Edgar Filing: ALLIANCE DATA SYSTEMS CORP

Three Months Ended

March 31, 2015

Number of

Restructurings

Outstanding

Balance

(Dollars in thousands)

Troubled debt restructurings that subsequently defaulted – credit card and loan receivables

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

(Mark One)

R			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the quarterly period ended March 31, 2015

OR

£			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from to

Commission File Number: 001-15749

________________

ALLIANCE DATA SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	31-1429215
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7500 Dallas Parkway, Suite 700

Plano, Texas 75024

(Address of principal executive office, including zip code)

(214) 494-3000

(Registrant's telephone number, including area code)

________________

Indicate by check mark whether the registrant: (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer R	Accelerated filer £
	Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No R

As of April 30, 2015, 62,030,256 shares of common stock were outstanding.

ALLIANCE DATA SYSTEMS CORPORATION

INDEX

		Page Number
Part I: FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
Part II: OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		46

Index

PART I

Item 1.

Financial Statements.

ALLIANCE DATA SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2015			December 31, 2014
	(In thousands, except per share amounts)
ASSETS
Cash and cash equivalents	$	760,398		$	1,077,152
Trade receivables, less allowance for doubtful accounts ($4,785 and $3,811 at March 31, 2015 and December 31, 2014, respectively)		571,560			743,294
Credit card and loan receivables:
Credit card receivables – restricted for securitization investors		7,730,899			8,312,291
Other credit card and loan receivables		2,998,782			2,931,589
Total credit card and loan receivables		10,729,681			11,243,880
Allowance for loan loss		(586,678	)		(570,171	)
Credit card and loan receivables, net		10,143,003			10,673,709
Credit card and loan receivables held for sale		143,837			125,060
Deferred tax asset, net		210,805			218,872
Other current assets		458,932			456,349
Redemption settlement assets, restricted		489,049			520,340
Total current assets		12,777,584			13,814,776
Property and equipment, net		545,064			559,628
Deferred tax asset, net		153			164
Cash collateral, restricted		24,940			22,511
Intangible assets, net		1,405,484			1,515,994
Goodwill		3,790,766			3,865,484
Other non-current assets		508,495			485,420
Total assets	$	19,052,486		$	20,263,977
LIABILITIES AND EQUITY
Accounts payable	$	412,503		$	455,656
Accrued expenses		310,356			457,472
Contingent consideration		—			326,023
Deposits		2,533,417			2,645,995
Non-recourse borrowings of consolidated securitization entities		1,708,750			1,058,750
Current debt		193,259			208,164
Other current liabilities		235,854			306,123
Deferred revenue		746,892			846,370
Deferred tax liability, net		—			930
Total current liabilities		6,141,031			6,305,483
Deferred revenue		153,681			166,807
Deferred tax liability, net		672,517			690,175
Deposits		1,976,957			2,127,546
Non-recourse borrowings of consolidated securitization entities		3,088,166			4,133,166
Long-term and other debt		4,672,169			4,001,082
Other liabilities		209,656			207,772
Total liabilities		16,914,177			17,632,031
Commitments and contingencies (Note 12)
Redeemable non-controlling interest		226,881			235,566
Stockholders' equity:
Common stock, $0.01 par value; authorized, 200,000 shares; issued, 111,990 shares and 111,686 shares at March 31, 2015 and December 31, 2014, respectively		1,120			1,117
Additional paid-in capital		2,902,237			2,905,563
Treasury stock, at cost, 49,878 shares and 47,874 shares at March 31, 2015 and December 31, 2014, respectively		(3,540,689	)		(2,975,795	)
Retained earnings		2,688,313			2,540,948
Accumulated other comprehensive loss		(139,553	)		(75,453	)
Total stockholders' equity		1,911,428			2,396,380
Total liabilities and equity	$	19,052,486		$	20,263,977

See accompanying notes to unaudited condensed consolidated financial statements.

Index

ALLIANCE DATA SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended March 31,
	2015		2014
	(In thousands, except per share amounts)
Revenues
Transaction	$	93,285	$	83,980
Redemption		308,145		243,690
Finance charges, net		679,462		536,261
Marketing services		471,196		328,469
Other revenue		49,069		40,500
Total revenue		1,601,157		1,232,900
Operating expenses
Cost of operations (exclusive of depreciation and amortization disclosed separately below)		989,863		772,426
Provision for loan loss		134,929		70,582
General and administrative		30,193		34,027
Depreciation and other amortization		33,638		25,512
Amortization of purchased intangibles		87,990		48,561
Total operating expenses		1,276,613		951,108
Operating income		324,544		281,792
Interest expense
Securitization funding costs		23,813		22,911
Interest expense on deposits		11,738		8,234
Interest expense on long-term and other debt, net		42,456		36,602
Total interest expense, net		78,007		67,747
Income before income tax	$	246,537	$	214,045
Provision for income taxes		81,705		78,298
Net income	$	164,832	$	135,747
Less: net income (loss) attributable to non-controlling interest		2,273		(1,648	)
Net income attributable to common stockholders	$	162,559	$	137,395

Net income attributable to common stockholders per share:
Basic	$	2.34	$	2.59
Diluted	$	2.32	$	2.08

Weighted average shares:
Basic		63,080		53,033
Diluted		63,599		66,065

See accompanying notes to unaudited condensed consolidated financial statements.

Index

ALLIANCE DATA SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended March 31,
	2015			2014
	(In thousands)

Net income	$	164,832		$	135,747
Other comprehensive income (loss), net of tax:
Net unrealized gain on securities available-for-sale, net of tax expense of $452 and $402 for the three months ended March 31, 2015 and 2014, respectively		917			485
Net unrealized loss on cash flow hedges, net of tax benefit of $754 for the three months ended March 31, 2015		(2,403	)		—
Foreign currency translation adjustments		(62,614	)		9,333
Other comprehensive (loss) income		(64,100	)		9,818
Total comprehensive income, net of tax	$	100,732		$	145,565
Less: comprehensive income (loss) attributable to non-controlling interest		2,762			(1,583	)
Comprehensive income attributable to common stockholders	$	97,970		$	147,148

See accompanying notes to unaudited condensed consolidated financial statements.

