EX-99.2 3 exhibit99220220630.htm EX-99.2 Document
Exhibit 99.2
SCHEDULE 1
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended June 30, 2022
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,581,716 $(147,783)$— $1,433,933 $— $1,433,933 
Issuer Solutions534,471 (75,398)— 459,073 26,003 485,076 
Business and Consumer Solutions187,632 — — 187,632 (187,632)— 
Intersegment Eliminations(22,913)725 — (22,188)10,550 (11,638)
$2,280,906 $(222,456)$— $2,058,450 $(151,079)$1,907,371 
Operating income (loss):
Merchant Solutions$535,359 $139 $184,281 $719,779 $— $719,779 
Issuer Solutions67,715 1,636 130,451 199,803 11,663 211,466 
Business and Consumer Solutions31,726 — 17,363 49,089 (49,089)— 
Corporate(179,372)— 113,053 (66,319)— (66,319)
Impairment of goodwill(833,075)— 833,075 — — — 
Loss on business dispositions(152,211)— 152,211 — — — 
$(529,858)$1,776 $1,430,434 $902,352 $(37,426)$864,926 
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(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 June 30, 2022, net revenue adjustments included $1.8 million, 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 June 30, 2022, earnings adjustments to operating income included $327.8 million in COS and $117.3 million in SG&A. Adjustments to COS represent amortization of acquired intangibles of $327.4 million and other items of $0.4 million. Adjustments to SG&A included share-based compensation expense of $47.0 million, acquisition and integration expenses of $61.8 million and other items of $8.5 million.

For the three months ended June 30, 2022, earnings adjustments to operating income also included the $833.1 million noncash goodwill impairment charge in connection with the strategic review of the Business and Consumer Solutions segment and pending sale of the consumer business and the $152.2 million loss on business dispositions.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
1

Exhibit 99.2
SCHEDULE 2
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended March 31, 2022
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,473,019 $(135,826)$— $1,337,193 $— $1,337,193 
Issuer Solutions511,501 (68,958)— 442,543 26,657 469,200 
Business and Consumer Solutions195,772 — — 195,772 (195,772)— 
Intersegment Eliminations(24,038)1,184 — (22,854)10,991 (11,863)
$2,156,254 $(203,600)$— $1,952,654 $(158,124)$1,794,530 
Operating income:
Merchant Solutions$444,530 $80 $187,508 $632,117 $— $632,117 
Issuer Solutions58,102 3,532 127,099 188,733 13,019 201,752 
Business and Consumer Solutions33,658 — 17,463 51,121 (51,121)— 
Corporate(160,343)— 90,843 (69,500)— (69,500)
$375,947 $3,612 $422,913 $802,471 $(38,102)$764,369 
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(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, 2022, net revenue adjustments included $3.6 million, 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, 2022, earnings adjustments to operating income included $329.2 million in COS and $93.7 million in SG&A. Adjustments to COS represent amortization of acquired intangibles of $329.0 million and other items of $0.2 million. Adjustments to SG&A include share-based compensation expense of $38.4 million, acquisition and integration expenses of $51.0 million and other items of $4.3 million.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
2

Exhibit 99.2
SCHEDULE 3
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended December 31, 2021
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,475,032 $(135,057)$— $1,339,975 $— $1,339,975 
Issuer Solutions537,623 (74,719)— 462,904 32,825 495,729 
Business and Consumer Solutions207,831 (27)— 207,804 (207,804)— 
Intersegment Eliminations(26,505)700 — (25,805)15,172 (10,633)
$2,193,981 $(209,103)$— $1,984,878 $(159,808)$1,825,070 
Operating income:
Merchant Solutions$460,304 $193 $185,707 $646,204 $— $646,204 
Issuer Solutions80,166 838 119,846 200,850 10,399 211,248 
Business and Consumer Solutions28,338 — 16,669 45,007 (45,007)— 
Corporate(247,832)— 189,243 (58,589)— (58,588)
$320,976 $1,030 $511,465 $833,472 $(34,609)$798,863 

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(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 December 31, 2021, net revenue adjustments included $1.0 million, 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 December 31, 2021, earnings adjustments to operating income included $321.4 million in cost of services (COS) and $190.0 million in selling, general and administrative expenses (SG&A). Adjustments to COS represent amortization of acquired intangibles of $321.1 million and other items of $0.3 million. Adjustments to SG&A include share-based compensation expense of $34.7 million, acquisition and integration expenses of $98.6 million, facilities exit charges of $56.8 million and other items of $(0.1) million.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
3

