Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20192020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             

Commission file number: 001-16111
gpn-20200930_g1.jpg
GLOBAL PAYMENTS INC.INC.
(Exact name of registrant as specified in charter)
Georgia58-2567903
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Georgia58-2567903
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3550 Lenox Road,Atlanta,Georgia30326
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (770) (770) 829-8000
Securities registered pursuant to Section 12(b) of the Act
Title of each classTickerTrading symbolName of exchange on which registered
Common stock, no par valueGPNNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo
The number of shares of the issuer’s common stock, no par value, outstanding as of October 27, 201926, 2020 was 300,548,018299,337,266.



Table of Contents
GLOBAL PAYMENTS INC.
FORM 10-Q
For the quarterly period ended September 30, 20192020

TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II - OTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 6.



2

Table of Contents
PART 1 - FINANCIAL INFORMATION

ITEM 1—FINANCIAL STATEMENTS

GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Three Months EndedThree Months Ended
September 30, 2019 September 30, 2018September 30, 2020September 30, 2019
   
Revenues$1,105,941
 $857,670
Revenues$1,917,815 $1,105,941 
Operating expenses:   Operating expenses:
Cost of service427,720
 265,013
Cost of service900,921 427,720 
Selling, general and administrative504,184
 369,495
Selling, general and administrative726,475 504,184 
931,904
 634,508
1,627,396 931,904 
Operating income174,037
 223,162
Operating income290,419 174,037 
   
Interest and other income11,232
 3,134
Interest and other income29,983 11,232 
Interest and other expense(96,161) (46,356)Interest and other expense(82,976)(96,161)
(84,929) (43,222) (52,993)(84,929)
Income before income taxes89,108
 179,940
Income tax benefit16,623
 6,089
Income before income taxes and equity in income of equity method investmentsIncome before income taxes and equity in income of equity method investments237,426 89,108 
Income tax (expense) benefitIncome tax (expense) benefit(42,834)16,623 
Income before equity in income of equity method investmentsIncome before equity in income of equity method investments194,592 105,731 
Equity in income of equity method investments, net of taxEquity in income of equity method investments, net of tax35,638 
Net income105,731
 186,029
Net income230,230 105,731 
Net income attributable to noncontrolling interests, net of income tax(10,687) (9,659)
Net income attributable to noncontrolling interests, net of taxNet income attributable to noncontrolling interests, net of tax(9,259)(10,687)
Net income attributable to Global Payments$95,044
 $176,370
Net income attributable to Global Payments$220,971 $95,044 
   
Earnings per share attributable to Global Payments:   Earnings per share attributable to Global Payments:
Basic earnings per share$0.54
 $1.12
Basic earnings per share$0.74 $0.54 
Diluted earnings per share$0.54
 $1.11
Diluted earnings per share$0.74 $0.54 
See Notes to Unaudited Consolidated Financial Statements.

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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Nine Months EndedNine Months Ended
September 30, 2019 September 30, 2018September 30, 2020September 30, 2019
   
Revenues$2,924,131
 $2,485,811
Revenues$5,493,365 $2,924,131 
Operating expenses:   Operating expenses:
Cost of service1,035,225
 781,943
Cost of service2,728,532 1,035,225 
Selling, general and administrative1,293,651
 1,133,799
Selling, general and administrative2,122,862 1,293,651 
2,328,876
 1,915,742
4,851,394 2,328,876 
Operating income595,255
 570,069
Operating income641,971 595,255 
   
Interest and other income20,342
 17,397
Interest and other income35,277 20,342 
Interest and other expense(220,858) (139,681)Interest and other expense(258,475)(220,858)
(200,516) (122,284) (223,198)(200,516)
Income before income taxes394,739
 447,785
Income before income taxes and equity in income of equity method investmentsIncome before income taxes and equity in income of equity method investments418,773 394,739 
Income tax expense(39,765) (46,441)Income tax expense(59,173)(39,765)
Income before equity in income of equity method investmentsIncome before equity in income of equity method investments359,600 354,974 
Equity in income of equity method investments, net of taxEquity in income of equity method investments, net of tax60,682 
Net income354,974
 401,344
Net income420,282 354,974 
Net income attributable to noncontrolling interests, net of income tax(27,132) (24,506)
Net income attributable to noncontrolling interests, net of taxNet income attributable to noncontrolling interests, net of tax(18,406)(27,132)
Net income attributable to Global Payments$327,842
 $376,838
Net income attributable to Global Payments$401,876 $327,842 
   
Earnings per share attributable to Global Payments:   Earnings per share attributable to Global Payments:
Basic earnings per share$2.00
 $2.37
Basic earnings per share$1.34 $2.00 
Diluted earnings per share$2.00
 $2.36
Diluted earnings per share$1.34 $2.00 
See Notes to Unaudited Consolidated Financial Statements.


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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

 Three Months Ended
 September 30, 2019 September 30, 2018
    
Net income$105,731
 $186,029
Other comprehensive income (loss):   
Foreign currency translation adjustments(67,279) (15,395)
Income tax benefit related to foreign currency translation adjustments144
 140
Net unrealized (losses) gains on hedging activities(40,265) 1,845
Reclassification of net unrealized losses (gains) on hedging activities to interest expense1,193
 (1,663)
Income tax benefit (expense) related to hedging activities9,289
 (110)
Other, net of tax37
 (58)
Other comprehensive loss(96,881) (15,241)
    
Comprehensive income8,850
 170,788
Comprehensive income attributable to noncontrolling interests(1,967) (21,333)
Comprehensive income attributable to Global Payments$6,883
 $149,455


Three Months Ended
September 30, 2020September 30, 2019
Net income$230,230 $105,731 
Other comprehensive income (loss):
Foreign currency translation adjustments110,809 (67,279)
Income tax benefit related to foreign currency translation adjustments144 
Net unrealized gains (losses) on hedging activities194 (40,265)
Reclassification of net unrealized losses on hedging activities to interest expense11,133 1,193 
Income tax (expense) benefit related to hedging activities(2,612)9,289 
Other, net of tax(3,531)37 
Other comprehensive income (loss)115,993 (96,881)
Comprehensive income346,223 8,850 
Comprehensive income attributable to noncontrolling interests(18,010)(1,967)
Comprehensive income attributable to Global Payments$328,213 $6,883 

Nine Months Ended
September 30, 2020September 30, 2019
Net income$420,282 $354,974 
Other comprehensive income (loss):
Foreign currency translation adjustments(10,844)(54,377)
Income tax benefit related to foreign currency translation adjustments1,160 1,695 
Net unrealized losses on hedging activities(53,332)(96,997)
Reclassification of net unrealized losses (gains) on hedging activities to interest expense25,786 (1,530)
Income tax benefit related to hedging activities6,677 23,800 
Other, net of tax(3,288)165 
Other comprehensive loss(33,841)(127,244)
Comprehensive income386,441 227,730 
Comprehensive income attributable to noncontrolling interests(25,898)(17,780)
Comprehensive income attributable to Global Payments$360,543 $209,950 
 Nine Months Ended
 September 30, 2019 September 30, 2018
    
