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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

or

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

Commission file number 001-15749

BREAD FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Graphic

Delaware

31-1429215

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

3095 Loyalty Circle

43219

Columbus, Ohio

(Zip Code)

(Address of principal executive offices)

(614) 729-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

BFH

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

As of July 22, 2022, 49,845,663 shares of common stock were outstanding.

BREAD FINANCIAL HOLDINGS, INC.

INDEX

Page Number

    

Part I: FINANCIAL INFORMATION

    

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021

16

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021

17

Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021

18

Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021

19

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021

21

Notes to Condensed Consolidated Financial Statements

22

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

1

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

41

Item 4.

Controls and Procedures

41

Part II: OTHER INFORMATION

Item 1.

Legal Proceedings

42

Item 1A.

Risk Factors

42

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

42

Item 3.

Defaults Upon Senior Securities

42

Item 4.

Mine Safety Disclosures

42

Item 5.

Other Information

42

Item 6.

Exhibits

43

SIGNATURES

45

PART 1: FINANCIAL INFORMATION

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes thereto presented in this quarterly report and the audited Consolidated Financial Statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the SEC) on February 25, 2022 (the 2021 Form 10-K). Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this quarterly report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those set forth in the Risk Factors section in our 2021 Form 10-K, and in subsequent filings we make with the SEC.

OVERVIEW

We are a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. We create opportunities for our customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, we deliver growth for our partners through a comprehensive product suite, including private label and co-brand credit cards, installment lending and buy now, pay later (split-pay). We also offer direct-to-consumer solutions that give customers more access, choice and freedom through our branded Bread CashbackTM American Express® Credit Card and Bread SavingsTM products.

Effective March 23, 2022, Alliance Data Systems Corporation was renamed Bread Financial Holdings, Inc., and on April 4, 2022, our ticker changed from “ADS” to “BFH” on the New York Stock Exchange (NYSE). Neither the name change nor the NYSE ticker change affected our legal entity structure, nor did either change have an impact on our financial statements. On November 5, 2021, our LoyaltyOne segment was spun off into an independent public company Loyalty Ventures Inc. (traded on The Nasdaq Stock Market LLC under the ticker “LYLT”) and therefore is reflected herein as Discontinued Operations.

Throughout this report, unless stated or the context implies otherwise, the terms “Bread Financial,” the “Company,” “we,” “our” or “us” refer to Bread Financial Holdings, Inc. and its subsidiaries on a consolidated basis. References to “Parent Company” refer to Bread Financial Holdings, Inc. on a parent-only standalone basis. In addition, in this report, we may refer to the retailers and other companies with whom we do business as our “partners” or “clients”; provided that the use of the term “partner”, “partnering” or any similar term does not mean or imply a formal legal partnership, and is not meant in any way to alter the terms of Bread Financial’s relationship with any third parties. Bread Financial is also used in this report to include references to transactions and arrangements occurring prior to the name change.

NON-GAAP FINANCIAL MEASURES

We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (GAAP). However, certain information included within this Form 10-Q constitutes non-GAAP financial measures. Our calculations of non-GAAP financial measures may differ from the calculations of similarly titled measures by other companies. In particular, Pretax pre-provision earnings (PPNR) is calculated by increasing/decreasing Income from continuing operations before income taxes by the net provision/release in Provision for credit losses. We use PPNR as a metric to evaluate our results of operations before income taxes, excluding the volatility that can occur within Provision for credit losses. Tangible common equity over Tangible assets (TCE/TA) represents Total stockholders’ equity reduced by Goodwill and intangible assets, net, (TCE) divided by Tangible assets (TA), which is Total assets reduced by Goodwill and intangible assets, net. We use TCE/TA as a metric to evaluate the Company’s capital adequacy and estimate its ability to cover potential losses. Tangible book value per common share represents TCE divided by shares outstanding. We use Tangible book value per common share as a metric to estimate the Company’s potential value in relation to tangible assets per share. We believe the use of these non-GAAP financial measures provides additional clarity in understanding our results of operations and trends. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, please see the financial tables and information that follows.

1

BUSINESS ENVIRONMENT

This Business Environment section provides an overview of our results of operations and financial position for the second quarter of 2022, as well as our related outlook for the remainder of 2022 and certain of the uncertainties associated with achieving that outlook. This section should be read in conjunction with the other information included or incorporated by reference in this Form 10-Q, including “Consolidated Results of Operations,” “Risk Factors” included in our most recent Annual Report on Form 10-K and in subsequent filings we make with the SEC and “Cautionary Note Regarding Forward-Looking Statements”, which provides further discussion of variances in our results of operations over the periods of comparison, along with other factors that could impact future results and the Company achieving its outlook. Unless otherwise specified, the commentary herein is for the three months ended June 30, 2022 compared with the same period in the prior year.