Exhibit 99.2
SCHEDULE 4
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended September 30, 2021
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,495,898 $(138,281)$— $1,357,617 $— $1,357,617 
Issuer Solutions522,166 (64,411)— 457,755 24,079 481,834 
Business and Consumer Solutions207,670 — 207,671 (207,671)— 
Intersegment Eliminations(23,397)681 — (22,716)12,844 (9,872)
$2,202,337 $(202,010)$— $2,000,327 $(170,749)$1,829,579 
Operating income:
Merchant Solutions$488,407 $103 $180,952 $669,462 $— $669,462 
Issuer Solutions77,692 862 119,908 198,462 9,632 208,094 
Business and Consumer Solutions35,233 — 17,859 53,092 (53,092)— 
Corporate(201,249)— 135,805 (65,443)— (65,443)
$400,083 $966 $454,524 $855,573 $(43,461)$812,112 
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(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 September 30, 2021, net revenue adjustments included $1.0 million, 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 September 30, 2021, earnings adjustments to operating income included $317.8 million in COS and $136.7 million in SG&A. Adjustments to COS represent amortization of acquired intangibles of $319.9 million and other items of $(2.1) million. Adjustments to SG&A include share-based compensation expense of $65.6 million, acquisition and integration expenses of $71.6 million and other items of $(0.5) million.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
4

Exhibit 99.2
SCHEDULE 5
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended June 30, 2021
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,426,755 $(138,046)$— $1,288,709 $— $1,288,709 
Issuer Solutions505,932 (59,525)— 446,407 22,715 469,122 
Business and Consumer Solutions227,355 — — 227,356 (227,356)— 
Intersegment Eliminations(22,605)671 — (21,934)13,329 (8,605)
$2,137,437 $(196,900)$— $1,940,537 $(191,311)$1,749,226 
Operating income:
Merchant Solutions$437,293 $133 $187,230 $624,656 $— $624,656 
Issuer Solutions74,806 1,145 120,000 195,952 9,897 205,849 
Business and Consumer Solutions42,283 — 18,940 61,223 (61,223)— 
Corporate(191,824)— 120,180 (71,644)— (71,644)
$362,558 $1,278 $446,351 $810,187 $(51,326)$758,861 
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(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 June 30, 2021, net revenue adjustments included $1.3 million, 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 June 30, 2021, earnings adjustments to operating income included $324.7 million in COS and $121.6 million in SG&A. Adjustments to COS represent amortization of acquired intangibles of $324.7 million. Adjustments to SG&A included share-based compensation expense of $43.3 million and acquisition and integration expenses of $78.3 million.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
5

Exhibit 99.2
SCHEDULE 6
RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES (UNAUDITED)
GLOBAL PAYMENTS INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended March 31, 2021
GAAP
Net Revenue Adjustments (1)
Earnings Adjustments(2)
Non-GAAP
Consumer Business (3)
Supplemental Non-GAAP (3)
Revenues:
Merchant Solutions$1,267,872 $(118,052)$— $1,149,820 $— $1,149,820 
Issuer Solutions500,251 (60,871)— 439,380 23,220 462,600 
Business and Consumer Solutions243,585 — — 243,585 (243,585)— 
Intersegment Eliminations(21,701)1,134 — (20,567)13,049 (7,518)
$1,990,007 $(177,789)$— $1,812,218 $(207,316)$1,604,902 
Operating income:
Merchant Solutions$339,989 $294 $191,859 $532,142 $— $532,142 
Issuer Solutions68,455 1,455 119,878 189,788 9,697 199,485 
Business and Consumer Solutions61,923 — 18,939 80,862 (80,862)— 
Corporate(195,108)— 127,431 (67,677)— (67,677)
$275,259 $1,749 $458,107 $735,115 $(71,165)$663,950 
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(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. Also, for the three months ended March 31, 2021, net revenue adjustments included $1.7 million, 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, 2021, earnings adjustments to operating income include $329.2 million in COS and $128.9 million in SG&A. Adjustments to COS represent amortization of acquired intangibles of $329.2 million. Adjustments to SG&A include share-based compensation expense of $37.2 million and acquisition and integration expenses of $91.7 million.

(3)The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022 to reflect how the business will be managed going forward.

See "Non-GAAP Financial Measures" discussion on Schedule 7.

Note: Amounts may not sum due to rounding.
6

Exhibit 99.2
SCHEDULE 7
GLOBAL PAYMENTS INC. AND SUBSIDIARIES

NON-GAAP FINANCIAL MEASURES
Global Payments supplements revenues, income (loss), operating income (loss), operating margin and earnings (loss) per share determined in accordance with U.S. GAAP by providing these 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 more closely reflects the economic benefits to the company's core business and 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 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 (loss), net income (loss) and earnings (loss) per share 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 expense, acquisition and integration expense, the effect of any goodwill impairment charges and gain or losses on business dispositions, and certain other items specific to each reporting period as more fully described in the accompanying reconciliations. The tax rate used in determining the income 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.

The supplemental non-GAAP information reflects the planned divestiture of the consumer portion of our Business and Consumer Solutions segment and the realignment of the retained business-to-business portion of the Business and Consumer Solutions segment to the Issuer Solutions segment that we anticipate will take place during the third quarter of 2022. Management believes that providing such supplemental financial information should enhance shareholders’ ability to evaluate how the business will be managed going forward.


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