Press release

Global Payments Reports Results for First Quarter 2019 and Increases 2019 Outlook

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Global Payments Inc. (NYSE: GPN) today announced results for the first
quarter ended March 31, 2019.

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“2019 is off to a terrific start as we delivered double digit growth in
the first quarter, demonstrating the ongoing durability and resiliency
of our differentiated business model,” said Jeff Sloan, Chief Executive
Officer. “We continue to expand our competitive moat through a balanced
technology-enabled strategy across multiple vertical markets, virtual
and physical payment worlds and faster growth geographies.”

“The success of these investments is clearly evident in our largest
target addressable markets, such as restaurants and food service, in
which our payment and software capabilities span the full spectrum of
merchant sizes and provide our customers with end-to-end technology
solutions to better manage their businesses,” Sloan continued.

First Quarter 2019 Summary

  • GAAP revenues were $883.0 million, compared to $795.0 million in the
    first quarter of 2018; diluted earnings per share were $0.71 compared
    to $0.57 in the prior year; and operating margin was 22.6% compared to
    19.6% in 2018.
  • Adjusted net revenue plus network fees grew 12.9% to $1.043 billion,
    compared to $924.3 million in 2018.
  • Adjusted earnings per share grew 18.6% to $1.34, compared to $1.13 in
    2018.
  • Adjusted operating margin expanded 110 basis points to 31.5%.

2019 Outlook

“We are pleased with the outstanding financial results we delivered for
the first quarter, despite the impact of adverse foreign currency
exchange rates,” stated Cameron Bready, Senior Executive Vice President
and Chief Financial Officer. “This strong execution and performance
provides us with confidence in our increased financial outlook for the
full year. The company now expects adjusted net revenue plus network
fees to range from $4.44 billion to $4.49 billion, reflecting growth of
12% to 13%, or 14% to 15% on a constant currency basis, over 2018
results and adjusted earnings per share to be in a range of $5.95 to
$6.12, reflecting growth of 15% to 18% over 2018. Annual adjusted
operating margin for 2019 is now expected to expand by up to 80 basis
points.”

Capital Allocation

Global Payments’ Board of Directors approved a dividend of $0.01 per
share payable June 28, 2019 to shareholders of record as of June 14,
2019.

Conference Call

Global Payments’ management will host a conference call today, May 2,
2019 at 8:00 a.m. ET to discuss financial results and business
highlights. Callers may access the conference call via the investor
relations page of the company’s website at www.globalpaymentsinc.com;
or callers in North America may dial 877-674-6428 and callers outside
North America may dial 970-315-0457. A replay of the call will be
archived on the company’s website within two hours of the live call.

Non-GAAP Financial Measures

Global Payments supplemented revenues, income, operating income and
earnings per share information determined in accordance with GAAP by
providing those measures on an adjusted basis, and other measures, in
this earnings release to assist with evaluating performance. In addition
to GAAP measures, management uses these non-GAAP measures to focus on
the factors the company believes are pertinent to the daily management
of our operations.

Reconciliations of the non-GAAP measures to the most directly comparable
GAAP measure are included in the schedules to this release.

About Global Payments

Global Payments Inc. (NYSE: GPN) is a leading worldwide provider of
payment technology and software solutions delivering innovative services
to our customers globally. Our technologies, services and employee
expertise enable us to provide a broad range of solutions that allow our
customers to accept all payment types and operate their businesses more
efficiently across a variety of distribution channels in many markets
around the world.

Headquartered in Atlanta, Georgia with approximately 11,000 employees
worldwide, Global Payments is a member of the S&P 500 with customers and
partners in 32 countries throughout North America, Europe, the
Asia-Pacific region and Brazil. For more information about Global
Payments, our Service. Driven. Commerce brand and our
technologies, please visit www.globalpaymentsinc.com.

Forward-Looking Statements

This announcement and comments made by Global Payments’ management
during the conference call may contain certain forward-looking
statements concerning our business operations, economic performance and
financial condition, including in particular: our business strategy and
means to implement the strategy, measures of future results of
operations, such as revenues, expenses, operating margins, income tax
rates, and earnings per share and other operating metrics; our success
and timing in developing and introducing new services and expanding our
business; statements about the benefits of our acquisitions, including
future financial and operating results, the combined company’s plans,
objectives, expectations and intentions, and the successful integration
of our acquisitions, and other statements that are not historical facts.
You can sometimes identify forward-looking statements by our use of the
words “believes,” “anticipates,” “expects,” “intends,” “plan,”
“forecast,” “guidance” and similar expressions. For these statements, we
claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.

