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)
|
Title of each class
|
|
Name of each exchange
on which registered
|
Common Stock, No Par Value
|
|
New York Stock Exchange
|
|
|
|
Page
|
PART I
|
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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|
||
PART II
|
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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PART III
|
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
|
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ITEM 15.
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•
|
OpenEdge
. Through OpenEdge, we offer integrated payment solutions through technology partners across numerous vertical markets, primarily in North America. OpenEdge enables third-party application developers to incorporate payment innovations into their enterprise business solutions.
|
•
|
Ezidebit
. Through Ezi Holdings Pty Ltd ("Ezidebit"), we offer integrated payment technology solutions in the Asia-Pacific region. Ezidebit focuses on recurring payments verticals and, similar to OpenEdge, markets its services through a network of integrated software vendors and direct channels to numerous vertical markets.
|
•
|
ACTIVE Network
. Through ACTIVE Network, we deliver cloud-based enterprise software, including payment technology solutions, to event organizers in the communities and health and fitness markets.
|
•
|
Education Solutions
. We offer integrated payment solutions specifically designed for all levels of educational institutions. At the university level, we offer integrated commerce solutions, payment services, higher education loan services, credentialing services and open- and closed-loop payment solutions. For kindergarten through 12
th
grade, we provide ecommerce and in-person payments, cafeteria POS solutions and back-office management software, hardware, technical support and training.
|
•
|
AdvancedMD
. Through AdvancedMD, we provide cloud-based enterprise solutions to small-to-medium sized ambulatory physician practices in the United States.
|
•
|
Xenial and SICOM
. Through Xenial and SICOM, we offer leading-edge enterprise software solutions, integrated with our payment services and other adjacent business service applications, to the restaurant and hospitality and retail vertical markets.
|
•
|
Grow and control our direct distribution by adding new channels and partners, including expanding our ownership of additional enterprise software solutions in select vertical markets;
|
•
|
Deliver innovative services by developing value-added applications, enhancing existing services and developing new systems and services to blend technology with customer needs;
|
•
|
Leverage technology and operational advantages throughout our global footprint;
|
•
|
Continue to develop seamless multinational solutions for leading global customers;
|
•
|
Provide customer service at levels that exceed our competition, while investing in technology, training and enhancements to our service offerings; and
|
•
|
Pursue potential domestic and international acquisitions of, investments in and alliances with companies that have high growth potential, significant market presence, sustainable distribution platforms and/or key technological capabilities.
|
•
|
Global Footprint and Distribution
- Our worldwide presence allows us to focus our investments on markets with promising gross domestic product fundamentals and favorable secular trends, makes us more attractive to merchants with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk.
|
•
|
Technology Solutions -
We provide innovative technology-based solutions, including enterprise software solutions, that enable our customers to operate their business more efficiently and simplify the payments process, regardless of the channel through which the transaction occurs. We believe our robust technology solutions will continue to differentiate us in the marketplace and will position us for continued growth.
|
•
|
Scalable Operating Environment and Technology Infrastructure
- We operate as a single, unified international organization, with a multi-channel, global technology infrastructure, which provides scalable and innovative service offerings and a consistent service experience to our merchants and partners worldwide, while also driving sustainable operating efficiencies.
|
•
|
Strong, Long-lasting Partner Relationships
- We have established strong, long-lasting relationships with many financial institutions, enterprise software providers, value-added resellers and other technology-based payment service providers, which facilitate lead generation and enable us to deliver a diverse solutions set to our merchant customers.
|
•
|
Disciplined Acquisition Approach
- Our proven track record for selectively and successfully sourcing, completing and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.
|
•
|
establish and audit anti-money laundering programs;
|
•
|
establish procedures for obtaining and verifying customer information;
|
•
|
file reports on large cash transactions; and
|
•
|
file suspicious activity reports if the financial institution believes a customer may be violating U.S. laws and regulations.
|
•
|
If we are unable to successfully integrate the benefits plans, duties and responsibilities, and other factors of interest to the management and employees of the acquired business, we could lose employees to our competitors in the region, which could significantly affect our ability to operate the business and complete the integration;
|
•
|
If the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers to our competitors, which would reduce our revenues and earnings;
|
•
|
The acquisition may otherwise cause disruption to the acquired company’s business and operations and relationships with financial institution sponsors, customers, merchants, employees and other partners;
|
•
|
The acquisition and the related integration could divert the attention of our management from other strategic matters including possible acquisitions and alliances and planning for new product development or expansion into new markets for payments technology and software solutions; and
|
•
|
The costs related to the integration of the acquired company’s business and operations into ours may be greater than anticipated.
|
•
|
incur additional indebtedness;
|
•
|
create liens;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into certain lines of business;
|
•
|
enter into certain transactions with affiliates; and,
|
•
|
pay dividends and repurchase shares of our common stock.
|
•
|
divide our board of directors into three classes, with members of each class to be elected in staggered three-year terms;
|
•
|
limit the right of shareholders to remove directors;
|
•
|
regulate how shareholders may present proposals or nominate directors for election at annual meetings of shareholders; and
|
•
|
authorize our board of directors to issue preferred shares in one or more series, without shareholder approval.
|
|
|
Global
Payments
|
|
S&P
500 Index
|
|
S&P
Information
Technology Index
|
||||||
May 31, 2013
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
May 31, 2014
|
|
143.14
|
|
|
120.45
|
|
|
123.89
|
|
|||
May 31, 2015
|
|
218.13
|
|
|
134.67
|
|
|
147.20
|
|
|||
May 31, 2016
|
|
324.92
|
|
|
136.98
|
|
|
151.80
|
|
|||
December 31, 2016
|
|
290.37
|
|
|
148.08
|
|
|
168.59
|
|
|||
December 31, 2017
|
|
419.54
|
|
|
180.41
|
|
|
234.05
|
|
|||
December 31, 2018
|
|
431.79
|
|
|
172.50
|
|
|
233.38
|
|
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)
|
||||||
October 2018
|
784
|
|
|
$
|
114.94
|
|
|
—
|
|
|
|
||
November 2018
|
967
|
|
|
103.87
|
|
|
—
|
|
|
|
|||
December 2018
|
315,260
|
|
|
99.37
|
|
|
—
|
|
|
|
|||
Total
|
317,011
|
|
|
$
|
99.43
|
|
|
—
|
|
|
$
|
387.8
|
|
(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
December 31, 2018
, the approximate dollar value of shares that may yet be purchased under our share repurchase program was
$387.8 million
. On
February 5, 2019
, the board of directors increased its authorization to repurchase shares of our common stock to
$750 million
, inclusive of prior share repurchase programs authorized by the board and repurchases made thereunder. 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.
|
|
Year Ended December 31,
|
|
Seven Months
Ended
December 31,
|
|
Year Ended May 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
3,366,366
|
|
|
$
|
3,975,163
|
|
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
|
$
|
2,773,718
|
|
|
$
|
2,554,236
|
|
Operating income
|
737,055
|
|
|
558,868
|
|
|
237,951
|
|
|
424,944
|
|
|
456,597
|
|
|
405,499
|
|
||||||
Net income
|
484,667
|
|
|
494,070
|
|
|
137,683
|
|
|
290,217
|
|
|
309,115
|
|
|
269,952
|
|
||||||
Net income attributable to Global Payments
|
452,053
|
|
|
468,425
|
|
|
124,931
|
|
|
271,666
|
|
|
278,040
|
|
|
245,286
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per share
|
$
|
2.85
|
|
|
$
|
3.03
|
|
|
$
|
0.81
|
|
|
$
|
2.05
|
|
|
$
|
2.07
|
|
|
$
|
1.70
|
|
Diluted earnings per share
|
2.84
|
|
|
3.01
|
|
|
0.81
|
|
|
2.04
|
|
|
2.06
|
|
|
1.69
|
|
||||||
Dividends per share
|
0.04
|
|
|
0.04
|
|
|
0.02
|
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance sheet data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets
|
$
|
13,230,774
|
|
|
$
|
12,998,069
|
|
|
$
|
10,664,350
|
|
|
$
|
10,509,952
|
|
|
$
|
5,779,301
|
|
|
$
|
4,002,527
|
|
Settlement lines of credit
|
700,486
|
|
|
635,166
|
|
|
392,072
|
|
|
378,436
|
|
|
592,629
|
|
|
440,128
|
|
||||||
Long-term debt
|
5,130,243
|
|
|
4,659,716
|
|
|
4,438,612
|
|
|
4,515,286
|
|
|
1,740,067
|
|
|
1,390,507
|
|
||||||
Total equity
|
4,186,343
|
|
|
3,965,231
|
|
|
2,779,342
|
|
|
2,877,404
|
|
|
863,553
|
|
|
1,132,799
|
|
•
|
Consolidated revenues were
$3,366.4 million
and
$3,975.2 million
for the years ended
December 31, 2018
and 2017, respectively. Consolidated revenues without the effect of the new revenue accounting standard increased by
12.6%
to
$4,475.6 million
for the year ended
December 31, 2018
compared to
$3,975.2 million
for 2017. The increase in revenues without the effect of the new revenue accounting standard was primarily due to organic growth.
|
•
|
Consolidated operating income was
$737.1 million
and
$558.9 million
for the years ended
December 31, 2018
and
2017
, respectively. Our operating margin for the year ended
December 31, 2018
was
21.9%
. Without the effect of the new revenue accounting standard, our operating margin for the year ended December 31, 2018 was
15.6%
compared to
14.1%
for
2017
. The increase in operating income and operating margin without the effect of the new revenue accounting standard was primarily due to the contribution of revenue growth and a decrease in costs associated with acquisition and integration expenses of
$38.5 million
.
|
•
|
Net income attributable to Global Payments was
$452.1 million
for the year ended
December 31, 2018
compared to
$468.4 million
for
2017
, and diluted earnings per share was
$2.84
for the year ended
December 31, 2018
compared to
$3.01
for
2017
.
|
•
|
On December 22, 2017, the United States enacted the U.S. Tax Cuts and Jobs Act of 2017 (the "2017 U.S. Tax Act"). As a result, we recorded a provisional net income tax benefit of
$158.7 million
, which increased diluted earnings per share by $1.02 for the year ended December 31, 2017. During 2018, we continued to analyze other provisions of the 2017 U.S. Tax Act and completed our accounting for the transition effects of the 2017 U.S. Tax Act, which resulted in an income tax benefit of
$23.3 million
.