For the quarter ended June 30, 2022, Credit sales increased from the prior year period as consumer spending remained strong. Net interest income for the quarter increased 20% year-over-year and Interchange revenue, net of retailer share arrangements increased in correlation with Credit sales, while Other non-interest income decreased due to a write-down of our equity method investment in Loyalty Ventures Inc. We continue to be vigilant in monitoring macroeconomic conditions and the impact on consumers and our brand partners, with the increasing probability of a recession due to these macroeconomic and other conditions, including persistently high inflation and the ongoing effects of the global COVID-19 pandemic, all of which remain difficult to predict and therefore could have an impact on our outlook throughout the remainder of 2022. We anticipate Total net interest and non-interest income growth will be aligned with growth in average Total credit card and other loans, with potential upside from an improved full year net interest margin. We expect ongoing interest rate increases by the Board of Governors of the Federal Reserve System (the Federal Reserve) throughout the remainder of 2022; our models indicate these increases would result in a nominal benefit to Net interest income, which is included in our 2022 outlook.

Second quarter 2022 average Total credit card and other loans of $17.0 billion were up 11% from the prior year period, with the end-of-period balance being up 13%. Our outlook for growth in average Total credit card and other loans in 2022, which is based on our new and renewed business announcements including our agreement to acquire AAA’s existing credit card portfolio in the fourth quarter, visibility into our pipeline and the current economic outlook, is in the low-double-digit range relative to 2021. Payment rate variability is a key determinant for achieving this full year growth in average Credit card and other loans in 2022, relative to 2021. We expect the sale of the BJ’s Wholesale Club (BJ’s) portfolio to occur in the middle of the first quarter of 2023. For the second quarter of 2022, BJ’s branded co-brand accounts generated approximately 9% of Total net interest and non-interest income. As of June 30, 2022, BJ’s branded co-brand accounts were responsible for approximately 12% of Total credit card and other loans.

Provision for credit losses increased relative to the second quarter of 2021 due primarily to a large reserve release from the Allowance for credit losses in the prior year period associated with the improved macroeconomic outlook. The increase is also driven by an increase in Credit card and other loans, as well as from economic scenario weightings in our credit reserve modeling reflecting the increasing probability of a recession and other macroeconomic factors including the increasing interest rate environment and persistent inflation. Our Allowance for credit losses increased compared to year-end 2021, with a reserve rate of 11.2% in the second quarter of 2022 and 10.5% at year-end 2021. Notwithstanding the foregoing, our credit metrics continue to remain strong, with our delinquency and net loss rates remaining below the historical averages with a delinquency rate of 4.4% and a net loss rate of 5.6% for the second quarter of 2022. We believe these low rates are the result of our disciplined, proactive risk management, and strong consumer payment behavior. Our outlook assumes a normalization of consumer payment behavior throughout the remainder of 2022, and we continue to expect a net loss rate in the low-to-mid 5% range for 2022 as credit metrics normalize from historically low rates due to the expiration of federal stimulus and assistance programs.

With regard to our expenses, Total non-interest expenses for the second quarter of 2022 were up 12% from the prior year period, due primarily to increased marketing expenses, employee compensation and benefit costs and overall technology modernization expenses. As a result of ongoing investment in technology modernization, digital advancement, marketing, and product innovation, along with strong portfolio growth, we continue to anticipate Total non-interest expenses will increase in 2022. The pace and timing of our investments will be calibrated to align with our full year revenue growth outlook, including our planned incremental investment of more than $125 million in digital and product innovation, marketing, brand and technology enhancements during 2022.

2

Overall, our results for the second quarter of 2022 demonstrated the benefits of the strategic actions we have implemented over the last few years, and our business transformation efforts continue to enable sustainable, profitable growth.

CONSOLIDATED RESULTS OF OPERATIONS

The following provides commentary on the variances in our results of operations for the three and six months ended June 30, 2022, compared with the same periods in the prior year, as presented in the accompanying tables. These discussions should be read in conjunction with the discussion under “Business Environment,” above.

Table 1: Summary of Our Financial Performance

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2022

    

2021

    

$
Change

    

%
Change

    

2022

    

2021

    

$
Change

    

%
Change

(Millions, except per share amounts and percentages)

Total net interest and non-interest income

$

893

$

764

129

17

$

1,814

$

1,566

248

16

Provision for credit losses

404

(14)

418

*

598

19

579

*

Total non-interest expenses

473

424

49

12

897

826

71

9

Income from continuing operations before income taxes

16

354

(338)

(95)

319

721

(402)

(56)

Provision for income taxes

4

91

(87)

(96)

95

190

(95)

(50)

Income from continuing operations

12

263

(251)

(95)

224

531

(307)

(58)

(Loss) income from discontinued operations, net of taxes

11

(11)

*

(1)

29

(30)

*

Net income

12

274

(262)

(95)

223

560

(337)

(60)

Net income per diluted share

$

0.25

$

5.47

(5.22)

(95)

$

4.46

$

11.21

(6.75)

(60)

Income from continuing operations per diluted share

$

0.25

$

5.25

(5.00)

(95)

$

4.47

$

10.63

(6.16)

(58)

Net interest margin (1)

18.6

%  

17.3

%  

1.3

19.0

%  

17.5

%  

1.5

Return on average equity (2)

2.2

%  

56.4

%  

(54.2)

19.9

%  

61.0

%  

(41.1)

Effective income tax rate - continuing operations

22.7

%  

25.7

%  

(3.0)

29.9

%  

26.3

%  

3.6

(1) Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin.
(2) Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity.

