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							    The Aeroplan Story

     Four Years Later



         22 October 2009
    FFP Conference, Los Angeles




1                                 GROUPE AEROPLAN
    Contents


    •      Groupe Aeroplan Today

    •      Were expectations met?

    •      What is keeping us up at night

    •      The next four years

    •      Q&A




2   Unless otherwise noted, all monetary figures in this presentation are in CAD   GROUPE AEROPLAN
    Groupe Aeroplan Today




3                           GROUPE AEROPLAN
    Who we are today
    …10 years ago we were 20 people within
    Air Canada's marketing department…
    Groupe        2004   2009
    Aeroplan
    Revenues      143M   1421M
    CAD
    Employees     1060   1595




    Programs /           Aeroplan Canada         Nectar UK           LMG Insight &         Reward Miles        Italian Coalition
    Services                                                         Communication          Middle East        Loyalty Program

    Established                 1984                2002                  2001                 2007                 2010


    Key Sectors          Travel, financial   Consumer goods,        Consumer goods,      Data analytics with   Consumer goods,
                            services,        groceries, utilities   apparel, financial       worldwide            groceries,
                            consumer                etc.               services             applicability        utilities etc.
                              goods
    Ownership                   100%               100%                   100%                  60%                  75%


4                                                                                                  GROUPE AEROPLAN
     A closer look at the business units
     Aeroplan Canada




        1984                     1991                       2002                           2004                      2006               2009
 Aeroplan was created      Launched CIBC VISA         Aeroplan created as a         3 major everyday            4 major everyday       New retail
   by Air Canada as an      co-branded credit         stand-alone entity of              partners                    partners           partner
  incentive program for    card, soon becoming            Air Canada              and American Express           (insurance, drug,
     its frequent flyer     Canada’s No1 gold                                       joined the program               hardware)          Rexall &
         customers              credit card                                                                                             Pharma
                                                                                                                  Introduction of        Plus
                                                                                   Launch of new brand           industry leading
                                                                                         identity               ClassicPlus Flight     drugstores
                                                                                                                     Rewards




     1984 -1990                     2000                       2003                       2005                  2007                 2008
Launched several travel-   Merger and integration        Expansion into       As first ever loyalty program    Aeroplan      Conversion from
 related partners and      with Canadian Plus after     non-air rewards       going public, Aeroplan / ACE     acquires      Income Fund into
  industry leading tier    acquisition of Canadian           (travel,           Aviation Holdings raised        LMG,         Corporation “Groupe
       program               Airlines. Program size        electronics         C$288 m through an IPO of      operator of    Aeroplan”, becoming
                                                                                                                             100% independent
                            increased by 35% with        merchandise,            Aeroplan Income Fund           Nectar
                              shrinking combined          experiential)                (14.4% float).                         Online retail store and
                                    network .                                                                                partnership with leading
                                                                                                                                Canadian grocer


 5                                                                                                                GROUPE AEROPLAN
     A closer look at the business units
     Nectar UK


                  9 New                 Nectar        Nectar              Mobile     Wine Club    Online      Launch
                 Sponsors                Key          eStores             Phone       & CTF        DVD         of I&C
                   join                  Tags         Launch             Recycling    Launch      Rental     Self-Serve
                 Coalition



                                       June 2005 Oct 2005                Dec 2006    July 2007   Oct 2007    Mar 2008



      2002        2003       2004              2005               2006                    2007                2008




                 Jan 2003           Jan 2005     Sept 2005      July 2006        April 2007   Sept 2007        Aug 2008
Sept 16th 2002



              Argos Rolls            Nectar        Nectar       Launch of         Green       New Card &      Digital Music
   Nectar      Out RTR              Business     Credit Card    Rewards          Initiative Brand Relaunch      & ePum
   Launch                            Launch        Launch        “Sales”          Launch
 4 Sponsors

 6                                                                                                 GROUPE AEROPLAN
    A closer look at the business units
    Insights & Communication (I&C)
    Providing retailers and                                      Retailer Services
    Consumer Packaged Goods
    manufacturers state-of-                                      Supplier Services
    the-art analytical services
    based on SKU level
    product and member
    data

           Insight                                              Communication
                                        Retailer   E-Commerce
                        Availability   Customer
                                         Data




7                                                                    GROUPE AEROPLAN
    Our future growth strategy
    Diversifying the business through Global and Sector expansion



                                     3. Selective FFP Investments

                                     - Minority investments in FFPs world-wide




                     2. Operating company growth strategy

                     - Replicate coalition model in new markets: retail, FFP
                     - New marketing products & services (e.g. I&C)
                     - Strategic loyalty partnerships




                   1. Growth of core businesses




8                                                                                GROUPE AEROPLAN
    Four Years After Spin-off

    Were expectations met?




