Table of Contents
As filed with the Securities and Exchange Commission on April 29, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 20-F
____________________
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission file number: 001-32696
____________________
COPA HOLDINGS, S.A.
(Exact name of Registrant as Specified in Its Charter)
____________________
Not Applicable
(Translation of Registrant’s Name Into English)
Republic of Panama
(Jurisdiction of Incorporation or Organization)
Avenida Principal y Avenida de la Rotonda, Costa del Este
Complejo Business Park, Torre Norte
Parque Lefevre, Panama City
Panama 0816-06819
(Address of Principal Executive Offices)
Daniel Tapia
Complejo Business Park, Torre Norte
Parque Lefevre, Panama City, Panama
+507 304 2774 (Telephone)
(Registrant’s Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of Each Class:
Trading Symbol(s)
Name of Each Exchange On Which Registered
Class A Common Stock, without par value
CPA
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
____________________
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report: As of December 31, 2023, there were outstanding 42,039,814 shares of common stock, without par value, of which 31,101,689 were Class
A shares and 10,938,125 were Class B shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of Exchange Act.:
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow:
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes No
Table of Contents
Table of Contents
Introduction
Market Data
Presentation of Financial and Statistical Data
Special Note About Forward-Looking Statements
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Item 4. Information on the Company
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
Item 6. Directors, senior management and employees
Item 7. Major Shareholders and Related Party Transactions
Item 8. Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Item 12. Description of Securities Other than Equity Securities
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16. Reserved
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
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Introduction
In this annual report on Form 20-F, unless the context otherwise requires, references to “Copa Airlines” are to Compañía Panameña de Aviación, S.A., the
consolidated operating entity, “Wingo” refers to the low-cost business model offered by AeroRepública and La Nueva Aerolínea, S.A., and references to “Copa”,
“Copa Holdings”, “we”, “us” or the “Company” are to Copa Holdings, S.A. and its consolidated subsidiaries. References to “Class A shares” refer to Class A
shares of Copa Holdings, S.A.
This annual report contains terms relating to operating performance that are commonly used within the airline industry and are defined as follows:
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“Aircraft utilization” represents the average number of block hours operated per day per aircraft for the total aircraft fleet.
“Available seat miles” or “ASMs” represents the aircraft seating capacity multiplied by the number of miles the seats are flown.
“Average stage length” represents the average number of miles flown per flight segment.
“Block hours” refers to the elapsed time between an aircraft leaving an airport gate and arriving at an airport gate.
“Load factor” represents the percentage of aircraft seating capacity that is actually utilized (calculated by dividing revenue passenger
miles by available seat miles).
“Operating expense per available seat mile” represents operating expenses divided by available seat miles.
“Operating revenue per available seat mile” represents operating revenues divided by available seat miles.
“Passenger revenue per available seat mile” represents passenger revenues divided by available seat miles.
“Revenue passenger miles” represents the number of miles flown by revenue passengers.
“Revenue passenger kilometers” represents the number of kilometers flown by revenue passengers.
“Revenue passengers” represents the total number of paying passengers (including all passengers redeeming frequent flyer miles and
other travel awards) flown on all flight segments (with each connecting segment being considered a separate flight segment).
“Yield” represents the average amount one passenger pays to fly one mile.
Market Data
This annual report contains certain statistical data regarding our airline routes, our competitive position, market share and the market size of the
Latin American airline industry. This information has been derived from a variety of sources, including the International Air Transport Association, the U.S.
Federal Aviation Administration, the International Monetary Fund and other third-party sources, governmental agencies or industry or general publications.
Information for which no source is cited has been prepared by us on the basis of our knowledge of Latin American airline markets and other information available
to us. The methodology and terminology used by different sources are not always consistent, and data from different sources are not readily comparable. In
addition, sources other than us use methodologies that are not identical to ours and may produce results that differ from our own estimates. Although we have not
independently verified the information concerning our competitive position, market share, market size, market growth or other similar data provided by third-
party sources or by industry or general publications, we believe these sources and publications are generally accurate and reliable.
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Presentation of Financial and Statistical Data
Included in this annual report are our audited consolidated statement of financial position as of December 31, 2023 and 2022, and the related audited
consolidated statements of profit or loss, comprehensive income or loss, changes in equity and cash flows for the years ended December 31, 2023, 2022 and 2021.
The details of the changes in accounting policies or presentation are disclosed in note 5 of our annual consolidated financial statements.
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards or “IFRS,” as issued by
the International Accounting Standards Board, or “IASB.”
Unless otherwise indicated, all references in the annual report to “$” or “dollars” refer to U.S. dollars.
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not
be an arithmetic aggregation of the figures that precede them.
Special Note About Forward-Looking Statements
This annual report includes forward-looking statements, principally under the captions “Risk Factors,” “Business Overview” and “Operating and
Financial Review and Prospects.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events
and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to
differ substantially from those anticipated in our forward- looking statements, including, among other things:
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general economic, political and business conditions in Panama and Latin America and particularly in the geographic markets we
serve;
our management’s expectations and estimates concerning our future financial performance and financing plans and programs;
our level of debt and other fixed obligations;
demand for passenger and cargo air service in the markets in which we operate;
competition;
our capital expenditure plans;
changes in the regulatory environment in which we operate;
changes in labor costs, maintenance costs, fuel costs and insurance premiums;
changes in market prices, customer demand and preferences and competitive conditions;
cyclical and seasonal fluctuations in our operating results;
defects or mechanical problems with our aircraft;
our ability to successfully implement our growth strategy;
our ability to obtain financing on commercially reasonable terms; and
the risk factors discussed under “Risk Factors” beginning on page 3.
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The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify
forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies,
financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition.
Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking
statements after the date of this annual report because of new information, future events or other factors. In light of the risks and uncertainties described above, the
forward- looking events and circumstances discussed in this annual report might not occur and are not guarantees of future performance.
Considering these limitations, you should not place undue reliance on forward-looking statements contained in this annual report.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A.
Selected Financial Data
Not applicable.
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Risks Relating to our Company
Failure to successfully implement our business strategy may adversely affect our results of operations and harm the market value of our Class A shares.
We intend to continue expanding our service to new markets as well as increasing the frequency of flights to the markets we currently serve.
Achieving these goals allows our business to benefit from cost efficiencies resulting from economies of scale. We expect to have substantial cash needs as we
expand, including cash required to fund aircraft acquisitions or aircraft deposits as we add to our fleet. If we do not have enough cash to fund such projects, we
may not be able to successfully expand our route system, therefore, our future revenue and earnings growth would be limited.
As we restart routes, add new frequencies to existing routes or add new routes, our advertising and other promotional costs generally increase, which
may result in initial losses that could have a negative impact on our results of operations as well as require substantial amounts of cash. We also periodically run
special promotional fare campaigns. Promotional fares can have the effect of increasing load factors while reducing our yield on such routes during the period that
they are in effect. The number of markets we serve and flight frequencies depend on available demand and on our ability to identify the appropriate geographic
markets upon which to focus and to gain suitable airport access in addition to route approval in the aforementioned markets. There can be no assurance that the
markets we enter will yield passenger traffic at the expected fares that will be sufficient to make our operations in those new markets profitable. Any condition
that would prevent or delay our access to key airports or routes, including limitations on the ability to process more passengers, the imposition of flight capacity
restrictions, the inability to secure additional route rights or renew existing route rights that we ceased to use during the pandemic, under bilateral agreements or
the inability to maintain our existing slots, flight banks and obtain additional slots, could constrain the expansion of our operations.
Our business also requires skilled personnel, equipment and facilities. The inability to hire, train and/or retain pilots and other personnel or secure
the required equipment and facilities efficiently, cost-effectively, and on a timely basis, could adversely affect our ability to execute our plans. It also could strain
our existing management resources and operational, financial and management information systems to the point where they may no longer be adequate to support
our operations, requiring us to make significant expenditures in these areas. Difficulties obtaining necessary equipment could also affect our business. Considering
these factors, we cannot ensure that we will be able to successfully establish new markets or expand our existing markets, and our failure to do so could have an
impact on our business and results of operations, as well as the value of our Class A shares.
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Our performance is heavily dependent on economic and political conditions in the countries in which we do business.
Travel expenditures are sensitive to personal and business discretionary spending levels and tend to grow more slowly or decline during economic
downturns. A substantial portion of our assets is located in Panama and a significant portion of our passengers’ trips either originate or end in Panama.
Furthermore, a large majority of Copa’s flights operate through our hub at Tocumen International Airport. As a result, we depend on economic and political
conditions prevailing from time to time in Panama.
In the fourth quarter of 2023, Panama experienced significant political and economic disruption due to the Panamanian government’s contract with a
Canadian mining company, First Quantum, which led to widespread protests that caused disruptions in various key sectors, including transportation and retail.
Additionally, the upcoming 2024 Panamanian general elections may generate further uncertainty, as political shifts could lead to changes in economic or
regulatory policies that could affect the business environment in Panama. Additionally, loss of investor confidence or a downgrade of Panama’s investment grade
credit rating could result in increases to financing costs and adversely affect our operations in Panama.
We also derive a substantial portion of our revenues from Colombia, Brazil, the United States, Argentina, and other countries in Latin America. We
have been negatively impacted by poor economic performance in certain emerging market countries in which we operate, as well as by weaker Latin American
currencies.
For example, the recent political shift in Argentina’s government could lead to significant policy reforms, which might include a potential change in
the national currency. A new currency or further devaluations of the Argentine Peso could increase the cost of our operations and the value of our assets in the
country. The uncertainty associated with political and economic shifts might also impact our investment decisions and long-term strategy in Argentina.
In addition, Venezuela has experienced difficult political conditions and declines in the rate of economic growth in recent periods as well as
governmental actions that have adversely impacted businesses operating there. In December 2020, we cancelled flights between Panama and Venezuela, due to
the Venezuelan government’s restrictions on air travel aimed at controlling the spread of COVID-19 pandemic. We resumed service between Panama and
Venezuela in January 2021 after the Venezuelan government lifted the passenger flight restrictions. On May 15, 2019, the Homeland Security Department of the
United States announced a suspension of all commercial passenger and cargo flights between the United States and Venezuela. The U.S. Department of
Transportation (DOT) concurred with this determination and issued an order suspending all foreign air transportation for passengers or cargo to or from any
airport in Venezuela.
Any of the following developments (or a continuation or worsening of any of the following currently in existence) in the countries in which we
operate could adversely affect our business, financial condition, liquidity and results of operations:
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changes in economic or other governmental policies, including exchange controls;
changes in regulatory, legal or administrative practices; or
other political or economic developments over which we have no control.
Additionally, a significant portion of our revenues are derived from discretionary and leisure travel, which are especially sensitive to economic
downturns and political conditions. An adverse economic and/or political environment, whether global, regional or in a specific country, could result in a
reduction in passenger traffic, and leisure travel in particular, as well as a reduction in our cargo business, and could also impact our ability to raise fares, which in
turn would materially and negatively affect our financial condition and results of operations.
The cost of financing our aircraft may increase, or the availability of financing could be limited, which could negatively impact our business.
We have historically been able to achieve favorable financing terms through commercial and US Export-Import bank guaranteed loans, sale-
leasebacks, as well as operating leases. We have also been able to obtain financing through Japanese Operating Leases with Call Options (“JOLCOs”), which are
a form of tax financial leases obtained from Japanese lenders. If the JOLCO market were to substantially decrease or become unavailable, this could limit our
financing options and negatively impact our overall business.
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Aviation financing costs have increased significantly in recent periods, in particular for financing denominated in U.S. dollars, as a result of central
bank responses to inflation and global macroeconomic trends. If the costs of such financing increase or we are unable to obtain such financing, we may be forced
to incur higher than anticipated financing costs, which could have an adverse impact on our business, including the execution of our growth strategy.
If we are unable to successfully operate new aircraft due to safety concerns, in particular our new Boeing 737 MAX aircraft, our business could be
harmed.
We fly and rely on Boeing aircraft. As of December 31, 2023, we operated a fleet of 106 Boeing aircraft. In 2024, we expect to take delivery of three
additional Boeing 737 MAX 9 aircraft and twelve additional Boeing 737 MAX 8 aircraft.
In the future we expect to continue incorporating new aircraft into our fleet. This is based on a variety of factors, including the implementation of
our business strategy. Acquisition of new aircraft involves a variety of risks relating to their ability to be successfully placed into service including:
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manufacturer’s delays in meeting the agreed upon aircraft delivery schedule;
difficulties in obtaining financing on acceptable terms to complete our purchase of all of the aircraft we have committed to purchase;
and
the inability of new aircraft and their components to comply with agreed upon specifications and performance standards.
In addition, we cannot predict the reliability of our new fleet as the aircraft matures. In particular, we cannot predict the reliability of the Boeing 737
MAX aircraft, powered by LEAP 1B engines, which first entered commercial service in May 2017. The LEAP 1B engine was developed by Safran Aircraft
Engines and GE through their joint company, CFM International, to power the next generation of single-aisle commercial jets. The LEAP 1B has been selected by
Boeing as the exclusive power plant for the new 737 MAX single-aisle jetliner.
Following the Ethiopian Airlines accident involving a Boeing 737 MAX 8 aircraft on March 10, 2019, we suspended operations of our six Boeing
737 MAX 9 aircraft, after authorities in Panama and other countries grounded the 737 MAX fleet worldwide. On November 18, 2020, the FAA rescinded its
grounding order, issued an airworthiness directive, and published various new requirements and operating procedures specific to the MAX aircraft. In January
2021, we resumed operations of our Boeing 737 MAX fleet after the authorization of the AAC.
However, the recent incident on January 5, 2024, involving an Alaska Airlines Boeing 737 MAX in Portland, Oregon, raised concerns over the 737
MAX’s operational safety. Following this incident, the FAA issued directives leading to the temporary grounding of certain Boeing 737 MAX 9 aircraft, including
21 of our planes. From January 6 to January 29, a total of 1,788 flights were cancelled. After undergoing the technical inspections required by regulators, most of
these aircraft have returned to our flight schedule. We cannot estimate any reputational and commercial impact that may have resulted from the grounding of
Boeing MAX aircraft. Technical issues with our aircraft would increase our maintenance expenses and could lead to flight cancellations and other disruptions in
our services.
We have historically operated using a hub-and-spoke model and are vulnerable to competitors offering direct flights between destinations we
serve and/or opening new hubs.
The general structure of our flight operations follows what is known in the airline industry as a “hub-and-spoke” model. This model aggregates
passengers by operating flights from a number of “spoke” origins to a central hub through which they are transported to their final destinations. In recent years,
many traditional hub-and-spoke operators have faced significant and increasing competitive pressure from low-cost, point-to-point carriers on routes with
sufficient demand to sustain point-to-point service. A point-to-point structure enables airlines to focus on the most profitable, high-demand routes and to offer
greater convenience and, in many instances, lower fares. As demand for air travel in Latin America increases, some of our competitors have initiated non-stop
service between destinations that we currently serve through our hub in Panama. Additionally, newer aircraft models, such as Boeing 737 MAX and Airbus 320-
NEO, allow nonstop flights in certain city pairs that could not be served with prior generation narrow-body aircraft and may bypass our hub. Airbus will also
launch the A321 XLR: a new model of the Airbus 320 family that will extend the range of the current Airbus 320 NEO allowing competitors to explore new
competitive routes overflying our Hub. It is expected to be released in 2024. Competitors are also opening new international hubs, especially in Brazil.
Competitive services, which bypass our hub in Panama, may be more convenient and possibly less expensive than our services and could significantly decrease
demand for our service to those destinations. In December 2016, we launched a low-cost business model, Wingo, to
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diversify our offerings and to better compete with other low-cost carriers, or “LCCs,” in the market. However, our traditional hub-and-spoke model remains our
primary operational model and we believe that competition from point-to-point carriers will be directed towards the largest markets that we serve and is likely to
continue at this level or intensify in the future. As a result, the effect of competition on us could be significant and could have a material adverse effect on our
business, financial condition and results of operations.
We may not realize benefits from Wingo, our low-cost business model.
Wingo is our low-cost business model, which is operated by AeroRepública, S.A. During 2021, we incorporated a new operator based in Panama,
La Nueva Aerolínea S.A., which started operating under the Wingo brand during the third quarter of 2023. As of December 31, 2023, Wingo operated nine of our
Boeing 737-800s, each configured with 186 seats in a single class cabin.
During recent years, we have successfully operated our Wingo low-cost business model, with better results than initially expected. As a result, we
decided to change the Boeing 737-700s fleet to Boeing 737-800s, with a greater seat density and lower unit costs, which should make our competitive position
stronger. Even though we have gained knowledge regarding the low-cost business model over recent years, we have limited experience operating it, and we may
not be able to accurately predict its impact on our main line services. In particular, if demand for Wingo flights is not substantial, or cannibalizes Copa´s mainline
flights, if our pricing strategy does not adequately align with our cost structure, or if Wingo does not meet customer expectations, Wingo’s operations could have a
negative impact on our reputation or our operating results.
Currently, the Wingo passenger service is provided through a Colombian Air Operator Certificate (“AOC”) and serves mostly the Colombian
domestic and international markets; therefore, the local economic and competitive environment could affect its operating results.
Our business is subject to extensive regulation which may restrict our growth, our operations or increase our costs.
Our business, financial condition and operational results could be adversely affected if we or certain aviation authorities in the countries to which we
fly fail to maintain the required foreign and domestic governmental authorizations necessary for our operations. In order to maintain the necessary authorizations
issued by the Panamanian Civil Aviation Authority (the Autoridad Aeronáutica Civil, or the “AAC”), the Colombian Civil Aviation Administration (the Unidad
Administrativa Especial de Aeronáutica Civil, or the “UAEAC”), and other corresponding foreign authorities, we must continue to comply with applicable
statutes, rules and regulations pertaining to the airline industry, including any rules and regulations that may be adopted in the future. In addition, Panama is a
member state of the International Civil Aviation Organization, or “ICAO,” a United Nations specialized agency. ICAO coordinates with its member states and
various industry groups to establish and maintain international civil aviation standards and recommended practices and policies, which are then used by ICAO
member states to ensure that their local civil aviation operations and regulations conform to global standards. We cannot predict or control any actions that the
AAC, the UAEAC, the ICAO or other foreign aviation regulators may take in the future, which could include restricting our operations or imposing new and
costly regulations or policies. Also, our fares are subject to review by the AAC, the UAEAC, and the regulators of certain other countries to which we fly, any of
which may in the future impose restrictions on our fares.
We are also subject to international bilateral air transport agreements that provide for the exchange of air traffic rights between each of Panama and
Colombia, and various other countries, and we must obtain permission from the applicable foreign governments to provide service to foreign destinations. There
can be no assurance that existing bilateral agreements between the countries in which our airline operating companies are based and foreign governments will
continue, or that we will be able to obtain more route rights under those agreements to accommodate our future expansion plans. Any modification, suspension or
revocation of one or more bilateral agreements could have a material adverse effect on our business, financial condition and results of operations. The suspension
of our permits to operate in certain airports or destinations, the cancellation of any of our provisional routes, the inability for us to obtain favorable take-off and
landing rights at certain high-density airports or the imposition of other sanctions could also have a negative impact on our business. We cannot be certain that a
change in a foreign government’s administration of current laws and regulations or the adoption of new laws and regulations will not have a material adverse
effect on our business, financial condition and results of operations.
The most active government regulator among the countries to which we fly is the U.S. Federal Aviation Administration, or “FAA”. The FAA from
time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures. FAA requirements
cover, among other things, security
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measures, collision avoidance systems, airborne wind shear avoidance systems, noise abatement and other environmental issues, and increased inspections and
maintenance procedures to be conducted on older aircraft. For example, following the Ethiopian Airlines accident involving a Boeing 737 MAX 8 aircraft on
March 10, 2019, we suspended operations of our six Boeing 737 MAX 9 aircraft, after authorities in Panama and other countries grounded the 737 MAX fleet
worldwide, during the investigation into the cause of the accident. We partially covered our operation with other aircraft in our fleet, with significant cancellations
and delays. On November 18, 2020, the FAA rescinded its grounding order, issued an airworthiness directive, and published training requirements enabling the
Company to begin modifying certain operating procedures, implementing enhanced pilot training requirements, installing FAA-approved flight control software
updates and completing other required maintenance tasks specific to the MAX aircraft. In January 2021, we resumed operations of our Boeing 737 MAX fleet
after the authorization of the AAC. On January 6, 2024, following the Airworthiness Directive issued by the FAA, we suspended operations of 21 Boeing 737
MAX 9 aircraft. From January 6 to January 29, 2024, a total of 1,788 flights were cancelled. After undergoing the technical inspections required by regulators,
most of these aircraft have returned to our flight schedule. See “—If we are unable to successfully operate new aircraft due to safety concerns, in particular our
new Boeing 737 MAX aircraft, our business could be harmed.” If the FAA or the U.S. Transportation Security Administration, or “TSA”, were to issue additional
regulations on aircraft, our ability to carry out regular operations could be negatively impacted. As we expand our presence on routes to and from the United
States, we expect to continue incurring expenses to comply with the FAA’s and TSA’s regulations, and any increase in the cost of compliance could have an
adverse effect on our financial condition and results of operations.
Copa Airlines is authorized by the DOT to engage in scheduled and charter air transportation services, including the transportation of persons,
property (cargo) and mail, or combinations thereof, between points in Panama and points in the United States and beyond (via intermediate points in other
countries). Copa Airlines holds the necessary authorizations from the DOT in the form of a foreign air carrier permit, an exemption authority and statements of
authorization to conduct our current operations to and from the United States. The exemption authority was granted by the DOT in February 1998 and was due to
expire in February 2000. However, the authority remains in effect by operation of law under the terms of the Administrative Procedure Act pending final DOT
action on the application we filed to renew the authority on January 3, 2000. There can be no assurance that the DOT will grant the application. Our foreign air
carrier permit has no expiration date. A modification, suspension or revocation of any of our DOT authorizations or FAA operating specifications could have a
material adverse effect on our business.
The growth of our operations to the United States and the benefits of our code-sharing arrangements with UAL are dependent on Panama’s continued
favorable safety assessment.
The FAA periodically audits the aviation regulatory authorities of other countries. As a result of this inspection, each country is given an
International Aviation Safety Assessment, or “IASA,” rating. As of 2018, Panama was rated a Category 1 country under the IASA program, which means that
Panama complies with the safety requirements set forth by ICAO. Furthermore in 2022, Copa Airlines and Copa Colombia successfully completed IOSA audits
by external providers. We cannot guarantee that the government of Panama and the AAC in particular, will continue to meet international safety standards, and we
have no direct control over their compliance with IASA guidelines. If Panama’s IASA rating were to be downgraded in the future, it could prevent us from
increasing service to the United States and could affect our code-share arrangement with UAL.
We are highly dependent on our hub at Panama City’s Tocumen International Airport.
Our business is heavily dependent on our operations at our hub at Panama City’s Tocumen International Airport. Most of our Copa flights either
depart from or arrive at our hub. Our operations and business strategy is therefore dependent on its facilities and infrastructure, including the success of its multi-
phase expansion projects, certain of which have been completed while others are underway. Terminal 2 started operating a few gates during the early part of 2019.
On June 22, 2022, we moved our ticket counter and baggage claim operations to Terminal 2 and began using 20 fully equipped gates in this new terminal. We also
opened a new 20,720 square foot Copa Club in the new terminal. Our operations were not affected by the transition between terminals.
In addition, the hub-and-spoke structure of our operations is particularly dependent on the on-time arrival of tightly coordinated groupings of flights (or
banks) to ensure that passengers can make timely connections to continuing flights. Like other airlines, we are subject to delays caused by factors beyond our
control, including air traffic, congestion at airports, adverse weather conditions, power outages and increased security/health measures. Delays affect passengers,
reduce aircraft utilization and increase costs, all of which in turn negatively affect our profitability.
Tocumen International Airport is operated by a corporation that is owned and controlled by the government of the Republic of Panama. We depend on our
good working relationship with the quasi-governmental corporation that operates
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the airport to ensure that we have adequate access to aircraft parking positions, landing rights and gate assignments for our aircraft to accommodate our current
operations and future plans for expansion. The corporation that operates Tocumen International Airport does not enter into any formal, written leases or other
agreements with airlines to govern rights to use the airport’s jet ways or aircraft parking spaces. Therefore, we would not have contractual recourse if the airport
authority reassigned needed resources in peak times to other airlines, materially raised fees or discontinued investments in the airport’s maintenance and
expansion. Any of these events could have a material adverse effect on our current operations or capacity for future growth.
We are exposed to increases in airport charges, taxes and various other fees and cannot be assured access to adequate facilities and landing rights
necessary to achieve our business strategy.
We must pay fees to airport operators for the use of their facilities. Any additional fees or substantial increase in current airport charges, including at
Tocumen International Airport, could have a material adverse impact on our results of operations. Passenger taxes and airport charges have increased in recent
years, sometimes substantially, particularly since the beginning of the pandemic. For example, in 2020 the industry experienced materially higher effective rates
related to airport services in North America. Certain important airports that we use may be privatized in the near future, which is likely to result in significant cost
increases to the airlines that use these airports. We cannot ensure that the airports used by us will not impose, or further increase, passenger taxes and airport
charges in the future, and any such increases could have an adverse effect on our financial condition and results of operations.
Certain airports that we serve (or that we plan to serve in the future) are subject to capacity constraints and impose various restrictions, including
slot restrictions during certain periods of the day, limits on aircraft noise levels, limits on the number of average daily departures and curfews on runway use. We
cannot be certain that we will be able to obtain a sufficient number of slots, gates and other facilities at airports to expand our services in line with our growth
strategy. It is also possible that airports not currently subject to capacity constraints may become so in the future. In addition, an airline must use its slots on a
regular and timely basis or risk having those slots re-allocated to others. Where slots or other airport resources are not available or their availability is restricted in
some way, we may have to amend our schedules, change routes or reduce aircraft utilization. Any of these alternatives could have an adverse financial impact on
us. In addition, we cannot ensure that airports at which there are no such restrictions may not implement restrictions in the future or that, where such restrictions
exist, they may not become more onerous. Such restrictions may limit our ability to continue to provide or to increase services at such airports.
We have significant fixed financing costs and expect to incur additional fixed costs as we expand our fleet.
The airline business is characterized by high leverage. We have significant fixed expenditures in connection with our operating leases and facility
rental costs, and a significant portion of our property and equipment is pledged to secure indebtedness. For the year ended December 31, 2023, our finance cost
totaled $158.2 million. As of December 31, 2023, approximately 71.1% of our total indebtedness bore interest at fixed rates and the remainder was determined
with reference to the Secured Overnight Financing Rate (“SOFR”). Most of our aircraft lease obligations bear interest at fixed rates. Given worldwide increases in
interest rates and benchmark rates, we expect our financing cost to increase in future periods.
As of December 31, 2023, the Company had one purchase contract with Boeing involving 57 firm orders of Boeing 737 MAX aircraft, agreed to be
delivered between 2024 and 2028. The aircraft under this contract have an approximate value of $2.8 billion based on contractual obligations net of discounts and
pre-delivery payments, including estimated amounts for contractual price escalation. We will require substantial capital from external sources to meet our future
financial commitments. In addition, the acquisition and financing of these aircraft will likely result in a substantial increase in our leverage and fixed financing
costs. A high degree of leverage and fixed payment obligations could:
•
•
•
limit our ability in the future to obtain additional financing for working capital or other important needs;
impair our liquidity by diverting substantial cash from our operating needs to service fixed financing obligations; or
limit our ability to plan for or react to changes in our business, in the airline industry or in general economic conditions.
Any one of these factors could have a material adverse effect on our business, financial condition and results of operations.
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If we were to determine that our aircraft, rotable parts or inventory were impaired, it would have a significant adverse effect on our
operating results.
If there is objective evidence that an impairment loss on long-lived assets carried at amortized cost has been incurred, the amount of the impairment
loss is measured as the difference between the asset’s carrying amount and the higher of its fair value less cost to sell and its value in use, defined as the present
value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the asset’s risk adjusted interest rate. The
carrying amount of the asset is reduced and the loss is recorded in the consolidated statement of profit or loss. In addition to the fact that the value of our fleet
declines as it ages, any potential excess capacity in the airline industry, airline bankruptcies and other factors beyond our control may further contribute to the
decline of the fair market value of our aircraft and related rotable parts and inventory. When these impairments occur, we are required under IFRS to write down
these assets through a charge to earnings. A significant charge to earnings would adversely affect our financial condition and operating results. In addition, the
interest rates on and the availability of certain of our aircraft financing loans are tied to the value of the aircraft securing the loans. If those values were to decrease
substantially, our interest rates may rise or the lenders under those loans may cease extending credit to us, either of which could have an adverse impact on our
financial condition and results of operations.
During 2020, we announced the sale of our B737-700 fleet, which resulted in a non-cash impairment charge of $191.2 million. In 2021, we sold
three B737-700 aircraft, and due to an increase in demand in the region, the Board of Directors approved continuing to operate the remaining nine Boeing 737-
700 aircraft for a period of three years. The Company reclassified these aircraft to property plant and equipment since the classification of assets held for sale is no
longer met. This reclassification resulted in a reversal of impairment losses of $5.4 million.
During 2022, we sold two B737-700 airframes that were under a lease agreement to a third party, and no significant additional gain or loss was
recognized on the sale.
No impairment indicators were identified in 2023 and 2022 in the property and equipment or inventory.
We rely on information and other aviation technology systems to operate our businesses and any failure or disruption of these systems may have an
impact on our operational and financial results.
We rely upon information technology systems to efficiently operate our business. We are highly reliant on certain systems for flight operations,
aircraft maintenance, check-in, boarding, baggage handling, revenue management and pricing, reservations, accounting, and cargo. Other systems are designed to
decrease distribution costs through internet reservations and to maximize cargo distributions, crew utilization and flight scheduling. These systems may not
deliver their anticipated benefits.
In the ordinary course of business, we may upgrade or replace our systems or otherwise modify and refine our existing systems to address changing
business requirements. In particular, our digital channels rely on continuously changing technology and, as this technology is updated, older technology may
become obsolete. Our operations and competitive position could be adversely affected if we are unable to upgrade or replace our systems in a timely and effective
manner once they become outdated, and any inability to upgrade or replace our systems could negatively impact our financial results.
Any transition to new systems may result in a loss of data or service interruption that could harm our business. Information systems could also suffer
disruptions due to events beyond our control, including natural disasters, power failures, terrorist attacks, cyber-attacks, data theft, equipment or software failures,
computer viruses or telecommunications failures. We cannot ensure that our security measures or disaster recovery plans are adequate to prevent failures or
disruptions. Substantial or repeated website, reservations systems or telecommunication system failures or disruptions, including failures or disruptions related to
our integration of technology systems, could reduce the attractiveness of our Company versus our competitors, materially impair our ability to market our services
and operate flights, result in the unauthorized release of confidential or otherwise protected information, and result in increased costs, lost revenue, or the loss or
compromise of important data.
We make extensive use of online services and centralized data processing, including through third-party service providers. The secure maintenance
and transmission of customer and employee information is a critical element of our operations. Our information technology and other systems, or those of service
providers or business partners that maintain and transmit customer information, may be particularly vulnerable to cyberattacks, including ransomware. Our
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systems may also be compromised by a malicious third-party penetration of our security measures or of a third-party service provider or business partner, or
impacted by deliberate or inadvertent actions or inactions by our employees or those of a third-party service provider or business partner. As a result, personal
information may be lost, disclosed, accessed or taken without consent.
Future cybersecurity requirements in compliance with applicable laws could increase our costs and our reputation and business may be harmed and we
may be subject to legal claims if there is a loss, unlawful disclosure or misappropriation of, or unsanctioned access to, our customers’, employees’,
business partners’ or our own information, or if there are any other breaches of our information security.
We transmit confidential credit card information throughout secure private retail networks and rely on encryption and authentication technology
licensed from third parties to provide the security and authentication necessary to effectively secure transmission and storage of confidential information, such as
customer credit card information. The Company has made significant efforts to secure its data network. If our security or network were compromised in any way,
it could have a material adverse effect on the reputation, business, operating results and financial condition of the Company and could result in a loss of
customers. Additionally, any material failure by the Company to achieve or maintain compliance with the Payment Card Industry security requirements or rectify
a security issue may result in fines and the imposition of restrictions on the Company’s ability to accept credit cards as a form of payment.
As a result of these types of risks, we regularly review and update procedures and processes to prevent and protect against unauthorized access to
our systems and information and inadvertent misuse of data.
However, it is difficult or impossible to defend against every risk being posed by changing technologies as well as acts of cyber-crime. Increasing
sophistication of cyber criminals and terrorists make keeping up with new threats difficult and controls employed by our information technology department and
cloud vendors could prove inadequate. As a result, we cannot be certain that we will not be the target of attacks on our networks and intrusions into our data,
particularly given continuous advances in the technical capabilities of potential attackers, and increased financial and political motivations to carry out cyber-
attacks on physical systems, gain unauthorized access to information, make information unavailable for use through, for example, ransomware or denial-of-
service attacks, and otherwise exploit new and existing vulnerabilities in our infrastructure. Such a cyber-attack could lead to significant costs or other material
financing impacts, which may not be covered by or may exceed the coverage limits of, our cyber insurance, and such costs and impacts may have material adverse
effect on our business, reputation, financial condition, cash flows and operating results. The risk of a data security incident or disruption, particularly through
cyber-attack or cyber intrusion, including by computer hackers, foreign governments, criminal organizations and cyber terrorists, has increased as the number,
intensity and sophistication of attempted attacks and intrusions from around the world have increased. Also, since the COVID-19 pandemic, there is increased
reliance on employees working remotely, which has increased the risk of malicious actors exploiting vulnerabilities in their devices.
Furthermore, in response to data security threats and to data privacy concerns, there has been heightened legislative and regulatory focus on attacks
on critical infrastructures, including those in the transportation sector, and on data security and privacy in Panama, Brazil, the United States and other countries
where we operate, including requirements for varying levels of data usage consent and data subject notification in the event of a data security incident. This
regulatory environment is increasingly complex and may lead to material obligations to our business, including significantly expanded compliance demands and
related costs.
Any such loss, disclosure or misappropriation of, or access to, customers’, employees’ or business partners’ information or other breach of our
information security could result in legal claims or legal proceedings, including regulatory investigations and actions, may have a negative impact on our
reputation and may materially adversely affect our business, operating results and financial condition. Furthermore, the loss, disclosure or misappropriation of our
business information may materially adversely affect our business, operating results and financial condition.
Our liquidity could be adversely impacted in the event one or more of our credit card processors were to impose material reserve requirements for
payments due to us from credit card transactions.
We currently have agreements with organizations that process credit card transactions arising from purchases of air travel tickets by our customers.
Credit card processors have financial risk associated with tickets purchased for travel that can occur several weeks after the purchase. Our credit card processing
agreements provide for reserves to be deposited with the processor in certain circumstances. We do not currently have reserves posted for our credit card
processors. If circumstances were to occur requiring us to deposit reserves, the negative impact on our liquidity could be significant, which could materially
adversely affect our business.
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The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services.
Under certain of the Company’s credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company
maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided
the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments
related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments
(collectively, “Unrestricted Liquidity”).
Our quarterly results could fluctuate substantially, and the trading price of our Class A shares may be affected by such variations.
The airline industry is by nature cyclical and seasonal, and our operating results may vary from quarter to quarter. In general, demand for air travel is
higher in the third and fourth quarters, particularly in international markets, because of the increase in vacation travel during these periods relative to the
remainder of the year. We tend to experience the highest levels of traffic and revenue in July and August, with a smaller peak in traffic in December and January.
We generally experience our lowest levels of passenger traffic in April and May. Given our high proportion of fixed costs, seasonality can affect our profitability
from quarter to quarter. Demand for air travel is also affected by factors such as disease outbreaks, economic conditions, capacity additions by competitors, war or
the threat of war, fare levels and weather conditions.
Due to the factors described above and others described in this annual report, quarter-to-quarter comparisons of our operating results may not be
good indicators of our future performance. In addition, it is possible that in any quarter our operating results could be below the expectations of investors and any
published reports or analyses regarding our Company. In that event, the price of our Class A shares could decline, perhaps substantially.
Our reputation and financial results could be harmed in the event of an accident or incident involving our aircraft or the type of aircraft that we
operate.
An accident or incident involving one of our aircraft could involve significant claims by injured passengers and others, as well as significant costs
related to the repair or replacement of a damaged aircraft and its temporary or permanent loss from service. We are required by our creditors and the lessors of our
aircraft under our operating lease agreements to carry liability insurance, but the amount of such liability insurance coverage may not be adequate and we may be
forced to bear substantial losses in the event of an accident. Our insurance premiums may also increase, or we may lose our eligibility for insurance, due to an
accident or incident affecting one of our aircraft. Substantial claims resulting from an accident in excess of our related insurance coverage or increased premiums
would harm our business and financial results.
Moreover, any aircraft accident or incident, even if fully insured, could cause the public to perceive us as less safe or reliable than other airlines,
which could harm our business and results of operations. The Copa brand name and our corporate reputation are important and valuable assets. Adverse publicity
(whether or not justified) could tarnish our reputation and reduce the value of our brand. Adverse perceptions of the types of aircraft that we operate arising from
safety concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft, could significantly harm our business
as the public may avoid flying on our aircraft. See “—If we are unable to successfully operate new aircraft due to safety concerns, in particular our new Boeing
737 MAX aircraft, our business could be harmed.”
Fluctuations in foreign exchange rates could negatively affect our net income.
In 2023, approximately 64.3% of revenues and 79.2% of expenses were denominated in U.S. dollars (for 2022, U.S. dollar-denominated revenues
and expenses were 63.3% and 77.3%, respectively). A significant part of our revenue is denominated in foreign currencies, including the Colombian peso,
Brazilian real, Argentinian peso and Mexican peso, which represented 10.0%, 7.7%, 5.1% and 3.5%, respectively (for 2022, these foreign currencies-denominated
revenues were 12.1%, 8.0%, 4.6% and 2.6%, respectively). If any of these currencies decline in value against the U.S. dollar, our revenues, expressed in U.S.
dollars, and our operating margin would be adversely affected. We may not be able to adjust our fares denominated in other currencies to offset any increases in
U.S. dollar-denominated expenses, increases in interest expense or exchange losses on fixed obligations or indebtedness denominated in foreign currency.
We are also exposed to exchange rate losses, as well as gains, due to the fluctuation in the value of local currencies against the U.S. dollar between
the times we are paid in local currencies and the time we are able to repatriate the revenues in U.S. dollars. Typically, this process takes between one and two
weeks in most countries to which we fly.
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Changes in accounting standards could adversely affect our financial results.
The IASB, or other regulatory authorities, periodically introduce modifications to financial accounting and reporting standards or issue new
financial accounting and reporting standards under which we prepare our consolidated financial statements. These changes can materially affect the way we
present our financial condition and results of operations. We may also be required to retroactively apply new or revised standards, which would require us to
restate previous financial statements.
Our maintenance costs will increase as our fleet ages.
The average age of our fleet was approximately 9.7 years as of December 31, 2023. Historically, we have incurred low levels of maintenance
expenses relative to the size of our fleet because most of the parts on our aircraft are covered under multi-year warranties. As our fleet ages, these warranties
expire and the time flown by each aircraft increases, and our maintenance costs will increase, both on an absolute basis and as a percentage of our operating
expenses.
If we enter into a prolonged dispute with any of our employees, many of whom are represented by unions, or if we are required to substantially increase
the salaries or benefits of our employees, it may have an adverse impact on our operations and financial condition.
Approximately 64.2% of our 7,625 employees are unionized. There are currently five unions covering our employees based in Panama: the pilots’
union, the flight attendants’ union, the mechanics’ union, the passenger service agents’ union, and an industry union, which represents ground personnel,
messengers, drivers, passenger service agents, counter agents and other non-executive administrative staff.
We entered into collective bargaining agreements with the flight attendants’ union in March 2023, the pilot’s union in February 2023, the
mechanics’ union in May 2022 and the industry union in March 2022. We do not have a collective bargain agreement negotiated with UGETRACAS, an aviation
industry union in Panama, because they do not have the eligible amount of employees. Collective bargaining agreements in Panama typically have four-year
terms.
In addition to unions in Panama, there are unions in Colombia, Brazil and Argentina that cover our employees in these countries. In Colombia there
are four unions covering employees. In Brazil, all airline industry employees in the country are covered by the industry union agreements. In Argentina airport
employees are affiliated with an industry union (UPADEP).
A strike, work interruption, stoppage or any prolonged dispute with our employees who are represented by any of these unions could have an
adverse impact on our operations. These risks are typically exacerbated during periods of renegotiation with the unions, which typically occurs every two to four
years depending on the jurisdiction and the union. Any renegotiated collective bargaining agreement could feature significant wage increases and a consequent
increase in our operating expenses. Any failure to reach an agreement during negotiations with unions may require us to enter into arbitration proceedings, use
financial and management resources and potentially agree to terms that are less favorable to us than our existing agreements. Employees who are not currently
members of unions may also form new unions that may seek further wage increases or benefits.
Our business is labor-intensive. We expect salaries, wages, benefits and other employee expenses to increase on a gross basis, and these costs could
increase as a percentage of our overall costs. If we are unable to hire, train and retain qualified pilots and other employees at a reasonable cost, our business could
be harmed and we may be unable to complete our expansion plans.
Our revenues depend on our relationship with travel agents and tour operators and we must manage the costs, rights and functionality of these third-
party distribution channels effectively.
In 2023, a portion of our revenues were derived from tickets sold through third-party distribution channels, including those provided by
conventional travel agents, online travel agents (“OTAs”) or tour operators. We cannot assure that we will be able to maintain favorable relationships with these
ticket sellers. Our revenues could be adversely impacted if travel agents or tour operators elect to favor other airlines or to disfavor us. Our relationship with travel
agents and tour operators may be affected by:
•
•
the size of commissions offered by other airlines;
changes in our arrangements with other distributors of airline tickets; and
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•
the introduction and growth of new methods of selling tickets.
These third-party distribution channels, along with global distribution systems (“GDSs”) that travel agents, OTAs and tour operators use to obtain
airline travel information and issue airline tickets, are more expensive than those we operate ourselves, such as our website. Certain of these distribution channels
also effectively restrict the manner in which we distribute our products generally. To remain competitive, we need to successfully manage our distribution costs
and rights, increase our distribution flexibility and improve the functionality of third-party distribution channels, while maintaining an industry-competitive cost
structure. These initiatives may affect our relationships with our third-party distribution channels. Any inability to manage our third-party distribution costs, rights
and functionality at a competitive level or any material diminishment or disruption in the distribution of our tickets could have a material adverse effect on our
business, results of operations and financial condition.
In September 2022, Copa Airlines implemented a channel differentiation strategy (“Copa Connect”) with the objective of shifting sales to more cost-
efficient channels. This strategy adds a distribution surcharge to the fare for tickets purchased through the traditional travel agency GDS channel in order to
partially offset the higher cost of this channel. For travel agencies, and their customers, who want to avoid the GDS distribution surcharge, we have offered
alternatives leveraging the IATA “New Distribution Capability” (NDC) standard.
We rely on third parties to provide our customers and us with services that are integral to our business.
We have several agreements with third-party contractors to provide certain services primarily outside of Panama. Maintenance services include
aircraft heavy checks, engine maintenance, overhaul, component repairs and line maintenance activities. In addition to call center services, third-party contractors
also provide us with airport services. At airports other than Tocumen International Airport, most of our aircraft services are performed by third-party contractors.
Substantially all of our agreements with third-party contractors are subject to termination on short notice. The loss or expiration of these agreements or our
inability to renew these agreements or to negotiate new agreements with other providers at comparable rates could negatively impact our business and results of
operations. Further, our reliance on third parties to provide reliable equipment or essential services on our behalf could lead us to have less control over the costs,
efficiency, timeliness and quality of our service. A contractor’s negligence could compromise our aircraft or endanger passengers and crew. This could also have a
material adverse effect on our business. We expect to be dependent on such agreements for the foreseeable future and if we enter any new market, we will need to
have similar agreements in place.
We depend on a limited number of suppliers.
We are subject to the risks of having a limited number of suppliers for our aircraft and engines. One of the elements of our business strategy is to
save costs by operating a simplified fleet. Copa currently operates a fleet of Boeing 737-800/700 Next Generation aircraft powered by CFM 56-7B engines from
CFM International and Boeing 737MAX 9, powered by Leap 1B engines, from CFM International. If any of Boeing, CFM International or General Electric are
unable to perform their contractual obligations, or if we are unable to acquire or lease new aircraft or engines from aircraft or engine manufacturers or lessors on
acceptable terms, we would have to find another supplier for a similar type of aircraft or engine.
If we have to lease or purchase aircraft from another supplier, we could lose the benefits we derive from our current fleet composition. We cannot
ensure that any replacement aircraft would have the same operating advantages as the Boeing 737-800 Next Generation or Boeing 737-MAX 9 that would be
replaced or that Copa could lease or purchase engines that would be as reliable and efficient as the CFM 56-7B and Leap 1B. We may also incur substantial
transition costs, including costs associated with acquiring spare parts for different aircraft models, retraining our employees, replacing our manuals and adapting
our facilities. Our operations could also be harmed by the failure or inability of Boeing, CFM International or General Electric to provide sufficient parts or
related support services on a timely basis.
Our business would be impacted if a design defect or mechanical problem with any of the types of aircraft, engines or components that we operate
were discovered that would ground any of our aircraft while the defect or problem was being addressed, assuming it could be corrected at all. The use of our
aircraft could be suspended or restricted by regulatory authorities in the event of any actual or perceived mechanical or design issues. For example, following the
Ethiopian Airlines accident involving a Boeing 737 MAX 8 aircraft, the FAA and other regulatory bodies around the world grounded the aircraft, and on
November 18, 2020 the FAA rescinded this order. On January 6, 2024, following the Airworthiness Directive issued by the FAA, we suspended operations of 21
Boeing 737 MAX 9 aircraft. From January 6 to January 29, 2024, a total of 1,788 flights were cancelled. After undergoing the technical inspections required by
regulators, most of these aircraft have returned to our flight schedule. Our business would also be negatively impacted if the public began to avoid flying with us
due to an adverse perception of the types of aircraft that we operate stemming from safety
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concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft or components.
We also depend on a limited number of suppliers with respect to supplies obtained locally, such as our fuel. These local suppliers may not be able to
maintain the pace of our growth and our requirements may exceed their capabilities, which may adversely affect our ability to execute our day-to-day operations
and our growth strategy.
Our business could also face disruptions due to external factors beyond our control, such as delays in aircraft deliveries. Notably, Boeing has
experienced delays in delivering its aircraft. This has been partly due to increased regulatory scrutiny and quality lapses at key suppliers. Such delays in receiving
new aircraft could affect our operational efficiency and growth strategy.
Our business financial condition and results of operations could be materially affected by the loss of key personnel.
To a significant extent, our success depends on the ability of our senior management team and key personnel to operate and manage our business
effectively. Most of our employment agreements with key personnel do not contain any non-competition provisions applicable upon termination. Competition for
highly qualified personnel is intense. If we lose any executive officer, senior manager or other key employee and are not able to obtain an adequate replacement,
or if we are unable to attract and retain new qualified personnel, our business, financial condition and results of operations could be materially adversely affected.
The COVID-19 pandemic has had and is expected to continue to have a material adverse impact on our business.
The COVID-19 pandemic led to significant reductions in demand due to travel restrictions and bans implemented globally. This has affected our
business, financial condition, and operating results, and may continue to do so even after the virus is contained, especially if there are lasting changes in economic
conditions, government regulation, and consumer attitudes toward air travel that impact our business models.
