Global Payments (GPN) 10-K risk factor changes: FY2019 vs FY2018

[removed: An] [added: *An] investment in our common stock involves a high degree of risk.

As a result, the market price of our common stock could decline and you may lose all or part of your investment in our common [removed: stock.][added: stock.*]

[removed: Risks] [added: Risks] Related to Our Business and [removed: Operations][added: Operations]

[removed: Our] [added: Our] ability to protect our systems and data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our customers and cardholders, adversely affect our continued card network registration or membership and financial institution sponsorship, and may expose us to penalties, fines, liabilities and legal [removed: claims.][added: claims.]

[removed: This] [added: In order to provide our services, we process and store sensitive business] information [added: and personal information, which] may include credit and debit card numbers, bank account numbers, social security numbers, driver’s license numbers, names and addresses, and other types of personal information or sensitive business information.

Some of this information is also processed and stored by [removed: our] [added: financial institutions, merchants and other entities, as well as] third-party service providers [added: to whom we outsource certain functions] and other [removed: agents (which] [added: agents, which] we refer to collectively as our [removed: "associated] [added: associated] third [removed: parties") as well as merchants and ISOs.][added: parties.]

We [added: may] have responsibility to the card networks, [removed: their member] financial institutions, and in some instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third parties [removed: or merchants] (as applicable) to protect this information.

Further, [added: certain of] our third-party relationships are subject to our vendor management program and governed by written contracts; however, we do not control the actions of our associated third parties, and any problems experienced by these third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyberattacks and security breaches, could adversely affect our ability to service our [removed: merchant] customers or otherwise conduct our business.

Regulatory authorities around the world are considering or have enacted a number of legislative and regulatory proposals concerning data [removed: protection] [added: privacy] and use, [added: including the E.U. General Data Protection Regulation] and the [added: California Consumer Protection Act, and the] interpretation and application of consumer and data protection laws [removed: in the United States, Europe, the Asia-Pacific region and elsewhere] is increasingly uncertain.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data [added: privacy] practices or operations model, which could result in potential liability for fines, damages or a need to incur substantial costs to modify our operations.

Any misuse or compromise of personal information or failure to adequately enforce these contractual requirements could result in liability, protracted and costly litigation and, with respect to misuse of personal information of our [removed: merchants and consumers,] [added: customers,] lost revenue and reputational harm.

Any type of security breach, attack or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation and deter existing and prospective customers from using our services or from making electronic payments generally, increase our operating expenses in order to contain and remediate the incident, expose us to unanticipated or uninsured liability, disrupt our operations (including potential service interruptions), distract our management, increase our risk of litigation or regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by the card networks, and adversely affect our continued card network registration or membership and financial institution [removed: sponsorship.]

Our removal from networks' lists of Payment Card Industry Data Security Standard compliant service providers could mean that existing [removed: merchant] customers, sales partners or other third parties may cease using or referring our services.

Also, prospective merchant customers, [added: financial institutions,] sales partners or other third parties may choose to terminate negotiations with us, or delay or choose not to consider us for their processing needs.

[removed: The payment] [added: The payments] technology [removed: services] industry is highly competitive, and some of our competitors are larger and have greater financial and operational resources than we do, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new [removed: technologies.][added: technologies.]

We operate in the [removed: payment] [added: payments] technology [removed: services] industry, which is highly competitive.

In this industry, our primary competitors include other independent payment processors, [added: credit card processing firms,] as well as financial institutions, [removed: ISOs] [added: ISOs, prepaid programs managers] and, potentially, card networks.

[removed: Many of our competitors are] [added: We compete with many larger] companies that [removed: are larger than we are, with] [added: have] greater financial and operational resources than we have.

These competitors may compete in ways that minimize or remove the role of traditional card networks, [added: acquirers, issuers and] processors [removed: and/or point-of-sale software] in the electronic payments process.

[removed: In] [added: In] order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the [removed: marketplace.][added: marketplace.]

The [removed: payment] [added: payments] technology [removed: services] industry in which we compete [removed: are] [added: is] characterized by rapid technological change, new product introductions, evolving industry standards and changing customer needs.

In order to remain competitive, we are continually involved in a number of projects, including the development of a new authorization platform, mobile payment applications, ecommerce services and other new offerings emerging in the [removed: payment] [added: payments] technology [removed: services] industry.

In the [removed: payment] [added: payments] technology [removed: services] markets, these risks are even more acute.

In addition, [added: certain of] the services we deliver to the [removed: payment] [added: payments] technology [removed: services] markets are designed to process very complex transactions and deliver reports and other information on those transactions, all at very high volumes and processing speeds.

As a result of these factors, our development efforts could result in higher costs that could reduce our earnings in addition to a loss of revenues and earnings if promised new services are not delivered [added: timely to our customers or do not perform as anticipated.]

[removed: Our] [added: Our] revenues from the sale of services to merchants that accept Visa cards and Mastercard cards are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card [removed: networks.][added: networks.]

[removed: We] [added: We] rely on various financial institutions to provide clearing services in connection with our settlement activities.

If we are unable to maintain clearing services with these financial institutions and are unable to find a replacement, our business may be adversely [removed: affected.][added: affected.]

If we are unable to find a replacement financial institution we may no longer be able to provide processing services to certain customers, which could negatively affect our [removed: revenues, earnings and] [added: financial position, results of operations or] cash flows.

If we fail to comply with the applicable requirements of the card networks, [removed: they] [added: the card networks] could seek to fine us, suspend us or terminate our registrations or membership.

The rules of the card networks are set by their boards, which may be influenced by card issuers, and some of those issuers [added: also provide acquiring services and] are our competitors [removed: with respect to these processing services.][added: or our customers in both the Merchant Solutions and Issuer Solutions segments.]

[removed: Our] [added: Our] systems or our third-party providers' systems may fail, which could interrupt our service, cause us to lose business, increase our costs and expose us to [removed: liability.][added: liability.]

Defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures, or other difficulties (including those related to system relocation) could result in loss of [removed: revenue,] [added: revenues,] loss of customers, loss of merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, fines and other sanctions imposed by card networks, and/or diversion of technical and other resources.

[removed: We] [added: We] may experience software defects, undetected errors, and development delays, which could damage customer relations, decrease our potential profitability and expose us to [removed: liability.][added: liability.]

In addition, we rely on technologies and software supplied by third parties that may also contain undetected errors, viruses or defects that could have a material adverse effect on our business, financial condition, results of operations [removed: and] [added: or] cash flows.

[removed: Increased] [added: Increased] merchant, referral partner or ISO attrition could cause our financial results to [removed: decline.][added: decline.]

Higher than expected attrition could negatively affect our results, which could have a material adverse effect on our business, financial condition, results of operations [removed: and] [added: or] cash flows.

[removed: Our] [added: Our] future growth depends in part on the continued expansion within markets in which we already operate, the emergence of new markets, and the continued availability of alliance relationships and strategic acquisition [removed: opportunities.][added: opportunities.]

[removed: There] [added: There] may be a decline in the use of cards and other electronic payments as a payment mechanism for consumers or [added: other] adverse developments with respect to the card industry in [removed: general.][added: general.]

If consumers do not continue to use [removed: credit] [added: credit, debit] or [added: GPR prepaid] debit cards or other electronic payment methods [added: of the type we process] as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, checks, credit [removed: cards,] [added: cards] and debit [added: or GPR prepaid debit] cards, which is adverse to us, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

sponsorship.

Additionally, the market for prepaid cards, demand deposit accounts and alternative financial services is similarly highly competitive and competition is increasing as more companies endeavor to address the needs of underbanked consumers.

We anticipate increased competition from alternative financial services providers who are often well positioned to service the underbanked and who may wish to develop their own prepaid card or demand deposit account programs.

We also face strong price competition.

To stay competitive, we may have to increase the incentives that we offer to our distributors and reduce the prices of our services, which could adversely affect our financial position, operating results or cash flows.

Our Business and Consumer Solutions segment relies on certain relationships with issuing banks, distributors, marketers and brand partners.

The loss of such relationships, or if we are unable to maintain such relationships on terms that are favorable to us, may materially adversely affect our business, financial position, operating results or cash flows.

Our Business and Consumer Solutions segment relies on arrangements that we have with issuing banks to provide us with critical products and services, including the FDIC-insured depository accounts tied to the cards and accounts we manage, access to the ATM networks, membership in the card associations and network organizations and other banking services.

The majority of our active Business and Consumer Solutions cards and accounts are issued or opened through Meta Payment Systems ("MetaBank").

If any material adverse event were to affect MetaBank's or another of our critical issuing banks, or we were to lose MetaBank or another critical bank, or MetaBank or another critical bank grew to a size such that it was no longer able to avail itself of certain regulatory exemptions for small banks, we would be forced to find an alternative provider for these critical banking services.

It may not be possible to find a replacement bank on terms that are acceptable to us or at all.

Any change in the issuing banks could disrupt the business or result in arrangements with new banks that are less favorable to us than those we have with our existing issuing banks, either of which could have a material adverse impact on our business, financial position, operating results or cash flows.

Furthermore, our Business and Consumer Solutions segment depends in large part on establishing agreements with distributors, marketers and brand partners, primarily alternative financial services providers, as well as grocery and convenience stores and other traditional retailers.

Some of these companies may endeavor to internally develop their own programs or enter into exclusive relationships with our competitors to distribute or market their products.

The loss of, or a substantial decrease in revenues from, one or more of our top distributors, marketers or brand partners could have a material adverse effect on our business, financial position, operating results or cash flows.

Many of our contractual agreements with financial institutions require the payment of penalties if we do not meet certain operating standards.

Consolidation among financial institutions or among retail customers, including the merger of our customers with entities that are not our customers or the sale of portfolios by our customers to entities that are not our customers could materially affect our financial position, results of operation or cash flows.

Our Issuer Solutions segment has many long-term customer contracts with card issuers.

Consolidation among financial institutions, particularly in the area of credit card operations, and consolidation in the retail industry, is a risk that could negatively affect our existing agreements and future revenues with these customers.

In addition, consolidation among financial institutions has led to an increasingly concentrated customer base, which results in a changing customer mix toward larger customers.

Continued consolidation among financial institutions could increase the bargaining power of our current and future customers and further increase our customer concentration.

Consolidation among financial institutions and retail customers and the resulting loss of any significant customer by us could have a material adverse effect on our financial position, results of operations or cash flows.

If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer.

A significant amount of our Issuer Solutions segment revenues is derived from long-term contracts with large customers.

The financial position of these customers and their willingness to pay for our products and services are affected by general market positions, competitive pressures and operating margins within their industries.

When our long-term contracts expire, the time of renewal or renegotiation presents our customers with the opportunity to consider other providers, transition all or a portion of the services we provide in-house or seek lower rates for our services.

The loss of our contracts with existing customers or renegotiation of contracts at reduced rates or reduced service levels could have a material adverse effect on our financial position, results of operation or cash flows.

In addition, the timing of the conversion of card portfolios of new payment processing customers to our processing systems and the deconversion of existing customers to other systems impacts our revenues and expenses.

