UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934
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Alliance Data Systems Corporation
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May 15, 2015

VIA EMAIL

Institutional Shareholder Services
US Research Team

Re:            Alliance Data Systems Corporation (NYSE: ADS)
Proxy Statement for 2015 Annual Meeting of Stockholders to be held June 3, 2015

Please be advised that as of May 15, 2015, Alliance Data Systems Corporation (the "Company") had 62,048,642 shares of common stock outstanding.  As of May 15, 2015, as a result of grants made under all of our equity plans, there were outstanding 112,940 vested but unexercised options to purchase our common stock at a weighted average exercise price of $48.56 per share with a weighted average remaining term of 2.0 years; 2,296 unvested options to purchase our common stock at a weighted average exercise price of $30.46 per share with a weighted average remaining term of 7.2 years; 321,516 unvested time-based restricted stock units; and 470,0091 unvested performance-based restricted stock units.  As of May 15, 2015, there were 1,202,690 shares of common stock remaining available for future issuance under our 2010 Omnibus Incentive Plan.2

Plan Category
  
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
 Warrants and Rights
    
Weighted Average
Exercise Price of
Outstanding Options,
 Warrants and Rights
    
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the First
 Column)
  
Equity compensation plans approved by security holders
    
115,236
    
$
48.20
      
1,644,017
 (a)
Equity compensation plans not approved by security holders
  
None
      
N/A
 
  
None
  
Total  
    
115,236
    
$
48.20
      
1,644,017
  
(a) Includes 441,327 shares available for future issuance under the Amended and Restated Employee Stock Purchase Plan.
 

 

1 Of this 470,009 unvested performance-based restricted stock units, 218,414 are unearned because the performance period extends from January 1, 2015 through December 31, 2015.

2 In clarification of the information previously included in our 2015 Proxy Statement, the Company commits to grant awards representing no greater than 10,000 shares pursuant to the 2010 Omnibus Incentive Plan between the date of this filing and the termination of the 2010 Omnibus Incentive Plan on June 30, 2015.
 
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