☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
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|
58-2567903
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
10 Glenlake Parkway, North Tower, Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Yes ☐ No ☒
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Page
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PART I - FINANCIAL INFORMATION
|
|||
ITEM 1.
|
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||
|
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II - OTHER INFORMATION
|
|||
ITEM 1.
|
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ITEM 1A.
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ITEM 2.
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ITEM 6.
|
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Three Months Ended
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||||||
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November 30, 2016
|
|
November 30, 2015
|
||||
|
|
|
|
||||
Revenues
|
$
|
941,821
|
|
|
$
|
722,350
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
468,383
|
|
|
270,565
|
|
||
Selling, general and administrative
|
368,171
|
|
|
328,620
|
|
||
|
836,554
|
|
|
599,185
|
|
||
Operating income
|
105,267
|
|
|
123,165
|
|
||
|
|
|
|
||||
Interest and other income
|
1,353
|
|
|
1,292
|
|
||
Interest and other expense
|
(52,448
|
)
|
|
(14,126
|
)
|
||
|
(51,095
|
)
|
|
(12,834
|
)
|
||
Income before income taxes
|
54,172
|
|
|
110,331
|
|
||
Provision for income taxes
|
(1,557
|
)
|
|
(27,253
|
)
|
||
Net income
|
52,615
|
|
|
83,078
|
|
||
Less: Net income attributable to noncontrolling interests, net of income tax
|
(3,163
|
)
|
|
(4,307
|
)
|
||
Net income attributable to Global Payments
|
$
|
49,452
|
|
|
$
|
78,771
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.32
|
|
|
$
|
0.61
|
|
Diluted earnings per share
|
$
|
0.32
|
|
|
$
|
0.60
|
|
|
Six Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
|
|
|
|
||||
Revenues
|
$
|
1,881,313
|
|
|
$
|
1,471,146
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
931,009
|
|
|
543,231
|
|
||
Selling, general and administrative
|
723,931
|
|
|
666,978
|
|
||
|
1,654,940
|
|
|
1,210,209
|
|
||
Operating income
|
226,373
|
|
|
260,937
|
|
||
|
|
|
|
||||
Interest and other income
|
43,826
|
|
|
2,434
|
|
||
Interest and other expense
|
(95,524
|
)
|
|
(27,369
|
)
|
||
|
(51,698
|
)
|
|
(24,935
|
)
|
||
Income before income taxes
|
174,675
|
|
|
236,002
|
|
||
Provision for income taxes
|
(29,601
|
)
|
|
(59,876
|
)
|
||
Net income
|
145,074
|
|
|
176,126
|
|
||
Less: Net income attributable to noncontrolling interests, net of income tax
|
(10,529
|
)
|
|
(10,708
|
)
|
||
Net income attributable to Global Payments
|
$
|
134,545
|
|
|
$
|
165,418
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.88
|
|
|
$
|
1.27
|
|
Diluted earnings per share
|
$
|
0.87
|
|
|
$
|
1.27
|
|
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
|
|
|
|
||||
Net income
|
$
|
52,615
|
|
|
$
|
83,078
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(58,008
|
)
|
|
(35,582
|
)
|
||
Income tax provision related to foreign currency translation adjustments
|
—
|
|
|
(2,256
|
)
|
||
Unrealized gains (losses) on hedging activities
|
7,089
|
|
|
(3,968
|
)
|
||
Reclassification of losses on hedging activities to interest expense
|
1,768
|
|
|
2,467
|
|
||
Income tax (expense) benefit related to hedging activities
|
(3,328
|
)
|
|
562
|
|
||
Other
|
(246
|
)
|
|
—
|
|
||
Other comprehensive loss, net of tax
|
(52,725
|
)
|
|
(38,777
|
)
|
||
|
|
|
|
||||
Comprehensive income
|
(110
|
)
|
|
44,301
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
5,356
|
|
|
1,965
|
|
||
Comprehensive income attributable to Global Payments
|
$
|
5,246
|
|
|
$
|
46,266
|
|
|
Six Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
|
|
|
|
||||
Net income
|
$
|
145,074
|
|
|
$
|
176,126
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(76,789
|
)
|
|
(72,599
|
)
|
||
Income tax benefit related to foreign currency translation adjustments
|
—
|
|
|
8,844
|
|
||
Unrealized gains (losses) on hedging activities
|
3,884
|
|
|
(4,000
|
)
|
||
Reclassification of losses on hedging activities to interest expense
|
3,665
|
|
|
4,201
|
|
||
Income tax expense related to hedging activities
|
(2,810
|
)
|
|
(60
|
)
|
||
Other
|
(139
|
)
|
|
—
|
|
||
Other comprehensive loss, net of tax
|
(72,189
|
)
|
|
(63,614
|
)
|
||
|
|
|
|
||||
Comprehensive income
|
72,885
|
|
|
112,512
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(2,007
|
)
|
|
(6,336
|
)
|
||
Comprehensive income attributable to Global Payments
|
$
|
70,878
|
|
|
$
|
106,176
|
|
|
November 30, 2016
|
|
May 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
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|
|||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
995,816
|
|
|
$
|
1,044,728
|
|
Accounts receivable, net of allowances for doubtful accounts of $294 and $353, respectively
|
266,245
|
|
|
281,612
|
|
||
Claims receivable, net of allowances for doubtful accounts of $4,771 and $4,868, respectively
|
8,772
|
|
|
6,799
|
|
||
Settlement processing assets
|
1,117,666
|
|
|
1,336,326
|
|
||
Prepaid expenses and other current assets
|
186,464
|
|
|
181,848
|
|
||
Total current assets
|
2,574,963
|
|
|
2,851,313
|
|
||
Goodwill
|
4,823,756
|
|
|
4,829,405
|
|
||
Other intangible assets, net
|
2,115,842
|
|
|
2,264,708
|
|
||
Property and equipment, net
|
520,714
|
|
|
493,678
|
|
||
Deferred income taxes
|
20,419
|
|
|
22,719
|
|
||
Other
|
57,420
|
|
|
48,129
|
|
||
Total assets
|
$
|
10,113,114
|
|
|
$
|
10,509,952
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Settlement lines of credit
|
$
|
467,293
|
|
|
$
|
378,436
|
|
Current portion of long-term debt
|
177,759
|
|
|
135,542
|
|
||
Accounts payable and accrued liabilities
|
681,356
|
|
|
696,414
|
|
||
Settlement processing obligations
|
883,447
|
|
|
1,220,315
|
|
||
Total current liabilities
|
2,209,855
|
|
|
2,430,707
|
|
||
Long-term debt
|
4,316,391
|
|
|
4,379,744
|
|
||
Deferred income taxes
|
695,258
|
|
|
744,862
|
|
||
Other noncurrent liabilities
|
89,773
|
|
|
77,235
|
|
||
Total liabilities
|
7,311,277
|
|
|
7,632,548
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, no par value; 5,000,000 shares authorized and none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value; 200,000,000 shares authorized; 152,267,428 issued and outstanding at November 30, 2016 and 154,421,585 issued and outstanding at May 31, 2016
|
—
|
|
|
—
|
|
||
Paid-in capital
|
1,818,487
|
|
|
1,976,715
|
|
||
Retained earnings
|
1,146,844
|
|
|
1,015,811
|
|
||
Accumulated other comprehensive loss
|
(309,717
|
)
|
|
(246,050
|
)
|
||
Total Global Payments shareholders’ equity
|
2,655,614
|
|
|
2,746,476
|
|
||
Noncontrolling interests
|
146,223
|
|
|
130,928
|
|
||
Total equity
|
2,801,837
|
|
|
2,877,404
|
|
||
Total liabilities and equity
|
$
|
10,113,114
|
|
|
$
|
10,509,952
|
|
|
Six Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
145,074
|
|
|
$
|
176,126
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
45,681
|
|
|
35,697
|
|
||
Amortization of acquired intangibles
|
166,188
|
|
|
41,809
|
|
||
Share-based compensation expense
|
16,366
|
|
|
13,472
|
|
||
Provision for operating losses and bad debts
|
19,024
|
|
|
11,257
|
|
||
Amortization of capitalized customer acquisition costs
|
12,291
|
|
|
—
|
|
||
Deferred income taxes
|
(52,710
|
)
|
|
2,900
|
|
||
Gain on sale of investments
|
(41,150
|
)
|
|
—
|
|
||
Other, net
|
18,784
|
|
|
2,198
|
|
||
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
