☒
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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
|
|
58-2567903
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
3550 Lenox Road, Atlanta, Georgia
|
|
30326
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer ☒
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|
Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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|
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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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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II - OTHER INFORMATION
|
|||
ITEM 1.
|
|
||
ITEM 1A.
|
|
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ITEM 2.
|
|
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ITEM 6.
|
|
||
|
|
|
Three Months Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Revenues
|
$
|
857,670
|
|
|
$
|
1,038,907
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
265,013
|
|
|
493,883
|
|
||
Selling, general and administrative
|
369,495
|
|
|
372,553
|
|
||
|
634,508
|
|
|
866,436
|
|
||
Operating income
|
223,162
|
|
|
172,471
|
|
||
|
|
|
|
||||
Interest and other income
|
3,134
|
|
|
2,347
|
|
||
Interest and other expense
|
(46,356
|
)
|
|
(40,764
|
)
|
||
|
(43,222
|
)
|
|
(38,417
|
)
|
||
Income before income taxes
|
179,940
|
|
|
134,054
|
|
||
Benefit from (provision for) income taxes
|
6,089
|
|
|
(15,692
|
)
|
||
Net income
|
186,029
|
|
|
118,362
|
|
||
Net income attributable to noncontrolling interests, net of income tax
|
(9,659
|
)
|
|
(7,622
|
)
|
||
Net income attributable to Global Payments
|
$
|
176,370
|
|
|
$
|
110,740
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
1.12
|
|
|
$
|
0.72
|
|
Diluted earnings per share
|
$
|
1.11
|
|
|
$
|
0.71
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Revenues
|
$
|
2,485,811
|
|
|
$
|
2,920,910
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
781,943
|
|
|
1,418,969
|
|
||
Selling, general and administrative
|
1,133,799
|
|
|
1,092,648
|
|
||
|
1,915,742
|
|
|
2,511,617
|
|
||
Operating income
|
570,069
|
|
|
409,293
|
|
||
|
|
|
|
||||
Interest and other income
|
17,397
|
|
|
5,787
|
|
||
Interest and other expense
|
(139,681
|
)
|
|
(130,422
|
)
|
||
|
(122,284
|
)
|
|
(124,635
|
)
|
||
Income before income taxes
|
447,785
|
|
|
284,658
|
|
||
Provision for income taxes
|
(46,441
|
)
|
|
(40,893
|
)
|
||
Net income
|
401,344
|
|
|
243,765
|
|
||
Net income attributable to noncontrolling interests, net of income tax
|
(24,506
|
)
|
|
(17,302
|
)
|
||
Net income attributable to Global Payments
|
$
|
376,838
|
|
|
$
|
226,463
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
2.37
|
|
|
$
|
1.48
|
|
Diluted earnings per share
|
$
|
2.36
|
|
|
$
|
1.47
|
|
|
Three Months Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Net income
|
$
|
186,029
|
|
|
$
|
118,362
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(15,395
|
)
|
|
42,417
|
|
||
Income tax benefit related to foreign currency translation adjustments
|
140
|
|
|
—
|
|
||
Unrealized gains on hedging activities
|
1,845
|
|
|
341
|
|
||
Reclassification of unrealized (gains) losses on hedging activities to interest expense
|
(1,663
|
)
|
|
1,172
|
|
||
Income tax provision related to hedging activities
|
(110
|
)
|
|
(670
|
)
|
||
Other, net
|
(58
|
)
|
|
18
|
|
||
Other comprehensive income (loss), net of tax
|
(15,241
|
)
|
|
43,278
|
|
||
|
|
|
|
||||
Comprehensive income
|
170,788
|
|
|
161,640
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(21,333
|
)
|
|
(9,950
|
)
|
||
Comprehensive income attributable to Global Payments
|
$
|
149,455
|
|
|
$
|
151,690
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
Net income
|
$
|
401,344
|
|
|
$
|
243,765
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
(80,620
|
)
|
|
133,921
|
|
||
Income tax provision related to foreign currency translation adjustments
|
(224
