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):
October 20, 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 2.02. Results of Operations and Financial Condition

On October 20, 2016, Alliance Data Systems Corporation (the "Company") issued a press release regarding its results of operations for the third quarter ended September 30, 2016.  A copy of this press release is furnished as Exhibit 99.1.


ITEM 7.01. Regulation FD Disclosure

On October 20, 2016, the Company issued a press release regarding its results of operations for the third quarter ended September 30, 2016.  A copy of this press release is furnished as Exhibit 99.1.

Attached as Exhibit 99.2 is a presentation to be given to investors and others by senior officers of the Company.


ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
 
Document Description
     
99.1
 
Press Release dated October 20, 2016 announcing the results of operations for the third quarter ended September 30, 2016.
99.2
 
Investor Presentation Materials.

 
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: October 20, 2016
By:
 
/s/ Charles L. Horn
     
Charles L. Horn
     
Executive Vice President and
     
Chief Financial Officer





EXHIBIT INDEX



Exhibit No.
 
Document Description
     
99.1
 
Press Release dated October 20, 2016 announcing the results of operations for the third quarter ended September 30, 2016.
99.2
 
Investor Presentation Materials.



Exhibit 99.1


Contacts:
UInvestors/Analysts
 
Tiffany Louder
 
Alliance Data
 
214-494-3048
 
Tiffany.Louder@AllianceData.com
   
 
UMedia
 
Shelley Whiddon
 
Alliance Data
 
214-494-3811
 
Shelley.Whiddon@AllianceData.com
 
 
Alliance Data Reports Record Third Quarter 2016 Results

·  
Revenue Increases 19 Percent to $1.9 Billion
·  
EPS Increases 71 Percent to $3.55 and Core EPS Increases 20 Percent to $4.74
·  
Raising Annual Guidance
·  
Establishing Quarterly Dividend

Dallas, TX, October 20, 2016 – Alliance Data Systems Corporation (NYSE: ADS), a leading global provider of data-driven marketing and loyalty solutions, today announced results for the quarter ended September 30, 2016.

SUMMARY
   
Quarter Ended September 30,
 
(in millions, except per share amounts)
   
2016
   
2015
   
% Change
 
Revenue
   
$
1,886
   
$
1,589
     
+19
%
Net income
   
$
208
   
$
130
     
+59
%
Net income attributable to Alliance Data
stockholders per diluted share ("EPS") (a)
   
$
3.55
   
$
2.08
     
+71
%
Diluted shares outstanding
     
58.4
     
61.8
     
-5
%
*******************************
                       
Supplemental Non-GAAP Metrics (b):
                         
Adjusted EBITDA
   
$
566
   
$
497
     
+14
%
Adjusted EBITDA, net of funding costs and non-
controlling interest ("adjusted EBITDA, net") (a)
   
$
512
   
$
453
     
+13
%
Core earnings attributable to Alliance Data
stockholders per diluted share ("core EPS") (a)
   
$
4.74
   
$
3.95
     
+20
%
 
 
(a)
2015 profitability measures shown above are net of amounts attributable to the minority interest in Netherlands-based BrandLoyalty, referred to as 'non-controlling interest'.
(b)
See "Financial Measures" below for a discussion of non-GAAP financial measures.

