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
|
|
New York Stock Exchange
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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PART II
|
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
|
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ITEM 15.
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•
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OpenEdge
. Through OpenEdge, we offer integrated payment solutions through more than 2,000 technology partners across over 60 different verticals primarily in North America. OpenEdge enables third-party application developers to incorporate payment innovations into their enterprise business solutions.
|
•
|
Ezidebit
. Through Ezidebit, we offer integrated payment solutions in the Asia-Pacific region. Ezidebit focuses on recurring payments verticals and, similar to OpenEdge, markets its services through a network of integrated software vendors and direct channels to numerous vertical markets.
|
•
|
Education Solutions
. In North America, we offer integrated payment solutions specifically designed for all levels of educational institutions. At the university level, we offer integrated commerce solutions, payment services, higher education loan services and open- and closed-loop payment solutions. For kindergarten through 12
th
grade, we provide ecommerce and in-person payments, cafeteria POS solutions and back-office management software, hardware, technical support and training.
|
•
|
Point-of-Sale Solutions
. We offer leading-edge POS software solutions, integrated with our payment services and other adjacent business service applications, which may be on-premise or cloud-based, targeted primarily at the hospitality and retail verticals.
|
•
|
Grow and control our direct distribution by adding new channels and partners;
|
•
|
Deliver innovative services by developing value-added applications, enhancing existing services and developing new systems and services to blend technology with customer needs;
|
•
|
Leverage technology and operational advantages throughout our global footprint;
|
•
|
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 enhancements to our service offerings; and
|
•
|
Pursue potential domestic and international acquisitions of, investments in and alliances with companies that have high growth potential, significant market presence, sustainable distribution platforms and/or key technological capabilities.
|
•
|
Global Footprint and Distribution
- Our worldwide presence allows us to focus our investments on markets with promising GDP fundamentals and favorable secular trends, makes us more attractive to merchants with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk.
|
•
|
Technology Solutions -
We provide innovative technology-based solutions that enable our customers to operate their business more efficiently and simplify the payments process, regardless of the channel through which the transaction occurs. We believe our robust technology solutions will continue to differentiate us in the marketplace and will position us for continued growth.
|
•
|
Scalable Operating Environment and Technology Infrastructure
- We operate as a single, unified international organization, with a multi-channel, global technology infrastructure, which provides scalable and innovative service offerings and a consistent service experience to our merchants and partners worldwide, while also driving sustainable operating efficiencies.
|
•
|
Strong, Long-lasting Partner Relationships
- We have established strong, long-lasting relationships with many financial institutions, enterprise software providers, VARs and other technology-based payment service providers, which facilitate lead generation and enable us to deliver a diverse solutions set to our merchant customers.
|
•
|
Disciplined Acquisition Approach
- Our proven track record for selectively and successfully sourcing, completing and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.
|
•
|
establish and audit anti-money laundering programs;
|
•
|
establish procedures for obtaining and verifying customer information;
|
•
|
file reports on large cash transactions; and
|
•
|
file suspicious activity reports if the financial institution believes a customer may be violating U.S. laws and regulations.
|
•
|
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;
|
•
|
The acquisition may otherwise cause disruption to the acquired company’s business and operations and relationships with financial institution sponsors, customers, merchants, employees and other partners;
|
•
|
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; and
|
•
|
The costs related to the integration of the acquired company’s business and operations into ours may be greater than anticipated.
|
•
|
incur additional indebtedness;
|
•
|
create liens;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into certain lines of business;
|
•
|
enter into certain transactions with affiliates;
|
•
|
pay dividends and repurchase shares of our common stock.
|
•
|
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.
|
|
High
|
|
Low
|
|
Dividend
Per Share
|
||||||
2016 Fiscal Transition Period:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
79.93
|
|
|
$
|
67.04
|
|
|
$
|
0.01
|
|
Second Quarter
|
79.24
|
|
|
64.63
|
|
|
0.01
|
|
|||
June 1, 2016 through December 31, 2016
|
79.93
|
|
|
64.63
|
|
|
0.02
|
|
|||
|
|
|
|
|
|
||||||
Fiscal 2016:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
59.29
|
|
|
$
|
50.69
|
|
|
$
|
0.01
|
|
Second Quarter
|
72.91
|
|
|
54.03
|
|
|
0.01
|
|
|||
Third Quarter
|
74.64
|
|
|
51.29
|
|
|
0.01
|
|
|||
Fourth Quarter
|
78.30
|
|
|
58.11
|
|
|
0.01
|
|
|||
|
|
|
|
|
|
||||||
Fiscal 2015:
|
|
|
|
|
|
||||||
First Quarter
|
$
|
37.23
|
|
|
$
|
33.67
|
|
|
$
|
0.01
|
|
Second Quarter
|
43.36
|
|
|
34.30
|
|
|
0.01
|
|
|||
Third Quarter
|
46.50
|
|
|
38.58
|
|
|
0.01
|
|
|||
Fourth Quarter
|
53.03
|
|
|
43.84
|
|
|
0.01
|
|
|
Global
Payments
|
|
S&P
500
|
|
S&P
Information
Technology
|
||||||
May 31, 2011
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
May 31, 2012
|
81.90
|
|
|
99.59
|
|
|
107.57
|
|
|||
May 31, 2013
|
92.63
|
|
|
126.75
|
|
|
123.83
|
|
|||
May 31, 2014
|
132.59
|
|
|
152.67
|
|
|
153.42
|
|
|||
May 31, 2015
|
202.06
|
|
|
170.69
|
|
|
182.29
|
|
|||
May 31, 2016
|
300.97
|
|
|
173.62
|
|
|
187.97
|
|
|||
December 31, 2016
|
268.97
|
|
|
187.69
|
|
|
208.77
|
|
Month
|
|
Number of Shares Purchased
|
|
Average Price per Share
|
|
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
(in millions)
|
||||||
December 2016
|
|
86,246
|
|
|
$
|
66.79
|
|
|
86,246
|
|
|
$
|
88.7
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
|
$
|
2,773,718
|
|
|
$
|
2,554,236
|
|
|
$
|
2,375,923
|
|
|
$
|
2,203,847
|
|
Operating income
|
237,951
|
|
|
424,944
|
|
|
456,597
|
|
|
405,499
|
|
|
357,213
|
|
|
307,349
|
|
||||||
Net income
|
137,683
|
|
|
290,217
|
|
|
309,115
|
|
|
269,952
|
|
|
238,713
|
|
|
217,566
|
|
||||||
Net income attributable to Global Payments
|
124,931
|
|
|
271,666
|
|
|
278,040
|
|
|
245,286
|
|
|
216,125
|
|
|
188,161
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per share
|
$
|
0.81
|
|
|
$
|
2.05
|
|
|
$
|
2.07
|
|
|
$
|
1.70
|
|
|
$
|
1.39
|
|
|
$
|
1.19
|
|
Diluted earnings per share
|
0.81
|
|
|
2.04
|
|
|
2.06
|
|
|
1.69
|
|
|
1.38
|
|
|
1.18
|
|
||||||
Dividends per share
|
0.02
|
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
10,664,350
|
|
|
$
|
10,509,952
|
|
|
$
|
5,779,301
|
|
|
$
|
4,002,527
|
|
|
$
|
3,114,025
|
|
|
$
|
2,665,678
|
|
Settlement lines of credit
|
392,072
|
|
|
378,436
|
|
|
592,629
|
|
|
440,128
|
|
|
187,461
|
|
|
215,391
|
|
||||||
Long-term debt
|
4,438,612
|
|
|
4,515,286
|
|
|
1,740,067
|
|
|
1,390,507
|
|
|
960,749
|
|
|
312,953
|
|
||||||
Total equity
|
2,779,342
|
|
|
2,877,404
|
|
|
863,553
|
|
|
1,132,799
|
|
|
1,286,607
|
|
|
1,445,343
|
|
•
|
Consolidated revenues increased by
27.3%
to
$2,202.9 million
for the 2016 fiscal transition period from
$1,730.1 million
for the prior-year period, reflecting growth in each of our operating segments and additional revenues from acquired businesses, despite the unfavorable effect of fluctuations in foreign currency exchange rates of
$35.3 million
.
|
•
|
Consolidated operating income was
$238.0 million
for the 2016 fiscal transition period compared to
$306.5 million
for the prior-year period. Our operating margin for the 2016 fiscal transition period was
10.8%
compared to
17.7%
for the prior-year period. The contribution of the revenue growth in local currency was more than offset by an increase in amortization expense of
$145.6 million
and Heartland integration expenses of
$91.6 million
.
|
•
|
On October 31, 2016, we amended our corporate credit facility, which among other things
increased our borrowing capacity by $250 million and reduced the leverage-based margin 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
$124.9 million
for the 2016 fiscal transition period compared to
$194.8 million
for prior-year period, reflecting the increase in depreciation and amortization expense, the Heartland integration expenses and the unfavorable effect of fluctuations in foreign currency. Diluted earnings per share were
$0.81
for the 2016 fiscal transition period compared to
$1.49
for the prior-year period.
