Affinion Group Holdings, Inc. Announces Results For The Third Quarter Ended September 30, 2017

GLOBAL LOYALTY REVENUE INCREASES 36% YEAR OVER YEAR

News provided by

Oct 26, 2017, 08:30 ET

STAMFORD, Conn., Oct. 26, 2017 /PRNewswire/ -- Affinion Group Holdings, Inc. ("Affinion Holdings" or the "Company"), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended September 30, 2017 (the "third quarter" or "quarter").

Key Highlights

Net revenues were $243.2 million in the third quarter of 2017.
Income from operations was $50.3 million in the third quarter of 2017.
Adjusted EBITDA (as defined in Note (e) of Table 6) was $63.2 million in the third quarter of 2017.

"We are pleased to report solid results in the third quarter with 7% year-over-year revenue growth and 8% Adjusted EBITDA growth in our core businesses," said Todd Siegel, the Company's Chief Executive Officer. "We continue to see strong momentum from our core businesses, particularly from our Global Loyalty segment, and we remain focused on our long-term strategic plans. Financial results through the first nine months of 2017 have generally met our expectations, and we expect that our core businesses will be led by continued strong growth from our Global Loyalty segment."

Results Highlights
Notes: Adjusted EBITDA as referred to above excludes any pro forma impact of acquisitions and other actions. See Table 5 for a complete description of Adjusted EBITDA by segment and the related reconciliations to GAAP measures. See Table 6 for a complete description of Adjusted EBITDA and the related reconciliations to GAAP measures.

Third Quarter Net Revenues

Net revenues for the third quarter of 2017 increased 2.1%, from $238.1 million in the third quarter of 2016 to $243.2 million. The increase in overall net revenues was primarily due to higher Global Loyalty revenue, partially offset by the expected revenue declines in our non-core Legacy Membership and Package segment and lower revenues in our Global Customer Engagement segment.
Net revenues for the three core business segments (Global Loyalty, Global Customer Engagement and Insurance Solutions) for the third quarter of 2017 increased 7.2%, from $194.7 million in the third quarter of 2016 to $208.8 million.
Net revenues for the Legacy Membership and Package segment decreased 21.1%, from $43.6 million in the third quarter of 2016 to $34.4 million.

Third Quarter Operating Results

Income from operations was $50.3 million as compared to $37.0 million for the third quarter of 2016.
Adjusted EBITDA (as defined in Note (e) of Table 6) was $63.2 million as compared to $62.8 million for the third quarter of 2016, an increase of 0.6%.
Segment EBITDA (as defined in Note (1) of Table 5) increased $11.6 million primarily as a result of higher net revenues and lower marketing and commission and lower general and administrative expenses, which were partially offset by higher operating costs.
Segment EBITDA for the three core business segments (Global Loyalty, Global Customer Engagement and Insurance Solutions) increased $8.1 million primarily due to an increase in Global Loyalty Segment EBITDA.
Segment EBITDA for the Legacy Membership and Package segment increased $3.6 million as the lower net revenues were more than offset by lower marketing and commissions and lower operating and general and administrative costs including cost savings initiatives.
As compared to Segment EBITDA, third quarter Adjusted EBITDA reflects the exclusion of, among other items, $0.7 million in costs related primarily to restructuring of certain operations including related severance costs, $0.7 million in costs related to certain litigation matters, $0.5 million of stock compensation expense, and a credit of $1.1 million related to facility exit costs.

Segment Commentary

Global Loyalty net revenues increased by $15.4 million, or 35.9%, for the three months ended September 30, 2017 to $58.3 million as compared to $42.9 million for the three months ended September 30, 2016. Global Loyalty net revenues increased for the quarter primarily due to increased growth with existing clients and launches with new clients.

Global Loyalty Segment EBITDA increased by $8.0 million to $22.8 million for the three months ended September 30, 2017 as compared to $14.8 million for the three months ended September 30, 2016. For the quarter, Global Loyalty Segment EBITDA increased as the impact of the higher net revenue was partially offset by higher servicing costs.

Global Customer Engagement net revenues decreased by $1.9 million, or 2.1%, to $90.6 million for the three months ended September 30, 2017 as compared to $92.5 million for the three months ended September 30, 2016. Net revenues decreased primarily as a result of lower net revenues in our engagement solutions business primarily due to the timing of product launches with new clients, as well as lower revenue in our revenue enhancement business.