|
)
|
|
—
|
|
||
Unrealized gains (losses) on hedging activities
|
12,353
|
|
|
(2,214
|
)
|
||
Reclassification of unrealized (gains) losses on hedging activities to interest expense
|
(2,830
|
)
|
|
4,667
|
|
||
Income tax provision related to hedging activities
|
(2,420
|
)
|
|
(919
|
)
|
||
Other, net
|
(59
|
)
|
|
(196
|
)
|
||
Other comprehensive income (loss), net of tax
|
(73,800
|
)
|
|
135,259
|
|
||
|
|
|
|
||||
Comprehensive income
|
327,544
|
|
|
379,024
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(36,264
|
)
|
|
(32,352
|
)
|
||
Comprehensive income attributable to Global Payments
|
$
|
291,280
|
|
|
$
|
346,672
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
990,604
|
|
|
$
|
1,335,855
|
|
Accounts receivable, net of allowances for doubtful accounts of $3,495 and $1,827, respectively
|
321,664
|
|
|
301,887
|
|
||
Settlement processing assets
|
2,894,226
|
|
|
2,459,292
|
|
||
Prepaid expenses and other current assets
|
207,496
|
|
|
206,545
|
|
||
Total current assets
|
4,413,990
|
|
|
4,303,579
|
|
||
Goodwill
|
6,130,921
|
|
|
5,703,992
|
|
||
Other intangible assets, net
|
2,278,968
|
|
|
2,181,707
|
|
||
Property and equipment, net
|
640,976
|
|
|
588,348
|
|
||
Deferred income taxes
|
9,237
|
|
|
13,146
|
|
||
Other noncurrent assets
|
365,144
|
|
|
207,297
|
|
||
Total assets
|
$
|
13,839,236
|
|
|
$
|
12,998,069
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Settlement lines of credit
|
$
|
685,878
|
|
|
$
|
635,166
|
|
Current portion of long-term debt
|
92,689
|
|
|
100,308
|
|
||
Accounts payable and accrued liabilities
|
1,065,435
|
|
|
1,039,607
|
|
||
Settlement processing obligations
|
2,423,069
|
|
|
2,040,509
|
|
||
Total current liabilities
|
4,267,071
|
|
|
3,815,590
|
|
||
Long-term debt
|
4,707,510
|
|
|
4,559,408
|
|
||
Deferred income taxes
|
516,357
|
|
|
436,879
|
|
||
Other noncurrent liabilities
|
172,730
|
|
|
220,961
|
|
||
Total liabilities
|
9,663,668
|
|
|
9,032,838
|
|
||
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; 158,186,371 issued and outstanding at September 30, 2018 and 159,180,317 issued and outstanding at December 31, 2017
|
—
|
|
|
—
|
|
||
Paid-in capital
|
2,250,828
|
|
|
2,379,774
|
|
||
Retained earnings
|
1,994,003
|
|
|
1,597,897
|
|
||
Accumulated other comprehensive loss
|
(270,545
|
)
|
|
(183,144
|
)
|
||
Total Global Payments shareholders’ equity
|
3,974,286
|
|
|
3,794,527
|
|
||
Noncontrolling interests
|
201,282
|
|
|
170,704
|
|
||
Total equity
|
4,175,568
|
|
|
3,965,231
|
|
||
Total liabilities and equity
|
$
|
13,839,236
|
|
|
$
|
12,998,069
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
401,344
|
|
|
$
|
243,765
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
105,734
|
|
|
80,868
|
|
||
Amortization of acquired intangibles
|
263,714
|
|
|
249,095
|
|
||
Share-based compensation expense
|
44,937
|
|
|
30,771
|
|
||
Provision for operating losses and bad debts
|
32,309
|
|
|
37,203
|
|
||
Amortization of capitalized contract costs
|
37,281
|
|
|
32,863
|
|
||
Deferred income taxes
|
(4,973
|
)
|
|
(51,093
|
)
|
||
Other, net
|
(17,185
|
)
|
|
34,190
|
|
||
Changes in operating assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(27,696
|
)
|
|
(6,070
|
)
|
||
Settlement processing assets and obligations, net
|
(58,693
|
)
|
|
(232,713
|
)
|
||
Prepaid expenses and other assets
|
(117,824
|
)
|
|
(78,302
|
)
|
||
Accounts payable and other liabilities
|
2,058
|
|
|
19,546
|
|
||
Net cash provided by operating activities
|
661,006
|
|
|
360,123
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Business and other acquisitions, net of cash acquired
|
(769,082
|
)
|
|
(563,009
|
)
|
||
Capital expenditures
|
(156,060
|
)
|
|
(136,612
|
)
|
||
Proceeds from sales of property and equipment
|
131
|
|
|
37,520
|
|
||
Other, net
|
(2,514
|
)
|
|
(48,056
|
)
|
||
Net cash used in investing activities
|
(927,525
|
)
|
|
(710,157
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings of settlement lines of credit
