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): July 21, 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 July 21, 2015, Blackhawk Network Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 20, 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 July 21, 2015
99.2	Q2 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: July 21, 2015	By:	/s/ Jerry Ulrich
	Name:	Jerry Ulrich
	Title:	Chief Financial Officer and Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 21, 2015
99.2	Q2 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 Second Quarter 2015 Financial Results

Adjusted Operating Revenues Up 45% Versus Second Quarter 2014

Adjusted Net Income Increases 42%

Pleasanton, California, July 21, 2015— Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) today announced financial results for the second quarter ended June 20, 2015.

$ in millions except per share amounts	Q2'15		Q2'14		% Change
Operating Revenues	$	372.2	$	283.9	31%
Adjusted Operating Revenues	$	195.3	$	134.7	45%
Adjusted EBITDA	$	30.6	$	21.6	42%
Adjusted Net Income	$	21.1	$	14.8	42%
Adjusted EPS (Diluted)	$	0.38	$	0.28	36%
Net Income (GAAP)	$	2.9	$	5.1	(43)%
EPS (GAAP Diluted)	$	0.05	$	0.09	(44)%

"For the second consecutive quarter, we delivered adjusted operating revenue growth of 45% or higher," commented CEO Bill Tauscher. "In our U.S. retail segment, which accounted for 65% of adjusted operating revenues, adjusted operating revenues grew 26% over last year's second quarter due to strong performance at Cardpool exchange, solid growth in open loop gift cards, and increased marketing revenues. The International retail segment recorded adjusted operating revenues growth of 36% during the second quarter, driven by increased marketing revenue in our Asia Pacific region to support the promotion of digital gaming products, partially offset by foreign exchange headwinds. Excluding both foreign exchange impact and marketing revenues, international adjusted operating revenues increased 14%. In our incentives and rewards segment, adjusted operating revenues grew 266%. Across all segments Company-wide adjusted operating revenues totaled $195 million for the quarter."

CFO Jerry Ulrich added, "Adjusted EBITDA grew 42%, slightly below adjusted operating revenue growth due to a one-time $3.9 million litigation credit that reduced general and administrative expenses in the second quarter of 2014. Excluding this litigation credit, adjusted EBITDA increased 73%. Excluding 2014 acquisitions, adjusted operating revenues grew 27% for the second consecutive quarter and adjusted EBITDA grew 24%. Adjusted net income grew 28% and adjusted diluted EPS grew 24% during the second quarter excluding the reduction in cash taxes payable related to our 2014 spin-off from Safeway and the realization of acquisition-related net operating losses."

Conference Call/Webcast

On Wednesday, July 22 at 6:00 a.m. PDT / 9:00 a.m. EDT the Company will host a conference call and live webcast to discuss second quarter financial results, provide additional detail surrounding the Achievers acquisition, and share financial guidance for the remainder of 2015. A copy of the webcast presentation slides will be posted to the presentations tab of the Company's investor relations website at approximately 2 p.m. PDT on July 21, 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 replay of the webcast will be available on the Company's investor relations website until August 12, 2015.

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

• Operating revenues totaled $372.2 million, an increase of 31% from $283.9 million for the quarter ended June 14, 2014. This increase was due to a 19% increase in commissions and fees driven primarily by higher closed loop gift card sales; a 99% increase in program, interchange, marketing and other fees due to strong open loop gift card sales and increased marketing revenues in both the U.S. and international retail segments, growth in the incentives and rewards segment, reflecting the acquisition of Parago in late 2014; and a 27% increase in product sales primarily due to growth at Cardpool.

• Net income totaled $2.9 million compared to $5.1 million for the quarter ended June 14, 2014. The decrease was driven primarily by higher non-cash stock compensation expense, a one-time litigation credit after-tax of $2.3 million recorded in the second quarter of 2014, increased amortization of acquisition-related intangibles, higher acquisition-related interest expense and a higher tax rate, partially offset by an after-tax non-cash credit of $2.5 million for the reduction in contingent consideration related to the acquisition of CardLab.

• Earnings per diluted share was $0.05 compared to earnings per diluted share of $0.09 for the quarter ended June 14, 2014. Diluted shares outstanding increased 4% to 55.9 million due to the dilutive effect of stock options and restricted stock awards in the 2015 period as compared to the 2014 period.

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

• Adjusted operating revenues totaled $195.3 million, an increase of 45% from $134.7 million for the quarter ended June 14, 2014. Excluding 2014 acquisitions, adjusted operating revenues grew 27%.

