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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
April 24, 2025
Image_0.jpg
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-15749 31-1429215
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3095 LOYALTY CIRCLE
COLUMBUS, Ohio 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)☐
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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 NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.    [  ]




Item 2.02 Results of Operations and Financial Condition.

On April 24, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the first quarter ended March 31, 2025 (the “Q1 2025 Earnings Release”). A copy of the Q1 2025 Earnings Release is furnished as Exhibit 99.1 hereto.


Item 7.01 Regulation FD Disclosure.

In connection with the Q1 2025 Earnings Release, on April 24, 2025, the Company made available an investor presentation that may be used by the Company’s senior management during meetings and calls with analysts, investors and other market participants, a copy of which is furnished as Exhibit 99.2 hereto and is posted on the Company’s website at www.breadfinancial.com on the “Investors” page under “Events & Presentations.” Information on the Company’s website does not constitute a part of this Current Report on Form 8-K.


Item 8.01 Other Events.

On April 24, 2025, the Company issued a press release announcing that the Board of Directors of the Company has declared a quarterly cash dividend of $0.21 per share of common stock, payable on June 13, 2025 to stockholders of record at the close of business on May 9, 2025. A copy of the press release announcing the quarterly dividend is attached as Exhibit 99.3 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Document Description
Press Release dated April 24, 2025 announcing the Company’s results of operations for the first quarter ended March 31, 2025.
Investor Presentation dated April 24, 2025.
Press Release dated April 24, 2025 announcing the Company’s quarterly dividend.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Note: Except for the information in Item 8.01 hereof (including Exhibit 99.3 hereto), the information contained in this report (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Bread Financial Holdings, Inc.
Date: April 24, 2025 By: /s/ Joseph L. Motes III
Joseph L. Motes III
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary

EX-99.1 2 exhibit991form8-k4x24x25.htm EX-99.1 exhibit991form8-k4x24x25
Bread Financial | April 24, 2025 1 "In the first quarter, we continued to demonstrate our financial resilience with net income of $138 million and by increasing our tangible book value per common share to $48.92. We advanced our ongoing efforts to optimize our capital structure and strengthen our balance sheet with the successful execution of a $400 million subordinated notes offering during the first quarter, increasing tier 2 capital, and the recent completion of our $150 million board-authorized share repurchase program. These actions and the strong capital and cash flow generation of our business create additional capital flexibility and opportunities to deliver further value to our shareholders. "For the first quarter, credit sales grew 1% year-over-year, driven by higher general-purpose spending and overall transaction volume, as consumers are likely advancing purchases ahead of potential price increases, along with lower gas prices helping to bolster their discretionary purchasing power. The risk of disruption to the economy continues to grow as evidenced by the uncertainty reflected in lower consumer and small business confidence and sentiment. While our industry will benefit from the CFPB's late fee rule having been vacated, as well as from a reduced regulatory environment, risks associated with tariffs, trade policies, and inflation may adversely impact consumer strength. We will continue to monitor economic and consumer financial health closely and remain disciplined with our credit risk management. "We are pleased with our new partner signings in the quarter, including today's card program announcement with Crypto.com, further diversifying our industry verticals. We also renewed multiple brand partners, including extending our long-term agreement with Academy Sports where we offer both our card and Bread Pay products. "Looking ahead, we remain focused on responsible growth, disciplined capital allocation, and continued execution on our operational excellence efforts, while maintaining flexibility to adapt to changing fiscal and monetary policies, and the regulatory landscape. We are well-positioned to generate additional capital, deliver strong returns, and create sustainable, long-term value for our shareholders." - Ralph Andretta, president and chief executive officer Bread Financial reports first quarter 2025 results COLUMBUS, Ohio, April 24, 2025 – Bread Financial Holdings, Inc. (NYSE: BFH), a tech-forward financial services company that provides simple, personalized payment, lending, and saving solutions, today announced financial results for the first quarter ended March 31, 2025. CEO COMMENTARY (1) Adjusted for the post-tax impact from our repurchased convertible notes, and therefore represent Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". $18.2B 1Q25 Average loans $970MM 1Q25 Revenue 12.0% Common equity tier 1 capital ratio $48.92 Tangible book value per common share(1) First quarter 2025 ($ in millions, except per share amounts) Total company Continuing operations Net income $138 $142 Earnings per diluted share $2.78 $2.86 • Relative to the first quarter of 2024: • Income from continuing operations increased 5% primarily driven by improved credit and disciplined expense management. • Average loans decreased 2%, primarily due to the macroeconomic environment driving lower consumer spending, higher gross losses in 2024, and tighter underwriting standards. • Common equity tier 1 (CET1) capital ratio decreased 60 basis points to 12.0%, impacted by the last CECL phase-in adjustment of approximately 70 basis points in the quarter. • Tangible book value per common share(1) increased $2.95, or 6%, to $48.92. • Return on average tangible common equity(1) was 23.0%. • First quarter delinquency rate was 5.9% and net loss rate was 8.2%. • Completed $400 million offering of subordinated notes due 2035, increasing our Total risk-based capital ratio to 15.5%. • Repurchased $102 million, or 2.1 million shares, in the first quarter. Subsequently, in April we repurchased an additional 1.1 million shares for a total of 3.2 million shares, completing our board-authorized share repurchase program of $150 million. Exhibit 99.1


 
Bread Financial | April 24, 2025 2 "Our first quarter results reflect our resilient business model, strategic credit tightening actions, and ability to deliver solid results despite a challenging macroeconomic environment. During the quarter, credit sales grew 1% as consumer financial health remained relatively steady, reflected in our improving credit metrics. Income from continuing operations increased 5% as expenses decreased 1% year-over-year, driven by our enterprise- wide focus on driving operational excellence. "Net interest margin improved sequentially to 18.1% following the seasonal trend of decreasing transactor balances from fourth quarter holiday spending. Net interest margin trends continue to be impacted by a lower average prime rate, a shift in mix toward co-brand products, and lower billed late fees, partially offset by our implementation of pricing changes. "This quarter we continued to strengthen and optimize our balance sheet. We completed a $400 million subordinated notes offering, increasing our total risk-based capital ratio to 15.5%. In addition, in March we commenced our $150 million board-authorized share repurchase program, completing the program in April with 3.2 million total shares repurchased. We also repurchased $7 million in principal value of our convertible notes, leaving only $3 million remaining. Direct-to-consumer deposits increased 13% year-over- year to $7.9 billion at quarter-end. Our average direct-to- consumer deposits now represent 43% of total funding, up from 36% a year ago and approaching our targeted threshold of over 50%. "In the first quarter of 2025, the net loss rate was at the lower end of our expectations, as we have started to observe favorable trends in our later-stage roll rates. As previously mentioned, the hurricane-related customer-friendly actions we took in October and November of 2024 are estimated to negatively impact second quarter of 2025 losses by approximately $13 million. Given the current macroeconomic uncertainty, we remain vigilant around our credit strategies, yet we remain cautiously optimistic for a gradual improvement in credit performance during the second half of 2025. "Our improving credit results, partially offset by weaker economic scenarios, resulted in a reserve rate of 12.2% as of quarter-end 2025, a slight improvement year-over-year and in line with the third quarter of 2024. We continue to maintain prudent weightings on the economic scenarios in our credit reserve modeling given the wide range of potential macroeconomic outcomes. "We are proud of the progress we have made to enhance our balance sheet and are confident in our ability to achieve solid financial results in 2025." - Perry Beberman, executive vice president and chief financial officer 2025 full year outlook "Our 2025 outlook assumed no late fee reduction related to the CFPB late fee rule, which has recently been vacated by a U.S. District Court. • "Our 2025 outlook has been adjusted from our original 2025 guidance to reflect slower expected retail sales growth, slightly higher inflation, but still generally healthy labor markets. With the greater anticipated economic uncertainty, we are prepared for a wide range of scenarios. Our outlook also assumes interest rate decreases by the Federal Reserve, which will pressure total net interest income. • Average loan growth: "Based on an updated range of economic scenarios and expected impacts on consumer spending, our strategic credit tightening actions, elevated gross credit losses, and visibility into our pipeline and existing partners, we now expect 2025 average credit card and other loans to be flat to slightly down versus full year 2024. • Total revenue: "Total revenue growth, excluding gains on portfolio sales, is anticipated to be flat to slightly up after adjusting for our updated loan guidance, as a result of implemented pricing changes, partially offset by interest rate reductions by the Federal Reserve, lower billed late fees, and a continued shift in risk and product mix. • Total expenses: "As a result of efficiencies gained from ongoing operational excellence initiatives, along with disciplined expense management and prudent investments, we expect to generate nominal positive operating leverage in 2025, excluding gains on portfolio sales and the pretax impacts from our repurchased convertible notes. • Net loss rate: "We continue to anticipate a net loss rate in the 8.0% to 8.2% range for 2025. • Effective tax rate: "We continue to expect our full year normalized effective tax rate to be in the range of 25% to 26%, with quarter-over- quarter variability due to the timing of certain discrete items." CFO COMMENTARY