|
49,381
|
|
|
77,397
|
|
||
Proceeds from long-term debt
|
1,606,214
|
|
|
1,713,324
|
|
||
Repayments of long-term debt
|
(1,468,505
|
)
|
|
(1,386,721
|
)
|
||
Payment of debt issuance costs
|
(12,544
|
)
|
|
(9,520
|
)
|
||
Repurchase of common stock
|
(180,897
|
)
|
|
(32,811
|
)
|
||
Proceeds from stock issued under share-based compensation plans
|
12,571
|
|
|
7,068
|
|
||
Common stock repurchased - share-based compensation plans
|
(44,824
|
)
|
|
(21,171
|
)
|
||
Distributions to noncontrolling interests
|
(5,686
|
)
|
|
(9,301
|
)
|
||
Dividends paid
|
(4,750
|
)
|
|
(5,141
|
)
|
||
Net cash (used in) provided by financing activities
|
(49,040
|
)
|
|
333,124
|
|
||
Effect of exchange rate changes on cash
|
(29,692
|
)
|
|
40,181
|
|
||
(Decrease) increase in cash and cash equivalents
|
(345,251
|
)
|
|
23,271
|
|
||
Cash and cash equivalents, beginning of the period
|
1,335,855
|
|
|
1,162,779
|
|
||
Cash and cash equivalents, end of the period
|
$
|
990,604
|
|
|
$
|
1,186,050
|
|
|
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, 2017
|
159,180
|
|
|
$
|
2,379,774
|
|
|
$
|
1,597,897
|
|
|
$
|
(183,144
|
)
|
|
$
|
3,794,527
|
|
|
$
|
170,704
|
|
|
$
|
3,965,231
|
|
Net income
|
|
|
|
|
376,838
|
|
|
|
|
376,838
|
|
|
24,506
|
|
|
401,344
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
(85,558
|
)
|
|
(85,558
|
)
|
|
11,758
|
|
|
(73,800
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
895
|
|
|
12,571
|
|
|
|
|
|
|
12,571
|
|
|
|
|
12,571
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(277
|
)
|
|
(32,508
|
)
|
|
|
|
|
|
|
(32,508
|
)
|
|
|
|
(32,508
|
)
|
||||||||
Share-based compensation expense
|
|
|
44,937
|
|
|
|
|
|
|
44,937
|
|
|
|
|
44,937
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,686
|
)
|
|
(5,686
|
)
|
||||||||||
Cumulative effect of adoption of new accounting standard
|
|
|
|
|
50,969
|
|
|
(1,843
|
)
|
|
49,126
|
|
|
|
|
49,126
|
|
|||||||||
Repurchase of common stock
|
(1,612
|
)
|
|
(153,946
|
)
|
|
(26,951
|
)
|
|
|
|
(180,897
|
)
|
|
|
|
(180,897
|
)
|
||||||||
Dividends paid ($0.03 per share)
|
|
|
|
|
(4,750
|
)
|
|
|
|
(4,750
|
)
|
|
|
|
(4,750
|
)
|
||||||||||
Balance at September 30, 2018
|
158,186
|
|
|
$
|
2,250,828
|
|
|
$
|
1,994,003
|
|
|
$
|
(270,545
|
)
|
|
$
|
3,974,286
|
|
|
$
|
201,282
|
|
|
$
|
4,175,568
|
|
|
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
|
|
|
|
|
226,463
|
|
|
|
|
226,463
|
|
|
17,302
|
|
|
243,765
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
120,209
|
|
|
120,209
|
|
|
15,050
|
|
|
135,259
|
|
|||||||||
Stock issued under share-based compensation plans
|
851
|
|
|
7,068
|
|
|
|
|
|
|
|
7,068
|
|
|
|
|
7,068
|
|
||||||||
Common stock repurchased - share-based compensation plans
|
(256
|
)
|
|
(24,078
|
)
|
|
|
|
|
|
(24,078
|
)
|
|
|
|
(24,078
|
)
|
|||||||||
Share-based compensation expense
|
|
|
30,771
|
|
|
|
|
|
|
30,771
|
|
|
|
|
30,771
|
|
||||||||||
Issuance of common stock in connection with a business combination
|
6,358
|
|
|
572,079
|
|
|
|
|
|
|
572,079
|
|
|
|
|
572,079
|
|
|||||||||
Dissolution of a subsidiary
|
|
|
|
|
|
7,998
|
|
|
|
|
7,998
|
|
|
(7,998
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
—
|
|
|
(9,301
|
)
|
|
(9,301
|
)
|
||||||||||
Repurchase of common stock
|
(376
|
)
|
|
(25,787
|
)
|
|
(9,024
|
)
|
|
|
|
(34,811
|
)
|
|
|
|
(34,811
|
)
|
||||||||
Dividends paid ($0.03133 per share)
|
|
|
|
|
(5,141
|
)
|
|
|
|
(5,141
|
)
|
|
|
|
(5,141
|
)
|
||||||||||
Balance at September 30, 2017
|
158,763
|
|
|
$
|
2,376,331
|
|
|
$
|
1,357,526
|
|
|
$
|
(202,508
|
)
|
|
$
|
3,531,349
|
|
|
$
|
163,604
|
|
|
$
|
3,694,953
|
|
Cash consideration paid to ACTIVE Network stockholders
|
$
|
599,497
|
|
Fair value of Global Payments common stock issued to ACTIVE Network stockholders
|
572,079
|
|
|
|
$
|
1,171,576
|
|
|
December 31, 2017
|
|
Measurement-Period Adjustments
|
|
September 30, 2018
