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):
February 22, 2016

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 as Exhibit 99.1 is a presentation to be given to investors and others by senior officers of Alliance Data Systems Corporation.

On February 22, 2016, Alliance Data Systems Corporation issued a press release announcing that its Epsilon business has signed a new multi-year agreement with Shire plc, a leading global biotechnology company focused on rare diseases and specialty conditions. A copy of this press release is attached hereto as Exhibit 99.2.


ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
 
Document Description
     
99.1
 
Investor Presentation Materials.
     
99.2
 
Press release dated February 22, 2016 announcing an agreement with Shire plc.

Note: The information contained in this report (including Exhibits 99.1 and 99.2) 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: February 22, 2016
By:
 
/s/ Charles L. Horn
     
Charles L. Horn
     
Executive Vice President and
     
Chief Financial Officer



EXHIBIT INDEX



Exhibit No.
 
Document Description
     
99.1
 
Investor Presentation Materials.
     
99.2
 
Press release dated February 22, 2016 announcing an agreement with Shire plc.

 
 

Exhibit 99.1
 
 Investor PresentationFirst Quarter 2016  Company OverviewNYSE: ADS 
 

 End-to-end, data-driven marketing solutionsWrapped inside a 17,000 person services organization  Platforms: Loyalty, Card & Coalition    Data1st Party Transactional / SKU Data | Offline & Online  Segmentation & Insights  Personalized Marketing Campaigns  Mobile  Video  Email  POS  Social  Display  In store  Direct Mail  Omni-Channel Distribution       
 

 Past – Present – Future    Pre-Recession  Great Recession    Recovery                US$ billions, except per-share amounts  2007  2008  2009  2010  2011  2012  2013  2014  2015  2016E  CAGR  Revenue  $2.0  $2.0  $2.0  $2.8  $3.2  $3.6  $4.3  $5.3  $6.4  $7.1  15%  Adjusted EBITDA, net*  $0.6  $0.6  $0.6  $0.6  $0.8  $1.0  $1.2  $1.4  $1.7  $1.9  14%  Core EPS  $3.88  $4.42  $5.16  $5.86  $7.63  $8.71  $10.01  $12.56  $15.05  $16.80  18%    Great Recession: We GrewEpsilon & LoyaltyOne were approximately 50 percent of ADS revenue (similar to today)Epsilon & LoyaltyOne revenue grew at a 6 percent CAGR during ‘Great Recession’Card Services generated over 600bps pre-tax ROA at the bottomContinued strong free cash flowBought back over 30 percent of ADS shares at an average price of about $50  Note: 2016E uses spot rates of 0.72 CDN/USD and 1.12 EUR/USD.  * Net of portfolio funding costs and non-controlling interest in BrandLoyalty. 
 

 2016 Game Plan  Epsilon and LoyaltyOne:Approximately 50 percent of ADS revenueCombined, these businesses tend to have steady growth rates regardless of macro-economyOverall, mid to high-single-digit revenue and adjusted EBITDA growthCard Services:Card receivables growth of 5x market with very solid pipelineStrong profitability (ROA 2-3x market)Loss rates trending to 5.0 percent in 2016 and 5.5 percent in 2017FX:Headwinds to core EPS decreasing to 20 - 25 cents in 2016 from 46 cents in 2015Free Cash Flow:Support ongoing growthIncrease buyback to $1 billion and put M&A on ‘back-burner’Maintain prudent leverage ratio of approximately 3.0xGuidance:$7.1 billion in revenues, +10 percent, $16.80 core EPS, +11 percent at FX spot rates$7.2 billion in revenues, + 12 percent, $17.00 core EPS, +13 percent using the same exchange rates as 2015 (constant currency) 
 

 Longer-Term  ADS has both cyclical & non-cyclical businessesEpsilon and LoyaltyOneExpect continued growth through any economic downturnCard ServicesCan absorb 50bps annual increases in loss rates and still grow earningsFree Cash Flow$800 million to $1 billion of annual free cash flow, which can be allocated to buybacksLooking for $20 to $21 in core EPS in 2018‘Dusting off’ the 2008-09 Great Recession playbookWe grew then, we can grow nowIt is our best share repurchase opportunity since 2009 (ADS stock < intrinsic value) 
 

 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our expected operational and financial performance and anticipated future foreign exchange rates, credit card loss rates and macro-economic conditions. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this presentation, and no assurances can be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K.  Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.  Forward Looking Statements 
 

 Financial Measures  In addition to the results presented in accordance with generally accepted accounting principles, or GAAP, the Company may present financial measures that are non-GAAP measures, such as constant currency financial measures, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA, net of funding costs and non-controlling interest, core earnings and core earnings per diluted share (core EPS). 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.  
 