Alliance Data Systems Corporation
October 20, 2016
 
CONSOLIDATED RESULTS
Revenue increased 19 percent to $1.9 billion while adjusted EBITDA, net increased 13 percent to $512 million for the third quarter of 2016. Net income increased 59 percent to $208 million, while EPS increased 71 percent to $3.55 compared to the third quarter of 2015, which included $0.65 in regulatory settlement charges. Core EPS increased 20 percent to $4.74 for the third quarter of 2016, beating guidance of $4.42. 
Ed Heffernan, president and chief executive officer of Alliance Data, commented, "It was the largest quarter in our history with $1.9 billion in revenue and $4.74 in core EPS. The over-performance to guidance was significant and was driven by both underlying strength in the business, which we have passed through to annual guidance, as well as timing, which will reverse in the fourth quarter.
"Looking at the individual segments, LoyaltyOne's revenue and adjusted EBITDA increased 28 percent and 14 percent, respectively, compared to the third quarter of last year. Notably, AIR MILES® strong results benefitted from higher than expected redemption rates as collectors got ahead of the December 31 expiration date, which was set almost five years ago. We added call center personnel to accommodate the higher traffic to make sure that this unique event after 24 years of activity does not negatively impact the strong brand we have in Canada.
"Epsilon's results were mixed for the third quarter as revenue was a bit lower than expected, but the operating leverage we had been looking for was achieved. Revenue was soft in the large technology platform offering - a function of timing and pricing pressure - while the drag from agency media & services lessened. Importantly, adjusted EBITDA turned from year-over-year declines in the first and second quarters to flat during the third quarter and we expect positive growth in the fourth quarter of 2016.
"Card Services had a terrific quarter with revenue and adjusted EBITDA, net up 26 percent and 14 percent, respectively, compared to the third quarter of last year. There were several positives during the quarter as gross yields, operating expense leverage and principal loss rates were all better than expected. As it relates to principal loss rates, we believe the 20 basis points beat to third quarter guidance is timing related, essentially seasonality, which will flip in the fourth quarter keeping us on-track to full year guidance."
Heffernan continued, "Return of capital to shareholders has always been a priority for Alliance Data. For years, we preferred the flexibility of share repurchases, which could be flexed upwards or downwards based upon market dynamics. Going forward, we believe a combination of share repurchases and dividends offers a more balanced approach. Accordingly, our board of directors today declared a quarterly dividend yielding one percent with a record date of November 3rd.
2

Alliance Data Systems Corporation
October 20, 2016

SEGMENT REVIEW
LoyaltyOne®: Revenue increased 28 percent to $384 million, while adjusted EBITDA increased 14 percent to $82 million for the third quarter of 2016. Foreign exchange translation rates had a nominal impact on revenue and adjusted EBITDA for the third quarter of 2016.
AIR MILES® revenue increased 43 percent on a constant currency basis driven by strong redemption growth. AIR MILES reward miles issued increased 6 percent compared to the third quarter of 2015 due to strength of financial services sponsors. AIR MILES reward miles redeemed increased 74 percent compared to the third quarter of 2015, as redemption activity accelerated ahead of the upcoming year-end expiration date.
BrandLoyalty revenue increased 5 percent on a constant currency basis. Its North American expansion efforts continue to develop in the United States with the recent signing of supermarket chain Lowes Foods.
Epsilon®: Revenue increased 2 percent to $543 million, while adjusted EBITDA was flat at $135 million for the third quarter of 2016. Adjusted EBITDA for the third quarter of 2016 was reduced by approximately $4 million in duplicative payroll costs as the new India office ramps up, and $4 million in severance expense. The duplicative payroll costs are down from approximately $6 million in the second quarter of 2016 and are expected to further abate in the fourth quarter.
Digital & technology platforms revenue increased 5 percent to $405 million, largely driven by growth in CRM. The backlog for CRM continues to grow as 36 new clients have already been signed in 2016 with an aggregate annual contract value of approximately $80 million. Agency media & services revenue dropped 5 percent from the prior year quarter to $138 million, a substantial improvement from revenue declines of 23 percent and 15 percent in the first and second quarters, respectively, of 2016.
Agency media & services performance has been weak for several quarters and Epsilon continues to adjust the cost structure commensurate with lower revenue expectations. Epsilon is also attempting to redirect digital agency toward mid-size agencies and direct-to-clients and to pivot digital agency towards data-driven marketing and insights, thus offering a CRM 'light' solution for clients.
3

Alliance Data Systems Corporation
October 20, 2016

Card Services: Revenue increased 26 percent to $966 million and adjusted EBITDA, net increased 14 percent to $331 million for the third quarter of 2016.
Gross yields were 26.8 percent for the third quarter of 2016, down approximately 10 basis points from the prior comparable period. Operating expenses were flat at $330 million for the third quarter of 2016. Excluding $65 million in regulatory settlement charges from the third quarter of 2015, operating expenses increased 24 percent for the third quarter of 2016. Expressed as a percentage of average receivables, operating expenses were 9.1 percent for the third quarter of 2016 compared to 9.4 percent for the third quarter of 2015 excluding the regulatory charges. The loan loss provision increased 46 percent to $251 million for the third quarter of 2016, driven by strong growth in average card receivables and higher principal loss rates. Portfolio funding costs were $54 million for the third quarter of 2016, or 1.5 percent of average credit card receivables, up 20 basis points from the third quarter of 2015.
Credit sales increased 16 percent to $7.0 billion for the third quarter of 2016, supported by a 3 percent increase in core cardholder spending as tender share gains of approximately 150 basis points continued. Average credit card receivables, excluding amounts reclassified as assets held for sale, increased 23 percent to $14.0 billion compared to the third quarter of 2015, while net principal loss rates for the third quarter of 2016 were 4.7 percent, up 30 basis points from last year. The increase is primarily due to account seasoning. The delinquency rate was 5.0 percent at September 30, 2016, up 50 basis points from the same time last year and tracking consistent with guidance of a 50 basis points increase in principal loss rates for full year 2016.
Guidance
Guidance for 2016 has been raised a second time to $7.2 billion in revenue, an 11 percent increase, and $16.90 in core EPS, a 12 percent increase, both as compared to 2015.
Initial guidance for 2017 is for 10 percent growth in both revenue and core EPS.
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. Constant currency excludes the impact of fluctuations in foreign exchange rates. The Company calculates constant currency by converting our current period local currency financial results using the prior period exchange rates. 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.
4

