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ITEM 1.	FINANCIAL STATEMENTS (Unaudited)

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(1)	Amounts reclassified from Accumulated other comprehensive income (loss), net of tax, were recorded in Interest, net in the Condensed Consolidated Statement of Operations. The related tax impacts were insignificant.

(2)	Amounts reclassified from Accumulated other comprehensive income (loss), net of tax, were recorded in Other income (expense), net in the Condensed Consolidated Statement of Operations. The related tax impacts were insignificant.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Consolidated Results of Operations: An analysis and discussion of our financial results comparing our consolidated results of operations for the three months ended January 31, 2014 to the three months ended January 31, 2013.

•	Segment Results of Operations: An analysis and discussion of our financial results comparing the results of operations for each of our three reportable segments, Americas, EMEA, and ASPAC, for the three months ended January 31, 2014 to the three months ended January 31, 2013.

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•	Our consolidated total net revenues for the three months ended January 31, 2014 were $436.1 million, compared to $428.7 million for the three months ended January 31, 2013.

•	We had a $16.1 million consolidated net loss in the three months ended January 31, 2014.

•	Net cash provided by operating activities for the three months ended January 31, 2014 totaled $31.9 million, which included the impact of the $61.2 million securities class action litigation settlement payment, which was offset by the increase in cash flows as a result of our continued focus on improving working capital management.

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(1)	Contractual obligations for the 2011 Credit Agreement include interest calculated using the rate in effect as of January 31, 2014.

(2)	Operating leases include $104.7 million of minimum contractual obligations on leases for our taxi solutions business where payments are based upon the number of operational taxicabs with our advertising displays as of January 31, 2014.

(3)	Installment payments under the Brazilian Federal Tax Amnesty Program that is described further in Note 8, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information.

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ITEM 4.	CONTROLS AND PROCEDURES

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ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

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•	the type, timing, and size of orders and shipments;

•	delays in the implementation, including obtaining certifications, delivery and customer acceptance of our products and services, which may impact the timing of our recognition of net revenues, as well as the amount of our net revenues;

•	delays in customer purchases in anticipation of product or service enhancements or due to uncertainty in economic conditions;

•	demand for and acceptance of our new product and services offerings;

•	changes in competitive conditions, including from traditional payment solution providers and from alternative payment solution providers;

•	the rate at which we transition customers to our services model;

•	decisions by our distributors and other customers relating to the overall channel inventories of our products held in a particular quarter;

•	changes in market conditions, such as fluctuations in currency exchange rates;

•	variations in product mix and cost during any period;

•	development of new customer and distributor relationships or new types of customers, penetration of new markets and maintenance and enhancement of existing relationships with customers, distributors and strategic partners, as well as the mix of customers in a particular quarter;

•	component supply, manufacturing, or distribution difficulties;

•	timing of commencement, execution, or completion of major product or service implementation projects;

•	timing of governmental, statutory and industry association requirements, such as PCI compliance deadlines or EMV adoption in the U.S. or elsewhere;

•	the relative geographic mix of net revenues;

•	the fixed nature of many of our expenses;

•	changes in credit card interchange and assessment fees, which are set by the credit card networks and are a component of the cost of providing some of our newer product offerings, including the Payment-as-a-Service solution and in-taxi payments solutions;

•	industry, market and economic conditions, including competitive pressures and related impacts, such as inventory obsolescence;

•	the introduction of new or stricter laws and regulations in jurisdictions where we operate, such as data protection or data privacy laws and regulations covering hazardous substances, that may cause us to incur additional compliance or implementation costs and/or costs to alter our business operations; and

•	the introduction of new laws and regulations, or changes in implementation of existing laws and regulations, in jurisdictions where we operate may create uncertainty regarding the business operations of our customers or distributors, which may lead to slowed or reduced orders from our customers or distributors.

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•	multiple, changing, and often inconsistent enforcement of laws and regulations;

•	local regulatory or industry imposed requirements, including security or other certification requirements;

•	competition from existing market participants, including strong global or local competitors that may have a longer history in and greater familiarity with the international markets we enter;

•	tariffs and trade barriers;

•	higher costs and complexities of compliance with international and U.S. laws and regulations such as import and trade regulations and embargoes, trade sanctions, export requirements and local tax laws;

•	laws and business practices that may favor local competitors;

•	restrictions on the repatriation of funds, including remittance of dividends by foreign subsidiaries, foreign currency exchange restrictions, and currency exchange rate fluctuations;

•	less favorable payment terms and increased difficulty in collecting accounts receivable and developing payment histories that support collectability of accounts receivable and revenue recognition;

•	different and/or more stringent labor laws and practices, such as the mandated use of workers' councils and labor unions, or laws that provide for broader definitions of employer/employee relationships;

•	different and/or more stringent data protection, privacy and other laws;

•	changes or instability in a specific country's or region's political or economic conditions; and

•	greater difficulty in safeguarding intellectual property in areas such as China, India, Russia, and Latin America.

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•	rapid technological advancements;

•	frequent product introductions and enhancements;

•	local certification requirements and product customizations;

•	evolving industry and government performance and security standards and regulatory requirements;

•	introductions of competitive products, including products that customers may decide have better functions and features, and alternative payment solutions, such as mobile payments and processing, at the POS; and

•	rapidly changing customer and end user preferences or requirements.

