Affinion Group, Inc. Announces Results For The First Quarter Ended March 31, 2012

TABLE 1

AFFINION GROUP HOLDINGS, INC.

AFFINION GROUP, INC.

UNAUDITED SUPPLEMENTAL DATA FOR 

SELECTED BUSINESS SEGMENTS

The following table provides data for selected business segments.

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

Three Months Ended

March 31,

2012

2011

Global Average Subscribers, excluding Basic Insureds

45,728

47,766

Annualized Net Revenue Per Global Average Subscriber,

     excluding Basic Insureds⁽¹⁾

$     29.86

$        28.55

Global Membership Subscribers

Average Global Retail Subscribers ⁽²⁾

11,119

11,437

Annualized Net Revenue Per Global Average Subscriber ⁽¹⁾

$     78.85

$        79.72

Global Package Subscribers and Wholesale

Average Global Package Subscribers and Wholesale ⁽²⁾

30,387

31,985

Annualized Net Revenue Per Global Average Package Subscriber ⁽¹⁾

$      7.00

$          6.36

Global Insureds

Average Supplemental Insureds ⁽²⁾

4,222

4,344

Annualized Net Revenue Per Supplemental Insured ⁽¹⁾

$     65.30

$        57.22

Global Average Subscribers, including Basic Insureds

68,074

70,100

⁽¹⁾

Annualized Net Revenue Per Global Average Subscriber and Annualized Net Revenue Per Supplemental Insured are each calculated by taking the revenues 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 subscriber's or insured's, as applicable, revenues are no longer recognized in the calculation.

⁽²⁾

Average Global Subscribers and Average Supplemental Insureds for the period are each calculated by determining the average subscribers or insureds, as applicable, for each month (adding the number of subscribers or insureds, as applicable, at the beginning of the month with the number of subscribers or insureds, as applicable, at the end of the month and dividing that total by two) for each of the months in the period and then averaging that result for the period.  A subscriber's or insured's, as applicable, account is added or removed in the period in which the subscriber or insured, as applicable, has joined or cancelled.

TABLE 2

AFFINION GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(In millions, except share amounts)

March 31,

December 31,

2012

2011

Assets

Current assets:

Cash and cash equivalents

$              97.0

$              86.3

Restricted cash

30.2

30.4

Receivables (net of allowances for doubtful accounts of $2.9 and $2.4, respectively)

149.7

126.8

Receivables from related parties

0.1

0.8

Profit-sharing receivables from insurance carriers

88.5

74.0

Prepaid commissions

49.6

52.6

Income taxes receivable

2.2

2.1

Other current assets

73.5

68.1

Total current assets

490.8

441.1

Property and equipment, net

135.5

134.7

Contract rights and list fees, net

22.7

22.5

Goodwill

629.8

627.5

Other intangibles, net

315.8

351.2

Other non-current assets

69.9

74.0

Total assets

$          1,664.5

$          1,651.0

Liabilities and Deficit

Current liabilities:

Current portion of long-term debt

$              11.8

$              11.9

Accounts payable and accrued expenses

435.1

398.1

Payables to related parties

35.2

35.3

Deferred revenue

148.8

152.5

Income taxes payable

4.0

3.4

Total current liabilities

634.9

601.2

Long-term debt

1,919.9

1,922.5

Deferred income taxes

66.6

67.5

Deferred revenue

17.6

17.8

Other long-term liabilities

38.0

53.7

Total liabilities

2,677.0

2,662.7

Commitments and contingencies

Deficit:

Common stock and additional paid-in capital, $0.01 par value, 1,000 shares

authorized, 100 shares issued and outstanding

139.6

139.6

Accumulated deficit

(1,160.8)

(1,157.5)

Accumulated other comprehensive income

7.5

5.2

Total Affinion Group, Inc. deficit

(1,013.7)

(1,012.7)

Non-controlling interest in subsidiary

1.2

1.0

Total deficit

(1,012.5)

(1,011.7)