Alliance Data Systems Corporation
October 20, 2016

Conference Call
Alliance Data will host a conference call on Thursday, October 20, 2016 at 8:30 a.m. (Eastern Time) to discuss the Company's third-quarter 2016 results. The conference call will be available via the Internet at www.alliancedata.com. There will be several slides accompanying the webcast. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. The recorded webcast will also be available on the Company's website.
If you are unable to participate in the conference call, a replay will be available. To access the replay, please dial (855) 859-2056 or (404) 537-3406 and enter "87014237". The replay will be available at approximately 11:45 a.m. (Eastern Time) on Thursday, October 20, 2016.
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 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.  Examples of forward-looking statements include, but are not limited to, statements we make regarding our expected operating results, future economic conditions including currency exchange rates, future dividend declarations and the guidance we give with respect to our anticipated financial performance.
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.
5

Alliance Data Systems Corporation
October 20, 2016

ALLIANCE DATA SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)

 
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
Revenue
 
$
1,885.6
   
$
1,589.1
   
$
5,310.5
   
$
4,690.9
 
Operating expenses:
                               
Cost of operations
   
1,086.6
     
941.9
     
3,189.0
     
2,899.5
 
Provision for loan loss
   
251.3
     
171.7
     
651.0
     
461.9
 
Regulatory settlement
   
     
64.6
     
     
64.6
 
Depreciation and amortization
   
126.7
     
123.4
     
384.7
     
367.1
 
Total operating expenses
   
1,464.6
     
1,301.6
     
4,224.7
     
3,793.1
 
Operating income
   
421.0
     
287.5
     
1,085.8
     
897.8
 
Interest expense, net:
                               
Securitization funding costs
   
31.1
     
23.1
     
91.5
     
71.5
 
Interest expense on deposits
   
22.6
     
13.7
     
60.0
     
37.1
 
Interest expense on long-term and other debt, net
   
54.6
     
45.3
     
159.3
     
132.2
 
Total interest expense, net
   
108.3
     
82.1
     
310.8
     
240.8
 
Income before income tax
 
$
312.7
   
$
205.4
   
$
775.0
   
$
657.0
 
Income tax expense
   
105.2
     
75.0
     
268.0
     
231.7
 
Net income
 
$
207.5
   
$
130.4
   
$
507.0
   
$
425.3
 
Less: Net income attributable to non-controlling interest
   
     
2.0
     
1.8
     
3.0
 
Net income attributable to common stockholders
 
$
207.5
   
$
128.4
   
$
505.2
   
$
422.3
 
                                 
Per share data:
                               
                                 
Numerator
                               
Net income attributable to common stockholders
 
$
207.5
   
$
128.4
   
$
505.2
   
$
422.3
 
Less: Accretion of redeemable non-controlling interest
   
     
     
83.5
     
15.2
 
Net income attributable to common stockholders after accretion of redeemable non-controlling interest
 
$
207.5
   
$
128.4
   
$
421.7
   
$
407.1
 
                                 
Denominator
                               
Weighted average shares outstanding – basic
   
58.3
     
61.4
     
59.0
     
62.1
 
Weighted average shares outstanding – diluted
   
58.4
     
61.8
     
59.2
     
62.6
 
                                 
Basic – Net income attributable to common stockholders
 
$
3.56
   
$
2.09
   
$
7.15
   
$
6.55
 
Diluted – Net income attributable to common stockholders
 
$
3.55
   
$
2.08
   
$
7.12
   
$
6.51
 
                                 
6

Alliance Data Systems Corporation
October 20, 2016

ALLIANCE DATA SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)