Index

ALLIANCE DATA SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2015			2014
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	164,832		$	135,747
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		121,628			74,073
Deferred income taxes		(1,562	)		25,324
Provision for loan loss		134,929			70,582
Non-cash stock compensation		27,488			15,624
Amortization of discount on debt		212			8,053
Amortization of deferred financing costs		7,797			5,828
Change in deferred revenue		(28,029	)		(27,131	)
Change in contingent consideration		(99,600	)		—
Change in other operating assets and liabilities, net of acquisitions		(98,616	)		37,702
Originations of credit card and loan receivables held for sale		(1,373,241	)		(1,114,635	)
Sales of credit card and loan receivables held for sale		1,343,734			1,114,245
Excess tax benefits from stock-based compensation		(15,007	)		(24,805	)
Other		(9,858	)		12,504
Net cash provided by operating activities		174,707			333,111

CASH FLOWS FROM INVESTING ACTIVITIES:
Change in redemption settlement assets		(12,575	)		(77,765	)
Change in cash collateral, restricted		(2,250	)		—
Change in restricted cash		(658	)		346
Change in credit card and loan receivables		401,735			384,037
Payment for acquired business, net of cash		—			(259,514	)
Capital expenditures		(42,439	)		(43,488	)
Purchases of other investments		(7,767	)		(1,657	)
Maturities/sales of other investments		2,235			1,691
Other		(1,011	)		(4,000	)
Net cash provided by (used in) investing activities		337,270			(350	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under debt agreements		1,001,715			496,822
Repayments of borrowings		(334,410	)		(484,874	)
Proceeds from convertible note hedge counterparties		—			93,380
Settlement of convertible note borrowings		—			(115,053	)
Payment of acquisition-related contingent consideration		(205,928	)		—
Acquisition of non-controlling interest		(87,376	)		—
Issuances of deposits		406,716			341,308
Repayments of deposits		(669,883	)		(483,797	)
Non-recourse borrowings of consolidated securitization entities		305,000			530,000
Repayments/maturities of non-recourse borrowings of consolidated securitization entities		(700,000	)		(950,000	)
Payment of deferred financing costs		(1,381	)		(4,958	)
Excess tax benefits from stock-based compensation		15,007			24,805
Proceeds from issuance of common stock		1,404			4,603
Purchase of treasury shares		(542,594	)		(44,605	)
Other		—			(10	)
Net cash used in financing activities		(811,730	)		(592,379	)

Effect of exchange rate changes on cash and cash equivalents		(17,001	)		(3,562	)
Change in cash and cash equivalents		(316,754	)		(263,180	)
Cash and cash equivalents at beginning of period		1,077,152			969,822
Cash and cash equivalents at end of period	$	760,398		$	706,642

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	70,355		$	40,104
Income taxes paid, net	$	21,689		$	17,459

See accompanying notes to unaudited condensed consolidated financial statements.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Alliance Data Systems Corporation ("ADSC" or, including its consolidated subsidiaries and variable interest entities ("VIEs"), the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015.

The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (1) the reported amounts of assets; (2) liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and (3) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with GAAP.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP, and is effective for interim and annual reporting periods beginning after December 15, 2016. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017. The FASB has also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is evaluating the impact that adoption of ASU 2014-09 will have on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis," which amends the consolidation requirements in Accounting Standards Codification ("ASC") 810, "Consolidation." ASU 2015-02 makes targeted amendments to the current consolidation guidance for variable interest entities, which could change consolidation conclusions. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, with early application permitted. The Company is evaluating the impact that adoption of this standard will have on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015, with early application permitted. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." ASU 2015-05 provides guidance about whether a cloud computing arrangement includes a software license and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

2. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

	Three Months Ended March 31,
	2015			2014
	(In thousands, except per share amounts)
Numerator:
Net income attributable to common stockholders		$	162,559	$	137,395
Less: accretion of redeemable non-controlling interest			15,194		—
Net income attributable to common stockholders after accretion of redeemable non-controlling interest		$	147,365	$	137,395

Denominator:
Weighted average shares, basic			63,080		53,033
Weighted average effect of dilutive securities:
Shares from assumed conversion of convertible senior notes			—		5,734
Shares from assumed exercise of convertible note warrants			—		6,771
Net effect of dilutive stock options and unvested restricted stock			519		527
Denominator for diluted calculations			63,599		66,065

Net income attributable to common stockholders per share:
Basic		$	2.34	$	2.59
Diluted		$	2.32	$	2.08

3. ACQUISITIONS

2014 Acquisitions:

Brand Loyalty Group B.V.

On January 2, 2014, the Company acquired a 60% ownership interest in BrandLoyalty Group B.V. ("BrandLoyalty"), a Netherlands-based, data-driven loyalty marketer. BrandLoyalty designs, organizes, implements and evaluates innovative and tailor-made loyalty programs for food retailers worldwide. The acquisition expands the Company's presence across Europe, Asia and Latin America. The results of BrandLoyalty have been included since the date of acquisition and are reflected in the Company's LoyaltyOne^® segment. The initial cash consideration was approximately $259.5 million in addition to the assumption of debt. The goodwill resulting from the acquisition is not deductible for tax purposes.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

The following table summarizes the final allocation of consideration and the respective fair values of the assets acquired and liabilities assumed in the BrandLoyalty acquisition as of the date of purchase:

	As of January 2, 2014
	(In thousands)
Current assets, net of cash acquired	$	246,769
Deferred tax asset		3,509
Property and equipment		19,719
Other non-current assets		3,994
Intangible assets		423,832
Goodwill		565,015
Total assets acquired		1,262,838

Current liabilities		146,559
Current portion of long-term debt		34,180
Deferred tax liability		105,512
Long-term debt (net of current portion)		126,323
Other liabilities		142
Total liabilities assumed		412,716

Redeemable non-controlling interest		341,907

Net assets acquired	$	508,215

As part of the initial purchase price allocation, the Company recorded a liability for the earn-out provisions included in the BrandLoyalty share purchase agreement of €181.9 million ($248.7 million as of January 2, 2014). The liability was measured at fair value on the date of purchase and subsequent changes in the fair value of the liability were included in operating expenses in the Company's consolidated statements of income. On February 10, 2015, the Company paid €269.9 million ($305.5 million) to settle the contingent liability.

Conversant, Inc.

On December 10, 2014, the Company completed the acquisition of 100% of the common stock of Conversant, Inc. ("Conversant^®"), a digital marketing services company offering unique end-to-end digital marketing solutions that empower clients to more effectively market to their customers across all channels. The results of Conversant have been included since the date of the acquisition and are reflected in the Company's Epsilon^® segment.