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the manufacturing processes at our third-party contract manufacturers could become concentrated in a shorter time period. This concentration of manufacturing could increase manufacturing costs, such as costs associated with the expediting of orders, and negatively impact our gross margins. The risk of higher levels of obsolete or excess inventory write-offs would also increase if we were to hold higher inventory levels to counteract this effect;

•	the higher concentration of orders may make it difficult to accurately forecast component requirements and, as a result, we could experience a shortage of the components needed for production, possibly delaying shipments and causing lost orders;

•	if we are unable to fill orders at the end of a quarter, shipments may be delayed. This could cause us to fail to meet our revenue and operating profit expectations for a particular quarter and could increase the fluctuation of quarterly results if shipments are delayed from one fiscal quarter to the next or orders are canceled by customers; and

•	in order to fulfill orders at the end of a quarter, we may be forced to deliver our products using air freight which would result in increased distribution costs.

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•	securing commercial relationships to help establish or increase our presence in new and existing international markets;

•	hiring and training personnel capable of marketing, installing and integrating our solutions, supporting customers, and effectively managing operations in foreign countries;

•	adapting our solutions to meet local requirements and regulations, and to target the specific needs and preferences of foreign customers, which may differ from our traditional customer base in the markets we currently serve;

•	building our brand name and awareness of our services in new and existing international markets;

•	enhancing our business infrastructure to enable us to efficiently manage the higher costs of operating across a larger span of geographic regions and international jurisdictions; and

•	implementing effective systems, procedures, and controls to monitor and manage our operations across our international markets.

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•	maintaining significant inventory of components that are in limited supply;

•	buying components in bulk for better pricing;

•	entering into purchase commitments based on early estimates of quantities for longer lead time components;

•	responding to the unpredictable demand for products;

•	cancellation of customer orders;

•	responding to customer requests for quick delivery schedules; and

•	timing of end-of-life decisions regarding products

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•	the need to integrate the operations, business systems, and personnel of the acquired business, technology or product, including coordinating the efforts of the sales operations, in a cost-effective manner;

•	the challenge of managing acquired lines of business, particularly those lines of business with which we have limited operational experience;

•	the need to integrate or migrate the information technology infrastructures of acquired operations into our information technology systems and resources in an effective and timely manner;

•	the need to migrate our acquired businesses to our common enterprise resource planning information system and integrating all operations, sales, accounting, and administrative activities for the combined company, all in a cost-effective and timely manner;

•	the need to coordinate research and development and support activities across our existing and newly acquired products and services in a cost-effective manner;

•	the challenges of incorporating acquired technologies, products and service offerings into our next generation of products and solutions in an effective and timely manner;

•	the potential disruption of our ongoing business, including the diversion of management attention to issues related to integration and administration;

•	entering markets in which we have limited prior experience;

•	in the case of international acquisitions, the need to integrate operations across different jurisdictions, cultures and languages and to address the particular economic, foreign currency, political, legal, compliance and regulatory risks, including with respect to countries where we previously had limited operations;

•	the possible inability to realize the desired financial and strategic benefits from any or all of our acquisitions or investments in the time frame expected, or at all;

•	the loss of all or part of our investment;

•	the loss of customers and partners of acquired businesses;

•	the need to integrate each company's accounting, legal, management, information, human resource and other administrative systems to enable effective management, and the lack of control if such integration is delayed or unsuccessful;

•	the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;

•	the risk that increasing complexity inherent in operating a larger global business and managing a broader range of solutions and service offerings may impact the effectiveness of our internal controls and adversely affect our financial reporting processes;

•	the failure or impracticality to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company, which could result in unexpected litigation, unanticipated liabilities, additional costs, unfavorable accounting treatment or other adverse effects; and

•	the dependency on the retention and performance of key management and employees of acquired businesses for the day-to-day management and future operating results of these businesses.

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•	we may be unable to hedge currency risk for some transactions because of a high level of uncertainty or the inability to reasonably estimate our foreign exchange exposures; and

•	we may be unable to acquire foreign exchange hedging instruments in some of the geographic areas where we do business, or, even where these derivatives are available, we may choose not to hedge because of their high cost.

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•	requiring the dedication of a significant portion of our expected cash flow to service the indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including dividends, capital expenditures, investments, and acquisitions;

•	increasing our vulnerability to general adverse economic conditions;

•	limiting our ability to obtain additional financing on acceptable terms; and

•	placing us at a possible competitive disadvantage to less-leveraged competitors and competitors that have better access to capital resources.

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•	authorization of the issuance of “blank check” preferred stock without the need for action by stockholders;

•	the amendment of our organizational documents only by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote at an election of directors;

•	provision that any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of the directors then in office;

•	inability of stockholders to call special meetings of stockholders; and

•	advance notice requirements for board nominations and proposing matters to be acted on by stockholders at annual stockholder meetings.

•	actual or anticipated variations in quarterly operating results;

•	changes in our financial guidance or financial estimates by any securities analysts who might cover our stock, or our failure to meet our financial guidance or the estimates made by securities analysts;

•	uncertainty about current global economic conditions;

•	changes in the market valuations of other companies operating in our industry;

•	announcements by us or our competitors related to significant acquisitions, strategic partnerships, or divestitures;

•	additions or departures of key personnel; and

•	sales or purchases of our stock, including sales or purchases of our stock by our directors and officers or by significant stockholders.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 5.	OTHER INFORMATION

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ITEM 6.	EXHIBITS

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