|
|
Seven Months Ended December 31,
|
|
Seven Months Ended December 31,
|
|
|
|
|
|||||||||||||
(dollar amounts in thousands)
|
2016
|
|
% of Revenue
(1)
|
|
2015
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
1,650,616
|
|
|
74.9
|
%
|
|
$
|
1,227,916
|
|
|
71.0
|
%
|
|
$
|
422,700
|
|
|
34.4
|
%
|
Europe
|
403,823
|
|
|
18.3
|
%
|
|
380,246
|
|
|
22.0
|
%
|
|
23,577
|
|
|
6.2
|
%
|
|||
Asia-Pacific
|
148,457
|
|
|
6.8
|
%
|
|
121,908
|
|
|
7.0
|
%
|
|
26,549
|
|
|
21.8
|
%
|
|||
Total revenues
|
$
|
2,202,896
|
|
|
100.0
|
%
|
|
$
|
1,730,070
|
|
|
100.0
|
%
|
|
$
|
472,826
|
|
|
27.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,094,593
|
|
|
49.7
|
%
|
|
$
|
638,700
|
|
|
36.9
|
%
|
|
$
|
455,893
|
|
|
71.4
|
%
|
Selling, general and administrative
|
870,352
|
|
|
39.5
|
%
|
|
784,823
|
|
|
45.4
|
%
|
|
85,529
|
|
|
10.9
|
%
|
|||
Operating expenses
|
$
|
1,964,945
|
|
|
89.2
|
%
|
|
$
|
1,423,523
|
|
|
82.3
|
%
|
|
$
|
541,422
|
|
|
38.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
233,850
|
|
|
|
|
$
|
191,185
|
|
|
|
|
$
|
42,665
|
|
|
22.3
|
%
|
||
Europe
|
145,767
|
|
|
|
|
157,722
|
|
|
|
|
(11,955
|
)
|
|
(7.6
|
)%
|
|||||
Asia-Pacific
|
37,530
|
|
|
|
|
29,564
|
|
|
|
|
7,966
|
|
|
26.9
|
%
|
|||||
Corporate
(3)
|
(179,196
|
)
|
|
|
|
(71,924
|
)
|
|
|
|
(107,272
|
)
|
|
149.1
|
%
|
|||||
Operating income
|
$
|
237,951
|
|
|
10.8
|
%
|
|
$
|
306,547
|
|
|
17.7
|
%
|
|
$
|
(68,596
|
)
|
|
(22.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
14.2
|
%
|
|
|
|
15.6
|
%
|
|
|
|
(1.4
|
)%
|
|
|
|
|||||
Europe
|
36.1
|
%
|
|
|
|
41.5
|
%
|
|
|
|
(5.4
|
)%
|
|
|
|
|||||
Asia-Pacific
|
25.3
|
%
|
|
|
|
24.3
|
%
|
|
|
|
1.0
|
%
|
|
|
|
(dollar amounts in thousands)
|
2016
|
|
% of Revenue
(1)
|
|
2015
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
2,052,623
|
|
|
70.8
|
%
|
|
$
|
1,968,890
|
|
|
71.0
|
%
|
|
$
|
83,733
|
|
|
4.3
|
%
|
Europe
|
631,900
|
|
|
21.8
|
%
|
|
615,966
|
|
|
22.2
|
%
|
|
15,934
|
|
|
2.6
|
%
|
|||
Asia-Pacific
|
213,627
|
|
|
7.4
|
%
|
|
188,862
|
|
|
6.8
|
%
|
|
24,765
|
|
|
13.1
|
%
|
|||
Total revenues
|
$
|
2,898,150
|
|
|
100.0
|
%
|
|
$
|
2,773,718
|
|
|
100.0
|
%
|
|
$
|
124,432
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,147,639
|
|
|
39.6
|
%
|
|
$
|
1,022,107
|
|
|
36.8
|
%
|
|
$
|
125,532
|
|
|
12.3
|
%
|
Selling, general and administrative
|
1,325,567
|
|
|
45.7
|
%
|
|
1,295,014
|
|
|
46.7
|
%
|
|
30,553
|
|
|
2.4
|
%
|
|||
Operating expenses
|
$
|
2,473,206
|
|
|
85.3
|
%
|
|
$
|
2,317,121
|
|
|
83.5
|
%
|
|
$
|
156,085
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
307,626
|
|
|
|
|
$
|
293,139
|
|
|
|
|
$
|
14,487
|
|
|
4.9
|
%
|
||
Europe
|
244,837
|
|
|
|
|
240,014
|
|
|
|
|
4,823
|
|
|
2.0
|
%
|
|||||
Asia-Pacific
|
50,743
|
|
|
|
|
39,697
|
|
|
|
|
11,046
|
|
|
27.8
|
%
|
|||||
Corporate
(3)
|
(178,262
|
)
|
|
|
|
(116,253
|
)
|
|
|
|
(62,009
|
)
|
|
53.3
|
%
|
|||||
Operating income
|
$
|
424,944
|
|
|
14.7
|
%
|
|
$
|
456,597
|
|
|
16.5
|
%
|
|
$
|
(31,653
|
)
|
|
(6.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
15.0
|
%
|
|
|
|
14.9
|
%
|
|
|
|
0.1
|
%
|
|
|
||||||
Europe
|
38.7
|
%
|
|
|
|
39.0
|
%
|
|
|
|
(0.3
|
)%
|
|
|
||||||
Asia-Pacific
|
23.8
|
%
|
|
|
|
21.0
|
%
|
|
|
|
2.8
|
%
|
|
|
(dollar amounts in thousands)
|
2015
|
|
% of Revenue
(1)
|
|
2014
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
1,968,890
|
|
|
71.0
|
%
|
|
$
|
1,808,992
|
|
|
70.8
|
%
|
|
$
|
159,898
|
|
|
8.8
|
%
|
Europe
|
615,966
|
|
|
22.2
|
%
|
|
587,463
|
|
|
23.0
|
%
|
|
28,503
|
|
|
4.9
|
%
|
|||
Asia-Pacific
|
188,862
|
|
|
6.8
|
%
|
|
157,781
|
|
|
6.2
|
%
|
|
31,081
|
|
|
19.7
|
%
|
|||
Total revenues
|
$
|
2,773,718
|
|
|
100.0
|
%
|
|
$
|
2,554,236
|
|
|
100.0
|
%
|
|
$
|
219,482
|
|
|
8.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,022,107
|
|
|
36.8
|
%
|
|
$
|
952,225
|
|
|
37.3
|
%
|
|
$
|
69,882
|
|
|
7.3
|
%
|
Selling, general and administrative
|
1,295,014
|
|
|
46.7
|
%
|
|
1,196,512
|
|
|
46.8
|
%
|
|
98,502
|
|
|
8.2
|
%
|
|||
Operating expenses
|
$
|
2,317,121
|
|
|
83.5
|
%
|
|
$
|
2,148,737
|
|
|
84.1
|
%
|
|
$
|
168,384
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
293,139
|
|
|
|
|
$
|
272,251
|
|
|
|
|
$
|
20,888
|
|
|
7.7
|
%
|
||
Europe
|
240,014
|
|
|
|
|
209,334
|
|
|
|
|
30,680
|
|
|
14.7
|
%
|
|||||
Asia-Pacific
|
39,697
|
|
|
|
|
30,845
|
|
|
|
|
8,852
|
|
|
28.7
|
%
|
|||||
Corporate
|
(116,253
|
)
|
|
|
|
(106,931
|
)
|
|
|
|
(9,322
|
)
|
|
8.7
|
%
|
|||||
Operating income
|
$
|
456,597
|
|
|
16.5
|
%
|
|
$
|
405,499
|
|
|
15.9
|
%
|
|
$
|
51,098
|
|
|
12.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin for segments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
14.9
|
%
|
|
|
|
15.0
|
%
|
|
|
|
(0.1
|
)%
|
|
|
||||||
Europe
|
39.0
|
%
|
|
|
|
35.6
|
%
|
|
|
|
3.4
|
%
|
|
|
||||||
Asia-Pacific
|
21.0
|
%
|
|
|
|
19.5
|
%
|
|
|
|
1.5
|
%
|
|
|
|
Payments Due by Future Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5+ Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt
|
$
|
4,484,894
|
|
|
$
|
187,311
|
|
|
$
|
415,648
|
|
|
$
|
3,368,023
|
|
|
$
|
513,912
|
|
Interest on long-term debt
(1)
|
620,363
|
|
|
140,374
|
|
|
248,471
|
|
|
209,412
|
|
|
22,106
|
|
|||||
Settlement lines of credit
|
392,072
|
|
|
392,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
283,068
|
|
|
36,885
|
|
|
63,962
|
|
|
44,506
|
|
|
137,715
|
|
|||||
Purchase obligations
(2)
|
245,739
|
|
|
72,732
|
|
|
77,825
|
|
|
58,799
|
|
|
36,383
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
|
$
|
2,773,718
|
|
|
$
|
2,554,236
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
1,094,593
|
|
|
1,147,639
|
|
|
1,022,107
|
|
|
952,225
|
|
||||
Selling, general and administrative
|
870,352
|
|
|
1,325,567
|
|
|
1,295,014
|
|
|
1,196,512
|
|
||||
|
1,964,945
|
|
|
2,473,206
|
|
|
2,317,121
|
|
|
2,148,737
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
237,951
|
|
|
424,944
|
|
|
456,597
|
|
|
405,499
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
44,382
|
|
|
5,284
|
|
|
4,949
|
|
|
13,663
|
|
||||
Interest and other expense
|
(108,989
|
)
|
|
(69,316
|
)
|
|
(44,436
|
)
|
|
(41,812
|
)
|
||||
|
(64,607
|
)
|
|
(64,032
|
)
|
|
(39,487
|
)
|
|
(28,149
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
173,344
|
|
|
360,912
|
|
|
417,110
|
|
|
377,350
|
|
||||
Provision for income taxes
|
(35,661
|
)
|
|
(70,695
|
)
|
|
(107,995
|
)
|
|
(107,398
|
)
|
||||
Net income
|
137,683
|
|
|
290,217
|
|
|
309,115
|
|
|
269,952
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(12,752
|
)
|
|
(18,551
|
)
|
|
(31,075
|
)
|
|
(24,666
|
)
|
||||
Net income attributable to Global Payments
|
$
|
124,931
|
|
|
$
|
271,666
|
|
|
$
|
278,040
|
|
|
$
|
245,286
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to Global Payments:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.81
|
|
|
$
|
2.05
|
|
|
$
|
2.07
|
|
|
$
|
1.70
|
|
Diluted earnings per share
|
$
|
0.81
|
|
|
$
|
2.04
|
|
|
$
|
2.06
|
|
|
$
|
1.69
|
|
|
Seven Months Ended December 31,
|
|
Year End May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
137,683
|
|
|
$
|
290,217
|
|
|
$
|
309,115
|
|
|
$
|
269,952
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(92,229
|
)
|
|
(55,858
|
)
|
|
(220,641
|
)
|
|
17,034
|
|
||||
Income tax benefit related to foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
12,152
|
|
|
3,133
|
|
||||
Unrealized gains (losses) on hedging activities
|
5,532
|
|
|
(12,859
|
)
|
|
(10,116
|
)
|
|
—
|
|
||||
Reclassification of losses on hedging activities to interest expense
|
4,222
|
|
|
8,240
|
|
|
3,958
|
|
|
—
|
|
||||
Income tax (expense) benefit related to hedging activities
|
(3,639
|
)
|
|
1,738
|
|
|
2,284
|
|
|
—
|
|
||||
Other, net of tax
|
1,030
|
|
|
(848
|
)
|
|
(450
|
)
|
|
173
|
|
||||
Other comprehensive (loss) income
|
(85,084
|
)
|
|
(59,587
|
)
|
|
(212,813
|
)
|
|
20,340
|
|
||||
Comprehensive income
|
52,599
|
|
|
230,630
|
|
|
96,302
|
|
|
290,292
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
(4,335
|
)
|
|
(19,022
|
)
|
|
(2,478
|
)
|
|
(31,720
|
)
|
||||
Comprehensive income attributable to Global Payments
|
$
|
48,264
|
|
|
$
|
211,608
|
|
|
$
|
93,824
|
|
|
$
|
258,572
|
|
|
December 31, 2016
|
|
May 31, 2016
|
|
May 31, 2015
|
||||||
|
|
|
|
|
|
||||||
ASSETS
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,162,779
|
|
|
$
|
1,044,728
|
|
|
$
|
650,739
|
|
Accounts receivable, net of allowances for doubtful accounts of $1,092, $353 and $468, respectively
|
275,032
|
|
|
281,612
|
|
|
202,390
|
|
|||
Claims receivable, net of allowances for doubtful accounts of $5,786, $4,868 and $2,684, respectively
|
8,202
|
|
|
6,799
|
|
|
548
|
|
|||
Settlement processing assets
|
1,546,854
|
|
|
1,336,326
|
|
|
2,394,822
|
|
|||
Prepaid expenses and other current assets
|
123,139
|
|
|
181,848
|
|
|
41,416
|
|
|||
Total current assets
|
3,116,006
|
|
|
2,851,313
|
|
|
3,289,915
|
|
|||
Goodwill
|
4,807,594
|
|
|
4,829,405
|
|
|
1,491,833
|
|
|||
Other intangible assets, net
|
2,085,292
|
|
|
2,264,708
|
|
|
560,136
|
|
|||
Property and equipment, net
|
526,370
|
|
|
493,678
|
|
|
374,143
|
|
|||
Deferred income taxes
|
15,789
|
|
|
22,719
|
|
|
30,428
|
|
|||
Other noncurrent assets
|
113,299
|
|
|
48,129
|
|
|
32,846
|
|
|||
Total assets
|
$
|
10,664,350
|
|
|
$
|
10,509,952
|
|
|
$
|
5,779,301
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Settlement lines of credit
|
$
|
392,072
|
|
|
$
|
378,436
|
|
|
$
|
592,629
|
|
Current portion of long-term debt
|
177,785
|
|
|
135,542
|
|
|
61,784
|
|
|||
Accounts payable and accrued liabilities
|
804,887
|
|
|
696,414
|
|
|
326,875
|
|
|||
Settlement processing obligations
|
1,477,212
|
|
|
1,220,315
|
|
|
2,033,900
|
|
|||
Total current liabilities
|
2,851,956
|
|
|
2,430,707
|
|
|
3,015,188
|
|
|||
Long-term debt
|
4,260,827
|
|
|
4,379,744
|
|
|
1,678,283
|
|
|||
Deferred income taxes
|
676,472
|
|
|
744,862
|
|
|
202,855
|
|
|||
Other noncurrent liabilities
|
95,753
|
|
|
77,235
|
|
|
19,422
|
|
|||
Total liabilities
|
7,885,008
|
|
|
7,632,548
|
|
|
4,915,748
|
|
|||
