Groupe Aeroplan Inc. Reports 2008 Year-end and Fourth Quarter Results



    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    Generates solid operating results including record gross billings in
    Aeroplan Canada despite economic downturn

    MONTREAL, Feb. 27 /CNW Telbec/ - Groupe Aeroplan Inc. (the "Corporation")
(TSX: AER), today reported its 2008 year-end and fourth quarter results.

    2008 Operating Highlights

    
    - Solid consolidated operating results and strong performance:
        - Gross billings in Canada increased by 7.7%, surpassing the
          $1 billion milestone
        - Groupe Aeroplan Europe delivered targeted annual gross billings and
          other income within the forecasted range of (pnds stlg)205-
          (pnds stlg)215 million given at the time of acquisition
    -  Continuous expansion of retail coalitions in Canada, the UK and the
       Middle East:
        - Announced partnerships in Canada with four major new partners,
          including Sobeys
        - Launched multi-year partnership with Expedia in the UK
        - Added participating partners in the Middle East to reach over 130
    - Successful launch of LMG Insight and Communication data analytics
      business in the UK
    

    "We completed the year with a strong balance sheet having cash and
short-term investments in excess of $665 million at year-end. We are confident
that we have the business model to succeed in this challenging global economic
environment. We posted solid consolidated operating results reflecting the
strength of our financial and travel partners as well as our growing number of
retail partners," said Rupert Duchesne, President and CEO, Groupe Aeroplan
Inc. "While it is difficult to predict our future performance in the current
environment, we remain focused on organically growing the business and
pursuing expansion opportunities aimed at delivering additional value to our
members, partners and shareholders."

    2008 Consolidated Financial Highlights (compared to 2007)

    - Increased consolidated gross billings by 49.2% to $1.4 billion
    - Improved operating income (before amortization of accumulation
    partners' contracts and technology)(*) by 61.8% to $306.9 million
    - Increased Adjusted EBITDA by 27.1% to $316.9 million
    - Generated net earnings of $195.5 million(*) before a non-cash goodwill
    and other intangibles impairment charge of $1.2 billion
    - Generated solid free cash flow of $177.5 million, after distributions
    and dividends of $123 million and including the effect of the
    $63 million of temporarily accelerated payments to Air Canada.

    "We generated solid consolidated free cash flow and managed to
significantly improve our liquidity position over the course of the year,"
added David Adams, Executive Vice President and Chief Financial Officer.
"Notwithstanding our strong performance, the current capital market climate
presents a challenging environment. Like many other publicly traded companies
that have intangible assets, we had to record a one-time, non-cash goodwill
and other intangibles impairment charge of $1.2 billion in the fourth quarter,
largely as a result of the general economic downturn and resulting capital
markets' valuation decline."

    Financial Performance

    Gross Billings
    --------------

    Gross billings from the sale of miles, points and other loyalty program
units (Aeroplan Miles) issued by the Corporation's subsidiaries in 2008
amounted to $1.4 billion compared to $952.2 million in 2007, representing an
increase of $468.4 million or 49.2%. While the majority of this increase is
attributable to the inclusion of the consolidated Groupe Aeroplan Europe
results, Aeroplan Miles issued under the Aeroplan Program during the year
increased by 7.7% over 2007.
    At the time of the LMG acquisition UK GAAP revenues of (pnds
stlg)205-(pnds stlg)215 million were forecasted. Despite the poor economic
environment in the UK, (pnds stlg)214.4 million in gross billings and other
income were achieved.
    Gross billings for the three months ended December 31, 2008 amounted to
$364.4 million compared to $248.4 million, representing an increase of $116.0
million or 46.7%. While the majority of this increase is also attributable to
the inclusion of the consolidated Groupe Aeroplan Europe results, Aeroplan
Miles issued under the Aeroplan Program in Canada during the three month
period increased 4.4% over the comparable period of the prior year.
    The increase in gross billings for both the fourth quarter and the fiscal
year was driven by bonus miles issued related to the roll out of the
conversion initiative to CIBC Aerogold Visa Infinite credit cards, by growth
in consumer spending through credit and charge cards issued by Aeroplan
Canada's accumulation partners, new initiatives in retail banking, and
strength in travel and retail activity.

