☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Georgia
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|
58-2567903
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(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
3550 Lenox Road, Atlanta, Georgia
|
|
30321
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ☒
|
|
Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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Yes ☐ No ☒
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Page
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PART I - FINANCIAL INFORMATION
|
|||
ITEM 1.
|
|
||
|
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||
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||
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||
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II - OTHER INFORMATION
|
|||
ITEM 1.
|
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||
ITEM 1A.
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ITEM 2.
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ITEM 6.
|
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||
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Three Months Ended
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||||||
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March 31, 2017
|
|
March 31, 2016
|
||||
|
|
|
|
||||
Revenues
|
$
|
919,762
|
|
|
$
|
626,259
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
455,936
|
|
|
248,187
|
|
||
Selling, general and administrative
|
358,856
|
|
|
283,499
|
|
||
|
814,792
|
|
|
531,686
|
|
||
Operating income
|
104,970
|
|
|
94,573
|
|
||
|
|
|
|
||||
Interest and other income
|
1,607
|
|
|
1,282
|
|
||
Interest and other expense
|
(41,297
|
)
|
|
(13,075
|
)
|
||
|
(39,690
|
)
|
|
(11,793
|
)
|
||
Income before income taxes
|
65,280
|
|
|
82,780
|
|
||
Provision for income taxes
|
(12,321
|
)
|
|
(19,333
|
)
|
||
Net income
|
52,959
|
|
|
63,447
|
|
||
Less: Net income attributable to noncontrolling interests, net of income tax
|
(4,146
|
)
|
|
(3,536
|
)
|
||
Net income attributable to Global Payments
|
$
|
48,813
|
|
|
$
|
59,911
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.32
|
|
|
$
|
0.46
|
|
Diluted earnings per share
|
$
|
0.32
|
|
|
$
|
0.46
|
|
|
|
|
|
||||
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Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
|
|
|
||||
Net income
|
$
|
52,959
|
|
|
$
|
63,447
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
34,336
|
|
|
44,220
|
|
||
Income tax provision related to foreign currency translation adjustments
|
—
|
|
|
(3,250
|
)
|
||
Unrealized gains (losses) on hedging activities
|
827
|
|
|
(10,818
|
)
|
||
Reclassification of unrealized losses on hedging activities to net income
|
1,596
|
|
|
1,955
|
|
||
Income tax (provision) benefit related to hedging activities
|
(910
|
)
|
|
3,306
|
|
||
Other
|
(217
|
)
|
|
—
|
|
||
Other comprehensive income, net of tax
|
35,632
|
|
|
35,413
|
|
||
|
|
|
|
||||
Comprehensive income
|
88,591
|
|
|
98,860
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
(4,867
|
)
|
|
(10,463
|
)
|
||
Comprehensive income attributable to Global Payments
|
$
|
83,724
|
|
|
$
|
88,397
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
1,261,845
|
|
|
$
|
1,162,779
|
|
Accounts receivable, net of allowances for doubtful accounts of $1,280 and $1,092 respectively
|
264,042
|
|
|
275,032
|
|
||
Claims receivable, net of allowances for doubtful accounts of $5,740 and $5,786, respectively
|
7,961
|
|
|
8,202
|
|
||
Settlement processing assets
|
751,509
|
|
|
1,546,854
|
|
||