* Not meaningful

3

Table 2: Summary of Total Net Interest and Non-interest Income, After Provision for Credit Losses

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2022

    

2021

    

$ Change

    

% Change

    

2022

    

2021

    

$ Change

    

% Change

(Millions, except percentages)

Interest income

Interest and fees on loans

$

1,064

$

913

151

17

$

2,130

$

1,854

276

15

Interest on cash and investment securities

9

2

7

401

11

3

8

230

Total interest income

1,073

915

158

17

2,141

1,857

284

15

Interest expense

Interest on deposits

41

43

(2)

(4)

76

90

(14)

(17)

Interest on borrowings

54

57

(3)

(6)

98

117

(19)

(16)

Total interest expense

95

100

(5)

(5)

174

207

(33)

(16)

Net interest income

978

815

163

20

1,967

1,650

317

19

Non-interest income

Interchange revenue, net of retailer share arrangements

(102)

(85)

(17)

19

(198)

(153)

(45)

29

Other

17

34

(17)

(49)

45

69

(24)

(35)

Total non-interest income

(85)

(51)

(34)

65

(153)

(84)

(69)

82

Total net interest and non-interest income

893

764

129

17

1,814

1,566

248

16

Provision for credit losses

404

(14)

418

*

598

19

579

*

Total net interest and non-interest income, after provision for credit losses

$

489

$

778

(289)

(37)

$

1,216

$

1,547

(331)

(21)

* Not meaningful

Total Net Interest and Non-interest Income, After Provision for Credit Losses

Three and six months ended June 30, 2022, compared with the same periods in the prior year:

Interest income: Total interest income increased in the three and six months ended June 30, 2022, primarily resulting from Interest and fees on loans. The increase in each period, relative to the prior year, was due to increases in average credit card and other loans driven by new originations, and increases in finance charge yields of approximately 114 and 145 basis points for the three and six months periods, respectively, increasing revenue by $48 million and $122 million over the prior year periods of comparison, respectively.

Interest expense: Total interest expense decreased in the three and six months ended June 30, 2022, due to the following:

Interest on deposits decreased due to lower average interest rates resulting from the mix of deposits outstanding, which decreased interest expense by approximately $6 million and $21 million for the three and six month periods, respectively; partially offset by higher average balances outstanding.
Interest on borrowings decreased due primarily to a $3 million and $17 million decrease related to secured borrowings resulting from lower average interest rates for both the three and six month periods.

Non-interest income: Total non-interest income decreased for the three and six months ended June 30, 2022, due to the following:

Interchange revenue, net of retailer share arrangements increased for the three and six month periods, respectively, due to increased sales and new retailer share arrangements, resulting in increased interchange revenue, which was more than offset by increases in our brand partners’ share of the economics under the new retailer share arrangements.
Other decreased due to the write-down of our equity method investment in Loyalty Ventures Inc. of $21 million and $33 million for the three and six month periods, respectively; partially offset by an increase in ancillary

4

revenue, in particular revenue from payment protection products, of $6 million and $9 million over these same periods of comparison, respectively.

Provision for credit losses: Provision for credit losses increased in the three and six months ended June 30, 2022, driven by reserve releases of $208 million and $373 million, respectively, from the Allowance for credit losses in the prior year periods associated with an improving macroeconomic outlook at such times and lower volumes of Credit card and other loans relative to the current year periods, as well as a reserve build of $166 million in the second quarter 2022, driven by a 6% higher end-of period loan balance and a higher reserve rate due to economic scenario weightings reflecting the increasing probability of a recession and other macroeconomic factors, including the increasing interest rate environment and persistent inflation.