   
September 30,
2016
   
December 31,
2015 (1)
 
             
Assets
           
Cash and cash equivalents
 
$
1,500.5
   
$
1,168.0
 
Credit card and loan receivables:
               
Credit card and loan receivables
   
14,615.8
     
13,799.5
 
Allowance for loan loss
   
(874.4
)
   
(741.6
)
Credit card and loan receivables, net
   
13,741.4
     
13,057.9
 
Credit card and loan receivables held for sale
   
525.1
     
95.5
 
Redemption settlement assets, restricted
   
428.7
     
456.6
 
Intangible assets, net
   
1,077.0
     
1,203.7
 
Goodwill
   
3,837.8
     
3,814.1
 
Other assets
   
2,529.3
     
2,554.1
 
Total assets
 
$
23,639.8
   
$
22,349.9
 
                 
Liabilities and Equity
               
Deferred revenue
 
$
775.9
   
$
844.9
 
Deposits
   
7,614.0
     
5,605.9
 
Non-recourse borrowings of consolidated securitization entities
   
5,899.3
     
6,482.7
 
Long-term and other debt
   
5,826.0
     
5,017.4
 
Other liabilities
   
1,740.8
     
2,221.6
 
Total liabilities
   
21,856.0
     
20,172.5
 
Redeemable non-controlling interest
   
     
167.4
 
Stockholders' equity
   
1,783.8
     
2,010.0
 
Total liabilities and equity
 
$
23,639.8
   
$
22,349.9
 
                 
                     
(1)
Adjusted to reflect the adoption of Accounting Standards Update ("ASU") 2015-03, "Simplifying the Presentation of Debt Issuance Costs."
7

Alliance Data Systems Corporation
October 20, 2016

ALLIANCE DATA SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

 
 
Nine Months Ended
September 30,
 
 
 
2016
   
2015
 
 
     
Cash Flows from Operating Activities:
 
Net income
 
$
507.0
   
$
425.3
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
Depreciation and amortization
   
384.7
     
367.1
 
Deferred income taxes
   
(57.0
)
   
(62.8
)
Provision for loan loss
   
651.0
     
461.9
 
Non-cash stock compensation
   
59.5
     
73.3
 
Amortization of deferred financing costs
   
25.3
     
23.5
 
Change in operating assets and liabilities
   
(344.7
)
   
(216.8
)
Originations of loan receivables held for sale
   
(5,182.7
)
   
(4,569.8
)
Sales of loan receivables held for sale
   
5,186.6
     
4,556.3
 
Other
   
106.7
     
(26.8
)
Net cash provided by operating activities
   
1,336.4
     
1,031.2
 
   
Cash Flows from Investing Activities:
 
Change in redemption settlement assets
   
55.4
     
(16.4
)
Change in restricted cash
   
(126.8
)
   
(0.4
)
Change in credit card and loan receivables
   
(1,048.8
)
   
(913.8
)
Purchase of credit card portfolios
   
(910.8
)
   
 
Sale of credit card portfolios
   
5.9
     
26.9
 
Capital expenditures
   
(158.3
)
   
(140.1
)
Payment for acquired businesses, net of cash acquired
   
     
(45.4
)
Other
   
24.4
     
(13.8
)
Net cash used in investing activities
   
(2,159.0
)
   
(1,103.0
)
   
Cash Flows from Financing Activities:
 
Borrowings under debt agreements
   
3,086.5
     
2,426.4
 
Repayments of borrowings
   
(2,305.0
)
   
(1,528.9
)
Issuances of deposits
   
3,727.5
     
2,191.9
 
Repayments of deposits
   
(1,714.4
)
   
(1,743.0
)
Non-recourse borrowings of consolidated securitization entities
   
2,567.5
     
2,570.0
 
Repayments/maturities of non-recourse borrowings of consolidated securitization entities
   
(3,150.0
)
   
(2,788.8
)
Payment of acquisition-related contingent consideration
   
     
(205.9
)
Acquisition of non-controlling interest
   
(360.7
)
   
(87.4
)
Purchase of treasury shares
   
(692.8
)
   
(856.9
)
Other
   
(8.0
)
   
15.4
 
Net cash provided by (used in) financing activities
   
1,150.6
     
(7.2
)
   