Although we believe that the plans and expectations reflected in or
suggested by our forward-looking statements are reasonable, those
statements are based on a number of assumptions, estimates, projections
or plans that are inherently subject to significant risks, uncertainties
and contingencies, many of which are beyond our control, cannot be
foreseen and reflect future business decisions that are subject to
change. Accordingly, we cannot guarantee you that our plans and
expectations will be achieved. Our actual revenues, revenue growth rates
and margins, other results of operations and shareholder values could
differ materially from those anticipated in our forward-looking
statements as a result of many known and unknown factors, many of which
are beyond our ability to predict or control. Important factors that may
cause actual events or results to differ materially from those
anticipated by such forward-looking statements include our ability to
safeguard our data; increased competition from larger companies and
non-traditional competitors; our ability to update our services in a
timely manner; our ability to maintain Visa and Mastercard registration
and financial institution sponsorship; our reliance on financial
institutions to provide clearing services in connection with our
settlement activities; our potential failure to comply with card network
requirements; potential systems interruptions or failures; software
defects or undetected errors; increased attrition of merchants, referral
partners or independent sales organizations; our ability to increase our
share of existing markets and expand into new markets; development of
market trends and technologies; a decline in the use of cards for
payment generally; unanticipated increases in chargeback liability;
increases in credit card network fees; changes in laws, regulations or
network rules or interpretations thereof; foreign currency exchange and
interest rate risks; political, economic and regulatory changes in the
foreign countries in which we operate; future performance, integration
and conversion of acquired operations, including without limitation
difficulties and delays in integrating or fully realizing cost savings
and other benefits of our acquisitions at all or within the expected
time period; fully realizing anticipated annual interest expense savings
from refinancing our corporate debt facilities; our loss of key
personnel and other risk factors presented in Item 1- Risk Factors of
our Report on Form 10-K for the year ended December 31, 2018 and any
subsequent SEC filings, which we advise you to review. These cautionary
statements qualify all of our forward-looking statements, and you are
cautioned not to place undue reliance on these forward-looking
statements.

Our forward-looking statements speak only as of the date they are made
and should not be relied upon as representing our plans and expectations
as of any subsequent date. While we may elect to update or revise
forward-looking statements at some time in the future, we specifically
disclaim any obligation to publicly release the results of any revisions
to our forward-looking statements, except as required by law.

 

SCHEDULE 1
UNAUDITED GAAP CONSOLIDATED STATEMENTS
OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In
thousands, except per share data)

 
        Three Months Ended
March 31,
2019     2018     % Change
 
Revenues $ 883,039 $ 794,977 11.1 %
 
Operating expenses:
Cost of service 305,230 252,386 20.9 %
Selling, general and administrative 378,317   386,421   (2.1 )%
683,547   638,807   7.0 %
 
Operating income 199,492   156,170   27.7 %
 
Interest and other income 2,934 11,694 (74.9 )%
Interest and other expense (59,081 ) (45,605 ) 29.5 %
(56,147 ) (33,911 ) 65.6 %
 
Income before income taxes 143,345 122,259 17.2 %
Provision for income taxes (24,140 ) (24,673 ) (2.2 )%
Net income 119,205 97,586 22.2 %
Net income attributable to noncontrolling interests, net of income
tax
(6,864 ) (6,187 ) 10.9 %
Net income attributable to Global Payments $ 112,341   $ 91,399   22.9 %
 
Earnings per share attributable to Global Payments:
Basic $ 0.71 $ 0.57 24.6 %
Diluted $ 0.71 $ 0.57 24.6 %
 
Weighted-average number of shares outstanding:
Basic 157,519 159,321
Diluted 158,018 160,035
 

SCHEDULE 2
UNAUDITED NON-GAAP FINANCIAL MEASURES
GLOBAL
PAYMENTS INC. AND SUBSIDIARIES
(In thousands, except per
share data)

 
        Three Months Ended
March 31,
2019     2018     % Change
 
Adjusted net revenue plus network fees $ 1,043,102 $ 924,280 12.9 %
 
Adjusted operating income $ 328,632 $ 281,340 16.8 %
 
Adjusted net income attributable to Global Payments $ 212,098 $ 180,823 17.3 %
 
Adjusted diluted earnings per share attributable to Global Payments $ 1.34 $ 1.13 18.6 %

__________________________________________
See Schedules 6 and 7
for a reconciliation of each non-GAAP financial measure to the most
comparable GAAP measure and Schedule 8 for a discussion of non-GAAP
financial measures.

