8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2015

BLACKHAWK NETWORK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

001-35882	43-2099257
(Commission File Number)	(I.R.S. Employer Identification No.)

6220 Stoneridge Mall Road

Pleasanton, CA 94588

(Address of Principal Executive Offices, including Zip Code)

(Registrant’s Telephone Number, Including Area Code): (925) 226-9990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

On April 28, 2015, Blackhawk Network Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 28, 2015, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this report furnished pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release dated April 28, 2015
99.2	Q1 2015 Earnings Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACKHAWK NETWORK HOLDINGS, INC.
Date: April 28, 2015	By:	/s/ Kirsten E. Richesson
	Name:	Kirsten E. Richesson
	Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 28, 2015
99.2	Q1 2015 Earnings Presentation

EX-99.1

Exhibit 99.1

News Release

INVESTORS/ANALYSTS:	MEDIA:
Patrick Cronin	Teri Llach
(925) 226-9973	(925) 226-9028
investor.relations@bhnetwork.com	teri.llach@bhnetwork.com

Blackhawk Announces First Quarter 2015 Financial Results

Adjusted Operating Revenues Up 48% Versus First Quarter 2014

Adjusted Net Income Increases 266%

Pleasanton, California, April 28, 2015— Blackhawk Network Holdings, Inc. (NASDAQ: HAWK and HAWKB) today announced financial results for the first quarter ended March 28, 2015.

$ in millions except per share amounts	Q1'15		Q1'14			% Increase
Operating Revenues	$	319.7	$	233.1		37%
Adjusted Operating Revenues	$	164.4	$	110.8		48%
Adjusted EBITDA	$	27.2	$	12.0		127%
Adjusted Net Income	$	18.9	$	5.2		266%
Adjusted EPS (Diluted)	$	0.34	$	0.10		240%
EPS (GAAP Diluted)	$	0.08	$	(0.06	)	N/M

"Our U.S. and international retail segments began the year with good momentum, growing first quarter transaction dollar volume 26% and 29% respectively," commented CEO Bill Tauscher. "In our U.S. retail segment, which accounted for 64% of adjusted operating revenues, adjusted operating revenues grew 33% over last year's first quarter. This reflected strong sales of closed and open loop gift cards. International retail adjusted operating revenues grew 5%, or 19% on a constant currency basis, driven by sales of digital media products. In our incentives and rewards segment transaction dollar volume grew 294% primarily reflecting the acquisition of Parago, or 45% excluding 2014 acquisitions. Incentives and rewards, which generated 22% of worldwide adjusted operating revenues, grew its adjusted operating revenues 279%, or 47% excluding 2014 acquisitions. That brought Company-wide adjusted operating revenues to $164 million for the quarter, a 48% increase over the same period last year."

CFO Jerry Ulrich added, "Adjusted EBITDA grew 127%, higher than adjusted operating revenue growth due to expense leverage in sales and marketing and general and administrative expenses. Excluding 2014 acquisitions, our adjusted operating revenues grew 27% and adjusted EBITDA grew 94%. First quarter adjusted net income grew 266% to $18.9 million and adjusted diluted EPS totaled $0.34, an increase of 240% over the first quarter of 2014. Excluding a reduction in cash taxes payable related to our 2014 spin-off from Safeway and the realization of acquisition-related net operating losses, adjusted net income grew 153% and adjusted diluted EPS grew 143%."

Conference Call/Webcast

On Wednesday, April 29 at 6:00 a.m. PDT / 9:00 a.m. EDT the Company will host a conference call and live webcast to discuss first quarter financial results and provide financial guidance for the remainder of 2015. Hosting the call will be Bill Tauscher, Chief Executive Officer; Talbott Roche, President; and Jerry Ulrich, Chief Financial & Administrative Officer. Participants may access the live webcast by visiting the Company’s investor relations website at ir.blackhawknetwork.com. A copy of the webcast presentation slides will be posted to the presentations tab of the Company's investor relations website by 2 p.m. PDT on April 28, 2015. A replay of the webcast will be available on the Company's investor relations website until Wednesday, May 13, 2015.

GAAP financial results for the first quarter of 2015 compared to the first quarter of 2014

• Operating revenues totaled $319.7 million, an increase of 37% from $233.1 million for the quarter ended March 22, 2014. This increase was due to a 24% increase in commissions and fees driven primarily by higher closed loop gift card sales; a 105% increase in program, interchange, marketing and other fees due to strong open loop gift card sales in the U.S. retail segment and growth in the incentives and rewards segment, reflecting the acquisition of Parago in late 2014; and a 36% increase in product sales primarily due to growth at Cardpool.

• Net income totaled $4.7 million compared to net loss of $2.8 million for the quarter ended March 22, 2014. The increase was driven primarily by a 37% increase in operating revenues and a $4.1 million non-cash contingent consideration credit related to the acquisition of CardLab, partially offset by higher operating expenses including amortization of intangibles and interest expense related to the acquisition of Parago.