 
Bread Financial | April 24, 2025 3 PPNR adjusted for unique items* $509MM $493MM 1Q24 1Q25 Continuing operations(2) First quarter ($ in millions, except per share amounts) 2025 2024 % change Total net interest and non-interest income (“Revenue”) $ 970 $ 991 (2) Net principal losses 365 394 (7) Reserve release (69) (73) (4) Provision for credit losses 296 321 (8) Total non-interest expenses 477 482 (1) Income from continuing operations before income taxes 197 188 5 Income from continuing operations $ 142 $ 135 5 Weighted average shares outstanding – diluted 49.6 49.7 Income from continuing operations per diluted share $ 2.86 $ 2.73 5 Pretax pre-provision earnings (PPNR)(1) $ 493 $ 509 (3) Revenue $991MM $970MM 1Q24 1Q25 -2% Key operating and financial metrics Credit metrics (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". (2) Excludes amounts associated with our former LoyaltyOne segment and our former Epsilon segment which previously have been disclosed as discontinued operations and classified accordingly. Diluted EPS Credit sales $6.0B $6.1B 1Q24 1Q25 +1% Net loss rate 8.5% 8.2% 1Q24 1Q25 Delinquency rate 6.2% 5.9% 1Q24 1Q25 Total company $2.70 $2.78 1Q24 1Q25 Continuing ops. $2.73 $2.86 1Q24 1Q25 -30 bps (2) -3% Pretax pre-provision earnings (PPNR)(1) -30 bps +3% +5%


 
Bread Financial | April 24, 2025 4 First quarter 2025 compared with first quarter 2024 – continuing operations • Credit sales were $6.1 billion for the first quarter of 2025, an increase of $0.1 billion, or 1%, driven by increased general-purpose spending. • Average and end-of-period credit card and other loans were $18.2 billion and $17.8 billion, respectively, both down 2%, primarily due to the macroeconomic environment throughout 2024 driving lower consumer spending, higher gross losses, and tighter underwriting standards. • Revenue decreased $21 million, or 2%, primarily due to lower finance charges and late fees resulting from a lower average prime rate, lower delinquencies, and our gradual shift in risk and product mix leading to a lower proportion of private label accounts. • Total non-interest expenses decreased $5 million, or 1%, primarily driven by a $15 million decrease in other expenses, which includes prior year debt extinguishment costs, and a $4 million decrease in card and processing expenses, partially offset by a $7 million increase in information processing and communication expenses and a $7 million increase in marketing expenses. • Income from continuing operations increased $7 million, or 5%, primarily due to a lower provision for credit losses and lower total non-interest expenses, partially offset by a decrease in finance charges and late fees. • PPNR, a Non-GAAP financial measure, decreased $16 million, or 3%, primarily due to lower net interest income. • The delinquency rate of 5.9% decreased from 6.2% in the first quarter of 2024. • The net loss rate of 8.2% decreased from 8.5% in the first quarter of 2024. • CET1 ratio of 12.0% decreased from 12.6% in the first quarter of 2024, negatively impacted by approximately 100 basis points related to convertible notes repurchases, approximately 80 basis points for share repurchases, and approximately 70 basis points for the last CECL phase-in, partially offset by net earnings. • Total risk-based capital of 15.5% increased from 14.0% in the first quarter of 2024, benefiting from our $400 million subordinated notes offering which increased our tier 2 capital. Contacts Investor Relations: Brian Vereb (brian.vereb@breadfinancial.com) Susan Haugen (susan.haugen@breadfinancial.com) Media Relations: Rachel Stultz (rachel.stultz@breadfinancial.com) (1) Adjusted GAAP-basis figures are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". 4Q24 impact from repurchased Convertible Notes ($ in millions, except per share amounts) Total expenses Income from cont. ops. Diluted EPS from cont. ops. GAAP-basis $ 477 $ 142 $ 2.86 Impact from repurchased Convertible Notes 2 2 $ 0.04 Adjusted GAAP-basis(1) $ 475 $ 144 $ 2.90


 
Bread Financial | April 24, 2025 5 Forward-looking statements This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars and military conflicts and natural disasters; future credit performance, including the level of future delinquency and write-off rates; the loss of, or reduction in demand from, significant brand partners or customers in the highly competitive markets in which we compete; the concentration of our business in U.S. consumer credit; inaccuracies in the models and estimates on which we rely, including the amount of our Allowance for credit losses and our credit risk management models; the inability to realize the intended benefits of acquisitions, dispositions and other strategic initiatives; our level of indebtedness and ability to access financial or capital markets; pending and future federal and state legislation, regulation, supervisory guidance, and regulatory and legal actions, including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; impacts arising from or relating to the transition of our credit card processing services to third party service providers that we completed in 2022; failures or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects or otherwise; and any tax or other liability or adverse impacts arising out of or related to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. (LVI) and certain of its subsidiaries and subsequent litigation or other disputes. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.


 
Bread Financial | April 24, 2025 6 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 herein 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) represents Income from continuing operations before income taxes and the 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. • Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders' equity reduced by Goodwill and intangible assets, net. We use ROTCE as a metric to evaluate the Company's performance. • Tangible book value per common share represents TCE divided by shares outstanding. We use Tangible book value per common share, a metric used across the industry, to estimate liquidation value. We believe the use of these Non-GAAP financial measures provide 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 “Reconciliation of GAAP to Non-GAAP Financial Measures”.


 
Bread Financial | April 24, 2025 7 Conference call/webcast information Bread Financial will host a conference call on Thursday, April 24, 2025, at 8:30 a.m. (Eastern Time) to discuss the company’s first quarter results. The conference call will be available via the internet at investor.breadfinancial.com. There will be several slides accompanying the webcast. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. The recorded webcast will also be available on the company’s website. About Bread Financial® Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers.      To learn more about Bread Financial, our global associates and our sustainability commitments, visit breadfinancial.com or follow us on Instagram and LinkedIn.