 

SCHEDULE 3
UNAUDITED SEGMENT INFORMATION
GLOBAL
PAYMENTS INC. AND SUBSIDIARIES
(In thousands)

 
        Three Months Ended            
March 31, 2019     March 31, 2018 % Change
GAAP     Non-GAAP    

Non-GAAP

Adjusted Net

Revenue

Plus

Network

Fees

GAAP     Non-GAAP    

Non-GAAP

Adjusted Net

Revenue

Plus

Network

Fees

GAAP Non-GAAP

Non-GAAP

Adjusted Net

Revenue

Plus

Network

Fees

 
Revenues:
North America $ 678,423 $ 627,818 $ 786,445 $ 594,029 $ 521,790 $ 676,506 14.2 % 20.3 % 16.3 %
Europe 142,869 142,869 174,019 143,277 143,277 170,866 (0.3 )% (0.3 )% 1.8 %
Asia-Pacific 61,747   62,376   82,638   57,671   57,671   76,908   7.1 % 8.2 % 7.5 %
$ 883,039   $ 833,063   $ 1,043,102   $ 794,977   $ 722,738   $ 924,280   11.1 % 15.3 % 12.9 %
 
Operating income:
North America $ 156,146 $ 262,461 $ 125,404 $ 213,840 24.5 % 22.7 %
Europe 71,961 79,967 70,548 77,679 2.0 % 2.9 %
Asia-Pacific 27,274 30,118 23,774 25,863 14.7 % 16.5 %
Corporate (55,889 ) (43,914 ) (63,556 ) (36,042 ) (12.1 )% 21.8 %
$ 199,492   $ 328,632   $ 156,170   $ 281,340   27.7 % 16.8 %
 

See Schedules 6 and 7 for a reconciliation of adjusted net revenue,
adjusted net revenue plus network fees and adjusted operating income by
segment to the most comparable GAAP measures and Schedule 8 for a
discussion of non-GAAP financial measures.

 

SCHEDULE 4
UNAUDITED CONSOLIDATED BALANCE SHEETS
GLOBAL
PAYMENTS INC. AND SUBSIDIARIES
(In thousands, except share
data)

 
        March 31, 2019     December 31, 2018
 
ASSETS
Current assets:
Cash and cash equivalents $ 1,277,633 $ 1,210,878
Accounts receivable, net of allowances for doubtful accounts of
$4,247 and $3,164, respectively
381,608 348,400
Settlement processing assets 2,775,371 1,600,222
Prepaid expenses and other current assets 235,139   216,708  
Total current assets 4,669,751 3,376,208
Goodwill 6,345,998 6,341,355
Other intangible assets, net 2,405,333 2,488,618
Property and equipment, net 674,199 653,542
Deferred income taxes 7,288 8,128
Other noncurrent assets 647,052   362,923  
Total assets $ 14,749,621   $ 13,230,774  
 
LIABILITIES AND EQUITY
Current liabilities:
Settlement lines of credit $ 641,906 $ 700,486
Current portion of long-term debt 133,019 115,075
Accounts payable and accrued liabilities 1,161,421 1,176,703
Settlement processing obligations 2,579,876   1,276,356  
Total current liabilities 4,516,222 3,268,620
Long-term debt 5,170,377 5,015,168
Deferred income taxes 569,169 585,025
Other noncurrent liabilities 351,392   175,618  
Total liabilities 10,607,160   9,044,431  
Commitments and contingencies
Equity:
Preferred stock, no par value; 5,000,000 shares authorized and none
issued
Common stock, no par value; 200,000,000 shares authorized;
157,130,438 issued and outstanding at March 31, 2019 and 157,961,982
issued and outstanding at December 31, 2018
Paid-in capital 2,151,623 2,235,167
Retained earnings 2,111,798 2,066,415
Accumulated other comprehensive loss (312,608 ) (310,175 )
Total Global Payments shareholders’ equity 3,950,813 3,991,407
Noncontrolling interests 191,648   194,936  
Total equity 4,142,461   4,186,343  
Total liabilities and equity $ 14,749,621   $ 13,230,774  
 