The future impact of COVID-19 on our operations and financial performance is uncertain and will depend on various factors, including the scope
and severity of the pandemic, travel advisories and restrictions, the availability and effectiveness of vaccines, and the overall demand for air travel. Additionally,
positive COVID-19 tests among our employees could result in flight cancellations or reduced services. Lasting travel restrictions or a significant decrease in
operations could materially adversely affect our results and long-term sustainability.
In addition, an outbreak of another disease or a resurgence of COVID-19 could have a similar adverse impact on our business, potentially leading to
increased government restrictions and regulations that could further affect our operations.
Risks Relating to the Airline Industry
An outbreak of disease or similar public health threat, such as the COVID-19 pandemic, could have a material adverse impact on the Company’s
business, operating results and financial condition.
An outbreak of disease or similar public health threat, or fear of such an event, that affects travel demand or travel behavior could have a material
adverse impact on the Company’s business, financial condition and operating results. In addition, outbreaks of disease could result in travel bans or restrictions,
increased government restrictions and regulation, including quarantines of our personnel or an inability to access facilities or our aircraft, which could adversely
affect our operations. The global COVID-19 pandemic has caused travel restrictions that have had a significant impact on the airline industry. See “Risks Relating
to our Company.”
The airline industry is highly competitive.
We face intense competition throughout our route network. Overall airline industry profit margins are low and industry earnings are volatile.
Airlines compete in the areas of pricing, scheduling (frequency and flight times), frequent flyer programs, on-time performance, and other services. Some of our
competitors have larger customer bases and greater brand recognition in the markets we serve outside Panama, and some of our competitors have significantly
greater financial and marketing resources than we have. Airlines based in other countries may also receive subsidies, tax incentives or other state aid from their
respective governments, which are not provided by the Panamanian government. In addition, the commencement of or increase in service on the routes we serve
by existing or new carriers could negatively impact our
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operating results. Likewise, competitors’ service on routes that we are targeting for expansion may make those expansion plans less attractive.
We compete with a number of other airlines that currently serve some of the routes on which we operate, including Avianca, American Airlines,
Delta Air Lines, Aeromexico, and LATAM Group among others. Strategic alliances, bankruptcy restructurings and industry consolidations characterize the airline
industry and tend to intensify competition. In the past, several air carriers have merged and/or reorganized, including certain of our competitors, such as LAN-
TAM, Avianca-Taca, American-US Airways and Delta-Northwest.
Traditional hub-and-spoke carriers in the United States and Europe continue to face substantial and increasing competitive pressure from LCCs
offering discounted fares. The LCC business model is gaining acceptance in the Latin American aviation industry. The LCCs’ operations are typically
characterized by point-to-point route networks focusing on the highest demand city pairs, high aircraft utilization, single class service and fewer in-flight
amenities. As a result, we may face new and substantial competition from LCCs in the future, which could result in significant and lasting downward pressure on
the fares we charge for flights on our routes. Current LCCs such as Avianca, Volaris, Spirit, JetBlue, Azul and Gol are adding pressure to our fares and are also
exploring new competitive routes overflying our Hub. We also expect more competition in the market from newer players such as JetSmart, Sky and Arajet.
In December 2016, Copa’s subsidiary in Colombia, AeroRepública, launched Wingo, a low-cost business model to serve domestic destinations and
some point-to-point international leisure markets, to improve Copa’s position within Colombia and better compete with low unbundled prices from LCCs. In
2021, we incorporated a new Wingo operator based in Panama, La Nueva Aerolínea, S.A., and in 2023, we started operating one 737-800 aircraft. Although we
intend to compete vigorously and maintain our strong competitive position in the industry, Avianca and LATAM represent a significant portion of the domestic
market in Colombia and have access to greater resources as a result of their larger size. Therefore, Copa faces stronger competition now than in recent years, and
its prior results may not be indicative of its future performance.
We must constantly react to changes in prices and services offered by our competitors to remain competitive. The airline industry is highly
susceptible to price discounting, particularly because airlines incur very low marginal costs for providing service to passengers occupying otherwise unsold seats.
Carriers use discount fares to stimulate traffic during periods of lower demand to generate cash flow and to increase market share. Any lower fares offered by one
airline are often matched by competing airlines, which tend to result in lower industry yields with little or no increase in traffic levels. Price competition among
airlines in the future could lead to lower fares or passenger traffic on some or all of our routes, which could negatively impact our profitability. We cannot be
certain that any of our competitors will not undercut our fares in the future or increase capacity on routes in an effort to increase their respective market share.
Although we intend to compete vigorously and to assert our rights against any predatory conduct, such activity by other airlines could reduce the level of fares or
passenger traffic on our routes to the point where profitable levels of operations cannot be maintained. Due to our smaller size and lesser financial resources
compared to several of our competitors, we may be less able to withstand aggressive marketing tactics or fare wars engaged in by our competitors should such
events occur.
Significant changes or extended periods of high fuel costs or fuel supply disruptions could materially affect our operating results.
Fuel costs constitute a significant portion of our total operating expenses, representing approximately 37.6% of operating expenses in 2023, 41.9%
of operating expenses in 2022 and 28.2% in 2021. Jet fuel costs have been subject to wide fluctuations as a result of fluctuations in demand, sudden disruptions in
and other concerns about global supply, as well as market speculation. Both the cost and availability of fuel are subject to many economic, political, weather,
environmental and other factors and events occurring throughout the world that we can neither control nor accurately predict, including international political and
economic circumstances such as the political instability in major oil-exporting countries in Latin America, Africa and Asia. For example, the conflict between
Russia and Ukraine beginning in February 2022 led to an increase in fuel costs. Due to the evolving nature of the conflict, we can neither predict the duration of
the increasing fuel costs nor the extent of its impact on our business operations. Any future fuel supply shortage (for example, as a result of production
curtailments by the Organization of the Petroleum Exporting Countries, or “OPEC,” a disruption of oil imports, supply disruptions resulting from severe weather
or natural disasters, the continued unrest in the Middle East or otherwise could result in higher fuel prices or further reductions in scheduled airline services). We
cannot ensure that we would be able to offset any increases in the price of fuel by increasing our fares.
As of December 31, 2023, the Company was not a party to any outstanding fuel hedge contracts and has adopted a strategy of remaining unhedged,
while regularly reviewing its policies based on market conditions and other factors. For 2024, although we have not hedged any part of our anticipated fuel needs,
we continue to evaluate various
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hedging strategies and may enter into hedging agreements in the future, as any substantial and prolonged increase in the price of jet fuel will likely materially and
negatively affect our business, financial condition and results of operation.
We may experience difficulty recruiting, training and retaining pilots and other employees.
The airline industry is a labor-intensive business. We employ a large number of flight attendants, maintenance technicians and other operating and
administrative personnel. The airline industry has, from time to time, experienced a shortage of qualified personnel. As is common with most of our competitors,
considerable turnover of employees may occur and may not always be predictable. When we experience higher turnover, our training costs may be higher due to
the significant amount of time required to train each new employee and, in particular, each new pilot. If our pilots terminate their contracts earlier than anticipated,
we may be unable to successfully recoup the costs spent to train those pilots. We cannot be certain that we will be able to recruit, train and retain the qualified
employees that we need to continue our current operations to replace departing employees. A failure to hire, train and retain qualified employees at a reasonable
cost could materially adversely affect our business, financial condition and results of operations.
Under Panamanian law, there is a limit on the maximum number of non-Panamanian employees that we may employ. Our need for qualified pilots
has at times exceeded the domestic supply and as such, we have had to hire a substantial number of non-Panamanian national pilots. However, we cannot ensure
that we will continue to attract Panamanian and foreign pilots. The inability to attract and retain pilots, or a change in Panamanian regulations, may adversely
affect our growth strategy by limiting our ability to add new routes or increase the frequency of existing routes.
Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to
shortfalls in expected revenue.
The airline industry is characterized by low gross profit margins, high fixed costs and revenues that generally exhibit substantially greater elasticity
than costs. The operating costs of each flight do not vary significantly with the number of passengers flown and, therefore, a relatively small change in the number
of passengers, fare pricing or traffic mix could have a significant effect on operating and financial results. These fixed costs cannot be adjusted quickly to respond
to changes in revenues, and a shortfall from expected revenue levels could have a material adverse effect on our net income.
Our business may be adversely affected by downturns in the airline industry caused by terrorist attacks, political unrest, war or outbreak of disease,
which may alter travel behavior or increase costs.
Demand for air transportation may be adversely affected by terrorist attacks, war or political and social instability, an outbreak of a disease or similar
public health threat, natural disasters, cyber security threats and other events. Any of these events could cause governmental authorities to impose travel
restrictions or otherwise cause a reduction in travel demand or changes in travel behavior in the markets in which we operate. Any of these events in our markets
could have a material impact on our business, financial condition and results of operations. Furthermore, these types of situations could have a prolonged effect on
air transportation demand and on certain cost items, such as security and insurance costs.
The terrorist attacks in the United States on September 11, 2001, for example, had a severe and lasting adverse impact on the airline industry, in
particular, a decrease in airline traffic in the United States and, to a lesser extent, in Latin America. Our revenues depend on the number of passengers traveling on
our flights. Therefore, any future terrorist attacks or threat of attacks, whether or not involving commercial aircraft, any increase in hostilities relating to reprisals
against terrorist organizations, including an escalation of military involvement in the Middle East, or otherwise, and any related economic impact could result in
decreased passenger traffic and materially and negatively affect our business, financial condition and results of operations.
Increases in insurance costs and/or significant reductions in coverage would harm our business, financial condition and results of operations.
Following the 2001 terrorist attacks, premiums for insurance against aircraft damage and liability to third parties increased substantially, and insurers
could reduce their coverage or increase their premiums even further in the event of additional terrorist attacks, hijackings, airline crashes or other events adversely
affecting the airline industry abroad or in Latin America. In the future, certain aviation insurance could become unaffordable, unavailable, or available only for
reduced amounts of coverage that are insufficient to comply with the levels of insurance coverage required by aircraft lenders and lessors or applicable
government regulations. While governments in other countries have agreed to indemnify airlines for liabilities that they might incur from terrorist attacks or
provide low-cost insurance for terrorism risks, the Panamanian government has not indicated an intention to provide similar benefits to us. Increases in the cost of
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insurance may result in higher fares, which could result in a decreased demand and materially and negatively affect our business, financial condition and results of
operations.
Events such as the conflict between Russia and Ukraine, the political unrest in Sudan, and the ongoing crisis in Israel have put upward pressure on
aviation insurance premiums, particularly in the Hull War sector of the airline insurance market. In fact, the conflict between Russia and Ukraine could lead to one
of the largest ever aviation claims of US$10 billion to US$15 billion, significantly higher than the claims resulting from 9/11. Such geopolitical events, and any
other conflicts that may arise, may continue to impact claims and premiums going forward.
Failure to comply with applicable environmental regulations could adversely affect our business.
Our operations are covered by various local, national and international environmental regulations. These regulations cover, among other things,
emissions to the atmosphere, disposal of solid waste and aqueous effluents, aircraft noise and other activities that result from the operation of aircraft. Future
operations and financial results may vary as a result of such regulations. Compliance with these regulations and new or existing regulations that may be applicable
to us in the future could increase our cost base and adversely affect our operations and financial results.
Combatting climate change has been the focus of regulators from regional to international governing bodies. For example, in 2018, the ICAO
council adopted “SARPs” (Standards and Recommended Practices) laying out the criteria for Carbon Offsetting and Reduction Scheme for International Aviation
(“CORSIA”) and issuing the first edition of the CORSIA to address the increase in total CO2 emissions from international aviation. As Colombia and Panama are
member states of ICAO, the Civil Aviation Authorities (“CAAs”) of Panama and Colombia have developed new regulations to implement CORSIA. Under
CORSIA, airplane operators must annually report the fuel consumption of their international commercial operations and the corresponding CO2 emissions
(domestic operations are excluded from these requirements and need to be managed according to the local regulatory entity requirements). Although, the impact
of CORSIA cannot be fully predicted, it is still expected to result in increased operating costs for airlines that operate internationally, including COPA. Copa
Airlines and AeroRepública began presenting their CO2 emissions reports from the operations in 2019 and onwards. The CO2 emissions reports are presented to
the Civil Aviation Authorities in the month of May after having been audited by an accredited auditing company. Copa Airlines and AeroRepública presented the
Emission Monitoring Plan (“EMP”) required by CORSIA to their respective CAAs.
Carbon emissions by the airline industry and their impact on climate change have become a particular focus in the international community,
including in the countries where we operate. There are various regulations currently in place in the jurisdictions where we operate, and we would expect
additional regulations in this matter in the future. Other than as described in this annual report, to date those regulations have neither applied to nor had a material
effect on our operations. However, our operations may become subject to additional regulation in any of the jurisdictions where we operate, which could lead to
an impact on our operations and result in increased costs, which could be material. We expect to continue to monitor and evaluate the potential impact of any
additional regulation regarding climate change.
In addition to encouraging CO2 emissions reductions, CORSIA will require airline operators to offset CO2 emissions through payments to
authorized carbon banks, which will invest in environmental projects to reduce the global carbon footprint. Copa Airlines and AeroRepública will not be subject
to the emissions offsetting requirements until 2027, because Panama and Colombia are not participating in the voluntary first phase of CORSIA. However, it is
possible that various national and regional regulators will enforce their own varying emission restrictions due to concerns over climate change, and even
individual airports could adopt climate-related goals around greenhouse gas emission.
In January 2021, the U.S. Environmental Protection Agency (EPA) adopted greenhouse gas emission standards for new aircraft engines designed to
implement the ICAO standard, aligned with the 2017 ICAO airplane engine GHG emission standards. The final EPA standards would not apply to engines on in-
service aircraft. States and environmental groups have challenged the standards. The outcome of the legal challenge cannot be predicted. On September 9, 2021,
the U.S. Department of Energy, the U.S. Department of Transportation, and the U.S. Department of Agriculture launched the Sustainable Aviation Fuel Grand
Challenge to scale up the production of sustainable aviation fuel, reduce greenhouse gas emissions from aviation, and replace all traditional aviation fuel with
sustainable aviation fuel by 2050.
Our business could face future regulatory challenges due to evolving sustainability standards and carbon emission reduction targets. Although
Panama, the United States, and other countries we operate in have not yet adopted the new Sustainability Standards IFRS S1 and IFRS S2, the global trend
towards enhanced sustainability reporting and accountability suggests potential future compliance requirements. These standards focus on comprehensive
sustainability reporting, which could necessitate changes in our operational and reporting processes.
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Additionally, we are aware of the growing emphasis on environmental impact and the risk posed by potential regulations aimed at reducing carbon
emissions. The recent CAAF/3 resolution, which targets a 5% reduction in carbon emissions by 2030, exemplifies this trend. While not currently binding on us,
such resolutions could pave the way for mandatory measures, including carbon taxes or stricter operational regulations to curb emissions.
These potential developments may lead to increased operational costs, necessitate investment in newer, more environmentally friendly technologies,
and require strategic shifts in our business practices. Failure to adapt to these changes or comply with new regulations could result in financial penalties,
reputational harm, and a competitive disadvantage.
We are subject to risks associated with climate change, including increased regulation of our carbon emissions, changing consumer preferences and the
potential increased impacts of severe weather events on our operations and infrastructure.
As customers become more aware of the risks of climate change, their preferences around flying may also change, which can pose a risk to our
results of operations. For example, customers may choose to fly less in order to decrease their negative impact to the environment and climate. Customers may
also decide to choose airlines they perceive to be operating and conducting business in a more environmentally sustainable manner based on the airline’s
reputation or who permit customers to pay for the emissions caused by their flights. Additionally, customers may opt to take a high-speed rail instead of a flight or
opt out of traveling entirely by engaging in virtual meetings instead. Debt and equity investors may also make investment decisions based on environmental,
social and governance considerations, which could increase our cost of capital, to the extent we do not comply with certain criteria.
In addition, climate change may cause severe weather such as increased storms and flooding, rising sea level, and excessive heat. For example,
Panama has been facing a severe drought, affecting the Panama Canal’s operations and, by extension, the national economy. These varying climate conditions
could negatively impact our operations and infrastructure. The operational impact can include flight cancellations, flight delays, increased fuel prices, among
others. Climate change may even make destinations less attractive for visitors if the destination becomes more prone to extreme weather events. All of these
factors could result in loss of revenue. We are not able to predict accurately the materiality of any potential losses or costs associated with the physical effects of
climate change.
All the countries that are party to the Paris Agreement have agreed to limit the average increase in global temperature to 2 degrees Celsius compared
to pre-industrial levels, to maximize efforts not to exceed an increase of 1.5 degrees by the end of this century and to achieve climate neutrality in 2050. We are
subject to various environmental regulations in the markets where we operate and may become subject to further new regulations in the future. See “—Failure to
comply with applicable environmental regulations could adversely affect our business.” Even though future requirements resulting from climate change-related
regulation are unknown, it is likely that they will adversely affect the business resulting in emission reduction requirements, the need to purchase new Sustainable
Aviation Fuels (SAF) or new equipment or technologies, and other increases to operating costs.
The deployment of new 5G wireless communications systems by major telecommunications service providers could result in a disruption to or otherwise
adversely affect our operations.
The deployment of new 5G systems could cause, among other consequences, operational and security issues, interference with critical aircraft
instruments and adverse impact to low-visibility operations. This could potentially result in flight cancellations, diversions and delays, or could result in damage
to our aircraft and other equipment and a diminished margin of safety in airline operations. On January 18, 2022, major U.S. telecommunications companies
agreed to delay the implementation of 5G near airports until July 5, 2022 while working with the FAA to develop long-term mitigations to support safe aviation
operations. On June 17, 2022, the FAA announced that the major U.S. telecommunications companies have agreed to continue to keep 5G mitigations beyond
July 5, 2022, but simultaneously announced their expectation that the U.S. mainline commercial fleet to have radio altimeter retrofits or other enhancements in
place by July 2023. To date, neither Panama nor other countries where we operate have announced similar arrangements.
The FAA is working with the Federal Communications Commission, major telecommunications providers and airlines to reduce effects of this
potential disruption. There is, however, a high level of uncertainty regarding the timing of extent of any requirements or restrictions imposed on airlines by the
FAA, the FCC or other government agencies. Any sustained impact to our operations due to the deployment of 5G wireless communications system or as a result
of requirements or restrictions by governmental authorities as a result thereof could adversely affect our business, results of operations and financial condition.
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Risks Relating to Panama and our Region
We are highly dependent on conditions in Panama and, to a lesser extent, in Colombia.
A substantial portion of our assets are located in the Republic of Panama and a significant proportion of our passengers’ trips either originate or end
in Panama. Furthermore, substantially all of Copa’s flights operate through our hub at Tocumen International Airport. As a result, we depend on economic and
political conditions prevailing from time to time in Panama. Panama’s economic conditions in turn highly depend on the continued profitability and economic
impact of the Panama Canal. Control of the Panama Canal and many other assets were transferred from the United States to Panama in 1999 after nearly a century
of U.S. control. Political events in Panama may significantly affect our operations.
Wingo’s results of operations are also highly sensitive to macroeconomic and political conditions prevailing in Colombia and any political unrest
and instability in Colombia could adversely affect Wingo’s financial condition and results of operations.
Panama and Colombia have experienced significant economic growth over the last several years. However, like other countries in the region and
around the world, the economies of Panama and Colombia have been adversely affected by the COVID-19 pandemic. According to International Monetary Fund
estimates, during 2024 the Panamanian and Colombian economies are expected to grow 4.0% and 2.0% respectively, as measured by their GDP at constant prices,
even with preliminary figures indicating that real GDP increased by 6.0% in Panama and by 1.4% in Colombia in 2023. However, if either economy experiences a
sustained recession, or significant political disruptions, our business, financial condition or results of operations could be materially and negatively affected.
Any increase in the taxes we or our shareholders pay in Panama or the other countries where we do business could adversely affect our financial
performance and results of operations.
We cannot ensure that our current tax rates will not increase. Our income tax expenses were $97.0 million, $40.2 million and $10.5 million in the
years ended December 31, 2023, 2022 and 2021, respectively, which represented an effective income tax rate of 15.9%, 10.4% and 19.3%, respectively. We are
subject to local tax regulations in each of the jurisdictions where we operate, the great majority of which are related to the taxation of income. In some of the
countries to which we fly, we are not subject to income taxes, either because those countries do not have income tax or because of treaties or other arrangements
those countries have with Panama. In the remaining countries, we pay income tax at rates ranging from 7% to 35% of income.
Different countries calculate income in different ways, but they are typically derived from sales in the applicable country multiplied by our net
margin or by a presumed net margin set by the relevant tax legislation. The determination of our taxable income in certain countries is based on a combination of
revenues sourced to each particular country and the allocation of expenses of our operations to that particular country. The methodology for multinational
transportation company sourcing of revenues and expenses is not always specifically prescribed in the relevant tax regulations, and therefore is subject to
interpretation by both us and the respective taxing authorities. Additionally, in some countries, the applicability of certain regulations governing non-income taxes
and the determination of our filing status are also subject to interpretation. We cannot estimate the amount, if any, of potential tax liabilities that might result if the
allocations, interpretations and filing positions used by us in our tax returns were challenged by the taxing authorities of one or more countries. If taxes were to
increase, our financial performance and results of operations could be materially and adversely affected. Due to the competitive revenue environment, many
increases in fees and taxes have been absorbed by the airline industry rather than being passed on to the passenger. If we were to pass any of these increases in
fees and taxes onto passengers, we may no longer compete effectively as those increases may result in reduced customer demand for air travel with us, thereby
reducing our revenues. If we were to absorb any increases in fees and taxes, the additional costs could have a material adverse effect on our results of operations.
The Panamanian tax code for the airline industry states that tax is based on net income earned for passenger and cargo traffic with an origin or final
destination in the Republic of Panama. The applicable tax rate is currently 25%. Dividends from our Panamanian subsidiaries, including Copa, are separately
subject to a 10% percent withholding tax on the portion attributable to Panamanian-sourced income and a 5% withholding tax on the portion attributable to
foreign-sourced income. Additionally, a 7% value added tax is levied on tickets issued in Panama for travel commencing in Panama and going abroad,
irrespective of where such tickets were ordered. If such taxes were to increase, our financial performance and results of operations could be materially and
adversely affected.
We received notifications from the tax authorities in Panama in February 2020 and in Colombia in November 2020 and March 2016. We, along with
our tax advisors, have concluded that it is unlikely that we will need to allocate
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resources to settle these claims. This conclusion is based on the strength of our defense arguments and the fact that both cases are in the preliminary stages.
In February 2020, we received two notifications from the tax authorities in Panama related to a tax audit process that began in 2019. The
notifications include potentially significant adjustments to the reported dividend tax for the years 2012 to 2016 and income tax for the year 2016. We have filed an
administrative appeal, which is the first legal stage under Panamanian laws. We, along with our tax advisors, have concluded that is probable that our tax position
will be upheld. As a result, it is not probable that we will incur any significant additional tax as a result. According to Panamanian laws, the statute of limitations
is three and 15 years for income tax and dividend tax claims, respectively.
We may face increased taxes in future periods as a result of the global minimum tax, a critical element of the Base Erosion and Profit Shifting
(“BEPS”) initiative. On October 8, 2021, 136 countries, including Panama, reached an agreement for a two-pillar approach to international tax reform, integral to
the BEPS project. Among other things, Pillar One proposes a reallocation of a proportion of taxes to market jurisdictions, while the Pillar Two Global anti-Base
Erosion rules (“GloBE Rules”) propose four new taxing mechanisms under which multinational enterprises (“MNEs”) would pay a minimum level of tax
(“Minimum Tax”). The Subject to Tax Rule is a tax treaty-based rule that generally proposes a Minimum Tax on certain cross-border intercompany transactions
that otherwise are not subject to a minimum level of tax. The Income Inclusion Rule (IIR), the Under Taxed Payments Rule (UTPR), and the Qualified Domestic
Minimum Top-up Tax (QDMT) generally propose a Minimum Tax of 15% on the income arising in each jurisdiction in which an MNE operates.
On December 18, 2023, Pillar Two legislation was enacted in Ireland, the jurisdiction of the special purpose vehicles owned by the Company that
beneficially own 75 aircraft of the Company's fleet. The income inclusion rule (IIR) and qualified domestic minimum top-up tax (QDMTT) provisions will apply
for fiscal years beginning on or after December 31, 2023. The undertaxed profits rule (UTPR) will apply for fiscal years beginning on or after December 31, 2024
and will come into effect beginning January 1, 2024.
Since the Pillar Two legislation was not effective as of the reporting date, the Company has no related current tax exposure. The Company
applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the
amendments.
At the date when the financial statements were authorized for issue, no other of the jurisdictions in which the Company operates had enacted or substantively
enacted the tax legislation related to the top-up tax.
As of December 31, 2023, the Company did not have sufficient information to determine the potential quantitative impact. The impact of changes in
corporate tax rates on the measurement of tax assets and liabilities depends on the nature and timing of the legislative changes in each country.
Political unrest and instability in Latin American countries in which we operate may adversely affect our business and the market price of our Class A
shares.
While geographic diversity helps reduce our exposure to risks in any one country, we operate primarily within Latin America and are thus subject to
a full range of risks associated with our operations in these regions. These risks may include unstable political or economic conditions, lack of well-established or
reliable legal systems, exchange controls and other limits on our ability to repatriate earnings and changeable legal and regulatory requirements. In Venezuela, for
example, we and other airlines and foreign companies may only repatriate cash through specific governmental programs, which may effectively preclude us from
repatriating cash for periods of time. In addition, Venezuela has experienced difficult political conditions and declines in the rate of economic growth in recent
periods as well as governmental actions that have adversely impacted businesses that operate there. For the year ended December 31, 2023, revenue from the
Company’s flights to Venezuela, including connecting traffic, represented about 6.8% of consolidated revenues and direct flights between Panama and Venezuela.
Inflation, any decline in GDP or other future economic, social and political developments in Latin America may adversely affect our financial condition or results
of operations.
Although conditions throughout Latin America vary from country to country, our customers’ reactions to developments in Latin America generally
may result in a reduction in passenger traffic, which could materially and negatively affect our financial condition, results of operations and the market price of
our Class A shares.
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Risks Relating to Our Class A Shares
The value of our Class A shares may be adversely affected by ownership restrictions on our capital stock and the power of our Board of Directors to
take remedial actions to preserve our operating license and international route rights by requiring sales of certain outstanding shares or issuing new
stock.
Pursuant to the Panamanian Aviation Act, as amended and interpreted to date, and certain of the bilateral treaties affording us the right to fly to other
countries, we are required to be “substantially owned” and “effectively controlled” by Panamanian nationals. Our failure to comply with such requirements could
result in the loss of our Panamanian operating license and/or our right to fly to certain important countries. Our Articles of Incorporation (Pacto Social) give
special powers to our independent directors to take certain significant actions to attempt to ensure that the amount of shares held in us by non-Panamanian
nationals does not reach a level that could jeopardize our compliance with Panamanian and bilateral ownership and control requirements. If our independent
directors determine it is reasonably likely that we will be in violation of these ownership and control requirements and our Class B shares represent less than 10%
of our total outstanding capital stock (excluding newly issued shares sold with the approval of our independent director’s committee), our independent directors
will have the power to issue additional Class B shares or Class C shares with special voting rights solely to Panamanian nationals. See “Item 10B. Memorandum
and Articles of Association—Description of Capital Stock.”
If any of these remedial actions are taken, the trading price of the Class A shares may be materially and adversely affected. An issuance of Class C
shares could have the effect of discouraging certain changes of control of Copa Holdings or may reduce any voting power that the Class A shares enjoy prior to
the Class C share issuance. There can be no assurance that we would be able to complete an issuance of Class B shares to Panamanian nationals. We cannot be
certain that restrictions on ownership by non-Panamanian nationals will not impede the development of an active public trading market for the Class A shares,
adversely affect the market price of the Class A shares or materially limit our ability to raise capital in markets outside of Panama in the future.
Our controlling shareholder has the ability to direct our business and affairs, and its interests could conflict with those of other shareholders.
All of our Class B shares, representing approximately 26.0% of the economic interest in Copa Holdings and 100% of the voting power of our capital
stock, are owned by Corporación de Inversiones Aéreas, S.A., or “CIASA,” a Panamanian entity. CIASA is in turn controlled by a group of Panamanian investors.
In order to comply with the Panamanian Aviation Act, as amended and interpreted to date, we have amended our organizational documents to modify our share
capital so that CIASA will continue to exercise voting control of Copa Holdings. CIASA will not be able to transfer its voting control unless control of our
Company will remain with Panamanian nationals. CIASA will maintain voting control of the Company so long as CIASA continues to own a majority of our
Class B shares and the Class B shares continue to represent more than 10% of our total share capital (excluding newly issued shares sold with the approval of our
independent director’s committee). Even if CIASA ceases to own the majority of the voting power of our capital stock, CIASA may continue to control our Board
of Directors indirectly through its control of our Nominating and Corporate Governance Committee. As the controlling shareholder, CIASA may direct us to take
actions that could be contrary to other shareholders’ interests and under certain circumstances CIASA will be able to prevent other shareholders, including you,
from blocking these actions. Also, CIASA may prevent change of control transactions that might otherwise provide an opportunity to dispose of or realize a
premium on investments in our Class A shares.
The Class A shares will only be permitted to vote in very limited circumstances and may never have full voting rights.
The holders of Class A shares have no right to vote at our shareholders’ meetings except with respect to corporate transformations of Copa
Holdings, mergers, consolidations or spin-offs of Copa Holdings, changes of corporate purpose, voluntary delisting of the Class A shares from the NYSE, the
approval of nominations of our independent directors and amendments to the foregoing provisions that adversely affect the rights and privileges of any Class A
shares. The holders of Class B shares have the power to elect the Board of Directors and to determine the outcome of all other matters to be decided by a vote of
shareholders. Class A shares will not have full voting rights unless the Class B shares represent less than 10% of our total capital stock (excluding newly issued
shares sold with the approval of our independent director’s committee). See “Item 10B. Memorandum and Articles of Association—Description of Capital
Stock.” We cannot assure that the Class A shares will ever carry full voting rights.
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Substantial future sales of our Class A shares by CIASA could cause the price of the Class A shares to decrease.
CIASA owns all of our Class B shares, and those Class B shares will be converted into Class A shares if they are sold to non-Panamanian investors.
In connection with our initial public offering in December 2005, Continental and CIASA reduced their ownership of our total capital stock from 49.0% to
approximately 27.3% and from 51.0% to approximately 25.1%, respectively. In a follow-on offering in June 2006, Continental further reduced its ownership of
our total capital stock from 27.3% to 10.0%. In May 2008, we and CIASA released Continental from its standstill obligations and they sold down their remaining
shares in the public market. CIASA holds registration rights with respect to a significant portion of its shares pursuant to a registration rights agreement entered
into in connection with our initial public offering. In March 2010, CIASA converted a portion of its Class B shares into 1.6 million non-voting Class A shares and
sold such Class A shares in an SEC-registered public offering. In the event CIASA seeks to reduce its ownership below 10% of our total share capital, our
independent directors may decide to issue special voting shares solely to Panamanian nationals to maintain the ownership requirements mandated by the
Panamanian Aviation Act. As a result, the market price of our Class A shares could drop significantly if CIASA further reduces its investment in us, other
significant holders of our shares sell a significant number of shares or if the market perceives that CIASA or other significant holders intend to sell their shares.
As of December 31, 2023 CIASA owned 26.0% of Copa Holdings’ total capital stock.
Holders of our common stock are not entitled to preemptive rights, and as a result, shareholders may experience substantial dilution upon future
issuances of stock by us.
Under Panamanian corporate law and our organizational documents, holders of our Class A shares are not entitled to any preemptive rights with
respect to future issuances of capital stock by us. Therefore, unlike companies organized under the laws of many other Latin American jurisdictions, we are free to
issue new shares of stock to other parties without first offering them to our existing Class A shareholders. In the future we may sell Class A or other shares to
persons other than our existing shareholders at a lower price than the shares already sold, and as a result, shareholders may experience substantial dilution of their
interest in us.
Shareholders may not be able to sell our Class A shares at the price or at the time desired because an active or liquid market for the Class A shares may
not continue.
Our Class A shares are listed on the NYSE. During the three months ended December 31, 2023, the average daily trading volume for our Class A
shares as reported by the NYSE was approximately 295,625 shares. Active, liquid trading markets generally result in lower price volatility and more efficient
execution of buy and sell orders for our investors. The liquidity of a securities market is often affected by the volume of shares publicly held by unrelated parties.
We cannot predict whether an active liquid public trading market for our Class A shares will be sustained.
Our operations in Cuba may adversely affect the market price of our Class A shares.
We currently offer passenger, cargo and mail transportation services to and from Cuba. For the year ended December 31, 2023, our transported
passengers to and from Cuba represented approximately 2.7% of our total passengers. Our operating revenues from Cuban operations during the year ended
December 31, 2023 represented approximately 0.4% of our total consolidated operating revenues for the year. Our assets located in Cuba are not significant.
The United States administers and enforces broad economic and trade sanctions and restrictions against Cuba, and groups opposed to the Cuban
regime may seek to exert pressure on companies doing business in Cuba. U.S. policy towards Cuba has been in flux in recent years and uncertainty remains over
the future of U.S. economic sanctions against Cuba and the impact such sanctions will have on our operations, particularly if the United States imposes additional
relevant sanctions. While we believe our operations in Cuba are in compliance with all applicable laws, any violations of U.S. sanctions could result in the
imposition of civil and/or criminal penalties and have an adverse effect on our business and reputation. Additionally, Title III of the Cuban Liberty and
Democratic Solidarity (Libertad) Act of 1996 (the Helms-Burton Act) provides a cause of action for U.S. nationals to bring claims against any person who traffics
in property expropriated by the Cuban Government. The scope of any potential claims under the Helms-Burton Act are uncertain and companies with commercial
dealings in Cuba have faced claims for damages; we could face such claims in the future.
Certain U.S. states have enacted or may enact legislation regarding investments by state-owned investors, such as public employee pension funds
and state university endowments, in companies that have business activities with Cuba. As a result, such state-owned institutional investors may be subject to
restrictions with respect to investments in companies such as ours, which could adversely affect the market for our shares.
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Our Board of Directors may, in its discretion, amend or repeal our dividend policy. Shareholders may not receive the level of dividends provided for in
the dividend policy or any dividends at all.
In February 2016, the Board of Directors approved a change to the dividend policy to limit aggregate annual dividends to an amount equal to 40% of
the previous year’s annual consolidated underlying net income, to be distributed in equal quarterly installments subject to board ratification each quarter. Our
Board of Directors may, in its sole discretion and for any reason, amend or repeal any aspect of this dividend policy. Our Board of Directors may decrease the
level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our common
stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities,
provisions of applicable law and other factors that our Board of Directors may deem relevant. See “Item 8A. Consolidated Statements and Other Financial
Information—Dividend Policy.” On April 26, 2020, given the challenges presented by the COVID-19 pandemic, the Board decided to postpone payment of
dividends for the remainder of 2020, 2021 and 2022. On March 22, 2023, the Board of Directors of Copa Holdings approved a 2023 dividend payment
corresponding to 40% of the adjusted consolidated net income of 2022.
To the extent we pay dividends to our shareholders, we will have less capital available to meet our future liquidity needs.
Our Board of Directors has reserved the right to amend the dividend policy or pay dividends in excess of the level circumscribed in the dividend
policy. The aviation industry has cyclical characteristics, and many international airlines are currently experiencing difficulties meeting their liquidity needs. Also,
our business strategy contemplates growth over the next several years, and we expect such growth will require a great deal of liquidity. To the extent that we pay
dividends in accordance with, or in excess of, our dividend policy, the money that we distribute to shareholders will not be available to us to fund future growth
and meet our other liquidity needs.
Our Articles of Incorporation impose ownership and control restrictions on our Company that ensure that Panamanian nationals will continue to
control us and these restrictions operate to prevent any change of control or some transfers of ownership in order to comply with the Aviation Act and
other bilateral restrictions.
Under Law No. 21 of January 29, 2003, as amended and interpreted to date, or the “Aviation Act”, which regulates the aviation industry in the
Republic of Panama, Panamanian nationals must exercise “effective control” over the operations of the airline and must maintain “substantial ownership”. Under
certain of the bilateral agreements between Panama and other countries pursuant to which we have the right to fly to those other countries and over their
territories, we must also continue to have substantial Panamanian ownership and effective control by Panamanian nationals to retain these rights. On November
25, 2005, the Executive Branch of the Government of Panama promulgated a decree stating that the “substantial ownership” and “effective control” requirements
of the Aviation Act are met if a Panamanian citizen or a Panamanian company is the record holder of shares representing 51% or more of the voting power of the
Company. Although the decree has the force of law for so long as it remains in effect, it does not supersede the Aviation Act, and it could be modified or
superseded at any time by a future Executive Branch decree. Additionally, the decree has no binding effect on regulatory authorities of other countries whose
bilateral agreements impose Panamanian ownership and control limitations on us. These phrases are not defined in the Aviation Act itself or in the bilateral
agreements to which Panama is a party, and it is unclear how a Panamanian court or, in the case of the bilateral agreements, foreign regulatory authorities, would
interpret them.
The share ownership requirements and transfer restrictions contained in our Articles of Incorporation, as well as the dual-class structure of our
voting capital stock, are designed to ensure compliance with these ownership and control restrictions. See “Item 10B. Memorandum and Articles of Association—
Description of Capital Stock”. At the present time, CIASA is the record owner of 100% of our Class B voting shares, representing approximately 26.0% of our
total share capital and all of the voting power of our capital stock. These provisions of our Articles of Incorporation may prevent change of control transactions
that might otherwise provide an opportunity to realize a premium on investments in our Class A shares. They also ensure that Panamanians will continue to
control all the decisions of our Company for the foreseeable future.
The protections afforded to minority shareholders in Panama are different from and more limited than those in the United States and may be more
difficult to enforce.
Under Panamanian law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States
and some other Latin American countries. For example, the legal framework with respect to shareholder disputes is less developed under Panamanian law than
under U.S. law and there are different
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procedural requirements for bringing shareholder lawsuits, including shareholder derivative suits. As a result, it may be more difficult for our minority
shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company. In addition,
Panamanian law does not afford minority shareholders as many protections for investors through corporate governance mechanisms as in the United States and
provides no mandatory tender offer or similar protective mechanisms for minority shareholders in the event of a change in control. While our Articles of
Incorporation provide limited rights to holders of our Class A shares to sell their shares at the same price as CIASA in the event that a sale of Class B shares by
CIASA results in the purchaser having the right to elect a majority of our board, there are other change of control transactions in which holders of our Class A
shares would not have the right to participate, including the sale of interests by a party that had previously acquired Class B shares from CIASA, the sale of
interests by another party in conjunction with a sale by CIASA, the sale by CIASA of control to more than one party, or the sale of controlling interests in CIASA
itself.
Item 4. Information on the Company
A. History and Development of the Company
General
Copa was established in 1947 by a group of Panamanian investors and Pan American World Airways, which provided technical and economic
assistance as well as capital. Initially, Copa served three domestic destinations in Panama with a fleet of three Douglas C- 47 aircraft. In the 1960s, Copa began its
international service with three weekly flights to cities in Costa Rica, Jamaica and Colombia using a small fleet of Avro 748s and Electra 188s. In 1971, Pan
American World Airways sold its stake in Copa to a group of Panamanian investors who retained control of the airline until 1986. During the 1980s, Copa
suspended its domestic service to focus on international flights.
In 1986, CIASA purchased 99% of Copa, which was controlled by the group of Panamanian shareholders who currently control CIASA. From 1992
until 1998, Copa was a part of a commercial alliance with Grupo TACA’s network of Central American airline carriers. In 1997, together with Grupo TACA, Copa
entered into a strategic alliance with American Airlines. After a year our alliance with American Airlines was terminated by mutual consent.
On May 6, 1998, Copa Holdings, S.A., the holding company for Copa and related companies was incorporated as a sociedad anónima under the
laws of Panama to facilitate the sale by CIASA of a 49% stake in Copa Holdings to Continental. In connection with Continental’s investment, we entered into an
extensive alliance agreement with Continental providing for code-sharing, joint marketing, technical exchanges and other cooperative initiatives between the
airlines. At the time of our initial public offering in December 2005, Continental reduced its ownership of our total capital stock from 49% to approximately
27.3%. In a follow-on offering in June 2006, Continental further reduced its ownership of our total capital stock from 27.3% to 10.0%. In May 2008, Continental
sold its remaining shares in the public market. In March 2010, CIASA sold 4.2% of its interest and as of December 31, 2023 held 26.0% of our total capital stock.
Since 1998, we have grown and modernized our fleet while improving customer service and reliability. Our operational fleet has grown from 13
aircraft in 1998 to 106 aircraft as of January 1, 2024. In 1999, we received our first Boeing 737-700s, followed by our first Boeing 737-800 in 2003 and our first
Embraer 190 in 2005. We discontinued the use of our last Boeing 737-200 in 2005. In 2018, we took delivery of our first four Boeing 737 MAX 9 aircraft. In
addition, continuing our fleet optimization and efficiency efforts, in 2020, we signed an aircraft sale and purchase agreement for the remaining Embraer 190 fleet.
In 2021, we sold three B737-700 aircraft. During 2022, we sold two B737-700 airframes, restored capacity to pre-pandemic levels and expanded our network with
new frequencies and routes.
On April 22, 2005, we acquired an initial 85.6% equity ownership interest in AeroRepública, which was one of the largest domestic carriers in
Colombia in terms of passengers carried. Through subsequent acquisitions, we increased our total ownership interest in AeroRepública to 99.9% by the end of
that year. In December 2016, we launched a low-cost business model, Wingo, to diversify our offerings and to better compete with other low-cost carriers in the
markets. We believe that Copa Airlines creates additional passenger traffic in our existing route network by providing Colombian passengers more convenient
access to the international destinations served through our Panama hub and by offering direct domestic and international service through our low-cost business
model, Wingo. In 2021, we incorporated a new Wingo operator based in Panama, La Nueva Aerolínea, S.A., and in 2023, we started operating one 737-800
aircraft.
In July 2015, we elected to cease co-branding the MileagePlus frequent flyer program in Latin America and launched our own frequent flyer
program, ConnectMiles. We believe that establishing our own direct relationship with our customers is essential to better serve them. Copa and UAL will remain
strong loyalty partners through our participation in Star Alliance.
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Our registered office is located at Avenida Principal y Avenida de la Rotonda, Urbanización Costa del Este, Complejo Business Park, Torre Norte,
Parque Lefevre, Panama City, Panama and our telephone number is +507 304-2774. The website of Copa Airlines is www.copaair.com. Information contained on,
or accessible through, this website is not incorporated by reference herein and shall not be considered part of this annual report. Our agent for service of process
regarding SEC securities filings in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19715, and its telephone number
is +(302) 738-6680. Also, the SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information about
the Company that the Company has filed electronically with the SEC.
Capital Expenditures
During 2023, our capital expenditures were $572.1 million, which consisted of advance payments and reimbursements on aircraft purchase contracts
and acquisition of property and equipment, that correspond mainly to 8 aircraft that arrived during 2023, compared to capital expenditures of $526.9 million in
2022 and $412.9 million in 2021.
B. Business Overview
We are a leading Latin American provider of airline passenger and cargo service through our two principal operating subsidiaries, Copa Airlines and
AeroRepública. Copa Airlines operates from its strategically located position in the Republic of Panama, and AeroRepública operates a low-cost business model,
Wingo, within Colombia and various cities in the region. As of December 31, 2023, we operate a fleet of 106 aircraft, 76 Boeing 737-Next Generation aircraft, 29
Boeing 737 MAX 9 aircraft and one Boeing 737-800 BCF (Boeing Converted Freighter). As of December 31, 2023, we had one purchase contract with Boeing
entailing 57 firm orders of Boeing 737 MAX aircraft. These aircraft are scheduled for delivery between 2024 and 2028.
Copa currently offers approximately 375 daily scheduled flights among 82 destinations in 32 countries in North, Central and South America and the
Caribbean from its Panama City hub. Copa provides passengers with access to flights to more than 180 other destinations through code-share arrangements with
UAL and other airlines, pursuant to which each airline places its name and flight designation code on the other’s flights. Through its Panama City hub, Copa is
able to consolidate passenger traffic from multiple points to serve each destination effectively.
Copa has a strategic alliance with United Airlines, or “UAL” or “United,” that encompasses joint marketing strategies and code-sharing
arrangements, among other things. We have been a member of Star Alliance since June 2012.
Our Strengths
We believe our primary business strengths that have allowed us to compete successfully in the airline industry include the following:
•
•
•
Our “Hub of the Americas” airport is strategically located. We believe that Copa’s base of operations at the geographically central
location of Tocumen International Airport in Panama City, Panama provides convenient connections to our principal markets in
North, Central and South America and the Caribbean, enabling us to consolidate traffic to serve several destinations that do not
generate enough demand to justify point-to-point service. Flights from Panama operate with few service disruptions due to weather,
contributing to high completion factors and on-time performance. Tocumen International Airport’s sea-level altitude allows our
aircraft to operate without the performance restrictions they would be subject to in higher altitude airports. We believe that Copa’s
hub in Panama allows us to benefit from Panama City’s status as a center for financial services, shipping and commerce and from
Panama’s stable, dollar-based economy, free-trade zone and growing tourism.
We focus on keeping our operating costs low. In recent years, our low operating costs and efficiency have contributed significantly to
our profitability. Our operating CASM, excluding costs for fuel, was 5.97¢ in 2023. We believe that our cost per available seat mile
reflects our modern fleet, efficient operations and the competitive cost of labor in Panama.
We operate a modern fleet. Our fleet consists of Boeing 737-MAX and Boeing 737-Next Generation aircraft equipped with winglets
and other modern cost-saving and safety features. Over the next several years, we intend to enhance our modern fleet through the
addition of 57 firm orders of Boeing 737 MAX aircraft, agreed to be delivered between 2024 and 2028. . We
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believe that our modern fleet contributes to our on-time performance and high completion factor (percentage of scheduled flights not
cancelled).
•
•
We believe Copa has a strong brand and a reputation for quality service. We believe that the Copa brand is associated with value to
passengers, providing world-class service and competitive pricing. For the year ended December 31, 2023, Copa’s statistic for on-
time performance, according to DOT standard methodology of arrivals within 14 minutes of scheduled arrival time, was and its
completion factor was 89.5%. We believe our focus on customer service has helped to build passenger loyalty. In addition, the
excellent response to our new loyalty program, ConnectMiles, demonstrates the strong affinity Copa customers have for the brand. In
January 2024, for the ninth year, we received recognition from The Cirium 2023 On Time Performance (OTP) Review, as the most
on-time airline in Latin America.
Our management fosters a culture of teamwork and continuous improvement. Our management team has been successful at creating
a culture based on teamwork and focused on continuous improvement. Each of our employees has individual objectives based on
corporate goals that serve as a basis for measuring performance.
When corporate operational and financial targets are met, employees are eligible to receive bonuses according to our profit-sharing
program. See “Item 6D. Employees”. We also recognize outstanding performance of individual employees through company-wide
recognition, one-time awards, special events and, in the case of our senior management, grants of restricted stock and stock options.
Our goal-oriented culture and incentive programs have contributed to a motivated work force that is focused on satisfying customers,
achieving efficiencies and growing profitability.
Our Strategy
Our goal is to continue to grow profitably and enhance our position as a leader in Latin American aviation by providing a combination of superior
customer service, convenient schedules and competitive fares, while maintaining competitive costs. The key elements of our business strategy include the
following:
•
•
•
Expand our network by increasing frequencies and adding new destinations. We believe that demand for air travel in Latin America
is likely to expand in the next decade, and we intend to use our increasing fleet capacity to meet this growing demand. We intend to
focus on expanding our operations by increasing flight frequencies on our most profitable routes and initiating service to new
destinations. Copa’s Panama City hub allows us to consolidate traffic and provide non-stop or one-stop connecting service to over
5,000 city pairs, and we intend to focus on providing new or increased service to destinations that we believe best enhance the
overall connectivity and profitability of our network.