Table 3: Summary of Total Non-interest Expenses

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2022

    

2021

    

$ Change

    

% Change

    

2022

    

2021

    

$ Change

    

% Change

(Millions, except percentages)

Non-interest expenses

Employee compensation and benefits

$

191

$

162

29

18

$

370

$

320

50

16

Card and processing expenses

84

83

1

1

166

161

5

3

Information processing and communication

61

55

6

11

117

106

11

10

Marketing expenses

50

35

15

41

80

77

3

4

Depreciation and amortization

30

22

8

36

51

47

4

8

Other

57

67

(10)

(15)

113

115

(2)

Total non-interest expenses

$

473

$

424

49

12

$

897

$

826

71

9

Total Non-interest Expenses

Three and six months ended June 30, 2022, compared with the same periods in the prior year:

Non-interest expenses: Total non-interest expenses increased in the three and six months ended June 30, 2022, due to the following:

Employee compensation and benefits increased due to increased salaries, contract labor, which itself was driven by continued digital and technology modernization-related hiring, and incentive compensation, as well as higher volume-related staffing levels.
Information processing and communication increased due to an increase in data processing expense driven by the Fiserv core processing platform migration.
Marketing expenses increased due to increased spending associated with higher sales and brand partner joint marketing campaigns, as well as on expanding our new brand, products and direct to consumer offerings.
Depreciation and amortization increased due to increased amortization for developed technology associated with the Lon Inc. acquisition, which was completed in December 2020.
Other decreased due to decreased legal and other business activity costs.

Income Taxes

Provision for income taxes decreased in the three and six months ended June 30, 2022, primarily driven by the decrease in Income from continuing operations before income taxes. The effective tax rate was 22.7% and 25.7% for the three months ended June 30, 2022 and 2021, respectively, and 29.9% and 26.3% for the six months ended June 30, 2022 and 2021, respectively. The decrease in the effective tax rate for the three month period primarily related to a discrete benefit in the current period, partially offset by increases in nondeductible items over those in the prior year period. The increase in the effective tax rate for the six month period was primarily driven by the decrease in Income from continuing operations before income taxes and increases in nondeductible items over those in the prior year period.

5

Table 4: Summary Financial Highlights – Continuing Operations

As of or for the Three Months Ended June 30, 

As of or for the Six Months Ended June 30, 

    

2022

    

2021

% Change

    

2022

    

2021

% Change

(Millions, except per share amounts and percentages)

Credit sales

$

8,140

$

7,401

10

$

15,028

$

13,445

12

PPNR (1)

420

340

24

917

740

24

Average credit card and other loans

17,003

15,282

11

16,827

15,533

8

End-of-period credit card and other loans

17,769

15,724

13

17,769

15,724

13

End-of-period direct-to-consumer deposits

4,191

2,398

75

4,191

2,398

75

Return on average assets (2)

0.2

%

4.8

%

(4.6)

2.1

%

4.9

%

(2.8)

Return on average equity (3)

2.2

%

56.4

%

(54.2)

19.9

%

61.0

%

(41.1)

Net interest margin (4)

18.6

%

17.3

%

1.3

19.0

%

17.5

%

1.5

Loan yield (5)

25.0

%

23.9

%

1.1

25.3

%

23.9

%

1.4

Efficiency ratio (6)

52.9

%

55.5

%

(2.6)

49.5

%

52.7

%

(3.2)

Tangible common equity / tangible assets ratio (TCE/TA) (7)

7.5

%

6.4

%

1.1

7.5

%

6.4

%

1.1

Tangible book value per common share (8)

$

31.75

$

27.12

17

$

31.75

$

27.12

17

Cash dividend per common share

$

0.21

$

0.21

$

0.42

$

0.42

Delinquency rate

4.4

%

3.3

%

1.1

4.4

%

3.3

%

1.1

Net loss rate (9)

5.6

%

5.1

%

0.5

5.2

%

5.0

%

0.2

Reserve rate

11.2

%

10.4

%

0.8

11.2

%

10.4

%

0.8

(1) PPNR represents increasing/decreasing Income from continuing operations before income taxes by the net provision/release in Provision for credit losses. See also Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
(2) Return on average assets represents annualized Income from continuing operations divided by average Total assets.
(3) Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity.
(4) Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. See also Table 5: Net Interest Margin.
(5) Loan yield represents annualized Interest and fees on loans divided by Average credit card and other loans.
(6) Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income.
(7) Tangible common equity (TCE) represents Total stockholders’ equity reduced by Goodwill and intangible assets, net. Tangible assets (TA) represents Total assets reduced by Goodwill and intangible assets, net. TCE/TA is a non-GAAP financial measure. See also Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
(8) Tangible book value per common share represents TCE divided by shares outstanding, and is a non-GAAP financial measure. See also Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures.
(9) The three and six months ended June 30, 2022 Net loss rates include 30 basis point and 15 basis point increases, respectively, from the effects of the purchase of previously written-off accounts that were sold to a third-party debt collection agency; this matter remains subject to an ongoing legal dispute with the debt collection agency.