• Earnings per diluted share was $0.08 compared to net loss per diluted share of $0.06 for the quarter ended March 22, 2014. Diluted shares outstanding increased 6% to 55.4 million due to the dilutive effect of stock options and restricted stock awards in the 2015 period as compared to the 2014 period in which diluted shares were the same as average shares outstanding because of the net loss in the 2014 period.

Non-GAAP financial results for the first quarter of 2015 compared to the first quarter of 2014 (see Table 2 for Reconciliation of Non-GAAP Measures)

• Adjusted operating revenues totaled $164.4 million, an increase of 48% from $110.8 million for the quarter ended March 22, 2014. Excluding our 2014 acquisitions, adjusted operating revenues grew 27%, or 30% on a constant currency basis.

• Adjusted EBITDA totaled $27.2 million, an increase of 127% from $12.0 million for the quarter ended March 22, 2014. Excluding 2014 acquisitions, adjusted EBITDA increased 94%, or 99% on a constant currency basis.

• Adjusted net income totaled $18.9 million, an increase of 266% from $5.2 million for the quarter ended March 22, 2014. Excluding the impact of the reduction in cash taxes payable, adjusted net income was $9.6 million, an increase of 153% from $3.8 million for the quarter ended March 22, 2014. Adjusted net income grew faster than adjusted EBITDA primarily due to slower growth in depreciation as compared to adjusted EBITDA growth and a 210 basis point reduction in the first quarter 2015 effective tax rate on adjusted income before taxes as compared to 2014. The lower tax rate was due primarily to tax benefits from foreign rate differential resulting from jurisdictional mix of pre-tax income and lower operating losses of certain foreign subsidiaries for which we do not recognize an income tax benefit.

• Adjusted diluted EPS was $0.34, an increase of 240% from $0.10 for the quarter ended March 22, 2014. Excluding the impact of the reduction in cash taxes payable, adjusted diluted EPS increased 143% to $0.17.

About Blackhawk Network

Blackhawk Network Holdings, Inc. is a leading prepaid and payments global company that supports the program management and distribution of gift cards, prepaid telecom products and financial service products in a number of different retail, digital and incentive channels. Blackhawk’s digital platform supports prepaid across a network of digital distribution partners including retailers, financial service providers, and mobile wallets. For more information, please visit www.blackhawknetwork.comandwww.giftcardmall.com.

Use of Non-GAAP Financial Measures

Blackhawk regards the non-GAAP financial measures provided in this press release as useful measures of the operational and financial performance of its business. Reconciliations of non-GAAP financial measures to Blackhawk’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. The use of non-GAAP financial measures has certain limitations as they do not reflect all items of income, expense, or cash flows that affect Blackhawk’s financial performance under GAAP. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. In addition, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Blackhawk encourages investors and others to review Blackhawk’s financial information in its entirety and not rely on any single financial measure.

Forward Looking Statements

This press release may contain certain 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 are indicated by words or phrases such as "guidance," "believes," "expects," "anticipates," "estimates," "plans," "continuing," "ongoing," and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: our ability to generate adequate taxable income to enable us to fully utilize the cash tax benefits referred to in this release, changes in applicable tax law that preclude us from fully utilizing the cash tax benefits referred to in this release, our ability to grow adjusted operating revenues and adjusted net income as anticipated, our ability to grow at historic rates or at all, the consequences should we lose one or more of our top distribution partners or fail to attract new distribution partners to our network or if the financial performance of our distribution partners' businesses decline, our reliance on our content providers, the demand for their products and our exclusivity arrangements with them, our reliance on relationships with card issuing banks, the consequences to our future growth if our distribution partners fail to actively and effectively promote our products and services, the requirement that we comply with applicable laws and regulations, including increasingly stringent money-laundering rules and regulations, and other risks and uncertainties described in our reports and filings with the Securities and Exchange Commission, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K and other subsequent periodic reports we have filed with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law.

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)
	12 weeks ended
	March 28, 2015			March 22, 2014
OPERATING REVENUES:
Commissions and fees	$	220,402		$	178,095
Program, interchange, marketing and other fees	73,104			35,665
Product sales	26,225			19,355
Total operating revenues	319,731			233,115
OPERATING EXPENSES:
Partner distribution expense	155,354			124,307
Processing and services	64,208			41,625
Sales and marketing	43,593			33,078
Costs of products sold	24,903			19,304
General and administrative	18,748			14,603
Transition and acquisition	175			2
Amortization of acquisition intangibles	5,974			4,409
Change in fair value of contingent consideration	(4,139		)	—
Total operating expenses	308,816			237,328
OPERATING INCOME (LOSS)	10,915			(4,213		)
OTHER INCOME (EXPENSE):
Interest income and other income (expense), net	(801		)	(409		)
Interest expense	(2,757		)	(45		)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE	7,357			(4,667		)
INCOME TAX EXPENSE (BENEFIT)	2,620			(1,783		)
NET INCOME (LOSS) BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS	4,737			(2,884		)
Net (income) loss attributable to non-controlling interests, net of tax	(31		)	43
NET INCOME (LOSS) ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.	$	4,706		$	(2,841	)
EARNINGS (LOSS) PER SHARE:
Basic – Class A and Class B	$	0.09		$	(0.06	)
Diluted – Class A and Class B	$	0.08		$	(0.06	)
Weighted average shares outstanding—basic	53,323			52,095
Weighted average shares outstanding—diluted	55,416			52,095