 
Bread Financial | April 24, 2025 8 Three months ended March 31, 2025 2024 Interest income Interest and fees on loans $ 1,185 $ 1,247 Interest on cash and investment securities 46 53 Total interest income 1,231 1,300 Interest expense Interest on deposits 138 155 Interest on borrowings 87 93 Total interest expense 225 248 Net interest income 1,006 1,052 Non-interest income Interchange revenue, net of retailer share arrangements (83) (92) Other 47 31 Total non-interest income (36) (61) Total net interest and non-interest income 970 991 Provision for credit losses 296 321 Total net interest and non-interest income, after provision for credit losses 674 670 Non-interest expenses Employee compensation and benefits 215 213 Card and processing expenses 82 86 Information processing and communication 81 74 Marketing expenses 35 28 Depreciation and amortization 21 23 Other 43 58 Total non-interest expenses 477 482 Income from continuing operations before income taxes 197 188 Provision for income taxes 55 53 Income from continuing operations 142 135 Loss from discontinued operations, net of income taxes (4) (1) Net income $ 138 $ 134 Basic income per share Income from continuing operations $ 2.89 $ 2.74 Loss from discontinued operations $ (0.08) $ (0.03) Net income per share $ 2.81 $ 2.71 Diluted income per share Income from continuing operations $ 2.86 $ 2.73 Loss from discontinued operations $ (0.08) $ (0.03) Net income per share $ 2.78 $ 2.70 Weighted average common shares outstanding Basic 49.0 49.5 Diluted 49.6 49.7 Pretax pre-provision earnings (PPNR)(1) $ 493 $ 509 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures".


 
Bread Financial | April 24, 2025 9 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED BALANCE SHEETS (In millions) March 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 4,212 $ 3,679 Credit card and other loans Total credit card and other loans 17,815 18,896 Allowance for credit losses (2,172) (2,241) Credit card and other loans, net 15,643 16,655 Investments 272 266 Property and equipment, net 133 142 Goodwill and intangible assets, net 738 746 Other assets 1,384 1,403 Total assets $ 22,382 $ 22,891 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Direct-to-consumer (retail) $ 7,922 $ 7,687 Wholesale and other 5,177 5,395 Total deposits 13,099 13,082 Debt issued by consolidated variable interest entities 3,835 4,558 Long-term and other debt 1,286 999 Other liabilities 1,094 1,201 Total liabilities 19,314 19,840 Total stockholders’ equity 3,068 3,051 Total liabilities and stockholders’ equity $ 22,382 $ 22,891 Shares of common stock outstanding 47.6 49.1


 
Bread Financial | April 24, 2025 10 Note: The unaudited Consolidated Statements of Cash Flows are presented reflecting the combined cash flows from continuing and discontinued operations. BREAD FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Three months ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 138 $ 134 Adjustments to reconcile net income to net cash provided by operating activities Provision for credit losses 296 321 Depreciation and amortization 21 23 Deferred income taxes 23 (56) Non-cash stock compensation 13 15 Amortization of deferred financing costs 4 6 Amortization of deferred origination costs 19 26 Change in other operating assets and liabilities Change in other assets (12) (3) Change in other liabilities (109) (23) Other — 4 Net cash provided by operating activities 393 447 CASH FLOWS FROM INVESTING ACTIVITIES Change in credit card and other loans 697 746 Purchases of investments (6) (12) Maturities of investments 5 3 Other, including capital expenditures (5) (17) Net cash provided by investing activities 691 720 CASH FLOWS FROM FINANCING ACTIVITIES Unsecured borrowings under debt agreements 400 300 Repayments/maturities of unsecured borrowings under debt agreements (111) (407) Debt issued by consolidated variable interest entities — 200 Repayments/maturities of debt issued by consolidated variable interest entities (724) (740) Net (decrease) increase in deposits 17 (293) Payment of deferred financing costs (8) (4) Dividends paid (12) (11) Repurchase of common stock (103) (11) Other (21) (9) Net cash used in financing activities (562) (975) Change in cash, cash equivalents and restricted cash 522 192 Cash, cash equivalents and restricted cash at beginning of period 3,714 3,616 Cash, cash equivalents and restricted cash at end of period $ 4,236 $ 3,808


 
Bread Financial | April 24, 2025 11 BREAD FINANCIAL HOLDINGS, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In millions, except percentages) As of or for the three months ended March 31, 2025 2024 % change Pretax pre-provision earnings Income from continuing operations before income taxes $ 197 $ 188 5 Provision for credit losses 296 321 (8) Pretax pre-provision earnings (PPNR) 493 509 (3) Average Tangible common equity Average Total stockholders’ equity 3,246 3,120 4 Less: average Goodwill and intangible assets, net (744) (759) (2) Average Tangible common equity 2,502 2,361 6 Tangible common equity (TCE) Total stockholders’ equity 3,068 3,032 1 Less: Goodwill and intangible assets, net (738) (753) (2) Tangible common equity (TCE) $ 2,330 $ 2,279 2 nm – Not meaningful, denoting a variance of 1,000 percent or more. Continued on the following page


 
Bread Financial | April 24, 2025 12 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED SUMMARY FINANCIAL HIGHLIGHTS (In millions, except per share amounts and percentages) As of or for the three months ended March 31, 2025 2024 % change Credit sales $ 6,106 $ 6,030 1 Average credit card and other loans $ 18,164 $ 18,546 (2) End-of-period credit card and other loans $ 17,815 $ 18,185 (2) End-of-period direct-to-consumer deposits $ 7,922 $ 6,984 13 Return on average assets(1) 2.5% 2.4% 0.1 Return on average equity(2) 17.7% 17.5% 0.2 Return on average tangible common equity(3) 23.0 % 23.1 % (0.1) Net interest margin(4) 18.1% 18.7% (0.6) Loan yield(5) 26.5% 27.0% (0.5) Efficiency ratio(6) 49.1% 48.6% 0.5 Common equity tier 1 capital ratio(7) 12.0% 12.6% (0.6) Tangible book value per common share(8) $ 48.92 $ 45.96 6 Payment rate(9) 15.1% 14.8% 0.3 Delinquency rate 5.9% 6.2% (0.3) Net loss rate 8.2% 8.5% (0.3) Reserve rate 12.2% 12.4% (0.2) (1) Return on average assets represents annualized Income from continuing operations divided by average Total assets. (2) Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity. (3) Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders' equity reduced by Goodwill and intangible assets, net. ROTCE is a Non-GAAP financial measure. (4) Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. (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) Common equity tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders' equity has been reduced, primarily by Goodwill and intangible assets, net. (8) Tangible book value per common share represents TCE divided by shares outstanding and is a Non-GAAP financial measure. (9) Payment rate represents consumer payments during the last month of the period, divided by the beginning-of-month Credit card and other loans, including held for sale in applicable periods.


