Aimia Announces Groundbreaking Transformation of Aeroplan Program; Signs New 10-year Financial Credit Card Agreement to Commence in 2014

MONTREAL, June 27, 2013 /CNW Telbec/ – Aimia (TSX: AIM) announced
groundbreaking changes to the Aeroplan program today. The
transformation, which is expected to reinforce Aeroplan’s position as
the leading premium coalition loyalty program in Canada, was announced
in conjunction with a framework for an enhanced ten year financial
credit card agreement to become effective from January 1, 2014.

“Today’s announcement is about launching an outstanding loyalty
experience that puts members first and extends Aeroplan’s position in
the Canadian loyalty market” said Rupert Duchesne, Group Chief
Executive of Aimia. “We have built an Aeroplan program that provides
high earning members with the rewards and recognition that they deserve
and desire, rewarding them for the miles they earn – whether it is with
our airline, travel, retail or financial card partners – while
maintaining the fantastic core value that benefits all of our members.”

The changes announced today are expected to redefine the Canadian
loyalty space, and reinforce Aeroplan’s market leadership in Canada
over the next decade by providing significantly improved benefits to
members through major new investments in the Aeroplan value
proposition.  The changes create a paradigm shift for global
travel-based loyalty programs, extending access to an unrivalled
loyalty experience to both top accumulating financial cardholders and
frequent flyers.  Aimia expects these changes to drive improved growth
and strong free cash flow generation over the longer term for

Aeroplan Program Enhancements

In addition to the market leading value of Aeroplan’s ClassicFlight
rewards which will continue to give members access at low fixed mileage
levels to Star Alliance carriers and to 8% of seat capacity on Air
Canada routes, members will also start enjoying a range of important
and innovative program enhancements as of January 1, 2014. These will

  • The launch of Distinction, a new tiered recognition program that rewards top accumulating members
    with preferential mileage levels for redemption. Distinction is a
    unique member recognition program independent from Air Canada’s
    Altitude program. Distinction levels are achieved based on total miles
    earned across all coalition partners including airline, travel, retail
    and financial card partners;
  • New Market Fare Flight Rewards to replace ClassicPlus Flight Rewards; offering members significantly
    improved value, with all members able to take advantage of mileage
    levels reduced by up to 20%, and Distinction members enjoying
    reductions of up to 50%;
  • The cancellation of the seven-year mileage redemption policy, with miles
    no longer expiring for members active in the program each year.

“Aeroplan has been driving innovation in customer loyalty since its
inception in 1984 and we’re proud of all we’ve achieved. Our members’
feedback has inspired the transformative changes that we will be
bringing to the program in 2014. It is this commitment to delivering
the best customer loyalty program in Canada that will not only foster
continued member engagement, but we are confident it will also attract
new members to the program,” added Duchesne. “This is also about
getting the right economics in place for the future.  New investment
should deliver growth, ensure alignment for coalition anchor partners
like Air Canada and deliver significant value for our shareholders over
the longer term.”

A Framework for a Financial Credit Card Partner for the Next Decade

Over the last 18 months, Aimia has run a renewal process for Aeroplan’s
financial card portfolio to define an enhanced partnership aimed at
delivering growth over the next decade.

The agreement announced today sets out a framework for an enhanced
financial credit card relationship.  The provisions of the new
agreement will help fund the enhancements to the Aeroplan program being
announced today.

TD Bank Group (“TD”) will become Aeroplan’s new financial credit card
partner for the 10-year period effective from January 1, 2014,
replacing CIBC, unless CIBC chooses to exercise its contractual right
to match the terms of the agreement which expires on or before August
9, 2013

Aeroplan’s current agreement with CIBC will continue until December 31,
. Members can continue to earn miles as usual on their CIBC
Aerogold co-branded credit cards and take advantage of any Aeroplan
promotions related to these cards for the remainder of 2013.

Negotiations with American Express are proceeding in parallel and are

“We entered into this process with a clear objective – to grow the
portfolio with a bank who is committed to building the Aeroplan program
with us.  The process we have run has confirmed the attractiveness of
the Aeroplan portfolio.  Under the terms of the new agreement, our
financial card partner will contribute to the funding and support
required to transform the program and drive increased engagement among
premium Canadian consumers,” added Duchesne. “Recognizing that more
than half of Aeroplan Miles accumulated in 2012 were earned through
financial card spend, a successful credit card partnership is an
important element of our longer term evolution.”

