Affinioin Q2 ER

8/22/2019 Affinioin Q2 ER

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Exhibit 99.1

AFFINION GROUP, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTERENDED JUNE 30, 2013

LOYALTY AND INTERNATIONAL APPROACHING HALF A BILLION IN LTM REVENUEADJUSTED EBITDA OF $84.6 MILLION UP VERSUS SECOND QUARTER 2012

STAMFORD, Conn., August 1, 2013 Affinion Group, Inc. (Affinion or the Company), the global leader in enablingcompanies to connect and engage with their customers, thereby creating rewarding relationships and enhancing brand loyalty,announced today the financial results for the three month period ended June 30, 2013 (second quarter) for both Affinionand its parent company, Affinion Group Holdings, Inc. (Holdings).

We continue to see very solid demand for our Loyalty and International products and services, and through the first sixmonths of the year, revenue in these two businesses increased by nearly 15% as compared to the first six months of 2012,said Todd Siegel, Affinions Chief Executive Officer. This is our second consecutive year of achieving such first-half,double digit revenue growth in these key areas, and we were pleased to also be able to increase the combined SegmentEBITDA of these increasingly important business lines by nearly 25% over the first half of 2012.

In terms of our overall business, Adjusted EBITDA increased slightly this quarter, as the benefits of our highly variablecost structure continue to provide us with a way of mitigating the impacts to our Membership business from the ongoing

reduction in new campaign activities with large domestic financial institutions, continued Siegel. For instance, the majorityof our reduced marketing and commissions expense this quarter, relative to the second quarter of 2012, is due to lowercommissions, a trend we expect will continue over the second half of the year due to our migration toward acquisitionchannels that carry lower, or in certain cases, no commission rates.

However, over the remainder of the year, we also expect our level of marketing spend will increase from current levelsas we further diversify our domestic operations and grow our International business, and, as a result, we continue to believethat our 2013 Adjusted EBITDA will be down approximately 10% from full year 2012 levels.

Results Highlights

Notes: Adjusted EBITDA as referred to above excludes any pro forma impact of acquisitions. See Tables 6 and 11 for acomplete description of Adjusted EBITDA and the related reconciliations to GAAP measures. On November 14, 2012,

Affinion completed the acquisitions of Back-Up, a Turkish provider of concierge and other assistance services and a sister

company, Travel, a Turkish travel agency. Back-Ups and Travels business results are reported as part of the CompanysInternational products segment.

Second Quarter Net Revenues

More information:James Hart, 203.956.8746 (O) 203.339.2578 (M)

Net revenues for the second quarter of 2013 were $336.1 million as compared to $377.6 million for the secondquarter of 2012, reflecting a decrease of 11.0%, with declines in North American products net revenues more thanoffsetting growth in International products net revenues.

North American products net revenues decreased due principally to Membership, which continued to decline due tothe previously disclosed reduction in new marketing campaigns with the Companys large North Americanfinancial institution partners as well as lower revenue from the Webloyalty and Prospectiv acquisitions.

International products net revenues increased primarily from new retail revenues, traditional membership revenuesand contributions from the acquisition in Turkey.

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Second Quarter Operating Results

Segment Commentary

North America:

Membership products revenue decreased $52.2 million, from $189.5 million to $137.3 million, or 27.5%, as compared to thesecond quarter of 2012. Net Membership revenues decreased primarily due to lower volumes in connection with the ongoingreduction in new marketing campaigns with large domestic financial institution partners, a change in deal structure termswith a large client from traditional retail to fee-for-service, the anticipated attrition in volumes contributed from the domesticportion of the subscriber base acquired from Webloyalty, and lower revenue from Prospectiv. Membership SegmentEBITDA increased $2.7 million, from $31.7 million to $34.4 million, or 8.5%, as compared to the second quarter of 2012, asthe impact of the lower revenues was more than offset by a reduction in variable expenses, including marketing andcommissions and operating costs, and reduced general and administrative costs.

Insurance and Package products revenue decreased $3.1 million, from $75.3 million to $72.2 million, or 4.1%, as comparedto the second quarter of 2012 due primarily to lower Package revenue as a result of lower volumes of Package subscribers.Insurance and Package Segment EBITDA decreased $13.1 million, from $19.2 million to $6.1 million, or 68%, as comparedto the second quarter of 2012, due primarily to the increase in general and administrative costs in connection with themigration to a new insurance carrier. Excluding this one item, Insurance and Package Segment EBITDA would haveincreased 8.9% as lower marketing and commission expense and lower operating costs more than offset the lower revenues.

Loyalty products revenue increased $6.3 million, from $37.4 million to $43.7 million, or 16.8%, as compared to the secondquarter of 2012, due primarily to growth with existing clients. Loyalty Segment EBITDA increased $7.0 million, from $12.2million to $19.2 million, or 57%, as compared to the second quarter of 2012, primarily due to the same factors affectingrevenue growth.

International:

International revenue increased $7.4 million, from $76.1 million to $83.5 million, or 9.7%, as compared to the secondquarter of 2012 due to higher retail member volumes from both the Companys online and offline

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Adjusted EBITDA (as defined in Note (d) of Table 6) increased 0.6%, from $84.1 million in the second quarter of2012 to $84.6 million.

In the second quarter of 2013, the Company incurred $14.8 million in non-recurring higher General andAdministrative costs in connection with the decision to transfer a significant portion of its Accidental Death andDismemberment program to a new carrier by 2014, which is expected to provide the Company with opportunities

to expand its existing insurance product offerings, among other benefits. The majority of the $14.8 million in costsrelates to a termination payment to the Companys current carrier for relief from business volume commitmentsthat are no longer expected to be met as a result of the anticipated migration to a replacement carrier, while theremaining portion relates to estimated premium refunds owed to certain insureds as specified in the current carrieragreement.