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; 152,185,616 issued and outstanding at December 31, 2016; 154,421,585 issued and outstanding at May 31, 2016 and 130,557,676 issued and outstanding at May 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|||
Paid-in capital
|
1,816,278
|
|
|
1,976,715
|
|
|
148,742
|
|
|||
Retained earnings
|
1,137,230
|
|
|
1,015,811
|
|
|
795,226
|
|
|||
Accumulated other comprehensive loss
|
(322,717
|
)
|
|
(246,050
|
)
|
|
(185,992
|
)
|
|||
Total Global Payments shareholders’ equity
|
2,630,791
|
|
|
2,746,476
|
|
|
757,976
|
|
|||
Noncontrolling interests
|
148,551
|
|
|
130,928
|
|
|
105,577
|
|
|||
Total equity
|
2,779,342
|
|
|
2,877,404
|
|
|
863,553
|
|
|||
Total liabilities and equity
|
$
|
10,664,350
|
|
|
$
|
10,509,952
|
|
|
$
|
5,779,301
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
137,683
|
|
|
$
|
290,217
|
|
|
$
|
309,115
|
|
|
$
|
269,952
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
53,242
|
|
|
74,192
|
|
|
64,918
|
|
|
60,124
|
|
||||
Amortization of acquired intangibles
|
194,329
|
|
|
113,689
|
|
|
72,587
|
|
|
61,945
|
|
||||
Share-based compensation expense
|
18,707
|
|
|
30,809
|
|
|
21,056
|
|
|
29,793
|
|
||||
Provision for operating losses and bad debts
|
24,074
|
|
|
27,202
|
|
|
14,506
|
|
|
20,574
|
|
||||
Amortization of capitalized customer acquisition costs
|
14,982
|
|
|
1,776
|
|
|
—
|
|
|
—
|
|
||||
Deferred income taxes
|
(33,523
|
)
|
|
(18,162
|
)
|
|
81,079
|
|
|
(1,799
|
)
|
||||
Gain on sale of investments
|
(41,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other, net
|
19,701
|
|
|
7,481
|
|
|
3,073
|
|
|
(1,484
|
)
|
||||
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
2,189
|
|
|
(14,542
|
)
|
|
1,248
|
|
|
(18,539
|
)
|
||||
Claims receivable
|
(16,607
|
)
|
|
(29,078
|
)
|
|
(9,317
|
)
|
|
(11,569
|
)
|
||||
Settlement processing assets and obligations, net
|
35,599
|
|
|
218,061
|
|
|
(78,794
|
)
|
|
(241,431
|
)
|
||||
Prepaid expenses and other assets
|
30,604
|
|
|
(23,176
|
)
|
|
14,743
|
|
|
23,788
|
|
||||
Capitalized customer acquisition costs
|
(58,161
|
)
|
|
(11,962
|
)
|
|
—
|
|
|
—
|
|
||||
Accounts payable and other liabilities
|
121,140
|
|
|
(81,506
|
)
|
|
(69,513
|
)
|
|
2,744
|
|
||||
Net cash provided by operating activities
|
502,809
|
|
|
585,001
|
|
|
424,701
|
|
|
194,098
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Business, intangible and other asset acquisitions, net of cash acquired
|
(35,487
|
)
|
|
(2,035,657
|
)
|
|
(359,187
|
)
|
|
(426,524
|
)
|
||||
Capital expenditures
|
(88,913
|
)
|
|
(91,591
|
)
|
|
(92,550
|
)
|
|
(81,411
|
)
|
||||
Net proceeds from sale of investments
|
37,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
10,816
|
|
|
6,265
|
|
||||
Net cash used in investing activities
|
(86,683
|
)
|
|
(2,127,248
|
)
|
|
(440,921
|
)
|
|
(501,670
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Net borrowings (repayments) on settlement lines of credit
|
20,582
|
|
|
(206,009
|
)
|
|
198,884
|
|
|
252,667
|
|
||||
Proceeds from issuance of long-term debt
|
1,299,000
|
|
|
6,078,230
|
|
|
2,496,842
|
|
|
2,690,000
|
|
||||
Principal payments of long-term debt
|
(1,381,161
|
)
|
|
(3,691,608
|
)
|
|
(2,148,907
|
)
|
|
(2,260,597
|
)
|
||||
Payment of debt issuance costs
|
(9,279
|
)
|
|
(63,382
|
)
|
|
—
|
|
|
(5,961
|
)
|
||||
Repurchase of common stock
|
(178,165
|
)
|
|
(135,954
|
)
|
|
(372,387
|
)
|
|
(447,307
|
)
|
||||
Proceeds from stock issued under share-based compensation plans
|
6,093
|
|
|
8,480
|
|
|
22,550
|
|
|
31,727
|
|
||||
Common stock repurchased - share-based compensation plans
|
(20,390
|
)
|
|
(12,236
|
)
|
|
(15,690
|
)
|
|
(5,681
|
)
|
||||
Tax benefit from share-based compensation plans
|
13,017
|
|
|
7,889
|
|
|
5,176
|
|
|
6,475
|
|
||||
Purchase of subsidiary shares from noncontrolling interest
|
—
|
|
|
(7,550
|
)
|
|
—
|
|
|
—
|
|
||||
Proceeds from sale of subsidiary shares to noncontrolling interest
|
—
|
|
|
16,374
|
|
|
—
|
|
|
—
|
|
||||
Distributions to noncontrolling interests
|
(12,365
|
)
|
|
(23,308
|
)
|
|
(39,753
|
)
|
|
(36,670
|
)
|
||||
Dividends paid
|
(3,069
|
)
|
|
(5,439
|
)
|
|
(5,340
|
)
|
|
(5,757
|
)
|
||||
Net cash (used in) provided by financing activities
|
(265,737
|
)
|
|
1,965,487
|
|
|
141,375
|
|
|
218,896
|
|
||||
Effect of exchange rate changes on cash
|
(32,338
|
)
|
|
(29,251
|
)
|
|
(56,288
|
)
|
|
(9,922
|
)
|
||||
Increase (decrease) in cash and cash equivalents
|
118,051
|
|
|
393,989
|
|
|
68,867
|
|
|
(98,598
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
1,044,728
|
|
|
650,739
|
|
|
581,872
|
|
|
680,470
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
1,162,779
|
|
|
$
|
1,044,728
|
|
|
$
|
650,739
|
|
|
$
|
581,872
|
|
|
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
|
|
|
|
|
124,931
|
|
|
|
|
124,931
|
|
|
12,752
|
|
|
137,683
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(76,667
|
)
|
|
(76,667
|
)
|
|
(8,417
|
)
|
|
(85,084
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
549
|
|
|
6,093
|
|
|
|
|
|
|
6,093
|
|
|
|
|
6,093
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(267
|
)
|
|
(20,532
|
)
|
|
|
|
|
|
(20,532
|
)
|
|
|
|
(20,532
|
)
|
|||||||||
Tax benefit from employee share-based compensation
|
|
|
13,017
|
|
|
|
|
|
|
13,017
|
|
|
|
|
13,017
|
|
||||||||||
Share-based compensation expense
|
|
|
18,707
|
|
|
|
|
|
|
18,707
|
|
|
|
|
18,707
|
|
||||||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
|
|
|
|
|
|
|
|
|
|
25,653
|
|
|
25,653
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(12,365
|
)
|
|
(12,365
|
)
|
||||||||||
Repurchase of common stock
|
(2,518
|
)
|
|
(177,722
|
)
|
|
(443
|
)
|
|
|
|
(178,165
|
)
|
|
|
|
(178,165
|
)
|
||||||||
Dividends paid ($0.02 per share)
|
|
|
|
|
(3,069
|
)
|
|
|
|
(3,069
|
)
|
|
|
|
(3,069
|
)
|
||||||||||
Balance at December 31, 2016
|
152,186
|
|
|
$
|
1,816,278
|
|
|
$
|
1,137,230
|
|
|
$
|
(322,717
|
)
|
|
$
|
2,630,791
|
|
|
$
|
148,551
|
|
|
$
|
2,779,342
|
|
|
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
|
|
|
|
|
|
|
271,666
|
|
|
|
|
|
271,666
|
|
|
18,551
|
|
|
290,217
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(60,058
|
)
|
|
(60,058
|
)
|
|
471
|
|
|
(59,587
|
)
|
||||||
Stock issued under share-based compensation plans
|
591
|
|
|
8,480
|
|
|
|
|
|
|
|
|
8,480
|
|
|
|
|
|
8,480
|
|
||||||
Common stock repurchased - share-based compensation plans
|
(220
|
)
|
|
(12,193
|
)
|
|
|
|
|
|
|
|
(12,193
|
)
|
|
|
|
|
(12,193
|
)
|
||||||
Tax benefit from share-based compensation plans
|
|
|
7,889
|
|
|
|
|
|
|
|
|
7,889
|
|
|
|
|
|
7,889
|
|
|||||||
Share-based compensation expense
|
|
|
30,809
|
|
|
|
|
|
|
|
|
30,809
|
|
|
|
|
|
30,809
|
|
|||||||
Issuance of common stock in connection with a business combination
|
25,645
|
|
|
1,879,458
|
|
|
|
|
|
|
1,879,458
|
|
|
|
|
1,879,458
|
|
|||||||||
Purchase of subsidiary shares from noncontrolling interest
|
|
|
(11
|
)
|
|
|
|
|
|
(11
|
)
|
|
(7,539
|
)
|
|
(7,550
|
)
|
|||||||||
Sale of subsidiary shares to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
16,374
|
|
|
16,374
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,308
|
)
|
|
(23,308
|
)
|
||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
|
3,853
|
|
|
|
|
|
|
|
|
3,853
|
|
|
20,802
|
|
|
24,655
|
|
||||||
Repurchase of common stock
|
(2,152
|
)
|
|
(90,312
|
)
|
|
(45,642
|
)
|
|
|
|
|
(135,954
|
)
|
|
|
|
|
(135,954
|
)
|
||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
|
|
(5,439
|
)
|
|
|
|
|
(5,439
|
)
|
|
|
|
|
(5,439
|
)
|
||||||
Balance at May 31, 2016
|
154,422
|
|
|
$
|
1,976,715
|
|
|
$
|
1,015,811
|
|
|
$
|
(246,050
|
)
|
|
$
|
2,746,476
|
|
|
$
|
130,928
|
|
|
$
|
2,877,404
|
|
|
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, 2014
|
137,692
|
|
|
$
|
183,023
|
|
|
$
|
815,980
|
|
|
$
|
(1,776
|
)
|
|
$
|
997,227
|
|
|
$
|
135,572
|
|
|
$
|
1,132,799
|
|
Net income
|
|
|
|
|
278,040
|
|
|
|
|
278,040
|
|
|
31,075
|
|
|
309,115
|
|
|||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(184,216
|
)
|
|
(184,216
|
)
|
|
(28,597
|
)
|
|
(212,813
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
2,065
|
|
|
22,550
|
|
|
|
|
|
|
22,550
|
|
|
|
|
22,550
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(197
|
)
|
|
(7,435
|
)
|
|
|
|
|
|
(7,435
|
)
|
|
|
|
(7,435
|
)
|
|||||||||
Tax benefit from share-based compensation plans
|
|
|
5,176
|
|
|
|
|
|
|
5,176
|
|
|
|
|
5,176
|
|
||||||||||
Share-based compensation expense
|
|
|
21,056
|
|
|
|
|
|
|
21,056
|
|
|
|
|
21,056
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(39,753
|
)
|
|
(39,753
|
)
|
|||||||||||
Noncontrolling interest from business combination
|
|
|
|
|
|
|
|
|
|
|
|
7,280
|
|
|
7,280
|
|
||||||||||
Repurchase of common stock
|
(9,002
|
)
|
|
(75,628
|
)
|
|
(293,454
|
)
|
|
|
|
(369,082
|
)
|
|
|
|
(369,082
|
)
|
||||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
|
(5,340
|
)
|
|
|
|
(5,340
|
)
|
|
|
|
(5,340
|
)
|
|||||||||
Balance at May 31, 2015
|
130,558
|
|
|
$
|
148,742
|
|
|
$
|
795,226
|
|
|
$
|
(185,992
|
)
|
|
$
|
757,976
|
|
|
$
|
105,577
|
|
|
$
|
863,553
|
|
|
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, 2013
|
150,852
|
|
|
$
|
202,396
|
|
|
$
|
958,751
|
|
|
$
|
(15,062
|
)
|
|
$
|
1,146,085
|
|
|
$
|
140,522
|
|
|
$
|
1,286,607
|
|
Net income
|
|
|
|
|
245,286
|
|
|
|
|
245,286
|
|
|
24,666
|
|
|
269,952
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
13,286
|
|
|
13,286
|
|
|
7,054
|
|
|
20,340
|
|
|||||||||
Stock issued under share-based compensation plans
|
3,017
|
|
|
31,727
|
|
|
|
|
|
|
31,727
|
|
|
|
|
31,727
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(503
|
)
|
|
(14,498
|
)
|
|
|
|
|
|
(14,498
|
)
|
|
|
|
(14,498
|
)
|
|||||||||
Tax benefit from share-based compensation plans
|
|
|
6,351
|
|
|
|
|
|
|
6,351
|
|
|
|
|
6,351
|
|
||||||||||
Share-based compensation expense
|
|
|
29,793
|
|
|
|
|
|
|
29,793
|
|
|
|
|
29,793
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(36,670
|
)
|
|
(36,670
|
)
|
|||||||||||
Repurchase of common stock
|