Prepaid expenses and other current assets
|
113,823
|
|
|
123,139
|
|
||
Total current assets
|
2,399,180
|
|
|
3,116,006
|
|
||
Goodwill
|
4,859,387
|
|
|
4,807,594
|
|
||
Other intangible assets, net
|
1,997,420
|
|
|
2,085,292
|
|
||
Property and equipment, net
|
551,951
|
|
|
526,370
|
|
||
Deferred income taxes
|
15,838
|
|
|
15,789
|
|
||
Other
|
135,940
|
|
|
113,299
|
|
||
Total assets
|
$
|
9,959,716
|
|
|
$
|
10,664,350
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Settlement lines of credit
|
$
|
276,403
|
|
|
$
|
392,072
|
|
Current portion of long-term debt
|
179,004
|
|
|
177,785
|
|
||
Accounts payable and accrued liabilities
|
824,319
|
|
|
804,887
|
|
||
Settlement processing obligations
|
813,136
|
|
|
1,477,212
|
|
||
Total current liabilities
|
2,092,862
|
|
|
2,851,956
|
|
||
Long-term debt
|
4,221,258
|
|
|
4,260,827
|
|
||
Deferred income taxes
|
636,908
|
|
|
676,472
|
|
||
Other noncurrent liabilities
|
132,397
|
|
|
95,753
|
|
||
Total liabilities
|
7,083,425
|
|
|
7,885,008
|
|
||
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; 152,502,543 issued and outstanding at March 31, 2017 and 152,185,616 issued and outstanding at December 31, 2016
|
—
|
|
|
—
|
|
||
Paid-in capital
|
1,826,166
|
|
|
1,816,278
|
|
||
Retained earnings
|
1,192,519
|
|
|
1,137,230
|
|
||
Accumulated other comprehensive loss
|
(287,806
|
)
|
|
(322,717
|
)
|
||
Total Global Payments shareholders’ equity
|
2,730,879
|
|
|
2,630,791
|
|
||
Noncontrolling interests
|
145,412
|
|
|
148,551
|
|
||
Total equity
|
2,876,291
|
|
|
2,779,342
|
|
||
Total liabilities and equity
|
$
|
9,959,716
|
|
|
$
|
10,664,350
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
52,959
|
|
|
$
|
63,447
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
24,984
|
|
|
18,767
|
|
||
Amortization of acquired intangibles
|
84,049
|
|
|
20,545
|
|
||
Share-based compensation expense
|
8,816
|
|
|
7,047
|
|
||
Provision for operating losses and bad debts
|
13,482
|
|
|
6,553
|
|
||
Amortization of capitalized customer acquisition costs
|
8,948
|
|
|
—
|
|
||
Deferred income taxes
|
(19,391
|
)
|
|
(2,328
|
)
|
||
Other, net
|
4,692
|
|
|
2,598
|
|
||
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
11,929
|
|
|
52,461
|
|
||
Claims receivable
|
(6,557
|
)
|
|
(4,970
|
)
|
||
Settlement processing assets and obligations, net
|
122,948
|
|
|
66,233
|
|
||
Prepaid expenses and other assets
|
4,644
|
|
|
(12,587
|
)
|
||
Capitalized customer acquisition costs
|
(4,559
|
)
|
|
—
|
|
||
Accounts payable and other liabilities
|
(12,979
|
)
|
|
(9,553
|
)
|
||
Net cash provided by operating activities
|
293,965
|
|
|
208,213
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(46,219
|
)
|
|
(24,367
|
)
|
||
Other, net
|
(422
|
)
|
|
(74
|
)
|
||
Net cash used in investing activities
|
(46,641
|
)
|
|
(24,441
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net payments on settlement lines of credit
|
(117,789
|
)
|
|
(135,071
|
)
|
||
Proceeds from long-term debt
|
149,000
|
|
|
142,000
|
|
||
Repayments of long-term debt
|
(189,732
|
)
|
|
(157,000
|
)
|
||
Payment of debt issuance costs
|
(896
|
)
|
|
(2,099
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(2,901
|
)
|
||
Proceeds from stock issued under share-based compensation plans
|
1,149
|
|
|
179
|
|
||
Common stock repurchased - share-based compensation plans
|
(167
|
)
|
|
(527
|
)
|
||
Distributions to noncontrolling interests
|
(8
|
)
|
|
(4,740
|
)
|
||
Dividends paid
|
(1,522
|
)
|
|
(1,293
|
)
|
||
Net cash used in financing activities
|
(159,965
|
)
|
|
(161,452
|
)
|
||
Effect of exchange rate changes on cash
