Georgia
|
|
58-2567903
|
(
State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
10 Glenlake Parkway, North Tower, Atlanta, Georgia
|
|
30328-3473
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange
on which registered
|
Common Stock, No Par Value
Series A Junior Participating Preferred Share Purchase Rights
|
|
New York Stock Exchange
New York Stock Exchange
|
|
|
|
Page
|
PART I
|
|||
ITEM 1.
|
|
||
ITEM 1A.
|
|
||
ITEM 2.
|
|
||
ITEM 3.
|
|
||
PART II
|
|||
ITEM 5.
|
|
||
ITEM 6.
|
|
||
ITEM 7.
|
|
||
ITEM 7A.
|
|
||
ITEM 8.
|
|
||
ITEM 9.
|
|
||
ITEM 9A.
|
|
||
ITEM 9B.
|
|
||
PART III
|
|||
ITEM 10.
|
|
||
ITEM 11.
|
|
||
ITEM 12.
|
|
||
ITEM 13.
|
|
||
ITEM 14.
|
|
||
PART IV
|
|||
ITEM 15.
|
|
||
|
|
SIGNATURES
|
|
Year Ended May 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
1,394,675
|
|
|
$
|
1,234,818
|
|
|
$
|
1,031,997
|
|
Canada
|
311,000
|
|
|
332,434
|
|
|
330,872
|
|
|||
North America merchant services
|
1,705,675
|
|
|
1,567,252
|
|
|
1,362,869
|
|
|||
|
|
|
|
|
|
||||||
Europe
|
522,593
|
|
|
489,300
|
|
|
359,567
|
|
|||
Asia-Pacific
|
147,655
|
|
|
147,295
|
|
|
137,366
|
|
|||
International merchant services
|
670,248
|
|
|
636,595
|
|
|
496,933
|
|
|||
|
|
|
|
|
|
||||||
Consolidated revenues
|
$
|
2,375,923
|
|
|
$
|
2,203,847
|
|
|
$
|
1,859,802
|
|
|
|
|
|
|
|
•
|
grow our direct merchant services market share by concentrating on the small and mid-market merchant segments, while selectively targeting national merchants that meet our profitability criteria;
|
•
|
expand our direct merchant services distribution channels, including our existing sales force, ISOs, original equipment manufacturer (“OEMs”), VARs, e-commerce, mobile wallet software and other referral relationships;
|
•
|
focus on high potential markets and channels including emerging technologies;
|
•
|
continue to develop seamless multinational solutions for leading global customers;
|
•
|
provide customer service at levels that exceed our competition, while investing in technology, training and product enhancements;
|
•
|
provide enhanced products and services by developing value-added applications, enhancing existing products and developing new systems and services to blend technology with customer needs;
|
•
|
drive efficiencies throughout our technology infrastructure ;
|
•
|
pursue potential domestic and international acquisitions or investments in and alliances with companies that have high growth potential or significant market presence
|
•
|
If we are unable to successfully integrate the benefits plans, duties and responsibilities, and other factors of interest to the management and employees of the acquired business, we could lose employees to our competitors in the region, which could significantly affect our ability to operate the business and complete the integration;
|
•
|
If the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers to our competitors, which would reduce our revenues and earnings; and
|
•
|
The acquisition and the related integration could divert the attention of our management from other strategic matters including possible acquisitions and alliances and planning for new product development or expansion into new electronic payments markets.
|
•
|
divide our Board of Directors into three classes, with members of each class to be elected in staggered three-year terms;
|
•
|
limit the right of shareholders to remove directors;
|
•
|
regulate how shareholders may present proposals or nominate directors for election at annual meetings of shareholders; and
|
•
|
authorize our Board of Directors to issue preferred shares in one or more series, without shareholder approval.
|
Type of Facility
|
Leased
|
|
Owned
|
||
Facilities in the United States:
|
|
|
|
||
Multi-Purpose (Operations, Sales, Administrative)
|
7
|
|
|
—
|
|
Operations/Customer Support
|
1
|
|
|
—
|
|
Sales and retail branches
|
2
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
|
|
|
||
International Facilities:
|
|
|
|
||
Multi-Purpose (Operations, Sales, Administrative)
|
8
|
|
|
3
|
|
Operations/Customer Support
|
8
|
|
|
—
|
|
Sales and retail branches
|
13
|
|
|
—
|
|
|
29
|
|
|
3
|
|
Total
|
39
|
|
|
3
|
|
|
High
|
|
Low
|
|
Dividend
Per Share
|
||||||
Fiscal 2013:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
45.10
|
|
|
$
|
39.37
|
|
|
$
|
0.02
|
|
Second Quarter
|
44.43
|
|
|
41.01
|
|
|
0.02
|
|
|||
Third Quarter
|
51.24
|
|
|
42.99
|
|
|
0.02
|
|
|||
Fourth Quarter
|
49.90
|
|
|
43.37
|
|
|
0.02
|
|
|||
|
|
|
|
|
|
||||||
Fiscal 2012:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
52.75
|
|
|
$
|
41.02
|
|
|
$
|
0.02
|
|
Second Quarter
|
47.70
|
|
|
38.26
|
|
|
0.02
|
|
|||
Third Quarter
|
52.55
|
|
|
43.69
|
|
|
0.02
|
|
|||
Fourth Quarter
|
53.93
|
|
|
41.19
|
|
|
0.02
|
|
|
Global
Payments
|
|
S&P
500
|
|
S&P
Information
Technology
|
||||||
|
|
|
|
|
|
||||||
May 31, 2008
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
May 31, 2009
|
76.32
|
|
|
67.73
|
|
|
71.24
|
|
|||
May 31, 2010
|
89.70
|
|
|
81.58
|
|
|
91.52
|
|
|||
May 31, 2011
|
110.67
|
|
|
102.76
|
|
|
110.86
|
|
|||
May 31, 2012
|
90.64
|
|
|
102.33
|
|
|
119.25
|
|
|||
May 31, 2013
|
102.51
|
|
|
130.24
|
|
|
137.29
|
|
|
Year Ended May 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,375,923
|
|
|
$
|
2,203,847
|
|
|
$
|
1,859,802
|
|
|
$
|
1,642,468
|
|
|
$
|
1,462,306
|
|
|
Operating income
(1)
|
357,213
|
|
|
307,349
|
|
|
331,594
|
|
|
323,279
|
|
|
292,546
|
|
|
|||||
Income from continuing operations, net of tax
(1)
|
238,713
|
|
|
217,566
|
|
|
229,131
|
|
|
223,010
|
|
|
207,017
|
|
|
|||||
Net income attributable to Global Payments
(1).(2)
|
216,125
|
|
|
188,161
|
|
|
209,238
|
|
|
203,317
|
|
|
37,217
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
(1),(2)
|
$
|
2.78
|
|
|
$
|
2.39
|
|
|
$
|
2.62
|
|
|
$
|
2.51
|
|
|
$
|
0.46
|
|
|
Diluted earnings per share
(1),(2)
|
2.76
|
|
|
2.37
|
|
|
2.60
|
|
|
2.48
|
|
|
0.46
|
|
|
|||||
Dividends per share
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at year end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,125,056
|
|
|
$
|
2,688,143
|
|
|
$
|
3,350,531
|
|
|
$
|
2,039,326
|
|
|
$
|
1,676,821
|
|
|
Borrowings under lines of credit
|
187,461
|
|
|
215,391
|
|
|
270,745
|
|
|
79,187
|
|
|
10,174
|
|
|
|||||
Borrowings under long-term debt agreements
|
963,469
|
|
|
312,985
|
|
|
354,019
|
|
|
421,134
|
|
|
197,003
|
|
|
|||||
Total equity
(3)
|
1,286,607
|
|
|
1,300,921
|
|
|
1,337,817
|
|
|
871,517
|
|
|
678,243
|
|
|
(1)
|
Includes processing system intrusion charges of $36,775 and $84,438 in fiscal 2013 and 2012, respectively. Also includes impairment, restructuring and other charges of $2,583 in fiscal 2010.
|
(2)
|
Also includes a pre-tax impairment charge of $147,664 in fiscal 2009 related to our money transfer business that has been reclassified to discontinued operations.
|
(3)
|
Includes the impact of the retrospective adoption of new accounting guidance concerning noncontrolling interests adopted in fiscal year 2010.
|
(dollar amounts in thousands)
|
2013
|
|
% of Revenue
(1)
|
|
2012
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
1,394,675
|
|
|
58.7
|
%
|
|
$
|
1,234,818
|
|
|
56.0
|
%
|
|
$
|
159,857
|
|
|
12.9
|
%
|
Canada
|
311,000
|
|
|
13.1
|
%
|
|
332,434
|
|
|
15.1
|
%
|
|
(21,434
|
)
|
|
(6.4
|
)%
|
|||
North America merchant services
|
1,705,675
|
|
|
71.8
|
%
|
|
1,567,252
|
|
|
71.1
|
%
|
|
138,423
|
|
|
8.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Europe
|
522,593
|
|
|
22.0
|
%
|
|
489,300
|
|
|
22.2
|
%
|
|
33,293
|
|
|
6.8
|
%
|
|||
Asia-Pacific
|
147,655
|
|
|
6.2
|
%
|
|
147,295
|
|
|
6.7
|
%
|
|
360
|
|
|
0.2
|
%
|
|||
International merchant services
|
670,248
|
|
|
28.2
|
%
|
|
636,595
|
|
|
28.9
|
%
|
|
33,653
|
|
|
5.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
$
|
2,375,923
|
|
|
100
|
%
|
|
$
|
2,203,847
|
|
|
100
|
%
|
|
$
|
172,076
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
862,075
|
|
|
36.3
|
%
|
|
$
|
784,756
|
|
|
35.6
|
%
|
|
$
|
77,319
|
|
|
9.9
|
%
|
Sales, general and administrative
|
1,119,860
|
|
|
47.1
|
%
|
|
1,027,304
|
|
|
46.6
|
%
|
|
92,556
|
|
|
9.0
|
%
|
|||
Processing system intrusion
|
36,775
|
|
|
1.5
|
%
|
|
84,438
|
|
|
3.8
|
%
|
|
(47,663
|
)
|
|
(56.4
|
)%
|
|||
Operating income
|
$
|
357,213
|
|
|
15.0
|
%
|
|
$
|
307,349
|
|
|
13.9
|
%
|
|
$
|
49,864
|
|
|
16.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss) for segments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America merchant services
|
$
|
258,910
|
|
|
|
|
$
|
281,305
|
|
|
|
|
$
|
(22,395
|
)
|
|
(8.0
|
)%
|
||
International merchant services
|
211,242
|
|
|
|
|
196,137
|
|
|
|
|
15,105
|
|
|
7.7
|
%
|
|||||
Corporate
(2)
|
(112,939
|
)
|
|
|
|
(170,093
|
)
|
|
|
|
57,154
|
|
|
(33.6
|
)%
|
|||||
Operating income
|
$
|
357,213
|
|
|
|
|
$
|
307,349
|
|
|
|
|
$
|
49,864
|
|
|
16.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin for segments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America merchant services
|
15.2
|
%
|
|
|
|
17.9
|
%
|
|
|
|
(2.7
|
)%
|
|
|
||||||
International merchant services
|
31.5
|
%
|
|
|
|
30.8
|
%
|
|
|
|
0.7
|
%
|
|
|
(dollar amounts in thousands)
|
2012
|
|
% of Revenue
(1)
|
|
2011
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
1,234,818
|
|
|
56.0
|
%
|
|
$
|
1,031,997
|
|
|
55.5
|
%
|
|
$
|
202,821
|
|
|
19.7
|