Due to a variety of factors, conversions and deconversions may not occur as scheduled and this may have a material adverse effect on our financial position and results of operations.

delivering goods or rendering services at the time of payment.

We have potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others, and our prepaid card programs expose us to threats involving the misuse of cards, collusion, fraud and identity theft.

Any of these developments could have a material adverse impact on our financial position and results of operations.

On January 31, 2020, the United Kingdom ceased to be a member state of the European Union.

As a result of its exit from the E.U., the U.K. lost access to the E.U. single market and to E.U. trade deals negotiated with other jurisdictions at that time, so the long-term effects of Brexit will depend on the agreements or arrangements with the European Union for the United Kingdom to retain

access to E.U. markets either during a transitional period or more permanently.

In addition, the U.K. Payment Systems Regulator is conducting a market review of the card acquiring industry.

With respect to our Business and Consumer Solutions segment, because each distributor offers prepaid cards, reload services and/or money remittance services as an agent of Business and Consumer Solutions, or another third party, we do not believe that the distributors themselves are required to become licensed as money transmitters in order to engage in such activity.

However, there is a risk that a federal or state regulator will take a contrary position and initiate enforcement or other proceedings against a distributor, us, our issuing banks or our other service providers.

If we are unsuccessful in making a persuasive argument that a distributor should not be subject to such licensing requirements and it is therefore deemed to be in violation of one or more of the state money transmitter statutes, it could result in the imposition of fines, the suspension of the distributor’s ability to offer some or all of our products and related services in the relevant jurisdiction, civil liability and criminal liability, each of which could negatively impact our financial position and results of operations.

Furthermore, if the federal government or one or more state governments impose additional legislative or regulatory requirements on our Business and Consumer Solutions segment, the issuing banks or the distributors, or prohibit or limit the activities of our Business and Consumer Solutions segment as currently conducted, we may be required to modify or terminate some or all of our Business and Consumer Solutions products and services offered in the relevant jurisdiction or certain of the issuing banks may terminate their relationship with us.

In order to provide our services, we process and store sensitive business information and personal information about our merchants, merchants’ customers, merchants’ employees, ISOs, vendors, partners and other parties.

We also could be subject to liability for claims relating to misuse of personal information in violation of contractual obligations or data privacy laws.

In addition, as the regulatory environment related to information security, data collection and use and privacy becomes increasingly

rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.

timely to our customers or do not perform as anticipated.

If we incur fines or penalties for which our merchants or ISOs are responsible that we cannot collect or pursue collection from them, we may have to bear the cost of such fines or penalties.

We are subject to card association and network rules that could subject us to a variety of fines or penalties that may be levied by the card networks for certain acts or omissions.

Many banks directly or indirectly sell processing services to merchants in direct competition with us.

These banks could attempt, by virtue of their influence on the networks, to alter the networks' rules or policies to the detriment of non-members, including us in certain jurisdictions.

We have potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others.

Examples of merchant fraud include when a merchant or other party knowingly uses a stolen or counterfeit credit or debit card, card number, or other credentials to record a false sales or credit transaction, processes an invalid card, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction.

In addition, a recessionary economic environment could affect our merchants through a higher rate of bankruptcy filings, resulting in lower revenues and earnings for us.

Our associated third parties are also liable for any fines or penalties that may be assessed by any card networks.

In the event that we are not able to collect such amounts from our merchants or the associated third parties, due to fraud, breach of contract, insolvency, bankruptcy or any other reason, we may be liable for any such charges.

Additionally, we manage a membership discount program that is billed to customers annually on a recurring basis.

Change in regulation of this type of billing could negatively affect our revenue.

For instance, the Dodd-Frank Act, which was signed into law in July 2010, significantly changed the U.S. financial regulatory system.

The CFPB has enforcement authority to prevent an entity that offers or provides consumer financial services or products or a service provider from committing or engaging in UDAAP, including the ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearings and adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions; rescission of contracts), and refer matters for criminal proceedings.

anti-money laundering requirements that apply to them.

Outside the United States, these laws include, without limitation, the EU General Data Protection Regulation.

As a result of our acquisition of AdvancedMD, we are also subject to laws and regulations affecting the healthcare industry, including but not limited to false or fraudulent claim laws; HIPAA and other health privacy regulations; prescribing laws; electronic health record laws; claims and transmission laws; and prompt pay laws.

Under HIPAA, covered entities and business associates must establish administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of electronic protected health information maintained or transmitted by them or by others on their behalf.

The Fair Credit Reporting Act regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies.

We conduct a portion of our business in various foreign countries where the risk of continued political, economic and regulatory change that could affect our operating results is greater than in the United States.

We expect to continue to expand our operations in North America, Europe and the Asia-Pacific region.

Some of the countries in which we operate, such as the Russian Federation, India and the United Kingdom, have undergone significant political, economic and social change in recent years, and the risk of new, unforeseen changes in these countries remains greater than in the United States.

In addition, maintenance of certain types of data by electronic means and telecommunications is subject to specific regulation in many countries.

Changes in these regulations, such as taxation or limitations on transfers of data between countries or the type of permission that must be obtained in conjunction with the use of such data, could have a material adverse effect on our business, growth, financial condition, results of operations or cash flows.

On June 23, 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union, commonly referred to as "Brexit," and on March 29, 2017, notified the European Union that it intended to exit as provided in Article 50 of the Treaty on European Union.

In March 2018, the parties agreed to a transition period of 21 months - from March 29, 2019 until the end of 2020 - before the United Kingdom leaves the European Union completely, assuming approval of the negotiated withdrawal agreement.

The terms of the withdrawal are subject to ongoing negotiation that has created uncertainty about the future relationship between the United Kingdom and the European Union.

With a range of outcomes still possible, the full effect of Brexit is uncertain and depends on any agreements the United Kingdom may make to retain access to European Union markets.

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litigation could subject us to significant liability for damages.

The U.S. Tax Cuts and Jobs Act of 2017 (the "2017 U.S. Tax Act") significantly changed the taxation of U.S.-based multinational corporations.

The U.S. Treasury Department, the U.S. Internal Revenue Service and state tax authorities have issued and are expected to continue to issue guidance on how the provisions of the 2017 U.S. Tax Act will be applied or otherwise administered.

The legislation could be subject to potential amendments and technical corrections, any of which could materially change certain effects of the legislation.

As regulations and guidance evolve with respect to the 2017 U.S. Tax Act, and as we gather information and perform more analysis, our results may differ from previous estimates and may materially affect our financial position.

The Company's debt agreements contain restrictions that may limit our flexibility in operating our business and our ability to return capital to our shareholders.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 6 - Selected Financial Data" and "Item 8 - Financial Statements and Supplementary Data." This discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future.

Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our actual results could differ materially from the results anticipated by our forward-looking statements as a result of many known and unknown factors, including but not limited to those discussed in "Item 1A - Risk Factors." See "Cautionary Notice Regarding Forward-Looking Statements" located above "Item 1 - Business."

General

We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally.

Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently.

We distribute our services across a variety of channels in 32 countries throughout North America, Europe, the Asia-Pacific region and Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific.

We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001.

Including our time as part of our former parent company, we have been in the payment technology services business since 1967.

Since our spin-off, we have expanded in existing markets and into new markets internationally by pursuing further acquisitions and joint ventures, including recent acquisitions of technology-enabled and software-driven businesses.

In April 2016, we merged with Heartland Payment Systems, Inc. ("Heartland"), which significantly expanded our small and medium-sized enterprise distribution, merchant base and vertical reach in the United States.

We provide payment technology and software solutions to customers globally.

Our payment technology solutions are similar around the world in that we enable our customers to accept card, electronic, check and digital-based payments.

Our comprehensive offerings include, but are not limited to, authorization services, settlement and funding services, customer support and help-desk functions, chargeback resolution, terminal rental, sales and deployment, payment security services, consolidated billing and statements and on-line reporting.

In addition, we offer a wide array of enterprise software solutions that streamline business operations to customers in numerous vertical markets.

We also provide a variety of value-added services, including analytic and engagement tools, payroll services and reporting that assist our customers with driving demand and operating their businesses more efficiently.

The majority of our revenues is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the card type or the vertical.

We also earn software subscription and licensing fees, as well as other fees based on specific value-added services that may be unrelated to the number or value of transactions.

Our primary business model is to actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers through a variety of distribution channels.

We offer high-touch services that provide our customers with reliable and secure solutions coupled with high quality and responsive support services.

Through our direct sales force worldwide, as well as bank partnerships, which we generally refer to as "direct distribution," we offer our payment technology services, software and other value-added solutions directly to customers in the markets we serve.

In addition, we also provide certain of our services through a wholesale distribution channel where we do not maintain the face-to-face relationship with the customer.

As we continue to 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, our wholesale distribution channel has become a smaller portion of our business.

We seek to leverage the continued shift to electronic payments by expanding market share in our existing markets through our distribution channels or through acquisitions in North America, Europe and the Asia-Pacific region and investing in and leveraging technology and people, thereby maximizing shareholder value.

We also seek to enter new markets through acquisitions in Europe, the Asia-Pacific region and the Latin America region.

In general, our business has not experienced pronounced seasonality.

However, each geographic channel has somewhat higher and lower quarters given the nature of the merchant portfolio.

In 2016, we changed our fiscal year end from May 31 to December 31.

As a result, the period consisting of the seven months ended December 31, 2016 is considered the "2016 fiscal transition period." When our financial results for the year ended December 31, 2017 and the 2016 fiscal transition period are compared to our financial results for the prior-year periods, the results compare the twelve-month period from January 1, 2017 through December 31, 2017 to the twelve-month period from January 1, 2016 through December 31, 2016 and compare the seven-month period from June 1, 2016 through December 31, 2016 to the seven-month period from June 1, 2015 through December 31, 2015.

The results for the twelve months ended December 31, 2016 and the seven months ended December 31, 2015 are unaudited.

Segment Information

For a description of our reportable segments see "Note 16—Segment Information" in the notes to the accompanying consolidated financial statements, which is incorporated herein by reference.

Executive Overview

As more fully described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" and "Note 3—Revenues" in the notes to the accompanying consolidated financial statements, we adopted a new revenue accounting standard on January 1, 2018 that results in revenue being presented net of certain fees that we pay to third parties, including payment networks.

This change in presentation affected our reported revenues and operating expenses during the year ended December 31, 2018 by the same amount and had no effect on operating income.

We experienced strong business and financial performance around the world during the year ended December 31, 2018.

Highlights related to our financial condition and results of operations as of December 31, 2018 and for the year then ended include the following:

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| • | 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. |

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[removed: Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk][added: Risk]

For the [removed: years] [added: year] ended December 31, [removed: 2018 and 2017 and the 2016 fiscal transition period,] [added: 2019,] currency [added: exchange] rate fluctuations [added: reduced our consolidated revenues by approximately $44 million and reduced our operating income by approximately $21 million compared to the prior-year period,] calculated by converting revenues and [removed: expenses] [added: operating income, respectively,] for the current [added: year, excluding revenues and operating income from current] year [added: acquisitions,] in local [removed: currency] [added: currencies] using [added: exchange rates for] the prior-year [removed: period rates had an immaterial effect on our revenues and operating income.][added: period.]

