Global Payments (GPN) 10-K risk factor changes: FY2020 vs FY2019

Risks Related to Our Business [added: Model] and [removed: Operations][added: Operations Including the Use of Technology]

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 [removed: may] expose us to penalties, fines, liabilities and legal claims.

In order to provide our services, we process and store sensitive business [removed: information] 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.

In addition, denial of [removed: service] [added: service, ransomware] or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities.

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 [removed: and financial institution]

It is also possible that larger financial [removed: institutions] [added: institutions, including some who are customers of ours,] could decide to perform in-house some or all of the services that we currently provide or could provide.

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 [removed: or] [added: and] cash flows.

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

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

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

The termination of our registrations or our membership or our status as a service provider or a merchant processor, or any changes in card association or other network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to our customers, could have a material adverse effect on our business, financial [removed: condition, results of operations and cash flows.]

If a merchant or an ISO [added: customer] fails to comply with the applicable requirements of the card associations and networks, we or the merchant or ISO could be subject to a variety of fines or penalties that may be levied by the card associations or networks.

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 [removed: or] [added: and] cash flows.

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 [removed: would] [added: may] be forced to find an alternative provider for these critical banking services.

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 [removed: impact] [added: effect] on our business, financial position, operating results [removed: or] [added: and] cash flows.

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 [removed: or] [added: and] cash flows.

If such financial institutions should stop providing clearing services, we [removed: must] [added: would have to] find other financial institutions to provide those services.

If we [removed: are] [added: were] 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 financial position, results of operations [removed: or] [added: and] cash flows.

Not only [removed: would] [added: could] we suffer damage to our reputation in the event of a system outage or data loss, but we may also be liable to third parties.

Many of our contractual agreements with financial institutions [added: and certain other customers] require the payment of penalties if we do not meet certain operating standards.

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: or] [added: and] cash flows.

We experience attrition in merchant credit and debit card processing volume resulting from several factors, including business closures, transfers of [removed: merchants'] [added: merchants] accounts to our competitors, unsuccessful contract renewal negotiations and account closures that we initiate for various reasons, such as heightened credit risks or contract breaches by merchants.

If [added: a referral partner or] an ISO [removed: partner] switches to another transaction processor, terminates our services, internalizes payment processing functions that we perform, merges with or is acquired by one of our competitors, or shuts down or becomes insolvent, we may no longer receive new merchant referrals from [removed: the ISO,] [added: such referral partner,] and we risk losing existing merchants that were originally enrolled by the [added: referral partner or] ISO.

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: or] [added: and] cash flows.

[removed: We may not be able to successfully identify suitable] acquisition, investment and alliance candidates in the future, and if we do, they may not provide us with the value and benefits we anticipate.

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 [removed: customers] [added: customers,] could materially affect our financial position, results of operation [removed: or] [added: and] cash flows.

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

Consolidation among financial institutions and retail customers and the resulting loss of any significant [removed: customer] [added: number of customers] by us could have a material adverse effect on our financial position, results of operations [removed: or] [added: and] 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 [removed: suffer.][added: suffer.]

A significant amount of our Issuer Solutions segment revenues is derived from long-term contracts with large [removed: customers.][added: financial institutions and other financial service providers.]

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

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 [removed: operation or] [added: operations and] 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 [removed: impacts] [added: affects] our revenues and expenses.

The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than [added: delivering goods or rendering services at the time of payment.]

We are exposed to general economic conditions that affect consumer confidence, [removed: consumer] spending, [removed: consumer] [added: and] discretionary income and changes in consumer purchasing habits.

Additionally, credit card issuers may reduce credit limits and [removed: become more selective in their card issuance practices.]

Any of these developments could have a material adverse [removed: impact] [added: effect] on our financial position and results of operations.

A downturn in the economy could force [removed: retailers] [added: merchants, financial institutions or other customers] to close or [removed: file bankruptcy,] [added: petition for bankruptcy protection,] resulting in lower revenue and earnings for us and greater exposure to potential credit losses and future transaction declines.

We also have a certain amount of fixed [removed: and other] costs, including rent, debt service, and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy.

Changes in economic conditions could also adversely affect our future revenues and profits and cause a materially adverse effect on our business, financial condition, results of operations [removed: or] [added: and] cash flows.

and financial institution sponsorship.

condition, results of operations and cash flows.

We may not be able to successfully identify suitable

Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by the effects of the COVID-19 pandemic, government actions in light of the pandemic, trade tensions and increased global scrutiny of foreign investments.

For example, a number of countries, including the U.S. and countries in Europe and the Asia-Pacific region, are considering or have adopted restrictions on foreign investments.

Governments may continue to adopt or tighten restrictions of this nature, and such restrictions could negatively affect our business and financial results.

The timing of the conversions or deconversions of card portfolio may also affect our revenues and expenses.

Additionally, as we modernize the technology platform we use to deliver services, some Issuer Solutions customers may not be agreeable to our modernization effort, and may choose to end their contracts prematurely, or not renew their contracts, as a result.

Additionally, COVID-19 has negatively affected the financial viability and operations of certain merchants.

These consolidated financial statements reflect management’s estimates and assumptions related to allowances for transaction and credit losses utilizing the most currently available information.

The future magnitude, duration and effects of the COVID-19 pandemic are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets.

Actual losses could differ materially from those estimates.

among other things, customer acceptance and business knowledge of those new markets; and general economic and political conditions.

Legal, Regulatory Compliance and Tax Risks

Our business is subject to government regulation and oversight.

regulations or processing payments for a merchant that may be in violation of these laws, rules or regulations, we may be subject to enforcement actions and as a result may incur losses and liabilities.

Financial Risks

We currently maintain investment credit ratings with Moody's Investors Service and Standard & Poor's Ratings Services.

It is possible that the ICE Benchmark Administration Limited (formerly NYSE Euronext Rate Administration Limited) and the panel banks which contribute to LIBOR could continue to produce LIBOR on the current basis after 2021.

The ICE Benchmark Administration Limited recently announced that it will consult on its intention to extend the publication of most tenors LIBOR to June 30, 2023.

At this time, it is not possible to predict when LIBOR will be replaced as the reference rate in the agreements governing the Company’s indebtedness and hedging agreements or the effect any discontinuance, modification or other reforms to LIBOR, or the establishment of alternative reference rates such as SOFR, or any other reference rate, will have on the Company.

However, if LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, the Company’s borrowing costs may be adversely affected.

Intellectual Property Risks

Despite our efforts to protect our intellectual

We have a significant amount of indebtedness and may incur other debt in the future.

Risks related to the COVID-19 pandemic

Our business has been and will likely continue to be negatively affected by the COVID-19 pandemic.

The COVID-19 pandemic continues to adversely affect global commercial activity and has contributed to significant volatility in the financial markets.

We experienced revenue declines in fiscal 2020 related to COVID-19 due to a reduction in spending and closures of or slowdowns of certain of our customer businesses throughout North America, Europe and Asia Pacific.

While we expect the COVID-19 pandemic will continue to have an adverse effect on our revenues and earnings in 2021, we do expect a steady and progressive economic recovery throughout the year.