|
11,707
|
|
|
17,849
|
|
||
Increase in cash and cash equivalents
|
99,066
|
|
|
40,169
|
|
||
Cash and cash equivalents, beginning of the period
|
1,162,779
|
|
|
587,751
|
|
||
Cash and cash equivalents, end of the period
|
$
|
1,261,845
|
|
|
$
|
627,920
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at December 31, 2016
|
152,186
|
|
|
$
|
1,816,278
|
|
|
$
|
1,137,230
|
|
|
$
|
(322,717
|
)
|
|
$
|
2,630,791
|
|
|
$
|
148,551
|
|
|
$
|
2,779,342
|
|
Net income
|
|
|
|
|
48,813
|
|
|
|
|
48,813
|
|
|
4,146
|
|
|
52,959
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
34,911
|
|
|
34,911
|
|
|
721
|
|
|
35,632
|
|
|||||||||
Stock issued under share-based compensation plans
|
318
|
|
|
1,149
|
|
|
|
|
|
|
1,149
|
|
|
|
|
1,149
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(1
|
)
|
|
(77
|
)
|
|
|
|
|
|
|
(77
|
)
|
|
|
|
(77
|
)
|
||||||||
Share-based compensation expense
|
|
|
8,816
|
|
|
|
|
|
|
8,816
|
|
|
|
|
8,816
|
|
||||||||||
Dissolution of a subsidiary
|
|
|
|
|
7,998
|
|
|
|
|
7,998
|
|
|
(7,998
|
)
|
|
—
|
|
|||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||||||
Dividends paid ($0.01 per share)
|
|
|
|
|
(1,522
|
)
|
|
|
|
(1,522
|
)
|
|
|
|
(1,522
|
)
|
||||||||||
Balance at March 31, 2017
|
152,503
|
|
|
$
|
1,826,166
|
|
|
$
|
1,192,519
|
|
|
$
|
(287,806
|
)
|
|
$
|
2,730,879
|
|
|
$
|
145,412
|
|
|
$
|
2,876,291
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at December 31, 2015
|
129,274
|
|
|
$
|
133,345
|
|
|
$
|
943,879
|
|
|
$
|
(247,190
|
)
|
|
$
|
830,034
|
|
|
$
|
112,176
|
|
|
$
|
942,210
|
|
Net income
|
|
|
|
|
59,911
|
|
|
|
|
59,911
|
|
|
3,536
|
|
|
63,447
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
28,486
|
|
|
28,486
|
|
|
6,927
|
|
|
35,413
|
|
|||||||||
Stock issued under employee stock plans
|
22
|
|
|
179
|
|
|
|
|
|
|
|
179
|
|
|
|
|
179
|
|
||||||||
Common stock repurchased - share-based compensation plans
|
(1
|
)
|
|
(84
|
)
|
|
|
|
|
|
|
(84
|
)
|
|
|
|
|
(84
|
)
|
|||||||
Tax benefit from employee share-based compensation plans
|
|
|
135
|
|
|
|
|
|
|
135
|
|
|
|
|
135
|
|
||||||||||
Share-based compensation expense
|
|
|
7,047
|
|
|
|
|
|
|
7,047
|
|
|
|
|
7,047
|
|
||||||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
(820
|
)
|
|
|
|
|
|
(820
|
)
|
|
(3,925
|
)
|
|
(4,745
|
)
|
|||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
|
(4,740
|
)
|
|
(4,740
|
)
|
||||||||||
Repurchase of common stock
|
(49
|
)
|
|
(1,307
|
)
|
|
(1,594
|
)
|
|
|
|
(2,901
|
)
|
|
|
|
(2,901
|
)
|
||||||||
Dividends paid ($0.01 per share)
|
|
|
|
|
(1,293
|
)
|
|
|
|
(1,293
|
)
|
|
|
|
(1,293
|
)
|
||||||||||
Balance at March 31, 2016
|
129,246
|
|
|
$
|
138,495
|
|
|
$
|
1,000,903
|
|
|
$
|
(218,704
|
)
|
|
$
|
920,694
|
|
|
$
|
113,974
|
|
|
$
|
1,034,668
|
|
|
December 31, 2016
|
|
Measurement-Period Adjustments
|
|
March 31, 2017
|
||||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
304,747
|
|
|
$
|
—
|
|
|
$
|
304,747
|
|
Accounts receivable
|
70,385
|
|
|
—
|
|
|
70,385
|
|
|||
Prepaid expenses and other assets
|
103,090
|
|
|
(5,131
|
)
|
|
97,959
|
|
|||
Identified intangible assets
|
1,639,040
|
|
|
—
|
|
|
1,639,040
|
|
|||
Property and equipment
|
106,583
|
|
|
—
|
|
|
106,583
|
|
|||
Debt
|
(437,933
|
)
|
|
—
|
|
|
(437,933
|
)
|
|||
Accounts payable and accrued liabilities
|
(457,763
|
)
|
|
(65
|
)
|
|
(457,828
|
)
|
|||
Settlement processing obligations
|
(36,578
|
)
|
|
(3,727
|
)
|
|
(40,305
|
)
|
|||
Deferred income taxes
|
(518,794
|
)
|
|
18,907
|
|
|
(499,887
|
)
|
|||
Other liabilities
|
(64,938
|
)
|
|
(33,495
|
)
|
|
(98,433
|
)
|
|||