9,693
|
|
|
(4,271
|
)
|
||
Claims receivable
|
(14,067
|
)
|
|
(18,723
|
)
|
||
Settlement processing assets and obligations, net
|
(113,359
|
)
|
|
208,446
|
|
||
Prepaid expenses and other assets
|
(5,846
|
)
|
|
(14,097
|
)
|
||
Accounts payable and other liabilities
|
(12,426
|
)
|
|
(744
|
)
|
||
Net cash provided by operating activities
|
193,543
|
|
|
454,070
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
(35,260
|
)
|
|
(241,934
|
)
|
||
Capital expenditures
|
(83,268
|
)
|
|
(36,246
|
)
|
||
Proceeds from sale of investments
|
37,717
|
|
|
—
|
|
||
Net cash used in investing activities
|
(80,811
|
)
|
|
(278,180
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings on settlement lines of credit
|
94,757
|
|
|
101,464
|
|
||
Proceeds from issuance of long-term debt
|
1,289,000
|
|
|
3,030,175
|
|
||
Principal payments of long-term debt
|
(1,314,799
|
)
|
|
(2,852,175
|
)
|
||
Payment of debt issuance costs
|
(9,279
|
)
|
|
(4,934
|
)
|
||
Repurchase of common stock
|
(172,405
|
)
|
|
(71,748
|
)
|
||
Proceeds from stock issued under share-based compensation plans
|
4,882
|
|
|
6,317
|
|
||
Common stock repurchased - share-based compensation plans
|
(20,390
|
)
|
|
(11,579
|
)
|
||
Tax benefit from share-based compensation plans
|
13,017
|
|
|
6,521
|
|
||
Purchase of subsidiary shares from noncontrolling interest
|
—
|
|
|
(7,550
|
)
|
||
Distributions to noncontrolling interests
|
(12,365
|
)
|
|
(8,158
|
)
|
||
Dividends paid
|
(3,069
|
)
|
|
(2,602
|
)
|
||
Net cash (used in) provided by financing activities
|
(130,651
|
)
|
|
185,731
|
|
||
Effect of exchange rate changes on cash
|
(30,993
|
)
|
|
(23,903
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(48,912
|
)
|
|
337,718
|
|
||
Cash and cash equivalents, beginning of the period
|
1,044,728
|
|
|
650,739
|
|
||
Cash and cash equivalents, end of the period
|
$
|
995,816
|
|
|
$
|
988,457
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2016
|
154,422
|
|
|
$
|
1,976,715
|
|
|
$
|
1,015,811
|
|
|
$
|
(246,050
|
)
|
|
$
|
2,746,476
|
|
|
$
|
130,928
|
|
|
$
|
2,877,404
|
|
Net income
|
|
|
|
|
134,545
|
|
|
|
|
134,545
|
|
|
10,529
|
|
|
145,074
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(63,667
|
)
|
|
(63,667
|
)
|
|
(8,522
|
)
|
|
(72,189
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
671
|
|
|
4,882
|
|
|
|
|
|
|
4,882
|
|
|
|
|
4,882
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(267
|
)
|
|
(20,531
|
)
|
|
|
|
|
|
|
(20,531
|
)
|
|
|
|
(20,531
|
)
|
||||||||
Tax benefit from employee share-based compensation
|
|
|
13,017
|
|
|
|
|
|
|
13,017
|
|
|
|
|
13,017
|
|
||||||||||
Share-based compensation expense
|
|
|
16,366
|
|
|
|
|
|
|
16,366
|
|
|
|
|
16,366
|
|
||||||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
|
|
|
|
|
|
—
|
|
|
25,653
|
|
|
25,653
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(12,365
|
)
|
|
(12,365
|
)
|
|||||||||
Repurchase of common stock
|
(2,559
|
)
|
|
(171,962
|
)
|
|
(443
|
)
|
|
|
|
(172,405
|
)
|
|
|
|
(172,405
|
)
|
||||||||
Dividends paid ($0.02 per share)
|
|
|
|
|
(3,069
|
)
|
|
|
|
(3,069
|
)
|
|
|
|
(3,069
|
)
|
||||||||||
Balance at November 30, 2016
|
152,267
|
|
|
$
|
1,818,487
|
|
|
$
|
1,146,844
|
|
|
$
|
(309,717
|
)
|
|
$
|
2,655,614
|
|
|
$
|
146,223
|
|
|
$
|
2,801,837
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2015
|
130,558
|
|
|
$
|
148,742
|
|
|
$
|
795,226
|
|
|
$
|
(185,992
|
)
|
|
$
|
757,976
|
|
|
$
|
105,577
|
|
|
$
|
863,553
|
|
Net income
|
|
|
|
|
165,418
|
|
|
|
|
165,418
|
|
|
10,708
|
|
|
176,126
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(59,242
|
)
|
|
(59,242
|
)
|
|
(4,372
|
)
|
|
(63,614
|
)
|
|||||||||
Stock issued under employee stock plans
|
644
|
|
|
6,317
|
|
|
|
|
|
|
|
6,317
|
|
|
|
|
6,317
|
|
||||||||
Common stock repurchased - share-based compensation plans
|
(195
|
)
|
|
(11,997
|
)
|
|
|
|
|
|
|
(11,997
|
)
|
|
|
|
|
(11,997
|
)
|
|||||||
Tax benefit from employee share-based compensation
|
|
|
6,521
|
|
|
|
|
|
|
6,521
|
|
|
|
|
6,521
|
|
||||||||||
Share-based compensation expense
|
|
|
13,472
|
|
|
|
|
|
|
13,472
|
|
|
|
|
13,472
|
|
||||||||||
Purchase of subsidiary shares from noncontrolling interest
|
|
|
(11
|
)
|
|
|
|
|
|
(11
|
)
|
|
(7,539
|
)
|
|
(7,550
|
)
|
|||||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
4,673
|
|
|
|
|
|
|
4,673
|
|
|
24,727
|
|
|
29,400
|
|
|||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
|
(8,158
|
)
|
|
(8,158
|
)
|
||||||||||
Repurchase of common stock
|
(1,645
|
)
|
|
(35,316
|
)
|
|
(40,053
|
)
|
|
|
|
(75,369
|
)
|
|
|
|
(75,369
|
)
|
||||||||
Dividends paid ($0.02 per share)
|
|
|
|
|
(2,602
|
)
|
|
|
|
(2,602
|
)
|
|
|
|
(2,602
|
)
|
||||||||||
Balance at November 30, 2015
|
129,362
|
|
|
$
|
132,401
|
|
|
$
|
917,989
|
|
|
$
|
(245,234
|
)
|
|
$
|
805,156
|
|
|
$
|
120,943
|
|
|
$
|
926,099
|
|
Cash and cash equivalents
|
$
|
304,747
|
|
Accounts receivable
|
68,585
|
|
|
Prepaid expenses and other assets
|
106,442
|
|
|
Identified intangible assets
|
1,639,040
|
|
|
Property and equipment
|
106,525
|
|
|
Debt
|
(437,933
|
)
|
|
Accounts payable and accrued liabilities
|
(454,225
|
)
|
|
Settlement processing obligations
|
(20,978
|
)
|
|
Deferred income taxes
|
(553,454
|
)
|
|
Other liabilities
|
(58,542
|
)
|
|
Total identifiable net assets
|
700,207
|
|
|
Goodwill
|
3,222,613
|
|
|
Total purchase consideration
|
$
|
3,922,820
|
|
Customer-related intangible assets
|
$
|
143,400
|
|
Liabilities
|
(150
|
)
|
|
Total identifiable net assets
|
143,250
|
|
|
Goodwill
|
94,250
|
|
|
Total purchase consideration
|
$
|
237,500
|
|
|
November 30, 2016
|
|
May 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Settlement processing assets:
|
|
|
|
||||
Interchange reimbursement
|
$
|
260,227
|
|
|
$
|
150,644
|
|
Liability to Members
|
(120,422
|
)
|
|
(14,997
|
)
|
||
Receivable from networks
|
1,003,108
|
|
|
1,203,308
|
|
||
Exception items
|
5,420
|
|
|
3,003
|
|
||
Merchant Reserves
|
(30,667
|
)
|
|
(5,632
|
)
|
||
|
$
|
1,117,666
|
|
|
$
|
1,336,326
|
|
|
|
|
|
||||
Settlement processing obligations:
|
|
|
|
||||
Interchange reimbursement
|
$
|
66,519
|
|
|
$
|
193,989
|
|
Liability to Members
|
(33,566
|
)
|
|
(261,945
|
)
|
||
Liability to merchants
|
(771,239
|
)
|
|
(1,005,009
|
)
|
||
Exception items
|
8,742
|
|
|
5,827
|
|
||
Merchant Reserves
|
(150,260
|
)
|
|
(149,667
|
)
|
||
Reserves for operating losses and sales allowances
|
(3,643
|
)
|
|
(3,510
|
)
|
||
|
$
|
(883,447
|
)
|
|
$
|
(1,220,315
|
)
|
|
November 30, 2016
|
|
May 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Goodwill
|
$
|
4,823,756
|
|
|
$
|
4,829,405
|
|
Other intangible assets:
|
|
|
|
||||
Customer-related intangible assets
|
$
|
1,867,753
|
|
|
$
|
1,864,709
|
|
Acquired technologies
|
548,007
|
|
|
549,293
|
|
||
Trademarks and trade names
|
188,360
|
|
|
188,763
|
|
||
Contract-based intangible assets
|
158,103
|
|
|
159,890
|
|
||
|
2,762,223
|
|
|
2,762,655
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Customer-related intangible assets
|
476,322
|
|
|
414,979
|
|
||
Acquired technologies
|
79,263
|
|
|
26,403
|
|
||
Trademarks and trade names
|
21,835
|
|
|
7,830
|
|
||
Contract-based intangible assets
|
68,961
|
|
|
48,735
|
|
||
|
646,381
|
|
|
497,947
|
|
||
|
$
|
2,115,842
|
|
|
$
|
2,264,708
|
|
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at May 31, 2016
|
$
|
4,086,430
|
|
|
$
|
471,773
|
|
|
$
|
271,202
|
|
|
$
|
4,829,405
|
|
Goodwill acquired
|
—
|
|
|
28,820
|
|
|
—
|
|
|
28,820
|
|
||||
Effect of foreign currency translation
|
(1,925
|
)
|
|
(41,863
|
)
|
|
2,924
|