We have experienced and may continue to experience adverse effects due to a number of operational factors, including but not limited to:

- Third-party disruptions due to COVID-19, including potential outages and service effects at network providers, call centers and other suppliers due to restrictions or closures imposed in relation to the pandemic;

- Increased cyber and payment fraud risk related to COVID-19, as cybercriminals attempt to profit from the disruption, given increased online banking, e-commerce, remote work and other online activity; and

- Challenges to the availability and reliability of our solutions and services due to changes to operations, including the possibility of one or more clusters of COVID-19 cases occurring at our facilities, affecting key employees or a significant portion of our workforce or third parties on which we depend.

- Increased operational, business continuity and cybersecurity risk resulting from the significant increase in the number of our employees working remotely as a result of the pandemic.

Additionally, COVID-19 could require new or modified processes, procedures and controls to respond to changes in our business environment.

Any of these developments may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations, financial condition and cash flows even after the COVID-19 pandemic has subsided.

The full effects of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and are difficult to predict at this time.

Such developments include, but are not limited to, the ultimate severity, scope and duration of the pandemic and the preventative measures implemented to help limit the spread of the illness, the availability and effectiveness of treatments or vaccines and how soon and to what extent normal economic conditions, operations and demand for our services can resume.

The continued spread of COVID-19 has caused an economic slowdown and recession in the United States and other markets in which we operate, and it is possible that it could cause a global recession.

sponsorship.

We believe future growth in the use of credit, debit and GPR prepaid debit cards and other electronic payments will be driven by the cost, ease-of-use, and quality of services offered to consumers and businesses.

In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment methods that we process, including credit, debit and GPR prepaid debit cards.

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

delivering goods or rendering services at the time of payment.

The referendum in the United Kingdom in favor of the United Kingdom leaving the European Union, commonly referred to as "Brexit," has caused, and may continue to cause, economic uncertainty, including volatility in global stock markets and currency exchange fluctuations, which may adversely affect the profitability of our U.K. operations.

In addition, Brexit could lead to increased regulatory complexities, including, without limitation, regulation relating to data security, privacy and taxation.

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.

Consequently, no assurance can be given about the effect of the outcome on our U.K. business and its financial conditions, results of operations and cash flows may be adversely affected.

Regulatory authorities around the world are considering or have enacted a number of legislative and regulatory proposals concerning data privacy and use, including the E.U. General Data Protection Regulation and the California Consumer Protection Act, and the interpretation and application of consumer and data protection laws is increasingly uncertain.

Furthermore, we are subject to tax laws in each jurisdiction where we conduct business.

Changes in such laws or their interpretations could decrease the value of revenues we receive, the value of tax losses and tax credit carry forwards recorded on our balance sheet and have a material adverse effect on our financial condition, results of operations and cash flows.

In connection with the Merger, we achieved an investment grade debt structure.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.

We are evaluating the potential effect of the eventual replacement of the LIBOR benchmark interest rate, including the possibility of SOFR as the dominant replacement.

The market transition away from LIBOR and towards SOFR is expected to be gradual and complicated, including the development of term and credit adjustments to accommodate differences between LIBOR and SOFR.

Introduction of an alternative rate also may introduce additional basis risk for market participants as an alternative index is utilized along with LIBOR.

There can be no guarantee that SOFR will become widely used and that alternatives may or may not be developed with additional complications.

We are not able to predict whether LIBOR will cease to be available after 2021, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the effect of such a possible transition to SOFR may be on our business, financial condition, results of operations or cash flows.

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issue raised by a tax authority will be finally resolved at a financial amount no more than any related liability.

We may become subject to additional U.S., state or foreign taxes that cannot be passed through to our customers, in which case our earnings and cash flows could be adversely affected.

We are or may be subject in various jurisdictions to certain taxes that are not derived based on earnings (e.g. sales, gross receipts, property, value-added and other business taxes).

Application of these taxes is an emerging issue in our industry and the taxing authorities have not yet all adopted uniform regulations on certain of these topics.

If we are required to pay such taxes and are not able to pass the tax cost through to our customers, our earnings and cash flows would be negatively affected.

We have structured our business in accordance with existing tax laws and interpretations of such laws which have been confirmed through either tax rulings or opinions obtained in various jurisdictions, including those related to value-added taxes in Europe.

Changes in tax laws or their interpretations could decrease the value of revenues we receive and the amount of our cash flows and have a material adverse effect on our business.

Risks Related to the Merger with TSYS

We have incurred and expect to continue to incur substantial costs in connection with integration activities related to the Merger.

We have incurred and expect to continue to incur substantial costs and charges in connection with integration activities related to the Merger, including costs associated with employee termination benefits, consulting and other advisory fees, as well as asset write-offs.

There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including our business operating platforms and other operational matters as well as integrating our purchasing, accounting and finance, sales, payroll, pricing and benefits and other administrative processes.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration costs.

Moreover, many of the costs that will continue to be incurred are, by their nature, difficult to estimate accurately.

These costs could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative costs and the realization of economies of scale and cost savings.

These integration costs may result in significant charges against earnings, and the amount and timing of such charges are uncertain at present.

Combining with TSYS may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits of the Merger.

The success of the Merger will depend, in part, on the ability to realize the anticipated cost savings from combining our business with the acquired operations of TSYS.

To realize the anticipated benefits and cost savings from the Merger, we must successfully integrate and combine our businesses in a manner that permits those cost savings to be realized.

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."

Discussions of our results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018 that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2019, which was filed with the United States Securities and Exchange Commission on February 21, 2020.

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.

We operate in three reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions.

See "Note 16—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.

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.

Consolidated operating results for the year ended December 31, 2020 reflect a full year of the acquired operations of TSYS, while the prior year includes the acquired operations of TSYS only from the acquisition date through December 31, 2019.

We continue to focus on merger and integration activities, such as combining business operations, aligning go-to-market strategies, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

We also continue to invest in software and hardware to support the development of new technologies, infrastructure to support our growing business and continued consolidation and enhancement of our operating platforms.

See "Note 2—Acquisitions" in the notes to the accompanying consolidated financial statements for further discussion of the Merger.

*Effects of COVID-19 on Our Business*

In March 2020, the World Health Organization declared the outbreak of the COVID-19 virus a global pandemic.

During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19.

The pandemic has caused and may continue to cause significant disruptions to businesses and markets worldwide as the virus continues to spread or has a resurgence in certain jurisdictions.

The pandemic and measures to prevent its spread affected our financial results during 2020.

As governments took actions to encourage social distancing and implement shelter-in-place directives, spending and transaction volumes decreased beginning in mid-March 2020.

We saw improvement in our financial results and positive trends during the latter half of 2020 as certain state and local governments in the United States and abroad began to gradually ease restrictions, certain businesses reopened and spending increased.

While we continue to see signs of economic recovery, the

rate of recovery has been affected by the recent reinstatement of restrictions in certain jurisdictions both in the United States and internationally due to a resurgence of the virus.

We have taken a number of actions to preserve our available capital and provide financial flexibility in response to the effects of COVID-19 on our business, including temporarily suspending our share repurchase program during the second and third quarters of 2020 and reducing our planned capital investments in the business.