%
|
Canada
|
332,434
|
|
|
15.1
|
%
|
|
330,872
|
|
|
17.8
|
%
|
|
1,562
|
|
|
0.5
|
%
|
|||
North America merchant services
|
1,567,252
|
|
|
71.1
|
%
|
|
1,362,869
|
|
|
73.3
|
%
|
|
204,383
|
|
|
15.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Europe
|
489,300
|
|
|
22.2
|
%
|
|
359,567
|
|
|
19.3
|
%
|
|
129,733
|
|
|
36.1
|
%
|
|||
Asia-Pacific
|
147,295
|
|
|
6.7
|
%
|
|
137,366
|
|
|
7.4
|
%
|
|
9,929
|
|
|
7.2
|
%
|
|||
International merchant services
|
636,595
|
|
|
28.9
|
%
|
|
496,933
|
|
|
26.7
|
%
|
|
139,662
|
|
|
28.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
$
|
2,203,847
|
|
|
100.0
|
%
|
|
$
|
1,859,802
|
|
|
100.0
|
%
|
|
$
|
344,045
|
|
|
18.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
784,756
|
|
|
35.6
|
%
|
|
$
|
665,017
|
|
|
35.8
|
%
|
|
$
|
119,739
|
|
|
18.0
|
%
|
Sales, general and administrative
|
1,027,304
|
|
|
46.6
|
%
|
|
863,191
|
|
|
46.4
|
%
|
|
164,113
|
|
|
19.0
|
%
|
|||
Processing system intrusion
|
84,438
|
|
|
3.8
|
%
|
|
—
|
|
|
NM
|
|
|
84,438
|
|
|
NM
|
|
|||
Operating income
|
$
|
307,349
|
|
|
13.9
|
%
|
|
$
|
331,594
|
|
|
17.8
|
%
|
|
$
|
(24,245
|
)
|
|
(7.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) for segments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America merchant services
|
$
|
281,305
|
|
|
|
|
$
|
268,233
|
|
|
|
|
$
|
13,072
|
|
|
4.9
|
%
|
||
International merchant services
|
196,137
|
|
|
|
|
143,911
|
|
|
|
|
52,226
|
|
|
36.3
|
%
|
|||||
Corporate
(2)
|
(170,093
|
)
|
|
|
|
(80,550
|
)
|
|
|
|
(89,543
|
)
|
|
(111.2
|
)%
|
|||||
Operating income
|
$
|
307,349
|
|
|
|
|
$
|
331,594
|
|
|
|
|
$
|
(24,245
|
)
|
|
(7.3
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin for segments:
|
|
|
|
|
|
|
|
|
|
|||||||||||
North America merchant services
|
17.9
|
%
|
|
|
|
19.7
|
%
|
|
|
|
(1.8
|
)%
|
|
|
||||||
International merchant services
|
30.8
|
%
|
|
|
|
29.0
|
%
|
|
|
|
1.8
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31,
2013 |
|
May 31,
2012 |
||||
Lines of credit:
|
(in thousands)
|
||||||
Corporate Credit Facility - long-term
|
$
|
309,955
|
|
|
$
|
229,500
|
|
Short-term lines of credit:
|
|
|
|
||||
United Kingdom Credit Facility
|
74,146
|
|
|
85,102
|
|
||
Hong Kong Credit Facility
|
38,134
|
|
|
54,564
|
|
||
Spain Credit Facility
|
28,041
|
|
|
17,241
|
|
||
Malaysia Credit Facility
|
14,025
|
|
|
12,844
|
|
||
Taiwan Credit Facility
|
8,359
|
|
|
—
|
|
||
Canada Credit Facility
|
6,866
|
|
|
20,033
|
|
||
Singapore Credit Facility
|
6,459
|
|
|
10,318
|
|
||
Philippines Credit Facility
|
6,384
|
|
|
6,336
|
|
||
Sri Lanka Credit Facility
|
1,978
|
|
|
2,291
|
|
||
Macau Credit Facility
|
1,966
|
|
|
2,443
|
|
||
Maldives Credit Facility
|
741
|
|
|
4,219
|
|
||
Brunei Credit Facility
|
362
|
|
|
—
|
|
||
Total short-term lines of credit
|
$
|
187,461
|
|
|
$
|
215,391
|
|
Total lines of credit
|
497,416
|
|
|
444,891
|
|
||
Notes payable
|
6,014
|
|
|
10,089
|
|
||
Term loans
|
647,500
|
|
|
73,396
|
|
||
Total debt
|
$
|
1,150,930
|
|
|
$
|
528,376
|
|
|
|
|
|
||||
Current portion
|
$
|
259,796
|
|
|
$
|
291,811
|
|
Long-term debt
|
891,134
|
|
|
236,565
|
|
||
Total debt
|
$
|
1,150,930
|
|
|
$
|
528,376
|
|
2014
|
$
|
259,796
|
|
2015
|
71,472
|
|
|
2016
|
381,427
|
|
|
2017
|
70,735
|
|
|
2018
|
367,500
|
|
|
Total
|
$
|
1,150,930
|
|
•
|
Corporate - an unsecured
five
-year,
$750.0 million
revolving credit facility, which we refer to as the Corporate Credit Facility with a syndicate of financial institutions. The multi-currency facility expires in
December 2015
and has a variable interest rate based on a market short-term interest rate plus a leverage based margin. On September 28, 2012, the Corporate Credit Facility was expanded from $600.0 million to
$750.0 million
by requesting additional commitments from new and existing lenders. The Corporate Credit Facility contains certain financial and non-financial covenants and events of default customary for financings of this nature.
|
•
|
United Kingdom- a revolving credit facility with HSBC Bank, for up to £
140.0 million
($212.3 million USD as of May 31, 2013) to fund settlement. This credit facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate was
1.9%
. This facility is subject to annual review. During the year ended May 31, 2013, this facility was amended to facilitate borrowings in multiple currencies.
|
•
|
Hong Kong - a revolving overdraft facility with HSBC Limited Hong Kong, for up to
1.0 billion
Hong Kong dollars ($128.8 million USD as of May 31, 2013) to fund settlement. In addition, the Hong Kong credit facility allows us to expand the size of the uncommitted facility to
1.5 billion
Hong Kong dollars. This facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on the facility was
0.9%
.
This facility is subject to annual review.
|
•
|
Canada - a revolving credit facility, which we refer to as our Canada Credit Facility, with the Canadian Imperial Bank of Commerce, or CIBC. The Canada Credit Facility is a facility which consists of a line of credit of
$25.0 million
Canadian dollars ($24.8 million USD as of May 31, 2013). In addition, the Canada Credit Facility allows us to expand the size of the uncommitted facility to
$30.0 million
Canadian dollars. This credit facility carries no termination date, but can be terminated by either party with advance notice. This credit facility has card association receivables and CIBC settlement related bank accounts as pledged collateral. This credit facility has a variable interest rate based on the Canadian dollar Interbank Offered Rate or prime rate plus a margin. As of
May 31, 2013
, the annual interest rate was
1.5%
.
|
•
|
Malaysia - a revolving overdraft facility with HSBC Bank Malaysia Berhad, for up to
90.0 million
Malaysian Ringgits ($29.3 million USD as of May 31, 2013) to fund settlement. This facility has a variable short-term interest rate less a margin. As of
May 31, 2013
, the annual interest rate on the facility was
3.7%
. This facility is subject to annual review.
|
•
|
Spain - a revolving credit facility with CaixaBank, for up to €
250.0 million
($324.7 million USD as of May 31, 2013) to fund settlement. This credit facility also allows borrowings in British Pound Sterling, Japanese Yen, and United States dollars, and has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate was
0.3%
. The term of this facility is through
January 2014
.
|
•
|
Singapore - a revolving overdraft facility with HSBC Banking Corporation Limited, for up to
25.0 million
Singapore dollars ($19.8 million USD as of May 31, 2013) to fund settlement. This facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on the facility was
0.9%
. This facility is subject to annual review.
|
•
|
Philippines - a revolving facility with HSBC Bank, Philippines, for up to
450.0 million
Philippine Pesos ($10.6 million USD as of May 31, 2013) and
$2.5 million
United States dollars to fund settlement. The facility has variable short-term interest rates plus a margin. As of
May 31, 2013
, the annual interest rates on the facility was
3.8%
for the Philippines Pesos tranche. This facility is subject to annual review.
|
•
|
Maldives - a revolving overdraft facility with HSBC Bank, Maldives, for up to
$6.0 million
to fund settlement. This facility is denominated in United States dollars and has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on the facility was
4.7%
. This facility is subject to annual review.
|
•
|
Macau - a revolving overdraft facility with HSBC Asia Pacific, for
40.0 million
Macau Pataca ($4.9 million USD as of May 31, 2013) to fund settlement. In addition, the Macau Credit Facility allows us to expand the size of the uncommitted facility to
150.0 million
Macau Pataca. This credit facility has a variable interest rate based on the lending rate stipulated by HSBC Asia Pacific, less a margin. As of
May 31, 2013
, the annual interest rate on the facility was
2.5%
. This facility is subject to annual review.
|
•
|
Sri Lanka - a revolving overdraft facility with HSBC Bank, Sri Lanka, for
550.0 million
Sri Lankan Rupees ($4.3 million USD as of May 31, 2013) in two tranches: one to fund settlement and the other for general corporate purposes. The facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on the two tranches of the facility was
14.0%
. This facility is subject to annual review.
|
•
|
National Bank of Canada - a revolving credit facility for up to
$80.0 million
Canadian dollars ($77.4 million USD as of May 31, 2013) and
$5.0 million
United States dollars to provide certain Canadian merchants with same day value for MasterCard credit card transactions and debit card transactions. This credit facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the facility was undrawn.
|
•
|
Taiwan - a revolving overdraft facility for up to
1.5 billion
Taiwan dollars ($50.0 million USD as of May 31, 2013) to fund settlement. This credit facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on the facility was
2.1%
. This facility is subject to annual review.
|
•
|
Brunei - a revolving overdraft facility for up to
4.5 million
Brunei dollars ($3.5 million USD as of May 31, 2013) to fund settlement was entered into in
April 2013
. This credit facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
, the annual interest rate on this facility was
2.4%
. This facility is subject to annual review.