Global Customer Engagement Segment EBITDA decreased by $0.2 million to $17.0 million for the three months ended September 30, 2017 as compared to $17.2 million for the three months ended September 30, 2016. For the quarter, Global Customer Engagement Segment EBITDA decreased primarily due to lower net revenues, which were partially offset by lower operating expenses.

Insurance Solutions net revenues increased by $0.6 million, or 1.0%, to $59.9 million for the three months ended September 30, 2017 as compared to $59.3 million for the three months ended September 30, 2016. Insurance Solutions net revenues increased for the quarter primarily due to an increase in the average revenue per supplemental insured and a lower cost of insurance principally due to lower claims experience, which were partially offset by the impact of lower supplemental insureds.

Insurance Solutions Segment EBITDA increased by $0.3 million to $22.7 million for the three months ended September 30, 2017 as compared to $22.4 million for the three months ended September 30, 2016. Insurance Solutions Segment EBITDA increased for the quarter primarily due to higher net revenues, partially offset by slightly higher operating expenses.

Legacy Membership and Package net revenues decreased by $9.2 million, or 21.1%, to $34.4 million for the three months ended September 30, 2017 as compared to $43.6 million for the three months ended September 30, 2016. Legacy Membership and Package net revenues decreased for the quarter primarily due to the expected attrition of legacy members and cessation of new marketing campaigns and terminated programs with partners, including large financial institutions, as well as a decline in package revenue primarily due to the impact of lower average package members.

Legacy Membership and Package Segment EBITDA increased by $3.6 million to $11.8 million for the three months ended September 30, 2017 as compared to $8.2 million for the three months ended September 30, 2016. Legacy Member and Package Segment EBITDA increased for the quarter as lower net revenues were more than offset by lower general and administrative expenses, lower operating costs and lower marketing and commission expense.

Corporate costs include certain departmental service costs such as human resources, legal, corporate finance and accounting functions, and unallocated portions of information technology. Expenses, such as professional fees related to debt financing activities and stock compensation costs, are also recorded in corporate. Corporate costs increased by $0.1 million to $12.0 million for the three months ended September 30, 2017 as compared to $11.9 million for the three months ended September 30, 2016.

Selected Liquidity Data

At September 30, 2017, there was $1,302.4 million of Affinion Group, Inc.'s term loans outstanding (net of discounts) and $533.0 million (net of discounts) outstanding under Affinion Group, Inc.'s senior cash 12.5%/PIK step-up to 15.5% notes due 2022.

At September 30, 2017, there were outstanding borrowings of $40.0 million against Affinion Group, Inc.'s revolving credit facility and $70.0 million of Affinion Group, Inc.'s credit facility was available for borrowing.

As of September 30, 2017, Affinion Group, Inc. was in compliance with the restrictive covenants under Affinion Group Inc.'s debt agreements.

For the nine months ended September 30, 2017, Affinion Holdings' net cash provided by operating activities was $34.6 million and the net loss attributable to Affinion Holdings was $28.5 million.

At September 30, 2017, Affinion Holdings had $65.3 million of unrestricted cash on hand.

Conference Call Information
Affinion Group Holdings, Inc. will hold an informational call to discuss the results for the quarter ended September 30, 2017 at 10:00 a.m. (ET) on Thursday, October 26, 2017. 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 99458912. Interested parties should call at least ten (10) minutes prior to the call to register. The Company will also provide an online Web simulcast of its conference call. The Web simulcast will be available online by visiting http://www.affinion.com/investors. A telephonic replay of the call will be available through midnight October 30, 2017 by dialing 1.855.859.2056 (domestic) or 1.404.537.3406 (international) and entering passcode 99458912.

Important Notes
The information presented in this release is a comparison of the unaudited consolidated results of operations for the three month period ended September 30, 2017 to the unaudited consolidated results of operations for the three month period ended September 30, 2016.

About Affinion Holdings
As a global leader with over 40 years of experience, Affinion Holdings enhances the value of its partners' customer relationships by developing and marketing loyalty solutions. Leveraging its expertise in customer engagement, product development and targeted marketing, Affinion Holdings provides programs in subscription-based lifestyle services, personal protection, insurance and other areas to help generate increased customer loyalty and significant incremental revenue for more than 5,500 marketing partners worldwide, including many of the largest and most respected companies in financial services, retail, travel, and Internet commerce. Based in Stamford, CT, the Company has approximately 3,370 employees and operates in 21 countries globally. For more information, visit www.affinion.com.

Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995
This press release may contain "forward-looking" statements as defined by the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission (SEC) in its rules, regulations and releases. These statements include, but are not limited to, discussions regarding industry outlook, the Company's expectations regarding the performance of its business, its liquidity and capital resources, its guidance for 2017 and the other non-historical statements. These statements can 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 management's current expectations and beliefs only as of the date of this press release and are subject to risks, uncertainties and 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 to general economic and business conditions and international and geopolitical events, a downturn in the credit card industry or changes in the techniques of credit card issuers, industry trends, foreign currency exchange rates, the effects of a decline in travel on the Company's travel fulfillment business, termination or expiration of one or more agreements with its marketing partners or a reduction of the marketing of its services by one or more of its marketing partners, the Company's substantial leverage, restrictions contained in its debt agreements, its inability to compete effectively, and other risks identified and discussed from time to time in reports filed by Affinion Holdings with the SEC, including Affinion Holdings' most recent Annual Report on Form 10-K. Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events or circumstances.

TABLE 1

AFFINION GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (In millions, except share amounts)

	September 30,		December 31,
	2017		2016

Assets
Current assets:
Cash and cash equivalents	$	65.3	$	37.7
Restricted cash		30.1		26.1
Receivables (net of allowances for doubtful accounts of $5.8 and $3.0, respectively)		153.2		135.9
Profit-sharing receivables from insurance carriers		26.0		18.8
Prepaid commissions		36.4		33.9
Other current assets		71.9		70.6
Total current assets		382.9		323.0
Property and equipment, net		108.4		105.5
Contract rights and list fees, net		17.8		16.4
Goodwill		224.2		218.2
Other intangibles, net		36.4		41.5
Other non-current assets		26.3		34.3
Total assets	$	796.0	$	738.9

Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	13.4	$	7.8
Accounts payable and accrued expenses		390.2		327.6
Deferred revenue		51.5		54.8
Income taxes payable		3.8		2.7
Total current liabilities		458.9		392.9
Long-term debt		1,832.9		1,855.8
Deferred income taxes		29.4		26.9
Deferred revenue		4.3		4.8
Other long-term liabilities		32.1		31.4
Total liabilities		2,357.6		2,311.8
Commitments and contingencies
Deficit:
Common Stock, $0.01 par value, 520,000,000 shares authorized, 9,157,071 shares and 9,093,330 shares issued and outstanding		0.1		0.1
Class C Common Stock, $0.01 par value, 10,000,000 shares authorized, 429,039 shares and 429,039 shares issued and 427,955 shares and 427,955 shares outstanding	—		—
Class D Common Stock, $0.01 par value, 10,000,000 shares authorized, 451,623 shares and 451,623 shares issued and 450,482 shares and 450,482 shares outstanding	—		—
Additional paid in capital		411.7		409.5
Warrants		31.1	—
Accumulated deficit		(1,995.0)		(1,966.5)
Accumulated other comprehensive income		(9.7)		(15.7)
Treasury stock, at cost, 1,084 Class C and 1,141 Class D shares		(1.1)		(1.1)
Total Affinion Group Holdings, Inc. deficit		(1,562.9)		(1,573.7)
Non-controlling interest in subsidiary		1.3		0.8
Total deficit		(1,561.6)		(1,572.9)
Total liabilities and deficit	$	796.0	$	738.9

TABLE 2

AFFINION GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (In millions, except share and per share amounts)


	For the Three Months Ended				For the Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2017		2016		2017		2016

Net revenues	$	243.2	$	238.1	$	721.6	$	737.0
Expenses:
Cost of revenues, exclusive of depreciation
and amortization shown separately below:
Marketing and commissions		76.1		81.6		230.5		254.4
Operating costs		83.4		78.5		278.9		248.0
General and administrative		22.6		27.2		73.2		87.2
Facility exit costs		(1.2)		0.1		0.3		0.1
Depreciation and amortization		12.0		13.7		34.9		41.9
Total expenses		192.9		201.1		617.8		631.6
Income from operations		50.3		37.0		103.8		105.4
Interest income		—		0.1		0.1		0.3
Interest expense		(56.4)		(27.9)		(128.5)		(82.3)
Gain (loss) on extinguishment of debt		(2.8)		—		3.5		—
Other expense, net		(0.1)		—		(0.3)		—
Income (loss) before income taxes and non-controlling interest		(9.0)		9.2		(21.4)		23.4
Income tax expense		(1.8)		(1.7)		(6.4)		(5.7)
Net income (loss)		(10.8)		7.5		(27.8)		17.7
Less: net income attributable to non-controlling interest		(0.1)		(0.3)		(0.7)		(0.5)
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	(10.9)	$	7.2	$	(28.5)	$	17.2