The Company paid total consideration of approximately $2.3 billion, with cash consideration of approximately $936.3 million, net of cash acquired and equity consideration of approximately $1.3 billion through the issuance of approximately 4.6 million shares and the exchange of certain restricted stock awards and stock options. The cash and equity consideration paid and issued were determined in accordance with the terms of the merger agreement, with the value based on the volume weighted average price per share of the Company's common stock for the consecutive period of 15 trading days ending on the close of trading on the second trading day immediately preceding the closing of the merger. The goodwill recognized is attributable to expected synergies and an assembled workforce. The goodwill resulting from the acquisition is not deductible for tax purposes.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

In the first quarter of 2015, the Company finalized the purchase price allocation, with no changes from the preliminary purchase price allocation disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The following table summarizes the allocation of the consideration and the respective fair values of the assets acquired and liabilities assumed in the Conversant acquisition as of the date of purchase:

	As of December 10, 2014
	(In thousands)
Current assets, net of cash acquired	$	180,030
Deferred tax asset		11,905
Property and equipment		25,555
Developed technology		182,500
Other non-current assets		1,744
Intangible assets		755,600
Goodwill		1,650,299
Total assets acquired		2,807,633

Current liabilities		177,585
Deferred tax liability		344,081
Other liabilities		26,933
Total liabilities assumed		548,599

Net assets acquired	$	2,259,034

The following table presents the Company's unaudited pro forma consolidated revenue and net income for the three months ended March 31, 2014. The unaudited pro forma results include the historical consolidated statements of income of the Company and Conversant, giving effect to the Conversant acquisition and related financing transactions as if they had occurred on January 1, 2013.

	Three Months Ended March 31, 2014
	(In thousands, except per share amounts)
Total revenue	$	1,378,813
Net income	$	129,861
Net income attributable to common stockholders	$	131,509

Net income attributable to common stockholders per share:
Basic	$	2.28
Diluted	$	1.86

The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Conversant acquisition had been completed as of the date for which the unaudited pro forma financial information is presented. The unaudited pro forma financial information for the three months ended March 31, 2014 includes adjustments that are directly related to the acquisition, factually supportable and expected to have a continuing impact. These adjustments include, but are not limited to, amortization related to fair value adjustments to intangible assets and interest expense on acquisition-related debt.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

4. CREDIT CARD AND LOAN RECEIVABLES

The Company's credit card and loan receivables are the only portfolio segment or class of financing receivables. Quantitative information about the components of credit card and loan receivables is presented in the table below:

	March 31, 2015		December 31, 2014
	(In thousands)
Principal receivables	$	10,246,419	$	10,762,498
Billed and accrued finance charges		401,579		422,838
Other credit card and loan receivables		81,683		58,544
Total credit card and loan receivables		10,729,681		11,243,880
Less credit card receivables – restricted for securitization investors		7,730,899		8,312,291
Other credit card and loan receivables	$	2,998,782	$	2,931,589

Allowance for Loan Loss

The Company maintains an allowance for loan loss at a level that is appropriate to absorb probable losses inherent in credit card and loan receivables. The allowance for loan loss covers forecasted uncollectible principal as well as unpaid interest and fees. The allowance for loan loss is evaluated monthly for appropriateness.

In estimating the allowance for principal loan losses, management utilizes a migration analysis of delinquent and current credit card and loan receivables. Migration analysis is a technique used to estimate the likelihood that a credit card or loan receivable will progress through the various stages of delinquency and to charge-off. The allowance is maintained through an adjustment to the provision for loan loss. Charge-offs of principal amounts, net of recoveries are deducted from the allowance. In estimating the allowance for uncollectible unpaid interest and fees, the Company utilizes historical charge-off trends, analyzing actual charge-offs for the prior three months. The allowance is maintained through an adjustment to finance charges, net. In evaluating the allowance for loan loss for both principal and unpaid interest and fees, management also considers factors that may impact loan loss experience, including seasoning, loan volume and amounts, seasonality, payment rates and forecasting uncertainties.

Net charge-offs include the principal amount of losses from credit cardholders unwilling or unable to pay their account balances, as well as bankrupt and deceased credit cardholders, less recoveries and exclude charged-off interest, fees and fraud losses. Charged‑off interest and fees reduce finance charges, net while fraud losses are recorded as an expense. Credit card and loan receivables, including unpaid interest and fees, are charged-off at the end of the month during which an account becomes 180 days contractually past due, except in the case of customer bankruptcies or death. Credit card and loan receivables, including unpaid interest and fees, associated with customer bankruptcies or death are charged-off at the end of each month subsequent to 60 days after the receipt of notification of the bankruptcy or death, but in any case, not later than the 180-day contractual time frame.

The Company records the actual charge-offs for unpaid interest and fees as a reduction to finance charges, net. For the three months ended March 31, 2015 and 2014, actual charge-offs for unpaid interest and fees were $85.4 million and $75.6 million, respectively.

The following table presents the Company's allowance for loan loss for the periods indicated:

	Three Months Ended March 31,
	2015			2014
	(In thousands)
Balance at beginning of period	$	570,171		$	503,169
Provision for loan loss		134,929			70,582
Change in estimate for uncollectible unpaid interest and fees		1,500			5,500
Recoveries		39,496			38,408
Principal charge-offs		(159,418	)		(135,001	)
Balance at end of period	$	586,678		$	482,658

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Delinquencies

A credit card account is contractually delinquent if the Company does not receive the minimum payment by the specified due date on the cardholder's statement. It is the Company's policy to continue to accrue interest and fee income on all credit card accounts beyond 90 days, except in limited circumstances, until the credit card account balance and all related interest and other fees are paid or charged-off, typically at 180 days delinquent. When an account becomes delinquent, a message is printed on the credit cardholder's billing statement requesting payment. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent. The collection system then recommends a collection strategy for the past due account based on the collection score and account balance and dictates the contact schedule and collections priority for the account. If the Company is unable to make a collection after exhausting all in-house collection efforts, the Company may engage collection agencies and outside attorneys to continue those efforts.

The following table presents the delinquency trends of the Company's credit card and loan receivables portfolio:

	March 31, 2015		% of Total			December 31, 2014		% of Total
			(In thousands, except percentages)
Receivables outstanding – principal	$	10,246,419		100.0	%	$	10,762,498		100.0	%
Principal receivables balances contractually delinquent:
31 to 60 days		131,319		1.3	%		157,760		1.4	%
61 to 90 days		90,874		0.9			93,175		0.9
91 or more days		176,239		1.7			182,945		1.7
Total	$	398,432		3.9	%	$	433,880		4.0	%

Modified Credit Card and Loan Receivables

The Company holds certain credit card and loan receivables for which the terms have been modified. The Company's modified credit card and loan receivables include credit card and loan receivables for which temporary hardship concessions have been granted and credit card and loan receivables in permanent workout programs. These modified credit card and loan receivables include concessions consisting primarily of a reduced minimum payment and an interest rate reduction. The temporary programs' concessions remain in place for a period no longer than twelve months, while the permanent programs remain in place through the payoff of the credit card and loan receivables if the credit cardholder complies with the terms of the program. These concessions do not include the forgiveness of unpaid principal, but may involve the reversal of certain unpaid interest or fee assessments. In the case of the temporary programs, at the end of the concession period, credit card and loan receivable terms revert to standard rates. These arrangements are automatically terminated if the customer fails to make payments in accordance with the terms of the program, at which time their account reverts back to its original terms.