|
|
(40,864
|
)
|
||||
Measurement-period adjustments
|
6,395
|
|
|
—
|
|
|
—
|
|
|
6,395
|
|
||||
Balance at November 30, 2016
|
$
|
4,090,900
|
|
|
$
|
458,730
|
|
|
$
|
274,126
|
|
|
$
|
4,823,756
|
|
|
November 30, 2016
|
|
May 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Term loans (face amounts of $3,730,213 and $3,530,000 at November 30, 2016 and May 31, 2016, respectively, less unamortized debt issuance costs of $47,102 and $51,770 at November 30, 2016 and May 31, 2016, respectively)
|
$
|
3,683,111
|
|
|
$
|
3,478,230
|
|
Revolving credit facility
|
811,000
|
|
|
1,037,000
|
|
||
Capital lease obligations
|
39
|
|
|
56
|
|
||
Total long-term debt
|
4,494,150
|
|
|
4,515,286
|
|
||
Less current portion of long-term debt (face amounts of $187,274 and $145,938 at November 30, 2016 and May 31, 2016, respectively, less unamortized debt issuance costs of $9,551 and $10,442 at November 30, 2016 and May 31, 2016, respectively) and current portion of capital lease obligations of $36 and $46 at November 30, 2016 and May 31, 2016, respectively
|
177,759
|
|
|
135,542
|
|
||
Long-term debt, excluding current portion
|
$
|
4,316,391
|
|
|
$
|
4,379,744
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
November 30, 2016
|
|
November 30, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in other comprehensive loss
|
$
|
7,089
|
|
|
$
|
(3,968
|
)
|
|
$
|
3,884
|
|
|
$
|
(4,000
|
)
|
Amount of loss recognized in interest expense
|
$
|
1,768
|
|
|
$
|
2,467
|
|
|
$
|
3,665
|
|
|
$
|
4,201
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
November 30, 2016
|
|
November 30, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
$
|
8,747
|
|
|
$
|
7,005
|
|
|
$
|
16,366
|
|
|
$
|
13,472
|
|
Income tax benefit
|
$
|
2,206
|
|
|
$
|
2,279
|
|
|
$
|
5,778
|
|
|
$
|
4,637
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
|
|
|
|
|||
Unvested at May 31, 2016
|
1,606
|
|
|
$
|
37.25
|
|
Granted
|
436
|
|
|
74.29
|
|
|
Vested
|
(730
|
)
|
|
31.38
|
|
|
Forfeited
|
(39
|
)
|
|
44.87
|
|
|
Unvested at November 30, 2016
|
1,273
|
|
|
$
|
49.46
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|||||
Outstanding at May 31, 2016
|
811
|
|
|
$
|
31.81
|
|
|
5.8
|
|
$
|
36.8
|
|
Granted
|
73
|
|
|
74.66
|
|
|
|
|
|
|||
Forfeited
|
(1
|
)
|
|
22.93
|
|
|
|
|
|
|||
Exercised
|
(124
|
)
|
|
22.26
|
|
|
|
|
|
|||
Outstanding at November 30, 2016
|
759
|
|
|
$
|
37.51
|
|
|
6.1
|
|
$
|
25.0
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at November 30, 2016
|
502
|
|
|
$
|
28.88
|
|
|
4.8
|
|
$
|
20.6
|
|
|
Six Months Ended
|
||
|
November 30, 2016
|
|
November 30, 2015
|
Risk-free interest rate
|
1.05%
|
|
1.62%
|
Expected volatility
|
31.58%
|
|
28.65%
|
Dividend yield
|
0.06%
|
|
0.10%
|
Expected term (years)
|
5
|
|
5
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
November 30, 2016
|
|
November 30, 2015
|
||||
|
|
|
|
|
|
|
|
||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
||||
Basic weighted-average number of shares outstanding
|
153,173
|
|
|
129,505
|
|
|
153,539
|
|
|
129,919
|
|
Plus: Dilutive effect of stock options and other share-based awards
|
818
|
|
|
848
|
|
|
896
|
|
|
833
|
|
Diluted weighted-average number of shares outstanding
|
153,991
|
|
|
130,353
|
|
|
154,435
|
|
|
130,752
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains (Losses) on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at August 31, 2015
|
$
|
(206,124
|
)
|
|
$
|
(2,794
|
)
|
|
$
|
(3,809
|
)
|
|
$
|
(212,727
|
)
|
Other comprehensive loss
|
(31,568
|
)
|
|
(939
|
)
|
|
—
|
|
|
(32,507
|
)
|
||||
Balance at November 30, 2015
|
$
|
(237,692
|
)
|
|
$
|
(3,733
|
)
|
|
$
|
(3,809
|
)
|
|
$
|
(245,234
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at August 31, 2016
|
$
|
(253,417
|
)
|
|
$
|
(7,545
|
)
|
|
$
|
(4,549
|
)
|
|
$
|
(265,511
|
)
|
Other comprehensive income (loss)
|
(49,488
|
)
|
|
5,529
|
|
|
(247
|
)
|
|
(44,206
|
)
|
||||
Balance at November 30, 2016
|
$
|
(302,905
|
)
|
|
$
|
(2,016
|
)
|
|
$
|
(4,796
|
)
|
|
$
|
(309,717
|
)
|
|
Foreign Currency Translation
|
|
Unrealized Gains (Losses) on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at May 31, 2015
|
$
|
(178,309
|
)
|
|
$
|
(3,874
|
)
|
|
$
|
(3,809
|
)
|
|
$
|
(185,992
|
)
|
Other comprehensive income (loss)
|
(59,383
|
)
|
|
141
|
|
|
—
|
|
|
(59,242
|
)
|
||||
Balance at November 30, 2015
|
$
|
(237,692
|
)
|
|
$
|
(3,733
|
)
|
|
$
|
(3,809
|
)
|
|
$
|
(245,234
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at May 31, 2016
|
$
|
(234,638
|
)
|
|
$
|
(6,755
|
)
|
|
$
|
(4,657
|
)
|
|
$
|
(246,050
|
)
|
Other comprehensive income (loss)
|
(68,267
|
)
|
|
4,739
|
|
|
(139
|
)
|
|
(63,667
|
)
|
||||
Balance at November 30, 2016
|
$
|
(302,905
|
)
|
|
$
|
(2,016
|
)
|
|
$
|
(4,796
|
)
|
|
$
|
(309,717
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
November 30, 2016
|
|
November 30, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
701,300
|
|
|
$
|
511,335
|
|
|
$
|
1,413,064
|
|
|
$
|
1,042,192
|
|
Europe
|
174,904
|
|
|
158,016
|
|
|
344,469
|
|
|
326,373
|
|
||||
Asia-Pacific
|
65,617
|
|
|
52,999
|
|
|
123,780
|
|
|
102,581
|
|
||||
Consolidated revenues
|
$
|
941,821
|
|
|
$
|
722,350
|
|
|
$
|
1,881,313
|
|
|
$
|
1,471,146
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
105,746
|
|
|
$
|
79,121
|
|
|
$
|
211,446
|
|
|
$
|
162,635
|
|
Europe
|
60,875
|
|
|
62,012
|
|
|
126,414
|
|
|
134,745
|
|
||||
Asia-Pacific
|
16,658
|
|
|
11,857
|
|
|
30,680
|
|
|
24,089
|
|
||||
Corporate
(2)
|
(78,012
|
)
|
|
(29,825
|
)
|
|
(142,167
|
)
|
|
(60,532
|
)
|
||||
Consolidated operating income
|
$
|
105,267
|
|
|
$
|
123,165
|
|
|
$
|
226,373
|
|
|
$
|
260,937
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
90,964
|
|
|
$
|
24,222
|
|
|
$
|
177,880
|
|
|
$
|
47,965
|
|
Europe
|
12,188
|
|
|
9,921
|
|
|
22,601
|
|
|
20,265
|
|
||||
Asia-Pacific
|
4,476
|
|
|
3,358
|
|
|
8,902
|
|
|
6,415
|
|
||||
Corporate
|
1,054
|
|
|
1,248
|
|
|
2,486
|
|
|
2,861
|
|
||||
Consolidated depreciation and amortization
|
$
|
108,682
|
|
|
$
|
38,749
|
|
|
$
|
211,869
|
|
|
$
|
77,506
|
|
•
|
Consolidated revenues increased by
30.4%
and
27.9%
to
$941.8 million
and
$1.9 billion
, respectively, in the
three and six
months ended
November 30, 2016
compared to
$722.4 million
and
$1.5 billion
for the prior-year periods primarily due to the inclusion of Heartland, partially offset by the unfavorable effect of currency fluctuations in foreign markets of
$16.0 million
and
$30.4 million
, respectively.
|
•
|
Consolidated operating income was
$105.3 million
and
$226.4 million
, respectively, for the
three and six
months ended
November 30, 2016
compared to
$123.2 million
and
$260.9 million
, respectively, for the prior-year periods. Our operating margin for the
three and six
months ended
November 30, 2016
was
11.2%
and
12.0%
, respectively, compared to
17.1%
and
17.7%
, respectively, for the prior-year periods. The contribution of the revenue growth in local currency was more than offset by an increase in depreciation and amortization expense of
$69.9 million
and
$134.4 million
, respectively, and Heartland integration expenses of
$36.6 million
and
$67.2 million
, respectively, for the
three and six
months ended
November 30, 2016
.
|
•
|
On October 31, 2016, we amended our 2016 Credit Facility Agreement, which among other things
reduced the interest rate spread on our term loans and revolving credit facility. We expect this refinancing to yield $10 million to $12 million of annual interest expense savings, net of additional anticipated expense associated with future interest rate hedging activities.