Segment EBITDA increased 114%, from $27.7 million in the second quarter of 2012 to $59.2 million, or $31.5million. The increase largely relates to the absence in 2013 of the previously disclosed $39.7 million in non-cashimpairment charges in connection with the Companys Prospectiv acquisition. Excluding this item and the $14.8million in higher General and Administrative costs described above, Segment EBITDA would have increased9.8%, as the Company more than offset the reduction in revenues with lower operating expenses.

As compared to Adjusted EBITDA, second quarter Segment EBITDA reflects the inclusion of, among otheritems, $14.8 million in costs related to the carrier transfer, $2.8 million in non-cash stock compensation expense,$2.7 million in costs related primarily to the restructuring of certain operations and $1.1 million in costs relating to

the ongoing resolution of previously disclosed litigation matters.




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acquisition channels as well as revenue generated from the Turkish acquisitions. International Segment EBITDA decreased$7.0 million, from $10.0 million to $3.0 million, or 70.0%, as compared to the second quarter of 2012, as the higher revenuewas more than offset by significantly higher marketing and commissions and operating costs in connection with the greaterretail volumes.

Selected Liquidity Data

Affinion Group, Inc.

Affinion has several debt instruments outstanding, including senior notes, senior subordinated notes, and senior securedcredit facilities, which consist of a term loan facility and revolving credit facility. For a more complete description ofAffinions debt instruments at June 30, 2013, see the note in Table 2.

At June 30, 2013, Affinion had $472.6 million outstanding under the senior notes (net of discounts) due in 2018, $1,090.3million outstanding under its term loan facility, and $354.3 million outstanding under the senior subordinated notes (net ofdiscounts) due in 2015.

At June 30, 2013, there were no outstanding borrowings against the Companys revolving credit facility, and $151.8 millionof the credit facility was available for borrowing, after giving effect to the issuance of $13.2 million in letters of credit.

At June 30, 2013, the Company had $83.8 million of unrestricted cash on hand.

Affinion Group Holdings, Inc.At June 30, 2013, Holdings had $322.8 million outstanding under the senior notes (net of discounts) due in 2015, and $84.3million of unrestricted cash on hand.

Historically, the business results for Affinion and Holdings have been substantially similar, particularly with respect torevenue and Adjusted EBITDA. Results for Holdings have been included as an addendum to this release in Tables 7-11.

Call-In Information

Affinion will hold an informational call to discuss the results for the three-month period ended June 30, 2013 at 10:00 am(EDT) on Thursday, August 1, 2013. The conference call will be broadcast live and can be accessed by dialing 1-866-394-8483 (domestic) or 1-706-758-1455 (international) and entering passcode 20401028. Interested parties should call at least ten(10) minutes prior to the call to register. The Company will also provide an on-line Web simulcast of its conference call atwww.affinion.com/ir. A telephonic replay of the call will be available through midnight (EDT) August 5, 2013 by dialing 1-

855-859-2056 (domestic) or 1-404-537-3406 (international) and entering passcode 20401028.

Important Notes

The information presented in this release is a comparison of the unaudited consolidated results of operations for the three-and six-month periods ended June 30, 2013 to the unaudited consolidated results of operations for the three- and six-monthperiods ended June 30, 2012.

About Affinion Group

As a global leader with 40 years of experience, Affinion Group enhances the value of its partners customer relationships bydeveloping and marketing loyalty solutions. Leveraging its expertise in customer engagement, product development andtargeted marketing, Affinion provides programs in subscription-based lifestyle services, personal protection, insurance andother areas to help generate increased customer loyalty and significant incremental revenue for more than 5,740 marketingpartners worldwide, including many of the largest and most respected companies in financial services, retail, travel, and

Internet commerce. Based in Stamford, Conn., the Company has approximately 4,300 employees and has marketingcapabilities in 19 countries globally. Affinion holds the prestigious ISO 27001 certification for the highest informationsecurity practices, is PCI compliant and Cybertrust certified. For more information, visit www.affinion.com.

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Safe Harbor Statement

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of1995 or by the U.S. Securities and Exchange Commission (SEC) in its rules, regulations and releases. These statementsinclude, but are not limited to, discussions regarding industry outlook, Affinions expectations regarding the performance ofits business, its liquidity and capital resources, its guidance for 2013 and the other non-historical statements. These statementscan be identified by the use of words such as believes anticipates, expects, intends, plans, continues,estimates, predicts, projects, forecasts, and similar expressions. All forward-looking statements are based on

managements current expectations and beliefs only as of the date of this press release and are subject to risks, uncertaintiesand assumptions that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks related togeneral economic and business conditions and international and geopolitical events, a downturn in the credit card industry orchanges in the techniques of credit card issuers, industry trends, foreign currency exchange rates, the effects of a decline intravel on the Companys travel fulfillment business, termination or expiration of one or more agreements with its marketingpartners or a reduction of the marketing of its services by one or more of its marketing partners, the Companys substantialleverage, restrictions contained in its debt agreements, its inability to compete effectively, and other risks identified anddiscussed from time to time in reports filed by Affinion and Affinion Holdings with the SEC, including Affinions mostrecent Annual Report on Form 10-K for the year ended December 31, 2012, and Affinion Holdings most recent AnnualReport on Form 10-K for the year ended December 31, 2012. Readers are strongly encouraged to review carefully the fullcautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to reviseor update publicly any forward-looking statements to reflect events or circumstances after the date of this press release, or toreflect the occurrence of unanticipated events or circumstances.

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Financial Tables and Other Data Follow

TABLE 1

AFFINION GROUP HOLDINGS, INC.AFFINION GROUP, INC.

UNAUDITED SUPPLEMENTAL DATA FORSELECTED BUSINESS SEGMENTS

The following table provides data for selected business segments.