 
EX-99.2 3 exhibit992form8-k4x24x25.htm EX-99.2 exhibit992form8-k4x24x25
First quarter 2025 results © 2 0 2 2 B r e a d F i n a n c i a l | C o n f i d e n t i a l & P r o p r i e t a r y 1 April 24, 2025 Exhibit 99.2


 
2©2025 Bread Financial Key highlights First quarter 2025 Demonstrated financial resilience and opportunistic capital allocation • Enhanced financial resilience through responsible growth, proactive risk management, prudent capital allocation to strengthen our balance sheet, and ongoing operational excellence initiatives. • Net income of $138 million and earnings per diluted share of $2.78. • Tangible book value per common share(1) of $48.92 increased 6% year-over-year. • Direct-to-consumer deposits of $7.9 billion increased 13% year-over-year, and now represent 43% of our average total funding. • Completed offering of $400 million subordinated notes due 2035, increasing our Total risk-based capital ratio as tier 2 capital. • Repurchased $102 million, or 2.1 million shares in the first quarter. Subsequently, in April we repurchased an additional 1.1 million shares for a total of 3.2 million shares, completing the board-authorized share repurchase program of $150 million. Proactive risk management given ongoing macroeconomic uncertainty • Closely monitoring the impact of the new administration's policies including tariffs, trade, immigration, tax and deregulation, and the impacts they have on consumers and our business. • While consumer financial health was relatively steady in the first quarter, we will remain disciplined with our credit risk management given ongoing macroeconomic uncertainty. (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures".


 
3©2025 Bread Financial $970 million (1) Continuing operations excludes amounts associated with our former LoyaltyOne segment and our former Epsilon segment which previously have been disclosed as discontinued operations and classified accordingly. Continuing operations(1) Revenue Year-over-year comparisons • Credit sales of $6.1 billion increased 1%, driven by increased general-purpose spending. • Average loans of $18.2 billion decreased 2%, primarily due to the macroeconomic environment throughout 2024 driving lower consumer spending, higher gross losses, and tighter underwriting standards. • Revenue decreased $21 million, or 2%, primarily due to lower finance charges and late fees resulting from a lower average prime rate, lower delinquencies, and our gradual shift in risk and product mix leading to a lower proportion of private label accounts. • Total non-interest expenses decreased $5 million, or 1%, primarily driven by a $15 million decrease in other expenses, which includes prior year debt extinguishment costs, and a $4 million decrease in card and processing expenses, partially offset by a $7 million increase in information processing and communication expenses and a $7 million increase in marketing expenses. • Income from continuing operations increased $7 million, or 5%, primarily due to a lower provision for credit losses and lower total non-interest expenses, partially offset by a decline in finance charges and late fees. • The delinquency rate of 5.9% decreased from 6.2% in the first quarter of 2024. • The net loss rate of 8.2% decreased from 8.5% in the first quarter of 2024. Diluted EPS Net income $142 million $2.86 First quarter 2025 financial highlights


 
4©2025 Bread Financial ($ in millions) 1Q25 1Q24 $ change % change Total interest income $ 1,231 $ 1,300 $ (69) (5) Total interest expense 225 248 (23) (9) Net interest income 1,006 1,052 (46) (4) Total non-interest income (36) (61) 25 (42) Revenue 970 991 (21) (2) Net principal losses 365 394 (29) (7) Reserve release (69) (73) 4 (4) Provision for credit losses 296 321 (25) (8) Total non-interest expenses 477 482 (5) (1) Income before income taxes 197 188 9 5 Provision for income taxes 55 53 2 5 Net income $ 142 $ 135 $ 7 5 Pretax pre-provision earnings(1) $ 493 $ 509 $ (16) (3) Pretax pre-provision earnings⁽¹⁾ $509 $493 1Q24 1Q25 -3% ($ in millions) Summary P&L results Continuing operations (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures,” and "Reconciliation of GAAP to Non-GAAP Financial Measures" in the Appendix.


 
5©2025 Bread Financial $19.9 $17.8 $17.5 $18.1 $18.5 $17.9 $17.6 $17.7 $18.3 Direct-to-consumer deposits Wholesale deposits Secured borrowings Unsecured borrowings 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 $23.5 $21.3 $21.0 $21.9 $22.7 $22.1 $22.0 $22.1 $22.6 Credit card and other loans Cash and investment securities 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Av er ag e in te re st -b ea rin g lia bi lit ie s ($ in b ill io ns ) Av er ag e in te re st -e ar ni ng a ss et s ($ in b ill io ns ) Interest-earning asset yields and mix 26.6% 26.1% 28.6% 27.7% 27.0% 26.4% 27.4% 25.7% 26.5% 22.7% 22.5% 24.8% 23.9% 23.1% 22.4% 23.1% 22.0% 22.1% 19.0% 18.7% 20.6% 19.6% 18.7% 18.0% 18.8% 17.8% 18.1% Loan yield Avg. earning asset yield Net interest margin Interest-bearing liability costs and funding mix 4.4% 4.6% 5.0% 5.2% 5.4% 5.4% 5.4% 5.2% 5.0% 3.5% 3.9% 4.3% 4.6% 4.6% 4.7% 4.7% 4.5% 4.3% Cost of total interest-bearing liabilities Cost of deposits Net interest margin 83% 83% 83% 83% 82% 81% 81% 82% 80% 17% 17% 17% 17% 18% 19% 19% 18% 20% 23% 16% 17% 18% 20% 19% 20% 21% 23% 9% 10% 8% 8% 7% 7% 7% 6% 5% 28% 33% 35% 35% 36% 40% 41% 43% 43% 40% 41% 40% 39% 37% 34% 32% 30% 29% Note: Beginning in 2024, we revised the calculation of average balances to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, average balances represent the average balance at the beginning and end of each month, averaged over the periods indicated.


 
6©2025 Bread Financial Funding, capital, and liquidity $18.5 $18.3 $13.5 $13.0 $3.7 $4.2 $1.4 $1.1 1Q24 1Q25 % of funding 5% 23% 72% CET1 TRBC 1Q24 12.6 % 14.0 % Net earnings 2.0 % 2.0 % Risk-weighted asset changes 0.3 % 0.4 % Common dividends (0.2) % (0.2) % Share repurchases (0.8) % (0.8) % CECL transition provisions (0.7) % (0.7) % Convertible notes repurchase (1.0) % (1.0) % Subordinated notes N/A 2.1 % Other activity, net (0.2) % (0.3) % 1Q25 12.0 % 15.5 % CET1 capital ratio 12.6% 12.0% 1Q24 1Q25 Tier 1 capital ratio 12.6% 12.0% 1Q24 1Q25 TCE + credit reserve rate⁽¹⁾ 24.9% 25.3% 1Q24 1Q25 Total risk-based capital ratio 14.0% 15.5% 1Q24 1Q25 CET1 and total risk-based capital (TRBC) ratios walk Capital ratios Funding sources Liquid assets 3.8 4.2 Undrawn credit facilities 3.3 3.2 Total 7.1 7.4 % of liquid resources to total assets 31.8% 33.0% (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". ($ in billions) Unsecured borrowings Secured borrowings Deposits


 
7©2025 Bread Financial $2,223 $2,208 $2,207 $2,328 $2,255 $2,164 $2,190 $2,241 $2,172 12.3% 12.3% 12.3% 12.0% 12.4% 12.2% 12.2% 11.9% 12.2% 23.0% 23.2% 24.0% 23.2% 24.9% 25.9% 25.4% 24.1% 25.3% ACL balance Reserve rate⁽¹⁾ TCE + credit reserve rate⁽²⁾ 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Net loss rates 7.0% 8.0% 6.9% 8.0% 8.5% 8.6% 7.8% 8.0% 8.2% 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Delinquency rates 5.7% 5.5% 6.3% 6.5% 6.2% 6.0% 6.4% 5.9% 5.9% 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 5-year peak rate: 8.6% 5-year low rate: 3.9% 5-year avg rate: ~6.5% 5-year peak rate: 6.5% 5-year avg rate: ~5.1% 5-year low rate: 3.3% 58% 59% 57% 57% 56% 58% 57% 58% 57% 27% 27% 27% 27% 27% 27% 27% 27% 27% 15% 14% 16% 16% 17% 15% 16% 15% 16% Greater than 660 601-660 600 or below 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Reserve rates and loss absorption capacity ($ in millions) Revolving credit risk distribution (VantageScore) Credit quality and allowance (1) and (2) See Additional footnotes and definitions of terms in the Appendix. Notes: Starting with 3Q22 through 2Q23, the Net loss rate was impacted by the transition of our credit card processing services in June 2022. See the Additional footnotes and definition of terms slides in the Appendix for an explanation of our change to the average daily balance methodology, as well as impacts from Hurricanes Helene and Milton in 4Q24.