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
(dollar amounts in thousands)
|
2018
|
|
% of Revenue
(1)
|
|
2017
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
2,522,284
|
|
|
74.9
|
%
|
|
$
|
2,929,522
|
|
|
73.7
|
%
|
|
$
|
(407,238
|
)
|
|
(13.9
|
)%
|
Europe
|
610,930
|
|
|
18.1
|
%
|
|
767,524
|
|
|
19.3
|
%
|
|
(156,594
|
)
|
|
(20.4
|
)%
|
|||
Asia-Pacific
|
233,152
|
|
|
6.9
|
%
|
|
278,117
|
|
|
7.0
|
%
|
|
(44,965
|
)
|
|
(16.2
|
)%
|
|||
Total revenues
|
$
|
3,366,366
|
|
|
100.0
|
%
|
|
$
|
3,975,163
|
|
|
100.0
|
%
|
|
$
|
(608,797
|
)
|
|
(15.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,095,014
|
|
|
32.5
|
%
|
|
$
|
1,928,037
|
|
|
48.5
|
%
|
|
$
|
(833,023
|
)
|
|
(43.2
|
)%
|
Selling, general and administrative
|
1,534,297
|
|
|
45.6
|
%
|
|
1,488,258
|
|
|
37.4
|
%
|
|
46,039
|
|
|
3.1
|
%
|
|||
Operating expenses
|
$
|
2,629,311
|
|
|
78.1
|
%
|
|
$
|
3,416,295
|
|
|
85.9
|
%
|
|
$
|
(786,984
|
)
|
|
(23.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
570,630
|
|
|
17.0
|
%
|
|
$
|
457,009
|
|
|
11.5
|
%
|
|
$
|
113,621
|
|
|
24.9
|
%
|
Europe
|
318,392
|
|
|
9.5
|
%
|
|
272,769
|
|
|
6.9
|
%
|
|
45,623
|
|
|
16.7
|
%
|
|||
Asia-Pacific
|
93,402
|
|
|
2.8
|
%
|
|
81,273
|
|
|
2.0
|
%
|
|
12,129
|
|
|
14.9
|
%
|
|||
Corporate
(4)
|
(245,369
|
)
|
|
(7.3
|
)%
|
|
(252,183
|
)
|
|
(6.3
|
)%
|
|
6,814
|
|
|
(2.7
|
)%
|
|||
Operating income
|
$
|
737,055
|
|
|
21.9
|
%
|
|
$
|
558,868
|
|
|
14.1
|
%
|
|
$
|
178,187
|
|
|
31.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
22.6
|
%
|
|
|
|
15.6
|
%
|
|
|
|
7.0
|
%
|
|
|
||||||
Europe
|
52.1
|
%
|
|
|
|
35.5
|
%
|
|
|
|
16.6
|
%
|
|
|
||||||
Asia-Pacific
|
40.1
|
%
|
|
|
|
29.2
|
%
|
|
|
|
10.9
|
%
|
|
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
(dollar amounts in thousands)
|
2017
|
|
% of Revenue
(1)
|
|
2016
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
2,929,522
|
|
|
73.7
|
%
|
|
$
|
2,475,323
|
|
|
73.4
|
%
|
|
$
|
454,199
|
|
|
18.3
|
%
|
Europe
|
767,524
|
|
|
19.3
|
%
|
|
655,477
|
|
|
19.4
|
%
|
|
112,047
|
|
|
17.1
|
%
|
|||
Asia-Pacific
|
278,117
|
|
|
7.0
|
%
|
|
240,176
|
|
|
7.1
|
%
|
|
37,941
|
|
|
15.8
|
%
|
|||
Total revenues
|
$
|
3,975,163
|
|
|
100.0
|
%
|
|
$
|
3,370,976
|
|
|
100.0
|
%
|
|
$
|
604,187
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,928,037
|
|
|
48.5
|
%
|
|
$
|
1,603,532
|
|
|
47.6
|
%
|
|
$
|
324,505
|
|
|
20.2
|
%
|
Selling, general and administrative
|
1,488,258
|
|
|
37.4
|
%
|
|
1,411,096
|
|
|
41.9
|
%
|
|
77,162
|
|
|
5.5
|
%
|
|||
Operating expenses
|
$
|
3,416,295
|
|
|
85.9
|
%
|
|
$
|
3,014,628
|
|
|
89.4
|
%
|
|
$
|
401,667
|
|
|
13.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
457,009
|
|
|
11.5
|
%
|
|
$
|
350,291
|
|
|
10.4
|
%
|
|
$
|
106,718
|
|
|
30.5
|
%
|
Europe
|
272,769
|
|
|
6.9
|
%
|
|
232,882
|
|
|
6.9
|
%
|
|
39,887
|
|
|
17.1
|
%
|
|||
Asia-Pacific
|
81,273
|
|
|
2.0
|
%
|
|
58,709
|
|
|
1.7
|
%
|
|
22,564
|
|
|
38.4
|
%
|
|||
Corporate
(3)
|
(252,183
|
)
|
|
(6.3
|
)%
|
|
(285,534
|
)
|
|
(8.5
|
)%
|
|
33,351
|
|
|
(11.7
|
)%
|
|||
Operating income
|
$
|
558,868
|
|
|
14.1
|
%
|
|
$
|
356,348
|
|
|
10.6
|
%
|
|
$
|
202,520
|
|
|
56.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
15.6
|
%
|
|
|
|
14.2
|
%
|
|
|
|
1.4
|
%
|
|
|
|
|||||
Europe
|
35.5
|
%
|
|
|
|
35.5
|
%
|
|
|
|
—
|
%
|
|
|
|
|||||
Asia-Pacific
|
29.2
|
%
|
|
|
|
24.4
|
%
|
|
|
|
4.8
|
%
|
|
|
|
|
Seven Months Ended December 31,
|
|
Seven Months Ended December 31,
|
|
|
|
|
|||||||||||||
(dollar amounts in thousands)
|
2016
|
|
% of Revenue
(1)
|
|
2015
|
|
% of Revenue
(1)
|
|
Change
|
|
% Change
|
|||||||||
Revenues
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
1,650,616
|
|
|
74.9
|
%
|
|
$
|
1,227,916
|
|
|
71.0
|
%
|
|
$
|
422,700
|
|
|
34.4
|
%
|
Europe
|
403,823
|
|
|
18.3
|
%
|
|
380,246
|
|
|
22.0
|
%
|
|
23,577
|
|
|
6.2
|
%
|
|||
Asia-Pacific
|
148,457
|
|
|
6.7
|
%
|
|
121,908
|
|
|
7.0
|
%
|
|
26,549
|
|
|
21.8
|
%
|
|||
Total revenues
|
$
|
2,202,896
|
|
|
100.0
|
%
|
|
$
|
1,730,070
|
|
|
100.0
|
%
|
|
$
|
472,826
|
|
|
27.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating expenses
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
$
|
1,094,593
|
|
|
49.7
|
%
|
|
$
|
638,700
|
|
|
36.9
|
%
|
|
$
|
455,893
|
|
|
71.4
|
%
|
Selling, general and administrative
|
870,352
|
|
|
39.5
|
%
|
|
784,823
|
|
|
45.4
|
%
|
|
85,529
|
|
|
10.9
|
%
|
|||
Operating expenses
|
$
|
1,964,945
|
|
|
89.2
|
%
|
|
$
|
1,423,523
|
|
|
82.3
|
%
|
|
$
|
541,422
|
|
|
38.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
233,850
|
|
|
|
|
|
$
|
191,185
|
|
|
|
|
|
$
|
42,665
|
|
|
22.3
|
%
|
Europe
|
145,767
|
|
|
|
|
|
157,722
|
|
|
|
|
|
(11,955
|
)
|
|
(7.6
|
)%
|
|||
Asia-Pacific
|
37,530
|
|
|
|
|
|
29,564
|
|
|
|
|
|
7,966
|
|
|
26.9
|
%
|
|||
Corporate
(3)
|
(179,196
|
)
|
|
|
|
|
(71,924
|
)
|
|
|
|
|
(107,272
|
)
|
|
149.1
|
%
|
|||
Operating income
|
$
|
237,951
|
|
|
10.8
|
%
|
|
$
|
306,547
|
|
|
17.7
|
%
|
|
$
|
(68,596
|
)
|
|
(22.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
14.2
|
%
|
|
|
|
15.6
|
%
|
|
|
|
(1.4
|
)%
|
|
|
|
|||||
Europe
|
36.1
|
%
|
|
|
|
41.5
|
%
|
|
|
|
(5.4
|
)%
|
|
|
|
|||||
Asia-Pacific
|
25.3
|
%
|
|
|
|
24.3
|
%
|
|
|
|
1.0
|
%
|
|
|
|
|
Payments Due by Future Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5+ Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt
|
$
|
5,167,643
|
|
|
$
|
124,176
|
|
|
$
|
355,827
|
|
|
$
|
4,212,640
|
|
|
$
|
475,000
|
|
Interest on long-term debt
(1)
|
888,317
|
|
|
206,112
|
|
|
410,538
|
|
|
235,158
|
|
|
36,509
|
|
|||||
Settlement lines of credit
|
700,486
|
|
|
700,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
(2)
|
433,408
|
|
|
50,095
|
|
|
124,790
|
|
|
33,298
|
|
|
225,225
|
|
|||||
Purchase obligations
(3)
|
302,001
|
|
|
88,022
|
|
|
157,532
|
|
|
22,909
|
|
|
33,538
|
|
|
Years Ended
December 31, |
|
Seven Months
Ended
December 31,
|
|
Year Ended
May 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
3,366,366
|
|
|
$
|
3,975,163
|
|
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
1,095,014
|
|
|
1,928,037
|
|
|
1,094,593
|
|
|
1,147,639
|
|
||||
Selling, general and administrative
|
1,534,297
|
|
|
1,488,258
|
|
|
870,352
|
|
|
1,325,567
|
|
||||
|
2,629,311
|
|
|
3,416,295
|
|
|
1,964,945
|
|
|
2,473,206
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
737,055
|
|
|
558,868
|
|
|
237,951
|
|
|
424,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
20,719
|
|
|
8,662
|
|
|
44,382
|
|
|
5,284
|
|
||||
Interest and other expense
|
(195,619
|
)
|
|
(174,847
|
)
|
|
(108,989
|
)
|
|
(69,316
|
)
|
||||
|
(174,900
|
)
|
|
(166,185
|
)
|
|
(64,607
|
)
|
|
(64,032
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
562,155
|
|
|
392,683
|
|
|
173,344
|
|
|
360,912
|
|
||||
Income tax (provision) benefit
|
(77,488
|
)
|
|
101,387
|
|
|
(35,661
|
)
|
|
(70,695
|
)
|
||||
Net income
|
484,667
|
|
|
494,070
|
|
|
137,683
|
|
|
290,217
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(32,614
|
)
|
|
(25,645
|
)
|
|
(12,752
|
)
|
|
(18,551
|
)
|
||||
Net income attributable to Global Payments
|
$
|
452,053
|
|
|
$
|
468,425
|
|
|
$
|
124,931
|
|
|
$
|
271,666
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to Global Payments:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
2.85
|
|
|
$
|
3.03
|
|
|
$
|
0.81
|
|
|
$
|
2.05
|
|
Diluted earnings per share
|
$
|
2.84
|
|
|
$
|
3.01
|
|
|
$
|
0.81
|
|
|
$
|
2.04
|
|
|
Years Ended
December 31,
|
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
484,667
|
|
|
$
|
494,070
|
|
|
$
|
137,683
|
|
|
$
|
290,217
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(118,439
|
)
|
|
146,401
|
|
|
(92,229
|
)
|
|
(55,858
|
)
|
||||
Income tax provision related to foreign currency translation adjustments
|
(832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net unrealized gains (losses) on hedging activities
|
(7,553
|
)
|
|
4,549
|
|
|
5,532
|
|
|
(12,859
|
)
|
||||
Reclassification of net unrealized (gains) losses on hedging activities to interest expense
|
(4,792
|
)
|
|
5,673
|
|
|
4,222
|
|
|
8,240
|
|
||||
Income tax benefit (provision) related to hedging activities
|
2,972
|
|
|
(2,583
|
)
|
|
(3,639
|
)
|
|
1,738
|
|
||||
Other, net of tax
|
760
|
|
|
(660
|
)
|
|
1,030
|
|
|
(848
|
)
|
||||
Other comprehensive income (loss)
|
(127,884
|
)
|
|
153,380
|
|
|
(85,084
|
)
|
|
(59,587
|
)
|
||||
Comprehensive income
|
356,783
|
|
|
647,450
|
|
|
52,599
|
|
|
230,630
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
(29,918
|
)
|
|
(39,452
|
)
|
|
(4,335
|
)
|
|
(19,022
|
)
|
||||
Comprehensive income attributable to Global Payments
|
$
|
326,865
|
|
|
$
|
607,998
|
|
|
$
|
48,264
|
|
|
$
|
211,608
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,210,878
|
|
|
$
|
1,335,855
|
|
Accounts receivable, net of allowances for doubtful accounts of $3,164 and $1,827, respectively
|
348,400
|
|
|
301,887
|
|
||
Settlement processing assets
|
1,600,222
|
|
|
2,459,292
|
|
||
Prepaid expenses and other current assets
|
216,708
|
|
|
206,545
|
|
||
Total current assets
|
3,376,208
|
|
|
4,303,579
|
|
||
Goodwill
|
6,341,355
|
|
|
5,703,992
|
|
||
Other intangible assets, net
|
2,488,618
|
|
|
2,181,707
|
|
||
Property and equipment, net
|
653,542
|
|
|
588,348
|
|
||
Deferred income taxes
|
8,128
|
|
|
13,146
|
|
||
Other noncurrent assets
|
362,923
|
|
|
207,297
|
|
||
Total assets
|
$
|
13,230,774
|
|
|
$
|
12,998,069
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Settlement lines of credit
|
$
|
700,486
|
|
|
$
|
635,166
|
|
Current portion of long-term debt
|
115,075
|
|
|
100,308
|
|
||
Accounts payable and accrued liabilities
|
1,176,703
|
|
|
1,039,607
|
|
||
Settlement processing obligations
|
1,276,356
|
|
|
2,040,509
|
|
||
Total current liabilities
|
3,268,620
|
|
