false000110121500011012152025-01-302025-01-30

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):
January 30, 2025
Image_0.jpg
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware001-1574931-1429215
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3095 LOYALTY CIRCLE
COLUMBUSOhio 43219
(Address and Zip Code of Principal Executive Offices)
(614729-4000
(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 classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareBFHNYSE
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 January 30, 2025, Bread Financial Holdings, Inc. (the “Company”) issued a press release regarding its results of operations for the fourth quarter and fiscal year ended December 31, 2024 (the “Q4 2024 Earnings Release”). A copy of the Q4 2024 Earnings Release is furnished as Exhibit 99.1 hereto.

Item 7.01 Regulation FD Disclosure.

In connection with the Q4 2024 Earnings Release, on January 30, 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 January 30, 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 March 21, 2025 to stockholders of record at the close of business on February 14, 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 January 30, 2025 announcing the Company’s results of operations for the fourth quarter and fiscal year ended December 31, 2024.
Investor Presentation dated January 30, 2025.
Press Release dated January 30, 2025 announcing the Company’s quarterly dividend.
104Cover 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: January 30, 2025By:/s/ Joseph L. Motes III
Joseph L. Motes III
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary

Bread Financial | January 30, 2025 1 • Relative to the fourth quarter of 2023: • Average loans decreased 1%, resulting from lower full year credit sales. • Common equity tier 1 (CET1) capital ratio increased 20 basis points to 12.4%. • Tangible book value per common share(2) increased $3.27, or 7%, to $46.97. • Fourth quarter delinquency rate was 5.9% and net loss rate was 8.0%. We estimate the net loss rate improved by more than 20 basis points as a result of previously disclosed hurricane-related actions. • Repurchased $44 million in principal amount of convertible notes, impacting pre-tax results by $11 million, primarily due to the repurchase premium paid, leaving $10 million, or 3%, outstanding. • Completed $44 million of share repurchases, representing 684,000 shares at an average price per share of $64.35. "Our successes in 2024 place Bread Financial in a position of strength going into 2025 with increased capital flexibility and financial resilience. We made significant progress enhancing our balance sheet, executing on our long-term funding plan, and increasing shareholder value. We improved our capital ratios, while concurrently reducing parent-level debt and achieving a double leverage ratio target of below 115%. Our funding mix improved throughout the year with continued direct-to-consumer deposit growth momentum. These accomplishments underscore our disciplined approach to grow our business and allocate capital responsibly to reduce risk and generate appropriate returns. Further, as a result of our achievements, we received improved rating outlooks from Moody's and Fitch, moving from stable to positive just one year after obtaining our inaugural ratings. "We continue to add iconic brand partner relationships and further invest in our existing programs. During 2024, we launched new programs with Hard Rock International, HP, and Saks Fifth Avenue, reflecting our success in diversifying our partners and verticals. With the addition of these valued brand partners along with a continued strong renewal rate, more than 85% of our loans are now secured through 2026 and 9 of our 10 largest programs are secured through at least 2028. "We are pleased with our year-over-year positive fourth quarter credit sales growth as retail apparel sales and millennial and Gen Z sales showed signs of improvement. Spending continues to be more heavily weighted toward non-discretionary purchases, leading to strong loan growth in our co-brand and propriety products during the holidays. While pressure from years of inflation continues to impact our customers and economic and political uncertainty remains, we are cautiously optimistic for improved credit sales in 2025 driven by new and existing brand partner growth. "Looking ahead, we remain focused on growing responsibly, managing the macroeconomic and regulatory environments including ongoing implementation of CFPB late fee rule mitigation strategies, disciplined capital allocation, and continued execution on our operational excellence efforts. Our resilient business model allows us to generate capital, deliver strong returns, and create sustainable, long-term value for our shareholders." - Ralph Andretta, president and chief executive officer Fourth quarter 2024 Full year 2024 ($ in millions, except per share amounts) Total company Continuing operations Total company Continuing operations Net income $7 $8 $277 $279 Adjusted net income(1) $20 $21 $381 $383 Earnings per diluted share $0.14 $0.15 $5.49 $5.54 Adjusted earnings per diluted share(1) $0.40 $0.41 $7.55 $7.60 Bread Financial reports fourth quarter and full year 2024 results COLUMBUS, Ohio, January 30, 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 fourth quarter and full year ended December 31, 2024. $18.2B 4Q24 Average loans $926MM 4Q24 Revenue 12.4% Common equity tier 1 capital ratio $46.97 Tangible book value per common share(2) 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". (2) Tangible book value per common share is a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". Exhibit 99.1