9                               GROUPE AEROPLAN
 Benefits to current shareholders
 Current shareholders are attracted to a unique business model, proven
 track record and ability to support growth
                           Our Message to Investors
                           • Scalable growth platform
                           • Diversified and recurring revenues with long-term agreements
                           • Predictable and flexible business model – significant control over the value and mix of rewards
                              available for redemption
                           • Strong free cash flow generation and cash position
                           • Investment grade profile
                           • Strong dividend

            Meeting Expectations with strong growth
                                           Groupe Aeroplan’s 2002-2008 financial results                         Full time employee count
1600
     Millions of Canadian dollars




                                                                             1421                      1600
1400                                                                                         CAGR      1400
1200                                                                                        +15.57%    1200
1000
                                                                      952
                                                               852                                     1000            Management
                                                        755                          Gross billings
 800                                             692
                                    596   625                                        Adjusted EBITDA
                                                                                                        800
 600                                                                                                    600
                                                                                                                           Call Center
                                                                               317          CAGR
 400                                                            216    252                  +36%        400
                                           108    131    168
 200                                 50                                                                 200
     0                                                                                                    0
                                    2002 2003 2004 2005 2006 2007 2008                                    2005      2006             2007   2008

10                                                                                                                           GROUPE AEROPLAN
2009 and beyond
2009 has been a tough year for current shareholders but expectations for
the future now look brighter

     View of financial analysts following Groupe Aeroplan’s Q2 results
     “Aeroplan is clearly not immune from economic challenges and negative                 “Results reflect recession
     Air Canada headlines weighed on the program this quarter. Although the                and travel slowdown”
     recovery will take longer than expected, the company is well positioned when
     consumer spending returns…Long-term we believe Aeroplan remains an                    - RBC Capital Markets
     attractive play on the growing loyalty industry” - Credit Suisse August 17, 2009      August 17, 2009


                       “AER is well-positioned in a growing industry and should grow gradually
                       through organic partner additions and/or acquisitions. It has a strong
                       balance sheet, generally good partners and programs that feature flexible
                       currency.” – CIBC World Markets August 17, 2009


                                                    Groupe Aeroplan’s financial strength enabled it to
                                                    support Air Canada and positively impact the
                                                    share price
                                                “The airline’s cash position has been bolstered by more than $1
                                                billion in financing, including $150 million advanced by Aeroplan
                                                as part of a much larger club loan provided to Air Canada on
                                                commercial terms” - Groupe Aeroplan Investor Meeting September 2009



11                                                                                                 GROUPE AEROPLAN
                            Partners also expect practical and insightful
                            segmentation using both "hard" and "soft" data
                     •       Aeroplan Canada's active membership has
                                                                                                       Useable through transactional based segmentation
                             grown from 3 to 9 distinct segments that can be
                                                                                                       Insightful through addition of attitudinal data
                             leveraged for marketing purposes
                     •       Guiding principles for segmentation                                                            Transactional data
                                                                                                               TFR
                             –    Easy to identify in the database AND in the                                               Based on accumulation only
                                  marketplace                                                             segmentation      Travel, Financial, Retail
                             –    Quantifiable profitability

                             –

                             –
                                  Reachable at an individual AND segment level

                                  Segmentation definitions are useable by both
                                  Aeroplan and partners
                                                                                                              +
                                                                                                             attitudes
                                                                                                                            Focus groups
                                                                                                                            Aeroplan panel
                                                       2 top segments                                                       Quantitative surveys
                                            
Gross billings by segment




                                                      12% of active members


                                                                                                              =
                                                                              Net profits by segment



                                                     47% of net profits

                                                                                                                            Mileage accumulation
                                                                                                                            Attitudes
                                                                                                            complete
                                                                                                                            Consumption habits
                                                                                                          segmentation
                                                                                                                            Socio-demographic profile
                                          Gross billings   Net profits                                                      9 member personas

                     12                                                                                                           GROUPE AEROPLAN
     Plus access to more relevant communication
     channels at lower cost
                                                       •   Aeroplan's increased capabilities in data
                            March 2009                     analysis and investments into messaging
      March 2005
                                                           technology have dramatically improved the
                                                           ability to target members with individual,
                                         Needs based       relevant offers from all partner
                                                           # of variables per e-statement mailout:
                                                              120
                                                              100
                                                               80
                                                               60
                                            Behavioural        40
                                                               20
                                                               0
                                                               2005   2006-01 2006-10 2007-08 2009-04