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
42,913
|
|
|
$
|
—
|
|
|
$
|
42,913
|
|
Property and equipment
|
21,985
|
|
|
(133
|
)
|
|
21,852
|
|
|||
Identified intangible assets
|
410,545
|
|
|
—
|
|
|
410,545
|
|
|||
Other assets
|
87,240
|
|
|
(97
|
)
|
|
87,143
|
|
|||
Deferred income taxes
|
(31,643
|
)
|
|
4,003
|
|
|
(27,640
|
)
|
|||
Other liabilities
|
(144,132
|
)
|
|
(3,349
|
)
|
|
(147,481
|
)
|
|||
Total identifiable net assets
|
386,908
|
|
|
424
|
|
|
387,332
|
|
|||
Goodwill
|
784,668
|
|
|
(424
|
)
|
|
784,244
|
|
|||
Total purchase consideration
|
$
|
1,171,576
|
|
|
$
|
—
|
|
|
$
|
1,171,576
|
|
|
Estimated Fair Values
|
|
Weighted-Average Estimated Amortization Periods
|
||
|
|
|
|
||
|
(in thousands)
|
|
(years)
|
||
|
|
|
|
||
Customer-related intangible assets
|
$
|
189,000
|
|
|
17
|
Acquired technology
|
153,300
|
|
|
9
|
|
Trademarks and trade names
|
59,400
|
|
|
15
|
|
Covenants-not-to-compete
|
8,845
|
|
|
3
|
|
Total estimated acquired intangible assets
|
$
|
410,545
|
|
|
13
|
|
Three Months Ended September 30, 2018
|
||||||||||||||
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Direct:
|
|
|
|
|
|
|
|
||||||||
Relationship-led
|
$
|
254,593
|
|
|
$
|
105,468
|
|
|
$
|
33,612
|
|
|
$
|
393,673
|
|
Technology-enabled
|
317,206
|
|
|
52,116
|
|
|
22,759
|
|
|
392,081
|
|
||||
|
571,799
|
|
|
157,584
|
|
|
56,371
|
|
|
785,754
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Wholesale
|
71,916
|
|
|
—
|
|
|
—
|
|
|
71,916
|
|
||||
|
$
|
643,715
|
|
|
$
|
157,584
|
|
|
$
|
56,371
|
|
|
$
|
857,670
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Direct:
|
|
|
|
|
|
|
|
||||||||
Relationship-led
|
$
|
725,874
|
|
|
$
|
300,642
|
|
|
$
|
101,225
|
|
|
$
|
1,127,741
|
|
Technology-enabled
|
896,982
|
|
|
155,850
|
|
|
68,549
|
|
|
1,121,381
|
|
||||
|
1,622,856
|
|
|
456,492
|
|
|
169,774
|
|
|
2,249,122
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Wholesale
|
236,689
|
|
|
—
|
|
|
—
|
|
|
236,689
|
|
||||
|
$
|
1,859,545
|
|
|
$
|
456,492
|
|
|
$
|
169,774
|
|
|
$
|
2,485,811
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Settlement processing assets:
|
|
|
|
||||
Interchange reimbursement
|
$
|
262,487
|
|
|
$
|
304,964
|
|
Receivable from members
|
116,843
|
|
|
104,339
|
|
||
Receivable from networks
|
2,521,106
|
|
|
2,055,390
|
|
||
Exception items
|
10,558
|
|
|
7,867
|
|
||
Merchant reserves
|
(16,768
|
)
|
|
(13,268
|
)
|
||
|
$
|
2,894,226
|
|
|
$
|
2,459,292
|
|
|
|
|
|
||||
Settlement processing obligations:
|
|
|
|
||||
Interchange reimbursement
|
$
|
93,736
|
|
|
$
|
72,053
|
|
Liability to members
|
(23,693
|
)
|
|
(20,369
|
)
|
||
Liability to merchants
|
(2,352,216
|
)
|
|
(1,961,107
|
)
|
||
Exception items
|
6,307
|
|
|
6,863
|
|
||
Merchant reserves
|
(143,020
|
)
|
|
(133,907
|
)
|
||
Reserve for operating losses and sales allowances
|
(4,183
|
)
|
|
(4,042
|
)
|
||
|
$
|
(2,423,069
|
)
|
|
$
|
(2,040,509
|
)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Goodwill
|
$
|
6,130,921
|
|
|
$
|
5,703,992
|
|
Other intangible assets:
|
|
|
|
||||
Customer-related intangible assets
|
$
|
2,123,046
|
|
|
$
|
2,078,891
|
|
Acquired technologies
|
1,027,842
|
|
|
722,466
|
|
||
Trademarks and trade names
|
245,814
|
|
|
247,688
|
|
||
Contract-based intangible assets
|
137,097
|
|
|
171,522
|
|
||
|
3,533,799
|
|
|
3,220,567
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Customer-related intangible assets
|
806,204
|
|
|
685,869
|
|
||
Acquired technologies
|
310,705
|
|
|
210,063
|
|
||
Trademarks and trade names
|
73,977
|
|
|
50,849
|
|
||
Contract-based intangible assets
|
63,945
|
|
|
92,079
|
|
||
|
1,254,831
|
|
|
1,038,860
|
|
||
|
$
|
2,278,968
|
|
|
$
|
2,181,707
|
|
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
$
|
4,896,491
|
|
|
$
|
513,138
|
|
|
$
|
294,363
|
|
|
$
|
5,703,992
|
|
Goodwill acquired
|
468,798
|
|
|
—
|
|
|
—
|
|
|
468,798
|
|
||||
Effect of foreign currency translation
|
(1,891
|
)
|
|
(20,063
|
)