• Adjusted EBITDA totaled $30.6 million, an increase of 42% from $21.6 million for the quarter ended June 14, 2014. Excluding 2014 acquisitions, adjusted EBITDA increased 24%.

• Adjusted net income totaled $21.1 million, an increase of 42% from $14.8 million for the quarter ended June 14, 2014. Excluding the impact of the reduction in cash taxes payable, adjusted net income was $11.8 million, an increase of 28% from $9.2 million for the quarter ended June 14, 2014.

• Adjusted diluted EPS was $0.38, an increase of 36% from $0.28 for the quarter ended June 14, 2014. Excluding the impact of the reduction in cash taxes payable, adjusted diluted EPS increased 24% to $0.21.

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. Adjusted operating revenues, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income and Adjusted diluted earnings per share are useful to evaluating Blackhawk's operating performance for the following reasons: adjusting our operating revenues for distribution commissions paid and other compensation to our retail distribution partners and business clients is useful to understanding our operating margin; EBITDA and Adjusted EBITDA are widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired; Adjusted EBITDA margin provides a measure of operating efficiency based on Adjusted operating revenues and without regard to items that can vary substantially from company to company and from period to period depending upon their financing, accounting and tax methods, the book value of their assets, their capital structures and the method by which their assets were acquired; non-cash equity grants made to employees and distribution partners at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and the related expenses are not key measures of our core operating performance; intangible asset amortization expenses can vary substantially from company to company and from period to period depending upon the applicable financing and accounting methods, the fair value and average expected life of the acquired intangible assets, the capital structure and the method by which the intangible assets were acquired and, as such, we do not believe that these adjustments are reflective of our core operating performance; non-cash fair value adjustments to contingent business acquisition liability do not directly reflect how our business is performing at any particular time and the related expense adjustment amounts are not key measures of our core operating performance; and cash tax savings resulting from the step up in tax basis of our assets resulting from the Section 336(e) election due to our Spin-Off and the Safeway Merger and cash tax savings from amortization of goodwill and other intangibles or utilization of net operating loss carryforwards from business acquisitions represent significant cash savings that are useful for understanding our overall operating results. 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 contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” “on track” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the “Risk Factors” section in our filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)
	12 weeks ended						24 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
OPERATING REVENUES:
Commissions and fees	$	257,445		$	216,341		$	477,847		$	394,436
Program, interchange, marketing and other fees	80,223			40,421			153,327			76,086
Product sales	34,580			27,182			60,805			46,537
Total operating revenues	372,248			283,944			691,979			517,059
OPERATING EXPENSES:
Partner distribution expense	176,987			148,428			332,341			272,735
Processing and services	65,818			45,314			130,026			86,939
Sales and marketing	63,106			41,374			106,699			74,452
Costs of products sold	32,113			25,495			57,016			44,799
General and administrative	21,302			10,934			40,050			25,537
Transition and acquisition	641			32			816			34
Amortization of acquisition intangibles	5,503			3,426			11,477			7,835
Change in fair value of contingent consideration	(3,428		)	—			(7,567		)	—
Total operating expenses	362,042			275,003			670,858			512,331
OPERATING INCOME	10,206			8,941			21,121			4,728
OTHER INCOME (EXPENSE):
Interest income and other income (expense), net	284			353			(517		)	(56		)
Interest expense	(2,578		)	(956		)	(5,335		)	(1,001		)
INCOME BEFORE INCOME TAX EXPENSE	7,912			8,338			15,269			3,671
INCOME TAX EXPENSE	5,105			3,275			7,725			1,492
NET INCOME BEFORE ALLOCATION TO NON-CONTROLLING INTERESTS	2,807			5,063			7,544			2,179
Loss attributable to non-controlling interests, net of tax	97			53			66			96
NET INCOME ATTRIBUTABLE TO BLACKHAWK NETWORK HOLDINGS, INC.	$	2,904		$	5,116		$	7,610		$	2,275
EARNINGS PER SHARE:
Basic	$	0.05		$	0.10		$	0.14		$	0.04
Diluted	$	0.05		$	0.09		$	0.14		$	0.04
Weighted average shares outstanding—basic	54,042			52,307			53,682			52,201
Weighted average shares outstanding—diluted	55,896			53,740			55,689			53,725