Total liabilities and deficit

$          1,664.5

$          1,651.0

Note: The information presented in these press release tables 1-6 reflects the financial statement data and the results of operations of Affinion Group, Inc. ("Affinion") and its consolidated subsidiaries as of the dates indicated above and does not include the $325.0 million senior notes incurred in October 2010 by Affinion Group Holdings, Inc., as described in the Liquidity and Capital Resources section of the Form 10-K filed for the fiscal year ended December 31, 2011. As part of the financing for the Transactions, 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 the principal 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 a private offering of $355.5 million aggregate principal amount of 11 1/2% senior subordinated notes maturing on October 15, 2015. Subsequently, on May 3, 2006, the remaining $34.1 million of principal borrowings under the senior subordinated bridge loan facility were repaid using the proceeds from another private offering of $34.0 million aggregate principal amount of 10 1/8% senior notes maturing on October 15, 2013. The senior notes were issued as additional notes under the indenture dated as of October 17, 2005. On June 5, 2009, Affinion issued $150.0 million of new 10 1/8% senior notes 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 $125.0 million revolving loan facility and an $875.0 million term loan facility maturing in six and a half years. The net proceeds of the term loan facility were used in part to refinance our existing senior secured credit facility, with the remainder intended to be used for working capital and other general corporate purposes, including permitted acquisitions, such as Connexions, and investments. In November 2010, Affinion issued 7.875% senior notes and utilized the net proceeds to redeem the 10 1/8% senior notes issued in 2005, 2006 and 2009.  On February 11, 2011, Affinion obtained incremental term loans in an aggregate principal amount of $250.0 million under Affinion's amended and restated senior secured credit facility.  Affinion used a portion of the proceeds to pay a dividend of $199.8 million to Affinion Holdings, with the balance used for working capital and other corporate purposes and to fund strategic initiatives.

TABLE 3

AFFINION GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(In millions)

For the Three Months Ended

March 31, 2012

March 31, 2011

Net revenues

$ 381.8

$ 366.9

Expenses:

Cost of revenues, exclusive of depreciation and amortization

shown separately below:

Marketing and commissions

154.8

143.9

Operating costs

118.1

108.0

General and administrative

22.0

52.8

Depreciation and amortization

50.1

61.5

Total expenses

345.0

366.2

Income from operations

36.8

0.7

Interest income

0.3

0.2

Interest expense

(37.6)

(35.8)

Other income

0.1

-

Loss before income taxes and non-controlling interest

(0.4)

(34.9)

Income tax expense

(2.7)

(4.5)

Net loss

(3.1)

(39.4)

Less: net income attributable to non-controlling interest

(0.2)

(0.2)

Net loss attributable to Affinion Group, Inc.

$ (3.3)

$ (39.6)

Net loss

$ (3.1)

$ (39.4)

Currency translation adjustment, net of tax

2.3

2.5

Comprehensive loss

(0.8)

(36.9)

Less: comprehensive income attributable to non-controlling interest

(0.2)

(0.2)

Comprehensive loss attributable to Affinion Group, Inc.

$ (1.0)

$ (37.1)

TABLE 4

AFFINION GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(In millions)

For the Three Months Ended

March 31, 2012

March 31, 2011

Operating Activities

Net loss

$ (3.1)

$ (39.4)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

50.1

61.5

Amortization of debt discount and financing costs

2.1

2.0

Unrealized loss on interest rate swaps

0.9

0.6

Adjustment to liability for additional consideration based on earn-out

(14.6)

-

Share-based compensation

3.1

2.8

Deferred income taxes

1.0

2.5

Net change in assets and liabilities:

Restricted cash

0.3

(0.1)

Receivables

(21.5)

(17.7)

Receivables from related parties

0.7

(0.3)

Profit-sharing receivables from insurance carriers

(14.5)

(9.1)

Prepaid commissions

3.1

0.3

Other current assets

(4.5)

(7.6)

Contract rights and list fees

(0.2)

(1.5)

Other non-current assets

0.1

3.2

Accounts payable and accrued expenses

35.2

10.9

Payables to related parties

(3.1)

(2.7)

Deferred revenue

(5.1)

5.7

Income taxes receivable and payable

0.5

1.8

Other long-term liabilities

(1.2)

(2.5)

Other, net

(0.7)

(2.2)

Net cash provided by operating activities

28.6

8.2

Investing Activities

Capital expenditures

(14.7)

(13.2)

Restricted cash

0.1

1.1

Acquisition-related payments, net of cash acquired

(1.2)

-

Cash acquired in Webloyalty acquisition

-

26.1

Net cash provided by (used in) investing activities

(15.8)