|
|
(19,491
|
)
|
|
(41,445
|
)
|
||||
Measurement-period adjustments
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
||||
Balance at September 30, 2018
|
$
|
5,362,974
|
|
|
$
|
493,075
|
|
|
$
|
274,872
|
|
|
$
|
6,130,921
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Credit Facility:
|
|
|
|
||||
Term loans (face amounts of $3,984,386 and $3,932,677 at September 30, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $35,187 and $37,961 at September 30, 2018 and December 31, 2017, respectively)
|
$
|
3,949,199
|
|
|
$
|
3,894,716
|
|
Revolving Credit Facility
|
851,000
|
|
|
765,000
|
|
||
Total long-term debt
|
4,800,199
|
|
|
4,659,716
|
|
||
Less current portion of Credit Facility (face amounts of $101,174 and $108,979 at September 30, 2018 and December 31, 2017, respectively, less unamortized debt issuance costs of $8,485 and $8,671 at September 30, 2018 and December 31, 2017, respectively)
|
92,689
|
|
|
100,308
|
|
||
Long-term debt, excluding current portion
|
$
|
4,707,510
|
|
|
$
|
4,559,408
|
|
Derivative Financial Instruments
|
|
Balance Sheet Location
|
|
Weighted-Average Fixed Rate of Interest at September 30, 2018
|
|
Range of Maturity Dates at
September 30, 2018
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps (Notional of $500 million at September 30, 2018)
|
|
Prepaid expenses and other current assets
|
|
1.52%
|
|
February 28, 2019
|
|
$
|
1,825
|
|
|
$
|
—
|
|
Interest rate swaps (Notional of $800 million at September 30, 2018 and $1,300 million at December 31, 2017)
|
|
Other noncurrent assets
|
|
1.63%
|
|
December 31, 2019 - March 31, 2021
|
|
$
|
16,900
|
|
|
$
|
9,202
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Amount of unrealized gains (losses) recognized in other comprehensive income (loss)
|
$
|
1,845
|
|
|
$
|
341
|
|
|
$
|
12,353
|
|
|
$
|
(2,214
|
)
|
Amount of unrealized (gains) losses reclassified out of other comprehensive income (loss) to interest expense
|
$
|
(1,663
|
)
|
|
$
|
1,172
|
|
|
$
|
(2,830
|
)
|
|
$
|
4,667
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
$
|
14,833
|
|
|
$
|
9,617
|
|
|
$
|
44,937
|
|
|
$
|
30,771
|
|
Income tax benefit
|
$
|
3,614
|
|
|
$
|
3,523
|
|
|
$
|
10,276
|
|
|
$
|
10,788
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|||
|
(in thousands)
|
|
|
|||
|
|
|
|
|||
Unvested at December 31, 2017
|
1,226
|
|
|
|
$78.29
|
|
Granted
|
600
|
|
|
107.16
|
|
|
Vested
|
(715
|
)
|
|
62.89
|
|
|
Forfeited
|
(55
|
)
|
|
90.40
|
|
|
Unvested at September 30, 2018
|
1,056
|
|
|
$104.52
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||
|
|
|
|
|
|
|
|
|||
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|||
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
723
|
|
|
|
$47.79
|
|
|
6.4
|
|
$37.9
|
Granted
|
103
|
|
|
114.70
|
|
|
|
|
|
|
Forfeited
|
(9
|
)
|
|
81.68
|
|
|
|
|
|
|
Exercised
|
(188
|
)
|
|
39.40
|
|
|
|
|
|
|
Outstanding at September 30, 2018
|
629
|
|
|
|
$60.75
|
|
|
6.1
|
|
$41.8
|
|
|
|
|
|
|
|
|
|||
Options vested and exercisable at September 30, 2018
|
457
|
|
|
|
$47.50
|
|
|
5.1
|
|
$36.5
|
|
Nine Months Ended
|
||
|
September 30, 2018
|
|
September 30, 2017
|
|
|
|
|
Risk-free interest rate
|
2.60%
|
|
1.99%
|
Expected volatility
|
29%
|
|
30%
|
Dividend yield
|
0.04%
|
|
0.06%
|
Expected term (years)
|
5
|
|
5
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
|
|
|
|
||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
||||
Basic weighted-average number of shares outstanding
|
158,168
|
|
|
154,560
|
|
|
158,827
|
|
|
153,138
|
|
Plus: Dilutive effect of stock options and other share-based awards
|
538
|
|
|
842
|
|
|
632
|
|
|
941
|
|
Diluted weighted-average number of shares outstanding
|
158,706
|
|
|
155,402
|
|
|
159,459
|
|
|
154,079
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2018
|
$
|
(253,372
|
)
|
|
$
|
14,030
|
|
|
$
|
(4,287
|
)
|
|
$
|
(243,629
|
)
|
Other comprehensive income (loss), net of tax
|
(26,930
|
)
|
|
72
|
|
|
(58
|