We also implemented cost-saving actions, such as reductions in employee compensation costs and discretionary spending, to help mitigate the financial effects of the COVID-19 pandemic.

We continue to closely monitor the evolving effects of the COVID-19 pandemic; however, the implications on future global economic conditions and related effects on our business and financial condition are difficult to predict due to uncertainties around the ultimate severity, scope and duration of the pandemic, the availability and effectiveness of treatments or vaccines and the direction or extent of current or future restrictive actions that may be imposed by governments or public health authorities.

While we expect the COVID-19 pandemic will continue to have an adverse effect on our revenues and earnings in 2021, we do expect a steady and progressive recovery throughout the year.

For a further discussion of trends, uncertainties and other factors that could affect our future operating results related to the effects of the COVID-19 pandemic, see “Item 1A – Risk Factors.”

Emerging Trends

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.

The industry continues to grow as a result of wider merchant acceptance and increased use of credit and debit cards, advances in payment processing technology and migration to ecommerce, omnichannel and contactless payment solutions.

The proliferation of credit and debit cards, as well as other digital payment solutions, has made the acceptance of electronic payments a virtual necessity for many businesses, regardless of size, in order to remain competitive.

Further, the expanding digitization of the economy and availability and access to financial services increases the demand for cards and electronic payments, which in turn drives growth in acceptance and transaction volumes.

The outbreak of the COVID-19 virus in 2020 introduced numerous economic and operational challenges for many industries and businesses.

However, the outbreak has also accelerated the use of electronic payments, the need for development of technologies and electronic-based solutions and expansion of ecommerce, omnichannel and contactless payment solutions.

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.

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.

For the year ended December 31, [removed: 2019,] [added: 2020,] currency exchange rate fluctuations reduced our consolidated revenues by approximately [removed: $44] [added: $4.9] million and reduced our operating income by approximately [removed: $21] [added: $0.5] million compared to the [removed: prior-year period,] [added: prior year,] calculated by converting revenues and operating income, respectively, for the current year, excluding revenues and operating income from current year acquisitions, in local currencies using exchange rates for the [removed: prior-year period.][added: prior year.]

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

For the year ended December 31, [removed: 2019,] [added: 2020,] our transaction gains and losses were insignificant.

As of December 31, [removed: 2019,] [added: 2020,] the amount outstanding under these variable-rate debt arrangements and settlement lines of credit was [removed: $3.4] [added: $2.4] billion.

We have entered into interest rate swaps that reduce a portion of our exposure to market interest rate risk on certain of our variable-rate debt as discussed in "Note [removed: 7—Long-Term] [added: 8—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: 2019,] [added: 2020,] a hypothetical increase of 50 basis points in applicable interest rates as of December 31, [removed: 2019] [added: 2020] would increase our annual interest expense by approximately [removed: $7.4] [added: $3.8] million and increase our annual interest income by approximately [removed: $2.8] [added: $1.9] million.

net income for the period.

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

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*.

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 conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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

The industry continues to grow as a result of wider merchant [removed: acceptance,] [added: acceptance and] increased [removed: consumer] use of credit and debit [removed: cards and] [added: cards,] advances in payment processing [removed: technology.][added: technology and migration to ecommerce, omnichannel and contactless payment solutions.]

The proliferation of credit and debit cards, as well as other digital payment solutions, has made the acceptance of electronic payments a [removed: virtual] necessity for many businesses, regardless of size, in order to remain competitive.

This increased use of cards and the availability of more sophisticated technology services to all market segments has resulted in [removed: a highly] [added: an increasingly] competitive and specialized industry.

[removed: | • |] [added: -] Continue to develop seamless multinational solutions for leading global customers; [removed: |][added: and]

[removed: | • |] [added: -] Pursue potential domestic and international acquisitions of, investments in and alliances with companies that have [removed: |][added: high growth potential, significant market presence, sustainable distribution platforms and/or key technological capabilities.]

[removed: | • |] [added: -] *Global Footprint and Distribution* - Our worldwide presence allows us to focus our investments on markets with promising gross domestic product fundamentals and favorable secular trends, makes us more attractive to customers with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk. [removed: |]

[removed: | • |] [added: -] *Technology Solutions -* We provide innovative technology-based solutions, including enterprise software solutions, that enable our customers to operate their business more efficiently and simplify the payments process, regardless of the channel through which the transaction occurs. [removed: We believe our robust technology solutions will continue to differentiate us in the marketplace and will position us for continued growth. |]

[removed: | • |] [added: -] *Scalable Operating Environment and Technology Infrastructure* - We operate with a multi-channel, global technology infrastructure, which provides scalable and innovative service offerings and a consistent service experience to our merchants, customers, financial institutions and other partners worldwide, while also driving sustainable operating efficiencies. [removed: |]

[removed: | • |] [added: -] *Strong, Long-lasting Partner Relationships* - We have established strong, long-lasting relationships with many financial institutions, enterprise software providers, value-added resellers and other technology-based payment service providers, which enable us to deliver a set of diverse solutions to our customers. [removed: |]

[removed: | • |] [added: -] *Disciplined Acquisition Approach* - Our proven track record for selectively and successfully sourcing, completing and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets. [removed: |]

[removed: As of December 31, 2019, we operated] [added: We operate] in three reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions.

See "Note [removed: 15—Segment] [added: 16—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.

See "Item [removed: 1A-Risk] [added: 1A - Risk] Factors" for additional information about these risks.

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

We distribute our Merchant Solutions services globally through multiple [added: relationship-led and technology-enabled distribution] channels and target customers in many vertical markets located throughout North America, Europe, Asia-Pacific and Latin [removed: America.]

Our technology-enabled distribution [removed: in North America] includes integrated and vertical market software solutions and ecommerce and omnichannel [removed: solutions.][added: solutions, each as described below.]

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

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

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

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

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

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

[removed: | • | *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: |]

[removed: | *•* | *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, [added: cashless advance, iGaming solutions,] traditional and electronic check processing and other services specific to this market. [removed: |]

[removed: | • | *Xenial*.] Through 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: |]

We sell ecommerce and omnichannel solutions to customers of all sizes, from small businesses accepting payments [added: in a single country, to enterprise and multinational businesses that have complex payment needs and operate retail and online businesses in multiple countries.]

[removed: Through] [added: Although] our [removed: wholesale channel,] [added: primary focus is on building high quality direct relationships with merchants, we also provide] our [removed: payment] services [removed: are offered] to merchants through independent sales organizations ("ISOs") and financial institutions.

In [removed: certain] [added: these] markets, we have sponsorship or depository and clearing agreements with financial institution sponsors.

[removed: In] [added: Under] this model, we route and clear transactions directly through the card brand’s network and are not restricted from performing funds settlement.

As an illustration, shown [removed: below,] [added: below in the sponsorship model,] on a $100.00 card transaction, the card issuer may fund the Member, our sponsor, (indirectly through the card network) $98.50 after retaining approximately $1.50 referred to as an interchange fee.

[added: 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: ]

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

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 [removed: cardholders] [added: cardholder] accounts on file.

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® [removed: brand.][added: and other brands.]

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 [added: features specifically tailored to their needs.]

