AEROPLAN CANADA INC.

AEROPLAN CANADA INC.

February 08, 2007 04:00 ET

Aeroplan Reports 2006 Year-End and Fourth Quarter Results

    MONTREAL, Feb. 8  - Aeroplan Income Fund (the "Fund")
(TSX: AER.UN) today reported the 2006 year-end and fourth quarter results of
Aeroplan Limited Partnership ("Aeroplan LP").2006 Financial Highlights

    - Gross billings of $851.9 million, an annual increase of 12.9%
    - Operating income $140.5 million, or a 37.8% annual increase
    - Adjusted EBITDA(*) $216.4 million, an annual increase of 28.7%
    - Distributable cash(*) $199.4 million, or a 31.0% annual increase

    Fourth Quarter 2006 Financial Highlights

    - Gross billings of $226.7 million, up 15.3% from the comparative period
    - Operating income $37.3 million, or a 23.5% increase
    - Adjusted EBITDA(*) $57.0 million, up 11.3% from the comparative period
    - Distributable cash(*) $53.0 million, or a 12.3% increase

    "2006 was another year of solid growth and key achievements, with more
partnerships, rewards and value delivered to our unitholders, members and
partners," said Rupert Duchesne, President and CEO, Aeroplan. "The year saw
continued growth of our business model, as demonstrated by the range and
diversity of new partnerships formed and by the introduction of Aeroplan's
ClassicPlus Flight Rewards, a sophisticated industry-first reward product."

    Aeroplan Financial Performance

    Gross billings from the sale of Aeroplan Miles grew 12.9% to
$851.9 million on a full-year basis, compared to $754.8 million in 2005.
Fourth quarter gross billings went from $196.6 million in 2005 to $226.7
million in 2006, a 15.3% quarter over quarter increase as a result of general
growth in consumer spending and continued momentum in the travel industry.
    For the full fiscal year, operating income amounted to $140.5 million in
2006 compared to $101.9 million in 2005 or a 37.8% increase. For the fourth
quarter, operating income amounted to $37.3 million, compared to $30.2 million
for the corresponding quarter of 2005, a 23.5% increase, mainly attributable
to the higher proportion of Aeroplan Miles redeemed and higher reward
redemption activity partly attributable to the introduction of ClassicPlus
Flight Rewards.
    At year end, Aeroplan had $166.9 million of cash and cash equivalents and
$452.8 million of short-term investments, for a total of $619.7 million
compared to $464.9 million at the end of 2005. The Aeroplan Miles redemption
reserve of $400.0 million is included in this amount.
    On a full year basis, adjusted EBITDA and distributable cash amounted to
$216.4 million and $199.4 million, respectively, compared to $168.1 million
and $152.2 million in 2005, respectively. In the fourth quarter, adjusted
EBITDA amounted to $57.0 million compared to $51.2 million in the fourth
quarter of 2005 and distributable cash was $53.0 million compared to
$47.2 million for the fourth quarter of 2005.

    Fourth Quarter 2006 Key Operational Achievements

    ClassicPlus Flight Rewards

    On October 16, 2006, Aeroplan unveiled its breakthrough ClassicPlus Flight
Rewards product. ClassicPlus Flight Rewards offers Aeroplan members
unrestricted access to available seat inventory across the Air Canada and Air
Canada Jazz networks in both Economy and Executive Class. While Aeroplan's new
ClassicPlus Flight Rewards offer more choice and flexibility, it is important
to note that Aeroplan's existing ClassicFlight Rewards have not changed.
Aeroplan's fixed mileage grid and seat availability remain the core element of
Aeroplan's value proposition to members (i.e. booking a ClassicFlight from
Toronto to New York City remains 15,000 Aeroplan Miles; a ClassicFlight Reward
from Montreal to Los Angeles remains 25,000 Aeroplan Miles). These rewards
will continue to represent 8% of Air Canada and Air Canada Jazz seat capacity
on every route, every month.
    With ClassicPlus Flight Rewards, all capacity available over and above
this 8% is offered to members at variable mileage levels. Aeroplan uses a new
and innovative availability and booking tool to source seat inventory and to
calculate mileage levels on a real-time basis. The number of miles required to
redeem for ClassicPlus Flight Rewards is based on actual airline ticket prices
- minus Aeroplan's negotiated rates as the airline's largest purchaser of
seats - and therefore varies in a way similar to airline pricing, including
factors such as origin, destination, seasonality, time and day of travel.
    Members may choose how and when to redeem for reward travel that best
suits their individual needs. Booking in advance tends to allow best access to
Aeroplan's industry-leading ClassicFlight Rewards; however reward travel can
be booked right up until two hours prior to a flight's departure should seats
remain available.
    The terms and conditions of Aeroplan's ClassicFlight Rewards and
ClassicPlus Flight Rewards are similar to those normally associated with a
higher-priced airline ticket: changes, cancellations and refunds are easily
made through Aeroplan's contact centres, making reward travel worry- and
hassle-free.