    Operating Income
    ----------------

    For the full fiscal year, operating income, before amortization of
accumulation partners' contracts and technology(*), amounted to $306.9 million
compared to $189.7 million in 2007, representing an increase of $117.2 million
or 61.8%.
    For the fourth quarter, operating income, before amortization of
accumulation partners' contracts and technology(*), amounted to $105.2 million,
compared to $46.3 million for the three months ended December 31, 2007,
representing an increase of $58.9 million or 127.2%.
    The increase in operating income for both the fourth quarter and the year
is mainly attributable to the inclusion of the consolidated Groupe Aeroplan
Europe results, the net effect of changes to the breakage estimates.

    Non-cash Impairment Charge
    --------------------------

    As a result of the outcome of the long lived intangible assets and
goodwill impairment tests required by GAAP, the Corporation recorded an
impairment charge, relating to those assets in the amount of $1,161 million;
with $841 million attributable solely to goodwill in the Canadian reporting
unit, and the difference of $320 million recorded in the European and Middle
East reporting unit, allocated to accumulation partners' contracts, trademark,
software and technology and goodwill. Most of the goodwill had originally been
recorded at the Groupe Aeroplan level, following the exchange by ACE Aviation
Holdings Inc. (ACE) of Aeroplan Limited Partnership units for Aeroplan Income
Fund units, as part of ACE's strategy to crystallize value and sell its
participation in Aeroplan in the open market. Accordingly, $2.4 billion of the
pre-impairment balance of goodwill had not originated from any
acquisition-related activities by the Corporation.
    The impairment loss is attributable to the increased discount rates used
in determining fair values and a decline in expected future cash flows of the
Corporation. These changes were triggered by the recent deterioration in the
global capital markets' conditions and the economic environment, which are
generally expected to affect general consumer spending and travel.

    Liquidity
    ---------

    Cash, cash equivalents and short-term investments increased by $86.0
million, from $579.4 million at the end of 2007 to $665.4 million at the end
of 2008.
    At the end of 2008, the Corporation had $188.0 million of cash and cash
equivalents and $477.3 million of short-term investments, for a total of
$665.3 million including the Aeroplan Canada redemption reserve of $400
million.
    In November 2008, the Corporation entered into an agreement with Air
Canada to temporarily accelerate the contractual payment terms for air travel
rewards purchased from Air Canada for the period from October 2008 to May
2009. Under this arrangement, at December 31, 2008, Aeroplan had paid Air
Canada $63 million in advance of normal settlement terms. In consideration of
the foregoing, Aeroplan and Air Canada agreed to certain commercial
arrangements to their mutual benefit.


    Adjusted EBITDA and Free Cash Flow
    ----------------------------------

    On a year over year basis, Adjusted EBITDA amounted to $316.9 million or
22.3% (as a % of Gross Billings) and free cash flow generated amounted to
$177.5 million or 12.5 % (as a % of Gross Billings), compared to $118.9
million or 12.5% (as a % of Gross Billings) and 26.2 % and 12.5% (as a % of
Gross Billings), respectively for 2007.
    Absent the reduction of the breakage rate in Groupe Aeroplan Europe, its
Adjusted EBITDA would have met the guidance provided at the time of
acquisition.
    Free cash flow generated excluding the $63 million acceleration of
accounts payable to Air Canada, would have amounted to $240.5 million, an
increase of $121.6 million over 2007.
    Adjusted EBITDA for the three months ended December 31, 2008 amounted to
$77.8 million or 21.4 % (as a % of Gross Billings) and free cash flow
generated amounted $42.5 million, after the payment of $63 million to Air
Canada, or 11.7% (as a % of Gross Billings) compared to $21.3 million or 8.6%
(as a % of Gross Billings) for the three month period ended December 31, 2007.

    Outlook for 2009

    Current market conditions with significantly reduced consumer
expenditures make it difficult to predict 2009 performance. Assuming no
further deterioration of the markets, and anticipating a mild recovery in the
latter part of the year, the Corporation would expect to see modest
consolidated growth in gross billings in 2009. In addition, for 2009, the
Corporation expects the Average Cost of Rewards per Mile, under the Aeroplan
Program to remain under 0.95 cents and for the gross margin in the Canadian
segment to remain relatively stable.
    The outlook provided constitutes forward-looking statements within the
meaning of applicable securities laws and should be read in conjunction with
the section below entitled "Caution Concerning Forward-Looking Statements".