)
|
|
(26,916
|
)
|
||||
Balance at September 30, 2018
|
$
|
(280,302
|
)
|
|
$
|
14,102
|
|
|
$
|
(4,345
|
)
|
|
$
|
(270,545
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2017
|
$
|
(239,669
|
)
|
|
$
|
51
|
|
|
$
|
(3,841
|
)
|
|
$
|
(243,459
|
)
|
Other comprehensive income, net of tax
|
40,090
|
|
|
843
|
|
|
18
|
|
|
40,951
|
|
||||
Balance at September 30, 2017
|
$
|
(199,579
|
)
|
|
$
|
894
|
|
|
$
|
(3,823
|
)
|
|
$
|
(202,508
|
)
|
|
Foreign Currency Translation
|
|
Unrealized Gains (Losses) on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
$
|
(185,856
|
)
|
|
$
|
6,999
|
|
|
$
|
(4,287
|
)
|
|
$
|
(183,144
|
)
|
Other comprehensive income (loss), net of tax
|
(92,603
|
)
|
|
7,103
|
|
|
(58
|
)
|
|
(85,558
|
)
|
||||
Cumulative effect of adoption of new accounting standard
|
(1,843
|
)
|
|
—
|
|
|
—
|
|
|
(1,843
|
)
|
||||
Balance at September 30, 2018
|
$
|
(280,302
|
)
|
|
$
|
14,102
|
|
|
$
|
(4,345
|
)
|
|
$
|
(270,545
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
(318,450
|
)
|
|
$
|
(640
|
)
|
|
$
|
(3,627
|
)
|
|
$
|
(322,717
|
)
|
Other comprehensive income (loss), net of tax
|
118,871
|
|
|
1,534
|
|
|
(196
|
)
|
|
120,209
|
|
||||
Balance at September 30, 2017
|
$
|
(199,579
|
)
|
|
$
|
894
|
|
|
$
|
(3,823
|
)
|
|
$
|
(202,508
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
(1) (2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
643,715
|
|
|
$
|
764,902
|
|
|
$
|
1,859,545
|
|
|
$
|
2,162,911
|
|
Europe
|
157,584
|
|
|
205,203
|
|
|
456,492
|
|
|
557,258
|
|
||||
Asia-Pacific
|
56,371
|
|
|
68,802
|
|
|
169,774
|
|
|
200,741
|
|
||||
Consolidated revenues
|
$
|
857,670
|
|
|
$
|
1,038,907
|
|
|
$
|
2,485,811
|
|
|
$
|
2,920,910
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
174,012
|
|
|
$
|
138,345
|
|
|
$
|
446,600
|
|
|
$
|
344,604
|
|
Europe
|
85,781
|
|
|
76,214
|
|
|
239,011
|
|
|
196,394
|
|
||||
Asia-Pacific
|
23,692
|
|
|
20,032
|
|
|
67,043
|
|
|
57,321
|
|
||||
Corporate
(3)
|
(60,323
|
)
|
|
(62,120
|
)
|
|
(182,585
|
)
|
|
(189,026
|
)
|
||||
Consolidated operating income
|
$
|
223,162
|
|
|
$
|
172,471
|
|
|
$
|
570,069
|
|
|
$
|
409,293
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
106,022
|
|
|
$
|
95,056
|
|
|
$
|
313,980
|
|
|
$
|
277,219
|
|
Europe
|
11,660
|
|
|
11,863
|
|
|
36,180
|
|
|
34,926
|
|
||||
Asia-Pacific
|
4,381
|
|
|
4,484
|
|
|
13,740
|
|
|
12,068
|
|
||||
Corporate
|
1,994
|
|
|
2,246
|
|
|
5,548
|
|
|
5,750
|
|
||||
Consolidated depreciation and amortization
|
$
|
124,057
|
|
|
$
|
113,649
|
|
|
$
|
369,448
|
|
|
$
|
329,963
|
|
•
|
Consolidated revenues were
$857.7 million
and
$2,485.8 million
, respectively, for the
three and nine
months ended
September 30, 2018
, compared to
$1,038.9 million
and
$2,920.9 million
, respectively, for the prior-year periods. Consolidated revenues without the effect of the new revenue accounting standard increased by
10.6%
and
13.3%
to
$1,149.2 million
and
$3,309.3 million
for the
three and nine
months ended
September 30, 2018
, compared to
$1,038.9 million
and
$2,920.9 million
, respectively, for the prior-year periods, primarily due to organic growth.
|
•
|
Consolidated operating income was
$223.2 million
and
$570.1 million
, respectively, for the
three and nine
months ended
September 30, 2018
, compared to
$172.5 million
and
$409.3 million
, respectively, for the prior-year periods. Our operating margin for the
three and nine
months ended
September 30, 2018
was
26.0%
and
22.9%
, respectively. Without the effect of the new accounting standard, our operating margin for the
three and nine
months ended
September 30, 2018
was
18.6%
and
16.3%
, respectively, compared to
16.6%
and
14.0%
for the prior-year periods.
|
•
|
Net income attributable to Global Payments was
$176.4 million
and
$376.8 million
, respectively, for the
three and nine
months ended
September 30, 2018
, compared to
$110.7 million
and
$226.5 million
, respectively, for the prior-year periods.