 
Bread Financial | January 30, 2025 2 "The fourth quarter showed signs of gradual economic improvement with credit sales growth of 1%, stable to improving credit performance, and a lower reserve rate of 11.9% compared to year-end 2023. Fourth quarter net interest margin declined sequentially to 17.8% following seasonal trends driven by increased transactor balances related to holiday spending, impacts from a lower average prime rate in the quarter, and lower billed late fees. As expected, fourth quarter adjusted total non-interest expenses increased sequentially due to increased marketing expenses and employee benefits and compensation costs. However, for the full year, as a result of our focus on disciplined expense management and our operational excellence initiatives, adjusted total non-interest expenses improved 7%, positioning the company to deliver positive operating leverage again for 2025. "We continued to strengthen our balance sheet by reducing debt and dilution risk while growing our CET1 to 12.4%, representing a 20 basis point year-over-year improvement. We repurchased $44 million in principal amount of our convertible notes in the fourth quarter and in January 2025 redeemed the remaining $100 million principal balance of our 2026 senior notes. We repurchased $44 million shares in December completing our authorized share repurchase plan. Additionally, direct-to-consumer deposits increased 19% year-over-year to $7.7 billion at quarter-end. Our average direct-to-consumer deposits now represent 43% of total funding, up from 35% a year ago. "Fourth quarter 2024 credit performance was consistent with our expectations, showing signs of stability and gradual improvement as a result of the responsible credit management actions we have taken. As previously mentioned, we estimate losses and the net loss rate benefited by approximately $10 million and more than 20 basis points, respectively, from the hurricane-related customer-friendly actions we took in October and November. Consequently, these actions will negatively impact the second quarter of 2025 net loss rate. Given the macroeconomic uncertainty that still exists for 2025, we remain vigilant around credit policy while cautiously optimistic for a gradual improvement in economic conditions. "Our reserve rate of 11.9% improved slightly year-over-year as expected, which is further evidence of stabilization in our credit portfolio. We continue to maintain conservative weightings on the economic scenarios in our credit reserve modeling given the wide range of potential 2025 macroeconomic outcomes. "Litigation associated with the CFPB late fee rule is ongoing and the outcome and timing of the implementation of the rule is still unknown. Nevertheless, we continue to implement mitigation plans intended to limit the financial impact of the final rule on our business. We anticipate the financial impacts of these actions to be more apparent in 2025 as the changes roll through our existing portfolio. "Looking ahead, we expect our resilient business model, prudent capital allocation, and operational excellence initiatives to deliver responsible growth and achieve solid financial results in 2025." - Perry Beberman, executive vice president and chief financial officer 2025 full year outlook "Our 2025 outlook assumes no late fee reduction related to the CFPB late fee rule given uncertainty surrounding the timing and outcome of the ongoing litigation. • "Our 2025 outlook assumes economic stability, yet is subject to changing conditions as the impacts from key legislative and monetary policies are still unknown. The current baseline forecast includes continued improvements in real wages in a stable, albeit cooling labor market. Our outlook also assumes interest rate decreases by the Federal Reserve, which will pressure total net interest income. • Average loan growth: "Based on our current economic outlook, strategic credit tightening actions, anticipated elevated gross credit losses, and visibility into our pipeline and existing partners, we expect 2025 average credit card and other loans to be relatively flat to 2024. We expect year- end 2025 loans to be higher than year-end 2024 as a result of new business growth and higher credit sales in the year. • Total revenue: "Total revenue growth, excluding gains on portfolio sales, is anticipated to be up low single digits with full year net interest margin modestly higher than the full year 2024 rate as a result of mitigation actions taken in response to the CFPB late fee rule, partially offset by interest rate reductions by the Federal Reserve 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 investment and expense management, we expect to generate full year positive operating leverage in 2025, excluding gains on sales and the $107 million pre-tax impact from our repurchased convertible notes in 2024. • Net loss rate: "We anticipate a net loss rate in the 8.0% to 8.2% range for 2025. • Effective tax rate: "We 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 | January 30, 2025 3 PPNR adjusted for unique items* $501MM $399MM 4Q23 4Q24 Continuing operations(1) Fourth quarter Full year ($ in millions, except per share amounts) 2024 2023 % change 2024 2023 % change Total net interest and non-interest income (“Revenue”) $ 926 $ 1,017 (9) $ 3,838 $ 4,289 (11) Net principal losses 367 367 — 1,489 1,365 9 Reserve build (release) 50 115 (56) (92) (136) (33) Provision for credit losses 417 482 (14) 1,397 1,229 14 Total non-interest expenses 536 516 4 2,060 2,092 (2) (Loss) income from continuing operations before income taxes (27) 19 (247) 381 968 (61) Income from continuing operations $ 8 $ 45 (83) $ 279 $ 737 (62) Weighted average shares outstanding – diluted 50.9 49.6 50.4 50.0 Income from continuing operations per diluted share $ 0.15 $ 0.90 (83) $ 5.54 $ 14.74 (62) Adjusted total non-interest expenses(2) $ 525 $ 516 1 $ 1,953 $ 2,092 (7) Adjusted income from continuing operations(2) $ 21 $ 45 (53) $ 383 $ 737 (48) Adjusted income from continuing operations per diluted share(2) $ — $ — (55) $ — $ — (48) Pretax pre-provision earnings (PPNR)* $ 390 $ 501 (22) $ 1,778 $ 2,197 (19) PPNR excl. gain on portfolio sale & impact from repurchased Convertible Notes* $ 399 $ 501 (20) $ 1,874 $ 1,967 (5) Revenue $1,017MM $926MM 4Q23 4Q24 -9% Key operating and financial metrics Credit metrics (1) Excludes amounts associated with our former LoyaltyOne segment and our former Epsilon segment which previously have been disclosed as discontinued operations and classified accordingly. (2) Adjusted for the impact from repurchased Convertible Notes, and therefore represent Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". * PPNR and PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". nm – Not meaningful, denoting a variance of 1,000 percent or more. Diluted EPS Credit sales $7.8B $7.9B 4Q23 4Q24 +1% Net loss rate 8.0% 8.0% 4Q23 4Q24 Delinquency rate 6.5% 5.9% 4Q23 4Q24 Total company $0.87 $0.14 4Q23 4Q24 Continuing ops. $0.90 $0.15 $0.41 4Q23 4Q24 Adj. 4Q24 -60 bps (1) -20% (2) PPNR excluding gain on portfolio sale and impact from repurchas d Convertible Notes*


 
Bread Financial | January 30, 2025 4 Fourth quarter 2024 compared with fourth quarter 2023 – continuing operations • Credit sales were $7.9 billion for the fourth quarter of 2024, an increase of $0.1 billion, or 1%, reflecting new partner growth and stronger holiday sales. • Average credit card and other loans of $18.2 billion were down 1%, while end-of-period credit card and other loans decreased 2% to $18.9 billion, primarily driven by lower full year credit sales and elevated gross losses. • Revenue decreased $91 million, or 9%, primarily due to lower finance charges and late fees resulting from a lower average prime rate and our gradual shift in risk and product mix leading to a lower proportion of private label accounts as well as reduced merchant discount fees due to lower big ticket credit sales. • Total non-interest expenses increased $20 million, or 4%, primarily driven by an increase in employee compensation and benefits costs of $22 million and an $11 million pre-tax impact from our repurchased convertible notes. Excluding the impact from our repurchased convertible notes, adjusted non-GAAP total non-interest expenses increased 1%. • Income from continuing operations decreased $37 million, or 83%, primarily due to lower net interest income and higher total non-interest expenses and a $13 million post-tax impact from our repurchased convertible notes, partially offset by a lower provision for credit losses. • PPNR, a Non-GAAP financial measure, decreased $111 million, or 22%, primarily due to lower net interest income and higher employee compensation and benefits costs. • The delinquency rate of 5.9% decreased from 6.5% in the fourth quarter of 2023. • The net loss rate of 8.0% remained flat compared to the fourth quarter of 2023. • CET1 of 12.4% increased from 12.2% in the fourth quarter of 2023. Contacts Investor Relations: Brian Vereb (brian.vereb@breadfinancial.com) Susan Haugen (susan.haugen@breadfinancial.com) Media Relations: Rachel Stultz (rachel.stultz@breadfinancial.com) (1) Adjusted GAAP-basis figures are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". 4Q24 impact from repurchased Convertible Notes ($ in millions, except per share amounts) Total expenses Income from cont. ops. Diluted EPS from cont. ops. GAAP-basis $ 536 $ 8 $ 0.15 Impact from repurchased Convertible Notes 11 13 $ 0.26 Adjusted GAAP-basis(1) $ 525 $ 21 $ 0.41


 
Bread Financial | January 30, 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 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. In addition, the Consumer Financial Protection Bureau (CFPB) has issued a final rule that, absent a successful legal challenge, will place significant limits on credit card late fees, which would have a significant impact on our business and results of operations for at least the short term and, depending on the effectiveness of the mitigating actions that we have taken or may in the future take in anticipation of, or in response to, the final rule, may potentially adversely impact us over the long term; we cannot provide any assurance as to the effective date of the rule, the result of any pending or future challenges or other litigation relating to the rule, or our ability to mitigate or offset the impact of the rule on our business and results of operations. 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 | January 30, 2025 6 Non-GAAP Financial Measures We prepare our audited 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, 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”.


 
Bread Financial | January 30, 2025 7 Conference call/webcast information Bread Financial will host a conference call on Thursday, January 30, 2025, at 8:30 a.m. (Eastern Time) to discuss the company’s fourth 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 | January 30, 2025 8 Three months ended December 31, Twelve months ended December 31, 2024 2023 2024 2023 Interest income Interest and fees on loans $ 1,175 $ 1,264 $ 4,820 $ 4,961 Interest on cash and investment securities 44 48 204 184 Total interest income 1,219 1,312 5,024 5,145 Interest expense Interest on deposits 147 154 608 541 Interest on borrowings 84 83 352 338 Total interest expense 231 237 960 879 Net interest income 988 1,075 4,064 4,266 Non-interest income Interchange revenue, net of retailer share arrangements (110) (91) (381) (335) Gain on portfolio sale 2 — 11 230 Other 46 33 144 128 Total non-interest income (62) (58) (226) 23 Total net interest and non-interest income 926 1,017 3,838 4,289 Provision for credit losses 417 482 1,397 1,229 Total net interest and non-interest income, after provision for credit losses 509 535 2,441 3,060 Non-interest expenses Employee compensation and benefits 242 220 897 867 Card and processing expenses 85 88 326 428 Information processing and communication 80 79 300 301 Marketing expenses 48 46 147 161 Depreciation and amortization 23 23 90 116 Other 58 60 300 219 Total non-interest expenses 536 516 2,060 2,092 (Loss) income from continuing operations before income taxes (27) 19 381 968 Provision for income taxes (35) (26) 102 231 Income from continuing operations 8 45 279 737 Loss from discontinued operations, net of income taxes (1) (2) (2) (19) Net income $ 7 $ 43 $ 277 $ 718 Basic income per share Income from continuing operations $ 0.15 $ 0.91 $ 5.63 $ 14.79 Loss from discontinued operations $ (0.01) $ (0.03) $ (0.05) $ (0.40) Net income per share $ 0.14 $ 0.88 $ 5.58 $ 14.39 Diluted income per share Income from continuing operations $ 0.15 $ 0.90 $ 5.54 $ 14.74 Loss from discontinued operations $ (0.01) $ (0.03) $ (0.05) $ (0.40) Net income per share $ 0.14 $ 0.87 $ 5.49 $ 14.34 Weighted average common shares outstanding Basic 49.6 49.3 49.6 49.8 Diluted 50.9 49.6 50.4 50.0 Pretax pre-provision earnings (PPNR)* $ 390 $ 501 $ 1,778 $ 2,197 Less: Gain on portfolio sales (2) — (11) (230) Add: Impact from repurchased Convertible Notes 11 — 107 — PPNR excl. gain on portfolio sale and impact from repurchased Convertible Notes* $ 399 $ 501 $ 1,874 $ 1,967 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) * PPNR and PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures".