|
3,815,590
|
|
||
Long-term debt
|
5,015,168
|
|
|
4,559,408
|
|
||
Deferred income taxes
|
585,025
|
|
|
436,879
|
|
||
Other noncurrent liabilities
|
175,618
|
|
|
220,961
|
|
||
Total liabilities
|
9,044,431
|
|
|
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; 157,961,982 issued and outstanding at December 31, 2018 and 159,180,317 issued and outstanding at December 31, 2017
|
—
|
|
|
—
|
|
||
Paid-in capital
|
2,235,167
|
|
|
2,379,774
|
|
||
Retained earnings
|
2,066,415
|
|
|
1,597,897
|
|
||
Accumulated other comprehensive loss
|
(310,175
|
)
|
|
(183,144
|
)
|
||
Total Global Payments shareholders’ equity
|
3,991,407
|
|
|
3,794,527
|
|
||
Noncontrolling interests
|
194,936
|
|
|
170,704
|
|
||
Total equity
|
4,186,343
|
|
|
3,965,231
|
|
||
Total liabilities and equity
|
$
|
13,230,774
|
|
|
$
|
12,998,069
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended
December 31,
|
|
Year Ended
May 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
484,667
|
|
|
$
|
494,070
|
|
|
$
|
137,683
|
|
|
$
|
290,217
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
145,128
|
|
|
113,273
|
|
|
53,242
|
|
|
74,192
|
|
||||
Amortization of acquired intangibles
|
377,685
|
|
|
337,878
|
|
|
194,329
|
|
|
113,689
|
|
||||
Share-based compensation expense
|
57,826
|
|
|
39,095
|
|
|
18,707
|
|
|
30,809
|
|
||||
Provision for operating losses and bad debts
|
43,237
|
|
|
48,443
|
|
|
24,074
|
|
|
27,202
|
|
||||
Amortization of capitalized customer acquisition costs
|
51,541
|
|
|
45,098
|
|
|
14,982
|
|
|
1,776
|
|
||||
Deferred income taxes
|
(1,451
|
)
|
|
(250,670
|
)
|
|
(33,523
|
)
|
|
(18,162
|
)
|
||||
Gain on sale of investments
|
—
|
|
|
—
|
|
|
(41,150
|
)
|
|
—
|
|
||||
Other, net
|
(8,025
|
)
|
|
44,070
|
|
|
32,718
|
|
|
15,370
|
|
||||
Changes in operating assets and liabilities, net of the effects of business combinations:
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(33,386
|
)
|
|
(14,096
|
)
|
|
2,189
|
|
|
(14,542
|
)
|
||||
Settlement processing assets and obligations, net
|
83,478
|
|
|
(361,673
|
)
|
|
35,599
|
|
|
218,061
|
|
||||
Prepaid expenses and other assets
|
(160,800
|
)
|
|
(129,427
|
)
|
|
(44,164
|
)
|
|
(64,216
|
)
|
||||
Accounts payable and other liabilities
|
66,182
|
|
|
146,327
|
|
|
121,140
|
|
|
(81,506
|
)
|
||||
Net cash provided by operating activities
|
1,106,082
|
|
|
512,388
|
|
|
515,826
|
|
|
592,890
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Business combinations and other acquisitions, net of cash acquired
|
(1,259,692
|
)
|
|
(562,688
|
)
|
|
(33,865
|
)
|
|
(2,034,406
|
)
|
||||
Capital expenditures
|
(213,290
|
)
|
|
(181,905
|
)
|
|
(88,913
|
)
|
|
(91,591
|
)
|
||||
Net proceeds from sale of investments
|
—
|
|
|
—
|
|
|
37,717
|
|
|
—
|
|
||||
Net proceeds from sales of property and equipment
|
—
|
|
|
37,565
|
|
|
—
|
|
|
—
|
|
||||
Other, net
|
(3,305
|
)
|
|
(28,997
|
)
|
|
(1,622
|
)
|
|
(1,251
|
)
|
||||
Net cash used in investing activities
|
(1,476,287
|
)
|
|
(736,025
|
)
|
|
(86,683
|
)
|
|
(2,127,248
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Net proceeds from (repayments of) settlement lines of credit
|
70,783
|
|
|
221,532
|
|
|
20,582
|
|
|
(206,009
|
)
|
||||
Proceeds from long-term debt
|
2,774,214
|
|
|
1,994,324
|
|
|
1,299,000
|
|
|
6,078,230
|
|
||||
Repayments of long-term debt
|
(2,304,314
|
)
|
|
(1,781,541
|
)
|
|
(1,381,161
|
)
|
|
(3,691,608
|
)
|
||||
Payment of debt issuance costs
|
(16,345
|
)
|
|
(9,520
|
)
|
|
(9,279
|
)
|
|
(63,382
|
)
|
||||
Repurchase of common stock
|
(208,198
|
)
|
|
(34,811
|
)
|
|
(178,165
|
)
|
|
(135,954
|
)
|
||||
Proceeds from stock issued under share-based compensation plans
|
14,318
|
|
|
10,115
|
|
|
6,093
|
|
|
8,480
|
|
||||
Common stock repurchased - share-based compensation plans
|
(31,510
|
)
|
|
(31,761
|
)
|
|
(20,390
|
)
|
|
(12,236
|
)
|
||||
Purchase of subsidiary shares from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,550
|
)
|
||||
Proceeds from sale of subsidiary shares to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
16,374
|
|
||||
Distributions to noncontrolling interests
|
(5,686
|
)
|
|
(9,301
|
)
|
|
(12,365
|
)
|
|
(23,308
|
)
|
||||
Dividends paid
|
(6,332
|
)
|
|
(6,732
|
)
|
|
(3,069
|
)
|
|
(5,439
|
)
|
||||
Net cash provided by (used in) financing activities
|
286,930
|
|
|
352,305
|
|
|
(278,754
|
)
|
|
1,957,598
|
|
||||
Effect of exchange rate changes on cash
|
(41,702
|
)
|
|
44,408
|
|
|
(32,338
|
)
|
|
(29,251
|
)
|
||||
Increase (decrease) in cash and cash equivalents
|
(124,977
|
)
|
|
173,076
|
|
|
118,051
|
|
|
393,989
|
|
||||
Cash and cash equivalents, beginning of the period
|
1,335,855
|
|
|
1,162,779
|
|
|
1,044,728
|
|
|
650,739
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
1,210,878
|
|
|
$
|
1,335,855
|
|
|
$
|
1,162,779
|
|
|
$
|
1,044,728
|
|
|
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
|
|
Cumulative effect of adoption of new accounting standards
|
|
|
|
|
50,969
|
|
|
(1,843
|
)
|
|
49,126
|
|
|
|
|
49,126
|
|
|||||||||
Net income
|
|
|
|
|
452,053
|
|
|
|
|
452,053
|
|
|
32,614
|
|
|
484,667
|
|
|||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(125,188
|
)
|
|
(125,188
|
)
|
|
(2,696
|
)
|
|
(127,884
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
988
|
|
|
14,318
|
|
|
|
|
|
|
14,318
|
|
|
|
|
14,318
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(279
|
)
|
|
(32,727
|
)
|
|
|
|
|
|
(32,727
|
)
|
|
|
|
(32,727
|
)
|
|||||||||
Share-based compensation expense
|
|
|
57,826
|
|
|
|
|
|
|
57,826
|
|
|
|
|
57,826
|
|
||||||||||
Distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
(5,686
|
)
|
|
(5,686
|
)
|
||||||||||
Repurchase of common stock
|
(1,927
|
)
|
|
(184,024
|
)
|
|
(28,172
|
)
|
|
|
|
(212,196
|
)
|
|
|
|
(212,196
|
)
|
||||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
(6,332
|
)
|
|
|
|
(6,332
|
)
|
|
|
|
(6,332
|
)
|
||||||||||
Balance at December 31, 2018
|
157,962
|
|
|
$
|
2,235,167
|
|
|
$
|
2,066,415
|
|
|
$
|
(310,175
|
)
|
|
$
|
3,991,407
|
|
|
$
|
194,936
|
|
|
$
|
4,186,343
|
|
|
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
|
|
|
|
|
468,425
|
|
|
|
|
468,425
|
|
|
25,645
|
|
|
494,070
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
|
|
139,573
|
|
|
139,573
|
|
|
13,807
|
|
|
153,380
|
|
|||||||||
Stock issued under share-based compensation plans
|
1,350
|
|
|
10,115
|
|
|
|
|
|
|
10,115
|
|
|
|
|
10,115
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(338
|
)
|
|
(32,006
|
)
|
|
|
|
|
|
(32,006
|
)
|
|
|
|
(32,006
|
)
|
|||||||||
Share-based compensation expense
|
|
|
39,095
|
|
|
|
|
|
|
39,095
|
|
|
|
|
39,095
|
|
||||||||||
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 interests
|
|
|
|
|
|
|
|
|
—
|
|
|
(9,301
|
)
|
|
(9,301
|
)
|
||||||||||
Repurchase of common stock
|
(376
|
)
|
|
(25,787
|
)
|
|
(9,024
|
)
|
|
|
|
(34,811
|
)
|
|
|
|
(34,811
|
)
|
||||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
(6,732
|
)
|
|
|
|
(6,732
|
)
|
|
|
|
(6,732
|
)
|
||||||||||
Balance at December 31, 2017
|
159,180
|
|
|
$
|
2,379,774
|
|
|
$
|
1,597,897
|
|
|
$
|
(183,144
|
)
|
|
$
|
3,794,527
|
|
|
$
|
170,704
|
|
|
$
|
3,965,231
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2016
|
154,422
|
|
|
$
|
1,976,715
|
|
|
$
|
1,015,811
|
|
|
$
|
(246,050
|
)
|
|
$
|
2,746,476
|
|
|
$
|
130,928
|
|
|
$
|
2,877,404
|
|
Net income
|
|
|
|
|
|
|
124,931
|
|
|
|
|
|
124,931
|
|
|
12,752
|
|
|
137,683
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(76,667
|
)
|
|
(76,667
|
)
|
|
(8,417
|
)
|
|
(85,084
|
)
|
||||||
Stock issued under share-based compensation plans
|
549
|
|
|
6,093
|
|
|
|
|
|
|
|
|
6,093
|
|
|
|
|
|
6,093
|
|
||||||
Common stock repurchased - share-based compensation plans
|
(267
|
)
|
|
(20,532
|
)
|
|
|
|
|
|
|
|
(20,532
|
)
|
|
|
|
|
(20,532
|
)
|
||||||
Tax benefit from share-based compensation plans
|
|
|
13,017
|
|
|
|
|
|
|
|
|
13,017
|
|
|
|
|
|
13,017
|
|
|||||||
Share-based compensation expense
|
|
|
18,707
|
|
|
|
|
|
|
|
|
18,707
|
|
|
|
|
|
18,707
|
|
|||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
|
|
|
|
|
|
|
|
|
|
25,653
|
|
|
25,653
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,365
|
)
|
|
(12,365
|
)
|
||||||
Repurchase of common stock
|
(2,518
|
)
|
|
(177,722
|
)
|
|
(443
|
)
|
|
|
|
|
(178,165
|
)
|
|
|
|
|
(178,165
|
)
|
||||||
Dividends paid ($0.02 per share)
|
|
|
|
|
|
|
(3,069
|
)
|
|
|
|
|
(3,069
|
)
|
|
|
|
|
(3,069
|
)
|
||||||
Balance at December 31, 2016
|
152,186
|
|
|
$
|
1,816,278
|
|
|
$
|
1,137,230
|
|
|
$
|
(322,717
|
)
|
|
$
|
2,630,791
|
|
|
$
|
148,551
|
|
|
$
|
2,779,342
|
|
|
Number of Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Global Payments Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||
Balance at May 31, 2015
|
130,558
|
|
|
$
|
148,742
|
|
|
$
|
795,226
|
|
|
$
|
(185,992
|
)
|
|
$
|
757,976
|
|
|
$
|
105,577
|
|
|
$
|
863,553
|
|
Net income
|
|
|
|
|
271,666
|
|
|
|
|
271,666
|
|
|
18,551
|
|
|
290,217
|
|
|||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
(60,058
|
)
|
|
(60,058
|
)
|
|
471
|
|
|
(59,587
|
)
|
|||||||||
Stock issued under share-based compensation plans
|
591
|
|
|
8,480
|
|
|
|
|
|
|
8,480
|
|
|
|
|
8,480
|
|
|||||||||
Common stock repurchased - share-based compensation plans
|
(220
|
)
|
|
(12,193
|
)
|
|
|
|
|
|
(12,193
|
)
|
|
|
|
(12,193
|
)
|
|||||||||
Tax benefit from share-based compensation plans
|
|
|
7,889
|
|
|
|
|
|
|
7,889
|
|
|
|
|
7,889
|
|
||||||||||
Share-based compensation expense
|
|
|
30,809
|
|
|
|
|
|
|
30,809
|
|
|
|
|
30,809
|
|
||||||||||
Issuance of common stock in connection with a business combination
|
25,645
|
|
|
1,879,458
|
|
|
|
|
|
|
1,879,458
|
|
|
|
|
1,879,458
|
|
|||||||||
Purchase of subsidiary shares from noncontrolling interest
|
|
|
(11
|
)
|
|
|
|
|