 
8©2025 Bread Financial 2025 financial outlook Our 2025 outlook assumed no late fee reduction related to the CFPB late fee rule, which has recently been vacated.(1) Full year 2024 actuals Full year 2025 outlook Commentary Average loans 2024: $18,084 million Flat to slightly down Based on an updated range of economic scenarios and expected impacts on consumer spending, our strategic credit tightening actions, elevated gross credit losses, and visibility into our pipeline and existing partners, we now expect 2025 average credit card and other loans to be flat to slightly down versus full year 2024. Revenue (excl. gain on sale)(2) 2024: $3,827 million Flat to slightly up Revenue, excluding portfolio sale gains, is expected to be flat to slightly up as a result of implemented pricing changes, partially offset by interest rate reductions by the Federal Reserve, lower billed late fees, and a continued shift in risk and product mix. Adjusted total non-interest expenses(2) 2024: $1,953 million Positive operating leverage Expect to deliver nominal full year positive operating leverage, excluding any portfolio sale gains and the pretax impacts from our repurchased convertible notes. We continue to strategically invest in technology modernization, marketing, and product innovation to drive growth and efficiencies. Net loss rate 2024: 8.2% 8.0% to 8.2% 2025 net loss rate is expected to improve from 2024 as a result of our credit management actions and responsible loan growth, yet remain elevated due to continued inflationary pressure on consumers’ ability to pay. (1) On April 15, 2025, the United States District Court for the Northern District of Texas entered an order and final judgement, pursuant to which the CFPB’s credit card late fee rule was vacated. (2) Represent Non-GAAP Financial Measures. We are unable to provide a quantitative reconciliation of the forward-looking 2025 financial outlook for these Non-GAAP Financial Measures to their most directly comparable forward-looking GAAP measures as we cannot reliably predict all of the necessary components of such forward-looking GAAP measures without unreasonable effort. In the calculation of full year 2024 actuals, Revenue (excl. gain on sale) excludes from Total revenue an $11 million gain on portfolio sale and Adjusted total non-interest expenses excludes from Total non-interest expenses a $107 million pre-tax impact from our repurchased convertible notes for the year ended December 31, 2024. As of 4/24/2025


 
9©2025 Bread Financial Appendix © 2 0 2 2 B r e a d F i n a n c i a l | C o n f i d e n t i a l & P r o p r i e t a r y 9


 
10©2025 Bread Financial Building on our position of strength Manage to the macroeconomic and regulatory environment Proactively execute strategies to improve credit performance and mitigate regulatory uncertainty Operational excellence Accelerate continuous improvement initiatives to deliver technology advancements, improved customer satisfaction, reduced risk exposure, enterprise-wide efficiency, and value creation Disciplined capital allocation and risk management Effectively manage capital ensuring appropriate returns on investments, reducing risk, and maintaining a strong balance sheet Responsible growth Scale diversified product suite enabling growth and expanding revenue generation opportunities, meeting the evolving needs of our brand partners and customers 2025 focus areas


 
11©2025 Bread Financial Continuing operations Total non-interest expenses decreased 1% versus 1Q24 • Card and processing expenses decreased due primarily to reduced volume-related card and statement costs. • Information processing and communication expenses increased primarily due to elevated software license renewal costs. • Marketing expenses increased due to incremental investments associated with brand partner programs. • Other expenses decreased primarily due to prior year debt extinguishment costs. Efficiency ratio⁽¹⁾ 49% 49% 1Q24 1Q25 Total non-interest expenses $482 $477 1Q24 1Q25 Total non-interest expenses $2 $(4) $7 $7 $(2) $(15) Employee comp. and benefits: Card and processing: Info. processing and comm.: Marketing: Depreciation and amortization: Other: 1% -5% 9% 25% -6% -25% 1Q25 vs. 1Q24 change in non-interest expenses (1) See Additional footnotes and definitions of terms in the Appendix. ($ in millions) -1% +57 bps ($ in millions)


 
12©2025 Bread Financial Diversified product and partner mix Product diversification 57% 40% 37% 54% 5% 4% 1% 2% Private label Co-brand Proprietary Bread Pay 1Q25 1Q25 Credit salesEnd-of-period loans Partner diversification 24% 24% 23% 19% 17% 33% 13% 7%6% 3%5% 4%4% 4%4% 4%4% 2% Specialty apparel Health and beauty Travel and entertainment Jewelry Home Technology and electronics Proprietary card Sporting goods Other 1Q25 1Q25 Credit salesEnd-of-period loans


 
13©2025 Bread Financial Continuing operations ($ in millions) 1Q25 1Q24 1Q25 vs 1Q24 4Q24 1Q25 vs 4Q24 Credit sales $ 6,106 $ 6,030 1% $ 7,898 (23%) Average credit card and other loans $ 18,164 $ 18,546 (2%) $ 18,156 —% End-of-period credit card and other loans $ 17,815 $ 18,185 (2%) $ 18,896 (6%) End-of-period direct-to-consumer deposits $ 7,922 $ 6,984 13% $ 7,687 3% Return on average assets(1) 2.5% 2.4% 0.1% 0.1% 2.4% Return on average equity(2) 17.7% 17.5% 0.2% 0.9% 16.8% Return on average tangible common equity(3) 23.0% 23.1% (0.1%) 1.2% 21.8% Net interest margin(4) 18.1% 18.7% (0.6%) 17.8% 0.3% Loan yield(5) 26.5% 27.0% (0.5%) 25.7% 0.8% Efficiency ratio(6) 49.1% 48.6% 0.5% 57.8% (8.7%) Common equity tier 1 capital ratio(7) 12.0% 12.6% (0.6%) 12.4% (0.4%) Tangible book value per common share(8) $ 48.92 $ 45.96 6% $ 46.97 4% Payment rate(9) 15.1% 14.8% 0.3% 15.0% 0.1% Delinquency rate 5.9% 6.2% (0.3%) 5.9% —% Net loss rate 8.2% 8.5% (0.3%) 8.0% 0.2% Reserve rate 12.2% 12.4% (0.2%) 11.9% 0.3% The terms associated with footnotes (1) through (9) are defined on the Additional footnotes and definition of terms slides in the Appendix. Summary financial highlights