Features of New Credit Card Offerings

New Aeroplan co-branded financial credit cards, to be launched in 2014,
will provide cardholders with more flexible options, better earn rates
and new recognition features; all of which is in addition to the
benefits to be added under the Distinction program.

A new enhanced premium card targeted at high net worth Canadian households, with a higher earn
rate, will be offered, in addition to premium and mid-market credit cards.

The launch of two additional co-branded targeted credit cards is
expected to include:

  • one aimed at customers travelling frequently between Canada and the
    United States; and
  • a second specifically for Canadian small business owners, which will
    allow small business owners to choose additional features and benefits
    specifically designed to their needs.

Both the enhanced premium and premium cards will include a suite of
unique Air Canada features and benefits.

In a number of instances during 2014, annual fees will be waived and
bonus miles awarded to welcome members to the new cards.

Terms of a New Financial Credit Card Agreement

The terms of a new 10-year financial credit card framework agreement
will include:

  • a more than 15% increase in price per mile to align to market levels;
  • a commitment to minimum miles purchases for the first three years;
  • a joint marketing spend of around $140 million over four years to
    support new cards and new program features;
  • use of Aeroplan bonus miles to drive future member acquisition and
    longer term growth in Gross Billings; and
  • more comprehensive collaboration around data and customer insight

In addition, the agreement provides for

  • a $100 million upfront contribution payable in 2014 to Aimia to help
    fund program enhancements; and
  • an $80 million contractual break fee payable in 2013 by Aimia to TD in
    the event CIBC exercises its contractual right to match on or before
    August 9, 2013.

Should the agreement with TD become effective, Gross Billings growth
could be dampened through the transition period to a new bank, however
the miles purchase commitment would guarantee a value equivalent to the
Gross Margin that would have been generated on approximately 65% of
CIBC’s 2012 Gross Billings in 2014, increasing to a value equivalent to
over 90% in 2015 and 2016. When combined with the upfront program
contribution of $100 million and tax benefits to be realized, this
should also ensure solid cash flow generation to maintain the dividend
through any transition in 2014.

Higher Gross Billings, combined with new contract economics, are
expected to offset increased program costs, and generate improving cash
flow returns post-transition.

2013 Breakage Adjustments to Reflect Aeroplan Program Enhancements

While enhanced Aeroplan benefits will only be launched on January 1,
, Aimia is making a significant adjustment to its long term
breakage rate estimate, effective immediately, in accordance with IFRS
and to align with our current expectations for an increase in member
engagement and the cancellation of the seven-year mileage redemption

As a result, the estimate of the breakage rate for the Aeroplan program
will decline from 18% to approximately 11%.  2013 Adjusted EBITDA will
be adjusted downwards by approximately $50 million to reflect the
change in the breakage rate.

The breakage rate change will also result in a non-cash, after-tax
adjustment to net earnings of approximately $520 million.  Aimia also
expects to realize the benefit of a taxable loss from this breakage
adjustment, which will include a substantial loss carryback to be
received in 2014.  In addition, Aimia does not expect to pay cash taxes
in Canada for the remainder of 2013 or for the next few years.

2013 Outlook

In line with the financial adjustments described above, Aimia is today
revising its previously provided 2013 annual guidance with respect to
Adjusted EBITDA, Free Cash Flow before dividends and Income Taxes.

The Corporation had previously guided 2013 Adjusted EBITDA to be
approximately $425 million, which is now being revised to be
approximately $375 million. The revision is principally due to the $50
reduction to Adjusted EBITDA, reflecting the full year impact
of the lower breakage rate described above.  In the event that CIBC
exercises its contractual right to match and is confirmed as the
program’s financial credit card partner, Adjusted EBITDA would be
revised downwards by a further $80 million due to the contractual break
fee which would become payable to TD.

The Corporation had previously guided 2013 Free Cash Flow before
dividends to be between $255 million and $275 million.  While our
current view on free cash flow remains unchanged, in the event that
CIBC exercises its contractual right to match and is confirmed as the
program’s financial credit card partner, Free Cash Flow before
dividends is expected to be revised downwards by $80 million due to the
contractual break fee which would become payable to TD.