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	March 28, 2015			January 3, 2015			March 22, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	219,416		$	911,615		$	134,831
Restricted cash	3,189			5,000			—
Settlement receivables, net	237,233			526,587			184,395
Accounts receivable, net	176,620			181,431			117,614
Deferred income taxes	33,713			38,456			20,145
Other current assets	93,860			95,658			64,945
Total current assets	764,031			1,758,747			521,930
Property, equipment and technology, net	132,014			130,008			82,156
Intangible assets, net	161,040			170,957			93,351
Goodwill	328,510			331,265			133,633
Deferred income taxes	330,686			1,678			727
Other assets	86,285			93,086			82,194
TOTAL ASSETS	$	1,802,566		$	2,485,741		$	913,991
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Settlement payables	$	462,346		$	1,383,481		$	370,757
Consumer and customer deposits	103,575			133,772			55,093
Accounts payable and accrued operating expenses	103,887			117,118			76,577
Note payable, current portion	37,384			11,211			—
Notes payable to Safeway	19,449			27,678			113,000
Bank line of credit	10,000			—			—
Other current liabilities	57,883			102,352			36,595
Total current liabilities	794,524			1,775,612			652,022
Deferred income taxes	8,101			45,375			24,501
Note payable	325,208			362,543			—
Other liabilities	10,096			14,432			7,549
Total liabilities	1,137,929			2,197,962			684,072
Stockholders’ equity:
Preferred Stock	—			—			—
Class A common stock	13			13			12
Class B common stock	41			41			41
Additional paid-in capital	519,668			137,916			112,546
Treasury stock	—			—			(305		)
Accumulated other comprehensive loss	(29,059		)	(19,470		)	(3,397		)
Retained earnings	167,081			162,439			114,067
Total Blackhawk Network Holdings, Inc. equity	657,744			280,939			222,964
Non-controlling interests	6,893			6,840			6,955
Total stockholders’ equity	664,637			287,779			229,919
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,802,566		$	2,485,741		$	913,991

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	12 weeks ended						53 weeks ended			52 weeks ended
	March 28, 2015			March 22, 2014			March 28, 2015			March 22, 2014
OPERATING ACTIVITIES:
Net income (loss) before allocation to non-controlling interests	$	4,737		$	(2,884	)	$	53,046		$	50,543
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and technology	8,395			5,386			31,557			22,502
Amortization of intangibles	6,999			5,532			25,838			12,168
Amortization of program development costs	6,454			5,657			25,248			22,518
Employee stock-based compensation expense	4,989			2,670			17,684			9,560
Distribution partner mark-to-market expense	—			622			690			9,103
Change in fair value of contingent consideration	(4,139		)	—			(7,861		)	(15,318		)
Reversal of reserve for patent litigation	—			—			(3,852		)	—
Excess tax benefit from stock-based awards	(2,491		)	(779		)	(4,442		)	(3,190		)
Deferred income taxes	13,371			—			1,546			(1,053		)
Other	1,308			956			5,400			4,596
Changes in operating assets and liabilities:
Settlement receivables	284,100			625,608			(65,095		)	(23,167		)
Settlement payables	(914,632		)	(1,109,862		)	109,225			33,792
Accounts receivable, current and long-term	4,934			15,134			(44,198		)	(26,830		)
Prepaid expenses and other current assets	(4,027		)	5,446			(11,753		)	(9,526		)
Other assets	(529		)	(4,978		)	(23,930		)	(40,892		)
Consumer and customer deposits	(30,198		)	178			4,720			425
Accounts payable and accrued operating expenses	(10,507		)	(22,249		)	12,684			21,442
Other current and long-term liabilities	(21,403		)	(24,048		)	21,621			7,134
Income taxes, net	(22,583		)	(21,475		)	(17,960		)	(22,838		)
Net cash provided by (used in) operating activities	(675,222		)	(519,086		)	130,168			50,969
INVESTING ACTIVITIES:
Change in overnight cash advances to Safeway	—			—			—			40,155
Expenditures for property, equipment and technology	(13,843		)	(8,538		)	(45,014		)	(32,456		)
Business acquisitions, net of cash received	—			(1,341		)	(236,264		)	(150,711		)
Sale of trading securities	—			—			—			29,749
Change in restricted cash	1,811			—			(3,189		)	8,968
Other	—			—			(499		)	(650		)
Net cash used in investing activities	(12,032		)	(9,879		)	(284,966		)	(104,945		)