|
•
|
On
June 21, 2016
, Visa Inc. ("Visa") acquired all of the membership interests in Visa Europe Limited ("Visa Europe"), including ours, and we recorded a gain on the sale of those investments of
$41.2 million
.
|
•
|
Net income attributable to Global Payments was
$49.5 million
and
$134.5 million
, respectively, for the
three and six
months ended
November 30, 2016
compared to
$78.8 million
and
$165.4 million
, respectively, in the prior-year periods. Diluted earnings per share was
$0.32
and
$0.87
, respectively, for the
three and six
months ended
November 30, 2016
compared to
$0.60
and
$1.27
, respectively, in the prior-year periods.
|
|
Three Months Ended November 30, 2016
|
|
% of Revenue
(1)
|
|
Three Months Ended November 30, 2015
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
701,300
|
|
|
74.5
|
%
|
|
$
|
511,335
|
|
|
70.8
|
%
|
|
$
|
189,965
|
|
|
37.2
|
%
|
Europe
|
174,904
|
|
|
18.6
|
%
|
|
158,016
|
|
|
21.9
|
%
|
|
16,888
|
|
|
10.7
|
%
|
|||
Asia-Pacific
|
65,617
|
|
|
7.0
|
%
|
|
52,999
|
|
|
7.3
|
%
|
|
12,618
|
|
|
23.8
|
%
|
|||
Total revenues
|
$
|
941,821
|
|
|
100.0
|
%
|
|
$
|
722,350
|
|
|
100.0
|
%
|
|
$
|
219,471
|
|
|
30.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
468,383
|
|
|
49.7
|
%
|
|
$
|
270,565
|
|
|
37.5
|
%
|
|
$
|
197,818
|
|
|
73.1
|
%
|
Selling, general and administrative
|
368,171
|
|
|
39.1
|
%
|
|
328,620
|
|
|
45.5
|
%
|
|
39,551
|
|
|
12.0
|
%
|
|||
Operating expenses
|
$
|
836,554
|
|
|
88.8
|
%
|
|
$
|
599,185
|
|
|
82.9
|
%
|
|
$
|
237,369
|
|
|
39.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
105,746
|
|
|
|
|
|
$
|
79,121
|
|
|
|
|
$
|
26,625
|
|
|
33.7
|
%
|
|
Europe
|
60,875
|
|
|
|
|
62,012
|
|
|
|
|
(1,137
|
)
|
|
(1.8
|
)%
|
|||||
Asia-Pacific
|
16,658
|
|
|
|
|
11,857
|
|
|
|
|
4,801
|
|
|
40.5
|
%
|
|||||
Corporate
|
(78,012
|
)
|
|
|
|
(29,825
|
)
|
|
|
|
(48,187
|
)
|
|
161.6
|
%
|
|||||
Operating income
|
$
|
105,267
|
|
|
11.2
|
%
|
|
$
|
123,165
|
|
|
17.1
|
%
|
|
$
|
(17,898
|
)
|
|
(14.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
15.1
|
%
|
|
|
|
15.5
|
%
|
|
|
|
(0.4
|
)%
|
|
|
||||||
Europe
|
34.8
|
%
|
|
|
|
39.2
|
%
|
|
|
|
(4.4
|
)%
|
|
|
||||||
Asia-Pacific
|
25.4
|
%
|
|
|
|
22.4
|
%
|
|
|
|
3.0
|
%
|
|
|
|
Six Months Ended November 30, 2016
|
|
% of Revenue
(1)
|
|
Six Months Ended November 30, 2015
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
1,413,064
|
|
|
75.1
|
%
|
|
$
|
1,042,192
|
|
|
70.8
|
%
|
|
$
|
370,872
|
|
|
35.6
|
%
|
Europe
|
344,469
|
|
|
18.3
|
%
|
|
326,373
|
|
|
22.2
|
%
|
|
18,096
|
|
|
5.5
|
%
|
|||
Asia-Pacific
|
123,780
|
|
|
6.6
|
%
|
|
102,581
|
|
|
7.0
|
%
|
|
21,199
|
|
|
20.7
|
%
|
|||
Total revenues
|
$
|
1,881,313
|
|
|
100.0
|
%
|
|
$
|
1,471,146
|
|
|
100.0
|
%
|
|
$
|
410,167
|
|
|
27.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
931,009
|
|
|
49.5
|
%
|
|
$
|
543,231
|
|
|
36.9
|
%
|
|
$
|
387,778
|
|
|
71.4
|
%
|
Selling, general and administrative
|
723,931
|
|
|
38.5
|
%
|
|
666,978
|
|
|
45.3
|
%
|
|
56,953
|
|
|
8.5
|
%
|
|||
Operating expenses
|
$
|
1,654,940
|
|
|
88.0
|
%
|
|
$
|
1,210,209
|
|
|
82.3
|
%
|
|
$
|
444,731
|
|
|
36.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
211,446
|
|
|
|
|
$
|
162,635
|
|
|
|
|
$
|
48,811
|
|
|
30.0
|
%
|
||
Europe
|
126,414
|
|
|
|
|
134,745
|
|
|
|
|
(8,331
|
)
|
|
(6.2
|
)%
|
|||||
Asia-Pacific
|
30,680
|
|
|
|
|
24,089
|
|
|
|
|
6,591
|
|
|
27.4
|
%
|
|||||
Corporate
|
(142,167
|
)
|
|
|
|
(60,532
|
)
|
|
|
|
(81,635
|
)
|
|
134.9
|
%
|
|||||
Operating income
|
$
|
226,373
|
|
|
12.0
|
%
|
|
$
|
260,937
|
|
|
17.7
|
%
|
|
$
|
(34,564
|
)
|
|
(13.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
15.0
|
%
|
|
|
|
15.6
|
%
|
|
|
|
(0.6
|
)%
|
|
|
||||||
Europe
|
36.7
|
%
|
|
|
|
41.3
|
%
|
|
|
|
(4.6
|
)%
|
|
|
||||||
Asia-Pacific
|
24.8
|
%
|
|
|
|
23.5
|
%
|
|
|
|
1.3
|
%
|
|
|
Period
|
Total Number of
Shares Purchased (1) |
|
Approximate Average Price Paid per Share
(2)
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3) |
||||||
September 2016
|
105,861
|
|
|
$
|
74.02
|
|
|
105,861
|
|
|
|
||
October 2016
|
648,704
|
|
|
$
|
73.51
|
|
|
648,704
|
|
|
|
||
November 2016
|
716,078
|
|
|
$
|
68.78
|
|
|
716,078
|
|
|
|
||
Total
|
1,470,643
|
|
|
|
|
1,470,643
|
|
|
$
|
94,505,014
|
|
(1)
|
Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions.
|
(2)
|
Through open market repurchase plans, we repurchased and retired
1,470,643
shares of our common stock at a cost of
$104.8 million
, or an average cost of
$71.24
per share, including commissions.
|
(3)
|
The approximate dollar value of shares that may yet be purchased under our share repurchase program, as of
November 30, 2016
, was comprised of
$94.5 million
remaining available under the board’s authorization announced on July 28, 2015. The authorizations by the board of directors do not expire, but could be revoked at any time. In addition, we are not required by any of the board’s authorizations or otherwise to complete any repurchases by any specific time or at all.
|
2.1
|
|
Agreement and Plan of Merger, dated as of December 15, 2015, by and among Global Payments Inc., Data Merger Sub One, Inc., Data Merger Sub Two, LLC and Heartland Payment Systems, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 17, 2015.++
|
10.1
|
|
Debt Commitment Letter, dated as of December 15, 2015, by and among Global Payments Inc., Bank of America, N.A. and Merrill, Lynch, Pierce, Fenner and Smith Incorporated, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 17, 2015.
|
10.2
|
|
Amended and Restated Debt Commitment Letter, dated as of January 8, 2016, by and among Global Payments Inc., Bank of America, N.A., Merrill, Lynch, Pierce, Fenner and Smith Incorporated and certain other lenders named therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 14, 2016.
|
10.3
|
|
First Amendment to the Second Amended and Restated Credit Agreement, First Amendment to the Second Amended and Restated Term Loan Agreement, First Amendment to the Company Guaranties and First Amendment to the Subsidiary Guaranties, dated as of February 26, 2016, by and among the Company and Global Payments Direct, Inc., as borrowers, Bank of America, N.A., as administrative agent, and certain other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2016.
|
10.4*
|
|
Second Amendment to the Second Amended and Restated Credit Agreement, Second Amendment to the Second Amended and Restated Term Loan Agreement, Second Amendment to the Company Guaranties and Second Amendment to the Subsidiary Guaranties, dated as of October 31, 2016, by and among the Company and Global Payments Direct, Inc., as borrowers, Bank of America, N.A., as administrative agent, and certain other lenders party thereto.
|
10.5*
|
|
Fourth Amended and Restated Non-Employee Director Compensation Plan.