(15,674
|
)
|
|
(72,746
|
)
|
|
(382,300
|
)
|
|
|
|
(455,046
|
)
|
|
|
|
(455,046
|
)
|
||||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
(5,757
|
)
|
|
|
|
(5,757
|
)
|
|
|
|
(5,757
|
)
|
||||||||||
Balance at May 31, 2014
|
137,692
|
|
|
$
|
183,023
|
|
|
$
|
815,980
|
|
|
$
|
(1,776
|
)
|
|
$
|
997,227
|
|
|
$
|
135,572
|
|
|
$
|
1,132,799
|
|
|
Seven Months Ended December 31,
|
|
Years Ended May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
|
|
||||
|
(in thousands)
|
||||||||||
Basic weighted-average number of shares outstanding
|
153,342
|
|
|
132,284
|
|
|
134,072
|
|
|
144,238
|
|
Plus: Dilutive effect of stock options and other share-based awards
|
889
|
|
|
883
|
|
|
850
|
|
|
1,138
|
|
Diluted weighted-average number of shares outstanding
|
154,231
|
|
|
133,167
|
|
|
134,922
|
|
|
145,376
|
|
Cash consideration paid to Heartland stockholders
|
|
$
|
2,043,362
|
|
Fair value of Global Payments common stock issued to Heartland stockholders
|
|
1,879,458
|
|
|
Total purchase consideration
|
|
$
|
3,922,820
|
|
Shares of Heartland common stock
|
|
38,350
|
|
|
Exchange ratio
|
|
0.6687
|
|
|
Shares of Global Payments common stock issued
|
|
25,645
|
|
|
Price per share of Global Payments common stock
|
|
$
|
73.29
|
|
Fair value of Global Payments common stock issued to Heartland stockholders
|
|
$
|
1,879,458
|
|
|
May 31, 2016
|
|
Measurement Period Adjustments
|
|
December 31, 2016
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
304,747
|
|
|
$
|
—
|
|
|
$
|
304,747
|
|
Accounts receivable
|
68,548
|
|
|
1,837
|
|
|
70,385
|
|
|||
Prepaid expenses and other assets
|
106,450
|
|
|
(3,360
|
)
|
|
103,090
|
|
|||
Identified intangible assets
|
1,639,040
|
|
|
—
|
|
|
1,639,040
|
|
|||
Property and equipment
|
112,222
|
|
|
(5,639
|
)
|
|
106,583
|
|
|||
Debt
|
(437,933
|
)
|
|
—
|
|
|
(437,933
|
)
|
|||
Accounts payable and accrued liabilities
|
(453,550
|
)
|
|
(4,213
|
)
|
|
(457,763
|
)
|
|||
Settlement processing obligations
|
(20,978
|
)
|
|
(15,600
|
)
|
|
(36,578
|
)
|
|||
Deferred income taxes
|
(553,432
|
)
|
|
34,638
|
|
|
(518,794
|
)
|
|||
Other liabilities
|
(58,542
|
)
|
|
(6,396
|
)
|
|
(64,938
|
)
|
|||
Total identifiable net assets
|
706,572
|
|
|
1,267
|
|
|
707,839
|
|
|||
Goodwill
|
3,216,248
|
|
|
(1,267
|
)
|
|
3,214,981
|
|
|||
Total purchase consideration
|
$
|
3,922,820
|
|
|
$
|
—
|
|
|
$
|
3,922,820
|
|
|
Estimated Fair Values
|
|
Estimated Weighted-Average Amortization Periods
|
||
|
|
|
|
||
|
(in thousands)
|
|
(years)
|
||
Customer-related intangible assets
|
$
|
977,400
|
|
|
15
|
Acquired technology
|
457,000
|
|
|
5
|
|
Trademarks and trade names
|
176,000
|
|
|
7
|
|
Covenants-not-to-compete
|
28,640
|
|
|
1
|
|
Total estimated acquired intangible assets
|
$
|
1,639,040
|
|
|
11
|
|
Year Ended May 31,
|
||||||||||||||
|
(Unaudited)
|
||||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2015
|
||||||||
|
(Actual)
|
|
(Pro forma)
|
|
(Actual)
|
|
(Pro forma)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Total revenues
|
$
|
2,898,150
|
|
|
$
|
3,870,368
|
|
|
$
|
2,773,718
|
|
|
$
|
3,668,851
|
|
Net income attributable to Global Payments
|
$
|
271,666
|
|
|
$
|
212,511
|
|
|
$
|
278,040
|
|
|
$
|
149,900
|
|
|
As Provisionally Determined
|
|
Measurement Period Adjustments
|
|
As Revised
|
||||||
|
(in thousands)
|
||||||||||
Customer-related intangible assets
|
$
|
135,200
|
|
|
$
|
8,200
|
|
|
$
|
143,400
|
|
Liabilities
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|||
Total identifiable net assets
|
135,050
|
|
|
8,200
|
|
|
143,250
|
|
|||
Goodwill
|
102,450
|
|
|
(8,200
|
)
|
|
94,250
|
|
|||
Total purchase consideration
|
$
|
237,500
|
|
|
$
|
—
|
|
|
$
|
237,500
|
|
Cash
|
|
$
|
4,082
|
|
Customer-related intangible assets
|
|
16,079
|
|
|
Acquired technology
|
|
39,820
|
|
|
Trade name
|
|
3,453
|
|
|
Other intangible assets
|
|
399
|
|
|
Other assets
|
|
6,213
|
|
|
Liabilities
|
|
(3,479
|
)
|
|
Deferred income tax liabilities
|
|
(7,216
|
)
|
|
Total identifiable net assets
|
|
59,351
|
|
|
Goodwill
|
|
66,809
|
|
|
Noncontrolling interest
|
|
(7,280
|
)
|
|
Total purchase consideration
|
|
$
|
118,880
|
|
Cash
|
$
|
45,826
|
|
Customer-related intangible assets
|
42,721
|
|
|
Acquired technology
|
27,954
|
|
|
Trade name
|
2,901
|
|
|
Other assets
|
2,337
|
|
|
Deferred income tax assets (liabilities)
|
(9,788
|
)
|
|
Other liabilities
|
(49,797
|
)
|
|
Total identifiable net assets
|
62,154
|
|
|
Goodwill
|
203,828
|
|
|
Total purchase consideration
|
$
|
265,982
|
|
Property and equipment
|
|
$
|
1,680
|
|
Customer-related intangible assets
|
|
147,500
|
|
|
Contract-based intangible assets
|
|
30,200
|
|
|
Acquired technology
|
|
10,800
|
|
|
Other assets
|
|
3,872
|
|
|
Deferred income tax liabilities
|
|
(38,478
|
)
|
|
Total identifiable net assets
|
|
155,574
|
|
|
Goodwill
|
|
270,878
|
|
|
Total purchase consideration
|
|
$
|
426,452
|
|
|
Year Ended May 31,
|
||||||
|
Unaudited
|
||||||
|
2014
|
|
2014
|
||||
|
(Actual)
|
|
(Pro forma)
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Total revenues
|
$
|
2,554,236
|
|
|
$
|
2,628,547
|
|
Net income attributable to Global Payments
|
$
|
245,286
|
|
|
$
|
241,272
|
|
•
|
Interchange reimbursement - our receivable from merchants for the portion of the discount fee related to reimbursement of the interchange fee.
|
•
|
Receivable from Members - our receivable from the Members for transactions in which we have advanced funding to the Members to fund merchants in advance of receipt of funding from networks.
|
•
|
Receivable from networks - our receivable from a payment network for transactions processed on behalf of merchants where we are a direct 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 funding from the payment network has been received by the Members but merchants have not yet been funded.
|
•
|
Liability to merchants - our liability to merchants for transactions that have been processed but not yet funded where we are a direct member of a particular payment network.
|
•
|
Reserve for sales allowance and operating losses - our reserve for allowances, charges or losses that we do not expect to collect from the merchants due to concessions, merchant fraud, insolvency, bankruptcy or any other merchant-related reason.
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Settlement processing assets:
|
|
|
|
|
|
||||||
Interchange reimbursement
|
$
|
150,612
|
|
|
$
|
150,644
|
|
|
$
|
186,660
|
|
Receivable from (liability to) Members
|
71,590
|
|
|
(14,997
|
)
|
|
294,837
|
|
|||
Receivable from networks
|
1,325,029
|
|
|
1,203,308
|
|
|
1,919,148
|
|
|||
Exception items
|
6,450
|
|
|
3,003
|
|
|
4,920
|
|
|||
Merchant Reserves
|
(6,827
|
)
|
|
(5,632
|
)
|
|
(10,743
|
)
|
|||
|
$
|
1,546,854
|
|
|
$
|
1,336,326
|
|
|
$
|
2,394,822
|
|
|
|
|
|
|
|
||||||
Settlement processing obligations:
|
|
|
|
|
|
||||||
Interchange reimbursement
|
$
|
199,202
|
|
|
$
|
193,989
|
|
|
$
|
68,444
|
|
Liability to Members
|
(177,979
|
)
|
|
(261,945
|
)
|
|
(628
|
)
|
|||
Liability to merchants
|
(1,358,271
|
)
|
|
(1,005,009
|
)
|
|
(1,931,390
|
)
|
|||
Exception items
|
21,194
|
|
|
5,827
|
|
|
5,331
|
|
|||
Merchant Reserves
|
(158,419
|
)
|
|
(149,667
|
)
|
|
(169,442
|
)
|
|||
Reserve for operating losses and sales allowances
|
(2,939
|
)
|
|
(3,510
|
)
|
|
(6,215
|
)
|
|||
|
$
|
(1,477,212
|
)
|
|
$
|
(1,220,315
|
)
|
|
$
|
(2,033,900
|
)
|
|
Range of Depreciable Lives
|
|
December 31,
|
|
May 31,
|
||||||||
|
(Years)
|
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
||||||
|
|
|
(in thousands)
|
||||||||||
Land
|
N/A
|
|
$
|
6,159
|
|
|
$
|
6,221
|
|
|
$
|
1,571
|
|
Buildings
|
25-38
|
|
61,135
|
|
|
62,901
|
|
|
26,236
|
|
|||
Equipment
|
2-20
|
|
224,460
|
|
|
209,201
|
|
|
197,186
|
|
|||
Software
|
2-10
|
|
319,214
|
|
|
290,997
|
|
|
248,137
|
|
|||
Leasehold improvements
|
3-15
|
|
40,158
|
|
|
40,452
|
|
|
20,458
|
|
|||
Furniture and fixtures
|
3-7
|
|
15,913
|
|
|
17,489
|
|
|
3,705
|
|
|||
|
|
|
667,039
|
|
|
627,261
|
|
|
497,293
|
|
|||
Less accumulated depreciation and amortization
|
|
|
(226,570
|
)
|
|
(200,669
|
)
|
|
(179,932
|
)
|
|||
Work in progress
|
|
|
85,901
|
|
|
67,086
|
|
|
56,782
|
|
|||
|
|
|
$
|
526,370
|
|
|
$
|
493,678
|
|
|
$
|
374,143
|
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Goodwill
|
$
|
4,807,594
|
|
|
$
|
4,829,405
|
|
|
$
|
1,491,833
|
|
Other intangible assets:
|
|
|
|
|
|
|
|
||||
Customer-related intangible assets
|
$
|
1,864,731
|
|
|
$
|
1,864,709
|
|
|
$
|
718,011
|
|
Acquired technologies
|
547,151
|
|
|
549,293
|
|
|
93,194
|
|
|||
Trademarks and trade names
|
188,311
|
|
|
188,763
|
|
|
10,777
|
|
|||
Contract-based intangible assets
|
157,882
|
|
|
159,890
|
|
|
130,874
|
|
|||
|
2,758,075
|
|
|
2,762,655
|
|
|
952,856
|
|
|||
Less accumulated amortization on:
|
|
|
|
|
|
||||||
Customer-related intangible assets
|
487,729
|
|
|
414,979
|
|
|
342,488
|
|
|||
Acquired technologies
|
89,633
|
|
|
26,403
|
|
|
8,509
|
|
|||
Trademarks and trade names
|
24,142
|
|
|
7,830
|
|
|
4,437
|
|
|||
Contract-based intangible assets
|
71,279
|
|
|
48,735
|
|
|
37,286
|
|
|||
|
672,783
|
|
|
497,947
|
|
|
392,720
|
|
|||
|
$
|
2,085,292
|
|
|
$
|
2,264,708
|
|
|
$
|
560,136
|
|
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at May 31, 2014
|
$
|
786,655
|
|
|
$
|
491,038
|
|
|
$
|
59,592
|
|
|
$
|
1,337,285
|
|
Goodwill acquired
|
4,794
|
|
|
67,220
|
|
|
192,225
|
|
|
264,239
|
|
||||
Effect of foreign currency translation
|
(11,715
|
)
|
|
(72,337
|
)
|
|
(25,639
|
)
|
|
(109,691
|
)
|
||||
Balance at May 31, 2015
|
779,734
|
|
|
485,921
|
|
|
226,178
|
|
|
1,491,833
|
|
||||
Goodwill acquired
|
3,318,768
|
|
|
—
|
|
|
53,402
|
|
|
3,372,170
|
|
||||
Effect of foreign currency translation
|
(3,872
|
)
|
|
(13,737
|
)
|
|
(15,397
|
)
|
|
(33,006
|
)
|
||||
Measurement-period adjustments
|
(8,200
|
)
|
|
(411
|
)
|
|
7,019
|
|
|
(1,592
|
)
|
||||
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
|
(1,911
|
)
|
|
(45,265
|
)
|
|
(2,160
|
)
|
|
(49,336
|
)
|
||||
Measurement-period adjustments