|
(11
|
)
|
|
(7,539
|
)
|
|
(7,550
|
)
|
|||||||||
Sale of subsidiary shares to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
16,374
|
|
|
16,374
|
|
|||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(23,308
|
)
|
|
(23,308
|
)
|
|||||||||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination
|
|
|
3,853
|
|
|
|
|
|
|
3,853
|
|
|
20,802
|
|
|
24,655
|
|
|||||||||
Repurchase of common stock
|
(2,152
|
)
|
|
(90,312
|
)
|
|
(45,642
|
)
|
|
|
|
(135,954
|
)
|
|
|
|
(135,954
|
)
|
||||||||
Dividends paid ($0.04 per share)
|
|
|
|
|
|
(5,439
|
)
|
|
|
|
(5,439
|
)
|
|
|
|
(5,439
|
)
|
|||||||||
Balance at May 31, 2016
|
154,422
|
|
|
$
|
1,976,715
|
|
|
$
|
1,015,811
|
|
|
$
|
(246,050
|
)
|
|
$
|
2,746,476
|
|
|
$
|
130,928
|
|
|
$
|
2,877,404
|
|
|
Years Ended December 31,
|
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||
|
|
|
|
|
|
|
|
||||
|
(in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
||||
Basic weighted-average number of shares outstanding
|
158,672
|
|
|
154,652
|
|
|
153,342
|
|
|
132,284
|
|
Plus: Dilutive effect of stock options and other share-based awards
|
599
|
|
|
876
|
|
|
889
|
|
|
883
|
|
Diluted weighted-average number of shares outstanding
|
159,271
|
|
|
155,528
|
|
|
154,231
|
|
|
133,167
|
|
Cash and cash equivalents
|
|
$
|
7,540
|
|
Property and equipment
|
|
5,943
|
|
|
Identified intangible assets
|
|
188,294
|
|
|
Other assets
|
|
22,278
|
|
|
Deferred income taxes
|
|
(48,448
|
)
|
|
Other liabilities
|
|
(31,250
|
)
|
|
Total identifiable net assets
|
|
144,357
|
|
|
Goodwill
|
|
264,844
|
|
|
Total purchase consideration
|
|
$
|
409,201
|
|
|
Estimated Fair Values
|
|
Weighted-Average Estimated Amortization Periods
|
||
|
|
|
|
||
|
(in thousands)
|
|
(years)
|
||
Customer-related intangible assets
|
$
|
104,900
|
|
|
14
|
Acquired technologies
|
65,312
|
|
|
6
|
|
Trademarks and trade names
|
11,202
|
|
|
5
|
|
Covenants-not-to-compete
|
6,880
|
|
|
5
|
|
Total estimated acquired intangible assets
|
$
|
188,294
|
|
|
10
|
Cash and cash equivalents
|
|
$
|
7,657
|
|
Property and equipment
|
|
5,672
|
|
|
Identified intangible assets
|
|
419,500
|
|
|
Other assets
|
|
11,958
|
|
|
Deferred income taxes
|
|
(98,979
|
)
|
|
Other liabilities
|
|
(15,624
|
)
|
|
Total identifiable net assets
|
|
330,184
|
|
|
Goodwill
|
|
376,701
|
|
|
Total purchase consideration
|
|
$
|
706,885
|
|
|
Estimated Fair Values
|
|
Weighted-Average Estimated Amortization Periods
|
||
|
|
|
|
||
|
(in thousands)
|
|
(years)
|
||
Customer-related intangible assets
|
$
|
303,100
|
|
|
11
|
Acquired technologies
|
83,700
|
|
|
5
|
|
Trademarks and trade names
|
32,700
|
|
|
15
|
|
Total estimated acquired intangible assets
|
$
|
419,500
|
|
|
10
|
Cash consideration paid to ACTIVE Network stockholders
|
|
$
|
599,497
|
|
Fair value of Global Payments common stock issued to ACTIVE Network stockholders
|
|
572,079
|
|
|
Total purchase consideration
|
|
$
|
1,171,576
|
|
|
Provisional at December 31, 2017
|
|
Measurement- Period Adjustments
|
|
Final
|
||||||
|
|
|
|
|
|
||||||
|
(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 technologies
|
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
|
Cash consideration paid to Heartland stockholders
|
|
$
|
2,043,362
|
|
Fair value of Global Payments common stock issued to Heartland stockholders
|
|
1,879,458
|
|
|
Total purchase consideration
|
|
$
|
3,922,820
|
|
|
Provisional at December 31, 2016
|
|
Measurement- Period Adjustments
|
|
Final
|
||||||
|
|
|
|
|
|
||||||
|
(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
|
|
|
Estimated Fair Values
|
|
Weighted-Average Estimated Amortization Periods
|
||
|
|
|
|
||
|
(in thousands)
|
|
(years)
|
||
Customer-related intangible assets
|
$
|
977,400
|
|
|
15
|
Acquired technologies
|
457,000
|
|
|
5
|
|
Trademarks and trade names
|
176,000
|
|
|
7
|
|
Covenants-not-to-compete
|
28,640
|
|
|
1
|
|
Total estimated acquired intangible assets
|
$
|
1,639,040
|
|
|
11
|
Customer-related intangible assets
|
|
$
|
143,400
|
|
Liabilities
|
|
(150
|
)
|
|
Total identifiable net assets
|
|
143,250
|
|
|
Goodwill
|
|
94,250
|
|
|
Total purchase consideration
|
|
$
|
237,500
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Direct:
|
|
|
|
|
|
|
|
|
|||||||
Relationship-led
|
$
|
1,035,143
|
|
|
$
|
404,083
|
|
|
$
|
123,726
|
|
|
$
|
1,562,952
|
|
Technology-enabled
|
1,207,278
|
|
|
206,847
|
|
|
109,426
|
|
|
1,523,551
|
|
||||
|
2,242,421
|
|
|
610,930
|
|
|
233,152
|
|
|
3,086,503
|
|
||||
Wholesale
|
279,863
|
|
|
—
|
|
|
—
|
|
|
279,863
|
|
||||
|
$
|
2,522,284
|
|
|
$
|
610,930
|
|
|
$
|
233,152
|
|
|
$
|
3,366,366
|
|
•
|
Interchange reimbursement
. Our receivable from merchants for the portion of the discount fee related to reimbursement of the interchange fee.
|
•
|
Receivable from Members.
Our receivable from the Members for transactions in which we have advanced funding to the Members to fund merchants in advance of receipt of funding from networks.
|
•
|
Receivable from networks
. Our receivable from a payment network for transactions processed on behalf of merchants where we are a direct member of that particular network.
|
•
|
Exception items
. Items such as customer chargeback amounts received from merchants.
|
•
|
Merchant Reserves
. Reserves held to minimize contingent liabilities associated with losses that may occur under the merchant agreement.
|
•
|
Liability to Members
. Our liability to the Members for transactions for which funding from the payment network has been received by the Members but merchants have not yet been funded.
|
•
|
Liability to merchants
. Our liability to merchants for transactions that have been processed but not yet funded where we are a direct member of a particular payment network.
|
•
|
Reserve for operating losses and sales allowances
. Our reserve for allowances, charges or losses that we do not expect to collect from the merchants due to concessions, merchant fraud, insolvency, bankruptcy or any other merchant-related reason.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Settlement processing assets:
|
|
|
|
||||
Interchange reimbursement
|
$
|
154,978
|
|
|
$
|
304,964
|
|
Receivable from Members
|
228,107
|
|
|
104,339
|
|
||
Receivable from networks
|
1,221,060
|
|
|
2,055,390
|
|
||
Exception items
|
7,636
|
|
|
7,867
|
|
||
Merchant Reserves
|
(11,559
|
)
|
|
(13,268
|
)
|
||
|
$
|
1,600,222
|
|
|
$
|
2,459,292
|
|
|
|
|
|
||||
Settlement processing liabilities:
|
|
|
|
||||
Interchange reimbursement
|
$
|
193,235
|
|
|
$
|
72,053
|
|
Liability to Members
|
(182,450
|
)
|
|
(20,369
|
)
|
||
Liability to merchants
|
(1,144,249
|
)
|
|
(1,961,107
|
)
|
||
Exception items
|
7,146
|
|
|
6,863
|
|
||
Merchant Reserves
|
(145,826
|
)
|
|
(133,907
|
)
|
||
Reserve for operating losses and sales allowances
|
(4,212
|
)
|
|
(4,042
|
)
|
||
|
$
|
(1,276,356
|
)
|
|
$
|
(2,040,509
|
)
|
|
Range of Depreciable Lives
|
|
|
||||||
|
(Years)
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
|
|
|
(in thousands)
|
||||||
Land
|
|
|
$
|
3,518
|
|
|
$
|
2,742
|
|
Buildings
|
25-30
|
|
27,179
|
|
|
29,309
|
|
||
Equipment
|
2-20
|
|
337,589
|
|
|
280,774
|
|
||
Software
|
2-10
|
|
539,879
|
|
|
411,975
|
|
||
Leasehold improvements
|
3-15
|
|
73,298
|
|
|
63,154
|
|
||
Furniture and fixtures
|
3-7
|
|
45,346
|
|
|
24,054
|
|
||
|
|
|
1,026,809
|
|
|
812,008
|
|
||
Less accumulated depreciation and amortization
|
|
|
(503,827
|
)
|
|
(314,336
|
)
|
||
Work-in-progress
|
|
|
130,560
|
|
|
90,676
|
|
||
|
|
|
$
|
653,542
|
|
|
$
|
588,348
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Goodwill
|
$
|
6,341,355
|
|
|
$
|
5,703,992
|
|
Other intangible assets:
|
|
|
|
||||
Customer-related intangible assets
|
$
|
2,486,217
|
|
|
$
|
2,078,891
|
|
Acquired technologies
|
896,701
|
|
|
722,466
|
|
||
Trademarks and trade names
|
289,588
|
|
|
247,688
|
|
||
Contract-based intangible assets
|
178,391
|
|
|
171,522
|
|
||
|
3,850,897
|
|
|
3,220,567
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Customer-related intangible assets
|
860,715
|
|
|
685,869
|
|
||
Acquired technologies
|
351,170
|
|
|
210,063
|
|
||
Trademarks and trade names
|
83,234
|
|
|
50,849
|
|
||
Contract-based intangible assets
|
67,160
|
|
|
92,079
|
|
||
|
1,362,279
|
|
|
1,038,860
|
|
||
|
$
|
2,488,618
|
|
|
$
|
2,181,707
|
|
|
North America
|
|
Europe
|
|
Asia-Pacific
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at May 31, 2015
|
$
|
779,734
|
|
|
$
|
485,921
|
|
|
$
|
226,178
|
|
|
$
|
1,491,833
|
|
Goodwill acquired
|
3,318,768
|
|
|
—
|
|
|
53,402
|
|
|
3,372,170
|
|
||||
Effect of foreign currency translation
|
(3,872
|
)
|
|
(13,737
|
)
|
|
(15,397
|
)
|
|
(33,006
|
)
|
||||
Measurement-period adjustments
|
(8,200
|
)
|
|
(411
|
)
|
|
7,019
|
|
|
(1,592
|
)
|
||||
Balance at May 31, 2016
|
4,086,430
|
|
|
471,773
|
|
|
271,202
|
|
|
4,829,405
|
|
||||
Goodwill acquired
|
—
|
|
|
28,820
|
|
|
—
|
|
|
28,820
|
|
||||
Effect of foreign currency translation
|
(1,911
|
)
|
|
(45,265
|
)
|
|
(2,160
|
)
|
|
(49,336
|
)
|
||||
Measurement-period adjustments
|
(1,267
|
)
|
|
(28
|
)
|
|
—
|
|
|
(1,295
|
)
|
||||
Balance at December 31, 2016
|
4,083,252
|
|
|
455,300
|
|
|
269,042
|
|
|
4,807,594
|
|
||||
Goodwill acquired
|
784,668
|
|
|
—
|
|
|
—
|
|
|
784,668
|
|
||||
Effect of foreign currency translation
|
5,060
|
|
|
57,838
|
|
|
18,291
|
|
|
81,189
|
|
||||
Measurement-period adjustments
|
23,511
|
|
|
—
|
|
|
7,030
|
|
|
30,541
|
|
||||
Balance at December 31, 2017
|
4,896,491
|
|
|
513,138
|
|
|
294,363
|
|
|
5,703,992
|
|
||||
Goodwill acquired
|
641,483
|
|
|
—
|
|
|
57,387
|
|
|
698,870
|
|
||||
Effect of foreign currency translation
|
(7,463
|
)
|
|
(28,377
|
)
|
|
(25,243
|
)
|
|
(61,083
|
)
|
||||
Measurement-period adjustments