Subscriber and insured amounts in thousands, except dollars and percentages.

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Three Months EndedJune 30,

Six Months EndedJune 30,

2013 2012 2013 2012

Global Average Subscribers, excluding Basic Insureds 40,962 43,689 41,770 44,708Annualized Net Revenue Per Global Average Subscriber, excluding Basic

Insureds $ 28.62 $ 30.76 $ 28.67 $ 30.30

Global Membership SubscribersAverage Global Retail Subscribers 9,108 10,702 9,352 10,910

Annualized Net Revenue Per Global Average Subscriber $ 81.01 $ 80.85 $ 79.93 $ 79.83

Global Package Subscribers and WholesaleAverage Global Package Subscribers and Wholesale 27,888 28,813 28,418 29,600Annualized Net Revenue Per Global Average Package and Wholesale Subscriber

$ 7.28 $ 8.52 $ 7.36 $ 7.74

Global InsuredsAverage Supplemental Insureds 3,966 4,174 4,000 4,198Annualized Net Revenue Per Supplemental Insured $ 58.41 $ 55.83 $ 60.14 $ 60.59

Global Average Subscribers, including Basic Insureds 62,077 65,739 62,932 66,907

Annualized Net Revenue Per Global Average Subscriber and Supplemental Insured are all calculated by taking therevenues as reported for the period and dividing it by the average subscribers or insureds, as applicable, for the period.Quarterly periods are then multiplied by four to annualize this amount for comparative purposes. Upon cancellation of a

subscriber or an insured, as applicable, the subscribers or insureds, as applicable, revenues are no longer recognized inthe calculation.Average Global Subscribers and Average Supplemental Insureds for the period are all calculated by determining theaverage subscribers or insureds, as applicable, for each month in the period (adding the number of subscribers orinsureds, as applicable, at the beginning of the month with the number of subscribers or insureds, as applicable, at theend of the month and dividing that total by two) and then averaging that result for the period. A subscribers orinsureds, as applicable, account is added or removed in the period in which the subscriber or insured, as applicable, hasjoined or cancelled.

(1)

(2)

(1)

(2)

(1)

(2)

(1)

(1)

(2)




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TABLE 2

AFFINION GROUP, INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012(In millions, except share amounts)

Note: The information presented in these press release tables 1-6 reflects the financial statement data and the results ofoperations of Affinion Group, Inc. (Affinion) and its consolidated subsidiaries as of the dates indicated above and does notinclude the $325.0 million senior notes incurred in October 2010 by Affinion Group Holdings, Inc., as described in theLiquidity and Capital Resources section of the Form 10-K filed for the fiscal year ended December 31, 2012. As part of thefinancing for the acquisition of the assets of Cendant Marketing Services Division by the Company from CendantCorporation, Affinion (a) issued $270.0 million in principal amount of 10 1/8% senior notes maturing on October 15, 2013($266.4 million net of discount), (b) entered into senior secured credit facilities consisting of a term loan facility in theprincipal amount of $860.0 million and a revolving credit facility in an aggregate amount of up to $100.0 million, and(c) entered into a senior subordinated bridge loan facility in the principal amount of $383.6 million. On April 26, 2006,$349.5 million of principal borrowings under the senior subordinated bridge loan facility were repaid using the proceeds from

June 30, December 31,

2013 2012

AssetsCurrent assets:

Cash and cash equivalents $ 83.8 $ 32.5Restricted cash 36.0 34.4Receivables (net of allowances for doubtful accounts of $10.1 and $9.4, respectively) 133.9 140.1Profit-sharing receivables from insurance carriers 61.1 74.6Prepaid commissions 36.6 42.5Income taxes receivable 2.4 6.3Other current assets 80.4 85.0

Total current assets 434.2 415.4Property and equipment, net 130.1 136.5Contract rights and list fees, net 20.4 22.0Goodwill 602.2 607.3Other intangibles, net 188.1 225.2Other non-current assets 54.9 66.7Total assets $ 1,429.9 $ 1,473.1

Liabilities and DeficitCurrent liabilities:

Current portion of long-term debt $ 11.7 $ 11.8Accounts payable and accrued expenses 408.9 401.0Payables to related parties 43.0 42.8Deferred revenue 103.1 114.6Income taxes payable 2.4 8.9

Total current liabilities 569.1 579.1Long-term debt 1,906.5 1,911.8Deferred income taxes 69.9 71.9Deferred revenue 11.9 15.3Other long-term liabilities 39.4 41.1Total liabilities 2,596.8 2,619.2Commitments and contingenciesDeficit:Common stock and additional paid-in capital, $0.01 par value, 1,000 shares authorized, and

100 shares issued and outstanding 102.6 102.6Accumulated deficit (1,274.8) (1,256.8)Accumulated other comprehensive income 3.8 6.5Total Affinion Group, Inc. deficit (1,168.4) (1,147.7)Non-controlling interest in subsidiary 1.5 1.6Total deficit (1,166.9) (1,146.1)Total liabilities and deficit $ 1,429.9 $ 1,473.1




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a private offering of $355.5 million aggregate principal amount of 11 1/2% senior subordinated notes maturing onOctober 15, 2015. Subsequently, on May 3, 2006, the remaining $34.1 million of principal borrowings under the seniorsubordinated bridge loan facility were repaid using the proceeds from another private offering of $34.0 million aggregateprincipal amount of 10 1/8% senior notes maturing on October 15, 2013. The senior notes were issued as additional notesunder the indenture dated as of October 17, 2005. On June 5, 2009, Affinion issued $150.0 million of new 10 1/8% seniornotes maturing on October 15, 2013 ($136.5 million net of discount) in a private placement transaction. On April 9, 2010,Affinion entered into a $1.0 billion amended and restated senior secured credit facility consisting of a five-year $125.0million revolving loan facility (increased in December 2012 to $165.0 million) and an $875.0 million term loan facility

maturing in six and a half years. In November 2010, Affinion issued 7.875% senior notes and utilized the net proceeds toredeem the 10 1/8% senior notes issued in 2005, 2006 and 2009. On February 11, 2011, Affinion obtained incremental termloans in an aggregate principal amount of $250.0 million under Affinions amended and restated senior secured creditfacility. Affinion used a portion of the proceeds to pay a dividend of $199.8 million to Affinion Holdings, with the balanceused for working capital and other corporate purposes and to fund strategic initiatives.