 
Bread Financial | January 30, 2025 9 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED BALANCE SHEETS (In millions) December 31, 2024 December 31, 2023 ASSETS Cash and cash equivalents $ 3,679 $ 3,590 Credit card and other loans Total credit card and other loans 18,896 19,333 Allowance for credit losses (2,241) (2,328) Credit card and other loans, net 16,655 17,005 Investments 266 253 Property and equipment, net 142 167 Goodwill and intangible assets, net 746 762 Other assets 1,403 1,364 Total assets $ 22,891 $ 23,141 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Direct-to-consumer (retail) $ 7,687 $ 6,454 Wholesale and other 5,395 7,166 Total deposits 13,082 13,620 Debt issued by consolidated variable interest entities 4,558 3,898 Long-term and other debt 999 1,394 Other liabilities 1,201 1,311 Total liabilities 19,840 20,223 Total stockholders’ equity 3,051 2,918 Total liabilities and stockholders’ equity $ 22,891 $ 23,141 Shares of common stock outstanding 49.1 49.3


 
Bread Financial | January 30, 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) Twelve months ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 277 $ 718 Adjustments to reconcile net income to net cash provided by operating activities Provision for credit losses 1,397 1,229 Depreciation and amortization 90 116 Deferred income taxes (85) (68) Non-cash stock compensation 54 44 Amortization of deferred financing costs 21 26 Amortization of deferred origination costs 92 92 Gain on portfolio sale (11) (230) Loss on debt extinguishment and repurchased Convertible Notes 117 7 Change in other operating assets and liabilities Change in other assets 42 28 Change in other liabilities (109) — Other (26) 25 Net cash provided by operating activities 1,859 1,987 CASH FLOWS FROM INVESTING ACTIVITIES Change in credit card and other loans (840) (1,154) Proceeds from sale of credit card loan portfolios 101 2,499 Purchases of credit card loan portfolios (377) (473) Purchases of investments (31) (50) Maturities of investments 14 14 Other, including capital expenditures (36) (48) Net cash (used in) provided by investing activities (1,169) 788 CASH FLOWS FROM FINANCING ACTIVITIES Unsecured borrowings under debt agreements 300 1,401 Repayments/maturities of unsecured borrowings under debt agreements (894) (1,882) Debt issued by consolidated variable interest entities 2,390 2,592 Repayments/maturities of debt issued by consolidated variable interest entities (1,727) (4,807) Net decrease in deposits (541) (209) Payment of deferred financing costs (15) (63) Payment of capped call transactions — (39) Dividends paid (43) (42) Repurchase of common stock (55) (35) Other (7) (2) Net cash used in financing activities (592) (3,086) Change in cash, cash equivalents and restricted cash 98 (311) Cash, cash equivalents and restricted cash at beginning of period 3,616 3,927 Cash, cash equivalents and restricted cash at end of period $ 3,714 $ 3,616


 
Bread Financial | January 30, 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 December 31, As of or for the twelve months ended December 31, 2024 2023 % change 2024 2023 % change Adjusted net income Income from continuing operations $ 8 $ 45 (83) $ 279 $ 737 (62) Income (loss) from discontinued operations (1) (2) (49) (2) (19) (87) Net income 7 43 (84) 277 718 (61) Impact from repurchased Convertible Notes 13 — nm 104 — nm Adjusted net income $ 20 $ 43 (54) $ 381 $ 718 (47) Adjusted income from continuing operations $ 21 $ 45 (53) $ 383 $ 737 (48) Weighted average shares outstanding – diluted 50.9 49.6 50.4 50.0 Adjusted income per diluted share Net income from continuing operations per diluted share $ 0.15 $ 0.90 (83) $ 5.54 $ 14.74 (62) Net (loss) income from discontinued operations per diluted share (0.01) (0.03) (51) (0.05) (0.40) (87) Net income per diluted share $ 0.14 $ 0.87 (84) $ 5.49 $ 14.34 (62) Impact from repurchased Convertible Notes 0.26 — nm 2.06 — nm Adjusted net income per diluted share $ 0.40 $ 0.87 (55) $ 7.55 $ 14.34 (47) Adjusted income from continuing operations per diluted share $ 0.41 $ 0.90 (55) $ 7.60 $ 14.74 (48) Adjusted total non-interest expenses Total non-interest expenses $ 536 $ 516 4 $ 2,060 $ 2,092 (2) Impact from repurchased Convertible Notes 11 — nm 107 — nm Adjusted total non-interest expenses $ 525 $ 516 1 $ 1,953 $ 2,092 (7) Pretax pre-provision earnings (Loss) income from continuing operations before income taxes $ (27) $ 19 (247) $ 381 $ 968 (61) Provision for credit losses 417 482 (14) 1,397 1,229 14 Pretax pre-provision earnings (PPNR) $ 390 $ 501 (22) $ 1,778 $ 2,197 (19) Less: Gain on portfolio sale (2) — nm (11) (230) (95) Add: Impact from repurchased Convertible Notes 11 — nm 107 — nm PPNR excl. gain on portfolio sale and impact from repurchased Convertible Notes $ 399 $ 501 (20) $ 1,874 $ 1,967 (5) nm – Not meaningful, denoting a variance of 1,000 percent or more. Continued on the following page


 
Bread Financial | January 30, 2025 12 BREAD FINANCIAL HOLDINGS, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In millions, except percentages) As of or for the three months ended December 31, As of or for the twelve months ended December 31, 2024 2023 % change 2024 2023 % change Average Tangible common equity Average Total stockholders’ equity 3,217 2,866 12 3,214 2,722 18 Less: average Goodwill and intangible assets, net (752) (766) (2) (753) (780) (4) Average Tangible common equity $ 2,465 $ 2,100 17 $ 2,461 $ 1,942 27 Tangible common equity (TCE) Total stockholders’ equity 3,051 2,918 5 3,051 2,918 5 Less: Goodwill and intangible assets, net (746) (762) (2) (746) (762) (2) Tangible common equity (TCE) $ 2,305 $ 2,156 7 $ 2,305 $ 2,156 7 Tangible assets (TA) Total assets 22,891 23,141 (1) 22,891 23,141 (1) Less: Goodwill and intangible assets, net (746) (762) (2) (746) (762) (2) Tangible assets (TA) $ 22,145 $ 22,379 (1) $ 22,145 $ 22,379 (1)