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
||||
Balance at December 31, 2018
|
$
|
5,530,087
|
|
|
$
|
484,761
|
|
|
$
|
326,507
|
|
|
$
|
6,341,355
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Credit Facility:
|
|
|
|
||||
Term loans (face amounts of $4,463,643 and $3,932,677 at December 31, 2018 and 2017, respectively, less unamortized debt issuance costs of $37,400 and $37,961 at December 31, 2018 and 2017, respectively)
|
$
|
4,426,243
|
|
|
$
|
3,894,716
|
|
Revolving Credit Facility
|
704,000
|
|
|
765,000
|
|
||
Total long-term debt
|
5,130,243
|
|
|
4,659,716
|
|
||
Less current portion of Credit Facility (face amounts of $124,176 and $108,979 at December 31, 2018 and 2017, respectively, less unamortized debt issuance costs of $9,101 and $8,671 at December 31, 2018 and 2017, respectively)
|
115,075
|
|
|
100,308
|
|
||
Long-term debt, excluding current portion
|
$
|
5,015,168
|
|
|
$
|
4,559,408
|
|
|
|
|
|
Weighted-Average Fixed Rate of Interest at
|
|
Range of Maturity Dates at
|
|
Fair Values at December 31,
|
||||||
Derivative Financial Instruments
|
|
Balance Sheet Location
|
|
December 31, 2018
|
|
December 31, 2018
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Interest rate swaps (Notional of $750 million at December 31, 2018)
|
|
Prepaid expenses and other current assets
|
|
1.54%
|
|
February 28, 2019 - December 31, 2019
|
|
$
|
3,200
|
|
|
$
|
—
|
|
Interest rate swaps (Notional of $550 million and $1,300 million at December 31, 2018 and 2017, respectively)
|
|
Other noncurrent assets
|
|
1.65%
|
|
July 31, 2020 - March 31, 2021
|
|
$
|
8,256
|
|
|
$
|
9,202
|
|
Interest rate swaps (Notional of $950 million at December 31, 2018)
|
|
Accounts payable and accrued liabilities
|
|
2.82%
|
|
December 31, 2022
|
|
$
|
14,601
|
|
|
$
|
—
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Amount of unrealized gains (losses) recognized in other comprehensive income (loss)
|
$
|
(7,553
|
)
|
|
$
|
4,549
|
|
|
$
|
5,532
|
|
|
$
|
(12,859
|
)
|
Amount of unrealized (gains) losses reclassified out of other comprehensive income (loss) to interest expense
|
$
|
(4,792
|
)
|
|
$
|
5,673
|
|
|
$
|
4,222
|
|
|
$
|
8,240
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Customer deposits
|
$
|
406,117
|
|
|
$
|
397,085
|
|
Contract liabilities
(1)
|
146,947
|
|
|
101,029
|
|
||
Compensation and benefits
|
117,739
|
|
|
102,187
|
|
||
Payment network fees
|
96,495
|
|
|
97,304
|
|
||
Trade accounts payable
|
76,229
|
|
|
47,391
|
|
||
Income taxes payable
(2)
|
51,108
|
|
|
35,405
|
|
||
Commissions payable to third parties
|
24,998
|
|
|
35,855
|
|
||
Third-party processing fees
|
24,987
|
|
|
24,267
|
|
||
Unclaimed property
|
24,369
|
|
|
26,468
|
|
||
Current portion of accrued buyout liability
(3)
|
14,011
|
|
|
20,739
|
|
||
Other
|
193,703
|
|
|
151,877
|
|
||
|
$
|
1,176,703
|
|
|
$
|
1,039,607
|
|
|
Year Ended
December 31,
|
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(20,984
|
)
|
|
$
|
79,903
|
|
|
$
|
22,859
|
|
|
$
|
26,493
|
|
State
|
21,122
|
|
|
3,468
|
|
|
3,443
|
|
|
5,454
|
|
||||
Foreign
|
79,320
|
|
|
67,851
|
|
|
42,681
|
|
|
56,689
|
|
||||
|
79,458
|
|
|
151,222
|
|
|
68,983
|
|
|
88,636
|
|
||||
Deferred income tax provision (benefit):
|
|
|
|
|
|
|
|
||||||||
Federal
|
(8,760
|
)
|
|
(266,869
|
)
|
|
(36,447
|
)
|
|
(18,205
|
)
|
||||
State
|
(1,684
|
)
|
|
9,678
|
|
|
(1,842
|
)
|
|
(3,620
|
)
|
||||
Foreign
|
8,474
|
|
|
4,582
|
|
|
4,967
|
|
|
3,884
|
|
||||
|
(1,970
|
)
|
|
(252,609
|
)
|
|
(33,322
|
)
|
|
(17,941
|
)
|
||||
|
$
|
77,488
|
|
|
$
|
(101,387
|
)
|
|
$
|
35,661
|
|
|
$
|
70,695
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
United States
|
$
|
131,067
|
|
|
$
|
29,692
|
|
|
$
|
(55,279
|
)
|
|
$
|
59,876
|
|
Foreign
|
431,089
|
|
|
362,991
|
|
|
228,623
|
|
|
301,036
|
|
||||
|
$
|
562,156
|
|
|
$
|
392,683
|
|
|
$
|
173,344
|
|
|
$
|
360,912
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||
Federal U.S. statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
2.7
|
|
|
1.9
|
|
|
0.6
|
|
|
0.4
|
|
Foreign income taxes (primarily U.K.)
|
(0.5
|
)
|
|
(12.0
|
)
|
|
(12.6
|
)
|
|
(10.1
|
)
|
Foreign interest income not subject to tax
|
(1.7
|
)
|
|
(2.2
|
)
|
|
(2.3
|
)
|
|
(2.6
|
)
|
Federal U.S. transition tax
|
(4.1
|
)
|
|
16.2
|
|
|
—
|
|
|
—
|
|
Federal U.S. rate reduction
|
—
|
|
|
(55.6
|
)
|
|
—
|
|
|
—
|
|
Other SAB 118 adjustments
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Share-based compensation expense
|
(2.1
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
Foreign-derived intangible income deduction
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Taxes on unremitted earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
Valuation allowance
|
1.4
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
Other
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(0.1
|
)
|
|
0.4
|
|
Effective tax rate
|
13.8
|
%
|
|
(25.8
|
)%
|
|
20.6
|
%
|
|
19.6
|
%
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Basis difference - U.K. business
|
$
|
4,890
|
|
|
$
|
8,961
|
|
Domestic net operating loss carryforwards
|
20,096
|
|
|
17,228
|
|
||
Foreign net operating loss carryforwards
|
10,833
|
|
|
3,819
|
|
||
Share-based compensation expense
|
11,333
|
|
|
7,856
|
|
||
Accrued expenses
|
35,913
|
|
|
34,582
|
|
||
Other
|
16,906
|
|
|
18,502
|
|
||
|
99,971
|
|
|
90,948
|
|
||
Less valuation allowance
|
(23,390
|
)
|
|
(16,550
|
)
|
||
|
76,581
|
|
|
74,398
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
522,636
|
|
|
410,563
|
|
||
Property and equipment
|
102,654
|
|
|
77,481
|
|
||
Other
|
28,188
|
|
|
10,087
|
|
||
|
653,478
|
|
|
498,131
|
|
||
Net deferred income tax liability
|
$
|
(576,897
|
)
|
|
$
|
(423,733
|
)
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Noncurrent deferred income tax asset
|
$
|
8,128
|
|
|
$
|
13,146
|
|
Noncurrent deferred income tax liability
|
(585,025
|
)
|
|
(436,879
|
)
|
||
Net deferred income tax liability
|
$
|
(576,897
|
)
|
|
$
|
(423,733
|
)
|
Balance at May 31, 2015
|
$
|
(3,823
|
)
|
Allowance for foreign income tax credit carryforward
|
(7,140
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
(4,474
|
)
|
|
Allowance for domestic net unrealized capital loss
|
(1,526
|
)
|
|
Release of allowance of domestic capital loss carryforward
|
1,746
|
|
|
Other
|
98
|
|
|
Balance at May 31, 2016
|
(15,119
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
(1,504
|
)
|
|
Release of allowance of domestic net unrealized capital loss
|
12
|
|
|
Balance at December 31, 2016
|
(16,611
|
)
|
|
Allowance for foreign net operating loss carryforwards
|
(6,469
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
(3,793
|
)
|
|
Allowance for state credit carryforwards
|
(685
|
)
|
|
Rate change on domestic net operating loss and capital loss carryforwards
|
3,868
|
|
|
Utilization of foreign income tax credit carryforward
|
7,140
|
|
|
Balance at December 31, 2017
|
(16,550
|
)
|
|
Allowance for foreign net operating loss carryforwards
|
(7,979
|
)
|
|
Allowance for domestic net operating loss carryforwards
|
1,145
|
|
|
Allowance for state credit carryforwards
|
(6
|
)
|
|
Balance at December 31, 2018
|
$
|
(23,390
|
)
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at the beginning of the year
|
$
|
31,218
|
|
|
$
|
17,916
|
|
|
$
|
7,803
|
|
|
$
|
2,559
|
|
Additions based on income tax positions related to the current year
|
—
|
|
|
7,537
|
|
|
4,626
|
|
|
287
|
|
||||
Additions related to acquisition
|
—
|
|
|
13,061
|
|
|
6,149
|
|
|
6,151
|
|
||||
Additions for income tax positions of prior years
|
—
|
|
|
411
|
|
|
247
|
|
|
753
|
|
||||
Effect of foreign currency fluctuations on income tax positions
|
—
|
|
|
27
|
|
|
(3
|
)
|
|
2
|
|
||||
Reductions for income tax positions of prior years
|
(10,021
|
)
|
|
(7,285
|
)
|
|
(906
|
)
|
|
(123
|
)
|
||||
Settlements with income tax authorities
|
—
|
|
|
(449
|
)
|
|
—
|
|
|
(1,826
|
)
|
||||
Balance at the end of the year
|
$
|
21,197
|
|
|
$
|
31,218
|
|
|
$
|
17,916
|
|
|
$
|
7,803
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Share-based compensation expense
|
$
|
57,826
|
|
|
$
|
39,095
|
|
|
$
|
18,707
|
|
|
$
|
30,809
|
|
Income tax benefit
|
$
|
13,038
|
|
|
$
|
13,849
|
|
|
$
|
6,582
|
|
|
$
|
9,879
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value |
|||
|
|
(in thousands)
|
|
|
|||
Unvested at May 31, 2015
|
|
1,848
|
|
|
|
$28.97
|
|
Granted
|
|
461
|
|
|
57.04
|
|
|
Vested
|
|
(633
|
)
|
|
27.55
|
|
|
Forfeited
|
|
(70
|
)
|
|
34.69
|
|
|
Unvested at May 31, 2016
|
|
1,606
|
|
|
37.25
|
|
|
Granted
|
|
348
|
|
|
74.26
|
|
|
Vested
|
|
(639
|
)
|
|
31.38
|
|
|
Forfeited
|
|
(52
|
)
|
|
45.27
|
|
|
Unvested at December 31, 2016
|
|
1,263
|
|
|
49.55
|
|
|
Granted
|
|
899
|
|
|
79.79
|
|
|
Vested
|
|
(858
|
)
|
|
39.26
|
|
|
Forfeited
|
|
(78
|
)
|
|
59.56
|
|
|
Unvested at December 31, 2017
|
|
1,226
|
|
|
78.29
|
|
|
Granted
|
|
650
|
|
|
109.85
|
|
|
Vested
|
|
(722
|
)
|
|
60.08
|
|
|
Forfeited
|
|
(70
|
)
|
|
91.47
|
|
|
Unvested at December 31, 2018
|
|
1,084
|
|
|
|
$108.51
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|||||
Outstanding at May 31, 2015
|
894
|
|
|
|
$25.47
|
|
|
5.2
|
|
|
$23.9
|
|
Granted
|
145
|
|
|
55.92
|
|
|
|
|
|
|||
Forfeited
|
(8
|
)
|
|
16.10
|
|
|
|
|
|
|||
Exercised
|
(220
|
)
|
|
22.46
|
|
|
|
|
9.4
|
|
||
Outstanding at May 31, 2016
|
811
|
|
|
31.81
|
|
|
5.8
|
|
36.8
|
|
||
Granted
|
73
|
|
|
74.66
|
|
|
|
|
|
|||
Forfeited
|
(1
|
)
|
|
22.93
|
|
|
|
|
|
|||
Exercised
|
(124
|
)
|
|
22.26
|
|
|
|
|
6.5
|
|
||
Outstanding at December 31, 2016
|
759
|
|
|
37.51
|
|
|
6.0
|
|
24.5
|
|
||
Granted
|
124
|
|
|
79.45
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(160
|
)
|
|
23.50
|
|
|
|
|
10.1
|
|
||
Outstanding at December 31, 2017
|
723
|
|
|
47.79
|