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TABLE 3

AFFINION GROUP, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012(In millions)

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For the Three Months Ended For the Six Months Ended

June 30,

2013June 30,

2012 June 30,

2013June 30,

2012

Net revenues $ 336.1 $ 377.6 $ 683.5 $ 759.4Expenses:

Cost of revenues, exclusive of depreciation andamortization shown separately below:

Marketing and commissions 127.2 150.8 244.9 305.6Operating costs 104.5 115.3 220.7 233.4

General and administrative 44.7 44.1 86.8 66.1Impairment of goodwill and other long-lived assets 39.7 39.7Facility exit costs 0.5 0.5 Depreciation and amortization 28.4 49.0 58.0 99.1

Total expenses 305.3 398.9 610.9 743.9

Income (loss) from operations 30.8 (21.3) 72.6 15.5Interest income 0.2 0.2 0.3 0.5Interest expense (41.1) (36.9) (82.5) (74.5)Other income (expense), net (0.4) 0.1 (0.3)Loss before income taxes and non-controlling interest (10.1) (58.4) (9.5) (58.8)Income tax expense (3.3) (4.3) (8.4) (7.0)Net loss (13.4) (62.7) (17.9) (65.8)Less: net income attributable to non-controlling interest (0.2) (0.2) (0.1) (0.4)

Net loss attributable to Affinion Group, Inc. $ (13.6) $ (62.9) $ (18.0) $ (66.2)

Net loss $ (13.4) $ (62.7) $ (17.9) $ (65.8)Currency translation adjustment, net of tax (1.2) (4.0) (2.9) (1.7)Comprehensive loss (14.6) (66.7) (20.8) (67.5)Less: comprehensive income attributable to non-controlling

interest (0.1) (0.1) 0.1 (0.3)Comprehensive loss attributable to Affinion Group, Inc. $ (14.7) $ (66.8) $ (20.7) $ (67.8)




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TABLE 4

AFFINION GROUP, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012(In millions)

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For the Six Months Ended

June 30,

2013 June 30,

2012

Operating ActivitiesNet loss $ (17.9) $ (65.8)Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 58.0 99.1Amortization of debt discount and financing costs 5.1 4.2Unrealized loss on interest rate swaps 1.0Impairment of goodwill and other long-lived assets 39.7Adjustment to liability for additional consideration based on earn-out (14.6)Facility exit costs 0.5 Share-based compensation 5.3 6.2Deferred income taxes 4.8 2.0

Net change in assets and liabilities:

Restricted cash (2.0) (5.0)Receivables 3.5 (22.1)Receivables from related parties 0.7Profit-sharing receivables from insurance carriers 13.6 1.8Prepaid commissions 5.6 5.4Other current assets 3.1 (2.6)Contract rights and list fees 1.5 (0.7)Other non-current assets 1.4 3.8Accounts payable and accrued expenses 16.3 4.3Payables to related parties (5.1) (3.5)Deferred revenue (12.9) (24.5)Income taxes receivable and payable (2.7) 1.0Other long-term liabilities (2.1) 1.5Other, net 2.4 1.8

Net cash provided by operating activities 78.4 33.7

Investing ActivitiesCapital expenditures (19.1) (27.2)Restricted cash (0.1) 0.2Acquisition-related payments, net of cash acquired (0.9) (1.2)

Net cash used in investing activities (20.1) (28.2)

Financing ActivitiesPrincipal payments on borrowings (5.9) (5.9)Return of capital to parent company (37.0)

Net cash used in financing activities (5.9) (42.9)

Effect of changes in exchange rates on cash and cash equivalents (1.1) (0.4)

Net increase (decrease) in cash and cash equivalents 51.3 (37.8)Cash and cash equivalents, beginning of period

32.5 86.3

Cash and cash equivalents, end of period $ 83.8 $ 48.5

Supplemental Disclosure of Cash Flow Information: Interest payments $ 74.7 $ 74.6

Income tax payments, net of refunds $ 5.7 $ 4.1




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TABLE 5

AFFINION GROUP, INC.UNAUDITED OPERATING SEGMENT RESULTS

(In millions)

Net revenues and Segment EBITDA by operating segment are as follows:

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Net revenues Segment EBITDAFor the Three Months Ended For the Three Months Ended

June 30,

2013June 30,

2012Increase

(Decrease)June 30,

2013 June 30,

2012Increase

(Decrease)

Affinion North AmericaMembership products $ 137.3 $ 189.5 $ (52.2) $ 34.4 $ 31.7 $ 2.7Insurance and package products 72.2 75.3 (3.1) 6.1 19.2 (13.1)Loyalty products 43.7 37.4 6.3 19.2 12.2 7.0Eliminations (0.6) (0.7) 0.1

Total North America 252.6 301.5 (48.9) 59.7 63.1 (3.4)Affinion InternationalInternational products 83.5 76.1 7.4 3.0 10.0 (7.0)

Total products 336.1 377.6 (41.5) 62.7 73.1 (10.4)Corporate (3.5) (5.7) 2.2

Impairment of goodwill and otherlong-lived assets (39.7) 39.7

Total $ 336.1 $ 377.6 $ (41.5) 59.2 27.7 31.5

Depreciation and amortization (28.4) (49.0) 20.6Income (loss) from operations $ 30.8 $ (21.3) $ 52.1