Credit card and loan receivables for which temporary hardship or permanent concessions have been granted are both considered troubled debt restructurings and are collectively evaluated for impairment. Modified credit card and loan receivables are evaluated at their present value with impairment measured as the difference between the credit card and loan receivables balance and the discounted present value of cash flows expected to be collected. Consistent with the Company's measurement of impairment of modified credit card and loan receivables on a pooled basis, the discount rate used for credit card and loan receivables is the average current annual percentage rate the Company applies to non-impaired credit card and loan receivables, which approximates what would have been applied to the pool of modified credit card and loan receivables prior to impairment. In assessing the appropriate allowance for loan loss, these modified credit card and loan receivables are included in the general pool of credit card and loan receivables with the allowance determined under the contingent loss model of ASC 450-20, "Loss Contingencies." If the Company applied accounting under ASC 310-40, "Troubled Debt Restructurings by Creditors," to the modified credit card and loan receivables in these programs, there would not be a material difference in the allowance for loan loss.

The Company had $137.6 million and $134.9 million, respectively, as a recorded investment in impaired credit card and loan receivables with an associated allowance for loan loss of $36.7 million and $35.2 million, respectively, as of March 31, 2015 and December 31, 2014. These modified credit card and loan receivables represented less than 2% of the Company's total credit card and loan receivables as of both March 31, 2015 and December 31, 2014.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

The average recorded investment in impaired credit card receivables was $134.5 million and $116.3 million for the three months ended March 31, 2015 and 2014, respectively.

Interest income on these modified credit card and loan receivables is accounted for in the same manner as other accruing credit card and loan receivables. Cash collections on these modified credit card and loan receivables are allocated according to the same payment hierarchy methodology applied to credit card and loan receivables that are not in such programs. The Company recognized $3.3 million and $3.2 million for the three months ended March 31, 2015 and 2014, respectively, in interest income associated with modified credit card and loan receivables during the period that such credit card and loan receivables were impaired.

The following tables provide information on credit card and loan receivables that are considered troubled debt restructurings as described above, which entered into a modification program during the specified periods:

	Three Months Ended March 31, 2015
	Number of Restructurings		Pre-modification Outstanding Balance		Post-modification Outstanding Balance
	(Dollars in thousands)
Troubled debt restructurings – credit card and loan receivables		39,014	$	42,483	$	42,442


	Three Months Ended March 31, 2014
	Number of Restructurings		Pre-modification Outstanding Balance		Post-modification Outstanding Balance
	(Dollars in thousands)
Troubled debt restructurings – credit card and loan receivables		36,552	$	35,786	$	35,755

The tables below summarize troubled debt restructurings that have defaulted in the specified periods where the default occurred within 12 months of their modification date:

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Age of Credit Card and Loan Receivable Accounts

The following tables set forth, as of March 31, 2015 and 2014, the number of active credit card and loan receivable accounts with balances and the related principal balances outstanding, based upon the age of the active credit card and loan receivable accounts from origination:

	March 31, 2015
Age of Accounts Since Origination	Number of Active Accounts with Balances		Percentage of Active Accounts with Balances			Principal Receivables Outstanding		Percentage of Principal Receivables Outstanding
	(In thousands, except percentages)
0-12 Months		5,563		29.7	%	$	2,635,391		25.7	%
13-24 Months		2,769		14.8			1,542,384		15.0
25-36 Months		1,927		10.3			1,089,567		10.6
37-48 Months		1,378		7.4			815,928		8.0
49-60 Months		1,023		5.5			611,066		6.0
Over 60 Months		6,031		32.3			3,552,083		34.7
Total		18,691		100.0	%	$	10,246,419		100.0	%

	March 31, 2014
Age of Accounts Since Origination	Number of Active Accounts with Balances		Percentage of Active Accounts with Balances			Principal Receivables Outstanding		Percentage of Principal Receivables Outstanding
	(In thousands, except percentages)
0-12 Months		4,467		27.6	%	$	1,895,642		24.7	%
13-24 Months		2,325		14.4			1,049,930		13.7
25-36 Months		1,604		9.9			781,339		10.2
37-48 Months		1,163		7.2			588,152		7.6
49-60 Months		962		5.9			514,670		6.7
Over 60 Months		5,656		35.0			2,844,674		37.1
Total		16,177		100.0	%	$	7,674,407		100.0	%

Credit Quality

The Company uses proprietary scoring models developed specifically for the purpose of monitoring the Company's obligor credit quality. The proprietary scoring models are used as a tool in the underwriting process and for making credit decisions. The proprietary scoring models are based on historical data and require various assumptions about future performance. Information regarding customer performance is factored into these proprietary scoring models to determine the probability of an account becoming 90 or more days past due at any time within the next 12 months. Obligor credit quality is monitored at least monthly during the life of an account. The following table reflects composition of the Company's credit card and loan receivables by obligor credit quality as of March 31, 2015 and 2014:

	March 31, 2015					March 31, 2014
Probability of an Account Becoming 90 or More Days Past Due or Becoming Charged-off (within the next 12 months)	Total Principal Receivables Outstanding		Percentage of Principal Receivables Outstanding			Total Principal Receivables Outstanding		Percentage of Principal Receivables Outstanding
			(In thousands, except percentages)
No Score	$	195,400		1.9	%	$	151,316		2.0	%
27.1% and higher		564,781		5.5			375,904		4.9
17.1% - 27.0%		1,017,823		9.9			714,925		9.3
12.6% - 17.0%		1,178,364		11.5			843,358		11.0
3.7% - 12.5%		4,262,639		41.6			3,117,732		40.6
1.9% - 3.6%		1,939,907		19.0			1,584,841		20.7
Lower than 1.9%		1,087,505		10.6			886,331		11.5
Total	$	10,246,419		100.0	%	$	7,674,407		100.0	%

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Transfer of Financial Assets

The Company originates loans under an agreement with one of its clients, and after origination, these loan receivables are sold to the client at par value plus accrued interest. These transfers qualify for sale treatment as they meet the conditions established in ASC 860-10, "Transfers and Servicing." Following the sale, the client owns the loan receivables, bears the risk of loss in the event of loan defaults and is responsible for all servicing functions related to the loan receivables. The loan receivables originated by the Company that have not yet been sold to the client were $78.4 million and $48.9 million at March 31, 2015 and December 31, 2014, respectively, and are included in credit card and loan receivables held for sale in the Company's unaudited condensed consolidated balance sheets and carried at the lower of cost or fair value. The carrying value of these loan receivables approximates fair value due to the short duration between the date of origination and sale. Originations and sales of these loan receivables held for sale are reflected as operating activities in the Company's unaudited condensed consolidated statements of cash flows.