|
|
Payments Due by Future Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5+ Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases (Note 15) and purchase obligations
|
$
|
159,606
|
|
|
$
|
35,935
|
|
|
$
|
65,153
|
|
|
$
|
39,182
|
|
|
$
|
19,336
|
|
Total debt, including current portion (Note 7)
|
1,150,930
|
|
|
259,796
|
|
|
452,899
|
|
|
438,235
|
|
|
—
|
|
|||||
Interest on long-term debt
(1)
|
49,370
|
|
|
14,209
|
|
|
23,345
|
|
|
11,816
|
|
|
—
|
|
|
Year Ended May 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,375,923
|
|
|
$2,203,847
|
|
$
|
1,859,802
|
|
||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of service
|
862,075
|
|
|
784,756
|
|
|
665,017
|
|
|||
Sales, general and administrative
|
1,119,860
|
|
|
1,027,304
|
|
|
863,191
|
|
|||
Processing system intrusion
|
36,775
|
|
|
84,438
|
|
|
—
|
|
|||
|
2,018,710
|
|
|
1,896,498
|
|
|
1,528,208
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
357,213
|
|
|
307,349
|
|
|
331,594
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Interest and other income
|
10,353
|
|
|
9,946
|
|
|
10,774
|
|
|||
Interest and other expense
|
(33,282
|
)
|
|
(16,848
|
)
|
|
(18,161
|
)
|
|||
|
(22,929
|
)
|
|
(6,902
|
)
|
|
(7,387
|
)
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
334,284
|
|
|
300,447
|
|
|
324,207
|
|
|||
Provision for income taxes
|
(95,571
|
)
|
|
(82,881
|
)
|
|
(95,076
|
)
|
|||
Income from continuing operations, net of tax
|
238,713
|
|
|
217,566
|
|
|
229,131
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(975
|
)
|
|||
Net income
|
238,713
|
|
|
217,566
|
|
|
228,156
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(22,588
|
)
|
|
(29,405
|
)
|
|
(18,918
|
)
|
|||
Net income attributable to Global Payments
|
$
|
216,125
|
|
|
$
|
188,161
|
|
|
$
|
209,238
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Global Payments:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
216,125
|
|
|
$
|
188,161
|
|
|
$
|
210,213
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(975
|
)
|
|||
Net income attributable to Global Payments
|
$
|
216,125
|
|
|
$
|
188,161
|
|
|
$
|
209,238
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Global Payments:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.78
|
|
|
$
|
2.39
|
|
|
$
|
2.63
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income attributable to Global Payments
|
$
|
2.78
|
|
|
$
|
2.39
|
|
|
$
|
2.62
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to Global Payments:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.76
|
|
|
$
|
2.37
|
|
|
$
|
2.61
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income attributable to Global Payments
|
$
|
2.76
|
|
|
$
|
2.37
|
|
|
$
|
2.60
|
|
|
Year End May 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
238,713
|
|
|
$
|
217,566
|
|
|
$
|
228,156
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
20,629
|
|
|
(139,722
|
)
|
|
127,722
|
|
|||
Income tax benefit (expense) related to foreign currency translation adjustments
|
582
|
|
|
6,879
|
|
|
(5,366
|
)
|
|||
Changes in unrecognized pension benefit costs
|
2,302
|
|
|
(3,470
|
)
|
|
198
|
|
|||
Income tax (expense) benefit related to changes in unrecognized pension benefit costs
|
(785
|
)
|
|
1,260
|
|
|
(88
|
)
|
|||
Other comprehensive income (loss), net of tax
|
22,728
|
|
|
(135,053
|
)
|
|
122,466
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
261,441
|
|
|
82,513
|
|
|
350,622
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
(30,378
|
)
|
|
(3,673
|
)
|
|
(17,809
|
)
|
|||
Comprehensive income attributable to Global Payments
|
$
|
231,063
|
|
|
$
|
78,840
|
|
|
$
|
332,813
|
|
|
May 31, 2013
|
|
May 31, 2012
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
680,470
|
|
|
$
|
781,275
|
|
Accounts receivable, net of allowances for doubtful accounts of $509 and $532, respectively
|
189,435
|
|
|
182,962
|
|
||
Claims receivable, net of allowances for losses of $3,144 and $3,435, respectively
|
1,156
|
|
|
1,029
|
|
||
Settlement processing assets
|
259,204
|
|
|
217,994
|
|
||
Inventory
|
11,057
|
|
|
9,864
|
|
||
Deferred income taxes
|
6,485
|
|
|
21,969
|
|
||
Prepaid expenses and other current assets
|
66,685
|
|
|
33,646
|
|
||
Total current assets
|
1,214,492
|
|
|
1,248,739
|
|
||
Goodwill
|
1,044,222
|
|
|
724,687
|
|
||
Other intangible assets
|
400,848
|
|
|
290,188
|
|
||
Property and equipment, net
|
348,064
|
|
|
305,848
|
|
||
Deferred income taxes
|
95,178
|
|
|
97,235
|
|
||
Other
|
22,252
|
|
|
21,446
|
|
||
Total assets
|
$
|
3,125,056
|
|
|
$
|
2,688,143
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Lines of credit
|
$
|
187,461
|
|
|
$
|
215,391
|
|
Current portion of long-term debt
|
72,335
|
|
|
76,420
|
|
||
Accounts payable and accrued liabilities
|
262,890
|
|
|
316,313
|
|
||
Settlement processing obligations
|
162,558
|
|
|
216,878
|
|
||
Income taxes payable
|
18,870
|
|
|
12,283
|
|
||
Total current liabilities
|
704,114
|
|
|
837,285
|
|
||
Long-term debt
|
891,134
|
|
|
236,565
|
|
||
Deferred income taxes
|
170,723
|
|
|
106,644
|
|
||
Other long-term liabilities
|
72,478
|
|
|
62,306
|
|
||
Total liabilities
|
1,838,449
|
|
|
1,242,800
|
|
||
Commitments and contingencies (See Note 15)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
—
|
|
|
144,422
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, no par value; 5,000,000 shares authorized and none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value; 200,000,000 shares authorized; 75,426,099 and 78,551,297 issued and outstanding at May 31, 2013 and 2012, respectively
|
—
|
|
|
—
|
|
||
Paid-in capital
|
202,396
|
|
|
358,728
|
|
||
Retained earnings
|
958,751
|
|
|
843,456
|
|
||
Accumulated other comprehensive loss
|
(15,062
|
)
|
|
(30,000
|
)
|
||
Total Global Payments shareholders’ equity
|
1,146,085
|
|
|
1,172,184
|
|
||
Noncontrolling interest
|
140,522
|
|
|
128,737
|
|
||
Total equity
|
1,286,607
|
|
|
1,300,921
|
|
||
Total liabilities and equity
|
$
|
3,125,056
|
|
|
$
|
2,688,143
|
|
|
Year Ended May 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
238,713
|
|
|
$
|
217,566
|
|
|
$
|
228,156
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
55,023
|
|
|
48,403
|
|
|
40,545
|
|
|||
Amortization of acquired intangibles
|
56,765
|
|
|
50,696
|
|
|
41,692
|
|
|||
Share-based compensation expense
|
18,427
|
|
|
16,391
|
|
|
15,885
|
|
|||
Provision for operating losses and bad debts
|
21,659
|
|
|
22,417
|
|
|
20,577
|
|
|||
Deferred income taxes
|
33,112
|
|
|
(19,498
|
)
|
|
19,154
|
|
|||
Loss on disposal of discontinued operations, non-cash
|
—
|
|
|
—
|
|
|
602
|
|
|||
Other, net
|
(4,878
|
)
|
|
(2,775
|
)
|
|
(3,576
|
)
|
|||
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(5,458
|
)
|
|
(16,422
|
)
|
|
(34,723
|
)
|
|||
Claims receivable
|
(11,858
|
)
|
|
(13,519
|
)
|
|
(14,425
|
)
|
|||
Settlement processing assets and obligations, net
|
(104,007
|
)
|
|
(568,335
|
)
|
|
299,895
|
|
|||
Inventory
|
(1,187
|
)
|
|
(2,394
|
)
|
|
1,979
|
|
|||
Prepaid expenses and other assets
|
(22,978
|
)
|
|
3,511
|
|
|
3,537
|
|
|||
Accounts payable and other accrued liabilities
|
(39,374
|
)
|
|
85,875
|
|
|
89,230
|
|
|||
Income taxes payable
|
6,587
|
|
|
4,609
|
|
|
1,244
|
|
|||
Net cash provided by (used in) operating activities
|
240,546
|
|
|
(173,475
|
)
|
|
709,772
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Business, intangible and other asset acquisitions, net of cash acquired
|
(434,016
|
)
|
|
(44,274
|
)
|
|
(167,968
|
)
|
|||
Capital expenditures
|
(98,590
|
)
|
|
(109,876
|
)
|
|
(98,537
|
)
|
|||
Disposition of business, net of cash
|
—
|
|
|
—
|
|
|
(2,577
|
)
|
|||
Net decrease in financing receivables
|
2,812
|
|
|
2,565
|
|
|
2,062
|
|
|||
Proceeds from sale of investment
|
1,227
|
|
|
1,152
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(528,567
|
)
|
|
(150,433
|
)
|
|
(267,020
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net (payments) borrowings on short-term lines of credit
|
(27,930
|
)
|
|
(55,354
|
)
|
|
191,558
|
|
|||
Proceeds from issuance of long-term debt
|
1,135,327
|
|
|
146,374
|
|
|
205,298
|
|
|||
Principal payments under long-term debt
|
(482,349
|
)
|
|
(184,235
|
)
|
|
(280,198
|
)
|
|||
Acquisition of redeemable noncontrolling interest
|
(242,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
(3,987
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock issued under employee stock plans
|
10,543
|
|
|
11,446
|
|
|
18,364
|
|
|||
Common stock repurchased - share based compensation plans
|
(10,244
|
)
|
|
(4,861
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(175,297
|
)
|
|
(99,604
|
)
|
|
(14,900
|
)
|
|||
Tax benefit from employee share-based compensation
|
1,863
|
|
|
1,441
|
|
|
9,141
|
|
|||
Distributions to noncontrolling interest
|
(16,206
|
)
|
|
(27,082
|
)
|
|
(8,752
|
)
|
|||
Dividends paid
|
(6,198
|
)
|
|
(6,311
|
)
|
|
(6,388
|
)
|
|||
Net cash provided by (used in) financing activities
|
183,522
|
|
|
(218,186
|
)
|
|
114,123
|
|
|||
Effect of exchange rate changes on cash
|
3,694
|
|
|
(30,916
|
)
|
|
27,464
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(100,805
|
)
|
|
(573,010
|
)
|
|
584,339
|
|
|||
Cash and cash equivalents, beginning of the period
|
781,275
|
|
|
1,354,285
|
|
|
769,946
|
|
|||
Cash and cash equivalents, end of the period
|
$
|
680,470
|
|
|
$
|
781,275
|
|
|
$
|
1,354,285
|
|
|
Number of Shares
|
|
Paid-in Capital
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2012
|
78,551
|
|
|
$
|
358,728
|
|
$
|
843,456
|
|
|
$
|
(30,000
|
)
|
|
$
|
1,172,184
|
|
|
$
|
128,737
|
|
|
$
|
1,300,921
|
|
Net income
|
|
|
|
216,125
|
|
|
|
|
216,125
|
|
|
20,774
|
|
|
236,899
|
|
|||||||||
Changes in unrecognized pension benefit costs, net of tax of ($785)
|
|
|
|
|
|
1,517
|
|
|
1,517
|
|
|
|
|
1,517
|
|
||||||||||
Foreign currency translation adjustment, net of tax of
$582
|
|
|
|
|
|
13,421
|
|
|
13,421
|
|
|
7,217
|
|
|
20,638
|
|
|||||||||
Stock issued under employee stock plans
|
885
|
|
|
10,543
|
|
|
|
|
|
10,543
|
|
|
|
|
10,543
|
|
|||||||||
Common stock repurchased - share based compensation plans
|
(335
|
)
|
|
(10,244
|
)
|
|
|
|
|
(10,244
|
)
|
|
|
|
(10,244
|
)
|
|||||||||
Tax benefit from employee share-based compensation, net
|
|
|
850
|
|
|
|
|
|
850
|
|
|
|
|
850
|
|
||||||||||
Share-based compensation expense
|
|
|
18,427
|
|
|
|
|
|
18,427
|
|
|
|
|
18,427
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(16,206