Exhibit 99.2


 



NEWS RELEASE

Contact:
 
Alliance Data
Tiffany Louder – Investor Relations
Alliance Data
214.494.3048
tiffany.louder@alliancedata.com
 
Shelley Whiddon – Media
214.494.3811
Shelley.whiddon@alliancedata.com
 
 
Epsilon
Jessica Nable – Media
917.270.3293
Jessica.nable@epsilon.com
 

EPSILON SIGNS NEW MULTI-YEAR AGREEMENT TO PROVIDE GLOBAL
DATABASE MARKETING SERVICES FOR WORLDWIDE BIOTECHNOLOGY
LEADER SHIRE

Epsilon to Build Comprehensive Consumer and Healthcare Professional Database
Platform; Central Hub to Execute U.S. and Global Marketing Programs

Plano, TX, February 22, 2016 – Epsilon, an Alliance Data (NYSE: ADS) company, has signed a new multi-year agreement with Shire plc (LSE: SHP, NASDAQ: SHPG), a leading global biotechnology company focused on rare diseases and specialty conditions. Epsilon will build, host and manage a consolidated database of consumer and healthcare professional information that will enable improved and more effective communication in the U.S. and around the world.

Headquartered in Dublin, Ireland, Shire is focused on researching, developing and delivering innovative medicines that have the potential to transform the lives of people around the world with rare and other specialized conditions. Shire's products are marketed in nearly 70 countries and the company employs over 5,000 people in 34 countries. Shire reported 2014 revenues of U.S. $6 billion.

Under the terms of the new agreement, Epsilon will build and host a database platform to manage consumer and healthcare professional data in a centralized repository for a complete 360-degree view of the individuals. The database will serve as the foundation for the execution of marketing and educational programs to reach U.S. consumers and global healthcare professionals. Shire will utilize the Epsilon platform to engage with consumers and healthcare professionals via permission-based email, direct mail and online targeting, with communications focused on acquisition, welcome, education, prescription compliance and medicine adherence.


"We are excited to be working with Shire, a biotech leader focused on helping improve the health of consumers around the world," said Andy Frawley, chief executive officer of Epsilon. "After 15 years of building world-class databases, Epsilon has an exceptional ability to create an engine that will fuel personalized marketing and deliver better results for our clients."

About Epsilon
Epsilon® is the global leader in creating connections between people and brands. An all-encompassing global marketing company, we harness the power of rich data, groundbreaking technologies, engaging creative and transformative ideas to get the results our clients require. Recognized by Ad Age as the #1 World CRM/Direct Marketing Network, #1 U.S. Digital Agency Network and #1 U.S. Agency from All Disciplines, Epsilon employs over 7,000 associates in 70 offices worldwide. Epsilon is an Alliance Data company. For more information, visit www.epsilon.com, follow us on Twitter @EpsilonMktg or call 1.800.309.0505.

About Alliance Data
Alliance Data® (NYSE: ADS) is a leading global provider of data-driven marketing and loyalty solutions serving large, consumer-based industries. The Company creates and deploys customized solutions, enhancing the critical customer marketing experience; the result is measurably changing consumer behavior while driving business growth and profitability for some of today's most recognizable brands. Alliance Data helps its clients create and increase customer loyalty through solutions that engage millions of customers each day across multiple touch points using traditional, digital, mobile and emerging technologies. An S&P 500 and Fortune 500 company headquartered in Plano, Texas, Alliance Data consists of three businesses that together employ more than 16,000 associates at approximately 100 locations worldwide.

Alliance Data's card services business is a leading provider of marketing-driven branded credit card programs. Epsilon® is a leading provider of multichannel, data-driven technologies and marketing services, and also includes Conversant®, a leader in personalized digital marketing. LoyaltyOne® owns and operates the AIR MILES® Reward Program, Canada's premier coalition loyalty program, and holds a majority interest in Netherlands-based BrandLoyalty, a global provider of tailor-made loyalty programs for grocers.

Follow Alliance Data on Twitter, Facebook, LinkedIn and YouTube.

Forward Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as "believe," "expect," "anticipate," "estimate," "intend," "project," "plan," "likely," "may," "should" or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.

We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K.

Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

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