    Corporate Developments

    Dividend
    --------

    The Corporation announced today that the Board of Directors declared a
quarterly dividend of $0.125 per common share, payable on March 20, 2009 to
shareholders of record at the close of business on March 9, 2009.

    Filing of Universal Shelf Prospectus
    ------------------------------------

    The Corporation announced today that it has filed with the securities
regulators in each of the provinces and territories of Canada, a preliminary
short form universal base shelf prospectus for the issuance of up to $1.0
billion of securities, which may consist of debentures, medium term notes,
notes or other types of debt securities, common shares, preferred shares and
convertible securities. These securities may be offered from time to time,
during a 25-month period for which the short form base shelf prospectus
remains valid.
    The specific terms of any securities will be described in one or more
shelf prospectus supplements. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale or
any acceptance of an offer to buy these securities in any province or
territory of Canada in which such offer, solicitation or sale would be
unlawful prior to qualification under securities laws of any such province or
territory.

    European Advisory Board
    -----------------------

    The Corporation announced yesterday the appointment of Richard Baker,
formerly Chief Executive of Alliance Boots plc, to chair its European Advisory
Board.
    The advisory board will assist and advise the Groupe Aeroplan European
executive team on how it can capitalize on growth opportunities for its
loyalty programs across Europe and the international expansion of I&C.
    The advisory board will initially consist of Richard Baker, Tony Buffin,
Managing Director of Groupe Aeroplan Europe and Rupert Duchesne, the
Corporation's President and Chief Executive Officer. Other members of the
advisory board are expected to be appointed during 2009.

    Appointments to Board of Directors
    ----------------------------------

    On January 19, 2009, the Corporation announced the appointments of the
Honourable Michael M. Fortier, and Mr. David H. Laidley to its Board of
Directors. Both bring extensive business experience and a wealth of knowledge
that will be of strategic value to Groupe Aeroplan as the company continues to
grow.

    Recent Developments

    Partnerships

    Futura
    ------

    On February 5, 2009, Aeroplan Canada announced a multi-year agreement
with The Futura Loyalty Group Inc. that will enable Futura to offer Aeroplan
Miles to small and mid-size retailers and service providers across Canada.
Futura has contracted more than 40 new businesses who will offer Aeroplan
Miles to customers and many more have shown interest. This partnership builds
on Aeroplan's strategy to expand its already strong roster of national
partners with select businesses in local communities.

    Direct Energy
    -------------

    Since February 16, 2009, Aeroplan Members can accumulate Aeroplan Miles
with Direct Energy's natural gas and electricity price protection plans in
British Columbia, Alberta and Ontario. Depending on the energy products they
purchase, members may be entitled to earn anywhere from 2,500 - 10,000 miles
upon registering for a multi-year contract.

    Operations

    Launch of LMG Insight & Communication in North America
    ------------------------------------------------------

    On November 27, 2008, the Corporation announced the launch of its highly
successful UK-based customer-driven insight and communication business in
North America, with offices based in Toronto and Chicago. LMG Insight &
Communication (I&C) and its industry leading data analytics tool, Self Serve,
will provide retailers with unprecedented insight into consumers' shopping
habits as well as the ability to work with consumer packaged goods companies
to develop targeted product communications.

    Online Booking Capabilities
    ---------------------------

    On February 20, 2009, Aeroplan launched a number of online booking
enhancements offering members more choice, greater flexibility, ease of use
and robust self-service functionality.

    Contact Centres
    ---------------

    On January 28, 2009, the Corporation announced that the tentative labour
agreement between Aeroplan, the CAW Local 2002 and Air Canada as announced on
January 14, 2009 had not been ratified.
    In line with the Corporation's November 14, 2008 announcement, all agents
working in Aeroplan's Contact Centres in Vancouver and Montreal are being
offered continued employment effective June 1, 2009, in the same positions,
unless, if eligible, they elect to return to Air Canada.