Total identifiable net assets
|
707,839
|
|
|
(23,511
|
)
|
|
684,328
|
|
|||
Goodwill
|
3,214,981
|
|
|
23,511
|
|
|
3,238,492
|
|
|||
Total purchase consideration
|
$
|
3,922,820
|
|
|
$
|
—
|
|
|
$
|
3,922,820
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Settlement processing assets:
|
|
|
|
||||
Interchange reimbursement
|
$
|
143,782
|
|
|
$
|
150,612
|
|
(Liability to) receivable from members
|
(14,266
|
)
|
|
71,590
|
|
||
Receivable from networks
|
623,691
|
|
|
1,325,029
|
|
||
Exception items
|
5,885
|
|
|
6,450
|
|
||
Merchant reserves
|
(7,583
|
)
|
|
(6,827
|
)
|
||
|
$
|
751,509
|
|
|
$
|
1,546,854
|
|
|
|
|
|
||||
Settlement processing obligations:
|
|
|
|
||||
Interchange reimbursement
|
$
|
198,220
|
|
|
$
|
199,202
|
|
Liability to members
|
(154,331
|
)
|
|
(177,979
|
)
|
||
Liability to merchants
|
(708,914
|
)
|
|
(1,358,271
|
)
|
||
Exception items
|
8,643
|
|
|
21,194
|
|
||
Merchant reserves
|
(152,510
|
)
|
|
(158,419
|
)
|
||
Reserve for operating losses and sales allowances
|
(4,244
|
)
|
|
(2,939
|
)
|
||
|
$
|
(813,136
|
)
|
|
$
|
(1,477,212
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Goodwill
|
$
|
4,859,387
|
|
|
$
|
4,807,594
|
|
Other intangible assets:
|
|
|
|
||||
Customer-related intangible assets
|
$
|
1,854,876
|
|
|
$
|
1,864,731
|
|
Acquired technologies
|
556,400
|
|
|
547,151
|
|
||
Trademarks and trade names
|
189,212
|
|
|
188,311
|
|
||
Contract-based intangible assets
|
158,403
|
|
|
157,882
|
|
||
|
2,758,891
|
|
|
2,758,075
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Customer-related intangible assets
|
531,614
|
|
|
487,729
|
|
||
Acquired technologies
|
118,554
|
|
|
89,633
|
|
||
Trademarks and trade names
|
31,011
|
|
|
24,142
|
|
||
Contract-based intangible assets
|
80,292
|
|
|
71,279
|
|
||
|
761,471
|
|
|
672,783
|
|
||
|
$
|
1,997,420
|
|
|
$
|
2,085,292
|
|
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
4,083,252
|
|
|
$
|
455,300
|
|
|
$
|
269,042
|
|
|
$
|
4,807,594
|
|
Effect of foreign currency translation
|
676
|
|
|
8,279
|
|
|
12,297
|
|
|
21,252
|
|
||||
Measurement-period adjustments
|
23,511
|
|
|
—
|
|
|
7,030
|
|
|
30,541
|
|
||||
Balance at March 31, 2017
|
$
|
4,107,439
|
|
|
$
|
463,579
|
|
|
$
|
288,369
|
|
|
$
|
4,859,387
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Corporate credit facility:
|
|
|
|
||||
Term loans (face amounts of $3,683,132 and $3,728,857 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $43,900 and $46,282 at March 31, 2017 and December 31, 2016, respectively)
|
$
|
3,639,232
|
|
|
$
|
3,682,575
|
|
Revolving credit facility
|
761,000
|
|
|
756,000
|
|
||
Capital lease obligations
|
30
|
|
|
37
|
|
||
Total long-term debt
|
4,400,262
|
|
|
4,438,612
|
|
||
Less current portion of corporate credit facility (face amounts of $188,368 and $187,274 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $9,394 and $9,526 at March 31, 2017 and December 31, 2016, respectively) and current portion of capital lease obligations of $30 and $37 at March 31, 2017 and December 31, 2016, respectively
|
179,004
|
|
|
177,785
|
|
||
Long-term debt, excluding current portion
|
$
|
4,221,258
|
|
|
$
|
4,260,827
|
|
Derivative Financial Instruments
|
|
Balance Sheet Location
|
|
Weighted-Average Fixed Rate of Interest at March 31, 2017
|
|
Range of Maturity Dates
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Interest rate swaps (Notional of $500 million at March 31, 2017, $250 million at December 31, 2016)
|
|
Other assets
|
|
1.46%
|
|
December 31, 2019 - July 31, 2020
|
|
$
|
3,305
|
|
|
$
|
2,147
|
|