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (In thousands) (Unaudited)
	12 weeks ended						53 weeks ended			52 weeks ended
	March 28, 2015			March 22, 2014			March 28, 2015			March 22, 2014
FINANCING ACTIVITIES:
Dividends paid	(64		)	(67		)	(80		)	(129		)
Payments for acquisition liability	(1,811		)	—			(1,811		)	(4,221		)
Proceeds from issuance of note payable	—			—			375,000			—
Payments of costs for issuance of note payable	—			—			(3,783		)	—
Repayment of note payable	(11,250		)	—			(11,250		)	—
Borrowings under revolving bank line of credit	387,500			—			602,500			—
Repayments on revolving bank line of credit	(377,500		)	—			(592,500		)	—
Proceeds from notes payable to Safeway	—			—			27,678			—
Borrowings under Safeway line of credit, net	—			113,000			(113,000		)	113,000
Repayment of debt assumed in business acquisitions	—			—			(41,984		)	—
Payments for initial public offering costs	—			—			—			(4,396		)
Reimbursements for initial public offering costs	—			—			—			5,540
Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans	1,441			1,566			8,955			5,114
Other stock-based compensation related	(486		)	(374		)	(975		)	(854		)
Excess tax benefit from stock-based awards	2,491			779			4,442			3,190
Other	—			—			(44		)	435
Net cash provided by financing activities	321			114,904			253,148			117,679
Effect of exchange rate changes on cash and cash equivalents	(5,266		)	(1,488		)	(13,765		)	(3,899		)
Increase (decrease) in cash and cash equivalents	(692,199		)	(415,549		)	84,585			59,804
Cash and cash equivalents—beginning of period	911,615			550,380			134,831			75,027
Cash and cash equivalents—end of period	$	219,416		$	134,831		$	219,416		$	134,831
NONCASH FINANCING AND INVESTING ACTIVITIES
Net deferred tax assets recognized for tax basis step-up with offset to Additional paid-in capital	$	366,306		$	—		$	366,306		$	—
Note payable to Safeway contributed to Additional paid-in capital	$	8,229		$	—		$	8,229		$	—
Financing of business acquisition with contingent consideration	$	—		$	—		$	13,100		$	—

BLACKHAWK NETWORK HOLDINGS, INC.

SUPPLEMENTAL INFORMATION

(In thousands except percentages, average transaction value and per share amounts)

(Unaudited)

TABLE 1: OTHER OPERATIONAL DATA
	12 weeks ended
	March 28, 2015			March 22, 2014
Transaction dollar volume	$	3,110,533		$	2,187,704
Transaction count	60,280			44,638
Average transaction value	$	51.60		$	49.01
Prepaid and processing revenues	$	278,775		$	205,534
Prepaid and processing revenues as a % of transaction dollar volume	9.0		%	9.4		%
Partner distribution expense as a % of prepaid and processing revenues	55.7		%	60.5		%

TABLE 2: RECONCILIATION OF NON-GAAP MEASURES
	12 weeks ended
	March 28, 2015			March 22, 2014
Prepaid and processing revenues:
Commissions and fees	$	220,402		$	178,095
Program, interchange, marketing and other fees	73,104			35,665
Marketing revenues	(14,731		)	(8,226		)
Total prepaid and processing revenues	$	278,775		$	205,534
Adjusted operating revenues:
Total operating revenues	$	319,731		$	233,115
Issuing bank contract amendments	—			1,955
Partner distribution expense	(155,354		)	(124,307		)
Adjusted operating revenues	$	164,377		$	110,763
Adjusted EBITDA:
Net income (loss) before allocation to non-controlling interests	$	4,737		$	(2,884	)
Interest income and other income (expense), net	801			409
Interest expense	2,757			45
Income tax expense (benefit)	2,620			(1,783		)
Depreciation and amortization	15,394			10,918
EBITDA	26,309			6,705
Adjustments to EBITDA:
Employee stock-based compensation	4,989			2,670
Distribution partner mark-to-market expense	—			622
Issuing bank contract amendments	—			1,955
Change in fair value of contingent consideration	(4,139		)	—
Adjusted EBITDA	$	27,159		$	11,952
Adjusted EBITDA margin:
Total operating revenues	$	319,731		$	233,115
Operating income (loss)	$	10,915		$	(4,213	)
Operating margin	3.4		%	(1.8		)%
Adjusted operating revenues	$	164,377		$	110,763
Adjusted EBITDA	$	27,159		$	11,952
Adjusted EBITDA margin	16.5		%	10.8		%