Net revenues Segment EBITDAFor the Six Months Ended For the Six Months Ended

June 30,

2013June 30,

2012Increase

(Decrease)June 30,

2013 June 30,

2012Increase

(Decrease)

Affinion North AmericaMembership products $ 281.0 $ 377.4 $ (96.4) $ 58.1 $ 76.9 $ (18.8)Insurance and package products 148.8 161.2 (12.4) 35.3 50.5 (15.2)Loyalty products 86.4 75.8 10.6 35.9 24.6 11.3Eliminations (1.1) (1.3) 0.2


Total products 683.5 759.4 (75.9) 138.1 163.2 (25.1)Corporate (7.5) (8.9) 1.4Impairment of goodwill and other

long-lived assets (39.7) 39.7Total $ 683.5 $ 759.4 $ (75.9) 130.6 114.6 16.0

Depreciation and amortization (58.0) (99.1) 41.1Income from operations $ 72.6 $ 15.5 $ 57.1

See Reconciliation of Non-GAAP Financial Measures on Table 6 for a discussion of Segment EBITDA.

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TABLE 6

AFFINION GROUP, INC.RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES (UNAUDITED)(In millions, except ratios)

Set forth below is a reconciliation of our consolidated net cash provided by operating activities for the twelve monthsended June 30, 2013 and the three and six months ended June 30, 2013 and 2012 to our Adjusted EBITDA.

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For the TwelveMonths Ended

For the Three MonthsEnded June 30,

For the Six MonthsEnded June 30,

June 30, 2013 2013 2012 2013 2012

Net cash provided by operating activities $ 113.6 $ 33.8 $ 5.1 $ 78.4 $ 33.7Interest expense, net 157.7 40.9 36.7 82.2 74.0Income tax expense 11.6 3.3 4.3 8.4 7.0Amortization of debt discount and financing costs (9.5) (2.6) (2.1) (5.1) (4.2)Unrealized loss on interest rate swaps (0.2) (0.1) (1.0)Provision for loss on accounts receivable (6.9) Deferred income taxes (5.1) (1.5) (1.0) (4.8) (2.0)Changes in assets and liabilities 11.7 (11.4) 27.2 (22.6) 38.1Effect of purchase accounting, reorganizations, certain legal

costs and net cost savings 24.0 2.6 7.4 9.5 13.5Other, net 41.6 19.5 6.6 24.1 7.3

Adjusted EBITDA, excluding pro forma adjustments 338.5 $ 84.6 $ 84.1 $170.1 $166.4

Effect of the pro forma adjustments 12.0

Adjusted EBITDA, including pro forma adjustments $ 350.5

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.Eliminates the effect of purchase accounting related to the Apollo Transactions and acquisition of Boyner BireyselUrunler Satis ve Pazarlama A.S. (Back-Up), a Turkish provider of concierge and other assistance services and a sistercompany, Bofis Turizm ve Ticaret A.S. (Travel), a Turkish travel agency, legal costs for certain legal matters andcosts associated with severance incurred.Eliminates (i) net changes in certain reserves, (ii) foreign currency gains and losses related to unusual, non-recurring

intercompany transactions, (iii) the loss from an investment accounted for under the equity method, (iv) costs associatedwith certain strategic and corporate development activities including business optimization and (v) consulting fees paidto Apollo.Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to excludenon-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certaintypes of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as aliquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP andAdjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not considerAdjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP,as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined inaccordance with U.S. GAAP or as an indicator of operating performance.Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefitsof restructurings and other cost savings initiatives in connection with the Prospectiv and Back-Up and Travelacquisitions. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings

initiatives had occurred on July 1, 2012 in calculating the Adjusted EBITDA under the amended and restated seniorsecured credit facility and the indentures governing our 7.875% senior notes and senior subordinated notes.Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives in connection withthe Prospectiv and Back-Up and Travel acquisitions as if such restructurings and cost savings initiatives had occurred onJuly 1, 2012.Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (f) above.

(a)

(b)(c)

(d) (e)

(f)

(g)

(a)

(b)

(c)

(d)

(e)

(f)

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TABLE 6 - contd

Set forth below is a reconciliation of our consolidated net loss attributable to Affinion Group, Inc. for the twelve monthsended June 30, 2013 and the three and six months ended June 30, 2013 and 2012 to our Adjusted EBITDA.




June 30, 2013 2013 2012 2013 2012

Net loss attributable to Affinion Group, Inc. $ (51.1) $ (13.6) $ (62.9) $ (18.0) $ (66.2)Interest expense, net 157.7 40.9 36.7 82.2 74.0Income tax expense 11.6 3.3 4.3 8.4 7.0Non-controlling interest 0.4 0.2 0.2 0.1 0.4Other (income) expense, net (0.2) 0.4 (0.1) 0.3Depreciation and amortization 143.4 28.4 49.0 58.0 99.1Effect of purchase accounting, reorganizations and non-

recurring revenues and gains 3.0 1.3 2.6 Certain legal costs 11.4 1.1 2.4 2.0 2.9Net cost savings 9.6 0.2 5.0 4.9 10.6Other, net 52.7 22.8 49.0 30.0 38.3



Adjusted EBITDA, including pro forma adjustments $ 350.5Interest coverage ratio 2.28