Interest rate swaps (Notional of $800 million at March 31, 2017, $750 million at December 31, 2016)
|
|
Accounts payable and accrued liabilities
|
|
1.67%
|
|
February 28, 2019 - March 31, 2021
|
|
$
|
1,906
|
|
|
$
|
3,175
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Amount of gain (loss) recognized in other comprehensive income
|
$
|
827
|
|
|
$
|
(10,818
|
)
|
Amount reclassified out of other comprehensive income to interest expense
|
$
|
1,596
|
|
|
$
|
1,955
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Share-based compensation expense
|
$
|
8,816
|
|
|
$
|
7,047
|
|
Income tax benefit
|
$
|
3,065
|
|
|
$
|
2,344
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
|
|
|
|
|||
Unvested at December 31, 2016
|
1,263
|
|
|
|
$49.55
|
|
Granted
|
441
|
|
|
79.47
|
|
|
Vested
|
(3
|
)
|
|
42.90
|
|
|
Forfeited
|
(24
|
)
|
|
56.74
|
|
|
Unvested at March 31, 2017
|
1,677
|
|
|
|
$57.30
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
||
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
||
Outstanding at December 31, 2016
|
759
|
|
|
$37.51
|
|
6.0
|
|
$24.5
|
|
Granted
|
124
|
|
|
79.45
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
Exercised
|
(52
|
)
|
|
23.68
|
|
|
|
|
|
Outstanding at March 31, 2017
|
831
|
|
|
$44.65
|
|
6.6
|
|
$29.9
|
|
|
|
|
|
|
|
|
|
||
Options vested and exercisable at March 31, 2017
|
449
|
|
|
$29.49
|
|
4.7
|
|
$23.0
|
|
Three Months Ended
|
||||
|
March 31, 2017
|
|
March 31, 2016
|
||
|
|
|
|
||
|
(in thousands)
|
||||
|
|
|
|
||
Basic weighted-average number of shares outstanding
|
152,304
|
|
|
129,268
|
|
Plus: Dilutive effect of stock options and other share-based awards
|
951
|
|
|
869
|
|
Diluted weighted-average number of shares outstanding
|
153,255
|
|
|
130,137
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains (Losses) on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
(318,450
|
)
|
|
$
|
(640
|
)
|
|
$
|
(3,627
|
)
|
|
$
|
(322,717
|
)
|
Other comprehensive income (loss), net of tax
|
33,615
|
|
|
1,513
|
|
|
(217
|
)
|
|
34,911
|
|
||||
Balance at March 31, 2017
|
$
|
(284,835
|
)
|
|
$
|
873
|
|
|
$
|
(3,844
|
)
|
|
$
|
(287,806
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
$
|
(239,650
|
)
|
|
$
|
(3,732
|
)
|
|
$
|
(3,808
|
)
|
|
$
|
(247,190
|
)
|
Other comprehensive income (loss), net of tax
|
34,043
|
|
|
(5,557
|
)
|
|
—
|
|
|
28,486
|
|
||||
Balance at March 31, 2016
|
$
|
(205,607
|
)
|
|
$
|
(9,289
|
)
|
|
$
|
(3,808
|
)
|
|
$
|
(218,704
|
)
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Revenues
(1)
:
|
|
|
|
||||
North America
|
$
|
687,044
|
|
|
$
|
427,860
|
|
Europe
|
165,549
|
|
|
144,119
|
|
||
Asia-Pacific
|
67,169
|
|
|
54,280
|
|
||
Consolidated revenues
|
$
|
919,762
|
|
|
$
|
626,259
|
|
|
|
|
|
||||
Operating income (loss)
(1)
:
|
|
|
|
||||
North America
|
$
|
94,083
|
|
|
$
|
65,190
|
|
Europe
|
54,507
|
|
|
55,778
|
|
||
Asia-Pacific
|
19,754
|
|
|
14,559
|
|
||
Corporate
(2)
|
(63,374
|
)
|
|
(40,954
|
)
|
||
Consolidated operating income
|
$
|
104,970
|
|
|
$
|
94,573
|
|
|
|
|
|
||||
Depreciation and amortization
(1)
:
|
|
|
|
||||
North America
|
$
|
92,708
|
|
|
$
|
24,927
|
|
Europe
|
11,576
|
|
|
9,621
|
|
||
Asia-Pacific
|
3,275
|
|
|
3,666
|
|
||
Corporate
|
1,474
|
|
|
1,098
|
|
||
Consolidated depreciation and amortization
|
$
|
109,033
|
|
|
$
|
39,312
|
|
•
|
Consolidated revenues increased by
46.9%
to
$919.8 million
in the
three
months ended
March 31, 2017
, compared to
$626.3 million
for the prior-year period, primarily due to the inclusion of Heartland, partially offset by the unfavorable effect of currency fluctuations in foreign markets of
$8.2 million
.