|
•
|
Diluted earnings per share was
$1.11
and
$2.36
, respectively, for the
three and nine
months ended
September 30, 2018
, compared to
$0.71
and
$1.47
, respectively, for the prior-year periods.
|
|
Three Months Ended September 30, 2018
|
|
% of Revenue
(1)
|
|
Three Months Ended September 30, 2017
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
643,715
|
|
|
75.1
|
%
|
|
$
|
764,902
|
|
|
73.6
|
%
|
|
$
|
(121,187
|
)
|
|
(15.8
|
)%
|
Europe
|
157,584
|
|
|
18.4
|
%
|
|
205,203
|
|
|
19.8
|
%
|
|
(47,619
|
)
|
|
(23.2
|
)%
|
|||
Asia-Pacific
|
56,371
|
|
|
6.6
|
%
|
|
68,802
|
|
|
6.6
|
%
|
|
(12,431
|
)
|
|
(18.1
|
)%
|
|||
Total revenues
|
$
|
857,670
|
|
|
100.0
|
%
|
|
$
|
1,038,907
|
|
|
100.0
|
%
|
|
$
|
(181,237
|
)
|
|
(17.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
265,013
|
|
|
30.9
|
%
|
|
$
|
493,883
|
|
|
47.5
|
%
|
|
$
|
(228,870
|
)
|
|
(46.3
|
)%
|
Selling, general and administrative
|
369,495
|
|
|
43.1
|
%
|
|
372,553
|
|
|
35.9
|
%
|
|
(3,058
|
)
|
|
(0.8
|
)%
|
|||
Operating expenses
|
$
|
634,508
|
|
|
74.0
|
%
|
|
$
|
866,436
|
|
|
83.4
|
%
|
|
$
|
(231,928
|
)
|
|
(26.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
174,012
|
|
|
|
|
|
$
|
138,345
|
|
|
|
|
$
|
35,667
|
|
|
25.8
|
%
|
|
Europe
|
85,781
|
|
|
|
|
76,214
|
|
|
|
|
9,567
|
|
|
12.6
|
%
|
|||||
Asia-Pacific
|
23,692
|
|
|
|
|
20,032
|
|
|
|
|
3,660
|
|
|
18.3
|
%
|
|||||
Corporate
(3)
|
(60,323
|
)
|
|
|
|
(62,120
|
)
|
|
|
|
1,797
|
|
|
(2.9
|
)%
|
|||||
Operating income
|
$
|
223,162
|
|
|
26.0
|
%
|
|
$
|
172,471
|
|
|
16.6
|
%
|
|
$
|
50,691
|
|
|
29.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
27.0
|
%
|
|
|
|
18.1
|
%
|
|
|
|
8.9
|
%
|
|
|
||||||
Europe
|
54.4
|
%
|
|
|
|
37.1
|
%
|
|
|
|
17.3
|
%
|
|
|
||||||
Asia-Pacific
|
42.0
|
%
|
|
|
|
29.1
|
%
|
|
|
|
12.9
|
%
|
|
|
|
Nine Months Ended
September 30, 2018 |
|
% of Revenue
(1)
|
|
Nine Months Ended
September 30, 2017 |
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollar amounts in thousands)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
1,859,545
|
|
|
74.8
|
%
|
|
$
|
2,162,911
|
|
|
74.0
|
%
|
|
$
|
(303,366
|
)
|
|
(14.0
|
)%
|
Europe
|
456,492
|
|
|
18.4
|
%
|
|
557,258
|
|
|
19.1
|
%
|
|
(100,766
|
)
|
|
(18.1
|
)%
|
|||
Asia-Pacific
|
169,774
|
|
|
6.8
|
%
|
|
200,741
|
|
|
6.9
|
%
|
|
(30,967
|
)
|
|
(15.4
|
)%
|
|||
Total revenues
|
$
|
2,485,811
|
|
|
100.0
|
%
|
|
$
|
2,920,910
|
|
|
100.0
|
%
|
|
$
|
(435,099
|
)
|
|
(14.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
781,943
|
|
|
31.5
|
%
|
|
$
|
1,418,969
|
|
|
48.6
|
%
|
|
$
|
(637,026
|
)
|
|
(44.9
|
)%
|
Selling, general and administrative
|
1,133,799
|
|
|
45.6
|
%
|
|
1,092,648
|
|
|
37.4
|
%
|
|
41,151
|
|
|
3.8
|
%
|
|||
Operating expenses
|
$
|
1,915,742
|
|
|
77.1
|
%
|
|
$
|
2,511,617
|
|
|
86.0
|
%
|
|
$
|
(595,875
|
)
|
|
(23.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
446,600
|
|
|
|
|
$
|
344,604
|
|
|
|
|
$
|
101,996
|
|
|
29.6
|
%
|
||
Europe
|
239,011
|
|
|
|
|
196,394
|
|
|
|
|
42,617
|
|
|
21.7
|
%
|
|||||
Asia-Pacific
|
67,043
|
|
|
|
|
57,321
|
|
|
|
|
9,722
|
|
|
17.0
|
%
|
|||||
Corporate
(3)
|
(182,585
|
)
|
|
|
|
(189,026
|
)
|
|
|
|
6,441
|
|
|
(3.4
|
)%
|
|||||
Operating income
|
$
|
570,069
|
|
|
22.9
|
%
|
|
$
|
409,293
|
|
|
14.0
|
%
|
|
$
|
160,776
|
|
|
39.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
24.0
|
%
|
|
|
|
15.9
|
%
|
|
|
|
8.1
|
%
|
|
|
||||||
Europe
|
52.4
|
%
|
|
|
|
35.2
|
%
|
|
|
|
17.2
|
%
|
|
|
||||||
Asia-Pacific
|
39.5
|
%
|
|
|
|
28.6
|
%
|
|
|
|
10.9
|
%
|
|
|
Period
|
Total Number of
Shares Purchased (1) |
|
Approximate Average Price Paid per Share
|
|
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 (2) |
||||||
|
|
|
|
|
|
|
(in millions)
|
||||||
July 2018
|
110,172
|
|
|
$
|
112.57
|
|
|
—
|
|
|
|
||
August 2018
|
14,677
|
|
|
116.64
|
|
|
—
|
|
|
|
|||
September 2018
|
85,725
|
|
|
127.21
|
|
|
—
|
|
|
|
|||
Total
|
210,574
|
|
|
$
|
118.81
|
|
|
—
|
|
|
$
|
419.1
|
|
(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)
|
On
February 6, 2018
, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $600 million. As of
September 30, 2018
, the approximate dollar value of shares that may yet be purchased under our share repurchase program was
$419.1 million
. 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
|
|
|
2.2
|
|
|
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 September 30, 2018, 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.
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Global Payments Inc.
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(Registrant)
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Date: October 30, 2018
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/s/ Cameron M. Bready
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Cameron M. Bready
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Senior Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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1.
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The first sentence of Section 3 of the Agreement is deleted in its entirety and
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2.
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The last paragraph of Section 13(c)(i) of the Agreement is deleted in its entirety and replaced with the following:
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3.
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Section 4 of Exhibit A (Form of Release) of the Agreement is deleted in its entirety and replaced with the following:
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EXECUTIVE:
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GLOBAL PAYMENTS INC.
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/s/ Jeffrey S. Sloan
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By:
/s/ David L. Green
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Jeffrey S. Sloan