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
The following financial information from the Quarterly Report on Form 10-Q for the quarter ended November 30, 2016, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income (Loss); (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; and (vi) the Notes to Unaudited Consolidated Financial Statements.
|
*
|
|
Filed herewith.
|
++
|
|
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Global Payments Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
|
|
|
Global Payments Inc.
|
|
|
(Registrant)
|
|
|
|
Date: January 9, 2017
|
|
/s/ Cameron M. Bready
|
|
|
Cameron M. Bready
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
BORROWERS:
|
|
|
GLOBAL PAYMENTS INC.,
a Georgia corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS UK LTD.,
an English company governed by the Laws of England and Wales
By:
/s/ David L. Green
Name: David L. Green
Title: Director
|
|
GLOBAL PAYMENTS ACQUISITION
CORPORATION 2, a Luxembourg société à responsabilité limitée, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.629
By:
/s/ David L. Green
Name: David L. Green
Title: Manager
|
|
GLOBAL PAYMENTS ACQUISITION PS 1 - GLOBAL PAYMENTS DIRECT, a Luxembourg société en nom collectif, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.804
By: Global Payments Direct, Inc.,
its Manager
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS ACQUISITION PS 2 C.V.,
a Netherlands limited partnership
By: Global Payments Direct., Inc., acting in its capacity as general partner of Global Payments Acquisition PS 1 C.V., in its turn representing Global Payments Acquisition PS 1 - Global Payments Direct S.e.n.c., in its turn acting in its capacity as general partner on behalf and for the benefit of Global Payments Acquisition PS 2 C.V.
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
|
GUARANTORS:
|
GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS HOLDING COMPANY,
a New York corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS CHECK SERVICES, Inc.,
an Illinois corporation
By:
/s/ L.J. Williams
Name: L.J. Williams
Title: Secretary
|
|
GLOBAL PAYMENTS GAMING SERVICES, Inc.,
an Illinois corporation
By:
/s/ L.J. Williams
Name: L.J. Williams
Title: Secretary
|
|
GLOBAL PAYMENTS CHECK RECOVERY SERVICES, INC.,
a Georgia corporation
By:
/s/ L.J. Williams
Name: L.J. Williams
Title: Secretary
|
|
GLOBAL PAYMENTS GAMING INTERNATIONAL, INC.,
a Georgia corporation
By:
/s/ L.J. Williams
Name: L.J. Williams
Title: Secretary
|
|
DEBITEK, INC.,
a Delaware corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
DIGITAL DINING, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
DINERWARE, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GP FINANCE, INC.,
a Delaware corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GREATER GIVING, INC.,
an Oregon corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
HEARTLAND ACQUISITION, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
HEARTLAND COMMERCE, INC.,
a Delaware corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
HEARTLAND PAYMENT SOLUTIONS, INC.,
a Delaware corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
HEARTLAND PAYMENT SYSTEMS, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
HEARTLAND PAYROLL SOLUTIONS, INC.,
a Delaware corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
OPENEDGE PAYMENTS LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
PAYPROS LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
PAYROLL 1, INC.,
a Michigan corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
PCAMERICA, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
TOUCHNET INFORMATION SYSTEMS, INC.,
a Kansas corporation
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
XPIENT, LLC,
a Delaware limited liability company
By:
/s/ David L. Green
Name: David L. Green
Title: Secretary
|
|
EDUCATIONAL COMPUTER SYSTEMS, INC.,
a Pennsylvania corporation
By:
/s/ Daniel Frazier
Name: Daniel Frazier
Title: Secretary
|
|
|
ADMINISTRATIVE
AGENT:
|
|
|
BANK OF AMERICA, N.A., as
Administrative Agent
By:
/s/ Angela Larkin
Name: Angela Larkin
Title: Assistant Vice President
|
LENDERS:
|
BANK OF AMERICA, N.A., a Lender, Swing Line Lender and L/C Issuer
By:
/s/ David J. Doucette
Name: David J. Doucette
Title: SVP
|
|
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ Brandon K. Fiddler
Name: Brandon K. Fiddler
Title: Senior Vice President
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:
/s/ Lillian Kim
Name: Lillian Kim
Title: Director
|
|
TD BANK, N.A., as a Lender
By:
/s/ Shreya Shah
Name: Shreya Shah
Title: Senior Vice President
|
|
SUNTRUST BANK, as a Lender
By:
/s/ Jonathan Hart
Name: Jonathan Hart
Title: Vice President
|
|
FIFTH THIRD BANK, as a Lender
By:
/s/ Dan Komitor
Name: Dan Komitor
Title: Managing Director
|
|
CAPITAL ONE, N.A., as a Lender
By:
/s/ Jacob Villere
Name: Jacob Villere
Title: Senior Vice President
|
|
BANK OF MONTREAL, as a Lender
By:
/s/ Christina Boyle
Name: Christina Boyle
Title: Managing Director
By:
/s/ Tony Ebdon
Name: Tony Ebdon
Title: MD
By:
/s/ Jeffrey Couch
Name: Jeffrey Couch
Title: MD
|
|
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
By:
/s/ Andrew Campbell
Name: Andrew Campbell
Title: Authorized Signatory
By:
/s/ Zhen Ma
Name: Zhen Ma
Title: Authorized Signatory
|
|
Mizuho Bank, Ltd.,
as a Lender
By:
/s/ James R. Fayen
Name: James R. Fayen
Title: Managing Director
|
|
BARCLAYS BANK PLC, as a Lender
By:
/s/ Ronnie Glenn
Name: Ronnie Glenn
Title: Vice President
|
|
HSBC BANK USA, N.A., as a Lender
By:
/s/ Stephen J. Contino
Name: Stephen J. Contino
Title: Vice President
|
|
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ Allison Burgun
Name: Allison Burgun
Title: Vice President
|
|
WELLS FARGO BANK, N.A., as a Lender
By:
/s/ Anthony Richter
Name: Anthony Richter
Title: Director
|
|
CITIBANK, N.A., as a Lender
By:
/s/ Jane Atherton
Name: Jane Atherton
Title: Managing Director
|
|
REGIONS BANK, as a Lender
By:
/s/ Glenn Little
Name: Glenn Little
Title: Managing Director
|
|
Citizens Bank N.A.
as a Lender
By:
/s/ Sean J Lynch
Name: Sean J Lynch
Title: Managing Director
|
|
BANK OF THE PHILIPPINE ISLANDS, as a Lender
By:
/s/ Maria Theresa M. Javier
Name: Maria Theresa M. Javier
Title: Senior Vice President
|
|
Caixa Bank, S.A.
as a Lender
By:
/s/ Nona-Jose Bosser
Name: Nona-Jose Bosser
Title: Financiaciones Estructuradas
By:
/s/ Juan Munoz
Name: Juan Munoz
Title: Financiaciones Estructuradas
|
|
RAYMOND JAMES BANK, N.A.
as a Lender
By:
/s/ Daniel Gendron
Name: Daniel Gendron
Title: Vice President
|
|
The Bank of East Asia Limited, New York Branch
as a Lender
By:
/s/ James Hua
Name: James Hua
Title: SVP
By:
/s/ Kitty Sin
Name: Kitty Sin
Title: SVP
|
|
Capital Bank Corporation
as a Lender
By:
/s/ Rebecca L. Hetzer
Name: Rebecca L. Hetzer
Title: Senior Vice President
|
|
ING CAPITAL LLC,
as a Lender
By:
/s/ Mallika Kambhampati
Name: Mallika Kambhampati
Title: Managing Director
By:
/s/ Joe McAdams
Name: Joe McAdams
Title: Managing Director
|
|
Woodforest National Bank,
as a Lender
By:
/s/ John Ellis
Name: John Ellis
Title: Senior Vice President
|
|
STIFEL BANK & TRUST,
as a Lender
By:
/s/ Matthew L. Diehl
Name: Matthew L. Diehl
Title: Senior Vice President
|
|
Banco Popular de Puerto Rico, New York Branch,
as a Lender
By:
/s/ Hector J. Gonzalez
Name: Hector J. Gonzalez
Title: Vice President
|
|
Credit Industriel et Commercial, New York Branch,
as a Lender
By:
/s/ Garry Weiss
Name: Garry Weiss
Title: Managing Director
By:
/s/ Clifford Abramsky
Name: Clifford Abramsky
Title: Managing Director
|
|
GOLDMAN SACHS BANK USA,
as a Lender
By:
/s/ Mehmet Barlas
Name: Mehmet Barlas
Title: Authorized Signatory
|
|
Bank of Taiwan, New York Branch,
as a Lender
By:
/s/ Yue-Li Shih
Name: Yue-Li Shih
Title: VP & General Manager
|
|
First Commercial Bank, Ltd. New York Branch
as a Lender
By:
/s/ Bill Wang
Name: Bill Wang
Title: SVP & General Manager
|
|
HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY
as a Lender
By:
/s/ Wen-Tang, Wang
Name: Wen-Tang, Wang
Title: Vice President & General Manager
|
|
Land Bank of Taiwan, New York Branch
as a Lender
By:
/s/ Arthur Chen
Name: Arthur Chen
Title: General Manager
|
|
Taiwan Business Bank, Los Angeles Branch
as a Lender
By:
/s/ Sung-Shui Chiu
Name: Sung-Shui Chiu
Title: Senior Vice President and General Manager
|
|
Taiwan Cooperative Bank, Ltd., acting through its New York Branch
as a Lender
By:
/s/ Li Hua Huang
Name: Li Hua Huang
Title: S.V.P. & General Manager
|
|
Trustmark National Bank
as a Lender
By:
/s/ Robert Whartenby
Name: Robert Whartenby
Title: First VP
|
|
AZB Funding 7
as a Lender
By:
/s/ Shuji Tsubota
Name: Shuji Tsubota
Title: Authorized Signatory
|
|
American Savings Bank, F.S.B., a federal savings bank
as a Lender
By:
/s/ Kyle J. Shelly
Name: Kyle J. Shelly
Title: Vice President
|
|
ATLANTIC CAPITAL BANK, N.A.,
as a Lender
By:
/s/ Preston McDonald
Name: Preston McDonald
Title: Vice President
|
|
CITY NATIONAL BANK OF FLORIFDA,
as a Lender
By:
/s/ Tyler Kurau
Name: Tyler Kurau
Title: Senior Vice President
|
|
First Hawaiian Bank,
as a Lender
By:
/s/ Jeffrey Inouye
Name: Jeffrey Inouye
Title: Vice President
|
|
BANCO DE SABADELL, S.A., MIAMI BRANCH
as a Lender
By:
/s/ Enrique Castillo
Name: Enrique Castillo
Title: Structured Finance Americas Director
|
|
Cathay Bank
as a Lender
By:
/s/ Nancy A. Moore
Name: Nancy A. Moore
Title: Senior Vice President
|
|
FIRSTBANK PUERTO RICO D/B/A FIRST BANK FLORIDA,
as a Lender
By:
/s/ Jose M. Lacasa
Name: Jose M. Lacasa
Title: Corporate Banking SVP
|
|
Liberty Bank,
as a Lender
By:
/s/ Carla Balesano
Name: Carla Balesano
Title: Senior Vice President
|
|
CTBC Bank Co., Ltd., New York Branch,
as a Lender
By:
/s/ Ralph Wu
Name: Ralph Wu
Title: SVP & Branch General Manager
|
|
APOLLO AF LOAN TRUST 2012
as a Lender
BY: Apollo Credit Management (Senior Loans) II, LLC,
as Portfolio Manager
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
Apollo Credit Funding V Ltd.