    Partnerships and Promotions

    On November 21, 2006, Aeroplan's partner, CIBC, announced Mileage
Multiplier: a new product feature that offers significant enhancements to
CIBC's Aerogold Visa card to enable cardholders to automatically earn 50 per
cent more Aeroplan Miles on everyday credit card purchases at grocery stores,
gas stations or drug stores in Canada and abroad. Through the new CIBC Mileage
Multiplier feature, cardholders earn 1.5 Aeroplan Miles for every dollar spent
on everyday purchases, up from 1 mile per dollar spent.
    This feature enhancement complements Aeroplan's retail strategy and
delivers significant value to Aeroplan's members and CIBC's cardholders.
    During the fourth quarter of 2006, three partnership agreements and one
national promotional program were announced.

    Home Hardware
    -------------
    Aeroplan and Home Hardware Stores Limited announced a national, exclusive
multi-year partnership. Starting later this winter, Aeroplan members can earn
1 Aeroplan Mile for every $2 spent at the more than 1,000 Home Hardware, Home
Building Centre, Home Hardware Building Centre and Home Furniture stores
across Canada.

    Pepsi-QTG
    ---------
    Aeroplan and Pepsi-QTG Canada announced that the companies formed a
multi-year partnership designed to offer Aeroplan Miles on select Quaker and
Tropicana breakfast products. This marks the first entry ever of a consumer
packaged goods company as a partner in the Aeroplan program.
    Marketing promotions using Aeroplan Miles as an incentive will be created
to drive higher consumer product consumption, increased purchase frequency and
drive consumer traffic to retail locations that distribute selected Quaker and
Tropicana breakfast products.
    This on-going breakfast loyalty program will offer consumers the ability
to earn 10 Aeroplan Miles on each product purchased; the partnership debuted
on a number of specially marked Quaker and Tropicana breakfast products. Other
promotional elements may include contests, bonus Aeroplan Mile offers and
tactical promotional offers.

    Accor Hotels
    ------------
    Aeroplan and Accor announced that two of Accor's hotel brands, Sofitel and
Novotel, now offer Aeroplan members the opportunity to earn Aeroplan Miles for
stays at any of their 590 worldwide properties. Aeroplan members can earn 500
Aeroplan Miles per stay at a Sofitel property and 250 Aeroplan Miles per stay
at a Novotel property. As part of a special launch promotion, until March 30,
2007, Aeroplan members may earn double Aeroplan Miles for each stay in Canada
and the USA.

    DaimlerChrysler Canada Inc.
    ---------------------------
    Aeroplan and DaimlerChrysler Canada Inc., manufacturer of Chrysler, Jeep
and Dodge brand passenger cars, SUVs, sports tourers, minivans and pickups,
announced a promotion whereby Aeroplan members can earn and redeem Aeroplan
Miles on the purchase or lease of new, eligible Chrysler, Jeep and Dodge brand
vehicle by visiting any of the company's 460 participating dealerships across
Canada. This promotion ran from November 1, 2006 to January 2, 2007.

    New Non-Flight Rewards

    Aeroplan introduced three brand new prepaid, stored value cards in the
categories of Fashion, Home and Sommelier. These new ultra-flexible non-flight
rewards join the successful collection of Dining, Spa, Sports, Entertainment
and Getaways cards already in market. Using their Aeroplan Miles, members can
order cards in two shopping value increments: 14,000 Aeroplan Miles for a card
worth $100 and 33,500 Aeroplan Miles for a card worth $250. Using the card at
locations within the designated categories is as simple as asking if American
Express is accepted when presenting it in person, by phone, online or by mail.