Continue to focus on keeping our costs low. We seek to reduce our cost per available seat mile without sacrificing services valued by
our customers as we execute our growth plans. Our goal is to maintain a modern fleet and to make effective use of our resources
through efficient aircraft utilization and employee productivity. We intend to reduce our distribution costs by increasing direct sales
as well as improving efficiency through technology and automated processes.
Emphasize superior service and value to our customers. We intend to continue to focus on satisfying our customers and earning their
loyalty by providing a combination of superior service and competitive fares. We believe that continuing our operational success in
keeping flights on time, reducing mishandled luggage and offering convenient schedules to attractive destinations will be essential to
achieving this goal. We intend to continue to incentivize our employees to improve or maintain operating and service metrics relating
to our customers’ satisfaction by continuing our profit-sharing plan and employee recognition programs. We will continue to reward
our customer loyalty with, ConnectMiles awards, upgrades and access to our Copa Club lounges.
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Industry
In Latin America, the scheduled passenger service market consists of three principal groups of travelers: strictly leisure, business and travelers
visiting friends and family. Leisure passengers and passengers visiting friends and family typically place a higher emphasis on lower fares, whereas business
passengers typically place a higher emphasis on flight frequency, on-time performance, breadth of network and service enhancements, including loyalty programs
and airport lounges.
According to data from the International Air Transport Association, or “IATA”, Latin America comprised approximately 12.1% of international
worldwide passengers flown in 2022.
The Central American aviation market is dominated by international traffic. According to data from IATA, international revenue passenger
kilometers, or “RPKs”, are concentrated between North America and Central America. This segment represented 79.8% of international RPKs flown to and from
Central America in 2022, compared to 14.7% RPKs flown between Central America and South America and 5.6% for RPKs flown between Central American
countries. Total RPKs flown on international flights to and from Central America increased 68.1%, and load factors on international flights to and from Central
America were 83% on average.
The chart below details passenger traffic between regions in 2022:
North America - Central America / Caribbean
North America - South America
Within South America
Central America/Caribbean - South America
Within Central America
2022 IATA Traffic Results
Passenger Kms Flown
Available Seat Kms
Passenger Load Factor
(Million)
Change
(%)
(Million)
Change
(%)
Load
Factor
162,466
97,333
22,898
29,875
11,341
45.5
64.3
315.4
99.4
81.9
200,427
117,730
29,131
37,568
14,556
27.7
29.5
254.2
79.4
68.7
81.1 %
82.7 %
78.6 %
79.5 %
77.9 %
Change
(%)
9.9 p.p.
17.5 p.p.
11.6 p.p.
8.0 p.p.
5.6 p.p.
Panama serves as a hub for connecting passenger traffic between major markets in North, South, and Central America and the Caribbean.
Accordingly, passenger traffic to and from Panama is significantly influenced by economic growth in surrounding regions. Preliminary figures indicate that real
GDP increased by 6.0% in Panama and by 1.4% in Colombia, according to data of the World Economic and Financial Survey conducted by the International
Monetary Fund (“IMF”).
Argentina
Brazil
Chile
Colombia
Mexico
Panama
USA
GDP (in US$ billions)
2022
Current Prices
(US$)
2022
Real GDP
(% Growth)
GDP per Capita
2022
Current Prices
(US$)
622
2,127
344
364
1,811
82
26,950
-2.5
3.1
-0.5
1.4
3.2
6.0
2.1
13,297
10,413
17,254
6,976
13,804
18,493
80,412
Source: International Monetary Fund, World Economic Outlook Database, October 2023.
According to IMF estimates, from 2016 to 2023, Panama’s real GDP grew at an average annual rate of 4.1%, while inflation averaged 0.8% per
year. The IMF currently estimates Panama’s population to be approximately 4.5 million in 2023, with the majority of the population concentrated in Panama City,
where our hub at Tocumen International Airport
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is located. We believe the combination of a stable, service-oriented economy and steady population growth has helped drive our domestic origin and destination
passenger traffic.
Domestic travel within Panama primarily consists of individuals visiting families as well as domestic and foreign tourists visiting the countryside.
Most of this travel is done via ground transportation, and its main flow is to and from Panama City, where most of the economic activity and population is
concentrated. Demand for domestic air travel is growing and relates primarily to leisure travel from foreign and local tourists. Since January 2015, Copa has
operated daily flights to the second-largest city in Panama, David in the province of Chiriqui. The remaining market is served primarily by one local airline, Air
Panama, which operates a fleet consisting of mainly turbo prop aircraft generally with less than 50 seats. This airline offers limited international service and
operates in the secondary Marcos Gelabert airport of Panama City, which is located 30 minutes by car from Tocumen International Airport.
Colombia is the third largest country in Latin America in terms of population, with a population of approximately 52.2 million in 2023 according to
the IMF and has a land area of approximately 440,000 square miles. Colombia’s GDP is estimated to be $363.8 billion for 2023, and per capita income was
approximately $7.0 thousand (current prices) according to the IMF. Colombia’s geography is marked by the Andean mountains and an inadequate road and rail
infrastructure, making air travel a convenient and attractive transportation alternative. Colombia shares a border with Panama, and for historic, cultural and
business reasons it represents a significant market for many Panamanian businesses.
Route Network and Schedules
As of December 31, 2023, Copa provided regularly scheduled flights to 82 cities in North, Central and South America and the Caribbean. The
majority of Copa flights operate through our hub in Panama City which allows us to transport passengers and cargo among a large number of destinations with
service that is more frequent than if each route were served directly.
We believe our hub-and-spoke model is the most efficient way for us to operate our business since most of the origination/destination city pairs we
serve do not generate sufficient traffic to justify point-to-point service. Also, since we serve many countries, it would be very difficult to obtain the bilateral route
rights necessary to operate a competitive network-wide point-to-point system.
Copa schedules its hub flights using a “connecting bank” structure, where flights arrive at the hub at approximately the same time and depart a short
time later. In June 2011, we increased our banks of flights from four to six a day. This allowed us to increase efficiency in the use of hub infrastructure in addition
to providing more time-of-day choices to passengers.
In addition to increasing the frequencies to destinations we already serve, Copa’s business strategy is also focused on adding new destinations across
Latin America, the Caribbean and North America in order to increase the attractiveness of our Hub of the Americas at Tocumen International Airport for intra-
American traffic. We currently plan to introduce new destinations and to increase frequencies to many of the destinations that Copa currently serves. Our fleet
allows us to improve our service by increasing frequencies and service to new destinations with the right-sized aircraft.
As a part of our strategic relationship with UAL, Copa provides flights through code-sharing arrangements to over 120 other destinations. In
addition to codeshares provided with our Star Alliance partners, Copa also has code-sharing arrangements in place with several other carriers, including Air
France, KLM, Iberia, Air Europa, Emirates, Gol, Azul and Cubana.
In December 2016, we launched a low-cost business model, Wingo, to diversify our offerings and to better compete with other low-cost carriers in
the markets. Wingo serves domestic flights in Colombia and some international cities to and from Colombia. In 2021, we incorporated a new Wingo operator
based in Panama, La Nueva Aerolínea, S.A., and in 2023, we started operating one 737-800 aircraft.
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Revenue by Region
The following table shows our revenue generated in each of our major operating regions.
Region
North America (1)
South America
Central America (2)
Caribbean (3)
Includes USA, Canada and Mexico
Includes Panama
2023
38.9 %
36.1 %
23.3 %
1.6 %
Year Ended
December 31,
2022
32.7 %
37.4 %
28.0 %
1.9 %
2021
28.9 %
37.6 %
32.0 %
1.5 %
Includes Cuba, Dominican Republic, Haiti, Jamaica, Puerto Rico, Aruba, Curaçao, St. Maarten, Bahamas, Barbados and Trinidad and Tobago
Airline Operations
Passenger Operations
(1)
(2)
(3)
Passenger revenue accounted for approximately $3.3 billion in 2023, $2.8 billion in 2022, and $1.4 billion in 2021, representing 95.9%, 95.3%, and
93.5%, respectively, of Copa’s total revenues. Leisure traffic, which makes up close to half of Copa’s total traffic, tends to coincide with holidays, school
vacations and cultural events and peaks in July and August, and again in December and January. Approximately one third of Copa’s passengers regard Panama
City as their destination or origination point, and most of the remaining passengers pass through Panama City in transit to other points on our route network.
Cargo Operations
In addition to our passenger service, we make efficient use of extra capacity in the belly of our aircraft by carrying cargo. Our cargo operations
consist principally of freight service. Copa’s cargo business generated revenues of approximately $97.1 million in 2023, $101.8 million in 2022, and $71.6 million
in 2021, representing 2.8%, 3.4%, and 4.7% respectively, of Copa’s operating revenues. We primarily move our cargo in the belly of our aircraft; however, we
also wet-lease and charter freighter capacity when necessary to meet our cargo customers’ needs. In 2021, we converted a Boeing 737-800 passenger aircraft into
a cargo aircraft. In March 2022, the newly converted freighter aircraft, the Boeing 737-800 BCF with a capacity of 21.7 tons per flight, began operations.
Pricing and Revenue Management
Copa has designed its fare structure to balance its load factors and yields in a way that it believes will maximize profits on its flights. Copa also
maintains revenue management policies and procedures that are intended to maximize total revenues, while remaining generally competitive with those of our
major competitors. In 2020, Copa implemented the PROS Revenue Management system, replacing the system formerly used by the company.
Copa charges higher fares for tickets sold on higher-demand routes, tickets purchased on short notice and other itineraries suggesting a passenger
would be willing to pay a premium. This represents strong value to Copa’s business customers, who need more flexibility with their flight plans. The number of
seats Copa offers at each fare level in each market results from a continual process of analysis and forecasting. Past booking history, seasonality, the effects of
competition and current booking trends are used to forecast demand. Current fares and knowledge of upcoming events at destinations that will affect traffic
volumes are included in Copa’s forecasting model to arrive at optimal seat allocations for its fares on specific routes. Copa uses a combination of approaches,
taking into account yields, load factors and other factors, depending on the characteristics of the markets served, to arrive at a strategy for achieving the best
possible revenue per available seat mile, balancing the average fare charged against the corresponding effect on our load factors.
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Relationship with UAL
In May 1998, Copa Airlines and Continental Airlines entered into a comprehensive alliance agreement to offer a more complete and seamless travel
experience to passengers. The agreement encompassed a broad array of activities, including Copa’s participation in Continental’s frequent flyer programs and VIP
lounges, codesharing, other joint business activities, as well as trademark agreements. Continental became a subsidiary of UAL after its merger with United
Airlines in 2010, and UAL has continued its longstanding cooperation with Copa Airlines through a series of renewed agreements.
As a result of our alliance, we have benefited from Continental’s and UAL’s expertise and experience over the years. For example, prior to July 2015
when we launched our own frequent flyer program, ConnectMiles, we adopted Continental’s OnePass (now UAL’s MileagePlus) frequent flyer program and
rolled out a co-branded joint product in most of Latin America, which enabled Copa to develop brand loyalty among travelers. The co-branding of the OnePass
(now MileagePlus) loyalty program helped Copa to leverage the brand recognition that Continental already enjoyed across Latin America and has enabled Copa
to compete more effectively against regional airlines. We also have adopted several important information technology systems, such as the SHARES computer
reservation system in an effort to maintain commonality with UAL.
Our alliance relationship with UAL enjoys a grant of antitrust immunity from the U.S. Department of Transportation, or “DOT”. The alliance
agreement expires in 2026 and is terminable by either airline in cases of, among other things, uncured material breaches of the alliance agreement, bankruptcy,
termination of the services agreement for breach, termination of the frequent flyer participation agreement without entering into a successor agreement, certain
competitive activities, certain changes of control of either of the parties and certain significant operational service failures.
Trademark License Agreement. Under our trademark license agreement with UAL, we have the right to use a logo incorporating a design that is
similar to the design of the UAL logo. We also have the right to use UAL’s trade dress, aircraft livery and certain other UAL marks under the agreement that allow
us to more closely align our overall product with our strategic alliance partner. The trademark license agreement is coterminous with the alliance agreement and
can also be terminated for breach. In most cases, we have a period of five years after termination to cease to use the marks on our aircraft, with less time provided
for signage and other uses of the marks or in cases where the agreement is terminated for a breach by us.
Sales, Marketing and Distribution
Sales and Distribution. A portion of our sales were completed through travel agents, including OTAs and other airlines while the rest came from
direct sales via our city ticket offices, or “CTOs,” call centers, airport counters or website. In recent years, travel agents’ base commissions have decreased
significantly in most markets as more efficient back-end incentive programs have been implemented to reward selected travel agencies that exceed their sales
targets.
Travel agents may obtain airline travel information and issue airline tickets through a direct connection program that we launched on September 1,
2022 using the New Distribution Capability (NDC) Level 4 standard or through the traditional GDSs that enable them to make reservations on flights from a large
number of airlines. GDSs are also used by travel agents to make hotel and car rental reservations. Copa participates actively in major international GDSs,
including SABRE, Amadeus and Travelport. In return for access to these GDS systems, Copa pays transaction fees that are generally based on the number of
segments booked through each system and a portion of these transaction fees are now passed on to the passenger in the form of a distribution cost recovery
surcharge.
Copa has a sales and marketing network consisting of 30 ticket offices, including city ticket offices located in Panama, Colombia and other
countries, in addition to the airports where we operate.
In September 2022, Copa implemented a channel differentiation strategy (“Copa Connect”) with the objective of shifting sales to more cost-efficient
channels. This strategy adds a distribution surcharge to the fare for tickets purchased through the traditional travel agency GDS channel (known as EDIFACT) in
order to partially offset the higher cost of this channel. For travel agencies, and their customers, who want to avoid the GDS distribution surcharge, we have
offered alternatives leveraging the IATA “New Distribution Capability” (NDC) standard.
Advertising and Promotional Activities. In recent years, we have increased our use of digital marketing, including social media via Facebook,
Instagram and Twitter to enhance our brand image and engage customers in a new way. Although the majority of our efforts are currently focused on digital
channels, our advertising and promotional activities also include the use of television, print, radio and billboards, as well as targeted public relation events in the
cities
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where we fly. We believe that the corporate traveler is an important part of our business, and we particularly promote our service to these customers by conveying
the reliability, convenience and consistency of our service and offering value-added services such as convention and conference travel arrangements. We also
promote package deals for the destinations where we fly through combined efforts with selected hotels and travel agencies.
Competition
We face considerable competition throughout our route network. Overall airline industry profit margins are relatively low and industry earnings are
volatile. Airlines compete in the areas of pricing, scheduling (frequency and flight times), on-time performance, frequent flyer programs and other services.
Strategic alliances, bankruptcy restructurings and industry consolidations characterize the airline industry and tend to intensify competition.
Copa competes with a number of other airlines that currently serve the routes on which we operate, including Avianca, American Airlines, Delta Air
Lines, Spirit, JetBlue, Azul, Aeromexico, Gol, Volaris, Viva Air and LATAM, among others. In order to remain competitive, we must constantly react to changes
in prices and services offered by our competitors.
The airline industry continues to experience increased consolidation and changes in international alliances, both of which have altered and will
continue to alter the competitive landscape in the industry by resulting in the formation of airlines and alliances with increased financial resources, more extensive
global networks and altered cost structures.
The airline industry is highly susceptible to price discounting, particularly because airlines incur very low marginal costs for providing service to
passengers occupying otherwise unsold seats. Carriers use discount fares to stimulate traffic during periods of lower demand to generate cash flow and to increase
market share. Any lower fares offered by one airline are often matched by competing airlines, which frequently results in lower industry yields with little or no
increase in traffic levels. Price competition among airlines could lead to lower fares or passenger traffic on some or all of our routes, which could negatively
impact our profitability.
Airlines based in other countries may also receive subsidies, tax incentives or other state aid from their respective governments, which are not
provided by the Panamanian government. The commencement of, or increase in, service on the routes we serve by existing or new carriers could negatively
impact our operating results. Likewise, competitors’ service on routes that we are targeting for expansion may make those expansion plans less attractive. We
must constantly react to changes in prices and services offered by our competitors to remain competitive.
Traditional hub-and-spoke carriers in the United States and Europe have in recent years faced substantial and increasing competitive pressure from
low-cost carriers offering discounted fares. The low-cost carriers’ operations are typically characterized by point-to-point route networks focusing on the highest
demand city pairs, high aircraft utilization, single class service and fewer in-flight amenities. As evidenced by the operations of competitors in South and Central
American countries it is clear that low-cost carriers are gaining acceptance in the Latin American aviation industry.
With respect to our cargo operations, we will continue to face competition from all of the major airfreight companies, most notably DHL, which has
a cargo hub operation at Tocumen International Airport.
Aircraft
As of December 31, 2023, Copa operates a fleet consisting of 106 aircraft. As of December 31, 2023, Copa has firm orders to purchase 57 Boeing
737 MAX aircraft to be delivered between 2024 and 2028. In October 2018, Copa signed an aircraft sale and purchase agreement with Azorra Aviation for the
sale of five Embraer 190 aircraft in 2019. In 2020, we signed an aircraft sale and purchase agreement for the remaining Embraer 190 aircraft and announced the
sale of the B737-700 fleet. In 2021, we completed the sales of the Embraer 190 aircraft and the three B737-700 aircraft. Due to an increase in demand in the
region, the Board of Directors approved continuing to operate the remaining nine Boeing 737-700 aircraft for a period of three years. During 2022, the Company
sold two B737-700 airframes that were under a lease agreement to a third party.
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The current composition of the Copa fleet as of December 31, 2023 is fully described below:
Average Term of Lease
Boeing 737 MAX
Boeing 737-700
Boeing 737-800
Total
Number of Aircraft
Total
Owned
Leased
Remaining
(Years)
Average Age
(Years)
Seating
Capacity
29
9
68
106
25
9
41
75
4
0
27
31
6.9
0
3.4
3.8
2.3
20.2
11.4
9.7
166/174
124/126
154/160/166/186
—
The table below describes the expected size of our fleet at the end of each year set forth below, assuming delivery of all aircraft for which we
currently have firm orders but not taking into account any aircraft for which we have purchase rights and options:
Aircraft Type
737-700
737-800
(1)
737-MAX
Total Fleet
2024
2025
2026
2027
2028
2029
2030
9
68
38
115
9
59
54
122
6
56
70
132
5
55
79
139
0
47
86
133
0
47
86
133
0
43
83
126
(1) We have the flexibility to choose between the different members of the 737 MAX family. The delivery schedule above reflects contractual commitments.
The Boeing 737 aircraft currently in our fleet are fuel-efficient and suit our operations well for the following reasons:
•
•
•
They have simplified maintenance procedures.
They require just one type of standardized training for our crews.
They have one of the lowest operating costs in their class.
Our focus on profitable operations means that we periodically review our fleet composition. As a result, our fleet composition changes over time
when we conclude that adding other types of aircraft will help us achieve this goal. Following our strategy, as of December 31, 2023, we have firm orders to
purchase 57 Boeing 737 MAX aircraft to be delivered between 2024 and 2028. The 737 MAX provides additional benefits to the current fleet such as fuel
efficiency, longer range and additional capacity compared to the current Copa seat configuration. Following the Ethiopian Airlines accident involving a Boeing
737 MAX 8 aircraft, we suspended operations of our six Boeing 737 MAX 9 aircraft as regulatory authorities around the world grounded the aircraft. On
November 18, 2020 the FAA rescinded its grounding order, issued an airworthiness directive, and published training requirements enabling the Company to begin
modifying certain operating procedures, implementing enhanced pilot training requirements, installing FAA-approved flight control software updates, and
completing other required maintenance tasks specific to the MAX aircraft. On January 2021, we resumed operations of our Boeing 737 MAX fleet after the
authorization of the Autoridad Aeronáutica Civil de Panama. On January 6, 2024, following the Airworthiness Directive issued by the FAA, we suspended
operations of 21 Boeing 737 MAX 9 aircraft. From January 6 to January 29, 2024, a total of 1,788 flights were cancelled. After undergoing the technical
inspections required by regulators, most of these aircraft have returned to our flight schedule.
Through several special purpose vehicles, we currently have beneficial ownership of 75 of our aircraft. In addition, we lease 31 of our aircraft under
long-term lease agreements that have an average remaining term of 3.8 years. Leasing some of our aircraft provides us with flexibility to change our fleet
composition if we consider it to be in our best interests to do so. We make monthly rental payments, some of which are based on floating rates, but we are not
required to make termination payments at the end of the lease. Currently, we do not have purchase options under any of our operating lease agreements. Under our
operating lease agreements, we are required to make supplemental rent payments at the end of the lease that are calculated with reference to the aircraft’s
maintenance schedule. In either case, we must return the aircraft in the agreed-upon condition at the end of the lease term. Title to the aircraft remains with the
lessor. We are responsible for the maintenance, servicing, insurance, repair and overhaul of the aircraft during the term of the lease.
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To better serve our business travelers, we offer a business class (Clase Ejecutiva) configuration in our fleet. Our business class service features
upgraded meal service, special check-in desks, bonus mileage for full-fare business class passengers and access to VIP lounges. Our Boeing 737-800 aircraft
currently have three different configurations: one with 16 business class seats with 38-inch pitch and a total of 160 seats, a second with 16 business class seats
with 48-inch pitch seats and a total of 154 seats and a third with 16 business class seats and a total of 166 seats. Our Boeing 737 MAX 9 aircraft feature two
configurations: one with 16 full lie-flat seats in business class (Dreams) and a total of 166 seats and another configuration with twelve full lie-flat seats in business
class (Dreams) and a total of 174 seats. Our Boeing 737-700 aircraft have 12 business class seats and a total of 124 and 126 seats.
Also, within the Copa Holdings fleet, there are nine 737-800s dedicated to the operations of Wingo. These aircraft are equipped with 186 economy
class seats.
Each of our Boeing 737-Next Generation aircraft is powered by two CFM International Model CFM 56-7B engines. Our Boeing 737 MAX 9
aircraft are powered by two CFM International Leap 1B engines. We currently have twelve spare engines for service replacements and for periodic rotation
through our fleet.
Maintenance
The maintenance performed on our aircraft can be divided into two general categories: line and heavy maintenance. Line maintenance consists of
routine, scheduled maintenance checks on our aircraft, including pre-flight, service visits, “A-checks” and any diagnostics and routine repairs. Copa’s line
maintenance is performed by Copa’s own technicians at our main base in Panama and/or at the out stations by Copa Airlines and/or AeroRepública employees or
third-party contractors. Heavy maintenance consists of more complex inspections and overhauls, including “C-checks,” and servicing of the aircraft that cannot be
accomplished during an overnight visit. Maintenance checks are performed intermittently as determined by the aircraft manufacturer through Copa Airlines AAC
approved maintenance program. These checks are based on the number of hours, departures or calendar months flown. Historically we had contracted with
certified outside maintenance providers, such as COOPESA. In October of 2010, Copa decided to begin performing a portion of the heavy maintenance work in-
house. The hiring, training, facility and tooling setup, as well as enhancing certain support shops, were completed during a ten-month period. Ultimately, Copa
acquired the required certifications by the local authorities to perform the first in-house C-Check in August 2011, followed by its second C-check in October of
the same year. Today we are performing a continuous line of C-Checks in-house for the entire year, and on January 20, 2017 we held the ground-breaking of our
new maintenance facility at Tocumen International Airport which allows us to perform up to three complete continuous lines of C-checks, as required. The new
facility commenced operations in January 2019. In 2023, 17 heavy maintenance checks were successfully performed in-house. When possible, Copa attempts to
schedule heavy maintenance during its lower-demand seasons in order to maximize productive use of its aircraft.
Copa has exclusive long-term contracts with GE Engines whereby they perform maintenance on all of our CFM-56 engines.
In October of 2014, Copa Airlines established its own maintenance technician training academy. Through this program, we recruit and train
technicians through on-the-job training and formal classes. These future technicians stay in the program for four years total. After the first two years, each trainee
receives their airframe license and becomes a mechanic. After the next two years, each trainee receives their power plant license and is released as a mechanic
into our work force.
Copa Airlines and AeroRepública employ, system-wide, around 679 maintenance professionals, who perform maintenance in accordance with
maintenance programs that are established by the manufacturers and approved and certified by international aviation authorities. Every mechanic is trained in
factory procedures and goes through our own rigorous in-house training program. Every mechanic is licensed by the AAC and approximately 24 of our mechanics
are also licensed by the FAA. Our safety and maintenance procedures are reviewed and periodically audited by the AAC (Panama), UAEAC (Colombia), the FAA
(United States), IATA (IOSA) and, to a lesser extent, every foreign country to which we fly. Copa Airlines’ maintenance facility at Tocumen International Airport
has been certified by the FAA as an approved repair station, under FAR Part 145, and once a year the FAA inspects this facility to validate and renew the
certification. Copa’s aircraft are initially covered by warranties that have a term of four years, resulting in lower maintenance expenses during the period of
coverage. All of Copa Airlines’ and AeroRepública’s mechanics are trained to perform line maintenance on each of the Boeing 737-Next Generation and Boeing
737 MAX.
All of AeroRepública’s’s maintenance and safety procedures are certified by the Aeronáutica Civil of Colombia and Bureau Veritas Quality
International (“BVQI”), the institute that issues International Organization for Standardization, or “ISO,” quality certificates. All of AeroRepública’s maintenance
personnel are licensed by the
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Aeronáutica Civil of Colombia. In December 2017, AeroRepública received its IATA Operational Safety Audit, or “IOSA,” compliance certification, which will
remain valid until December 2024.
Safety
We place a high priority on providing safe and reliable air service. We are focused on continuously improving our safety performance by
implementing internationally recognized best practices such as Safety Management System, or “SMS,” Flight Data Analysis (FDA), internal and external
operational safety audits, and associated programs.
Our SMS provides operational leaders with reactive, proactive, and predictive data analyses that are delivered on a frequent and recurring basis. This
program also uses a three-tiered meeting structure to ensure the safety risk of all identified hazards are assessed and corrective actions (if required) are
implemented. At the lowest meeting level, the Operational Leaders review the risk assessments, assign actions, and monitor progress. At the middle meeting level,
the Chief Operations Officer meets with the Operational Leaders to ensure all cross-divisional issues are properly addressed and funded. At the highest meeting
level, the Chief Executive Officer monitors the performance of the SMS program and ensures the safety risk is being properly managed.
The SMS is supported by safety investigations and a comprehensive audit program. Investigations are initiated either by operational events or
analyses of relevant trend information, such as via our Flight Data Analysis program. These investigations are conducted by properly qualified and trained internal
safety professionals. Our audit program consists of three major components. The first serves as the aircraft maintenance quality assurance program and is
supported by six dedicated maintenance professionals. The second team consists of an internal team dedicated to conducting standardized audits of airport, flight
operations, and associated functions. The third component of our audit program is a biennial audit of all operational components by the internationally recognized
standard IOSA (IATA Operational Safety Audit). In 2022 Copa Airlines and AeroRepública successfully completed IOSA audits by external providers.
Airport Facilities
We believe that our hub at Panama City’s Tocumen International Airport (PTY) is an excellent base of operations for the following reasons:
•
•
•
Panama’s consistently temperate climate is ideal for airport operations.
Tocumen International Airport is the only airport in Central America with two operational runways. Also, unlike some other regional
airports, consistent modernization and growth of our hub has kept pace with our needs. In 2012, Tocumen International Airport
completed Phase II of an expansion project of the existing terminal. In 2013, Tocumen International Airport awarded the bid for the
construction of a new terminal (“Terminal 2” or “T2”), with an additional 20 gates and eight remote positions. Terminal 2 started
operating a few gates during the early part of 2019. On June 22, 2022, we moved our ticket counter and baggage claim operations to
Terminal 2 and began using 20 fully equipped gates in this new terminal. We also opened a new Copa Club, spanning 20,720 square
feet, in the new Terminal. The transition between terminals did not impact our operations.
Panama’s central and sea level location provides a very efficient base to operate our narrow body fleet, efficiently serving short and
long-haul destinations in Central, North and South America, as well as the Caribbean.
Tocumen International Airport is operated by an independent corporate entity established by the government, where stakeholders have a say in the
operation and development of the airport. The law that created this entity also provided for a significant portion of revenues generated at Tocumen International
Airport to be used for airport expansion and improvements. None of the airlines operating at Tocumen International Airport have any formal, written agreements
with the airport management to govern access fees, landing rights or allocation of terminal gates. We rely upon our good working relationship with the airport’s
management and the Panamanian government to ensure that we have access to the airport resources we need at prices that are reasonable.
We provide most of our own ground services and handling of passengers and cargo at Tocumen International Airport. In addition, we provide
services to several of the main foreign airlines that operate at Tocumen International Airport. In most of the other airports where we operate, airport support
services are provided by external third parties.
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We use a variety of facilities at Tocumen International Airport, including our maintenance hangars and our operations facilities in the airport
terminal. In January 2019, we opened a new hangar next to our existing maintenance facility. This new hangar has an area of approximately 90,000 square feet
and can accommodate up to three narrow body aircraft simultaneously.
Our Gold and higher PreferMember passengers have access to two Copa Clubs at the Tocumen International Airport in Panama, one located in
Terminal 1 and the second located in Terminal 2. These passengers also have access to other Copa Clubs in the region, which are strategically located in San José,
Guatemala City, Santo Domingo and Bogotá.
Fuel
Fuel costs are extremely volatile, as they are subject to many global economic, geopolitical, weather, environmental and other factors that we can
neither control nor accurately predict. Due to its inherent volatility, aircraft fuel has historically been our most unpredictable unit cost. In the past, rapid increases
in prices have come from increased demand for oil coupled with limited refinery capacity and instability in oil-exporting countries.
Aircraft Fuel Data
Average price per gallon of jet fuel into plane (excluding hedge) (in U.S. dollars)
Gallons consumed (in millions)
Available seat miles (in millions)
Gallons per ASM (in hundredths)
$
2023
2022
2021
3.02 $
327.6
27,700
1.18
3.60 $
291.4
24,430
1.19
2.14
177.4
14,934
1.19
In 2023, the average price of West Texas Intermediate or “WTI” crude oil, a benchmark widely used for crude oil prices that is measured in barrels
and quoted in U.S. dollars, decreased by 18.2% from $94.9 per barrel to $77.6 per barrel. In 2023, we did not hedge any of our fuel needs, and we have not
hedged any part of our fuel needs for 2024. Although we have not added hedge positions since August of 2015, we continue to evaluate various hedging strategies
and may enter into additional hedging agreements in the future, as any substantial and prolonged increase in the price of jet fuel will likely materially and
negatively affect our business, financial condition and results of operation. In the past, we have managed to offset some of the increases in fuel prices with higher
load factors, fuel surcharges and fare increases. In addition, our relatively young, winglet-equipped fleet and robust fuel conservation measures also help us
mitigate the impact of higher fuel prices.
Additionally, global geopolitical events, such as the conflict between Russia and Ukraine beginning in February 2022, led to an increase in fuel costs
which may negatively impact our business operations. Due to the evolving nature of such events, we are unable to predict the extent of the impact on our business.
Insurance
We maintain passenger liability insurance in an amount consistent with industry practice, and we insure our aircraft against losses and damages on
an “all risks” basis. We have obtained all insurance coverage required by the terms of our leases. We believe our insurance coverage is consistent with airline
industry standards and appropriate to protect us from material losses in light of the activities we conduct. No assurance can be given, however, that the amount of
insurance we carry will be sufficient to protect us from material losses. By leveraging the purchasing power of our alliance partner, UAL, we have been able to
negotiate lower premiums than those we would get if we were to purchase a standalone Hull and Airline Liability Insurance policy.
Environmental
Our operations are covered by various local, national, and international environmental regulations. These regulations cover, among other things, gas
emissions into the atmosphere, disposal of solid waste and aqueous effluents, aircraft noise, and other activities that result from the operation of aircraft and our
aircraft comply with all environmental standards applicable to their operations as described in this annual report. Currently, we maintain an Environmental
Management and Adequacy Program (“PAMA”), in all our facilities located in Panama, including our maintenance hangar and support facilities at the Tocumen
International Airport, Administrative Offices in Costa del Este and Training Center in Clayton. This program was approved by the Panamanian National
Environmental Authority (“ANAM”) in 2013, governmental entity now named Ministry of Environment (“MiAmbiente”), and includes actions such as a
recycling
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program, better use of natural resources and final disposition of the unfiltered water used for aircraft maintenance, among many others. Currently, the Copa
Tocumen International Airport’s PAMA final report is presented to MiAmbiente on an annual basis to monitor and report our environmental follow-up
assessments. Copa Airlines is an active signatory company of the Global Compact of the United Nations with its local chapter of the Global Compact Network
Panama, and have, thus, published our Communication on Progress (“COP”) since October 2001. This Global Compact agreement requires us to implement
measures like maintaining a young fleet, incorporating new navigation technologies such as RNAV to reduce fuel consumption, installing latest generation
winglets and scimitars in our planes to reduce fuel consumption and recycling, among many others.
Starting in 2019, Copa is reporting the fuel consumption burned during its annual flight operations and its gas emissions to the AAC. As a result,
Copa is in line with the global aviation effort led by ICAO, Colombia, and Panama Civil Aviation Authorities with the implementation of the Carbon Offsetting
and Reduction Scheme for International Aviation (CORSIA). The first gas emissions report corresponding to 2019 operations was successfully delivered to the
AAC on October 2020, after passing the audit by our external Verification Body of greenhouse gas emissions accredited by ICAO. The Gas Emissions Report
(ER) corresponding to 2022 operations was delivered to the AAC on May 2023.
In 2022, we were able to collect a total of 168 tons of recycling materials in Panama’s Copa facilities and avoid sending waste to the landfill. During the
same period, we recycled vehicle oil and aircraft fuel, for which we outsourced the collection of 11,375 gallons of hydrocarbons for use as alternative fuel for
other industries, thus avoiding the contamination of natural resources. We also outsourced the collection of 590,801 gallons of water contaminated with chemicals
generated during aircraft cleaning and painting operations, and from vehicle maintenance processes. The subsequent treatment of the collected water made it
possible to recover 95% of the volume treated returning 561,261 gallons of water to nature. We have properly disposed of a total of 28,299 kilograms of chemical
waste from Aircraft Maintenance operations. Additionally, we have collected 361,000 gallons of waste from beverages on board, which were treated by a supplier
and safely returned to nature.
Regulation
Panama
Authorizations and Certificates. Panamanian law requires airlines providing commercial services in Panama to hold an Operation Certificate and an
Air Transportation License/Certificate issued by the AAC. The Air Transportation Certificate specifies the routes, equipment used, capacity, and frequency of
flights. This certificate must be updated every time Copa acquires new aircraft, or when routes and frequencies to a particular destination are modified.
Panamanian law also requires that the aircraft operated by Copa Airlines be registered with the Panamanian National Aviation Registrar kept by the
AAC, and that the AAC certifies the airworthiness of each aircraft in the fleet.
The Panamanian government does not have an equity interest in our Company. Bilateral agreements signed by the Panamanian government have protected
our operational position and route network, allowing us to have a significant hub in Panama to transport traffic within and between the Americas and the
Caribbean. All international fares are filed and, depending on the bilateral agreement, are technically subject to the approval of the Panamanian government.
Historically, we have been able to modify ticket prices on a daily basis to respond to market conditions. Copa Airlines’ status as a private carrier means that it is
not required under Panamanian law to serve any particular route and is free to withdraw service from any of the routes it currently serves, subject to bilateral
agreements. We are also free to determine the frequency of service we offer across our route network without any minimum frequencies imposed by the
Panamanian authorities.
Ownership Requirements. The most significant restriction on our Company imposed by the Panamanian Aviation Act, as amended and interpreted to date, is
that Panamanian nationals must exercise “effective control” over the operations of the airline and must maintain “substantial ownership.” These phrases are not
defined in the Aviation Act itself and it is unclear how a Panamanian court would interpret them. The share ownership requirements and transfer restrictions
contained in our Articles of Incorporation, as well as the structure of our capital stock described under the caption “Description of Capital Stock”, are designed to
ensure compliance with these ownership and control restrictions created by the Aviation Act. While we believe that our ownership structure complies with the
ownership and control restrictions of the Aviation Act as interpreted by a decree by the Executive Branch, we cannot assure you that a Panamanian court would
share our interpretation of the Aviation Act or the decree or that any such interpretations would remain valid for the entire time you hold our Class A shares.
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Although the Panamanian government does not currently have the authority to dictate the terms of our service, the government is responsible for negotiating
the bilateral agreements with other nations that allow us to fly to other countries. Several of these agreements require Copa to remain “effectively controlled” and
“substantially owned” by Panamanian nationals in order for us to use the rights conferred by the agreements. Such requirements are analogous to the Panamanian
Aviation Act described above that requires Panamanian control of our business.
Antitrust Regulations. In 1996, the Republic of Panama enacted antitrust legislation, which regulates industry concentration and vertical
anticompetitive practices and prohibits horizontal collusion. The Consumer Protection and Free Trade Authority is in charge of enforcement and may impose fines
only after a competent court renders an adverse judgment. The law also provides for direct action by any affected market participant or consumer, independently
or through class actions. The law does not provide for the granting of antitrust immunity, as is the case in the United States. In February 2006, the antitrust
legislation was amended to increase the maximum fines that may be assessed to $1,000,000 for violations and $250,000 for minor infractions of antitrust law. In
October 2007, the antitrust legislation was amended again to include new regulations.
Colombia
Even though the Colombian aviation market continues to be regulated by the Colombian Civil Aviation Administration, Unidad Especial
Administrativa de Aeronáutica Civil, or “Aeronáutica Civil,” the government policies have become more liberal in recent years.
Colombia has expanded its open-skies agreements with several countries in the last years. In addition to Aruba and the Andean Pact nations of
Bolivia, Ecuador and Peru, open-skies agreements have been negotiated with Costa Rica, El Salvador, Panama and Dominican Republic. In the framework of
liberalization between Colombia and Panama, any airline has the right to operate unlimited frequencies between any city pair of the two countries. As a result,
Copa offers scheduled services between eleven cities in Colombia and Panama. In November 2010, Colombia signed an open-skies agreement with the United
States, which took effect in January 2013. With respect to domestic aviation, airlines must present feasibility studies to secure specific route rights, and no airline
may serve the city pairs with the most traffic unless that airline has at least five aircraft with valid airworthiness certificates. While Aeronáutica Civil has
historically regulated the competition on domestic routes, in December 2012 it revoked a restriction requiring a maximum number of competing airlines on each
domestic route.
In October 2011, Aeronáutica Civil announced its decision to liberalize air fares in Colombia starting April 1, 2012, including the elimination of fuel
surcharges. However, airlines are required to charge an administrative fee (tarifa administrativa) for each ticket sold on domestic routes within Colombia through
an airline’s direct channels. Passengers in Colombia are also entitled by law to compensation in the event of delays in excess of four hours, over-bookings and
cancellations. Currently, the Bogotá, Pereira, Cali, Cartagena, Medellin, Bucaramanga, Barranquilla, Santa Marta and Cucuta airports, among others, are under
private management arrangements. The government’s decision to privatize airport administration in order to finance the necessary expansion projects and increase
the efficiency of operations has increased airports fees and facility rentals at those airports.
Authorization and Certificates. Colombian law requires airlines providing commercial services in Colombia to hold an operation certificate issued
by the Aeronáutica Civil, which is renewed every five years. AeroRepública’s operation certificate was renewed in 2023.
Safety Assessment. On December 9, 2010, Colombia was re-certified as a Category 1 country under the FAA’s IASA program.
Ownership Requirements. Colombian regulations establish that an airline satisfies the ownership requirements of Colombia if it is registered under
the Colombian Laws and Regulations.
Antitrust Regulations. In 2009, an antitrust law was issued by the Republic of Colombia; however, commercial aviation activities remain under the
authority of the Aeronáutica Civil.
Airport Facilities. The airports of the major cities in Colombia have been granted to concessionaries, who impose charges on the airlines for the
rendering of airport services. The ability to contest these charges is limited, but contractual negotiations with the concessionaries are possible.
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United States
Operations to the United States by non-U.S. airlines, such as Copa Airlines, are subject to Title 49 of the U.S. Code, under which the DOT, the FAA
and the TSA exercise regulatory authority. The U.S. Department of Justice also has jurisdiction over airline competition matters under federal antitrust laws.
Authorizations and Licenses. The DOT has jurisdiction over international aviation with respect to air transportation to and from the United States,
including regulation of related route authorities, the granting of which are subject to review by the President of the United States. The DOT exercises its
jurisdiction with respect to unfair practices and methods of competition by airlines and related consumer protection matters as to all airlines operating to and from
the United States. Copa Airlines is authorized by the DOT to engage in scheduled and charter air transportation services, including the transportation of persons,
property (cargo) and mail, or combinations thereof, between points in Panama and points in the United States and beyond (via intermediate points in other
countries). Copa Airlines holds the necessary authorizations from the DOT in the form of a foreign air carrier permit, an exemption authority and statements of
authorization to conduct our current operations to and from the United States. The exemption authority was granted by the DOT in February 1998 and was due to
expire in February 2000. However, the authority remains in effect by operation of law under the terms of the Administrative Procedure Act pending final DOT
action on the application we filed to renew the authority on January 3, 2000. There can be no assurance that the DOT will grant the application. Our foreign air
carrier permit has no expiration date.
Copa Airlines’ operations in the United States are also subject to regulation by the FAA with respect to aviation safety matters, including aircraft
maintenance and operations, equipment, aircraft noise, ground facilities, dispatch, communications, personnel, training, weather observation, air traffic control
and other matters affecting air safety. The FAA requires each foreign air carrier serving the United States to obtain operational specifications pursuant to 14 CFR
Part 129 of its regulations and to meet operational criteria associated with operating specified equipment on approved international routes. We believe that we are
in compliance in all material respects with all requirements necessary to maintain in good standing our operations specifications issued by the FAA. The FAA can
amend, suspend, revoke or terminate those specifications, or can temporarily suspend or permanently revoke our authority if we fail to comply with the
regulations, and can assess civil penalties for such failure. A modification, suspension or revocation of any of our DOT authorizations or FAA operating
specifications could have a material adverse effect on our business. The FAA also conducts safety audits and has the power to impose fines and other sanctions for
violations of airline safety regulations. We have not incurred any material fines related to operations. The FAA also conducts safety International Aviation Safety
Assessment, or “IASA,” as to Panama’s compliance with ICAO safety standards. Panama is currently considered a Category 1 country that complies with ICAO
international safety standards. As a Category 1 country, no limitations are placed upon our operating rights to the Unites States. If the FAA should determine that
Panama does not meet the ICAO safety standards, the FAA and DOT would restrict our rights to expand operations to the United States.
Security. On November 19, 2001, the U.S. Congress passed, and the President signed into law, the Aviation and Transportation Security Act or the
“Aviation Security Act”. This law federalized substantially all aspects of civil aviation security and created the TSA, an agency of the Department of Homeland
Security, to which the security responsibilities previously held by the FAA were transitioned. The Aviation Security Act requires, among other things, the
implementation of certain security measures by airlines and airports, such as the requirement that all passengers, their bags and all cargo be screened for
explosives and other security-related contraband. Funding for airline and airport security required under the Aviation Security Act is provided in part by a $2.50
per segment passenger security fees for flights departing from the United States, subject to a $10 per roundtrip cap; however, airlines are responsible for costs
incurred to meet security requirements beyond those provided by the TSA. The United States government is considering increases to this fee as the TSA’s costs
exceed the revenue it receives from these fees. Implementation of the requirements of the Aviation Security Act has resulted in increased costs for airlines and
their passengers. Since the events of September 11, 2001, the U.S. Congress has mandated, and the TSA has implemented numerous security procedures and
requirements that have imposed and will continue to impose burdens on airlines, passengers and shippers.
Passenger Facility Charges. Most major U.S. airports impose passenger facility charges. The ability of airlines to contest increases in these charges
is restricted by federal legislation, DOT regulations and judicial decisions. With certain exceptions, air carriers pass these charges on to passengers. However, our
ability to pass through passenger facility charges to our customers is subject to various factors, including market conditions and competitive factors. Passenger
facility charges are capped at $4.50 per flight segment with a maximum of two PFCs charged on a one-way trip or four PFCs on a round trip, for a maximum of
$18 total, respectively.
Airport Access. Two U.S. airports at which we operate, O’Hare International Airport in Chicago (O’Hare) and John F. Kennedy International Airport
in New York, or “JFK”, were formerly designated by the FAA as “high density”
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traffic airports subject to arrival and departure slot restrictions during certain periods of the day. From time to time, the FAA has also issued temporary orders
imposing slot restrictions at certain airports. Although slot restrictions at JFK were formally eliminated as of January 1, 2007, on January 15, 2008, the FAA
issued an order limiting the number of scheduled flight operations at JFK during peak hours to address the over-scheduling, congestion and delays at JFK. We
cannot predict the outcome of potential future rule changes to address congestion on our costs or ability to operate at JFK.
On July 8, 2008, the DOT also issued a revised Airport Rates and Charges policy that allows airports to establish non-weight based fees during peak
hours and to apportion certain expenses from “reliever” airports to the charges for larger airports in an effort to limit congestion.
Noise Restrictions. Under the Airport Noise and Capacity Act of 1990 and related FAA regulations, aircraft that fly to the United States must
comply with certain Stage 3 noise restrictions, which are currently the most stringent FAA operating noise requirements. All of our Copa aircraft meet the Stage 3
requirement.
Other Regulation. U.S. laws and regulations have been proposed from time to time that could significantly increase the cost of airline operations by
imposing additional requirements or restrictions on airlines. There can be no assurance that laws and regulations currently enacted or enacted in the future will not
adversely affect our ability to maintain our current level of operating results.
Other Jurisdictions
We are also subject to regulation by the aviation regulatory bodies that set standards and enforce national aviation legislation in each of the
jurisdictions to which we fly. These regulators may have the power to set fares, enforce environmental and safety standards, levy fines, restrict operations within
their respective jurisdictions or any other powers associated with aviation regulation. We cannot predict how these various regulatory bodies will perform in the
future, and the evolving standards enforced by any of them could have a material adverse effect on our operations.
C. Organizational Structure
The following is an organizational chart showing Copa Holdings and its principal subsidiaries.
*
Includes ownership by us held through wholly-owned holding companies organized in the British Virgin Islands.
Copa Airlines is our principal airline operating subsidiary that operates out of our hub in Panama and provides passenger service in North, South and
Central America and the Caribbean. Copa Airlines Colombia is our operating subsidiary that provides air travel from Colombia to Copa Airlines Hub of the
Americas in Panama, and operates a low-cost business model, Wingo, within Colombia and various cities in the region. Oval Financial Leasing, Ltd. controls the
special purpose vehicles that have a beneficial interest in the majority of our fleet.
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D. Property, plants and equipment
Headquarters
Our headquarters are located six miles away from Tocumen International Airport. We have leased five floors consisting of approximately 105,9811
square feet of the building from Desarollo Inmobiliario Del Este, S.A., an entity controlled by some of the investors that controls CIASA, under a ten-year lease
that began in January 2015 at a rate of $0.2 million per month.
Other Property
At Tocumen International Airport, we lease two maintenance hangars, operations offices in the terminal, counter space, parking spaces and other
operational properties from the entity that manages the airport. We pay approximately $286,799 per month for this leased property. Around Panama City, we also
lease various office spaces, parking spaces and other properties from a variety of lessors, for which we pay approximately $112,418 per month in the aggregate.
In each of our destination cities, we also lease space at the airport for check-in, reservations and airport ticket office sales, and we lease space for
CTOs in those cities.