                                                               2009 launch of Aeroplan Arrival
                                                              magazine in both print and on-line:




                   Needs Based
                   & Behavioural
13                                                                                GROUPE AEROPLAN
     Members expect more places to earn & redeem
     More relevant offers and opportunities for members, every day

 •      Innovative partnerships with retailers and directly with
        consumer goods manufacturers make it easy for more
        members to earn Aeroplan miles regularly
        –     Increases relevance and prominence of Aeroplan
              offering
        –     Additional transactional data obtained from new
              everyday partners can be used to create targeted,
              more relevant messages to members

 •      Being a stand-alone company provided autonomy and
        funding to invest into online functionality enabling members to
        redeem for a wider choice of rewards
        –     Air rewards including Star Alliance multi-partner
              itineraries and dynamically priced availability
        –     Wide selection of non-air rewards, including gift cards,
              music downloads, merchandise
        –     Exclusive events such as tickets to current U2 tour
 •      Cash expenditure for non-air rewards is no longer an
        impediment and enables Aeroplan to meet member demands


14                                                                        GROUPE AEROPLAN
            Four years later

     What is Keeping Us Up at Night




15                                    GROUPE AEROPLAN
     Optimizing breakage for program sustainability
     Given the importance of breakage, Aeroplan developed sophisticated modelling
     and management skills to ensure profitability


                                                               Long term management of breakage
                         Short term management of
                         breakage                              • Maximize profitability through
                                                               integration of breakage with lifetime
                         • Seek to stabilize or improve        member value

       • Our breakage methodology
       and technology is amongst the                                            Member Engagement
       most advanced in the world
       today
       • Breakage is a long-term                                                      Profitability
       estimate subject to
       assumptions and judgment
       • Groupe Aeroplan has a
       consolidated weighted average                                                   Breakage
       breakage rate of 17%, which is                      Alignment
       low relative to many other                          of Targets
       programs and indicates higher                          Earn
       member engagement                                      Burn
                                                          Membership


16                                                                                GROUPE AEROPLAN
          Delivering on member expectations
          Balancing reward ambitions with a sustainable program performance
           Member expectations                                 Costs & sustainability
           External reality                                    Internal reality

     1.    Free flights at reasonable cost (good value)     1. Cost of reward seats in distressed
                                                               and commercial inventory
     2.    Desired destinations and dates (availability)    2. Availability agreements with Air Canada
                                                               and partner airlines
     3.  Easy, understandable redemption process            3. Labour and technology costs
        (no surprises)                                      4. Competitive pressure from flexible
     4. Non-air reward alternatives                            credit card programs
     5. Predictability and stability of program policies    5. Need to adjust program to changing environment
                                                            6. Shareholder EBIDTA growth expectations




                                              Program aspects to influence
          Liquidity of currency (gift cards, cash + miles)                                       Breakage
          Transparent value per mile                                       Aspirational "magic" of currency
          Privacy concerns                                                        Personalized push offers
          Ancillary member fees for contact center services                 Impact on member satisfaction


            There is no panacea, new product developments have to strike an equitable balance.
17                                                                                      GROUPE AEROPLAN
     The Next Four Years




18                         GROUPE AEROPLAN
   9 Trends that are guiding future developments
                                                   Focused on solving seat
      Devaluation of FFP currencies                                                        Creating standalone FFP entities
                                                      capacity issues

  FFP currencies are perceived as              FFPs focused on developing                      Airlines / owners are still
   losing value against competitive               solutions to ensure a                      evaluating the possibility of a
         (non FFP) programs                     sustainable seat allocation                     standalone FFP entity

 FFPs now perceived as offering similar      FFPs implementing solutions to             Several airlines have announced or
  value to retail programs, given:             solve air reward demand issues:             completed the establishment of their
                                                                                           FFPs as stand-alone units
   - Increased high priced seat allocation      - Push to non-air rewards
   - Decreasing airline fares                                                             Rationale driven more be desire to
                                                - New reward grid
                                                                                           have economic clarity of the FFP
   - Growth of competitive programs with                                                   business model (ie transfer pricing) and
     generous value propositions                - Market fare rewards
                                                                                           management focus on growth, rather
                                                                                           than IPO
                                                - Market price driven
                                                  fares into points
                                              Service providers introducing liability
 Credit cards gaining independence from                                                  With market recovery, IPO will re-
                                               management services/securitization
  FFPs to provide more choice:                                                             emerge as a corporate strategy
                                               and business strategy:
                                                                                           alternative