    Distributions

    On October 16, 2006, it was announced that the trustees of the Fund had
approved a 12% increase in monthly cash distributions to unitholders from
$0.0625 per Fund unit, equivalent to $0.75 on an annualized basis, to $0.0700
per Fund unit, equivalent to $0.84 on an annualized basis, commencing with the
distribution payable on January 15, 2007 to the unitholders of record on
December 29, 2006.

    ACE Distribution and Exchange
    -----------------------------
    On December 28, 2006, it was announced that, in connection with a
distribution by ACE Aviation Holdings Inc. (ACE) of units of the Fund to its
shareholders pursuant to a statutory plan of arrangement approved in October
2006, ACE exchanged 50,000,000 units of Aeroplan Limited Partnership for an
equivalent number of Fund units.
    The exchange was made in accordance with the terms of the investor
liquidity agreement entered into at the time of the initial public offering of
Aeroplan Income Fund. The units of the Fund acquired by ACE as a result of the
exchange were distributed on January 10, 2007 to ACE shareholders.
    On January 10, 2007, ACE exchanged 60,000,000 units of Aeroplan Limited
Partnership for an equivalent number of Fund units in accordance with the
terms of the investor liquidity agreement. The Fund now has 159,454,165 units
issued and outstanding and holds a 79.7% interest in Aeroplan LP. Following
the exchange, ACE continues to hold a 50.3% aggregate interest in Aeroplan LP,
comprised of a 20.3% direct interest in Aeroplan LP and a 37.6% direct
interest in the Fund.

    Program Changes

    On October 16, 2006, Aeroplan announced changes to the program's terms and
conditions affecting mileage expiry.
    Starting January 1, 2007, miles that are unused after 7 years in an
account will expire, and will be deducted from the total balance in the
account. This means that Aeroplan Miles issued on January 1, 2007 or after,
can be redeemed for 7 years (84-months) from the month the mile is
accumulated. All Aeroplan Miles issued before January 1, 2007 will be
considered as accumulated on December 31, 2006, regardless of the actual
activity date. This will result in an end date of December 31, 2013 for miles
earned at any time prior to January 1, 2007.
    Starting July 1, 2007, Aeroplan will change the terms of its mileage
expiry policy. Members will have had to make at least one transaction - either
by accumulating miles or redeeming miles - at least once in the previous
12 months. Therefore, on July 1, 2007, if a member has not earned or redeemed
one mile in the time span of July 1, 2006 to June 30, 2007, the miles in their
account will expire. Members may have their account and miles reinstated,
either fully or partially. The cost is a $30 processing fee, plus 1 cent for
every reinstated mile, plus taxes.
    As always, Aeroplan's expiry policy does not apply to minors.

    Non-GAAP Measures

    In order to provide a better understanding of the results, Aeroplan uses
the following terms:

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

    EBITDA adjusted for certain factors particular to Aeroplan's business,
such as changes in deferred revenue and future redemption costs ("Adjusted
EBITDA") is used by management to evaluate performance, and is used in
measuring compliance with debt covenants and in making decisions relating to
distributions to unitholders. Management believes Adjusted EBITDA assists
investors in comparing a company'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 a non-GAAP measurement and may not be comparable with
similar measures reported by other entities, and is not considered an
alternative to operating income or net income in measuring performance. For a
reconciliation with GAAP, please refer to the Summary of Operating results and
reconciliation of Adjusted EBITDA and Distributable Cash. 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
repayment and other sources and uses of cash, which are disclosed in the
statements of cash flows.
    Refer to the attached schedule for a summary of operating results and
reconciliation of Adjusted EBITDA and Distributable Cash.

    Distributable Cash

    Distributable cash is a non-GAAP measure generally used by Canadian
open-ended trusts as an indicator of financial performance, and it should not
be seen as a measurement of liquidity or a substitute for comparable metrics
prepared in accordance with GAAP. Distributable cash may differ from similar
calculations as reported by other entities and, accordingly, may not be
comparable to distributable cash as reported by such entities.
    Aeroplan intends to make equal monthly distributions to its partners of
record on the last business day of each month. Management and the board of
directors will periodically review cash distributions in order to take into
account Aeroplan's current and prospective performance.
    Refer to the attached schedule for a reconciliation of Distributable Cash
to cash flows from operations.
    The annual financial statements and the Investor Presentation, as well as
unaudited supplementary financial information will be accessible on Aeroplan's
investor relations website at aeroplan.com.