AeroRepública leases most of its airport offices and CTOs. Owned properties only include one CTO and a warehouse close to the Bogota airport.
See also our discussion of “Aircraft” and “Airport Facilities” above.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
You should read the following discussion in conjunction with our consolidated financial statements and the related notes and the other financial
information included elsewhere in this annual report. Discussions of year-over-year comparisons between 2022 and 2021 that are not included in this Form 20-F
can be found in Part I, Item 5, Operating and Financial Review and Prospects” of our Form 20-F for the fiscal year ended December 31, 2022.
We are a leading Latin American provider of airline passenger and cargo service through our two principal operating subsidiaries, Copa Airlines and
AeroRepública. Copa Airlines operates from its strategically located position in the Republic of Panama, and AeroRepública operates a low-cost business model
within Colombia and various cities in the region.
Copa currently offers approximately 375 daily scheduled flights among 82 destinations in 32 countries in North, Central and South America and the
Caribbean from its Panama City hub. Copa provides passengers with access to flights to more than 180 other destinations through code-share arrangements with
our Star Alliance partners and other carriers including Air France, KLM, Iberia, Emirates, Gol, Azul, Tame, Cubana and Aeromexico. Through its Panama City
hub, Copa Airlines is able to consolidate passenger traffic from multiple points to serve each destination effectively.
As of December 31, 2023, Copa Airlines and Wingo operate a modern fleet of 106 Boeing 737 aircraft. To meet growing capacity requirements, we
have firm orders, including purchase and lease commitments. As of December 31, 2023, the Company has firm orders to purchase 57 Boeing 737 MAX aircraft to
be delivered between 2024 and 2028.
Factors Affecting Our Results of Operations
Fuel
In 2023, the average price of WTI crude oil, a benchmark widely used for crude oil prices that is measured in barrels and quoted in U.S. dollars,
decreased by 18.2% from $94.9 per barrel to $77.6 per barrel. In 2023, we did not hedge any of our fuel needs. For 2024 although we have not hedged any part of
our anticipated fuel needs, we continue to evaluate various hedging strategies and may enter into hedging agreements in the future, as any substantial and
prolonged
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increase in the price of jet fuel will likely materially and negatively affect our business, financial condition and results of operation. In the past, we have managed
to offset some of the increases in fuel prices with higher load factors, fuel surcharges and fare increases. In addition, our relatively young, winglet-equipped fleet
and robust fuel conservation measures also help us mitigate the impact of higher fuel prices.
Additionally, global geopolitical events, such as the conflict between Russia and Ukraine beginning in February 2022, have led to an increase in fuel
costs which may negatively impact our business operations. Due to the evolving nature of such events, we are unable to predict the extent of the impact on our
business.
Regional Economic Environment
Our historical financial results have been, and we expect them to continue to be, materially affected by the general level of economic activity and
growth of per capita disposable income in North, South and Central America and the Caribbean, which have a material impact on discretionary and leisure travel
(drivers of our passenger revenue) and the volume of trade between countries in the region (the principal driver of our cargo revenue).
In Colombia, real GDP, at constant prices, increased 1.4% in 2023. Average inflation of consumer prices in Colombia was approximately 11.4 in
2023, according to the IMF.
According to data from The Preliminary Overview of the Economies of Latin America and the Caribbean, an annual United Nations publication
prepared by the Economic Development Division, the economy of Latin America (including the Caribbean) is estimated to increase by 1.9%% in 2024.
Preliminary figures, according to the IMF, for 2023 indicate that the Panamanian economy increased by 6.0% (versus 10.8% increase in 2022). Headline inflation
in Panama was 1.5% compared to 2.9% in 2022.
Revenues
We derive our revenues primarily from passenger transportation, which represented 95.9% of our revenues for the year ended December 31, 2023.
In addition, 2.8% of our total revenues are derived from cargo and 1.3% from other activities.
We recognize passenger revenue from tickets when transportation is provided rather than when a ticket is sold. Passenger revenues reflect the
capacity of our aircraft on the routes we fly, load factor and yield. Our capacity is measured in terms of available seat miles, or “ASMs”, which represents the
number of seats available on our aircraft multiplied by the number of miles the seats are flown. Our usage is measured in terms of RPMs, which is the number of
revenue passengers multiplied by the miles these passengers fly. Load factor, or the percentage of our capacity that is actually used by paying customers, is
calculated by dividing RPMs by ASMs. Yield is the average amount that one passenger pays to fly one mile. We use a combination of approaches, taking into
account yields, flight load factors and effects on load factors of connecting traffic, depending on the characteristics of the markets served, to arrive at a strategy for
achieving the best possible revenue per available seat mile, balancing the average fare charged against the corresponding effect on our load factors.
We recognize cargo revenue when transportation is provided. Historically our other revenue consists primarily of commissions earned on tickets
sold for flights on other airlines, special charges, non-air frequent flyer program revenue and services provided to other airlines.
Overall demand for our passenger and cargo services is highly dependent on the regional economic environment in which we operate, including the
GDP of the countries we serve and the disposable income of the residents of those countries. Approximately 25% of our passengers travel at least in part for
business reasons, and the growth of intraregional trade greatly affects that portion of our business. The remaining 75% of our passengers are tourists or travelers
visiting friends and family.
The following table sets forth our capacity, load factor and yields for the periods indicated.
Capacity (in available seat miles, in millions)
Load factor
Yield (in cents)
2023
2022
2021
27,700
86.8 %
13.79
24,430
85.1 %
13.59
14,934
78.6 %
12.04
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Seasonality
Generally, revenues and profitability of our flights peak during the northern hemisphere’s summer season in July and August and again during the
December and January holiday season. Given our high proportion of fixed costs, this seasonality is likely to cause our results of operations to vary from quarter to
quarter.
Operating Expenses
The main components of our operating expenses are aircraft fuel, wages, salaries, benefits and other employees’ expenses, sales and distribution and
airport facilities and handling charges. A common measure of per unit costs in the airline industry is cost per available seat mile, or “CASM”, which is generally
defined as operating expenses divided by ASMs.
Fuel. The price we pay for aircraft fuel varies significantly from country to country primarily due to local taxes. While we purchase aircraft fuel at
most of the airports to which we fly, we attempt to negotiate fueling contracts with companies that have a multinational presence in order to benefit from volume
purchases. During 2023, as a result of the location of its hub, Copa purchased 52% of its aircraft fuel in Panama. Copa has 26 suppliers of aircraft fuel across its
network. In some cases, we tanker fuel in order to minimize our cost, by fueling in airports where fuel prices are lowest. Our aircraft fuel expenses are variable
and fluctuate based on global oil prices.
Aircraft Fuel Data
Average price per gallon of jet fuel into plane (excluding hedge) (in U.S. dollars)
Gallons consumed (in millions)
Available seat miles (in millions)
Gallons per ASM (in hundredths)
$
3.02 $
327.6
27,700
1.18
3.60 $
291.4
24,430
1.19
2.14
177.4
14,934
1.19
2023
2022
2021
Wages, salaries and other employees’ expenses. Salary and benefit expenses have historically increased at the rate of inflation and by the growth in
the number of our employees. In some cases, we have adjusted the salaries of our employees to correspond to changes in the cost of living in the countries where
these employees work. We do not increase salaries based on seniority. Our profit-sharing variable compensation program reflects our belief that our employees
will remain dedicated to our success if they have a stake in that success. We typically make accruals each month for the expected annual bonuses, which are
reconciled to actual payments at their dispersal within the first half of the following year. The bonus payments are approved by our compensation committee.
Passenger servicing. Our passenger servicing expenses consist of catering, in-flight entertainment and liability insurance among others. These
expenses are generally directly related to the number of passengers we carry or the number of flights we operate.
Airport facilities and handling charges. Our airport facility and handling charges consist of take-off/landing charges, aircraft parking charges,
baggage handling, and airport security charges. These charges are mainly driven by the number of flights we operate.
Sales and distribution. Our sales and distribution expenses are driven mainly by passenger revenues, indirect channel penetration performance,
agreed commission rates, and from payments to global distribution systems “GDS”, such as Amadeus and Sabre. Our commission expenses consist primarily of
payments for ticket sales made by travel agents and commissions paid to credit card companies, depending on the country. During the last few years we have
reduced our commission expense per available seat mile as a result of an industry-wide trend of paying lower commissions to travel agencies and by increasing
the proportion of our sales made through direct channels. We expect this trend to continue as more of our customers become accustomed to purchasing through
our website at www.copaair.com, mobile app, and call centers. While increasing direct sales may increase the commissions we pay to credit card companies, we
expect that the savings from the corresponding reduction in travel agency commissions will more than offset this increase. In recent years, base commissions paid
to travel agents have decreased significantly. At the same time, we have encouraged travel agencies to move from standard base commissions to incentive
compensation based on sales volume and fare types. In addition, the GDS or reservation systems tend to raise their rates periodically, but we expect that if we are
successful in encouraging our customers to purchase tickets through our direct sales channels, these costs will decrease as a percentage of our operating
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costs. A portion of our reservations and sales expenses is also comprised of our licensing payments for the SHARES reservation and check-in management
software we use, which is not expected to change significantly from period to period.
Maintenance, materials and repairs. Our maintenance, materials and repairs expenses consist of aircraft repair expenses and charges related to the
line maintenance of our aircraft, including maintenance materials, and aircraft return costs. As the age of our fleet increases and our warranties expire, our
maintenance expenses will increase. We conduct line and heavy maintenance internally and outsource some of the heavy maintenance to independent third-party
contractors.
Depreciation, amortization and impairment. These expenses correspond primarily to the depreciation of aircraft owned by the company, engines,
maintenance components, other related flight equipment and the depreciation of the right of use on leased assets.
Flight operations. These expenses are related to the charges that the countries which we overfly levy on our aircraft as overflight charges. These fees
are generally related to the number of flights we operate.
Other operating and administrative expenses. Other expenses include cargo and courier expenses, overhead expenditures and miscellaneous
expenses. Also includes the expense for contract services, variable lease payments, short term and low value leases.
Taxes
We pay taxes in the Republic of Panama and in other countries in which we operate, based on regulations in effect in each respective country. Our
revenues come principally from foreign operations, and according to the Panamanian Fiscal Code income from these foreign operations are not subject to income
tax in Panama.
The Panamanian Fiscal Code for the airline industry states that tax is based on net income earned for traffic whose origin or final destination is the
Republic of Panama. The applicable tax rate is currently 25%. Dividends from our Panamanian subsidiaries, including Copa, are separately subject to a 10%
percent withholding tax on the portion attributable to Panamanian sourced income and a 5% withholding tax on the portion attributable to foreign sourced income.
Additionally, a 7% value added tax is levied on tickets issued in Panama for travel commencing in Panama and going abroad, irrespective of where such tickets
were ordered.
We received notifications from the tax authorities in Panama in February 2020 and in Colombia in November 2020 and March 2016. We, along with
our tax advisors, have concluded that it is unlikely that we will need to allocate resources to settle these claims. This conclusion is based on the strength of our
defense arguments and the fact that both cases are in the preliminary stages.
In February 2020, we received two notifications from the tax authorities in Panama related to a tax audit process that began in 2019. The
notifications include potentially significant adjustments to the reported dividend tax for the years 2012 to 2016 and income tax for the year 2016. We have filed an
administrative appeal, which is the first legal stage under Panamanian laws. We, along with our tax advisors, have concluded that is probable that our tax position
will be upheld. As a result, it is not probable that we will incur any significant additional tax as result. According to Panamanian laws, the statute of limitations is
three and 15 years for income tax and dividend tax claims, respectively.
We are also subject to local tax regulations in each of the other jurisdictions where we operate, the great majority of which are related to the taxation
of our income. In some of the countries to which we fly, we do not pay any income taxes because we do not generate income under the laws of those countries
either because they do not have income taxes or due to treaties or other arrangements those countries have with Panama. In the remaining countries, we pay
income tax at rates ranging from 7% to 35% of our income attributable to those countries. Different countries calculate our income in different ways, but they are
typically derived from our sales in the applicable country multiplied by our net margin or by a presumed net margin set by the relevant tax legislation.
The determination of our taxable income in several countries is based on a combination of revenues sourced to each particular country and the
allocation of expenses to that particular country. The methodology for multinational transportation company sourcing of revenue and expense is not always
specifically prescribed in the relevant tax regulations, and therefore is subject to interpretation by both ourselves and the respective tax authorities. Additionally, in
some countries, the applicability of certain regulations governing non-income taxes and the determination of our filing status are also subject to interpretation. We
cannot estimate the amount, if any, of the potential tax liabilities that might result if the allocations, interpretations and filing positions we use in preparing our
income tax returns were challenged by
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the tax authorities of one or more countries. If taxes were to increase, our financial performance and results of operations could be materially and adversely
affected. Due to the competitive revenue environment, many increases in fees and taxes have been absorbed by the airline industry rather than being passed on to
the passenger. Any such increases in our fees and taxes may reduce demand for air travel and thus our revenues.
Under a reciprocal exemption confirmed by a bilateral agreement between Panama and the United States, we are exempt from the U.S. source
transportation income tax derived from the international operation of aircraft.
Our income tax expense totaled approximately $97.0 million in 2023, $40.2 million in 2022 and $10.5 million in 2021.
Results of Operation
The following table shows each of the line items in our statement of profit or loss for the periods indicated as a percentage of our total operating revenues for that
period:
2023
2022
2021
Operating revenues:
Passenger revenue
Cargo and mail revenue
Other operating revenue
Total operating revenues
Operating expenses:
Fuel
Wages, salaries, benefits and other employees expenses
Passenger servicing
Airport facilities and handling charges
Sales and distribution
Maintenance, materials and repairs
Depreciation, amortization and impairment
Impairment of non financial assets
Flight operations
Other operating and administrative expenses
Total operating expenses
Operating income
Non-operating income (expense):
Finance cost
Finance income
Gain (loss) on foreign currency fluctuations
Net change in fair value of derivatives
Other non-operating income (expense)
Total non-operating income (expense)
Profit before income taxes
Income taxes
Net profit
Year 2023 Compared to Year 2022
95.9 %
2.8 %
1.3 %
100.0 %
28.8 %
12.6 %
2.6 %
6.4 %
6.6 %
3.8 %
8.9 %
— %
3.2 %
3.8 %
76.6 %
23.4 %
(4.6)%
1.5 %
0.1 %
(2.8)%
0.2 %
(5.7)%
17.7 %
(2.8)%
14.9 %
95.3 %
3.4 %
1.3 %
100.0 %
35.5 %
12.8 %
2.4 %
6.5 %
7.6 %
3.5 %
9.0 %
— %
3.3 %
4.2 %
84.8 %
15.2 %
(3.0)%
0.6 %
(0.3)%
0.6 %
— %
(2.1)%
13.1 %
(1.4)%
11.7 %
93.5 %
4.7 %
1.7 %
100.0 %
25.4 %
17.1 %
2.4 %
8.7 %
8.6 %
2.8 %
15.9 %
(0.4)%
3.7 %
5.8 %
89.9 %
10.1 %
(5.0)%
0.7 %
(0.4)%
(1.5)%
(0.2)%
(6.5)%
3.6 %
(0.7)%
2.9 %
Our consolidated net profit in 2023 totaled $514.1 million, compared to a net profit of $348.1 million in 2022. In addition, we had consolidated
operating profit of $807.2 million in 2023, compared to an operating profit of
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$450.4 million in 2022. Our consolidated operating margin in 2023 was 23.4%, an increase of 8.2 percentage points versus 2022. These results were driven by
passenger demand increase with higher average fares.
Operating revenue
Our consolidated revenue totaled $3.5 billion in 2023, a 16.6% increase over operating revenue of $3.0 billion in 2022, mainly due to a 18.1%
increase in passenger traffic, offset by a decrease of 0.6% in passenger average fare, and lower cargo volumes and rates.
Passenger revenue. Passenger revenue totaled $3.3 billion in 2023, a 17.4% increase over passenger revenue of $2.8 billion in 2022. This was driven
by a 18.1% increase in passengers, partially offset by a decrease of 0.6% in passenger average fare.
Cargo and mail revenue. Cargo and mail revenue totaled $97.1 million in 2023, a 4.6% decrease from cargo and mail revenue of $101.8 million in
2022, related to lower cargo volumes and rates.
Other operating revenue. Other operating revenue totaled $43.5 million in 2023, a 13.0% increase from other revenue of $38.5 million in 2022
driven by an increase in frequent flyer program partnership revenues.
Operating expenses
Our consolidated operating expenses totaled $2.6 billion in 2023, a 5.4% increase over operating expenses of $2.5 billion in 2022. This is mainly as
a result of 13.4% increase of ASMs versus 2022, offset by lower fuel costs.
An overview of the major variances in operating expenses on a consolidated basis follows:
Fuel. Aircraft fuel totaled $995.9 million in 2023, a 5.4% decrease from aircraft fuel of $1,052.6 million in 2022, mainly due to a 16.1% lower
effective fuel price, offset by a 12.4% increase in block hours.
Wages, salaries and other employees’ expenses. Salaries and benefits totaled $436.5 million in 2023, a 14.7% increase over salaries and benefits of
$380.4 million in 2022, mainly as a result of an increased headcount to support additional capacity, as well as salary adjustments and provisions for variable
compensation.
Passenger servicing. Passenger servicing totaled $89.1 million in 2023 compared to $70.1 million in 2022. This represented a 27.3% increase driven
by 18.1% more passengers and a higher effective rate per passenger that resulted from an upgrade in the onboard product offering.
Airport facilities and handling charges. Airport facilities and handling charges totaled $221.9 million in 2023, a 15.2% increase over $192.6 million
in 2022. This increase was driven mainly by a 14.1% increase in departures and higher effective rates related to handling charges and airport services.
Sales and Distribution. Sales and distribution totaled $227.2 million in 2023, a 1.2% increase compared to $224.5 million in 2022, driven mainly to
9.1% more sales, offset by a reduction in our distribution costs as a result of higher penetration of both direct sales and the lower-cost travel agency channels.
Maintenance, materials and repairs. Maintenance, materials and repairs totaled $132.5 million in 2023, a 27.3% increase over $104.1 million in
2022, primarily a result of an increase of major component repairs and materials consumption related to 11.7% more flight hours in 2023 versus 2022, partially
offset by an adjustment in the company’s provision related to the future return of leased aircraft.
Depreciation, amortization and impairment. Depreciation totaled $306.1 million in 2023, a 14.3% increase over $267.7 million in 2022, mainly
related to additional aircraft and more maintenance events.
Flight operations. Flight operations amounted to $109.9 million in 2023, an 13.0% increase compared to $97.3 million in 2022, mainly due to
12.4% more block hours and higher overflight rates.
Other operating and administrative expenses. Other expenses totaled $130.7 million in 2023, a 4.1% increase from $125.4 million in 2022, mostly
related to an increase in overhead expenses mainly related to IT costs.
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Total Non-operating Income (Expense)
Non-operating expense totaled $196.1 million in 2023, as compared to non-operating expense of $62.2 million in 2022 mainly due to a translational
loss in fair value derivatives in our convertible notes as a result of the settlement.
Finance cost. Finance cost totaled $158.2 million in 2023 mainly comprised of the interest expense related to the amortization of the debt principal
and debt issuance costs associated with the convertible notes retired during the period, loan interest and commission expenses, discount rate utilized for the
calculation of leased aircraft charges, interest charges related to operating leases and other interest charges. This represents a 80.6% increase over finance cost of
$87.6 million in 2022.
Finance income. Finance income totaled $50.2 million in 2023, an 178.6% increase over finance income of $18.0 million in 2022 mainly due to
higher interest rates.
Gain (loss) in foreign currency fluctuations. Gain in foreign currency fluctuations totaled $3.1 million in 2023, an 131.5% decrease over loss in
foreign currency fluctuations of $9.8 million in 2022, this result mainly driven by the Colombian peso strengthening throughout the year 2023.
Net change in fair value of derivatives. Net fair value of derivatives totaled $98.3 million loss in 2023, a 671.9% decrease over $17.2 million income
in 2022, related to the Company’s convertible notes as a result of the settlement.
Other non-operating income (expense). Other non-operating expense totaled $7.2 million income in 2023, compared to $0.1 million income in 2022
mainly due to changes in the value of financial investments.
B. Liquidity and Capital Resources
Our cash, cash equivalents, and short-term investments at December 31, 2023 decreased by $19.6 million compared to December 31, 2022, to
$915.2 million. As part of our financing policy, we expect to meet our liquidity needs with cash from operations, cash on hand and the utilization of committed
credit facilities, if needed. As of the date hereof, our current unrestricted cash exceeds our forecasted cash requirements to carry out operations, including payment
of debt service, for fiscal year 2024.
Our cash, cash equivalent and short-term investment position represented 26.5% of our revenues for the year ended December 31, 2023 and 17.6%
of our total assets and 43.1% of our total equity as of December 31, 2023, which we believe provides us with an adequate liquidity position.
In recent years, we have been able to meet our working capital requirements through cash from our operations. In 2023, we experienced an increase
in our operational net cash inflow of $286.2 million compared with the previous year. Our ability to meet our liquidity needs in the future is subject to numerous
risks and uncertainties, including the levels of cash refunds of customer deposits, the results of contract negotiations with suppliers and whether we take delivery
of aircraft pursuant to existing commitments as well as the terms on which we do so and the terms of any related financing available to us.
Our capital expenditures, which consist primarily of aircraft purchases, are funded through a combination of our cash from operations and long-term
financing. From time to time, we finance pre-delivery payments related to our aircraft with short or medium-term financing in the form of commercial bank loans
and/or bonds privately placed with commercial banks, as well as resorting to a deferred pre-delivery schedule from the aircraft manufacturer.
Copa Holdings, S.A., through its subsidiaries, has aggregate uncommitted unsecured credit facilities of $325.0 million as of December 31, 2023.
Operating Activities
We rely primarily on cash flows from operations to provide working capital for current and future operations. Our net cash flows provided by
operating activities for the year ended December 31, 2023 were a net operating cash inflow of $1,044.8 million, an increase of $286.2 million compared to a net
operating cash inflow of $758.5 million in 2022. Our principal source of cash is receipts from ticket sales to customers, which for the year ended December 31,
2023 increased by $358 million over receipts in the year 2022.
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Investing Activities
Net cash flow used in investing activities was $543.0 million in 2023 compared to a net cash flow used in investing activities of $552.2 million in
2022. During 2023, we made capital expenditures of $572.1 million, which consisted of expenditures related to acquisition of property and equipment and net of
advance payments and reimbursements on aircraft purchase contracts, related to the arrival of 8 Boeing 737 MAX during 2023, compared to $526.9 million in
2022. In 2023, the Company had $53.7 million from net proceeds of investments compared to $14.3 million used in acquisition and redemption from investments
in 2022. Also, in 2023, we had proceeds from sale of property and equipment of $5.1 million, compared to $7.4 million in 2022. We also had expenditures of
$29.7 million in acquisition of intangible assets in 2023 compared to $18.5 million in 2022.
Financing Activities
Net cash flow used in financing activities was $394.0 million in 2023 compared to net cash flow used in financing activities of $273.7 million in
2022. During 2023, $428.3 million of proceeds from borrowings were offset by the repayment of $350.0 million of the convertible notes, repayment of $152.3
million in debt, $134.2 million in dividends paid, $105.9 million in repurchase of treasury shares and $80.0 million in payment of lease liability. During 2022,
$222.5 million of proceeds from borrowings were offset by the repayment of $249.5 million in debt, $167.6 million in repurchase of treasury shares and $79.0
million in payment of lease liability.
Over the years, we have financed the acquisition of Boeing 737-Next Generation aircraft through syndicated loans provided by international
financial institutions with the support of guarantees issued by the Export-Import Bank of the United States, or “Ex-Im”, with repayment profiles of 12 years. The
Ex-Im guarantees support 80%-85% of the net purchase price and are secured with a first priority mortgage on the aircraft in favor of a security trustee on behalf
of Ex-Im. The documentation for each loan follows standard market forms for this type of financing, including standard events of default. Our Ex-Im supported
financings amortize on a quarterly basis, are denominated in dollars and can bear interest at a floating rate linked to SOFR or be set at a fixed rate. As of
December 31, 2023 the Company had $416.6 million (2022: $466.6 million) of long-term fixed rate debt of outstanding indebtedness that is owed to financial
institutions under financing arrangements guaranteed by the Export-Import Bank of the United States. At December 31, 2023, the total amount outstanding under
our Ex-Im-supported financings totaled $416.6 million.
Since 2014, we have financed our aircraft through a mix of Japanese Operating Leases with Call Options, or “JOLCO”, and sale-leasebacks.
JOLCO is a Japanese-sourced lease transaction that provides for 100% financing and is typically used to finance new aircraft and has a minimum
lease term of 10 years. In a JOLCO, the aircraft is purchased by a Japanese equity investor. The Japanese equity investor funds approximately 30% of the
acquisition cost of the aircraft and becomes the owner of the aircraft via a Special Purpose Entity. An international bank with onshore lending capabilities
provides the balance of the aircraft purchase price via a senior secured mortgage loan. JOLCOs have a call option, which lessees often expect the lessor to
exercise. Under IFRS, these transactions are accounted for as financings. We have financed 29 Boeing 737 Next Generation and 737 MAX aircraft since 2014
through JOLCO financing. As of December 31, 2023, JOLCO financed debt outstanding was $1.0 billion.
Capital resources. We finance our aircraft through long-term debt and operating lease financings. Although we expect to finance future aircraft
deliveries with a combination of similar debt arrangements and financing leases, we may not be able to secure such financing on attractive terms. To the extent we
cannot secure financing, we may be required to modify our aircraft acquisition plans or incur higher than anticipated financing costs. We expect to meet our
operating obligations as they become due through available cash and internally generated funds, supplemented as necessary by short-term or medium-term credit
lines.
As of December 31, 2023, we have firm orders to purchase 57 Boeing 737 MAX aircraft to be delivered between 2024 and 2028. The aircraft under
this contract have an approximate value of $2.8 billion based on contractual obligations net of discounts and pre-delivery payments, including estimated amounts
for contractual price escalation.
We meet our pre-delivery deposit requirements for our Boeing 737 MAX aircraft by using cash from operations, or by using short or medium-term
borrowing facilities and/or vendor financing for deposits required between three years and six months prior to delivery.
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The Company maintained letters of credit with several banks with a value of $31.3 million as of December 31, 2023 (compared to 2022: $32.3
million, as of December 31, 2022). These letters of credit are pledged mainly for operating lessors, maintenance providers and airport operators.
The Company has aggregate unsecured credit facilities of $325.0 million (2022: 355.0 million). These credit facilities are in place for contingency
and working capital purposes. As of December 31, 2023, the Company does not have any outstanding borrowings under these credit facilities.
C. Research and Development, Patents and Licenses, etc.
We believe that the Copa brand has strong value and indicates superior service and value in the Latin American travel industry. We have registered
the trademarks “Copa”, “Copa Airlines”, “Wingo” and “Hub of the Americas” with the trademark offices in Panama, the United States, and the majority of the
countries in which we operate. We license certain brands, logos and trade uniforms under the trademark license agreement with UAL related to our alliance. We
will have the right to continue to use our current logos on our aircraft for up to five years after the end of the alliance agreement term. “Copa Colombia”, “Copa
Airlines Colombia”, “Wingo” and “Hub of the Americas” are registered names and trademarks in Colombia, Panama, Ecuador, Venezuela, Mexico, Dominican
Republic, and Guatemala.
We operate many software products under licenses from our vendors, including our passenger services system, booking engine, revenue
management software and our cargo management system. Under our agreements with Boeing, we also use a large amount of Boeing’s proprietary information to
maintain our aircraft. The loss of these software systems or technical support information from our vendors could negatively affect our business.
D. Trend Information
Since 2020, the COVID-19 pandemic has had a material adverse impact on the airline industry and the Company’s operations. Despite the recent
significant economic improvements due to more passenger demand and less travel restrictions, the extent of the future impact of the COVID-19 pandemic on the
Company’s operational and financial performance will depend on future developments, including, but not limited to, the scope and severity of the pandemic
related travel advisories and restrictions, the availability and effectiveness of vaccines, the effectiveness of available vaccines against variants of the virus, the
duration and severity of the impact of the COVID-19 pandemic on overall demand for air travel, and the ongoing economic recession, all of which are highly
uncertain and cannot be predicted. See “Risks Relating to our Company”.
Additionally, global geopolitical events, such as the conflict between Russia and Ukraine beginning in February 2022 and the conflict between Israel
and Hamas beginning in October 2023, have led to an increase in fuel costs which may negatively impact our business operations. Due to the evolving nature of
such events, we are unable to predict the extent of the impact on our business. While we do not expect that the conflict will be directly material to us, collateral
effects of the geopolitical instability, such as the imposition of sanctions against Russia and Russia’s response to such sanctions, could adversely affect the global
economy or domestic markets where we operate. Also, global macroeconomic conditions, such as inflation and recession, in key markets where we operate can
negatively impact our business and we cannot predict the severity or duration of such conditions or their effect.
E. Critical Accounting Estimates
Not applicable.
Item 6. Directors, senior management and employees
A.
Directors and Senior Management
Currently, our Board of Directors is comprised of eleven members. The number of directors elected each year varies. Pedro Heilbron, Alvaro
Heilbron, Carlos A. Motta, John Gebo, Andrew Levy, Julianne Canavaggio and Makelin Arias were each re-elected for two-year terms at our annual shareholders’
meeting held in 2022. Carlos Mario Giraldo was elected as independent director for two-year terms and Stanley Motta, José Castañeda, and John Connor were
each re-elected as directors for two-year terms at our annual shareholders’ meeting held in 2023.
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The following table sets forth the name, age and position of each member of our Board of Directors as of February 29, 2024. A brief biographical
description of each member of our Board of Directors follows the table:
Name
Position
Age
Pedro Heilbron
Stanley Motta
Alvaro Heilbron
Carlos A. Motta
John Gebo
José Castañeda Velez
Andrew Levy
Josh Connor
Julianne Canavaggio
Makelin Arias
Carlos Mario Giraldo
Chief Executive Officer and Director
Chairman and Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
65
78
58
51
53
79
54
50
42
58
63
Mr. Pedro Heilbron. See “—Executive Officers”.
Mr. Stanley A. Motta has been one of the directors of Copa Airlines since 1986 and a director of Copa Holdings since it was established in 1998.
Since 1990, he has served as the President of Motta Internacional, S.A. an international importer and distributor of consumer goods. Mr. Motta is father of Mr.
Carlos A. Motta. He serves on the boards of directors of Motta Internacional, S.A., Grupo ASSA and ASSA Compañía de Seguros, S.A., Inversiones Bahía, Ltd.
and GBM Corporation and also serves as a director in numerous other privately held companies. Mr. Motta is a graduate of Tulane University.
Mr. Alvaro Heilbron was elected as director of Copa Holdings in 2012. He is the brother of Mr. Pedro Heilbron, our chief executive officer. Mr.
Heilbron is the Co-Founder and President at Gotuuri, an online marketplace for Experiences and Activities. He co-founded and serves on the board of Editora del
Caribe, S.A. He also serves on the board of Grupo PTM Panama, S.A., and Inversiones Haripasa. Mr. Heilbron holds a B.S. in Business Administration from
George Washington University, and a Post-Graduate degree in Management from INCAE Business School. Mr. Heilbron also served as Vice-President of
Commercial for Copa Airlines between the years of 1988 and 1999.
Mr. Carlos A. Motta was elected as a director of Copa Holdings in 2014. He has held several positions within Motta Internacional, S.A. and is
currently a director and part of the executive committee. He is the son of Mr. Stanley Motta. Mr. Motta serves on the board of Inversiones Bahia, Copa Holdings,
ASSA Compañía de Seguros, S.A, Banco General, Motco Inc., Fundación Alberto C. Motta, IFF Panama (Panama Film Festival), and Junior Achievement
Worldwide among others. Mr. Motta is a member of YPO (Young Presidents Organization); AGLN (The Aspen Global Leadership Network); CEAL (Consejo
Empresarial de America Latina). Mr. Motta received a bachelor’s degree in marketing from Boston College and an MBA from Thunderbird (The American
Graduate School of International Management).
Mr. John Gebo was elected as a director of Copa Holdings in 2015. He is Senior Vice President of Transformation for United Airlines. Prior to his
current position, Mr. Gebo was United’s Senior Vice President of Alliances, and Senior Vice President of Financial Planning and Analysis. Mr. Gebo joined
United in 2000, and has held positions of increasing responsibility in finance, investor relations, and alliances. Prior to joining United, Mr. Gebo worked at
General Motors Corporation in manufacturing engineering. Mr. Gebo received his bachelor’s degree in mechanical engineering from the University of Texas and
his master’s degree in business administration from the University of Michigan. Mr. Gebo has also been a member of the board of directors of Azul S.A. and
served for eight years on the board of directors of Alliant Credit Union, one of the largest credit unions in the United States, last serving as Vice Chairman in
2018.
Mr. José Castañeda Velez is one of the independent directors of Copa Holdings. He is currently a director on the boards of MMG Bank
Corporation and MMG Trust S.A. Previously, Mr. Castañeda Velez was the chief executive officer of Banco Latinoamericano de Exportaciones, S.A.—BLADEX
and has held managerial and officer level positions
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at Banco Río de la Plata, Citibank, N.A., Banco de Credito del Peru and Crocker National Bank. He is a graduate of the University of Lima.
Mr. Andrew Levy was elected as a director of Copa Holdings in 2016. Mr. Levy is currently Chairman and CEO of Avelo, Inc. and its wholly
owned subsidiary Avelo Airlines, a new ultra-low-cost carrier focused on the US domestic market. Previously, he served as Executive Vice President and Chief
Financial Officer of United Airlines from 2016 to 2018. He also served as President, Chief Operating Officer, Chief Financial Officer, Treasurer and as a member
of the Board of Directors of Allegiant Travel Company, parent company of US ultra-low-cost carrier Allegiant Air, from 2001 to 2014. Mr. Levy started his airline
career in 1994 at ValuJet Airlines, Inc. and then joined Savoy Capital, an investment banking and advisory firm specializing in the airline industry in 1996, also
joined the board of AerSale (NASDAQ listed ASLE) in April 2023 and currently is a member of their audit committee. He holds a Juris Doctor degree from
Emory University School of Law and a BA degree in Economics from Washington University in St. Louis.
Mr. Josh Connor is the founding partner of Connor Capital SB, LLC, an investment firm founded in December 2015. Since April 2017, he has
served as a managing director and co-portfolio manager of infrastructure investing at Oaktree Capital Management, an asset management firm specializing in
alternative investment strategies. From October 2013 to July 2015, Mr. Connor served as a managing director and co-head of the industrials banking group at
Barclays Capital Inc., an international investment bank. While at Barclays, Mr. Connor also served as global head of transportation banking from April 2011 to
October 2013. Prior to joining Barclays, Mr. Connor was with Morgan Stanley, an international investment bank, for 15 years, where he served as co-head of the
global transportation and infrastructure investment banking group. Mr. Connor has served on the board of Frontier Airlines since August 2015, on the board of
managers of Watco Companies LLC since December 2018, on the board of U.S. Rail & Logistics since June 2021, and as chairman of the board of Neighborhood
Property Group, LLC since November 2020. Mr. Connor holds a B.A. in Economics from Williams College.
Ms. Julianne Canavaggio was elected as an independent director of Copa Holdings in 2019. She is a Managing Director at Cuestamoras, a family
office in Central America. Prior to joining Cuestamoras, Ms. Canavaggio served in various leadership positions at Lazard (NYSE:LAZ) a global financial advisor,
including CEO of Latin America, Chief of Staff to the CEO of Financial Advisory, and Head of Central America and the Caribbean. Prior to joining Lazard,
Julianne established a successful legal career in mergers and acquisitions across a variety of industries. Ms. Canavaggio currently serves on the board of directors
of a real estate development conglomerate in Colombia, Panama and Mexico, a telecommunications company in Costa Rica, as well as independent and non-
independent director positions in various privately held companies and investment vehicles. She also serves on the board of trustees of the Panamerican
Development Foundation, a nonprofit organization established by the Organization of American States. Ms. Canavaggio holds a BA from Harvard University and
a JD from Tulane University.
Mrs. Makelin Arias was elected as a director of Copa Holdings in 2022. She is the Executive Vice President of Human Resources and Corporate
Services for Banco General, S.A., and its subsidiaries. She joined Banco General in 2007 after a merger with Banco Continental. Her current responsibilities
include managing human capital, administration & real estate, coordinating the compliance of the Corporate Governance guidelines, and implementing the
Corporate Social Responsibility strategy for the bank. Currently, her main focus is the constant strengthening of the organizational culture, professional and
personal development of human capital, and assuring compliance with the corporate governance guidelines based on the values that are the backbone of the
organization. Before joining the financial industry, Mrs. Arias worked for Copa Airlines for ten years, where she held the positions of Courier Services Manager,
Purchasing Manager, and Director of Human Capital. During her tenure in the company, her main achievements included: participating in the definition of the
company’s Strategic Vision in 1994, being part of the Copa Airlines and Continental Airlines’ integration team, implementing a model based on targeted
objectives for evaluating management, and being responsible for maintaining healthy labor and union relations. Mrs. Arias holds a BA in Economics and
Philosophy from Boston College.
Mr. Carlos Mario Giraldo was elected as an independent director of Copa Holdings in 2023. He is currently the CEO of Grupo Exito, the main
retailer in Colombia and Uruguay, a position he has held for ten years. Previously, he worked at Nutresa Group for thirteen years, the main producer of processed
food in Colombia, holding the position of President of Noel Biscuit Division. He serves as a board member of the National Association of Retailers in Colombia
and the Consumer Goods Forum at the global level. Mr. Giraldo holds a law degree from the University of Medellin and an LLM from Tulane University.
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The following table sets forth the name, age and position of each of our executive officers as of February 29, 2024. A brief biographical description
of each of our executive officers follows the table.
Name
Pedro Heilbron
José Montero
Daniel Gunn
Dennis Cary
Peter Donkersloot
Julio Toro
Bolívar Domínguez
Eduardo Lombana
Rafael Samudio
María Jaén
William Meehan
Position
Age
Chief Executive Officer and Director
Chief Financial Officer
Senior Vice-President of Operations
Senior Vice-President of Commercial and Planning
Vice-President of Human Resources
Vice-President of Technology
Vice-President of Flight Operations
Chief Executive Officer of AeroRepública, S.A. (Copa Airlines Colombia)
Vice-President of Technical Operations
Vice-President of On Board Service
Vice-President of Airport
65
54
56
59
40
50
48
62
53
50
64
Mr. Pedro Heilbron has been our Chief Executive Officer since 1988. He received an MBA from George Washington University and a BA from
College of the Holy Cross. Mr. Heilbron is the brother of Mr. Alvaro Heilbron, a member of our Board of Directors.
Mr. José Montero has been our Chief Financial Officer since March 2013. He started his career with Copa Airlines in 1993 and has held various
technical, supervisory, and management positions including Manager of Flight Operations, Director of System Operations Control Center (SOCC), and, between
2004 and 2013, Director of Strategic Planning. He has a BS in Aeronautical Studies from Embry-Riddle Aeronautical University and an MBA from Cornell
University. He serves as independent director of Latinex, Inc, the holding company of the Panama Stock Exchange, and is a member of IATA’S Financial
Advisory Council.
Mr. Daniel Gunn has been our Senior Vice-President of Operations since February 2009. Prior to this Mr. Gunn had served as Vice-President of
Commercial and Planning and Vice-President of Planning and Alliances. Prior to joining Copa in 1999, he spent five years with American Airlines holding
positions in Finance, Real Estate and Alliances. Mr. Gunn received a BA in Business & Economics from Wheaton College and an MBA from the University of
Southern California.
Mr. Dennis Cary has been our Senior Vice-President of Commercial and Planning since April 2015. Prior to joining Copa Airlines, Mr. Cary held
Senior Vice-President position in various industries, including aviation. Mr. Cary served as Senior Vice-President, Chief Marketing and Customer Officer at
United Airlines, and several other top management positions in United Airlines and American Airlines. Mr. Cary graduated from California State University,
Northridge with a bachelor’s degree in Computer Sciences and holds an MBA from Duke University.
Mr. Peter Donkersloot joined Copa Airlines in August 2019 and has served as Vice President of Human Resources since January 2020. Mr.
Donkersloot has over seventeen years working experience holding key positions in five different countries (Jamaica, Panama, Peru, El Salvador and Guatemala).
His experience ranges in Commercial Operations, Logistics, Risk Assessment, Strategic Planning and General Management. He holds a Global MBA from the
Thunderbird School of Global Management along with professional qualifications in Industrial Engineering from the Instituto Tecnológico y de Estudios
Superiores de Monterrey (ITESM).
Mr. Julio Toro has been our Vice-President of Technology since October 2015. He joined Copa in May 2011 as Director of the Project Management
Office. Before joining Copa, he served as Operations Manager and Vice-President of Information Systems for Cable & Wireless Panama. He received a BS in
Electrical Engineering from Texas A&M University, a Master in Renewable Energy from Universidad Tecnológica, and an MBA jointly issued by New York
University Stern School of Business, London School of Economics and Political Science, and HEC Paris School of Management.
Captain Bolivar Dominguez G. has been our Vice President of Flight Operations since December 2017. He began his career with Copa Airlines in
2000 as a Copilot in the Boeing 737-200, and has held positions of increasing responsibility, such as Head of Training on the Embraer fleet, Director of our
System Operations Control Center (SOCC), and System Chief Pilot. Bolivar was also a member of the IATA Safety, Flight and Ground Operations Advisory
Council
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(SFGOAC) from 2019 to 2023, responsible for advising the Board of Governors and the Director General of IATA on all matters connected with the improvement
of safety and efficiency of civil air transport, ground operations and baggage. Bolivar holds an Airline Transport Pilot License, with Type Ratings on the Boeing
727, Embraer 190, and Boeing 737, and received a BS in Industrial Engineering from Universidad Latina in Panama, and an MBA from the University of
Louisville.
Mr. Eduardo Lombana joined the Company in May 2005 as Chief Operating Officer and was appointed as Chief Executive Officer of Copa
Colombia as of February 2012. He served three years at Avianca as Vice-President of Network, responsible for revenue management, network planning and
revenue accounting during the company’s bankruptcy turn over. Prior to that, he served as Vice-President of Flight Operations for ACES before it merged with
Avianca. Mr. Lombana holds a BS in Aviation Technology and an AS in Aviation Maintenance Technology from Embry Riddle Aeronautical University.
Mr. Rafael Samudio has been our Vice President of Technical Operation since January 2022. He started his career with Copa Airlines in 1994 and
has held various technical, supervisory, and management positions including, Director of Engineering & Maintenance Planning, and Senior Director of
Procurement & Technical Contracts. He has a BS in Electromechanical Engineering from Technology University of Panama and an MBA from Latin American
University of Science and Technology (ULACIT).
Mrs. María Alejandra Jaén has been our Vice-President of Inflight Services since January 2022. She joined Copa in November 2014 as Director
of Inflight Training and Standards. Before joining Copa, she held several management positions in large multinational companies such as Dell and Citibank. Her
previous experience included Operations, Customer Service, Project Management and Business Process Improvement, being a Certified Black Belt. She has a BS
in Industrial Engineering from Universidad Tecnológica de Panamá, an MBA from Nova Southeastern University and an Executive Certification in Management
and Leadership from MIT Sloan School of Management.
Mr. William Meehan has been our Vice President of Airports since September 2023. Prior to joining Copa Airlines, Mr. Meehan worked in the
airline industry for 40 years, including at Frontier Airlines as Chief Operations Officer. Also, prior to Frontier Airlines, he served as Chief Operations Officer at
Pemco World Air Service, a maintenance MRO servicing numerous airlines. Finally, prior to Pemco, he spent 28-years in numerous positions at Continental
Airlines, starting as an aircraft technician and ending as the Senior Vice President of Airport Services. Mr. Meehan received a BA in Aviation Maintenance,
Management and Engineering from Lewis University and is a FAA Certified Aircraft Maintenance Technician.
The business address for all of our senior management is c/o Copa Airlines, Avenida Principal y Avenida de la Rotonda, Urbanización Costa del
Este, Complejo Business Park, Torre Norte, Parque Lefevre Panama City, Panama.
B. Compensation
In 2023, we paid an aggregate of approximately $5.0 million in cash compensation to our executive officers. In addition, members of committees of the
Board of Directors receive additional compensation per committee meeting. All of the members of our Board of Directors and their spouses receive benefits to
travel on Copa flights as well.
Incentive Compensation Program
In 2005, the Compensation Committee of our Board of Directors eliminated the then-existing Long-Term Retention Plan and approved a one-time
non-vested stock bonus award program for certain executive officers or the “Stock Incentive Plan”. Non-vested stock delivered under the Stock Incentive Plan
may be sourced from treasury stock or authorized un-issued shares. In accordance with this program, the Compensation Committee of our Board of Directors had
granted restricted stock awards to our senior management and to certain named executive officers and key employees. Normally, these shares vest over three to
five years in yearly installments equal to one-third of the awarded stock on each anniversary of the grant date, 100% of the awarded stock at the third anniversary
of the grant date or in yearly installments equal to 15% of the awarded stock on each of the first three anniversaries of the grant date, 25% on the fourth
anniversary and 30% on the fifth anniversary. See note 25 – “Share-based payments” from our consolidated financial statements beginning on page F-1.
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The following table shows shares granted:
Shares
Fair Value
Contractual life
2023
42,010
$91.69
3 years
2022
35,305
$71.59
3 years
2021
137,799
$85.31
3 to 5 year
The Compensation Committee plans to make additional equity-based awards under the plan from time to time, including additional non-vested stock
and stock option awards. While the Compensation Committee will retain discretion to vary the exact terms of future awards, we anticipate that future employee
non-vested stock and stock option awards granted pursuant to the plan will generally vest over a three-year period and the stock options will carry a ten-year term.
The total compensation cost recognized for non-vested stock awards amounts to $4.4 million, $5.2 million, and $7.1 million in 2023, 2022, and
2021, respectively, and was recorded as a component of “Wages, salaries, benefits and other employees’ expenses” within operating expenses.
Please also see “Item 6D. Employees” for a description of the bonus plan implemented by the Company.
C. Board Practices
Our Board of Directors currently meets quarterly. Additionally, informal meetings with UAL are held on an ongoing basis and are supported by
annual formal meetings of an “Alliance Steering Committee”, which directs and reports on the progress of the Copa and UAL Alliance. Our Board of Directors is
focused on providing our overall strategic direction and as a result is responsible for establishing our general business policies and for appointing our executive
officers and supervising their management.
Currently, our Board of Directors is comprised of eleven members. The number of directors elected each year varies. Pedro Heilbron, Alvaro
Heilbron, Carlos A. Motta, John Gebo, Andrew Levy, Mrs. Julianne Canavaggio and Makelin Arias were each re-elected for two-year terms at our annual
shareholders’ meeting held in 2022. Carlos Mario Giraldo was elected as independent director for two-year terms and Stanley Motta, José Castañeda, and John
Connor were each re-elected as directors for two-year terms at our annual shareholders’ meeting held in 2023.
Pursuant to contractual arrangements with us and CIASA, UAL is entitled to designate one of our directors. Currently, John Gebo is the UAL-
appointed director.
None of our Directors has entered into any service contract with the Company or its subsidiaries.
Committees of the Board of Directors
Audit Committee. The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by
reviewing:
•
•
•
•
the integrity of financial reports and other financial information made available to the public or any regulator or governmental body;
the effectiveness of our internal financial control and risk management systems, including cybersecurity and privacy risks and the Company’s
procedures and policies for assessing and managing such risks;
the effectiveness of our internal audit function, and the independent audit process including the appointment, retention, compensation, and
supervision of the independent auditor; and
the compliance with laws and regulations, as well as the policies and ethical codes established by management and the Board of Directors.