|
(1,267
|
)
|
|
(28
|
)
|
|
—
|
|
|
(1,295
|
)
|
||||
Balance at December 31, 2016
|
$
|
4,083,252
|
|
|
$
|
455,300
|
|
|
$
|
269,042
|
|
|
$
|
4,807,594
|
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Corporate credit facility:
|
|
|
|
|
|
||||||
Term loans (face amounts of $3,728,857, $3,530,000 and $1,234,375 at December 31, 2016, May 31, 2016 and 2015, respectively, less unamortized debt issuance costs of $46,282, $51,770 and $2,433 at December 31, 2016, May 31, 2016 and 2015, respectively)
|
$
|
3,682,575
|
|
|
$
|
3,478,230
|
|
|
$
|
1,231,942
|
|
Revolving credit facility
|
756,000
|
|
|
1,037,000
|
|
|
508,125
|
|
|||
Capital lease obligations
|
37
|
|
|
56
|
|
|
—
|
|
|||
Total long-term debt
|
4,438,612
|
|
|
4,515,286
|
|
|
1,740,067
|
|
|||
Less current portion of corporate credit facility (face amounts of $187,274, $145,938 and $62,500 at December 31, 2016, May 31, 2016 and 2015, respectively, less unamortized debt issuance costs of $9,526, $10,442 and $716 at December 31, 2016, May 31, 2016 and 2015, respectively) and current portion of capital lease obligations of $37 and $46 at December 31, 2016 and May 31, 2016, respectively
|
177,785
|
|
|
135,542
|
|
|
61,784
|
|
|||
Long-term debt, excluding current portion
|
$
|
4,260,827
|
|
|
$
|
4,379,744
|
|
|
$
|
1,678,283
|
|
2017
|
$
|
187,311
|
|
2018
|
200,974
|
|
|
2019
|
214,674
|
|
|
2020
|
214,674
|
|
|
2021
|
3,153,349
|
|
|
2022 and thereafter
|
513,912
|
|
|
Total
|
$
|
4,484,894
|
|
Derivative Financial Instruments
|
|
Balance Sheet Location
|
|
Weighted-Average Fixed Rate of Interest at December 31, 2016
|
|
Range of Maturity Dates
|
|
December 31, 2016
|
|
May 31, 2016
|
|
May 31, 2015
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||||
Interest rate swaps (Notional of $250 million at December 31, 2016)
|
|
Other assets
|
|
1.34%
|
|
July 31, 2020
|
|
$
|
2,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps (Notional of $750 million at December 31, 2016, $750 million at May 31, 2016, and $500 million at May 31, 2015)
|
|
Accounts payable and accrued liabilities
|
|
1.54%
|
|
February 28, 2019 to December 31, 2019
|
|
$
|
3,175
|
|
|
$
|
10,775
|
|
|
$
|
6,157
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
|
|
||||||||||||
Amount of (gain) loss recognized in other comprehensive loss
|
$
|
(5,532
|
)
|
|
$
|
12,859
|
|
|
$
|
10,116
|
|
|
$
|
—
|
|
Amount reclassified out of other comprehensive loss to interest expense
|
$
|
4,222
|
|
|
$
|
8,240
|
|
|
$
|
3,958
|
|
|
$
|
—
|
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Customer deposits
|
$
|
303,353
|
|
|
$
|
232,121
|
|
|
$
|
45,333
|
|
Compensation and benefits
|
94,190
|
|
|
90,658
|
|
|
57,238
|
|
|||
Fees and assessments from card networks
|
87,591
|
|
|
54,234
|
|
|
39,417
|
|
|||
Unearned revenue
|
69,437
|
|
|
42,027
|
|
|
5,239
|
|
|||
Commissions payable to third parties
|
39,370
|
|
|
37,589
|
|
|
63,737
|
|
|||
Trade accounts payable
|
28,178
|
|
|
25,195
|
|
|
22,836
|
|
|||
Third-party processing fees
|
24,971
|
|
|
16,985
|
|
|
4,399
|
|
|||
Current portion of accrued buyout liability
(1)
|
19,392
|
|
|
20,400
|
|
|
—
|
|
|||
Other
|
138,405
|
|
|
177,205
|
|
|
88,676
|
|
|||
|
$
|
804,887
|
|
|
$
|
696,414
|
|
|
$
|
326,875
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
22,859
|
|
|
$
|
26,493
|
|
|
$
|
25,022
|
|
|
$
|
49,178
|
|
State
|
3,443
|
|
|
5,454
|
|
|
3,905
|
|
|
3,856
|
|
||||
Foreign
|
42,681
|
|
|
56,689
|
|
|
(10,346
|
)
|
|
48,075
|
|
||||
|
68,983
|
|
|
88,636
|
|
|
18,581
|
|
|
101,109
|
|
||||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
||||||||
Federal
|
(36,447
|
)
|
|
(18,205
|
)
|
|
14,822
|
|
|
1,568
|
|
||||
State
|
(1,842
|
)
|
|
(3,620
|
)
|
|
3,606
|
|
|
1,206
|
|
||||
Foreign
|
4,967
|
|
|
3,884
|
|
|
70,986
|
|
|
3,515
|
|
||||
|
(33,322
|
)
|
|
(17,941
|
)
|
|
89,414
|
|
|
6,289
|
|
||||
|
$
|
35,661
|
|
|
$
|
70,695
|
|
|
$
|
107,995
|
|
|
$
|
107,398
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
United States
|
$
|
(55,279
|
)
|
|
$
|
59,876
|
|
|
$
|
135,901
|
|
|
$
|
153,453
|
|
Foreign
|
228,623
|
|
|
301,036
|
|
|
281,209
|
|
|
223,897
|
|
||||
|
$
|
173,344
|
|
|
$
|
360,912
|
|
|
$
|
417,110
|
|
|
$
|
377,350
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||
Federal U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
0.6
|
|
|
0.4
|
|
|
1.1
|
|
|
0.9
|
|
Foreign income taxes (primarily U.K.)
|
(12.6
|
)
|
|
(10.1
|
)
|
|
(8.5
|
)
|
|
(7.2
|
)
|
Foreign interest income not subject to tax
|
(2.3
|
)
|
|
(2.6
|
)
|
|
(1.8
|
)
|
|
(2.1
|
)
|
Taxes on unremitted earnings
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
Tax credits and other
|
(0.1
|
)
|
|
0.4
|
|
|
1.0
|
|
|
3.1
|
|
Effective tax rate attributable to Global Payments
|
20.6
|
|
|
19.6
|
|
|
26.8
|
|
|
29.7
|
|
Effective tax rate allocated to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(1.2
|
)
|
Effective tax rate
|
20.6
|
%
|
|
19.6
|
%
|
|
25.9
|
%
|
|
28.5
|
%
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Deferred income tax assets:
|
|
|
|
|
|
||||||
Basis difference - U.K. business
|
$
|
11,145
|
|
|
$
|
17,831
|
|
|
$
|
24,520
|
|
Domestic net operating loss carryforwards
|
12,723
|
|
|
14,304
|
|
|
6,927
|
|
|||
Foreign income tax credit carryforwards
|
7,140
|
|
|
7,140
|
|
|
14,172
|
|
|||
Foreign net operating loss carryforwards
|
2,559
|
|
|
3,721
|
|
|
2,330
|
|
|||
Share-based compensation expense
|
11,656
|
|
|
11,677
|
|
|
7,727
|
|
|||
Accrued expenses
|
54,030
|
|
|
42,687
|
|
|
—
|
|
|||
Other
|
9,101
|
|
|
6,483
|
|
|
8,636
|
|
|||
|
108,354
|
|
|
103,843
|
|
|
64,312
|
|
|||
Less valuation allowance
|
(16,611
|
)
|
|
(15,119
|
)
|
|
(3,823
|
)
|
|||
|
91,743
|
|
|
88,724
|
|
|
60,489
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Acquired intangibles
|
663,922
|
|
|
721,928
|
|
|
147,239
|
|
|||
Property and equipment
|
86,548
|
|
|
86,969
|
|
|
63,957
|
|
|||
Taxes on unremitted earnings
|
—
|
|
|
—
|
|
|
4,992
|
|
|||
Foreign currency translation
|
—
|
|
|
—
|
|
|
14,659
|
|
|||
Other
|
1,956
|
|
|
1,970
|
|
|
2,069
|
|
|||
|
752,426
|
|
|
810,867
|
|
|
232,916
|
|
|||
Net deferred income tax liability
|
$
|
(660,683
|
)
|
|
$
|
(722,143
|
)
|
|
$
|
(172,427
|
)
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Noncurrent deferred income tax asset
|
$
|
15,789
|
|
|
$
|
22,719
|
|
|
$
|
30,428
|
|
Noncurrent deferred income tax liability
|
(676,472
|
)
|
|
(744,862
|
)
|
|
(202,855
|
)
|
|||
|
$
|
(660,683
|
)
|
|
$
|
(722,143
|
)
|
|
$
|
(172,427
|
)
|
Balance at May 31, 2014
|
$
|
(7,199
|
)
|
Utilization of foreign net operating loss carryforwards
|
3,387
|
|
|
Other
|
(11
|
)
|
|
Balance at May 31, 2015
|
(3,823
|
)
|
|
Allowance for foreign income tax credit carryforward
|
(7,140
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
(4,474
|
)
|
|
Allowance for domestic net unrealized capital loss
|
(1,526
|
)
|
|
Release of allowance of domestic capital loss carryforward
|
1,746
|
|
|
Other
|
98
|
|
|
Balance at May 31, 2016
|
(15,119
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
(1,504
|
)
|
|
Release of allowance of domestic net unrealized capital loss
|
12
|
|
|
Balance at December 31, 2016
|
$
|
(16,611
|
)
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at the beginning of the year
|
$
|
7,803
|
|
|
$
|
2,559
|
|
|
$
|
67,576
|
|
|
$
|
53,763
|
|
Additions based on income tax positions related to the current year
|
4,626
|
|
|
287
|
|
|
6,311
|
|
|
8,551
|
|
||||
Additions related to acquisition
|
6,149
|
|
|
6,151
|
|
|
—
|
|
|
—
|
|
||||
Additions for income tax positions of prior years
|
247
|
|
|
753
|
|
|
512
|
|
|
296
|
|
||||
Effect of foreign currency fluctuations on income tax positions
|
(3
|
)
|
|
2
|
|
|
(5,713
|
)
|
|
5,303
|
|
||||
Reductions for income tax positions of prior years
|
(906
|
)
|
|
(123
|
)
|
|
(32
|
)
|
|
(60
|
)
|
||||
Settlements with income tax authorities
|
—
|
|
|
(1,826
|
)
|
|
(504
|
)
|
|
(277
|
)
|
||||
Changes in judgment regarding tax position
|
—
|
|
|
—
|
|
|
(65,591
|
)
|
|
—
|
|
||||
Balance at the end of the year
|
$
|
17,916
|
|
|
$
|
7,803
|
|
|
$
|
2,559
|
|
|
$
|
67,576
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Share-based compensation expense
|
$
|
18,707
|
|
|
$
|
30,809
|
|
|
$
|
21,056
|
|
|
$
|
29,793
|
|
Income tax benefit
|
$
|
6,582
|
|
|
$
|
9,879
|
|
|
$
|
6,907
|
|
|
$
|
7,126
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value |
|||
|
|
|
|
|
|||
Unvested at May 31, 2013
|
|
2,192
|
|
|
|
$22.00
|
|
Granted
|
|
1,088
|
|
|
23.55
|
|
|
Vested
|
|
(1,286
|
)
|
|
22.31
|
|
|
Forfeited
|
|
(240
|
)
|
|
22.40
|
|
|
Unvested at May 31, 2014
|
|
1,754
|
|
|
22.72
|
|
|
Granted
|
|
954
|
|
|
36.21
|
|
|
Vested
|
|
(648
|
)
|
|
23.17
|
|
|
Forfeited
|
|
(212
|
)
|
|
27.03
|
|
|
Unvested at May 31, 2015
|
|
1,848
|
|
|
28.97
|
|
|
Granted
|
|
461
|
|
|
57.04
|
|
|
Vested
|
|
(633
|
)
|
|
27.55
|
|
|
Forfeited
|
|
(70
|
)
|
|
34.69
|
|
|
Unvested at May 31, 2016
|
|
1,606
|
|
|
37.25
|
|
|
Granted
|
|
348
|
|
|
74.26
|
|
|
Vested
|
|
(639
|
)
|
|
31.38
|
|
|
Forfeited
|
|
(52
|
)
|
|
45.27
|
|
|
Unvested at December 31, 2016
|
|
1,263
|
|
|
|
$49.55
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|||||
Outstanding at May 31, 2013
|
3,530
|
|
|
|
$17.55
|
|
|
3.5
|
|
|
$23.9
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(130
|
)
|
|
19.69
|
|
|
|
|
|
|||
Exercised
|
(1,868
|
)
|
|
15.20
|
|
|
|
|
24.9
|
|
||
Outstanding at May 31, 2014
|
1,532
|
|
|
20.36
|
|
|
3.8
|
|
21.3
|
|
||
Granted
|
306
|
|
|
35.78
|
|
|
|
|
|
|||
Forfeited
|
(48
|
)
|
|
27.42
|
|
|
|
|
|
|||
Exercised
|
(896
|
)
|
|
20.15
|
|
|
|
|
16.6
|
|
||
Outstanding at May 31, 2015
|
894
|
|
|
25.47
|
|
|
5.2
|
|
23.9
|
|
||
Granted
|
145
|
|
|
55.92
|
|
|
|
|
|
|||
Forfeited
|
(8
|
)
|
|
16.10
|
|
|
|
|
|
|||
Exercised
|
(220
|
)
|
|
22.46
|
|
|
|
|
9.4
|
|
||
Outstanding at May 31, 2016
|
811
|
|
|
31.81
|
|
|
5.8
|
|
36.8
|
|
||
Granted
|
73
|
|
|
74.66
|
|
|
|
|
|
|||
Forfeited
|
(1
|
)
|
|
22.93
|
|
|
|
|
|
|||
Exercised
|
(124
|
)
|
|
22.26
|
|
|
|
|
6.5
|
|