    Quarterly Investor Conference Call / Audio Webcast

    Aeroplan will hold an analyst call at 11:00 a.m. (Eastern Standard Time)
on Thursday, February 8, 2007 to discuss its fourth quarter and year-end
results. The call may be accessed by dialling 416-695-5259 within the Toronto
area, or 1-877-888-3490 (toll free) outside of Toronto. The call will be
simultaneously audio webcast at http://events.startcast.com/events/20/B0040.
    The conference call webcast and a presentation to investors and analysts
will be archived on Aeroplan's investor relations website at www.aeroplan.com.
A playback of the call can also be accessed until March 8, 2007 by dialling
416-695-5275, pass code 639028#, from within the Toronto area, or
1-888-509-0081, pass code 639028#, outside of Toronto.

    About Aeroplan Income Fund

    The Fund is an unincorporated, open-ended trust established under the laws
of the Province of Ontario, created to indirectly acquire and hold an interest
in the outstanding limited partnership units of Aeroplan. The Fund indirectly
holds 79.7% of Aeroplan; ACE holds the remaining interest in Aeroplan.

    About Aeroplan

    Aeroplan is Canada's premier loyalty marketing company, dedicated to
developing and executing programs designed to engage the loyalty of its
prestigious membership.
    Aeroplan's millions of members earn Aeroplan Miles with its network of
more than 60 world-class partners, representing more than 100 brands in the
financial, retail and travel sectors.
    Miles earned may be redeemed for Aeroplan's industry-leading ClassicFlight
Rewards, innovative ClassicPlus Flight Rewards and global Star Alliance Flight
Rewards, offering travel to more than 850 destinations worldwide. In 2006
alone, more than 1.4 million round-trip flight rewards were issued. Aeroplan's
roster of non-flight rewards includes more than 400 exciting specialty,
merchandise and experiential rewards, as well as hotel and car rental rewards.
    For more information about Aeroplan, please visit www.aeroplan.com.

    Caution Concerning Forward-Looking Statements

    Certain statements in this news release may contain forward-looking
statements. 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
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 or forward-looking
predictions or statements cannot be relied upon due to, amongst other things,
changing external events and general uncertainties of the business.
    Such statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements to
differ materially from those expressed in the forward-looking statements.
Results indicated in forward-looking statements may differ materially from
actual results for a number of reasons, including without limitation, loss of
a major partner, travel industry disruptions, significant change in activity
usage, accumulation of Aeroplan Miles and expected reward redemptions,
industry competition, general industry, market and economic conditions, supply
and capacity costs, airline industry changes and increased airline costs,
unfunded future redemption costs, seasonality, employee relations, reliance on
key personnel, technological disruptions, adverse regulatory developments or
proceedings, pending litigation and actions by third parties.
    The forward-looking statements contained in this discussion represent
Aeroplan's expectations as of February 7, 2007, and are subject to change
after such date. However, Aeroplan 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.

    (*) See section entitled Non-GAAP Measures


           SUMMARY OF OPERATING RESULTS AND RECONCILIATION OF ADJUSTED
                         EBITDA & DISTRIBUTABLE CASH

    The following selected financial information, with the exception of
Adjusted EBITDA, Change in future redemption costs, Distributable cash and
Distributable cash per unit, has been derived from and should be read in
conjunction with the historical audited financial statements of Aeroplan for
the years ended December 31, 2006, 2005 and 2004, and the notes thereto
included in Aeroplan's annual filings at www.sedar.com and www.aeroplan.com
under investor relations.