Net income$354,974
 $401,344
Other comprehensive income (loss):   
Foreign currency translation adjustments(54,377) (80,620)
Income tax benefit (expense) related to foreign currency translation adjustments1,695
 (224)
Net unrealized (losses) gains on hedging activities(96,997) 12,353
Reclassification of net unrealized gains on hedging activities to interest expense(1,530) (2,830)
Income tax benefit (expense) related to hedging activities23,800
 (2,420)
Other, net of tax165
 (59)
Other comprehensive loss(127,244) (73,800)
    
Comprehensive income227,730
 327,544
Comprehensive income attributable to noncontrolling interests(17,780) (36,264)
Comprehensive income attributable to Global Payments$209,950
 $291,280

See Notes to Unaudited Consolidated Financial Statements.



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GLOBAL PAYMENTS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, 2020December 31, 2019
(Unaudited)
ASSETS  
Current assets:  
Cash and cash equivalents$2,220,822 $1,678,273 
Accounts receivable, net822,033 895,232 
Settlement processing assets1,385,308 1,353,778 
Prepaid expenses and other current assets540,487 439,165 
Total current assets4,968,650 4,366,448 
Goodwill23,745,340 23,759,740 
Other intangible assets, net12,251,680 13,154,655 
Property and equipment, net1,526,178 1,382,802 
Deferred income taxes6,822 6,292 
Other noncurrent assets2,051,112 1,810,225 
Total assets$44,549,782 $44,480,162 
LIABILITIES AND EQUITY
Current liabilities:
Settlement lines of credit$439,371 $463,237 
Current portion of long-term debt831,500 35,137 
Accounts payable and accrued liabilities1,696,048 1,822,166 
Settlement processing obligations1,448,335 1,258,806 
Total current liabilities4,415,254 3,579,346 
Long-term debt8,436,962 9,090,364 
Deferred income taxes2,966,020 3,145,641 
Other noncurrent liabilities767,704 609,822 
Total liabilities16,585,940 16,425,173 
Commitments and contingencies
Equity:
Preferred stock, 0 par value; 5,000,000 shares authorized and NaN issued
Common stock, 0 par value; 400,000,000 shares authorized at September 30, 2020 and December 31, 2019; 299,286,847 issued and outstanding at September 30, 2020 and 300,225,590 issued and outstanding at December 31, 2019
Paid-in capital25,620,599 25,833,307 
Retained earnings2,476,962 2,333,011 
Accumulated other comprehensive loss(351,904)(310,571)
Total Global Payments shareholders’ equity27,745,657 27,855,747 
Noncontrolling interests218,185 199,242 
Total equity27,963,842 28,054,989 
Total liabilities and equity$44,549,782 $44,480,162 
 September 30, 2019 December 31, 2018
 (Unaudited)  
ASSETS    
Current assets:    
Cash and cash equivalents$2,127,616
 $1,210,878
Accounts receivable, net868,133
 348,400
Settlement processing assets1,556,307
 1,600,222
Prepaid expenses and other current assets440,512
 216,708
Total current assets4,992,568
  3,376,208
Goodwill23,754,450
  6,341,355
Other intangible assets, net13,184,391
  2,488,618
Property and equipment, net1,423,271
  653,542
Deferred income taxes12,477
 8,128
Other noncurrent assets1,844,890
  362,923
Total assets$45,212,047
  $13,230,774
LIABILITIES AND EQUITY    
Current liabilities:    
Settlement lines of credit$547,624
 $700,486
Current portion of long-term debt33,373
 115,075
Accounts payable and accrued liabilities1,849,424
  1,176,703
Settlement processing obligations1,852,731
 1,276,356
Total current liabilities4,283,152
  3,268,620
Long-term debt8,987,704
 5,015,168
Deferred income taxes3,352,727
  585,025
Other noncurrent liabilities632,746
  175,618
Total liabilities17,256,329
  9,044,431
Commitments and contingencies


  


Equity:    
Preferred stock, no par value; 5,000,000 shares authorized and none issued
  
Common stock, no par value; 400,000,000 shares authorized at September 30, 2019 and 200,000,000 shares authorized at December 31, 2018; 300,544,949 issued and outstanding at September 30, 2019 and 157,961,982 issued and outstanding at December 31, 2018
  
Paid-in capital25,904,804
  2,235,167
Retained earnings2,297,897
  2,066,415
Accumulated other comprehensive loss(428,067)  (310,175)
Total Global Payments shareholders’ equity27,774,634
  3,991,407
Noncontrolling interests181,084
 194,936
Total equity27,955,718
 4,186,343
Total liabilities and equity$45,212,047
  $13,230,774

See Notes to Unaudited Consolidated Financial Statements.