TABLE 2: RECONCILIATION OF NON-GAAP MEASURES (continued)
	12 weeks ended
	March 28, 2015			March 22, 2014
Adjusted net income:
Income (loss) before income tax expense	$	7,357		$	(4,667	)
Employee stock-based compensation	4,989			2,670
Distribution partner mark-to-market expense	—			622
Issuing bank contract amendments	—			1,955
Change in fair value of contingent consideration	(4,139		)	—
Amortization of intangibles	6,999			5,532
Adjusted income before income tax expense	15,206			6,112
Income tax expense (benefit)	2,620			(1,783		)
Tax expense on adjustments	2,921			4,134
Adjusted income tax expense before cash tax benefits	5,541			2,351
Reduction in cash taxes payable resulting from amortization of spin-off tax basis step-up	(6,618		)	—
Reduction in cash taxes payable from amortization of acquisition intangibles and utilization of acquired NOLs	(2,690		)	(1,372		)
Adjusted income tax expense (benefit)	(3,767		)	979
Adjusted net income before allocation to non-controlling interests	18,973			5,133
Net (income) loss attributable to non-controlling interests, net of tax	(31		)	43
Adjusted net income attributable to Blackhawk Network Holdings, Inc.	$	18,942		$	5,176
Adjusted diluted earnings per share:
Net income (loss) attributable to Blackhawk Network Holdings, Inc.	$	4,706		$	(2,841	)
Distributed and undistributed earnings allocated to participating securities	(51		)	(38		)
Net income (loss) attributable to common shareholders	$	4,655		$	(2,879	)
Diluted weighted-average shares outstanding	55,416			52,095
Diluted earnings (loss) per share	$	0.08		$	(0.06	)
Adjusted net income attributable to Blackhawk Network Holdings, Inc.	$	18,942		$	5,176
Adjusted distributed and undistributed earnings allocated to participating securities	(97		)	(59		)
Adjusted net income available for common shareholders	$	18,845		$	5,117
Diluted weighted-average shares outstanding	55,416			52,095
Increase in common share equivalents	—			1,597
Adjusted diluted weighted-average shares outstanding	55,416			53,692
Adjusted diluted earnings per share	$	0.34		$	0.10

TABLE 3: RECONCILIATION OF GAAP CASH FLOW TO FREE CASH FLOW

	12 weeks ended						53 weeks ended			52 weeks ended
	March 28, 2015			March 22, 2014			March 28, 2015			March 22, 2014
Net cash flow provided by (used in) operating activities	$	(675,222	)	$	(519,086	)	$	130,168		$	50,969
Changes in settlement payables and consumer and customer deposits, net of settlement receivables	660,730			484,076			(48,850		)	(11,050		)
Adjusted net cash provided by (used in) operating activities	(14,492		)	(35,010		)	81,318			39,919
Expenditures for property, equipment and technology	(13,843		)	(8,538		)	(45,014		)	(32,456		)
Free cash flow	(28,335		)	(43,548		)	36,304			7,463

EX-99.2

1 Q1 Earnings Report April 29, 2015 6:00 am Pacific © 2015 Blackhawk Network. Confidential and not for replication or distribution.

Forward Looking Statements This presentation may contain certain 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 are indicated by words or phrases such as "guidance," "believes," "expects," "anticipates," "estimates," "plans," "continuing," "ongoing," and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: our ability to meet our financial forecasts for the current year; our ability to achieve anticipated cost savings; our ability to generate adequate taxable income to enable us to fully utilize the cash tax benefits referred to in this presentation; changes in applicable tax law that preclude us from fully utilizing the cash tax benefits referred to in this presentation; our ability to successfully integrate our recent acquisitions into our company and to realize the forecasted synergies of our incentives and rewards business; our ability to grow adjusted operating revenues and adjusted net income as anticipated, our ability to grow at historic rates or at all, the consequences should we lose one or more of our top distribution partners or fail to attract new distribution partners to our network or if the financial performance of our distribution partners' businesses decline, our reliance on our content providers, the demand for their products and our exclusivity arrangements with them, our reliance on relationships with card issuing banks, the consequences to our future growth if our distribution partners fail to actively and effectively promote our products and services, the requirement that we comply with applicable laws and regulations, including increasingly stringent money-laundering rules and regulations and other risks and uncertainties described in our reports and filings with the Securities and Exchange Commission, including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K, and other subsequent periodic reports we have filed with the SEC. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law. © 2015 Blackhawk Network. Confidential and not for replication or distribution. 2

Overview – 2015 Segment Reporting U.S. Retail International Retail Incentives & Rewards © 2015 Blackhawk Network. Confidential and not for replication or distribution. 3 From time to time we may provide data for “online and digital” product sales which includes all online sales and certain web-based B2B fulfillment of our content in physical or digital formats and which are included in the respective reporting segments above. Includes gift cards, reloadable debit and prepaid telecom cards sold at retail and digital distribution partners, and all “product sales” in the U.S. Includes sales of software solutions, prepaid cards and other services to businesses for use as employee, channel and consumer incentives Includes gift cards and reloadable debit cards sold at retail and digital distribution partners and “product sales” outside the U.S.

