v

May 8, 2014
Financial Overview and
Regulation G Disclosure
Q2 2014

2014 Epicor Software Corporation
2
Regulation G Disclosure
Historical Financial Summary
Reconciliation of Net Loss to Adjusted EBITDA
GAAP to Non-GAAP Reconciliation





Contents
2014 Epicor Software Corporation
3
To supplement our unaudited condensed consolidated financial statements prepared in accordance with generally accepted accounting principles
(GAAP) in the United States for interim financial information, Epicor Software Corporation (the Company, we, our) uses certain non-GAAP
financial measures as defined under the rules and regulations of the Securities and Exchange Commission. These include (i) EBITDA and (ii)
Adjusted EBITDA, which are used by management in its evaluation, and we believe help provide investors with a more complete understanding, of the
Company's underlying operational results and trends and our marketplace performance. The presentation of this additional information is not meant to
be considered in isolation or as a substitute for comprehensive income (loss), or any component thereof, in accordance with GAAP.
In calculating EBITDA, we add back interest, income taxes, depreciation and amortization to net income (loss). In calculating Adjusted EBITDA, we
add back certain non-cash, non-recurring and other items (such as share-based compensation, purchase accounting adjustments, acquisition-related
costs, restructuring costs, management fees and other one-time costs) to EBITDA and net income (loss), as required by various covenants in the
indenture governing our Senior Notes and our Senior Secured Credit Facilities.
We believe that EBITDA and Adjusted EBITDA are useful financial metrics to assess our operating performance from period to period by excluding
certain items that we believe are not representative of our core business. We believe that these non-GAAP financial measures provide investors with
useful tools for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and
to undertake capital expenditures. We use EBITDA and Adjusted EBITDA for business planning purposes and in measuring our performance relative
to that of our competitors.
We believe EBITDA and Adjusted EBITDA are measures commonly used by investors to evaluate our performance and that of our competitors.
EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our use of the terms EBITDA and Adjusted EBITDA varies
from others in our industry. EBITDA and Adjusted EBITDA should not be considered as alternatives to comprehensive income (loss), net income
(loss), operating income (loss) or any other performance measures derived in accordance with GAAP as measures of operating performance or
operating cash flows or as measures of liquidity.
EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis
of our results as reported under GAAP.
For example, EBITDA and Adjusted EBITDA:
exclude certain tax payments that may represent a reduction in cash available to us;
exclude amortization of intangible assets, which were acquired in acquisitions of businesses in exchange for cash;
do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
do not reflect changes in, or cash requirements for, our working capital needs; and
do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

Other Non-GAAP operating results
We refer to cost of sales and operating expenses excluding depreciation and amortization, share-based compensation expense, acquisition-related
costs, restructuring costs, management fees and other one-time costs as an indication of our baseline performance for these operating items that are
considered by management to be outside of our core operating results. Further, these Non-GAAP operating expenses are among the primary cost-
related components of our operating results that management uses as a basis for planning and forecasting future periods. Additionally, we refer to
Non-GAAP revenues and Non-GAAP Operating Income. Non-GAAP revenues exclude the effects of purchase accounting adjustments to deferred
revenue. Non-GAAP Operating Income excludes the deferred revenue purchase accounting adjustments and the excluded expense items referred to
above. As also referred to above, these measures are not recognized measurements under GAAP, and when analyzing the Company's operating
performance, readers should use these measures in addition to, and not as an alternative for, any component of revenues, operating income (loss) or
net income (loss) determined in accordance with GAAP.






Regulation G Disclosure
2014 Epicor Software Corporation
4
Notes:
1. Free Cash Flow calculated as Adj. EBITDA CapEx.
2. Revenues are Non-GAAP revenues.
3. Fiscal year ended September 30.

$22
$31
$37
$29 $29
$166
$163
$187
$218
$228
$0
$25
$50
$75
$100
$125
$150
$175
$200
$225
$250
$0
$10
$20
$30
$40
$50
$60
FY10 FY11 FY12 FY13 Q2'14
LTM
Revenue
(2)
Adjusted EBITDA $s and %

CapEx and FCF
(1)