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Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months EndedNine Months Ended
September 30, 2019 September 30, 2018September 30, 2020September 30, 2019
Cash flows from operating activities:   Cash flows from operating activities:
Net income$354,974
 $401,344
Net income$420,282 $354,974 
Adjustments to reconcile net income to net cash provided by operating activities:   Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment132,043
 105,734
Depreciation and amortization of property and equipment265,738 132,043 
Amortization of acquired intangibles345,455
 263,714
Amortization of acquired intangibles941,654 345,455 
Amortization of capitalized contract costs47,778
 37,281
Amortization of capitalized contract costs57,888 47,778 
Share-based compensation expense55,791
 44,937
Share-based compensation expense105,081 55,791 
Provision for operating losses and bad debts34,877
 32,309
Provision for operating losses and bad debts98,967 34,877 
Noncash lease expenseNoncash lease expense73,493 29,135 
Deferred income taxes(42,990) (4,973)Deferred income taxes(118,466)(42,990)
Equity in income of equity investments, net of taxEquity in income of equity investments, net of tax(60,682)
Other, net6,666
 (17,185)Other, net(13,584)(22,469)
Changes in operating assets and liabilities, net of the effects of business combinations:   Changes in operating assets and liabilities, net of the effects of business combinations:
Accounts receivable(80,709) (27,696)Accounts receivable23,352 (80,709)
Settlement processing assets and obligations, net623,985
 (58,693)Settlement processing assets and obligations, net155,385 623,985 
Prepaid expenses and other assets(148,421) (117,824)Prepaid expenses and other assets(240,804)(148,421)
Accounts payable and other liabilities19,940
 2,058
Accounts payable and other liabilities(163,544)19,940 
Net cash provided by operating activities1,349,389
 661,006
Net cash provided by operating activities1,544,760 1,349,389 
Cash flows from investing activities:   Cash flows from investing activities:
Acquisitions, net of cash acquired(334,383) (769,082)Acquisitions, net of cash acquired(77,180)(334,383)
Capital expenditures(201,017) (156,060)Capital expenditures(329,413)(201,017)
Other, net29,112
 (2,383)Other, net11,575 29,112 
Net cash used in investing activities(506,288) (927,525)Net cash used in investing activities(395,018)(506,288)
Cash flows from financing activities:   Cash flows from financing activities:
Net (repayments of) borrowings from settlement lines of credit(144,473) 49,381
Net repayments of settlement lines of creditNet repayments of settlement lines of credit(31,069)(144,473)
Proceeds from long-term debt6,704,838
 1,606,214
Proceeds from long-term debt1,868,199 6,704,838 
Repayments of long-term debt(6,097,229) (1,468,505)Repayments of long-term debt(1,829,637)(6,097,229)
Payments of debt issuance costs(32,637) (12,544)Payments of debt issuance costs(8,075)(32,637)
Repurchases of common stock(233,995) (180,897)Repurchases of common stock(421,162)(233,995)
Proceeds from stock issued under share-based compensation plans22,008
 12,571
Proceeds from stock issued under share-based compensation plans51,055 22,008 
Common stock repurchased - share-based compensation plans(49,037) (44,824)Common stock repurchased - share-based compensation plans(41,966)(49,037)
Distributions to noncontrolling interests(31,632) (5,686)Distributions to noncontrolling interests(6,955)(31,632)
Preacquisition dividends paid to former TSYS shareholders(23,240) 
Preacquisition dividends paid to former TSYS shareholders(23,240)
Dividends paid(4,727) (4,750)Dividends paid(175,025)(4,727)
Net cash provided by (used in) financing activities109,876
 (49,040)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(594,635)109,876 
Effect of exchange rate changes on cash(36,239) (29,692)Effect of exchange rate changes on cash(12,558)(36,239)
Increase (decrease) in cash and cash equivalents916,738
 (345,251)
Increase in cash and cash equivalentsIncrease in cash and cash equivalents542,549 916,738 
Cash and cash equivalents, beginning of the period1,210,878
 1,335,855
Cash and cash equivalents, beginning of the period1,678,273 1,210,878 
Cash and cash equivalents, end of the period$2,127,616
 $990,604
Cash and cash equivalents, end of the period$2,220,822 $2,127,616 

See Notes to Unaudited Consolidated Financial Statements.

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Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 (in thousands)

 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive LossTotal Global Payments Shareholders’ EquityNoncontrolling InterestsTotal Equity
Balance at June 30, 2020299,244 $25,570,582 $2,314,423 $(459,146)$27,425,859 $207,130 $27,632,989 
Net income220,971 220,971 9,259 230,230 
Other comprehensive income107,242 107,242 8,751 115,993 
Stock issued under share-based compensation plans50 8,423 8,423 8,423 
Common stock repurchased - share-based compensation plans(7)(682)(682)(682)
Share-based compensation expense42,276 42,276 42,276 
Distributions to noncontrolling interest— (6,955)(6,955)
Cash dividends declared ($0.195 per share)(58,432)(58,432)(58,432)
Balance at September 30, 2020299,287 $25,620,599 $2,476,962 $(351,904)$27,745,657 $218,185 $27,963,842 
Number of Shares 
 
Paid-in Capital 
 
Retained Earnings 
 Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Noncontrolling Interests Total Equity
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Global Payments Shareholders’ Equity
Noncontrolling InterestsTotal Equity
Balance at June 30, 2019156,675
 $2,126,065
 $2,204,445
 $(339,906) $3,990,604
 $184,512
 $4,175,116
Balance at June 30, 2019156,675 $2,126,065 $2,204,445 $(339,906)$3,990,604 $184,512 $4,175,116 
Net income    95,044
   95,044
 10,687
 105,731
Net income95,044 95,044 10,687 105,731 
Other comprehensive loss      (88,161) (88,161) (8,720) (96,881)Other comprehensive loss(88,161)(88,161)(8,720)(96,881)
Stock issued under share-based compensation plans141
 9,057
     9,057
   9,057
Stock issued under share-based compensation plans141 9,057 9,057 9,057 
Common stock repurchased - share-based compensation plans(180) (29,584)     (29,584)   (29,584)Common stock repurchased - share-based compensation plans(180)(29,584)(29,584)(29,584)
Share-based compensation expense  27,877
     27,877
   27,877
Share-based compensation expense27,877 27,877 27,877 
Issuance of common stock in connection with a business combination143,909
 23,771,389
     23,771,389
   23,771,389
Issuance of common stock in connection with a business combination143,909 23,771,389 23,771,389 23,771,389 
Distributions to noncontrolling interest        
 (5,395) (5,395)Distributions to noncontrolling interest— (5,395)(5,395)
Dividends paid ($0.01 per share)    (1,592)   (1,592)   (1,592)
Cash dividends declared ($0.01 per share)Cash dividends declared ($0.01 per share)(1,592)(1,592)(1,592)
Balance at September 30, 2019300,545
 $25,904,804
 $2,297,897
 $(428,067) $27,774,634
 $181,084
 $27,955,718
Balance at September 30, 2019300,545 $25,904,804 $2,297,897 $(428,067)$27,774,634 $181,084 $27,955,718 

 
Number of Shares 
 
Paid-in Capital 
 
Retained Earnings 
 Accumulated Other Comprehensive Loss 
Total Global Payments Shareholders’ Equity 
 Noncontrolling Interests Total Equity
Balance at June 30, 2018158,071
 $2,254,783
 $1,819,213
 $(243,629) $3,830,367
 $185,634
 $4,016,001
Net income    176,369
   176,369
 9,659
 186,028
Other comprehensive income (loss)      (26,916) (26,916) 11,675
 (15,241)
Stock issued under share-based compensation plans325
 6,231
     6,231
   6,231
Common stock repurchased - share-based compensation plans(210) (25,019)     (25,019)   (25,019)
Share-based compensation expense  14,833
     14,833
   14,833
Distributions to noncontrolling interest












(5,686)
(5,686)
Dividends paid ($0.01 per share)    (1,579)   (1,579)   (1,579)
Balance at September 30, 2018158,186
 $2,250,828
 $1,994,003
 $(270,545) $3,974,286
 $201,282
 $4,175,568
See Notes to Unaudited Consolidated Financial Statements.