Senior secured leverage ratio 2.90

Fixed charge coverage ratio 2.27

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.Eliminates the effect of purchase accounting related to the Apollo Transactions and Back-Up and Travel acquisition.Represents the elimination of legal costs for certain legal matters.Represents the elimination of costs associated with severance incurred.Eliminates (i) net changes in certain reserves, (ii) share-based compensation expense, including payments to optionholders, (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iv) the lossfrom an investment accounted for under the equity method, (v) costs associated with certain strategic and corporate

development activities including business optimization, (vi) consulting fees paid to Apollo, (vii) facility exit costs and(viii) the impairment charge related to the goodwill and certain intangible assets of Prospectiv.Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to excludenon-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certaintypes of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as aliquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP andAdjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not considerAdjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP,as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined inaccordance with U.S. GAAP or as an indicator of operating performance.Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefitsof restructurings and other cost savings initiatives in connection with the Prospectiv and Back-Up and Travelacquisitions. However, we do make such accretive pro forma adjustments as if such restructurings and cost savingsinitiatives had occurred on July 1, 2012 in calculating the Adjusted EBITDA under the amended and restated senior

secured credit facility and the indentures governing our 7.875% senior notes and senior subordinated notes.Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives in connection withthe Prospectiv and Back-Up and Travel acquisitions as if such restructurings and cost savings initiatives had occurred onJuly 1, 2012.Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (h) above.The interest coverage ratio is defined in our amended and restated senior secured credit facility, as amended onNovember 20, 2012 (Adjusted EBITDA, as defined, to interest expense, as defined). The interest coverage ratio must beequal to or greater than 1.25 to 1.0 at June 30, 2013.The senior secured leverage ratio is defined in our amended and restated senior secured credit facility, as amended onNovember 20, 2012 (senior secured debt, as defined, to Adjusted EBITDA, as defined). The senior secured leverageratio must be equal to or less than 4.25 to 1.0 at June 30, 2013.

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Set forth below is a reconciliation of our consolidated net loss attributable to Affinion Group, Inc. for the twelve monthsended June 30, 2013 and the three and six months ended June 30, 2013 and 2012 to our Segment EBITDA, defined asincome from operations before depreciation and amortization.

11

The fixed charge coverage ratio is defined in the indentures governing our 7.875% senior notes and our seniorsubordinated notes (consolidated cash flows, as defined, which is equivalent to Adjusted EBITDA (as defined in ouramended and restated senior secured credit facility) to fixed charges, as defined). The calculation of fixed chargesexcludes the amortization of deferred financing costs associated with the amendment and restatement of our creditfacility on April 9, 2010.




June 30, 2013 2013 2012 2013 2012

Net loss attributable to Affinion Group, Inc. $ (51.1) $ (13.6) $ (62.9) $ (18.0) $ (66.2)Interest expense, net 157.7 40.9 36.7 82.2 74.0Income tax expense 11.6 3.3 4.3 8.4 7.0Non-controlling interest 0.4 0.2 0.2 0.1 0.4Other (income) expense, net (0.2) 0.4 (0.1) 0.3Depreciation and amortization 143.4 28.4 49.0 58.0 99.1Segment EBITDA $ 261.8 $ 59.2 $ 27.7 $130.6 $114.6

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.

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TABLE 7

AFFINION GROUP HOLDINGS, INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012(In millions, except share amounts)

12

June 30, December 31,

2013 2012

AssetsCurrent assets:

Cash and cash equivalents $ 84.3 $ 51.9Restricted cash 36.0 34.4Receivables (net of allowances for doubtful accounts of $10.1 and $9.4, respectively) 133.9 140.1Profit-sharing receivables from insurance carriers 61.1 74.6Prepaid commissions 36.6 42.5Income taxes receivable 2.4 6.3Other current assets 80.4 85.0

Total current assets 434.7 434.8Property and equipment, net 130.1 136.5Contract rights and list fees, net 20.4 22.0Goodwill 602.2 607.3Other intangibles, net 188.1 225.2Other non-current assets 58.3 70.8Total assets $ 1,433.8 $ 1,496.6

Liabilities and DeficitCurrent liabilities:

Current portion of long-term debt $ 11.7 $ 11.8Accounts payable and accrued expenses 417.6 411.3Payables to related parties 0.1 0.1Deferred revenue 103.1 114.6Income taxes payable 2.4 8.9

Total current liabilities 534.9 546.7Long-term debt 2,229.3 2,234.2Deferred income taxes 69.9 71.9Deferred revenue 11.9 15.3Other long-term liabilities 39.4 41.0Total liabilities 2,885.4 2,909.1Commitments and contingencies

Deficit:Common stock, $0.01 par value, 360,000,000 shares authorized, 85,129,464 and 85,128,062

shares issued and 84,913,377 and 84,912,610 shares outstanding 0.9 0.9Additional paid-in capital 134.8 132.9Accumulated deficit (1,591.5) (1,553.3)Accumulated other comprehensive income 3.8 6.5Treasury stock, at cost, 216,087 and 215,452 shares (1.1) (1.1)

Total Affinion Group Holdings, Inc. deficit (1,453.1) (1,414.1)Non-controlling interest in subsidiary 1.5 1.6Total deficit (1,451.6) (1,412.5)Total liabilities and deficit $ 1,433.8 $ 1,496.6




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TABLE 8

AFFINION GROUP HOLDINGS, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012(In millions)

13

For the Three Months Ended For the Six Months Ended

June 30,

2013June 30,

2012 June 30,

2013June 30,

2012

Net revenues $ 336.1 $ 377.6 $ 683.5 $ 759.4Expenses:

Cost of revenues, exclusive of depreciation andamortization shown separately below:

Marketing and commissions 127.2 150.8 244.9 305.6Operating costs 104.5 115.3 220.7 233.4

General and administrative 44.7 44.1 86.9 66.2Impairment of goodwill and other long-lived assets 39.7 39.7Facility exit costs 0.5 0.5 Depreciation and amortization 28.4 49.0 58.0 99.1