Gains and losses on such transactions are included in determining [removed: net income for the period.]

For the years ended December 31, [added: 2019,] 2018 and 2017, [removed: the 2016 fiscal transition period and the year ended May 31, 2016,] our transaction gains and losses were insignificant.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

We are exposed to market risk related to changes in interest rates on [added: certain of] our long-term [removed: debt] [added: borrowings] and cash investments.

As of December 31, [removed: 2018,] [added: 2019,] the amount outstanding under these variable-rate debt arrangements and settlement lines of credit was [removed: $5.9] [added: $3.4] billion.

We have [added: entered into] interest rate swaps that reduce a portion of our exposure to market interest rate risk on [added: certain of] our [removed: LIBOR-based] [added: variable-rate] debt as discussed in "Note [removed: 8—Long-Term] [added: 7—Long-Term] Debt and Lines of Credit" in the notes to our accompanying consolidated financial statements.

Based on balances outstanding under variable-rate debt agreements and invested cash balances at December 31, [removed: 2018,] [added: 2019,] a hypothetical increase of 50 basis points in applicable interest rates as of December 31, [removed: 2018] [added: 2019] would increase our annual interest expense by approximately [removed: $17.5] [added: $7.4] million and increase our annual interest income by approximately [removed: $3.3] [added: $2.8] million.

net income for the period.

For the year ended December 31, 2019, our transaction gains and losses were insignificant.

We have a senior unsecured $2.0 billion term loan facility and a senior unsecured $3.0 billion revolving credit facility, as well as various lines of credit that we use to fund settlement in certain of our markets, each of which bears interest at rates that are based on market rates and fluctuate accordingly.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Global Payments Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2019, of the Company and our report dated February 21, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's change in its method of accounting for revenue from contracts with customers in fiscal year 2018, due to the adoption of Accounting Standards Codification ("ASC") Topic 606, *Revenue from Contracts with Customers* and an explanatory paragraph regarding the Company’s change in its method of accounting for leases in fiscal year 2019 due to the adoption of ASC Topic 842, *Leases*.

As described in Management's Report on Internal Control over Financial Reporting, the Company consummated its merger with Total System Services, Inc. ("TSYS") on September 18, 2019, and management excluded from its assessment of internal control over financial reporting the acquired operations of TSYS, which constituted approximately 32% of consolidated assets, excluding goodwill, approximately 25% of consolidated revenues, and approximately 10% of consolidated operating income, as of and for the year ended December 31, 2019.

Accordingly, our audit did not include the internal control over financial reporting of the acquired operations of TSYS that is excluded from management’s assessment.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that

could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

February 21, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Global Payments Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with the applicable accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers in fiscal year 2018 due to the adoption of Accounting Standards Codification Topic 606, *Revenue from Contracts with Customers*.

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in fiscal year 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

For the year ended May 31, 2016, currency rate fluctuations reduced our revenues by $117.0 million and our operating income by $43.6 million as compared to the prior-year period, calculated by converting revenues and expenses for the year ended May 31, 2016 in local currency using prior-year period rates.

We have a Credit Facility for general corporate purposes, as well as various lines of credit that we use to fund settlement in certain of our markets.

Interest rates on these debt instruments and settlement lines of credit are based on market rates and fluctuate accordingly.

[removed: Global] [added: *Global] Payments, Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires [removed: otherwise.][added: otherwise.*]

[removed: Introduction][added: Introduction]

Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to [removed: accept various payment types and] operate their businesses more [removed: efficiently.][added: efficiently across a variety of channels around the world.]

[removed: Headquartered in Atlanta, Georgia, we are a member of the Standard & Poor's 500 Index, and our] [added: Our] common stock is traded on the New York Stock Exchange under the symbol "GPN."

[removed: AdvancedMD is a provider of] [added: | *•* | *AdvancedMD*. Through AdvancedMD, we provide] cloud-based enterprise [removed: software] solutions to small-to-medium sized ambulatory [removed: care] physician practices in the United States. [added: |]

[added: | *•* | *ACTIVE Network*. Through] ACTIVE [removed: Network delivers] [added: Network, we deliver] cloud-based enterprise software, including payment technology solutions, to event organizers in the communities and health and fitness [removed: vertical] markets. [added: |]

See "Note 2—Acquisitions" in the notes to the accompanying consolidated financial statements for further discussion of [removed: these and other acquisitions.][added: the Merger.]

[removed: We] [added: Through our Merchant Solutions segment, we] provide [removed: payment] [added: payments] technology and software solutions to customers globally.

We also provide a variety of value-added services, including [added: specialty point-of-sale solutions,] analytic and engagement tools, payroll services and reporting that assist our customers with driving demand and operating their businesses more efficiently.

We distribute our [added: Merchant Solutions] services [added: globally] through multiple channels and target customers in many vertical markets [removed: in 32 countries] located throughout North America, Europe, [removed: the] Asia-Pacific [removed: region] and [removed: in Brazil.][added: Latin America.]

The majority of [added: our] revenues is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the [removed: card] [added: payment] type or the market.

[removed: Direct Distribution][added: *Direct Distribution*]

Our primary business model [added: in the Merchant Solutions segment] is to actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers through a variety of distribution channels.

Through our direct sales force worldwide, as well as bank partnerships, we offer our [removed: payment] [added: payments] technology services, software and other value-added solutions directly to customers in the markets we serve.

Our primary technology-enabled solutions include integrated [removed: and] [added: solutions,] vertical [removed: markets,] [added: market software solutions and] ecommerce and omnichannel [removed: and gaming] solutions, each as described below.

Our [removed: integrated and] vertical [removed: market] [added: markets software] solutions provide advanced payments technology that is deeply integrated into business enterprise software solutions [removed: either owned by us or by our partners.][added: that we own.]

We grow our [removed: business when new merchants implement our enterprise software] [added: integrated] solutions [removed: and] [added: business] when new or existing merchants enable payments services through enterprise software solutions sold by [removed: us or by] our partners.

We distribute our [removed: integrated payment] [added: vertical markets software] solutions primarily through the following businesses:

| • | [removed: Education Solutions.] [added: *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 12th grade, we provide ecommerce and in-person payments, cafeteria POS solutions and back-office management software, hardware, technical support and training. |

| • | [removed: Xenial and SICOM.] [added: *Xenial*.] Through [removed: Xenial and SICOM,] [added: Xenial,] 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. |

[removed: Ecommerce] [added: *Ecommerce] and [removed: Omnichannel.][added: Omnichannel*.]

We offer ecommerce and omnichannel solutions to our customers that seamlessly blend payment gateway services, retail payment acceptance infrastructure and payment technology service capabilities [removed: though] [added: through] a unified commerce platform to allow merchants to accept various payment methods through any channel across our geographical footprint.

We sell ecommerce and omnichannel solutions to customers of all sizes, from small businesses accepting payments [removed: in a single]

[added: in a single] country, to enterprise and multinational businesses that have complex payment needs and operate retail and online businesses in multiple countries.

[added: | *•* | *Gaming.* We offer a comprehensive suite of cash access solutions to the gaming market in North America.] These solutions include credit and debit card cash advance, traditional and electronic check processing and other services specific to this market. [added: |]

[removed: Wholesale Distribution][added: *Wholesale Distribution*]

Although our primary business model [added: in the Merchant Solutions segment] is to build high quality direct relationships with merchants, we also provide our services through a wholesale distribution channel where we do not maintain the face-to-face relationship with the merchant.

Through our wholesale channel, [removed: we provide] [added: our] payment services [added: are offered] to merchants through independent sales organizations [removed: ("ISOs").][added: ("ISOs") and financial institutions.]

[removed: As we continue to grow] [added: | • | Grow] and control our direct distribution by adding new channels and partners, including expanding our ownership of additional enterprise software solutions [added: with a payments overlay] in select vertical [removed: markets, our wholesale distribution channel has become a smaller portion of our business.][added: markets; |]

[removed: Credit] [added: *Credit] and Debit Card Transaction [removed: Processing][added: Processing*]

Credit and debit card transaction processing includes the processing of the world's major international card brands, including American Express, Discover Card ("Discover"), JCB, Mastercard, UnionPay International [removed: ("UPI"), Visa] [added: ("UPI")] and [removed: non-traditional payment methods,] [added: Visa,] as well as certain domestic debit networks, such as Interac in Canada.

We process funds settlement under two [removed: models,] [added: models:] a sponsorship model and a direct membership model.

[removed: To be designated as a certified processor,] [added: Under the sponsorship model,] member clearing financial institutions ("Members") sponsor us and require our adherence to the standards of the networks.

[removed: How] [added: *How] a Card Transaction [removed: Works][added: Works*]

A typical payment transaction begins when a cardholder presents a card for payment at a merchant location where the card information is captured by a [removed: POS] [added: point-of-sale ("POS")] terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by us.

[removed: Under some arrangements, we remit the net amount] of $98.00 to the merchant, rather than funding the full $100.00 and subsequently billing the merchant at the end of the month.

[removed: ][added: ]

[removed: Business Segments][added: Business Segments]

[removed: We operate] [added: Prior to the completion of the Merger, we operated] in three reportable segments: North America, Europe and Asia-Pacific.

See "Note [removed: 16—Segment] [added: 15—Segment] Information" in the notes to the accompanying consolidated financial statements for additional information about our segments, including revenues, operating income and depreciation and amortization by segment as well as financial information about geographic areas in which we operate.

We are a leading pure play payments technology company providing cutting edge payments and software solutions to approximately 3.5 million merchant locations and more than 1,300 financial institutions across more than 100 countries throughout North America, Europe, Asia-Pacific and Latin America.

Headquartered in Georgia with approximately 24,000 employees worldwide, Global Payments is a member of the S&P 500.

Merger with Total System Services, Inc.

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS") (the "Merger") for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

| • | Pursue potential domestic and international acquisitions of, investments in and alliances with companies that have |

As a result of the Merger, we assessed changes in our internal management reporting structure to incorporate the acquired operations of TSYS and the effects it has on our reportable segments.

In the fourth quarter of 2019, we realigned our reportable segments to reflect the changes.

As of December 31, 2019, we operated in three reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions.

However, revenues and operating income for each segment and/or geographic channel may reflect stronger or weaker quarters given the nature of the underlying customer portfolios.

Merchant Solutions Segment

*Global Payments Integrated Solutions.* Our integrated solutions provide advanced payments technology that is deeply embedded into business management software solutions that are owned by our technology partners who operate in numerous vertical markets, primarily in North America.

Through Ezidebit, we offer integrated payment technology solutions in the Asia-Pacific region that focus on recurring payments verticals.

*Vertical Markets Software Solutions*.

Under some arrangements, we remit the net amount

Issuer Solutions Segment

Through our Issuer Solutions segment, we provide solutions that enable financial institutions and other financial service providers to manage their card portfolios, reduce technical complexity and overhead and offer a seamless experience for cardholders on a single platform.

In addition, we provide flexible commercial payments and ePayables solutions that support business-to-business payment processes for businesses and governments.

We also offer complementary services including account management and servicing, fraud solution services, analytics and business intelligence, cards, statements and correspondence, customer contact solutions and risk management solutions.

