 secure our employees’ retirements, while heightening and Airbus A330 fleet to outfit these aircraft with an our financial flexibility and reducing the company’s interior that is both more competitive and provides overall risk profile.