Total expenses 305.3 398.9 611.0 744.0

Income (loss) from operations 30.8 (21.3) 72.5 15.4Interest income 0.2 0.2 0.3 0.5Interest expense (51.2) (47.0) (102.6) (94.6)Other income (expense), net (0.4) 0.1 (0.3)Loss before income taxes and non-controlling interest (20.2) (68.5) (29.7) (79.0)Income tax expense (3.3) (4.3) (8.4) (7.0)Net loss (23.5) (72.8) (38.1) (86.0)Less: net income attributable to non-controlling interest (0.2) (0.2) (0.1) (0.4)

Net loss attributable to Affinion Group Holdings, Inc. $ (23.7) $ (73.0) $ (38.2) $ (86.4)

Net loss $ (23.5) $ (72.8) $ (38.1) $ (86.0)Currency translation adjustment, net of tax (1.2) (4.0) (2.9) (1.7)Comprehensive loss (24.7) (76.8) (41.0) (87.7)Less: comprehensive income attributable to non-controlling

interest (0.1) (0.1) 0.1 (0.3)Comprehensive loss attributable to Affinion GroupHoldings, Inc. $ (24.8) $ (76.9) $ (40.9) $ (88.0)




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TABLE 9

AFFINION GROUP HOLDINGS, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012(In millions)

14

For the Six Months Ended

June 30,

2013 June 30,

2012

Operating ActivitiesNet loss $ (38.1) $ (86.0)Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 58.0 99.1Amortization of debt discount and financing costs 6.3 5.4Unrealized loss on interest rate swaps 1.0Impairment of goodwill and other long-lived assets 39.7Adjustment to liability for additional consideration based on earn-out (14.6)Facility exit costs 0.5 Share-based compensation 5.3 6.2Deferred income taxes 4.8 2.0

Net change in assets and liabilities:

Restricted cash (2.0) (5.0)Receivables 3.5 (22.1)Receivables from related parties 0.7Profit-sharing receivables from insurance carriers 13.6 1.8Prepaid commissions 5.6 5.4Other current assets 3.1 (2.6)Contract rights and list fees 1.5 (0.7)Other non-current assets 1.4 3.8Accounts payable and accrued expenses 11.3 1.5Payables to related parties (0.7)Deferred revenue (12.9) (24.5)Income taxes receivable and payable (2.7) 1.0Other long-term liabilities (2.1) 1.5Other, net 2.4 1.8

Net cash provided by operating activities 59.5 14.7

Investing ActivitiesCapital expenditures (19.1) (27.2)Restricted cash (0.1) 0.2Acquisition-related payments, net of cash acquired (0.9) (1.2)

Net cash used in investing activities (20.1) (28.2)

Financing ActivitiesPrincipal payments on borrowings (5.9) (5.9)

Net cash used in financing activities (5.9) (5.9)

Effect of changes in exchange rates on cash and cash equivalents (1.1) (0.4)

Net increase (decrease) in cash and cash equivalents 32.4 (19.8)Cash and cash equivalents, beginning of period 51.9 106.4

Cash and cash equivalents, end of period $ 84.3 $ 86.6Supplemental Disclosure of Cash Flow Information: Interest payments $ 93.6 $ 93.5

Income tax payments, net of refunds $ 5.7 $ 4.1




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TABLE 10

AFFINION GROUP HOLDINGS, INC.UNAUDITED OPERATING SEGMENT RESULTS

(In millions)

Net revenues and Segment EBITDA by operating segment are as follows:

15

Net revenues Segment EBITDAFor the Three Months Ended For the Three Months Ended

June 30,

2013June 30,

2012Increase

(Decrease)June 30,

2013 June 30,

2012Increase

(Decrease)

Affinion North AmericaMembership products $ 137.3 $ 189.5 $ (52.2) $ 34.4 $ 31.7 $ 2.7Insurance and package products 72.2 75.3 (3.1) 6.1 19.2 (13.1)Loyalty products 43.7 37.4 6.3 19.2 12.2 7.0Eliminations (0.6) (0.7) 0.1


Total products 336.1 377.6 (41.5) 62.7 73.1 (10.4)Corporate (3.5) (5.7) 2.2

Impairment of goodwill and otherlong- lived assets (39.7) 39.7

Total $ 336.1 $ 377.6 $ (41.5) 59.2 27.7 31.5

Depreciation and amortization (28.4) (49.0) 20.6Income (loss) from operations $ 30.8 $ (21.3) $ 52.1

Net revenues Segment EBITDAFor the Six Months Ended For the Six Months Ended

June 30,

2013June 30,

2012Increase

(Decrease)June 30,

2013 June 30,

2012Increase

(Decrease)

Affinion North AmericaMembership products $ 281.0 $ 377.4 $ (96.4) $ 58.1 $ 76.9 $ (18.8)Insurance and package products 148.8 161.2 (12.4) 35.3 50.5 (15.2)Loyalty products 86.4 75.8 10.6 35.9 24.6 11.3Eliminations (1.1) (1.3) 0.2


Total products 683.5 759.4 (75.9) 138.1 163.2 (25.1)Corporate (7.6) (9.0) 1.4Impairment of goodwill and other

long-lived assets (39.7) 39.7Total $ 683.5 $ 759.4 $ (75.9) 130.5 114.5 16.0

Depreciation and amortization (58.0) (99.1) 41.1Income from operations $ 72.5 $ 15.4 $ 57.1

See Reconciliation of Non-GAAP Financial Measures on Table 11 for a discussion of Segment EBITDA.

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TABLE 11

AFFINION GROUP HOLDINGS, INC.RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES (UNAUDITED)(In millions)

Set forth below is a reconciliation of Affinion Holdings consolidated net cash provided by (used in) operating activitiesfor the twelve months ended June 30, 2013 and the three and six months ended June 30, 2013 and 2012 to Affinion HoldingsAdjusted EBITDA.