6

Table 5: Net Interest Margin

Three Months Ended June 30, 2022

Three Months Ended June 30, 2021

    

Average Balance

    

Interest Income / Expense

    

Average Yield / Rate

    

Average Balance

    

Interest Income / Expense

    

Average Yield / Rate

(Millions, except percentages)

Cash and investment securities

$

3,975

$

9

0.84

%

$

3,498

$

2

0.19

%

Credit card and other loans

17,003

1,064

25.04

%

15,282

913

23.90

%

Total interest-earning assets

20,978

1,073

20.45

%

18,780

915

19.48

%

Direct-to-consumer (retail) deposits

3,865

10

1.07

%

2,255

5

0.98

%

Wholesale deposits

6,994

31

1.78

%

7,580

38

2.00

%

Interest-bearing deposits

10,859

41

1.53

%

9,835

43

1.76

%

Secured borrowings

5,331

28

2.11

%

4,478

31

2.72

%

Unsecured borrowings

1,978

26

5.15

%

2,805

26

3.74

%

Interest-bearing borrowings

7,309

54

2.93

%

7,283

57

3.11

%

Total interest-bearing liabilities

18,168

95

2.09

%

17,118

100

2.34

%

Net interest income

$

978

$

815

Net interest margin (1)

18.6

%

17.3

%

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

    

Average Balance

    

Interest Income / Expense

    

Average Yield / Rate

    

Average Balance

    

Interest Income / Expense

    

Average Yield / Rate

    

(Millions, except percentages)

Cash and investment securities

$

3,884

$

11

0.56

%

$

3,302

$

3

0.20

%

Credit card and other loans

16,827

2,130

25.32

%

15,533

1,854

23.87

%

Total interest-earning assets

20,711

2,141

20.67

%

18,835

1,857

19.72

%

Direct-to-consumer (retail) deposits

3,572

17

0.94

%

2,070

11

1.08

%

Wholesale deposits

7,258

59

1.62

%

7,811

79

2.03

%

Interest-bearing deposits

10,830

76

1.39

%

9,881

90

1.83

%

Secured borrowings

5,162

48

1.86

%

4,550

64

2.82

%

Unsecured borrowings

1,991

50

5.06

%

2,817

53

3.73

%

Interest-bearing borrowings

7,153

98

2.75

%

7,367

117

3.17

%

Total interest-bearing liabilities

17,983

174

1.93

%

17,248

207

2.40

%

Net interest income

$

1,967

$

1,650

Net interest margin (1)

19.0

%

17.5

%

(1) Net interest margin represents annualized Net interest income divided by average Total interest-earning assets.

7

Table 6: Reconciliation of GAAP to Non-GAAP Financial Measures

As of or for the Three Months Ended June 30, 

As of or for the Six Months Ended June 30, 

    

2022

    

2021

% Change

    

2022

    

2021

% Change

(Millions, except percentages)

Pretax pre-provision earnings (PPNR)

Income from continuing operations before income taxes

$

16

$

354

(95)

$

319

$

721

(56)

Provision for credit losses

404

(14)

*

598

19

*

Pretax pre-provision earnings (PPNR)

$

420

$

340

24

$

917

$

740

24

Tangible common equity (TCE)

Total stockholders' equity

2,275

2,048

11

2,275

2,048

11

Less: Goodwill and intangible assets, net

(694)

(699)

(1)

(694)

(699)

(1)

Tangible common equity (TCE)

$

1,581

$

1,349

17

$

1,581

$

1,349

17

Tangible assets (TA)

Total assets

21,811

21,812

21,811

21,812

Less: Goodwill and intangible assets, net

(694)

(699)

(1)

(694)

(699)

(1)

Tangible assets (TA)

$

21,117

$

21,113

$

21,117

$

21,113

* Not meaningful

ASSET QUALITY

Given the nature of our business, the quality of our assets, in particular our credit card and other loans (primarily installment loans), is a key determinant underlying our ongoing financial performance and overall financial condition. When it comes to our Credit card and other loans portfolio, we closely monitor two metrics – delinquency rates and net principal loss rates – which reflect, among other factors, our underwriting, the inherent credit risk in our portfolio, the success of our collection and recovery efforts, and more broadly, the general macroeconomic conditions.

Delinquencies: An account is contractually delinquent if we do not receive the minimum payment due by the specified due date. Our policy is to continue to accrue interest and fee income on all accounts, except in limited circumstances, until the balance and all related interest and fees are paid or charged-off. After an account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account becoming further delinquent; based upon the level of risk indicated, a collection strategy is deployed. If after exhausting all in-house collection efforts we are unable to collect on the account, we may engage collection agencies or outside attorneys to continue those efforts, or sell the charged-off balances.