|
)
|
|
(16,206
|
)
|
|||||||||||
Redeemable noncontrolling interest valuation adjustment
|
|
|
|
817
|
|
|
|
|
817
|
|
|
|
|
817
|
|
||||||||||
Repurchase of common stock
|
(3,675
|
)
|
|
(79,900
|
)
|
(95,449
|
)
|
|
|
|
(175,349
|
)
|
|
|
|
(175,349
|
)
|
||||||||
Purchase of redeemable noncontrolling interest
|
|
|
(96,008
|
)
|
|
|
|
|
(96,008
|
)
|
|
|
|
(96,008
|
)
|
||||||||||
Dividends paid ($0.08 per share)
|
|
|
|
(6,198
|
)
|
|
|
|
(6,198
|
)
|
|
|
|
(6,198
|
)
|
||||||||||
Balance at May 31, 2013
|
75,426
|
|
|
$
|
202,396
|
|
$
|
958,751
|
|
|
$
|
(15,062
|
)
|
|
$
|
1,146,085
|
|
|
$
|
140,522
|
|
|
$
|
1,286,607
|
|
|
Number of Shares
|
|
Paid-in Capital
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Global Payments
Shareholders’ Equity |
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2011
|
80,335
|
|
|
$
|
419,591
|
|
$
|
685,624
|
|
|
$
|
79,320
|
|
|
$
|
1,184,535
|
|
|
$
|
153,282
|
|
|
$
|
1,337,817
|
|
Net income
|
|
|
|
188,161
|
|
|
|
|
188,161
|
|
|
17,804
|
|
|
205,965
|
|
|||||||||
Changes in unrecognized pension benefit costs, net of tax of $1,260
|
|
|
|
|
|
(2,210
|
)
|
|
(2,210
|
)
|
|
|
|
(2,210
|
)
|
||||||||||
Foreign currency translation adjustment, net of tax of $6,879
|
|
|
|
|
|
(107,110
|
)
|
|
(107,110
|
)
|
|
(22,991
|
)
|
|
(130,101
|
)
|
|||||||||
Stock issued under employee stock plans
|
833
|
|
|
11,446
|
|
|
|
|
|
11,446
|
|
|
|
|
11,446
|
|
|||||||||
Common stock repurchased - share based compensation plans
|
(327
|
)
|
|
(4,861
|
)
|
|
|
|
|
(4,861
|
)
|
|
|
|
(4,861
|
)
|
|||||||||
Tax benefit from employee share-based compensation, net
|
|
|
1,176
|
|
|
|
|
|
1,176
|
|
|
|
|
1,176
|
|
||||||||||
Share-based compensation expense
|
|
|
16,391
|
|
|
|
|
|
16,391
|
|
|
|
|
16,391
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(19,358
|
)
|
|
(19,358
|
)
|
||||||||||
Redeemable noncontrolling interest valuation adjustment
|
|
|
|
(9,429
|
)
|
|
|
|
(9,429
|
)
|
|
|
|
(9,429
|
)
|
||||||||||
Repurchase of common stock
|
(2,290
|
)
|
|
(85,015
|
)
|
(14,589
|
)
|
|
|
|
(99,604
|
)
|
|
|
|
(99,604
|
)
|
||||||||
Dividends paid ($0.08 per share)
|
|
|
|
(6,311
|
)
|
|
|
|
(6,311
|
)
|
|
|
|
(6,311
|
)
|
||||||||||
Balance at May 31, 2012
|
78,551
|
|
|
$
|
358,728
|
|
$
|
843,456
|
|
|
$
|
(30,000
|
)
|
|
$
|
1,172,184
|
|
|
$
|
128,737
|
|
|
$
|
1,300,921
|
|
|
Number of Shares
|
|
Paid-in Capital
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Global Payments Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2010
|
79,646
|
|
|
$
|
390,325
|
|
$
|
515,194
|
|
|
$
|
(44,255
|
)
|
|
$
|
861,264
|
|
|
$
|
10,253
|
|
|
$
|
871,517
|
|
Net income
|
|
|
|
209,238
|
|
|
|
|
209,238
|
|
|
9,326
|
|
|
218,564
|
|
|||||||||
Changes in unrecognized pension benefit costs, net of tax of ($88)
|
|
|
|
|
|
110
|
|
|
110
|
|
|
|
|
110
|
|
||||||||||
Foreign currency translation adjustment, net of tax of $(5,366)
|
|
|
|
|
|
123,465
|
|
|
123,465
|
|
|
9,717
|
|
|
133,182
|
|
|||||||||
Stock issued under employee stock plans
|
1,361
|
|
|
21,954
|
|
|
|
|
|
21,954
|
|
|
|
|
21,954
|
|
|||||||||
Common stock repurchased - share based compensation plans
|
(327
|
)
|
|
(3,590
|
)
|
|
|
|
|
(3,590
|
)
|
|
|
|
(3,590
|
)
|
|||||||||
Tax benefit from employee share-based compensation
|
|
|
7,997
|
|
|
|
|
|
7,997
|
|
|
|
|
7,997
|
|
||||||||||
Share-based compensation expense
|
|
|
15,885
|
|
|
|
|
|
15,885
|
|
|
|
|
15,885
|
|
||||||||||
Noncontrolling interest in business acquisitions
|
|
|
|
|
|
|
|
|
|
|
132,738
|
|
|
132,738
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(8,752
|
)
|
|
(8,752
|
)
|
||||||||||
Redeemable noncontrolling interest valuation adjustment
|
|
|
|
(32,420
|
)
|
|
|
|
(32,420
|
)
|
|
|
|
(32,420
|
)
|
||||||||||
Repurchase of common stock (see Note 1)
|
(345
|
)
|
|
(12,980
|
)
|
|
|
|
|
(12,980
|
)
|
|
|
|
(12,980
|
)
|
|||||||||
Dividends paid ($0.08 per share)
|
|
|
|
(6,388
|
)
|
|
|
|
(6,388
|
)
|
|
|
|
(6,388
|
)
|
||||||||||
Balance at May 31, 2011
|
80,335
|
|
|
$
|
419,591
|
|
$
|
685,624
|
|
|
$
|
79,320
|
|
|
$
|
1,184,535
|
|
|
$
|
153,282
|
|
|
$
|
1,337,817
|
|
|
2013
|
|
2012
|
|
2011
|
|||
|
(in thousands)
|
|||||||
|
|
|
|
|
|
|||
Basic weighted average shares outstanding
|
77,767
|
|
|
78,829
|
|
|
79,837
|
|
Plus: dilutive effect of stock options and other share-based awards
|
460
|
|
|
602
|
|
|
641
|
|
Diluted weighted average shares outstanding
|
78,227
|
|
|
79,431
|
|
|
80,478
|
|
Balance at May 31, 2012
|
$
|
67,436
|
|
Adjustments
|
(31,781
|
)
|
|
Subtotal
|
35,655
|
|
|
Payments
|
(35,655
|
)
|
|
Balance at May 31, 2013
|
$
|
—
|
|
•
|
Interchange reimbursement - our receivable from merchants for the portion of the discount fee related to reimbursement of the interchange expense.
|
•
|
Receivable from Members - our receivable from the Members for transactions we have funded merchants on behalf of the Members in advance of receipt of card association funding.
|
•
|
Receivable from networks - our receivable from the card networks for transactions processed on behalf of merchants where we are a Member of that particular network.
|
•
|
Exception items - items such as customer chargeback amounts received from merchants.
|
•
|
Merchant Reserves - reserves held to minimize contingent liabilities associated with losses that may occur under the merchant agreement.
|
•
|
Liability to Members - our liability to the Members for transactions for which we have received funding from the Members but have not funded merchants on behalf of the Members. Also cases in which the Member uses its own funds to satisfy a funding obligation to merchants that precedes the incoming amount from the card network.
|
•
|
Liability to merchants - our liability to merchants for transactions that have been processed but not yet funded where we are a Member of that particular network.
|
•
|
Reserve for operating losses - see Note 1 -
Summary of Significant Accounting Policies
.
|
•
|
Reserve for sales allowances.
|
|
May 31,
2013 |
May 31,
2012
|
||||
Settlement processing assets:
|
|
|
||||
Interchange reimbursement
|
$
|
70,348
|
|
$
|
28,699
|
|
Receivable from Members
|
117,404
|
|
77,073
|
|
||
Receivable from networks
|
126,136
|
|
118,942
|
|
||
Exception items
|
2,725
|
|
1,345
|
|
||
Merchant Reserves
|
(57,409
|
)
|
(8,065
|
)
|
||
Total
|
$
|
259,204
|
|
$
|
217,994
|
|
|
|
|
||||
Settlement processing obligations:
|
|
|
||||
Interchange reimbursement
|
$
|
200,319
|
|
$
|
223,008
|
|
(Liability to) receivable from Members
|
(27,717
|
)
|
589
|
|
||
Liability to merchants
|
(120,875
|
)
|
(128,663
|
)
|
||
Exception items
|
12,308
|
|
11,554
|
|
||
Merchant Reserves
|
(223,314
|
)
|
(320,168
|
)
|
||
Reserve for operating losses
|
(2,318
|
)
|
(2,325
|
)
|
||
Reserves for sales allowances
|
(961
|
)
|
(873
|
)
|
||
Total
|
$
|
(162,558
|
)
|
$
|
(216,878
|
)
|
|
Date Acquired
|
|
Percentage Ownership
|
|
|
|
|
|
|
Fiscal 2013
|
|
|
|
|
Accelerated Payment Technologies
|
October 1, 2012
|
|
100
|
%
|
Banca Civica
|
December 12, 2012
|
|
100
|
%
|
|
|
|
|
|
Fiscal 2012
|
|
|
|
|
Alfa-Bank
|
December 5, 2011
|
|
100
|
%
|
HSBC Malta
|
December 30, 2011
|
|
100
|
%
|
CyberSource Portfolio
|
January 31, 2012
|
|
100
|
%
|
|
|
|
|
|
Fiscal 2011
|
|
|
|
|
Comercia Global Payments Entidad de Pago, S.L.
|
December 20, 2010
|
|
51
|
%
|
Various contract-based and customer related intangible assets
|
Various
|
|
100
|
%
|
Goodwill
|
$
|
308,518
|
|
Customer-related intangible assets
|
97,200
|
|
|
Contract-based intangible assets
|
30,600
|
|
|
Acquired technology
|
15,000
|
|
|
Fixed assets
|
1,309
|
|
|
Other assets
|
3,708
|
|
|
Total assets acquired
|
456,335
|
|
|
Deferred income taxes
|
(46,167
|
)
|
|
Net assets acquired
|
$
|
410,168
|
|
|
Year Ended May 31,
|
||||||||||||||
|
Unaudited
|
||||||||||||||
|
2013
|
|
2013
|
|
2012
|
|
2012
|
||||||||
|
(Actual)
|
|
(Pro forma)
|
|
(Actual)
|
|
(Pro forma)
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Total revenues
|
$
|
2,375,923
|
|
|
$
|
2,380,098
|
|
|
$
|
2,203,847
|
|
|
$
|
2,212,066
|
|
Net income attributable to Global Payments
|
$
|
216,125
|
|
|
$
|
217,122
|
|
|
$
|
188,161
|
|
|
$
|
183,387
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Global Payments, basic
|
$
|
2.78
|
|
|
$
|
2.79
|
|
|
$
|
2.39
|
|
|
$
|
2.33
|
|
Net income per share attributable to Global Payments, diluted
|
$
|
2.76
|
|
|
$
|
2.78
|
|
|
$
|
2.37
|
|
|
$
|
2.31
|
|
Goodwill
|
$
|
4,445
|
|
Customer-related intangible assets
|
4,576
|
|
|
Contract-based intangible assets
|
13,858
|
|
|
Net assets acquired
|
$
|
22,879
|
|
Goodwill
|
$
|
3,021
|
|
Customer-related intangible assets
|
7,004
|
|
|
Fixed assets
|
1,137
|
|
|
Other assets
|
2,888
|
|
|
Net assets acquired
|
$
|
14,050
|
|
Goodwill
|
$
|
6,341
|
|
Customer-related intangible assets
|
4,543
|
|
|
Contract-based intangible assets
|
2,796
|
|
|
Fixed assets
|
798
|
|
|
Net assets acquired
|
$
|
14,478
|
|
Goodwill
|
$
|
147,535
|
|
Customer-related intangible assets
|
96,100
|
|
|
Contract-based intangible assets
|
54,141
|
|
|
Working capital, net
|
8,476
|
|
|
Total assets acquired
|
306,252
|
|
|
Non-controlling interest
|
(132,738
|
)
|
|
Net assets acquired
|
$
|
173,514
|
|
|
Range of Useful Lives in Years
|
|
2013
|
|
2012
|
||||
|
|
|
(in thousands)
|
||||||
Land
|
N/A
|
|
$
|
1,983
|
|
|
$
|
1,892
|
|
Buildings
|
25-30
|
|
35,216
|
|
|
33,753
|
|
||
Equipment
|
2-5
|
|
181,316
|
|
|
185,742
|
|
||
Software
|
5-10
|
|
167,084
|
|
|
162,065
|
|
||
Leasehold improvements
|
5-15
|
|
12,278
|
|
|
11,965
|
|
||
Furniture and fixtures
|
5-7
|
|
5,796
|
|
|
5,307
|
|
||
Work in progress
|
N/A
|
|
101,339
|
|
|
67,035
|
|
||
|
|
|
505,012
|
|
|
467,759
|
|
||
Less accumulated depreciation and amortization of property and equipment
|
|
|
156,948
|
|
|
161,911
|
|
||
|
|
|
$
|
348,064
|
|
|
$
|
305,848
|
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Goodwill
|
$
|
1,044,222
|
|
|
$
|
724,687
|
|
Other intangible assets:
|
|
|
|
|
|
||
Customer-related intangible assets
|
$
|
559,884
|
|
|
$
|
451,095
|
|
Trademarks
|
6,390
|
|
|
7,996
|
|
||
Acquired technology
|
15,000
|
|
|
—
|
|
||
Contract-based intangible assets
|
110,234
|
|
|
66,393
|
|
||
|
691,508
|
|
|
525,484
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Customer-related intangible assets
|
262,649
|
|
|
214,285
|
|
||
Trademarks
|
3,967
|
|
|
4,868
|
|
||
Acquired technology