$188
$194
$224
$247
$257
23% 23%
26%
26%
26%
0%
5%
10%
15%
20%
25%
30%
$150
$175
$200
$225
$250
$275
$300
FY10 FY11 FY12 FY13 Q2'14
LTM
$813
$847
$871
$968
$985
$750
$775
$800
$825
$850
$875
$900
$925
$950
$975
$1,000
FY10 FY11 FY12 FY13 Q2'14
LTM
Historical Financial Summary
($s in millions)
2014 Epicor Software Corporation
5
Reconciliation of Net Loss to Adjusted EBITDA
Three Months Ended Six Months Ended
(Unaudited, in thousands) March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013
Net loss (3,250) $ (12,804) $ (17,188) $ (26,367) $
Acquisition-related costs 2,064 2,392 3,968 3,844
Deferred revenue and other purchase accounting adjustments 189 1,578 490 4,638
Adjusted net loss (997) (8,834) (12,730) (17,885)
Interest expense 21,632 22,947 44,417 46,989
Income tax benefit (3,173) (4,080) (1,217) (7,565)
Depreciation and amortization 42,167 40,818 83,024 80,536
Non-cash charges (share-based compensation expense) 1,898 1,659 3,996 3,194
Management fees paid to Apax 493 488 1,001 973
Restructuring costs 1,497 1,649 1,612 3,493
Other (income) / expense and one-time related items (118) 1,881 2,451 3,062
Adjusted EBITDA 63,399 $ 56,528 $ 122,554 $ 112,797 $
2014 Epicor Software Corporation
6
Reconciliation of Net Loss to Adjusted EBITDA
(Unaudited, in thousands) June 30, 2013 September 30, 2013 December 31, 2013 March 31, 2014
Net loss (9,636) $ (4,370) $ (13,938) $ (3,250) $
Acquisition-related costs 2,018 2,699 1,904 2,064
Deferred revenue and other purchase accounting adjustments 1,085 618 301 189
Adjusted net loss (6,533) (1,053) (11,733) (997)
Interest expense 22,935 22,745 22,785 21,632
Income tax expense (benefit) (1,324) 4,127 1,956 (3,173)
Depreciation and amortization 39,707 40,622 40,857 42,167
Non-cash charges (share-based compensation expense) 1,420 159 2,098 1,898
Management fees paid to Apax 528 494 508 493
Restructuring costs 606 791 115 1,497
Other (income) / expense and one-time related items 1,320 7,493 2,569 (118)
Adjusted EBITDA 58,659 $ 75,378 $ 59,155 $ 63,399 $
Three Months Ended
2014 Epicor Software Corporation
7
GAAP

Three months Ended
March 31, 2014 Adjustment
Three months Ended
March 31, 2014
Revenues:
Software and software related services:
Software license 32,288 $ - $ 32,288 $
Software and cloud subscriptions 21,340 - 21,340
Software support 107,583 17 [a] 107,600
Total software and software related services 161,211 17 161,228
Professional services 59,288 71 [a] 59,359
Hardware and other 22,254 111 [a] 22,365
Total revenues 242,753 199 242,952
Operating expenses:
Cost of software and software related services revenues 36,132 (10) [c] 36,122
Cost of professional services revenues 45,518 (2) [b][c][d] 45,516
Cost of hardware and other revenues 16,317 (15) [c][d] 16,302
Sales and marketing 40,388 (614) [b][c][d] 39,774
Product development 26,721 (221) [c][d] 26,500
General and administrative 15,464 (108) [a][b][c][d] 15,356
Depreciation and amortization 42,167 (42,167) -
Acquisition-related costs 2,064 (2,064) -
Restructuring costs 1,497 (1,497) -
Total operating expenses 226,268 (46,698) 179,570
Operating income 16,485 46,897 $ 63,382 $
Interest expense (21,632) 21,632 -
Other income (expense), net (1,276) 1,293 17

Loss before income taxes (6,423) 69,822 63,399
Income tax benefit (3,173) 3,173 -

Net loss (3,250) $ 66,649 63,399
[a] Excluded amount represents deferred revenue and other purchase accounting adjustments.
[b] Excluded amount represents other one-time expenses recorded in the period.
[c] Excluded amount represents non-cash compensation expense for restricted units in Eagle Topco, Ltd.
[d] Excluded amount represents deferred compensation expense.
Epicor Software Corporation
GAAP to Non-GAAP Reconciliation
Three months ended March 31, 2014
(Unaudited, in thousands)
Non-GAAP




2014 Epicor Software Corporation
8
GAAP

Three months Ended
March 31, 2013 Adjustment
Three months Ended
March 31, 2013
Revenues:
Software and software related services:
Software license 31,700 $ 238 $ [a] 31,938 $
Software and cloud subscriptions 20,412 - 20,412
Software support 103,343 1,065 [a] 104,408
Total software and software related services 155,455 1,303 156,758
Professional services 60,215 139 [a] 60,354
Hardware and other 22,881 103 [a] 22,984
Total revenues 238,551 1,545 240,096
Operating expenses:
Cost of software and software related services revenues 37,001 (35) [c] 36,966
Cost of professional services revenues 45,734 (118) [b][c][d] 45,616
Cost of hardware and other revenues 18,425 (10) [c][d] 18,415
Sales and marketing 41,397 (675) [b][c][d] 40,722
Product development 25,862 (370) [b][c][d] 25,492
General and administrative 18,501 (2,154) [a][b][c][d] 16,347
Depreciation and amortization 40,818 (40,818) -
Acquisition-related costs 2,392 (2,392) -
Restructuring costs 1,649 (1,649) -
Total operating expenses 231,779 (48,221) 183,558
Operating income 6,772 49,766 $ 56,538 $
Interest expense (22,947) 22,947 -
Other income (expense), net (709) 698 (10)