 
Bread Financial | January 30, 2025 13 BREAD FINANCIAL HOLDINGS, INC. UNAUDITED SUMMARY FINANCIAL HIGHLIGHTS (In millions, except per share amounts and percentages) As of or for the three months ended December 31, As of or for the twelve months ended December 31, 2024 2023 % change 2024 2023 % change Credit sales $ 7,898 $ 7,802 1 $ 26,962 $ 28,900 (7) Average credit card and other loans $ 18,156 $ 18,267 (1) $ 18,084 $ 18,216 (1) End-of-period credit card and other loans $ 18,896 $ 19,333 (2) $ 18,896 $ 19,333 (2) End-of-period direct-to-consumer deposits $ 7,687 $ 6,454 19 $ 7,687 $ 6,454 19 Return on average assets(1) 0.1% 0.8% (0.7) 1.3% 3.3% (2.0) Return on average equity(2) 0.9% 6.2% (5.3) 8.7% 27.1% (18.4) Return on average tangible common equity(3) 1.2 % 8.5 % (7.3) 11.4% 38.0% (26.6) Net interest margin(4) 17.8% 19.6% (1.8) 18.3% 19.5% (1.2) Loan yield(5) 25.7% 27.7% (2.0) 26.7% 27.2% (0.5) Efficiency ratio(6) 57.8% 50.8% 7.0 53.7% 48.8% 4.9 Double leverage ratio(7) 104.7% 123.9% (19.2) 104.7% 123.9% (19.2) Common equity tier 1 capital ratio(8) 12.4% 12.2% 0.2 12.4% 12.2% 0.2 Total risk-based capital ratio(9) 13.8% 13.6% 0.2 13.8% 13.6% 0.2 Total risk-weighted assets(10) $ 19,928 $ 20,140 (1) $ 19,928 $ 20,140 (1) Tangible common equity / tangible assets ratio (TCE/TA)(11) 10.4% 9.6% 0.8 10.4% 9.6% 0.8 Tangible book value per common share(12) $ 46.97 $ 43.70 7 $ 46.97 $ 43.70 7 Payment rate(13) 15.0% 14.5% 0.5 15.0% 14.5% 0.5 Delinquency rate 5.9% 6.5% (0.6) 5.9% 6.5% (0.6) Net loss rate(14) 8.0% 8.0% — 8.2% 7.5% 0.7 Reserve rate 11.9% 12.0% (0.1) 11.9% 12.0% (0.1) (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) Double leverage ratio represents Parent Company investment in subsidiaries divided by BFH consolidated equity. (8) 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. (9) 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 the allowable portion of the Allowance for credit losses. (10) 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. (11) 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. (12) Tangible book value per common share represents TCE divided by shares outstanding and is a Non-GAAP financial measure. (13) 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. (14) Starting with 3Q22 through 2Q23, the Net loss rate was impacted by the transition of our credit card processing services in June 2022. 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.


 
Fourth quarter and full year 2024 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 January 30, 2025 Exhibit 99.2


 
2©2025 Bread Financial 2024 achievements Full year 2024 outlook Full year 2024 actuals Average loans Down low single digits -1% Revenue (excl. gain on sale)(1) Down low to mid- single digits -6% Adjusted total non-interest expenses(1) Down mid-single digits -7% Net loss rate Low 8% range 8.2% Achieved full year 2024 financial targets (1) In the calculation of Full year 2024 actuals, Revenue (excl. gain on sale) excludes from Total revenue $11 million and $230 million in gains on portfolio sales for the years ended December 31, 2024 and 2023, respectively. Adjusted total non-interest expenses is a Non-GAAP Financial Measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". Delivered responsible growth • Launched new programs with Hard Rock International, HP, and Saks Fifth Avenue • 9 out of 10 largest programs are secured through at least 2028 • Maintained stable credit risk distribution despite a challenging macroeconomic environment • Balanced investment and risk through disciplined capital allocation Adapted to macroeconomic and regulatory environments • Effectively implemented our enhanced end-to-end credit management process to balance profitability and risk • Executed on mitigation strategies to limit the potential impact of the CFPB's rule on credit card late fees • Maintained conservative economic scenario weightings in our credit reserve modeling Strengthened our balance sheet • Achieved double leverage ratio target of below 115% • Improved CET1 by 20 basis points year-over-year to 12.4% • Grew tangible book value per share to $46.97 • Ratings outlook upgraded from stable to positive by Moody's and Fitch Drove operational excellence and technology advancement • Leveraged innovation, best practices, and scale to gain efficiencies throughout the organization • Advanced our technology platform anchored on customer centricity, resiliency, security, and growth


 
3©2025 Bread Financial Key highlights Fourth quarter 2024 (1) Adjusted income from continuing operations, Adjusted diluted EPS from continuing operations, and Tangible book value per common share are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". Demonstrated financial resilience and opportunistic capital allocation • Repurchased $44 million in principal amount of our convertible notes, leaving $10 million outstanding • Net income of $7 million and earnings per diluted share of $0.14 ◦ Adjusted income from continuing operations(1) of $21 million and adjusted diluted EPS from continuing operations(1) of $0.41 exclude the $13 million post-tax impact from the premium paid on our repurchased convertible notes • Tangible book value per common share(1) of $46.97 increased 7% year-over-year • Common equity tier 1 (CET1) capital ratio of 12.4% increased 20 bps year-over-year • Direct-to-consumer deposits of $7.7 billion increased 19% year-over-year, and now represent 43% of our average total funding • Completed $44 million of share repurchases, representing 684,000 shares at an average price per share of $64.35 Proactive risk management with gradual economic improvement • Continued to see signs of stabilization in consumer health with increased spending from millennials and Gen Z throughout the holiday season, as well as improved credit metrics influenced by proactive credit tightening actions • Ongoing implementation of mitigation plans to limit the financial impact of the CFPB late fee rule with various pricing changes in-market, including increased APRs and statement fees


 
4©2025 Bread Financial Parent level debt outstanding $0.7 $0.6 $1.4 $1.4 $1.4 $1.0 Term loan & revolver Senior & convertible notes 4Q21 4Q22 4Q23 4Q24 (1) 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) Tangible book value per common share represents Tangible common equity (TCE) divided by shares outstanding and is a Non-GAAP financial measure. See "Non-GAAP Financial Measures" and "Reconciliation of GAAP to Non-GAAP Financial Measures". Capital allocation Tangible book value per common share (TBVPS)⁽²⁾ $28.09 $29.42 $43.70 $46.97 4Q21 4Q22 4Q23 4Q24 Common equity tier 1 capital ratio⁽¹⁾ 10.3% 8.7% 12.2% 12.4% 4Q21 4Q22 4Q23 4Q24 +210 bps +19% CAGR Drive shareholder valueImprove capital metrics -50% Reduce debt levels CET1 ratio increased 210 bps over the last three years ~$19 increase in TBVPS over the last three years105% double leverage ratio, achieving <115% target ($ in billions)


 
5©2025 Bread Financial $3.8 billion (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. 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. (2) Adjusted GAAP-basis figures are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". Continuing operations(1) Revenue Year-over-year comparisons • Credit sales of $27.0 billion decreased 7%, reflecting moderated consumer spending and strategic credit tightening, partially offset by new partner growth. • Average loans of $18.1 billion decreased 1%, driven by the factors noted above and elevated gross losses. • Revenue decreased $451 million, or 11%, due to a $230 million gain on portfolio sale in 2023, lower gross late fees resulting from a gradual shift in risk and product mix leading to a lower proportion of private label accounts, reduced merchant discount fees due to lower big ticket sales, and higher reversals of interest and fees due to higher gross credit losses. • Adjusted non-GAAP total non-interest expenses(2) decreased 7%, excluding the $107 million pre-tax impact from our repurchased convertible notes. The decline was primarily driven by lower card and processing expenses. • Adjusted non-GAAP income from continuing operations(2) decreased $354 million, excluding the $104 million post-tax impact from our repurchased convertible notes. The decline was driven by a $230 million gain on portfolio sale in 2023, as well as lower net interest income, partially offset by the noted decline in adjusted non-GAAP total non-interest expenses. • The delinquency rate of 5.9% decreased from 6.5% in 2023. • The net loss rate of 8.2% increased from 7.5% in 2023. Diluted EPS Adj. diluted EPS(2) Net income Adj. net income(2) $279 million $383 million $7.60$5.54 Full year 2024 financial highlights 2024 impact from repurchased Convertible Notes ($ in millions, except per share amounts) Total expenses Income from cont. ops. Diluted EPS from cont. ops. GAAP-basis $ 2,060 $ 279 $ 5.54 Impact from repurchased Convertible Notes 107 104 2.06 Adjusted GAAP-basis(2) $ 1,953 $ 383 $ 7.60