Upon the client's purchase of the originated loan receivables, the Company is obligated to purchase a participating interest in a pool of loan receivables that includes the loan receivables originated by the Company. Such interest participates on a pro rata basis in the cash flows of the underlying pool of loan receivables, including principal repayments, finance charges, losses and recoveries. The Company bears the risk of loss related to its participation interest in this pool.

During the three months ended March 31, 2015 and 2014, the Company purchased $67.2 million and $54.6 million, respectively, of loan receivables under these agreements. The total outstanding balance of these loan receivables was $165.0 million and $160.6 million as of March 31, 2015 and December 31, 2014, respectively, and was included in other credit card and loan receivables in the Company's unaudited condensed consolidated balance sheets.

Portfolios Held for Sale

The Company has certain credit card portfolios held for sale, which are carried at the lower of cost or fair value, or $65.4 million and $76.2 million as of March 31, 2015 and December 31, 2014, respectively.

Securitized Credit Card Receivables

The Company regularly securitizes its credit card receivables through its credit card securitization trusts, consisting of the World Financial Network Credit Card Master Trust, World Financial Network Credit Card Master Note Trust ("Master Trust I") and World Financial Network Credit Card Master Trust III ("Master Trust III") (collectively, the "WFN Trusts"), and World Financial Capital Credit Card Master Note Trust (the "WFC Trust"). The Company continues to own and service the accounts that generate credit card receivables held by the WFN Trusts and the WFC Trust. In its capacity as a servicer, each of the respective banks earns a fee from the WFN Trusts and the WFC Trust to service and administer the credit card receivables, collect payments and charge-off uncollectible receivables. These fees are eliminated and therefore are not reflected in the Company's unaudited condensed consolidated statements of income for the three months ended March 31, 2015 and 2014.

The WFN Trusts and the WFC Trust are VIEs and the assets of these consolidated VIEs include certain credit card receivables that are restricted to settle the obligations of those entities and are not expected to be available to the Company or its creditors. The liabilities of the consolidated VIEs include non-recourse secured borrowings and other liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

The tables below present quantitative information about the components of total securitized credit card receivables, delinquencies and net charge-offs:

	March 31, 2015		December 31, 2014
	(In thousands)
Total credit card receivables – restricted for securitization investors	$	7,730,899	$	8,312,291
Principal amount of credit card receivables – restricted for securitization investors, 90 days or more past due	$	133,241	$	145,768

	Three Months Ended March 31,
	2015		2014
	(In thousands)
Net charge-offs of securitized principal	$	98,839		$	85,714

5. INVENTORIES

Inventories of $194.9 million and $220.5 million at March 31, 2015 and December 31, 2014, respectively, consist of finished goods primarily to be utilized as rewards in the Company's loyalty programs and are included in other current assets in the Company's unaudited condensed consolidated balance sheets.

Inventories are stated at the lower of cost or market and valued primarily on a first-in-first-out basis. The Company records valuation adjustments to its inventories if the cost of inventory exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future market conditions and an analysis of historical experience.

6. OTHER INVESTMENTS

Other investments consist of restricted cash, marketable securities and U.S. Treasury bonds and are included in other current assets and other assets in the Company's unaudited condensed consolidated balance sheets. The principal components of other investments, which are carried at fair value, are as follows:

	March 31, 2015									December 31, 2014
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(In thousands)
Restricted cash	$	30,033	$	—	$	—		$	30,033	$	22,611	$	—	$	—		$	22,611
Marketable securities		101,209		712		(1,095	)		100,826		95,669		520		(1,322	)		94,867
U.S. Treasury bonds		100,065		804		—			100,869		100,072		66		(33	)		100,105
Total	$	231,307	$	1,516	$	(1,095	)	$	231,728	$	218,352	$	586	$	(1,355	)	$	217,583

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

The following tables show the unrealized losses and fair value for those investments that were in an unrealized loss position as of March 31, 2015 and December 31, 2014, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:

	March 31, 2015
	Less than 12 months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Marketable securities	$	11,267	$	(75	)	$	48,723	$	(1,020	)	$	59,990	$	(1,095	)
Total	$	11,267	$	(75	)	$	48,723	$	(1,020	)	$	59,990	$	(1,095	)

	December 31, 2014
	Less than 12 months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Marketable securities	$	8,757	$	(27	)	$	48,961	$	(1,295	)	$	57,718	$	(1,322	)
U.S. Treasury bonds		75,043		(33	)		—		—			75,043		(33	)
Total	$	83,800	$	(60	)	$	48,961	$	(1,295	)	$	132,761	$	(1,355	)

The amortized cost and estimated fair value of the marketable securities and U.S. Treasury bonds at March 31, 2015 by contractual maturity are as follows:

	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	6,643	$	6,611
Due after one year through five years		100,065		100,869
Due after five years through ten years		5,210		5,410
Due after ten years		89,356		88,805
Total	$	201,274	$	201,695

Market values were determined for each individual security in the investment portfolio. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the security's issuer, and the Company's intent to sell the security and whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. The Company typically invests in highly-rated securities with low probabilities of default and has the intent and ability to hold the investments until maturity. As of March 31, 2015, the Company does not consider the investments to be other-than-temporarily impaired.

There were no realized gains or losses from the sale of investment securities for the three months ended March 31, 2015 and 2014.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

7. REDEMPTION SETTLEMENT ASSETS

Redemption settlement assets consist of cash and cash equivalents and securities available-for-sale and are designated for settling redemptions by collectors of the AIR MILES^® Reward Program in Canada under certain contractual relationships with sponsors of the AIR MILES Reward Program. The principal components of redemption settlement assets, which are carried at fair value, are as follows:

	March 31, 2015								December 31, 2014
	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(In thousands)
Cash and cash equivalents	$	225,682	$	—	$	—	$	225,682	$	237,127	$	—	$	—	$	237,127
Mutual funds		19,717		53		—		19,770		—		—		—		—
Corporate bonds		240,311		3,286		—		243,597		280,053		3,160		—		283,213
Total	$	485,710	$	3,339	$	—	$	489,049	$	517,180	$	3,160	$	—	$	520,340

There were no investments that were in an unrealized loss position at March 31, 2015 and December 31, 2014.