Earnings (loss) per share attributable to holders of Common Stock
Basic	$	(0.80)	$	0.80	$	(2.51)	$	1.89
Diluted	$	(0.80)	$	0.80	$	(2.51)	$	1.89

Weighted average common shares outstanding
Basic		13,522,890		9,107,929		11,356,425		9,101,109
Diluted		13,522,890		9,109,436		11,356,425		9,102,011


Net income (loss)	$	(10.8)	$	7.5	$	(27.8)	$	17.7
Currency translation adjustment, net of tax for all periods		2.4		(1.4)		6.0		(5.8)
Comprehensive income (loss)		(8.4)		6.1		(21.8)		11.9
Less: comprehensive income attributable to non- controlling interest		(0.3)		(0.3)		(0.7)		(0.5)
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.	$	(8.7)	$	5.8	$	(22.5)	$	11.4

TABLE 3

AFFINION GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (In millions)

	For the Nine Months Ended
	September 30,		September 30,
	2017		2016
Operating Activities
Net income (loss)	$	(27.8)	$	17.7
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		34.9		41.9
Amortization of debt discount and financing costs		9.1		4.5
Provision for accounts receivable loss		3.0		0.2
Amortization of carrying value adjustment		(13.6)		(28.0)
Gain on extinguishment of debt		(3.5)		—
Facility exit costs		0.3		0.1
Share-based compensation		1.8		2.8
Deferred income taxes		2.7		1.8
Net change in assets and liabilities:
Restricted cash		(3.9)		(0.1)
Receivables		(16.8)		(4.4)
Profit-sharing receivables from insurance carriers		(7.2)		(5.0)
Prepaid commissions		(1.5)		7.8
Other current assets		0.2		10.3
Contract rights and list fees		(1.5)		0.6
Other non-current assets		8.1		0.2
Accounts payable and accrued expenses		57.7		(2.8)
Deferred revenue		(5.2)		(9.2)
Income taxes receivable and payable		1.2		0.3
Other long-term liabilities		(0.1)		(1.6)
Other, net		(3.3)		0.6
Net cash provided by operating activities		34.6		37.7
Investing Activities
Capital expenditures		(30.1)		(24.3)
Acquisition-related payments		(0.4)		—
Restricted cash		0.6		1.5
Net cash used in investing activities		(29.9)		(22.8)
Financing Activities
Proceeds from borrowings		1,539.6		—
Borrowings under revolving credit facility, net		40.0		—
Principal payments on borrowings		(1,531.4)		(5.8)
Financing costs		(28.1)		—
Dividend paid to non-controlling interest		(0.2)		(0.3)
Proceeds from sale of warrants		0.5		—
Net cash provided by (used in) financing activities		20.4		(6.1)
Effect of changes in exchange rates on cash and cash equivalents		2.5		(1.1)
Net increase in cash and cash equivalents		27.6		7.7
Cash and cash equivalents, beginning of period		37.7		55.4
Cash and cash equivalents, end of period	$	65.3	$	63.1
Supplemental Disclosure of Cash Flow Information:
Interest payments	$	87.6	$	90.3
Income tax payments, net of refunds	$	3.4	$	3.6

TABLE 4

AFFINION GROUP HOLDINGS, INC. UNAUDITED SUPPLEMENTAL DATA FOR SELECTED BUSINESS SEGMENTS


The following table provides data for selected business segments.

Amounts in thousands, except dollars per unit.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016

Global Loyalty
Gross Transactional Sales Volume (1)	$	787,307	$	506,907	$	2,400,274	$	1,481,437
Gross Transactional Sales Volume per Transaction (1)	$	255.47	$	137.93	$	248.65	$	146.25
Total Transactions		3,082		3,675		9,653		10,130
Global Customer Engagement
Average Subscribers (2)		2,411		2,593		2,468		2,652
Annualized Net Revenue per Average Subscriber (3)	$	107.75	$	104.10	$	104.36	$	104.23
Engagement Solutions Platform Revenue	$	25,642	$	27,853	$	75,584	$	90,298
Insurance Solutions
Average Supplemental Insureds (2)		3,090		3,300		3,143		3,357
Annualized Net Revenue per Supplemental Insured (3)	$	73.84	$	70.47	$	71.07	$	66.99
Legacy Membership and Package
Average Legacy Members (2)		1,063		1,460		1,145		1,701
Annualized Net Revenue per Legacy Member (3)	$	108.25	$	102.55	$	106.52	$	98.51