Loss before income taxes (16,884) 73,411 56,528
Income tax benefit (4,080) 4,080 -

Net loss (12,804) $ 69,331 56,528
[a] Excluded amount represents deferred revenue and other purchase accounting adjustments.
[b] Excluded amount represents other one-time expenses recorded in the period.
[c] Excluded amount represents non-cash compensation expense for restricted units in Eagle Topco, Ltd.
[d] Excluded amount represents deferred compensation expense.
Epicor Software Corporation
GAAP to Non-GAAP Reconciliation
Three months ended March 31, 2013
(Unaudited, in thousands)
Non-GAAP




2014 Epicor Software Corporation
9
GAAP

Six months Ended
March 31, 2014 Adjustment
Six months Ended
March 31, 2014
Revenues:
Software and software related services:
Software license 69,692 $ - $ 69,692 $
Software and cloud subscriptions 42,620 - 42,620
Software support 213,941 147 [a] 214,088
Total software and software related services 326,253 147 326,400
Professional services 115,592 144 [a] 115,736
Hardware and other 45,918 215 [a] 46,133
Total revenues 487,763 506 488,269
Operating expenses:
Cost of software and software related services revenues 73,037 (37) [c][d] 73,000
Cost of professional services revenues 89,930 (45) [b][c][d] 89,885
Cost of hardware and other revenues 34,616 (30) [c][d] 34,586
Sales and marketing 83,440 (1,282) [b][c][d] 82,158
Product development 54,492 (533) [c][d] 53,959
General and administrative 37,385 (5,259) [a][b][c][d] 32,126
Depreciation and amortization 83,024 (83,024) -
Acquisition-related costs 3,968 (3,968) -
Restructuring costs 1,612 (1,612) -
Total operating expenses 461,504 (95,790) 365,714
Operating income 26,259 96,296 $ 122,555 $
Interest expense (44,417) 44,417 -
Other income (expense), net (247) 247 (1)

Loss before income taxes (18,405) 140,960 122,554
Income tax benefit (1,217) 1,216 -

Net loss (17,188) $ 139,743 122,554
[a] Excluded amount represents deferred revenue and other purchase accounting adjustments.
[b] Excluded amount represents other one-time expenses recorded in the period.
[c] Excluded amount represents non-cash compensation expense for restricted units in Eagle Topco, Ltd.
[d] Excluded amount represents deferred compensation expense.
Epicor Software Corporation
GAAP to Non-GAAP Reconciliation
Six months ended March 31, 2014
(Unaudited, in thousands)
Non-GAAP




2014 Epicor Software Corporation
10
GAAP

Six months Ended
March 31, 2013 Adjustment
Six months Ended
March 31, 2013
Revenues:
Software and software related services:
Software license 61,386 $ 513 $ 61,899 $
Software and cloud subscriptions 39,872 12 39,884
Software support 205,000 3,332 [a] 208,332
Total software and software related services 306,258 3,857 310,115
Professional services 115,394 450 [a] 115,844
Hardware and other 45,353 206 [a] 45,559
Total revenues 467,005 4,513 471,518
Operating expenses:
Cost of software and software related services revenues 71,069 (71) [c][d] 70,998
Cost of professional services revenues 90,148 (332) [b][c][d] 89,816
Cost of hardware and other revenues 36,010 (18) [c][d] 35,992
Sales and marketing 81,448 (1,168) [c][d] 80,280
Product development 49,674 (573) [c][d] 49,101
General and administrative 37,302 (4,606) [a][b][c][d] 32,696
Depreciation and amortization 80,536 (80,536) -
Acquisition-related costs 3,844 (3,844) -
Restructuring costs 3,493 (3,493) -
Total operating expenses 453,524 (94,641) 358,883
Operating income 13,481 99,154 $ 112,635 $
Interest expense (46,989) 46,989 -
Other income (expense), net (424) 586 162

Loss before income taxes (33,932) 146,729 112,798
Income tax expense (7,565) 7,565 -

Net loss (26,367) $ 139,165 112,798
[a] Excluded amount represents deferred revenue and other purchase accounting adjustments.
[b] Excluded amount represents other one-time expenses recorded in the period.
[c] Excluded amount represents non-cash compensation expense for restricted units in Eagle Topco, Ltd.
[d] Excluded amount represents deferred compensation expense.
Epicor Software Corporation
GAAP to Non-GAAP Reconciliation
Six months ended March 31, 2013
(Unaudited, in thousands)
Non-GAAP