Issuer Solutions segment revenues are derived from long-term processing contracts with financial institutions and other financial services providers.

Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholders accounts on file.

Most of these contracts have prescribed annual minimums, penalties for early termination, and service level agreements that may affect contractual fees if specific service levels are not achieved.

Issuer Solutions revenues also include loyalty redemption services and professional services.

Business and Consumer Solutions Segment

Our Business and Consumer Solutions segment provides general purpose reloadable ("GPR") prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States through our Netspend® brand.

Through our Business and Consumer Solutions segment, we provide customers with access to depository accounts insured by the Federal Deposit Insurance Corporation ("FDIC") with a menu of

features specifically tailored to their needs.

Business and Consumer Solutions has an extensive distribution and reload network comprising financial service centers and other retail locations throughout the United States, and is a program manager for FDIC-insured depository institutions that provide the services that the Business and Consumer Solutions segment develops, promotes and distributes.

Business and Consumer Solutions currently has active agreements with five card issuing banks.

The Business and Consumer Solutions segment markets its services through multiple distribution channels, including alternative financial service providers, traditional retailers, direct-to-consumer and online marketing programs and contractual relationships with corporate employers.

Business and Consumer Solutions segment revenues principally consist of fees collected from cardholders and fees generated by cardholder activity in connection with the programs that we manage.

Customers are typically charged a fee for each purchase transaction made using their cards, unless the customer is on a monthly or annual service plan, in which case the customer is instead charged a monthly or annual subscription fee, as applicable.

Customers are also charged a monthly maintenance fee after a specified period of inactivity.

We also charge fees associated with additional services offered in connection with our accounts, including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers.

Revenues are recognized net of fees charged by the payment networks for services they provide in processing transactions routed through them.

Our Merchant Solutions segment competes with financial institutions and merchant acquirers who provide businesses with merchant acquiring services and related services.

We believe that as of December 31, 2019, we were one of the largest merchant acquirers in the small and medium-sized business segment (merchants who have less than $5 million in annual bankcard sales volume) in the United States.

In addition to financial institutions, competitors in Europe include Ayden N.V. and FIS.

Our Issuer Solutions segment encounters competition from credit card processing firms, third-party card processing software vendors and various other firms that provide products and services to credit card issuers in the United States and internationally.

The United States market for third-party processing for credit card issuers is primarily serviced by three vendors, including TSYS, with our largest competitor being a subsidiary of Fiserv.

We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally.

We distribute our services across a variety of channels in 32 countries throughout North America, Europe, the Asia-Pacific region and Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific.

We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001.

Including our time as part of our former parent company, we have been in the payment technology services business since 1967.

Since our spin-off, we have expanded in existing markets and into new markets internationally by pursuing further acquisitions and joint ventures.

In 2016, we merged with Heartland Payment Systems, Inc. ("Heartland"), which significantly expanded our small and medium-sized enterprise distribution, customer base and vertical reach in the United States.

For the year ended December 31, 2018, our revenues were $3.4 billion.

Recent Acquisitions

On October 17, 2018, we acquired SICOM Systems, Inc. ("SICOM") for total purchase consideration of approximately $409 million.

SICOM is a provider of end-to-end enterprise, cloud-based software solutions and other technologies to quick service restaurants and food service management companies.

SICOM's technologies are complementary to our existing Xenial solutions, and we believe this acquisition will expand our software-driven payments strategy by enabling us to increase our capabilities and expand on our existing presence in the restaurant vertical market.

On September 4, 2018, we acquired AdvancedMD, Inc. ("AdvancedMD") for total purchase consideration of approximately $707 million.

We believe this acquisition will expand our software-driven payments strategy by enabling us to enter the healthcare vertical market, a large and fragmented market with strong payment fundamentals and attractive growth opportunities.

On September 1, 2017, we acquired the communities and sports divisions of Athlaction Topco, LLC ("ACTIVE Network") for total purchase consideration of $1.2 billion.

This acquisition aligns with our technology-enabled, software driven strategy and adds an enterprise software business operating in two vertical markets that we believe offer attractive growth fundamentals.

Payment Technology and Software Solutions Overview

See "Business Segments" below for a description of our direct sales forces located around the world.

Integrated and Vertical Markets.

| | |

| --- | --- |

| • | 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. |

| • | AdvancedMD. Through AdvancedMD, we provide cloud-based enterprise solutions to small-to-medium sized ambulatory physician practices in the United States. |

Gaming.

We offer a comprehensive suite of cash access solutions to the gaming market in North America.

Our services allow casino patrons in North America fast access to cash with high limits to enable gaming establishments to increase the flow of money to their gaming floors and reduce risk.

The ISOs act as third-party sales groups selling our payment technology services directly to end-user merchant customers.

Under the sponsorship model, we are designated as an ISO by Mastercard and Visa.

However, each geographic channel has somewhat higher and lower quarters given the nature of the merchant portfolio.

North America

Approximately 74.9% of our revenues for the year ended December 31, 2018 were derived from our operations in North America, which include the United States and Canada.

We also generate a portion of our revenues in North America from our wholesale distribution channel, primarily ISOs acting as third-party selling groups.

Europe

Approximately 18.1% of our revenues for the year ended December 31, 2018 were derived from our operations in Europe, which includes the United Kingdom, the Republic of Ireland, Spain, the Republic of Malta, the Czech Republic, Hungary, Slovakia, Romania and the Russian Federation.

We have direct sales forces in these markets through which we sell our services while also leveraging our bank referral relationships.

Asia-Pacific

Approximately 6.9% of our revenues for the year ended December 31, 2018 were derived from our operations in the Asia-Pacific region, which includes the following countries and territories: Australia, China, Hong Kong, India, Macau, Malaysia, Maldives, New Zealand, the Philippines, Singapore, Sri Lanka and Taiwan.

Our direct sales force in the Asia-Pacific region accounts for substantially all of the services we sell in the region.

Technology-enabled solutions represent a substantial and growing portion of our operations in the Asia-Pacific region, driven by Ezidebit and eWay Limited in Australia.

In our opinion, the liabilities, if any, [removed: which] [added: that] may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows.

[removed: Part II][added: Part II]

See "Note 16—Commitments and Contingencies" in the notes to the accompanying consolidated financial statements for information about certain legal matters.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: x ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF [removed: THE][added: THE]

[removed: SECURITIES] [added: SECURITIES] EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

[removed: o TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF [removed: THE][added: THE]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] File [removed: No. 001-16111][added: No. 001-16111]

[removed: ][added: ]

[removed: GLOBAL] [added: GLOBAL] PAYMENTS [removed: INC.][added: INC.]

| [removed: Georgia] [added: Georgia] | | [removed: 58-2567903] [added: 58-2567903] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |

| [removed: 3550] [added: 3550] Lenox [removed: Road, Atlanta, Georgia] [added: Road] | [added: ,] | [removed: 30326] [added: Atlanta] | [added: , | Georgia | | 30326 |]

| (Address of principal executive offices) | | [added: | | | |] (Zip Code) |

Registrant's telephone number, including area code: [removed: 770-829-8000][added: 770\-829-8000]

| Title of each class | | [added: Trading symbol | |] Name of each exchange on which registered |

| [removed: Common] [added: Common] Stock, No Par [removed: Value] [added: Value] | | [removed: New] [added: GPN | | New] York Stock [removed: Exchange] [added: Exchange] |

[removed: NONE][added: NONE]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company or an emerging growth] company.

Large accelerated filer [removed: x] [added: ☒] Accelerated filer [removed: o][added: ☐]

Non-accelerated filer [removed: o] [added: ☐] Smaller reporting company [removed: o][added: ☐]

Emerging growth company [removed: o][added: ☐]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was [removed: $17,478,395,120.][added: $24,916,809,935.]

The number of shares of the registrant's common stock outstanding at February 19, [removed: 2019] [added: 2020] was [removed: 157,603,304] [added: 299,627,279] shares.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Specifically identified portions of the registrant's proxy statement for the [removed: 2019] [added: 2020] annual meeting of shareholders are incorporated by reference in Part III.

[removed: 2018 ANNUAL] [added: 2019 ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

| | | | [removed: Page] [added: Page] |

| [removed: PART I] [added: PART I] | | | |

| ITEM 1. | | [removed: [BUSINESS](#sA09D2EBAEAC252B4822FB0B196D3BBF4)] [added: [BUSINESS](#sD35547906895531A85483E0B4F7429C2)] | [removed: [4](#sA09D2EBAEAC252B4822FB0B196D3BBF4)] [added: [4](#sD35547906895531A85483E0B4F7429C2)] |

| ITEM 1A. | | [RISK [removed: FACTORS](#sD8480DB976F85F0398252806C31AA344)] [added: FACTORS](#sB33E1F70157652C1A1DDB59D20B52B1D)] | [removed: [14](#sD8480DB976F85F0398252806C31AA344)] [added: [13](#sB33E1F70157652C1A1DDB59D20B52B1D)] |

| ITEM 2. | | [removed: [PROPERTIES](#sCE3E458317A553A1BA51C85BEEED1F62)] [added: [PROPERTIES](#s21171D58EB8D5FB8B960DC7F627E9055)] | [removed: [26](#sCE3E458317A553A1BA51C85BEEED1F62)] [added: [26](#s21171D58EB8D5FB8B960DC7F627E9055)] |

| ITEM 3. | | [LEGAL [removed: PROCEEDINGS](#sB0659A16C6E35B12A74BBA2A6C22E76D)] [added: PROCEEDINGS](#s977CEE20AC25540A8D8DD76A65DD7A34)] | [removed: [26](#sB0659A16C6E35B12A74BBA2A6C22E76D)] [added: [26](#s977CEE20AC25540A8D8DD76A65DD7A34)] |

| [removed: PART II] [added: PART II] | | | |

| ITEM 5. | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#s76E43960600B5175A7FCD0177826FDEA)] [added: SECURITIES](#s9585276770215975855EEE8B16A2501A)] | [removed: [27](#s76E43960600B5175A7FCD0177826FDEA)] [added: [26](#s9585276770215975855EEE8B16A2501A)] |

| ITEM 6. | | [SELECTED FINANCIAL [removed: DATA](#sDCCB54A3C2815FE788332C31DA570DCF)] [added: DATA](#sDE06F6C319EF5240BED7E72277F64C80)] | [removed: [30](#sDCCB54A3C2815FE788332C31DA570DCF)] [added: [29](#sDE06F6C319EF5240BED7E72277F64C80)] |

OR

SECURITIES EXCHANGE ACT OF 1934

GLOBAL PAYMENTS INC.

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| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| | | [SIGNATURES](#s6F29D1F3DA7453718D98F3A6746A7816) | [104](#s6F29D1F3DA7453718D98F3A6746A7816) |

10-K 1 gpn20181231-10k.htm 10-K

OR

| | | |

| --- | --- | --- |

(Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

| | | [SIGNATURES](#s5F3D5D9D14D8571E8A269C4C8C695A74) | [107](#s5F3D5D9D14D8571E8A269C4C8C695A74) |

EXPLANATORY NOTE REGARDING TRANSITION PERIOD

In 2016, we changed our fiscal year-end from May 31 to December 31.