|
•
|
Consolidated operating income was
$105.0 million
for the
three
months ended
March 31, 2017
compared to
$94.6 million
, for the prior-year period. Our operating margin for the
three
months ended
March 31, 2017
was
11.4%
, compared to
15.1%
, for the prior-year period. The contribution of the revenue growth in local currency was partially offset by an increase in depreciation and amortization expense of
$69.7 million
and Heartland integration expenses of
$26.1 million
for the
three
months ended
March 31, 2017
.
|
•
|
Net income attributable to Global Payments was
$48.8 million
for the
three
months ended
March 31, 2017
compared to
$59.9 million
for the prior-year period. Diluted earnings per share was
$0.32
for the
three
months ended
March 31, 2017
compared to
$0.46
in the prior-year period.
|
|
Three Months Ended March 31, 2017
|
|
% of Revenue
(1)
|
|
Three Months Ended March 31, 2016
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
687,044
|
|
|
74.7
|
%
|
|
$
|
427,860
|
|
|
68.3
|
%
|
|
$
|
259,184
|
|
|
60.6
|
%
|
Europe
|
165,549
|
|
|
18.0
|
%
|
|
144,119
|
|
|
23.0
|
%
|
|
21,430
|
|
|
14.9
|
%
|
|||
Asia-Pacific
|
67,169
|
|
|
7.3
|
%
|
|
54,280
|
|
|
8.7
|
%
|
|
12,889
|
|
|
23.7
|
%
|
|||
Total revenues
|
$
|
919,762
|
|
|
100.0
|
%
|
|
$
|
626,259
|
|
|
100.0
|
%
|
|
$
|
293,503
|
|
|
46.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
455,936
|
|
|
49.6
|
%
|
|
$
|
248,187
|
|
|
39.6
|
%
|
|
$
|
207,749
|
|
|
83.7
|
%
|
Selling, general and administrative
|
358,856
|
|
|
39.0
|
%
|
|
283,499
|
|
|
45.3
|
%
|
|
75,357
|
|
|
26.6
|
%
|
|||
Operating expenses
|
$
|
814,792
|
|
|
88.6
|
%
|
|
$
|
531,686
|
|
|
84.9
|
%
|
|
$
|
283,106
|
|
|
53.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
94,083
|
|
|
|
|
|
$
|
65,190
|
|
|
|
|
$
|
28,893
|
|
|
44.3
|
%
|
|
Europe
|
54,507
|
|
|
|
|
55,778
|
|
|
|
|
(1,271
|
)
|
|
(2.3
|
)%
|
|||||
Asia-Pacific
|
19,754
|
|
|
|
|
14,559
|
|
|
|
|
5,195
|
|
|
35.7
|
%
|
|||||
Corporate
(3)
|
(63,374
|
)
|
|
|
|
(40,954
|
)
|
|
|
|
(22,420
|
)
|
|
54.7
|
%
|
|||||
Operating income
|
$
|
104,970
|
|
|
11.4
|
%
|
|
$
|
94,573
|
|
|
15.1
|
%
|
|
$
|
10,397
|
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
13.7
|
%
|
|
|
|
15.2
|
%
|
|
|
|
(1.5
|
)%
|
|
|
||||||
Europe
|
32.9
|
%
|
|
|
|
38.7
|
%
|
|
|
|
(5.8
|
)%
|
|
|
||||||
Asia-Pacific
|
29.4
|
%
|
|
|
|
26.8
|
%
|
|
|
|
2.6
|
%
|
|
|
Period
|
Total Number of
Shares Purchased (1) |
|
Approximate Average Price Paid per Share
(2)
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3) |
||||||
|
|
|
|
|
|
|
(in millions)
|
||||||
January 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
||
February 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
||
March 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
||
Total
|
—
|
|
|
|
|
—
|
|
|
$
|
299.7
|
|
(1)
|
Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions.
|
(2)
|
We did not repurchase any shares of our common stock under our share repurchase program during the three months ended
March 31, 2017
.
|
(3)
|
The approximate dollar value of shares that may yet be purchased under our share repurchase program, as of
March 31, 2017
, was comprised of
$299.7 million
remaining available under the board’s authorization announced on January 5, 2017. The authorizations by the board of directors do not expire, but could be revoked at any time. In addition, we are not required by any of the board’s authorizations or otherwise to complete any repurchases by any specific time or at all.
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
101*
|
|
The following financial information from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; and (vi) the Notes to Unaudited Consolidated Financial Statements.
|
*
|
|
Filed herewith.
|
++
|
|
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Global Payments Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
|
|
|
Global Payments Inc.
|
|
|
(Registrant)
|
|
|
|
Date: May 4, 2017
|
|
/s/ Cameron M. Bready
|
|
|
Cameron M. Bready
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Global Payments Inc.