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	June 20, 2015			January 3, 2015			June 14, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	276,733		$	911,615		$	299,727
Restricted cash	3,189			5,000			—
Settlement receivables, net	311,250			526,587			276,447
Accounts receivable, net	178,305			181,431			121,766
Deferred income taxes	33,759			38,456			20,145
Other current assets	93,553			95,658			59,030
Total current assets	896,789			1,758,747			777,115
Property, equipment and technology, net	134,792			130,008			84,703
Intangible assets, net	159,443			170,957			87,972
Goodwill	330,493			331,265			133,088
Deferred income taxes	330,741			1,678			727
Other assets	80,557			93,086			83,358
TOTAL ASSETS	$	1,932,815		$	2,485,741		$	1,166,963
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Settlement payables	$	556,502		$	1,383,481		$	538,707
Consumer and customer deposits	113,219			133,772			57,423
Accounts payable and accrued operating expenses	112,830			117,118			81,890
Note payable, current portion	37,393			11,211			8,705
Notes payable to Safeway	14,932			27,678			—
Bank line of credit	—			—			—
Other current liabilities	69,852			102,352			41,161
Total current liabilities	904,728			1,775,612			727,886
Deferred income taxes	8,468			45,375			24,376
Note payable	325,287			362,543			165,393
Other liabilities	4,047			14,432			9,629
Total liabilities	1,242,530			2,197,962			927,284
Stockholders’ equity:
Preferred stock	—			—			—
Common stock	55			54			53
Additional paid-in capital	538,357			137,916			117,457
Treasury stock	—			—			(472		)
Accumulated other comprehensive loss	(24,795		)	(19,470		)	(3,396		)
Retained earnings	169,985			162,439			119,177
Total Blackhawk Network Holdings, Inc. equity	683,602			280,939			232,819
Non-controlling interests	6,683			6,840			6,860
Total stockholders’ equity	690,285			287,779			239,679
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,932,815		$	2,485,741		$	1,166,963

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	24 weeks ended						53 weeks ended			52 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
OPERATING ACTIVITIES:
Net income before allocation to non-controlling interests	$	7,544		$	2,179		$	50,790		$	53,601
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and technology	17,944			11,571			34,921			23,660
Amortization of intangibles	13,528			10,117			27,782			15,856
Amortization of program development costs	13,150			11,551			26,050			23,842
Employee stock-based compensation expense	12,739			6,090			22,014			11,152
Distribution partner mark-to-market expense	—			(88		)	1,400			1,515
Change in fair value of contingent consideration	(7,567		)	—			(11,289		)	(13,837		)
Reversal of reserve for patent litigation	—			(3,852		)	—			(3,852		)
Excess tax benefit from stock-based awards	(4,452		)	(1,024		)	(6,158		)	(3,037		)
Deferred income taxes	13,371			—			1,546			(1,053		)
Other	3,194			2,386			5,856			5,021
Changes in operating assets and liabilities:
Settlement receivables	209,373			534,315			(48,529		)	(39,919		)
Settlement payables	(822,327		)	(942,572		)	34,240			72,994
Accounts receivable, current and long-term	5,886			14,061			(42,173		)	(27,892		)
Prepaid expenses and other current assets	(9,895		)	4,224			(16,399		)	(8,023		)
Other assets	(4,559		)	(12,259		)	(20,679		)	(39,300		)
Consumer and customer deposits	(20,554		)	(1,409		)	15,951			(634		)
Accounts payable and accrued operating expenses	(2,218		)	(17,808		)	16,532			22,705
Other current and long-term liabilities	(12,671		)	(15,496		)	21,801			13,314
Income taxes, net	(12,181		)	(13,363		)	(15,670		)	(571		)
Net cash provided by (used in) operating activities	(599,695		)	(411,377		)	97,986			105,542
INVESTING ACTIVITIES:
Change in overnight cash advances to Safeway	—			—			—			65,000
Expenditures for property, equipment and technology	(25,622		)	(18,241		)	(47,090		)	(33,141		)
Business acquisitions, net of cash received	—			2,551			(240,156		)	(146,819		)
Sale of trading securities	—			—			—			29,749
Change in restricted cash	1,811			—			(3,189		)	—
Other	—			—			(499		)	(400		)
Net cash used in investing activities	(23,811		)	(15,690		)	(290,934		)	(85,611		)