We refer to the period consisting of the seven-months ended December 31, 2016 as the "2016 fiscal transition period."

When our financial results for the year ended December 31, 2017 and the 2016 fiscal transition period are compared to our financial results for the prior-year periods, the results compare the twelve-month period from January 1, 2017 through December 31, 2017 to the twelve-month period from January 1, 2016 through December 31, 2016 and compare the seven-month period from June 1, 2016 through December 31, 2016 to the seven-month period from June 1, 2015 through December 31, 2015.

The results for the twelve months ended December 31, 2016 and the seven months ended December 31, 2015 are unaudited.

We have properties located in the United States and in countries outside the United States to support the geographic markets in which we conduct business.

Our properties include office space and data centers most of which we lease.

See "Note 6—Leases" in the notes to the accompanying consolidated financial statements for further discussion of our leases.

We have properties for operational, sales and administrative purposes.

At December 31, 2018, we leased approximately 70 properties in the United States and approximately 120 properties in countries outside the United States.

In addition, we owned four properties located outside the United States.

Our principal facilities in North America are located in Atlanta, Georgia; Dallas, Texas; Jeffersonville, Indiana; Lansdale, Pennsylvania, Las Vegas, Nevada; Oklahoma City, Oklahoma; Salt Lake City, Utah; and Toronto, Canada.

Our principal facilities in Europe are located in Barcelona, Spain; Dublin, Ireland; Leicester, England; London, England; Moscow, Russia; and Prague, Czech Republic.

Our principal facilities in the Asia-Pacific region are located in Brisbane, Australia; Hong Kong Special Administrative Region, China; and Manila, Philippines.

Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February 19, [removed: 2019,] [added: 2020,] there were [removed: 2,116] [added: 14,180] shareholders of record.

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The following graph compares our cumulative shareholder returns with the Standard & Poor's Information Technology Index and the Standard & Poor's 500 Index for the years ended December 31, [added: 2019,] 2018 and 2017, the 2016 fiscal transition period and the years ended May 31, [removed: 2016, 2015] [added: 2016] and [removed: 2014.][added: 2015.]

The line graph assumes the investment of $100 in our common stock, the Standard & Poor's [added: ("S&P")] 500 Index and the Standard & Poor's Information Technology Index on May 31, [removed: 2013] [added: 2014] and assumes reinvestment of all dividends.

[removed: COMPARISON] [added: COMPARISON] OF 5-YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN*]

[removed: ][added: ]

*$100 invested on May 31, [removed: 2013] [added: 2014] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2019] [added: 2020] Standard & Poor's, a division of S&P Global.

| | | [removed: Global Payments] [added: Global Payments] | | | | [removed: S&P 500 Index] [added: S&P 500 Index] | | | | [removed: S&P Information Technology Index] [added: S&P Information Technology Index] | | |

| May 31, [removed: 2013] [added: 2014] | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

Information about the shares of our common stock that we repurchased during the quarter ended December 31, [removed: 2018] [added: 2019] is set forth below:

| [removed: Period] [added: Period] | [removed: Total] [added: Total] Number of Shares [removed: Purchased (1)] [added: Purchased (1)] | | | [removed: Approximate] [added: Approximate] Average Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: Maximum] [added: Maximum] Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or [removed: Programs (2)] [added: Programs (2)] | | |

| | | | | | | | | | | | [removed: (in millions)] [added: (in millions)] | | |

During the quarter ended December 31, [removed: 2018,] [added: 2019,] pursuant to our employee incentive plans, we withheld [removed: 2,028] [added: 122,617] shares at an average price per share of [removed: $107.99] [added: $180.77] in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock, which we withheld at fair market value on the vesting date.

| (2) | On February [removed: 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. [added: As of December 31, 2019, the approximate dollar value of shares that may yet be purchased under our share repurchase program was $473.4 million.] The authorizations by [removed: the] [added: our] board of directors do not expire, but could be revoked at any time. In addition, we are not required by any of [removed: the] [added: our] board's authorizations or otherwise to complete any repurchases by any specific time or at all. |

In 2016, we changed our fiscal year-end from May 31 to December 31.

We refer to the period consisting of the seven-months ended December 31, 2016 as the "2016 fiscal transition period."

| | | | | | | | | | | | | |

| May 31, 2015 | | 152.39 | | | | 111.81 | | | | 118.81 | | |

| May 31, 2016 | | 226.99 | | | | 113.72 | | | | 122.52 | | |

| December 31, 2016 | | 202.85 | | | | 122.94 | | | | 136.07 | | |

| December 31, 2017 | | 293.09 | | | | 149.78 | | | | 188.91 | | |

| December 31, 2018 | | 301.65 | | | | 143.21 | | | | 188.37 | | |

| December 31, 2019 | | 534.68 | | | | 188.31 | | | | 283.10 | | |

| | | | | | | | | | | | | | |

| | | | | | | | | | | | | | |

| October 1-31, 2019 | 6,827 | | | $ | 160.70 | | | — | | | $ | 568.0 | |

| November 1-30, 2019 | 6,357 | | | 172.00 | | | | — | | | 568.0 | | |

| December 1-31, 2019 | 629,195 | | | 182.06 | | | | — | | | 568.0 | | |

| Total | 642,379 | | | $ | 181.74 | | | — | | | $ | 473.4 | |

| 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 | | |

| October 2018 | 784 | | | $ | 114.94 | | | — | | | | | |

| November 2018 | 967 | | | 103.87 | | | | — | | | | | |

| December 2018 | 315,260 | | | 99.37 | | | | — | | | | | |

| Total | 317,011 | | | $ | 99.43 | | | — | | | $ | 387.8 | |

| | [removed: Year] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | [removed: Seven Months Ended December 31,] | | | | [removed: Year Ended May] [added: Seven Months Ended December] 31, [added: 2016] | | | | [added: Years Ended May 31,] | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2016] | [added: 2016] | | | [removed: 2015] | [added: 2015] | | | [removed: 2014] | | |

| | [removed: (in] [added: (in] thousands, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Income] [added: Income] statement [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | $ | [removed: 3,366,366] [added: 4,911,892] | | | $ | [removed: 3,975,163] [added: 3,366,366] | | | $ | [removed: 2,202,896] [added: 3,975,163] | | | $ | [removed: 2,898,150] [added: 2,202,896] | | | $ | [removed: 2,773,718] [added: 2,898,150] | | | $ | [removed: 2,554,236] [added: 2,773,718] | |

| Operating income | [added: 791,417 | | | |] 737,055 | | | | 558,868 | | | | 237,951 | | | | 424,944 | | | | 456,597 | | | [removed: | 405,499 | | |]

| Net income | [added: 469,276 | | | |] 484,667 | | | | 494,070 | | | | 137,683 | | | | 290,217 | | | | 309,115 | | | [removed: | 269,952 | | |]

| Net income attributable to Global Payments | [added: 430,613 | | | |] 452,053 | | | | 468,425 | | | | 124,931 | | | | 271,666 | | | | 278,040 | | | [removed: | 245,286 | | |]

| [removed: Per] [added: Per] share [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | $ | [removed: 2.85] [added: 2.17] | | | $ | [removed: 3.03] [added: 2.85] | | | $ | [removed: 0.81] [added: 3.03] | | | $ | [removed: 2.05] [added: 0.81] | | | $ | [removed: 2.07] [added: 2.05] | | | $ | [removed: 1.70] [added: 2.07] | |

| Diluted earnings per share | [added: 2.16 | | | |] 2.84 | | | | 3.01 | | | | 0.81 | | | | 2.04 | | | | 2.06 | | | [removed: | 1.69 | | |]

| [removed: Dividends] [added: Cash dividends declared] per [added: common] share | [removed: 0.04] [added: 0.225] | | | | 0.04 | | | | [removed: 0.02] [added: 0.04] | | | | [removed: 0.04] [added: 0.02] | | | | 0.04 | | | | 0.04 | | |

| [removed: Balance] [added: Balance] sheet data (at period [removed: end):] [added: end):] | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | [removed: 13,230,774] [added: 44,480,162] | | | $ | [removed: 12,998,069] [added: 13,230,774] | | | $ | [removed: 10,664,350] [added: 12,998,069] | | | $ | [removed: 10,509,952] [added: 10,664,350] | | | $ | [removed: 5,779,301] [added: 10,509,952] | | | $ | [removed: 4,002,527] [added: 5,779,301] | |

| Settlement lines of credit | [added: 463,237 | | | |] 700,486 | | | | 635,166 | | | | 392,072 | | | | 378,436 | | | | 592,629 | | | [removed: | 440,128 | | |]

| Long-term debt | [added: 9,125,501 | | | |] 5,130,243 | | | | 4,659,716 | | | | 4,438,612 | | | | 4,515,286 | | | | 1,740,067 | | | [removed: | 1,390,507 | | |]

| Total equity | [added: 28,054,989 | | | |] 4,186,343 | | | | 3,965,231 | | | | 2,779,342 | | | | 2,877,404 | | | | 863,553 | | | [removed: | 1,132,799 | | |]

This change in presentation affected our reported revenues and operating expenses [removed: during] [added: for all periods after] the year ended December 31, [removed: 2018] [added: 2017] by the same amount and had no effect on operating income.

See "Note 2—Acquisitions" in the notes to the accompanying consolidated financial statements for further discussion of [removed: our acquisitions.][added: the Merger.]

Operating income, net income, net income attributable to Global Payments and basic and diluted earnings per share in the table above reflect acquisition and integration expenses of [added: $255.6 million for the year ended December 31, 2019, primarily related to the Merger,] $56.1 million for the year ended December 31, 2018, $94.6 million for the year ended December 31, 2017, $91.6 million for the [added: seven months ended December 31,] 2016 [removed: fiscal transition period] and $51.3 million for the year ended May 31, 2016.

Net income, net income attributable to Global Payments and basic and diluted earnings per share in the table above also [removed: reflect:][added: reflect the following:]

(a) the effects of a net income tax benefit of $23.3 million in connection with adjustments made to accounting estimates associated with the [removed: 2017] U.S. Tax [added: Cuts and Jobs] Act [added: of 2017 ("2017 U.S. Tax Act")] for the year ended December 31, 2018 and a provisional net income tax benefit of $158.7 million recorded in connection with the 2017 U.S. Tax Act for [removed: the year ended December 31, 2017.]

See "Note [removed: 10—Income] [added: 9—Income] Tax" in the notes to the accompanying consolidated financial statements for further discussion; [removed: and,][added: and]

(b) a gain of $41.2 million [removed: recorded] [added: recognized] in connection with the sale of our membership interests in Visa Europe Limited [removed: ("Visa Europe")] for the seven months ended December 31, 2016.

[removed: See] [added: For further discussion, see] "Note [removed: 7—Other Assets"] [added: 2—Acquisitions"] in the notes to the accompanying consolidated financial [removed: statements for further discussion.][added: statements.]

| | | | | | | | | | | | | | | | | | | | | | | | |

Notably, in 2019, we completed the Merger for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

We also restructured our long-term debt facilities to include a $5.0 billion credit facility, consisting of a senior unsecured $2.0 billion term loan and a $3.0 billion revolving loan facility, and unsecured senior notes of $3.0 billion.