[added: The] Business and Consumer Solutions [added: segment] has an extensive distribution and reload network [removed: comprising] [added: comprised of] 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 [removed: five] [added: four] card issuing banks.

We believe that as of December 31, [removed: 2019,] [added: 2020,] 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.

The outbreak of the COVID-19 virus in 2020 has further accelerated the use of electronic payments, the need for development of technologies and electronic-based solutions and expansion of ecommerce, omnichannel and contactless payment solutions.

- Deepen our competitive advantage through our pure play payments strategy;

- Continue to scale the three pillars of our strategy: software-driven focus, omnichannel expansion and exposure to faster growth markets;

- Further expand our leadership position in our technology-enabled businesses;

- Enhance and expand our offerings as a product-led, sales-driven company;

- Deliver operational excellence and outstanding customer experiences;

We believe our robust technology solutions will continue to differentiate us in the marketplace and will position us for continued growth.

America.

*Distribution Channels*

Our technology-enabled solutions represent a substantial component of our revenues.

*•ACTIVE Network*.

*•AdvancedMD*.

*•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.

*•Gaming.* We offer a comprehensive suite of solutions to the gaming market in North America.

*•Xenial*.

Human Capital Management

Our company currently does business in over 100 countries around the world, with team members living and working in 38 of them.

As of December 31, 2020, our approximately 24,000-employee workforce represented approximately 80 nationalities and 16 natively spoken languages, with approximately 68% residing in the Americas, 12.5% residing in Europe and 19.5% residing in Asia Pacific.

*Growth and Development*

Our strategy to develop and retain the best talent includes an emphasis on employee development and training.

Our online training platform provides a vast array of tools and application resources for all team members to build learning experiences and skills.

In order to help our employees strengthen the skills and behaviors needed for career advancement, the enhanced curriculum has been mapped to each of our defined leadership capabilities.

Mandatory annual unconscious bias training is also required for all team members.

*Well-being and Safety during COVID-19 Pandemic*

The success of our business is connected to the well-being of our team members.

Accordingly, we are committed to the health, safety and wellness of our team members worldwide.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our team members as well as the communities in which we operate.

This included enabling the vast majority of our worldwide employees to seamlessly shift to work from home.

Over the past several years, we have made significant investments in our operating environments and technology that support day-to-day execution.

The largely cloud-based systems and collaboration tools we use globally facilitated this smooth transition of operations to business continuity mode.

Additional health and safety measures have been implemented for team members continuing critical work within office locations, such as:

- Increasing cleaning protocols across all our locations;

- Initiating regular communication regarding effects of the COVID-19 pandemic on our operations, including health and safety protocols and procedures;

- Adjusting attendance policies to encourage those who are sick to stay home; and

- Implementing protocols to address actual and suspected COVID-19 cases and potential exposure.

*Inclusion and Diversity*

Our inclusion and diversity program focuses on workforce (our people), workplace (culture, tools and programs) and community.

We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.

| | |

| --- | --- |

| • | Grow and control our direct distribution by adding new channels and partners, including expanding our ownership of additional enterprise software solutions with a payments overlay in select vertical markets; |

| • | Deliver innovative services by developing value-added applications, enhancing existing services and developing new systems and services to blend technology with customer needs; |

| • | Leverage technology and operational advantages across our business segments and throughout our global footprint; |

| • | Provide customer service at levels that exceed our competition, while investing in technology, training and enhancements to our service offerings; and |

high growth potential, significant market presence, sustainable distribution platforms and/or key technological capabilities.

Prior to the completion of the Merger, we operated in three reportable segments: North America, Europe and Asia-Pacific.

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.

In general, our consolidated results do not reflect pronounced seasonality.

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.

Our primary mode of distribution is our direct distribution channels, including an extensive direct sales force selling our services and solutions across numerous vertical markets.

Our technology-enabled solutions represented a substantial component of our revenues in North America for the year ended December 31, 2019.

Our ecommerce and omnichannel solutions represent a growing percentage of the services we sell in Europe.

*Direct Distribution*

Our primary technology-enabled solutions include integrated solutions, vertical market software solutions and ecommerce and omnichannel solutions, each as described below.

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

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

*Wholesale Distribution*

Although our primary business model 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.

Under some arrangements, we remit the net amount

features specifically tailored to their needs.

Payment services have become increasingly complex, requiring significant capital commitments to develop, maintain and update the systems necessary to provide these advanced services at competitive prices.

prevent, investigate and address issues relating to processing system security and availability.

Employees and Labor

See Item 1A.

Risk Factors - "*Any new implementation of or changes made to laws, regulations, card network rules or other industry standards affecting our business in any of the geographic regions in which we operate may require significant development efforts or have an unfavorable effect on our financial results and our cash flows*."

See "Note [removed: 16—Commitments] [added: 17—Commitments] and Contingencies" in the notes to the accompanying consolidated financial statements for information about certain legal matters.

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

[removed: ][added: ]

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

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

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

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

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

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

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

| Common Stock, No Par Value | | [added: | | | |] GPN | | [added: | | | |] New York Stock Exchange | [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: $24,916,809,935.][added: $50,324,272,356.]

The number of shares of the registrant's common stock outstanding at February [removed: 19, 2020] [added: 16, 2021] was [removed: 299,627,279] [added: 295,243,402] shares.

Specifically identified portions of the registrant's proxy statement for the [removed: 2020] [added: 2021] annual meeting of shareholders are incorporated by reference in Part III.

[removed: 2019 ANNUAL] [added: 2020 ANNUAL] REPORT ON FORM 10-K

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

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

| ITEM 1. | | [removed: [BUSINESS](#sD35547906895531A85483E0B4F7429C2)] | [removed: [4](#sD35547906895531A85483E0B4F7429C2)] | [added: | | [BUSINESS](#ib3c23b1e4cd74916962a531a26e0bde7_16) | | | [4](#ib3c23b1e4cd74916962a531a26e0bde7_16) | | |]

| ITEM 1A. | | [added: | | | |] [RISK [removed: FACTORS](#sB33E1F70157652C1A1DDB59D20B52B1D)] [added: FACTORS](#ib3c23b1e4cd74916962a531a26e0bde7_19)] | [removed: [13](#sB33E1F70157652C1A1DDB59D20B52B1D)] | [added: | [14](#ib3c23b1e4cd74916962a531a26e0bde7_19) | | |]

| ITEM 2. | | [removed: [PROPERTIES](#s21171D58EB8D5FB8B960DC7F627E9055)] | [removed: [26](#s21171D58EB8D5FB8B960DC7F627E9055)] | [added: | | [PROPERTIES](#ib3c23b1e4cd74916962a531a26e0bde7_22) | | | [28](#ib3c23b1e4cd74916962a531a26e0bde7_22) | | |]

| ITEM 3. | | [added: | | | |] [LEGAL [removed: PROCEEDINGS](#s977CEE20AC25540A8D8DD76A65DD7A34)] [added: PROCEEDINGS](#ib3c23b1e4cd74916962a531a26e0bde7_25)] | [removed: [26](#s977CEE20AC25540A8D8DD76A65DD7A34)] | [added: | [28](#ib3c23b1e4cd74916962a531a26e0bde7_25) | | |]