The Audit Committee is also responsible for implementing procedures for receiving, retaining and addressing complaints regarding accounting,
internal control and auditing matters, including the submission of confidential, anonymous complaints regarding questionable accounting, ethical or auditing
matters.
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José Castañeda, Josh Connor, and Julianne Canavaggio are independent non-executive directors under the applicable rules of the New York Stock
Exchange, are the current members of the committee. The Committee´s chairman is Josh Connor. All members are financially literate. Castañeda, Connor and
Canavaggio have been determined to be financial experts by the Board of Directors.
Compensation Committee. Our Compensation Committee is responsible for the selection process of the Chief Executive Officer and the evaluation
of all executive officers (including the CEO), recommending the level of compensation and any associated bonus. The charter of our Compensation Committee
requires that all its members shall be non-executive directors, of which at least one member will be an independent director under the applicable rules of the New
York Stock Exchange. Stanley Motta, José Castañeda and Makelin Arias are the members of our Compensation Committee, and Stanley Motta is the Chairman of
the Compensation Committee.
Nominating and Governance Committee. Our Nominating and Governance Committee is responsible for developing and recommending criteria
for selecting new directors, overseeing evaluations of the Board of Directors, its members and committees of the Board of Directors, environmental, social and
governance matters and handling other issues that are specifically delegated to the Nominating and Governance Committee by the Board of Directors from time to
time. Our charter documents require that there be at least one independent member of the Nominating and Governance Committee until the first shareholders’
meeting to elect directors after such time as the Class A shares are entitled to full voting rights. Carlos Alberto Motta, Alvaro Heilbron, and José Castañeda are the
members of our Nominating and Governance Committee, and Carlos Alberto Motta is the Chairman of the Nominating and Governance Committee.
Independent Directors Committee. Our Independent Directors Committee is created by our Articles of Incorporation and consists of any directors
that the Board of Directors determines from time to time meet the independence requirements of the NYSE rules applicable to audit committee members of
foreign private issuers. Our Articles of Incorporation provide that there will be no fewer than three independent directors at all times, subject to certain exceptions.
Under our Articles of Incorporation, the Independent Directors Committee must approve:
•
•
•
any transactions in excess of $5 million between us and our controlling shareholders;
the designation of certain primary share issuances that will not be included in the calculation of the percentage ownership pertaining to the
Class B shares for purposes of determining whether the Class A shares should be converted to voting shares under our Articles of
Incorporation; and
the issuance of additional Class B shares or Class C shares to ensure Copa Airlines’ compliance with aviation laws and regulations.
The Independent Directors Committee shall also have any other powers expressly delegated by the Board of Directors. Under the Articles of
Incorporation, these powers can only be changed by the Board of Directors acting as a whole upon the written recommendation of the Independent
Directors Committee. The Independent Directors Committee will only meet regularly until the first shareholders’ meeting at which the Class A shareholders
will be entitled to vote for the election of directors and afterwards at any time that Class C shares are outstanding. All decisions of the Independent Directors
Committee shall be made by a majority of the members of the committee. See “Item 10B. Memorandum and Articles of Association—Description of
Capital Stock”.
Mrs. Julianne Canavaggio, Messrs. José Castañeda, Josh Connor, and Carlos Mario Giraldo are independent non-executive directors under the
applicable rules of the New York Stock Exchange, are the current members of the committee.
D. Employees
We believe that our growth potential and the achievement of our results-oriented corporate goals are directly linked to our ability to attract, motivate
and maintain the best professionals available in the airline business. In order to help retain our employees, we encourage open communication channels between
our employees and management. Our CEO meets quarterly with all of our Copa employees in Panama in town hall-style meetings during which he explains the
Company’s performance and encourages feedback from attendees. A similar presentation is made by our senior executives at each of our foreign stations. Our
compensation strategy reinforces our determination to retain talented and highly motivated employees and is designed to align the interests of our employees with
our shareholders through profit-sharing.
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Approximately 85.6% of the Company’s employees are located in Panama, while the remaining 14.4% are distributed among our foreign stations.
Copa’s employees can be categorized as follows:
December 31,
Pilots
Flight attendants
Mechanics
Customer service agents, reservation agents, ramp and others
Management and clerical
Total employees
2023
2022
2021
1,422
2,368
679
1,011
2,145
7,625
1,230
2,344
610
1,022
2,059
7,265
1,040
1,822
477
913
1,875
6,127
Our profit-sharing program reflects our belief that our employees will remain dedicated to our success if they have a stake in that success. We
identify key performance drivers within each employee’s control as part of our annual objectives plan, or “Path to Success”. Typically, we pay bonuses in the first
quarter of the year based on our performance during the preceding calendar year. For members of management, 75% of the bonus amount is based on our
performance as a whole and 25% is based on the achievement of individual goals. Bonuses for non-management employees are based on the Company’s
performance and payment is typically a multiple of the employee’s weekly salary. The bonus payments are approved by our compensation committee. We
typically make accruals each month for the expected annual bonuses, which are reconciled to actual payments at their dispersal within the first half of the
following year.
We provide training for all of our employees, including technical training for our pilots, dispatchers, flight attendants and other technical staff. In
addition, we provide recurrent customer service training to frontline staff, as well as leadership training for managers. We currently have three flight simulators at
our training facility in Panama’s City of Knowledge. In 2006, we leased a Level B flight simulator for Boeing 737-Next Generation training that served 80% of
our initial training, transition and upgrade training, and 100% of our recurrent training needs relating to that aircraft. During 2007, we upgraded this simulator to
Level C to provide 100% of our initial training. In 2011, Copa bought a second 737-Next Generation Full Flight Simulator, or “FFS”, Level D. The Level D
qualification is the highest certification provided by the Federal Aviation Administration (FAA) to any Flight Training Device. Another important acquisition in
2011 was the second B737 Virtual Procedure Trainer (VPT), which complements the new FFS training. In October 2012, the lease on our first B737 Next
Generation simulator expired and we bought a new FFTX technology training device accompanied by a new Virtual Procedure Trainer (VPT). In 2015, Copa
bought a new Boeing 737-800 Full Flight Simulator (FFS-X) compliant with regulatory Qualification Level D, and two new B737-800 Cockpit Procedure
Trainers (CPTs) compliant with regulatory Qualification FTD Level 4 to provide 100% of our initial, recurrent, transition and upgrade training needs. We bought a
new Boeing 737 MAX Full Flight Simulator compliant with regulatory qualification Level D to provide 100% of our training needs which is available for use
since May of 2019, which underwent an important upgrade with the Boeing 737 MAX-9 data package software in November 2021 to resemble our fleet.
Approximately 64.2% of the Company’s 7,625 employees are unionized. Our employees currently belong to nine union organizations; five covering
employees in Panama and four covering employees in Colombia, in addition to union organizations in other countries to which we fly. Copa Airlines has
traditionally had good relations with its employees and all the unions and expects to continue to enjoy good relations with its employees and the unions in the
future.
The five unions covering employees in Panama include: the pilots’ union (UNPAC), the flight attendants’ union (SIPANAB), the mechanics’ union
(SITECMAP), the industry union (SIELAS), which represents ground personnel, messengers, drivers, passenger service agents, counter agents and other non-
executive administrative staff, and other industry union named UGETRACAS which represents ground personnel and flight attendants.
We entered into collective bargaining agreements with the flight attendants’ union in March 2023, the pilot’s union in February 2023, the
mechanics’ union in May 2022 and the industry union in March 2022. Collective bargaining agreements in Panama typically have four-year terms.
The four unions covering employees in Colombia are: the pilots’ union (ACDAC), the flight attendants’ union (ACAV), the industry union in
Colombia (SITRANAC) and the mechanics’ union (ACMA).
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We entered into collective bargaining with ACDAC and ACAV in January 2018. ACDAC has not yet resolved and intends to enter into a new
collective bargaining in 2024. ACAV ended with a new arbitration collective document for two years that expired in September 2020. This arbitration was
automatically extended until March 2024. Additionally, SINTRATAC and AeroRepública entered into collective bargaining agreement in September 2022 for
terms of four years until August 2026. Negotiations with ACMA were resolved by arbitration on December 31, 2015, extending the validation every 6 months
from this date, until June, 2024. ACMA has not presented a new bill of petition.
Typically, collective bargaining agreements in Colombia have terms of two to three years. Although AeroRepública usually settles many of its
collective bargaining agreement negotiations through arbitration proceedings, it has traditionally experienced good relations with its unions.
In addition to the unions in Panama and Colombia, the Company’s employees in Brazil are covered by industry union agreements that cover all
airline industry employees in the country and airport employees in Argentina are affiliated with an industry union (UPADEP).
E. Share Ownership
The members of our Board of Directors and our executive officers as a group own less than one percent of our Class A shares. See “Item 7A. Major
Shareholders”.
For a description of stock options granted to our Board of Directors and our executive officers, see “—Compensation—Incentive Compensation
Program”.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information relating to the beneficial ownership of our Class A shares as of December 31, 2023 by each person known
to us to beneficially own 5% or more of our common shares and all our directors and officers as a group.
Class A shares are limited voting shares entitled only to vote in certain specified circumstances. See “Item 10B. Additional Information – Memorandum and
Articles of Association – Description of Capital Stock”.
Class A Shares
Beneficially Owned
(2)
CIASA
Executive officers and directors as a group (21 persons)
Others
Total
Based on a total of 31,101,689 Class A shares outstanding.
CIASA owns 100% of the Class B shares of Copa Holdings representing 26.0% of our total capital stock.
(1)
(2)
Shares
115,000
214,872
30,771,817
31,101,689
In June 2006, Continental reduced its ownership of our total capital stock from 27.3% to 10.0%. In May 2008, Continental sold down its remaining
shares in the public market.
CIASA currently owns 100% of the Class B shares of Copa Holdings, representing 100% of the voting power of our capital stock. CIASA is
controlled by a group of Panamanian investors representing several prominent families in Panama. This group of investors has historically acted together in a
variety of business activities both in Panama and elsewhere in Latin America, including banking, insurance, real estate, telecommunications, international trade
and commerce and wholesale. Members of the Motta, Heilbron and Arias families, and their affiliated companies, including our Chief Executive Officer, Pedro
Heilbron, and several of our directors beneficially own approximately 83.7% of CIASA’s shares, as of January 31, 2024. Such individual shareholders of CIASA
have entered into a shareholders’ agreement that restricts transfers of CIASA shares to non-Panamanian nationals. Stanley Motta exercises effective control of
CIASA.
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In March 2010, CIASA converted a portion of its Class B shares into 1.6 million non-voting New York Stock Exchange-listed Class A shares and
sold such Class A shares in an SEC-registered public offering. As a result, CIASA’s ownership decreased from 29.2% to 25.1% of our capital stock. CIASA’s
current ownership is 26.0% of our capital stock. In the event CIASA seeks to reduce its ownership below 10% of our total share capital, our independent directors
may decide to issue special voting shares solely to Panamanian nationals to maintain the ownership requirements mandated by the Panamanian Aviation Act.
The address of CIASA is Corporación de Inversiones Aéreas, S.A., c/o Copa Holdings, S.A., Boulevard Costa del Este, Avenida Principal y Avenida
de la Rotonda, Urbanización Costa del Este, Complejo Business Park, Torre Oeste, Parque Lefevre, Panama City, Panama.
It is not practicable for us to determine the number of Class A shares beneficially owned in the United States. As of January 31, 2024, we had 159
registered record holders of our Class A shares.
B. Related Party Transactions
Registration Rights Agreement
Under the registration rights agreement, as amended by the supplemental agreement, CIASA continues to have the right to make one demand on us
with respect to the registration and sale of our common stock held by them. The registration expenses incurred in connection with a demand registration requested
after the date hereof, which expenses exclude underwriting discounts and commissions, will be paid ratably by each security holder participating in such offering
in proportion to the number of their shares that are included in the offering.
Agreements with our controlling shareholders and their affiliates
Our directors and controlling shareholders have many other commercial interests within Panama and throughout Latin America. We have
commercial relationships with several of these affiliated parties from which we purchase goods or services, as described below. In each case we believe our
transactions with these affiliated parties are consistent with market rates and terms. We rely on information and other aviation technology systems to operate our
businesses and any failure or disruption of these systems may have an impact on our operational and financial results.
Banco General, S.A.
We have a strong commercial banking relationship with Banco General, S.A., a Panamanian bank partially owned by our controlling shareholders.
We maintain general lines of credit and time deposit accounts with Banco General. Interest received from Banco General amounted to $2.4 million, $0.8 million
and $1.5 million in 2023, 2022, or 2021, respectively. There have not been any material interest payments for the last three years. There was no outstanding debt
balance at December 31, 2023, 2022, or 2021.
Some members of the Company’s Board of Directors are also board members of BG Financial Group, which is the controlling company of Banco
General. Likewise, Banco General, S. A. owns ProFuturo Administradora de Fondos de Pensión y Cesantía S.A., which manages the Company’s reserves for
pension purposes.
ASSA Compañía de Seguros, S.A.
Panamanian law requires us to maintain our insurance policies through a local insurance company. We have contracted with ASSA, an insurance
company that provide substantially all of the Company’s insurance policies. While the Company’s controlling shareholders do not hold a controlling equity
interest in ASSA Compañía de Seguros, S. A., various members of the Company’s Board of Directors are also board members of ASSA Compañía de Seguros, S.
A. ASSA has, in turn, reinsured almost all of the risks under those policies with insurance companies around the world. The payments to ASSA totaled $12.1
million in 2023, $10.2 million in 2022 and $9.7 million in 2021.
Desarollo Inmobiliario del Este, S.A.
During January 2006, we moved into headquarters located six miles away from Tocumen International Airport. We lease four floors consisting of
approximately 105,981 square feet of the building from Desarollo Inmobiliario Del Este, S.A., an entity controlled by the same group of investors that controls
CIASA. Payments to Desarrollo Inmobiliario Del Este, S.A. totaled $3.6 million, $3.0 million and $3.4 million in 2023, 2022 and 2021, respectively.
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Galindo, Arias & Lopez
Most of our legal work is carried out by the law firm Galindo, Arias & Lopez. Certain partners of Galindo, Arias & Lopez, are indirect shareholders
of CIASA. Payments to Galindo, Arias & Lopez totaled $0.4 million, $0.5 million and $0.2 million in 2023, 2022 and 2021, respectively.
Panama Air Cargo Terminal
Provides cargo and courier services in Panama, an entity controlled by the same group of investors that controls CIASA. Payments to Panama Air
Cargo Terminal totaled $3.9 million in 2023, $4.1 million in 2022 and $3.2 million in 2021.
GBM International, Inc.
Provides systems integration and computer services, as well as technical services and enterprise management. A member of the Company’s Board of
Directors is shareholder of GBM International, Inc. Payments to GBM International, Inc. totaled $0.1 million, $0.1 million and $0.1 million in 2023, 2022, 2021,
respectively.
Other Transactions
We also purchase most of the alcohol and some of the other beverages served on our aircraft from Motta Internacional, S.A. and Global Brands,
S.A., both of which are controlled by our controlling shareholders. We do not have any formal contracts for these purchases but pay wholesale prices based on
price lists periodically submitted by those importers and comparisons to other options in the marketplace. We paid these entities approximately $1.1 million in
2023, $0.9 million in 2022 and $0.1 million in 2021.
C. Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See “Item 3A. Key Information—Selected Financial Data” and “Item 18. Financial Statements.”
Legal Proceedings
In the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. While
legal proceedings are inherently uncertain, we believe that the outcome of the proceedings to which we are currently a party is not likely to have a material
adverse effect on our financial position, results of operations and cash flows.
Dividends and Dividend Policy
The payment of dividends on our shares is subject to the discretion of our Board of Directors. Under Panamanian law, we may pay dividends only
out of retained earnings and capital surplus. So long as we do not default on our payments under our loan agreements, there are no covenants or other restrictions
on our ability to declare and pay dividends. Our Articles of Incorporation provide that all dividends declared by our Board of Directors will be paid equally with
respect to all of the Class A and Class B shares. See “Item 10B. Additional Information—Memorandum and Articles of Association—Description of Capital
Stock—Dividends”.
In February 2016, the Board of Directors approved a change to the dividend policy to limit aggregate annual dividends to an amount equal to 40% of the prior
year’s annual consolidated adjusted net income, to be distributed in equal quarterly installments subject to board ratification each quarter. Our Board of Directors
may, in its sole discretion and for any reason, amend or discontinue the dividend policy. Our Board of Directors may change the level of dividends provided for in
this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our common stock, if any, will depend on, among
other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and
other factors that our Board of Directors may deem relevant.
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During the first quarter of 2020, the Company paid dividends in the amount of $0.80 per share. Given the uncertainty related to the COVID-19 pandemic,
including the effect on future air travel demand, on April 26, 2020 the Board of Directors postponed dividend payments for the remaining quarters of 2020, until
December 31, 2022.
On February 7, 2024, the Board of Directors of Copa Holdings approved a 2024 dividend of $1.61 cents per share per quarter, corresponding to 40% of the
adjusted consolidated net income of 2023. Proposed dividends are subject to board ratification each quarter, and are not recognized as a liability as at
December 31, 2023.
Payment Date
Total Dividend Payment
(U.S. Dollars)
Cash Dividend per
Share
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
35 million
35 million
32 million
32 million
34 million
28 million
28 million
28 million
28 million
37 million
37 million
37 million
37 million
32 million
32 million
22 million
22 million
22 million
22 million
21 million
21 million
0.82
0.82
0.82
0.82
0.80
0.65
0.65
0.65
0.65
0.87
0.87
0.87
0.87
0.75
0.75
0.51
0.51
0.51
0.51
0.51
0.51
Dividend for
Fiscal
Year:
2023
2023
2023
2023
2020
2019
2019
2019
2019
2018
2018
2018
2018
2017
2017
2017
2017
2016
2016
2016
2016
December 14, 2023
October 13, 2023
June 15, 2023
April 20, 2023
March 13, 2020
December 13, 2019
September 13, 2019
June 14, 2019
March 15, 2019
December 14, 2018
September 14, 2018
June 15, 2018
March 15, 2018
December 15, 2017
September 12, 2017
June 15, 2017
March 13, 2017
December 15, 2016
September 13, 2016
June 16, 2016
March 16, 2016
B. Significant Changes
None.
Item 9. The Offer and Listing
A. Offer and Listing Details
Our Class A shares have been listed on the New York Stock Exchange, or NYSE, under the symbol “CPA” since December 14, 2005.
B. Plan of Distribution
Not applicable.
C. Markets
Our Class A shares have been listed on the NYSE under the symbol “CPA” since December 14, 2005. Our Class B shares are not listed on any
exchange and are not publicly traded. We are subject to the NYSE corporate governance listing standards. The NYSE requires that corporations with shares listed
on the exchange comply with certain corporate governance standards. As a foreign private issuer, we are only required to comply with certain NYSE rules relating
to audit committees and periodic certifications to the NYSE. The NYSE also requires that we provide a summary
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of the significant differences between our corporate governance practices and those that would apply to a U.S. domestic issuer. Please refer to “Item 16 G.
Corporate Governance” for a summary of the significant differences between our corporate governance practices and those that would typically apply to a U.S.
domestic issuer under the NYSE corporate governance rules.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Copa Holdings was formed on May 6, 1998 as a corporation (sociedad anónima) duly incorporated under the laws of Panama with an indefinite
duration. The Registrant is registered under Public Document No. 3.989 of May 5, 1998 of the Notary Number Eight of the Circuit of Panama and recorded in the
Public Registry Office, Microfilm (Mercantile) Section, Microjacket 344962, Film Roll 59672, Frame 0023.
Objects and Purposes
Copa Holdings is principally engaged in the investment in airlines and aviation-related companies and ventures, although our Articles of
Incorporation grant us general powers to engage in any other lawful business, whether or not related to any of the specific purposes set forth in the Articles of
Incorporation (See Article 2 of the Company’s Articles of Incorporation).
Common Stock
Our authorized capital stock consists of 80 million shares of common stock without par value, divided into Class A shares, Class B shares and Class
C shares. As of December 31, 2023, we had 34,110,338 Class A shares issued and 31,101,689 Class A shares outstanding; 10,938,125 Class B shares issued and
outstanding, and no Class C shares outstanding. Class A and Class B shares have the same economic rights and privileges, including the right to receive
dividends, except as described in this section.
For a description of our common stock, see Exhibit 2.1 to this annual report.
C. Material Contracts
Engine Services Agreements between GE Engine Services, LLC and Copa Holdings, S.A.
Regarding engine maintenance, Copa currently has two Rate per Engine Flight Hour Services Agreements and one “Time and Material” Service
Agreement with GE Engine Services, LLC, (“GE”) pursuant to which GE shall be the exclusive provider of maintenance, repair and overhaul services to our
CFM-56 and CFM LEAP 1-B aircraft engines. Under the Rate per Engine Flight Hour Service Agreements, the maintenance services are performed at a certain
rate per engine flight hour incurred by our engines. These rates were set based on our predicted operating parameters and will be adjusted in case of variation of
those parameters. Unless terminated, the agreement with respect to the CFM-56 engines will continue through September 30, 2028, while the agreement with
respect to the LEAP-1B engines will be valid for at least 12 years for each individual engine and terminates once each engine has gone through two performance
restoration shop visits. Under the aforementioned “Time and Material” Service Agreement, GE will perform maintenance services on 60 CFM56 engines of our
fleet until the agreement expires on October 15, 2027. The services consist of defined scopes of work, each with a set maximum cost and specific repair services
included. Pursuant to all of these agreements, either party
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may terminate the agreement in the event of insolvency of the other party or upon a material breach by the other party which remains uncured. Any material
breach of this agreement by us could, at the option of GE, trigger a cross-default of all our other contracts. GE may also terminate this agreement if the number of
engines covered decreases below the prescribed minimum. Upon early termination of the agreement for any reason, we shall pay GE for all services or work
performed up to the time of such termination by means of reconciliation.
MAX Aircraft purchase Agreement between the Boeing Company and Copa Airlines.
In April 2015, Copa finalized negotiations with the Boeing Company for the purchase of 737 MAX airplanes. These negotiations started in 2013,
and the agreement has been amended several times since then, most recently in January 2024.
D. Exchange Controls
There are currently no Panamanian restrictions on the export or import of capital, including foreign exchange controls, and no restrictions on the payment of
dividends or interest, nor are there limitations on the rights.
E. Taxation
United States
The following summary describes the material United States federal income tax consequences of the ownership and disposition of our Class A
shares as of the date hereof. The discussion set forth below is applicable to United States Holders (as defined below) that beneficially own our Class A shares as
capital assets for United States federal income tax purposes (generally, property held for investment). This summary does not represent a detailed description of
the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws,
including if you are:
•
•
•
•
•
•
•
•
•
•
•
•
•
a bank;
a dealer in securities or currencies;
a financial institution;
a regulated investment company;
a real estate investment trust;
an insurance company;
a tax-exempt organization;
a person holding our Class A shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
a trader in securities that has elected the mark-to-market method of accounting for your securities;
a person liable for alternative minimum tax;
a person who owns 10% or more of our stock (by vote or value);
a partnership or other pass-through entity (or investor therein) for United States federal income tax purposes; or
a person whose “functional currency” is not the United States dollar.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and
judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax
consequences different from those discussed below.
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If you are considering the purchase, ownership or disposition of our Class A shares, you should consult your own tax advisors concerning the United
States federal income tax consequences to you in light of your particular situation as well as any consequences arising under state or local law or under
the laws of any other taxing jurisdiction.
As used herein, “United States Holder” means a beneficial owner of our Class A shares that is for United States federal income tax purposes:
•
•
•
•
an individual citizen or resident of the United States;
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to United States federal income taxation regardless of its source; or
a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have
the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States
Treasury regulations to be treated as a United States person.
If a partnership holds our Class A shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of
the partnership. An investor who is a partner of a partnership holding our Class A shares should consult its own tax advisor.
Taxation of Dividends
Distributions on the Class A shares (including amounts withheld to reflect Panamanian withholding taxes, if any) will be taxable as dividends to the
extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including
withheld taxes) will be includable in your gross income as foreign-source ordinary income on the day actually or constructively received by you. Such dividends
will not be eligible for the dividends received deduction allowed to corporations. Because we do not intend to keep earnings and profits in accordance with United
States federal income tax principles, you should expect that distributions on the Class A shares will generally be treated as dividends.
With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates
of taxation. A foreign corporation generally is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are
readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our Class A shares, which are
listed on the NYSE, are currently readily tradable on an established securities market in the United States. There can be no assurance, however, that our Class A
shares will be considered readily tradable on an established securities market at a later date. Non-corporate United States Holders that do not meet a minimum
holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to
Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate
reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or
related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application
of these rules to your particular circumstances.
Subject to certain conditions and limitations, Panamanian withholding taxes on dividends may be treated as foreign taxes eligible for credit against
your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the Class A shares generally will be treated as
income from sources outside the United States and will generally constitute passive income. Further, in certain circumstances, if you:
•
•
have held Class A shares for less than a specified minimum period during which you are not protected from risk of loss, or
are obligated to make related to the payments with respect to positions in substantially similar or related property,
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You will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on the Class A shares, if any. The rules governing the
foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.
Passive Foreign Investment Company
We do not believe that we were a passive foreign investment company (a “PFIC”) for United States federal income tax purposes for 2023, and we
expect to operate in such a manner so as not to become a PFIC in 2024 or the foreseeable future. However, the determination whether we are a PFIC must be
made annually based on the facts and circumstances at that time, some of which may be beyond our control, such as our market capitalization and the valuation of
our assets, including goodwill and other intangible assets, and the nature and sources of our income. If, contrary to our expectations, we are or become a PFIC,
you could be subject to additional United States federal income taxes on gain recognized with respect to the Class A shares and on certain distributions, plus an
interest charge on certain taxes treated as having been deferred under the PFIC rules. Further, non-corporate United States Holders will not be eligible for reduced
rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or the preceding taxable year.
Taxation of Disposition of Shares
For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of a Class A share in an amount
equal to the difference between the amount realized for the Class A share and your tax basis in the Class A share. Such gain or loss will generally be capital gain
or loss. Capital gains of individuals derived with respect to capital assets held for more than one year generally are eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our Class A shares and the proceeds from the sale, exchange or redemption of
our Class A shares that are paid to you within the United States (and in certain cases, outside the United States), unless you establish that you are an exempt
recipient such as a corporation. A backup withholding tax may apply to such payments unless you provide an accurate taxpayer identification number and make
any other required certification or otherwise establish an exemption.
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax
liability provided the required information is timely furnished to the Internal Revenue Service.
Panama
The following is a discussion of the material Panamanian tax considerations to holders of Class A shares under Panamanian tax law and is based
upon the tax laws and regulations in force and effect as of the date hereof, which may be subject to change. This discussion, to the extent it states matters of
Panamanian tax law or legal conclusions and subject to the qualifications herein, represents the opinion of Galindo, Arias & Lopez, our Panamanian counsel.
Taxation of Dividends
Dividends paid by a corporation duly licensed to do business in Panama, whether in the form of cash, stock or other property, are subject to a 10%
withholding tax on the portion attributable to Panamanian sourced income, and a 5% withholding tax on the portion attributable to foreign sourced income.
Dividends paid by a holding company which correspond to dividends received from its subsidiaries for which the dividend tax was previously paid, are not
subject to any further withholding tax under Panamanian law.
Therefore, distributions on the Class A shares would not be subject to withholding tax to the extent that said distributions are attributable to
dividends received from any of our subsidiaries for which the dividend tax was previously paid.
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Taxation of Capital Gains
As long as the Class A shares are registered with the SMV and are sold through an organized market, Panamanian taxes on capital gains will not
apply either to Panamanians or other countries’ nationals. We have registered the Class A shares, with both the NYSE and the SMV.
Other Panamanian Taxes
There are no estate, gift or other taxes imposed by the Panamanian government that would affect a holder of the Class A shares, whether such holder
were Panamanian or a national of another country.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, which is also known as the Exchange Act.
Accordingly, we are required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You
may inspect and copy reports and other information to be filed with the Commission at the Public Reference Room of the Commission at 100 F Street, N.W.,
Washington D.C. 20549, and copies of the materials may be obtained there at prescribed rates. The public may obtain information on the operation of the
Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains a website at
www.sec.gov, from which you can electronically access the registration statement and its materials.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For
example, we are not required to prepare and issue quarterly reports. In 2016, the SEC approved a new rule and the NYSE published a new requirement for foreign
private issuers to submit interim financials as of the end of and for the first two quarters of its fiscal year if they do not already furnish interim financials at least
semi-annually. This new requirement will not affect us because we furnish our shareholders with annual reports containing financial statements audited by our
independent auditors and make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each fiscal year.
We furnish such quarterly reports with the SEC within two months of each quarter of our fiscal year, and we file annual reports on Form 20-F within the time
period required by the SEC, which is currently four months from December 31, the end of our fiscal year.
I.
Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
The risks inherent in our business are the potential losses arising from adverse changes to the price of fuel, interest rates and the U.S. dollar
exchange rate. Please also refer to note 28 of our financial statements.
Aircraft Fuel. Our results of operations are affected by changes in the price and availability of aircraft fuel. The Company has not entered into new
fuel hedge contracts and has adopted a strategy of remaining unhedged, while regularly reviewing its policies based on market conditions and other factors. As of
December 31, 2023, the Company did not have any outstanding fuel hedge contracts. Fuel price risk is estimated as a hypothetical 10% increase in the
December 31, 2023 cost per gallon of fuel. Based on projected 2024 fuel consumption, such an increase would result in an increase to aircraft fuel expense of
approximately $89.1 million in 2024. There are no hedged contracts for 2023. Additionally, global geopolitical events, such as the conflict between Russia and
Ukraine beginning in February 2022, have led to an increase in fuel costs which negatively impact our business operations. Due to the evolving nature of such
events, we are unable to predict the extent of the impact on our business.
Interest. Our earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate debt
instruments and operating leases and on interest income generated from our cash
65
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and investment balances. If the interest rate average is 100 basis points more in 2024 than in 2023, the variable-rate debt interest expense would increase by
approximately $4.2 million and the estimated fair value of the fixed-rate debt would increase by approximately $16.1 million. These amounts are determined by
considering the impact of the hypothetical interest rates on the variable-rate debt and marketable securities equivalent balances at December 31, 2023.
Foreign Currencies. The majority of our obligations are denominated in U.S. dollars. Since Panama uses the U.S. dollar as legal tender, the majority
of our operating expenses are also denominated in U.S. dollars, approximately 64.3% of revenues and 79.2% of expenses are in U.S. dollars. A significant part of
our revenue is denominated in foreign currencies, including the Colombian peso, Brazilian real, Argentinian peso, and Mexican peso, which represented 10.0%,
7.7%, 5.1% and 3.5% of our revenue in 2023, respectively.
On January 1, 2015, given the change in its business strategy focused on international markets, AeroRepública concluded that the most appropriate
functional currency of the Company would be U.S. dollars. This reflects the fact that the majority of the airline’s business is influenced by pricing in international
markets, with a dollar economic environment. In the same way, the major operating expenses such as fuel, leasing, airport services and sales commissions are
dollarized. Until December 31, 2014, the previous functional currency of the Company was the Colombian peso.
The following chart summarizes the Company’s exchange risk exposure (assets and liabilities denominated in foreign currency) at December 31,
2023
2022
$
$
$
$
15,858 $
108,767
25,707
150,332 $
53,393
38,157
16,543
108,093 $
42,239 $
13,546
48,900
20,605
83,051
16,969
38,303
13,465
68,737
14,314
2023 and 2022:
Assets
Cash and cash equivalents
Accounts receivable, net
Other assets
Total assets
Liabilities
Accounts payable
Taxes payable
Other liabilities
Total liabilities
Net position
Item 12. Description of Securities Other than Equity Securities
Not applicable.
A.
Debt securities
Not applicable.
B.
Warrants and rights
Not applicable.
C.
Other securities
Not applicable.
D.
American depositary shares
Not applicable.
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Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
PART II
None.
Item 15. Controls and Procedures
A.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We
carried out an evaluation under the supervision of our Management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of December 31, 2023. There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
B.
Management’s Annual Report on Internal Control over Financial Reporting
The management of Copa Holdings, S.A. or the “Company”, is responsible for establishing and maintaining effective internal control over financial
reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide
reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –
Integrated Framework (2013).
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that
our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.
Based on this assessment, management believes that, as of December 31, 2023, the Company’s internal control over financial reporting is effective
based on those criteria.
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Table of Contents
C.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of our internal controls over financial reporting as of December 31, 2023 has been audited by Ernst & Young, the independent
registered public accounting firm who also audited the Company’s consolidated financial statements. Ernst & Young’s attestation report of the effectiveness of the
Company’s internal control over financial reporting is included herein.
D.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during 2023 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Copa Holdings, S.A. and subsidiaries
Opinion on Internal Control Over Financial Reporting
We have audited Copa Holdings, S.A. and subsidiaries internal control over financial reporting as of December 31, 2023, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Copa Holdings, S.A. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated
financial statements of the Company, and our report dated April 29, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with International Financial Reporting Standards, as issued by the International
Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, as issued by
the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Ernst & Young Limited Corp.
A member practice of Ernst & Young Global Limited
/s/ Ernst & Young Limited Corp.
Panama City, Republic of Panama
April 29, 2024
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Item 16. Reserved
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that Messrs. Jose Castañeda, Josh Connor and Mrs. Julianne Canavaggio qualify as an “audit committee
financial experts” as defined by current SEC rules and meet the independence requirements of the SEC and the NYSE listing standards. For a discussion of the
role of our audit committee, see “Item 6C. Board Practices—Audit Committee”.
Item 16B. Code of Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our directors, officers, employees and consultants. The
Code of Business Conduct and Ethics can be found at www.copaair.com under the heading “Investor Relations—Corporate Governance”. Information found on
this website is not incorporated by reference into this document.
Item 16C. Principal Accountant Fees and Services
The following table sets forth by category of service the total fees for services performed by our independent registered public accounting firm Ernst
& Young Limited Corp (PCAOB ID No. 1415) and its affiliates during the fiscal years ended December 31, 2023, 2022 and 2021:
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Total
Audit Fees
2023
2022
2021
$
$
$
913,853 $
—
—
— $
913,853 $
948,700 $
—
—
— $
948,700 $
695,934
—
—
—
695,934
Audit fees for 2023, 2022 and 2021 included the audit of our annual financial statements and internal controls.
Audit-Related Fees
There were no audit-related fees for 2023, 2022 or 2021.
Tax Fees
There were no tax fees for 2023, 2022 or 2021.
All Other Fees
Other fees for 2023 and 2022 include amounts paid for permitted consulting services performed by Ernst & Young and pre-approved by our audit
committee.
Pre-Approval Policies and Procedures
Our audit committee approves all audit, audit-related, tax and other services provided by Ernst & Young. Any services provided by Ernst & Young
that are not specifically included within the scope of the audit must be pre-approved by the audit committee in advance of any engagement. Pursuant to Rule 201
of Regulation S-X, audit committees are permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimis
exception prior to the completion of an audit engagement. In 2023, none of the fees paid to Ernst & Young were approved pursuant to the de minimis exception.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
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Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
In November, 2014, the Board of Directors of the Company approved a $250.0 million share repurchase program. Subsequently, during the second
quarter of 2022, the Board approved the expansion of the current shares repurchase program by $200.0 million.
In October 2023, the Company completed its previously disclosed Share Repurchase Program and on November 15, 2023, the Board of Directors of
the Company approved a new $200.0 million Share Repurchase Program.
Purchases can be made from time to time, subject to market and economic conditions, applicable legal requirements, and other relevant factors.
The following table provides a summary for the Company’s share repurchase program as of December 31, 2023:
Period
Program 2014
December 2014
January 2015
February 2015
ASR 2015
September 2015
December 2015
Program 2021
July 2021
November 2021
December 2021
Program 2022
March 2022
May 2022
June 2022
July 2022
September 2022
Program 2023
March 2023
June 2023
August 2023
September 2023
October 2023
Total
Total number of
shares purchased
Average price paid
per share
Total number of
shares purchased as
part of publicly
announced program
Maximum num
shares that may
be purchased u
the program
182,592 $
139,196 $
28,454 $
500,000
1,460,250
1,474 $
54,998 $
502,553 $
401,950 $
651,992 $
1,224,868 $
279,007 $
14,100 $
141,714 $
26,800 $
422,062 $
495,027 $
55,713 $
6,582,750
101.84
104.13
109.65
64.88
70.68
72.67
70.09
69.87
61.73
62.26
65.99
88.53
108.72
97.60
89.95
85.28
182,592
321,788
350,242
850,242
2,310,492
2,311,966
2,366,964
2,869,517
3,271,467
3,923,459
5,148,327
5,427,334
5,441,434
5,583,148
5,609,948
6,032,010
6,527,037
6,582,750
2,27
2,08
1,95
1,37
1,32
88
2,94
2,39
1,48
1,27
1,26
2,75
2,72
2,34
1,92
1,87
(1)
Calculated based on the last share price for the end of the year
As of December 31, 2023, the Company had $199.5 million remaining to purchase shares under its share repurchase program.
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Item 16F. Changes in Registrant’s Certifying Accountant
None.
Item 16G. Corporate Governance
Companies that are registered in Panama are required to disclose whether or not they comply with certain corporate governance guidelines and
principles that are recommended by the Superintendence of the Securities Market (Superintendencia del Mercado de Valores, or SMV). Statements below
referring to Panamanian governance standards reflect these voluntary guidelines set by the SMV rather than legal requirements or standard national practices. Our
Class A shares are registered with the SMV, and we comply with the SMV’s disclosure requirements.
NYSE Standards
Our Corporate Governance Practice
Director Independence.
Majority of board of directors must be independent. §303A.01
Executive Sessions. Non-management directors must meet regularly in
executive sessions without management.
Independent directors should meet alone in an executive session at least once a
year. §303A.03
Nominating/Corporate Governance
Committee. Nominating/corporate governance committee of independent
directors is required. The committee must have a charter specifying the
purpose, duties and evaluation procedures of the committee. §303A.04
Compensation Committee. Compensation committee of independent directors
is required, which must approve or make a recommendation to the board
regarding executive officer compensation. The committee must have a charter
specifying the purpose, duties and evaluation procedures of the committee.
§303A.05
Panamanian corporate governance standards recommend that one in every five
directors should be an independent director. The criteria for determining
independence under the Panamanian corporate governance standards differs
from the NYSE rules. In Panama, a director would be considered independent
as long as the director does not directly or indirectly own 5% or more of the
issued and outstanding voting shares of the Company, is not involved in the
daily management of the Company and is not a spouse or related to the second
degree by blood or marriage to the persons named above.
Our Articles of Incorporation require us to have three independent directors as
defined under the NYSE rules.
There are no mandatory requirements under Panamanian law that a company
should hold, and we currently do not hold, such executive sessions.
Panamanian corporate governance standards recommend
that registered
companies have a nominating committee composed of three members of the
board of directors, at least one of which should be an independent director, plus
the chief executive officer and the chief financial officer. In Panama, the
majority of public corporations do not have a nominating or corporate
governance committee. Our Articles of Incorporation require that we maintain a
Nominating and Corporate Governance Committee with at
least one
independent director until the first shareholders’ meeting to elect directors after
such time as the Class A shares are entitled to full voting rights.
Panamanian corporate governance standards recommend that the compensation
of executives and directors be overseen by the nominating committee but do not
otherwise address the need for a compensation committee.
While we maintain a compensation committee that operates under a charter as
described by the NYSE governance standards, currently only one of the
members of that committee is independent.
Equity Compensation Plans. Equity compensation plans require shareholder
approval, subject to limited exemptions.
Under Panamanian law, shareholder approval is not required for equity
compensation plans.
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Code of Ethics. Corporate governance guidelines and a code of business
conduct and ethics is required, with disclosure of any waiver fordirectors or
executive officers. §303A.10
Panamanian corporate governance standards do not require the adoption of
specific guidelines as contemplated by the NYSE standards, although they do
require that companies disclose differences between their practices and a list of
specified practices recommended by the SMV.
We have not adopted a set of corporate governance guidelines as contemplated
by the NYSE, although we will be required to comply with the disclosure
requirement of the SMV.
Panamanian corporate governance standards recommend
that registered
companies adopt a code of ethics covering such topics as its ethical and moral
principles, how to address conflicts of interest, the appropriate use of resources,
obligations to inform of acts of corruption and mechanism to enforce the
compliance with established rules of conduct.
Item 16H. Mine Safety Disclosure
None.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
Item 16J. Insider Trading Policies
None.
Item 16K. Cybersecurity
We recognize the critical importance of maintaining trust and safeguarding personal information. To achieve this, we have a cybersecurity
governance framework in place, designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification, or
destruction. Our program is based on industry best practices, continuous benchmarking, and advanced security technology. It is managed by an experienced team
of experts who receive regular training. Our cybersecurity program consists of controls designed to identify, protect against, detect, respond to, and recover from
information and cybersecurity incidents.
We have a cybersecurity and information security framework that includes risk assessment and mitigation through a threat intelligence-driven
approach, application controls, and enhanced security with ransomware defense. The framework leverages International Organization for Standardization (ISO)
27001 standards for general information technology controls, the National Institute of Standards and Technology (NIST) Cyber Security Framework for
measuring overall readiness to respond to cyber threats, and Sarbanes-Oxley (SOX) for the assessment of internal controls.
We utilize policies, software, training programs, and hardware solutions that are designed to protect and monitor our environment, including multi-
factor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing, and identity management
systems.
Our Information Security team conducts regular information security awareness training for all employees involved in our systems and processes
that handle customer data and audits of our systems and enhanced training for specialized personnel. We conduct semi-annual cyber awareness training and
tabletop exercises to simulate incidents and practice responses. We use the findings to improve our practices and technologies.
Our corporate IT Security and Risk organization, led by our Chief Information Security Officer (CISO), maintains an incident response plan, which
outlines risk mitigation steps such as identification, triage, containment, eradication, recovery, and lessons learned and provides a framework for handling
cybersecurity incidents based on the severity of the incident and facilitates cross-functional coordination across our business, and has established an enterprise
Security Operations Center to identify cyber incidents in real time and activate an immediate response.
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Table of Contents
We regularly conduct risk assessments to identify threats and vulnerabilities. We then use a qualitative methodology to evaluate the likelihood and
impact of each risk. We identify risks from various sources, including vulnerability scans, penetration tests, vendors’ risk assessments, product and services audits,
internal compliance assessments, and threat-hunting operations. We actively monitor our infrastructure and applications to identify evolving cyber threats, scan for
vulnerabilities, and mitigate risks.
The office of the CISO participates in several cybersecurity information industry groups with third parties to share and gather intelligence,
benchmark best practices, and discuss emerging issues. These groups include the Aviation ISAC (Information Sharing and Analysis Center), the Star Alliance
cybersecurity group, and the IATA cybersecurity group.
We share threat intelligence and collaborate with organizations in various industries to share best practices, fight cybercrime, enhance privacy,
discuss new technologies, understand regulatory changes, and advance our capabilities.
We regularly schedule third-party vulnerability detection and testing for our IT infrastructure. We engage an independent security company to
conduct monthly, annual, and on-demand tests for cyber vulnerabilities.
Our Chief Information Officer and Chief Information Security Officer oversee our dedicated technology risk management and privacy teams, which
work in partnership with our internal audit department to review information about technology-related internal controls with our independent external auditors as
part of the overall internal controls process.
We conduct cybersecurity “tabletop” exercises with respect to breach and other problematic information security scenarios. The facilitator poses
questions to participants and advises how other companies typically respond to similar situations. Participants include key leaders and stakeholders from the
Company, including Finance, Flight Operations, Airports, IT, and others.
Our cybersecurity risk management program includes due diligence of third-party vendors’ information security programs.
With a bi-monthly cadence, the corporate IT Security and Risk organization presents the state of cybersecurity risk and compliance to the corporate
Chief Information Officer (CIO) and top IT management. Compliance with regulatory agencies and with internal policies and processes is included. This meeting
is tracked as an IT governance control.
With a bi-weekly cadence, the office of the CISO sends a status report to the CIO, which is presented in the corporate bi-weekly Executive
Committee meeting that includes the CEO, CFO, COO, CCO (Chief Commercial Officer), Chief Legal Officer, and other executive officers.
With a quarterly cadence, the CISO leads the Information Security Oversight Committee to discuss the progress and status of the corporate
information security program. This meeting includes the Chief Legal Officer and Internal Audit.
With a quarterly cadence, the CIO and the CISO prepare a cybersecurity status report to the Board of Directors and to the Audit Committee of the
Board of Directors. The CIO and CISO present any relevant issues to the Committee and answer questions. The Audit Committee's primary function is to assist
and advise the Board of Directors in fulfilling its oversight responsibilities by reviewing the effectiveness of our internal financial control and risk management
systems, including cybersecurity and privacy risks and our procedures and policies for assessing and managing such risks. The Audit Committee reports on their
interaction with management, their assessment of risk and provides any recommendation related to risk prevention and mitigation.
Finally, our Corporate Business Continuity Plan is activated in the event of a cyber incident that significantly impacts our operations. This Business
Continuity Plan involves the activation of several crisis committees and includes the participation of our CEO. We have cybersecurity insurance and regularly
review our policy and levels of coverage based on current risks.
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Table of Contents
PART III
Item 17. Financial Statements
See “Item 18. Financial Statements”
Item 18. Financial Statements
See our consolidated financial statements beginning on page F-1.
Item 19. Exhibits
2.1 (2019)
Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
3.1**
4.1 (2008)
4.2†
4.3**
4.4†
4.5†
4.6**
4.7**
4.8**
4.9**
4.10**
4.11**
4.12*
4.13**
4.14†
4.15†
4.16†
4.17†
4.18†
4.19†
4.20†
English translation of the Amended Articles of Incorporation (Pacto Social) of the Registrant
Supplemental Agreement dated as of May 13, 2008 by and among Copa Holdings, S.A. Corporation de Inversiones Aereas, S.A. and
Continental Airlines, Inc.
Aircraft Lease Agreement, dated as of March 4, 2004, between International Lease Finance corporation and Compañía Panameña de
Aviación, S.A., Boeing Model 737-700 or 800 Aircraft, Serial No. 32800
Aircraft General Terms Agreement, dated November 25, 1998, between The Boeing Company and Copa Holdings, S.A.
Maintenance Cost per Hour Engine Service Agreement, dated March 5, 2003, between G.E. Engine Services, Inc. and Copa Holdings, S.A.
Form of Amended and Restated Alliance Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A.
Form of Amended and Restated Services Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A.
Form of Second Amended and Restated Shareholders’ Agreement among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A.
and Continental Airlines, Inc.
Form of Guaranteed Loan Agreement
Form of Amended and Restated Registration Rights Agreement among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A. and
Continental Airlines, Inc.
Form of Copa Holdings, S.A. 2005 Stock Incentive Plan
Form of Copa Holdings, S.A. Restricted Stock Award Agreement
Form of Indemnification Agreement with the Registrant’s directors
Form of Amended and Restated Trademark License Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación,
S.A.
Supplemental Agreement No. 11 dated as of August 30, 2006 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 12 dated as of February 26, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 13 dated as of April 23, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 14 dated as of August 31, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 15 dated as of February 21, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 16 dated as of June 30, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A.
Supplemental Agreement No. 17 dated as of December 15, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25,
1998 between the Boeing Company and Copa Holdings, S.A.