While Aimia’s 2013 tax rate is expected to approximate 27% in Canada, it
now expects that it will not be required to pay any further cash taxes
in 2013 as a result of the realization of tax losses from adjustment to
net earnings of approximately $520 million described above.

A number of other factors, including additional marketing and transition
costs incurred in the second half of 2013 to ensure the successful
introduction of a new partner, and the enhanced Aeroplan program could
result in the Corporation’s actual 2013 results differing from its
revised 2013 annual guidance for Adjusted EBITDA and Free Cash flow
before dividends.  Aimia is unable to reasonably assess these factors
until the identity of its credit card partner is confirmed on or prior
to August 9, 2013 but expects to be in a position to provide more
precision with respect to the revised 2013 guidance ranges following
confirmation of the identity of its credit card partner.

The above guidance should be read in conjunction with the more detailed
guidance provided in earnings releases dated February 27, 2013 and May
13, 2013
. It does not include the one-time benefit in 2013 of $25.7
(£16.7 million) to Adjusted EBITDA and a one-time cash outflow
of $7.0 million (£4.5 million) expected as a result of the UK Supreme
Court’s ruling in Aimia’s favour relating to Value Added Tax (VAT)
litigation, as announced on June 20, 2013.  The above guidance excludes
the effects of fluctuations in currency exchange rates. In addition,
Aimia made a number of economic and market assumptions in preparing its
2013 forecasts, including assumptions regarding the performance of the
economies in which the Corporation operates and market competition and
tax laws applicable to the Corporation’s operations. The Corporation
cautions that the assumptions used to prepare the forecasts for 2013,
although reasonable at the time they were made, may prove to be
incorrect or inaccurate.  In addition, the above forecasts do not
reflect the potential impact of any non-recurring or other special
items or of any new material commercial agreements, dispositions,
mergers, acquisitions, other business combinations or other
transactions that may be announced or that may occur after June 27,
. The financial impact of these transactions and non-recurring and
other special items can be complex and depends on the facts particular
to each of them. We therefore cannot describe the expected impact in a
meaningful way or in the same way we present known risks affecting our
business. Accordingly, our actual results could differ materially from
our expectations as set forth in this news release. The outlook
provided constitutes forward-looking statements within the meaning of
applicable securities laws and should be read in conjunction with the
“Caution Concerning Forward-Looking Statements” section.

Investor and Analyst Call

Aimia will host a conference call to discuss the announcement at 8:00
a.m. ET
today, Thursday, June 27, 2013. The call can be accessed by
dialing 1-888-231-8191 or 647-427-7450 for the Toronto area. The call
will be simultaneously audio webcast at:

Further Information about Aeroplan Program Enhancements

For more information on the program enhancements, read the press release
and FAQs at  Consumer questions can also be addressed on Twitter (@Aeroplan) or
Facebook ( or by contacting the Aeroplan Contact Centre at:  1-800-361-5373.

Use of Non-GAAP Financial Information

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

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization
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 and
impairment charges, which are non-cash in nature and can vary
significantly depending on accounting methods and non-operating factors
such as historical cost. Adjusted EBITDA also includes distributions
and dividends received from equity-accounted investments.

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 with the financial results dated February 27, 2013 and May 13,
. 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
Adjusted Net Earnings provides a measurement of profitability calculated
on a basis consistent with Adjusted EBITDA. Net earnings attributable
to equity holders of the Corporation are adjusted to exclude
Amortization of Accumulation Partners’ contracts, customer
relationships and technology, share of net earnings (loss) of equity
accounted investments and impairment charges. Adjusted Net Earnings
includes the Change in deferred revenue and Change in Future Redemption
Costs, net of the income tax effect and non-controlling interest effect
(where applicable) on these items at an entity level basis. Adjusted
Net Earnings also includes distributions and dividends received from
equity-accounted investments.

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 with the financial
results dated February 27, 2013 and May 13, 2013.

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;
(b)     dividends, when stipulated, unless deducted in arriving at cash
flows from operating activities.

