UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2016

AFFINION GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

6 High Ridge Park

Stamford, CT 06905

(Address of Principal Executive Offices)

(203) 956-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

AFFINION GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

6 High Ridge Park

Stamford, CT 06905

(Address of Principal Executive Offices)

(203) 956-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

As previously disclosed, effective January 1, 2016, Affinion Group Holdings, Inc. (“Affinion Holdings”) and Affinion Group, Inc. (“Affinion” and, together with Affinion Holdings, the “Company”) implemented a new globalized organizational structure (the “Global Reorganization”) to better support its key strategic initiatives and enhance long-term revenue growth. This new organizational structure allows the Company to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies with meaningful cost savings. In addition, the Company intends to no longer materially invest in lines of business that it believes are not essential to its long-term growth prospects. The Company remains committed to its business strategy of pursuing initiatives that maintain and enhance its position as a global leader in loyalty and customer engagement solutions. The implementation of the new global organizational structure marks another major step in the Company’s strategic plan and ongoing transformation.

Effective January 1, 2016, the Company has the following four new operating segments:

The Company is filing this Current Report on Form 8-K to recast selected financial data for the years ended December 31, 2015 and 2014 and for the quarters ended March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 to reflect this change in segment reporting. The recasting of previously issued financial information does not represent a restatement of previously issued financial statements. The recasted selected financial data for the quarter ended March 31, 2016 is the same information that was previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

Segment EBITDA consists of income from operations before depreciation and amortization. Segment EBITDA is the measure management uses to evaluate segment performance, and the Company presents Segment EBITDA to enhance your understanding of its operating performance. The Company uses Segment EBITDA as one criterion for evaluating its performance relative to that of its peers. The Company believes 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 is not a measurement of financial performance under accounting principles generally accepted in the United States (“U.S. GAAP”), and 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.

Adjusted EBITDA consists of Segment EBITDA adjusted to exclude the financial impact of certain transactions as specified in the Company’s senior secured credit facility. Adjusted EBITDA is a supplemental measure of the Company’s performance that is neither required by, nor presented in accordance with, U.S. GAAP. The Company believes that Adjusted EBITDA on a consolidated basis and 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. The Company believes Adjusted EBITDA also provides additional supplemental information to compare results among its segments. 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, 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.

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The Company believes 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. The Company believes 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.

In addition, in an effort to provide more visibility into the trends in each of the Company’s new operating segments, the Company has included updated metrics that align with its new segments. The new metrics permit investors to directionally reconcile to the new reporting segments from a top-line perspective.

The table below sets forth the selected financial data for the years ended December 31, 2015 and 2014 presented on a basis consistent with the Company’s new operating segments:

The allocation by operating segment of adjustments to Segment EBITDA to derive Adjusted EBITDA for the years ended December 31, 2015 and 2014 are as follows:

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The tables below set forth the selected financial data for the three months ended March 31, June 30, September 30 and December 31, 2015 presented on a basis consistent with the Company’s new operating segments, as well as the allocation by operating segment of adjustments to Segment EBITDA to derive Adjusted EBITDA for each of the periods:

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The Company manages its business using a portfolio approach, meaning that it allocates and reallocates its marketing investments in the ongoing pursuit of the highest and best available returns, allocating its resources to whichever products, geographies and programs offer the best opportunities. With the globalization of the Company’s clients, the continued evolution of the Company’s programs and services and the ongoing refinement and execution of the Company’s marketing allocation strategy, the Company has developed the following table that it believes captures the way it looks at the businesses (amounts in thousands, except dollars per unit).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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