The amortized cost and estimated fair value of the securities at March 31, 2015 by contractual maturity are as follows:

	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	162,813	$	164,204
Due after one year through five years		97,215		99,163
Total	$	260,028	$	263,367

There were no realized gains or losses from the sale of investment securities for the three months ended March 31, 2015 and 2014.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

8. INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

Intangible assets consist of the following:

	March 31, 2015
	Gross Assets		Accumulated Amortization			Net		Amortization Life and Method
	(In thousands)
Finite Lived Assets
Customer contracts and lists	$	1,191,492	$	(236,332	)	$	955,160	4-12 years—straight line
Premium on purchased credit card portfolios		251,447		(87,225	)		164,222	3-10 years—straight line, accelerated
Customer database		210,300		(135,400	)		74,900	3-10 years—straight line
Collector database		55,172		(51,663	)		3,509	30 years—15% declining balance
Publisher networks		140,200		(8,556	)		131,644	5-7 years – straight line
Tradenames		84,175		(32,337	)		51,838	2-15 years—straight line
Purchased data lists		12,284		(6,595	)		5,689	1-5 years—straight line, accelerated
Favorable lease		6,891		(1,044	)		5,847	3-10 years—straight line
Noncompete agreements		1,300		(975	)		325	3 years—straight line
	$	1,953,261	$	(560,127	)	$	1,393,134
Indefinite Lived Assets
Tradenames		12,350		—			12,350	Indefinite life
Total intangible assets	$	1,965,611	$	(560,127	)	$	1,405,484

	December 31, 2014
	Gross Assets		Accumulated Amortization			Net		Amortization Life and Method
	(In thousands)
Finite Lived Assets
Customer contracts and lists	$	1,328,056	$	(295,263	)	$	1,032,793	4-12 years—straight line
Premium on purchased credit card portfolios		289,173		(114,923	)		174,250	3-10 years—straight line, accelerated
Customer database		210,300		(126,157	)		84,143	3-10 years—straight line
Collector database		60,238		(56,239	)		3,999	30 years—15% declining balance
Publisher networks		140,200		(1,662	)		138,538	5-7 years – straight line
Tradenames		86,934		(29,408	)		57,526	2-15 years—straight line
Purchased data lists		12,335		(6,497	)		5,838	1-5 years—straight line, accelerated
Favorable lease		6,891		(767	)		6,124	3-10 years—straight line
Noncompete agreements		1,300		(867	)		433	3 years—straight line
	$	2,135,427	$	(631,783	)	$	1,503,644
Indefinite Lived Assets
Tradenames		12,350		—			12,350	Indefinite life
Total intangible assets	$	2,147,777	$	(631,783	)	$	1,515,994

The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:

	For the Years Ending December 31,
	(In thousands)
2015 (excluding the three months ended March 31, 2015)	$	239,092
2016		296,802
2017		258,009
2018		195,653
2019		161,134
2020 & thereafter		242,444

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows:

	LoyaltyOne			Epsilon			Card Services		Corporate/ Other		Total
	(In thousands)
December 31, 2014	$	713,457		$	2,890,295		$	261,732	$	—	$	3,865,484
Effects of foreign currency translation		(73,521	)		(1,197	)		—		—		(74,718	)
March 31, 2015	$	639,936		$	2,889,098		$	261,732	$	—	$	3,790,766

9. DEBT

Debt consists of the following:

Description		March 31, 2015		December 31, 2014		Maturity	Interest Rate
	(Dollars in thousands)

Long-term and other debt:
2013 credit facility		$	704,000	$	—	July 2018 or December 2019		⁽¹⁾
2013 term loan			2,586,563		2,603,125	July 2018 or December 2019		⁽¹⁾
BrandLoyalty credit facility			77,321		108,789	December 2015		⁽²⁾
Senior notes due 2017			397,544		397,332	December 2017		5.250%
Senior notes due 2020			500,000		500,000	April 2020		6.375%
Senior notes due 2022			600,000		600,000	August 2022		5.375%
Total long-term and other debt			4,865,428		4,209,246
Less: current portion			193,259		208,164
Long-term portion		$	4,672,169	$	4,001,082

Deposits:
Certificates of deposit		$	3,519,218	$	3,934,906	Various – April 2015 – November 2021		0.35% to 3.20%
Money market deposits			991,156		838,635	On demand		⁽³⁾
Total deposits			4,510,374		4,773,541
Less: current portion			2,533,417		2,645,995
Long-term portion		$	1,976,957	$	2,127,546

Non-recourse borrowings of consolidated securitization entities:
Fixed rate asset-backed term note securities		$	3,376,916	$	3,376,916	Various – June 2015 – June 2019		0.61% to 6.75%
Floating rate asset-backed term note securities			450,000		450,000	February 2016		⁽⁴⁾
Conduit asset-backed securities			970,000		1,365,000	Various – September 2015 – May 2016		⁽⁵⁾
Total non-recourse borrowings of consolidated securitization entities			4,796,916		5,191,916
Less: current portion			1,708,750		1,058,750
Long-term portion		$	3,088,166	$	4,133,166

⁽¹⁾	The interest rate is based upon the London Interbank Offered Rate ("LIBOR") plus an applicable margin. At March 31, 2015, the weighted average interest rate was 2.18% for each of the 2013 Credit Facility and 2013 Term Loan.

⁽²⁾	The interest rate is based upon the Euro Interbank Offered Rate plus an applicable margin. At March 31, 2015, the weighted average interest rate was 2.58%.

⁽³⁾	The interest rates are based on the Federal Funds rate. At March 31, 2015, the interest rates ranged from 0.01% to 0.42%.

⁽⁴⁾	The interest rate is based upon LIBOR plus an applicable margin. At March 31, 2015, the interest rate was 0.56%.

⁽⁵⁾	The interest rate is based upon LIBOR or the asset-backed commercial paper costs of each individual conduit provider plus an applicable margin. At March 31, 2015, the interest rates ranged from 1.03% to 1.72%.

At March 31, 2015, the Company was in compliance with its debt covenants.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Long-term and other debt

The Company, as borrower, and ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Data Management, LLC, Comenity LLC, Comenity Servicing LLC and Aspen Marketing Services, LLC, as guarantors, are party to a credit agreement that provides for a $2.65 billion term loan (the "2013 Term Loan") with certain principal repayments and a $1.3 billion revolving line of credit (the "2013 Credit Facility" and together with the 2013 Term Loan, the "2013 Credit Agreement"). Total availability under the 2013 Credit Facility at March 31, 2015 was $596.0 million.

