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Initial Annual Information Form INITIAL ANNUAL INFORMATION FORM March 27, 2007 TABLE OF CONTENTS EXPLANATORY NOTES ........................................................................................................................................... 1 DEFINITION OF EBITDAR........................................................................................................................................ 1 PRESENTATION OF SEGMENT INFORMATION .................................................................................................. 2 TRADEMARKS ........................................................................................................................................................... 2 CORPORATE STRUCTURE....................................................................................................................................... 3 REGULATORY ENVIRONMENT ............................................................................................................................. 5 INDUSTRY OVERVIEW AND COMPETITIVE ENVIRONMENT......................................................................... 9 THREE-YEAR SUMMARY: EVOLUTION OF BUSINESS ................................................................................... 12 OVERVIEW OF THE BUSINESS............................................................................................................................. 15 BUSINESS OF AIR CANADA.................................................................................................................................. 19 EMPLOYEES............................................................................................................................................................. 29 RISK FACTORS ........................................................................................................................................................ 30 RELATIONSHIPS AND RELATED PARTY TRANSACTIONS BETWEEN AIR CANADA AND JAZZ, AEROPLAN AND ACTS .......................................................................................................................................... 39 RELATIONSHIP BETWEEN AIR CANADA AND ACE........................................................................................ 45 MARKET FOR SECURITIES ................................................................................................................................... 47 TRANSFER AGENT AND REGISTRAR................................................................................................................. 47 DIVIDEND RECORD................................................................................................................................................ 47 DESCRIPTION OF CAPITAL STRUCTURE........................................................................................................... 47 DIRECTORS AND OFFICERS ................................................................................................................................. 51 AUDIT COMMITTEE ............................................................................................................................................... 55 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.......................................... 57 TRANSFER AGENT AND REGISTRAR................................................................................................................. 58 LEGAL PROCEEDINGS ........................................................................................................................................... 58 MATERIAL CONTRACTS ....................................................................................................................................... 58 EXPERTS ................................................................................................................................................................... 59 ADDITIONAL INFORMATION............................................................................................................................... 59 GLOSSARY OF TERMS ........................................................................................................................................... 61 SCHEDULE A.......................................................................................................................................................... A-1 EXPLANATORY NOTES The information in this Initial Annual Information Form is stated as at December 31, 2006, unless otherwise indicated. Air Canada and the Corporation — References herein to Air Canada and references to the "Corporation" include references, as the context may require, to Air Canada and its subsidiaries collectively, Air Canada and one or more of its subsidiaries, one or more of Air Canada's subsidiaries, or Air Canada itself. Defined Terms — For an explanation of the capitalized terms and expressions and certain defined terms, please refer to the "Glossary of Terms" at the end of this Initial Annual Information Form. Currency — All currency amounts used in this document are stated in Canadian dollars, unless otherwise indicated. Statistical Information — Market data and certain industry forecasts used throughout this Initial Annual Information Form were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts, market research and other publicly available information, while believed to be reliable, have not been independently verified, and the Corporation does not make any representation as to the accuracy of such information. Forward-looking statements — This Initial Annual Information Form includes forward-looking statements within the meaning of applicable securities laws. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, planned operations or future actions. 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. 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. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, energy prices, general industry, market and economic conditions, war, terrorist attacks, changes in demand due to the seasonal nature of the business, the ability to reduce operating costs and employee counts, employee relations, labour negotiations or disputes, pension issues, currency exchange and interest rates, changes in laws, regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout this Initial Annual Information Form and, in particular, those identified in the "Risk Factors" section. The forward-looking statements contained in this Initial Annual Information Form represent Air Canada's expectations as of the date of this Initial Annual Information Form and are subject to change after such date. However, Air Canada 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. DEFINITION OF EBITDAR EBITDAR (earnings before interest, taxes, depreciation, amortization and obsolescence and aircraft rent) is a non- GAAP financial measure commonly used in the airline industry to view operating results before aircraft rent and depreciation, amortization and obsolescence, as these costs can vary significantly among airlines due to differences in the way airlines finance their aircraft and other assets. EBITDAR is not a recognized measure for financial statement presentation under Canadian generally accepted accounting principles ("Canadian GAAP") and does not have a standardized meaning and is therefore not likely to be comparable to similar measures presented by other issuers. - 2 - PRESENTATION OF SEGMENT INFORMATION Air Canada has two operating segments: Air Canada Services and Jazz. The Air Canada Services segment is comprised of the passenger and cargo transportation services business operated by Air Canada and related ancillary services. The Jazz segment represents the results of Jazz Air LP ("Jazz LP") operating under the amended and restated capacity purchase agreement effective January 1, 2006 between Air Canada and Jazz (the "Jazz CPA"). Jazz is consolidated within Air Canada's financial statements under Accounting Guideline 15 Ð Consolidation of Variable Interest Entities. Air Canada consolidates Jazz as Air Canada has certain contractual interests in Jazz through the Jazz CPA which may require Air Canada to absorb certain variability in the operations of Jazz
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