(1)	Gross Transactional Sales Volume primarily includes the gross sales amount of travel bookings, gift cards and merchandise redeemed by customers of our clients' programs that we support and excludes cash redemptions and revenue generated from programming, platform, administration and other non-transactional services. Gross Transactional Sales Volume per Transaction is calculated by taking the Gross Transactional Sales Volume reported for the period and dividing it by the total transactions for the same period.
(2)	Average Subscribers, Average Supplemental Insureds and Average Legacy Members for the period are all calculated by determining the average subscribers, insureds or members, as applicable, for each month in the period (adding the number of subscribers, insureds or members, as applicable, at the beginning of the month with the number of subscribers, insureds or members, as applicable, at the end of the month and dividing that total by two) and then averaging that result for the period. A subscriber's, insured's or member's, as applicable, account is added or removed in the period in which the subscriber, insured or member, as applicable, has joined or cancelled.
(3)	Annualized Net Revenue per Average Subscriber and Supplemental Insured are all calculated by taking the revenues from subscribers or insureds, as applicable, 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 subscriber's or insured's, as applicable, revenues are no longer recognized in the calculation.

TABLE 5

AFFINION GROUP HOLDINGS, INC. UNAUDITED OPERATING SEGMENT RESULTS (In millions)

Net revenues, Segment EBITDA and Adjusted EBITDA by operating segment are as follows, including a reconciliation of Affinion Holdings' income from operations for the three and nine months ended September 30, 2017 and 2016 to Affinion Holdings' Segment EBITDA, defined as income from operations before depreciation and amortization, and Adjusted EBITDA as defined in note (e) of Table 6:


	Three Months Ended September 30,
	Net Revenues						Segment EBITDA (1)						Adjusted EBITDA (1)
					Increase						Increase						Increase
	2017		2016		(Decrease)		2017		2016		(Decrease)		2017		2016		(Decrease)
	(in millions)
Global Loyalty	$	58.3	$	42.9	$	15.4	$	22.8	$	14.8	$	8.0	$	22.7	$	14.9	$	7.8
Global Customer Engagement		90.6		92.5		(1.9)		17.0		17.2		(0.2)		17.3		21.3		(4.0)
Insurance Solutions		59.9		59.3		0.6		22.7		22.4		0.3		22.7		22.0		0.7
Subtotal		208.8		194.7		14.1		62.5		54.4		8.1		62.7		58.2		4.5
Legacy Membership and Package		34.4		43.6		(9.2)		11.8		8.2		3.6		11.8		15.2		(3.4)
Eliminations		—		(0.2)		0.2		—		—		—		—		—		—
Corporate		—		—		—		(12.0)		(11.9)		(0.1)		(11.3)		(10.6)		(0.7)
Total	$	243.2	$	238.1	$	5.1		62.3		50.7		11.6		63.2		62.8		0.4
Business optimization expenses and restructuring charges or expenses														(0.9)		(1.8)		0.9
Extraordinary or nonrecurring or unusual losses, expenses or charges														(0.5)		(8.5)		8.0
Other, net														0.5		(1.8)		2.3
Depreciation and amortization								(12.0)		(13.7)		1.7		(12.0)		(13.7)		1.7
Income from operations							$	50.3	$	37.0	$	13.3	$	50.3	$	37.0	$	13.3


							Three Months Ended September 30, 2017
							Global Loyalty		Global Customer Engagement		Insurance Solutions		Legacy Membership and Package		Corporate		Total
							(in millions)
Business optimization expenses and restructuring charges or expenses							$	0.1	$	0.5	$	—	$	(0.3)	$	0.6	$	0.9
Extraordinary or nonrecurring or unusual losses, expenses or charges								(0.2)		—		—		0.3		0.4		0.5
Other, net								—		(0.2)		—		—		(0.3)		(0.5)
Total							$	(0.1)	$	0.3	$	—	$	—	$	0.7	$	0.9