In addition, we also assumed $3.0 billion of TSYS' unsecured senior notes in the Merger.

See "Note 2—Acquisitions" and "Note 7—Long-Term Debt and Lines of Credit," respectively, in the notes to the accompanying consolidated financial statements for further discussion of our acquisitions and borrowing arrangements.

the year ended December 31, 2017.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 6 - Selected Financial Data" and "Item 8 - Financial Statements and Supplementary Data." This discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future.

Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our actual results could differ materially from the results anticipated by our forward-looking statements as a result of many known and unknown factors, including but not limited to, those discussed in "Item 1A - Risk Factors." See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1 - Business."

Executive Overview

We are a leading pure play payments technology company delivering innovative software and services to our customers globally.

Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to operate their businesses more efficiently across a variety of channels around the world.

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS") (the "Merger") for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

We experienced strong business and financial performance around the world during the year ended December 31, 2019.

Highlights related to our financial condition at December 31, 2019 and results of operations for the year then ended include the following:

| | |

| --- | --- |

| • | Consolidated revenues increased to $4,911.9 million compared to $3,366.4 million for the prior-year period, primarily due to additional revenues from TSYS. |

| | |

| --- | --- |

| • | Consolidated operating income increased to $791.4 million compared to $737.1 million for the prior-year period. Operating margin decreased to 16.1% compared to 21.9% for the prior-year period, primarily due to an increase in acquisition and integration expenses associated with the Merger. |

| | |

| --- | --- |

| • | Net income attributable to Global Payments decreased to $430.6 million compared to $452.1 million for the prior-year period, reflecting increases in acquisition and integration expenses, amortization of acquired intangibles and interest expense from the prior-year period. |

| | |

| --- | --- |

| • | Diluted earnings per share decreased to $2.16 compared to $2.84 for the prior-year period, reflecting the decrease in net income and an increase in the number of weighted-average shares outstanding as a result of issuing common shares as purchase consideration in the Merger. |

| | |

| --- | --- |

| • | In connection with the Merger, we achieved an investment grade debt structure, which now consists of a $5.0 billion senior unsecured term loan and revolving credit facility, unsecured senior notes of $3.0 billion that we issued and $3.0 billion of TSYS' unsecured senior notes that we assumed in the Merger. |

Emerging Trends

For a further discussion of trends, uncertainties and other factors that could affect our continuing operating results, see the section entitled "Risk Factors" in Item 1A in this Annual Report on Form 10-K.

The payments technology industry continues to grow worldwide and as a result, certain large payment technology companies, including us, have expanded operations globally by pursuing acquisitions and creating alliances and joint ventures.

We expect to

continue to expand into new markets internationally and increase our scale and improve our competitiveness in existing markets by pursuing additional acquisitions and joint ventures.

We believe that the number of electronic payment transactions will continue to grow and that an increasing percentage of these will be facilitated through emerging technologies.

As a result, we expect an increasing portion of our future capital investment will be allocated to support the development of new and emerging technologies; however, we do not expect our aggregate capital spending to support such technologies to increase materially from our current level of spending.

We also believe new markets will continue to develop in areas that have been previously dominated by paper-based transactions.

We expect industries such as education, government and healthcare, as well as recurring payments and business-to-business payments, to continue to see transactions migrate to electronic-based solutions.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

As of December 31, [removed: 2018,] [added: 2019,] management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2018,] [added: 2019,] our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

[removed: Management's] [added: Management's] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO") in] the [removed: Internal Control — Integrated] [added: *Internal Control* — *Integrated] Framework [removed: (2013).][added: (2013)*.]

As permitted by the SEC rules and regulations, management's assessment did not include the internal control of the acquired operations of [removed: these acquired businesses] [added: TSYS,] which are included in our consolidated financial statements as of December 31, [removed: 2018] [added: 2019] and for the [removed: periods] [added: period] from the acquisition [removed: dates] [added: date] through December 31, [removed: 2018.][added: 2019.]

In accordance with our integration efforts, we plan to incorporate the [added: acquired] operations of [removed: the acquired businesses] [added: TSYS] into our internal control over financial reporting program within the time period provided by applicable SEC rules and regulations.

The assets, excluding goodwill, of [removed: these] [added: the] acquired [removed: businesses] [added: operations of TSYS] constituted approximately [removed: 5%] [added: 32%] of our total consolidated assets as of December 31, [removed: 2018.][added: 2019.]

[removed: These] [added: Operating results of the] acquired [removed: businesses] [added: operations of TSYS] comprised [removed: less than 2%] [added: approximately 25%] of our total consolidated revenues and [removed: did not contribute to] [added: approximately of 10%] our consolidated operating income for the year ended December 31, [removed: 2018.][added: 2019.]

Based on the results of its evaluation, which excluded assessments of the internal control of the acquired operations of [removed: AdvancedMD and SICOM,] [added: TSYS,] management believes that as of December 31, [removed: 2018,] [added: 2019,] our internal control over financial reporting is effective based on those criteria.

[removed: Attestation] [added: Attestation] Report of Public Accounting [removed: Firm][added: Firm]

Deloitte & Touche LLP has issued an attestation report on our internal control over financial reporting, which is included herein as the Report of Independent Registered Public Accounting Firm under Item 8 - Financial Statements and Supplementary Data for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: PART III][added: PART III]

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS").

During the quarter ended December 31, 2019, as part of our ongoing integration activities following the Merger, we continued to apply our controls and procedures to the TSYS business and to augment our company-wide controls to address the risks inherent in an acquisition of this magnitude.

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1: Election of Directors" and "Biographical Information About Our Executive Officers" and information about compliance with Section 16(a) of the Securities and Exchange Act of 1934 by our directors and executive officers under the heading "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our 2020 Annual Meeting of Shareholders to be held on April 29, 2020 ("2020 Proxy Statement").

We have adopted codes of ethics that apply to our senior financial officers.

The senior financial officers include our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller or persons performing similar functions.

The code of ethics is available in the investor relations section of our website at *www.globalpaymentsinc.com* and as indicated in the section entitled "Where To Find Additional Information" in Part I to this Annual Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address and location set forth above.

ITEM 11 - EXECUTIVE COMPENSATION

We incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings "Compensation Discussion and Analysis" and "Board and Corporate Governance-Director Compensation" from our 2020 Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock Ownership-Common Stock Ownership by Management" and "Common Stock Ownership-Common Stock Ownership by Non-Management Shareholders" from our 2020 Proxy Statement.

The following table provides certain information as of December 31, 2019 concerning the shares of our common stock that may be issued under existing equity compensation plans.

For more information on these plans, see "Note 11—Share-Based Awards and Options" in the notes to the accompanying consolidated financial statements.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| 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 | 1,166,520 | | | $ | 58.03 | | | 35,375,036 | |

| Equity compensation plans not approved by security holders | — | | | — | | | | — | |

| Total | 1,166,520 | | | $ | 58.03 | | | 35,375,036 | |

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes 10,242,552 shares authorized for issuance under our 2011 Amended and Restated Incentive Plan (the "2011 Incentive Plan"), all of which are available for issuance pursuant to grants of full-value stock awards, 2,076,737 shares authorized under our 2000 Employee Stock Purchase Plan (the "2000 ESPP"), 2,812 shares authorized under our Amended and Restated 2005 Incentive Plan, 22,822 shares authorized under our 2000 Non-Employee Director Stock Option Plan, 13,554,740 shares authorized under our Total System Services 2017 Omnibus Plan, 7,331,435 shares authorized under our Total System Services 2012 Omnibus Plan, 1,541,327 shares authorized under our Total System Services 2007 Omnibus Plan and 602,611 shares authorized under our

Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services.

We intend to issue future shares under the 2011 Incentive Plan and the 2000 ESPP only.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information--Relationships and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our 2020 Proxy Statement.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Four: Ratification of Reappointment of Auditors" from our 2020 Proxy Statement.

PART IV

We completed acquisitions of AdvancedMD and SICOM in the third and fourth quarters of 2018, respectively.

On September 1, 2017, we completed our acquisition of ACTIVE Network, which we have since been integrating into our North America segment.

As part of our integration activities, we have completed the incorporation of ACTIVE Network's operations into our internal control over financial reporting program.

In the fourth quarter of 2018, we completed our acquisition of SICOM, which is being integrated into our North America segment.

In accordance with our integration efforts, we plan to incorporate the operations of SICOM into our internal control over financial reporting program within the time period provided by the applicable SEC rules and regulations.

In the fourth quarter of 2018, we also added internal controls over disclosure related to the expected accounting and reporting effects of the new lease accounting standard, which is effective for us on January 1, 2019.

We also implemented a new technology solution to assist with the necessary calculations to support the accounting and disclosure requirements of the new lease accounting standard.

[removed: (1)] [added: (1)] Consolidated Financial [removed: Statements][added: Statements]

| | [removed: Page Number] [added: Page Number] |

| Reports of Independent Registered Public Accounting Firm | [removed: [51](#s11601CECEB405F60BCAD1FF9A81BD831)] [added: [44](#s76ED94C45EA35DB487ECE8B93BCFBCBD)] |

| Consolidated Statements of Income for the years ended December 31, [added: 2019,] 2018 and [removed: 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016] [added: 2017] | [removed: [54](#s7EEF90DF75DA5E90961A8296F7D19059)] [added: [49](#s15D5CFCD3A1658638FE277F8CF9C3CA2)] |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2019,] 2018 and [removed: 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016] [added: 2017] | [removed: [55](#sC98EA59B49925C4CABE58DCABC31464A)] [added: [50](#s228162219B3D55529F9FBED95531E09B)] |

| Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] | [removed: [56](#sC32E8210150A511396FBB514FBE284E7)] [added: [51](#s5B8A45962E3A56BF9CDDE9118ADBE3E9)] |

| Consolidated Statements of Cash Flows for the years ended December 31, [added: 2019,] 2018 and [removed: 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016] [added: 2017] | [removed: [57](#sCC7790A6BE2F52D0A5129FC48736B176)] [added: [52](#s49F3D418C94F5707AECACF1DF68732DB)] |

| Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2019,] 2018 and [removed: 2017, the seven months ended December 31, 2016 and the year ended May 31, 2016] [added: 2017] | [removed: [58](#s00EAF7FDDC8658AB928C762802B91C1B)] [added: [53](#s9CC896CDB4E55016B3F284A5CFE07F2E)] |

| Notes to Consolidated Financial Statements | [removed: [60](#s5D07821F4D6D5CB8A829F406D191D83B)] [added: [55](#s0DBE970BDD155D30A05B55896C773375)] |

[removed: (2)] [added: (2)] Financial Statement [removed: Schedules][added: Schedules]

| Schedule II, Valuation and Qualifying Accounts | [removed: [98](#s92B6270FB9D253739479C94BDFD469CF)] [added: [97](#s0C185862EC3352D5AC8199B62A6BBE95)] |