|
1,248
|
|
|
—
|
|
||
Contract-based intangible assets
|
22,796
|
|
|
16,143
|
|
||
|
290,660
|
|
|
235,296
|
|
||
|
$
|
400,848
|
|
|
$
|
290,188
|
|
|
North America merchant services
|
|
International merchant services
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at May 31, 2011:
|
$
|
217,422
|
|
|
$
|
562,215
|
|
|
$
|
779,637
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
217,422
|
|
|
562,215
|
|
|
779,637
|
|
|||
|
|
|
|
|
|
||||||
Goodwill acquired
|
—
|
|
|
9,362
|
|
|
9,362
|
|
|||
Effect of foreign currency translation
|
(6,320
|
)
|
|
(57,992
|
)
|
|
(64,312
|
)
|
|||
Balance at May 31, 2012
|
211,102
|
|
|
513,585
|
|
|
724,687
|
|
|||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at May 31, 2012
|
211,102
|
|
|
513,585
|
|
|
724,687
|
|
|||
|
|
|
|
|
|
||||||
Goodwill acquired
|
308,518
|
|
|
4,445
|
|
|
312,963
|
|
|||
Effect of foreign currency translation
|
(445
|
)
|
|
7,017
|
|
|
6,572
|
|
|||
Balance at May 31, 2013
|
519,175
|
|
|
525,047
|
|
|
1,044,222
|
|
|||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at May 31, 2013
|
$
|
519,175
|
|
|
$
|
525,047
|
|
|
$
|
1,044,222
|
|
2014
|
$
|
58,455
|
|
2015
|
52,558
|
|
|
2016
|
47,469
|
|
|
2017
|
43,303
|
|
|
2018
|
38,978
|
|
|
May 31,
2013 |
|
May 31,
2012 |
||||
Lines of credit:
|
(in thousands)
|
||||||
Corporate Credit Facility - long-term
|
$
|
309,955
|
|
|
$
|
229,500
|
|
Short-term lines of credit:
|
|
|
|
||||
United Kingdom Credit Facility
|
74,146
|
|
|
85,102
|
|
||
Hong Kong Credit Facility
|
38,134
|
|
|
54,564
|
|
||
Spain Credit Facility
|
28,041
|
|
|
17,241
|
|
||
Malaysia Credit Facility
|
14,025
|
|
|
12,844
|
|
||
Taiwan Credit Facility
|
8,359
|
|
|
—
|
|
||
Canada Credit Facility
|
6,866
|
|
|
20,033
|
|
||
Singapore Credit Facility
|
6,459
|
|
|
10,318
|
|
||
Philippines Credit Facility
|
6,384
|
|
|
6,336
|
|
||
Sri Lanka Credit Facility
|
1,978
|
|
|
2,291
|
|
||
Macau Credit Facility
|
1,966
|
|
|
2,443
|
|
||
Maldives Credit Facility
|
741
|
|
|
4,219
|
|
||
Brunei Credit Facility
|
362
|
|
|
—
|
|
||
Total short-term lines of credit
|
$
|
187,461
|
|
|
$
|
215,391
|
|
Total lines of credit
|
497,416
|
|
|
444,891
|
|
||
Notes payable
|
6,014
|
|
|
10,089
|
|
||
Term loans
|
647,500
|
|
|
73,396
|
|
||
Total debt
|
$
|
1,150,930
|
|
|
$
|
528,376
|
|
|
|
|
|
||||
Current portion
|
$
|
259,796
|
|
|
$
|
291,811
|
|
Long-term debt
|
891,134
|
|
|
236,565
|
|
||
Total debt
|
$
|
1,150,930
|
|
|
$
|
528,376
|
|
2014
|
$
|
259,796
|
|
2015
|
71,472
|
|
|
2016
|
381,427
|
|
|
2017
|
70,735
|
|
|
2018
|
367,500
|
|
|
Total
|
$
|
1,150,930
|
|
•
|
Corporate - an unsecured
five
-year,
$750.0 million
revolving credit facility, which we refer to as the Corporate Credit Facility with a syndicate of financial institutions. The multi-currency facility expires in
December 2015
and has a variable interest rate based on a market short-term interest rate plus a leverage based margin. On September 28, 2012, the Corporate Credit Facility was expanded from
$600.0 million
to
$750.0 million
by requesting additional commitments from new and existing lenders. The Corporate Credit Facility contains certain financial and non-financial covenants and events of default customary for financings of this nature.
|
•
|
United Kingdom- a revolving credit facility with HSBC Bank, for up to £
140.0 million
(
$212.3 million
USD as of May 31, 2013) to fund settlement. This credit facility has a variable short-term interest rate plus a margin. As of
May 31, 2013
the interest rate was
1.9%
. This facility is subject to annual review. During the year, the facility was amended to facilitate borrowings in multiple currencies.
|
•
|
Hong Kong - a revolving overdraft facility with HSBC Limited Hong Kong, for up to
1.0 billion
Hong Kong dollars (
$128.8 million
USD as of May 31, 2013) to fund settlement. In addition, the Hong Kong credit facility allows us to expand the size of the uncommitted facility to
1.5 billion
Hong Kong dollars. This facility has a variable short term interest rate plus a margin. As of
May 31, 2013
the interest rate on the facility was
0.9%
. This facility is subject to annual review.
|
•
|
Canada - a revolving credit facility, which we refer to as our Canada Credit Facility, with the Canadian Imperial Bank of Commerce, or CIBC. The Canada Credit Facility is a facility which consists of a line of credit of
$25.0 million
Canadian dollars (
$24.8 million
USD as of May 31, 2013). In addition, the Canada Credit Facility allows us to expand the size of the uncommitted facility to
$30.0 million
Canadian dollars. This credit facility carries no termination date, but can be terminated by either party with advance notice. This credit facility has card association receivables and CIBC settlement related bank accounts as pledged collateral. This credit facility has a variable interest rate based on the Canadian dollar Interbank Offered Rate or prime rate plus a margin. As of
May 31, 2013
the interest rate was
1.5%
.
|
•
|
Malaysia - a revolving overdraft facility with HSBC Bank Malaysia Berhad, for up to
90.0 million
Malaysian Ringgits (
$29.3 million
USD as of May 31, 2013) to fund settlement. This facility has a variable short term interest rate less a margin. As of
May 31, 2013
the interest rate on the facility was
3.7%
. This facility is subject to annual review.
|
•
|
Spain - a revolving credit facility with CaixaBank, for up to €
250.0 million
(
$324.7 million
USD as of May 31, 2013) to fund settlement. This credit facility also allows borrowings in British Pound Sterling, Japanese Yen, and United States dollars, and has a variable short term interest rate plus a margin. As of
May 31, 2013
the weighted interest rate was
0.3%
. The term of the facility is through
January 2014
.
|
•
|
Singapore - a revolving overdraft facility with HSBC Banking Corporation Limited, for up to
25.0 million
Singapore dollars (
$19.8 million
USD as of May 31, 2013) to fund settlement. This facility has a variable short term interest rate plus a margin. As of
May 31, 2013
the interest rate on the facility was
0.9%
. This facility is subject to annual review.
|
•
|
Philippines - a revolving facility with HSBC Bank, Philippines, for up to
450.0 million
Philippine Pesos (
$10.6 million
USD as of May 31, 2013) and
$2.5 million
United States dollars to fund settlement. The facility has variable short term interest rates plus a margin. As of
May 31, 2013
the interest rates on the facility was
3.8%
for the Philippines Pesos tranche. This facility is subject to annual review.
|
•
|
Maldives - a revolving overdraft facility with HSBC Bank, Maldives, for up to
$6.0 million
to fund settlement. This facility is denominated in United States dollars and has a variable short term interest rate plus a margin. As of
May 31, 2013
the interest rate on the facility was
4.7%
. This facility is subject to annual review.
|
•
|
Macau - a revolving overdraft facility with HSBC Asia Pacific, for
40.0 million
Macau Pataca (
$4.9 million
USD as of May 31, 2013) to fund settlement. In addition, the Macau Credit Facility allows us to expand the size of the uncommitted facility to
150.0 million
Macau Pataca. This credit facility has a variable interest rate based on the lending rate stipulated by HSBC Asia Pacific, less a margin. As of
May 31, 2013
the interest rate on the facility was
2.5%
. This facility is subject to annual review.
|
•
|
Sri Lanka - a revolving overdraft facility with HSBC Bank, Sri Lanka, for
550.0 million
Sri Lankan Rupees (
$4.3 million
USD as of May 31, 2013) in
two
tranches: one to fund settlement and the other for general corporate purposes. The facility has a variable short term interest rate plus a margin. As of
May 31, 2013
the interest rate on the
two
tranches of the facility was
14.0%
. This facility is subject to annual review.
|
•
|
National Bank of Canada - a revolving credit facility for up to
$80.0 million
Canadian dollars (
$77.4 million
USD as of May 31, 2013) and
$5.0 million
United States dollars to provide certain Canadian merchants with same day value for MasterCard credit card transactions and debit card transactions. This credit facility has a variable short term interest rate plus a margin. As of
May 31, 2013
the facility was undrawn.
|
•
|
Taiwan - a revolving overdraft facility for up to
1.5 billion
Taiwan dollars (
$50.0 million
USD as of May 31, 2013) to fund settlement. This credit facility has a variable short term interest rate plus a margin. As of
May 31, 2013
the interest rate on the facility was
2.1%
. This facility is subject to an annual review.
|
•
|
Brunei - a revolving overdraft facility for up to
4.5 million
Brunei dollars (
$3.5 million
USD as of May 31, 2013) to fund settlement was entered into in
April 2013
. This credit facility has a variable short-term interest rate plus a margin. As of May 31, 2013, the interest rate on this facility was
2.4%
. This facility is subject to annual review.
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Trade accounts payable
|
$
|
18,497
|
|
|
$
|
11,817
|
|
Compensation and benefits
|
39,623
|
|
|
36,116
|
|
||
Third-party processing expenses
|
10,340
|
|
|
10,578
|
|
||
Commissions to third parties
|
61,279
|
|
|
64,581
|
|
||
Accrued fees and assessment expenses
|
30,490
|
|
|
27,149
|
|
||
Transition services payable to HSBC UK, HSBC Asia and CaixaBank
|
16,528
|
|
|
17,920
|
|
||
Accrued processing system intrusion costs
|
9,021
|
|
|
79,666
|
|
||
Other
|
77,112
|
|
|
68,486
|
|
||
|
$
|
262,890
|
|
|
$
|
316,313
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
16,326
|
|
|
$
|
52,875
|
|
|
$
|
42,034
|
|
State
|
987
|
|
|
2,989
|
|
|
2,597
|
|
|||
Foreign
|
36,020
|
|
|
35,029
|
|
|
18,358
|
|
|||
|
53,333
|
|
|
90,893
|
|
|
62,989
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
26,302
|
|
|
(21,088
|
)
|
|
17,849
|
|
|||
State
|
3,568
|
|
|
(813
|
)
|
|
(1,045
|
)
|
|||
Foreign
|
12,368
|
|
|
13,889
|
|
|
15,283
|
|
|||
|
42,238
|
|
|
(8,012
|
)
|
|
32,087
|
|
|||
Provision for income taxes
|
95,571
|
|
|
82,881
|
|
|
95,076
|
|
|||
|
|
|
|
|
|
||||||
Tax allocated to noncontrolling interest in a taxable entity
|
(4,178
|
)
|
|
(6,604
|
)
|
|
(3,027
|
)
|
|||
Net income tax expense attributable to Global Payments
|
$
|
91,393
|
|
|
$
|
76,277
|
|
|
$
|
92,049
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Income before income taxes and noncontrolling interest - U.S.