 
6©2025 Bread Financial $0.9 billion (1) Continuing operations excludes amounts associated with our former LoyaltyOne segment and our former Epsilon segment which previously have been disclosed as discontinued operations and classified accordingly. As well, beginning in 2024, we revised the calculation of average balances to more closely align with industry practice by incorporating an average daily balance. Prior to 2024, average balances represent the average balance at the beginning and end of each month, averaged over the periods indicated. (2) Adjusted GAAP-basis figures are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". Continuing operations(1) Revenue 4Q24 impact from repurchased Convertible Notes ($ in millions, except per share amounts) Total expenses Income from cont. ops. Diluted EPS from cont. ops. GAAP-basis $ 536 $ 8 $ 0.15 Impact from repurchased Convertible Notes 11 13 0.26 Adjusted GAAP-basis(2) $ 525 $ 21 $ 0.41 Year-over-year comparisons • Credit sales of $7.9 billion increased 1%, primarily reflecting new partner growth and stronger holiday sales. • Average loans of $18.2 billion decreased 1%, primarily driven by lower full year credit sales and elevated gross losses. • Revenue decreased $91 million, or 9%, primarily due to lower finance charges and late fees resulting from a lower average prime rate and our gradual shift in risk and product mix leading to a lower proportion of private label accounts as well as reduced merchant discount fees due to lower big ticket credit sales. • Total non-interest expenses increased $20 million, or 4%, primarily driven by an increase in employee compensation and benefits costs of $22 million and an $11 million pre-tax impact from our repurchased convertible notes. Excluding the impact from our repurchased convertible notes, adjusted non-GAAP total non-interest expenses(2) increased 1%. • Income from continuing operations decreased $37 million, or 83%, primarily due to lower net interest income and higher total non-interest expenses and a $13 million post-tax impact from our repurchased convertible notes, partially offset by a lower provision for credit losses. • The delinquency rate of 5.9% decreased from 6.5% in the fourth quarter of 2023. • The net loss rate of 8.0% remained flat to the fourth quarter of 2023.Diluted EPS Adj. diluted EPS(2) Net income Adj. net income(2) $8 million $21 million $0.41$0.15 Fourth quarter 2024 financial highlights


 
7©2025 Bread Financial ($ in millions) 4Q24 4Q23 $ change % change 2024 2023 $ change % change Total interest income $ 1,219 $ 1,312 $ (93) (7) $ 5,024 $ 5,145 $ (121) (2) Total interest expense 231 237 (6) (3) 960 879 81 9 Net interest income 988 1,075 (87) (8) 4,064 4,266 (202) (5) Total non-interest income (62) (58) (4) 7 (226) 23 (249) nm Revenue 926 1,017 (91) (9) 3,838 4,289 (451) (11) Net principal losses 367 367 — — 1,489 1,365 124 9 Reserve build (release) 50 115 (65) (56) (92) (136) 44 (33) Provision for credit losses 417 482 (65) (14) 1,397 1,229 168 14 Total non-interest expenses 536 516 20 4 2,060 2,092 (32) (2) (Loss) income before income taxes (27) 19 (46) (247) 381 968 (587) (61) Provision for income taxes (35) (26) (9) 30 102 231 (129) (56) Net income $ 8 $ 45 $ (37) (83) $ 279 $ 737 $ (458) (62) Pretax pre-provision earnings (PPNR)* $ 390 $ 501 $ (111) (22) $ 1,778 $ 2,197 $ (419) (19) Less: Gain on portfolio sale (2) — (2) nm (11) (230) 219 (95) Add: Impact from repurchased Convertible Notes 11 — 11 nm 107 — 107 nm PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes* $ 399 $ 501 $ (102) (20) $ 1,874 $ 1,967 $ (93) (5) PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes* $501 $399 $1,967 $1,874 4Q23 4Q24 2023 2024 *PPNR and PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes are Non-GAAP financial measures. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". nm – Not meaningful, denoting a variance of 1,000 percent or more. -5% -20% ($ in millions) Summary P&L results Continuing operations


 
8©2025 Bread Financial 20.3 19.9 17.8 17.5 18.1 18.5 17.9 17.6 17.7 Direct-to-consumer deposits Wholesale deposits Secured borrowings Unsecured borrowings 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 23.6 23.5 21.3 21.0 21.9 22.7 22.1 22.0 22.1 Credit card and other loans Cash and investment securities 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 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 26.0% 26.6% 26.1% 28.6% 27.7% 27.0% 26.4% 27.4% 25.7% 22.4% 22.7% 22.5% 24.8% 23.9% 23.1% 22.4% 23.1% 22.0% 19.1% 19.0% 18.7% 20.6% 19.6% 18.7% 18.0% 18.8% 17.8% Loan yield Avg. earning asset yield Net interest margin Interest-bearing liability costs and funding mix 3.9% 4.4% 4.6% 5.0% 5.2% 5.4% 5.4% 5.4% 5.2% 3.1% 3.5% 3.9% 4.3% 4.6% 4.6% 4.7% 4.7% 4.5% Cost of total interest-bearing liabilities Cost of deposits Net interest margin 84% 83% 83% 83% 83% 82% 81% 81% 82% 16% 17% 17% 17% 17% 18% 19% 19% 18% 25% 23% 16% 17% 18% 20% 19% 20% 21% 10% 9% 10% 8% 8% 7% 7% 7% 6% 26% 28% 33% 35% 35% 36% 40% 41% 43% 39% 40% 41% 40% 39% 37% 34% 32% 30% 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.


 
9©2025 Bread Financial $2,464 $2,223 $2,208 $2,207 $2,328 $2,255 $2,164 $2,190 $2,241 11.5% 12.3% 12.3% 12.3% 12.0% 12.4% 12.2% 12.2% 11.9% 18.4% 23.0% 23.2% 24.0% 23.2% 24.9% 25.9% 25.4% 24.1% ACL balance Reserve rate⁽¹⁾ TCE + credit reserve rate⁽²⁾ 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 Net loss rates 6.3% 7.0% 8.0% 6.9% 8.0% 8.5% 8.6% 7.8% 8.0% 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 Delinquency rates 5.5% 5.7% 5.5% 6.3% 6.5% 6.2% 6.0% 6.4% 5.9% 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 5-year peak rate: 8.6% 5-year low rate: 3.9% 5-year avg rate: ~6.5% 5-year peak rate: 6.5% 5-year avg rate: ~5.1% 5-year low rate: 3.3% 62% 58% 59% 57% 57% 56% 58% 57% 58% 26% 27% 27% 27% 27% 27% 27% 27% 27% 12% 15% 14% 16% 16% 17% 15% 16% 15% Greater than 660 601-660 600 or below 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 Reserve rates and loss absorption capacity ($ in millions) Revolving credit risk distribution (Vantage score) Credit quality and allowance (1) Calculated as the percentage of the Allowance for credit losses to end-of-period Credit card and other loans. (2) Calculated as 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. 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.