Continued Growth in Transaction Dollar Volume (TDV) and Adjusted Operating Revenues (AOR) 4 © 2015 Blackhawk Network. Confidential and not for replication or distribution. Q1 YOY TDV growth – 2015 +42% – 2014 +36% – 2013 +23% $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 1 Q 1 3 2 Q 1 3 3 Q 1 3 4 Q 1 3 1 Q 1 4 2 Q 1 4 3 Q 1 4 4 Q 1 4 1 Q 1 5 TDV (in billions) $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 1 Q 1 3 2 Q 1 3 3 Q 1 3 4 Q 1 3 1 Q 1 4 2 Q 1 4 3 Q 1 4 4 Q 1 4 1 Q 1 5 AOR (in millions) Q1 YOY AOR growth – 2015 +48% – 2014 +28% – 2013 +20%

Adjusted EBITDA and Adjusted EPS Quarterly Trend 5 © 2015 Blackhawk Network. Confidential and not for replication or distribution. Q1 YOY Adjusted EBITDA growth – 2015 +127% – 2014 +62% – 2013 -26% Q1 YOY Adjusted EPS growth – 2015 +240% – 2014 +150% – 2013 -50% $- $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 1 Q 1 3 2 Q 1 3 3 Q 1 3 4 Q 1 3 1 Q 1 4 2 Q 1 4 3 Q 1 4 4 Q 1 4 1 Q 1 5 Adjusted EBITDA (in millions) $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 1 Q 1 3 2 Q 1 3 3 Q 1 3 4 Q 1 3 1 Q 1 4 2 Q 1 4 3 Q 1 4 4 Q 1 4 1 Q 1 5 Adjusted EPS

Key Financial Metrics (non-GAAP) Q1’15 vs Q1’14 6 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions except EPS) Q1 ’15 Q1 ’14 % Change Adjusted Operating Revenues (AOR) $ 164 $ 111 48% Adjusted EBITDA $ 27 $ 12 127% Adjusted EBITDA Margin 17% 11% Adjusted Net Income $ 19 $ 5 266% Adjusted Diluted EPS $0.34 $0.10 240% • Leverage at EBITDA line due to increase in profitability across all segments • Adjusted net income includes reduction in cash taxes payable related to 2014 spin-off from Safeway and acquisition related NOLs • $9.3M or $0.17 per diluted share for 1Q’15 (vs $1.4M or $0.03 per diluted share for 1Q’14)

Segment Financial Metrics (non-GAAP) Q1’15 vs. Q1’14 7 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) US Retail Int’l Retail BES Unallocated Total TDV 2015 $ 1,964 $ 645 $ 502 $ 3,111 TDV 2014 $ 1,560 $ 500 $ 128 $ 2,188 % Increase 26% 29% 294% 42% AOR 2015 $ 105 $ 23 $ 36 $ 164 AOR 2014 $ 80 $ 22 $ 9 $ 111 % Increase 33% 5% 279% 48% Adjusted EBITDA 2015 $ 44 $ 3 $ 7 $ (27) $ 27 Adjusted EBITDA 2014 $ 33 $ 2 $ 1 $ (24) $ 12 % Increase 37% 51% 360% 14% 127% Note: Unallocated is primarily shared services expenses

Transaction Dollar Volume % of Total by Segment 8 © 2015 Blackhawk Network. Confidential and not for replication or distribution. US Retail - strong sales at top partners including Kroger, Safeway, Ahold & Simon Malls International Retail - strong sales in Asia-Pac, primarily digital media content Incentives & Rewards - includes Parago acquisition; >40% organic growth 63% 21% 16% Q1’15 71% 23% 6% Q1’14

Adjusted Operating Revenues % of Total by Segment 9 © 2015 Blackhawk Network. Confidential and not for replication or distribution. 64% 14% 22% Q1’15 72% 20% 8% Q1’14 US Retail - strong sales of closed & open gift cards and Cardpool exchange International Retail - constant currency growth 19%; lower AOR growth vs. TDV due to higher mix of Japan (lower revenue, minimal expenses) Incentives & Rewards - excluding 2014 acquisitions growth >40%

U.S. Retail % Productivity improvements at existing distribution partners drove ~80% of YOY TDV growth for Q1’15 AOR grew 33% and was 5.4% of TDV, +30 bps vs 2014 due to growth in marketing revenues and product sales. Pro forma AOR up 22% YOY excluding marketing and product Expect to migrate additional 1,000 grocery locations from “basic” to “best practices” during FY 2015 Margin leverage based on gift card growth and improved contribution from Financial Services, Cardpool and Online channel © 2015 Blackhawk Network. Confidential and not for replication or distribution. 10

Online and Digital Just under 400 egift brands in U.S. – 35 of our top 50 content providers are live with egift Content providers doubling marketing spend and events in FY15 10 new digital distribution partners launched in 2014 Digital transaction dollar volume growing over 200% © 2015 Blackhawk Network. Confidential and not for replication or distribution. 11