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Name: David L. Green
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Date:
August 27, 2018
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Title: Executive Vice President and General Counsel
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Date:
August 27, 2018
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1.
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The first sentence of Section 3 of the Agreement is deleted in its entirety and replaced with the following:
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2.
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The last paragraph of Section 12(c)(i) of the Agreement is deleted in its entirety and replaced with the following:
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3.
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Section 4 of Exhibit A (Form of Release) of the Agreement is deleted in its entirety and replaced with the following:
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EXECUTIVE:
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GLOBAL PAYMENTS INC.
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/s/ Cameron M. Bready
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By:
/s/ David L. Green
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Cameron M. Bready
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Name: David L. Green
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Date:
August 27, 2018
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Title: Executive Vice President and General Counsel
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Date:
August 27, 2018
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1.
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The first sentence of Section 3 of the Agreement is deleted in its entirety and replaced with the following:
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2.
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The last paragraph of Section 12(c)(i) of the Agreement is deleted in its entirety and replaced with the following:
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3.
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Section 4 of Exhibit A (Form of Release) of the Agreement is deleted in its entirety and replaced with the following:
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EXECUTIVE:
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GLOBAL PAYMENTS INC.
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/s/ Guido F. Sacchi
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By:
/s/ David L. Green
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Guido F. Sacchi
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Name: David L. Green
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Date:
August 27, 2018
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Title: Executive Vice President and General Counsel
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Date:
August 27, 2018
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1.
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The first sentence of Section 3 of the Agreement is deleted in its entirety and replaced with the following:
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2.
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The last paragraph of Section 12(c)(i) of the Agreement is deleted in its entirety and replaced with the following:
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3.
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Section 4 of Exhibit A (Form of Release) of the Agreement is deleted in its entirety and replaced with the following:
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EXECUTIVE:
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GLOBAL PAYMENTS INC.
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/s/ David L. Green
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By:
/s/ Jeffrey S. Sloan
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David L. Green
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Name: Jeffrey S. Sloan
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Date:
August 27, 2018
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Title: Chief Executive Officer
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Date:
August 27, 2018
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1.
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I have reviewed this quarterly report on Form 10-Q 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(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:
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By: /s/ Jeffrey S. Sloan
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Date: October 30, 2018
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Jeffrey S. Sloan
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q 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(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:
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By: /s/ Cameron M. Bready
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Date: October 30, 2018
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Cameron M. Bready
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Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jeffrey S. Sloan
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/s/ Cameron M. Bready
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Jeffrey S. Sloan
Chief Executive Officer
Global Payments Inc.
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Cameron M. Bready
Chief Financial Officer
Global Payments Inc.
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October 30, 2018
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October 30, 2018
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