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Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 (in thousands)

 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive LossTotal Global Payments Shareholders’ EquityNoncontrolling InterestsTotal Equity
Balance at December 31, 2019300,226 $25,833,307 $2,333,011 $(310,571)$27,855,747 $199,242 $28,054,989 
Cumulative effect of adoption of new accounting standard(5,379)(5,379)(5,379)
Net income401,876 401,876 18,406 420,282 
Other comprehensive (loss) income(41,333)(41,333)7,492 (33,841)
Stock issued under share-based compensation plans1,495 51,055 51,055 51,055 
Common stock repurchased - share-based compensation plans(339)(42,403)(42,403)(42,403)
Share-based compensation expense105,081 105,081 105,081 
Distributions to noncontrolling interest— (6,955)(6,955)
Repurchase of common stock(2,095)(326,441)(77,521)(403,962)(403,962)
Dividends paid ($0.585 per share)(175,025)(175,025)(175,025)
Balance at September 30, 2020299,287 $25,620,599 $2,476,962 $(351,904)$27,745,657 $218,185 $27,963,842 
 
Number of Shares 
 
Paid-in Capital 
 
Retained Earnings 
 Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Noncontrolling Interests Total Equity
Balance at December 31, 2018157,962
 $2,235,167
 $2,066,415
 $(310,175) $3,991,407
 $194,936
 $4,186,343
Net income    327,842
   327,842
 27,132
 354,974
Other comprehensive loss      (117,892) (117,892) (9,352) (127,244)
Stock issued under share-based compensation plans750
 22,008
     22,008
   22,008
Common stock repurchased - share-based compensation plans(268) (41,190) 

   (41,190)   (41,190)
Share-based compensation expense  55,791
     55,791
   55,791
Issuance of common stock in connection with a business combination143,909
 23,771,389
     23,771,389
   23,771,389
Distributions to noncontrolling interest        
 (31,632) (31,632)
Repurchase of common stock(1,808) (138,361) (91,633)   (229,994)   (229,994)
Dividends paid ($0.03 per share)    (4,727)   (4,727)   (4,727)
Balance at September 30, 2019300,545
 $25,904,804
 $2,297,897
 $(428,067) $27,774,634
 $181,084
 $27,955,718


 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Global Payments Shareholders’ Equity
Noncontrolling InterestsTotal Equity
Balance at December 31, 2018157,962 $2,235,167 $2,066,415 $(310,175)$3,991,407 $194,936 $4,186,343 
Net income327,842 327,842 27,132 354,974 
Other comprehensive loss(117,892)(117,892)(9,352)(127,244)
Stock issued under share-based compensation plans750 22,008 22,008 22,008 
Common stock repurchased - share-based compensation plans(268)(41,190)(41,190)(41,190)
Share-based compensation expense55,791 55,791 55,791 
Issuance of common stock in connection with a business combination143,909 23,771,389 23,771,389 23,771,389 
Distributions to noncontrolling interest— (31,632)(31,632)
Repurchase of common stock(1,808)(138,361)(91,633)(229,994)(229,994)
Dividends paid ($0.03 per share)(4,727)(4,727)(4,727)
Balance at September 30, 2019300,545 $25,904,804 $2,297,897 $(428,067)$27,774,634 $181,084 $27,955,718 
 
Number of Shares 
 
Paid-in Capital 
 
Retained Earnings 
 Accumulated Other Comprehensive Loss 
Total Global Payments Shareholders’ Equity 
 Noncontrolling Interests Total Equity
Balance at December 31, 2017159,180
 $2,379,774
 $1,597,897
 $(183,144) $3,794,527
 $170,704
 $3,965,231
Cumulative effect of adoption of new accounting standard    50,969
 (1,843) 49,126
   49,126
Net income    376,838
   376,838
 24,506
 401,344
Other comprehensive income (loss)      (85,558) (85,558) 11,758
 (73,800)
Stock issued under share-based compensation plans895
 12,571
   

 12,571
   12,571
Common stock repurchased - share-based compensation plans(277) (32,508)     (32,508)   (32,508)
Share-based compensation expense  44,937
     44,937
   44,937
Distributions to noncontrolling interest        
 (5,686) (5,686)
Repurchase of common stock(1,612) (153,946) (26,951)   (180,897)   (180,897)
Dividends paid ($0.03 per share)    (4,750)   (4,750)   (4,750)
Balance at September 30, 2018158,186
 $2,250,828
 $1,994,003
 $(270,545) $3,974,286
 $201,282
 $4,175,568

See Notes to Unaudited Consolidated Financial Statements.


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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Business, consolidation and presentation

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 3 reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions, which are described in "Note 12—Segment Information." Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.

On May 27, 2019, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Total System Services, Inc. ("TSYS") providing for the merger of TSYS with and into Global Payments, with Global Payments as the surviving entity (the "Merger"). We consummated the Merger on September 18, 2019. Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers. Through our combination with TSYS, we are now a leading pure play payments technology company delivering innovative software and services to our customers globally. See "Note 2—Acquisitions" for more information about the Merger.

These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 20182019 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20182019 but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

2019.

COVID-19 Update

In March 2020, the World Health Organization declared the outbreak of the COVID-19 virus a global pandemic. The pandemic continues to cause major disruptions to businesses and markets worldwide as the virus spreads or has a resurgence in certain jurisdictions. A number of countries as well as many states and cities within the United States have implemented measures in an effort to contain the virus, including physical distancing, travel restrictions, border closures, limitations on public gatherings, work from home and closure of or restrictions on nonessential businesses. The effects of the outbreak are still evolving, and the ultimate severity and duration of the pandemic and the implications on global economic conditions remains uncertain.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. In particular, 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, including financial assets, long-lived assets and goodwill and other losses. These unaudited consolidated financial statements reflect the financial statement effects of COVID-19 based upon management’s estimates and assumptions utilizing the most currently available information.


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Recently adopted accounting pronouncements
Recently Adopted
Accounting PronouncementsStandards Update ("ASU") 2018-15In February 2016,August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases." ASU 2016-02 requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases. We adopted ASU 2016-02, as well as other related clarifications and interpretive guidance issued by the FASB, on January 1, 2019 using the optional modified retrospective transition method. Under this transition method, we did not recast the prior period financial statements presented. We elected the transition package of three practical expedients, which among other things, allowed for the carryforward of historical lease classifications. We made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component for all of our then existing asset classes. In connection with the Merger, we acquired right-of-use assets that represent an additional asset class for computer equipment, for which we account for lease and nonlease components separately.

The adoption of ASU 2016-02 resulted in the measurement and recognition of lease liabilities in the amount of $274.0 million and right-of-use assets in the amount of $236.0 million as of January 1, 2019. Lease liabilities were measured as the present value of remaining lease payments, and the corresponding right-of-use assets were measured at an amount equal to the lease liabilities adjusted by the amounts of certain assets and liabilities, such as prepaid rent and deferred lease obligations, that we previously recognized on the balance sheet prior to the initial application of ASU 2016-02. To calculate the present value of remaining lease payments, we elected to use an incremental borrowing rate based on the remaining lease term at transition.