Effect of exchange rate changes on cash and cash equivalents
   
4.5
     
(20.9
)
Change in cash and cash equivalents
   
332.5
     
(99.9
)
Cash and cash equivalents at beginning of period
   
1,168.0
     
1,077.2
 
Cash and cash equivalents at end of period
 
$
1,500.5
   
$
977.3
 
   
8

Alliance Data Systems Corporation
October 20, 2016

ALLIANCE DATA SYSTEMS CORPORATION
SUMMARY FINANCIAL HIGHLIGHTS
(In millions)
(Unaudited)

   
Three Months Ended
September 30,
         
Nine Months Ended
September 30,
       
   
2016
   
2015
   
Change
   
2016
   
2015
   
Change
 
Segment Revenue:
                       
LoyaltyOne
 
$
383.8
   
$
299.1
     
28
%
 
$
1,090.7
   
$
988.8
     
10
%
Epsilon
   
543.2
     
532.4
     
2
     
1,555.3
     
1,532.5
     
1
 
Card Services
   
965.8
     
764.0
     
26
     
2,687.1
     
2,189.1
     
23
 
Corporate/Other
   
0.1
     
0.2
   
nm
     
0.2
     
0.3
   
nm
 
Intersegment Eliminations
   
(7.3
)
   
(6.6
)
 
nm
     
(22.8
)
   
(19.8
)
 
nm
 
Total
 
$
1,885.6
   
$
1,589.1
     
19
%
 
$
5,310.5
   
$
4,690.9
     
13
%
                               
Segment Adjusted EBITDA, net:
                             
LoyaltyOne
 
$
82.3
   
$
64.5
     
28
%
 
$
235.3
   
$
197.2
     
19
%
Epsilon
   
134.8
     
135.0
     
     
318.2
     
351.2
     
(9
)
Card Services
   
330.9
     
289.2
     
14
     
914.9
     
822.4
     
11
 
Corporate/Other
   
(36.0
)
   
(35.7
)
   
1
     
(95.4
)
   
(95.0
)
   
 
Total
 
$
512.0
   
$
453.0
     
13
%
 
$
1,373.0
   
$
1,275.8
     
8
%
                               
Key Performance Indicators:
                             
Credit card statements generated
   
69.0
     
60.0
     
15
%
   
204.2
     
177.9
     
15
%
Credit sales
 
$
6,985.6
   
$
6,000.4
     
16
%
 
$
20,262.6
   
$
16,968.8
     
19
%
Average receivables
 
$
13,995.1
   
$
11,369.4
     
23
%
 
$
13,679.0
   
$
10,971.0
     
25
%
AIR MILES reward miles issued
   
1,431.5
     
1,355.7
     
6
%
   
4,150.2
     
4,066.8
     
2
%
AIR MILES reward miles redeemed
   
1,851.2
     
1,061.3
     
74
%
   
4,367.3
     
3,416.1
     
28
%
                                                 

nm-not meaningful

9

Alliance Data Systems Corporation
October 20, 2016

ALLIANCE DATA SYSTEMS CORPORATION
RECONCILIATION OF NON-GAAP INFORMATION
(In millions, except per share amounts)
(Unaudited)


 
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
Adjusted EBITDA and Adjusted EBITDA, net:
                       
Net income
 
$
207.5
   
$
130.4
   
$
507.0
   
$
425.3
 
Income tax expense
   
105.2
     
75.0
     
268.0
     
231.7
 
Total interest expense, net
   
108.3
     
82.1
     
310.8
     
240.8
 
Depreciation and other amortization
   
42.6
     
36.5
     
123.5
     
105.0
 
Amortization of purchased intangibles
   
84.1
     
86.9
     
261.2
     
262.1
 
Stock compensation expense
   
18.0
     
21.8
     
59.5
     
73.3
 
Regulatory settlement
   
     
64.6
     
     
64.6
 
Adjusted EBITDA
 
$
565.7
   
$
497.3
   
$
1,530.0
   
$
1,402.8
 
Less: Funding costs (1)
   
53.7
     
36.8
     
151.5
     
108.6
 
Less: Adjusted EBITDA attributable to non-controlling interest
   
     
7.5
     
5.5
     
18.4
 
Adjusted EBITDA, net of funding costs and non-controlling interest
 
$
512.0
   
$
453.0
   
$
1,373.0
   
$
1,275.8
 
                                 
Core Earnings:
                               
Net income
 
$
207.5
   
$
130.4
   
$
507.0
   
$
425.3
 
Add back: non-cash/ non-operating items:
                               