The following table presents the delinquency trends on our credit card and other loans portfolio based on the principal balances outstanding as of June 30, 2022 and December 31, 2021:

Table 7: Delinquency Trends on Credit Card and Other Loans

June 30, 

% of

December 31, 

% of

 

    

2022

    

Total

    

2021

    

Total

 

(Millions, except percentages)

 

Credit card and other loans outstanding ─ principal

$

16,825

 

100.0

%  

$

16,590

 

100.0

%

Outstanding balances contractually delinquent

31 to 60 days

$

262

1.6

%  

$

219

 

1.3

%

61 to 90 days

 

169

 

1.0

 

147

 

0.9

91 or more days

 

306

 

1.8

 

281

 

1.7

Total

$

737

 

4.4

%  

$

647

 

3.9

%

8

As part of our collections strategy, we may offer temporary, short term (six-months or less) loan modifications in order to improve the likelihood of collections and meet the needs of our customers. Our modifications for customers who have requested assistance and meet certain qualifying requirements, come in the form of reduced or deferred payment requirements, interest rate reductions and late fee waivers. We do not offer programs involving the forgiveness of principal. These temporary loan modifications may assist in cases where we believe the customer will recover from the short-term hardship and resume scheduled payments. Under these forbearance modification programs, those accounts receiving relief may not advance to the next delinquency cycle, including charge-off, in the same time frame that would have occurred had the relief not been granted. We evaluate our loan modification programs to determine if they represent a more than insignificant delay in payment, in which case they would then be considered a troubled debt restructuring. For additional information, see Note 2, “Credit Card and Other Loans – Modified Credit Card Loans,” to our unaudited Condensed Consolidated Financial Statements.

Net Principal Losses: Our net principal losses include the principal amount of losses that are deemed uncollectible, less recoveries, and exclude charged-off interest, fees and third-party fraud losses (including synthetic fraud). Charged-off interest and fees reduce Interest and fees on loans while third-party fraud losses are recorded in Card and processing expenses. Credit card loans, including unpaid interest and fees, are generally charged-off in the month during which an account becomes 180 days past due. Installment loans, including unpaid interest, are generally charged-off when a loan becomes 120 days past due. However, in the case of a customer bankruptcy or death, credit card and other loans, including unpaid interest and fees, as applicable, are charged-off in each month subsequent to 60 days after receipt of the notification of the bankruptcy or death, but in no case longer than 180 days past due for credit card loans and 120 days past due for installment loans.

The net principal loss rate is calculated by dividing net principal losses for the period by the average credit card and other loans for the same period. Average credit card and other loans represent the average balance of the loans at the beginning and end of each month, averaged over the periods indicated. The following table presents our net principal losses for the periods specified:

Table 8: Net Principal Losses on Credit Card and Other Loans

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

(Millions, except percentages)

Average credit card and other loans

$

17,003

$

15,282

$

16,827

$

15,533

Net principal losses

 

238

 

194

 

438

 

392

Net principal losses as a percentage of average credit card and other loans

 

5.6

%  

 

5.1

%  

 

5.2

%  

 

5.0

%  

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

We maintain a strong focus on liquidity and capital. Our funding, liquidity and capital policies are designed to ensure that our business has the liquidity and capital resources necessary to support our daily operations, our business growth, our credit ratings, and meet our regulatory and policy requirements (including capital and leverage ratio requirements applicable to Comenity Bank and Comenity Capital Bank (collectively referred to herein as the Banks) under Federal Deposit Insurance Corporation (FDIC) regulations) in a cost effective and prudent manner through expected and unexpected market environments.

Our primary sources of liquidity include cash generated from operating activities, our Credit Agreement and issuances of debt securities, our securitization programs and deposits issued by the Banks, in addition to our ongoing efforts to renew and expand our various sources of liquidity.

Our primary uses of liquidity are for ongoing and varied lending operations, scheduled payments of principal and interest on our debt, capital expenditures, including digital and product innovation and technology enhancements, and dividends.

Because of the alternatives available to us as discussed above, we believe our short-term and long-term sources of liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including dividend payments, debt service obligations and repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies. However, the adequacy of our liquidity could be impacted by

9

volatility in the financial and capital markets, limiting our access to or increasing our cost of capital, which could make capital unavailable or unavailable on terms acceptable to us.

Funding Sources

Credit Agreement

As of June 30, 2022, we had $607 million in aggregate principal amount of term loans outstanding under our Credit Agreement, as amended, and a $750 million revolving line of credit under which we had no amounts drawn.

The Credit Agreement includes various restrictive financial and non-financial covenants. If we do not comply with these covenants, the maturity of amounts outstanding under the Credit Agreement may be accelerated and become payable, and the associated commitments may be terminated. As of June 30, 2022, we were in compliance with all financial covenants under the Credit Agreement.

Deposits

We utilize a variety of deposit products to finance our operating activities, including as funding for our non-securitized credit card and other loans, and to fund the securitization enhancement requirements of the Banks. We offer both direct-to-consumer retail deposit products as well as deposits sourced through contractual arrangements with various financial counterparties (often referred to as wholesale deposits). Across both our retail and wholesale deposits, the Banks offer various non-maturity deposit products that are generally redeemable on demand by the customer, and as such have no scheduled maturity date; the Banks also issue certificates of deposit with scheduled maturity dates ranging between July 2022 and June 2027, in denominations of at least $1,000, on which interest is paid either monthly or at maturity.