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

| ITEM 5. | | [added: | | | |] [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#s9585276770215975855EEE8B16A2501A)] [added: SECURITIES](#ib3c23b1e4cd74916962a531a26e0bde7_31)] | [removed: [26](#s9585276770215975855EEE8B16A2501A)] | [added: | [28](#ib3c23b1e4cd74916962a531a26e0bde7_31) | | |]

| ITEM 6. | | [added: | | | |] [SELECTED FINANCIAL [removed: DATA](#sDE06F6C319EF5240BED7E72277F64C80)] [added: DATA](#ib3c23b1e4cd74916962a531a26e0bde7_34)] | [removed: [29](#sDE06F6C319EF5240BED7E72277F64C80)] | [added: | [31](#ib3c23b1e4cd74916962a531a26e0bde7_34) | | |]

| ITEM 7. | | [added: | | | |] [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s66F1D006CEC8536EA72A5138595ADEE0)] [added: OPERATIONS](#ib3c23b1e4cd74916962a531a26e0bde7_37)] | [removed: [30](#s66F1D006CEC8536EA72A5138595ADEE0)] | [added: | [32](#ib3c23b1e4cd74916962a531a26e0bde7_37) | | |]

| ITEM 7A. | | [added: | | | |] [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s358AB6E451125DA4B3714D06BF10C6CE)] [added: RISK](#ib3c23b1e4cd74916962a531a26e0bde7_49)] | [removed: [42](#s358AB6E451125DA4B3714D06BF10C6CE)] | [added: | [45](#ib3c23b1e4cd74916962a531a26e0bde7_49) | | |]

| ITEM 8. | | [added: | | | |] [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s4A9DC5FED3D75FEBA8FA2A63C7D60F03)] [added: DATA](#ib3c23b1e4cd74916962a531a26e0bde7_52)] | [removed: [44](#s4A9DC5FED3D75FEBA8FA2A63C7D60F03)] | [added: | [47](#ib3c23b1e4cd74916962a531a26e0bde7_52) | | |]

| ITEM 9. | | [added: | | | |] [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#s3B5D50C6A97C531B9CC502423A6AE0B8)] [added: DISCLOSURE](#ib3c23b1e4cd74916962a531a26e0bde7_157)] | [removed: [98](#s3B5D50C6A97C531B9CC502423A6AE0B8)] | [added: | [101](#ib3c23b1e4cd74916962a531a26e0bde7_157) | | |]

| ITEM 9A. | | [added: | | | |] [CONTROLS AND [removed: PROCEDURES](#s6ACCE535B9E15E4DA863195F44F5D1C7)] [added: PROCEDURES](#ib3c23b1e4cd74916962a531a26e0bde7_160)] | [removed: [98](#s6ACCE535B9E15E4DA863195F44F5D1C7)] | [added: | [101](#ib3c23b1e4cd74916962a531a26e0bde7_160) | | |]

| PART III | | | | [added: | | | | | | | |]

| ITEM 10. | | [added: | | | |] [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#s8B062BADD9B3535ABED8A82CCBE19309)] [added: GOVERNANCE](#ib3c23b1e4cd74916962a531a26e0bde7_166)] | [removed: [99](#s8B062BADD9B3535ABED8A82CCBE19309)] | [added: | [102](#ib3c23b1e4cd74916962a531a26e0bde7_166) | | |]

| ITEM 11. | | [added: | | | |] [EXECUTIVE [removed: COMPENSATION](#sF7F68BDAD6275DD99D780748F3ED8FB2)] [added: COMPENSATION](#ib3c23b1e4cd74916962a531a26e0bde7_169)] | [removed: [99](#sF7F68BDAD6275DD99D780748F3ED8FB2)] | [added: | [102](#ib3c23b1e4cd74916962a531a26e0bde7_169) | | |]

| ITEM 12. | | [added: | | | |] [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#s4484E040312150C9BD0E3EF5F460E1D7)] [added: MATTERS](#ib3c23b1e4cd74916962a531a26e0bde7_172)] | [removed: [99](#s4484E040312150C9BD0E3EF5F460E1D7)] | [added: | [102](#ib3c23b1e4cd74916962a531a26e0bde7_172) | | |]

| ITEM 13. | | [added: | | | |] [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#s33E4F2B8BE4252F085042EE773291CE1)] [added: INDEPENDENCE](#ib3c23b1e4cd74916962a531a26e0bde7_175)] | [removed: [100](#s33E4F2B8BE4252F085042EE773291CE1)] | [added: | [103](#ib3c23b1e4cd74916962a531a26e0bde7_175) | | |]

| ITEM 14. | | [added: | | | |] [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#s8A701AD66454579DA7FBFC2FD274F38D)] [added: SERVICES](#ib3c23b1e4cd74916962a531a26e0bde7_178)] | [removed: [100](#s8A701AD66454579DA7FBFC2FD274F38D)] | [added: | [103](#ib3c23b1e4cd74916962a531a26e0bde7_178) | | |]

| PART IV | | | | [added: | | | | | | | |]

| ITEM 15. | | [added: | | | |] [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#s17CE4E43AE1B54BBB3345AF9D86E7632)] [added: SCHEDULES](#ib3c23b1e4cd74916962a531a26e0bde7_184)] | [removed: [100](#s17CE4E43AE1B54BBB3345AF9D86E7632)] | [added: | [103](#ib3c23b1e4cd74916962a531a26e0bde7_184) | | |]

Some of the statements we use in this report, and in some of the documents we incorporate by reference in this report, contain forward-looking statements concerning our business operations, economic performance and financial condition, including in particular: our business strategy and means to implement the strategy; measures of future results of operations, such as revenues, expenses, operating margins, income tax rates, and earnings per share; other operating metrics such as shares outstanding and capital expenditures; [added: the effects of the COVID-19 pandemic on] our [added: business; our] success and timing in developing and introducing new services and expanding our business; and statements about the benefits of our acquisitions, including future financial and operating results, the [removed: combined] company’s plans, objectives, expectations and intentions, and the successful integration of our future [removed: acquisitions.][added: acquisitions or completion of anticipated benefits and strategic initiatives.]