as a Lender
By: Apollo ST Fund Management LLC, as its collateral manager
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
Apollo Credit Funding VI Ltd.
as a Lender
By: Apollo ST Fund Management LLC, as its collateral manager
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
Apollo TR US Broadly Syndicated Loan LLC
as a Lender
By: Apollo Total Return Master Fund LP, its Member
By: Apollo Total Advisors LP, its General Partner
By: Apollo Total Advisors GP LLC, its General Partner
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
PPF Nominee 2 B.V.
as a Lender
By: Apollo Credit Management (Senior Loans), LLC, its Investment Manager
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
JPMORGAN CHASE BANK, N.A.,
as a New Lender
By:
/s/ Nicholas Gitron-Beer
Name: Nicholas Gitron-Beer
Title: Vice President
|
|
SUMITOMO MITSUI BANKING CORPORATION,
as a New Lender
By:
/s/ James D. Weinstein
Name: James D. Weinstein
Title: Managing Director
|
Lender
|
Principal Amount Held of Heartland Incremental Term B Loan
|
Principal Amount Held of Term B Loan
|
Blackrock Financial Management
|
$66,194,100.04
|
$37,442,903.85
|
State Bank of India
|
$49,875,000.00
|
$25,951,555.02
|
Highbridge Capital Management LLC
|
$49,875,000.00
|
$25,951,555.02
|
Invesco Senior Secured Management Inc.
|
$49,591,112.37
|
$25,803,839.23
|
State Street Bank & Trust Company (Hartford)
|
$39,900,000.00
|
$20,761,244.02
|
GSO Capital / Blackstone Group
|
$30,544,346.97
|
$15,893,199.02
|
CS Alternative Capital (CSAM)
|
$29,984,459.51
|
$15,601,871.70
|
Fidelity Investments
|
$28,425,000.00
|
$14,790,435.12
|
Wellington
|
$27,531,000.00
|
$14,325,258.37
|
Eaton Vance Management
|
$26,458,687.50
|
$13,767,299.94
|
Neuberger Berman
|
$24,199,350.00
|
$12,591,694.50
|
Apollo Capital Management LP
|
$26,650,642.43
|
$12,569,602.47
|
AIB Debt Management
|
$19,950,000.00
|
$10,380,622.01
|
Aozora Bank
|
$19,950,000.00
|
$10,380,622.01
|
PIMCO
|
$18,952,500.01
|
$9,861,590.91
|
Octagon Credit Investors
|
$17,705,625.00
|
$9,212,802.03
|
Barings LLC (f/k/a Babson Capital)
|
$17,047,676.22
|
$8,870,450.27
|
Goldentree Asset Management
|
$16,234,312.50
|
$8,447,231.16
|
Metropolitan Life Insurance Company
|
$15,461,250.00
|
$8,044,982.06
|
Citizens Bank N.A.
|
$14,962,500.00
|
$7,785,466.51
|
Erste Bank
|
$14,962,500.00
|
$7,785,466.51
|
Crédit Industriel et Commercial
|
$14,962,500.00
|
$7,785,466.51
|
T. Rowe Price Associates, Inc.
|
$14,962,500.00
|
$7,785,466.51
|
Symphony Asset Management LLC
|
$14,962,500.00
|
$7,785,466.51
|
Och-Ziff Capital
|
$13,987,942.50
|
$7,278,373.12
|
Oak Hill Advisors Inc.
|
$13,167,000.00
|
$6,851,210.53
|
Mackay Shields - Pareto
|
$12,468,750.00
|
$6,487,888.76
|
Byline Bank
|
$9,631,323.35
|
$5,011,485.07
|
Highland Capital Management LP
|
$12,925,140.42
|
$4,888,135.37
|
Guggenheim Investment Partners
|
$9,376,500.00
|
$4,878,892.34
|
Voya Investment Management Company
|
$9,291,712.50
|
$4,834,774.70
|
Goldman Sachs Asset Management GSAM
|
$9,251,812.50
|
$4,814,013.46
|
CVC Credit Partners Limited (f/k/a Apidos)
|
$9,057,455.88
|
$4,712,883.50
|
Ares Management LLC (as Fund Manager)
|
$8,608,425.00
|
$4,479,238.40
|
Bain Capital LLC
|
$8,469,614.65
|
$4,407,010.94
|
Commercial Industrial Finance Corp (CIFC)
|
$8,229,375.00
|
$4,282,006.58
|
Sound Point Capital Management
|
$7,980,000.00
|
$4,152,248.80
|
JP Morgan Investment Management
|
$7,980,000.00
|
$4,152,248.80
|
Muzinich & Co
|
$7,531,125.00
|
$3,918,684.81
|
East West Bank
|
$7,481,250.00
|
$3,892,733.25
|
Teachers Insurance And Annuity Association (TIAA-CREF)
|
$7,406,437.50
|
$3,853,805.92
|
PGIM, Inc (f/k/a Prudential Investment Management)
|
$6,608,437.50
|
$3,438,581.04
|
Doubleline Capital LP
|
$6,563,550.00
|
$3,415,224.64
|
KKR Financial LLC
|
$16,570,260.55
|
$3,262,541.27
|
Deutsche Asset Management (a/k/a DB Advisors)
|
$5,985,000.00
|
$3,114,186.60
|
Napier Park (f/k/a Citi Alternative)
|
$4,987,500.00
|
$2,595,155.50
|
TPG Credit Management LP
|
$4,987,500.00
|
$2,595,155.50
|
ONEX Credit Partners
|
$3,990,000.00
|
$2,076,124.40
|
Golub Capital
|
$3,990,000.00
|
$2,076,124.40
|
MJX Asset Management
|
$3,990,000.00
|
$1,816,608.85
|
Fraser Sullivan Investment Management LLC
|
$3,376,153.83
|
$1,756,720.64
|
Oppenheimer Fund Distributor Inc.
|
$2,992,500.00
|
$1,557,093.30
|
PPM America Inc
|
$2,992,500.00
|
$1,557,093.30
|
Great West Life & Annuity Ins.
|
$2,493,750.00
|
$1,297,577.75
|
American Money Management Corporation
|
$2,493,750.00
|
$1,297,577.75
|
Raymond James Bank FSB
|
$2,493,750.00
|
$1,297,577.75
|
Kramer Van Kirk Credit Strategies LP
|
$2,493,750.00
|
$1,297,577.75
|
Bank of America, N.A. (Charlotte)
|
$2,205,039.72
|
$1,147,352.57
|
York Capital Management LP
|
$1,995,000.00
|
$1,038,062.20
|
American Capital Strategies
|
$1,995,000.00
|
$1,038,062.20
|
ABRY Partners LLC
|
$1,995,000.00
|
$1,038,062.20
|
Sumitomo Mitsui Banking Corporation
|
$1,995,000.00
|
$1,038,062.20
|
Marathon Asset Management
|
$1,496,250.00
|
$778,546.65
|
Apex Credit Partners
|
$997,500.00
|
$519,031.10
|
TCW Asset Management Company
|
$997,500.00
|
$519,031.10
|
BAWAG P.S.K.
|
$997,500.00
|
$519,031.10
|
Tall Tree Investment Management LLC
|
$997,500.00
|
$519,031.10
|
Littlejohn & Company LLC (WallFleet)
|
$997,500.00
|
$519,031.10
|
Sound Harbor Parners LLC (Aladdin)
|
$997,500.00
|
$519,031.10
|
Pioneer Investments
|
$997,500.00
|
$519,031.10
|
Fort Washington Investment Advisors Inc.
|
$713,212.50
|
$371,107.24
|
NewMark Capital LLC
|
$498,750.00
|
$259,515.55
|
Mariner Capital
|
$498,750.00
|
$259,515.55
|
Cathay Bank (Los Angeles)
|
$249,375.00
|
$129,757.78
|
Macquarie Bank
|
$249,375.00
|
$129,757.78
|
Goldman Sachs Bank USA
|
$44,887,500.00
|
$0.00
|
Loomis Sayles
|
$22,617,694.05
|
$0.00
|
Shenkman Capital Management Inc.