BLACKHAWK NETWORK HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (In thousands) (Unaudited)
	24 weeks ended						53 weeks ended			52 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
FINANCING ACTIVITIES:
Dividends paid	(65		)	—			(148		)	(12		)
Payments for acquisition liability	(1,811		)	—			(1,811		)	(3,734		)
Proceeds from issuance of note payable	—			175,000			200,000			175,000
Payments of costs for issuance of note payable	—			(2,452		)	(1,331		)	(2,452		)
Repayment of note payable	(11,250		)	—			(11,250		)	—
Borrowings under revolving bank line of credit	903,500			—			1,118,500			—
Repayments on revolving bank line of credit	(903,500		)	—			(1,118,500		)	—
Proceeds from notes payable to Safeway	—			—			27,678			—
Repayment on notes payable to Safeway	(4,517		)	—			(4,517		)	—
Repayment of debt assumed in business acquisitions	—			—			(41,984		)	—
Proceeds from issuance of common stock from exercise of employee stock options and employee stock purchase plans	7,579			3,620			13,039			6,933
Other stock-based compensation related	(790		)	(694		)	(959		)	(1,042		)
Excess tax benefit from stock-based awards	4,452			1,024			6,158			3,037
Other	(134		)	—			(178		)	111
Net cash provided by (used in) financing activities	(6,536		)	176,498			184,697			177,841
Effect of exchange rate changes on cash and cash equivalents	(4,840		)	(84		)	(14,743		)	(2,428		)
Increase (decrease) in cash and cash equivalents	(634,882		)	(250,653		)	(22,994		)	195,344
Cash and cash equivalents—beginning of period	911,615			550,380			299,727			104,383
Cash and cash equivalents—end of period	$	276,733		$	299,727		$	276,733		$	299,727
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		$	—
Intangible assets recognized for warrants issued	$	3,147		$	—		$	3,147		$	—

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						24 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
Transaction dollar volume	$	3,381,991		$	2,619,658		$	6,492,524		$	4,807,362
Transaction count	71,944			57,538			132,224			102,176
Average transaction value	$	47.01		$	45.53		$	49.10		$	47.05
Prepaid and processing revenues	$	309,598		$	243,832		$	588,373		$	449,366
Prepaid and processing revenues as a % of transaction dollar volume	9.2		%	9.3		%	9.1		%	9.3		%
Partner distribution expense as a % of prepaid and processing revenues	57.2		%	60.9		%	56.5		%	60.7		%

TABLE 2: RECONCILIATION OF NON-GAAP MEASURES
	12 weeks ended						24 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
Prepaid and processing revenues:
Commissions and fees	$	257,445		$	216,341		$	477,847		$	394,436
Program, interchange, marketing and other fees	80,223			40,421			153,327			76,086
Marketing revenues	(28,070		)	(12,930		)	(42,801		)	(21,156		)
Total prepaid and processing revenues	$	309,598		$	243,832		$	588,373		$	449,366
Adjusted operating revenues:
Total operating revenues	$	372,248		$	283,944		$	691,979		$	517,059
Issuing bank contract amendments	—			(862		)	—			1,093
Partner distribution expense	(176,987		)	(148,428		)	(332,341		)	(272,735		)
Adjusted operating revenues	$	195,261		$	134,654		$	359,638		$	245,417
Adjusted EBITDA:
Net income before allocation to non-controlling interests	$	2,807		$	5,063		$	7,544		$	2,179
Interest and other income (expense), net	(284		)	(353		)	517			56
Interest expense	2,578			956			5,335			1,001
Income tax expense	5,105			3,275			7,725			1,492
Depreciation and amortization	16,078			10,770			31,472			21,688
EBITDA	26,284			19,711			52,593			26,416
Adjustments to EBITDA:
Employee stock-based compensation	7,750			3,420			12,739			6,090
Distribution partner mark-to-market expense	—			(710		)	—			(88		)
Issuing bank contract amendments	—			(862		)	—			1,093
Change in fair value of contingent consideration	(3,428		)	—			(7,567		)	—
Adjusted EBITDA	$	30,606		$	21,559		$	57,765		$	33,511
Adjusted EBITDA margin:
Total operating revenues	$	372,248		$	283,944		$	691,979		$	517,059
Operating income	$	10,206		$	8,941		$	21,121		$	4,728
Operating margin	2.7		%	3.1		%	3.1		%	0.9		%
Adjusted operating revenues	$	195,261		$	134,654		$	359,638		$	245,417
Adjusted EBITDA	$	30,606		$	21,559		$	57,765		$	33,511
Adjusted EBITDA margin	15.7		%	16.0		%	16.1		%	13.7		%