							Three Months Ended September 30, 2016
							Global Loyalty		Global Customer Engagement		Insurance Solutions		Legacy Membership and Package		Corporate		Total
							(in millions)
Business optimization expenses and restructuring charges or expenses							$	0.1	$	1.4	$	(0.7)	$	1.1	$	(0.1)	$	1.8
Extraordinary or nonrecurring or unusual losses, expenses or charges								—		2.7		—		5.8		—		8.5
Other, net								—		—		0.3		0.1		1.4		1.8
Total							$	0.1	$	4.1	$	(0.4)	$	7.0	$	1.3	$	12.1

TABLE 5 –cont'd

	Nine Months Ended September 30,
	Net Revenues						Segment EBITDA (1)						Adjusted EBITDA (1)
					Increase						Increase						Increase
	2017		2016		(Decrease)		2017		2016		(Decrease)		2017		2016		(Decrease)
	(in millions)
Global Loyalty	$	170.8	$	122.8	$	48.0	$	46.4	$	41.2	$	5.2	$	69.3	$	41.8	$	27.5
Global Customer Engagement		268.8		294.8		(26.0)		39.9		54.9		(15.0)		47.2		62.0		(14.8)
Insurance Solutions		172.8		172.0		0.8		60.5		61.3		(0.8)		60.7		60.6		0.1
Subtotal		612.4		589.6		22.8		146.8		157.4		(10.6)		177.2		164.4		12.8
Legacy Membership and Package		109.2		148.2		(39.0)		28.9		32.7		(3.8)		33.6		50.9		(17.3)
Eliminations		—		(0.8)		0.8		—		—		—		—		—		—
Corporate		—		—		—		(37.0)		(42.8)		5.8		(34.1)		(36.0)		1.9
Total	$	721.6	$	737.0	$	(15.4)		138.7		147.3		(8.6)		176.7		179.3		(2.6)
Business optimization expenses and restructuring charges or expenses														(10.6)		(11.4)		0.8
Extraordinary or nonrecurring or unusual losses, expenses or charges														(26.9)		(17.3)		(9.6)
Other, net														(0.5)		(3.3)		2.8
Depreciation and amortization								(34.9)		(41.9)		7.0		(34.9)		(41.9)		7.0
Income from operations							$	103.8	$	105.4	$	(1.6)	$	103.8	$	105.4	$	(1.6)

							Nine Months Ended September 30, 2017
							Global Loyalty		Global Customer Engagement		Insurance Solutions		Legacy Membership and Package		Corporate		Total
							(in millions)
Business optimization expenses and restructuring charges or expenses							$	0.1	$	7.1	$	0.1	$	1.3	$	2.0	$	10.6
Extraordinary or nonrecurring or unusual losses, expenses or charges								23.1		0.1		—		3.3		0.4		26.9
Other, net								(0.3)		0.1		0.1		0.1		0.5		0.5
Total							$	22.9	$	7.3	$	0.2	$	4.7	$	2.9	$	38.0
							Nine Months Ended September 30, 2016
							Global Loyalty		Global Customer Engagement		Insurance Solutions		Legacy Membership and Package		Corporate		Total
							(in millions)
Business optimization expenses and restructuring charges or expenses							$	1.3	$	4.0	$	(0.6)	$	4.4	$	2.3	$	11.4
Extraordinary or nonrecurring or unusual losses, expenses or charges								—		2.7		—		13.5		1.1		17.3
Other, net								(0.7)		0.4		(0.1)		0.3		3.4		3.3
Total							$	0.6	$	7.1	$	(0.7)	$	18.2	$	6.8	$	32.0


(1)	Segment EBITDA consists of income from operations before depreciation and amortization. Segment EBITDA is the measure management uses to evaluate segment performance, and we present Segment EBITDA to enhance your understanding of our operating performance. We use Segment EBITDA as one criterion for evaluating our performance relative to that of our peers. We believe that Segment EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, Segment EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Segment EBITDA as an alternative to operating or net income determined in accordance with U.S. GAAP, as an indicator of operating performance or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, or as an indicator of cash flows, or as a measure of liquidity. For a reconciliation of Affinion Holdings' consolidated net income (loss) attributable for the twelve months ended September 30, 2017 and three and nine months ended September 30, 2017 and 2016 to Affinion Holdings' Segment EBITDA, see Table 6.