International Retail Productivity improvement at existing distribution partners represented ~85% of YOY TDV growth for Q1’15 AOR growth 5% (19% in constant currency) - digital media content (iTunes, Google Play, Xbox) driving growth in regions with lower revenue yield Expect to launch Poland, Indonesia, and India over the next several quarters © 2015 Blackhawk Network. Confidential and not for replication or distribution. 12 FX impact expected to worsen – FY15 adjusted EBITDA impact of $3.8M vs. $2.5M impact per guidance ($0.6M impact in Q1’15)

Incentives & Rewards 2015 outlook for “pro forma organic” Transaction Dollar Volume growth of 15% to 20% (as if we owned Parago for all of 2014) Q1 AOR growth >40% excluding 2014 acquisitions; cross selling opportunities into Blackhawk retail developing Synergies on track to yield cost savings of $8M for fiscal 2016 Full year projected Adjusted EBITDA margins 22%-24% © 2015 Blackhawk Network. Confidential and not for replication or distribution. 13 %

Financial Details

Revenue Ratios - Q1’15 vs Q1’14 15 © 2015 Blackhawk Network. Confidential and not for replication or distribution. Q1‘15 Q1‘14 Change FY Est* Prepaid and Processing Revenues (PPR) % of TDV 9.0% 9.4% -0.4% 9.1% Partner Distribution Expense (PDE) % of PPR 55.7% 60.5% -4.8% 57.1% Adjusted Operating Revenues (AOR) % of TDV 5.3% 5.1% +0.2% 5.2% Pro Forma Adjusted Operating Revenues % of TDV 4.0% 3.9% 0.1% 3.9% • PPR as % of TDV lower due to higher mix of open loop vs closed loop • PDE as a % of PPR lower due to addition of Parago and higher mix of US open loop • AOR increase due to faster growth in marketing revenues and product sales Note: PPR is total revenues excluding marketing revenues and product sales. See reconciliation to Pro forma AOR in Appendix * Current point estimate of full year ratios

Expense Ratios - Q1’15 vs Q1’14 16 © 2015 Blackhawk Network. Confidential and not for replication or distribution. Q1‘15 Q1‘14 Change FY Est* Processing & Services % of Pro Forma AOR 50.5% 48.4% 2.1% 46.2% Sales & Marketing , Net % of Pro Forma AOR 22.2% 28.3% -6.1% 21.7% G&A % of Pro Forma AOR 13.1% 15.6% -2.5% 11.3% • Processing & Services increase due to higher mix of open loop products and rebate processing expenses as a result of Parago acquisition • Sales & Marketing (net of marketing revenues) lower due to Parago’s smaller ratio of marketing spend and due to AOR growth rate in Retail • G&A leverage due to strong retail sales growth Note: Expenses exclude non-cash items * Current point estimate of full year ratios

Product Sales and Margin 17 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Q1‘15 Q1‘14 % Change FY Est* Product Sales $ 26.2 $ 19.4 35% 33% Cost of Products Sold 24.9 19.3 29% 32% Product Gross Profit $ 1.3 $ 0.1 >500% +55% Product Gross Margin 5.0% 0.3% 6.0% • Q1 Product Sales: comprised of Cardpool (85% of total, up 51% YOY), telecom handsets and card services & processing * Current point estimate of full year growth rate and margin

Adjusted EBITDA Bridge – Q1’15 vs Q1’14 18 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Existing 2014 Acquisitions Total Q1 2014 Adjusted EBITDA $ 12 $ 0 $ 12 AOR 30 24 54 OPEX (18) (20) (38) FX rate impact (1) 0 (1) Q1 2015 Adjusted EBITDA $ 23 $ 4 $ 27 % increase YOY 90% NA 127%

Q1’15 Adjusted EBITDA -> Adjusted Net Income 19 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Existing 2014 Acquisitions Total Q1 2015 Adjusted EBITDA $ 23 $ 4 $ 27 Depreciation (6) (2) (8) Interest, net (2) (2) (4) Adjusted income before taxes 15 0 15 Income taxes (6) - (6) Adjusted net income before reduction in cash taxes payable 9 0 9 Add: Reduction in cash taxes payable 7 3 10 Q1 2015 Adjusted Net Income $ 16 $ 3 $ 19

Adjusted EPS Bridge – Q1’15 vs. Q1’14 20 © 2015 Blackhawk Network. Confidential and not for replication or distribution. Total Tax Benefits Total Excl Tax Q1 2014 Adjusted EPS $ 0.10 $ 0.03 $ 0.07 Growth from existing businesses 0.11 0.11 Growth from 2014 acquisitions 0.06 0.02 0.04 Less: Depreciation increase 1st year (0.02) (0.02) Less: Interest increase 1st year (0.02) (0.02) Net increase from acquisitions 0.02 0.02 - Cash tax benefit – spin-off 0.12 0.12 - FX rate impact (0.01) (0.01) Increased interest – spin-off (0.01) (0.01) Tax rate Benefit 0.01 0.01 Q1 2015 Adjusted EPS $ 0.34 $ 0.17 $ 0.17