[removed: (3) Exhibits][added: (3) Exhibits]

| [removed: Exhibit No.] [added: Exhibit No.] | [removed: Description] [added: Description] |

| 2.1++ | [Agreement and Plan of Merger, [removed: dated as of December 15, 2015,] by and [removed: among] [added: between Total System Services, Inc. and] Global Payments Inc., [removed: Data Merger Sub One, Inc., Data Merger Sub Two, LLC and Heartland Payment Systems, Inc.,] [added: dated as of May 27, 2019,] incorporated by reference to Exhibit 2.1 to [removed: the Company’s] [added: Global Payment Inc.’s] Current Report on Form 8-K filed [removed: December 17, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000119312515405555/d104282dex21.htm)] [added: on May 31, 2019. ++](http://www.sec.gov/Archives/edgar/data/1123360/000119312519162970/d97493dex21.htm)] |

| [removed: 3.1] [added: 10.8+] | [removed: [Second Amended] [added: [Amended] and Restated [removed: Articles of Incorporation of the Company,] [added: 2000 Employee Stock Purchase Plan,] incorporated by reference to Exhibit [removed: 3.1] [added: 10.39] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K filed July [removed: 25, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex31secondamendmentandrela.htm)] [added: 28, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm)] |

| [removed: 3.2] [added: 10.14+] | [removed: [Eighth Amended] [added: [Amended] and Restated [removed: Bylaws of the Company,] [added: 2011 Incentive Plan,] incorporated by reference to Exhibit [removed: 3.1] [added: 10.11] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-KT] filed [removed: May 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000026/ex31eighthamendedandrestat.htm)] [added: on February 28, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm)] |

| [removed: 4.1] [added: 10.1] | [removed: [Stockholders] [added: [Term Loan Credit] Agreement, dated [removed: August 31, 2017, by an] [added: as of July 9, 2019,] among the [removed: Company] [added: Company, as borrower, Bank of America, N.A., as administrative agent] and the [removed: stockholders] [added: other lenders] party thereto, incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: September 6, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000040/ex101stockholdersagreement.htm)] [added: July 16, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex101.htm)] |

| [removed: 10.1] [added: 10.2] | [removed: [First Amendment to the Second Amended and Restated Credit Agreement, First Amendment to the Second Amended and Restated Term Loan] [added: [Credit] Agreement, [removed: First Amendment to the Company Guaranties and First Amendment to the Subsidiary Guaranties,] dated as of [removed: February 26, 2016, by and] [added: July 9, 2019,] among [removed: the Company and] Global Payments [removed: Direct,] Inc., as [removed: borrowers,] [added: borrower, the other borrowers party thereto,] Bank of America, N.A., as [removed: Administrative Agent,] [added: administrative agent, swing line lender] and [removed: certain] [added: an L/C/ Issuer and the] other lenders [added: and L/C/ issuers] party thereto, incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K filed [removed: March 1, 2016.](http://www.sec.gov/Archives/edgar/data/1123360/000112336016000066/ex101creditagreementfebrua.htm)] [added: on July 16, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex102.htm)] |

| [removed: 10.8] [added: 10.9+] | [removed: [First] [added: [Third] Amended and Restated [removed: Marketing Alliance Agreement with HSBC Bank plc,] [added: 2000 Non-Employee Director Stock Option Plan,] dated June [removed: 12, 2009,] [added: 1, 2004,] incorporated by reference to Exhibit [removed: 10.39] [added: 10.20] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K filed July [removed: 28, 2009,] [added: 30, 2007,] File No. [removed: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509157024/dex1039.htm)] [added: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] |

| [removed: 10.9+] [added: 10.10+] | [removed: [Amended] [added: [Amendment to the Third Amended] and Restated 2000 [removed: Employee] [added: Non-Employee Director] Stock [removed: Purchase] [added: Option] Plan, [added: dated March 28, 2007,] incorporated by reference to Exhibit [removed: 10.39] [added: 10.21] to the Company's Annual Report on Form 10-K filed July [removed: 28, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm)] [added: 30, 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] |

| [removed: 10.10+] [added: 10.15+] | [removed: [Third] [added: [Form of Non-Statutory Stock Option Award pursuant to the] Amended and Restated [removed: 2000 Non-Employee Director Stock Option] [added: 2005 Incentive] Plan, [removed: dated June 1, 2004,] incorporated by reference to Exhibit [removed: 10.20] [added: 10.5] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed [removed: July 30,] [added: January 8,] 2007, File No. [removed: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] [added: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507003002/dex105.htm)] |

| 10.11+ | [removed: [Amendment to the Third] [added: [Third] Amended and Restated [removed: 2000 Non-Employee Director Stock Option] [added: 2005 Incentive] Plan, dated [removed: March 28, 2007,] [added: December 31, 2008,] incorporated by reference to Exhibit [removed: 10.21] [added: 10.2] to the Company's [removed: Annual Report on] Form [removed: 10-K] [added: 10-Q] filed [removed: July 30, 2007,] [added: April 6, 2009,] File No. [removed: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] [added: 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm)] |

| [removed: 10.13+] [added: 10.18+] | [Form of [removed: Non-Statutory] Stock Option Award pursuant to the [added: 2011] Amended and Restated [removed: 2005] Incentive [removed: Plan,] [added: Plan for Executive Officers (calendar 2019)] incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the [removed: Company's Quarterly Report on] [added: Company’s] Form 10-Q filed [removed: January 8, 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507003002/dex105.htm)] [added: on May 2, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex103formofstockoptionawar.htm)] |

| [removed: 10.14+] [added: 10.13+] | [Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed September 16, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510211480/dex991.htm) |

| [removed: 10.15+] [added: 10.22+] | [removed: [Amended] [added: [Form of Restricted Stock Award pursuant to the 2011 Amended] and Restated [removed: 2011] Incentive [removed: Plan,] [added: Plan for Executive Officers (calendar 2017),] incorporated by reference to Exhibit [removed: 10.11] [added: 10.1] to the Company’s [removed: Annual Report on] Form [removed: 10-KT] [added: 10-Q] filed on [removed: February 28, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm)] [added: May 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000024/ex101formofrestrictedstock.htm)] |

| [removed: 10.16+] [added: 10.19+] | [Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018), incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 3, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000016/ex102restrictedstockawardc.htm) |

| [removed: 10.17+] [added: 10.20+] | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018), incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Form 10-Q filed on August 2, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000026/ex102performanceawardcerti.htm) |

| [removed: 10.18+] [added: 10.21+] | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018) incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on May 3, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000016/ex104optionsawardcertifica.htm) |

| [removed: 10.19+] [added: 10.16+] | [Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2017),] [added: 2019),] incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May [removed: 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000024/ex101formofrestrictedstock.htm)] [added: 2, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex101formofrestrictedstock.htm)] |

| [removed: 10.20+] [added: 10.23+] | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2017) incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000024/ex102formofperformanceunit.htm) |

| [removed: 10.21+] [added: 10.24+] | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2017) incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000024/ex103formofstockoptionawar.htm) |

| [removed: 10.24+] [added: 10.17+] | [Form of [removed: Stock Option] [added: Performance Unit] Award [added: Agreement] pursuant to the 2011 [added: Amended and Restated] Incentive Plan [removed: (2015 fiscal year),] [added: for Executive Officers (calendar 2019),] incorporated by reference to Exhibit 10.2 to the Company’s [removed: Quarterly Report on] Form 10-Q filed [removed: April 8, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000112336015000017/ex102formofoptionawardfy15.htm)] [added: on May 2, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex102formofperformanceunit.htm)] |

| 10.25+ | [Form of [added: Synergy] Performance [removed: Unit Award Certificate pursuant to the 2011 Incentive Plan (2015 fiscal] [added: Share Agreement (2019 calendar] year), incorporated by reference to Exhibit [removed: 10.3] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q filed [removed: April 8, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000112336015000017/ex103formofperformanceunit.htm)] [added: on October 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex106formofsynergyperf.htm)] |

| [removed: 10.27+] [added: 10.3] | [removed: [Fourth] [added: [Global Payments Inc. Sixth] Amended and Restated Non-Employee Director Compensation Plan, dated [removed: September 28, 2016 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011),] [added: October 24, 2019,] incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q filed [removed: January 9, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000006/ex105fourthamendedandresta.htm)] [added: on October 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex107sixthamendedandre.htm)] |

| [removed: 10.28+] [added: 10.12+] | [Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed July 25, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm) |

| [removed: 10.29+] [added: 10.26+] | [removed: [Employment Agreement] [added: [Amended and Restated Employment Agreement, dated as of September 20, 2019,] by and between [removed: the Company] [added: Global Payments Inc.] and Jeffrey S. Sloan, [removed: dated as of March 30, 2010,] incorporated by reference to Exhibit 10.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed [removed: April 1, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510074398/dex101.htm)] [added: October 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex101amendmenttoemplom.htm)] |

| 10.30+ | [removed: [Amendment to Employment Agreement] [added: [Employment Agreement, dated as of September 20, 2019,] by and between [removed: the Company] [added: Global Payments Inc.] and [removed: Jeffrey S. Sloan, dated as of October 1, 2013,] [added: Paul M. Todd] incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed October [removed: 7, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000034/a103amendmenttoemploymenta.htm)] [added: 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex105employmentagreeme.htm)] |

| [removed: 10.31+] [added: 10.27+] | [removed: [Second Amendment to] [added: [Amended and Restated] Employment [removed: Agreement] [added: Agreement, dated as of September 20, 2019,] by and between [removed: the Company] [added: Global Payments Inc.] and [removed: Jeffrey S. Sloan, dated as of August 29, 2014,] [added: Cameron M. Bready,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q filed October [removed: 2, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000044/ex101jeffreyssloansecondam.htm)] [added: 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex102amendmenttoemploy.htm)] |

| [removed: 10.32+] [added: 10.28+] | [removed: [Third Amendment to] [added: [Amended and Restated] Employment [removed: Agreement] [added: Agreement, dated as of September 20, 2019, by and] between [removed: Jeffrey S. Sloan] [added: Global Payments Inc.] and [removed: the Company, dated August 27, 2018,] [added: Guido F. Sacchi,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q filed [removed: on] October [removed: 30, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000042/ex101employmentagreementsl.htm)] [added: 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex103amendmentemployme.htm)] |

| [removed: 10.33+] [added: 10.29+] | [removed: [Employment Agreement] [added: [Amended and Restated Employment Agreement, dated as of September 20, 2019,] by and between [removed: the Company] [added: Global Payments Inc.] and David [removed: E. Mangum, dated as of March 1, 2010,] [added: L. Green,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed [removed: March 3, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510046465/dex101.htm)] [added: October 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex104amendmenttoemploy.htm)] |

| | Page Number |

| 3.1 | [Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex41.htm) |

| 3.2 | [Ninth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 4.2 to Global Payments Inc.’s Post-Effective Amendment No.1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex42.htm) |

| 4.1 | [Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Current Report on Form 8-K filed on August 14, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm) |

| 4.2 | [Supplemental Indenture No. 1, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to Global Payments Inc.’s Current Report on Form 8-K filed on August 14, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex42.htm) |

| 4.3 | Form of Notes (included in Exhibit 4.2). |

| 4.4 | [Senior Indenture, dated March 17, 2016, between TSYS and Regions Bank, as trustee, incorporated by reference to Exhibit 4.1 of TSYS’ Current Report on Form 8-K filed on March 17, 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex41.htm) |