	We believe that Adjusted EBITDA for each segment provides supplemental information useful to investors as it is frequently used by the financial community to analyze performance period to period, to analyze a company's ability to service its debt and to facilitate comparisons among companies. We believe Adjusted EBITDA also provides additional supplemental information to compare results among our segments. However, Adjusted EBITDA by segment is not a measurement of financial performance under U.S. GAAP, and Adjusted EBITDA by segment may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA by segment as an alternative to operating or net income determined in accordance with U.S. GAAP, as an indicator of operating performance or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, or as an indicator of cash flows, or as a measure of liquidity. For a discussion of the definition of Adjusted EBITDA and the reconciliation of Adjusted EBITDA to consolidated net income (loss) attributable to Affinion Group Holdings, Inc., see Table 6.

TABLE 6

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 income (loss) attributable to Affinion Group Holdings, Inc. for the twelve months ended September 30, 2017 and the three and nine months ended September 30, 2017 and 2016 to Affinion Holdings' Adjusted EBITDA.

	For the Twelve		For the Three Months				For the Nine Months
	Months Ended		Ended September 30,				Ended September 30,
	September 30, 2017 (a)		2017		2016		2017		2016
	(in millions)
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	(30.0)	$	(10.9)	$	7.2	$	(28.5)	$	17.2
Interest expense, net		155.8		56.4		27.8		128.4		82.0
Income tax expense		8.1		1.8		1.7		6.4		5.7
Non-controlling interest		0.8		0.1		0.3		0.7		0.5
Other expense, net		0.2		0.1		—		0.3		—
(Gain) loss on extinguishment of debt		(3.5)		2.8		—		(3.5)		—
Depreciation and amortization		49.7		12.0		13.7		34.9		41.9
Business optimization expenses and restructuring charges or expenses (b)		14.3		0.9		1.8		10.6		11.4
Extraordinary or nonrecurring or unusual losses, expenses or charges (c)		35.0		0.5		8.5		26.9		17.3
Other, net (d)		2.0		(0.5)		1.8		0.5		3.3
Adjusted EBITDA, excluding pro forma adjustments (e) (f)		232.4	$	63.2	$	62.8	$	176.7	$	179.3
Effect of the pro forma adjustments (g)		—
Adjusted EBITDA, including pro forma adjustments (h)	$	232.4

(a)	Represents consolidated financial data for the year ended December 31, 2016, minus consolidated financial data for the nine months ended September 30, 2016, plus consolidated financial data for the nine months ended September 30, 2017.
(b)	Represents the elimination of the effect of business optimization expenses and restructuring charges or expenses.
(c)	Represents the elimination of extraordinary or nonrecurring or unusual losses, expenses or charges.
(d)	Primarily represents the elimination of (i) net changes in certain reserves, (ii) share-based compensation expense and (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions.
(e)	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 certain types of transactions, including debt incurrence. We believe that Adjusted EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to operating or net income determined in accordance with U.S. GAAP or as an indicator of operating performance or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, or as an indicator of cash flows, or as a measure of liquidity.
(f)	Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on October 1, 2016 in calculating the Adjusted EBITDA under Affinion's senior secured credit facility, subject to certain limitations.
(g)	Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on October 1, 2016.
(h)	Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (g) above.

Set forth below is a reconciliation of Affinion Holdings' consolidated net income (loss) attributable to Affinion Group Holdings, Inc. for the twelve months ended September 30, 2017 and the three and nine months ended September 30, 2017 and 2016 to Affinion Holdings' Segment EBITDA, defined as income from operations before depreciation and amortization.

	For the Twelve		For the Three Months				For the Nine Months
	Months Ended		Ended September 30,				Ended September 30,
	September 30, 2017 (a)		2017		2016		2017		2016
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	(30.0)	$	(10.9)	$	7.2	$	(28.5)	$	17.2
Interest expense, net		155.8		56.4		27.8		128.4		82.0
Income tax expense		8.1		1.8		1.7		6.4		5.7
Non-controlling interest		0.8		0.1		0.3		0.7		0.5
Other expense, net		0.2		0.1		—		0.3		—
(Gain) loss on extinguishment of debt		(3.5)		2.8		—		(3.5)		—
Depreciation and amortization		49.7		12.0		13.7		34.9		41.9
Segment EBITDA	$	181.1	$	62.3	$	50.7	$	138.7	$	147.3

(a)	Represents consolidated financial data for the year ended December 31, 2016, minus consolidated financial data for the nine months ended September 30, 2016, plus consolidated financial data for the nine months ended September 30, 2017.

SOURCE Affinion Group

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