Important factors, among others, that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements [added: or historical performance] include [removed: failure to realize] the [removed: expected benefits] [added: timing and severity] of the [removed: merger with Total System Services, Inc. ("TSYS")] [added: effects of global economic, political, market, health and social events] or [removed: difficulties integrating] [added: other conditions, including] the [removed: business] [added: timing and severity] of the [removed: combined company,] [added: effects of the COVID-19 pandemic; regulatory measures or voluntary actions, including continued or prolonged social distancing, shelter-in-place orders, operating restrictions on businesses and similar measures imposed or undertaken in an effort to combat the spread of the COVID-19 pandemic; management’s assumptions and projections used in their estimates of the timing and severity of the effects of the COVID-19 pandemic on our future revenues, results of operations and liquidity; our ability to meet our liquidity needs in light of the effects of the COVID-19 pandemic; the outcome of any legal proceedings that may be instituted against our directors; difficulties, delays and] higher than anticipated costs related to integrating the [removed: businesses, business disruptions or the risk] [added: businesses] of [removed: customer loss related to the merger with] [added: Global Payments and] TSYS, [removed: our ability] [added: including with respect] to [removed: safeguard our data; increased competition from larger companies] [added: implementing controls to prevent a material security breach of any internal systems or to successfully manage credit] and [removed: non-traditional competitors, our ability] [added: fraud risks in business units; failing] to [removed: update] [added: fully realize anticipated cost savings and other anticipated benefits of the Merger when expected or at all; business disruptions from the Merger integration that may harm] our [removed: services] [added: business, including current plans and operations; failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes] in [removed: a timely manner; our] [added: those requirements; the] ability to maintain Visa and Mastercard registration and financial institution sponsorship; [removed: our reliance on financial institutions] [added: the ability] to [removed: provide clearing services] [added: retain and hire key personnel; the diversion of management’s attention from ongoing business operations; the continued availability of capital and financing; the business, economic and political conditions] in [removed: connection with our settlement activities; our potential failure to comply with card network requirements; risk associated with our indebtedness; potential systems interruptions or failures; software defects or undetected errors;] [added: the markets in which we operate;] increased [removed: attrition of merchants, referral partners or independent sales organizations;] [added: competition in the markets in which we operate and] our ability to increase our [added: market] share [removed: of] [added: in] existing markets and expand into new markets; [removed: development of market trends and technologies; a decline in the use of cards for payment generally; unanticipated increases in chargeback liability; increases in credit card network fees; change in laws, regulations or network rules or interpretations thereof;] [added: our ability to safeguard our data; risks associated with our indebtedness,] foreign currency exchange and interest rate risks; [removed: political, economic and regulatory changes in] the [removed: foreign countries in which we operate; future performance, integration and conversion] [added: effects] of [removed: acquired operations, including without limitation, difficulties and delays] [added: new or changes] in [removed: integrating] [added: current laws, regulations, credit card association rules] or [removed: fully realizing cost savings and] other [removed: benefits of our acquisitions at all or within the expected time period; fully realizing anticipated annual interest expense savings from refinancing our credit facilities;] [added: industry standards, including privacy and cybersecurity laws and regulations; and events beyond] our [removed: loss] [added: control, such as acts] of [removed: key personnel] [added: terrorism,] and other [removed: risk] factors presented in [removed: Item "1A] [added: "Item 1A] - Risk [removed: Factors] [added: Factors"] of this Annual Report on Form [removed: 10‑K,"] [added: 10-K,] which we advise you to review.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

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| | | | | | | [SIGNATURES](#ib3c23b1e4cd74916962a531a26e0bde7_187) | | | [107](#ib3c23b1e4cd74916962a531a26e0bde7_187) | | |

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

Unless the context requires otherwise, references in this report to "Global Payments," the "Company," "we," "our" or "us," refer to Global Payments Inc. and its subsidiaries.

We have properties located [removed: in the United States and in countries outside the United States to support] [added: within] the [added: various global] geographic markets in which we conduct business.

Our properties include office space and data [removed: centers] [added: centers,] most of which we lease.

Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February [removed: 19, 2020,] [added: 16, 2021,] there were [removed: 14,180] [added: 13,490] shareholders of record.

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, [removed: 2019, 2018] [added: 2020, 2019] and [added: 2018,] 2017, [added: and] the 2016 fiscal transition period and the [removed: years] [added: year] ended May 31, [removed: 2016 and 2015.][added: 2016.]

The line graph assumes the investment of $100 in our common stock, the Standard & Poor's ("S&P") 500 Index and the Standard & Poor's Information Technology Index on May 31, [removed: 2014] [added: 2015] and assumes reinvestment of all dividends.

COMPARISON OF [removed: 5-YEAR] [added: 6 YEAR] CUMULATIVE TOTAL RETURN*

[removed: ][added: ]

*$100 invested on May 31, [removed: 2014] [added: 2015] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2020] [added: 2021] Standard & Poor's, a division of S&P Global.

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

| May 31, [removed: 2014] [added: 2015] | | [added: | | | |] $ | 100.00 | | | [added: | |] $ | 100.00 | | | [added: | |] $ | 100.00 | |

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2019.][added: 2020.]

Information about the shares of our common stock that we repurchased during the quarter ended December 31, [removed: 2019] [added: 2020] is set forth below:

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

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

[removed: | (1) | Our] [added: (1)Our] board of directors [removed: has] authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions. [removed: |]

During the quarter ended December 31, [removed: 2019,] [added: 2020,] pursuant to our employee incentive plans, we withheld [removed: 122,617] [added: 86,214] shares at an average price per share of [removed: $180.77] [added: $213.96] 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.

Fiscal year ending December 31

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| May 31, 2016 | | | | | | 148.95 | | | | | | 101.72 | | | | | | 103.32 | | |

| December 31, 2016 | | | | | | 133.12 | | | | | | 109.96 | | | | | | 114.53 | | |

| December 31, 2017 | | | | | | 192.33 | | | | | | 133.96 | | | | | | 159.00 | | |

| December 31, 2018 | | | | | | 197.95 | | | | | | 128.09 | | | | | | 158.54 | | |

| December 31, 2019 | | | | | | 350.86 | | | | | | 168.42 | | | | | | 238.27 | | |

| December 31, 2020 | | | | | | 415.89 | | | | | | 199.41 | | | | | | 342.85 | | |

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| October 1-31, 2020 | | | 1,412 | | | | | | $ | 177.49 | | | | | — | | | | | | $ | — | |

| November 1-30, 2020 | | | 822,592 | | | | | | 182.79 | | | | | | — | | | | | | — | | |

| December 1-31, 2020 | | | 471,809 | | | | | | 207.33 | | | | | | — | | | | | | — | | |

| Total | | | 1,295,813 | | | | | | $ | 191.72 | | | | | — | | | | | | $ | 1,020.0 | |

(2)On January 28, 2021, the board of directors increased its authorization to repurchase shares of our common stock to $1,500 million, inclusive of prior share repurchase programs authorized by the board and repurchases made thereunder.

As of December 31, 2020, the approximate dollar value of shares that may yet be purchased under our share repurchase program was $1,020.0 million.

The authorizations by our board of directors do not expire, but could be revoked at any time.

In addition, we are not required by any of our board's authorizations or otherwise to complete any repurchases by any specific time or at all.

