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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):

August 9, 2010

ALLIANCE DATA SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Charter)


DELAWARE	001-15749	31-1429215
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

7500 DALLAS PARKWAY, SUITE 700

PLANO, TEXAS 75024

(Address and Zip Code of Principal Executive Offices)

(214) 494-3000

(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 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: August 9, 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 Q3 2010

Alliance Data

NYSE: ADS

Q3 2010

Exhibit 99.1

Alliance Data Q3 2010

Confidential and Proprietary

Alliance

Data:

~$300

Billion

Market

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%

Sources: ZenithOptimedia

for Core Advertising March 2010;

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

Alliance Data Q3 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 Q3 2010

Confidential and Proprietary

An End-to-End Solution

Strategy/

Creative

Analytics

Distribution

Data/

Database

Mobile

Direct Mail

POS

Permission-

based Email

Social Media

On-line

Call Center

Alliance Data Q3 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 Q3 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 Q3 2010

Confidential and Proprietary

2010 Results and Trends

Private Label

Through Q2, four consecutive

quarters of miles issuance growth

Significant number of 2009 wins

ramping up (Visa, CapOne, . . )

Double-digit growth in credit sales

New client signings in energy (Ontario

Power) and consumer durables

(Whirlpool)

Revenue growth at Abacus

Double-digit growth in accounts

receivable portfolio

Consumer discretionary spending

appears to be increasing

New signings in 2010 replenishing

backlog

Stable to improving funding rates

Stronger Canadian $

Acquisition of Equifax’s DMS

business

Delinquencies down

Weak adj. EBITDA for several

quarters as we refill breakage pool

(timing issue)

Credit loss rates down significantly

Half

2010:

revenue

$391mm

19%

adj. EBITDA $112mm

20%

Half

2010:

revenue

$263mm

10%

adj. EBITDA $59mm

12%

Half

2010:

revenue

$683mm

12%

adj. EBITDA $273mm

26%

FY 2010: revenues

double-digit

adj. EBITDA ~ flat

FY 2010: revenues

double-digit

adj. EBITDA

double-digit

FY 2010: revenues

double-digit

adj. EBITDA

double-digit

Alliance Data Q3 2010

Confidential and Proprietary

Consolidated Operating Results

($MM, except per share data)

% Change

2010

Actual

Pro forma (a)

10/09PF

Revenue

1,333

937

1,203

11%

Net income

64%

Net income per diluted share

1.67

0.96

74%

Adjusted EBITDA

410

274

343

20%

Core earnings per diluted share (b)

2.76

2.12

30%

(a) 2009 revenue and adjusted EBITDA are shown pro forma to reflect the commercial presentation format effective

by the change in accounting presentation.

(b) Previously known as cash earnings per diluted share.

Six Months Ended

June 30,

2009

January 1, 2010. Net income, net income per diluted share and core earnings per diluted share are not impacted

Alliance Data Q3 2010

Confidential and Proprietary

2010 Guidance

($MM, except per share data)

Pro forma

2009

Guidance

2010

% Change

Revenues

Reported

$2,513

Normalized*

$2,478

$2,770

+12%

Adjusted EBITDA

Reported

$734

Normalized

$717

$800

+12%

Core EPS

Reported

$5.16

Normalized

$4.64

Min. $5.70

+23%

*normalized excludes infrequently occuring items

Similar growth

expected in 2011

Alliance Data Q3 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,

amended,

and

Section

21E

the

Securities

Exchange

Act

1934,

amended.

Such

statements

may

use words such as "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 to us. Although we believe that the

expectations reflected in the forward-looking statements are reasonable, these forward-looking statements are

subject

risks,

uncertainties

and

assumptions,

including

those

discussed

our

filings

with

the

Securities

and

Exch

ange

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 Q3 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.