||
Outstanding at December 31, 2016
|
759
|
|
|
|
$37.51
|
|
|
6.0
|
|
|
$24.5
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at December 31, 2016
|
502
|
|
|
|
$28.88
|
|
|
4.7
|
|
|
$20.3
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
|||||
|
2016
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
1.05
|
%
|
|
1.62
|
%
|
|
1.57
|
%
|
Expected volatility
|
31.58
|
%
|
|
28.65
|
%
|
|
23.65
|
%
|
Dividend yield
|
0.06
|
%
|
|
0.10
|
%
|
|
0.13
|
%
|
Expected term (years)
|
5
|
|
|
5
|
|
|
5
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Income taxes (refunded) paid, net
|
$
|
(3,680
|
)
|
|
$
|
89,684
|
|
|
$
|
66,726
|
|
|
$
|
94,938
|
|
Interest paid
|
$
|
93,624
|
|
|
$
|
58,730
|
|
|
$
|
36,537
|
|
|
$
|
33,214
|
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income attributable to noncontrolling interests
|
$
|
12,752
|
|
|
$
|
18,551
|
|
|
$
|
31,075
|
|
|
$
|
24,666
|
|
Foreign currency translation attributable to noncontrolling interests
|
(8,417
|
)
|
|
471
|
|
|
(28,597
|
)
|
|
7,054
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
$
|
4,335
|
|
|
$
|
19,022
|
|
|
$
|
2,478
|
|
|
$
|
31,720
|
|
|
Foreign Currency Translation
|
|
Unrealized Losses on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at May 31, 2013
|
$
|
(11,530
|
)
|
|
$
|
—
|
|
|
$
|
(3,532
|
)
|
|
$
|
(15,062
|
)
|
Other comprehensive income, net of tax
|
13,113
|
|
|
—
|
|
|
173
|
|
|
13,286
|
|
||||
Balance at May 31, 2014
|
1,583
|
|
|
—
|
|
|
(3,359
|
)
|
|
(1,776
|
)
|
||||
Other comprehensive loss, net of tax
|
(179,892
|
)
|
|
(3,874
|
)
|
|
(450
|
)
|
|
(184,216
|
)
|
||||
Balance at May 31, 2015
|
(178,309
|
)
|
|
(3,874
|
)
|
|
(3,809
|
)
|
|
(185,992
|
)
|
||||
Other comprehensive loss, net of tax
|
(56,329
|
)
|
|
(2,881
|
)
|
|
(848
|
)
|
|
(60,058
|
)
|
||||
Balance at May 31, 2016
|
(234,638
|
)
|
|
(6,755
|
)
|
|
(4,657
|
)
|
|
(246,050
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(83,812
|
)
|
|
6,115
|
|
|
1,030
|
|
|
(76,667
|
)
|
||||
Balances at December 31, 2016
|
$
|
(318,450
|
)
|
|
$
|
(640
|
)
|
|
$
|
(3,627
|
)
|
|
$
|
(322,717
|
)
|
|
Seven Months Ended December 31,
|
|
Year Ended May 31,
|
||||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,650,616
|
|
|
$
|
2,052,623
|
|
|
$
|
1,968,890
|
|
|
$
|
1,808,992
|
|
Europe
|
403,823
|
|
|
631,900
|
|
|
615,966
|
|
|
587,463
|
|
||||
Asia-Pacific
|
148,457
|
|
|
213,627
|
|
|
188,862
|
|
|
157,781
|
|
||||
Consolidated revenues
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
|
$
|
2,773,718
|
|
|
$
|
2,554,236
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
233,850
|
|
|
$
|
307,626
|
|
|
$
|
293,139
|
|
|
$
|
272,251
|
|
Europe
|
145,767
|
|
|
244,837
|
|
|
240,014
|
|
|
209,334
|
|
||||
Asia-Pacific
|
37,530
|
|
|
50,743
|
|
|
39,697
|
|
|
30,845
|
|
||||
Corporate
(2)
|
(179,196
|
)
|
|
(178,262
|
)
|
|
(116,253
|
)
|
|
(106,931
|
)
|
||||
Consolidated operating income
|
$
|
237,951
|
|
|
$
|
424,944
|
|
|
$
|
456,597
|
|
|
$
|
405,499
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(1)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
208,198
|
|
|
$
|
128,618
|
|
|
$
|
81,051
|
|
|
$
|
60,970
|
|
Europe
|
26,178
|
|
|
40,194
|
|
|
39,910
|
|
|
48,589
|
|
||||
Asia-Pacific
|
10,385
|
|
|
13,935
|
|
|
9,973
|
|
|
6,139
|
|
||||
Corporate
|
2,810
|
|
|
5,134
|
|
|
6,571
|
|
|
6,371
|
|
||||
Consolidated depreciation and amortization
|
$
|
247,571
|
|
|
$
|
187,881
|
|
|
$
|
137,505
|
|
|
$
|
122,069
|
|
|
December 31,
|
|
May 31,
|
||||||||
|
2016
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
United States
|
$
|
413,499
|
|
|
$
|
394,716
|
|
|
$
|
284,257
|
|
Foreign countries
|
112,871
|
|
|
98,962
|
|
|
89,886
|
|
|||
|
$
|
526,370
|
|
|
$
|
493,678
|
|
|
$
|
374,143
|
|
|
Operating Leases
|
|
Purchase Obligations
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Years ending December 31:
|
|
|
|
||||
2017
|
$
|
36,885
|
|
|
$
|
43,567
|
|
2018
|
33,952
|
|
|
40,191
|
|
||
2019
|
30,010
|
|
|
36,464
|
|
||
2020
|
23,333
|
|
|
30,748
|
|
||
2021
|
21,173
|
|
|
28,051
|
|
||
Thereafter
|
137,715
|
|
|
36,383
|
|
||
Total future minimum payments
|
$
|
283,068
|
|
|
$
|
215,404
|
|
|
Seven Months Ended December 31,
|
||
|
2015
|
||
|
|
||
Revenues
|
$
|
1,730,070
|
|
Operating expenses:
|
|
||
Cost of service
|
638,700
|
|
|
Selling, general and administrative
|
784,823
|
|
|
|
1,423,523
|
|
|
|
|
||
Operating income
|
306,547
|
|
|
|
|
||
Interest and other income
|
2,886
|
|
|
Interest and other expense
|
(32,149
|
)
|
|
|
(29,263
|
)
|
|
|
|
||
Income before income taxes
|
277,284
|
|
|
Provision for income taxes
|
(70,089
|
)
|
|
Net income
|
207,195
|
|
|
Less: Net income attributable to noncontrolling interests
|
(12,351
|
)
|
|
Net income attributable to Global Payments
|
$
|
194,844
|
|
|
|
||
Earnings per share attributable to Global Payments:
|
|
||
Basic earnings per share
|
$
|
1.50
|
|
Diluted earnings per share
|
$
|
1.49
|
|
|
Quarter Ended
|
||||||
|
August 31, 2016
|
|
November 30, 2016
|
||||
|
|
|
|
||||
2016 Fiscal Transition Period
|
|
|
|
||||
Revenues
|
$
|
939,492
|
|
|
$
|
941,821
|
|
Operating income
|
121,106
|
|
|
105,267
|
|
||
Net income
|
92,458
|
|
|
52,615
|
|
||
Net income attributable to Global Payments
|
85,093
|
|
|
49,452
|
|
||
Basic earnings per share attributable to Global Payments
|
0.55
|
|
|
0.32
|
|
||
Diluted earnings per share attributable to Global Payments
|
0.55
|
|
|
0.32
|
|
|
Quarter Ended
|
||||||||||||||
|
August 31, 2015
|
|
November 30, 2015
|
|
February 29, 2016
|
|
May 31, 2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended May 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
748,796
|
|
|
$
|
722,350
|
|
|
$
|
679,940
|
|
|
$
|
747,064
|
|
Operating income
|
137,772
|
|
|
123,165
|
|
|
107,805
|
|
|
56,202
|
|
||||
Net income
|
93,048
|
|
|
83,078
|
|
|
72,912
|
|
|
41,179
|
|
||||
Net income attributable to Global Payments
|
86,646
|
|
|
78,771
|
|
|
69,061
|
|
|
37,188
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.66
|
|
|
0.61
|
|
|
0.53
|
|
|
0.27
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.66
|
|
|
0.60
|
|
|
0.53
|
|
|
0.26
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
August 31, 2014
|
|
November 30, 2014
|
|
February 28, 2015
|
|
May 31, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended May 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
704,895
|
|
|
$
|
697,291
|
|
|
$
|
664,983
|
|
|
$
|
706,549
|
|
Operating income
|
124,398
|
|
|
123,984
|
|
|
104,615
|
|
|
103,600
|
|
||||
Net income
|
84,434
|
|
|
85,256
|
|
|
69,315
|
|
|
70,110
|
|
||||
Net income attributable to Global Payments
|
75,366
|
|
|
74,781
|
|
|
62,568
|
|
|
65,325
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.55
|
|
|
0.55
|
|
|
0.47
|
|
|
0.50
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.55
|
|
|
0.55
|
|
|
0.46
|
|
|
0.49
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||||
Description
|
|
Balance at
Beginning of Period
|
|
Additions: Charged to
Costs and
Expenses
|
|
Deductions: Uncollectible
Accounts
Write-Offs
(Recoveries)
|
|
Balance at
End
of Period
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2014
|
|
$
|
509
|
|
|
$
|
174
|
|
|
$
|
282
|
|
|
$
|
401
|
|
May 31, 2015
|
|
401
|
|
|
324
|
|
|
257
|
|
|
468
|
|
||||
May 31, 2016
|
|
468
|
|
|
515
|
|
|
630
|
|
|
353
|
|
||||
December 31, 2016
|
|
353
|
|
|
4,283
|
|
|
3,544
|
|
|
1,092
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reserve for operating losses-merchant card processing
(1)
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2014
|
|
$
|
2,318
|
|
|
$
|
8,658
|
|
|
$
|
9,252
|
|
|
$
|
1,724
|
|
May 31, 2015
|
|
1,724
|
|
|
4,928
|
|
|
5,366
|
|
|
1,286
|
|
||||
May 31, 2016
|
|
1,286
|
|
|
3,729
|
|
|
2,555
|
|
|
2,460
|
|
||||
December 31, 2016
|
|
2,460
|
|
|
4,629
|
|
|
4,810
|
|
|
2,279
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reserve for sales allowances-merchant card processing
(1)
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2014
|
|
$
|
961
|
|
|
$
|
1,330
|
|
|
$
|
1,690
|
|
|
$
|
601
|
|
May 31, 2015
|
|
601
|
|
|
7,974
|
|
|
3,646
|
|
|
4,929
|
|
||||
May 31, 2016
|
|
4,929
|
|
|
3,571
|
|
|
7,450
|
|
|
1,050
|
|
||||
December 31, 2016
|
|
1,050
|
|
|
2,637
|
|
|
3,027
|
|
|
660
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reserve for operating losses-check guarantee processing
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2014
|
|
$
|
3,144
|
|
|
$
|
11,916
|
|
|
$
|
12,062
|
|
|
$
|
2,998
|
|
May 31, 2015
|
|
2,998
|
|
|
9,578
|
|
|
9,892
|
|
|
2,684
|
|
||||
May 31, 2016
|
|
2,684
|
|
|
22,827
|
|
|
20,643
|
|
|
4,868
|
|
||||
December 31, 2016
|
|
4,868
|
|
|
15,204
|
|
|
14,286
|
|
|
5,786
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Deferred income tax asset valuation allowance
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2014
|
|
$
|
28,464
|
|
|
$
|
(21,265
|
)
|
|
$
|
—
|
|
|
$
|
7,199
|
|
May 31, 2015
|
|
7,199
|
|
|
(3,376
|
)
|
|
—
|
|
|
3,823
|
|
||||
May 31, 2016
|
|
3,823
|
|
|
11,296
|
|
|
—
|
|
|
15,119
|
|
||||
December 31, 2016
|
|
15,119
|
|
|
1,492
|
|
|
—
|
|
|
16,611
|
|
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
|
757,529
|
|
|
$
|
37.51
|
|
|
13,256,941
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
757,529
|
|
|
$
|
37.51
|
|
|
13,256,941
|
|
|
Page
Number
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the seven months ended December 31, 2016 and the years ended May 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income for the seven months ended December 31, 2016 and the years ended May 31, 2016, 2015 and 2014
|
|
Consolidated Balance Sheets as of December 31, 2016, May 31, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the seven months ended December 31, 2016 and the years ended May 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Equity for the seven months ended December 31, 2016 and the years ended May 31, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements
|
|
Page Number
|
Schedule II, Valuation and Qualifying Accounts
|
Exhibit No.
