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Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 5, 2010

ALLIANCE DATA SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE

001-15749

31-1429215

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

17655 WATERVIEW PARKWAY

DALLAS, TEXAS 75252

(Address and Zip Code of Principal Executive Offices)

(972) 348-5100

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

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

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

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 7.01.

Regulation FD Disclosure

Attached is a slide presentation to be given to investors and others by senior officers of Alliance Data Systems Corporation.

ITEM 9.01.

Financial Statements and Exhibits

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

99.1		Investor Presentation Materials.

Note: The information contained in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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


	Alliance Data Systems Corporation

Date: May 5, 2010	By:	/s/ CHARLES L. HORN
		Charles L. Horn
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION

99.1		Investor Presentation Materials.

Investor Presentation Materials

Confidential and Proprietary

Alliance Data Q2 2010

Alliance Data

NYSE: ADS

Q2 2010

Exhibit 99.1

Alliance Data Q2 2010

Confidential and Proprietary

Alliance Data is the largest and most comprehensive provider

of transaction-based marketing and loyalty solutions.

A Unique Business Model.

Advantages over traditional marketing channels:

Transaction-based

programs

allow

micro-segmentation

clients’

customer

data

Provide high, measurable ROIs

for our clients

Comprehensive suite of products that

span many traditional marketing channels:

Alliance Data Q2 2010

Confidential and Proprietary

Three Businesses. One Focus.

Designs and executes

ROI-based marketing

programs that deliver

measurable results

Designs, delivers and

manages a suite of

loyalty marketing

programs and services

to profitably change

customer behavior

Private Label

Drives sales for our clients

by providing marketing

driven branded credit

programs that build

customer loyalty

These solutions are delivered through three businesses.

Alliance Data Q2 2010

Confidential and Proprietary

Business Overview

Q1, 2010:

Revenue –

$200mm

24%

Adj. EBITDA –

$54mm

Q1, 2010:

Revenue –

$126mm

Adj. EBITDA –

$27mm

24%

Q1, 2010:

Revenue –

$339mm

14%

Adj. EBITDA –

$140mm

16%

10 million –

number of Canadian

households in the AIR MILES®

Reward Program (over 70% of entire

nation)

232 million –

direct mail pieces

per year

24.2 million –

number of active

accounts

39 billion

–

number of reward

miles issued to date

35 billion –

permission-based

emails per year

11 million –

credit card

applications processed in 2009

1,000 times each minute –

frequency an AIR MILES card is

swiped

100 –

major creative and

marketing awards

$8 billion –

credit card sales in

2009

International Expansion –

dotz

coalition loyalty program in

Brazil

Client Wins –

record signings in

2009

Over $5 billion –

average

accounts receivable

Private Label

Alliance Data Q2 2010

Confidential and Proprietary

Key Clients

Shell Oil of Canada

We continue to work with some of the biggest brands in North America.

Alliance Data Q2 2010

Confidential and Proprietary

Alliance Data: Consolidated Results

($MM, except per share data)

% Change

2010

Actual

Pro forma (a)

10/09PF

Revenue

664

480

607

Income from continuing operations

per diluted share

0.84

0.70

20%

Adjusted EBITDA

203

152

185

10%

Core earnings per diluted share

1.38

1.19

16%

(a) Income from continuing operations, income from continuing operations per diluted share and

core earnings per diluted share are not impacted by the change in accounting presentation.

Three Months Ended March 31,

Non-GAAP Measures:

2009

Alliance Data Q2 2010

Confidential and Proprietary

Third consecutive quarter of

miles issuance growth

Revenue growth at Abacus

Double-digit growth in credit

sales

+ Consumer discretionary

spending appears to be

increasing

+ Significant number of wins yet

to be implemented in 2009

Double-digit growth in

accounts receivable portfolio

+ Stronger Canadian $ in 2010

+ New signings in 2010

replenishing backlog

+ Stable funding rates

Weak adj. EBITDA for several

quarters as we refill breakage

pool

+ Strong second-half of 2010

expected

+ Credit losses flat to down

+ Strong second-half of 2010

expected

2010 Trends

Private Label

Alliance Data Q2 2010

Confidential and Proprietary

2010 Guidance

($MM, except per share data)

Pro forma

2009

Guidance

2010

% Change

Revenues

$2,513

$2,762

10%

Adjusted EBITDA

$734

$792

Core EPS

$5.16

$6.00

16%

Affirming 2010 Guidance of $6.00

Alliance Data Q2 2010

Confidential and Proprietary

Alliance Data’s Safe Harbor Statement and

Forward-Looking Statements

This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended,

and

Section

21E

the

Securities

Exchange

Act

1934,

amended.

Such

statements

may

use

words

such

"anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our

management. When we make forward-looking statements, we are basing them on our management's beliefs and assumptions,

using

information

currently

available

us.

Although

believe

that

the

expectations

reflected

the

forward-looking

statements are reasonable, these forward-looking statements are subject to risks, uncertainties and assumptions, including

those discussed in our filings with the Securities and Exchange Commission.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual

results may vary materially from what we projected. Any forward-looking statements contained in this presentation reflect our

current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to

our operations, results of operations, growth strategy and liquidity. We have no intention, and disclaim any obligation, to

update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding

Alliance Data Systems Corporation's business which are not historical facts are "forward-looking statements" that involve risks

and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those

contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report on Form 10-K for the most

recently ended fiscal year. Risk factors may be updated in Item 1A in each of the Company's Quarterly Reports on Form 10-Q

for each quarterly period subsequent to the Company's most recent Form 10-K

Alliance Data Q2 2010

Confidential and Proprietary

Financial Measures

In addition to the results presented in accordance with generally accepted accounting principles, or GAAP,

the Company presents financial measures that are non-GAAP measures, such as constant currency financial

measures, adjusted EBITDA, adjusted EBITDA margin, core earnings

and core earnings per diluted share.

These non-GAAP financial measures exclude costs associated with the terminated merger with affiliates of

The Blackstone Group and other costs. The Company believes that these non-GAAP financial measures,

viewed in addition to and not in lieu of the Company’s reported GAAP results, provide useful information to

investors regarding the Company’s performance and overall results of operations. These metrics are an

integral part of the Company’s internal reporting to measure the performance of reportable segments and the

overall effectiveness of senior management. Reconciliations to comparable GAAP financial measures are

available in the accompanying schedules and on the Company’s website. The financial measures presented

are consistent with the Company’s historical financial reporting practices. Core earnings and core earnings

per diluted share represent performance measures and are not intended to represent liquidity measures. The

non-GAAP financial measures presented herein may not be comparable to similarly titled measures

presented by other companies, and are not identical to corresponding measures used in other various

agreements or public filings.