Stock compensation expense
   
18.0
     
21.8
     
59.5
     
73.3
 
Amortization of purchased intangibles
   
84.1
     
86.9
     
261.2
     
262.1
 
Regulatory settlement
   
     
64.6
     
     
64.6
 
Non-cash interest expense (2)
   
6.1
     
6.1
     
18.8
     
17.9
 
Income tax effect (3)
   
(38.5
)
   
(60.2
)
   
(116.9
)
   
(147.0
)
Core earnings
   
277.2
     
249.6
     
729.6
     
696.2
 
Less: Core earnings attributable to non-controlling interest
   
     
5.2
     
4.0
     
12.7
 
Core earnings attributable to common stockholders
 
$
277.2
   
$
244.4
   
$
725.6
   
$
683.5
 
                                 
Weighted average shares outstanding – diluted
   
58.4
     
61.8
     
59.2
     
62.6
 
Core earnings attributable to common stockholders per share - diluted
 
$
4.74
   
$
3.95
   
$
12.26
   
$
10.92
 
                                 
                                     
(1)
Represents interest expense on deposits and securitization funding costs.
(2)
Represents amortization of debt issuance costs and mark-to-market gains on interest rate derivatives.
(3)
Represents the tax effect for the related non-GAAP measure adjustments using the expected effective tax rate.

10

Alliance Data Systems Corporation
October 20, 2016

   
Three Months Ended September 30, 2016
 
 
 
LoyaltyOne
   
Epsilon
   
Card
Services
   
Corporate/
Other
   
Total
 
Operating income (loss)
 
$
57.7
   
$
48.2
   
$
358.1
   
$
(43.0
)
 
$
421.0
 
Depreciation and amortization
   
22.1
     
79.5
     
23.0
     
2.1
     
126.7
 
Stock compensation expense
   
2.5
     
7.1
     
3.5
     
4.9
     
18.0
 
Adjusted EBITDA
   
82.3
     
134.8
     
384.6
     
(36.0
)
   
565.7
 
Less: Funding costs
   
     
     
53.7
     
     
53.7
 
Less: Adjusted EBITDA attributable to non‑controlling interest
   
     
     
     
     
 
Adjusted EBITDA, net
 
$
82.3
   
$
134.8
   
$
330.9
   
$
(36.0
)
 
$
512.0
 

   
Three Months Ended September 30, 2015
 
 
 
LoyaltyOne
   
Epsilon
   
Card
Services
   
Corporate/
Other
   
Total
 
Operating income (loss)
 
$
48.6
   
$
42.6
   
$
239.5
   
$
(43.2
)
 
$
287.5
 
Depreciation and amortization
   
21.1
     
81.7
     
18.1
     
2.5
     
123.4
 
Stock compensation expense
   
2.3
     
10.7
     
3.8
     
5.0
     
21.8
 
Regulatory settlement
   
     
     
64.6
     
     
64.6
 
Adjusted EBITDA
   
72.0
     
135.0
     
326.0
     
(35.7
)
   
497.3
 
Less: Funding costs
   
     
     
36.8
     
     
36.8
 
Less: Adjusted EBITDA attributable to non‑controlling interest
   
7.5
     
     
     
     
7.5
 
Adjusted EBITDA, net
 
$
64.5
   
$
135.0
   
$
289.2
   
$
(35.7
)
 
$
453.0
 

   
Nine Months Ended September 30, 2016
 
 
 
LoyaltyOne
   
Epsilon
   
Card
Services
   
Corporate/
Other
   
Total
 
Operating income (loss)
 
$
167.6
   
$
46.5
   
$
990.1
   
$
(118.4
)
 
$
1,085.8
 
Depreciation and amortization
   
65.5
     
246.6
     
65.4
     
7.2
     
384.7
 
Stock compensation expense
   
7.7
     
25.1
     
10.9
     
15.8
     
59.5
 
Adjusted EBITDA
   
240.8
     
318.2
     
1,066.4
     
(95.4
)
   
1,530.0
 
Less: Funding costs
   
     
     
151.5
     
     
151.5
 
Less: Adjusted EBITDA attributable to non‑controlling interest
   
5.5
     
     
     
     
5.5
 
Adjusted EBITDA, net
 
$
235.3
   
$
318.2
   
$
914.9
   
$
(95.4
)
 
$
1,373.0
 

   
Nine Months Ended September 30, 2015
 
 
 
LoyaltyOne
   
Epsilon
   
Card
Services
   
Corporate/
Other
   
Total
 
Operating income (loss)
 