14.0

Financing Activities

Proceeds from issuance of term loan

-

250.0

Principal payments on borrowings

(2.9)

(2.9)

Financing costs

-

(5.4)

Repurchase of employee equity award of a subsidiary

-

(3.5)

Return of capital to parent company

-

(323.2)

Receivables from and payables to parent company

-

16.1

Distribution to non-controlling interest of a subsidiary

-

(1.1)

Net cash used in financing activities

(2.9)

(70.0)

Effect of changes in exchange rates on cash and cash equivalents

0.8

0.9

Net increase (decrease) in cash and cash equivalents

10.7

(46.9)

Cash and cash equivalents, beginning of period

86.3

121.1

Cash and cash equivalents, end of period

$ 97.0

$ 74.2

Supplemental Disclosure of Cash Flow Information:

Interest payments

$ 17.9

$ 15.6

Income tax payments, net of refunds

$ 1.0

$ 0.2

TABLE 5

AFFINION GROUP, INC.

UNAUDITED OPERATING SEGMENT RESULTS

(In millions)

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

Net revenues

Segment EBITDA ⁽¹⁾

For the Three Months Ended

For the Three Months Ended

March 31, 2012

March 31, 2011

Increase (Decrease)

March 31, 2012

March 31, 2011

Increase (Decrease)

Affinion North America

Membership products

$ 187.9

$ 183.3

$ 4.6

$ 45.2

$ 31.5

$ 13.7

Insurance and package products

85.9

87.9

(2.0)

31.3

31.7

(0.4)

Loyalty products

38.4

32.8

5.6

12.4

10.2

2.2

Eliminations

(0.6)

(0.9)

0.3

-

-

-

Total North America

311.6

303.1

8.5

88.9

73.4

15.5

Affinion International

International products

70.2

63.8

6.4

1.2

3.9

(2.7)

Total products

381.8

366.9

14.9

90.1

77.3

12.8

Corporate

-

-

-

(3.2)

(15.1)

11.9

Total

$ 381.8

$ 366.9

$ 14.9

86.9

62.2

24.7

Depreciation and amortization

(50.1)

(61.5)

11.4

Income from operations

$ 36.8

$ 0.7

$ 6.1

⁽¹⁾

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

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 months ended March 31, 2012 and the three months ended March 31, 2012 and 2011 to our Adjusted EBITDA.

For the Twelve
Months Ended
March 31, 2012^(a)

For the Three Months Ended March 31,

2012

2011

Net cash provided by operating activities

$ 127.4

$ 28.6

$ 8.2

Interest expense, net

149.0

37.3

35.6

Income tax expense

3.4

2.7

4.5

Amortization of favorable and unfavorable contracts

0.9

-

0.3

Amortization of debt discount and financing costs

(8.4)

(2.1)

(2.0)

Unrealized loss on interest rate swaps

(2.8)

(0.9)

(0.6)

Deferred income taxes

(0.8)

(1.0)

(2.5)

Payment received for assumption of loyalty points program liability

(4.7)

-

-

Changes in assets and liabilities

46.1

10.9

21.5

Effect of the Apollo Transactions, reorganizations, certain legal costs and net cost savings ^(b)

22.9

6.1

14.5

Other, net ^(c)

19.5

0.7

16.7

Adjusted EBITDA, excluding pro forma adjustments ^{(d) (e)}

352.5

$ 82.3

$ 96.2

Effect of the pro forma adjustments ^(f)

4.7

Adjusted EBITDA, including pro forma adjustments ^(g)

$ 357.2

^(a)

Represents consolidated financial data for the year ended December 31, 2011, minus consolidated financial data for the three months ended March 31, 2011, plus consolidated financial data for the three months ended March 31, 2012.

^(b)

Eliminates the effect of the Apollo Transactions and purchase accounting related to the Webloyalty acquisition, legal costs for certain legal matters and costs associated with severance incurred.

^(c)

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 related to acquisitions and (v) consulting fees paid to Apollo.

^(d)

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 the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or 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 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 in accordance with U.S. GAAP or as an indicator of operating performance.