SCHEDULE 5
UNAUDITED CONSOLIDATED STATEMENTS OF
CASH FLOWS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In
thousands)

 
        Three Months Ended
March 31, 2019     March 31, 2018
 
Cash flows from operating activities:
Net income $ 119,205 $ 97,586
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and equipment 41,155 33,918
Amortization of acquired intangibles 107,475 87,825
Amortization of capitalized contract costs 15,847 10,213
Share-based compensation expense 11,418 14,898
Provision for operating losses and bad debts 12,709 9,237
Deferred income taxes (5,774 ) 910
Other, net 9,043 (1,937 )
Changes in operating assets and liabilities, net of the effects of
business combinations:
Accounts receivable (36,493 ) 13,050
Settlement processing assets and obligations, net 118,347 82,235
Prepaid expenses and other assets (76,740 ) (56,906 )
Accounts payable and other liabilities (86,463 ) (6,488 )
Net cash provided by operating activities 229,729   284,541  
Cash flows from investing activities:
Acquisitions, net of cash acquired (74,830 )
Capital expenditures (55,123 ) (43,775 )
Other, net 13,672   (1,586 )
Net cash used in investing activities (116,281 ) (45,361 )
Cash flows from financing activities:
Net repayments of settlement lines of credit (55,350 ) (192,517 )
Proceeds from long-term debt 344,000 309,000
Repayments of long-term debt (173,060 ) (687,820 )
Payment of debt issuance costs (586 )
Repurchase of common stock (155,997 )
Proceeds from stock issued under share-based compensation plans 7,848 2,613
Common stock repurchased – share-based compensation plans (9,507 ) (1,058 )
Distributions to noncontrolling interests (5,572 )
Dividends paid (1,571 ) (1,593 )
Net cash used in financing activities (49,209 ) (571,961 )
Effect of exchange rate changes on cash 2,516   2,749  
Increase (decrease) in cash and cash equivalents 66,755 (330,032 )
Cash and cash equivalents, beginning of the period 1,210,878   1,335,855  
Cash and cash equivalents, end of the period $ 1,277,633   $ 1,005,823  
 

SCHEDULE 6
UNAUDITED RECONCILIATION OF NON-GAAP
FINANCIAL MEASURES TO GAAP MEASURES

GLOBAL PAYMENTS INC.
AND SUBSIDIARIES
(In thousands, except per share data)

 
        Three Months Ended March 31, 2019
GAAP    

Net Revenue

Adjustments(1)

   

Earnings

Adjustments(2)

   

Income

Taxes on

Adjustments(3)

    Non-GAAP    

Network

Fees

   

Non-GAAP

Adjusted Net

Revenue Plus

Network Fees

 
Revenues $ 883,039 $ (49,976 ) $ $ $ 833,063 $ 210,039 $ 1,043,102
 
Operating income $ 199,492 $ 4,407 $ 124,733 $ $ 328,632
 
Net income attributable to Global Payments $ 112,341 $ 4,407 $ 122,733 $ (27,383 ) $ 212,098
 
Diluted earnings per share attributable to Global Payments $ 0.71 $ 1.34
 
Diluted weighted average shares outstanding 158,018 158,018
 
Three Months Ended March 31, 2018
GAAP

Net Revenue

Adjustments(1)

Earnings

Adjustments(2)

Income

Taxes on

Adjustments(3)

Non-GAAP

Network

Fees

Non-GAAP

Adjusted Net

Revenue Plus

Network Fees

 
Revenues $ 794,977 $ (72,240 ) $ $ $ 722,737 $ 201,543 $ 924,280
 
Operating income $ 156,170 $ 3,593 $ 121,577 $ $ 281,340
 
Net income attributable to Global Payments $ 91,399 $ 3,593 $ 112,142 $ (26,311 ) $ 180,823
 
Diluted earnings per share attributable to Global Payments $ 0.57 $ 1.13
 
Diluted weighted average shares outstanding 160,035 160,035

________________________________________________

(1)

  Represents adjustments to revenues for gross-up related payments
(included in operating expenses) associated with certain lines of
business to reflect economic benefits to the company. For the three
months ended March 31, 2019 and March 31, 2018, includes $4.4
million and $3.6 million, respectively to eliminate the effect of
acquisition accounting fair value adjustments for software-related
contract liabilities associated with acquired businesses.
 