 
10©2025 Bread Financial 2025 financial outlook Our outlook assumes no impact from the CFPB late fee rule given uncertainty surrounding the timing and outcome of ongoing litigation.(1) Full year 2024 actuals Full year 2025 outlook Commentary Average loans 2024: $18,084 million Flat • Based on our current economic outlook, strategic credit tightening actions, anticipated elevated gross credit losses, and visibility into our pipeline and existing partners, we expect 2025 average credit card and other loans to be flat with the 2024 balance. • We expect year-end 2025 loans to be higher than year-end 2024 as a result of new business growth and higher credit sales in the year. Revenue (excl. gain on sale)(2) 2024: $3,827 million Up low single digits • Net interest margin is expected to be modestly higher than the 2024 full year rate as a result of mitigation actions taken in response to the CFPB late fee rule, partially offset by interest rate reductions by the Federal Reserve and our continued shift in risk and product mix. • Revenue guidance excludes portfolio sale gains. Adjusted total non-interest expenses(2) 2024: $1,953 million Positive operating leverage • Expect to deliver full year positive operating leverage, excluding any portfolio sale gains and the $107 million pre-tax impact in 2024 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) A preliminary injunction has been granted in the lawsuit challenging the CFPB's final late fee rule. We cannot provide any assurance regarding the outcome of this or any other litigation relating to the rule. See "Forward-Looking Statements" included elsewhere in this presentation. (2) Revenue (excl. gain on sale) and Adjusted total non-interest expenses are Non-GAAP Financial Measures. We believe these forward-looking, Non-GAAP financial measures may be a useful tool for the investment community in evaluating the ongoing operations of our company. 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.


 
11©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


 
12©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 1 2


 
13©2025 Bread Financial Continuing operations Total non-interest expenses increased 4% versus 4Q23 • Employee compensation and benefits increased due to higher incentive compensation and technology-related transformation costs. • Card and processing expenses decreased due primarily to lower fraud losses and reduced volume-related card and statement costs. • Marketing expenses increased due to higher spending associated with our DTC product offerings as well as continued spend with our brand partner programs. Efficiency ratio excluding gain on portfolio sale and impact from repurchased Convertible Notes⁽²⁾ 51% 57% 52% 51% 4Q23 4Q24 2023 2024 Total non-interest expenses excluding impact from repurchased Convertible Notes⁽¹⁾ $516 $525 $2,092 $1,953 4Q23 4Q24 2023 2024 Total non-interest expenses $22 $(3) $1 $2 $— $(2) Employee comp. and benefits: Card and processing: Info. processing and comm.: Marketing: Depreciation and amortization: Other: 10% -4% 1% 3% -2% -3% 4Q24 vs. 4Q23 change in non-interest expenses (1) Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” and "Reconciliation of GAAP to Non-GAAP Financial Measures". (2) Efficiency ratio represents Total non-interest expenses divided by Total net interest and non-interest income. Portfolio sale gains and the impact from repurchased Convertible Notes are removed to allow for more accurate comparisons. ($ in millions) +1% +590 bps ($ in millions) -7% -55 bps


 
14©2025 Bread Financial Diversified product and partner mix Product diversification 59% 47% 36% 48% 4% 3% 1% 2% Private label Co-brand Proprietary Bread Pay 4Q24 4Q24 Credit salesEnd-of-period loans Partner diversification 25% 29% 22% 18% 16% 27% 13% 9%6% 3%5% 4%4% 3%4% 4% 5% 3% Specialty apparel Health and beauty Travel and entertainment Jewelry Home Technology and electronics Proprietary card Sporting goods Other 4Q24 4Q24 Credit salesEnd-of-period loans


 
15©2025 Bread Financial Continuing operations ($ in millions) 4Q24 4Q23 4Q24 vs 4Q23 3Q24 4Q24 vs 3Q24 2024 2023 2024 vs 2023 Credit sales $ 7,898 $ 7,802 1% $ 6,464 22% $ 26,962 $ 28,900 (7%) Average credit card and other loans $ 18,156 $ 18,267 (1%) $ 17,766 2% $ 18,084 $ 18,216 (1%) End-of-period credit card and other loans $ 18,896 $ 19,333 (2%) $ 17,933 5% $ 18,896 $ 19,333 (2%) End-of-period direct-to-consumer deposits $ 7,687 $ 6,454 19% $ 7,483 3% $ 7,687 $ 6,454 19% Return on average assets(1) 0.1% 0.8% (0.7%) 0.1% —% 1.3% 3.3% (2.0%) Return on average equity(2) 0.9% 6.2% (5.3%) 0.4% 0.5% 8.7% 27.1% (18.4%) Return on average tangible common equity(3) 1.2% 8.5% (7.3%) 0.5% 0.7% 11.4% 38.0% (26.6%) Net interest margin(4) 17.8% 19.6% (1.8%) 18.8% (1.0%) 18.3% 19.5% (1.2%) Loan yield(5) 25.7% 27.7% (2.0%) 27.4% (1.7%) 26.7% 27.2% (0.5%) Efficiency ratio(6) 57.8% 50.8% 7.0% 58.4% (0.6%) 53.7% 48.8% 4.9% Double leverage ratio(7) 104.7% 123.9% (19.2%) 103.4% 1.3% 104.7% 123.9% (19.2%) Common equity tier 1 capital ratio(8) 12.4% 12.2% 0.2% 13.3% (0.9%) 12.4% 12.2% 0.2% Total risk-based capital ratio(9) 13.8% 13.6% 0.2% 14.6% (0.8%) 13.8% 13.6% 0.2% Total risk-weighted assets(10) $ 19,928 $ 20,140 (1%) $ 19,010 5% $ 19,928 $ 20,140 (1%) Tangible common equity / tangible assets ratio(11) 10.4% 9.6% 0.8% 11.2% (0.8%) 10.4% 9.6% 0.8% Tangible book value per common share(12) $ 46.97 $ 43.70 7% $ 47.48 (1%) $ 46.97 $ 43.70 7% Payment rate(13) 15.0% 14.5% 0.5% 14.0% 1.0% 15.0% 14.5% 0.5% Delinquency rate 5.9% 6.5% (0.6%) 6.4% (0.5%) 5.9% 6.5% (0.6%) Net loss rate 8.0% 8.0% —% 7.8% 0.2% 8.2% 7.5% 0.7% Reserve rate 11.9% 12.0% (0.1%) 12.2% (0.3%) 11.9% 12.0% (0.1%) The terms associated with footnotes (1) through (13) 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