|
$
|
137,501
|
|
|
$
|
103,163
|
|
|
$
|
177,345
|
|
Income before income taxes and noncontrolling interest - Foreign
|
196,783
|
|
|
197,284
|
|
|
146,862
|
|
|||
Income from continuing operations before income taxes
|
$
|
334,284
|
|
|
$
|
300,447
|
|
|
$
|
324,207
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
0.9
|
|
|
0.5
|
|
|
0.3
|
|
Foreign income taxes
|
(7.0
|
)
|
|
(6.3
|
)
|
|
(3.8
|
)
|
Foreign interest income not subject to tax
|
(2.8
|
)
|
|
(2.2
|
)
|
|
(2.7
|
)
|
Tax credits and other
|
3.7
|
|
|
1.8
|
|
|
1.4
|
|
Effective tax rate attributable to Global Payments
|
29.8
|
%
|
|
28.8
|
%
|
|
30.2
|
%
|
Noncontrolling interest
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
Effective tax rate
|
28.6
|
%
|
|
27.6
|
%
|
|
29.3
|
%
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Share-based compensation
|
$
|
12,266
|
|
|
$
|
11,888
|
|
Bad debt expense
|
2,292
|
|
|
2,415
|
|
||
Foreign net operating loss ("NOL") carryforward
|
8,221
|
|
|
4,639
|
|
||
U.S. NOL carryforward
|
243
|
|
|
1,083
|
|
||
U.S. capital loss carryforward
|
20,176
|
|
|
19,905
|
|
||
Basis difference - U.K. business
|
90,678
|
|
|
92,802
|
|
||
Foreign tax credit
|
14,413
|
|
|
12,468
|
|
||
Processing system intrusion
|
—
|
|
|
24,361
|
|
||
Other tax credits
|
1,733
|
|
|
1,731
|
|
||
|
150,022
|
|
|
171,292
|
|
||
Less: valuation allowance
|
(28,464
|
)
|
|
(26,090
|
)
|
||
Net deferred tax asset
|
121,558
|
|
|
145,202
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Taxes on unremitted earnings and other
|
13,729
|
|
|
9,744
|
|
||
Foreign currency translation
|
30,163
|
|
|
30,745
|
|
||
Acquired intangibles
|
90,205
|
|
|
41,333
|
|
||
Prepaid expenses
|
2,523
|
|
|
2,632
|
|
||
Property and equipment
|
53,998
|
|
|
48,188
|
|
||
|
190,618
|
|
|
132,642
|
|
||
Net deferred tax (liability) asset
|
(69,060
|
)
|
|
12,560
|
|
||
Less: current net deferred tax asset
|
6,485
|
|
|
21,969
|
|
||
Net noncurrent deferred tax liability
|
$
|
(75,545
|
)
|
|
$
|
(9,409
|
)
|
|
2013
|
2012
|
||||
|
(in thousands)
|
|||||
Non-current deferred income tax asset per balance sheet
|
$
|
95,178
|
|
$
|
97,235
|
|
Non-current deferred income tax liability per balance sheet
|
(170,723
|
)
|
(106,644
|
)
|
||
Net non-current deferred tax liability
|
$
|
(75,545
|
)
|
$
|
(9,409
|
)
|
Valuation allowance at May 31, 2011
|
$
|
(28,629
|
)
|
Allowance for net operating losses of foreign subsidiaries
|
(1,012
|
)
|
|
Allowance for foreign tax credit carryforward
|
3,686
|
|
|
Other
|
(135
|
)
|
|
Valuation allowance at May 31, 2012
|
$
|
(26,090
|
)
|
Allowance for net operating losses of foreign subsidiaries
|
(3,415
|
)
|
|
Release of allowance for foreign tax credit carryforward
|
15
|
|
|
Other
|
1,026
|
|
|
Valuation allowance at May 31, 2013
|
$
|
(28,464
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Balance at the beginning of the year
|
$
|
45,595
|
|
|
$
|
37,197
|
|
|
$
|
20,750
|
|
Additions based on tax positions related to the current year
|
8,778
|
|
|
10,684
|
|
|
13,608
|
|
|||
Additions for tax positions of prior years
|
142
|
|
|
118
|
|
|
287
|
|
|||
Foreign currency impact for tax positions
|
(601
|
)
|
|
(2,340
|
)
|
|
2,741
|
|
|||
Reductions for tax positions of prior years
|
(151
|
)
|
|
(64
|
)
|
|
(56
|
)
|
|||
Settlements with taxing authorities
|
—
|
|
|
—
|
|
|
(133
|
)
|
|||
Balance at the end of the year
|
$
|
53,763
|
|
|
$
|
45,595
|
|
|
$
|
37,197
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Share-based compensation expense
|
$
|
18.4
|
|
|
$
|
16.4
|
|
|
$
|
15.9
|
|
Income tax benefit
|
$
|
(5.6
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(5.5
|
)
|
|
|
Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|
|||
Non-vested at May 31, 2011
|
|
869
|
|
|
$
|
40
|
|
Granted
|
|
472
|
|
|
48
|
|
|
Vested
|
|
(321
|
)
|
|
40
|
|
|
Forfeited
|
|
(79
|
)
|
|
43
|
|
|
Non-vested at May 31, 2012
|
|
941
|
|
|
44
|
|
|
Granted
|
|
561
|
|
|
44
|
|
|
Vested
|
|
(315
|
)
|
|
43
|
|
|
Forfeited
|
|
(91
|
)
|
|
44
|
|
|
Non-vested at May 31, 2013
|
|
1,096
|
|
|
$
|
44
|
|
|
|
|
|
|
|
Weighted
|
|
|
|||||
|
|
|
|
Weighted
|
|
Average
|
|
|
|||||
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|||||
|
|
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|||||
|
|
Options
|
|
Price
|
|
Term
|
|
Value
|
|||||
|
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Outstanding at May 31, 2011
|
|
2,471
|
|
|
$
|
32
|
|
|
5.1
|
|
$
|
45.9
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(72
|
)
|
|
28
|
|
|
|
|
|
|||
Exercised
|
|
(254
|
)
|
|
32
|
|
|
|
|
|
|||
Outstanding at May 31, 2012
|
|
2,145
|
|
|
34
|
|
|
4.1
|
|
20.7
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(72
|
)
|
|
39
|
|
|
|
|
|
|||
Exercised
|
|
(308
|
)
|
|
23
|
|
|
|
|
|
|||
Outstanding at May 31, 2013
|
|
1,765
|
|
|
$
|
35
|
|
|
3.5
|
|
$
|
23.9
|
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at May 31, 2013
|
|
1,586
|
|
|
$
|
34
|
|
|
3.1
|
|
$
|
22.3
|
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at May 31, 2012
|
|
1,770
|
|
|
$
|
32
|
|
|
3.4
|
|
$
|
19.7
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
2005 Plan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Director Plan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
2011
|
2005 Plan:
|
|
Risk-free interest rates
|
1.74%
|
Expected volatility
|
31.96%
|
Dividend yields
|
0.21%
|
Expected lives
|
5 years
|
|
|
Director Plan:
|
|
Risk-free interest rates
|
1.31%
|
Expected volatility
|
31.96%
|
Dividend yields
|
0.21%
|
Expected lives
|
5 years
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid, net of refunds
|
$
|
55,218
|
|
|
$
|
74,199
|
|
|
$
|
44,254
|
|
Interest paid
(1)
|
$
|
29,677
|
|
|
$
|
13,631
|
|
|
$
|
15,537
|
|
|
|
|
|
|
|
||||||
Financing receivables:
|
|
|
|
|
|
||||||
Investment in equipment for financing leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
Principal collections from customers - financing leases
|
2,812
|
|
|
2,565
|
|
|
2,116
|
|
|||
Net decrease in financing receivables
|
$
|
2,812
|
|
|
$
|
2,565
|
|
|
$
|
2,062
|
|
|
|
|
|
|
|
||||||
(1)
Includes an $8.4 million distribution to HSBC in fiscal 2013 characterized as interest expense pursuant to ASC 480. See Note 4 - Business and Intangible Asset Acquisitions.
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
144,422
|
|
|
$
|
133,858
|
|
Net income attributable to redeemable noncontrolling interest
|
1,814
|
|
|
11,601
|
|
||
Distributions to redeemable noncontrolling interest
|
—
|
|
|
(7,725
|
)
|
||
Foreign currency translation adjustment
|
573
|
|
|
(2,741
|
)
|
||
(Decrease) increase in the maximum redemption amount of redeemable noncontrolling interest
|
(817
|
)
|
|
9,429
|
|
||
Purchase of redeemable noncontrolling interest
|
(145,992
|
)
|
|
—
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
144,422
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net income attributable to Global Payments
|
$
|
216,125
|
|
|
$
|
188,161
|
|
|
$
|
209,238
|
|
Net income attributable to nonredeemable noncontrolling interests
|
20,774
|
|
|
17,804
|
|
|
9,326
|
|
|||
Subtotal per statement of changes in equity
|
236,899
|
|
|
205,965
|
|
|
218,564
|
|
|||
Net income attributable to redeemable noncontrolling interest
|
1,814
|
|
|
11,601
|
|
|
9,592
|
|
|||
Net income
|
$
|
238,713
|
|
|
$
|
217,566
|
|
|
$
|
228,156
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net income attributable to noncontrolling interest, net of tax
|
$
|
22,588
|
|
|
$
|
29,405
|
|
|
$
|
18,918
|
|
Foreign currency translation attributable to nonredeemable noncontrolling interests
|
7,217
|
|
|
(22,991
|
)
|
|
9,717
|
|
|||
Foreign currency translation attributable to redeemable noncontrolling interests
|
573
|
|
|
(2,741
|
)
|
|
(10,826
|
)
|
|||
Comprehensive income attributable to noncontrolling interests, net of tax
|
$
|
30,378
|
|
|
$
|
3,673
|
|
|
$
|
17,809
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
1,394,675
|
|
|
$
|
1,234,818
|
|
|
$
|
1,031,997
|
|
Canada
|
311,000
|
|
|
332,434
|
|
|
330,872
|
|
|||
North America merchant services
|
1,705,675
|
|
|
1,567,252
|
|
|
1,362,869
|
|
|||
|
|
|
|
|
|
||||||
Europe
|
522,593
|
|
|
489,300
|
|
|
359,567
|
|
|||
Asia-Pacific
|
147,655
|
|
|
147,295
|
|
|
137,366
|
|
|||
International merchant services
|
670,248
|
|
|
636,595
|
|
|
496,933
|
|
|||
Consolidated revenues
|
$
|
2,375,923
|
|
|
$
|
2,203,847
|
|
|
$
|
1,859,802
|
|
|
|
|
|
|
|
||||||
Operating income (loss) for segments:
|
|
|
|
|
|
||||||
North America merchant services
|
$
|
258,910
|
|
|
$
|
281,305
|
|
|
$
|
268,233
|
|
International merchant services
|
211,242
|
|
|
196,137
|
|
|
143,911
|
|
|||
Corporate
(1)
|
(112,939
|
)
|
|
(170,093
|
)
|
|
(80,550
|
)
|
|||
Consolidated operating income
|
$
|
357,213
|
|
|
$
|
307,349
|
|
|
$
|
331,594
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
North America merchant services
|
$
|
48,882
|
|
|
$
|
35,479
|
|
|
$
|
32,605
|
|
International merchant services
|
57,520
|
|
|
60,462
|
|
|
48,104
|
|
|||
Corporate
|
5,386
|
|
|
3,158
|
|
|
1,528
|
|
|||
Consolidated depreciation and amortization
|
$
|
111,788
|
|
|
$
|
99,099
|
|
|
$
|
82,237
|
|
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
United States
|
$
|
826,972
|
|
|
$
|
352,419
|
|
Canada
|
162,374
|
|
|
167,024
|
|
||
Europe
|
719,991
|
|
|
715,512
|
|
||
Asia-Pacific
|
82,538
|
|
|
85,592
|
|
||
Latin America
|
1,259
|
|
|
176
|
|
||
|
$
|
1,793,134
|
|
|
$
|
1,320,723
|
|
Fiscal years ending May 31:
|
|
|
||
2014
|
|
$
|
11,057
|
|
2015
|
|
8,985
|
|
|
2016
|
|
7,378
|
|
|
2017
|
|
6,700
|
|
|
2018
|
|
6,164
|
|
|
Thereafter
|
|
16,812
|
|
|
Total future minimum lease payments
|
|
$
|
57,096
|
|
|
Quarter Ended
|
||||||||||||||
|
August 31
|
|
November 30
|
|
February 28
|
|
May 31
|
||||||||
|
|
||||||||||||||
2013:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
590,287
|
|
|
$
|
588,538
|
|
|
$
|
578,746
|
|
|
$
|
618,352
|
|
Operating income
(1)
|
80,488
|
|
|
116,582
|
|
|
90,774
|
|
|
69,369
|
|
||||
Net income
|
54,162
|
|
|
75,371
|
|
|
62,814
|
|
|
46,366
|
|
||||
Net income attributable to Global Payments
|
46,675
|
|
|
70,183
|
|
|
58,462
|
|
|
40,805
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.59
|
|
|
0.89
|
|
|
0.75
|
|
|
0.54
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.59
|
|
|
0.89
|
|
|
0.75
|
|
|
0.53
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
August 31
|
|
November 30
|
|
February 29
|
|
May 31
|
||||||||
2012:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
542,771
|
|
|
$
|
530,505
|
|
|
$
|
533,539
|
|
|
$
|
597,032
|
|
Operating income
(1)
|
108,610
|
|
|
96,580
|
|
|
92,348
|
|
|
9,811
|
|
||||
Net income
|
72,081
|
|
|
68,149
|
|
|
65,690
|
|
|
11,646
|
|
||||
Net income attributable to Global Payments
|
63,974
|
|
|
61,181
|
|
|
57,920
|
|
|
5,086
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.80