On March 3, 2015, Conversant LLC and Commission Junction, Inc. were added as guarantors for the 2013 Credit Agreement as well as the Senior Notes due 2017, Senior Notes due 2020, and Senior Notes due 2022.

Non-Recourse Borrowings of Consolidated Securitization Entities

Asset-Backed Term Notes

On April 17, 2015, Master Trust I issued $500.0 million of asset-backed term securities, $140.0 million of which will be retained by the Company and eliminated from the Company's unaudited condensed consolidated financial statements. These securities mature in April 2018 and have a variable interest rate equal to LIBOR plus a margin of 0.48%.

Conduit Facilities

The Company has access to committed undrawn capacity through three conduit facilities to support the funding of its credit card receivables through Master Trust I, Master Trust III and the WFC Trust.

As of March 31, 2015, total capacity under the conduit facilities was $1.6 billion, of which $1.0 billion had been drawn and was included in non-recourse borrowings of consolidated securitization entities in the Company's unaudited condensed consolidated balance sheets.

On April 1, 2015, Master Trust I amended its 2009-VFN conduit facility, extending the maturity to March 31, 2017.

On May 1, 2015, Master Trust III renewed its 2009-VFC conduit facility, increasing the capacity to $900.0 million and extending the maturity to May 1, 2017.

10. DERIVATIVE INSTRUMENTS

The Company uses derivatives to manage risks associated with certain assets and liabilities arising from the potential adverse impact of fluctuations in interest rates and foreign currency exchange rates.

The Company is a party to certain interest rate derivative instruments that involve the receipt of variable rate amounts from counterparties in exchange for the Company making fixed rate payments over the life of the agreement without the exchange of the underlying notional amount. These interest rate derivative instruments are not designated as hedges. Such instruments are not speculative and are used to manage interest rate risk, but do not meet the specific hedge accounting requirements of ASC 815, "Derivatives and Hedging."

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

The Company enters into certain foreign currency derivatives to reduce the volatility of the Company's cash flows resulting from changes in foreign currency exchange rates associated with certain inventory transactions, certain of which are designated as cash flow hedges.

The following tables present the fair values of the derivative instruments included within the Company's unaudited condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014:

	March 31, 2015
	Balance Sheet Location	Notional Amount		Maturity	Fair Value
	(In thousands)
Designated as hedging instruments:
Foreign currency exchange hedges	Other current assets	$	62,796	April 2015 to January 2016	$	2,834
Foreign currency exchange hedges	Other current liabilities	$	12,446	April 2015 to September 2015	$	1,691

Not designated as hedging instruments:
Interest rate derivatives	Other current liabilities	$	50,569	December 2015	$	178

	December 31, 2014
	Balance Sheet Location	Notional Amount		Maturity	Fair Value
	(In thousands)
Designated as hedging instruments:
Foreign currency exchange hedges	Other current assets	$	50,908	January 2015 to September 2015	$	3,528

Not designated as hedging instruments:
Foreign currency exchange hedges	Other current assets	$	3,125	January 2015 to March 2015	$	343
Foreign currency exchange forward contract	Other current liabilities	$	236,578	January 2015	$	16,990
Interest rate derivatives	Other current liabilities	$	79,429	December 2015 to August 2016	$	330

Losses of $2.4 million, net of tax, were recognized in other comprehensive income for the quarter ended March 31, 2015 related to foreign currency exchange hedges designated as effective. Changes in the fair value of these hedges, excluding any ineffective portion are recorded in other comprehensive income (loss) until the hedged transactions affect net income. The ineffective portion of these cash flow hedges impacts net income when the ineffectiveness occurs. For the three months ended March 31, 2015, gains of $0.8 million were reclassified from accumulated other comprehensive income into net income (cost of operations) and a de minimus amount of ineffectiveness was recorded. At March 31, 2015, a de minimus amount is expected to be reclassified from accumulated other comprehensive income into net income in the coming 12 months.

The following table summarizes activity related to and identifies the location of the Company's outstanding derivatives not designated as hedging instruments for the three months ended March 31, 2015 and 2014 recognized in the Company's unaudited condensed consolidated statements of income:

	2015				2014
For the three months ended March 31,	Income Statement Location	Gain (Loss) on Derivative Instruments			Income Statement Location	Gain on Derivative Instruments
	(In thousands)
Interest rate derivatives	Interest expense on long-term and other debt, net	$	27		Interest expense on long-term and other debt, net	$	81
Foreign currency exchange forward contract	General and administrative	$	(13,724	)	General and administrative	$	—
Foreign currency exchange hedges	Cost of operations	$	319		Cost of operations	$	—

Gains and losses on derivatives not designated as hedging instruments are included in other operating activities in the unaudited condensed consolidated statements of cash flows for all periods presented.

The Company limits its exposure on derivatives by entering into contracts with institutions that are established dealers who maintain certain minimum credit criteria established by the Company. At March 31, 2015, the Company does not maintain any derivative instruments subject to master agreements that would require the Company to post collateral or that contain any credit-risk related contingent features.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

11. DEFERRED REVENUE

The AIR MILES Reward Program collects fees from its sponsors based on the number of AIR MILES reward miles issued and, in limited circumstances, the number of AIR MILES reward miles redeemed. Because management has determined that the earnings process is not complete at the time an AIR MILES reward mile is issued, the recognition of redemption and service revenue is deferred.

A reconciliation of deferred revenue for the AIR MILES Reward Program is as follows:

	Deferred Revenue
	Service			Redemption			Total
	(In thousands)
December 31, 2014	$	332,368		$	680,809		$	1,013,177
Cash proceeds		47,611			86,940			134,551
Revenue recognized		(46,939	)		(115,741	)		(162,680	)
Other		—			25			25
Effects of foreign currency translation		(27,967	)		(56,533	)		(84,500	)
March 31, 2015	$	305,073		$	595,500		$	900,573
Amounts recognized in the unaudited condensed consolidated balance sheets:
Current liabilities	$	151,392		$	595,500		$	746,892
Non-current liabilities	$	153,681		$	—		$	153,681

12. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory Matters

The Federal Deposit Insurance Corporation ("FDIC") has notified Comenity Bank and Comenity Capital Bank (collectively, the "Banks") that it plans to pursue an enforcement action against them with respect to practices associated with certain of their credit card add-on products. Before the FDIC's review began, the Banks made changes to these add-on products, and they believe their current business practices substantially address the FDIC's concerns. An enforcement action could include civil monetary penalties, damages in the form of restitution and additional business practice changes. The Company is not able to make an estimate of loss with respect to this matter at this time.