 
14©2025 Bread Financial Continuing operations ($ in millions) 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Credit sales $ 7,373 $ 7,057 $ 6,668 $ 7,802 $ 6,030 $ 6,570 $ 6,464 $ 7,898 $ 6,106 Year-over-year change 7% (13%) (13%) (23%) (18%) (7%) (3%) 1% 1% Average credit card and other loans $ 19,405 $ 17,652 $ 17,540 $ 18,267 $ 18,546 $ 17,872 $ 17,766 $ 18,156 $ 18,164 Year-over-year change 17% 4% —% (8%) (4%) 1% 1% (1%) (2%) End-of-period credit card and other loans $ 18,060 $ 17,962 $ 17,922 $ 19,333 $ 18,185 $ 17,743 $ 17,933 $ 18,896 $ 17,815 Year-over-year change 7% 1% (1%) (10%) 1% (1%) —% (2%) (2%) End-of-period direct-to-consumer deposits $ 5,630 $ 5,993 $ 6,098 $ 6,454 $ 6,984 $ 7,193 $ 7,483 $ 7,687 $ 7,922 Year-over-year change 58% 43% 18% 18% 24% 20% 23% 19% 13% Return on average assets(1) 7.7% 1.2% 3.2% 0.8% 2.4% 2.4% 0.1% 0.1% 2.5% Return on average equity(2) 73.0% 9.4% 24.8% 6.2% 17.5% 16.7% 0.4% 0.9% 17.7% Return on average tangible common equity(3) 107.0% 13.2% 34.3% 8.5% 23.1% 21.8% 0.5% 1.2% 23.0% Net interest margin(4) 19.0% 18.7% 20.6% 19.6% 18.7% 18.0% 18.8% 17.8% 18.1% Loan yield(5) 26.6% 26.1% 28.6% 27.7% 27.0% 26.4% 27.4% 25.7% 26.5% Efficiency ratio(6) 42.2% 55.7% 48.7% 50.8% 48.6% 49.9% 58.4% 57.8% 49.1% Common equity tier 1 capital ratio(7) 11.8% 12.1% 12.9% 12.2% 12.6% 13.8% 13.3% 12.4% 12.0% Tangible book value per common share(8) $ 38.44 $ 38.99 $ 42.45 $ 43.70 $ 45.96 $ 48.89 $ 47.48 $ 46.97 $ 48.92 Payment rate(9) 15.6% 15.0% 14.4% 14.5% 14.8% 14.4% 14.0% 15.0% 15.1% Delinquency rate 5.7% 5.5% 6.3% 6.5% 6.2% 6.0% 6.4% 5.9% 5.9% Net loss rate 7.0% 8.0% 6.9% 8.0% 8.5% 8.6% 7.8% 8.0% 8.2% Reserve rate 12.3% 12.3% 12.3% 12.0% 12.4% 12.2% 12.2% 11.9% 12.2% The terms associated with footnotes (1) through (9) are defined on the Additional footnotes and definition of terms slides in the Appendix. Note: Starting with 3Q22 through 2Q23, the Net loss rate was impacted by the transition of our credit card processing services in June 2022. Summary financial highlights – trending


 
15©2025 Bread Financial Continuing operations ($ in millions) 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Total interest income $ 1,335 $ 1,197 $ 1,301 $ 1,312 $ 1,300 $ 1,228 $ 1,277 $ 1,219 $ 1,231 Total interest expense 218 205 219 237 248 241 240 231 225 Net interest income 1,117 992 1,082 1,075 1,052 987 1,037 988 1,006 Total non-interest income 172 (40) (51) (58) (61) (48) (54) (62) (36) Revenue 1,289 952 1,031 1,017 991 939 983 926 970 Net principal losses 342 351 304 367 394 382 347 367 365 Reserve (release) build (235) (15) — 115 (73) (92) 22 50 (69) Provision for credit losses 107 336 304 482 321 290 369 417 296 Total non-interest expenses 544 530 502 516 482 469 574 536 477 Income (loss) before income taxes 638 86 225 19 188 180 40 (27) 197 Provision for income taxes 183 22 52 (26) 53 47 37 (35) 55 Net income $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 3 $ 8 $ 142 Adjusted net income (loss)(1) $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 94 $ 21 $ 144 Pretax pre-provision earnings (PPNR)(1) $ 745 $ 422 $ 529 $ 501 $ 509 $ 470 $ 409 $ 390 $ 493 Less: Gain on portfolio sale (230) — — — — (5) (4) (2) — Add: Impact from repurchased Convertible Notes — — — — — — 96 11 2 PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes(1) $ 515 $ 422 $ 529 $ 501 $ 509 $ 465 $ 501 $ 399 $ 495 Summary P&L results – trending (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures,” and "Reconciliation of GAAP to Non-GAAP Financial Measures" in the Appendix.


 
16©2025 Bread Financial 1Q25 ($ in millions) Average balance Interest income / expense Average yield / rate Cash and investment securities $ 4,423 $ 46 4.2% Credit card and other loans 18,164 1,185 26.5% Total interest-earning assets 22,587 1,231 22.1% Direct-to-consumer (Retail) 7,798 87 4.5% Wholesale deposits 5,224 51 4.0% Interest-bearing deposits 13,022 138 4.3% Secured borrowings 4,194 61 5.9% Unsecured borrowings 1,080 26 9.8% Interest-bearing borrowings 5,274 87 6.7% Total interest-bearing liabilities $ 18,296 $ 225 5.0% Net interest income $ 1,006 Net interest margin(1) 18.1% (1) See Additional footnotes and definitions of terms in the Appendix. Net interest margin


 
17©2025 Bread Financial ($ in millions) 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Rolling 4 quarter avg. Total company Common equity tier 1 capital ratio(1) 11.8% 12.1% 12.9% 12.2% 12.6% 13.8% 13.3% 12.4% 12.0% 12.9% Total risk-based capital ratio(2) 13.2% 13.4% 14.2% 13.6% 14.0% 15.1% 14.6% 13.8% 15.5% 14.8% Total risk-weighted assets(3) $ 18,893 $ 18,745 $ 18,730 $ 20,140 $ 19,344 $ 18,859 $ 19,010 $ 19,928 $ 18,810 $ 19,152 Tangible common equity / tangible assets ratio(4) 9.1% 9.4% 10.0% 9.6% 10.6% 11.3% 11.2% 10.4% 10.8% 10.9% Tangible common equity + credit reserve rate(5) 23.0% 23.2% 24.0% 23.2% 24.9% 25.9% 25.4% 24.1% 25.3% 25.1% Comenity Bank Common equity tier 1 capital ratio(1) 18.3% 18.8% 20.3% 19.7% 18.2% 18.0% 17.4% 16.5% 17.0% 17.2% Total risk-based capital ratio(2) 19.7% 20.1% 21.6% 21.1% 19.6% 19.4% 18.8% 17.9% 18.4% 18.6% Comenity Capital Bank Common equity tier 1 capital ratio(1) 21.7% 18.2% 18.5% 16.6% 17.5% 18.1% 16.0% 15.4% 15.3% 16.2% Total risk-based capital ratio(2) 23.0% 19.6% 19.9% 18.0% 18.9% 19.5% 17.4% 16.7% 18.9% 18.1% Capital The terms associated with footnotes (1) through (5) are defined on the Additional footnotes and definition of terms slides in the Appendix. Note: The Common equity tier 1 capital ratio and Total risk-based capital ratio include adjustments for the phase-in of the effect of the current expected credit loss (CECL) model on regulatory capital over a three-year period beginning in the first quarter of 2022, through 2024. 75%, 50% and 25% of the phase-in is included in 2024, 2023 and 2022, respectively. The effects of CECL on our regulatory capital will be fully phased-in beginning in the first quarter of 2025.