 
16©2025 Bread Financial Continuing operations ($ in millions) 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 2023 2024 Credit sales $ 10,166 $ 7,373 $ 7,057 $ 6,668 $ 7,802 $ 6,030 $ 6,570 $ 6,464 $ 7,898 $ 28,900 $ 26,962 Year-over-year change 16% 7% (13%) (13%) (23%) (18%) (7%) (3%) 1% (12%) (7%) Average credit card and other loans $ 19,820 $ 19,405 $ 17,652 $ 17,540 $ 18,267 $ 18,546 $ 17,872 $ 17,766 $ 18,156 $ 18,216 $ 18,084 Year-over-year change 23% 17% 4% —% (8%) (4%) 1% 1% (1%) 3% (1%) End-of-period credit card and other loans $ 21,365 $ 18,060 $ 17,962 $ 17,922 $ 19,333 $ 18,185 $ 17,743 $ 17,933 $ 18,896 $ 19,333 $ 18,896 Year-over-year change 23% 7% 1% (1%) (10%) 1% (1%) —% (2%) (10%) (2%) End-of-period direct-to-consumer deposits $ 5,466 $ 5,630 $ 5,993 $ 6,098 $ 6,454 $ 6,984 $ 7,193 $ 7,483 $ 7,687 $ 6,454 $ 7,687 Year-over-year change 72% 58% 43% 18% 18% 24% 20% 23% 19% 18% 19% Return on average assets(1) (2.2%) 7.7% 1.2% 3.2% 0.8% 2.4% 2.4% 0.1% 0.1% 3.3% 1.3% Return on average equity(2) (23.3%) 73.0% 9.4% 24.8% 6.2% 17.5% 16.7% 0.4% 0.9% 27.1% 8.7% Return on average tangible common equity(3) (35.5%) 107.0% 13.2% 34.3% 8.5% 23.1% 21.8% 0.5% 1.2% 38.0% 11.4% Net interest margin(4) 19.1% 19.0% 18.7% 20.6% 19.6% 18.7% 18.0% 18.8% 17.8% 19.5% 18.3% Loan yield(5) 26.0% 26.6% 26.1% 28.6% 27.7% 27.0% 26.4% 27.4% 25.7% 27.2% 26.7% Efficiency ratio(6) 53.1% 42.2% 55.7% 48.7% 50.8% 48.6% 49.9% 58.4% 57.8% 48.8% 53.7% Double leverage ratio(7) 183.6% 158.6% 141.4% 127.4% 123.9% 118.0% 110.1% 103.4% 104.7% 123.9% 104.7% Common equity tier 1 capital ratio(8) 8.7% 11.8% 12.1% 12.9% 12.2% 12.6% 13.8% 13.3% 12.4% 12.2% 12.4% Total risk-based capital ratio(9) 10.1% 13.2% 13.4% 14.2% 13.6% 14.0% 15.1% 14.6% 13.8% 13.6% 13.8% Total risk-weighted assets(10) $ 22,065 $ 18,893 $ 18,745 $ 18,730 $ 20,140 $ 19,344 $ 18,859 $ 19,010 $ 19,928 $ 20,140 $ 19,928 Tangible common equity / tangible assets ratio(11) 6.0% 9.1% 9.4% 10.0% 9.6% 10.6% 11.3% 11.2% 10.4% 9.6% 10.4% Tangible book value per common share(12) $ 29.42 $ 38.44 $ 38.99 $ 42.45 $ 43.70 $ 45.96 $ 48.89 $ 47.48 $ 46.97 $ 43.70 $ 46.97 Payment rate(13) 16.4% 15.6% 15.0% 14.4% 14.5% 14.8% 14.4% 14.0% 15.0% 14.5% 15.0% Delinquency rate 5.5% 5.7% 5.5% 6.3% 6.5% 6.2% 6.0% 6.4% 5.9% 6.5% 5.9% Net loss rate 6.3% 7.0% 8.0% 6.9% 8.0% 8.5% 8.6% 7.8% 8.0% 7.5% 8.2% Reserve rate 11.5% 12.3% 12.3% 12.3% 12.0% 12.4% 12.2% 12.2% 11.9% 12.0% 11.9% The terms associated with footnotes (1) through (13) 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


 
17©2025 Bread Financial Continuing operations ($ in millions) 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 2023 2024 Total interest income $ 1,325 $ 1,335 $ 1,197 $ 1,301 $ 1,312 $ 1,300 $ 1,228 $ 1,277 $ 1,219 $ 5,145 $ 5,024 Total interest expense 195 218 205 219 237 248 241 240 231 879 960 Net interest income 1,130 1,117 992 1,082 1,075 1,052 987 1,037 988 4,266 4,064 Total non-interest income (97) 172 (40) (51) (58) (61) (48) (54) (62) 23 (226) Revenue 1,033 1,289 952 1,031 1,017 991 939 983 926 4,289 3,838 Net principal losses 312 342 351 304 367 394 382 347 367 1,365 1,489 Reserve build (release) 380 (235) (15) — 115 (73) (92) 22 50 (136) (92) Provision for credit losses 692 107 336 304 482 321 290 369 417 1,229 1,397 Total non-interest expenses 548 544 530 502 516 482 469 574 536 2,092 2,060 (Loss) income before income taxes (207) 638 86 225 19 188 180 40 (27) 968 381 Provision for income taxes (73) 183 22 52 (26) 53 47 37 (35) 231 102 Net (loss) income $ (134) $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 3 $ 8 $ 737 $ 279 Adjusted net income (loss)(1) $ (134) $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 94 $ 21 $ 737 $ 383 Pretax pre-provision earnings (PPNR)* $ 485 $ 745 $ 422 $ 529 $ 501 $ 509 $ 470 $ 409 $ 390 $ 2,197 $ 1,778 Less: Gain on portfolio sale — (230) — — — — (5) (4) (2) (230) (11) Add: Impact from repurchased Convertible Notes — — — — — — — 96 11 — 107 PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes* $ 485 $ 515 $ 422 $ 529 $ 501 $ 509 $ 465 $ 501 $ 399 $ 1,967 $ 1,874 Summary P&L results – trending * PPNR and PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes are 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©2025 Bread Financial 4Q24 2024 ($ in millions) Average balance Interest income / expense Average yield / rate Average balance Interest income / expense Average yield / rate Cash and investment securities $ 3,927 $ 44 4.4% $ 4,116 $ 204 5.0% Credit card and other loans 18,156 1,175 25.7% 18,084 4,820 26.7% Total interest-earning assets 22,083 1,219 22.0% 22,200 5,024 22.6% Direct-to-consumer (Retail) 7,564 90 4.7% 7,174 349 4.9% Wholesale deposits 5,336 57 4.3% 5,919 259 4.4% Interest-bearing deposits 12,900 147 4.5% 13,093 608 4.6% Secured borrowings 3,742 58 6.1% 3,576 236 6.6% Unsecured borrowings 1,036 26 10.1% 1,247 116 9.3% Interest-bearing borrowings 4,778 84 6.9% 4,823 352 7.3% Total interest-bearing liabilities $ 17,678 $ 231 5.2% $ 17,916 $ 960 5.4% Net interest income $ 988 $ 4,064 Net interest margin* 17.8% 18.3% * Net interest margin represents annualized Net interest income divided by average Total interest-earning assets. 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. Net interest margin


 
19©2025 Bread Financial ($ in millions) 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 Rolling 4 quarter avg. Total company Common equity tier 1 capital ratio(1) 8.7% 11.8% 12.1% 12.9% 12.2% 12.6% 13.8% 13.3% 12.4% 13.0% Total risk-based capital ratio(2) 10.1% 13.2% 13.4% 14.2% 13.6% 14.0% 15.1% 14.6% 13.8% 14.4% Total risk-weighted assets(3) $ 22,065 $ 18,893 $ 18,745 $ 18,730 $ 20,140 $ 19,344 $ 18,859 $ 19,010 $ 19,928 $ 19,285 Tangible common equity / tangible assets ratio(4) 6.0% 9.1% 9.4% 10.0% 9.6% 10.6% 11.3% 11.2% 10.4% 10.9% Tangible common equity + credit reserve rate(5) 18.4% 23.0% 23.2% 24.0% 23.2% 24.9% 25.9% 25.4% 24.1% 25.1% Comenity Bank Common equity tier 1 capital ratio(1) 18.4% 18.3% 18.8% 20.3% 19.7% 18.2% 18.0% 17.4% 16.5% 17.6% Total risk-based capital ratio(2) 19.7% 19.7% 20.1% 21.6% 21.1% 19.6% 19.4% 18.8% 17.9% 18.9% Comenity Capital Bank Common equity tier 1 capital ratio(1) 16.1% 21.7% 18.2% 18.5% 16.6% 17.5% 18.1% 16.0% 15.4% 16.8% Total risk-based capital ratio(2) 17.5% 23.0% 19.6% 19.9% 18.0% 18.9% 19.5% 17.4% 16.7% 18.1% As of December 31, 2024: • Total company liquidity of $6.6 billion, including all undrawn credit facilities and conduits at the banks; parent liquidity of $1.0 billion consisting of cash plus revolver capacity • Total company common equity tier 1 capital ratio of 12.4%, up 20 basis points versus a year ago • Banks remain well capitalized on a total risk-based capital basis, well above the 10% Well Capitalized threshold • Prudent interest rate management with no held-to-maturity securities Capital and liquidity 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.