By: ____________________________________________
Its: Authorized Officer
|
Grant Date: 3/1/2017
Grant Number:
Accepted by Grantee: __________________________
|
(a)
|
As to the percentages of the Shares specified on the cover page hereof, on the respective dates specified on the cover page hereof; provided Grantee is then still employed by the Company or an Affiliate; or
|
(b)
|
Termination of Grantee’s employment by reason of death or Disability or, subject to the consent of the Committee, Grantee’s Retirement.
|
GLOBAL PAYMENTS INC.
|
|
Grant Date: 3/1/2017
|
|
|
Grant Number:
|
|
|
|
By:_______________________________
|
|
Accepted by Grantee: _________________________
|
ts: Authorized Officer
|
|
|
A.
|
If CY 2017 Adjusted Operating Income is zero or below, the Performance Multiplier will be 0% and all of the Performance Units will be forfeited to the Company without further consideration or any act or action by Grantee.
|
B.
|
If CY 2017 Adjusted Operating Income is above zero, the Performance Multiplier will be 200%, subject to the Committee’s discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercising such discretion, the Committee shall consider and be guided by the Company’s year over year Annual Adjusted EPS Growth (as defined herein) based upon the following Performance Matrices with respect to Annual Adjusted EPS Growth for each of CY 2017, 2018 and 2019.
|
Degree of Performance Attainment
|
Annual
Adjusted EPS Growth
|
Annual Multiple
(1)
|
Maximum
|
16%
|
200%
|
Target
|
13%
|
100%
|
Threshold
|
8%
|
50%
|
Less than Threshold
|
Below 8%
|
0%
|
(1)
|
Payouts between performance levels will be determined based on straight line interpolation.
|
Degree of Performance Attainment
|
Annual
Adjusted EPS Growth
|
Annual Multiple
(1)
|
Maximum
|
16%
|
200%
|
Target
|
13%
|
100%
|
Threshold
|
8%
|
50%
|
Less than Threshold
|
Below 8%
|
0%
|
(1)
|
Payouts between performance levels will be determined based on straight line interpolation.
|
Degree of Performance Attainment
|
Annual
Adjusted EPS Growth
|
Annual Multiple
(1)
|
Maximum
|
16%
|
200%
|
Target
|
13%
|
100%
|
Threshold
|
8%
|
50%
|
Less than Threshold
|
Below 8%
|
0%
|
(1)
|
Payouts between performance levels will be determined based on straight line interpolation.
|
C.
|
The resulting Annual Multiples for each of CY 2017, 2018 and 2019 are averaged together to determine the Performance Multiplier. For example:
|
•
|
If actual CY 2017 Annual Adjusted EPS Growth results in an Annual Multiple of 50%, actual CY 2018 Annual Adjusted EPS Growth results in an Annual Multiple of 100%, and actual CY 2019 Annual Adjusted EPS Growth results in an Annual Multiple of 100%, then the Performance Multiplier shall be 83%.
|
•
|
For the avoidance of doubt, no Performance Units shall be earned prior to the Conversion Date.
|
D.
|
For purposes of this Certificate, the following terms shall have the following meanings:
|
(1)
|
“
CY 2017
” or “
2017 calendar year
” means the twelve month period commencing on January 1, 2017 and ending December 31, 2017.
|
(2)
|
“
CY 2018
” or “
2018 calendar year
” means the twelve month period commencing on January 1, 2018 and ending December 31, 2018.
|
(3)
|
“
CY 2019
” or “
2019 calendar year
” means the twelve month period commencing on January 1, 2019 and ending December 31, 2019.
|
(4)
|
“
Annual Adjusted EPS
” means “diluted earnings per share” as described and quantified in the Company’s calendar 2017, 2018, and 2019 year-end earnings press releases, respectively, except that for purposes of this Certificate, Annual Adjusted EPS shall exclude the after-tax impact of expenses associated with share-based compensation and foreign currency exchange as calculated based on foreign currency exchange rates established at the Grant Date of this Award.
|
(5)
|
“
Annual Adjusted EPS Growth
” means the percentage increase in Annual Adjusted EPS for each calendar year in the Performance Period. For purposes of the 2017 calendar year, the beginning point for measurement of Annual Adjusted EPS growth shall be actual Annual Adjusted EPS for the twelve month period commencing on January 1, 2016 and ending December 31, 2016. For purposes of the 2018 and 2019 calendar years, the beginning point for measurement of Annual Adjusted EPS growth shall be actual Annual Adjusted EPS for the 2017 and 2018 calendar years, respectively, as measured in accordance with this Certificate.