Recently Issued Pronouncements Not Yet AdoptedIn August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (A Consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract. The new guidance amends the definition of a hosting arrangement and requires a

customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as iffollowing the arrangement was an internal-use software project. The amendments in this update also provide additional presentation and disclosure requirements, including requirements to disclose the nature of an entity’s hosting arrangements that are service contracts, as well as quantitative information about capitalized implementation costs and related amortization expense. The guidance will become effective for uscapitalization criteria within Accounting Standards Codification ("ASC") Subtopic 350-40.

We adopted ASU 2018-15 on January 1, 2020. We expect to apply2020, applying the guidance prospectively to all implementation costs incurred on or after the date of adoption.

We are finalizing our comparison of the guidance in ASU 2018-15 to our current accounting and financial reporting practices for costs of implementation activities performed in cloud computing arrangements. We are also evaluating the need for changes to our internal controls. We have not yet completed our assessment or quantified the effect, if any, of ASU 2018-15 on our consolidated balance sheet or our statements of income and cash flows; however, our preliminary expectation is that the The adoption of this standard willdid not have a material effect on our consolidated financial statements. We have historically capitalized implementation costs associated with cloud computing arrangements that are service contracts following the guidance in Subtopic 350-40 and expect towill continue to do so pursuant to the clarifications provided in the new guidance. We expect to amortize deferredcapitalized implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement.

In June 2016, the FASB issuedASU 2016-13 We adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." on January 1, 2020 using the modified retrospective transition method. The adoption of this standard resulted in a cumulative-effect adjustment to decrease retained earnings by $5.4 million, net of tax. The amendments in this update changechanged how companieswe measure and recognize credit impairment for manycertain financial instruments measured at amortized cost. The new model forUnder the current expected credit losses ("CECL") will require us tomodel required by ASU 2016-13, we recognize at asset inception and each subsequent reporting date an estimate of credit losses expected to occur over the remaining life of theeach pool of financial instruments that are within the scope of the update, includingassets with similar risk characteristics.
We have exposure to credit losses for financial assets such as accounts receivable, andcertain settlement processing assets, eachcheck guarantee claims receivable assets and advances to sales representatives. We utilize a combination of aging or loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, industry or economic trends and relevant environmental factors.
As of September 30, 2020, the total allowance for credit losses was approximately $36.9 million. Financial assets are presented net of the allowance for credit losses in the consolidated balance sheets. The measurement of the allowance for credit losses is recognized through credit loss expense. Depending on the nature of the underlying asset, credit loss expense is included as a component of cost of service or selling, general and administrative expense in the consolidated statements of income. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. Recoveries are short-termrecorded when received as a direct credit to the credit loss expense in nature. Under current GAAP,the consolidated statements of income. Prior to the adoption of ASU 2016-13, credit losses on these financial instruments are notwere recognized until theirwhen an occurrence iswas deemed to be probable.
Recently issued pronouncements not yet adopted

ASU 2019-12In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to enhance and simplify various aspects of the accounting for income taxes. The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and amends existing guidance will becometo improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for us on January 1, 2020. In general, the new guidance will require modified retrospective application to all outstanding financial assets that are within the scope of the update,annual and interim periods beginning after December 15, 2020, with a cumulative-effect adjustment, ifearly adoption permitted in any recorded to retained earnings as of the date of adoption.

interim period. We are continuing to evaluateevaluating the effect of ASU 2016-132019-12 on our consolidated financial statements, including comparing howstatements. Based upon the analysis performed to date, we currently measure and recognize our allowance for doubtful accounts on accounts receivable and our reserve for operating losses and sales allowances to how we would make such measurements applying the new CECL model. We havedo not yet completed our assessment or quantified the effect, if any, of ASU 2016-13 on our consolidated balance sheet or our statements of income and cash flows; however, we believe the adoption of ASU 2019-12 will have a material effect on our consolidated financial statements. 
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ASU 2020-04In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)," which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this new standard may require expanded qualitative disclosures about our financial assetsupdate apply only to contracts, hedging relationships, and related allowanceother transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for credit losses,hedging relationships existing as well as implementation of new or modified internal controls.

As a resultDecember 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the Merger, we have expandedhedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are evaluating the effect of ASU 2020-04 on our efforts to evaluate the effects of these new standards on the combined company, and we are incorporating TSYS into our evaluation.consolidated financial statements.

NOTE 2—ACQUISITIONS

The transactions described below wereTotal System Services, Inc.

On September 18, 2019, we merged with Total System Services, Inc. ("TSYS") (the "Merger"). We accounted for this transaction as a business combinations,combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date.

Total System Services, Inc.

Pursuant to the Merger Agreement, we acquired all of the outstanding common stock of TSYS at the closing on September 18, 2019. Upon consummation of the Merger, holders of TSYS common stock received 0.8101 shares of Global Payments common stock for each share of TSYS common stock they owned at the effective time of the Merger (the "Exchange Ratio"). In addition, certain TSYS equity awards held by employees who were not executive officers, pursuant to their terms, vested automatically at closing ("Single-Trigger Awards") and were converted into the right to receive a number of shares of Global Payments common stock determined based on the Exchange Ratio. Also, pursuant to the Merger Agreement, we granted equity awards for approximately 2.2 million shares of Global Payments common stock to certain TSYS equity awards holders ("Replacement Awards"). Each such Replacement Award is subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding TSYS equity award. We apportioned the fair value of the Replacement Awards between purchase consideration and amounts to be recognized in periods following the Merger as share-based compensation expense over the requisite service period of the Replacement Awards.


The purchase consideration transferred to TSYS shareholders was valued at $23.8 billion. Total purchase consideration also included the amount of borrowings outstanding under TSYS's unsecured revolving credit facility together with accrued interest and fees that we were required to repay upon consummation of the Merger.