 
20©2025 Bread Financial 5.0% 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% 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 3.8% 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% 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 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% (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. 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.


 
21©2025 Bread Financial Additional footnotes and definitions of terms Note (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 cardholders 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. 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) Double leverage: Double leverage ratio represents Parent Company investment in subsidiaries divided by BFH consolidated equity. (8) 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. (9) 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 the allowable portion of the Allowance for credit losses. (10) 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. (11) 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. (12) 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. (13) 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


 
22©2025 Bread Financial Additional footnotes and definitions of terms Capital and liquidity (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 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.


 
23©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 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. In addition, the Consumer Financial Protection Bureau (CFPB) has issued a final rule that, absent a successful legal challenge, will place significant limits on credit card late fees, which would have a significant impact on our business and results of operations for at least the short term and, depending on the effectiveness of the mitigating actions that we have taken or may in the future take in anticipation of, or in response to, the final rule, may potentially adversely impact us over the long term; we cannot provide any assurance as to the effective date of the rule, the result of any pending or future challenges or other litigation relating to the rule, or our ability to mitigate or offset the impact of the rule on our business and results of operations. 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.


 
24©2025 Bread Financial We prepare our audited 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, 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


 
25©2025 Bread Financial Reconciliation of GAAP to Non-GAAP financial measures ($ in millions, except per share amounts) 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 2023 2024 Adjusted total non-interest expenses Total non-interest expenses $ 548 $ 544 $ 530 $ 502 $ 516 $ 482 $ 469 $ 574 $ 536 $ 2,092 $ 2,060 Impact from repurchased Convertible Notes — — — — — — — 96 11 — 107 Adjusted total non-interest expenses $ 548 $ 544 $ 530 $ 502 $ 516 $ 482 $ 469 $ 478 $ 525 $ 2,092 $ 1,953 (Loss) income from continuing operations, net of taxes $ (134) $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 3 $ 8 $ 737 $ 279 Income (loss) from discontinued operations, net of taxes — — (16) (2) (2) (1) — (1) (1) (19) (2) Net (loss) income $ (134) $ 455 $ 48 $ 171 $ 43 $ 134 $ 133 $ 2 $ 7 $ 718 $ 277 Impact from repurchased Convertible Notes — — — — — — — 91 13 — 104 Adjusted net (loss) income $ (134) $ 455 $ 48 $ 171 $ 43 $ 134 $ 133 $ 93 $ 20 $ 718 $ 381 Adjusted (loss) income from continuing operations, net of taxes $ (134) $ 455 $ 64 $ 173 $ 45 $ 135 $ 133 $ 94 $ 21 $ 737 $ 383 Weighted average shares outstanding – diluted 50.0 50.1 50.3 50.1 49.6 49.7 50.2 51.0 50.9 50.0 50.4 (Loss) income from continuing operations per diluted share $ (2.68) $ 9.08 $ 1.27 $ 3.46 $ 0.90 $ 2.73 $ 2.65 $ 0.06 $ 0.15 $ 14.74 $ 5.54 Income (loss) from discontinued operations per diluted share — — (0.32) (0.04) (0.03) (0.03) 0.01 (0.01) (0.01) (0.40) (0.05) Net (loss) income per diluted share $ (2.68) $ 9.08 $ 0.95 $ 3.42 $ 0.87 $ 2.70 $ 2.66 $ 0.05 $ 0.14 $ 14.34 $ 5.49 Impact from repurchased Convertible Notes — — — — — — — 1.78 0.26 — 2.06 Adjusted net income per diluted share $ (2.68) $ 9.08 $ 0.95 $ 3.42 $ 0.87 $ 2.70 $ 2.66 $ 1.83 $ 0.40 $ 14.34 $ 7.55 Adjusted (loss) income from continuing operations per diluted share $ (2.68) $ 9.08 $ 1.27 $ 3.46 $ 0.90 $ 2.73 $ 2.65 $ 1.84 $ 0.41 $ 14.74 $ 7.60 Continued on the following page


 
26©2025 Bread Financial ($ in millions) 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 2023 2024 Pretax pre-provision earnings (PPNR) (Loss) income before income taxes $ (207) $ 638 $ 86 $ 225 $ 19 $ 188 $ 180 $ 40 $ (27) $ 968 $ 381 Provision for credit losses 692 107 336 304 482 321 290 369 417 1,229 1,397 Pretax pre-provision earnings (PPNR) $ 485 $ 745 $ 422 $ 529 $ 501 $ 509 $ 470 $ 409 $ 390 $ 2,197 $ 1,778 Less: Gain on portfolio sale — (230) — — — — (5) (4) (2) (230) (11) Add: Impact from repurchased Convertible Notes — — — — — — — 96 11 — 107 PPNR excluding gain on portfolio sale and impact from repurchased Convertible Notes $ 485 $ 515 $ 422 $ 529 $ 501 $ 509 $ 465 $ 501 $ 399 $ 1,967 $ 1,874 Average Tangible common equity Average Total stockholders’ equity $ 2,306 $ 2,496 $ 2,731 $ 2,795 $ 2,866 $ 3,120 $ 3,202 $ 3,314 $ 3,217 $ 2,722 $ 3,214 Less: average Goodwill and intangible assets, net (793) (794) (785) (775) (766) (759) (750) (748) (752) (780) (753) Average Tangible common equity $ 1,513 $ 1,702 $ 1,946 $ 2,020 $ 2,100 $ 2,361 $ 2,452 $ 2,566 $ 2,465 $ 1,942 $ 2,461 Tangible common equity (TCE) Total stockholders’ equity $ 2,265 $ 2,716 $ 2,736 $ 2,864 $ 2,918 $ 3,032 $ 3,170 $ 3,112 $ 3,051 $ 2,918 $ 3,051 Less: Goodwill and intangible assets, net (799) (790) (780) (771) (762) (753) (744) (754) (746) (762) (746) Tangible common equity (TCE) $ 1,466 $ 1,926 $ 1,956 $ 2,093 $ 2,156 $ 2,279 $ 2,426 $ 2,358 $ 2,305 $ 2,156 $ 2,305 Tangible assets (TA) Total assets $ 25,407 $ 21,970 $ 21,609 $ 21,608 $ 23,141 $ 22,299 $ 22,144 $ 21,736 $ 22,891 $ 23,141 $ 22,891 Less: Goodwill and intangible assets, net (799) (790) (780) (771) (762) (753) (744) (754) (746) (762) (746) Tangible assets (TA) $ 24,608 $ 21,180 $ 20,829 $ 20,837 $ 22,379 $ 21,546 $ 21,400 $ 20,982 $ 22,145 $ 22,379 $ 22,145 Reconciliation of GAAP to Non-GAAP financial measures


 

Exhibit 99.3

image_0.jpg


Bread Financial Declares Dividend on Common Stock


COLUMBUS, Ohio – January 30, 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 March 21, 2025 to stockholders of record at the close of business on February 14, 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

###


v3.24.4
Document and Entity Information Document
Jan. 30, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 30, 2025
Entity Registrant Name BREAD FINANCIAL HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-15749
Entity Tax Identification Number 31-1429215
Entity Address, Address Line One 3095 LOYALTY CIRCLE
Entity Address, City or Town COLUMBUS
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43219
City Area Code 614
Local Phone Number 729-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol BFH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001101215

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