13. REDEEMABLE NON-CONTROLLING INTEREST

On January 2, 2014, the Company acquired a 60% ownership interest in BrandLoyalty. Pursuant to the BrandLoyalty share purchase agreement, the Company may acquire the remaining 40% ownership interest in BrandLoyalty over a four-year period from the acquisition date at 10% per year at predetermined valuation multiples. If specified annual earnings targets are met by BrandLoyalty, the Company must acquire the additional 10% ownership interest for the year achieved; otherwise, the sellers have a put option to sell the Company their 10% ownership interest for the respective year.

The specified annual earnings target was met for the year ended December 31, 2014 and the Company acquired an additional 10% ownership interest effective January 1, 2015, increasing its ownership percentage to 70%. The Company paid €77.2 million on February 10, 2015 ($87.4 million) to acquire this additional 10% ownership interest. The remaining 30% interests held by minority interest shareholders are considered redeemable non-controlling interests, as the acquisition of these interests is outside of the Company's control.

As of March 31, 2015, the remaining interests are not redeemable, but are probable to be redeemed. As such, the Company adjusted the carrying amount of the redeemable non-controlling interest to the estimated redemption value assuming the interests were redeemable as of March 31, 2015. The estimated redemption values are based on a formula as prescribed in the BrandLoyalty share purchase agreement.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

A reconciliation of the changes in the redeemable non-controlling interest is as follows:

	Redeemable Non- Controlling Interest
	(In thousands)
Balance at January 2, 2014	$	341,907
Net income attributable to non-controlling interest		9,847
Other comprehensive income attributable to non-controlling interest		1,988
Adjustment to redemption value		14,775
Foreign currency translation adjustments		(39,654	)
Reclassification to accrued expenses		(93,297	)
Balance at December 31, 2014		235,566
Net income attributable to non-controlling interest		2,273
Other comprehensive income attributable to non-controlling interest		489
Adjustment to redemption value		15,194
Foreign currency translation adjustments		(26,641	)
Balance at March 31, 2015	$	226,881

14. STOCKHOLDERS' EQUITY

Stock Repurchase Program

On January 1, 2015, the Company's Board of Directors authorized a stock repurchase program to acquire up to $600.0 million of the Company's outstanding common stock from January 1, 2015 through December 31, 2015, subject to any restrictions pursuant to the terms of the Company's credit agreements, indentures, applicable securities laws or otherwise.

For the three months ended March 31, 2015, the Company acquired a total of 2,003,653 shares of its common stock for $564.9 million, of which $22.3 million had not settled as of March 31, 2015. As of March 31, 2015, the Company had $35.1 million available under the stock repurchase program.

On April 15, 2015, the Company's Board of Directors authorized an increase to the stock repurchase program approved on January 1, 2015 to acquire an additional $400.0 million of the Company's outstanding common stock from January 1, 2015 through December 31, 2015, for a total authorization of $1.0 billion, subject to any restrictions pursuant to the terms of the Company's credit agreements, indentures, applicable securities laws or otherwise.

Stock Compensation Expense

Total stock-based compensation expense recognized in the Company's unaudited condensed consolidated statements of income for the three months ended March 31, 2015 and 2014 is as follows:

	Three Months Ended March 31,
	2015		2014
	(In thousands)
Cost of operations	$	22,102	$	10,982
General and administrative		5,386		4,642
Total	$	27,488	$	15,624

During the three months ended March 31, 2015, the Company awarded 222,605 performance-based restricted stock units with a weighted average grant date fair value per share of $284.23 as determined on the date of grant. The performance restriction on the awards will lapse upon determination by the Board of Directors or the Compensation Committee of the Board of Directors that the Company's earnings before taxes for the period from January 1, 2015 to December 31, 2015 met certain pre-defined vesting criteria that permit a range from 50% to 150% of such performance-based restricted stock units to vest. Upon such determination, the restrictions will lapse with respect to 33% of the award on February 17, 2016, an additional 33% of the award on February 17, 2017 and the final 34% of the award on February 17, 2018, provided that the participant is employed by the Company on each such vesting date.

During the three months ended March 31, 2015, the Company awarded 56,654 service-based restricted stock units with a weighted average grant date fair value per share of $284.31 as determined on the date of grant. Service-based restricted stock units typically vest ratably over three years provided that the participant is employed by the Company on each such vesting date.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

15. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in each component of accumulated other comprehensive income (loss), net of tax effects, are as follows:

Three Months Ended March 31, 2015	Net Unrealized Gains on Securities		Unrealized Gains (Losses) on Cash Flow Hedges			Foreign Currency Translation Adjustments⁽¹⁾			Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance at December 31, 2014	$	2,654	$	2,350		$	(80,457	)	$	(75,453	)
Changes in other comprehensive income (loss) before reclassifications		917		(3,199	)		(62,614	)		(64,896	)
Amounts reclassified from other comprehensive income (loss)		—		796			—			796
Changes in other comprehensive income (loss)		917		(2,403	)		(62,614	)		(64,100	)
Balance as of March 31, 2015	$	3,571	$	(53	)	$	(143,071	)	$	(139,553	)

Three Months Ended March 31, 2014	Net Unrealized Gains on Securities		Unrealized Gains on Cash Flow Hedges		Foreign Currency Translation Adjustments⁽¹⁾			Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance as of December 31, 2013	$	4,189	$	—	$	(22,416	)	$	(18,227	)
Changes in other comprehensive income (loss)		485		—		9,333			9,818
Balance as of March 31, 2014	$	4,674	$	—	$	(13,083	)	$	(8,409	)

⁽¹⁾	Primarily related to the impact of changes in the Canadian dollar and Euro foreign currency exchange rates.

There were no reclassifications out of accumulated other comprehensive income (loss) into net income for the three months ended March 31, 2014.

16. FINANCIAL INSTRUMENTS

In accordance with ASC 825, "Financial Instruments," the Company is required to disclose the fair value of financial instruments for which it is practical to estimate fair value. To obtain fair values, observable market prices are used if available. In some instances, observable market prices are not readily available and fair value is determined using present value or other techniques appropriate for a particular financial instrument. These techniques involve judgment and as a result are not necessarily indicative of the amounts the Company would realize in a current market exchange. The use of different assumptions or estimation techniques may have a material effect on the estimated fair value amounts.

Index

ALLIANCE DATA SYSTEMS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

Fair Value of Financial Instruments — The estimated fair values of the Company's financial instruments are as follows:

March 31, 2015

December 31, 2014

Carrying

Amount

Fair

Value