|
$16,269,225.00
|
$0.00
|
Oaktree Capital
|
$14,962,500.00
|
$0.00
|
Industrial and Commercial Bank of China (New York)
|
$12,967,500.00
|
$0.00
|
New York Life Insurance
|
$8,977,500.00
|
$0.00
|
Canyon Capital Advisors LLC
|
$5,985,000.00
|
$0.00
|
MidOcean Partners
|
$2,992,500.00
|
$0.00
|
Guardian Life Insurance Co. LLP
|
$1,995,000.00
|
$0.00
|
BNP Paribas Paris
|
$665,000.00
|
$0.00
|
Total:
|
$1,042,387,500.00
|
$467,783,665.69
|
Lender
|
Revolving Commitment
|
Applicable Percentage of Revolving Commitment
|
Existing Term Loan Commitment
|
Applicable Percentage of Existing Term Loan Commitment
|
Delayed Draw Term Loan Commitment
|
Applicable Percentage of Delayed Draw Term Loan Commitment
|
Bank of America, N.A.
|
$100,000,000.00
|
8.000000000%
|
$273,750,000.00
|
15.642857143%
|
$337,913,290.71
|
22.781375201%
|
PNC Bank, National Association
|
$100,000,000.00
|
8.000000000%
|
$180,000,000.00
|
10.285714286%
|
$80,000,000.00
|
5.393425078%
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$100,000,000.00
|
8.000000000%
|
$200,000,000.00
|
11.428571429%
|
$0.00
|
0.000000000%
|
TD Bank, N.A.
|
$100,000,000.00
|
8.000000000%
|
$200,000,000.00
|
11.428571429%
|
$0.00
|
0.000000000%
|
SunTrust Bank
|
$100,000,000.00
|
8.000000000%
|
$125,000,000.00
|
7.142857143%
|
$25,000,000.00
|
1.685445337%
|
JPMorgan Chase Bank, N.A.
|
$81,250,000.00
|
6.500000000%
|
$95,000,000.00
|
5.428571429%
|
$73,750,000.00
|
4.972063744%
|
Fifth Third Bank
|
$93,750,000.00
|
7.500000000%
|
$131,250,000.00
|
7.500000000%
|
$0.00
|
0.000000000%
|
Capital One, N.A.
|
$41,666,666.67
|
3.333333334%
|
$68,333,333.33
|
3.904761905%
|
$64,825,000.00
|
4.370359758%
|
Sumitomo Mitsui Banking Corporation
|
$50,000,000.00
|
4.000000000%
|
$0.00
|
0.000000000%
|
$100,000,000.00
|
6.741781347%
|
Bank of Montreal
|
$62,500,000.00
|
5.000000000%
|
$87,500,000.00
|
5.000000000%
|
$0.00
|
0.000000000%
|
Canadian Imperial Bank of Commerce, New York Branch
|
$62,500,000.00
|
5.000000000%
|
$87,500,000.00
|
5.000000000%
|
$0.00
|
0.000000000%
|
Mizuho Bank, Ltd.
|
$50,000,000.00
|
4.000000000%
|
$0.00
|
0.000000000%
|
$100,000,000.00
|
6.741781347%
|
Barclays Bank PLC
|
$62,500,000.00
|
5.000000000%
|
$0.00
|
0.000000000%
|
$72,500,000.00
|
4.887791477%
|
HSBC Bank USA, N.A.
|
$100,000,000.00
|
8.000000000%
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
U.S. Bank National Association
|
$41,666,666.67
|
3.333333334%
|
$58,333,333.33
|
3.333333333%
|
$0.00
|
0.000000000%
|
Wells Fargo Bank, N.A.
|
$20,833,333.33
|
1.666666666%
|
$29,166,666.67
|
1.666666667%
|
$50,000,000.00
|
3.370890674%
|
Citibank, N.A.
|
$31,250,000.00
|
2.500000000%
|
$43,750,000.00
|
2.500000000%
|
$0.00
|
0.000000000%
|
Regions Bank
|
$31,250,000.00
|
2.500000000%
|
$43,750,000.00
|
2.500000000%
|
$0.00
|
0.000000000%
|
Citizens Bank N.A.
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$74,825,255.10
|
5.044555091%
|
Bank of the Philippine Islands
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$49,883,503.40
|
3.363036728%
|
CAIXABANK, S.A.
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$49,883,503.40
|
3.363036728%
|
Raymond James Bank, N.A.
|
$0.00
|
0.000000000%
|
$37,500,000.00
|
2.142857143%
|
$6,000,000.00
|
0.404506881%
|
The Bank Of East Asia Limited, New York Branch
|
$0.00
|
0.000000000%
|
$35,000,000.00
|
2.000000000%
|
$0.00
|
0.000000000%
|
Capital Bank Corporation
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$30,000,000.00
|
2.022534404%
|
ING Capital LLC
|
$0.00
|
0.000000000%
|
$10,000,000.00
|
0.571428571%
|
$19,953,401.36
|
1.345214691%
|
Woodforest National Bank
|
$0.00
|
0.000000000%
|
$25,000,000.00
|
1.428571429%
|
$0.00
|
0.000000000%
|
Stifel Bank & Trust
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$24,941,751.70
|
1.681518364%
|
Banco Popular de Puerto Rico, New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$24,941,751.70
|
1.681518364%
|
Crédit Industriel et Commercial, New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$21,970,000.00
|
1.481169362%
|
Goldman Sachs Bank USA
|
$20,833,333.33
|
1.666666666%
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
Bank of Taiwan, New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
First Commercial Bank, Ltd. New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
Hua Nan Commercial Bank, Ltd. New York Agency
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
Land Bank of Taiwan, New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
Taiwan Business Bank, Los Angeles Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
Taiwan Cooperative Bank, Ltd., acting through its New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
Trustmark National Bank
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
AZB Funding 7
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$19,953,401.36
|
1.345214691%
|
American Savings Bank, F.S.B.
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$14,965,051.02
|
1.008911018%
|
Atlantic Capital Bank, N.A.
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$14,965,051.02
|
1.008911018%
|
City National Bank of Florida
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$14,965,051.02
|
1.008911018%
|
First Hawaiian Bank
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$14,965,051.02
|
1.008911018%
|
Banco De Sabadell, S.A., Miami Branch
|
$0.00
|
0.000000000%
|
$14,166,666.67
|
0.809523810%
|
$0.00
|
0.000000000%
|
Cathay Bank
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$10,000,000.00
|
0.674178135%
|
FirstBank Puerto Rico d/b/a FirstBank Florida
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$10,000,000.00
|
0.674178135%
|
Liberty Bank
|
$0.00
|
0.000000000%
|
$5,000,000.00
|
0.285714286%
|
$0.00
|
0.000000000%
|
CTBC Bank Co., Ltd., New York Branch
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$2,993,010.20
|
0.201782203%
|
Apollo Capital Management LP
|
$0.00
|
0.000000000%
|
$0.00
|
0.000000000%
|
$34,419,617.47
|
2.320495352%
|
Total:
|
$1,250,000,000.00
|
100.000000000%
|
$1,750,000,000.00
|
100.000000000%
|
$1,483,287,500.00
|
100.000000000%
|
Term B Lender
|
Term B Loan Commitment
|
Applicable Percentage of Term B Loan Commitment
|
Bank of America, N.A.
|
$74,603,834.31
|
13.754711219%
|
Blackrock Financial Management
|
$37,442,903.85
|
6.903349330%
|
State Bank of India
|
$25,951,555.02
|
4.784688995%
|
Highbridge Capital Management LLC
|
$25,951,555.02
|
4.784688995%
|
Invesco Senior Secured Management Inc.
|
$25,803,839.23
|
4.757454629%
|
State Street Bank & Trust Company (Hartford)
|
$20,761,244.02
|
3.827751196%
|
GSO Capital / Blackstone Group
|
$15,893,199.02
|
2.930229590%
|
CS Alternative Capital (CSAM)
|
$15,601,871.70
|
2.876517563%
|
Fidelity Investments
|
$14,790,435.12
|
2.726912976%
|
Wellington
|
$14,325,258.37
|
2.641148325%
|
Eaton Vance Management
|
$13,767,299.94
|
2.538277512%
|
Neuberger Berman
|
$12,591,694.50
|
2.321531100%
|
Apollo Capital Management LP
|
$12,569,602.47
|
2.317457992%
|
AIB Debt Management
|
$10,380,622.01
|
1.913875598%
|
Aozora Bank
|
$10,380,622.01
|
1.913875598%
|
PIMCO
|
$9,861,590.91
|
1.818181819%
|
Octagon Credit Investors
|
$9,212,802.03
|
1.698564593%
|
Barings LLC (f/k/a Babson Capital)
|
$8,870,450.27
|
1.635445189%
|
Goldentree Asset Management
|
$8,447,231.16
|
1.557416268%
|
Metropolitan Life Insurance Company
|
$8,044,982.06
|
1.483253589%
|
Citizens Bank N.A.
|
$7,785,466.51
|
1.435406699%
|
Erste Bank
|
$7,785,466.51
|
1.435406699%
|
Crédit Industriel et Commercial
|
$7,785,466.51
|
1.435406699%
|
T. Rowe Price Associates, Inc.
|
$7,785,466.51
|
1.435406699%
|
Symphony Asset Management LLC
|
$7,785,466.51
|
1.435406699%
|
Och-Ziff Capital
|
$7,278,373.12
|
1.341913876%
|
Oak Hill Advisors Inc.