$
145.9
   
$
69.5
   
$
801.0
   
$
(118.6
)
 
$
897.8
 
Depreciation and amortization
   
61.6
     
244.5
     
54.1
     
6.9
     
367.1
 
Stock compensation expense
   
8.1
     
37.2
     
11.3
     
16.7
     
73.3
 
Regulatory settlement
   
     
     
64.6
     
     
64.6
 
Adjusted EBITDA
   
215.6
     
351.2
     
931.0
     
(95.0
)
   
1,402.8
 
Less: Funding costs
   
     
     
108.6
     
     
108.6
 
Less: Adjusted EBITDA attributable to non‑controlling interest
   
18.4
     
     
     
     
18.4
 
Adjusted EBITDA, net
 
$
197.2
   
$
351.2
   
$
822.4
   
$
(95.0
)
 
$
1,275.8
 
 
11

Exhibit 99.2
 Alliance Data NYSE: ADS  Third Quarter 2016 ResultsOctober 20, 2016 
 

 Agenda  Speakers: Ed Heffernan President and CEO Charles Horn EVP and CFO Bryan Kennedy President of Epsilon Third Quarter Consolidated ResultsSegment ResultsThird Quarter and Full Year Outlook2017 Guidance  1  2 
 

 Third Quarter 2016 Consolidated Results(MM, except per share)    Double-digit revenue and core EPS growth, both exceeding guidanceIncreasing annual guidance for both revenue and core EPSApproximately 3.3 million shares repurchased year-to-dateEstablishing quarterly cash dividend  2  1 After $0.65 in regulatory settlement charges.   3 
 

 LoyaltyOne® (MM)  AIR MILES® revenue increased 43 percent on a constant currency basis, driven by higher than expected redemptions AIR MILES redeemed increased 74 percent ahead of the upcoming expiry dateA portion is likely due to timing. Pull-forward of redemptions from Q4 Q3BrandLoyalty revenue increased 5 percent on a constant currency basis     Quarter Ended September 30,          2016  2015  % Change    Revenue  $ 384  $ 299  28%              Adjusted EBITDA  $ 82  $ 72  14%    Non-controlling interest  0  -7      Adjusted EBITDA, net  $ 82  $ 65  28%    Adjusted EBITDA %  21%  24%  -3%              Constant Currency          Revenue  $ 383  $ 299  28%    Adjusted EBITDA  $ 82  $ 72  14%    3    4 
 

 Epsilon® (MM)  Revenue growth was short of expectations at 2 percentOn a positive note, the drag from agency media & services lessenedHowever, loyalty and database solutions - part of technology platforms - was softAdjusted EBITDA growth improvingExpect mid-single digit growth in the fourth quarter of 2016    Quarter Ended September 30,          2016  2015  % Change    Digital & technology platforms  $ 405  $ 386  5%    Agency media & services   138   146  -5%     Total revenue  $ 543  $ 532  2%              Adjusted EBITDA  $ 135  $ 135  0%    Adjusted EBITDA %  25%  25%  0%              4    Note: Digital & Technology Platforms includes technology, data, affiliate and CRM offerings. Agency Media & Services includes agency offerings at both Epsilon and Conversant.   5 
 

 Card Services (MM)    Quarter Ended September 30,          2016  2015  % Change    Revenue  $ 966  $ 764  26%              Operating expenses  330  266  24%    Provision for loan losses  251  172  46%    Funding costs  54   37  46%    Adjusted EBITDA, net  $ 331  $ 289  14%    Adjusted EBITDA, net %  34%  38%  -4%    5    Revenue increased 26 percent to $966 million driven by strong growth in average receivablesGross yields of 26.8 percent were essentially flat with last yearProvision expense increased 46 percent due to receivables growth and account seasoning$92 million build in allowance for loan loss during the quarter6.2 percent reserve on reservable card receivables of $14.1 billion  1  1 Excludes $65 million in regulatory settlement charges.   6 
 

 Card Services (MM)  Growth of 3 percent in core cardholder spending driven by a 150 basis point tender share gain Operating expenses improved 30 bps expressed as a percentage of average card receivablesDelinquency rate trends tracking to loss rate guidance for full year    Quarter Ended September 30,        Key metrics:  2016  2015  Change    Credit sales  $ 6,986  $ 6,000  16%    Average card receivables 1  $13,995  $ 11,369  23%    Total gross yield  26.8%  26.9%  -0.1%    Operating expenses as % of average card receivables   9.1%  9.4%2  -0.3%    Principal loss rates  4.7%  4.4%  0.3%    Delinquency rate  5.0%  4.5%  0.5%    6    1 Excludes card receivables classified as held for sale.   7  2 Excludes $65 million in regulatory settlement charges.  
 