    Corporate Social Responsibility

    Beyond Miles Program
    --------------------

    On November 18, 2008, Aeroplan Canada welcomed War Child Canada as its
newest charitable partner in Beyond Miles. Beyond Miles is a program that
enables Aeroplan Members to donate Aeroplan Miles to outstanding Canadian
charities that are committed to improving lives and enriching communities
across Canada and abroad. Aeroplan launched the partnership with a 1,250,000
donation of Aeroplan Miles and, as part of its commitment to the environment;
Aeroplan will also fully offset all carbon emissions from War Child Canada
flights taken using donated miles.

    Green It Up
    -----------

    Aeroplan and its Green Coalition of partners: CIBC, American Express and
Avis celebrated the first anniversary of its Green it Up program on December
5, 2008 by matching all Aeroplan Miles redeemed for carbon offsets by 50 per
cent. Aeroplan Members from across Canada redeemed more than 3 million miles
for carbon offset credits. Once matched, the total miles redeemed for offsets
that day added up to over 9 million Aeroplan Miles - equivalent to 3,856.04
tonnes of emissions or the equivalent of pulling 641 large cars off the road
for one year.

    Non-GAAP Measures

    In order to provide a better understanding of the results, the following
terms are used:

    Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
    (Adjusted EBITDA)

    EBITDA adjusted for certain factors particular to the business, such as
changes in deferred revenue and Future Redemption Costs ("Adjusted EBITDA"),
is used by management to evaluate performance, and to measure compliance with
debt covenants. Management believes Adjusted EBITDA assists investors in
comparing the Corporation's performance on a consistent basis without regard
to depreciation and amortization, which are non-cash in nature and can vary
significantly depending on accounting methods and non-operating factors such
as historical cost.
    Adjusted EBITDA is not a measurement based on GAAP, is not considered an
alternative to operating income or net income in measuring performance, and is
not comparable to similar measures used by other issuers. For a reconciliation
to GAAP, please refer to the SUMMARY OF CONSOLIDATED OPERATING RESULTS AND
RECONCILIATION OF EBITDA, ADJUSTED EBITDA, ADJUSTED NET EARNINGS AND FREE CASH
FLOW included in the attached schedule. Adjusted EBITDA should not be used as
an exclusive measure of cash flow because it does not account for the impact
of working capital growth, capital expenditures, debt repayments and other
sources and uses of cash, which are disclosed in the statements of cash flows.

    Adjusted Net Earnings

    Net earnings in accordance with GAAP adjusted for Amortization of
Accumulation Partners' contracts and technology; Change in deferred revenue,
Change in Future Redemption Costs and the income tax effect thereon calculated
at the effective income tax rate as reflected in the statement of operations,
provides a measurement of profitability calculated on a basis consistent with
Adjusted EBITDA.
    Adjusted Net Earnings is not a measurement based on GAAP, is not
considered an alternative to net earnings in measuring profitability, and is
not comparable to similar measures used by other issuers. For a reconciliation
to GAAP, please refer to the SUMMARY OF CONSOLIDATED OPERATING RESULTS AND
RECONCILIATION OF EBITDA, ADJUSTED EBITDA, ADJUSTED NET EARNINGS AND FREE CASH
FLOW included in the attached schedule.

    Standardized Free Cash Flow ("Free Cash Flow")

    Free Cash Flow is a non-GAAP measure recommended by the CICA in order to
provide a consistent and comparable measurement of free cash flow across
entities of cash generated from operations and is used as an indicator of
financial strength and performance.
    Free Cash Flow is defined as cash flows from operating activities, as
reported in accordance with GAAP, less adjustments for:

    
    (a) total capital expenditures as reported in accordance with GAAP; and
    (b) dividends, when stipulated, unless deducted in arriving at cash flows
        from operating activities.
    

    For reconciliation to cash flows from operations please refer to the
SUMMARY OF CONSOLIDATED OPERATING RESULTS AND RECONCILIATION OF EBITDA,
ADJUSTED EBITDA, ADJUSTED NET EARNINGS AND FREE CASH FLOW included in the
attached schedule.
    EBITDA and Free Cash Flow are non-GAAP measurements prescribed by the
CICA in accordance with the draft recommendations provided in their February
2008 publication, Improved Communications with Non-GAAP Financial Measures -
General Principles and Guidance for Reporting EBITDA and Free Cash Flow.