Q2’15 Financial Guidance 21 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions except EPS) Q2’15 Guidance Q2’14 Actual % Change Adjusted Operating Revenues $171- $181 $134.7 27% - 34% Adjusted EBITDA $25 - $27 $21.6 16% - 25% Adjusted Net Income before Reduction in Cash Taxes Payable $8.2 - $8.9 $9.2 -11% to -3% Adjusted Diluted EPS before Reduction in Cash Taxes Payable $0.15 - $0.16 $0.17 -12% to -6% Adjusted Net Income $17.5 - $18.2 $14.8 18% to 23% Adjusted Diluted EPS $0.31 - $0.33 $0.28 11% to 18% • Q2’14 included a litigation settlement pre-tax gain of $3.9 million ($0.044 diluted EPS) • Reduction in cash taxes payable expected to be $9.3 million, $3.7 million more than PY • Projected share count 56.0 million vs 53.7 million

2015 Annual Financial Guidance Update 22 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions except EPS) FY 2015 Guidance FY 2014 Actual % Change Adjusted Operating Revenues $840M-$875M $683M 23%-28% Adjusted EBITDA $180M-$190M $145M 24%-31% Adjusted Net Income before Reduction in Cash Taxes Payable $80M-$86M $69M 16%-25% Adjusted Diluted EPS before Reduction in Cash Taxes Payable $1.43 - $1.53 $1.27 13%-20% Adjusted Net Income $119M-$125M $97M 23%-29% Adjusted Diluted EPS $2.13 - $2.23 $1.77 20%-26% • Raising FY’15 guidance upper range by $0.05 to $2.23 compared to original guidance provided on February 26

Trailing 4 Quarters Cash Flow © 2015 Blackhawk Network. Confidential and not for replication or distribution. 23 ($ in millions) 53 Weeks Ended Q1‘15 52 Weeks Ended Q1‘14 Change Cash flows from operating activities: Net income $ 53 $ 51 $ 2 Noncash reconciling items 95 65 30 Income tax related, net (21) (27) 6 Changes in settlement accounts 49 11 38 Changes in other operating accounts (46) (49) 3 Net cash provided by operating activities 130 51 79 Cash flows from investing activities (285) (105) (180) Cash flows from financing activities 253 118 135 Impact of FX (14) (4) (10) Net increase in cash $ 84 $ 60 $ 24

GAAP Cash Flows to Free Cash Flows Reconciliation 24 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) 53 Weeks Ended Q1‘15 52 Weeks Ended Q1‘14 Change Net cash provided by operating activities $ 130 $ 51 $ 79 Change in settlement accounts (49) (11) (38) Adjusted net cash provided by operating activities 81 40 41 Capital expenditures (45) (33) (12) Free cash flow $ 36 $ 7 $ 29

Appendix

GAAP Revenues, Adjusted Operating Revenues (AOR) and Pro Forma AOR Reconciliation 26 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Q1‘15 Q1‘14 % Change Total Operating Revenues $ 319 $ 233 37% Less: Partner Distribution Expense (155) (124) 25% Add: Bank Amendments - 2 Adjusted Operating Revenues 164 111 48% Less: Marketing Revenues (15) (8) 79% Less: Product Sales (26) (19) 36% Add: Mark-to-Market and Intangible 1 1 8% Pro Forma Adjusted Operating Revenues $ 124 $ 85 47% • Pro forma Adjusted Operating Revenues measure expense leverage • Marketing revenues are a pass through with offset in sales and marketing expense • Product sales and cost of product sales are separate line items on the income statement and product sales don’t drive material other operating expenses • Mark-to-market and intangible expense adjustments represent equity-related items

GAAP Net Income to Adjusted EBITDA Reconciliation 27 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Q1‘15 Q1‘14 % Change Net income $ 5 $ (3) N/M Interest and other income 1 1 96% Interest expense 3 - N/M Income tax expense 2 (2) N/M Depreciation and amortization 15 11 41% EBITDA 26 7 292% Employee stock-based compensation 5 2 87% Distribution partner mark-to-market - 1 N/M Issuing bank contract amendments - 2 N/M Change in value of contingent consideration (4) - N/M Adjusted EBITDA $ 27 $ 12 127%

GAAP Net Income to Adjusted Net Income Reconciliation 28 © 2015 Blackhawk Network. Confidential and not for replication or distribution. ($ in millions) Q1‘15 Q1‘14 % Change Income before income tax expense $ 7 $ (5) N/M Employee stock-based compensation 5 2 87% Distribution partner mark-to-market 0 1 N/M Issuing bank contract amendments 0 2 N/M Change in value of contingent consideration (4) 0 N/M Amortization of intangibles 7 6 27% Adjusted income before income tax expense 15 6 149% Income tax expense (benefit) 2 (2) N/M Income tax expense on adjustments 3 4 (29%) Spin-Off and NOL benefits (9) (1) N/M Adjusted income tax expense (benefit) (4) 1 N/M Adjusted net income $ 19 $ 5 266%

Q & A