^(e)

Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to (i) our acquisition of Prospectiv Direct, Inc. ("Prospectiv"), an online performance marketer and operator of a daily deal website in the United States, that was completed in the third quarter of 2011 and (ii) the projected annualized benefits of restructurings and other cost savings initiatives in connection with the Webloyalty and Prospective acquisitions. However, we do make such accretive pro forma adjustments as if such acquisition and such restructurings and cost savings initiatives had occurred on April 1, 2011 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.

^(f)

Gives effect to the completion of the Prospectiv acquisition and the projected annualized benefits of restructurings and other cost savings initiatives in connection with the Webloyalty and Prospectiv acquisitions as if such acquisitions and restructurings and cost savings initiatives had occurred on April 1, 2011.

^(g)

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (f) above.

TABLE 6 - cont'd

Set forth below is a reconciliation of our consolidated net loss attributable to Affinion Group, Inc. for the twelve months ended March 31, 2012 and the three months ended March 31, 2012 and 2011 to our Adjusted EBITDA.

For the Twelve
Months Ended
March 31, 2012(a)

For the Three Months Ended March 31,

2012

2011

Net loss attributable to Affinion Group, Inc.

$ (85.0)

$ (3.3)

$ (39.6)

Interest expense, net

149.0

37.3

35.6

Income tax expense

3.4

2.7

4.5

Non-controlling interest

0.9

0.2

0.2

Other income

(0.3)

(0.1)

-

Depreciation and amortization

238.9

50.1

61.5

Effect of the Apollo Transactions, reorganizations and non-recurring revenues and gains ^(b)

(2.0)

-

10.7

Certain legal costs ^(c)

14.0

0.5

0.8

Net cost savings ^(d)

10.9

5.6

3.0

Other, net ^(e)

22.7

(10.7)

19.5

Adjusted EBITDA, excluding pro forma adjustments ^{(f) (g)}

352.5

$ 82.3

$ 96.2

Effect of the pro forma adjustments ^(h)

4.7

Adjusted EBITDA, including pro forma adjustments ⁽ⁱ⁾

$ 357.2

Interest coverage ratio ^(j)

2.33

Consolidated leverage ratio ^(k)

5.28

Fixed charge coverage ratio ^(l)

2.35

^(a)

Represents consolidated financial data for the year ended December 31, 2011, minus consolidated financial data for the three months ended March 31, 2011, plus consolidated financial data for the three months ended March 31, 2012.

^(b)

Eliminates the effect of the Apollo Transactions and purchase accounting related to the Webloyalty acquisition.

^(c)

Represents the elimination of legal costs for certain legal matters.

^(d)

Represents the elimination of costs associated with severance incurred.

^(e)

Eliminates (i) net changes in certain reserves, (ii) share-based compensation expense, including payments to option holders, (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iv) the loss from an investment accounted for under the equity method, (v) costs related to acquisitions, (vi) consulting fees paid to Apollo and (vii) facility exit costs.

^(f)

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 the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or 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 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 in accordance with U.S. GAAP or as an indicator of operating performance.

^(g)

Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to (i) our acquisition of Prospectiv that was completed in the third quarter of 2011 and (ii) the projected annualized benefits of restructurings and other cost savings initiatives in connection with the Webloyalty and Prospectiv acquisitions. However, we do make such accretive pro forma adjustments as if such acquisition and such restructurings and cost savings initiatives had occurred on April 1, 2011 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.

^(h)

Gives effect to the completion of the Prospectiv acquisition and the projected annualized benefits of restructurings and other cost savings initiatives in connection with the Webloyalty and Prospectiv acquisitions as if such acquisitions and restructurings and cost savings initiatives had occurred on April 1, 2011.

⁽ⁱ⁾

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (h) above.

^(j)

The interest coverage ratio is defined in our amended and restated senior secured credit facility (Adjusted EBITDA, as defined, to interest expense, as defined). The interest coverage ratio must be greater than 1.75 to 1.0 at March 31, 2012.

^(k)

The consolidated leverage ratio is defined in our amended and restated senior secured credit facility (total debt, as defined, to Adjusted EBITDA, as defined). The consolidated leverage ratio must be less than 6.25 to 1.0 at March 31, 2012.

^(l)

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

Set forth below is a reconciliation of our consolidated net loss attributable to Affinion Group, Inc. for the twelve months ended March 31, 2012 and the three months ended March 31, 2012 and 2011 to our Segment EBITDA.