16




June 30, 2013 2013 2012 2013 2012

Net cash provided by (used in) operating activities $ 75.9 $ 14.9 $ (13.8) $ 59.5 $ 14.7Interest expense, net 197.7 51.0 46.8 102.3 94.1Income tax expense 11.6 3.3 4.3 8.4 7.0Amortization of debt discount and financing costs (11.9) (3.2) (2.7) (6.3) (5.4)Unrealized loss on interest rate swaps (0.2) (0.1) (1.0)Provision for loss on accounts receivable (6.9) Deferred income taxes (5.1) (1.5) (1.0) (4.8) (2.0)Changes in assets and liabilities 11.6 (1.9) 36.6 (22.6) 38.1

Effect of purchase accounting, reorganizations, certain legalcosts and net cost savings 24.0 2.6 7.4 9.5 13.5

Other, net 41.7 19.4 6.6 24.1 7.4



Adjusted EBITDA, including pro forma adjustments $ 350.4

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.Eliminates the effect of purchase accounting related to the Apollo Transactions and Back-Up and Travel acquisition,legal costs for certain legal matters and costs associated with severance incurred.Eliminates (i) net changes in certain reserves, (ii) foreign currency gains and losses related to unusual, non-recurringintercompany transactions, (iii) the loss from an investment accounted for under the equity method, (iv) costs associated

with certain strategic and corporate development activities including business optimization and (v) consulting fees paidto Apollo.Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to excludenon-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certaintypes of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as aliquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP andAdjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not considerAdjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP,as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined inaccordance with U.S. GAAP or as an indicator of operating performance.Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefitsof restructurings and other cost savings initiatives in connection with the Prospectiv and Back-Up and Travelacquisitions. However, we do make such accretive pro forma adjustments as if such restructurings and cost savingsinitiatives had occurred on July 1, 2012 in calculating the Adjusted EBITDA under Affinions amended and restated

senior secured credit facility and the indentures governing Affinions 7.875% senior notes and senior subordinated notesand the Affinion Holdings senior notes.Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives in connection withthe Prospectiv and Back-Up and Travel acquisitions as if such restructurings and cost savings initiatives had occurred onJuly 1, 2012.Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (f) above.

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Set forth below is a reconciliation of Affinion Holdings consolidated net loss attributable to Affinion Group Holdings,Inc. for the twelve months ended June 30, 2013 and the three and six months ended June 30, 2013 and 2012 to AffinionHoldings Adjusted EBITDA.

TABLE 11 - contd

Set forth below is a reconciliation of Affinion Holdings consolidated net loss for the twelve months ended June 30,2013 and the three and six months ended June 30, 2013 and 2012 to Affinion Holdings Segment EBITDA, defined asincome from operations before depreciation and amortization.


June 30, 2013



2013 2012 2013 2012Net loss attributable to Affinion Group Holdings, Inc. $ (91.4) $ (23.7) $ (73.0) $(38.2) $(86.4)Interest expense, net 197.7 51.0 46.8 102.3 94.1Income tax expense 11.6 3.3 4.3 8.4 7.0Non-controlling interest 0.4 0.2 0.2 0.1 0.4Other (income) expense, net (0.2) 0.4 (0.1) 0.3Depreciation and amortization 143.4 28.4 49.0 58.0 99.1Effect of purchase accounting, reorganizations and non-

recurring revenues and gains 3.0 1.3 2.6 Certain legal costs 11.4 1.1 2.4 2.0 2.9Net cost savings 9.6 0.2 5.0 4.9 10.6Other, net 52.9 22.8 49.0 30.1 38.4


Effect of the pro forma adjustments 12.0Adjusted EBITDA, including pro forma adjustments $ 350.4

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.Eliminates the effect of purchase accounting related to the Apollo Transactions and Back-Up and Travel acquisition.Represents the elimination of legal costs for certain legal matters.Represents the elimination of costs associated with severance incurred.Eliminates (i) net changes in certain reserves, (ii) share-based compensation expense, including payments to optionholders, (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iv) the lossfrom an investment accounted for under the equity method, (v) costs associated with certain strategic and corporatedevelopment activities including business optimization, (vi) consulting fees paid to Apollo, (vii) facility exit costs and(viii) the impairment charge related to the goodwill and certain intangible assets of Prospectiv.Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude

non-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certaintypes of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as aliquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP andAdjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not considerAdjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP,as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined inaccordance with U.S. GAAP or as an indicator of operating performance.Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefitsof restructurings and other cost savings initiatives in connection with the Prospectiv and Back-Up and Travelacquisitions. However, we do make such accretive pro forma adjustments as if such restructurings and cost savingsinitiatives had occurred on July 1, 2012 in calculating the Adjusted EBITDA under Affinions amended and restatedsenior secured credit facility and the indentures governing Affinions 7.875% senior notes and senior subordinated notesand the Affinion Holdings senior notes.Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives in connection with

the Prospectiv and Back-Up and Travel acquisitions as if such restructurings and cost savings initiatives had occurred onJuly 1, 2012.Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (h) above.

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17

For the TwelveMonths EndedJune 30, 2013



2013 2012 2013 2012

Net loss attributable to Affinion Group Holdings, Inc. $ (91.4) $ (23.7) $ (73.0) $(38.2) $(86.4)Interest expense, net 197.7 51.0 46.8 102.3 94.1Income tax expense 11.6 3.3 4.3 8.4 7.0Non-controlling interest 0.4 0.2 0.2 0.1 0.4Other (income) expense, net (0.2) 0.4 (0.1) 0.3

Depreciation and amortization 143.4 28.4 49.0 58.0 99.1Segment EBITDA $ 261.5 $ 59.2 $ 27.7 $130.5 $114.5

Represents consolidated financial data for the year ended December 31, 2012, minus consolidated financial data for thesix months ended June 30, 2012, plus consolidated financial data for the six months ended June 30, 2013.

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