    -------------------------------------------------------------------------
    (in thousands, except miles, unit                            Years ended
     and per unit information)                                   December 31
                                     ----------------------------------------
                                            2006          2005          2004
                                            ----          ----          ----
    -------------------------------------------------------------------------
    Number of Aeroplan
     Miles issued (in billions)             69.7          62.6          58.2
    -------------------------------------------------------------------------
    Number of Total Miles
     redeemed (in billions)                 57.8          52.2          45.7
    -------------------------------------------------------------------------
    Number of Aeroplan Miles
     redeemed (in billions)                 49.3          40.4          29.3
    -------------------------------------------------------------------------
    Gross Billings from the
     sale of Aeroplan Miles             $851,851      $754,786      $692,275
    -------------------------------------------------------------------------
    Aeroplan Miles revenue               709,269       582,883       423,949
    Tier management, contact
     centre management and
     marketing fees from
     Air Canada                           10,121        12,666        54,261
    Other revenue                         49,997        44,352        39,756
    -------------------------------------------------------------------------
    Total revenue                        769,387       639,901       517,966
    Cost of rewards                     (465,254)     (397,042)     (273,631)
    -------------------------------------------------------------------------
    Gross margin                         304,133       242,859       244,335
    Operating expenses, excluding
     depreciation and amortization      (149,406)     (132,459)     (139,386)
    Depreciation and amortization        (14,260)       (8,491)       (4,425)
    -------------------------------------------------------------------------
    Operating income                    $140,467      $101,909      $100,524
    -------------------------------------------------------------------------
    Depreciation and amortization         14,260         8,491
    Change in deferred revenue
      Gross Billings from the
       sale of Aeroplan Miles            851,851       754,786
      Aeroplan Miles revenue            (709,269)     (582,883)
    Change in future
     redemption costs(1)
     (change in Net Aeroplan Miles
     outstanding x Average cost
     of rewards per Mile for
     the period)                         (80,915)     (114,165)
    -------------------------------------------------------------------------
    Adjusted EBITDA                     $216,394      $168,138
    -------------------------------------------------------------------------
    Net Interest Income (Expense)          4,941          (666)
    Maintenance Capital Expenditures     (21,923)      (15,284)
    -------------------------------------------------------------------------
    Distributable Cash                  $199,412      $152,188
    -------------------------------------------------------------------------
    Weighted average number
     of units(2)                     199,707,713   187,739,727   175,000,000
    Distributable Cash per unit         $ 0.9985      $ 0.8106
    Net earnings, in accordance
     with GAAP                          $143,529      $100,304      $100,803
    -------------------------------------------------------------------------
    Earnings per unit, in
     accordance with GAAP               $ 0.7187      $ 0.5343      $ 0.5760
    -------------------------------------------------------------------------
    Total assets                        $824,383      $674,221      $344,631
    -------------------------------------------------------------------------
    Total long-term liabilities         $967,921      $944,183      $529,762
    -------------------------------------------------------------------------
    Total monthly distributions
     declared, post offering            $146,460       $70,740
    Total monthly distributions
     declared per unit,
     post offering                       $0.7323       $0.3768
    Distributions declared,
     pre-offering                              -      $311,000      $601,453
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    (in thousands, except miles, unit                         Year over year
     and per unit information)                                      % change
                                     ----------------------------------------
                                                          2006          2005
                                                          over          over
                                                          2005          2004
    -------------------------------------------------------------------------
    Number of Aeroplan
     Miles issued (in billions)                           11.3           7.6
    -------------------------------------------------------------------------
    Number of Total Miles
     redeemed (in billions)                               10.7          14.2
    -------------------------------------------------------------------------
    Number of Aeroplan Miles
     redeemed (in billions)                               22.0          37.9
    -------------------------------------------------------------------------
    Gross Billings from the
     sale of Aeroplan Miles                               12.9           9.0
    -------------------------------------------------------------------------
    Aeroplan Miles revenue                                21.7          37.5
    Tier management, contact
     centre management and
     marketing fees from
     Air Canada                                          (20.1)        (76.7)
    Other revenue                                         12.7          11.6
    -------------------------------------------------------------------------
    Total revenue                                         20.2          23.5
    Cost of rewards                                       17.2          45.1
    -------------------------------------------------------------------------
    Gross margin                                          25.2          (0.6)
    Operating expenses, excluding
     depreciation and amortization                        12.8          (5.0)
    Depreciation and amortization                         67.9          91.9
    -------------------------------------------------------------------------
    Operating income                                      37.8           1.4
    -------------------------------------------------------------------------
    Depreciation and amortization
    Change in deferred revenue
      Gross Billings from the
       sale of Aeroplan Miles
      Aeroplan Miles revenue
    Change in future
     redemption costs(1)
     (change in Net Aeroplan Miles
     outstanding x Average cost
     of rewards per Mile for
     the period)                                         (29.1)
    -------------------------------------------------------------------------
    Adjusted EBITDA                                       28.7
    -------------------------------------------------------------------------
    Net Interest Income (Expense)                        841.9
    Maintenance Capital Expenditures                      43.4
    -------------------------------------------------------------------------
    Distributable Cash                                    31.0
    -------------------------------------------------------------------------
    Weighted average number
     of units(2)
    Distributable Cash per unit                           23.2
    Net earnings, in accordance
     with GAAP                                            43.1
    -------------------------------------------------------------------------
    Earnings per unit, in
     accordance with GAAP                                 34.5
    -------------------------------------------------------------------------
    Total assets                                          22.3          95.6
    -------------------------------------------------------------------------
    Total long-term liabilities                            2.5          78.2
    -------------------------------------------------------------------------
    Total monthly distributions
     declared, post offering                             107.0
    Total monthly distributions
     declared per unit,
     post offering                                        94.4
    Distributions declared,
     pre-offering                                                      (48.3)
    -------------------------------------------------------------------------