For a 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 with
the financial results dated February 27, 2013 and May 13, 2013.

EBITDA and Free Cash Flow are non-GAAP measurements recommended by the
CICA in accordance with the recommendations provided in their October
publication, Improved Communications with Non-GAAP Financial Measures – General
Principles and Guidance for Reporting EBITDA and Free Cash Flow

Constant Currency

Because exchange rates are an important factor in understanding period
to period comparisons, the presentation of various financial metrics on
a constant currency basis or after giving effect to foreign exchange
translation, in addition to the reported metrics, helps improve the
ability to understand operating results and evaluate performance in
comparison to prior periods. Constant currency information compares
results between periods as if exchange rates had remained constant over
the periods. Constant currency is derived by calculating current-year
results using prior-year foreign currency exchange rates. Results
calculated on a constant currency basis should be considered in
addition to, not as a substitute for, results reported in accordance
with GAAP and may not be comparable to similarly titled measures used
by other companies.

Caution Concerning Forward Looking Statements

Forward-looking statements are included in this news release. These
forward-looking statements are identified by the use of terms and
phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”,
“intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and
“should” and similar terms and phrases, including references to
assumptions. Such statements may involve but are not limited to
comments with respect to strategies, expectations, planned operations
or future actions.

Forward-looking statements, by their nature, are based on assumptions
and are subject to important risks and uncertainties. Any forecasts,
predictions or forward-looking statements cannot be relied upon due to,
among 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 and clients, the effective implementation of
Aeroplan program enhancements and a new financial card partnership and
associated cardholder migration, conflicts of interest, greater than
expected redemptions for rewards, regulatory matters, retail
market/economic conditions, industry competition, Air Canada liquidity
issues, Air Canada or travel industry disruptions, airline industry
changes and increased airline costs, supply and capacity costs,
unfunded future redemption costs, failure to safeguard databases and
consumer privacy, changes to coalition loyalty programs, seasonal
nature of the business, other factors and prior performance, foreign
operations, legal proceedings, reliance on key personnel, labour
relations, pension liability, technological disruptions and inability
to use third party software, failure to protect intellectual property
rights, interest rate and currency fluctuations, leverage and
restrictive covenants in current and future indebtedness, uncertainty
of dividend payments, managing growth, credit ratings, as well as the
other factors identified in this news release and throughout Aimia’s
public disclosure record on file with the Canadian securities
regulatory authorities.

The forward-looking statements contained herein represent Aimia’s
expectations as of June 27, 2013, and are subject to change after such
date. However, Aimia 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.

About Aeroplan
Aeroplan, Canada’s premier coalition loyalty program, is owned by Aimia
Inc., a global leader in loyalty management. Aeroplan’s millions of
members earn Aeroplan Miles with its growing network of over 75
world-class partners, representing more than 150 brands in the
financial, retail, and travel sectors.

In 2012, approximately 2.3 million rewards were issued to members
including more than 1.6 million flights on Air Canada and Star Alliance
carriers which offer travel to more than 1,000 destinations worldwide.
In addition to flights, members also have access to over 1,000 exciting
specialty, merchandise, hotel, car rental and experiential rewards.

About Aimia
Aimia Inc. (“Aimia” or the “Corporation”) is a global leader in loyalty
management. Employing more than 4,000 people in over 20 countries
worldwide, Aimia offers clients, partners and members proven expertise
in launching and managing coalition loyalty programs, delivering
proprietary loyalty services, creating value through loyalty analytics
and driving innovation in the emerging digital, mobile and social
communications spaces.

Aimia owns and operates Aeroplan, Canada’s premier coalition loyalty
program and Nectar, the United Kingdom’s largest coalition loyalty
program. In addition, Aimia owns stakes in Air Miles Middle East,
Nectar Italia, Mexico’s leading coalition loyalty program Club
Premier,Brazil’s Prismah Fidelidade, and i2c, a joint venture
with Sainsbury’s offering insight and data analytics services in
the UK to retailers and suppliers. Aimia also holds a minority position
in Cardlytics, a US-based private company operating in
transaction-driven marketing for electronic banking. Aimia is listed on
the Toronto Stock Exchange (TSX: AIM). For more information, visit us





JoAnne Hayes

Karen Keyes

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