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Table of Contents
4.21†
4.22†
4.23†
4.24†
4.25†
4.26†
4.27†
4.28†
8.1
12.1
12.2
13.1
13.2
97.1
101. INS
101. SCH
101. CAL
101. LAB
101. PRE
101. DEF
Supplemental Agreement No. 18 dated as of July 15, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A
Supplemental Agreement No. 19 dated as of August 31, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A
Supplemental Agreement No. 20 dated as of November 19, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25,
1998 between the Boeing Company and Copa Holdings, S.A
Supplemental Agreement No. 21 dated as of May 28, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A
Supplemental Agreement No. 22 dated as of September 24, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25,
1998 between the Boeing Company and Copa Holdings, S.A
Supplemental Agreement No. 23 dated as of October, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998
between the Boeing Company and Copa Holdings, S.A
On Pointsm Solutions Rate per Engine Flight Hour Service Agreement dated as of April 15, 2012 between GE Engine Services, LLC.,
Compañía Panameña de Aviación, S.A., and Lease Management Services, LLC.
Purchase Agreement No. PA-03774 dated June 27, 2012 between The Boeing Company and Copa Holdings S.A. relating to Boeing Model
737 MAX Aircraft.
Subsidiaries of the Registrant
Certification of the Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
Certification of the Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Policy for Recovery of Erroneously Awarded Compensation
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definition Document.
*
**
Previously filed with the SEC as an exhibit and incorporated by reference from our Registration Statement on Form F-1, filed June 15, 2006, File No. 333-
135031.
Previously filed with the SEC as an exhibit and incorporated by reference from our Registration Statement on Form F-1, filed November 28, 2005, as
amended on December 1, 2005 and December 13, 2005, File No. 333-129967.
2008 Previously filed with the SEC as an exhibit and incorporated by reference from our Annual Report on Form 20-F, filed May 6, 2009, File No. 001-
09801609.
2019 Previously filed with the SEC as an exhibit and incorporated by reference from our Annual Report on Form 20-F, filed April 8, 2020, File No. 001- 32696.
†
Certain information from this exhibit has been excluded from this exhibit because it is both not material and is the type the registrant treats as private or
confidential.
77
Table of Contents
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
COPA HOLDINGS, S.A.
By:
/s/ Pedro Heilbron
Name: Pedro Heilbron
Title: Chief Executive Officer
By:
/s/ Jose Montero
Name: Jose Montero
Title: Chief Financial Officer
Dated: April 29, 2024
78
Table of Contents
Consolidated Financial Statements
Copa Holdings, S. A. and Subsidiaries
Year ended December 31, 2023
with Report of the Independent Registered Public Accounting Firm
79
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Contents
Report of the Independent Registered Public Accounting Firm
Consolidated statement of financial position
Consolidated statement of profit or loss
Consolidated statement of comprehensive income (loss)
Consolidated statement of changes in equity
Consolidated statement of cash flows
1.
2.
3.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Corporate information
Basis of preparation
Significant accounting policies
Basis of consolidation
Current versus non-current classification
Foreign currencies
Revenue recognition
Cash and cash equivalents
Financial instruments
Impairment of non - financial assets
Senior convertible notes
Property and equipment
Leases
Intangible assets
Taxes
Provisions
Employee benefits
Significant accounting judgments, estimates and assumptions
Adoption of new and amended standards and interpretations
Standards issued but not yet effective
Revenue from contract with customers
Cash and cash equivalents
Investments
Accounts receivable
Expendable parts and supplies
Prepaid expenses
Property and equipment
Leases
15. Net defined benefit assets (liability)
80
Pages
F-1
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-10
F-10
F-11
F-11
F-12
F-13
F-14
F-18
F-19
F-19
F-20
F-22
F-23
F-25
F-25
F-26
F-29
F-31
F-33
F-34
F-35
F-35
F-36
F-36
F-37
F-46
F-40
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Contents
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
Intangible assets
Other assets
Loans and borrowings
Trade, other payables and financial liabilities
Accrued expenses payable
Other long-term liabilities
Income taxes
Accounts and transactions with related parties
Equity
Share-based payments
Earnings per share
Commitments and contingencies
Financial instruments - Risk management and fair value
28.1
28.2
28.3
28.4
28.5
28.6
Fuel price risk
Market risk
Credit risk
Interest rate and cash flow risk
Liquidity risk
Fair value measurement
29.
Subsequent events
81
F-44
F-45
F-46
F-49
F-49
F-49
F-50
F-52
F-54
F-56
F-57
F-58
F-60
F-60
F-60
F-61
F-63
F-63
F-64
F-65
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Copa Holdings, S.A., and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Copa Holdings, S.A. and subsidiaries (the Company) as of December 31, 2023
and 2022, the related consolidated statements of profit or loss, comprehensive income (loss), changes in equity and cash flows for each of the three years in the
period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards, as issued by
the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal
control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
F-1
Table of Contents
Description of the Matter
Provision for Return Conditions
As described in Note 3, 4 and 21 to the consolidated financial statements, the Company records a provision in accordance
with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets to accrue for the expected cost that will be incurred
to return aircraft to their lessors in an agreed-upon condition. These payments are generally owed at the end of the lease
term and represent a restoration obligation incurred over the lease term as the aircraft and engines are utilized. The provision
is based on the net present value of the estimated costs of returning the aircraft and is accrued during the term of the lease.
These costs are reviewed annually and adjusted as appropriate. Changes in estimates between the provision balance and the
expected costs are adjusted prospectively with any final difference recorded in the period when the aircraft is returned. As of
December 31, 2023, the Company’s provision for return conditions totaled $192 million.
Auditing this provision was complex due to subjectivity of the required assumptions applied in the model used by the
Company, including estimates of future maintenance costs, leases extension, determination of an appropriate discount rate
and operational estimates of aircraft utilization.
How We Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s
return condition estimation process. We tested controls over management’s review of the expected return cost, leases
extension, expected aircraft utilization and discount rate calculation.
Description of the Matter
Our audit procedures included, among others, evaluating the methodology and the significant assumptions used and the
review of the completeness and accuracy of the lease contract population and underlying data used by the Company to
calculate the return cost. We tested the inputs used in the calculation, discount rate, specified returns conditions
requirements and the actual utilization reports from the Company’s aircraft maintenance records. We involved a valuation
specialist to assist in the review of the discount rate.
We evaluated the change in the provision for return conditions from prior years in relation to changes in return costs and
discount rates. In addition, we independently recalculated the discount rate as of December 31, 2023, and we compared our
results with the Company’s calculations.
Frequent Flyer Deferred Revenue – Mileage Breakage
The Company’s frequent flyer deferred revenue totaled $125 million as of December 31, 2023. As described in Note 3, 4
and 7 to the consolidated financial statements, members of the Company’s ConnectMiles program earn miles through the
Company’s flights, Star Alliance partners and by purchasing the goods and services of the Company’s network of non-
airline partners and co-branded credit cards. The miles or points earned can be exchanged for flights on Copa or any other
Star Alliance partner airlines. In determining the value of mileage credits earned, the Company applies an estimate of
mileage credits earned that are not expected to be redeemed (“breakage”) prior to their expiration.
To estimate breakage the Company uses a statistical model that incorporates internal historical redemption data to determine
the redemptions behavior. However, considering Copa’s frequent flyer program was established in 2015, its historical
redemption data is limited. Changes in the estimated breakage are applied on a prospective basis. The initial estimate of
breakage is established at the time the miles are earned, but the expected breakage on outstanding miles is updated annually
along with the estimated fair value of the miles earned. The Company engages a specialist to assist in the performance of the
breakage calculation.
Auditing the breakage in the frequent flyer program was challenging due to the complexity of the models used related to the
determination of future behavior of redemptions.
F-2
Table of Contents
How We Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design, and tested the controls over the Company’s frequent flyer program. We
tested controls over management’s review of the breakage calculations including the statistical behavior method of
redemptions and the data inputs used for the calculation.
To test the estimated miles that will expire without use, our procedures included evaluating the redemptions statistical
behavior used and the assumptions applied, including whether the historical redemption data used in the model is
representative of future redemption behavior. We also evaluated the competence of management’s specialist. We involved
our valuation specialists to assist in our evaluation of the Company’s model, assumptions related to redemptions behavior
and calculation of mileage breakage.
To test the completeness and accuracy of the underlying data our procedures included a review of the actual redemptions
made from program inception to 2023.
/s/ Ernst & Young Limited Corp.
A member practice of Ernst & Young Global Limited
We have served as the Company’s auditor since 1999
Panama City, Republic of Panama
April 29, 2024
F-3
Table of Contents
Copa Holdings, S. A. and Subsidiaries
Consolidated statement of financial position
As of December, 31
(In US$ thousands)
ASSETS
Current assets
Cash and cash equivalents
Investments
Accounts receivable
Expendable parts and supplies
Prepaid expenses
Prepaid income tax
Other currents assets
Non-current assets
Investments
Prepaid expenses
Property and equipment
Right of use assets
Intangible assets
Net defined benefit assets
Deferred tax assets
Other non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Loans and borrowings
Current portion of lease liabilities
Trade, other payables and financial liabilities
Air traffic liability
Frequent flyer deferred revenue
Taxes payable
Accrued expenses payable
Income tax payable
Non-current liabilities
Loans and borrowings long-term
Lease liabilities
Frequent flyer deferred revenue
Net defined benefit liabilities
Derivative financial instruments
Deferred tax liabilities
Other long-term liabilities
Total liabilities
Equity
Issued capital
Class A common stock - 34,110,338 (2022 - 34,033,575) shares issued 31,101,689 (2022 - 28,477,704)
outstanding
Class B common stock - 10,938,125 (2022 - 10,938,125) shares issued and outstanding, no par value
Additional paid in capital
Treasury stock
Retained earnings
Accumulated other comprehensive loss
Total equity
Commitments and contingencies
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Notes
2023
2022
206,375 $
708,809
159,247
116,604
44,635
66
32,227
122,424
812,323
137,583
93,332
52,322
798
17,043
1,267,963
1,235,825
8 $
9
10,23
11
12
17
9
12
13
14
16
15
22
17
14
19,23
7.2
7.2
20
18
14
7.2
15
18
22
21
24
27
258,934
9,633
3,238,632
281,146
87,986
5,346
30,148
17,048
3,928,873
68,304
184,934
611,856
55,062
44,210
64,940
26,741
$
5,196,836 $
18 $
222,430 $
202,056
7,770
2,883,524
234,380
78,555
504
30,743
17,005
3,454,537
4,690,362
142,484
80,084
168,839
651,805
55,292
43,878
44,913
6,276
1,278,477
1,193,571
1,240,261
215,353
69,754
—
—
36,369
234,474
1,796,211
3,074,688
23,201
7,466
209,102
(204,130)
2,095,835
(9,326)
2,122,148
—
1,301,819
158,289
56,234
—
251,150
16,571
220,618
2,004,681
3,198,252
21,327
7,466
103,465
(344,541)
1,715,838
(11,445)
1,492,110
—
$
5,196,836 $
4,690,362
Table of Contents
Copa Holdings, S. A. and Subsidiaries
Consolidated statement of profit or loss
For the year ended December, 31
(In US$ thousands)
Operating revenue
Passenger revenue
Cargo and mail revenue
Other operating revenue
Operating expenses
Fuel
Wages, salaries, benefits and other employees’ expenses
Passenger servicing
Airport facilities and handling charges
Sales and distribution
Maintenance, materials and repairs
Depreciation and amortization
Impairment of non financial assets
Flight operations
Other operating and administrative expenses
Operating profit
Non-operating income (expense)
Finance cost
Finance income
Gain (loss) on foreign currency fluctuations
Net change in fair value of derivatives
Other net non-operating income (expense)
Profit before taxes
Income tax expense
Net profit
Earnings per share
Basic
Diluted
Notes
2023
2022
2021
$
7
3,316,361 $
97,105
43,538
3,457,004
2,824,719 $
101,765
38,549
2,965,033
995,862
436,526
89,146
221,878
227,171
132,531
306,114
—
109,892
130,656
2,649,776
807,228
(158,216)
50,208
3,076
(98,347)
7,153
(196,126)
611,102
(97,005)
1,052,637
380,385
70,080
192,584
224,465
104,114
267,704
—
97,256
125,424
2,514,649
450,384
(87,631)
18,030
(9,812)
17,189
70
(62,154)
388,230
(40,176)
514,097 $
348,054 $
12.78 $
12.78 $
8.58 $
7.88 $
13,14,16
13,16
14,18
18
18
22
26
$
$
$
1,412,390
71,577
25,964
1,509,931
383,179
258,128
35,869
131,335
129,877
41,888
239,946
(5,441)
55,766
87,426
1,357,973
151,958
(76,234)
10,849
(6,174)
(22,778)
(3,291)
(97,628)
54,330
(10,486)
43,844
1.03
1.03
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
Copa Holdings, S. A. and Subsidiaries
Consolidated statement of comprehensive income
For the year ended December, 31
(In US$ thousands)
Net profit
Other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in subsequent periods -
Remeasurement on defined benefit plans
Total comprehensive income for the year
The accompanying notes are an integral part of these consolidated financial statements.
F-6
2023
2022
2021
514,097 $
348,054 $
43,844
2,119
7,225
516,216 $
355,279 $
5,412
49,256
$
$
Table of Contents
Copa Holdings, S. A. and Subsidiaries
Consolidated statement of changes in equity
For the year ended December,31
(In US$ thousands)
Common stock
(Shares)
Issued capital
Notes
Class A
Class B
Class A
Class B
Additional
paid in
capital
Treasury
stock
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
equity
31,421,265
10,938,125 $
21,199 $
7,466 $
91,341 $
(136,388) $
1,324,022 $
(24,082) $
1,283,558
Acquisition of treasury shares
(559,025)
30,995,120
10,938,125 $
21,289 $
7,466 $
98,348 $
(176,902) $
1,367,866 $
(18,670) $
1,299,397
—
—
132,880
—
—
—
—
54,501
25
24
—
(2,571,917)
—
At January 1, 2021
Net profit
Other comprehensive income
15
Issuance of stock for employee
awards
Share-based compensation
expense
Dividends
25
24
At December 31, 2021
Net profit
Other comprehensive income
15
Issuance of stock for employee
awards
Share-based compensation
expense
Acquisition of treasury shares
Other
At December 31, 2022
Net profit
Other comprehensive income
15
Issuance of stock for employee
awards
Share-based compensation
expense
Acquisition of treasury shares
Dividends paid
Share settlement convertible
notes
Other
25
24
18
—
—
—
—
—
—
—
—
90
—
—
—
—
—
—
—
—
—
—
—
(90)
7,097
—
—
—
—
—
—
—
(40,514)
43,844
—
—
—
—
—
—
5,412
—
—
—
—
43,844
5,412
—
7,097
—
(40,514)
—
—
—
—
—
—
—
—
38
—
—
—
—
—
—
—
—
—
—
—
(38)
5,155
—
—
—
—
—
—
(167,639)
—
348,054
—
—
—
—
(82)
—
7,225
—
—
—
—
348,054
7,225
—
5,155
(167,639)
(82)
28,477,704
10,938,125 $
21,327 $
7,466 $
103,465 $
(344,541) $
1,715,838 $
(11,445) $
1,492,110
—
—
59,066
—
(1,141,316)
—
3,694,845
11,390
—
—
—
—
—
—
—
—
—
—
40
—
—
—
—
1,834
—
—
—
—
—
—
—
—
—
—
(40)
4,359
—
—
—
—
—
—
(105,932)
514,097
—
—
—
—
—
(134,085)
103,152
(1,834)
246,343
—
—
(15)
—
2,119
—
—
—
—
—
—
514,097
2,119
—
4,359
(105,932)
(134,085)
349,495
(15)
At December 31, 2023
31,101,689
10,938,125 $
23,201 $
7,466 $
209,102 $
(204,130) $
2,095,835 $
(9,326) $
2,122,148
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
Copa Holdings, S. A. and Subsidiaries
Consolidated statement of cash flows
For the year ended December,31
(In US$ thousands)
Operating activities
Net profit
Adjustments for:
Income tax expense
Finance cost
Finance income
(Reversal) impairment of non financial assets
Depreciation and amortization
Disposal of non financial assets
Impairment of financial assets
Allowance for obsolescence
Share-based compensation expense
Net change in fair value of derivatives
Unrealized loss on investment
Net foreign exchange differences
Change in:
Accounts receivable
Accounts receivable from related parties
Other current assets
Other assets
Accounts payable
Accounts payable from related parties
Air traffic liability
Frequent flyer deferred revenue
Other liabilities
Cash from operating activities
Income tax paid
Interest paid
Interest received
Net cash from operating activities
Investing activities
Acquisition of investments
Proceeds from redemption and sale of investments
Advance payments on aircraft purchase contracts
Reimbursement of advance payments on aircraft purchase contracts
Acquisition of property and equipment
Proceeds from sale of property and equipment
Acquisition of intangible assets
Net cash used in investing activities
Financing activities
Payment of convertible notes
Proceeds from new borrowings
Payments on loans and borrowings
Payment of lease liability
Repurchase of treasury shares
Dividends paid
Net cash (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at January 1
Effect of exchange rate change on cash
Cash and cash equivalents at December 31
The accompanying notes are an integral part of these consolidated financial statements.
Notes
2023
2022
2021
$
514,097 $
348,054 $
43,844
40,176
87,631
(18,030)
—
267,704
(2,458)
2,408
80
5,155
(17,189)
4,252
25,330
(51,318)
(336)
(47,436)
(10,874)
46,982
(6,945)
94,474
16,413
33,317
817,390
(26,353)
(44,761)
12,267
758,543
(763,842)
749,576
(377,670)
105,381
(254,561)
7,426
(18,461)
(552,151)
—
222,481
(249,519)
(79,017)
(167,639)
—
(273,694)
(67,302)
211,081
(21,355)
122,424
10,486
76,234
(10,849)
(5,441)
239,946
4,260
1,516
30
7,097
22,778
274
44,853
(35,645)
(403)
(4,599)
(6,786)
49,285
4,978
86,636
3,901
6,450
538,845
(3,904)
(40,170)
12,514
507,285
(1,117,214)
1,001,268
(276,939)
70,800
(206,795)
81,336
(11,591)
(459,135)
—
352,278
(142,233)
(80,992)
(40,514)
—
88,539
136,689
119,065
(44,673)
211,081
18
18
13,14,16
9,28.3
25
18
9
10
19
16
18
18
18
18
24
97,005
158,216
(50,208)
—
306,114
847
(201)
—
4,359
98,347
(6,338)
11,117
(27,199)
(359)
(23,145)
(7,219)
19,143
224
(39,950)
13,289
40,266
1,108,405
(55,414)
(50,931)
42,726
1,044,786
(644,909)
698,580
(200,000)
228,111
(600,175)
5,095
(29,697)
(542,995)
(350,001)
428,310
(152,254)
(79,999)
(105,932)
(134,152)
(394,028)
107,763
122,424
(23,812)
$
206,375 $
F-8
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
1. Corporate information
Copa Holdings, S. A. (“the Company”) was incorporated according to the laws of the Republic of Panama on May 6, 1988 with an indefinite duration. The
Company is a public company listed in the New York Stock Exchange (NYSE) under the symbol CPA since December 14, 2005. The address of its registered
office is Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda, Urbanización Costa del Este, Complejo Business Park, Torre Norte, Parque
Lefevre, Panama City, Republic of Panama.
These consolidated financial statements comprise the Company and its subsidiaries: Compañía Panameña de Aviación, S. A. (“Copa Airlines”), Oval Financial
Leasing, Ltd. (“OVAL”), AeroRepública, S. A. (“AeroRepública”) and, La Nueva Aerolínea, S.A (“LNA”).
•
•
•
•
Copa Airlines: the Company’s core operation is incorporated according to the laws of the Republic of Panama and provides international air transportation
for passengers, cargo and mail, operating from its Panama City hub in the Republic of Panama.
AeroRepública: is a Colombian air carrier, incorporated according to the laws of the Republic of Colombia which provides domestic and international air
transportation for passengers, cargo, and mail.
AeroRepública operates “Wingo” a brand under a low-cost business model. Wingo operates administratively and functionally under AeroRepública, with an
independent structure for its commercialization, distribution systems and customer service.
OVAL: incorporated according to the laws of the British Virgin Islands, it controls the special-purpose entities that have a beneficial interest in the majority
of the Company’s fleet, which is leased to either Copa Airlines or AeroRepública.
LNA: is a Panamanian air carrier, incorporated according to the laws of the Republic of Panama and provides domestic and international air transportation
for passengers, cargo and mail, operating from the Republic of Panama. LNA, operates air transportation for passengers under “Wingo’s” brand.
The Company currently offers approximately 375 daily scheduled flights to 82 destinations in 32 countries in North, Central and South America and the
Caribbean, mainly from its Panama City Hub. Additionally, the Company provides passengers with access to flights to more than 180 international destinations
through codeshare agreements. The Company is part of Star Alliance, the leading global airline network since June 2012.
The Company has a broad commercial alliance with United Airlines Holdings, Inc. (“United”), which was renewed during May 2021, for another five years. This
Alliance includes an extensive and expanding code-sharing and technology cooperation.
Copa Airlines has the loyalty program “ConnectMiles”, designed to strengthen the relationship with its frequent flyers and provide exclusive attention.
ConnectMiles members are eligible to earn and redeem miles to any of Star Alliance’s, 1,200 (unaudited) destinations within 26 airlines members (unaudited).
As of December 31, 2023, the Company operates a fleet of 106 aircraft with an average age of 9.7 years, and consists of 67 Boeing 737-800 Next Generation
aircraft, 9 Boeing 737-700 Next Generation aircraft, 1 Boeing 737-800 BCF and 29 737-MAX aircraft. In March 2022, the newly converted freighter aircraft, the
Boeing 737-800 BCF (Boeing Converted Freighter) with a capacity of 21.7 tons per flight, began operations. The aircraft came from the Company’s fleet and was
converted into a freighter by Boeing. This freighter aircraft will further increase cargo capacity.
The consolidated financial statements for the year ended December 31, 2023 have been authorized for issuance by the Company’s Chief Executive Officer and
Chief Financial Officer on April 29, 2024.
F-9
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
2. Basis of preparation
Statement of compliance
The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”).
As used in these notes to the consolidated financial statements, the terms “the Company”, “we”, “us”, “our”, and similar terms refer to Copa Holdings, S. A.
and, unless the context indicates otherwise, its consolidated subsidiaries.
The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.
Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
•
•
•
certain financial assets, certain classes of property, plant and equipment, investment property and derivative financial instruments – measured
at fair value
assets held for sale – measured at fair value less cost of disposal, and
defined benefit pension plans – plan assets measured at fair value.
Functional and presentation currency
These consolidated financial statements are presented in United States dollars (U.S. dollars “$”), which is the Company’s functional currency and the legal
tender of the Republic of Panama. The Republic of Panama does not issue its own paper currency; instead, the U.S. dollar is used as legal currency.
All values are rounded to the nearest thousand in U.S. dollars ($000), except when otherwise indicated.
3. Material accounting policies
(a) Basis of consolidation
These consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control is achieved when the
Company is exposed to, or has right to, variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Company controls the investee, when it has:
•
•
•
power over the investee,
exposure, or rights to, variable returns from its involvement with the investee, and
the ability to use its power over the investee to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intercompany balances, transactions, and dividends are eliminated in full.
F-10
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The following are the significant subsidiaries included in these financial statements:
Name
Country of
Incorporation
Copa Airlines
AeroRepublica
Oval
LNA
Panama
Colombia
British Virgin Islands
Panama
(b) Current versus non-current classification
Ownership
interest
2023
2022
99.9 %
99.9 %
100 %
100 %
99.9 %
99.9 %
100 %
100 %
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification.
An asset is current when it is:
•
•
•
expected to be realized or intended to be sold or consumed in the normal operating cycle
expected to be realized within twelve months after the reporting period, or
cash or cash equivalent, unless restricted.
All other assets are classified as non-current.
A liability is current when:
•
•
•
it is expected to be settled in the normal operating cycle
it is due to be settled within twelve months after the reporting period, or
there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
(c) Foreign currencies
The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s functional currency. The Company
determines the functional currency for each entity, and the items included in the financial statements of each entity are measured using that functional
currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Company at the respective functional currency spot rates on the date when the
transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot exchange rate at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial
transactions.
Foreign exchange gains and losses are included in the exchange rate difference line in the consolidated statement of profit or loss for the year.
F-11
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
(d) Revenue recognition
Revenue is recognized when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the
Company expects to be entitled in exchange for those goods or services. The consideration received or receivable is measured taking into account
contractually defined terms of payment and excluding taxes or duties. The following specific recognition criteria must also be met before revenue is
recognized:
Passenger revenue
Passenger revenue is primarily composed of passenger ticket sales, frequent flyer miles redeemed and ancillaries revenues associated with a
passenger’s flight.
•
Passenger tickets
Passenger revenue from tickets is recognized when transportation is provided or when the ticket expires unused, rather than when a ticket is sold. The
amount of passenger ticket sales, not yet recognized as revenue, is reflected under “Air traffic liability” in the consolidated statement of financial
position.
For tickets that are expected not to be used, the Company performs a monthly liability evaluation using its historical experience with refundable and
nonrefundable expired tickets and other facts. A year after the sale is made, actual ticket breakage is removed from “Air Traffic liability” and the
provision is reversed.
The unused tickets expire after one year from the sale date, and any revenue associated with tickets sold for future travel is recognized within 12
months.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by
other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion
of the contract. The Company, as the agent, reduces its “Air traffic liability” when consideration is remitted to those airlines, and recognizes revenue
for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
Denied boarding compensation made to customers for voluntarily or involuntarily denied boarding reduces revenue when the voucher is issued to the
passenger.
In response to Covid-19 the Company established a new commercial policy where some tickets scheduled to expire before June 2021, were extended
to June 30, 2022. During 2022, the Company calculated a specific breakage for tickets that were not expected to be used based on this commercial
policy. As of December 31, 2022, all revenue related to these tickets has been recognized in the consolidated statement of profit or loss and since then,
there are no tickets with expiration dates for more than one year.
•
Frequent flyer program
The Company’s frequent flyer program objective, is to reward customer loyalty. Members in this program earn miles for travel on Copa Airlines, Star
Alliance partners’ airlines and also by purchasing the goods and services of the Company network of non-airline partners and co-branded credit cards.
The miles or points earned can be exchanged for flights on Copa or any of other Star Alliance partners’ airlines.
F-12
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Passenger revenue includes flights redeemed under our frequent flyer program. When a passenger elects to receive Copa’s frequent flyer miles in
connection with a flight, the Company recognizes a portion of the tickets sale as revenue when the air transportation is provided and recognizes a
deferred liability (Frequent flyer deferred revenue) for the portion of the ticket sale representing the value of the related miles as a separate
performance obligation. To determine the amount of revenue to be deferred, the Company estimates and allocates the fair value of the miles that were
essentially sold along with the airfare, based on a weighted average ticket value, which incorporates the expected redemption of miles including
factors such as redemption pattern, cabin class and geographic region.
A statistical model that estimates the percentages of points that will not be redeemed before expiration is used to estimate breakage. The breakage and
the fair value of the miles are reviewed at least annually, and any adjustments are reflected on a prospective basis to passenger revenues.
The Company calculates the short and long-term portion of the frequent flyer deferred revenue, using a model that includes estimates based on the
members’ redemption rates projected by management due to clients’ behavior.
Currently, when a member of another carrier frequent flyer program redeems miles on a Copa Airlines flight, those carriers pay to the Company a per
mile rate. The rates paid by them depend on the class of service, the flight length, and the availability of the reward and is included in passenger
revenues.
•
Ancillaries revenues
Primarily composed of services performed in conjunction with a passenger’s flight, including administrative fees (such as ticket change fees),
baggage fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as
passenger revenue when the travel occurs.
Cargo and mail revenue
Cargo and mail revenue is recognized when the Company provides and completes the shipping services as requested by the client and the risks on
the merchandise and goods are transferred.
Other operating revenue
Other operating revenue includes revenue associated with the marketing component of the frequent flyer program. This revenue is comprised of the
marketing component of mileage sales to co-branded card, other partners and other marketing related payments.
The Company sells miles to non-airline businesses with which it has marketing agreements. The main contracts to sell miles are related to co-
branded credit card relationships with major banks in the region. The Company determined the selling prices of miles according to a method which
allocates consideration based upon the relative selling price of the deliverables. The relative selling price of the deliverables is determined based
upon the estimated standalone selling prices of each deliverable in the arrangement and is allocated between the miles sold to the passenger (as
described above) and the marketing elements. Revenue allocated to the performance obligations related to, marketing components, is recorded in
other operating revenue when miles are delivered.
The remaining amounts included within other revenue are related to lease income, advertising and vacation-related services.
(e) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position, comprise cash on hand and in banks, money market accounts, and time deposits
with original maturities of three months or less from the date of purchase.
The Company evaluates the term and conditions relating to its restricted cash to determine where it should be presented, as current assets in cash and
cash equivalents or as non-current assets in long-term investments.
F-13
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash net of outstanding bank overdrafts, if any. The
Company has elected to present the statement of cash flows using the indirect method.
As of December 31, 2023 and 2022, the Company cash position is comprised from cash on hand and in banks.
(f) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
The Company’s financial assets include cash and cash equivalents, short and long-term investments and accounts receivable.
(i)
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and the Company’s
business model for managing them. With the exception of accounts receivables that do not contain a significant financing component or for which
the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs. Accounts receivable that do not contain a significant financing component or for
which the Company has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are
‘solely payments of principal and interest’ (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is
performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The
business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
All financial assets are recognized on the trade date, which is the date on which the Company becomes a party to the contractual provisions of an
instrument.
(ii)
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•
•
•
•
Financial assets at amortized cost (debt instruments)
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity
instruments)
Financial assets at fair value through profit or loss
F-14
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Financial assets at amortized cost
This category is the most relevant to the Company. The Company measures financial assets at amortized cost if both of the following conditions are
met:
•
•
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Financial assets at amortized cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and
losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Company’s financial assets at amortized cost includes the Company’s investments and its receivables.
The Company invests in short-term deposits and bonds with original maturities of more than three months but less than one year, and invests in
long-term deposits and bonds with maturities greater than one year. These investments are classified as short and long-term investments,
respectively, in the accompanying consolidated statement of financial position.
Accounts receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These financial
instruments are initially recognized and carried at the original invoice amount since recognition of interest under the amortized cost would be
immaterial less a provision for impairment.
Financial assets at fair value through OCI (debt instruments)
The Company measures debt instruments at fair value through OCI if both of the following conditions are met:
•
•
The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in
the statement of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.
The Company currently does not have assets classified under this category.
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Company may elect to classify irrevocably its equity investments as equity instruments designated at fair value through
OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is
determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statement of profit or
loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the
financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment
assessment.
The Company currently does not have assets classified under this category.
F-15
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair
value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also
classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely
payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.
Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments
may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value
recognized in the statement of profit or loss.
(iii)
Derecognition
A financial asset is derecognized when:
•
•
the rights to receive cash flows from the asset have expired, or
the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a “pass-through” arrangement, and either (a) the Company has transferred substantially all the
risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates, if and
to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards
of the asset nor transferred control of the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. In that
case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Company has retained.
(iv)
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) on financial asset measured at amortized cost. Loss allowance for financial
assets are deducted from the gross carrying amount on the assets.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company
expects to receive, discounted at an approximation of the original effective interest rate.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
Both, lifetime ECLs and 12-month ECLs, are calculated on either an individual basis or a collective basis, depending on the nature of the underlying
portfolio of financial instruments.
The Company has established a policy to perform an assessment, at the end of each quarterly reporting period, of whether a financial instrument’s
credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of
the financial instrument.
F-16
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
For accounts receivables the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit
risk, but instead recognizes a loss allowance based on lifetime ECLs at each quarterly reporting date.
The Company has established a provision matrix to measure ECLs. Loss rates are calculated using a ‘roll rate’ method based on the probability of a
receivable progressing through successive stages of delinquency to write-off. To measure the ECLs, trade receivables have been grouped based on
shared credit risk characteristics and the day past due.
Loss rates are based on actual credit loss experience over the last 12 months and adjusted for forward-looking factors specific to the debtors and the
economic environment over the expected life of the receivables.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. The Company considers that there
are no realistic prospects of recovery of the asset if any of the following indicators are present:
•
•
•
•
the debtor is in a state of permanent disability
the Company has exhausted all legal and/or administrative recourse
where the account exceeds one year without decreases
when there are no documents establishing the debt
Losses arising from impairment are recognized under “Other operating and administrative expenses” in the consolidated statement of profit or loss.
Financial liabilities
(i)
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or
derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Company’s financial liabilities include trade and other payables and loans and borrowings including bank overdrafts, and derivative financial
instruments.
(ii)
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
•
•
Financial liabilities at fair value through profit or loss
Financial liabilities at amortized cost (loans and borrowings)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by
IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the statement of profit or loss.
F-17
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Financial liabilities at amortized cost (loans and borrowings)
Subsequent to initial recognition, all borrowings and loans are measured at amortized cost using the EIR method. Gains and losses are recognized in
the consolidated statement of profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The
EIR amortization is included under finance cost in the consolidated statement of profit or loss.
(iii)
Derecognition
Financial liabilities are derecognized when the obligation under the liability is discharged, cancelled, or expire. When an existing financial liability
is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognized in the consolidated statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only
when, the Company has a legally enforceable right to set off the recognized amounts and it intends either to settle them on a net basis or to realize
the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
ordinary course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
Derivative financial instruments
Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently
remeasured at their fair value.
Derivatives are carried as financial assets when the fair value results in a right to the Company and as financial liabilities when the fair value results
in an obligation. The accounting for changes in value depends on whether the derivative is designated as a hedging instrument, and if so, the
classification of the hedge.
(g) Impairment of non - financial assets
The Company assesses at each reporting date whether there is an indication that an asset or its cash-generating unit (CGU) may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s or CGU’s recoverable amount.
The recoverable amount is the higher of an asset’s or its CGU’s fair value less costs to sell and its value in use. The recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of
assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
Impairment losses of continuing operations, including impairment on inventories, are recognized under “Impairment of non-financial assets” in the
consolidated statement of profit or loss.
For assets, excluding goodwill, an assessment is made at each reporting date to determine whether there is any indication that previously recognized
impairment losses no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount.
F-18
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized
for the asset in prior years. Such reversal is recognized in the statement of profit or loss.
(h) Senior convertible notes
Senior convertible notes are classified as hybrid instruments that comprise a debt host contract for the interest and principal payments plus a
derivative instrument for the conversion option.
The initial carrying amount of the non-derivative host contract is the difference between the fair value minus transaction costs of the hybrid
instrument and the fair value of the embedded derivative. Under this approach, all of the transaction costs are always allocated to and deducted from
the carrying amount of the non-derivative host contract on initial recognition.
After initial recognition, the debt host contract would be measured at amortized cost, and the derivative liability, not being closely related to the debt
host contract, would be measured at fair value through profit or loss.
In September 2023, the Company settled the total outstanding notes (see Note 18).
(i) Property and equipment
Property and equipment comprise mainly airframe, engines, and other related flight equipment. All property and equipment are stated at cost, net of
accumulated depreciation and accumulated impairment losses, if any.
When a major maintenance inspection or overhaul cost is embedded in the initial purchase cost of an aircraft, the Company estimates the carrying
amount of the component. These initial built-in maintenance assets are depreciated over the estimated time period until the first maintenance event is
performed. The cost of major maintenance events completed after the aircraft acquisition are capitalized and depreciated over the estimated time
period until the next major maintenance event. The remaining value of the previously capitalized component if any, is charged to expense upon
completion of the subsequent maintenance event.
The Company recognizes the depreciation on a straight-line basis which for some aircraft components is akin to depreciation based on use, over the
estimated useful life of the assets. Depreciation is recognized in the consolidated statement of profit or loss from the date the property, and
equipment is installed and ready for use.
Property and equipment
Estimate useful life (years)
Residual Value
Flight equipment (*)
Airframe and core engines
Major maintenance events
Conversion to freighter
Cabin refurbishment
Ramp and miscellaneous
Ground equipment
Furniture, fixture, equipment and other
Leasehold improvements
27
3-16
Lesser of 10 years
and remaining useful life
of the aircraft
Lesser of remaining useful
life of the aircraft and
estimated useful life of the
refurbishment
10
5-10
Lesser of remaining lease
term and estimated useful
life of the leasehold
improvement
15%
—
—
—
—
F-19
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
(*) Estimates for Boeing 737-700 fleet may differ , see note 13.
An item of property and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognized.
The costs of major maintenance events for leased aircraft are capitalized and depreciated over the shorter of the scheduled usage period to the next
major inspection event or the remaining life of lease term (as appropriate), the remaining value of the previously capitalized maintenance or the
right-of-use asset (“ROU”) component if any, is charged to expense upon completion of the subsequent maintenance event.
The residual values, useful lives, and methods of depreciation of property and equipment are reviewed at each financial year-end and adjusted
prospectively, if appropriate.
The land owned by the Company is recognized at cost less any accumulated impairment.
Borrowing costs directly attributable to the acquisition, construction, or production of any qualifying asset, that necessarily takes a substantial period
of time to get ready for its intended use or sale, are capitalized as part of the cost of the asset during that period of time.
Other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds.
(j) Leases
At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract, conveys
the right to control the use of an identified asset, the Company assesses whether:
•
•
The Company has the right to obtain substantially all of the economic benefits from use of the identified asset; and
The Company has the right to direct the use of the identified asset.
The Company as a lessee
At the commencement date, the Company recognizes a ROU and a lease liability.
The ROU is measured at cost and comprises:
•
•
•
•
the amount of the initial measurement of the lease liability,
any lease payments made at or before the commencement date, less any lease incentives received;
any initial direct costs incurred by the lessee; and
an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or
restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce
inventories. The Company incurs the obligation for those costs either at the commencement date or as a consequence of having used the
underlying asset during a particular period.
The ROU is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the useful life of the
ROU or component, or lease term. The estimated useful life of ROU is determined on the same basis of owned property and equipment.
At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease
component on the basis of their relative stand-alone prices.
F-20
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The ROU assets are also subject to impairment. Refer to the accounting policies in section (g) impairment of non-financial assets.
In this regard, the Company applies the following, by class of underlying asset:
•
•
for the leases of real estate, the Company has elected to separate non-lease components.
for aircraft leases, the value of major maintenance inspection or overhaul embedded in the aircraft is recognized as a separated component and
is depreciated over the estimated time period until the first maintenance event is performed or the remaining life of lease term (as appropriate)
which ever is shorter.
The lease liability, is initially measured at the present value of the lease payments that are not paid at that date, discounted using the interest rate
implicit in the lease, if that rate can be readily determined or the lessee’s incremental borrowing rate.
The lease payments included in the measurement of the lease liability comprise:
•
•
•
•
•
fixed payments (including in-substance fixed payments), less any lease incentives receivable;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable by the lessee under residual value guarantees;
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
Variable lease payments that do not depend on an index or a rate are recognized as lease expenses in the period in which the event or condition that
triggers the payment occurs, under “Other operating and administrative expenses” in the consolidated statement of profit or loss.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments
arising from a change in an index or a rate, if there is a change in the Company’s estimated amount expected to be payable under a residual value
guarantee or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU, or is recorded in profit or
loss if the carrying amount of ROU has been reduced to zero.
Financing arrangements where is certain that the asset will be purchased at the end of the lease term, are “in substance purchases” and not leases, in
those cases, the related liability is considered a financial liability under IFRS 9 and the asset, as property and equipment, according to IAS 16.
The Company has elected not to recognize ROU and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of
low value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term
as “Other operating and administrative expenses” in the consolidated statement of profit or loss.
The Company as lessor
When assets are leased under operating leases, the asset is included in the consolidated statement of financial position according to its nature.
Revenue from operating leases is recognized over the lease term on a straight-line basis as part of other operating revenue.
F-21
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Initial direct costs incurred by the Company in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognized as an expense over the lease term on the same basis as the related lease income.
Sale and leaseback transactions
The Company enters into transactions whereby an asset is sold and subsequently lease back.
The Company applies the IFRS 15 requirements for determining whether the transfer of an asset is accounted for as a sale.
If the transfer of an asset by the seller-lessee satisfies the requirements of IFRS 15 to be accounted for as a sale of the asset:
•
•
The seller-lessee measures the ROU at the proportion of the previous carrying amount that relates to the ROU retained by the seller-lessee;
and
The buyer-lessor shall account for the purchase applying the appropriate standards and for the lease applying IFRS 16.
Where either the sale is below fair value or the leasing arrangement below market rates, adjustments are required to measure the proceeds at fair
value.
Below market terms are to be accounted for as a prepayment of lease payments and above market terms shall be accounted for as additional
financing provided by the buyer to the seller.
The adjustment must be measured with reference to the more determinable of the difference between the consideration for the sale and the fair value
of the asset or the difference between the present value of the contractual lease payments and the present value of payments for the lease at market
rates.
If the transaction does not meet the sale recognition requirements of IFRS 15:
•
•
the seller-lessee shall continue to recognize the transferred asset and shall recognize a financial liability equal to the transfer proceeds. It shall
account for the financial liability applying IFRS 9.
the buyer-lessor shall not recognize the transferred asset and shall recognize a financial asset equal to the transfer proceeds. It shall account
for the financial asset applying IFRS 9.
(k) Intangible assets
Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and
liabilities assumed of the acquired subsidiary at the date of acquisition.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the Company’s CGU or group of CGU’s that are expected to
benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. When the recoverable
amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in
future periods.
Other intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is
their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and
accumulated impairment losses.
F-22
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Internally generated intangible assets, excluding capitalized development costs, are not capitalized and the expenditure is reflected in the
consolidated statement of profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over their useful economic life and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortization period and amortization method for an intangible asset with a finite useful life are reviewed at
least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting
estimates. The amortization expense on intangible assets with finite life is recognized in the consolidated statement of profit or loss as the expense
category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful life are not amortized but are tested for impairment at least annually, either individually or at the CGU level.
The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in
useful life from indefinite to finite is made on a prospective basis.
Gains and losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the
carrying amount of the asset and are recognized in the consolidated statement of profit or lossconsolidated statement of profit or lossconsolidated
statement of profit or loss when the asset is derecognized.
The Company’s intangible assets and the policies applied are summarized as follows:
•
Licenses and software rights
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs
are amortized using the straight-line method over their estimated useful life (from three to eight years) and the amortization is recognized in the
consolidated statement of profit or loss. Costs associated with maintaining computer software programs are recognized as an expense as incurred.
Costs that are directly associated with the production of identifiable and unique software products controlled by the Company and that are estimated
to generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Direct costs include the software development
employee costs and an appropriate portion of relevant overheads. These costs are amortized using the straight-line method over their estimated
useful life (from five to fifteen years).
(l) Taxes
Income tax expense
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except when related to the items recognized directly in
equity or in other comprehensive income (“OCI”).
•
Current income tax
The Company pays taxes in the Republic of Panama and in other countries in which it operates, based on regulations in effect in each respective
country.
Revenue arises principally from foreign operations, and according to the Panamanian Tax Code, these foreign operations are not subject to income
tax in Panama.
The Panamanian tax code for the airline industry states that tax is based on net income earned for passenger traffic with origin or final destination in
the Republic of Panama. The applicable tax rate is currently 25%.
F-23
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Additionally, entities with annual taxable income over one million five hundred thousand dollars, must pay income tax on the greater of:
•
•
Net taxable income calculated by the traditional method, or
Net taxable income resulting from applying four-point sixty-seven percent (4.67%) to the total taxable income (alternative method “CAIR”).
In the event that, due to income tax, the taxpayer incurs in losses or that the effective rate is higher than 25%, the taxpayer may submit a request to
the authorities for the non-application of the alternative method and in its effective that the payment of income tax is accepted on the traditional
basis.
Dividends from the Panamanian subsidiaries are separately subject to a 10% withholding tax on the portion attributable to Panamanian sourced
income and a 5% withholding tax on the portion attributable to foreign sourced income.
The Company is also subject to local tax regulations in each of the other jurisdictions where it operates, the great majority of which are related to
income taxes.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates
and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the
Company operates and generates taxable income.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions when appropriate.
•
Deferred tax
Deferred tax is calculated using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred
tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and
the carry forward of unused tax credits and unused tax losses can be utilized, except:
•
•
when the deferred tax asset relating to the deductible temporary difference arises from initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or
loss.
in respect of deductible temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures,
deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
•
when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss.
F-24
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
•
in respect of taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures,
when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability settled,
based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation
to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
•
Ticket taxes
The Company is required to charge certain taxes and fees on its passenger tickets. These taxes and fees include transportation taxes, airport
passenger facility charges, and certain governmentally imposed airport arrival and departure taxes. These taxes and fees are legal assessments on the
customer. Since the Company has a legal obligation to act as a collection agent with respect to these taxes and fees, such amounts are not included in
passenger revenue. The Company records a liability when these amounts are collected and derecognizes the liability when payments are made to the
applicable government agency or operating carrier.
(m) Provisions
Provisions for costs, including restitution, restructuring and legal claims and assessments are recognized when:
•
•
the Company has a present legal or constructive obligation as a result of past events;
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and the amount of obligation
can be reliably estimated.
When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised
as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or
loss net of any reimbursement.
For aircraft leases, the Company is contractually obliged to return the aircraft in a defined condition. The Company accrues a provision for return
conditions which are based on the usage of leased aircraft throughout the duration of the lease.
Return conditions are based on the net present value of the estimated costs of returning the aircraft and are recognized in the consolidated statement
of profit or loss under “Maintenance, materials and repairs”. These costs are reviewed annually and adjustments, if any, are recognized prospectively
over the remaining lease term.
(n) Employee benefits
Defined benefit plan
The Company has a defined benefit plan in accordance with Panamanian law, which requires contributions to be made to a separately administered
fund.
The calculation of the defined benefit obligation is performed annually by a qualified actuary using the projected unit credit actuarial cost method
(PUC).
F-25
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Remeasurements of the net defined benefit liability, which comprises actuarial gains and losses, the return on plan assets and the effect of the asset
ceiling (if any), are recognized immediately in other comprehensive income. The Company determines the net interest by applying the discount rate
to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation in the consolidated
statement of profit or loss.
Share-based payments
Employees (including senior executives) of the Company receive compensation in the form of share-based payment transactions, whereby
employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is recognized, together with a corresponding increase in additional paid in capital in equity, over the period in
which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity
instruments that will ultimately vest. Expense or credit for a period represents the movement in cumulative expense recognized as of the beginning
and end of that period and is recognized under “Wages, salaries, benefits and other employees’ expenses” expense in the consolidated statement of
profit or loss (note 25).
Termination benefits
Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits.
The Company recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees
according to a detailed formal plan without realistic possibility of withdrawal, or providing termination benefits as a result of an offer made to
encourage voluntary redundancy.
4. Significant accounting judgments, estimates and assumptions
The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the reported
amounts of revenues, expenses, assets, and liabilities and the accompanying disclosures and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in
future periods.
Judgments
In the process of applying the Company’s accounting policies, management has made judgments, which have the most significant effect on the amounts
recognized in the consolidated financial statements in the following area:
•
Leases
The Company enters into contracts for the use of the aircraft and real estate which include, airport and terminal facilities, sales offices, maintenance facilities, and
general offices. The Company assesses, based on the terms and conditions of the arrangements, whether the contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
•
Lease term
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is
reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company applies judgement in evaluating whether it is reasonably certain or not to exercise the option to renew or terminate the lease. That is, it considers all
relevant factors that create an economic incentive for it to exercise either the
F-26
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is
within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements
or significant customization to the leased asset).
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances arising beyond the Company’s control. Such changes are
reflected in the assumptions when they occur.
•
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking
estimates at the end of each quarterly reporting period.
•
Impairment of non-financial assets
Impairment exists when the carrying amount of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value
in use. The fair value less costs to sell calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or
observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows
are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future
investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the
discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes (see note 16).