|
|
6.4
|
|
37.9
|
|
||
Granted
|
103
|
|
|
114.70
|
|
|
|
|
|
|||
Forfeited
|
(22
|
)
|
|
100.38
|
|
|
|
|
|
|||
Exercised
|
(206
|
)
|
|
42.65
|
|
|
|
|
16.5
|
|
||
Outstanding at December 31, 2018
|
598
|
|
|
|
$59.16
|
|
|
6.2
|
|
|
$27.3
|
|
|
|
|
|
|
|
|
|
|||||
Options vested and exercisable at December 31, 2018
|
427
|
|
|
|
$44.34
|
|
|
5.2
|
|
|
$25.1
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||
Risk-free interest rate
|
2.60
|
%
|
|
1.99
|
%
|
|
1.05
|
%
|
|
1.62
|
%
|
Expected volatility
|
29
|
%
|
|
30
|
%
|
|
32
|
%
|
|
29
|
%
|
Dividend yield
|
0.04
|
%
|
|
0.06
|
%
|
|
0.06
|
%
|
|
0.10
|
%
|
Expected term (years)
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Income taxes paid (refunded), net
|
$
|
101,302
|
|
|
$
|
97,002
|
|
|
$
|
(3,680
|
)
|
|
$
|
89,684
|
|
Interest paid
|
$
|
177,525
|
|
|
$
|
154,200
|
|
|
$
|
93,624
|
|
|
$
|
58,730
|
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income attributable to noncontrolling interests
|
$
|
32,614
|
|
|
$
|
25,645
|
|
|
$
|
12,752
|
|
|
$
|
18,551
|
|
Foreign currency translation attributable to noncontrolling interests
|
(2,696
|
)
|
|
13,807
|
|
|
(8,417
|
)
|
|
471
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
$
|
29,918
|
|
|
$
|
39,452
|
|
|
$
|
4,335
|
|
|
$
|
19,022
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains (Losses) on Hedging Activities
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at May 31, 2015
|
$
|
(178,309
|
)
|
|
$
|
(3,874
|
)
|
|
$
|
(3,809
|
)
|
|
$
|
(185,992
|
)
|
Other comprehensive loss
|
(56,329
|
)
|
|
(2,881
|
)
|
|
(848
|
)
|
|
(60,058
|
)
|
||||
Balance at May 31, 2016
|
(234,638
|
)
|
|
(6,755
|
)
|
|
(4,657
|
)
|
|
(246,050
|
)
|
||||
Other comprehensive income (loss)
|
(83,812
|
)
|
|
6,115
|
|
|
1,030
|
|
|
(76,667
|
)
|
||||
Balance at December 31, 2016
|
(318,450
|
)
|
|
(640
|
)
|
|
(3,627
|
)
|
|
(322,717
|
)
|
||||
Other comprehensive income (loss)
|
132,594
|
|
|
7,639
|
|
|
(660
|
)
|
|
139,573
|
|
||||
Balance at December 31, 2017
|
(185,856
|
)
|
|
6,999
|
|
|
(4,287
|
)
|
|
(183,144
|
)
|
||||
Cumulative effect of adoption of new accounting standards
|
(1,843
|
)
|
|
—
|
|
|
—
|
|
|
(1,843
|
)
|
||||
Other comprehensive income (loss)
|
(116,575
|
)
|
|
(9,373
|
)
|
|
760
|
|
|
(125,188
|
)
|
||||
Balance at December 31, 2018
|
$
|
(304,274
|
)
|
|
$
|
(2,374
|
)
|
|
$
|
(3,527
|
)
|
|
$
|
(310,175
|
)
|
|
Year Ended
December 31, |
|
Seven Months
Ended December 31, |
|
Year Ended
May 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenues
(1)(2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
2,522,284
|
|
|
$
|
2,929,522
|
|
|
$
|
1,650,616
|
|
|
$
|
2,052,623
|
|
Europe
|
610,930
|
|
|
767,524
|
|
|
403,823
|
|
|
631,900
|
|
||||
Asia-Pacific
|
233,152
|
|
|
278,117
|
|
|
148,457
|
|
|
213,627
|
|
||||
Consolidated revenues
|
$
|
3,366,366
|
|
|
$
|
3,975,163
|
|
|
$
|
2,202,896
|
|
|
$
|
2,898,150
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
(2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
570,630
|
|
|
$
|
457,009
|
|
|
$
|
233,850
|
|
|
$
|
307,626
|
|
Europe
|
318,392
|
|
|
272,769
|
|
|
145,767
|
|
|
244,837
|
|
||||
Asia-Pacific
|
93,402
|
|
|
81,273
|
|
|
37,530
|
|
|
50,743
|
|
||||
Corporate
(2)
|
(245,369
|
)
|
|
(252,183
|
)
|
|
(179,196
|
)
|
|
(178,262
|
)
|
||||
Consolidated operating income
|
$
|
737,055
|
|
|
$
|
558,868
|
|
|
$
|
237,951
|
|
|
$
|
424,944
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(2)
:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
444,182
|
|
|
$
|
379,953
|
|
|
$
|
208,198
|
|
|
$
|
128,618
|
|
Europe
|
46,007
|
|
|
46,928
|
|
|
26,178
|
|
|
40,194
|
|
||||
Asia-Pacific
|
24,935
|
|
|
16,466
|
|
|
10,385
|
|
|
13,935
|
|
||||
Corporate
|
7,689
|
|
|
7,804
|
|
|
2,810
|
|
|
5,134
|
|
||||
Consolidated depreciation and amortization
|
$
|
522,813
|
|
|
$
|
451,151
|
|
|
$
|
247,571
|
|
|
$
|
187,881
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
United States
|
$
|
516,449
|
|
|
$
|
451,436
|
|
Foreign countries
|
137,093
|
|
|
136,912
|
|
||
|
$
|
653,542
|
|
|
$
|
588,348
|
|
|
Operating Leases
|
|
Purchase Obligations
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Years ending December 31:
|
|
|
|
||||
2019
|
$
|
50,095
|
|
|
$
|
88,022
|
|
2020
|
47,700
|
|
|
69,878
|
|
||
2021
|
40,035
|
|
|
62,234
|
|
||
2022
|
37,055
|
|
|
25,420
|
|
||
2023
|
33,298
|
|
|
22,909
|
|
||
Thereafter
|
225,225
|
|
|
33,538
|
|
||
Total future minimum payments
(1)
|
$
|
433,408
|
|
|
$
|
302,001
|
|
|
Year Ended
December 31,
|
|
Seven Months
Ended
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Revenues
|
$
|
3,370,976
|
|
|
$
|
1,730,070
|
|
Operating expenses:
|
|
|
|
||||
Cost of service
|
1,603,532
|
|
|
638,700
|
|
||
Selling, general and administrative
|
1,411,096
|
|
|
784,823
|
|
||
|
3,014,628
|
|
|
1,423,523
|
|
||
|
|
|
|
|
|||
Operating income
|
356,348
|
|
|
306,547
|
|
||
|
|
|
|
||||
Interest and other income
|
46,780
|
|
|
2,886
|
|
||
Interest and other expense
|
(146,156
|
)
|
|
(32,149
|
)
|
||
|
(99,376
|
)
|
|
(29,263
|
)
|
||
|
|
|
|
||||
Income before income taxes
|
256,972
|
|
|
277,284
|
|
||
Provision for income taxes
|
(36,267
|
)
|
|
(70,089
|
)
|
||
Net income
|
220,705
|
|
|
207,195
|
|
||
Less: Net income attributable to noncontrolling interests
|
(18,952
|
)
|
|
(12,351
|
)
|
||
Net income attributable to Global Payments
|
$
|
201,753
|
|
|
$
|
194,844
|
|
|
|
|
|
||||
Earnings per share attributable to Global Payments:
|
|
|
|
||||
Basic earnings per share
|
$
|
1.38
|
|
|
$
|
1.50
|
|
Diluted earnings per share
|
$
|
1.37
|
|
|
$
|
1.49
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
794,977
|
|
|
$
|
833,164
|
|
|
$
|
857,670
|
|
|
$
|
880,555
|
|
Operating income
|
156,170
|
|
|
190,737
|
|
|
223,162
|
|
|
166,986
|
|
||||
Net income
|
97,586
|
|
|
117,729
|
|
|
186,029
|
|
|
83,323
|
|
||||
Net income attributable to Global Payments
|
91,399
|
|
|
109,069
|
|
|
176,370
|
|
|
75,215
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.57
|
|
|
0.69
|
|
|
1.12
|
|
|
0.48
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.57
|
|
|
0.68
|
|
|
1.11
|
|
|
0.47
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
919,762
|
|
|
$
|
962,240
|
|
|
$
|
1,038,907
|
|
|
$
|
1,054,253
|
|
Operating income
|
104,970
|
|
|
131,852
|
|
|
172,471
|
|
|
149,575
|
|
||||
Net income
|
52,959
|
|
|
72,443
|
|
|
118,362
|
|
|
250,305
|
|
||||
Net income attributable to Global Payments
|
48,813
|
|
|
66,909
|
|
|
110,740
|
|
|
241,962
|
|
||||
Basic earnings per share attributable to Global Payments
|
0.32
|
|
|
0.44
|
|
|
0.72
|
|
|
1.52
|
|
||||
Diluted earnings per share attributable to Global Payments
|
0.32
|
|
|
0.44
|
|
|
0.71
|
|
|
1.51
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||||
Description
|
|
Balance at
Beginning of Period
|
|
Additions: Charged to
Costs and
Expenses
|
|
Deductions: Uncollectible
Accounts
Write-Offs
(Recoveries)
|
|
Balance at
End
of Period
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2016
|
|
$
|
468
|
|
|
$
|
515
|
|
|
$
|
630
|
|
|
$
|
353
|
|
December 31, 2016
(1)
|
|
353
|
|
|
4,283
|
|
|
3,544
|
|
|
1,092
|
|
||||
December 31, 2017
|
|
1,092
|
|
|
6,113
|
|
|
5,378
|
|
|
1,827
|
|
||||
December 31, 2018
|
|
$
|
1,827
|
|
|
$
|
10,430
|
|
|
$
|
9,093
|
|
|
$
|
3,164
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for operating losses-merchant card processing
(2)
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2016
|
|
$
|
1,286
|
|
|
$
|
3,729
|
|
|
$
|
2,555
|
|
|
$
|
2,460
|
|
December 31, 2016
(1)
|
|
2,460
|
|
|
4,629
|
|
|
4,810
|
|
|
2,279
|
|
||||
December 31, 2017
|
|
2,279
|
|
|
14,893
|
|
|
13,712
|
|
|
3,460
|
|
||||
December 31, 2018
|
|
$
|
3,460
|
|
|
$
|
16,068
|
|
|
$
|
16,740
|
|
|
$
|
2,788
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for sales allowances-merchant card processing
(2)
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2016
|
|
$
|
4,929
|
|
|
$
|
3,571
|
|
|
$
|
7,450
|
|
|
$
|
1,050
|
|
December 31, 2016
(1)
|
|
1,050
|
|
|
2,637
|
|
|
3,027
|
|
|
660
|
|
||||
December 31, 2017
|
|
660
|
|
|
3,874
|
|
|
3,954
|
|
|
580
|
|
||||
December 31, 2018
|
|
$
|
580
|
|
|
$
|
6,244
|
|
|
$
|
5,400
|
|
|
$
|
1,424
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for operating losses-check guarantee processing
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2016
|
|
$
|
2,684
|
|
|
$
|
22,827
|
|
|
$
|
20,643
|
|
|
$
|
4,868
|
|
December 31, 2016
(1)
|
|
4,868
|
|
|
15,204
|
|
|
14,286
|
|
|
5,786
|
|
||||
December 31, 2017
|
|
5,786
|
|
|
28,064
|
|
|
28,112
|
|
|
5,738
|
|
||||
December 31, 2018
|
|
$
|
5,738
|
|
|
$
|
19,314
|
|
|
$
|
19,987
|
|
|
$
|
5,065
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred income tax asset valuation allowance
|
|
|
|
|
|
|
|
|
||||||||
May 31, 2016
|
|
$
|
3,823
|
|
|
$
|
11,296
|
|
|
$
|
—
|
|
|
$
|
15,119
|
|
December 31, 2016
(1)
|
|
15,119
|
|
|
1,492
|
|
|
—
|
|
|
16,611
|
|
||||
December 31, 2017
|
|
16,611
|
|
|
7,079
|
|
|
7,140
|
|
|
16,550
|
|
||||
December 31, 2018
|
|
$
|
16,550
|
|
|
$
|
6,840
|
|
|
$
|
—
|
|
|
$
|
23,390
|
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise
price of outstanding options, warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
597,669
|
|
|
$
|
59.16
|
|
|
12,883,324
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
597,669
|
|
|
$
|
59.16
|
|
|
12,883,324
|
|
|
Page
Number
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the years ended December 31, 2018 and 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018 and 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016
|
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016
|
|
Notes to Consolidated Financial Statements
|
|
Page Number
|
Schedule II, Valuation and Qualifying Accounts
|
Exhibit No.