|
Description
|
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.++
|
2.2
|
Agreement and Plan of Merger, dated as of January 23, 2014, by and among the Company, Payment Processing, Inc. and, solely for the limited purposes set forth therein, certain additional parties thereto, incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed April 3, 2014.++
|
2.3
|
Asset Purchase Agreement, dated September 30, 2014, by and among Certegy Check Services, Inc., Global Payments Gaming Services, Inc. and Global Payments Inc., incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
2.4
|
Sale and Purchase Agreement, dated as of September 15, 2014, by and among Global Payments Australia 2 Pty Ltd, Global Payments Inc., as guarantor, shareholders of Ezi Holdings Pty Ltd and certain guarantors of the sellers, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed January 8, 2015.
|
3.1
|
Second Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed July 25, 2013.
|
3.2
|
Seventh Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 28, 2016.
|
10.1
|
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.
|
10.2
|
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.
|
10.3
|
Second Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2016, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on January 9, 2017.
|
10.4
|
First Amended and Restated Marketing Alliance Agreement with HSBC Bank plc, dated June 12, 2009, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed July 28, 2009, File No. 001-16111.
|
10.5+
|
Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed July 28, 2010.
|
10.6+
|
Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed July 30, 2007, File No. 001-16111.
|
10.7+
|
Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed July 30, 2007, File No. 001-16111.
|
10.8+
|
Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed April 6, 2009, File No. 001-16111.
|
10.9+
|
Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed January 8, 2007, File No. 001-16111.
|
10.10+
|
Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed September 16, 2010.
|
10.11+*
|
Amended and Restated 2011 Incentive Plan.
|
10.12+
|
Form of Restricted Stock Award pursuant to the 2011 Incentive Plan (2013 and 2014 fiscal years), incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K filed July 29, 2014.
|
10.13+
|
Form of Performance Unit Award (Performance Units) (2013 fiscal year) pursuant to the 2011 Incentive Plan, incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K filed July 29, 2014.
|
10.14+
|
Form of Performance Unit Award (Performance Units) (2014 fiscal year) pursuant to the 2011 Incentive Plan, incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed July 29, 2014.
|
10.15+
|
Form of Performance Unit Award (TSRs) (2013 fiscal year) pursuant to the 2011 Incentive Plan, incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K filed July 29, 2014.
|
10.16+
|
Form of Performance Unit Award (TSRs) (2014 fiscal year) pursuant to the 2011 Incentive Plan, incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed July 29, 2014.
|
10.17+
|
Form of Restricted Stock Award pursuant to the 2011 Incentive Plan (2015 and 2016 fiscal year), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
10.18+
|
Form of Stock Option Award pursuant to the 2011 Incentive Plan (2015 fiscal year), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
10.19+
|
Form of Performance Unit Award Certificate pursuant to the 2011 Incentive Plan (2015 fiscal year), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
10.20+
|
Form of Performance Unit Award Certificate (Leveraged Performance Units) pursuant to the 2011 Incentive Plan (2015 fiscal year), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
10.21+
|
Form of Stock Option Award (2015 and 2016 fiscal year), incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed October 2, 2014.
|
10.22+
|
Form of Performance Unit Award Certificate pursuant to 2011 Incentive Plan (2016 fiscal year), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed October 7, 2015.
|
10.23+
|
Form of Performance Unit Award Certificate pursuant to the 2011 Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed October 5, 2016.
|
10.24+
|
Fourth Amended and Restated Non-Employee Director Compensation Plan, dated September 28, 2016 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed January 9, 2017.
|
10.25+
|
Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed July 25, 2013.
|
10.26+
|
Employment Agreement by and between the Company and Jeffrey S. Sloan, dated as of March 30, 2010, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 1, 2010.
|
10.27+
|
Amendment to Employment Agreement by and between the Company and Jeffrey S. Sloan, dated as of October 1, 2013, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 7, 2013.
|
10.28+
|
Second Amendment to Employment Agreement by and between the Company and Jeffrey S. Sloan, dated as of August 29, 2014, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 2, 2014.
|
10.29+
|
Employment Agreement by and between the Company and David E. Mangum, dated as of March 1, 2010, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 3, 2010.
|
10.30+
|
Amendment to Employment Agreement by and between the Company and David E. Mangum, dated as of August 29, 2014, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 2, 2014.
|
10.31+
|
Employment Agreement by and between the Company and Cameron M. Bready, dated as of May 21, 2014, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2014.
|
10.32+
|
Employment Agreement by and between the Company and Guido F. Sacchi, dated as of December 1, 2013, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed January 8, 2014.
|
10.33+
|
Employment Agreement by and between the Company and David L. Green, dated as of December 1, 2013, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed January 8, 2014.
|
10.34+
|
Employment Agreement by and between the Company and Michelle V. Bonam-Ball, dated as of November 2, 2015, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed January 11, 2016.
|
10.35+
|
Change in Control, Non-Competition and Non-Solicitation Agreement between David M. Sheffield and the Company, dated as of April 6, 2015, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.
|
21.1*
|
List of Subsidiaries.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
24.1*
|
Powers of Attorney of Directors.
|
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*
|
Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
|
101.1*
|
The following financial information from the Transition Report on Form 10-K for the period from June 1, 2016 to December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to Consolidated Financial Statements.
|
|
Page
Number
|
Index to Exhibits
|
GLOBAL PAYMENTS INC.
|
|
|
|
By:
|
/s/ Jeffrey S. Sloan
|
|
Jeffrey S. Sloan
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
By:
|
/s/ Cameron M. Bready
|
|
Cameron M. Bready
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
By:
|
/s/ David M. Sheffield
|
|
David M. Sheffield
|
|
Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
William I Jacobs *
|
|
Chairman of the Board
|
|
February 28, 2017
|
|
William I Jacobs
|
||||
|
|
|
|
|
|
|
/s/ Robert H.B. Baldwin, Jr.*
|
|
Director
|
|
February 28, 2017
|
|
Robert H.B. Baldwin, Jr.
|
||||
|
|
|
|
|
|
|
/s/ John G. Bruno*
|
|
Director
|
|
February 28, 2017
|
|
John G. Bruno
|
||||
|
|
|
|
|
|
|
/s/ Mitchell L. Hollin*
|
|
Director
|
|
February 28, 2017
|
|
Mitchell L. Hollin
|
||||
|
|
|
|
|
|
|
/s/
Ruth Ann Marshall *
|
|
Director
|
|
February 28, 2017
|
|
Ruth Ann Marshall
|
||||
|
|
|
|
|
|
|
/s/ John M. Partridge
*
|
|
Director
|
|
February 28, 2017
|
|
John M. Partridge
|
||||
|
|
|
|
|
|
|
/s/
Alan M. Silberstein *
|
|
Director
|
|
February 28, 2017
|
|
Alan M. Silberstein
|
||||
|
|
|
|
|
|
|
/s/ Jeffrey S. Sloan
|
|
Director
|
|
February 28, 2017
|
|
Jeffrey S. Sloan
|
||||
|
|
|
|
|
|
|
/s/
Michael W. Trapp *
|
|
Director
|
|
February 28, 2017
|
|
Michael W. Trapp
|
||||
|
|
|
|
|
|
*By:
|
/s/
Jeffrey S. Sloan
|
|
Attorney-in-fact
|
|
February 28, 2017
|
|
Jeffrey S. Sloan
|
(a)
|
“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.
|
(b)
|
“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Dividend Equivalents, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.
|
(c)
|
“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
|
(d)
|
“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.
|
(e)
|
“Board” means the Board of Directors of the Company.
|
(f)
|
“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross neglect of duty; prolonged absence from duty without the consent of the Company; material breach by the Participant of any published Company code of conduct or code of ethics; intentionally engaging in activity that is in conflict with or adverse to the business or other interests of the Company; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Georgia law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.
|
(g)
|
“Change in Control” means and includes the occurrence of any one of the following events:
|
(h)
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
|
(i)
|
“Committee” means the committee of the Board described in Article 4.
|
(j)
|
“Company” means Global Payments Inc., a Georgia corporation, or any successor corporation.
|
(k)
|
“Continuous Service” means the absence of any interruption or termination of service as an employee, officer, director or consultant of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the
|
(l)
|
“Covered Employee” means a covered employee as defined in Code Section 162(m)(3).
|
(m)
|
“Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.
|
(n)
|
“Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant has incurred a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.
|
(o)
|
“Dividend Equivalent” means a right granted to a Participant under Article 12.
|
(p)
|
“Effective Date” has the meaning assigned such term in Section 3.1.
|
(q)
|
“Eligible Participant” means an employee (including a leased employee), officer, director or consultant of the Company or any Affiliate.
|
(r)
|
“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.
|
(s)
|
“Fair Market Value,” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on the principal such exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.
|
(t)
|
“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).
|
(u)
|
“Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any, between a Participant and the
|
(v)
|
“Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.
|
(w)
|
“Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.
|
(x)
|
“Independent Directors” means those members of the Board of Directors who qualify at any given time as (a) an “independent” director under the applicable rules of each Exchange on which the Shares are listed, (b) a “non-employee” director under Rule 16b-3 of the 1934 Act, and (c) an “outside” director under Section 162(m) of the Code.
|
(y)
|
“Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.
|
(z)
|
“Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
|
(aa)
|
“Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
|
(bb)
|
“Other Stock-Based Award” means a right, granted to a Participant under Article 13, that relates to or is valued by reference to Stock or other Awards relating to Stock.
|
(cc)
|
“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.
|
(dd)
|
“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 14.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
|
(ee)
|
“Performance Award” means any award granted under the Plan pursuant to Article 10.
|
(ff)
|
“Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.
|
(gg)
|
“Plan” means the Global Payments Inc. Amended and Restated 2011 Incentive Plan, as amended from time to time.
|
(hh)
|
“Prior Plan” means the Global Payments Inc. Third Amended and Restated 2005 Incentive Plan, as amended from time to time.
|
(ii)
|
“Qualified Performance-Based Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date.
|
(jj)
|
“Qualified Business Criteria” means one or more of the Business Criteria listed in Section 11.2 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.
|
(kk)
|
“Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.
|
(ll)
|
“Restricted Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.
|
(mm)
|
“Retirement” in the case of an employee means resignation or termination of employment without Cause from the Company, a Parent or Subsidiary after age 65 with ten years of continual service or “credited service” as reflected in the official human resources records of the employing company. “Retirement” in the case of a Non-Employee Director of the Company means departure from the Board without Cause after age 65 or the failure to be re-elected or re-nominated as a director at any age.
|
(nn)
|
“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.
|
(oo)
|
“Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 15, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Article 15.
|
(pp)
|
“Stock” means the no par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 15.
|
(qq)
|
“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.
|
(rr)
|
“Subsidiary” means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.