The following table summarizes our retail and wholesale deposit products by type and associated attributes, as of June 30, 2022 and December 31, 2021, respectively:

Table 9: Deposits

June 30, 

December 31, 

    

2022

    

2021

(Millions, except percentages)

Deposits

Direct-to-consumer (retail)

$

4,191

$

3,180

Wholesale

6,808

7,847

Non-maturity deposit products

Non-maturity deposits

$

6,360

$

5,586

Interest rate range

0.70% – 3.50%

0.05% – 3.50%

Weighted-average interest rate

1.66%

0.68%

Certificates of deposit

Certificates of deposit

$

4,639

$

5,441

Interest rate range

0.25% – 3.75%

0.20% – 3.75%

Weighted-average interest rate

2.27%

1.91%

Securitization Programs and Conduit Facilities

We sell the majority of the credit card loans originated by the Banks to certain of our master trusts (the Trusts). These securitization programs are a principal vehicle through which we finance the Banks’ credit card loans. We use a combination of public term asset-backed notes and private conduit facilities for this purpose. During the six months ended June 30, 2022, $962 million of asset-backed term notes matured and were repaid, of which $43 million were previously retained by us and therefore eliminated from the Consolidated Balance Sheets.

As of June 30, 2022, total capacity under our Conduit Facilities was $5.5 billion, of which $4.8 billion had been drawn and was included in Debt issued by consolidated variable interest entities (VIEs) in the Consolidated Balance Sheet. In

10

April 2022, the World Financial Network Credit Card Master Trust III amended its 2009-VFC conduit facility, increasing the capacity from $225 million to $275 million and extending the maturity to July 2023. In addition, in April 2022, the World Financial Capital Master Note Trust amended its 2009-VFN conduit facility, increasing the capacity from $1.5 billion to $2.5 billion and extending the maturity to July 2023.

As of June 30, 2022, we had approximately $12.4 billion of securitized credit card loans. Securitizations require credit enhancements in the form of cash, spread deposits, additional loans and subordinated classes. The credit enhancement is principally based on the outstanding balances of the series issued by the Trusts and by the performance of the credit card loans in the Trusts.

The following table shows the maturities of borrowing commitments as of June 30, 2022, for the Trusts by year:

Table 10: Borrowing Commitment Maturities

    

2022

    

2023

    

Thereafter

    

Total

(Millions)

Fixed rate asset-backed term note securities

$

653

$

$

$

653

Conduit facilities (1)

 

 

5,525

 

 

5,525

Total (2)

$

653

$

5,525

$

$

6,178

(1) Amount represents borrowing capacity, not outstanding borrowings.
(2) Total amounts do not include $1.8 billion of debt issued by the Trusts, which was retained by us as a credit enhancement and therefore has been eliminated from the Total.

Early amortization events as defined within each asset-backed securitization transaction are generally driven by asset performance. We do not believe it is reasonably likely that an early amortization event will occur due to asset performance. However, if an early amortization event were declared for a Trust, the trustee of that particular trust would retain the interest in the loans along with the excess spread that would otherwise be paid to our Bank subsidiary until the investors were fully repaid. The occurrence of an early amortization event would significantly limit or negate our ability to securitize additional credit card loans.

We have secured and continue to secure the necessary commitments to fund our credit card and other loans. However, certain of these commitments are short-term in nature and subject to renewal. There is no guarantee that these funding sources, when they mature, will be renewed on similar terms, or at all, as they are dependent on the availability of the asset-backed securitization and deposit markets at the time.

Regulation RR (Credit Risk Retention) adopted by the FDIC, the SEC, the Federal Reserve and certain other federal regulators mandates a minimum five percent risk retention requirement for securitizations. Such risk retention requirements may limit our liquidity by restricting the amount of asset-backed securities we are able to issue or affecting the timing of future issuances of asset-backed securities. We satisfy such risk retention requirements by maintaining a seller’s interest calculated in accordance with Regulation RR.

Stock Repurchase Programs

On February 28, 2022, the Company’s Board of Directors approved a stock repurchase program to acquire up to 200,000 shares of the Company’s outstanding common stock in the open market during the one-year period ending on February 28, 2023. As of June 30, 2022, the Company had repurchased all 200,000 shares of its common stock available under this program for an aggregate of $12 million. Following their repurchase, these 200,000 shares ceased to be outstanding shares of common stock and are now treated as authorized but unissued shares of common stock.

Dividends

During the three and six months ended June 30, 2022, we paid $11 million and $22 million, respectively, in dividends to our shareholders of common stock. On July 28, 2022, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our common stock, payable on September 16, 2022, to stockholders of record at the close of business on August 12, 2022.

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Contractual Obligations

In the normal course of business, we enter into various contractual obligations that may require future cash payments, the vast majority of which relate to deposits, debt issued by consolidated VIEs, long-term and other debt, and operating leases.

We believe that we will have access to sufficient resources to meet these commitments.