TABLE 2: RECONCILIATION OF NON-GAAP MEASURES (continued)
	12 weeks ended						24 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
Adjusted net income:
Income before income tax expense	$	7,912		$	8,338		$	15,269		$	3,671
Employee stock-based compensation	7,750			3,420			12,739			6,090
Distribution partner mark-to-market expense	—			(710		)	—			(88		)
Issuing bank contract amendments	—			(862		)	—			1,093
Change in fair value of contingent consideration	(3,428		)	—			(7,567		)	—
Amortization of intangibles	6,529			4,585			13,528			10,117
Adjusted income before income tax expense	18,763			14,771			33,969			20,883
Income tax expense	5,105			3,275			7,725			1,492
Tax expense on adjustments	1,961			2,348			4,882			6,482
Adjusted income tax expense before cash tax benefits	7,066			5,623			12,607			7,974
Reduction in cash taxes payable resulting from amortization of spin-off tax basis step-up	(6,618		)	(5,002		)	(13,236		)	(5,002		)
Reduction in cash taxes payable from amortization of acquisition intangibles and utilization of acquired NOLs	(2,690		)	(618		)	(5,380		)	(1,990		)
Adjusted income tax expense (benefit)	(2,242		)	3			(6,009		)	982
Adjusted net income before allocation to non-controlling interests	21,005			14,768			39,978			19,901
Net loss attributable to non-controlling interests, net of tax	97			53			66			96
Adjusted net income attributable to Blackhawk Network Holdings, Inc.	$	21,102		$	14,821		$	40,044		$	19,997
Adjusted diluted earnings per share:
Net income attributable to Blackhawk Network Holdings, Inc.	$	2,904		$	5,116		$	7,610		$	2,275
Distributed and undistributed earnings allocated to participating securities	(6		)	(13		)	(56		)	(47		)
Net income attributable to common shareholders	$	2,898		$	5,103		$	7,554		$	2,228
Diluted weighted-average shares outstanding	55,896			53,740			55,689			53,725
Diluted earnings per share	$	0.05		$	0.09		$	0.14		$	0.04
Adjusted net income attributable to Blackhawk Network Holdings, Inc.	$	21,102		$	14,821		$	40,044		$	19,997
Adjusted distributed and undistributed earnings allocated to participating securities	(44		)	(31		)	(143		)	(84		)
Adjusted net income available for common shareholders	$	21,058		$	14,790		$	39,901		$	19,913
Diluted weighted-average shares outstanding	55,896			53,740			55,689			53,725
Adjusted diluted earnings per share	$	0.38		$	0.28		$	0.72		$	0.37

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

	24 weeks ended						53 weeks ended			52 weeks ended
	June 20, 2015			June 14, 2014			June 20, 2015			June 14, 2014
Net cash flow provided by (used in) operating activities	$	(599,695	)	$	(411,377	)	$	97,986		$	105,542
Changes in settlement payables and consumer and customer deposits, net of settlement receivables	633,508			409,666			(1,662		)	(32,441		)
Adjusted net cash provided by (used in) operating activities	33,813			(1,711		)	96,324			73,101
Expenditures for property, equipment and technology	(25,622		)	(18,241		)	(47,090		)	(33,141		)
Free cash flow	$	8,191		$	(19,952	)	$	49,234		$	39,960

EX-99.2

1 Q2 2015 Earnings Report July 22, 2015 6:00 am Pacific © 2015 Blackhawk Network

Forward Looking Statements © 2015 Blackhawk Network 2 This presentation contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements are not purely historical and are forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” “on track,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the “Risk Factors” section in our filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this presentation. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Continued Growth in Transaction Dollar Volume (TDV) and Adjusted Operating Revenues (AOR) 3 © 2015 Blackhawk Network Q2 YOY TDV growth – 2015 +29% – 2014 +37% – 2013 +11% $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 2Q 13 3Q 13 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14 1Q 15 2Q 15 TDV (in billions) $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 2Q 13 3Q 13 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14 1Q 15 2Q 15 AOR (in millions) Q2 YOY AOR growth – 2015 +45% – 2014 +38% – 2013 +13%

Adjusted EBITDA and Adjusted EPS 4 © 2015 Blackhawk Network Q2 YOY Adjusted EBITDA growth – 2015 +42% – 2014 +16% – 2013 +23% Q2 YOY Adjusted EPS growth – 2015 +36% – 2014 +75% – 2013 +14% $- $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 2Q 13 3Q 13 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14 1Q 15 2Q 15 Adjusted EBITDA (in millions) $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 2Q 13 3Q 13 4Q 13 1Q 14 2Q 14 3Q 14 4Q 14 1Q 15 2Q 15 Adjusted EPS