The fair value of total purchase consideration was determined as follows (in thousands, except per share data):
Shares of TSYS common stock issued and outstanding (including Single-Trigger Awards) 177,643
Exchange Ratio 0.8101
Shares of Global Payments common stock issued to TSYS shareholders 143,909
Price per share of Global Payments common stock $163.74
Fair value of common stock issued to TSYS shareholders(1)
 23,563,568
Value of Replacement Awards attributable to purchase consideration 207,821
Cash paid to TSYS shareholders in lieu of fractional shares 1,352
Total purchase consideration transferred to TSYS shareholders 23,772,741
Repayment of TSYS's unsecured revolving credit facility (including accrued interest and fees) 702,212
Total purchase consideration $24,474,953

(1) Fair value of common stock issued to TSYS shareholders does not equal the product of shares of Global Payments common stock issued to TSYS shareholders and price per share of Global Payments common stock as presented in the table above due to the rounding of the number of shares in thousands.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, as of September 30, 2019, including a reconciliation to the total purchase consideration, were as follows (in thousands):follows:
Provisional Amounts at
December 31, 2019
Measurement-Period AdjustmentsFinal Amounts at
September 30, 2020
(in thousands)
Cash and cash equivalents$446,009 $$446,009 
Accounts receivable442,848 (2,660)440,188 
Identified intangible assets10,980,000 978 10,980,978 
Property and equipment644,084 (978)643,106 
Other assets1,474,825 (2,969)1,471,856 
Accounts payable and accrued liabilities(614,060)(11,899)(625,959)
Debt(3,295,342)4,787 (3,290,555)
Deferred income tax liabilities(2,687,849)52,598 (2,635,251)
Other liabilities(314,415)(173)(314,588)
Total identifiable net assets7,076,100 39,684 7,115,784 
Goodwill17,398,853 (39,684)17,359,169 
Total purchase consideration$24,474,953 $$24,474,953 
Cash and cash equivalents $446,027
Accounts receivable 443,783
Identified intangible assets 11,020,000
Property and equipment 695,560
Other assets 1,476,290
Accounts payable and accrued liabilities (594,558)
Debt (3,295,284)
Deferred income tax liabilities (2,843,643)
Other liabilities (313,782)
Total identifiable net assets 7,034,393
Goodwill 17,440,560
Total purchase consideration $24,474,953

During the nine months ended September 30, 2020, we made measurement-period adjustments, as shown in the table above, that decreased the amount of provisional goodwill by $39.7 million. The decrease in deferred income tax liabilities for the nine months ended September 30, 2020 primarily relates to a refined analysis of the outside bases of partnerships. The effects of the measurement-period adjustments on our consolidated statements of income for the three and nine months ended September 30, 2020 were not material.

As of September 30, 2019, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired and liabilities assumed. Goodwill2020, goodwill arising from the acquisition of $17.4 billion was included in our reportable segments as follows: $7.1 billion in the TSYSMerchant Solutions segment, as$7.9 billion in the Issuer Solutions segment and $2.4 billion in the
12

Table of September 30, 2019,Contents
Business and Consumer Solutions segment. Goodwill was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantiallySubstantially all of the goodwill from this acquisition willis not be deductible for income tax purposes. Due to the timing of the Merger, we are still in the process of assigning goodwill to our reporting units.


The following table reflects the provisional estimated fair values of the identified intangible assets of TSYS and the respective aggregated weighted-average estimated amortization periods:
 Estimated Fair Values Weighted-Average Estimated Amortization Periods
    
 (in thousands) (years)
Customer-related intangible assets$6,330,000
 18
Contract-based intangible assets1,810,000
 20
Acquired technologies1,810,000
 7
Trademarks and trade names1,070,000
 12
Total estimated identified intangible assets$11,020,000
 14


From the acquisition date through September 30, 2019, TSYS contributed $147.5 million to our consolidated revenues and had an operating loss of approximately $11.1 million. Transaction costs directly related to the Merger were $53.5 million and $65.7 million for the three and nine months ended September 30, 2019, respectively.

The following unaudited pro forma information shows the results of our operations for the three and nine months ended September 30, 2019 and 2018 as if the Merger had occurred on January 1, 2018. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the Merger had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of TSYS. The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and TSYS. The pro forma adjustments include:

Three Months Ended
September 30, 2019
Nine Months Ended
September 30, 2019
ActualPro FormaActualPro Forma
(in thousands)
Total revenues$1,105,941 $1,993,089 $2,924,131 $5,866,522 
Net income attributable to Global Payments$95,044 $219,010 $327,842 $614,317 
incremental amortization expense associated with identified intangible assets;
a reduction of revenuesFor the three and operating expenses associated with fair value adjustments made to acquired assets and assumed liabilities, such as contract cost assets and contract liabilities;
a reduction of interest expense resulting from financing of the Merger, the repayment of TSYS's secured revolving credit facility and fair value adjustments applied to TSYS debt that we assumed; and
the income tax effects of the pro forma adjustments.

In addition, the pro forma net income attributable to Global Payments includes recognition of transaction costs related to the Merger in earnings as of the beginning of the earliest period presented. Accordingly, pro forma net income attributable to Global Payments for the nine months ended September 30, 2018 includes approximately $1502020, the acquired operations of TSYS contributed $1,067.2 million and $3,119.2 million, respectively, to our consolidated revenues and $165.8 million and $385.1 million, respectively, to our consolidated operating income.

At September 30, 2020, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $26.3 million for employee termination benefits resulting from Merger-related integration activities. During the three months ended September 30, 2020, we recognized charges for employee termination benefits of $8.1 million, which included $1.9 million of transaction costs.
 
Three Months Ended
September 30, 2019
 
Three Months Ended
September 30, 2018
 Actual Pro Forma Actual Pro Forma
        
 (in thousands)
        
Total revenues$1,105,941
 $1,993,089
 $857,670
 $1,864,534
Net income attributable to Global Payments$95,044
 $219,010
 $176,370
 $240,478
 Nine Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2018
 Actual Pro Forma Actual Pro Forma
        
 (in thousands)
        
Total revenues$2,924,131
 $5,866,522
 $2,485,811
 $5,469,240
Net income attributable to Global Payments$327,842
 $614,317
 $376,838
 $407,899



SICOM Systems, Inc.

On October 17, 2018, we acquired SICOM Systems, Inc. ("SICOM") for total purchase consideration of $410.2 million, which we funded with cash on hand and incremental debt. SICOM is a provider of end-to-end enterprise, cloud-based software solutions and other technologies to quick service restaurants and food service management companies. 

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2019, including a reconciliation to the total purchase consideration, were as follows (in thousands):
Cash and cash equivalents $7,540
Property and equipment 5,838
Identified intangible assets 188,294
Other assets 22,275
Deferred income liabilities (47,610)
Other liabilities (31,350)
Total identifiable net assets 144,987
Goodwill 265,214
Total purchase consideration $410,201


share-based compensation expense. During the nine months ended September 30, 2019,2020, we made an adjustmentrecognized charges for employee termination benefits of $0.4$49.8 million, to reflect an increase in the total purchase consideration, which resulted in a corresponding increase in goodwill. Goodwill arising from the acquisition of $265.2 million, included in the North America segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that approximately $40$6.1 million of the goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of SICOM and the respective aggregated weighted-average estimated amortization periods:
 Estimated Fair Values Weighted-Average Estimated Amortization Periods
    
 (in thousands) (years)
Customer-related intangible assets$104,900
 14
Acquired technologies65,312
 6
Trademarks and trade names11,202
 3
Contract-based intangible assets6,880
 5
Total estimated identified intangible assets$188,294
 10


AdvancedMD, Inc.