Cash Flows

The table below summarizes our cash flow activity, followed by a discussion of the variance drivers impacting our Operating, Investing and Financing activities, for the six months ended June 30, 2022 compared with the same period in the prior year.

Table 11: Cash Flows

Six Months Ended June 30, 

    

2022

    

2021

    

(Millions)

Total cash provided by (used in)

Operating activities

$

743

$

733

Investing activities

 

(897)

 

535

Financing activities

 

(72)

 

(1,365)

Effect of foreign currency exchange rates

 

 

1

Net decrease in cash, cash equivalents and restricted cash

$

(226)

$

(96)

Cash Flows from Operating Activities primarily include net income adjusted for (i) non-cash items included in net income, such as provision for credit losses, depreciation and amortization, deferred taxes and other non-cash items, and (ii) changes in the balances of operating assets and liabilities, which can fluctuate in the normal course of business due to the amount and timing of payments. We generated cash flows from operating activities of $743 million and $733 million for the six months ended June 30, 2022 and 2021, respectively. In the first half of 2022, the net cash provided by operating activities was primarily driven by cash generated from net income for the period after adjusting for the provision for credit losses, partially offset by a decrease in accounts payable and other liabilities. In the first half of 2021, the net cash provided by operating activities was primarily driven by cash generated from net income.

Cash Flows from Investing Activities primarily include changes in credit card and other loans. Cash used in investing activities was $897 million for the six months ended June 30, 2022, and cash provided by investing activities was $535 million for the six months ended June 30, 2021. In the first half of 2022, the net cash used in investing activities was primarily due to growth in credit sales and the consequential growth in Credit card and other loans, as well as the acquisition of a credit card loan portfolio. In the first half of 2021, the net cash provided by investing activities was due to an increase in payment rates that benefitted from government economic stimulus programs.

Cash Flows from Financing Activities primarily include changes in deposits and long-term debt. Cash used in financing activities was $72 million and $1,365 million for the six months ended June 30, 2022 and 2021, respectively. In the first half of 2022, the net cash used in financing activities was primarily driven by repayments of unsecured borrowings. In the first half of 2021, the net cash used in financing activities was driven by net repayments of asset-backed term notes (securitizations), partially offset by net increases in deposits.

INFLATION AND SEASONALITY

Although we cannot precisely determine the impact of inflation on our operations, we do not believe, at this time, that we have been significantly affected by inflation. For the most part we have relied on operating efficiencies from scale, technology and expansion in lower cost jurisdictions in select circumstances, as well as decreases in technology and communication costs, to offset increased costs of employee compensation and other operating expenses. We also recognize that a customer’s ability and willingness to repay us can be negatively impacted by factors such as inflation, which may result in greater delinquencies that lead to greater credit losses. If the efforts to control inflation in the U.S. and globally are not successful and inflationary pressures persist, they could magnify the slowdown in the domestic and global economies and increase the risk of a recession, which may adversely impact our business, results of operations

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and financial condition. See Item 1A “Risk Factors” in our 2021 Form 10-K and other filings with the SEC for further information on the risks of inflation on our Company.

With respect to seasonality, our revenues, earnings and cash flows are affected by increased consumer spending patterns leading up to and including the holiday shopping period in the fourth quarter and, to a lesser extent, during the first quarter as credit card and other loans are paid down.

LEGISLATIVE AND REGULATORY MATTERS

Comenity Bank is subject to various regulatory capital requirements administered by the State of Delaware and the FDIC. Comenity Capital Bank is also subject to various regulatory capital requirements administered by the FDIC, as well as the State of Utah. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by our regulators. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both Banks must meet specific capital guidelines that involve quantitative measures of their assets and liabilities as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by these regulators about components, risk weightings and other factors. In addition, both Banks are limited in the amounts they can pay as dividends to the Parent Company. For additional information about legislative and regulatory matters impacting us see “Business–Supervision and Regulation” under Part I of our 2021 Form 10-K.

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Quantitative measures, established by regulations to ensure capital adequacy, require the Banks to maintain minimum amounts and ratios of Tier 1 capital to average assets, and Common equity Tier 1, Tier 1 capital and Total capital, all to risk weighted assets. Failure to meet these minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by the Banks’ regulators that if undertaken, could have a direct material effect on Comenity Bank’s and/or Comenity Capital Bank’s operating activities, as well as our operating activities. Based on these regulations, as of June 30, 2022 and 2021, each Bank met all capital requirements to which it was subject, and maintained capital ratios in excess of the minimums required to qualify as well capitalized. The Banks are considered well capitalized and seek to maintain capital levels and ratios in excess of the minimum regulatory requirements inclusive of the 2.5% Capital Conservation Buffer. The actual capital ratios and minimum ratios for each Bank, as well as the Combined Banks, as of June 30, 2022, are as follows:

Table 12: Capital Ratios