Item 2.02 Results of Operations and Financial Condition.

On July 23, 2020, Manhattan Associates, Inc. ("we", "our", or the "Company") issued a press release providing its financial results for the three and six months ended June 30, 2020. A copy of this press release is attached as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

Non-GAAP Financial Measures in the Press Release

The press release includes, as additional information regarding our operating results, our adjusted operating income and margin, adjusted income tax provision, adjusted net income, adjusted diluted earnings per share and certain adjusted cost measures (collectively, "adjusted results"), which variously exclude the impact of equity-based compensation and acquisition-related costs, and the related income tax effects of these items. We have developed our internal reporting, compensation and planning systems using these additional financial measures.

These various measures are not in accordance with, or alternatives for, financial measures calculated in accordance with generally accepted accounting principles in the United States ("GAAP") and may be different from similarly titled non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP.

Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons:

          •   Equity-based compensation expense typically does not require cash
              settlement by the Company. We do not include this expense when
              assessing our operating performance and believe our peers also
              typically present non-GAAP results that exclude equity-based
              compensation expense. We similarly exclude the tax benefits or
              deficiencies of vested stock awards caused by differences in the
              amount deductible for tax purposes related to the stock award from
              the compensation expense recorded for financial reporting purposes.




          •   From time to time, we incur acquisition-related costs consisting
              primarily of (i) accounting and legal expenses, whether or not we
              ultimately consummate a proposed acquisition, (ii) certain unusual
              costs, such as employee retention benefits, resulting from
              pre-acquisition arrangements and (iii) amortization of
              acquisition-related intangible assets. These costs are difficult to
              predict and, if and when incurred, generally are not expenses
              associated with our core operations. We exclude these costs and the
              related income tax effects from our internal assessments of our
              operating performance and believe our peers also typically present
              non-GAAP results that exclude similar acquisition-related costs.

We believe reporting adjusted results facilitates investors' understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement. Management refers to adjusted results in making operating decisions because we believe they provide meaningful supplemental information regarding our operational performance and our ability to invest in research and development and fund acquisitions and

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capital expenditures. In addition, adjusted results facilitate management's internal comparisons to our historical operating results and comparisons to competitors' operating results.

Further, we rely on adjusted results as primary measures to review and assess the operating performance of our Company and our management team in connection with our executive compensation and bonus plans. Since most of our employees are not directly involved with decisions surrounding acquisitions, restructurings and other items that are not central to our core operations, we do not believe it is appropriate or fair to have their incentive compensation affected by these items.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit
Number      Description
99.1          Press Release, dated July 23, 2020
104         Cover Page Interactive Data File (embedded within the
            Inline XBRL document)






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