(2)

For the three months ended March 31, 2019, earnings adjustments to
operating income include $108.8 million in cost of service (COS)
and $15.9 million in selling, general and administrative (SG&A)
expenses. Adjustments to COS include amortization of acquired
intangibles of $108.0 million and acquisition and integration
expenses of $0.8 million. Adjustments to SG&A include share-based
compensation expense of $11.4 million and acquisition and
integration expenses of $4.5 million.

 
For the three months ended March 31, 2018, earnings adjustments to
operating income include $88.9 million in COS and $32.7 million in
SG&A. Adjustments to COS include amortization of acquired
intangibles of $88.4 million and other adjustments of $0.5 million.
Adjustments to SG&A include share-based compensation expense of
$14.9 million and acquisition and integration expenses of $17.8
million. Also, earnings adjustments to net income attributable to
Global Payments include the removal of a $9.6 million gain
recognized on the reorganization of Interac Association of which we
were a member through one of our Canadian subsidiaries and the
removal of $1.9 million in expense associated with the write-off of
unamortized debt issuance cost related to the refinancing of a term
loan.
 

(3)

Income taxes on adjustments reflect the tax effect of earnings
adjustments to income before income taxes. The tax rate used in
determining the tax impact of earnings adjustments is either the
jurisdictional statutory rate in effect at the time of the
adjustment or the jurisdictional expected annual effective tax rate
for the period, depending on the nature and timing of the adjustment.
 
See “Non-GAAP Financial Measures” discussion on Schedule 8.
 

SCHEDULE 7
UNAUDITED RECONCILIATION OF SEGMENT
NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

GLOBAL
PAYMENTS INC. AND SUBSIDIARIES
(In thousands)

 
        Three Months Ended March 31, 2019
GAAP    

Net Revenue

Adjustments(1)

   

Earnings

Adjustments(2)

    Non-GAAP     Network Fees    

Non-GAAP

Adjusted Net

Revenue Plus

Network Fees

 
Revenues:
North America $ 678,423 $ (50,605 ) $ $ 627,818 $ 158,627 $ 786,445
Europe 142,869 142,869 31,150 174,019
Asia-Pacific 61,747   629   62,376   20,262 82,638
$ 883,039   $ (49,976 ) $ $ 833,063   $ 210,039 $ 1,043,102
 
Operating income:
North America $ 156,146 $ 3,778 $ 102,537 $ 262,461
Europe 71,961 8,006 79,967
Asia-Pacific 27,274 629 2,215 30,118
Corporate (55,889 )   11,975 (43,914 )
$ 199,492   $ 4,407   $ 124,733 $ 328,632  
 
 
Three Months Ended March 31, 2018
GAAP

Net Revenue

Adjustments(1)

Earnings

Adjustments(2)

Non-GAAP Network Fees

Non-GAAP

Adjusted Net

Revenue Plus

Network Fees

 
Revenues:
North America $ 594,029 $ (72,239 ) $ $ 521,790 $ 154,716 $ 676,506
Europe 143,277 143,277 27,589 170,866
Asia-Pacific 57,671     57,671   19,237 76,908
$ 794,977   $ (72,239 ) $ $ 722,738   $ 201,542 $ 924,280
 
Operating income:
North America $ 125,404 $ 3,593 $ 84,843 $ 213,840
Europe 70,548 7,131 77,679
Asia-Pacific 23,774 2,089 25,863
Corporate (63,556 )   27,514 (36,042 )
$ 156,170   $ 3,593   $ 121,577 $ 281,340  

________________________________________________

(1)

  Represents adjustments to revenues for gross-up related payments
(included in operating expenses) associated with certain lines of
business to reflect economic benefits to the company. For the three
months ended March 31, 2019 and March 31, 2018, includes $4.4
million and $3.6 million, respectively to eliminate the effect of
acquisition accounting fair value adjustments for software-related
contract liabilities associated with acquired businesses.
 