 
18©2025 Bread Financial 5.1% 3.9% 4.4% 4.8% 5.6% 5.0% 6.3% 7.0% 8.0% 6.9% 8.0% 8.5% 8.6% 7.8% 8.0% 8.2% 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 3.3% 3.8% 3.9% 4.1% 4.4% 5.7% 5.5% 5.7% 5.5% 6.3% 6.5% 6.2% 6.0% 6.4% 5.9% 5.9% 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 15-year low rate(1): 3.8% 15-year avg rate: ~6.0% 15-year avg rate: ~4.9% 15-year low rate: 3.3% Credit quality trends (2) Delinquency rates Net loss rates 15-year peak rate(1): 9.4% 15-year peak rate: 6.5% The explanations associated with footnotes (1) and (2) are defined on the Additional footnotes and definition of terms slides in the Appendix. Notes: Starting with 3Q22 through 2Q23, the Net loss rate was impacted by the transition of our credit card processing services in June 2022. As well, beginning in 2024, we revised the calculation of average balances to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, average balances represent the average balance at the beginning and end of each month, averaged over the periods indicated.


 
19©2025 Bread Financial Additional footnotes and definitions of terms Notes (1) Beginning in 2024, we revised the calculation of average balances to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, average balances represent the average balance at the beginning and end of each month, averaged over the periods indicated. (2) As a result of Hurricanes Helene and Milton, we froze delinquency progression in the fourth quarter of 2024 for customers in Federal Emergency Management Agency identified impact zones for one billing cycle. We estimate the net loss rate benefited by more than 20 basis points as a result, which consequently will negatively impact the second quarter of 2025 net loss rate. Credit quality and allowance (1) Reserve rate: Reserve rate represents the percentage of the Allowance for credit losses to end-of-period Credit card and other loans. (2) TCE + credit reserve rate: TCE + credit reserve rate represents the sum of TCE and Allowance for credit losses divided by end-of-period Credit card and other loans. TCE is a Non-GAAP financial measure. Total non-interest expenses (1) Efficiency ratio: Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income. Summary financial highlights (1) Return on average assets: Return on average assets represents annualized Income from continuing operations divided by average Total assets. (2) Return on average equity: Return on average equity represents annualized Income from continuing operations divided by average Total stockholders’ equity. (3) Return on average tangible common equity: Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders' equity reduced by Goodwill and intangible assets, net. ROTCE is a Non-GAAP financial measure. (4) Net interest margin: Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. (5) Loan yield: Loan yield represents annualized Interest and fees on loans divided by Average credit card and other loans. (6) Efficiency ratio: Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income. (7) Common equity tier 1 capital ratio: Common equity tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders' equity has been reduced, primarily by Goodwill and intangible assets, net. (8) Tangible book value per common share: Tangible book value per common share represents TCE divided by shares outstanding and is a Non-GAAP financial measure. (9) Payment rate: Payment rate represents consumer payments during the last month of the period, divided by the beginning-of-month Credit card and other loans, including held for sale in applicable periods. Continued on the following page


 
20©2025 Bread Financial Additional footnotes and definitions of terms Net interest margin (1) Net interest margin: Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. Capital (1) Common equity tier 1 capital ratio: Common equity tier 1 capital ratio represents tier 1 capital divided by total risk-weighted assets. In the calculation of tier 1 capital, we follow the Basel III Standardized Approach and therefore Total stockholders' equity has been reduced, primarily by Goodwill and intangible assets, net. (2) Total risk-based capital ratio: Total risk-based capital ratio represents total capital divided by total risk-weighted assets. In the calculation of total capital, we follow the Basel III Standardized Approach and therefore tier 1 capital has been increased by tier 2 capital, which for us is comprised of subordinated notes, as well as the allowable portion of the Allowance for credit losses. (3) Total risk-weighted assets: Total risk-weighted assets are generally measured by allocating assets, and specified off-balance sheet exposures, to various risk categories as defined by the Basel III Standardized Approach. (4) Tangible common equity/tangible assets ratio: Tangible common equity over tangible assets (TCE/TA) represents TCE divided by Tangible assets (TA), which is Total assets reduced by Goodwill and intangible assets, net. TCE/TA is a Non-GAAP financial measure. (5) Tangible common equity (TCE) + credit reserve rate: Tangible common equity + credit reserve rate represents the sum of TCE and Allowance for credit losses divided by End-of-period credit card and other loans. TCE is a non-GAAP financial measure. Credit quality trends (1) Peak Net loss rate occurred in 2010. Low Net loss rate occurred in 2014. (2) The 2Q22 Net loss rate includes a 30 basis point increase from the effects of the purchase of previously written-off accounts that were sold to a third-party debt collection agency.


 
21©2025 Bread Financial Forward-looking statements This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan,” “likely,” “may,” “should” or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, future dividend declarations, and future economic conditions. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, our actual results could differ materially from the projections, anticipated results or other expectations expressed in this release, and no assurances can be given that our expectations will prove to have been correct. Factors that could cause the outcomes to differ materially include, but are not limited to, the following: macroeconomic conditions, including market conditions, inflation, interest rates, labor market conditions, recessionary pressures or concerns over a prolonged economic slowdown, and the related impact on consumer spending behavior, payments, debt levels, savings rates and other behaviors; global political and public health events and conditions, including significant shifts in trade policy, such as changes to, or the imposition of, tariffs and/or trade barriers and any economic impacts, volatility, uncertainty and geopolitical instability resulting therefrom, as well as ongoing wars and military conflicts and natural disasters; future credit performance, including the level of future delinquency and write-off rates; the loss of, or reduction in demand from, significant brand partners or customers in the highly competitive markets in which we compete; the concentration of our business in U.S. consumer credit; inaccuracies in the models and estimates on which we rely, including the amount of our Allowance for credit losses and our credit risk management models; the inability to realize the intended benefits of acquisitions, dispositions and other strategic initiatives; our level of indebtedness and ability to access financial or capital markets; pending and future federal and state legislation, regulation, supervisory guidance, and regulatory and legal actions, including, but not limited to, those related to financial regulatory reform and consumer financial services practices, as well as any such actions with respect to late fees, interchange fees or other charges; impacts arising from or relating to the transition of our credit card processing services to third party service providers that we completed in 2022; failures or breaches in our operational or security systems, including as a result of cyberattacks, unanticipated impacts from technology modernization projects or otherwise; and any tax or other liability or adverse impacts arising out of or related to the spinoff of our former LoyaltyOne segment or the bankruptcy filings of Loyalty Ventures Inc. (LVI) and certain of its subsidiaries and subsequent litigation or other disputes. The foregoing factors, along with other risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements, are described in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.