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| 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 | | |

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| 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 | |

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| (2) | 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. 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 our board of directors do not expire, but could be revoked at any time. In addition, we are not required by any of our board's authorizations or otherwise to complete any repurchases by any specific time or at all. |

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

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | | | | |

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

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

| Revenues | [added: | |] $ | [added: 7,423,558 | | | | | $ |] 4,911,892 | | | [added: | |] $ | 3,366,366 | | | [added: | |] $ | 3,975,163 | | | [removed: $] | [removed: 2,202,896] | [added: $] | [added: 2,202,896] | [removed: $] | [removed: 2,898,150] | | | $ | [removed: 2,773,718] [added: 2,898,150] | |

| Operating income | [added: | | 893,953 | | | | | |] 791,417 | | | | [added: | |] 737,055 | | | | [added: | |] 558,868 | | | | [removed: 237,951] | | [added: 237,951] | | [removed: 424,944] | | | | [removed: 456,597] [added: 424,944] | | |

| Net income | [added: | | 605,100 | | | | | |] 469,276 | | | | [added: | |] 484,667 | | | | [added: | |] 494,070 | | | | [removed: 137,683] | | [added: 137,683] | | [removed: 290,217] | | | | [removed: 309,115] [added: 290,217] | | |

| Net income attributable to Global Payments | [added: | | 584,520 | | | | | |] 430,613 | | | | [added: | |] 452,053 | | | | [added: | |] 468,425 | | | | [removed: 124,931] | | [added: 124,931] | | [removed: 271,666] | | | | [removed: 278,040] [added: 271,666] | | |

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

| Basic earnings per share | [added: | |] $ | [added: 1.95 | | | | | $ |] 2.17 | | | [added: | |] $ | 2.85 | | | [added: | |] $ | 3.03 | | | [removed: $] | [removed: 0.81] | [added: $] | [added: 0.81] | [removed: $] | [removed: 2.05] | | | $ | [removed: 2.07] [added: 2.05] | |

| Diluted earnings per share | [added: | | 1.95 | | | | | |] 2.16 | | | | [added: | |] 2.84 | | | | [added: | |] 3.01 | | | | [removed: 0.81] | | [added: 0.81] | | [removed: 2.04] | | | | [removed: 2.06] [added: 2.04] | | |

| Cash dividends declared per common share | [added: | | 0.78 | | | | | |] 0.225 | | | | [added: | |] 0.04 | | | | [added: | |] 0.04 | | | | [removed: 0.02] | | [added: 0.02] | | [removed: 0.04] | | | | 0.04 | | |

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

| Total assets | [added: | |] $ | [added: 44,201,545 | | | | | $ |] 44,480,162 | | | [added: | |] $ | 13,230,774 | | | [added: | |] $ | 12,998,069 | | | [removed: $] | [removed: 10,664,350] | [added: $] | [added: 10,664,350] | [removed: $] | [removed: 10,509,952] | | | $ | [removed: 5,779,301] [added: 10,509,952] | |

| Settlement lines of credit | [added: | | 358,698 | | | | | |] 463,237 | | | | [added: | |] 700,486 | | | | [added: | |] 635,166 | | | | [removed: 392,072] | | [added: 392,072] | | [removed: 378,436] | | | | [removed: 592,629] [added: 378,436] | | |

| Long-term debt | [added: | | 9,293,764 | | | | | |] 9,125,501 | | | | [added: | |] 5,130,243 | | | | [added: | |] 4,659,716 | | | | [removed: 4,438,612] | | [added: 4,438,612] | | [removed: 4,515,286] | | | | [removed: 1,740,067] [added: 4,515,286] | | |

| Total equity | [added: | | 27,487,044 | | | | | |] 28,054,989 | | | | [added: | |] 4,186,343 | | | | [added: | |] 3,965,231 | | | | [removed: 2,779,342] | | [added: 2,779,342] | | [removed: 2,877,404] | | | | [removed: 863,553] [added: 2,877,404] | | |

As more fully described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" [removed: 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.

See "Note 2—Acquisitions" and "Note [removed: 7—Long-Term] [added: 8—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.

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: $320.0 million for the year ended December 31, 2020,] $255.6 million for the year ended December 31, 2019, [removed: 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 seven months ended December 31, 2016 and $51.3 million for the year ended May 31, 2016.

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

(b) a gain of [added: $27.7 million and] $41.2 million [added: for the year ended December 31, 2020 and the seven months ended December 31, 2016, respectively,] recognized in connection with the sale of our membership interests in Visa Europe [removed: Limited for the seven months ended December 31, 2016.][added: Limited.]

[removed: ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS][added: See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the effects of the COVID-19 pandemic.]

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Our financial results for the year ended December 31, 2020 reflect the unfavorable effects of the COVID-19 pandemic on our revenues as governments took actions to encourage social distancing and implemented shelter-in-place directives, slightly offset by cost-saving actions, such as reductions in employee compensation costs and discretionary spending, to help mitigate the financial effects of the COVID-19 pandemic.

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the year ended December 31, 2017.

See "Note 9—Income Tax" in the notes to the accompanying consolidated financial statements for further discussion; and

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.

See "Note 2—Acquisitions" in the notes to the accompanying consolidated financial statements for further discussion of the Merger.

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:

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| • | 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.

We anticipate that the continued development of new services and the emergence of new vertical markets will be a factor in the growth of our business and our revenue in the future.

Results of Operations

Prior to the completion of the Merger, we operated in three reportable segments: North America, Europe and Asia-Pacific.

In the fourth quarter of 2019, as a result of the Merger, we realigned our executive management and organizational structures.

Based on an evaluation performed in accordance with the guidance provided in Accounting Standards Codification Topic 280, *Segment Reporting*, we determined that our new reportable segments as of December 31, 2019 were: Merchant Solutions, Issuer Solutions, and Business and Consumer Solutions.

In connection with the organizational realignment, the legacy Global Payments businesses are included in the Merchant Solutions segment, with the exception of a small portion of our European business that is included in the Issuer Solutions segment.

Certain operating expenses, that prior to the Merger were considered "enterprise-wide" expenses and reported in Corporate, are now reflected in the Merchant Solutions segment.

For further information about our reportable segments, see "Item 1.

Business—Business Segments" and "Note 15—Segment Information" in the notes to the accompanying consolidated financial statements, incorporated herein by reference.

The following discussion of our results recasts our segments for prior periods to conform to our new segment presentation.

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, 2020 and 2019, the related consolidated statements of income, comprehensive income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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 19, 2021, 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 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.

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 conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Issuer Solutions - Refer to Notes 1 and 3 to the financial statements.

*Critical Audit Matter Description*

The Company enters into long-term revenue contracts with its Issuer Solutions customers.

Issuer Solutions customer contracts may include multiple promises, including processing services, loyalty redemption services and professional services to financial institutions and other financial services providers.

The Company has determined that the processing services and loyalty redemption services represent stand-ready performance obligations comprising a series of distinct days of services that are substantially the same and have the same pattern of transfer to the customer.

Professional services representing performance obligations are satisfied over time.

We identified the determination of performance obligations for Issuer Solutions revenue contracts as a critical audit matter, given the judgment required to determine whether promised services are capable of being distinct and are distinct within the context of the contract.

A high degree of auditor judgment was required to evaluate the Company's identification of the performance obligations in the contract.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the Company's Issuer Solutions revenue transactions, specifically its identification of the performance obligations in contracts with its customers, included the following, among others:

- We evaluated the effectiveness of controls over Issuer Solutions contract revenue, including controls over the identification of performance obligations.

- We selected a sample of Issuer Solutions contracts and evaluated whether the performance obligations were appropriately identified in each of the selected contracts including whether the promised services are capable of being distinct and are distinct in the context of the contract.

Revenues - Payment processing solutions and services - Refer to Note 1 to the financial statements.

*Critical Audit Matter Description*

The Company's revenues from its payment processing solutions and services consist of activity-based fees made up of a significant volume of low-dollar transactions, sourced from multiple systems and applications.