(2)

For the three months ended March 31, 2019, earnings adjustments to
operating income include $108.8 million in COS and $15.9 million in
SG&A. Adjustments to COS include amortization of acquired
intangibles of $108.0 million and acquisition and integration
expenses of $0.8 million. Adjustments to SG&A include share-based
compensation expense of $11.4 million and acquisition and
integration expenses of $4.5 million.
 
For the three months ended March 31, 2018, earnings adjustments to
operating income include $88.9 million in COS and $32.7 million in
SG&A. Adjustments to COS include amortization of acquired
intangibles of $88.4 million and other adjustments of $0.5 million.
Adjustments to SG&A include share-based compensation expense of
$14.9 million and acquisition and integration expenses of $17.8
million.
 
See “Non-GAAP Financial Measures” discussion on Schedule 8.
 

SCHEDULE 8
UNAUDITED OUTLOOK SUMMARY
GLOBAL
PAYMENTS INC. AND SUBSIDIARIES
(In billions, except per
share data)

 
        2018 Actual     2019 Outlook     % Change
 
Revenues:
GAAP revenues $ 3.37 $3.73 to $3.78 11% to 12%
Adjustments(1)   (0.27 ) (0.20 )  
Adjusted net revenue $ 3.10   $3.53 to $3.58   14% to 16%
 
Network fees   0.87   0.91    
Adjusted net revenue plus network fees $ 3.97   $4.44 to $4.49   12% to 13%
 
Earnings Per Share (EPS):
GAAP diluted EPS $ 2.84 $3.49 to $3.66 23% to 29%
Adjustments(2)   2.35   2.46    
Adjusted diluted EPS $ 5.19   $5.95 to $6.12   15% to 18%

________________________________________________

(1)   Represents adjustments to revenues for gross-up related payments
(included in operating expenses) associated with certain lines of
business to reflect economic benefit to the company. Amounts also
include adjustments to eliminate the effect of acquisition
accounting fair value adjustments for software-related contract
liabilities associated with acquired businesses.
 
(2) Adjustments to 2018 GAAP diluted EPS include software-related
contract liability adjustments described above of $0.06, acquisition
related amortization expense of $1.85, share-based compensation
expense of $0.28, acquisition and integration expense of $0.28,
employee termination benefits of $0.01, asset abandonment charges
associated with technology integrations of $0.04 and the removal of
an income tax benefit of $0.17 associated with tax reform. Also,
adjustments to 2018 GAAP diluted EPS include the effect of these
adjustments on noncontrolling interests and income taxes, as
applicable.
 

NON-GAAP FINANCIAL MEASURES

Global Payments supplements revenues, income and EPS information
determined in accordance with U.S. GAAP by providing these measures, and
other measures, with certain adjustments (such measures being non-GAAP
financial measures) in this document to assist with evaluating our
performance. In addition to GAAP measures, management uses these
non-GAAP financial measures to focus on the factors the company believes
are pertinent to the daily management of our operations. Management
believes adjusted net revenue and adjusted net revenue plus network fees
more closely reflect the economic benefits to the company’s core
business and, in the case of adjusted net revenue, allows for better
comparisons with industry peers. Management uses these non-GAAP
financial measures, together with other metrics, to set goals for and
measure the performance of the business and to determine incentive
compensation. Adjusted net revenue, adjusted net revenue plus network
fees, adjusted operating income, adjusted operating margin, adjusted net
income and adjusted EPS should be considered in addition to, and not as
substitutes for, revenues, operating income, net income and EPS
determined in accordance with GAAP. The non-GAAP financial measures
reflect management’s judgment of particular items, and may not be
comparable to similarly titled measures reported by other companies.

Adjusted net revenue excludes gross-up related payments associated with
certain lines of business to reflect economic benefits to the company.
On a GAAP basis, these payments are presented gross in both revenues and
operating expenses. Adjusted operating income, adjusted net income and
adjusted EPS exclude acquisition-related amortization expense,
share-based compensation and certain other items specific to each
reporting period as more fully described in the accompanying
reconciliations in Schedules 6 and 7. Adjusted operating margin is
derived by dividing adjusted operating income by adjusted net revenue
plus network fees. The tax rate used in determining the net income
impact of earnings adjustments is either the jurisdictional statutory
rate in effect at the time of the adjustment or the jurisdictional
expected annual effective tax rate for the period, depending on the
nature and timing of the adjustment.