Key Financial Metrics (non-GAAP) Q2’15 vs Q2’14 5 © 2015 Blackhawk Network ($ in millions except EPS) Q2 ’15 Q2 ’14 % Change Adjusted Operating Revenues (AOR) $195.3 $134.7 45% Adjusted EBITDA $30.6 $21.6 42% Adjusted EBITDA Margin 15.7% 16.0% Adjusted Net Income $21.1 $14.8 42% Adjusted Diluted EPS $0.38 $0.28 36% • Excluding pass-through marketing revenues, Adjusted operating revenues grew 36% • Adjusted EBITDA growth lower than Adjusted AOR due to lower expenses in Q2’14 resulting from $3.9 million credit for litigation settlement • Excluding this 2014 item, adjusted EBITDA margin increased from 13.1% to 15.7% • 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 Q2’15 (vs $5.6M or $0.11 per diluted share for Q2’14)

U.S. Retail % Productivity improvements at existing distribution partners drove 65% of YOY TDV growth for Q2’15 Developing innovative, new card content including more local cards, health cards, transportation, lottery solutions and a gift card that enables consumers to “give the gift of stock” Whole Foods pilot successful; contract signed to enable chain-wide rollout in 2016; expected to be a top distribution partner at maturity © 2015 Blackhawk Network 6 On track to expand marketing activities by 30% YOY

Online and Digital YTD Q2 TDV growth triple digits with expanding network of ecommerce sites and mobile payment players Card exchange revenue growth accelerated to 70% during the second quarter through increased retail channels and increased marketing Focus on signing new, large banks over the next 12 months in the nearly $50B loyalty points conversion market Expect to increase marketing and promotional activities by approximately 200% in fiscal 2015 at third party etailers and our proprietary websites © 2015 Blackhawk Network 7

Incentives & Rewards Completed acquisition of Achievers, leading provider of employee engagement solutions; $70+ million billings, $50+ million revenues for calendar 2014 Consolidating sales, marketing and certain IT platforms across BES to optimize performance and reduce operating expenses Leveraging strong retail relationships to accelerate new account sales in consumer and employee incentives © 2015 Blackhawk Network 8 On track to realize $4 million in expense synergies in fiscal 2015 related to last year’s acquisitions, with an expected annualized benefit of $8M in 2016

International Retail © 2015 Blackhawk Network 9 Expanding Open Loop in several European countries Starting digital expansion in several non-U.S. markets with rollout of CardLab platform for eCommerce and bulk incentives Asia-Pac growth remains strong driven by triple digit TDV growth in Japan and Korea China JV expected to close in 2H15; targeting launch late 2015 in large retailers; India launched during the second quarter of 2015

Financial Details

Segment Financial Metrics (non-GAAP) Q2’15 vs. Q2’14 US Retail Int’l Retail Incentives & Rewards Corporate & Unallocated Total TDV 2015 $2,306 $660 $416 $3,382 TDV 2014 $1,968 $532 $119 $2,620 % Increase 17% 24% 249% 29% AOR 2015 $128 $32 $36 $195 AOR 2014 $101 $24 $10 $135 % Increase 26% 36% 266% 45% Adjusted EBITDA 2015 $51 $1 $6 $(28) $31 Adjusted EBITDA 2014 $40 $1 $1 $(21) $22 % Increase (Decrease) 28% -15% 390% 32% 42% • International EBITDA growth compressed due to investments in new countries • Incentives & Rewards generated leverage due to Sales & Marketing and G&A • Overall EBITDA increase lower than AOR increase due to $3.9M expense reduction from litigation settlement recorded in 2Q14 © 2015 Blackhawk Network 11

Revenue Ratios – Q2’15 vs Q2’14 12 © 2015 Blackhawk Network Q2‘15 Q2‘14 Change FY Est* Prepaid and Processing Revenues (PPR) % of TDV 9.2% 9.3% -0.1% 9.2% Partner Distribution Expense (PDE) % of PPR 57.2% 60.9% -3.7% 56.8% Adjusted Operating Revenues (AOR) % of TDV 5.8% 5.1% 0.7% 5.7% Pro Forma Adjusted Operating Revenues % of TDV 4.0% 3.6% 0.4% 4.0% • 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 primarily due to marketing revenues, Cardpool and Parago • Pro Forma AOR increase due to addition of Parago 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 – Q2’15 vs Q2’14 13 © 2015 Blackhawk Network Q2‘15 Q2‘14 Change FY Est* Processing & Services % of Pro Forma AOR 48.1% 46.9% 1.2% 44.9% Sales & Marketing, Net % of Pro Forma AOR 24.5% 28.7% -4.2% 22.5% General & Administrative % of Pro Forma AOR 12.9% 10.1% 2.8% 12.0% • 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 in Q2’14 includes a $3.9 million litigation credit. Excluding this item, G&A % of Pro forma AOR declined from 14.2% to 12.9% Note: Expenses exclude non-cash items * Current point estimate of full year ratios