    Quarterly Investor Conference Call / Audio Webcast

    Groupe Aeroplan Inc. will hold an analyst call at 1:00 p.m. ET on Friday,
February 27, 2009 to discuss its 2008 year-end and fourth quarter results. The
call may be accessed by dialing toll free: 1-800-732-0232 or 416-644-3420 for
the Toronto area. The call will be simultaneously audio webcast at
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=2551340
    An archive of the audio webcast will be available at:
http://www.groupeaeroplan.com/pages/invEvents.php for ninety days following
the original broadcast.
    The audited consolidated financial statements and a slide presentation
will be accessible on the investor relations website at groupeaeroplan.com
under Financial Results.

    About Groupe Aeroplan Inc.

    Groupe Aeroplan Inc. is a leading international loyalty management
corporation. Groupe Aeroplan owns Aeroplan, Canada's premier loyalty program
and Nectar, the United Kingdom's leading coalition loyalty program. In the
Gulf Region, Groupe Aeroplan owns 60 per cent of Rewards Management Middle
East, the operator of Air Miles programs in the United Arab Emirates, Qatar
and Bahrain. Groupe Aeroplan also operates LMG Insight & Communication, a
customer-driven insight and data analytics business offering worldwide
services to retailers and their suppliers.
    For more information about Groupe Aeroplan, please visit
www.groupeaeroplan.com.

    Caution Concerning Forward-Looking Statements

    Certain statements in this news release may contain forward-looking
statements. Forward-looking statements, by their nature, are based on
assumptions and are subject to important risks and uncertainties. Any
forecasts or forward-looking predictions or statements cannot be relied upon
due to, amongst other things, changing external events and general
uncertainties of the business and its corporate structure. Results indicated
in forward-looking statements may differ materially from actual results for a
number of reasons, including without limitation, dependency on top
accumulation partners, Air Canada or travel industry disruptions, Air Canada
liquidity issues, labour relations and pension liability, reduction in
activity, usage and accumulation of Aeroplan Miles, retail market or economic
downturn, greater than expected redemptions for rewards, industry competition,
supply and capacity costs, unfunded future redemption costs, changes to the
Aeroplan and Nectar Programs, seasonal nature of the business, regulatory
matters, VAT appeal and value and liquidity of the common shares, as well as
the other factors identified throughout the MD&A. The forward-looking
statements contained in this discussion represent the Corporation's
expectations as of February 26, 2009, and are subject to change after such
date.
    However, the Corporation disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required under applicable
securities regulations.