|
|
|
0.78
|
|
|
0.74
|
|
|
0.06
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.79
|
|
|
0.78
|
|
|
0.73
|
|
|
0.06
|
|
Description
|
|
Balance at
Beginning of Year
|
|
Charged to
Costs and
Expenses
|
|
Acquired
Balances
|
|
Uncollectible
Accounts
Write-Off
|
|
Balance at
End
of Year
|
|||||
|
|
(in thousands)
|
|||||||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|||||
May 31, 2011
|
|
269
|
|
|
848
|
|
|
—
|
|
|
645
|
|
|
472
|
|
May 31, 2012
|
|
472
|
|
|
165
|
|
|
—
|
|
|
105
|
|
|
532
|
|
May 31, 2013
|
|
532
|
|
|
444
|
|
|
—
|
|
|
467
|
|
|
509
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for operating losses-Merchant card processing
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
May 31, 2011
|
|
5,810
|
|
|
6,010
|
|
|
—
|
|
|
8,718
|
|
|
3,102
|
|
May 31, 2012
|
|
3,102
|
|
|
8,848
|
|
|
—
|
|
|
9,625
|
|
|
2,325
|
|
May 31, 2013
|
|
2,325
|
|
|
9,484
|
|
|
—
|
|
|
9,491
|
|
|
2,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for sales allowances-Merchant card processing
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
May 31, 2011
|
|
871
|
|
|
8,888
|
|
|
—
|
|
|
6,484
|
|
|
3,275
|
|
May 31, 2012
|
|
3,275
|
|
|
3,913
|
|
|
—
|
|
|
6,315
|
|
|
873
|
|
May 31, 2013
|
|
873
|
|
|
2,074
|
|
|
—
|
|
|
1,986
|
|
|
961
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for operating losses-Check guarantee processing
|
|
|
|
|
|
|
|
|
|
|
|||||
May 31, 2011
|
|
4,208
|
|
|
14,175
|
|
|
—
|
|
|
14,513
|
|
|
3,870
|
|
May 31, 2012
|
|
3,870
|
|
|
13,404
|
|
|
—
|
|
|
13,839
|
|
|
3,435
|
|
May 31, 2013
|
|
3,435
|
|
|
11,731
|
|
|
—
|
|
|
12,022
|
|
|
3,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred tax asset valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|||||
May 31, 2011
|
|
22,406
|
|
|
6,223
|
|
|
—
|
|
|
—
|
|
|
28,629
|
|
May 31, 2012
|
|
28,629
|
|
|
(2,539
|
)
|
|
—
|
|
|
—
|
|
|
26,090
|
|
May 31, 2013
|
|
26,090
|
|
|
2,374
|
|
|
—
|
|
|
—
|
|
|
28,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(1)
Included in settlement processing obligations
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Current Position(s)
|
|
Position with Global Payments and
Other Principal Business Affiliations
|
|
Paul R. Garcia
|
|
61
|
|
|
Chairman of the Board of Directors and Chief
Executive Officer
|
|
Chairman of the Board of Directors (since October 2002); Chief Executive Officer of Global Payments (since February 2001); Chief Executive Officer of NDC eCommerce (July 1999-January 2001); President and Chief Executive Officer of Productivity Point International (March 1997-September 1998); Group President of First Data Card Services (1995-1997); Chief Executive Officer of National Bancard Corporation (NaBANCO) (1989-1995).
|
|
|
|
|
|
|
|
|
Jeffrey Sloan
|
|
46
|
|
|
President
|
|
President, Global Payments Inc. (since June 2010); Partner, Goldman Sachs Group, Inc. (December 2004 - May 2010) ; Managing Director, Goldman Sachs Group, Inc. (December 2001 - November 2004); Vice President, Goldman Sachs Group, Inc. (September 1998 - November 2001).
|
|
|
|
|
|
|
|
|
David E. Mangum
|
|
47
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
Senior Executive Vice President and Chief Financial Officer (since November 2008) of Global Payments; Executive Vice President of Fiserv Corp., which acquired CheckFree Corporation in December 2007, (December 2007 - August 2008); Executive Vice President and Chief Financial Officer of CheckFree Corporation (July 2000 to December 2007); Senior Vice President, Finance and Accounting of CheckFree Corporation (September 1999 - June 2000); Vice President, Finance and Administration, Managed Systems Division for Sterling Commerce, Inc. (July 1998 - September 1999).
|
|
|
|
|
|
|
|
|
Morgan "Mac" Schuessler
|
|
43
|
|
|
President - International
|
|
President - International (since August 2012); Executive Vice President and Chief Administrative Officer (November 2008 - August 2012); Executive Vice President, Human Resources and Corporate Communications of Global Payments (June 2007 - November 2008); Senior Vice President, Human Resources and Corporate Communications of Global Payments (June 2006 - June 2007); Senior Vice President, Marketing and Corporate Communications of Global Payments (October 2005 - June 2006); Vice President, Global Purchasing Solutions of American Express Company (February 2002 - February 2005).
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Current Position(s)
|
|
Position with Global Payments and
Other Principal Business Affiliations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suellyn P. Tornay
|
|
52
|
|
|
Executive Vice President and General Counsel
|
|
Executive Vice President (since June 2004) and General Counsel for Global Payments Inc. (since February 2001); Interim General Counsel for NDCHealth (1999-2001); Group General Counsel, eCommerce Division of NDCHealth (1996-1999); Senior Attorney, eCommerce Division of NDCHealth (1987-1995); Associate, Powell, Goldstein, Frazer, & Murphy (1985-1987).
|
|
|
|
|
|
|
|
|
Daniel C. O'Keefe
|
|
47
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
Senior Vice President and Chief Accounting Officer (since August 2008); Vice President of Accounting Policy and External Reporting of Global Payments (April 2008 - August 2008); Chief Accounting Officer of Ocwen Financial Corporation (November 2006 - April 2008); Vice President, Business Management of RBS Lynk (February 2005 - October 2006); Assistant Controller of Beazer Homes, USA Inc. (November 2002 - November 2005).
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise
price of outstanding options, warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|
|||||
Equity compensation plans approved by security holders:
|
1,765,510
|
|
|
$
|
34.92
|
|
|
7,927,210
|
|
(1
|
)
|
Equity compensation plans not approved by security holders:
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Total
|
1,765,510
|
|
|
$
|
34.92
|
|
|
7,927,210
|
|
(1
|
)
|
|
Page
Number
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the years ended May 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Comprehensive Income for the years ended May 31, 2013, 2012 and 2011
|
|
Consolidated Balance Sheets as of May 31, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the years ended May 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Changes in Equity for the years ended May 31, 2013, 2012, and 2011
|
|
Notes to Consolidated Financial Statements
|
Schedule II, Valuation and Qualifying Accounts
|
3.1**
|
|
Second Amended and Restated Articles of Incorporation of Global Payments Inc.
|
3.2**
|
|
Sixth Amended and Restated By-laws of Global Payments Inc.
|
4.2
|
|
Form of certificate representing Global Payments Inc. common stock as amended, filed as Exhibit 4.4 to the Registrant's Registration Statement on Form 10 dated December 28, 2000, File No. 001-16111, and incorporated herein by reference.
|
10.1*
|
|
Employment Agreement for Paul R. Garcia, as amended, filed as Exhibit 10.13 to the Registrant's Registration Statement on Form 10 dated December 28, 2000, File No. 001-16111, and incorporated herein by reference.
|
10.2*
|
|
Amendment to Employment Agreement for Paul R. Garcia, filed as Exhibit 10.3 to the Registrant's Form 10-Q dated February 28, 2009, File No. 001-16111, and incorporated herein by reference
|
10.4*
|
|
Employment Agreement for Suellyn P. Tornay dated June 1, 2001, filed as Exhibit 10.23 to the Registrant's Annual Report on Form 10-K dated May 31, 2004, File No. 001-16111, and incorporated herein by reference.
|
10.5*
|
|
Amendment to Employment Agreement for Suellyn P. Tornay dated June 1, 2001, filed as Exhibit 10.5 to the Registrant's Form 10-Q dated February 28, 2009, File No. 001-16111, and incorporated herein by reference.
|
10.6*
|
|
Amended and Restated 2000 Long-Term Incentive Plan, filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K dated May 31, 2003, File No. 001-16111, and incorporated herein by reference.
|
10.7*
|
|
First Amendment to Amended and Restated 2000 Long-Term Incentive Plan, dated March 28, 2007, filed as Exhibit 10.17 to the Registrant's Annual Report on Form 10-K dated May 31, 2007, File No. 001-16111, and incorporated herein by reference.
|
10.8*
|
|
Second Amendment to Amended and Restated 2000 Long-Term Incentive Plan, dated December 15, 2008 filed as Exhibit 10.1 to the Registrant's Form 10-Q dated February 28, 2009, File No. 001-16111, and incorporated herein by reference.
|
10.9*
|
|
Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, filed as Exhibit 10.20 to the Registrant's Annual Report on Form 10-K dated May 31, 2007, File No. 001-16111, and incorporated herein by reference.
|
10.10*
|
|
Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007 filed as Exhibit 10.21 to the Registrant's Annual Report on Form 10-K dated May 31, 2007, File No. 001-16111, and incorporated herein by reference.
|
10.11*
|
|
Amended and Restated 2000 Employee Stock Purchase Plan filed as Exhibit 99.2 to the Registrant's Registration Statement on Form S-8 dated January 16, 2001, File No. 001-16111, and incorporated herein by reference.
|
10.13*
|
|
Third Amended and Restated Global Payments Inc. 2005 Incentive Plan, dated December 31, 2008 filed as Exhibit 10.2 to the Registrant's Form 10-Q dated February 28, 2009, File No. 001-16111, and incorporated herein by reference.
|
10.14*
|
|
Form of Performance Unit Award (U.S. Officers) pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.15*
|
|
Form of Performance Unit Award (Non-U.S. Officers) pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.16*
|
|
Form of Non-Statutory Stock Option Award pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.17*
|
|
Form of Non-Statutory Stock Option Award pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan (Hong Kong employees) filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.18*
|
|
Form of Non-Statutory Stock Option Award pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan (certain Asia-Pacific employees) filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.19*
|
|
Form of Restricted Stock Award pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.20*
|
|
Form of Stock-Settled Restricted Stock Unit Award pursuant to the Global Payments Inc. Amended and Restated 2005 Incentive Plan filed as Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q, dated November 30, 2006, File No. 001-16111 and incorporated herein by reference.
|
10.21
|
|
Amended and Restated Credit Agreement among Global Payments Direct, Inc., Canadian Imperial Bank of Commerce as administrative agent, and the financial institutions party thereto as lenders named therein, dated November 19, 2004, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated November 23, 2004, File No. 001-16111 and incorporated herein by reference.