Product Sales and Margin 14 © 2015 Blackhawk Network ($ in millions) Q2‘15 Q2‘14 % Change FY Est* Product Sales $34.6 $27.2 27% 50% Cost of Products Sold $32.1 $25.5 26% 48% Product Gross Profit $2.5 $1.7 46% 84% Product Gross Margin 7.1% 6.2% 15% 6.7% • Q2 Product Sales: comprised of Cardpool (83% of total) up 70% YOY offset by lower telecom handsets and card services & processing revenues • Margin improvement based on mix (higher average Cardpool margins) * Current point estimate of full year growth rate and margin

Achievers Estimates (+ / - 10%) 15 © 2015 Blackhawk Network ($ in millions) Q3‘15 Q4‘15 2H’15 GAAP as reported revenues $ 8.6 $18.4 $ 27.0 Add back: purchase price adjustment 2.1 4.4 6.5 Adjusted Operating Revenues 10.7 22.8 33.5 Adjusted EBITDA (1.8) 1.6 (0.2) Adjusted Net Income (Loss) before Reduction in Cash Taxes Payable (1.9) (0.3) (2.2) Reduction in Cash Taxes Payable (NOLs) 0.8 1.3 2.1 Adjusted Net Income (Loss) $ (1.1) $ 1.0 $ (0.1) • Revenues are recorded primarily on a gross basis at point of redemption with deferrals for software and breakage components; recognized over approximately 12 - 18 months • Purchase price adjustment relates to elimination of the majority of deferred revenue at acquisition; add back reflects normalized period results • Includes cash acquisition-related expenses estimated at $1.7M (primarily Q3)

Achievers CY’14 EBITDA to Projected CY’15 EBITDA © 2015 Blackhawk Network 16 ($ in millions) CY ’14 EBITDA $ (20) Revenue growth 6 OPEX Synergies 5 Capitalized software development 4 Gross margin improvement 2 Subtotal 17 Cash acquisition costs (2) CY ’15 EBITDA $ (5) • Form 8-K to be filed in August will include Achievers historical GAAP financial statements and pro forma stub period • CY’14 negative EBITDA of approximately $20M reflects increase in deferred revenues of $21M; EBITDA neutral after adjusting for the increase in deferred revenues • Estimated NOL benefit approximately $4M annualized for 2015

Q3’15 Financial Guidance 17 © 2015 Blackhawk Network • Reduction in cash taxes payable expected to increase $2.4M compared to Q3’14 due to NOLs realized from Parago (+$1.6M) and Achievers (+$0.8M) • Projected share count 56.0 million vs. 54.3 million in Q3’14 ($ in millions except EPS) Q3’15 Guidance Q3’14 Actual % Increase Adjusted Operating Revenues $191.0 - $198.0 $125.4 52% - 58% Adjusted EBITDA $21.5 - $23.5 $14.7 46% - 56% Adjusted Net Income before Reduction in Cash Taxes Payable $5.5 - $6.5 $4.7 17% - 38% Adjusted Diluted EPS before Reduction in Cash Taxes Payable $0.10 - $0.12 $0.09 9% - 29% Adjusted Net Income $15.7 - $16.7 $12.4 27% - 34% Adjusted Diluted EPS $0.28 - $0.30 $0.23 22% - 30%

Q4’15 Financial Guidance ($ in millions except EPS) Q4’15 Guidance Q4’14 Actual % Increase Adjusted Operating Revenues $376 - $403 $312 21% - 29% Adjusted EBITDA $104 - $112 $96 8% - 16% Adjusted Net Income before Reduction in Cash Taxes Payable $53 - $57 $52 4% - 11% Adjusted Diluted EPS before Reduction in Cash Taxes Payable $0.95 - $1.02 $0.93 2% - 10% Adjusted Net Income $67 - $72 $64 4% - 12% Adjusted Diluted EPS $1.19 - $1.27 $1.16 2% - 10% • EBITDA growth rate and margin lower YOY mainly due to Achievers (140bps impact), International and FX (80bps) and lower revenue growth rate in US retail (30bps) • Adjusted net income reflects increases in depreciation (+35%) and interest (+22%) driven by acquisitions • Achievers NOL benefit expected to add $1M to reduction in cash taxes payable • Projected share count 56.2 million vs. 55.0 million in Q4’14 18