| 4.5 | [Supplemental Indenture No. 1, dated as of September 17, 2019, among TSYS, Global Payments Inc. and Regions Bank, incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Current Report on Form 8-K filed on September 20, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex41.htm) |

| 4.6 | [Form of 3.800% Senior Note due 2021, incorporated by reference to Exhibit 4.2 of TSYS' Current Report on Form 8-K filed on March 17, 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex42.htm) |

| 4.7 | [Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 of TSYS' Current Report on Form 8-K filed on May 11, 2018.](http://www.sec.gov/Archives/edgar/data/721683/000119312518160989/d582982dex41.htm) |

| 4.8 | [Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 of TSYS' Current Report on Form 8-K filed on March 17, 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm) |

| 4.9 | [Indenture, dated as of May 22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of TSYS' Current Report on Form 8-K filed on May 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex41.htm) |

| 4.1 | [Supplemental Indenture No. 1, dated as of September 17, 2019, among TSYS Global Payments Inc. and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.2 to Global Payments Inc.’s Current Report on Form 8-K filed on September 20, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex42.htm) |

| 4.11 | [Form of 3.750% Senior Note due 2023, incorporated by reference to Exhibit 4.3 of TSYS' Current Report on Form 8-K filed on May 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex43.htm) |

| 4.12* | [Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336020000009/ex412descriptionofregi.htm) |

| 10.4 | [Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 to TSYS’s Current Report on Form 8-K filed on April 28, 2017.](http://www.sec.gov/Archives/edgar/data/721683/000119312517145788/d369612dex101.htm) |

| 10.5 | [Total System Services, Inc. 2012 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on May 4, 2012.](http://www.sec.gov/Archives/edgar/data/721683/000119312512210470/d345238dex101.htm) |

| 10.6 | [Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on April 25, 2007.](http://www.sec.gov/Archives/edgar/data/721683/000072168307000003/exhibit101.htm) |

| 10.7 | [Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services, Inc., incorporated by reference to Exhibit 99.1 to TSYS’ Registration Statement on Form S-8 filed on July 1, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513279237/d562275dex991.htm) |

| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

| | Page Number |

| Index to Exhibits | [100](#s17CE4E43AE1B54BBB3345AF9D86E7632) |

| By: | /s/ Paul M. Todd |

| | Paul M. Todd |

| | M. Troy Woods | | | | |

| | /s/ Kriss Cloninger III* | | Lead Independent Director | | February 21, 2020 |

| | Kriss Cloninger III | | | | |

| | /s/ F. Thaddeus Arroyo* | | Director | | February 21, 2020 |

| | F. Thaddeus Arroyo | | | | |

| | /s/ William I Jacobs* | | Director | | February 21, 2020 |

| | /s/ Joia M. Johnson* | | Director | | February 21, 2020 |

| | Joia M. Johnson | | | | |

| | /s/ Connie D. McDaniel* | | Director | | February 21, 2020 |

| | Connie D. McDaniel | | | | |

| | | | | | |

| | John T. Turner | | | | |

| | | | | | |

| | | | | | |

| | Jeffrey S. Sloan | | | | |

| 2.2++ | [Agreement and Plan of Merger, dated as of January 23, 2014, by and among the Company, Payment Processing, Inc. and, solely for the limited purposes set forth therein, certain additional parties thereto, incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed April 3, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000021/ex21agreementandplanofmerg.htm) |

| 2.3++ | [Stock Purchase and Merger Agreement, dated as of August 2, 2017, by and among Athlaction Topco, LLC, the Vista Blocker Sellers (as defined therein), Vista Equity Partners Management, LLC, as Sellers’ Representative, Global Payments Inc., Athens Merger Sub, LLC and the Vista AIVs and Vista GPs (as defined therein and solely for the limited purposes set forth therein), incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 8, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000037/ex21stockpurchaseandmerger.htm) |

| 2.4++ | [Amendment No. 1 to the Stock Purchase and Merger Agreement, dated as of August 31, 2017, by and among Global Payments Inc., Athlaction Topco, LLC, Vista Equity Partners Management, LLC, as Sellers’ Representative, and VEP Global Aggregator, LLC, incorporated by reference to Exhibit 2.2. to the Company’s Current Report on Form 8-K filed on September 6, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000040/ex22amendmentno1tostockpur.htm) |

| 10.2 | [Second Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2016, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on January 9, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000006/ex104creditagreement.htm) |

| 10.3 | [Third Amendment dated March 30, 2017, to Second Amended and Restated Credit Agreement, dated as of July 31, 2015 among the Company, the other borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000024/ex104thirdamendmenttocredi.htm) |

| 10.4 | [Fourth Amendment, dated May 2, 2017, to Second Amended and Restated Credit Agreement, dated as of July 31, 2015 among the Company, the other borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, incorporated by referenced to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000034/ex101fourthamendmenttoseco.htm) |

| 10.5 | [First Refinancing Facility Amendment to Second Amended and Restated Credit Agreement, dated March 20, 2018, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000016/ex101firstrefinancingfacil.htm) |

| 10.6 | [Fifth Amendment to Second Amended and Restated Credit Agreement and First Amendment to Security Agreement, dated June 19, 2018, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000026/ex101fifthamendment.htm) |

| 10.7* | [Sixth Amendment to Second Amended and Restated Credit Agreement, dated October 18, 2018, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1123360/000112336019000008/ex107sixthamendmenttosecon.htm) |

| 10.12+ | [Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed April 6, 2009, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm) |

| 10.22+ | [Form of Restricted Stock Award pursuant to the 2011 Incentive Plan (2016 fiscal year), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000112336015000017/ex101formofrsagrantfy15exe.htm) |

| 10.23+ | [Form of Restricted Stock Award pursuant to the 2011 Incentive Plan (2015 fiscal year), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000112336015000017/ex101formofrsagrantfy15exe.htm) |

| 10.26+ | [Form of Performance Unit Award Certificate (Leveraged Performance Units) pursuant to the 2011 Incentive Plan (2015 fiscal year), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed April 8, 2015.](http://www.sec.gov/Archives/edgar/data/1123360/000112336015000017/ex104formofpsuawardcertifi.htm) |

| 10.34+ | [Amendment to Employment Agreement by and between the Company and David E. Mangum, dated as of August 29, 2014, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 2, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000044/ex102davidemangumamendment.htm) |

| 10.35+ | [Employment Agreement by and between the Company and Cameron M. Bready, dated as of May 21, 2014, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000023/ex101cameronmbreadyemploym.htm) |

| 10.36+ | [Amendment to Employment Agreement between Cameron M. Bready and the Company, dated August 27, 2018, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report On Form 10-Q filed on October 30, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000042/ex102employmentagreementbr.htm) |

| 10.37+ | [Employment Agreement by and between the Company and Guido F. Sacchi, dated as of December 1, 2013, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed January 8, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000005/ex103employmentagreementda.htm) |

| 10.38+ | [Amendment to Employment Agreement between Guido F. Sacchi and the Company, dated August 27, 2018, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000042/ex103employmentagreementsa.htm) |

| 10.39+ | [Employment Agreement by and between the Company and David L. Green, dated as of December 1, 2013, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed January 8, 2014.](http://www.sec.gov/Archives/edgar/data/1123360/000112336014000005/ex104employmentagreementda.htm) |

| 10.40+ | [Amendment to Employment Agreement between David L. Green and the Company, dated August 27, 2018, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000042/ex104exmploymentagreementg.htm) |

| Index to Exhibits | [103](#sD12C348418DA53719C357761BA71FC5A) |

| By: | /s/ Cameron M. Bready |

| | Cameron M. Bready |

| | /s/ Mitchell L. Hollin* | | Director | | February 21, 2019 |

| | Mitchell L. Hollin | | | | |

| | John M. Partridge | | | | |

| | /s/ Alan M. Silberstein * | | Director | | February 21, 2019 |

| | Alan M. Silberstein | | | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Global Payments Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2018, of the Company and our report dated February 21, 2019, expressed an unqualified opinion on those financial statements and included an emphasis of a matter paragraph regarding the Company's change of its fiscal year end from May 31 to December 31, in 2016, and an explanatory paragraph regarding the Company's change in its method of accounting for revenue from contracts with customers in fiscal year 2018, due to the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment a portion of the internal control over financial reporting at AdvancedMD, Inc. ("AdvancedMD"), which was acquired on September 4, 2018, and SICOM Systems, Inc. ("SICOM"), which was acquired on October 17, 2018.

AdvancedMD and SICOM's combined financial statements constitute less than 2% of consolidated revenues and approximately 5% of consolidated assets (excluding goodwill related to the transactions which were integrated into the Company's systems and control environment), as of and for the year ended December 31, 2018.

AdvancedMD and SICOM did not contribute to net income for the year ended December 31, 2018.

Accordingly, our audit did not include the internal control over financial reporting at AdvancedMD and SICOM that is excluded from management’s assessment.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

February 21, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Global Payments Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and 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, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its 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, in conformity with the applicable accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2019 expressed an unqualified opinion on the Company's internal control over financial reporting.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the Company changed its fiscal year end from May 31 to December 31 in 2016.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers in fiscal year 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1: Election of Directors" and "Biographical Information About Our Executive Officers" and information about compliance with Section 16(a) of the Securities and Exchange Act of 1934 by our directors and executive officers under the heading "Additional Information-Section 16(a) Beneficial Ownership Reporting Compliance" from our proxy statement to be delivered in connection with our 2019 Annual Meeting of Shareholders to be held on April 25, 2019 ("2019 Proxy Statement").

We have adopted codes of ethics that apply to our senior financial officers.

The senior financial officers include our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller or persons performing similar functions.

The code of ethics is available in the investor relations section of our website at www.globalpaymentsinc.com and as indicated in the section entitled "Where To Find Additional Information" in Part I to this Annual Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address and location set forth above.

We incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings "Compensation Discussion and Analysis" and "Board and Corporate Governance-Director Compensation" from our 2019 Proxy Statement.

We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock Ownership-Common Stock Ownership by Management" and "Common Stock Ownership-Common Stock Ownership by Non-Management Shareholders" from our 2019 Proxy Statement.

The following table provides certain information as of December 31, 2018 concerning the shares of our common stock that may be issued under existing equity compensation plans.

For more information on these plans, see "Note 12—Share-Based Awards and Options" in the notes to the accompanying consolidated financial statements.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| 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 | |

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes 10,610,164 shares authorized for issuance under our 2011 Amended and Restated Incentive Plan, all of which are available for issuance pursuant to grants of full-value stock awards, 2,173,140 shares authorized under our 2000 Employee Stock Purchase Plan, 33,684 shares authorized under our Amended and Restated 2005 Incentive Plan and 66,336 shares authorized under our 2000 Non-Employee Director Stock Option Plan.

We do not intend to issue shares under either the Amended and Restated 2005 Incentive Plan or the 2000 Non-Employee Director Stock Option Plan.

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information--Relationships and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our 2019 Proxy Statement.

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three: Ratification of Reappointment of Auditors" from our 2019 Proxy Statement.

PART IV