•
Property and equipment
The Company’s management has determined that the residual value of the airframe, engines, and components (rotable parts) owned is 15% of the cost of the asset,
therefore the depreciation of flight equipment is made accordingly. Annually, management reviews the useful life and residual value of each of these assets (see
note 13).
•
Provision for return condition
The Company records a provision to accrue for the cost that will be incurred in order to return the lease aircraft to their lessor in the agreed-upon condition,
excluded estimated dismantling costs not based on utilization of the aircraft which are included in the ROU asset and lease liability. The methodology applied to
calculate the provision requires management to make assumptions, including the future maintenance costs, discount rate, and related inflation rates and aircraft
utilization. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning.
Any difference in the actual maintenance cost incurred and the amount of the provision is recorded under “Maintenance, materials and repairs” in the consolidated
statement of profit or loss. The effect of any changes in estimates, including those mentioned above, is also recognized under “Maintenance, materials and
repairs” for the period (see note 21).
•
Revenue recognition – expired tickets
The Company recognizes estimated fare revenue for tickets that are expected to expire based on departure date (unused tickets), based on historical data and
experience. Estimating the expected expiration rate requires management’s judgment, among other things, the historical data and experience is an indication of the
future customer behavior.
The unused tickets expire after one year after being sold, and any revenue associated with tickets sold for future travel is recognized within 12 months.
F-27
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
•
Multiple deliverable revenue arrangements - Frequent flyer program
The frequent flyer program includes two major transactions that are considered revenue arrangements with multiple performance obligations: (i) mileage credits
earned with travel and (ii) mileage credits sold to co-branded credit card partner and other partners. The Company estimates the fair value of the miles in those
transactions using a blended calculation of rates charged when miles are sold to other partners and the average value of a mile flown by a customer earned with
travel, less an estimate of the miles that will expire unused (breakage). The Company engages a specialist to assist in the performance of the breakage calculation.
•
Taxes
The Company believes that taken tax positions, including transfer pricing between entities, are reasonable. However, in the event of an audit by the tax authorities,
they may challenge the positions taken by the Company, resulting in additional taxes and interest liabilities.
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits, together with future tax planning strategies (see note 22).
•
Incremental borrowing rate for leases
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities.
The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an
asset of a similar value to the right-of-use asset in a similar economic environment. The Company estimates the IBR using observable inputs (such as market
interest rates) when available and is required to make certain entity-specific estimates.
•
Fair value measurement
The Company measures financial instruments such as derivatives at fair value at the date of each statement of financial position. Fair values of financial
instruments measured at amortized cost are disclosed in note 28.6.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
•
•
in the principal market for the asset or liability, or
in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that
market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest
and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as
follows, based on the lowest level input that is significant to the fair value measurement as a whole:
i)
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
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COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
ii)
iii)
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values.
Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the
reported fair value of financial instruments.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of
each reporting period.
5. Adoption of new and amended standards and interpretations
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2023 (unless
otherwise stated). The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative
nearly risk-free interest rate (RFR). The amendments include the following practical expedients:
•
•
•
A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a
floating interest rate, equivalent to a movement in a market rate of interest
Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being
discontinued
Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of
a risk component
During 2023, the Company finish the process of implementing appropriate fall back clauses for its long term variable rate debt based of LIBOR and incorporated
the new benchmark based on Secured Overnight Financing Rate (“SOFR”). The Company elected to apply the practical expedient introduced on the amendment
since the changes resulted directly from IBOR reform and the change in contractual cash flows occurred on an ‘economically equivalent’ basis.
As of December 31, 2023, there was no impact to the consolidated financial statements, the changes were accounted updating the effective interest rate with no
gain or loss recognized.
Amendments to IAS 8 - Definition of Accounting Estimates
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting estimates’. The amendments clarify the distinction
between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement
techniques and inputs to develop accounting estimates.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in
accounting estimates that occur on or after the start of that period. Earlier application is permitted as long as this fact is disclosed.
The amendments had no impact on the Company consolidated financial statements.
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COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies.
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and
examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy
disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their
‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.
The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the
Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these
amendments is not necessary.
Although the amendments did not result in any changes on the measurement, recognition or presentation of any items in the Company’s financial statements,
Management reviewed the accounting policies and made updates to the information disclosed in Note 3 Material accounting policies (2022: Significant
accounting policies) in certain instances in line of the amendments.
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction
In May 2021 the IASB issued the amendments to IAS 12 Income Taxes which require companies to recognize deferred taxes on transactions that, on initial
recognition, give rise to equal amounts of taxable and deductible temporary differences.
The amendments apply for annual reporting periods beginning on or after 1 January 2023, and and should be applied to transactions that occur on or after the
beginning of the earliest comparative period presented. In addition, entities should recognize deferred tax assets (to the extent that it is probable that they can be
utilized) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with:
•
Right-of-use assets and lease liabilities, and
• Decommissioning, restoration and similar liabilities, and the corresponding amounts recognized as part of the cost of the related assets.
The cumulative effect of recognizing these adjustments is recognized in retained earnings, or another component of equity, as appropriate.
The Company has recognized a separate deferred tax assets in relation to its lease liabilities and a deferred tax liability in relation to its ROU. However, there no
material impact on the statement of financial position since the balances qualify for offset according to paragraph 74 of IAS 12. During 2023, the Company
recognized a tax benefit of $1.8 million related to this deferred tax, under “Income tax expense” in the consolidated statement of profit or loss (see note 22).
Amendments to IAS 12 International Tax Reform—Pillar Two Model Rules
The amendments to IAS 12 have been introduced in response to the Organization for Economic Cooperation and Development’s ("OECD") Base erosion and
profit shifting ("BEPS") Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two
model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes
arising from that legislation, particularly before its effective date.
The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual
reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023.
F-30
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Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
On December 18, 2023, Pillar Two legislation was enacted in Ireland, the jurisdiction in which the Company has special purpose vehicles that have a beneficial
interest in some of the aircraft of the Company's fleet. The income inclusion rule (IIR) and qualified domestic minimum top-up tax (QDMTT) provisions will
apply for fiscal years beginning on or after 31 December 2023. The undertaxed profits rule (UTPR) will apply for fiscal years beginning on or after 31 December
2024 and will come into effect from 1 January 2024.
Since the Pillar Two legislation was not effective at the reporting date, the Company has no related current tax exposure. The Company applies the exception to
recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in this amendments.
At the date when the financial statements were authorized for issue, no other of the jurisdictions in which the Company operates had enacted or substantively
enacted the tax legislation related to the top-up tax.
Amendments to IAS 21 Lack of Exchangeability
In August 2023 the IASB issued the amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates to add requirements to help entities to determine
whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not.
The amendment is effective for annual reporting periods beginning on or after 1 January 2025. Earlier application is permitted. The Company will apply these
amendments to Foreign Exchange Rates for which it has fulfilled all its conditions at the beginning of the annual reporting period in which it first applies the
amendments.
6. Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are
disclosed below. The Company intends to adopt these standards, if applicable, when they become effective
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 Presentation of Financial Statements to specify the requirements for classifying
liabilities as current or non-current and apply for annual reporting periods beginning on or after January 2023. The amendments clarify:
•
•
•
•
What is meant by a right to defer settlement.
That a right to defer must exist at the end of the reporting period.
That classification is unaffected by the likelihood that an entity will exercise its deferral right.
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
However, the IASB has subsequently proposed further amendments to IAS 1 and the deferral on the effective date to no earlier than January 2024. Due to these
ongoing developments, the Company is unable to determine the impacts of these amendments on the consolidated financial statements in the period of initial
application.
Amendment to IFRS 16 – Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued Lease Liability in a Sale and Leaseback. The amendment to IFRS 16 Leases specifies the requirements that a seller-lessee
uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that
relates to the right of use it retains. These amendments explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback
transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted.
The amendment applies retrospectively to annual reporting periods beginning on or after 1 January 2024. Earlier application is permitted.
F-31
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
During 2022, the Company entered into sale and lease back transactions, however we do not expect impacts for the adoption of this amendment since the lease
payments on these transactions are fixed. During 2023, the Company did not entered into sale and lease back transactions.
Amendment to IAS 1 – Non current liabilities with covenants
In November 2022, the IASB issued Non current liabilities with covenants, in the amendments, the Board clarifies that only covenants with which an entity must
comply on or before the reporting date will affect a liability’s classification as current or non-current.
The amendments will be effective for annual reporting periods beginning on or after 1 January 2024 and will need to be applied retrospectively in accordance with
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Early adoption is permitted, but will need to be disclosed.
The amendment is not expected to have a material impact on the consolidated financial statements.
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements (“SFAs”)
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of
supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users
of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. Early adoption is permitted, but will need to be disclosed.
The amendments are not expected to have a material impact on the Company consolidated financial statements since the Company don’t use this type of
transactions.
6.1 IFRS Sustainability Disclosure Standards
In June 2023, the International Sustainability Standards Board (ISSB) released its first two sustainability disclosure standards:
•
•
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information(General Requirements standard): this standard
requires an entity to disclose information about all sustainability-related risks and opportunities that could reasonably be expected to affect the
entity’s cash flows, its access to finance or cost of capital over the short, medium or long term.
IFRS S2 Climate-related Disclosures: the objective of this standard is to require an entity to disclose information about its climate-related risks and
opportunities that is useful to users of general purpose financial reports in making decisions relating to providing resources to the entity. IFRS S2
applies to climate-related risks to which the entity is exposed, which are:
i.
climate-related physical risks; and
ii.
climate-related transition risks; and
iii. climate-related opportunities available to the entity.
This standard is effective for annual reporting periods beginning on or after 1 January 2024 with earlier application permitted as long as IFRS S1 General
Requirements for Disclosure of Sustainability-related Financial Information is also applied.
These ISSB standards are not mandatory on a global scale, rather they provide a tool for individual jurisdictions to implement mandatory reporting as required.
The Company is currently engaged with specialists to assist them with applying the new standards.
F-32
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
7. Revenue from contract with customers
7.1 Revenue disaggregation
Operating revenues are comprised of passenger revenues, cargo and mail, and other operating revenues. The following table shows disaggregated operating
revenues for the years ended as December 31, 2023, 2022 and 2021.
Passenger revenue
Passenger revenue
Miles redeemed
Cargo and mail revenue
Other operating revenue
Frequent flyer program - marketing services
Other operating revenue
2023
2022
2021
$
3,263,764 $
52,597
3,316,361
97,105
37,930
5,608
43,538
2,793,420 $
31,299
2,824,719
101,765
28,396
10,153
38,549
1,388,089
24,301
1,412,390
71,577
18,897
7,067
25,964
$
3,457,004 $
2,965,033 $
1,509,931
7.2 Contract balances
The significant contract liabilities are comprised of ticket sales for transportation that has not yet been provided, recorded as “Air traffic liability” and outstanding
loyalty program miles that may be redeemed for future travel, recorded as “Frequent flyer deferred revenue”.
The table below presents the changes in air traffic liability:
Balance at beginning of year
Sales
Revenue recognition
Tax recognition
Reimbursements
Interline tickets
Other
Balance at end of year
2023
2022
$
651,805 $
3,722,763
(3,076,635)
(547,206)
(84,033)
(52,675)
(2,163)
$
611,856 $
557,331
3,320,260
(2,623,256)
(450,541)
(105,508)
(52,496)
6,015
651,805
The contract duration of passenger tickets is one year. Accordingly, any revenue associated with tickets sold for future travel dates will be recognized within
twelve months.
F-33
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The table below presents the activity of the current and non-current frequent flyer liability:
Balance at beginning of year
Deferred of revenue
Recognition of revenue
Balance at end of year
Current
Non-current
2023
2022
$
$
$
111,526 $
65,887
(52,597)
124,816 $
55,062
69,754
124,816 $
95,114
47,711
(31,299)
111,526
55,292
56,234
111,526
Contract assets are reflected as accounts receivable. See note 10.
7.3 Segment reporting
The Company’s business activities are conducted as one operating segment – Air transportation (that includes cargo and mail revenue), the reporting results of
which are regularly reviewed by management for purposes of analyzing its performance and making decisions about resource allocations. Information concerning
operating revenue by geographic area for the period ended December 31 is as follows:
North America
South America
Central America
Caribbean
2023
2022
2021
1,328,504 $
1,233,362
796,679
54,921
3,413,466 $
957,730 $
1,094,450
819,534
54,770
428,457
557,827
475,590
22,093
2,926,484 $
1,483,967
$
$
The Company attributes revenue to the geographic areas based on point of sales. Our tangible assets and capital expenditures consist primarily of flight and
related ground support equipment, which is mobile across geographic markets and, therefore, has not been allocated.
8. Cash and cash equivalents
Checking and saving accounts
Time deposit
Cash on hand
2023
2022
$
$
151,146 $
55,000
229
206,375 $
122,184
—
240
122,424
Cash at checking and saving accounts, earned interest based on rates determined by the banks in which the instruments are held.
As of December 31, 2023, the cash and cash equivalents disclosed above and in the consolidated statement of cash flows include $1.4 million (2022: $7.3 million)
that the Company has pledged from its checking and saving accounts to fulfill collateral requirements.
As of December 31, 2023 and 2022, except for the cash pledged to fulfill collateral requirement, the Company’s cash and cash equivalents are free of restriction or
charges that could limit its availability.
F-34
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
9. Investments
Investment at amortised cost
Time deposits
Bonds
$
Allowance for expected credit losses
Investment at fair value through
profit or loss
Investment funds
Current
Non Current
Total
Current
Non Current
Total
2023
2022
314,495 $
293,311
607,806
(1,060)
606,746
100,000 $
160,132
260,132
(1,198)
258,934
414,495 $
453,443
867,938
(2,258)
865,680
432,750 $
286,203
718,953
(2,104)
716,849
65,000 $
137,907
202,907
(851)
202,056
497,750
424,110
921,860
(2,955)
918,905
102,063
—
102,063
95,474
—
95,474
$
708,809 $
258,934 $
967,743 $
812,323 $
202,056 $
1,014,379
Investments at amortised cost include time deposits, and bonds which include, zero coupon bonds and listed corporate bonds. All of the investments are
denominated in U.S. dollar, as a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to
maturity.
Time deposits earned interest based on rates determined by the banks in which the instruments are held. The use of these instruments before its maturity date
depends on the cash requirements of the Company.
As of December 31, 2023, the Company has pledged $6.5 million of its time deposits in order to fulfil the collateral requirements for some lease and airport
contracts.
Listed corporate bonds, have interest rates ranging between 1.00% and 5.70% (2022: between 0.40% and 5.25%).
The information about the expected credit loss over these financial assets is disclosed in note 28.3
Investments at fair value through profit or loss (“FVPL”) include investments in listed equity shares of an investment fund. Fair values of these equity shares are
determined by reference to published price quotations in an active market. During 2023, the Company recognized a net unrealized profit on instruments at FVPL
of $6.3 million (2022: $4.2 million net loss) recorded under “Other net non-operating income (expense)” in the accompanying consolidated statement of profit or
loss.
For information about the methods and assumptions used in determining fair value see 28.6.
10. Accounts receivable
Credit cards
Clearing house
Airlines
Cargo and courier
Agencies
Government
Account receivables from related parties
Other
Allowance for expected credit losses
2023
2022
$
86,673 $
27,873
3,904
9,204
2,628
8,799
2,527
20,936
162,544
(3,297)
$
159,247 $
75,274
32,278
2,180
9,023
4,090
6,446
2,168
13,814
145,273
(7,690)
137,583
F-35
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Trade receivables are non-interest bearing and have maturities between 30 to 90 days.
See detail of trade receivables from related parties in note 23.
The category “Other” mainly includes receivables from miles’ partners and employees accounts.
The change in the allowance for expected credit losses in respect of accounts receivable during the year was as follows.
Balance at beginning of years
Additions /(Reversal)
Write-off
Balance at end of year
The information about the credit exposures is disclosed in note 28.3.
11. Expendable parts and supplies
2023
2022
2021
$
$
(7,690) $
(496)
4,889
(3,297) $
(7,565) $
(765)
640
(7,690) $
(6,483)
(1,421)
339
(7,565)
Expendable parts and supplies are mainly related to maintenance and repair of flight equipment, and are carried at the lower of the average acquisition cost or
replacement cost.
Material for repair and maintenance
Other inventories
Allowance for obsolescence
2023
2022
$
$
111,938 $
4,768
116,706
(102)
116,604 $
88,276
5,158
93,434
(102)
93,332
Expendable parts and supplies recognized when used as an expense in the accompanying consolidated statement of profit or loss under “Maintenance, materials
and repairs” amount to $34.7 million, (2022: $25.4 million and, 2021: $22.0 million).
12. Prepaid expenses
Prepaid taxes
Prepaid commissions
Prepaid insurance
Prepaid to supplier
Current
Non-current
2023
2022
$
$
$
20,521 $
3,489
416
29,842
54,268 $
44,635
9,633
54,268 $
25,385
3,936
446
30,325
60,092
52,322
7,770
60,092
The current portion of prepaid taxes amounts to $10.9 million and mainly includes tax advance of VAT, and withholdings taxes (2022: $9.2 million). The non-
current portion of prepaid expenses mainly include tax credits for $9.6 million (2022: $7.7 million).
Prepaid to supplier mainly includes operating expenses related to aircraft rent, fuel and maintenance services.
F-36
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
13. Property and equipment
Land
Flight
equipment
Purchase
deposits for
flight
equipment
Ramp and
miscellaneous
Furniture,
fixtures,
equipment
and other
Leasehold
improvements
Construction
in progress
Total
Cost -
Balance at January 1, 2021
$
6,301 $
2,538,774 $
407,814 $
56,613 $
32,796 $
67,459 $
6,165 $
3,115,922
Transfer of pre-delivery payments
Additions
Disposals
Reclassifications
Reclassifications from assets held for
sale
Balance at December 31, 2021
Transfer of pre-delivery payments
Additions
Disposals
Reclassifications
Balance at December 31, 2022
Transfer of pre-delivery payments
Additions
Disposals
Reclassifications
Balance at December 31, 2023
Accumulated depreciation and
impairment -
Balance at January 1, 2021
Depreciation for the year
Disposals
Balance at December 31, 2021
Depreciation for the year
Disposals
Balance at December 31, 2022
Depreciation for the year
Disposals
Balance at December 31, 2023
Carrying amounts -
At December 31, 2021
At December 31, 2022
At December 31, 2023
Flight equipment
—
—
—
—
—
284,170
75,080
(36,351)
1,028
62,875
(284,170)
347,010
—
5,600
—
—
525
(3,576)
—
—
—
1,114
(140)
135
—
—
290
(3,139)
657
—
—
11,296
—
(1,877)
—
435,315
(43,206)
5,543
—
62,875
$
6,301 $
2,925,576 $
476,254 $
53,562 $
33,905 $
65,267 $
15,584 $
3,576,449
—
—
—
—
50,977
228,908
(46,121)
8,179
(50,977)
383,176
—
(76,200)
—
2,903
(1,395)
—
—
3,318
(4,265)
—
—
3,291
(164)
5,873
—
882
(29)
(14,052)
—
622,478
(51,974)
(76,200)
$
6,301 $
3,167,519 $
732,253 $
55,070 $
32,958 $
74,267 $
2,385 $
4,070,753
—
—
—
—
211,703
373,983
(56,979)
(549)
(211,703)
205,030
—
(25,400)
—
3,993
(427)
—
—
3,760
(1,476)
—
—
1,991
(897)
617
—
9,302
—
(68)
—
598,059
(59,779)
(25,400)
$
6,301 $
3,695,677 $
700,180 $
58,636 $
35,242 $
75,978 $
11,619 $
4,583,633
$
$
$
$
$
$
$
— $
(849,487) $
— $
(46,702) $
(30,461) $
(41,782) $
—
—
(127,432)
34,893
—
—
(2,576)
3,501
(1,639)
137
(4,696)
2,503
(4) $
—
—
(968,436)
(136,343)
41,034
— $
(942,026) $
— $
(45,777) $
(31,963) $
(43,975) $
(4) $
(1,063,745)
—
—
(163,674)
42,631
—
—
(2,392)
1,366
(1,354)
4,265
(4,490)
164
—
—
(171,910)
48,426
— $
(1,063,069) $
— $
(46,803) $
(29,052) $
(48,301) $
(4) $
(1,187,229)
—
—
(200,851)
49,382
—
—
(2,546)
398
(2,190)
1,470
(4,320)
885
—
—
(209,907)
52,135
— $
(1,214,538) $
— $
(48,951) $
(29,772) $
(51,736) $
(4) $
(1,345,001)
6,301 $
1,983,550 $
476,254 $
6,301 $
2,104,450 $
732,253 $
6,301 $
2,481,139 $
700,180 $
7,785 $
8,267 $
9,685 $
1,942 $
3,906 $
5,470 $
21,292 $
25,966 $
24,242 $
15,580 $
2,512,704
2,381 $
2,883,524
11,615 $
3,238,632
Flight equipment includes aircraft, engines, aircraft components, and major maintenance of own and leased aircraft.
During 2023, the Company capitalized 8 Boeing 737 MAX aircraft. The Company acquired these aircraft with financing through a Japanese Operating Leases
with Call Options (“JOLCOs”) which are a form financing obtained from Japanese lenders. Under IFRS, these transactions are considered a purchase and are
accounted for as an element of Property and equipment. These arrangements establish semi-annually payments of obligations and have a term of 12 years.
During 2022, the Company capitalized 3 Boeing 737 MAX aircraft. The Company acquired these aircraft through financing from the Export-Import Bank of the
United States (the “EXIM Bank”). These arrangements establish quarterly payments of obligations, and have a term of 12 years.
F-37
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
In March 2022, the newly converted freighter aircraft, the Boeing 737-800 BCF (Boeing Converted Freighter) with a capacity of 21.70 tons per flight, began
operations. The conversion is depreciated over the lesser of 10.0 years or remaining useful life of the aircraft.
Aircraft with a carrying value of $1.5 billion (includes new acquired aircraft) are pledged as collateral for the obligation of the special purpose entities as of
December 31, 2023 (2022: $1.5 billion).
On 26 September 2022, one of the Company’s Boeing 737-800 aircraft came off the runway while landing at Tocumen International Airport in Panama. During
2023, the Company completed the repair of the aircraft and its engines under the Company’s insurance policy. As of December 31, 2023, the Company has
recognized an asset from reimbursement within other current assets in the consolidated statement of financial position of $11.5 million. (see note 17).
No impairment indicators were identified in 2023 and 2022 in the property and equipment.
Purchase deposits for flight equipment
Purchase deposits for flight equipment correspond to the future purchase of MAX aircraft and engines (see note 27).
As of December 31, 2023, the additions for $200.2 million include $200.0 million of advance payments paid on aircraft purchase contracts made during 2023
(2022: the additions for $383.2 million include $377.7 million of advance payments paid on aircraft purchase contracts).
Other property and equipment
As of December 31, 2023 and 2022 construction in progress mainly includes remodeling projects for airport facilities and offices. As of December 31, 2021,
construction in progress mainly includes the construction of the new VIP lounge in the Terminal 2 of Tocumen International Airport and other remodeling projects
for airport facilities and offices.
During 2023, the Company capitalized under “Leasehold improvements” $0.6 million in other remodeling projects for airport facilities and offices.
During 2022, the Company capitalized under “Leasehold improvements” $5.2 million to the new VIP lounge in Terminal 2 of Tocumen International Airport and
other remodeling projects for Terminal facilities and offices.
Reclassification from assets held for sale
Boeing 737-700 fleet
In August 2020, motivated by the decrease in demand as a consequence of Covid-19, the Board of Directors of the Company approved the plan to sell fourteen
aircraft Boeing 737-700. As of December 31, 2020, this decision resulted in impairment losses of $191.2 million.
In 2021, the Company signed an agreement for the sale of three Boeing 737-700 and four spare engines. As of December 31, 2021, the Company completed the
sale of the assets according to the sales plan, no significant additional gain or loss was recognized on the sale.
During 2022, due to an increase in demand in the region, the Board of Directors approved to keep the remaining eleven Boeing 737-700 for a period of three
years. The Company reclassified these aircraft to property and equipment since the classification as assets held for sale was no longer met, and proceeded to
measure the aircraft at its fair value less cost of disposal determined considering sales contracts.
This reclassification resulted in reversal of impairment losses of $5.4 million, which were included under “Impairment of non-financial assets” in the
accompanying consolidated statement of profit or loss.
During 2022, the Company sold 2 Boeing 737-700 airframes, no significant additional gain or loss was recognized on the sale.
14. Leases
The Company as a lessee
F-38
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The Company leases some aircraft under long-term lease agreements with an average duration of 13 years. Aircraft under operating leases may be renewed in
accordance with management’s business plan.
Other leased assets include real estate, airport and terminal facilities, sales offices, maintenance facilities, and general offices. Most lease agreements include
renewal options; a few have escalation clauses, but no purchase options.
Information about leases for which the Company is a lessee is presented below:
Right of use assets
Balance at January 1, 2021
Additions
Depreciation expense
Balance at December 31, 2021
Additions
Depreciation expense
Balance at December 31, 2022
Additions
Depreciation expense
Balance at December 31, 2023
Aircraft
Real estate
Total
$
$
$
$
192,361 $
29,157
(73,687)
147,831 $
132,122
(69,167)
210,786 $
120,747
(70,622)
260,911 $
21,918 $
1,085
(4,506)
18,497 $
10,069
(4,972)
23,594 $
1,960
(5,319)
20,235 $
214,279
30,242
(78,193)
166,328
142,191
(74,139)
234,380
122,707
(75,941)
281,146
Additions to the right-of-use assets include new leases, contract extensions, changes in discount rate and changes in rental payments.
During 2023, the Company entered into lease transactions with third parties, for 1 new Boeing 737 MAX 9 aircraft for approximately 8 years (2022: 3 new
Boeing 737 MAX 9).
Lease liabilities
Current portion of lease liability
Aircraft
Real estate
Long-term lease liability
Aircraft
Real estate
2023
2022
$
$
$
$
$
62,234 $
6,070
68,304 $
196,873 $
18,480
215,353 $
283,657 $
74,906
5,178
80,084
135,609
22,680
158,289
238,373
For leases under IFRS 16 the Company recognizes a provision to estimate the costs for work required to be performed just before the redelivery of the aircraft to
the lessors and which does not depend on the aircraft utilization. This provision is booked as a dismantling provision cost under “long term liabilities” in the
consolidated statement of financial position. As of December 31, 2023 the total liability related to leases including the provision of dismantling amounts to $310.8
million (2022: $266.4 million).
The Company had total cash outflows for leases of $92.2 million the year ended as December 31, 2023 (2022: $85.6 million ).
As of December 31, 2023 the average incremental borrowing rate of leased aircraft is 4.6% (2022: 3.6%).
The maturity analysis of lease liabilities is disclosed in note 28.5.
F-39
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Amounts recognized in the consolidated statement of profit or loss related to leases:
Depreciation and amortization
Depreciation expense of right of use assets
Other operating and administrative expenses
Short-term leases
Leases of low-value assets
Variable lease payments not include in the measurement of lease liabilities
Variable lease payments by rental concessions received
Finance cost
Interest expense on lease liability
Unwinding of discount and changes in the discount rate
2023
2022
2021
75,941 $
74,139 $
78,193
12,310 $
425
2,895
—
15,630 $
12,173 $
1,106
13,279 $
104,850 $
9,530 $
377
3,222
—
13,129 $
6,626 $
819
7,445 $
94,713 $
440
279
1,352
(1,295)
776
6,806
762
7,568
86,537
$
$
$
$
$
$
Some property leases contain variable payment terms that are linked to the number of passengers or employees using the areas. Additionally, some aircraft leases
contain variable payment terms that depend on the aircraft’s flight hours.
The unwinding of discount and changes in the discount rate over leased aircraft correspond to the interest expenses of the discounted dismantling provision.
As of December 31, 2023 and 2022, the Company did not receive concessions as a direct consequence of the Covid-19 pandemic. As of December 31, 2021, the
Company received rent concessions occurred as a direct consequence of the Covid-19 pandemic only for its real estate leases, and applied the practical expedient,
accounting the concession in the form of forgiveness or deferral of lease payments, as a negative variable lease payment to the concessions.
The Company as a lessor
From June 2015 to August 2022, the Company leased two aircraft Boeing 737-700, as part of the strategy of fleet management, in order to optimize the use of
aircraft in relation to the routes scheduled for those years. Both leases expired during 2022 and both aircraft airframes were sold to third parties.
Total lease income amounts to $1.7 million for the period ended December 31, 2022 (2021: $3.0 million), and is included under “Other operating revenue” in the
accompanying consolidated statement of profit or loss.
15. Net defined benefit assets (liability)
F-40
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Fair value of plan assets
Defined benefit obligation
Other employee benefits
Net defined benefit asset
2023
2022
$
$
$
37,159 $
(31,440)
(373)
(31,813) $
5,346 $
31,197
(30,332)
(361)
(30,693)
504
In accordance with Panamanian law, the Company contributes to the following defined benefit plans:
Seniority premium plan: is a contingent liability that companies must pay to their employees according to article 224 of Panama’s Labor Code according to the
following:
Eligibility:
Benefit:
Salary:
Payment:
All employees
One week of salary per years of service
Average of the 5 prior years of the monthly base salary
Lump sum
The actuarial liability is recognized for the legal obligation under the formal terms of the plan, and for the implied projections as required under IAS 19R. These
actuarial projections do not constitute a legal obligation for the Company.
Indemnity plan: According to paragraph 225 of Panama’s Labor Code, in the case of unjustified dismissal the employee is entitled to an Indemnity Plan depending
on their weekly salary and seniority. However, this benefit does not constitute a constructive obligation for the Company as described in paragraphs 61 and 62 of
IAS19, therefore there is no obligation calculated for this benefit.
The following table summarizes the components of net benefit expense included under “Wages, salaries, benefits and other employees’ expenses” in the
accompanying consolidated statement of profit or loss:
Year ended December 31,2023
Current service cost
Interest cost on net benefit obligation
Past service cost
Net periodic benefit cost (income)
Year ended December 31,2022
Current service cost
Interest cost on net benefit obligation
Past service cost
Net periodic benefit cost (income)
Year ended December 31,2021
Current service cost
Interest cost on net benefit obligation
Past service cost
Net periodic benefit cost (income)
Defined benefit
obligation
Fair value of
assets
Defined benefit
assets (liability)
2,725 $
1,715
13
4,453 $
— $
(1,641)
—
(1,641) $
2,725
74
13
2,812
Defined benefit
obligation
Fair value of
assets
Defined benefit
assets (liability)
2,860 $
972
16
3,848 $
— $
(722)
—
(722) $
2,860
250
16
3,126
Defined benefit
obligation
Fair value of
assets
Defined benefit
assets (liability)
3,272
721
191
—
(472)
—
4,184 $
(472) $
3,272
249
191
3,712
$
$
$
$
F-41
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The following table shows reconciliation from the opening balance to the closing balances for net employee defined benefit liabilities and its components:
Defined benefit
obligation
Fair value of
assets
Other employee
benefits liability
Net defined
benefit
assets
(liability)
At January 1, 2021
Current service cost
Interest (cost) income
Past service cost
Curtailment / Settlement
Return on plan assets
Experience gain (loss)
Actuarial changes arising from changes in financial
assumptions
Employer contributions
Benefits paid
Adjustments
Others
As of December 31, 2021
Current service cost
Interest (cost) income
Past service cost
Return on plan assets
Experience gain (loss)
Actuarial changes arising from changes in financial
assumptions
Employer contributions
Benefits paid
Others
As of December 31, 2022
Current service cost
Interest (cost) income
Past service cost
Return on plan assets
Experience gain (loss)
Actuarial changes arising from changes in financial
assumptions
Employer contributions
Benefits paid
Others
As of December 31, 2023
$
$
$
(39,466) $
(3,272)
(721)
(191)
—
—
602
4,411
—
1,622
2,422
—
(34,593) $
(2,860)
(972)
(16)
—
(3,959)
10,874
—
1,194
—
(30,332) $
(2,725)
(1,715)
(13)
—
80
2,295
—
970
—
25,783 $
—
472
—
—
416
—
—
2,565
(1,102)
—
(721)
27,413 $
—
722
—
172
—
—
3,911
(869)
(152)
31,197 $
—
1,641
—
(251)
—
—
4,572
—
—
(649) $
—
—
—
—
—
—
—
—
—
—
159
(490) $
—
—
—
—
—
—
—
129
(361) $
—
—
—
—
—
—
—
(12)
$
(31,440) $
37,159 $
(373) $
(14,332)
(3,272)
(249)
(191)
—
416
602
4,411
2,565
520
2,422
(562)
(7,670)
(2,860)
(250)
(16)
172
(3,959)
10,874
3,911
325
(23)
504
(2,725)
(74)
(13)
(251)
80
2,295
4,572
970
(12)
5,346
As of December 31, 2023, and 2022, plan assets are comprised totally by fixed term deposits.
For the year ended December 31, 2023, actuarial gain of $2.1 million, (2022: actuarial gain of $7.2 million and 2021: actuarial loss of $5.4 million) were
recognized in other comprehensive income.
F-42
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
During 2023 and 2022, the Company did not retire interest earned of the fund.
The following were the principal actuarial assumptions at the reporting date:
Economic assumptions -
Discount rate
Compensation - salary increase
Demographic assumptions -
Mortality
Termination
Retirement
Males
Females
2023
6.7%
4.0%
2022
5.9%
4.0%
2021
2.9%
4.0%
Panama expirence
2003 SoA pension plan
62 years
57 years
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the
defined benefit obligation by the amount shown below:
Discount rate (0.5% movement)
$
1,296 $
(1,400) $
1,338 $
(1,451) $
1,876 $
(2,056)
December, 31 2023
December, 31 2022
December, 31 2021
Increase
Decrease
Increase
Decrease
Increase
Decrease
The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable
changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all
other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in
assumptions would occur in isolation from one another.
The following payments are expected contributions to the defined benefit plan in future years:
Up to one year
One to five years
Over five years
Total expected payments
2023
2022
$
$
3,313 $
11,873
18,878
34,064 $
2,532
10,989
16,847
30,368
The average duration of the defined benefit plan obligation at the end of the reporting period is 8.3 years.
F-43
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
16. Intangibles
Cost -
Balance at January 1, 2021
Additions
Reclassifications
Balance at December 31, 2021
Additions
Disposals
Reclassifications
Balance at December 31, 2022
Additions
Disposals
Reclassifications
Balance at December 31, 2023
Accumulated amortization and impairment—
Balance at January 1, 2021
Amortization for the year
Balance at December 31, 2021
Amortization for the year
Disposals
Balance at December 31, 2022
Amortization for the year
Disposals
Balance at December 31, 2023
Carrying amounts -
At December 31, 2021
At December 31, 2022
At December 31, 2023
Goodwill
Goodwill
Other intangibles assets
License and
software rights
Intangible
in process
Total
20,380 $
—
—
20,380 $
—
—
—
20,380 $
—
—
—
20,380 $
— $
—
— $
—
—
— $
—
—
— $
20,380 $
20,380 $
20,380 $
156,008 $
1,694
14,495
172,197 $
2,899
(29,214)
9,594
155,476 $
6,059
—
13,530
175,065 $
(95,800) $
(25,410)
(121,210) $
(21,655)
29,214
(113,651) $
(20,266)
—
(133,917) $
50,987 $
41,825 $
41,148 $
16,000 $
9,897
(14,495)
11,402 $
15,562
—
(9,594)
17,370 $
23,638
—
(13,530)
27,478 $
(1,020) $
—
(1,020) $
—
—
(1,020) $
—
—
(1,020) $
10,382 $
16,350 $
26,458 $
192,388
11,591
—
203,979
18,461
(29,214)
—
193,226
29,697
—
—
222,923
(96,820)
(25,410)
(122,230)
(21,655)
29,214
(114,671)
(20,266)
—
(134,937)
81,749
78,555
87,986
$
$
$
$
$
$
$
$
$
$
$
For impairment testing, goodwill acquired through business combinations is allocated to the air transportation CGU which is also the operating and reportable
segment of the Company. Goodwill is tested for impairment annually at August, 31 and when circumstances indicate that the carrying value may be impaired.
The recoverable amount of the CGU of $6.2 billion (2022: $5.1 billion) has been determined based on a value in use calculation using cash flow projections from
financial budgets approved by senior management covering a five-year period. The pre-tax discount rate applied to cash flow projections is 15.8% (2022: 13.8%)
and the cash flows beyond the five-year period are extrapolated using a 3.0% (2022: 3.0%) growth rate. It was concluded that no impairment charge is necessary
since the estimated recoverable amount of the CGU exceed its carrying value.
The calculations of value in use of the CGU are sensitive to the following main assumptions:
•
Revenue – the Company calculated the projected passenger revenue based on the current beliefs, expectations, and projections about future events
and financial trends affecting its business.
F-44
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
•
•
Cash flows – determination of the terminal value is based on the present value of the Company’s cash flows in perpetuity. When estimating the cash
flows for use in the residual value calculation, it is essential to clearly define the normalized cash flows level, the appropriate discount rate for the
degree of risk inherent in that return stream, and a constant future growth rate for the related cash flows. To estimate the value, the Gordon Growth
Model was used.
Discount rates – The selected pre-tax rate of 15.8% represents the current market assessment of the risks specific to the CGU, taking into
consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The
discount rate calculation is based on the specific circumstances of the Company and its operating segment and is derived from its pre-tax weighted
average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on
investment by the Company’s investors. The cost of debt is based on the interest-bearing borrowings the Company is obliged to service. Segment-
specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data.
A rise in the discount rate to 26.4% (i.e., +10.6%) would result in an impairment.
Other intangible assets
Intangible assets in process
Intangible assets in process as of December 31, 2023 and 2022 mainly comprise the development of sales, revenues and operational systems and improvements.
During 2023, the Company capitalized $13.5 million (2022: $9.6 million) on sales and revenue systems.
17. Other assets
Current -
Interest receivable
Other
Non-current -
Guarantee deposits
Deposits for litigation
Other
2023
2022
18,037 $
14,190
32,227
4,605
9,231
3,212
17,048
49,275 $
10,554
6,489
17,043
5,493
8,300
3,212
17,005
34,048
$
$
Guarantee deposits are mainly amounts paid to suppliers, as required at the inception of the agreements.
Deposit for litigation is cash deposited into the escrow account until the related dispute is settled (see note 21).
F-45
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
18. Loans and borrowings
Long term fixed rate debt
Long term variable rate debt
Current maturities
Loans and borrowings long-term
Long-term fixed rate debt
Long-term variable rate debt
Senior convertible notes
Current maturities
Loans and borrowings long-term
Due
through
2034
2033
Due
through
2034
2029
2025
2023
Effective rates
ranged
1.73% to 3.99%
6.53% to 6.86%
2022
Effective rates
ranged
1.73% to 3.95%
4.97% to 6.35%
14.68%
Carrying
Amount
1,039,821
422,870
1,462,691
(222,430)
1,240,261
Carrying
Amount
983,138
191,132
270,033
1,444,303
(142,484)
1,301,819
$
$
Maturities of the loans and borrowings for the next five years are as follows:
2024
2025
2026
2027
2028
Thereafter
222,430
227,628
120,522
128,653
211,853
551,605
$
1,462,691
Senior convertible notes
In April 2020, the Company issued Senior Convertible Notes (“notes”) in the total principal amount of $350.0 million maturing on April 15, 2025, in a private
offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The notes were senior, unsecured obligations of the Company and were accrued interest at a rate of 4.50% per annum, payable semi-annually in arrears on April
15 and October 15 of each year.
Noteholders had the right to convert their notes only upon the occurrence of certain events. From and after October 15, 2024, noteholders could convert their
notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company would have
settled conversions by paying or delivering, as applicable, cash, shares of their Class A common stock or a combination of cash and shares of their Class A
common stock, at the Company’s election. The initial conversion rate was 19.3564 shares per $1,000 principal amount of notes, which represents an initial
conversion price of approximately $51.66 per share of Class A common stock subject to adjustment upon the occurrence of certain events.
F-46
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The net proceeds from the offering, after deducting the initial purchasers’ discounts, commissions and other transaction costs is as follows:
Date
April 30, 2020
Nominal issue
Cost assigned to
the debt host
liability
Net funding
$
350,000 $
(7,102) $
342,898
The Company used the net proceeds from the offering for general corporate purposes.
The notes were redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after April 17, 2023 and on or before
the 40 days scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock
exceeds 130% of the conversion price for a specified period of time.
On July 14, 2023, the Company exercised its option, an announced it would redeem all of its outstanding Notes due 2025 on September 18, 2023 at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest up to, but excluding, the redemption date. The Notes could be
converted at any time before 5:00 p.m., New York City time, on September 15, 2023, which was the business day immediately before the redemption date, in
accordance with and subject to the terms of the Indenture governing the notes, dated as of April 30, 2020.
The Company, determined that the Notes surrendered for conversion would be settled in cash up to the principal amount of the Notes surrendered for conversion
and shares of Company’s common stock for the remainder of the conversion obligation, in excess of the principal amount in accordance with the terms of the
Indenture.
The sending of the notice of redemption was a make-whole fundamental change under the Indenture, and therefore the conversion rate was increased for all
conversions of Notes to 20.1603 shares of Company’s common stock per $1,000.0 principal amount of Notes.
Since the Company’s initial announcement of the redemption on July 14, 2023, holders of $349.0 million aggregate principal amount of Note converted their
notes in accordance with the terms of the Notes. Outstanding Notes in the aggregate principal amount of $1.0 million that had not been converted by holders
thereof were redeemed at a price equal to 100% of the principal amount of each Note called for redemption, payable in cash, plus accrued and unpaid interest on
such Note to, but excluding, September 18, 2023 for such Note. The Notes that were converted were settled for $349.0 million in cash, plus approximately
3.7 million shares, reissued from the Company’s treasury shares (see on note 24).
The exercise of the call option, resulted in a remeasured of the amortized cost of the liability component to reflect the new settlement date by recomputing the
effective interest rate of the instrument. The Company recognized $87.9 million for this remeasure under “finance cost” in the consolidated statement of profit or
loss. The component corresponding to the conversion feature of the notes was recorded as an embedded derivative under “Derivative financial instruments” in the
consolidated statement of financial position. The fair value of the embedded derivative at initial recognition on April 30, 2020 was $138.4 million
The impact of the embedded derivative on the consolidated statement of financial position and consolidated statement of profit or loss is, as follows:
Derivative financial instrument
$
— $
251,150 $
(98,347) $
17,189 $
(22,778)
Statement
of financial position
2023
2022
2023
Statement
of profit or loss
2022
2021
F-47
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The impact in the consolidated statement of profit or loss, for the change in the fair value of the embedded derivative is recognized as “Net change in fair value of
derivatives” in the consolidated statement of profit or loss(see note 28.6).
Long term debt and loan payable
As of December 31, 2023, long-term fixed rate debt included $623.2 million (2022: $516.5 million) and long-term variable debt included $422.9 million
corresponding to aircraft acquisitions using JOLCO arrangements (2022: $157.8 million).
As of December 31, 2023 the Company had $416.6 million (2022: $466.6 million) on long-term fixed rate debt of outstanding indebtedness that is owed to
financial institutions under financing arrangements guaranteed by the Export-Import Bank of the United States. The Export-Import Bank guarantees support 80%
—85% of the net purchase price of the aircraft and are secured with a first priority mortgage on the aircraft in favor of a security trustee on behalf of Export-
Import Bank.
The Company’s Export-Import Bank supported financings are amortized on a quarterly basis and, are denominated in U.S. dollars.
The detail of finance cost and income is as follows:
Finance income -
Interest income on short-term bank deposits
Interest income on investment
Finance cost -
Interests expense on bank loans
Interests expense on senior convertible notes
Interest on factoring
Interest expense on lease liabilities
Unwinding of discount and changes in the discount rate
Changes in liabilities arising from financing activities:
2023
2022
2021
$
$
$
$
1,541 $
48,667
50,208 $
(41,917) $
(87,862)
(3,315)
(13,279)
(11,843)
(158,216) $
954 $
17,076
18,030 $
(30,502) $
(42,403)
(5,393)
(7,445)
(1,888)
(87,631) $
211
10,638
10,849
(26,817)
(38,301)
(1,365)
(7,568)
(2,183)
(76,234)
Loans and borrowings
Lease liability
Total liabilities used in financing activities
Loans and borrowings
Lease liability
Total liabilities used in financing activities
2022
Cash flows
1,444,303 $
238,373
(73,945) $
(79,999)
1,682,676 $
(153,944) $
Non-cash movements
Foreign
exchange
movement
Leases
Other
2023
— $
448
448 $
— $
124,835
124,835 $
92,333 $
—
92,333 $
1,462,691
283,657
1,746,348
Non-cash movements
2021
Cash flows
Foreign
exchange
movement
Leases
Other
2022
1,425,633 $
178,651
(27,038) $
(79,017)
— $
— $
(275)
139,014
1,604,284 $
(106,055) $
(275) $
139,014 $
45,708 $
—
45,708 $
1,444,303
238,373
1,682,676
$
$
$
$
The column “Leases” includes the non-cash additions to ROU and lease liabilities.
F-48
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
For the year ended December 31, 2023 and 2022 the column “Other” includes the effect of accrued but not yet paid interest on loans and borrowings.
The Company classifies interest paid as cash flows from operating activities.
19. Trade, other payable and financial liabilities
Accounts payable
Accounts payable to related parties
Others
See details of the account due to related parties in note 23.
20. Accrued expenses payable
Accruals and estimations
Labor related provisions
Liability for social security contributions
Other
2023
2022
182,303 $
1,228
183,531
1,403
184,934 $
166,660
1,004
167,664
1,175
168,839
2023
2022
4,231 $
53,510
7,018
181
64,940 $
4,167
34,423
6,323
—
44,913
$
$
$
$
As of December 31, 2023 and 2022, accruals and estimations include the estimated balance of the current portion of the long-term provisions (see note 21).
Labor related provisions include a profit-sharing program for both management and non-management staff. For members of management, profit-sharing is based
on a combination of the Company’s performance as a whole and the achievement of individual goals. Profit-sharing for non-management employees is based
solely on the Company’s performance. The accrual at year-end represents the amount expensed for the current year, which is expected to be settled within 12
months.
21. Other long – Term liabilities
Provision
for litigations
Provision for
return condition
Dismantling
provision
Other long-term
liabilities
Total
Balance at January 1, 2022
Increases
Used
Adjustment
Effect of movements in exchange rates
Unused amounts reversed
Unwinding of discount and changes in the discount
rate
Balance at December 31, 2023
Current
Non-current
$
$
$
9,907 $
561
(282)
—
909
(961)
174,269 $
18,741
—
(13,262)
—
—
—
11,843
10,134 $
191,591 $
—
10,134
—
191,591
28,056 $
715
—
(2,755)
—
—
1,106
27,122 $
—
27,122
12,553 $
1,606
(4,301)
—
—
—
—
9,858 $
4,231
5,627
10,134 $
191,591 $
27,122 $
9,858 $
224,785
21,623
(4,583)
(16,017)
909
(961)
12,949
238,705
4,231
234,474
238,705
F-49
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Provision for litigation
Provisions for litigation in process and expected payments related to labor legal cases.
The Company is the plaintiff in an action in October 2003 against Empresa Brasileira de Infraestrutura Aeroportuária (“INFRAERO”), Brazil’s airport operator, in
regards to the legality of the Additional Airport Tariffs (Adicional das Tarifas Aeroportuárias, or ATAERO), which is a 50% surcharge imposed on all airlines
which fly to Brazil. Similar suits have been filed against INFRAERO by other major airline carriers. In this case, the court of first a second instance ruled in favor
of INFRAERO. The Company has paid the amounts due into an escrow account and as of December 31, 2023, the aggregate amount in such account totaled $8.4
million (2022: $8.2 million).