On September 4, 2018, we acquired AdvancedMD, Inc. ("AdvancedMD") for total purchase consideration of $706.9 million, which we funded with cash on hand and incremental debt. AdvancedMD is a provider of cloud-based enterprise software solutions to small-to-medium sized ambulatory care physician practices.


The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed asshare-based compensation expense. As of September 30, 2019, including a reconciliation to2020, the total purchase consideration, werecumulative amount of recognized charges for employee termination benefits resulting from Merger-related integration activities was $106.9 million, which included $23.4 million of share-based compensation expense. These charges are recorded within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes. New obligations may arise and related expenses may be incurred as follows (in thousands):Merger-related integration activities continue over the next 12 months.
Cash and cash equivalents $7,657
Property and equipment 5,672
Identified intangible assets 419,500
Other assets 11,785
Deferred income tax liabilities (94,044)
Other liabilities (15,647)
Total identifiable net assets 334,923
Goodwill 371,962
Total purchase consideration $706,885


13
During the nine months ended September 30, 2019, we made measurement-period adjustments

Table of $4.7 million primarily related to a reduction in deferred income tax liabilities, which resulted in a corresponding reduction in goodwill. Goodwill arising from the acquisition of $372.0 million, included in the North America segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantially all of the goodwill from this acquisition will not be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of AdvancedMD and the respective aggregated weighted-average estimated amortization periods:

Contents

Valuation of Identified Intangible Assets

For the acquisitions discussed above, the estimated fair values of customer-related and contract-based intangible assets were generally determined using the income approach, which was based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used represented the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Acquired technologies were valued using the replacement cost method, which required us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names were valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.


NOTE 3—REVENUES

The following tables present a disaggregation of our revenuerevenues from contracts with customers by geography for each of our reportable segments for the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30, 2020
Merchant
Solutions
Issuer
Solutions
Business and
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$1,039,039 $370,938 $204,106 $(15,097)$1,598,986 
Europe154,262 113,907 268,169 
Asia Pacific50,660 2,564 (2,564)50,660 
$1,243,961 $487,409 $204,106 $(17,661)$1,917,815 

Three months ended September 30, 2019
Merchant
Solutions
Issuer
Solutions
Business and
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$786,659 $55,091 $27,896 $(2,310)$867,336 
Europe159,592 20,321 179,913 
Asia Pacific58,692 216 (216)58,692 
$1,004,943 $75,628 $27,896 $(2,526)$1,105,941 

Nine Months Ended September 30, 2020
Merchant
Solutions
Issuer
Solutions
Business and
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$2,926,472 $1,127,832 $624,774 $(47,558)$4,631,520 
Europe392,721 327,532 720,253 
Asia Pacific141,592 5,832 (5,832)141,592 
$3,460,785 $1,461,196 $624,774 $(53,390)$5,493,365 

Nine Months Ended September 30, 2019
Merchant
Solutions
Issuer
Solutions
Business and
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$2,181,000 $55,092 $27,896 $(2,311)$2,261,677 
Europe452,317 30,814 483,131 
Asia Pacific179,323 216 (216)179,323 
$2,812,640 $86,122 $27,896 $(2,527)$2,924,131 

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The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and nine months ended September 30, 20192020 and 2018:2019:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
(in thousands)
Relationship-led$709,749 $538,112 $1,934,265 $1,499,393 
Technology-enabled534,212 466,831 1,526,520 1,313,247 
$1,243,961 $1,004,943 $3,460,785 $2,812,640 
 Three Months Ended September 30, 2019
 North America Europe Asia-Pacific TSYS Total
          
 (in thousands)
          
Direct:         
Relationship-led$310,389
 $114,562
 $29,829
 $
 $454,780
Technology-enabled369,147
 50,388
 28,851
 
 448,386
 679,536
 164,950
 58,680
 
 903,166
Wholesale55,305
 
 
 
 55,305
 734,841
 164,950
 58,680
 
 958,471
TSYS
 
 
 147,470
 147,470
 $734,841
 $164,950
 $58,680
 $147,470
 $1,105,941


 Three Months Ended September 30, 2018
 North America Europe Asia-Pacific TSYS Total
          
 (in thousands)
          
Direct:         
Relationship-led$254,593
 $105,468
 $33,612
 $
 $393,673
Technology-enabled317,206
 52,116
 22,759
 
 392,081
 571,799
 157,584
 56,371
 
 785,754
Wholesale71,916
 
 
 
 71,916
 643,715
 157,584
 56,371
 
 857,670
TSYS
 
 
 
 
 $643,715
 $157,584
 $56,371
 $
 $857,670

 Nine Months Ended September 30, 2019
 North America Europe Asia-Pacific TSYS Total
          
 (in thousands)
          
Direct:         
Relationship-led$882,026
 $319,781
 $93,990
 $
 $1,295,797
Technology-enabled1,061,094
 148,387
 85,321
 
 1,294,802
 1,943,120
 468,168
 179,311
 
 2,590,599
Wholesale186,062
 
 
 
 186,062
 2,129,182
 468,168
 179,311
 
 2,776,661
TSYS
 
 
 147,470
 147,470
 $2,129,182
 $468,168
 $179,311
 $147,470
 $2,924,131


 Nine Months Ended September 30, 2018
 North America Europe Asia-Pacific TSYS Total
          
 (in thousands)
          
Direct:         
Relationship-led$725,874
 $300,642
 $101,225
 $
 $1,127,741
Technology-enabled896,982
 155,850
 68,549
 
 1,121,381
 1,622,856
 456,492
 169,774
 
 2,249,122
Wholesale236,689
 
 
 
 236,689
 1,859,545
 456,492
 169,774
 
 2,485,811
TSYS
 
 
 
 
 $1,859,545
 $456,492
 $169,774
 $
 $2,485,811


ASC Topic 606,Revenues from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and nine months ended September 30, 20192020 and 2018,2019, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of September 30, 20192020 and December 31, 20182019 was as follows:
Balance Sheet LocationSeptember 30, 2020December 31, 2019
(in thousands)
Assets:
Capitalized costs to obtain customer contracts, netOther noncurrent assets$243,489 $226,945 
Capitalized costs to fulfill customer contracts, netOther noncurrent assets$72,114 $38,150 
Liabilities:
Contract liabilities, net (current)Accounts payable and accrued liabilities$206,299 $193,405 
Contract liabilities, net (noncurrent)Other noncurrent liabilities$43,714 $35,272 
 Balance Sheet Location September 30, 2019 December 31, 2018
      
   (in thousands)
      
Assets:     
Capitalized costs to obtain customer contracts, netOther noncurrent assets $216,540
 $194,616
Capitalized costs to fulfill customer contracts, netOther noncurrent assets $24,114
 $12,954
      
Liabilities:     
Contract liabilities, net (current)Accounts payable and accrued liabilities $195,472
 $146,947
Contract liabilities, net (noncurrent)Other noncurrent liabilities $28,039
 $8,595


The increase in contract liabilities during the nine months ended September 30, 2019 was primarily attributable to contract liabilities assumed in the Merger. Net contract assets were not material at September 30, 20192020 or at December 31, 2018.