2015 Annual Financial Guidance Update ($ in millions except EPS) 2015 Guidance 2014 % Increase Adjusted Operating Revenues $927 - $961 $683 36% - 41% Adjusted EBITDA $184 - $193 $145 27% - 33% Adjusted Net Income before Reduction in Cash Taxes Payable $80 - $85 $69 16% - 23% Adjusted Diluted EPS before Reduction in Cash Taxes Payable $1.43 - $1.52 $1.27 12% - 19% Adjusted Net Income $123 - $128 $97 27% - 33% Adjusted Diluted EPS $2.18 - $2.28 $1.77 23% - 29% • Full fiscal year 2015 guidance mid-point increased $0.05 from prior guidance due to favorable Q2’15 performance • Second half fiscal 2015 guidance unchanged pending visibility into expected holiday season and consumer spend • 19

Appendix

Adjusted EBITDA Bridge – Q2’15 vs Q2’14 21 © 2015 Blackhawk Network ($ in millions) Existing 2014 Acquisitions Total Q2 2014 Adjusted EBITDA $22 $0 $22 AOR 36 24 60 OPEX (31) (20) (51) FX rate impact* - - - Q2 2015 Adjusted EBITDA $27 $4 $31 % increase YOY 24% n/a 42% * FX impact $0.5 million

Q2’15 Adjusted EBITDA Walk to Adjusted Net Income 22 © 2015 Blackhawk Network ($ in millions) Existing 2014 Acquisitions Total Q2 2015 Adjusted EBITDA $27 $4 $31 Depreciation (7) (3) (10) Interest, Net - (2) (2) Adjusted Income Before Taxes 20 (1) 19 Income Taxes (7) - (7) Adjusted Net Income Before Reduction in Cash Taxes Payable 13 (1) 12 Add: Reduction in Cash Taxes Payable 6 3 9 Q2 2015 Adjusted Net Income $19 $2 $21

Adjusted EPS Bridge – Q2’15 vs. Q2’14 23 © 2015 Blackhawk Network Total Excl Tax Tax Benefits Total Q2 2014 Adjusted EPS $0.17 $0.11 $0.28 Growth from existing businesses 0.08 0.08 Growth from 2014 acquisitions 0.02 0.03 0.05 Less: Interest increase 1st year (0.02) (0.02) Net increase from acquisitions 0.00 0.03 0.03 Cash tax benefit – spin-off 0.00 0.03 0.03 One-time expense items - 2014 spin 0.01 0.01 Decrease litigation settlement (0.04) (0.04) Dilution from increase in shares o/s (0.01) (0.01) Q2 2015 Adjusted EPS $0.21 $0.17 $0.38

GAAP Revenues, Adjusted Operating Revenues (AOR) and Pro Forma AOR Reconciliation 24 © 2015 Blackhawk Network ($ in millions) Q2‘15 Q2‘14 % Increase Total Operating Revenues $372 $284 31% Less: Partner Distribution Expense (177) (148) 19% Less: Bank Amendments - (1) N/M Adjusted Operating Revenues 195 135 45% Less: Marketing Revenues (28) (13) 117% Less: Product Sales (34) (27) 27% Add: Mark-to-Market and Intangible 1 - N/M Pro Forma Adjusted Operating Revenues $134 $95 41% • Pro forma AOR measures expense leverage • Marketing revenues are a pass through with offset in sales and marketing expense • Product sales and cost of product sold 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 non-cash items

GAAP Net Income to Adjusted EBITDA Reconciliation © 2015 Blackhawk Network ($ in millions) Q2‘15 Q2‘14 % Change Net income $3 $5 -45% Interest expense 2 1 170% Income tax expense 5 3 56% Depreciation and amortization 16 11 49% EBITDA 26 20 33% Employee stock-based compensation 8 4 127% Distribution partner mark-to-market - (1) N/M Issuing bank contract amendments - (1) N/M Change in FV of contingent consideration (3) - N/M Adjusted EBITDA $31 $22 42% 25

GAAP Net Income to Adjusted Net Income Reconciliation © 2015 Blackhawk Network ($ in millions) Q2‘15 Q2‘14 % Change Income before income tax expense $8 $8 -5% Employee stock-based compensation 8 4 127% Distribution partner mark-to-market - (1) N/M Issuing bank contract amendments - (1) N/M Change in FV of contingent consideration (3) - N/M Amortization of intangibles 6 5 42% Adjusted income before income tax expense 19 15 27% Income tax expense 5 4 56% Tax expense on adjustments 2 2 -16% Spin-Off and NOL benefits (9) (6) 66% Adjusted tax expense (benefit) 2 - N/M Adjusted net income $21 $15 42% 26

Q & A