    --------------------
    (*) Non-GAAP measure


    
       SUMMARY OF CONSOLIDATED OPERATING RESULTS AND RECONCILIATION OF
      EBITDA, ADJUSTED EBITDA, ADJUSTED NET EARNINGS AND FREE CASH FLOW
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (in thousands, except                                          Year
     share and per share                                         over year
     information)                      % change                   % change
                   ----------------------------------------------------------
                                                                2008    2007
                                                                over    over
                           2008         2007(1)        2006(2)  2007    2006
    -------------------------------------------------------------------------
    Gross Billings
     from the sale
     of Aeroplan
     Miles            1,420,548        952,165        851,851   49.2    11.7
    -------------------------------------------------------------------------
    Aeroplan Miles
     revenue          1,377,736        848,665        709,269   62.3    19.6
    Other revenue        80,493         57,750         60,118   39.4    (3.9)
    -------------------------------------------------------------------------
    Total revenue     1,458,229        906,415        769,387   60.9    17.8
    Cost of rewards    (859,082)      (540,061)      (465,254)  59.1    16.1
    -------------------------------------------------------------------------
    Gross margin        599,147        366,354        304,133   63.5    20.5
    Selling,
     general and
     administrative
     expenses          (271,591)      (164,841)      (149,406)  64.8    10.3
    Depreciation
     and
     amortization       (20,636)       (11,804)       (14,260)  74.8   (17.2)
    -------------------------------------------------------------------------
    Operating income
     before
     amortization of
     Accumulation
     Partners'
     contracts and
     technology         306,920        189,709        140,467   61.8    35.1
    -------------------------------------------------------------------------
    Depreciation and
     amortization        20,636         11,804         14,260   74.8   (17.2)
    Foreign exchange
     gain (loss)         (2,301)        (2,875)             -  (20.0)      -
    -------------------------------------------------------------------------
    EBITDA(4)           325,255        198,638        154,727   63.7    28.4
    -------------------------------------------------------------------------
    Adjustments:
    Change in
     deferred
     revenue
      Gross billings
       from the sale
       of Aeroplan
       Miles          1,420,548        952,165        851,851
      Aeroplan Miles
       revenue       (1,377,736)      (848,665)      (709,269)
    Change in Future
     Redemption
     Costs (3)          (51,202)       (52,916)       (80,915)
      (Change in Net
       Aeroplan Miles
       outstanding x
       Average Cost
       of Rewards per
       Mile for the
       period)
    -------------------------------------------------------------------------
    Subtotal of
     Adjustments         (8,390)        50,584         61,667
    -------------------------------------------------------------------------
    Adjusted
     EBITDA(4)          316,865        249,222        216,394   27.1    15.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings
     (loss) in
     accordance
     with GAAP         (965,210)        (4,819)       143,529
    Weighted
     average
     number of
     shares
     (units)        199,392,420    190,023,236(7) 199,707,713
    Earnings
     (loss) per
     share (unit)         (4.84)         (0.03)          0.72
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings
     (loss) in
     accordance
     with GAAP         (965,210)        (4,819)       143,529
    Amortization of
     accumulation
     partners'
     contracts and
     technology          87,838              -              -
    Subtotal of
     Adjustments
     (from above)        (8,390)        50,584         61,667
    Effective tax
     rate(5)              (0.38)             -              -
    Tax on
     adjustments at
     the effective
     rate                    32              -              -
    -------------------------------------------------------------------------
    Adjusted net
     earnings before
     impairment
     charge (4)         274,970         45,765        205,196
    Adjusted net
     earnings before
     impairment charge
     per share
     (unit)                1.38           0.24           1.03
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings
     (loss) before
     impairment
     charge             195,490         (4,819)       143,529
    Earnings (loss)
     per share
     before
     impairment
     charge                0.98          (0.03)          0.72
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Cash flow from
     operations         323,079        308,245        320,977
    Maintenance
     Capital
     Expenditures       (22,558)       (16,325)       (21,923)
    Dividends /
     distributions     (122,981)      (173,000)(6)   (144,169)
    -------------------------------------------------------------------------
    Free cash
     flow(4)            177,540        118,920        154,885   49.3   (23.2)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total assets      5,017,720      6,118,340        824,383
    Total long-term
     liabilities      1,428,503      1,579,297        967,921
    Total monthly
     dividends /
     distributions
     declared, post
     offering           108,983        168,000(6)     146,460
    Total monthly
     dividends /
     distributions
     declared per
     unit, post
     offering              0.55           0.84           0.73
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Has been derived by adding the results of the Partnership prior to
        March 14, 2007 to the results of the Fund for the year;
    (2) 2006 results presented for comparative purposes are those of the
        Partnership;
    (3) The per unit cost derived from this calculation is retroactively
        applied to all prior periods with the effect of revaluing the
        liability on the basis of the latest available average unit cost;
    (4) A non-GAAP measurement;
    (5) Effective tax rate calculated as follows: income tax expense per
        statement of operations / earnings before income taxes for the
        period;
    (6) Distributions paid and declared in 2007 are those of the Partnership.
    (7) Represents the weighted average number of units of the Fund


