1101215--2/28/2008--ALLIANCE_DATA_SYSTEMS

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{regulation, government, change}

{loss, insurance, financial}

{system, service, information}

{product, market, service}

{customer, product, revenue}

{tax, income, asset}

{acquisition, growth, future}

{operation, international, foreign}

{operation, natural, condition}

{property, intellectual, protect}

{stock, price, share}

{stock, price, operating}

{provision, law, control}

{competitive, industry, competition}

Risks Related to Our Company We cannot give any assurance that the Merger will be consummated. Delaware law and our charter documents could prevent a change of control that might be beneficial to you. Future sales of our common stock, or the perception that future sales could occur, may adversely affect our common stock price. A limited number of stockholders report ownership of a significant amount of our common stock. These stockholders may have interests that conflict with yours and, if they were to act together, may be able to control the election of directors and the approval of significant corporate transactions, including a change in control. Risks Related to General Business Operations Our 10 largest clients represented 40.7% of our consolidated revenue in 2007, and the loss of any of these clients could cause a significant drop in our revenue. Competition in our industries is intense and we expect it to intensify. The markets for the services that we offer may fail to expand or may contract and this could negatively impact our growth and profitability. If we fail to identify suitable acquisition candidates, or to integrate the businesses we acquire, it could negatively affect our business. Failure to safeguard our databases and consumer privacy could affect our reputation among our clients and their customers, and may expose us to legal claims. As a result of our significant Canadian operations, our reported financial information will be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. The hedging activity related to our securitization trusts and our floating rate indebtedness subjects us to off-balance sheet counterparty risks relating to the creditworthiness of the commercial banks with whom we enter into hedging transactions. Our failure to protect our intellectual property rights may harm our competitive position, and litigation to protect our intellectual property rights or defend against third party allegations of infringement may be costly. Loss of data center capacity, interruption of telecommunication links, computer viruses or inability to utilize proprietary software of third party vendors could affect our ability to timely meet the needs of our clients and their customers. If we are required to pay state taxes on transaction processing, it could negatively impact our profitability. We rely on third party vendors to provide products and services. Our profitability could be adversely impacted if they fail to fulfill their obligations. Risks Particular to Marketing Services If actual redemptions by AIR MILES Reward Program collectors are greater than expected, or if the costs related to redemption of AIR MILES reward miles increase, our profitability could be adversely affected. The loss of our most active AIR MILES Reward Program collectors could negatively affect our growth and profitability. Airline or travel industry disruptions, such as an airline insolvency, could negatively affect the AIR MILES Reward Program, our revenues and profitability. Legislation relating to consumer privacy may affect our ability to collect data that we use in providing our marketing services, which, among other things, could negatively affect our ability to satisfy our clients needs. Risks Particular to Credit Services If we are unable to securitize our credit card receivables due to changes in the market, the unavailability of credit enhancements, an early amortization event or for other reasons, we would not be able to fund new credit card receivables, which would have a negative impact on our operations and earnings. Increases in net charge-offs beyond our current estimates could have a negative impact on our operating income and profitability. Changes in the amount of payments and defaults by cardholders on credit card balances may cause a decrease in the estimated value of interest-only strips. Interest rate increases could significantly reduce the amount we realize from the spread between the yield on our assets and our cost of funding. We expect growth in our credit services segment to result from new and acquired credit card programs whose credit card receivable performance could result in increased portfolio losses and negatively impact our net retained interests in receivables securitized. Current and proposed regulation and legislation relating to our credit services could limit our business activities, product offerings and fees charged. If our bank subsidiaries fail to meet certain criteria, we may become subject to regulation under the Bank Holding Company Act, which would force us to cease all of our non-banking activities and thus cause a drastic reduction in our profits and revenue. If our industrial bank fails to meet the requirements of the FDIC or State of Utah, we may be subject to termination of our industrial bank. Risks Particular to Transaction Services In 2007, our Transaction Services segment derived approximately 47.4% of its revenue from servicing cardholder accounts for the Credit Services segment. If the Credit Services segment suffered a significant client loss, our revenue and profitability attributable to the Transaction Services segment could be materially and adversely affected.

Full 10-K form ▸

1101215--2/28/2008--ALLIANCE_DATA_SYSTEMS_CORP