SEC Filing

Alliance Data Systems Corporation

Date: May 25, 2010

/s/ CHARLES L. HORN

Charles L. Horn

Executive Vice President and Chief Financial Officer

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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 25, 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.

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION

99.1		Investor Presentation Materials.

Investor Presentation Materials

Confidential and Proprietary

Alliance Data

Strategic Outlook

NYSE: ADS

Q2 2010

Exhibit 99.1

NYSE: ADS | Q2 2010

Confidential and Proprietary

A Unique Business Model

Alliance Data is the largest and most comprehensive provider of

transaction-based marketing and loyalty solutions.

Three Platforms: One Model

Alliance Data: ~$300 Billion Market in Play

•

Marketing spend is shifting from traditional mass marketing to data-enabled,

multi-channel direct marketing

•

The digital channel spend directed toward transaction-based, ROI solutions:

•

Strong double-digit growth market

•

Still less than 10% of $300+ billion prize

Traditional

Mass

Marketing

Direct and

Digital

Marketing

47%

36%

DMA 2010 Statistical Fact Book; and

Forrester US Interactive Marketing Forecast 2009

$190 Billion

$128 Billion

Alliance Data’s

Addressable

Market

In 2009 $26B

spent in digital,

and expected to

grow to $40B in

2012

NYSE: ADS | Q2 2010

Confidential and Proprietary

Sources: ZenithOptimedia for Core Advertising March 2010;

Driving the Shift: The Rise of the Niche Market

•

Highly segmented customer groups are

more difficult to reach

•

ROI-based, data-enabled marketing

programs allow for micro-segmentation to

reach these customers

Source: The Long Tail: Why the Future of Business is Selling Less of More;

Chris Anderson, 2006

Branding

Advertising

Online Ad

Web site

Social Media

-52%

-64%

38%

40%

44%

47%

•

face

budget

cuts,

CMO’s

shift

spending

measureable data-enabled channels

•

Traditional media are losing share and hardest

hit given sheer size of these channels

•

Marketing dollars are moving to interactive

channels as consumers continue their

migration on line

Alliance Data’s

know-how is reaching

micro-customer segments

40% of consumer opportunity

Source: Forrester Research 2009, “Marketing Budgets Suffer Significant Cuts.”

NYSE: ADS | Q2 2010

Confidential and Proprietary

NYSE: ADS | Q2 2010

Confidential and Proprietary

The Alliance Data End-to-End Solution

Three Platforms, One Model

Strategy/

Creative

Analytics

Distribution

Data/

Database

LoyaltyOne

Epsilon

Private

Label

NYSE: ADS | 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

Excluding non-recurring

$5.16

$4.64

$6.00

16%

30%

Affirming 2010 Guidance of $6.00

NYSE: ADS | 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

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

NYSE: ADS | 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.