During 2024, the Company could be required to release the escrowed fund to INFRAERO once the company receives the formal final notification from the judge
and confirmation of the amount. The Company does not, however, expect the release of such amounts could have a material impact on its financial results since
these amounts already had been expensed.
Provision for return condition
For operating leases, the Company is contractually obliged to return aircraft in an agreed-upon condition. The Company accrues for return conditions related to
aircraft held under operating leases throughout the duration of the lease. The Company does not plan to return aircraft in 2024.
During 2023, the Company adjusted $13.3 million of its provision for return condition due to renewals of aircraft contracts.
Dismantling provision
For leases under IFRS 16 the Company recognizes a dismantling provision to estimate the costs for work required to be performed just before the redelivery of the
aircraft to the lessors and which does not depend of the aircraft utilization.
Other long-term liabilities
Other long-term liabilities include principally the provision for maintenance which mainly include the accrual of formal agreements with third parties for
operational maintenance events. The cost of these agreements is billed by power by the hour and charged to the consolidated statement of profit or loss. As of
December 31, 2023, the provision for maintenance amounts to $6.5 million (2022: $9.2 million) and the Company has presented the estimated balance of the
current portion of this provision as “Accrued expenses payable” in the consolidated statement of financial position (see note 20).
Other long-term liabilities also include the provision for the non-compete agreement created for payment to senior management related to covenants not to
compete with the Company in the future (relative to the $3.0 million trust fund). This provision is accounted for as “Other long-term employee benefits” under
IAS 19R Employee benefits. The accrued amount is revalued annually using the projected benefit method as required by IAS 19R (see note 23 - Compensation of
key management personnel).
22. Income taxes
Current taxes expense -
Current period
Adjustment for prior period
Deferred taxes expenses -
Origination and reversal of temporary differences
Total income tax
2023
2022
2021
$
$
$
(76,630) $
18
(76,612) $
(20,393)
(97,005) $
(45,561) $
626
(44,935) $
4,759
(40,176) $
(8,892)
2,397
(6,495)
(3,991)
(10,486)
As of December 31, 2023, the Panamanian subsidiaries calculated income tax in accordance with the traditional method.
F-50
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
In accordance with current tax regulations in Panama, income tax returns are subject to review by the tax authorities for up to the last three (3) years, including the
ending period on December 31, 2023.
During the year 2023 and 2022, deferred tax expected to reverse in the next year, has been measured using the effective rate applying for Copa Airlines (25%) and
AeroRepública (35%).
The balances of deferred taxes are as follows:
Deferred tax liabilities
Maintenance deposits
Prepaid dividend tax
Property and equipment
Right of use assets
Other
Set off tax
Deferred tax assets
Provision for return conditions
Air traffic liability
Lease Liability
Other provisions
Tax loss
Set off tax
Statement
of financial position
2023
2022
2023
Statement of
profit or loss
2022
2021
$
$
$
$
$
(5,972) $
(30,984)
389
(17,136)
(1,385)
18,719
(36,369) $
11,521 $
2,089
18,971
3,849
12,437
(18,719)
30,148 $
(6,221) $
(11,945) $
(5,801)
944
—
(1,738)
1,969
(16,571) $
9,807 $
2,686
—
1,946
18,273
(1,969)
30,743 $
14,172 $
(5,973) $
25,183
555
17,136
(353)
(16,750)
19,798 $
(1,714) $
597
(18,971)
(1,903)
5,836
16,750
595 $
20,393 $
(5,973) $
3,798
558
—
(141)
(453)
(2,211) $
(1,243) $
(224)
—
161
(1,695)
453
(2,548) $
(4,759) $
(5,973)
2,003
606
—
379
(423)
(3,408)
4,101
24
—
(1,485)
4,336
423
7,399
3,991
At December 31, 2023, the deferred tax assets include tax losses carried forward of $7.6 million in Copa Airlines and $4.8 million in AeroRepública (December
2022: $11.4 million and $6.9 million respectively). The Company has concluded that the deferred assets will be recoverable using the estimated future taxable
income based on the approved business plans for the subsidiary. Tax losses in Panama can be used for 5 years from the year the loss is incurred. The Company
started utilizing these losses in 2021 and plans to continue using them until 2025. The Company plans to use the tax losses of AeroRepública within the next year.
Reconciliation of the effective tax rate is as follows:
Net profit
Total income tax expense
Profit excluding income tax
Income taxes at Panamanian statutory rates
Stations - Taxable / Panama
Stations - Taxable / Non Panama
Stations - Non Taxable / Non Panama
Dividend tax
Over provided in prior periods
Provision for income taxes
Tax rate
2023
Tax rate
2022
Tax rate
2021
$
25.0 %
(10.2 %)
(0.7 %)
(1.1 %)
2.8 %
— %
15.9 % $
514,097
97,005
611,102
152,776
(62,113)
(4,414)
(6,483)
17,257
(18)
97,005
$
25.0 %
(16.8 %)
0.2 %
(2.3 %)
4.4 %
(0.1 %)
10.4 % $
348,054
40,176
388,230
97,057
(65,384)
945
(8,961)
17,145
(626)
40,176
$
25.0 %
15.4 %
10.3 %
(27.0 %)
— %
(4.4 %)
19.3 % $
43,844
10,486
54,330
13,583
8,379
5,605
(14,684)
—
(2,397)
10,486
F-51
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Global minimum tax
On 8 October 2021, 136 countries, including Panama, reached an agreement for a two-pillar approach to international tax reform. Amongst other things, Pillar
One proposes a reallocation of a proportion of tax to market jurisdictions, while the Pillar Two Global anti-Base Erosion rules (“GloBE Rules”) propose four new
taxing mechanisms under which multinational enterprises (“MNEs”) would pay a minimum level of tax (“Minimum Tax”): the Subject to Tax Rule is a tax treaty-
based rule that generally proposes a Minimum Tax on certain cross-border intercompany transactions that otherwise are not subject to a minimum level of tax; the
Income Inclusion Rule (“IIR”); the Under Taxed Payments Rule (“UTPR”); and the Qualified Domestic Minimum Top-up Tax (“QDMT”) generally propose a
Minimum Tax of 15% on the income arising in each jurisdiction in which an MNE operates.
Under IAS 12 Income Tax, a new tax law is effective when it is enacted or substantively enacted in a particular jurisdiction. The Company as MNE is monitoring
the regulatory developments in respect of (substantive) enactment of the GloBE Rules in all of the jurisdictions where its operates either through wholly- or
partially owned subsidiaries and, permanent establishments.
On December 18, 2023, Pillar Two legislation was enacted in Ireland, the jurisdiction in which the Company has special purpose vehicles that have a beneficial
interest in some of the aircraft of the Company's fleet. The income inclusion rule (IIR) and qualified domestic minimum top-up tax (QDMTT) provisions will
apply for fiscal years beginning on or after 31 December 2023. The undertaxed profits rule (UTPR) will apply for fiscal years beginning on or after 31 December
2024 and will come into effect from 1 January 2024.
Since the Pillar Two legislation was not effective at the reporting date, the Company has no related current tax exposure. The Company applies the exception to
recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in this amendments.
At the date when the financial statements were authorized for issue, no other of the jurisdictions in which the Company operates had enacted or substantively
enacted the tax legislation related to the top-up tax.
At December 31, 2023, the Company did not have sufficient information to determine the potential quantitative impact. The impact of changes in corporate tax
rates on the measurement of tax assets and liabilities depends on the nature and timing of the legislative changes in each country.
23. Accounts and transactions with related parties
Accounts receivable -
Banco General, S.A.
Panama Air Cargo Terminal
Accounts payable -
Assa Compañía de Seguros, S.A.
Desarrollos Inmobiliarios del Este, S.A.
Panama Air Cargo Terminal
Galindo, Arias & López
Motta Internacional, S.A.
GBM International, Inc.
2023
2022
2,408 $
119
2,527 $
496
19
658
24
13
5
1,960
208
2,168
765
51
141
28
14
5
1,228 $
1,004
$
$
$
F-52
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Transactions with related parties for the year ended December 31 are as follows:
Related party
ASSA Compañía de Seguros, S.A.
Desarrollo Inmobiliario del Este, S.A.
Profuturo Administradora de Fondos de Pensión y
Cesantía
Panama Air Cargo Terminal
Motta International
Galindo, Arias & López
GBM International, Inc.
Global Brands, S.A.
Banco General, S.A.
Transaction
Insurance
Property leasing
Payments
Handling
Purchase
Legal services
Technological support
Purchase
Interest income,net
$
Amount of
transaction
2023
Amount of
transaction
2022
Amount of
transaction
2021
12,116
3,564
4,572
3,889
1,013
407
51
83
(2,368) $
10,157
2,989
3,911
4,116
812
530
50
60
(829) $
9,713
3,384
2,565
3,193
108
170
102
31
(1,546)
Banco General, S.A.: some members of the Company’s Board of Directors are also board members of BG Financial Group, which is the controlling company of
Banco General. Likewise, Banco General, S. A. owns ProFuturo Administradora de Fondos de Pensión y Cesantía S.A., which manages the Company’s reserves
for pension purposes. As of December 31, 2023 the Company has interest receivable by $1.8 million (2022: $0.1 million) due to short and long term time deposits
in this financial institution.
Also Banco General is a non air partner of the Copa’s loyalty program “ConnectMiles”. During, 2023 the Company sold miles to Banco General for $24.9 million
(2022: $18.9 million, 2021: $13.8 million).
ASSA Compañía de Seguros, S. A.: An insurance company that provides substantially all of the Company’s insurance policies. While the Company’s controlling
shareholders do not hold a controlling equity interest in ASSA Compañía de Seguros, S. A., various members of the Company’s Board of Directors are also board
members of ASSA Compañía de Seguros, S. A.
Desarrollo Inmobiliario del Este, S. A.: The Company leases four floors consisting of approximately 105,981 square feet of the building from Desarrollo
Inmobiliario, an entity controlled by the same group of investors that controls Corporación de Inversiones Aéreas, S. A. (“CIASA”). CIASA owns 100% of the
class B shares of the Company. This contract is a lease under IFRS 16.
Panama Air Cargo Terminal: Provides cargo and courier services in Panama, an entity controlled by the same group of investors that controls CIASA.
Motta Internacional, S.A. & Global Brands, S. A.: The Company purchases most of the alcohol and other beverages served on its aircraft from Motta
Internacional, S. A. and Global Brands, S. A., both of which are controlled by the Company’s controlling shareholders.
Galindo, Arias & López: Certain partners of Galindo, Arias & López (a law firm) are indirect shareholders of CIASA.
GBM International, Inc.: Provides systems integration and computer services, as well as technical services and enterprise management. A member of the
Company’s Board of Directors is shareholder of GBM International, Inc.
Televisora Nacional, S.A.: This Panamanian television channel provides broadcasting services. A member of the Company’s Board of Directors is a shareholder
of Televisora Nacional, S. A.
F-53
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Compensation of key management personnel
Key management personnel compensation is as follows:
Short-term employee benefits
Post-employment pension
Share-based payments
2023
2022
2021
$
$
4,975 $
96
1,548
6,619 $
2,901 $
56
318
3,275 $
2,748
53
1,083
3,884
The Company has not set aside any additional funds for future payments to executive officers, other than one pursuant to a non-compete agreement for $3.0
million established in 2006 (see note 21).
24. Equity
Common stock
The authorized capital stock consists of 80 million shares of common stock without par value, divided into Class A shares, Class B shares, and Class C shares. As
of December 31, 2023, the Company had 34,110,338 Class A shares issued (2022: 34,033,575) and 31,101,689 shares outstanding (2022: 28,477,704), 10,938,125
Class B shares issued and outstanding (2022: 10,938,125) and no Class C shares outstanding. Class A and Class B shares have the same economic rights and
privileges, including the right to receive dividends.
•
Class A shares
The holders of the Class A shares are not entitled to vote at our shareholders’ meetings, except in connection with the following specific matters: (i) a
transformation of the Company into another corporate type; (ii) a merger, consolidation, or spin-off of the Company, (iii) a change of corporate purpose; (iv)
voluntarily delisting Class A shares from the NYSE; (v) and any amendment to the foregoing special voting provisions adversely affecting the rights and
privileges of the Class A shares.
•
Class B shares
Every holder of Class B shares is entitled to one vote per share on all matters for which shareholders are entitled to vote. The Class B shares may only be held by
Panamanians, and upon registration of any transfer of a Class B share to a holder that does not certify that it is Panamanian, such Class B share shall automatically
convert into a Class A share.
Transferees of Class B shares will be required to deliver to the Company a written certification of their status as Panamanian as a condition to registering the
transfer to them of Class B shares.
•
Class C shares
The Independent Directors Committee of the Board of Directors, or the Board of Directors as a whole if applicable, is authorized to issue Class C shares to the
Class B holders pro rata in proportion to such Class B holders’ ownership of Copa Holdings. The Class C shares will have no economic value and will not be
transferable except to Class B holders, but will possess such voting rights as the Independent Directors Committee shall deem necessary to ensure the effective
control of the Company by Panamanians.
The Class C shares will be redeemable by the Company at such time as the Independent Directors Committee determines that such a triggering event shall no
longer be in effect. The Class C shares will not be entitled to any dividends or any other economic rights.
Class A shares are listed on the NYSE under the symbol “CPA” The Class B shares and Class C shares will not be listed on any stock exchange unless the Board
of Directors determines that it is in the best interest of the Company to list the Class B shares on the Panama Stock Exchange.
F-54
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Dividends
The payment of dividends on shares is subject to the discretion of the Board of Directors. Under Panamanian law, the Company may pay dividends only out of
retained earnings and capital surplus. The Articles of Incorporation provides that all dividends declared by the Board of Directors will be paid equally with respect
to all of the Class A and Class B shares.
In February 2016, the Board of Directors of the Company approved to change the dividend policy to base the calculation of the payment of yearly dividends to
shareholders in an amount of up to 40% of the prior year’s annual consolidated underlying net income, distributed in equal quarterly installments upon board
ratification.
On April 26, 2020 the Board of Directors postponed dividend payments given the uncertainty related to the Covid-19 pandemic, during the years 2021 and 2022.
On March 22, 2023, the Board of Directors of the Company approved a 2023 dividend of $0.82 cents per share per quarter of 2023.
Treasury stock
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable cost net of any tax effects, is
recognized as a deduction from equity and presented separately in the balance sheet. When treasury shares are sold or reissued subsequently, the amount received
is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented within share premium.
Since treasury stock is not considered outstanding for share count purposes, it is excluded from average common shares outstanding for basic and diluted earnings
per share.
In November, 2014, the Board of Directors of the Company approved a $250.0 million share repurchase program. Subsequently, during the second quarter of
2022, the Board approved the expansion of the current shares repurchase program by $200.0 million.
In October 2023, the Company completed its previously disclosed Share Repurchase Program and on November 15, 2023, the board of directors of the Company
approved a new $200.0 million Share Repurchase Program.
Purchases will be made from time to time, subject to market and economic conditions, applicable legal requirements, and other relevant factors.
On September 18, 2023, the Company settled the notes issued in April 2020. The Notes that were converted were settled for $349.0 million in cash, plus
approximately 3.7 million shares, reissued from the Company’s treasury shares (see Note 18).
The movement of the treasury shares is as follow:
At January 1, 2022
Acquisition of treasury shares
At December 31, 2022
Acquisition of treasury shares
Share settlement convertible notes
At December 31, 2023
Shares
Cash paid
2,869,517 $
2,571,917
5,441,434
1,141,316
(3,694,845)
2,887,905 $
(176,902)
(167,639)
(344,541)
(105,932)
246,343
(204,130)
F-55
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
A summary of the total shares repurchased by the Company through December 31, 2023 is as follows:
2014
2015
2021
2022
2023
25. Share-based payments
Shares
Cash paid
182,592 $
2,127,900
559,025
2,571,917
1,141,316
6,582,750 $
(18,506)
(117,882)
(40,514)
(167,639)
(105,932)
(450,473)
The Company has established equity compensation plans under which it administers restricted stock, stock options, and certain other equity-based awards to
attract, retain, and motivate executive officers, certain key employees, and non-employee directors to compensate them for their contributions to the growth and
profitability of the Company. Shares delivered under this award program may be sourced from treasury stock, or authorized unissued shares.
The Company’s equity compensation plans are accounted for under IFRS 2 Share-Based Payment (“IFRS 2”). IFRS 2 requires companies to measure the cost of
employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award or at fair value of the award at each
reporting date, depending on the type of award granted. The resulting cost is recognized over the period during which an employee is required to provide service
in exchange for the award, which is usually the vesting period.
The total compensation cost recognized for non-vested stock awards amounts to $4.4 million, $5.2 million, and $7.1 million in 2023, 2022, and 2021,
respectively, and was recorded as a component of “Wages, salaries, benefits and other employees’ expenses” within operating expenses.
A summary of the terms and conditions, properly approved by the Compensation Committee of our Board of Directors, relating to the grants of the non-vested
stock award under share-based payments plans is as follows:
Grant date
Number
of instruments
February, 2018
1,316
February, 2019
June, 2019
June, 2019
August, 2019
February, 2020
February, 2021
February, 2021
April, 2021
February, 2022
June, 2022
June, 2022
February, 2023
June, 2023
September, 2023
15,951
9,256
977
1,039
24,650
32,852
103,802
1,145
13,943
20,368
994
30,567
10,809
634
Vesting conditions
15% first three anniversaries
25% fourth
30% fifth anniversary
1% first month
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
1% first month
33% first three anniversaries
20% first five anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
33% first three anniversaries
Contractual
life
5 years
3 years
3 years
3 years
3 years
3 years
5 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
F-56
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Non-vested stock awards were measured at their fair value on the grant date. For the 2023 grants, the fair value of these non-vested stock awards amounts to
$91.69 per share (2022: $71.59).
A summary of the non-vested stock award activity under the plan as of December 31, 2023, 2022 and 2021 with changes during these years is as follows (in
number of shares):
Non-vested as of January 1
Granted
Vested
Forfeited
Non-vested as of December 31
2023
2022
2021
138,243
42,010
(59,066)
(443)
120,744
157,823
35,305
(54,501)
(384)
138,243
153,921
137,799
(132,880)
(1,017)
157,823
The Company uses the accelerated attribution method to recognize the compensation cost for awards with graded vesting periods. The Company estimates that the
remaining compensation cost, not yet recognized for the non-vested stock awards, amounts to $3.1 million (2022: $3.7 million), with a weighted average
remaining contractual life of 2.0 years years (2022: 2.2 years). Additionally, the Company estimates that the 2024 compensation cost related to these plans
amounts to $2.2 million.
The Company plans to make additional equity-based awards under the plan from time to time, including additional non-vested stock and stock option awards. The
Company anticipates that future employee non-vested stock and stock option awards granted pursuant to the plan will generally vest over a three to five-year
period and the stock options will carry a ten-year term.
26. Earnings per share
Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average
number of shares outstanding during the year, increased by the number of non-vested dividend participating share-based payment awards outstanding during the
period.
Diluted earnings per share amounts are calculated by dividing the net profit (loss) attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares, when the effect of their inclusion is dilutive (decreases earnings per share or increases loss per share).
F-57
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The computation of the income and share data used in the basic and diluted earnings per share is as follows:
Basic earnings per share—
Net profit
Weighted-average shares outstanding
Non-vested dividend participating awards
Diluted earnings per share—
Net profit
Interest on convertible senior notes
Net change in fair value of derivatives
Net profit income adjusted for the effect of dilution
Weighted-average shares outstanding
Convertible shares
2023
2022
2021
$
$
514,097 $
40,105
123
40,228
12.78
514,097 $
—
—
514,097
40,228
—
40,228
12.78
348,054 $
40,445
136
40,581
8.58
348,054 $
42,403
(17,189)
373,268
40,581
6,775
47,356
7.88
43,844
42,439
162
42,601
1.03
43,844
—
—
43,844
42,601
—
42,601
1.03
As of December 31, 2023, the Company doesn’t have any outstanding transaction involving potential ordinary shares. On September 18, 2023, the Company
settled the notes issued in April 2020 (see Note 18).
At December 31, 2021, 6.7 million of shares of potential ordinary shares related to the convertible notes issued on 2020 and its related expenses, were excluded
from the calculation of diluted earnings per share, because their effect was antidilutive.
27. Commitments and contingencies
Purchase contracts
As of December 31, 2023, the Company had one purchase contract with Boeing entailing 57 firm orders of Boeing 737 MAX aircraft, agreed to be delivered
between 2024 and 2028. Also, the Company has agreed to purchase and take delivery between 2024 and 2028,of — LEAP-1B spare Engines from CFM
International.
The aircraft and engines contractual obligations net of discounts and pre-delivery payments, including estimated amounts for contractual price escalation, are as
follows:
Year ending December 31,
2024
2025
2026
2027
2028
469,096
762,389
583,561
539,680
420,981
$
2,775,707
As of December 31, 2023, the Company has paid $689.1 million (2022: $720.5 million) in predelivery deposits related to the purchase contract with Boeing for
the 737 MAX aircraft.
F-58
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Labor unions
Approximately 64.2% of the Company’s 7,625 employees are unionized. There are currently nine (9) union organizations, five (5) covering employees in Panama,
and four (4) covering employees in Colombia. The Company traditionally had good relations with its employees and with all the unions and expects to continue to
enjoy good relations with its employees and the unions in the future.
The five (5) unions covering employees in Panama include the pilots’ union (UNPAC); the flight attendants’ union (SIPANAB); the mechanics’ union
(SITECMAP), the industry union (SIELAS), which represents ground personnel, messengers, drivers, passenger service agents, counter agents, and other non-
executive administrative staff, and other industry union named UGETRACAS which represents ground personnel and flight attendants.
Copa Airlines entered into collective bargaining agreements with the flight attendants’ union in March 2023, the pilot’s union in February 2023, the mechanics’
union in May 2022 and the industry union in March 2022. Copa Airlines does not have a collective bargain agreement negotiated with UGETRACAS, an aviation
industry union in Panama, because they do not have the eligible amount of employees. Collective bargaining agreements in Panama typically have terms of 4
years.
The four (4) unions covering employees in Colombia are: the pilots’ union (ACDAC), the flight attendants’ union (ACAV), the industry union (SINTRATAC), the
mechanics’union (ACMA), approximately 29.4% of the Company’s 625 employees are unionized.
AeroRepública entered into collective bargaining with ACDAC and ACAV in January 2018. ACDAC has not yet resolved and intends to enter into a new
collective bargaining in 2024. ACAV ended with a new arbitration collective document for two years that expired in September 2020. This arbitration was
automatically extended until March 2024. Additionally, SINTRATAC and AeroRepública entered into collective bargaining agreement in September 2022 for
terms of four years until August 2026. Negotiations with ACMA were resolved by arbitration on December 31, 2015, extending the validation every 6 months
from this date, until June, 2024. ACMA has not presented a new bill of petition.
Typically, collective bargaining agreements in Colombia have terms of two to three years. Although AeroRepública usually settles many of its collective
bargaining agreement negotiations through arbitration proceedings, it has traditionally experienced good relations with its unions.
In addition to unions in Panama and Colombia, the Company’s employees in Brazil are covered by industry union agreements that cover all airline industry
employees in the country and airport employees in Argentina are affiliated to an industry union (UPADEP).
Lines of credit for working capital and letters of credit
The Company maintained letters of credit with several banks with a value of $31.3 million as of December 31, 2023 (2022: $32.3 million). These letters of credit
are pledged mainly for operating lessors, maintenance providers and airport operators.
The Company has aggregate unsecured credit facilities of $325.0 million (2022: 355.0 million). These credit facilities are in place for contingency and working
capital purposes. As of December 31, 2023, the Company does not have any outstanding borrowings under these credit facilities.
Tax audit
The Company received notifications from the tax authorities in Panama on February 2020 and in Colombia on November 2020 and March 2016. The Company,
along with its tax advisors, has concluded that it is not probable that an outflow of resources embodying economic benefits will be required to settle them,
especially considering that the Company has enough arguments to support its position and also taking into consideration that both cases are in the preliminary
stages.
In February 2020, the Company received two notifications from the tax authority in Panama related to a tax audit process that began in 2019. The notification
includes potentially significant adjustments to the reported dividend tax for the years 2012 to 2016 and income tax 2016. The Company has filed an administrative
appeal which is the first legal stage under Panamanian laws. The Company, along with its tax advisors, has concluded that is probable that the Company’s tax
position will be upheld. As a result, is not probable that the Company will incur any significant additional tax as result. According to Panamanian laws, the statute
of limitations is 3 and 15 years for income tax and dividend tax, respectively.
F-59
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
28. Financial instruments - Risk management and fair value
In the normal course of its operations, the Company is exposed to a variety of financial risks: market risk (especially cash flow, currency, commodity prices and
interest rate risk), credit risks and liquidity risk.
In terms of equity, the Company’s objectives when managing equity are to safeguard the Company’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal equity structure to reduce the cost of capital.
The Company has established risk management policies to minimize potential adverse effects on the Company’s financial performance:
28.1. Fuel price risk
The Company has risks that are common in its industry, related to the price level of aircraft fuel, which can significantly affect its operations, financial position
and liquidity.
In the past the Company has entered into financial derivative contracts in an effort to mitigate this risk, but with inconsistent results. The Company has not entered
into new fuel hedge contracts, and has adopted a new strategy of remaining unhedged, while regularly reviewing its policies based on market conditions and
others factors. As of December 31, 2023 and 2022, the Company did not have any outstanding fuel hedge contracts.
Fuel price risk is estimated as a hypothetical 10% increase in the December 31, 2023 cost per gallon of fuel. Based on projected 2023 fuel consumption, such an
increase would result in an increase to aircraft fuel expense of approximately $89.1 million in 2024 (unaudited).
28.2. Market risk
Equity price risk
The Company’s listed and non-listed equity investments are susceptible to market price risk arising from uncertainties about future values of the investment
securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the
equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity
investment decisions. At the reporting date, the exposure on investments at fair value is $102.1 million (2022: 95.5 million).
Foreign currency risk
Foreign exchange risk is originated when the Company performs transactions and maintains monetary assets and liabilities in currencies that are different from the
functional currency of the Company. Assets and liabilities in foreign currency are translated using the exchange rates at the end of the period, except for non-
monetary assets and liabilities that are translated at the equivalent cost of the U.S. dollar at the acquisition date and maintained at the historical rate. The results of
foreign operations are translated using the average exchange rates that were in place during the period. Gains and losses deriving from exchange rates are included
within “(Loss) Gain on foreign currency fluctuations” in the consolidated statement of profit or loss.
The majority of the Company’s obligations are denominated in U.S. dollars. Since Panama uses the U.S. dollar as legal tender, the majority of the Company’s
operating expenses are also denominated in U.S. dollars, approximately 64.3% of revenues and 79.2% of expenses, for the year ended 2023.
F-60
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
A significant part of our revenue is denominated in the following foreign currencies:
U.S. dollars
Foreign currencies -
Colombian peso
Brazilian real
Argentinian peso
Chilean peso
Mexican peso
Other currencies
2023
%
2022
%
64.3 %
10.0 %
7.7 %
5.1 %
3.1 %
3.5 %
6.3 %
100.0 %
63.3 %
12.1 %
8.0 %
4.6 %
3.2 %
2.6 %
6.2 %
100.0 %
Generally, the Company’s exposure to most of these foreign currencies, is limited to the period of up to two weeks between the completion of a sale and the
conversion to U.S. dollar. The following chart summarizes the Company’s foreign currency risk exposure (assets and liabilities denominated in foreign currency)
as of December 31:
Assets
Cash and cash equivalents
Accounts receivable, net
Other assets
Total assets
Liabilities
Accounts payable
Taxes payable
Other liabilities
Total liabilities
Net position
2023
2022
$
$
$
$
15,858 $
108,767
25,707
150,332 $
53,393
38,157
16,543
108,093 $
42,239 $
13,546
48,900
20,605
83,051
16,969
38,303
13,465
68,737
14,314
From time to time the Company enters into factoring agreements on receivables outstanding on credit card sales in certain countries.
28.3. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company
is exposed to credit risk from its financing activities, including deposits with banks and investments in financial instruments and from its accounts receivable.
IFRS 9 requires the Company to recognize an allowance for ECLs for all financial assets not held at fair value through profit or loss.
The carrying amounts of financial assets represent the maximum credit risk.
Short and long-term investments
To mitigate the credit risk arising from deposits in bank, the Company only conducts business with financial institutions that have an investment grade above
BBB- from Standard & Poor’s and liquidity indicators aligning with or above the market average. For the investments in financial instruments, different from
deposits in bank, the Company requires a grade above A- from Standard & Poor’s.
F-61
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
The Company has established a policy to perform an assessment, at the end of each quarterly reporting period, of whether a financial instrument’s credit risk has
increased significantly since initial recognition, by monitoring changes in credit risk ratings published by Standard & Poor’s.
As the financial instruments are considered to be low risk, the impairment provision is determined at 12-month ECLs using the general approach as prescribed by
IFRS 9.
The movement in the allowance for impairment for short and long-term investments at amortized cost for the year ended December 31 was as follows:
Balance at beginning of year
(Additions) / Reversal
Balance at end of year
Accounts receivable
2023
2022
(2,955) $
697
(2,258) $
(1,312)
(1,643)
(2,955)
$
$
Regarding credit risk originating from commercial accounts receivable, the Company does not consider it significant since most of the accounts receivable can be
easily converted into cash, usually in periods no longer than one month. The risk is managed by each business unit subject to the Company’s established policy,
procedures and control relating to customer credit risk management. Specific credit limits and payment terms have been established according to periodic analysis
of the client’s payment capacity.
A considerable amount of the Company’s tickets sales are processed through major credit cards, resulting in accounts receivable that are generally short-term and
usually collected before revenue is recognized. The Company considers that the credit risk associated with these accounts receivable is controllable based on the
industry’s trends and strong policies and procedures established and followed by the Company.
As a result of the previously explained, the Company evaluates the concentration of risk with respect to trade receivables as low.
An impairment analysis is performed at each quarterly reporting date using a provision matrix to measure expected credit losses. Loss rates are calculated using a
‘roll rate’ method based on the probability of a receivable progressing through successive stages of delinquency to write-off. To measure the ECLs, trade
receivables have been grouped based on shared credit risk characteristics and the day past due.
Loss rates are based on actual credit loss experience over the last 12 months and adjusted for forward-looking factors specific to the debtors and the economic
environment over the expected life of the receivables.
Set out below is the information about the credit risk exposure on the Company’s trade receivables using a provision matrix as of December 31:
Expected credit loss rate
Gross carrying amount
Expected credit loss
Total
$162,544
$3,297
Current
0.0%
$153,289
$35
F-62
2023
Days past due
<30
8.8%
$2,487
$218
30-60
9.0%
$1,174
$106
60-90
24.4%
$258
$63
>90
53.9%
$5,336
$2,875
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Expected credit loss rate
Gross carrying amount
Expected credit loss
28.4. Interest rates and cash flow risk
2022
Days past due
Total
$145,273
$7,690
Current
0.0%
$127,412
$28
<30
5.9%
$2,877
$170
30-60
13.1%
$2,134
$279
60-90
30.5%
$545
$166
>90
57.3%
$12,305
$7,047
The income and operating cash flows of the Company are substantially independent of changes in interest rates, because the Company does not have significant
assets that generate interest except for surplus cash and cash equivalents and short and long-term investments.
Interest rate risk originates mainly from long-term debt related to aircraft financing. These long-term lease payments at variable interest rates expose the Company
to cash flow risk. The Company mitigates this risk by entering into fixed rate financing agreements in at least half of its outstanding debt.
During 2023, the Company finish the process of implementing appropriate fall back clauses for its long term variable rate debt based of LIBOR and incorporated
the new benchmark based on SOFR.
As of December 31, 2023, fixed interest rates range from 1.73% to 3.99%, and the main floating rate is SORF.
The Company’s earnings are affected by changes in interest rates primarily due to the impact of those changes on interest expenses from variable-rate debt
instruments. As of December 31, 2023 we had $1,039.8 million of fixed-rated debt and $422.9 million of variable-rated debt. If the interest rate average is 100
basis points more in 2024 than 2023, the variable-rate debt interest expense would increase by approximately $4.2 million, and the estimated fair value of the
fixed-rate debt would increase by approximately $16.1 million. These amounts are determined by considering the impact of the hypothetical interest rates on the
variable-rate debt and marketable securities equivalent balances at December 31, 2023.
28.5. Liquidity risk
The Company’s policy requires having sufficient cash to fulfill its obligations. The Company maintains sufficient cash on hand and in banks or cash equivalents
that are highly liquid. The Company also has credit lines in financial institutions that allow it to withstand potential cash shortages to fulfill its short-term
commitments (see note 27).
The table below summarizes the Company’s financial liabilities according to their maturity date. The amounts in the table are the contractual undiscounted cash
flows. Balances due within twelve months equal their carrying balances as the impact of discounting is not significant.
December 31, 2023
Non-derivative financial liabilities
Loans and borrowings
Lease liability
Account payable
Account payable to related parties
Note
Carrying
amount
Contractual
cash flow
Less than
twelve
months
Between 1
and 4
years
More than 4
years
18 $
14
19
19
1,462,691 $
283,657
182,303
1,228
1,624,325 $
322,858
182,303
1,228
$
1,929,879 $
2,130,714 $
256,216 $
80,513
182,303
1,228
520,260 $
780,090 $
195,340
—
—
975,430 $
588,019
47,005
—
—
635,024
F-63
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
December 31, 2022
Non-derivative financial liabilities
Loans and borrowings
Lease liability
Account payable
Account payable to related parties
28.6. Fair value measurement
Note
Carrying
amount
Contractual
cash flow
Less than
twelve
months
Between 1
and 4
years
More than
4 years
18 $
14
19
19
1,444,303 $
238,373
166,660
1,004
1,538,467 $
341,847
166,660
1,004
167,759 $
106,076
166,660
1,004
920,846 $
195,253
—
—
$
1,850,340 $
2,047,978 $
441,499 $
1,116,099 $
449,862
40,518
—
—
490,380
Set out below is a comparison, by class, of the carrying amounts and fair values of the Company’s financial instruments, other than those with carrying amounts
that are reasonable approximations of fair values:
Financial assets
Long-term investments
Financial liabilities
Loans and borrowings
Note
2023
2022
2023
2022
Carrying amount
Fair Value
9
18
258,934
202,056
260,534
201,061
1,462,691
1,444,303
1,494,124
1,559,435
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.
The management assessed that the fair values of cash and short-term investments, accounts receivables, account payable and other current liabilities approximate
their carrying amounts largely due to the short-term maturities of these instruments.
The following methods and assumptions were used to estimate the fair values:
•
•
The fair values of the quoted notes and bonds are based on price quotations at the reporting date.
Debt obligations, financial assets, and financial liabilities are estimated by discounting future cash flows using the Company’s current incremental
borrowing for a similar liability.
The following chart summarizes the Company’s financial instruments measured at fair value, classified according to the valuation method:
Recurring fair value measurements
Assets
Investment fund
Total assets
Fair value measurement as of reporting date
Quoted
prices in
active
markets
(Level 1)
2023
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
$
102,063
102,063 $
102,063
102,063 $
—
— $
—
—
F-64
(Continued)
Table of Contents
COPA HOLDINGS, S. A. AND SUBSIDIARIES
Notes to the consolidated financial statements
Recurring fair value measurements
Assets
Investment fund
Total assets
Liabilities
Derivative financial instruments
Total liabilities
Fair value measurement as of reporting date
Quoted
prices in
active
markets
(Level 1)
2022
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
$
$
95,474
95,474 $
251,150
251,150 $
95,474
95,474 $
—
— $
—
— $
251,150
251,150 $
—
—
—
—
Derivative financial instruments are valued by the Company, using a Least Square Monte Carlo pricing method by modelling the different triggers under which
the notes can be converted. The market data used to calibrate the model are historical volatility measures based on stock prices of the Company obtained from
Bloomberg and a zero-coupon interest rate curve in US$ (US$ Libor 3m Swap curve).
29. Subsequent events
Dividends
On February 7, 2024, the Board of Directors of Copa Holdings approved a 2024 dividend of $1.61 cents per share per quarter, corresponding to 40% of the
adjusted consolidated net income of 2023. Proposed dividends are subject to board ratification each quarter, and are not recognized as a liability as at
December 31, 2023.
Stock Grants
During the first quarter of 2024, the Compensation Committee of the Company’s Board of Directors approved 3 awards. Awards under these plans will grant
approximately 50,176 shares of non-vested stock, which will vest over a period of three years. The Company estimates the fair value of these awards to be
approximately $5.0 million and the 2024 compensation cost for these plans will be $2.3 million.
737 MAX fleet
During the month of January of 2024 the Company suspended operations of twenty-one 737 MAX9 aircraft, following the Airworthiness Directive issued by the
United States Federal Aviation Administration (FAA) on January 6. From January 6 to January 29, a total of 1,788 flights were cancelled. After undergoing the
technical inspections required by the regulators, all of these aircraft returned to Copa Airlines’ flight schedule.
The Company is in the process of reaching an agreement with Boeing regarding compensation related to the grounding of the Boeing 737 MAX. In accordance
with applicable accounting principles, the Company expect to booked any compensation received from Boeing as a reduction of the cost basis of the aircraft. The
agreement is expected to be signed during the second quarter of 2024.
F-65
EXHIBIT 12.1
I, Pedro Heilbron, certify that:
Certification
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Copa Holdings, S.A.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: April 29, 2024
/s/ Pedro Heilbron
Pedro Heilbron
Chief Executive Officer
(Section 302 CEO Certification)
EXHIBIT 12.2
I, Jose Montero, certify that:
Certification
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Copa Holdings, S.A.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: April 29, 2024
/s/ Jose Montero
Jose Montero
Chief Financial Officer
(Section 302 CFO Certification)
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
EXHIBIT 13.1
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Copa Holdings, S.A. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2023 of the Company fully complies with the requirements of section 13(a) or section
15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated: April 29, 2024
/s/ Pedro Heilbron
Pedro Heilbron
Chief Executive Officer
(Section 906 CEO Certification)
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
EXHIBIT 13.2
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Copa Holdings, S.A. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2023 of the Company fully complies with the requirements of section 13(a) or section
15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated: April 29, 2024
/s/Jose Montero
Jose Montero
Chief Financial Officer
(Section 906 CFO Certification)
COPA HOLDINGS - POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
EXHIBIT 97.1
Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return
1.
Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Each Executive Officer shall be required to sign and
return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such Executive Officer will
acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any
Executive Officer and his or her successors (as specified in Section 11 of this Policy) regardless of whether or not such Executive Officer properly
signs and returns to the Company such Acknowledgement and Acceptance Form and regardless of whether or not such Executive Officer is aware
of his or her status as such.
2.
Administration. Except as specifically set forth herein, this Policy shall be administered by the Administrator. Any determinations made by
the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this
Policy. Subject to any limitation under applicable law, the Administrator may authorize and empower any officer or employee of the Company to
take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under
this Policy involving such officer or employee).
3.
Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)
“Accounting Restatement” shall mean an accounting restatement: (i) due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued
financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(b)
“Administrator” shall mean the Compensation Committee, or any other committee designated by the Board to administer the
Policy, and in the absence of such designation, the Board.
(c)
“Board” shall mean the Board of Directors of the Company.
(d)
“Clawback Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive Officer at
any time during the applicable Performance Period, all Incentive-based Compensation Received by such individual: (i) on or after the Effective
Date; (ii) after beginning service as an Executive Officer; (iii) while the Company has a class of securities listed on the Listing Exchange; and (iv)
during the applicable Clawback Period.
(e)
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company
immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine
months within or immediately following those three completed fiscal years.
(f)
“Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC
thereunder (including Rule 10D-1 under the Exchange Act) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act (including
Section 303A.14 of the New York Stock Exchange Listed Company Manual), in each case as may be in effect from time to time.
(g)
“Committee” shall mean the Compensation Committee of the Board.
Updated November 2023
(h)
“Company” shall mean Copa Holdings, S.A. (and as the Administrator determines is applicable, together with each of its direct
and indirect subsidiaries).
(i)
“Effective Date” shall mean October 2, 2023. The Policy will apply to incentive-based compensation received by Executive
Officers on or after October 2, 2023.
(j)
“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting
Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive Compensation that
otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k)
“Executive Officer” shall mean any individual who is or was an executive officer as determined by the Administrator in
accordance with the definition of “executive officer” as set forth in the Clawback Rules and any other senior executive, employee or other
personnel of the Company who may from time to time be deemed subject to the Policy by the Administrator. For the avoidance of doubt, the
Administrator shall have full discretion to determine which individuals in the Company shall be considered an “Executive Officer” for purposes of
this Policy. A list of (i) executive officers and (ii) individuals who are not “executive officers” within the meaning of the Clawback Rules, but
whom the Administrator has determined are “Executive Officers” for purposes of this policy, is set forth in Exhibit B, which may be revised from
time to time at the sole discretion of the Administrator.
(l)
thereunder.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
(m)
“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock
price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a
Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(n)
“Incentive-based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the
attainment of a Financial Reporting Measure.
(o)
“Impracticable” shall mean, in accordance with the good faith determination of the Committee, or if the Committee does not
consist of independent directors, a majority of the independent directors serving on the Board, that either: (i) the direct expenses paid to a third
party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a
reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such
documentation to the Listing Exchange; (ii) recovery would violate Panamanian law where that law was adopted prior to November 28, 2022,
provided that, before concluding that it would be Impracticable to recover any amount of Erroneously Awarded Compensation based on violation
of Panamanian law, the Company has obtained an opinion of Panamanian counsel, acceptable to the Listing Exchange, that recovery would result
in such a violation and a copy of the opinion is provided to the Listing Exchange; or (iii) recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13)
or 26 U.S.C. 411(a) and regulations thereunder.
(p)
“Listing Exchange” shall mean the New York Stock Exchange or such other U.S. national securities exchange or national
securities association on which the Company’s securities are listed.
(q)
“Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded Compensation; (ii)
seeking recovery of any gain realized on the vesting, exercise,
Updated November 2023
settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any
compensation otherwise owed by the Company to the Executive Officer; (iv) cancelling outstanding vested or unvested equity awards; and/or (v)
taking any other remedial and recovery action permitted by applicable law, as determined by the Administrator.
(r)
“Performance Period” shall mean, the period during which each individual who served as an Executive Officer was entitled to any
Incentive-based Compensation (whether or not such individual is serving as an Executive Officer at the time the Erroneously Awarded
Compensation is required to be repaid to the Company).
(s)
“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or
restated from time to time.
(t)
“Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation
shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based
Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the
avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based
vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-Based Compensation
continues to be subject to the service-based vesting condition.
(u)
“Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or officers of
the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is
required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare
an Accounting Restatement.
(v)
“SEC” shall mean the U.S. Securities and Exchange Commission.
4.
Repayment of Erroneously Awarded Compensation.
(a)
In the event the Company is required to prepare an Accounting Restatement, the Administrator shall reasonably promptly (in
accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in
connection with such Accounting Restatement and shall reasonably promptly thereafter provide each Executive Officer with written notice
containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Clawback Eligible
Incentive Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to
mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the
Administrator based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which
the Clawback Eligible Incentive Compensation was Received (in which case, the Company shall maintain documentation of such determination of
that reasonable estimate and provide such documentation to the Listing Exchange). The Administrator is authorized to engage on behalf of the
Company any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt,
recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such
Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.
(b)
In the event that any repayment of Erroneously Awarded Compensation is owed to the Company, the Administrator shall recover
reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and appropriate in its
discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying
recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may the Company accept an
amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
Updated November 2023
Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated in this Section 4(b) if recovery
would be Impracticable. In implementing the actions contemplated in this Section 4(b), the Administrator will act in accordance with the listing
standards and requirements of the Listing Exchange and with the applicable Clawback Rules.
5.
federal securities laws, including any disclosure required by applicable SEC rules.
Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of U.S.
6.
Indemnification Prohibition. The Company shall not be permitted to indemnify any Executive Officer against the loss of any Erroneously
Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules or to pay or
reimburse any Executive Officer for the cost of third-party insurance purchased by an Executive Officer to cover any such loss under this Policy
and/or pursuant to the Clawback Rules. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation
from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation and this Policy shall
supersede any such agreement (whether entered into before, on or after the Effective Date). Any such purported indemnification (whether oral or in
writing) shall be null and void.
Interpretation. The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate,
7.
or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of
the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to comply with applicable law, including the
Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other law or regulation that the
Administrator determines is applicable. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law,
such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner
consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
8.
Effective Date. This Policy shall be effective as of the Effective Date.
9.
Amendment; Termination. The Administrator may modify or amend this Policy, in whole or in part, from time to time in its discretion and
shall amend any or all of the provisions of this Policy as it deems necessary, including as and when it determines that it is legally required by the
Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. The Administrator may terminate this Policy at any time.
Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or
termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the
Company to violate the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. Furthermore, unless otherwise
determined by the Administrator or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply
with any change in the Clawback Rules.
10.
Other Recoupment Rights; No Additional Payments. The Administrator intends that this Policy will be applied to the fullest extent
permitted by applicable law. The Administrator may require that any employment agreement, equity award agreement, or any other agreement
entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide
by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with the
Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executive Officers who
cease employment or service with the Company shall continue to be bound by the terms of the Policy with respect to Clawback Eligible Incentive
Compensation. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may
be available to the Company under applicable law, regulation, or rule or pursuant to the terms of any similar policy in any employment agreement,
cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to the Company. To the extent that an
Executive Officer has already
Updated November 2023
reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the
Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded
Compensation that is subject to recovery under this Policy, as determined by the Administrator in its sole discretion. Nothing in this Policy
precludes the Company from implementing any additional clawback or recoupment policies with respect to Executive Officers or any other service
provider of the Company. Application of this Policy does not preclude the Company from taking any other action to enforce any Executive
Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings or any other remedies
that may be available to the Company with respect to any Executive Officer.
11.
administrators, or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the Administrator.
Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs, executors,
Updated November 2023
Exhibit A
COPA HOLDINGS, S.A. POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT AND ACCEPTANCE FORM
Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in
the Copa Holdings, S.A. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). By signing below, the undersigned
executive officer (the “Executive Officer”) acknowledges and confirms that the Executive Officer has received and reviewed a copy of the Policy,
and, in addition, the Executive Officer acknowledges and agrees as follows:
(a)
the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the
Executive Officer’s employment with the Company;
(b)
to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement
or similar agreement that the Executive Officer is a party to with the Company;
(c)
the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded
Compensation to the Company to the extent required by, and in a manner permitted by, the Policy;
(d)
any amounts payable to the Executive Officer, including any Incentive-based Compensation, shall be subject to the Policy as may
be in effect and modified from time to time in the sole discretion of the Administrator or as required by applicable law or the requirements of the
Listing Exchange, and that such modification will be deemed to amend this acknowledgment;
(e)
the Company may recover compensation paid to the Executive Officer through any Method of Recovery the Administrator deems
appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company in order to comply with the
Policy; and
(f)
the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the
Executive Officer by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by the
Executive Officer to the Company prior to the date that any subsequent amount becomes payable to the Executive Officer.
Updated November 2023
LIST OF EXECUTIVE OFFICERS AND INDIVIDUALS WHO ARE NOT “EXECUTIVE OFFICERS” DETERMINED BY THE
COMPENSATION COMMITTEE OF THE BOARD TO BE SUBJECT TO THE CLAWBACK RULES POLICY
Exhibit B
1.
2.
3.
4.
5.
6.
7.
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Commercial Officer/Commercial & Planning Sr VP
Chief Human Resources Officer
Chief Information Officer
Chief Accounting Officer
Updated November 2023