 ConsolidatedThird Quarter: revenue of $1.9 billion, +19 percent and core EPS of $4.74, +20 percentBoth exceeding guidance (business strength and timing)Raising annual guidance: revenue of $7.2 billion, +11 percent and core EPS of $16.90, +12 percentShare repurchase program: ~$700 million year-to-date Corporate leverage ratio remains manageable at less than 3xEstablishing quarterly dividend at 1 percentCard ServicesPortfolio growth over 20 percent for both third quarter and full yearTender share ↑150 basis points in third quarter and ↑180 basis points for full year (85 percent from mature accounts)Gross yields of 26.8 percent in third quarterYear-over-year compression abating: ↓210bps in Q1, ↓80bps in Q2, ↓10bps in Q3Delinquency rates and principal loss rates tracking to up ~50 bps for full yearQ3 loss rate ↓ guidance, Q4 loss rate ↑ guidance due to seasonality$2 billion vintage signedBoscovs, Hot Topic, Forever 21, The Children’s Place, Bed Bath & Beyond, Williams-Sonoma, Century 21, Ulta Beauty              Third Quarter and Full Year Outlook  7      8 
 

 Third Quarter and Full Year Outlook   EpsilonRevenue growth still choppy: -2 percent in Q1, +5 percent in Q2 and +2 percent in Q3Adjusted EBITDA benefitting from India initiative-22 percent in Q1, -9 percent in Q2, FLAT in Q3, up +5 percent in Q4 (estimate)LoyaltyOne BrandLoyalty: tracking to double-digit growth in revenue and adjusted EBITDA for full yearBrandLoyalty: Canada rollout successful (~$45 million in revenue); initial U.S. client rollout commencingAIR MILES: double-digit growth in revenue and mid-single digit growth in adjusted EBITDAAIR MILES: carefully monitoring brand impact of miles expiration        8      9   
 

 2017 Outlook  Consolidated revenue and core EPS growth of +10 percent, +10 percentBase caseAssumes no meaningful share repurchases or M&AFactors in final drag from principal loss rate normalizationOverall, expect another solid year of double-digit organic growthLoyaltyOne:BrandLoyalty: continue global expansion (especially North America)AIR MILES: maintain pre-eminent brand status by investing in sponsor/collector post-expiry effortsEpsilon:Conversant: continue exceptional growth in CRM; continue Agency pivot to “CRM Lite”Core: convert new cost structure into revenue growthCard Services:Focus on existing organic growth and new start-up programs (less on pure bulk growth)Complete normalization in credit quality  10 
 

 OutlookDelinquency and Net Loss RatesDelinquency rates best predictor of forward loss rate90% Correlation  11 
 

 Delinquency rates have strong seasonality (Sep-Oct peak), but are very predictable.Delinquency rates are 90% correlated with net loss rates that come 3-6 months later (an account becomes a p&l loss after 180 days delinquent).2017 delinquency rates should narrow and become flat by the third quarter. Loss rates expected to follow and be flat to prior year.Long-term steady state loss rates should then settle in and remain stable.Earnings acceleration begins.We will update this chart each month when standard monthly card data are released.  2017 Outlook – Closing the “Wedge”  12 
 

 Summary  Over the past 15 years Revenue: $770 million $7.2 billion* (16 percent CAGR)Core EPS: $0.52 $16.90* (26 percent CAGR)2016 – 2017Principal loss rates increase following uncharacteristically low levels during 2012 to 2015Knocks 10 points from core EPS growth each yearRevenue and core EPS still grow double-digit annuallyWhen the “wedge” closes, normalized run-rates achieved Earnings growth accelerates back into 20 percent rangeSecular trends towards data-driven personalized marketing should continue to favor ADS’ model  13  * Guidance for 2016.  
 

 Forward-Looking StatementsThis 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 operating results, future economic conditions including currency exchange rates, future dividend declarations and the guidance we give with respect to our anticipated financial performance. 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.  11  14 
 

 Financial MeasuresIn 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 calculates constant currency by converting our current period local currency financial results using the prior period exchange rates. 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. Constant currency excludes the impact of fluctuations in foreign exchange rates. 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.   12  15 
 

 Q & A  16