The processing of transactions and recording of revenue is highly automated and is based on contractual terms with merchants, financial institutions, financial service providers, payment networks, and other parties.

Accordingly, we identified payment processing solutions and services revenues as a critical audit matter.

This required an increased extent of effort, including the need for us to involve professionals with expertise in information technology (IT), to identify, test, and evaluate the Company's systems, software applications, and automated controls.

*How the Critical Audit Matter Was Addressed in the Audit*

As of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on the results of its evaluation, [removed: which excluded assessments of the internal control of the acquired operations of TSYS,] management believes that as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting is effective based on those criteria.

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: 2019.][added: 2020.]

During the quarter ended December 31, [removed: 2019,] [added: 2020,] as part of our ongoing integration activities following the Merger, we continued to apply our controls and procedures to the [added: acquired operations of] TSYS [removed: business] and to augment our company-wide controls to address the risks inherent in an acquisition [added: business combination] of this magnitude.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 includes the acquired operations of TSYS.

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

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

In accordance with our integration efforts, we plan to incorporate the acquired operations of 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 the acquired operations of TSYS constituted approximately 32% of our total consolidated assets as of December 31, 2019.

Operating results of the acquired operations of TSYS comprised approximately 25% of our total consolidated revenues and approximately of 10% our consolidated operating income for the year ended December 31, 2019.

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 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 2021 Annual Meeting of Shareholders to be held on April 29, 2021 ("2021 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 2021 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 2021 Proxy Statement.

The following table provides certain information as of December 31, 2020 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 | | | 858,771 | | | | | | 71.15 | | | | | | 34,429,224 | | |

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

| Total | | | 858,771 | | | | | | $ | 71.15 | | | | | 34,429,224 | | |

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes 9,519,101 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, 1,880,010 shares authorized under our 2000 Employee Stock Purchase Plan (the "2000 ESPP"), 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.

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 2021 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 2021 Proxy Statement.

PART IV

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

| Reports of Independent Registered Public Accounting Firm | [removed: [44](#s76ED94C45EA35DB487ECE8B93BCFBCBD)] | [added: | [48](#ib3c23b1e4cd74916962a531a26e0bde7_55) | | |]

| Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [49](#s15D5CFCD3A1658638FE277F8CF9C3CA2)] | [added: | [50](#ib3c23b1e4cd74916962a531a26e0bde7_61) | | |]

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [50](#s228162219B3D55529F9FBED95531E09B)] | [added: | [51](#ib3c23b1e4cd74916962a531a26e0bde7_64) | | |]

| Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: [51](#s5B8A45962E3A56BF9CDDE9118ADBE3E9)] | [added: | [52](#ib3c23b1e4cd74916962a531a26e0bde7_67) | | |]

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [52](#s49F3D418C94F5707AECACF1DF68732DB)] | [added: | [53](#ib3c23b1e4cd74916962a531a26e0bde7_73) | | |]

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [53](#s9CC896CDB4E55016B3F284A5CFE07F2E)] | [added: | [54](#ib3c23b1e4cd74916962a531a26e0bde7_76) | | |]

| Notes to Consolidated Financial Statements | [removed: [55](#s0DBE970BDD155D30A05B55896C773375)] | [added: | [56](#ib3c23b1e4cd74916962a531a26e0bde7_85) | | |]

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

| Schedule II, Valuation and Qualifying Accounts | [removed: [97](#s0C185862EC3352D5AC8199B62A6BBE95)] | [added: | [99](#ib3c23b1e4cd74916962a531a26e0bde7_154) | | |]

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

| 2.1++ | [added: | |] [Agreement and Plan of Merger, by and between Total System Services, Inc. and Global Payments Inc., dated as of May 27, 2019, incorporated by reference to Exhibit 2.1 to Global Payment Inc.’s Current Report on Form 8-K filed on May 31, [removed: 2019. ++](http://www.sec.gov/Archives/edgar/data/1123360/000119312519162970/d97493dex21.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519162970/d97493dex21.htm)] | [added: | |]

| 3.1 | [added: | |] [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) | [added: | |]

| [removed: 3.2] [added: 3.3] | [removed: [Ninth] [added: | | [T](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex32tenthamendedandres.htm)[enth] Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit [removed: 4.2 to Global Payments Inc.’s Post-Effective Amendment No.1 on Form S-8] [added: 3.2] to the [removed: Registration Statement] [added: Company’s Current Report] on Form [removed: S-4] [added: 8-K] filed on [removed: September 18, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex42.htm)] [added: May 1, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex32tenthamendedandres.htm)] | [added: | |]

| 4.1 | [added: | |] [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) | [added: | |]

| 4.2 | [added: | |] [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) | [added: | |]

| 4.3 | [added: | |] Form of Notes (included in Exhibit 4.2). | [added: | |]

| 4.4 | [added: | |] [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) | [added: | |]

| 4.5 | [added: | |] [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) | [added: | |]

| 4.6 | [added: | |] [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) | [added: | |]

| 4.7 | [added: | |] [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) | [added: | |]

| 4.8 | [added: | |] [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) | [added: | |]

| 4.9 | [added: | |] [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) | [added: | |]

| 4.1 | [added: | |] [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) | [added: | |]

| 4.11 | [added: | |] [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) | [added: | |]

| 4.12* | [added: | |] [Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336020000009/ex412descriptionofregi.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336021000009/ex412descriptionofregistra.htm)] | [added: | |]

| 10.1 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex101.htm) | [added: | |]

| 10.2 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex102.htm) | [added: | |]

| 10.3 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex107sixthamendedandre.htm) | [added: | |]

| 10.4 | [added: | |] [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) | [added: | |]

| 10.5 | [added: | |] [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) | [added: | |]

| 10.6 | [added: | |] [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) | [added: | |]

| 10.7 | [added: | |] [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) | [added: | |]

| 10.8+ | [added: | |] [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 [added: on] July 28, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm) | [added: | |]

| 10.9+ | [added: | |] [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 [added: on] July 30, 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm) | [added: | |]

| 10.10+ | [added: | |] [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 [added: on] July 30, 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm) | [added: | |]

| 10.11+ | [added: | |] [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) | [added: | |]

| 10.12+ | [added: | |] [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 [added: on] July 25, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm) | [added: | |]

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

| 10.14+ | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm) | [added: | |]

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| 3.2 | | | [Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex31articlesofamendmen.htm) | | |

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| 4.13 | | | [Supplemental Indenture No. 2, dated as of May 15, 2020, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 15, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm) | | |

| 4.14 | | | Form of Global Note (included in Exhibit 4.13). | | |

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| 10.31 + | | | [Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex101formofrestricteds.htm) | | |

| 10.32 + | | | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex102formofperformance.htm) | | |

| 10.33+ | | | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex103formofstockoption.htm) | | |

| 10.34+ | | | [Underwriting Agreement, dated May 7, 2020, among the Company and the underwriters named therein, incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K filed on May 8, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520136667/d926144dex11.htm) | | |

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| Index to Exhibits | | | [103](#ib3c23b1e4cd74916962a531a26e0bde7_184) | | |

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| | | | Jeffrey S. Sloan | | | | | | | | | | | | | | |

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

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