|
Description
|
2.1++
|
|
2.2++
|
|
2.3++
|
|
2.4++
|
|
3.1
|
|
3.2
|
4.1
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7*
|
|
10.8
|
|
10.9+
|
|
10.10+
|
|
10.11+
|
|
10.12+
|
|
10.13+
|
|
10.14+
|
|
10.15+
|
|
10.16+
|
|
10.17+
|
|
10.18+
|
|
10.19+
|
10.20+
|
|
10.21+
|
|
10.22+
|
|
10.23+
|
|
10.24+
|
|
10.25+
|
|
10.26+
|
|
10.27+
|
|
10.28+
|
|
10.29+
|
|
10.30+
|
|
10.31+
|
|
10.32+
|
|
10.33+
|
|
10.34+
|
|
10.35+
|
|
10.36+
|
|
10.37+
|
|
10.38+
|
|
10.39+
|
|
10.40+
|
|
21.1*
|
|
23.1*
|
|
24.1*
|
|
31.1*
|
31.2*
|
|
32.1*
|
|
101.1*
|
The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to Consolidated Financial Statements.
|
|
Page
Number
|
Index to Exhibits
|
GLOBAL PAYMENTS INC.
|
|
|
|
By:
|
/s/ Jeffrey S. Sloan
|
|
Jeffrey S. Sloan
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
By:
|
/s/ Cameron M. Bready
|
|
Cameron M. Bready
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
By:
|
/s/ David M. Sheffield
|
|
David M. Sheffield
|
|
Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ William I Jacobs *
|
|
Chairman of the Board
|
|
February 21, 2019
|
|
William I Jacobs
|
||||
|
|
|
|
|
|
|
/s/ Robert H.B. Baldwin, Jr.*
|
|
Director
|
|
February 21, 2019
|
|
Robert H.B. Baldwin, Jr.
|
||||
|
|
|
|
|
|
|
/s/ John G. Bruno*
|
|
Director
|
|
February 21, 2019
|
|
John G. Bruno
|
||||
|
|
|
|
|
|
|
/s/ Mitchell L. Hollin*
|
|
Director
|
|
February 21, 2019
|
|
Mitchell L. Hollin
|
||||
|
|
|
|
|
|
|
/s/ Ruth Ann Marshall *
|
|
Director
|
|
February 21, 2019
|
|
Ruth Ann Marshall
|
||||
|
|
|
|
|
|
|
/s/ John M. Partridge *
|
|
Director
|
|
February 21, 2019
|
|
John M. Partridge
|
||||
|
|
|
|
|
|
|
/s/ William B. Plummer *
|
|
Director
|
|
February 21, 2019
|
|
William B. Plummer
|
||||
|
|
|
|
|
|
|
/s/ Alan M. Silberstein *
|
|
Director
|
|
February 21, 2019
|
|
Alan M. Silberstein
|
||||
|
|
|
|
|
|
|
/s/ Jeffrey S. Sloan
|
|
Director
|
|
February 21, 2019
|
|
Jeffrey S. Sloan
|
||||
|
|
|
|
|
|
*By:
|
/s/ Jeffrey S. Sloan
|
|
Attorney-in-fact
|
|
February 21, 2019
|
|
Jeffrey S. Sloan
|
Pricing
Level
|
Net Leverage Ratio
|
Eurocurrency
Rate Loans and Letter of Credit Fees
|
Base
Rate Loans
|
Commitment Fee
|
1
|
< 2.50 to 1.0
|
1.25%
|
0.25%
|
0.20%
|
2
|
>
2.50 to 1.0 or
< 4.25 to 1.0
|
1.50%
|
0.50%
|
0.20%
|
3
|
>
4.25 to 1.0 or
< 5.00 to 1.0
|
1.75%
|
0.75%
|
0.25%
|
4
|
>
5.00 to 1.0
|
2.00%
|
1.00%
|
0.30%
|
Payment Dates
|
Principal Amortization Payment
(% of principal of the Term B-4 Loan)
|
March 31, 2019
|
0.25%
|
June 30, 2019
|
0.25%
|
September 30, 2019
|
0.25%
|
December 31, 2019
|
0.25%
|
March 31, 2020
|
0.25%
|
June 30, 2020
|
0.25%
|
September 30, 2020
|
0.25%
|
December 31, 2020
|
0.25%
|
March 31, 2021
|
0.25%
|
June 30, 2021
|
0.25%
|
September 30, 2021
|
0.25%
|
December 31, 2021
|
0.25%
|
March 31, 2022
|
0.25%
|
June 30, 2022
|
0.25%
|
September 30, 2022
|
0.25%
|
December 31, 2022
|
0.25%
|
March 31, 2023
|
0.25%
|
June 30, 2023
|
0.25%
|
September 30, 2023
|
0.25%
|
December 31, 2023
|
0.25%
|
March 31, 2024
|
0.25%
|
June 30, 2024
|
0.25%
|
September 30, 2024
|
0.25%
|
December 31, 2024
|
0.25%
|
March 31, 2025
|
0.25%
|
June 30, 2025
|
0.25%
|
September 30, 2025
|
0.25%
|
Maturity Date
|
Outstanding Principal Balance
of the Term B-4 Loan
|
By:
|
Global Payments Acquisition Corporation 3, LLC, acting in its capacity as general partner on behalf and for the benefit of GPA PS 3 C.V.
|
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A.,
|
LENDERS:
|
BANK OF AMERICA, N.A.,
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
Shenkman Capital Management, Inc., as its Investment Manager
|
By:
|
Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Bank Loan Fund, a series trust of Multi Manager Global Investment Trust, acting by Highbridge Principal Strategies, LLC as attorney-in-fact, and expressly on the basis that the parties agree they shall not have recourse to the assets of Multi
|
By:
|
Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Loan Fund Series 3, a series trust of Multi Manager Global Investment Trust, acting by HPS Investment Partners, LLC as attorney-in-fact
|
By:
|
Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Loan Fund Series 4, a series trust of Multi Manager Global Investment Trust, acting by HPS Investment Partners, LLC as attorney-in-fact
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
American Money Management Corp., as Collateral Manager
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners, LLC
|
By:
|
Its Collateral Manager CVC Credit Partners
|
By:
|
Ares Management LLC, its Investment Manager
|
By:
|
Ares CLO Management XXIX, L.P., its Asset Manager
|
By:
|
Ares CLO GP XXIX, LLC, its General Partner
|
By:
|
Ares CLO Management LLC, its Asset Manager
|
By:
|
Ares CLO Management XXXIII, L.P., its Asset Manager
|
By:
|
Ares CLO Management LLC, as Asset Manager
|
By:
|
MacKay Shields LLC, solely as Investment Manager and agent
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
Bain Capital Credit, LP, as Portfolio Manager
|
Title:
|
Managing Director, CFO, EMEA BMO Financial Group
|
By:
|
/s/ Jeff Couch
|
Name:
|
Jeff Couch
|
Title:
|
Managing Director
|
By:
|
BlackRock Financial Management, Inc., its Sub-Advisor
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
Wellington Management Company LLP, as its Investment Adviser
|
By:
|
Canyon CLO Advisors LLC, its Collateral Manager
|
By:
|
Canyon CLO Advisors LLC, its Collateral Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
BlackRock Financial Management, Inc., its Sub-Advisor
|
By:
|
Shenkman Capital Management, Inc., as General Partner
|
By:
|
DoubleLine Capital LP, as Investment Advisor
|
By:
|
Credit Suisse Asset Management, LLC, as Investment Manager for CIBC Bank and Trust Company (Cayman) Limited, as trustee of Dynamic Credit Strategy US Floating Rate Income Fund, a series trust of Dynamic Umbrella Fund
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Portfolio Manager
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Portfolio Manager
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Boston Management and Research, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
ArrowMark Colorado Holdings LLC, as Collateral Manager
|
By:
|
325 Fillmore LLC, as Collateral Manager
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
BlackRock Financial Management, Inc.
|
By:
|
BlackRock Financial Management, Inc.
|
By:
|
BlackRock Financial Management, Inc.