|
(6)
|
“
CY 2017 Adjusted Operating Income
” means “operating income” as shown in the Company’s Consolidated Statements of Income for the calendar year ended December 31, 2017, as filed with the Securities and Exchange Commission on the Company’s Form 10-K for CY 2017, except that for the purpose of this Certificate, CY 2017 Adjusted Operating Income will be rounded up or down to the nearest whole million dollar level and shall exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges that are specifically excluded from the calculation of the Company’s adjusted operating income for such year, as described and quantified in the Company’s CY 2017 year-end earnings press release.
|
Re:
|
Third Amendment to Second Amended and Restated Credit Agreement, dated as of July 31, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “
Credit Agreement
”) among Global Payments Inc., a Georgia corporation (the “
Company
”), the other borrowers party thereto (together with the Company, the “
Borrowers
” and each a “
Borrower
”), the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent
|
|
|
|
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
/S/ Angela Larkin
Name:
Angela Larkin
Title:
Assistant Vice President
|
BORROWERS:
|
|
|
GLOBAL PAYMENTS INC.,
a Georgia corporation
By:
/S/ David L. Green
Name: David L. Green
Title: EVP, General Counsel & Secretary
|
|
GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation
By:
/S/ David L. Green
Name: David L. Green
Title: Secretary
|
|
GLOBAL PAYMENTS UK LTD.,
an English company governed by the Laws of England and Wales
By:
/S/ David L. Green
Name: David L. Green
Title: Director
|
|
GLOBAL PAYMENTS ACQUISITION
CORPORATION 2,
a Luxembourg
société à responsabilité limitée
, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.629
By:
/S/ David L. Green
Name:
David L. Green
Title:
Type A Manager
|
|
GLOBAL PAYMENTS ACQUISITION PS 1 - GLOBAL PAYMENTS DIRECT,
a Luxembourg
société en nom collectif
, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.804
By:
Global Payments Direct, Inc., its Manager
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
GLOBAL PAYMENTS ACQUISITION PS 2 C.V.,
a Netherlands limited partnership
By:
Global Payments Direct., Inc., acting in its capacity as general partner of Global Payments Acquisition PS 1 C.V., in its turn representing Global Payments Acquisition PS 1 - Global Payments Direct S.e.n.c., in its turn acting in its capacity as general partner on behalf and for the benefit of Global Payments Acquisition PS 2 C.V.
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorised Signatory
|
GUARANTORS:
|
|
|
GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
GLOBAL PAYMENT HOLDING COMPANY,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
Global Payments CHECK SERVICES, Inc.,
an Illinois corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorized Signatory
|
|
Global Payments GAMING SERVICES, Inc.,
an Illinois corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorized Signatory
|
|
GLOBAL PAYMENTS CHECK RECOVERY SERVICES, INC.,
a Georgia corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorized Signatory
|
|
GLOBAL PAYMENTS GAMING INTERNATIONAL, INC.,
a Georgia corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorized Signatory
|
|
DEBITEK, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
DIGITAL DINING, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
DINERWARE, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
GP FINANCE, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
GREATER GIVING, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
HEARTLAND ACQUISITION, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
HEARTLAND COMMERCE, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
HEARTLAND PAYMENT SOLUTIONS, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
HEARTLAND PAYMENT SYSTEMS, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
HEARTLAND PAYROLL SOLUTIONS, INC.,
a Delaware corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
OPENEDGE PAYMENTS LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
PAYPROS LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
PAYROLL 1, INC.,
a Michigan corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
PCAMERICA, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
TOUCHNET INFORMATION SYSTEMS, INC.,
a Kansas corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
XPIENT, LLC,
a Delaware limited liability company
By:
/S/ David L. Green
Name:
David L. Green
Title:
Secretary
|
|
EDUCATIONAL COMPUTER SYSTEMS, INC.,
a Pennsylvania corporation
By:
/S/ David L. Green
Name:
David L. Green
Title:
Authorized Signatory
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By: /s/ Jeffrey S. Sloan
|
Date: May 4, 2017
|
|
|
Jeffrey S. Sloan
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By: /s/ Cameron M. Bready
|
Date: May 4, 2017
|
|
|
Cameron M. Bready
|
|
Chief Financial Officer
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jeffrey S. Sloan
|
|
|
/s/ Cameron M. Bready
|
|
|
Jeffrey S. Sloan
Chief Executive Officer
Global Payments Inc.
|
|
|
Cameron M. Bready
Chief Financial Officer
Global Payments Inc.
|
|
|
May 4, 2017
|
|
|
May 4, 2017
|
|