|
10.30
|
|
Form of Marketing Alliance Agreement with HSBC Bank plc dated June 30, 2008 filed as Exhibit 10.30 to the Registrant's Annual Report on Form 10-K dated May 31, 2008, File No. 001-16111, and incorporated herein by reference.
|
10.31
|
|
First Amended and Restated Marketing Alliance Agreement with HSBC Bank plc, dated June 12, 2009 filed as Exhibit 10.39 to the Registrant's Annual Report on Form 10-K dated May 31, 2009, File No. 001-16111, and incorporated herein by reference.
|
10.39*
|
|
Global Payments Inc. Annual Performance Plan (sub-plan to the Third Amended and Restated Global Payments Inc. 2005 Incentive Plan, dated December 31, 2008) dated August 29, 2011, filed as Exhibit 10.5 to the to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111, and incorporated herein by reference.
|
10.40*
|
|
Form of the Performance Unit Award Agreement pursuant to the Third Amended and Restated Global Payments Inc. 2005 Incentive Plan, dated December 31, 2008, filed as Exhibit 10.6 to the to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111, and incorporated herein by reference.
|
10.41*
|
|
Form of the Performance Unit Award Agreement (TSR) pursuant to the Third Amended and Restated Global Payments Inc. 2005 Incentive Plan, dated December 31, 2008, filed as Exhibit 10.7 to the to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111, and incorporated herein by reference.
|
10.42*
|
|
Global Payments Inc. 2011 Non-Employee Director Compensation Plan (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011) dated September 28, 2011, filed as Exhibit 10.8 to the to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111, and incorporated herein by reference.
|
10.43*
|
|
Global Payments Inc. 2011 Incentive Plan filed as Exhibit 99. to the Registrant's Registration Statement on Form S-8 dated September 27, 2011, File No. 001-16111, and incorporated herein by reference.
|
10.44*
|
|
Global Payments Inc. Amendment to Employment Agreement for Morgan M. Schuessler dated February 1, 2012, filed as Exhibit 10.9 to the to the Registrant's Quarterly Report on Form 10-Q dated February 29, 2012, File No. 001-16111, and incorporated herein by reference.
|
10.45*
|
|
Key Position Agreement for Paul Garcia, filed as Exhibit 10.1 to Current Report on Form 8-K dated January 6, 2010, File No. 001-16111, and incorporated herein by reference.
|
10.46*
|
|
Employment Agreement for David E. Mangum, filed as Exhibit 10.1 to Current Report on Form 8-K dated March 1, 2010, File No. 001-16111, and incorporated herein by reference.
|
10.47*
|
|
Employment Agreement for Jeffery S. Sloan, filed as Exhibit 10.1 to Current Report on Form 8-K dated March 30, 2010, File No. 001-16111, and incorporated herein by reference.
|
10.48*
|
|
Employment Agreement for Morgan M. Schuessler, Jr., filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q dated October 12, 2010, File No. 001-16111, and incorporated herein by reference.
|
10.49*
|
|
Global Payments Inc. Non-Qualified Deferred Compensation Plan, filed as Exhibit 99.1 to the Registrant's Registration Statement on Form S-8 dated September 16, 2010, File No. 333-169436, and incorporated herein by reference.
|
10.50*
|
|
Credit Agreement among Global Payments Inc., the other borrowers party thereto, Bank of America, N.A. as administrative agent and the financial institutions party thereto as lenders, dated December 7, 2010, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated December 7, 2010, File No. 001-16111, and incorporated herein by reference.
|
10.51*
|
|
Term Loan Agreement among Global Payments Inc., Bank of America, N.A. as administrative agent and the financial institutions party thereto as lenders, dated September 28, 2012, filed as Exhibit 10.4 to the Registrant's Current Report on Form 10-Q dated October 2, 2012, File No. 001-16111, and incorporated herein by reference.
|
10.52**
|
|
Global Payments Inc. Annual Performance Plan (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011) dated August 29, 2012.
|
14
|
|
Code of Ethics for Senior Financial Officers, filed as Exhibit 14 to the Registrant's Annual Report on Form 10-K dated May 31, 2004, File No. 001-16111 and incorporated herein by reference.
|
18
|
|
Preferability Letter from Independent Registered Public Accounting Firm dated October 11, 2011, filed as Exhibit 18 to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111 and incorporated herein by reference.
|
21**
|
|
List of Subsidiaries
|
23.1**
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1**
|
|
Rule 13a-14(a)/15d-14(a) Certification of CEO
|
31.2**
|
|
Rule 13a-14(a)/15d-14(a) Certification of CFO
|
32.1**
|
|
CEO and CFO Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
|
See the “Index to Exhibits” on page
|
GLOBAL PAYMENTS INC.
|
|
|
|
By:
|
/s/ Paul R. Garcia
|
Paul R. Garcia
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
By:
|
/s/ David E. Mangum
|
David E. Mangum
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
By:
|
/s/ Daniel C. O'Keefe
|
Daniel C. O'Keefe
|
|
Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Paul R. Garcia
|
|
Chairman of the Board
|
|
July 25, 2013
|
Paul R. Garcia
|
||||
|
|
|
|
|
/s/
William I Jacobs
|
|
Lead Director
|
|
July 25, 2013
|
William I Jacobs
|
|
|||
|
|
|
|
|
/s/
Edwin H. Burba, Jr.
|
|
Director
|
|
July 25, 2013
|
Edwin H. Burba, Jr.
|
||||
|
|
|
|
|
/s/
Alex W. (Pete) Hart
|
|
Director
|
|
July 25, 2013
|
Alex W. (Pete) Hart
|
||||
|
|
|
|
|
/s/
Raymond L. Killian
|
|
Director
|
|
July 25, 2013
|
Raymond L. Killian
|
||||
|
|
|
|
|
/s/
Ruth Ann Marshall
|
|
Director
|
|
July 25, 2013
|
Ruth Ann Marshall
|
|
|
|
|
|
|
|
|
|
/s/
Alan M. Silberstein
|
|
Director
|
|
July 25, 2013
|
Alan M. Silberstein
|
|
|||
|
|
|
|
|
/s/
Michael W. Trapp
|
|
Director
|
|
July 25, 2013
|
Michael W. Trapp
|
||||
|
|
|
|
|
/s/
Gerald J. Wilkins
|
|
Director
|
|
July 25, 2013
|
Gerald J. Wilkins
|
Exhibit
Numbers
|
|
Description
|
|
|
|
3.1
|
|
Second Amended and Restated Articles of Incorporation of Global Payments Inc.
|
3.2
|
|
Sixth Amended and Restated By-laws of Global Payments Inc.
|
10.52
|
|
Global Payments Annual Performance Plan 2013
|
21
|
|
List of Subsidiaries
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of CEO
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of CFO
|
32.1
|
|
CEO and CFO Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
|
NAME
|
JURISDICTION OF ORGANIZATION
|
Comercia Global Payments Entidad de Pago, S.L.
|
Spain (1)
|
DolEx Belgium, S.P.R.L.
|
Belgium
|
DolEx Europe, S.L.
|
Spain
|
Global Payment Holding Company
|
Delaware
|
Global Payment Systems Asia-Pacific (Malaysia) Sdn. Bhd.
|
Malaysia
|
Global Payment Systems LLC
|
Georgia
|
Global Payment Systems of Canada, Ltd.
|
Canada
|
Global Payments Acquisition Corp. 1 B.V.
|
Netherlands
|
Global Payments Acquisition Corp. 2 B.V.
|
Netherlands
|
Global Payments Acquisition Corp. 3 B.V.
|
Netherlands
|
Global Payments Acquisition Corp. 4 B.V.
|
Netherlands
|
Global Payments Acquisition Corporation 2 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 3 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 4 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition PS 1 C.V.
|
Netherlands
|
Global Payments Acquisition PS 2 C.V.
|
Netherlands
|
Global Payments Acquisition PS1—Global Payments Direct S.e.n.c.
|
Luxembourg
|
Global Payments Asia-Pacific (Hong Kong) Limited
|
Hong Kong
|
Global Payments Asia-Pacific (Hong Kong Holding) Limited
|
Hong Kong
|
Global Payments Asia-Pacific India Private Limited
|
India
|
Global Payments Asia-Pacific Lanka (Private) Limited
|
Sri Lanka
|
Global Payments Asia-Pacific Limited
|
Hong Kong
|
Global Payments Asia-Pacific Philippines Incorporated
|
Philippines
|
Global Payments Asia-Pacific Processing Company Limited
|
Hong Kong
|
Global Payments Asia-Pacific (Shanghai) Limited
|
People’s Republic of China
|
Global Payments Asia-Pacific (Singapore) Private Limited
|
Singapore
|
Global Payments Asia-Pacific (Singapore Holding) Private Limited
|
Singapore
|
GP Asia-Pacific (Macau) Limited
|
Macau
|
Global Payments Canada GP
|
Canada
|
Global Payments Canada Inc.
|
Canada
|
Global Payments Card Processing Malaysia Sdn. Bhd
|
Malaysia
|
Global Payments Check Recovery Services, Inc.
|
Georgia
|
Global Payments Check Services, Inc.
|
Illinois
|
Global Payments Comerica Alliance, LLC
|
Delaware (2)
|
Global Payments Direct, Inc.
|
New York
|
Global Payments Europe, s.r.o.
|
Czech Republic
|
Global Payments Gaming Canada, Inc.
|
Canada
|
Global Payments Gaming International, Inc.
|
Georgia
|
Global Payments Gaming Services, Inc.
|
Illinois
|
Global Payments Process Centre Inc.
|
Philippines
|
Global Payments Singapore Private Limited
|
Singapore
|
Global Payments South America, Brasil—Servicos De Pagamentos Ltda.
|
Brazil
|
Global Payments UK Ltd.
|
United Kingdom
|
Global Payments UK 2 Ltd.
|
United Kingdom
|
ARTICLE 1 ESTABLISHMENT OF PLAN
|
1
|
1.1 Background
|
1
|
1.2 Purpose
|
1
|
1.3 Effective Date
|
1
|
ARTICLE 2 DEFINITIONS
|
2
|
2.1 Definitions
|
2
|
ARTICLE 3 ADMINISTRATION
|
3
|
3.1 Committee
|
3
|
3.2 Authority of Committee
|
3
|
3.3 Decisions Binding
|
4
|
ARTICLE 4 ELIGIBILITY
|
4
|
4.1 Designation of Participants
|
4
|
4.2 Partial Year Participation
|
4
|
4.3 Demotions
|
4
|
ARTICLE 5 OPERATION OF THE PLAN
|
4
|
5.1 Plan Structure
|
4
|
5.2 Establishment of Target Awards
|
4
|
5.3 Company Performance Objectives
|
5
|
5.4 Individual Performance Objectives
|
5
|
5.5 Threshold Performance Goal and Individual Award Limits
|
5
|
5.6 Payout Form and Timing
|
6
|
5.7 Terminations of Employment
|
6
|
ARTICLE 6 AMENDMENT, MODIFICATION AND TERMINATION
|
6
|
6.1 Amendment, Modification and Termination
|
6
|
6.2 Termination After or During Plan Year
|
6
|
ARTICLE 7 GENERAL PROVISIONS
|
7
|
7.1 No Right to Participate
|
7
|
7.2 No Right to Employment
|
7
|
7.3 Withholding
|
7
|
7.4 Funding
|
7
|
7.5 Expenses
|
7
|
7.6 Titles and Headings
|
7
|
7.7 Gender and Number
|
7
|
7.8 Governing Law
|
7
|
7.9 2011 Incentive Plan Controls
|
7
|
1.
|
I have reviewed this annual report on Form 10-K of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By: /s/ DAVID E. MANGUM
|
Date:
July 25, 2013
|
|
|
David E. Mangum
|
|
Chief Financial Officer
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Paul R. Garcia
|
|
|
/s/ David E. Mangum
|
|
|
Paul R. Garcia
Chief Executive Officer
Global Payments Inc.
|
|
|
David E. Mangum
Chief Financial Officer
Global Payments Inc.
|
|
|
July 25, 2013
|
|
|
July 25, 2013
|
|