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
HPS Investment Partners, LLC, as Investment Manager
|
By:
|
Halcyon Loan Advisors 2014-2 LLC, as Collateral Manager
|
By:
|
Halcyon Loan Advisors 2014-3 LLC, as Collateral Manager
|
By:
|
Halcyon Loan Advisors A LLC, as Collateral Manager
|
By:
|
Halcyon Loan Advisors A LLC, as Collateral Manager
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
HPS Investment Partners, LLC, as Collateral Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
AlphaCredit
|
By:
|
HPS Investment Partners, LLC, as Collateral Manager
|
By:
|
HPS Investment Partners, LLC, as Collateral Manager
|
By:
|
HPS Investment Partners CLO (US), LLC, its Investment Manager
|
By:
|
HPS Investment Partners, LLC, as Collateral Manager
|
By:
|
THL Credit Senior Loan Strategies LLC, as Investment Manager
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Eaton Vance Management, as Investment Advisor
|
By:
|
Apex Credit Partners LLC, as Portfolio Manager
|
By:
|
Apex Credit Partners LLC, as Portfolio Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
DoubleLine Capital LP, as Investment Advisor
|
By:
|
THL Credit Advisors LLC, as Successor Collateral Manager
|
By:
|
THL Credit Advisors LLC, as Successor Collateral Manager
|
By:
|
THL Credit Advisors LLC, as Successor Collateral Manager
|
By:
|
HPS Investment Partners, LLC, its Investment Manager
|
By:
|
Loomis, Sayles & Company, L.P., its Investment Manager
|
By:
|
Loomis, Sayles & Company, Incorporated, its General Partner
|
Title:
|
Vice President, Legal and Compliance Analyst
|
By:
|
Loomis, Sayles & Company, L.P., its Investment Manager
|
By:
|
Loomis, Sayles & Company, Incorporated, its General Partner
|
Title:
|
Vice President, Legal and Compliance Analyst
|
By:
|
Lord, Abbett & Co. LLC, as Investment Manager
|
By:
|
MacKay Shields LLC, as Investment Advisor and not individually
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
BlackRock Financial Management, Inc., its Collateral Manager
|
By:
|
BlackRock Financial Management, Inc., its Collateral Manager
|
By:
|
BlackRock Financial Management, Inc., its Collateral Manager
|
By:
|
BlackRock Financial Management, Inc., its Investment Manager
|
By:
|
BlackRock Financial Management, Inc., its Portfolio Manager
|
By:
|
BlackRock Financial Management, Inc., its Interim Investment Manager
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
MacKay Shields LLC, as Subadvisor and not individually
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
MacKay Shields LLC, as Subadviser and not individually
|
By:
|
Credit Suisse Asset Management, LLC as investment manager for BNY Mellon Trust Company (Cayman) Ltd., the trustee for Matterhorn Loan Trust 2015
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
Oaktree Capital Management, L.P., its Collateral Manager
|
By:
|
Octagon Credit Investors, LLC, as Collateral Manager
|
By:
|
Octagon Credit Investors, LLC, as Collateral Manager
|
By:
|
Octagon Credit Investors, LLC, as Collateral Manager
|
By:
|
Octagon Credit Investors, LLC, as Collateral Manager
|
By:
|
Octagon Credit Investors, LLC, as Investment Manager on behalf of The Bank of New York Trust Company (Cayman) Limited, as Trustee of Octagon Loan Trust 2010
|
By:
|
Octagon Credit Investors, LLC, as Portfolio Manager
|
By:
|
Oak Hill Advisors, L.P., as Portfolio Manager
|
By:
|
Oak Hill Advisors, L.P., as Portfolio Manager
|
By:
|
Oak Hill Advisors, L.P., as Portfolio Manager
|
By:
|
MacKay Shields LLC, as Investment Adviser and not individually
|
By:
|
Och-Ziff Loan Management LP, its portfolio manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its portfolio manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its portfolio manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
OZ CLO Management LLC, its portfolio manager
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its asset manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
Och-Ziff Loan Management LP, its collateral manager
|
By:
|
Och-Ziff Loan Management LLC, its general partner
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
OZ CLO Management LLC, its successor portfolio manager
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
OZ CLO Management LLC, its collateral manager
|
By:
|
/s/ Wayne Cohen
|
Name:
|
Wayne Cohen
|
Title:
|
President and Chief Operating Officer
|
By:
|
/s/ Anar Majmudar
|
Name:
|
Anar Majmudar
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Norman Yang
|
Name:
|
Norman Yang
|
Title:
|
Authorized Signatory
|
By:
|
Eaton Vance Management, as Investment Sub-Advisor
|
By:
|
/s/ Michael Brotthof
|
Name:
|
Michael Brotthof
|
Title:
|
Vice President
|
By:
|
BlackRock Financial Management Inc., its Sub-Advisor
|
By:
|
/s/ Gina Forziati
|
Name:
|
Gina Forziati
|
Title:
|
Authorized Signatory
|
By:
|
Credit Suisse Asset Management, LLC, as Investment Manager
|
By:
|
/s/ Thomas Flannery
|
Name:
|
Thomas Flannery
|
Title:
|
Managing Director
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Pacific Investment Management Company LLC, as its Investment Advisor
|
By:
|
/s/ Arthur Y.D. Ong
|
Name:
|
Arthur Y.D. Ong
|
Title:
|
Executive Vice President
|
By:
|
Wellington Management Company LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Napier Park Global Capital (US) LP, as Attorney-in-Fact
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Regatta Loan Management LLC, its Collateral Manager
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Napier Park Global Capital (US) LP, as Attorney-in-Fact
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Regatta Loan Management LLC, its Collateral Manager
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Regatta Loan Management LLC, its Collateral Manager
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Regatta Loan Management LLC, as Attorney-in-Fact
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Napier Park Global Capital (US) LP, as Attorney-in-Fact
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
Regatta Loan Management LLC, its Collateral Manager
|
By:
|
/s/ Melanie Hanlon
|
Name:
|
Melanie Hanlon
|
Title:
|
Managing Director
|
By:
|
HPS Investment Partners LLC, its Sub-Investment Manager
|
By:
|
/s/ Jamie Donsky
|
Name:
|
Jamie Donsky
|
Title:
|
Senior Vice President
|
By:
|
Shenkman Capital Management, Inc, as Servicer
|
By:
|
/s/ Dov Braun
|
Name:
|
Dov Braun
|
Title:
|
CFO
|
By:
|
Credit Suisse Asset Management, LLC, the investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Rose Hill Senior Loan Fund, a series trust of Credit Suisse Horizon Trust
|
By:
|
/s/ Thomas Flannery
|
Name:
|
Thomas Flannery
|
Title:
|
Managing Director
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, as Investment Manager
|
By:
|
/s/ Jamie R. Fellows
|
Name:
|
Jamie R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
Wellington Management Company LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Boston Management and Research, as Investment Advisor
|
By:
|
/s/ Michael Brotthof
|
Name:
|
Michael Brotthof
|
Title:
|
Vice President
|
By:
|
/s/ Rebecca Zhang
|
Name:
|
Rebecca Zhang
|
Title:
|
Vice President
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Xueying Fernandes
|
Name:
|
Xueying Fernandes
|
Title:
|
Authorized Signatory
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Sound Point Capital Management, LP, as Collateral Manager
|
By:
|
/s/ Alvin Mai
|
Name:
|
Alvin Mai
|
Title:
|
Operations Associate
|
By:
|
Credit Suisse Asset Management, LLC, acting by attorney for G.A.S. (Cayman) Limited, in its capacity as trustee of Stelle HYFI Loan Fund, a series trust of Global Multi Strategy
|
By:
|
/s/ Thomas Flannery
|
Name:
|
Thomas Flannery
|
Title:
|
Managing Director
|
By:
|
THL Credit Senior Loan Strategies LLC, as Manager
|
By:
|
/s/ James R. Fellows
|
Name:
|
James R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
THL Credit Advisors LLC, its Asset Manager
|
By:
|
/s/ James R. Fellows
|
Name:
|
James R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
Wellington Management Company, LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
/s/ Jonathan Hart
|
Name:
|
Jonathan Hart
|
Title:
|
Vice President
|
By:
|
/s/ Gretchen Bergstresser
|
Name:
|
Gretchen Bergstresser
|
Title:
|
Senior Portfolio Manager
|
By:
|
/s/ Gretchen Bergstresser
|
Name:
|
Gretchen Bergstresser
|
Title:
|
Senior Portfolio Manager
|
By:
|
/s/ Shreya Shah
|
Name:
|
Shreya Shah
|
Title:
|
Senior Vice President
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
/s/ Dov Braun
|
Name:
|
Dov Braun
|
Title:
|
CFO
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
/s/ Bernie M. Casey
|
Name:
|
Bernie M. Casey
|
Title:
|
AVP & Senior Credit Analyst
|
By:
|
THL Credit Senior Loan Strategies LLC, as Investment Manager
|
By:
|
/s/ James R. Fellows
|
Name:
|
James R. Fellows
|
Title:
|
Managing Director/Co-Head
|
By:
|
TICP CLO I Management, LLC, its Collateral Manager
|
By:
|
/s/ Daniel Wanek
|
Name:
|
Daniel Wanek
|
Title:
|
Vice President
|
By:
|
TICP CLO VII Management, LLC, its Collateral Manager
|
By:
|
/s/ Daniel Wanek
|
Name:
|
Daniel Wanek
|
Title:
|
Vice President
|
By:
|
/s/ Gibran Mahmud
|
Name:
|
Gibran Mahmud
|
Title:
|
Chief Investment Officer
|
By:
|
/s/ Ken Gorski
|
Name:
|
Ken Gorski
|
Title:
|
Vice President
|
By:
|
/s/ Ian Batt
|
Name:
|
Ian Batt
|
Title:
|
Vice President
|
By:
|
BlackRock Financial Management Inc., its Investment Manager
|
By:
|
/s/ Gina Forziati
|
Name:
|
Gina Forziati
|
Title:
|
Authorized Signatory
|
By:
|
BlackRock Financial Management Inc., its Sub-Advisor
|
By:
|
/s/ Gina Forziati
|
Name:
|
Gina Forziati
|
Title:
|
Authorized Signatory
|
By:
|
Wellington Management Company LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
/s/ Dennis Talley
|
Name:
|
Dennis Talley
|
Title:
|
Portfolio Manager
|
By:
|
Wellfleet Credit Partners, LLC, as Collateral Manager
|
By:
|
/s/ Dennis Talley
|
Name:
|
Dennis Talley
|
Title:
|
Portfolio Manager
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Wellington Management Company, LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
/s/ Brian Buck
|
Name:
|
Brian Buck
|
Title:
|
Managing Director
|
By:
|
Wellington Management Company, LLP, as its Investment Advisor
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
Shenkman Capital Management, Inc., as Investment Manager
|
By:
|
/s/ Dov Braun
|
Name:
|
Dov Braun
|
Title:
|
CFO
|
By:
|
Wellington Management Company, LLP, as its Investment Adviser
|
By:
|
/s/ Donna Sirianni
|
Name:
|
Donna Sirianni
|
Title:
|
Vice President
|
By:
|
BlackRock Financial Management Inc., its Investment Advisor
|
By:
|
/s/ Gina Forziati
|
Name:
|
Gina Forziati
|
Title:
|
Authorized Signatory
|
Lender
|
Term B-4 Loan Commitment
|
Applicable Percentage of Term B-4 Loan Commitment
|
Bank of America, N.A.
|
$500,000,000.00
|
100.000000000%
|
Total:
|
$500,000,000.00
|
100.000000000%
|
NAME
|
JURISDICTION OF ORGANIZATION
|
Comercia Global Payments Entidad de Pago, S.L.
|
Spain
(1)
|
Global Payments Direct, Inc.
|
New York
|
Global Payments Gaming Services, Inc.
|
Illinois
|
GPUK LLP
|
United Kingdom
|
Heartland Payment Systems, LLC
|
Delaware
|
TouchNet Information Systems, Inc.
|
Kansas
|
/s/ William I Jacobs
|
Chairman of the Board
|
William I Jacobs
|
|
|
|
/s/ Robert H.B. Baldwin, Jr.
|
Director
|
Robert H.B. Baldwin, Jr.
|
|
|
|
/s/ John G. Bruno
|
Director
|
John G. Bruno
|
|
|
|
/s/ Mitchell L. Hollin
|
Director
|
Mitchell L. Hollin
|
|
|
|
/s/ Ruth Ann Marshall
|
Director
|
Ruth Ann Marshall
|
|
|
|
/s/ John M. Partridge
|
Director
|
John M. Partridge
|
|
|
|
/s/ William B. Plummer
|
Director
|
William B. Plummer
|
|
|
|
/s/ Alan M. Silberstein
|
Director
|
Alan M. Silberstein
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
By:
/s/ Jeffrey S. Sloan
|
Date:
|
February 21, 2019
|
|
|
|
Jeffrey S. Sloan
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Global Payments Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
By:
/s/ Cameron M. Bready
|
Date:
|
February 21, 2019
|
|
|
|
Cameron M. Bready
|
|
|
Principal 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 Global Payments Inc.
|
|
/s/ Jeffrey S. Sloan
|
|
|
/s/ Cameron M. Bready
|
|
|
Jeffrey S. Sloan
Principal Executive Officer
Global Payments Inc.
|
|
|
Cameron M. Bready
Principal Financial Officer
Global Payments Inc.
|
|
|
February 21, 2019
|
|
|
February 21, 2019
|
|