 
22©2025 Bread Financial We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (GAAP). However, certain information included herein 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: • In August 2024 we entered into separate, privately-negotiated repurchase agreements with a limited number of Convertible Note holders to repurchase a portion of our outstanding $316 million aggregate principal amount of 4.25% Convertible Senior Notes due 2028 (the Convertible Notes). Subsequently, in September and November of 2024, and again in March of 2025, certain holders of Convertible Notes separately approached us to repurchase Convertible Notes, and we entered into additional separate, privately-negotiated repurchase agreements with such holders of Convertible Notes. From a GAAP perspective, we paid a premium to induce these repurchases which resulted in an impact to Total non-interest expenses, with a corresponding favorable tax impact, also reflected in Net income and consequently our Earnings per diluted share. We have shown adjustments to these three financial statement line items, for total Company as well as for continuing operations, to exclude the impact from our repurchased Convertible Notes. We use Adjusted total non-interest expenses, Adjusted net income, and Adjusted earnings per diluted share to evaluate the ongoing operations of the Company excluding the volatility that can occur from the impact of our repurchased Convertible Notes. • Pretax pre-provision earnings (PPNR) represents Income from continuing operations before income taxes and the Provision for credit losses. PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes then excludes from PPNR the gain on any portfolio sale in the period, as well as the inducement expense from our repurchased Convertible Notes in the period. We use PPNR and PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes as metrics to evaluate our results of operations before income taxes, excluding the volatility that can occur within Provision for credit losses and the one-time nature of a gain on the sale of a portfolio and/or the impact from repurchased Convertible Notes. • Return on average tangible common equity (ROTCE) represents annualized Income from continuing operations divided by average Tangible common equity. Tangible common equity (TCE) represents Total stockholders' equity reduced by Goodwill and intangible assets, net. We use ROTCE as a metric to evaluate the Company's performance. • Tangible common equity over Tangible assets (TCE/TA) represents 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 absorb losses. • Tangible book value per common share represents TCE divided by shares outstanding. We use Tangible book value per common share, a metric used across the industry, to estimate liquidation value. We believe the use of these Non-GAAP financial measures provide 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 “Reconciliation of GAAP to Non-GAAP Financial Measures”. Non-GAAP financial measures


 
23©2025 Bread Financial Reconciliation of GAAP to Non-GAAP financial measures ($ in millions, except per share amounts) 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Adjusted total non-interest expenses Total non-interest expenses $ 544 $ 530 $ 502 $ 516 $ 482 $ 469 $ 574 $ 536 $ 477 Impact from repurchased Convertible Notes — — — — — — 96 11 2 Adjusted total non-interest expenses $ 544 $ 530 $ 502 $ 516 $ 482 $ 469 $ 478 $ 525 $ 475 Income from continuing operations, net of taxes $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 3 $ 8 $ 142 Loss from discontinued operations, net of taxes — (16) (2) (2) (1) — (1) (1) (4) Net income $ 455 $ 48 $ 171 $ 43 $ 134 $ 133 $ 2 $ 7 $ 138 Impact from repurchased Convertible Notes — — — — — — 91 13 2 Adjusted net income $ 455 $ 48 $ 171 $ 43 $ 134 $ 133 $ 93 $ 20 $ 140 Adjusted income from continuing operations, net of taxes $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 94 $ 21 $ 144 Weighted average shares outstanding – diluted 50.1 50.3 50.1 49.6 49.7 50.2 51.0 50.9 49.6 Income from continuing operations per diluted share $ 9.08 $ 1.27 $ 3.46 $ 0.90 $ 2.73 $ 2.65 $ 0.06 $ 0.15 $ 2.86 (Loss) income from discontinued operations per diluted share — (0.32) (0.04) (0.03) (0.03) 0.01 (0.01) (0.01) (0.08) Net income per diluted share $ 9.08 $ 0.95 $ 3.42 $ 0.87 $ 2.70 $ 2.66 $ 0.05 $ 0.14 $ 2.78 Impact from repurchased Convertible Notes — — — — — — 1.78 0.26 0.04 Adjusted net income per diluted share $ 9.08 $ 0.95 $ 3.42 $ 0.87 $ 2.70 $ 2.66 $ 1.83 $ 0.40 $ 2.82 Adjusted income from continuing operations per diluted share $ 9.08 $ 1.27 $ 3.46 $ 0.90 $ 2.73 $ 2.65 $ 1.84 $ 0.41 $ 2.90 Continued on the following page


 
24©2025 Bread Financial ($ in millions) 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 Pretax pre-provision earnings (PPNR) Income (loss) before income taxes $ 638 $ 86 $ 225 $ 19 $ 188 $ 180 $ 40 $ (27) $ 197 Provision for credit losses 107 336 304 482 321 290 369 417 296 Pretax pre-provision earnings (PPNR) $ 745 $ 422 $ 529 $ 501 $ 509 $ 470 $ 409 $ 390 $ 493 Less: Gain on portfolio sale (230) — — — — (5) (4) (2) — Add: Impact from repurchased Convertible Notes — — — — — — 96 11 2 PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes $ 515 $ 422 $ 529 $ 501 $ 509 $ 465 $ 501 $ 399 $ 495 Average Tangible common equity Average Total stockholders’ equity $ 2,496 $ 2,731 $ 2,795 $ 2,866 $ 3,120 $ 3,202 $ 3,314 $ 3,217 $ 3,246 Less: average Goodwill and intangible assets, net (794) (785) (775) (766) (759) (750) (748) (752) (744) Average Tangible common equity $ 1,702 $ 1,946 $ 2,020 $ 2,100 $ 2,361 $ 2,452 $ 2,566 $ 2,465 $ 2,502 Tangible common equity (TCE) Total stockholders’ equity $ 2,716 $ 2,736 $ 2,864 $ 2,918 $ 3,032 $ 3,170 $ 3,112 $ 3,051 $ 3,068 Less: Goodwill and intangible assets, net (790) (780) (771) (762) (753) (744) (754) (746) (738) Tangible common equity (TCE) $ 1,926 $ 1,956 $ 2,093 $ 2,156 $ 2,279 $ 2,426 $ 2,358 $ 2,305 $ 2,330 Tangible assets (TA) Total assets $ 21,970 $ 21,609 $ 21,608 $ 23,141 $ 22,299 $ 22,144 $ 21,736 $ 22,891 $ 22,382 Less: Goodwill and intangible assets, net (790) (780) (771) (762) (753) (744) (754) (746) (738) Tangible assets (TA) $ 21,180 $ 20,829 $ 20,837 $ 22,379 $ 21,546 $ 21,400 $ 20,982 $ 22,145 $ 21,644 Reconciliation of GAAP to Non-GAAP financial measures


 
EX-99.3 4 exhibit993form8k4-24x25.htm EX-99.3 Document

Exhibit 99.3

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Bread Financial Declares Dividend on Common Stock


COLUMBUS, Ohio – April 24, 2025 – Bread Financial® Holdings, Inc. (NYSE: BFH), a tech-forward financial services company that provides simple, flexible payment, lending and saving solutions, today announced that its Board of Directors declared a quarterly cash dividend of $0.21 per share on the Company’s common stock, payable on June 13, 2025 to stockholders of record at the close of business on May 9, 2025.


About Bread Financial® 
Bread Financial® (NYSE: BFH) is a tech-forward financial services company that provides simple, personalized payment, lending, and saving solutions to millions of U.S consumers. Our payment solutions, including Bread Financial general purpose credit cards and savings products, empower our customers and their passions for a better life. Additionally, we deliver growth for some of the most recognized brands in travel & entertainment, health & beauty, jewelry and specialty apparel through our private label and co-brand credit cards and pay-over-time products providing choice and value to our shared customers. 
 
To learn more about Bread Financial, our global associates and our sustainability commitments, visit breadfinancial.com or follow us on Instagram and LinkedIn. 


Contacts
Brian Vereb – Investor Relations
Brian.Vereb@BreadFinancial.com

Susan Haugen – Investor Relations
Susan.Haugen@BreadFinancial.com

Rachel Stultz – Media
Rachel.Stultz@BreadFinancial.com

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