The following documents are filed as part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements
Our consolidated financial statements listed below are set forth in "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K:
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| Page Number |
| Reports of Independent Registered Public Accounting Firm | 44 |
| Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017 | 49 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 | 50 |
| Consolidated Balance Sheets as of December 31, 2019 and 2018 | 51 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 | 52 |
| Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017 | 53 |
| Notes to Consolidated Financial Statements | 55 |
(2) Financial Statement Schedules
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| Page Number |
| Schedule II, Valuation and Qualifying Accounts | 97 |
All other schedules to our consolidated financial statements have been omitted because they are not required under the related instruction or are inapplicable, or because we have included the required information in our consolidated financial statements or related notes.
(3) Exhibits
The following exhibits either (i) are filed with this Annual Report on Form 10-K or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by reference to those prior filings.
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| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 4.12* | Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act. |
| 10.1 | Term Loan Credit Agreement, dated as of July 9, 2019, among the Company, as borrower, Bank of America, N.A., as administrative agent and the other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 16, 2019. |
| 10.2 | Credit Agreement, dated as of July 9, 2019, among Global Payments Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender and an L/C/ Issuer and the other lenders and L/C/ issuers party thereto, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 16, 2019. |
| 10.3 | Global Payments Inc. Sixth Amended and Restated Non-Employee Director Compensation Plan, dated October 24, 2019, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019. |
| 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. |
| 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. |
| 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. |
| 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. |
| 10.8+ | Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed July 28, 2010. |
| 10.9+ | Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed July 30, 2007, File No. 001-16111. |
| 10.10+ | Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed July 30, 2007, File No. 001-16111. |
| 10.11+ | 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. |
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| 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. |
| 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. |
| 10.14+ | Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, 2017. |
| 10.15+ | Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed January 8, 2007, File No. 001-16111. |
| 10.16+ | Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019), incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 2, 2019. |
| 10.17+ | Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019), incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 2, 2019. |
| 10.18+ | Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019) incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 2, 2019. |
| 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. |
| 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 10.2 to the Company’s Form 10-Q filed on August 2, 2018. |
| 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. |
| 10.22+ | Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2017), incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 4, 2017. |
| 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. |
| 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. |
| 10.25+ | Form of Synergy Performance Share Agreement (2019 calendar year), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019. |
| 10.26+ | Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc. and Jeffrey S. Sloan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2019. |
| 10.27+ | Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc. and Cameron M. Bready, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2019. |
| 10.28+ | Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc. and Guido F. Sacchi, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2019. |
| 10.29+ | Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc. and David L. Green, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2019. |
| 10.30+ | Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc. and Paul M. Todd incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed October 31, 2019. |
| 21.1* | List of Subsidiaries. |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 24.1* | Power of Attorney. |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. |
| 32.1* | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. |
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| 101.1* | The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Equity; and (vi) the Notes to Consolidated Financial Statements. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ Management contract or compensatory plan or arrangement.
++ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Global Payments Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule and/or exhibit upon request.
(b) Exhibits
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| Page Number |
| Index to Exhibits | 100 |
(c) Financial Statement Schedules
See Item 15(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Global Payments Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 21, 2020.
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| GLOBAL PAYMENTS INC. | |
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| By: | /s/ Jeffrey S. Sloan |
| Jeffrey S. Sloan |
| Chief Executive Officer |
| (Principal Executive Officer) |
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| By: | /s/ Paul M. Todd |
| Paul M. Todd |
| Senior Executive Vice President and Chief Financial Officer |
| (Principal Financial Officer) |
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| By: | /s/ David M. Sheffield |
| David M. Sheffield |
| Senior Vice President and Chief Accounting Officer |
| (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Global Payments Inc. and in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ M. Troy Woods* | | Chairman of the Board | | February 21, 2020 |
| M. Troy Woods | | | | |
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| /s/ Kriss Cloninger III* | | Lead Independent Director | | February 21, 2020 |
| Kriss Cloninger III | | | | |
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| /s/ F. Thaddeus Arroyo* | | Director | | February 21, 2020 |
| F. Thaddeus Arroyo | | | | |
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| /s/ Robert H.B. Baldwin, Jr.* | | Director | | February 21, 2020 |
| Robert H.B. Baldwin, Jr. | | | | |
| | | | | |
| /s/ John G. Bruno* | | Director | | February 21, 2020 |
| John G. Bruno | | | | |
| | | | | |
| /s/ William I Jacobs* | | Director | | February 21, 2020 |
| William I Jacobs | | | | |
| | | | | |
| /s/ Joia M. Johnson* | | Director | | February 21, 2020 |
| Joia M. Johnson | | | | |
| | | | | |
| /s/ Ruth Ann Marshall* | | Director | | February 21, 2020 |
| Ruth Ann Marshall | | | | |
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| /s/ Connie D. McDaniel* | | Director | | February 21, 2020 |
| Connie D. McDaniel | | | | |
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| /s/ William B. Plummer* | | Director | | February 21, 2020 |
| William B. Plummer | | | | |
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| /s/ John T. Turner* | | Director | | February 21, 2020 |
| John T. Turner | | | | |
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| /s/ Jeffrey S. Sloan | | Director | | February 21, 2020 |
| Jeffrey S. Sloan | | | | |
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| *By: | /s/ Jeffrey S. Sloan | | Attorney-in-fact | | February 21, 2020 |
| Jeffrey S. Sloan | | | | |
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