For the Twelve
Months Ended
March 31, 2012^(a)

For the Three Months Ended March 31,

2012

2011

Net loss attributable to Affinion Group, Inc.

$ (85.0)

$ (3.3)

$ (39.6)

Interest expense, net

149.0

37.3

35.6

Income tax expense

3.4

2.7

4.5

Non-controlling interest

0.9

0.2

0.2

Other income

(0.3)

(0.1)

-

Depreciation and amortization

238.9

50.1

61.5

Segment EBITDA

$ 306.9

$ 86.9

$ 62.2

^(a)

Represents consolidated financial data for the year ended December 31, 2011, minus consolidated financial data for the three months ended March 31, 2011, plus consolidated financial data for the three months ended March 31, 2012.

TABLE 7

AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(In millions, except share amounts)

March 31,

December 31,

2012

2011

Assets

Current assets:

Cash and cash equivalents

$ 117.0

$ 106.4

Restricted cash

30.2

30.4

Receivables (net of allowances for doubtful accounts of $2.9 and $2.4, respectively)

149.7

126.8

Receivables from related parties

0.1

0.8

Profit-sharing receivables from insurance carriers

88.5

74.0

Prepaid commissions

49.6

52.6

Income taxes receivable

2.2

2.1

Other current assets

73.5

68.1

Total current assets

510.8

461.2

Property and equipment, net

135.5

134.7

Contract rights and list fees, net

22.7

22.5

Goodwill

629.8

627.5

Other intangibles, net

315.8

351.2

Other non-current assets

75.2

79.6

Total assets

$ 1,689.8

$ 1,676.7

Liabilities and Deficit

Current liabilities:

Current portion of long-term debt

$ 11.8

$ 11.9

Accounts payable and accrued expenses

451.1

405.3

Payables to related parties

0.1

0.7

Deferred revenue

148.8

152.5

Income taxes payable

4.0

3.4

Total current liabilities

615.8

573.8

Long-term debt

2,241.6

2,244.0

Deferred income taxes

66.6

67.5

Deferred revenue

17.6

17.8

Other long-term liabilities

38.0

53.7

Total liabilities

2,979.6

2,956.8

Commitments and contingencies

Deficit:

Common stock, $0.01 par value, 360,000,000 shares authorized, 85,051,640 and 85,049,740 shares issued and 84,836,217 and 84,834,856 shares outstanding

0.9

0.9

Additional paid-in capital

127.1

125.9

Warrants

1.7

1.7

Accumulated deficit

(1,427.1)

(1,413.7)

Accumulated other comprehensive income

7.5

5.2

Treasury stock, at cost, 215,423 and 214,884 shares

(1.1)

(1.1)

Total Affinion Group Holdings, Inc. deficit

(1,291.0)

(1,281.1)

Non-controlling interest in subsidiary

1.2

1.0

Total deficit

(1,289.8)

(1,280.1)

Total liabilities and deficit

$ 1,689.8

$ 1,676.7

TABLE 8

AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(In millions)

For the Three Months Ended

March 31, 2012

March 31, 2011

Net revenues

$ 381.8

$ 366.9

Expenses:

Cost of revenues, exclusive of depreciation and amortization

shown separately below:

Marketing and commissions

154.8

143.9

Operating costs

118.1

108.0

General and administrative

22.1

52.9

Depreciation and amortization

50.1

61.5

Total expenses

345.1

366.3

Income from operations

36.7

0.6

Interest income

0.3

0.2

Interest expense

(47.6)

(46.3)

Loss on extinguishment of debt

-

(6.5)

Other income (expense), net

0.1

0.1

Loss before income taxes and non-controlling interest

(10.5)

(51.9)

Income tax (expense) income

(2.7)

(4.5)

Net loss

(13.2)

(56.4)

Less: net income attributable to non-controlling interest

(0.2)

(0.2)

Net loss attributable to Affinion Group Holdings, Inc.

$ (13.4)

$ (56.6)

Net loss

$ (13.2)

$ (56.4)

Currency translation adjustment, net of tax

2.3

2.5

Comprehensive loss

(10.9)

(53.9)

Less: comprehensive income attributable to non-controlling interest

(0.2)

(0.2)

Comprehensive loss attributable to Affinion Group Holdings, Inc.

$ (11.1)

$ (54.1)

TABLE 9

AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(In millions)