    (1) 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.
    (2) The weighted average number of units, used in the distributable cash
        and earnings per unit calculation, has been established by restating
        Aeroplan's outstanding units to 175,000,000 for the periods presented
        up to June 28, 2005.



    RECONCILIATION OF DISTRIBUTABLE CASH TO CASH FLOWS FROM OPERATIONS
    -------------------------------------------------------------------------
    (in thousands)                                               Years ended
                                                                 December 31,
                                     ----------------------------------------
                                                          2006          2005
                                                          ----          ----
    -------------------------------------------------------------------------
    Cash flows from operations                        $320,977      $320,364
    -------------------------------------------------------------------------
    Changes in non-cash working capital items          (17,579)      (38,727)
    Stock Based compensation                            (3,621)            -
    Funding of stock-based compensation plans            2,473             -
    Change in future redemption costs                  (80,915)     (114,165)
    Maintenance Capital Expenditures                   (21,923)      (15,284)
    -------------------------------------------------------------------------
    Distributable cash                                $199,412      $152,188
    -------------------------------------------------------------------------


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

    This section includes sequential quarterly data for the eight quarters
    ended December 31, 2006.
    -------------------------------------------------------------------------
    (in thousands, except
     per unit amounts)                                 2006
    UNAUDITED                         Q4          Q3          Q2          Q1
                                       $           $           $           $
    -------------------------------------------------------------------------
    Gross Billings               226,728     211,245     212,376     201,502
    -------------------------------------------------------------------------
    Total revenue                208,404     178,391     182,534     200,058
    -------------------------------------------------------------------------
    Cost of rewards              120,160     107,741     112,470     124,883
    -------------------------------------------------------------------------
    Gross margin                  88,244      70,650      70,064      75,175
    -------------------------------------------------------------------------
    Operating expenses,
     excluding depreciation
     and amortization             47,451      34,464      34,948      32,438
    Depreciation and
     amortization                  3,479       3,155       3,884       3,742
    -------------------------------------------------------------------------
    Operating income              37,314      33,031      31,232      38,995
    -------------------------------------------------------------------------
    Net earnings                  38,469      34,320      31,755      38,985
    -------------------------------------------------------------------------
    Adjusted EBITDA               56,975      53,359      51,470      54,390
    Distributable Cash            52,996      50,664      44,348      51,099
    Distributable Cash
     per unit                     0.2655      0.2533      0.2217      0.2555
    Earnings per unit,
     in accordance with GAAP      0.1927      0.1716      0.1588      0.1949
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    (in thousands, except
     per unit amounts)                                 2005
    UNAUDITED                         Q4          Q3          Q2          Q1
                                       $           $           $           $
    -------------------------------------------------------------------------
    Gross Billings               196,568     195,533     185,824     176,861
    -------------------------------------------------------------------------
    Total revenue                154,022     156,266     157,065     172,548
    -------------------------------------------------------------------------
    Cost of rewards               83,474     101,739     100,226     111,603
    -------------------------------------------------------------------------
    Gross margin                  70,548      54,527      56,839      60,945
    -------------------------------------------------------------------------
    Operating expenses,
     excluding depreciation
     and amortization             37,012      32,254      29,788      33,405
    Depreciation and
     amortization                  3,367       1,759       1,706       1,659
    -------------------------------------------------------------------------
    Operating income              30,169      20,514      25,345      25,881
    -------------------------------------------------------------------------
    Net earnings                  29,729      19,431      25,362      25,782
    -------------------------------------------------------------------------
    Adjusted EBITDA               51,239      40,252      40,799      37,571
    Distributable Cash            47,231      35,889      37,066      33,722
    Distributable Cash
     per unit                     0.2362      0.1794      0.2111      0.1927
    Earnings per unit,
     in accordance with GAAP      0.1486      0.0972      0.1445      0.1473
    -------------------------------------------------------------------------

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