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November 29,
2005
Mail Stop 4561
J. Michael Parks
17655 Waterview Parkway
Dallas, TX 75252
Re: Alliance Data Systems Corporation
Form 10-K for the year ended December 31, 2004
File No. 001-15749
Dear Mr. Parks:
We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents. As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us information
so
we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K
Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Discussion of Critical Accounting Policies
Securitization of credit card receivables, pages 29 - 30
1. We noted that you sell credit card receivables to a trust and
retain servicing rights to those receivables, an equity interest
in
the trust, and an interest in the receivables. In return, the
trust
issues bonds in the capital market and notes in private
transactions.
The proceeds from the debt are used to fund the receivables, while
cash collected from cardholders is used to finance new receivables
and repay borrowings and related borrowing costs, which appears to
be
the revolving period. Please explain to us how you recognize and
measure the implicit forward contract to sell new receivables
during
the revolving period. Refer to paragraph 76 of SFAS 140.
Financial Statements and Notes
Note 2 - Summary of Significant Accounting Policies
Credit Card Receivables, page F-9
2. We noted that the company retains an interest in the credit
card
receivables that is carried at fair value on the Balance Sheet.
Tell
us what consideration the company gave to the disclosure
requirements
of paragraph 17 (f) (3) of SFAS 140 which requires disclosure of
key
assumptions used in measuring the fair value of the retained
interests at the time of the securitization.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Yolanda Crittendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3498 if you have
questions.
Sincerely,
Linda VanDoorn
Senior Assistant Chief Accountant
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J. Michael Parks
Alliance Data Systems Corporation
November 29, 2005
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