X0202 4 2004-06-30 0001101215 ALLIANCE DATA SYSTEMS CORP ADS 0001212994 RATHER JONATHAN M C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK NY 10022 0 0 1 0 Common Stock 2004-06-30 4 J 0 3715000 D 1774942 I By Welsh, Carson, Anderson & Stowe VII, L.P. Common Stock 2004-06-30 4 J 0 1162 A 3028 D Distribution of shares by Welsh, Carson, Anderson & Stowe VII, L.P. to its partners. The Reporting Person is one of several general partners of the sole general partner of Welsh, Carson, Anderson & Stowe VII, L.P. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such limited partnership. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein, and/or that are not actually distributed to him. The Reporting Person also indirectly beneficially owns (i) 17,790,349 shares held by Welsh, Carson, Anderson & Stowe VIII, L.P. and (ii) 655,555 shares held by WCAS Capital Partners III, L.P. The Reporting Person is a managing member of the respective sole general partners of such limited partnerships. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such limited partnership. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein, and/or that are not actually distributed to him. Jonathan M. Rather 2004-06-30