|
(ss)
|
“1933 Act” means the Securities Act of 1933, as amended from time to time.
|
(tt)
|
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.
|
(a)
|
Grant Awards;
|
(b)
|
Designate Participants;
|
(c)
|
Determine the type or types of Awards to be granted to each Participant;
|
(d)
|
Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;
|
(e)
|
Determine the terms and conditions of any Award granted under the Plan;
|
(f)
|
Prescribe the form of each Award Certificate, which need not be identical for each Participant;
|
(g)
|
Decide all other matters that must be determined in connection with an Award;
|
(h)
|
Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;
|
(i)
|
Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;
|
(j)
|
Amend the Plan or any Award Certificate as provided herein; provided that any such amendment shall not be effective unless it is in writing; and
|
(k)
|
Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any
|
(a)
|
Administrative Duties
. The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan.
|
(b)
|
Special Committee
. The Board may, by resolution or by specific delegation to the Compensation Committee, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Compensation Committee regarding the delegated duties and responsibilities and any Awards so granted.
|
(a)
|
Awards of Options and Stock Appreciation Rights shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan as four tenths (0.4) of one Share for each Share covered by such Awards, and Full Value Awards shall count against the number of Shares remaining
|
(b)
|
The full number of Shares subject to the Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation).
|
(c)
|
Upon exercise of Stock Appreciation Rights that are settled in Shares, the full number of Stock Appreciation Rights (rather than the net number of Shares actually delivered upon exercise) shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.
|
(d)
|
Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the Plan share reserve.
|
(e)
|
To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
|
(f)
|
Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
|
(g)
|
To the extent that the full number of Shares subject to a Full Value Award is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
|
(h)
|
Substitute Awards granted pursuant to Section 14.9 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.
|
(i)
|
Subject to applicable Exchange requirements, shares available under a shareholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 5.1.
|
(a)
|
Options
. The maximum aggregate number of Shares subject to time-vesting Options granted under the Plan in any 12-month period to any one Participant shall be 1,200,000.
|
(b)
|
SARs
. The maximum number of Shares subject to time-vesting Stock Appreciation Rights granted under the Plan in any 12-month period to any one Participant shall be 1,200,000.
|
(c)
|
Performance Awards
. With respect to any one 12-month period (i) the maximum amount that may be paid to any one Participant for Performance Awards payable in cash or property other than Shares shall be $10,000,000, and (ii) the maximum number of Shares that may be paid to any one Participant for Performance Awards payable in Stock shall be the greater of 1,200,000 Shares or Shares having a Fair Market Value of $30,000,000 as of the Grant Date of the Award. For purposes of applying these limits in the case of multi‑year performance periods, the amount of cash or property or number of Shares deemed paid with respect to any one 12-month period is the total amount payable or Shares earned for the performance period divided by the number of 12-month periods in the performance period.
|
(d)
|
Non-Employee Director Compensation
. The maximum number of Shares subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-
|
(a)
|
Exercise Price
. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 14.9) shall not be less than the Fair Market Value as of the Grant Date.
|
(b)
|
Prohibition on Repricing
. Except as otherwise provided in Section 15.1, without the prior approval of the stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly; (ii) an Option may not be cancelled in exchange for cash, other Awards or Option or SARs with an exercise or base price that is less than the exercise price of the original Option, or otherwise, and (iii) the Company may not repurchase an Option for value (in cash or otherwise) if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.
|
(c)
|
Time and Conditions of Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e), and may include in the Award Certificate a provision that an Option that is otherwise exercisable and has an exercise price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term by means of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for tax withholding. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.
|
(d)
|
Payment
. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on
|
(e)
|
Exercise Term
. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.
|
(f)
|
No Deferral Feature
. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
(g)
|
No Dividend Equivalents
. No Option shall provide for Dividend Equivalents.
|
(a)
|
Right to Payment
. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:
|
(1)
|
The Fair Market Value of one Share on the date of exercise; over
|
(2)
|
The base price of the SAR as determined by the Committee and set forth in the Award Certificate, which shall not be less than the Fair Market Value of one Share on the Grant Date.
|
(b)
|
Prohibition on Repricing
. Except as otherwise provided in Section 15.1, without the prior approval of the stockholders of the Company: (i) the base price of a SAR may not be reduced, directly or indirectly; (ii) an Option may not be cancelled in exchange for cash, other Awards or Option or SARs with an exercise or base price that is less than the exercise price of the original Option, or otherwise, and (iii) the Company may not repurchase a SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.
|
(c)
|
Time and Conditions of Exercise
. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part, and may include in the Award Certificate a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares required for tax withholding. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from the Grant Date.
|
(d)
|
No Deferral Feature
. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
|
(e)
|
No Dividend Equivalents
. No SAR shall provide for Dividend Equivalents.
|
(f)
|
Other Terms
. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.
|
•
|
Revenue (premium revenue, total revenue or other revenue measures)
|
•
|
Sales
|
•
|
Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)
|
•
|
Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)
|
•
|
Net income (before or after taxes, operating income or other income measures)
|
•
|
Cash (cash flow, cash generation or other cash measures)
|
•
|
Stock price or performance
|
•
|
Total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price)
|
•
|
Economic value added
|
•
|
Return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);
|
•
|
Market share
|
•
|
Improvements in capital structure
|
•
|
Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)
|
•
|
Business expansion (acquisitions)
|
•
|
Internal rate of return or increase in net present value
|
•
|
Productivity measures
|
•
|
Cost reduction measures
|
•
|
Strategic plan development and implementation
|
(i)
|
all of that Participant’s outstanding Options and SARs shall become fully exercisable, and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;
|
(ii)
|
all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and
|
(iii)
|
the payout opportunities attainable under all of that Participant’s outstanding performance-based Awards shall be determined as provided in the Award Certificate or any special Plan document governing the Award or an employment or similar agreement with the Participant.
|
(a)
|
Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);
|
(b)
|
The original term of an Option or SAR may not be extended without the prior approval of the shareholders of the Company;
|
(c)
|
Except as otherwise provided in Section 15.1, without the prior approval of the shareholders of the Company, (i) the exercise price of an Option or base price of a SAR may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from
|
(d)
|
No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).
|
(a)
|
No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).
|
(b)
|
Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director or consultant, at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.
|
(c)
|
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or an of its Affiliates.
|
(d)
|
No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.
|
(a)
|
General
. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
|
(b)
|
Definitional Restrictions
. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the Change in Control, Disability or separation from service as applicable.
|
(c)
|
Allocation among Possible Exemptions
. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human Resources) shall determine which Awards or portions thereof will be subject to such exemptions.
|
(d)
|
Six-Month Delay in Certain Circumstances
. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
|
(i)
|
the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant's death) (in either case, the “Required Delay Period”); and
|
(ii)
|
the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.
|
(e)
|
Installment Payments
. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of
|
(f)
|
Timing of Release of Claims
. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
|
(g)
|
Permitted Acceleration
. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. section 1.409A-3(j)(4).
|
(a)
|
Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.
|
(b)
|
Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any
|
NAME
|
JURISDICTION OF ORGANIZATION
|
Comercia Global Payments Entidad de Pago, S.L.
|
Spain (1)
|
Debitek, Inc.
|
Delaware
|
Digital Dining, LLC
|
Delaware
|
Dinerware, LLC
|
Delaware
|
DolEx Europe, S.L.
|
Spain
|
Educational Computer Systems, Inc.
|
Pennsylvania
|
Ematters Australia Pty Ltd.
|
Australia
|
Equifax Credit Services, LLC
|
Russian Federation
|
eWay Europe Limited
|
United Kingdom
|
eWay New Zealand Limited
|
New Zealand
|
eWay Payments Asia Pte, Ltd.
|
Singapore
|
eWay Payments Inc.
|
Delaware
|
eWay Payments North America Inc.
|
Canada
|
eWay Payments Pty Ltd.
|
Australia
|
Ezi Holdings, Pty. Ltd.
|
Australia
|
Ezi Management Pty Ltd.
|
Australia
|
Ezi Properties Pty Ltd.
|
Australia
|
Ezidebit (NZ) Limited
|
New Zealand
|
Ezidebit HK, Ltd.
|
Hong Kong
|
Ezidebit Pty Ltd.
|
Australia
|
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 - Caixa Acquisition Corporation S.a.r.l.
|
Luxembourg (2)
|
Global Payments - Realex Holding Limited
|
Ireland
|
Global Payments - Servicos de Pagamentos S.A.
|
Brazil (3)
|
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 Corporation 2 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 2, LLC
|
Delaware
|
Global Payments Acquisition Corporation 3 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 3, LLC
|
Delaware
|
Global Payments Acquisition Corporation 4 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 6 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 7 S.á.r.l.
|
Luxembourg
|
Global Payments Acquisition Corporation 7, LLC
|
Delaware
|
Global Payments Acquisition Corporation HK Holding Limited
|
Hong Kong
|
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 (Singapore) Private Limited
|
Singapore
|
Global Payments Asia-Pacific (Hong Kong Holding) Limited
|
Hong Kong
|
Global Payments Asia-Pacific (Hong Kong) Limited
|
Hong Kong
|
Global Payments Asia-Pacific (Shanghai) Limited
|
People’s Republic of China
|
NAME
|
JURISDICTION OF ORGANIZATION
|
Global Payments Asia-Pacific (Singapore Holding) Private Limited
|
Singapore
|
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 (4)
|
Global Payments Asia-Pacific Processing Company Limited
|
Hong Kong
|
Global Payments Australia Pty 1 Ltd.
|
Australia
|
Global Payments Australia Pty 2 Ltd.
|
Australia
|
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 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 Limited
|
Malta
|
Global Payments Process Centre Inc.
|
Philippines
|
Global Payments s.r.o.
|
Czech Republic (5)
|
Global Payments Singapore Private Limited
|
Singapore
|
Global Payments South America, Brasil-Servicos de Pagamentos S.A.
|
Brazil (6)
|
Global Payments UK 2 Ltd.
|
United Kingdom
|
Global Payments UK Ltd.
|
United Kingdom
|
GP Finance, Inc.
|
Delaware
|
GPA PS 3 C.V.
|
Netherlands
|
GPAP Macau Limited
|
Macau
|
GPC Financial Corporation
|
Canada
|
GPS Holding Limited Partnership
|
Georgia
|
GPUK LLP
|
United Kingdom
|
Greater Giving, Inc.
|
Delaware
|
Heartland Acquisition, LLC
|
Delaware
|
Heartland Commerce, Inc.
|
Delaware
|
Heartland Payment Solutions, Inc.
|
Delaware
|
Heartland Payment Systems, LLC
|
Delaware
|
Heartland Payroll Solutions, Inc.
|
Delaware
|
Merchant Services U.S.A., Inc.
|
North Carolina
|
Modular Data, Inc.
|
Delaware
|
NDC Holdings (UK) Ltd.
|
Georgia
|
NDPS Holdings, Inc.
|
Delaware
|
OpenEdge Payments LLC
|
Delaware
|
Pay and Shop Limited
|
Ireland
|
PayPros LLC
|
Delaware
|
Payroll 1, Inc.
|
Michigan
|
PCAmerica, LLC
|
Delaware
|
Peoplehub Pty Ltd.
|
Australia
|
Regalcroft Pty Ltd.
|
Australia
|
/s/ William I Jacobs
|
Chairman of the Board
|
William I Jacobs
|
|
|
|
/s/ Robert H.B. Baldwin, Jr.
|
Director
|
Robert H.B. Baldwin, Jr.
|
|
|
|
/s/ John G. Bruno
|
Director
|
John G. Bruno
|
|
|
|
/s/ Mitchell L. Hollin
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Director
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Mitchell L. Hollin
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/s/ Ruth Ann Marshall
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Director
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Ruth Ann Marshall
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/s/ John M. Partridge
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Director
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John M. Partridge
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/s/ Alan M. Silberstein
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Director
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Alan M. Silberstein
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/s/ Michael W. Trapp
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Director
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Michael W. Trapp
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1.
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I have reviewed this Transition Report on Form 10-K of Global Payments Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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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 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 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/ Jeffrey S. Sloan
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Date:
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February 28, 2017
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Jeffrey S. Sloan
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Principal Executive Officer
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1.
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I have reviewed this Transition Report on Form 10-K of Global Payments Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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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 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 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)
|
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:
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February 28, 2017
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Cameron M. Bready
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Principal 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 Global Payments Inc.
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/s/ Jeffrey S. Sloan
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/s/ Cameron M. Bready
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Jeffrey S. Sloan
Principal Executive Officer
Global Payments Inc.
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Cameron M. Bready
Principal Financial Officer
Global Payments Inc.
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February 28, 2017
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February 28, 2017
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