    -------------------------------------------------------------------------
    SUMMARY OF QUARTERLY RESULTS

    This section includes sequential quarterly data for the eight quarters
    ended December 31, 2008.
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (in thousands, except
     per share amounts)                               2008
    (unaudited)                      Q4          Q3          Q2          Q1
                                      $           $           $           $
    -------------------------------------------------------------------------
    Gross Billings              364,437     355,603     357,858     342,650
    -------------------------------------------------------------------------
    Aeroplan Miles revenue      409,552     313,319     317,579     337,286
    Other revenue                20,780      21,635      19,149      18,929
    -------------------------------------------------------------------------
    Total revenue               430,332     334,954     336,728     356,215
    Cost of rewards             252,229     191,033     192,593     223,227
    -------------------------------------------------------------------------
    Gross margin                178,103     143,921     144,135     132,988
    Selling, general and
     administrative expenses     66,426      71,027      69,627      64,511
    Depreciation and
     amortization                 6,494       4,472       4,998       4,672
    -------------------------------------------------------------------------
    Operating income before
     amortization of
     Accumulation Partners'
     contracts and technology   105,183      68,422      69,510      63,805
    Amortization of
     Accumulation Partners'
     contracts and technology    19,836      22,636      22,688      22,678
    -------------------------------------------------------------------------
    Operating income             85,347      45,786      46,822      41,127
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings (loss)      (1,073,752)     34,956      31,454      42,132
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Adjusted EBITDA(2)           77,814      80,026      77,327      77,580
    -------------------------------------------------------------------------

    Adjusted net earnings
     excluding impairment
     charge(2)                   84,661      63,229      60,822      69,229
    -------------------------------------------------------------------------
    Net earnings before
     impairment charge           86,948      34,956      31,454      42,132
    EPS before impairment
     charge                        0.44        0.18        0.16        0.21
    -------------------------------------------------------------------------
    Free cash flow(2)            42,492     115,868      43,636     (24,456)
    -------------------------------------------------------------------------

    Earnings per share (unit),
     in accordance with GAAP
     - Groupe Aeroplan / Fund     (5.39)       0.18        0.16        0.21
    Earnings per share (unit),
     in accordance with GAAP
     - Partnership                  n/a         n/a         n/a         n/a
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    -------------------------------------------------------------------------
    (in thousands, except
     per share amounts)                               2007
    (unaudited)                      Q4          Q3        Q2(1)       Q1(1)
                                      $           $           $           $
    -------------------------------------------------------------------------
    Gross Billings              248,380     236,877     238,931     227,977
    -------------------------------------------------------------------------
    Aeroplan Miles revenue      207,944     205,074     207,086     228,561
    Other revenue                13,634      14,165      13,198      16,753
    -------------------------------------------------------------------------
    Total revenue               221,578     219,239     220,284     245,314
    Cost of rewards             129,181     127,205     128,541     155,134
    -------------------------------------------------------------------------
    Gross margin                 92,397      92,034      91,743      90,180
    Selling, general and
     administrative expenses     43,017      40,713      41,707      39,403
    Depreciation and
     amortization                 3,059       3,230       2,811       2,704
    -------------------------------------------------------------------------
    Operating income before
     amortization of
     Accumulation Partners'
     contracts and technology    46,321      48,091      47,225      48,073
    Amortization of
     Accumulation Partners'
     contracts and technology    18,112      18,112           -           -
    -------------------------------------------------------------------------
    Operating income             28,209      29,979      47,225      48,073
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings (loss)          51,697      32,259      49,450      50,116
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Adjusted EBITDA(2)           64,131      64,519      65,171      59,980

    -------------------------------------------------------------------------
    Adjusted net earnings
     excluding impairment
     charge(2)                   84,561      63,569      64,585      59,319
    -------------------------------------------------------------------------
    Net earnings before
     impairment charge           51,697      32,259      49,450      50,116
    EPS before impairment
     charge                        0.27        0.17        0.26        0.26
    -------------------------------------------------------------------------
    Free cash flow(2)            21,271      47,667      26,163      23,856
    -------------------------------------------------------------------------

    Earnings per share (unit),
     in accordance with GAAP
     - Groupe Aeroplan / Fund      0.26        0.16       (0.68)       0.16
    Earnings per share (unit),
     in accordance with GAAP
     - Partnership                 0.24        0.26        0.25        0.25
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Results presented for comparative purposes are those of the
        Partnership.
    (2) A non-GAAP measurement.
    




For further information:

For further information: Media: Michèle Meier, (514) 205-7028,
michele.meier@aeroplan.com; JoAnne Hayes, (416) 352-3706,
joanne.hayes@aeroplan.com; Analysts: Trish Moran, (416) 352-3728,
trish.moran@aeroplan.com


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