       AMEX Blue   TD Visa Infinite                     RBH Financial Group


 19                                                                                                    GROUPE AEROPLAN
 Trends that are guiding future developments
      Increasing acceptance of                  Increasing instant liquidity of          Emergence of new interactive
          new technologies                           loyalty currencies                     marketing strategies

 The increasing adherence to chip                New loyalty point pooling           Fragmentation of traditional media
    and RFID based cards will                    mechanisms, growth of on-              shifts attention to interactive
 promote new loyalty applications               demand cash-based rewards              channels, real-time intelligence

                                                                                      Increased development of in-store
                                              Emergence of new loyalty point          retail channels to communicate /
 The use of new technologies is               pooling and reward swapping             interact with captive customers:
  increasingly endorsed by the payment         mechanisms:                                - Retailers/Airlines leveraging in-
  card market:                                Global points   Reward swapping             store TVs / in flight entertainment
                                               exchange          platform                 systems
     - Chip technology currently focused
       on security but will likely lead to
       new applications
                                              Continuing growth of on-demand        • Developing engaging websites to have
         •Instant rewards, memberships                                                 direct access to customers:
                                               cash-based rewards with transparent
                                               value                                      - Using reward programs to lead
                                                - Eeee - 60% of non-air rewards           back to proprietary websites
                                                  redeemed for gift cards                - Customer invitations to online
                                                - Growth in cash-based cards             surveys, accessing discounts on
 In emerging markets, lack of robust                                                    next purchase
                                                   - 18% cash rebate card growth
  payment infrastructure promotes
  growth of mobile payments:                       - 14% points card growth
                                                - But: accumulation schemes still
                                                  fairly opaque especially FFPs

20                                                                                                 GROUPE AEROPLAN
  Trends that are guiding future developments
       Transforming data into                Increasingly personalized card                        Growth of non-traditional
       business intelligence                       value propositions                                 payment players

 Retailers seeking to use data to           Flexible card value propositions                  Non-traditional payment players
  manage all business aspects,              engage niche consumers looking                     continue to emerge to capture
   beyond targeted marketing                 for choice, eroding popularity of                     growth in online spend
                                                      fixed products
 Loyalty program data has gained a                                                          Alternative payment growth drivers:
  broader use, beyond targeted             New financial card products are                    - Increasing consumer trust in online
  marketing:                                personalizing their value proposition to             transactions
    - Merchandising, ops, store design,     further engage target segments:                    - Strong proportion of non-credit card
      inventory mgt, product decisions                                                           users, e.g. immigrant & young
                                                                                                 consumers
                                            3 reward tiers                   B2B network       - Under penetrated credit card
                                                             GE green card                       geographic markets (eg. China,
 An increasing number of retailers are                                                          India)
  calling on suppliers to manage their
                                           Emergence of cards with increasingly
  business intelligence
                                            flexible card features and reward                          Deferred payment   Online platform
                                            choices:                                                       platform        w/ cash POS
                                                                                                                             payment
                                                                                             New products emerging to penetrate
                                                                                              micro-payments:
                                              Chase          Capital One     Garanti Bank
                                             Freedom          Card Lab        Flexi Card

                                                                                                      Tim Card   Oyster Card

21                                                                                                        GROUPE AEROPLAN
     Looking at new geographical markets
     Attractive markets offer potential high return




22                                                    GROUPE AEROPLAN
     Looking at other loyalty business models
     On the way to become a global loyalty leader across industries




           Loyalty Program White Labelling       Alternative Loyalty Delivery Channels
           Loyalty Marketing Services            Non-points Based Loyalty Programs
           Data Analytics & Insights             Data pooling



23                                                                          GROUPE AEROPLAN
     An amazing journey
     Aeroplan's loyalty business model has proven a success, and we are
     now looking to grow across geographies and consumer industries


      •    The independent structure was the key enabler allowing Aeroplan to evolve as it did
      •    Since the IPO, Aeroplan has provided significant incremental value to all its key stakeholders
           –    members have a larger, more rewarding program
           –    Air Canada attracts a wider, prosperous audience and
                accesses a powerful, inexpensive distribution channel
           –    partners have use of a more sophisticated,
                effective loyalty tool
           –    shareholders benefit from a sector and geographical
                diversified, profitable business
           –    employees drive an innovative, global loyalty leader
                (it's been an amazing journey from 40 people to 1500!)
      •    Aeroplan has proven the true value of loyalty management as a business, and has become a
           role model and award winner
      •    Aeroplan now looks to grow by leveraging its unique loyalty skills across various consumer-
           facing industries and across the globe




24                                                                                    GROUPE AEROPLAN
     Q&A




25         GROUPE AEROPLAN

						
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