|
$6,851,210.53
|
1.263157895%
|
Mackay Shields - Pareto
|
$6,487,888.76
|
1.196172249%
|
Byline Bank
|
$5,011,485.07
|
0.923967656%
|
Highland Capital Management LP
|
$4,888,135.37
|
0.901225668%
|
Guggenheim Investment Partners
|
$4,878,892.34
|
0.899521531%
|
Voya Investment Management Company
|
$4,834,774.70
|
0.891387560%
|
Goldman Sachs Asset Management GSAM
|
$4,814,013.46
|
0.887559809%
|
CVC Credit Partners Limited (f/k/a Apidos)
|
$4,712,883.50
|
0.868914476%
|
Ares Management LLC (as Fund Manager)
|
$4,479,238.40
|
0.825837321%
|
Bain Capital LLC
|
$4,407,010.94
|
0.812520742%
|
Commercial Industrial Finance Corp (CIFC)
|
$4,282,006.58
|
0.789473684%
|
Sound Point Capital Management
|
$4,152,248.80
|
0.765550239%
|
JP Morgan Investment Management
|
$4,152,248.80
|
0.765550239%
|
Muzinich & Co
|
$3,918,684.81
|
0.722488038%
|
East West Bank
|
$3,892,733.25
|
0.717703349%
|
Teachers Insurance And Annuity Association (TIAA-CREF)
|
$3,853,805.92
|
0.710526316%
|
PGIM, Inc (f/k/a Prudential Investment Management)
|
$3,438,581.04
|
0.633971292%
|
Doubleline Capital LP
|
$3,415,224.64
|
0.629665072%
|
KKR Financial LLC
|
$3,262,541.27
|
0.601514834%
|
Deutsche Asset Management (a/k/a DB Advisors)
|
$3,114,186.60
|
0.574162679%
|
Napier Park (f/k/a Citi Alternative)
|
$2,595,155.50
|
0.478468900%
|
TPG Credit Management LP
|
$2,595,155.50
|
0.478468900%
|
ONEX Credit Partners
|
$2,076,124.40
|
0.382775120%
|
Golub Capital
|
$2,076,124.40
|
0.382775120%
|
MJX Asset Management
|
$1,816,608.85
|
0.334928230%
|
Fraser Sullivan Investment Management LLC
|
$1,756,720.64
|
0.323886638%
|
Oppenheimer Fund Distributor Inc.
|
$1,557,093.30
|
0.287081340%
|
PPM America Inc.
|
$1,557,093.30
|
0.287081340%
|
American Money Management Corporation
|
$1,297,577.75
|
0.239234450%
|
Kramer Van Kirk Credit Strategies LP
|
$1,297,577.75
|
0.239234450%
|
Great West Life & Annuity Ins.
|
$1,297,577.75
|
0.239234450%
|
Raymond James Bank FSB
|
$1,297,577.75
|
0.239234450%
|
Bank of America, N.A. (Charlotte)
|
$1,147,352.57
|
0.211537429%
|
York Capital Management LP
|
$1,038,062.20
|
0.191387560%
|
American Capital Strategies
|
$1,038,062.20
|
0.191387560%
|
ABRY Partners LLC
|
$1,038,062.20
|
0.191387560%
|
Sumitomo Mitsui Banking Corporation
|
$1,038,062.20
|
0.191387560%
|
Marathon Asset Management
|
$778,546.65
|
0.143540670%
|
Apex Credit Partners
|
$519,031.10
|
0.095693780%
|
TCW Asset Management Company
|
$519,031.10
|
0.095693780%
|
BAWAG P.S.K.
|
$519,031.10
|
0.095693780%
|
Tall Tree Investment Management LLC
|
$519,031.10
|
0.095693780%
|
Littlejohn & Company LLC (WallFleet)
|
$519,031.10
|
0.095693780%
|
Sound Harbor Parners LLC (Aladdin)
|
$519,031.10
|
0.095693780%
|
Pioneer Investments
|
$519,031.10
|
0.095693780%
|
Fort Washington Investment Advisors Inc.
|
$371,107.24
|
0.068421053%
|
NewMark Capital LLC
|
$259,515.55
|
0.047846890%
|
Mariner Capital
|
$259,515.55
|
0.047846890%
|
Cathay Bank (Los Angeles)
|
$129,757.78
|
0.023923445%
|
Macquarie Bank
|
$129,757.78
|
0.023923445%
|
Total:
|
$542,387,500.00
|
100.000000000%
|
ARTICLE 1
|
PURPOSE
|
||
1.1
|
|
Background
|
|
1.2
|
|
Purpose
|
|
1.3
|
|
Eligibility
|
|
ARTICLE 2
|
DEFINITIONS
|
||
2.1
|
|
Definitions
|
|
ARTICLE 3
|
ADMINISTRATION
|
||
3.1
|
|
Administration
|
|
3.2
|
|
Reliance
|
|
ARTICLE 4
|
SHARES
|
||
4.1
|
|
Sources of Shares for the Plan
|
|
ARTICLE 5
|
CASH COMPENSATION
|
||
5.1
|
|
Basic Cash Retainer
|
|
5.2
|
|
Supplemental Cash Retainer
|
|
5.4
|
|
Expense Reimbursement
|
|
ARTICLE 6
|
EQUITY COMPENSATION
|
||
6.1
|
|
Stock Awards
|
|
6.2
|
|
Adjustments
|
|
6.3
|
|
Award Certificates
|
|
ARTICLE 7
|
AMENDMENT, MODIFICATION AND TERMINATION
|
||
7.1
|
|
Amendment, Modification and Termination
|
|
ARTICLE 8
|
GENERAL PROVISIONS
|
||
8.1
|
|
Duration of the Plan
|
|
8.2
|
|
Expenses of the Plan
|
|
SCHEDULE I
|
DIRECTOR COMPENSATION SCHEDULE
|
(a)
|
“Annual Stock Retainer” means with respect to each Non-Employee Director for each Plan Year, the dollar value to be delivered in the form of annual Stock awards under the Plan, as established from time to time by the Committee and set forth in Schedule I hereto.
|
(b)
|
“Basic Cash Retainer” means the annual cash retainer (excluding any Supplemental Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company; as established from time to time by the Committee and set forth in Schedule I hereto.
|
(c)
|
“Board” means the Board of Directors of the Company.
|
(d)
|
“Chairperson” means the Chairperson of the Board.
|
(e)
|
“Committee” means the Governance and Nominating Committee of the Board.
|
(f)
|
“Company” means Global Payments Inc., a Georgia corporation, or any successor corporation.
|
(g)
|
“Effective Date” of the Plan means September 28, 2016, immediately following the conclusion of the Company’s annual shareholder meeting.
|
(h)
|
“Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that any director who is a former employee shall not be an Eligible Participant for a period of one year following the date of termination of employment.
|
(i)
|
“Equity Award” means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the 2011 Incentive Plan for award to Non-Employee Directors.
|
(j)
|
“Grant Date” of an Equity Award has the meaning given such term in Sections 6.1 hereof.
|
(k)
|
“2011 Incentive Plan” means the Global Payments Inc. 2011 Incentive Plan, as may be amended from time to time, and any subsequent equity compensation plan approved by the shareholders and designated by the Board as the Incentive Plan for purposes of this Plan.
|
(l)
|
“Non-Employee Chairperson” means the Non-Employee Director, if any, who has been designated by the Board as the Chairperson under the Board’s Corporate Governance Guidelines.
|
(m)
|
“Lead Director” means the Non-Employee Director, if any, who has been designated by the Board as the Lead Director under the Board’s Corporate Governance Guidelines. The Lead Director shall have such duties as shall be assigned to him or her by the Board in such Corporate Governance Guidelines.
|
(n)
|
“Non-Employee Director” means a director of the Company who is not an employee of the Company or any of its Subsidiaries or Affiliates and who had not been appointed or elected to the Board solely by reason of his or her affiliation with a shareholder of the Company.
|
(o)
|
“Plan” means this Fourth Amended and Restated 2014 Non-Employee Director Compensation Plan, as amended from time to time.
|
(p)
|
“Plan Year(s)” means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned.
|
(q)
|
“Supplemental Cash Retainer” means the supplemental annual cash retainer (excluding Basic Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof for service as Lead Director, Non-Employee Chairperson or chair of a
|
(r)
|
“Stock” means the common stock, no par value per share, of the Company.
|
Position Held
|
Annual Basic
Cash Retainer
|
Annual Supplemental Cash Retainer
|
Annual Stock Retainer
(FMV)
|
Non-Employee Chairperson
|
$100,000
|
$95,000
|
$195,000
|
Lead Director
|
$100,000
|
$65,000
|
$195,000
|
Audit Committee Chair
|
$100,000
|
$22,500
|
$155,000
|
Compensation Committee Chair
|
$100,000
|
$20,000
|
$155,000
|
Other Committee Chairs
|
$100,000
|
$17,500
|
$155,000
|
Other Non-Employee Directors
|
$100,000
|
n/a
|
$155,000
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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(s) 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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(s) 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/ Jeffrey S. Sloan
|
Date: January 9, 2017
|
|
|
Jeffrey S. Sloan
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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(s) 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)
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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;
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c)
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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
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d)
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) 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):
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a)
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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
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b)
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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.
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By: /s/ Cameron M. Bready
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Date: January 9, 2017
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Cameron M. Bready
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Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jeffrey S. Sloan
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/s/ Cameron M. Bready
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Jeffrey S. Sloan
Chief Executive Officer
Global Payments Inc.
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Cameron M. Bready
Chief Financial Officer
Global Payments Inc.
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January 9, 2017
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January 9, 2017
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