2019. Revenue recognized for the three months ended September 30, 20192020 and 20182019 from contract liability balances at the beginning of each period was $52.0$69.7 million and $39.2 million, respectively.$52.0 million. Revenue recognized for the nine months ended September 30, 20192020 and 20182019 from contract liability balances at the beginning of each period was $122.7$195.3 million and $90.2 million, respectively.$122.7 million.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.September 30, 2020. However, as permitted, by ASC 606, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. Accordingly, the total unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below.


Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 30, 2019 as followsbelow (in thousands):
Year ending December 31, 
Remainder of 2019$228,002
2020746,107
2021608,080
2022435,065
2023-2029526,047
Total$2,543,301
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Year ending December 31,
2020$251,524 
2021879,620 
2022688,039 
2023479,540 
2024308,718 
2025225,624 
2026 and thereafter456,896 
Total$3,289,960 


NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS

As of September 30, 20192020 and December 31, 2018,2019, goodwill and other intangible assets consisted of the following:  
September 30, 2020December 31, 2019
(in thousands)
Goodwill$23,745,340 $23,759,740 
Other intangible assets:
Customer-related intangible assets$9,231,143 $9,238,728 
Acquired technologies2,743,679 2,732,218 
Contract-based intangible assets1,976,577 1,974,429 
Trademarks and trade names1,238,495 1,239,471 
15,189,894 15,184,846 
Less accumulated amortization:
Customer-related intangible assets1,729,192 1,225,785 
Acquired technologies852,219 576,928 
Contract-based intangible assets109,833 82,225 
Trademarks and trade names246,970 145,253 
2,938,214 2,030,191 
$12,251,680 $13,154,655 
 September 30, 2019 December 31, 2018
    
 (in thousands)
    
Goodwill$23,754,450
 $6,341,355
Other intangible assets:   
Customer-related intangible assets$8,812,560
 $2,486,217
Acquired technologies2,726,862
 896,701
Contract-based intangible assets1,981,156
 178,391
Trademarks and trade names1,357,763
 289,588
 14,878,341
 3,850,897
Less accumulated amortization:   
Customer-related intangible assets1,032,218
 860,715
Acquired technologies474,904
 351,170
Contract-based intangible assets75,804
 67,160
Trademarks and trade names111,024
 83,234
 1,693,950
 1,362,279
 $13,184,391
 $2,488,618


The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2019:2020:
Merchant
Solutions
Issuer
Solutions
Business and
Consumer
Solutions
Total
(in thousands)
Balance at December 31, 2019$13,415,352 $7,985,731 $2,358,657 $23,759,740 
Goodwill acquired23,000 23,000 
Effect of foreign currency translation4,264 (1,980)2,284 
Measurement-period adjustments(3,875)(42,298)6,489 (39,684)
Balance at September 30, 2020$13,438,741 $7,941,453 $2,365,146 $23,745,340 
 North America Europe Asia-Pacific TSYS Total
          
 (in thousands)
          
Balance at December 31, 2018$5,530,087
 $484,761
 $326,507
 $
 $6,341,355
Effect of foreign currency translation3,217
 (19,533) (11,542) 
 (27,858)
Goodwill acquired
 
 
 17,440,560
 17,440,560
Measurement-period adjustments(4,370) 
 4,763
 
 393
Balance at September 30, 2019$5,528,934
 $465,228
 $319,728
 $17,440,560
 $23,754,450


There were 0 accumulated impairment losses for goodwill as of September 30, 20192020 or December 31, 2018.2019.

16

Table of Contents
NOTE 5—LEASES5 - OTHER ASSETS

Our leases consist primarily of operating real estate leases for office space and data centers in the markets in which we conduct business. We also have operating and finance leases for computer and other equipment. ManyThrough certain of our leases include escalating rental paymentssubsidiaries in Europe, we were a member and incentives, as well as termination and renewal options. Certainshareholder of our lease agreements provide that we pay the cost of property taxes, insurance and maintenance. As described in "Note 1—Basis of Presentation and Summary

of Significant Accounting Policies," we adopted ASU 2016-02 on January 1, 2019. Unless otherwise indicated, the following information in this footnote applies only to periods after December 31, 2018.

We evaluate each of our lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if we obtain substantiallyVisa Europe Limited ("Visa Europe"). On June 21, 2016, Visa Inc. ("Visa") acquired all of the economic benefitsmembership interests in Visa Europe and we received consideration in the form of cash and haveSeries B and C convertible preferred shares of Visa. We assigned the right to control the usepreferred shares received a value of an asset for a period of time. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease agreement. We recognize right-of-use assets and lease liabilities at the lease commencement date0 based on transfer restrictions, Visa's ability to adjust the present valuesconversion rate and the estimation uncertainty associated with those factors. Based on the outcome of fixed lease payments overany current or potential litigation involving Visa Europe in the termUnited Kingdom and elsewhere in Europe, the conversion rate of the lease. Right-of-use assets may alsopreferred shares could be adjusted to reflect any prepayments made or any incentive payments received. Operating lease costsdown such that the number of Visa common shares we receive could be as low as 0.

The Series B and depreciation expense for finance leases are recognized as expenseC convertible preferred shares become convertible in stages based on a straight-line basis over the lease term. We consider a termination or renewal optiondevelopments in the determinationlitigation and become fully convertible no later than 2028 (subject to a holdback to cover any then pending claims). On September 24, 2020, in connection with the first mandatory release assessment, a portion of the lease term when it is reasonably certain that we will exercise that option. The weighted-average remaining lease term for operatingSeries B and finance leases at September 30, 2019 was 7.5 yearsC convertible preferred shares were converted by Visa. We recognized a gain of $27.3 million reported in interest and 5.4 years, respectively. Because our leases generally do not provide a readily determinable implicit interest rate, we use an incremental borrowing rate to measure the lease liability and associated right-of-use asset at the lease commencement date. The incremental borrowing rate used is a fully collateralized rate that considers our credit rating, market conditions and the term of the lease at the lease commencement date. As of September 30, 2019, the weighted-average discount rate used in the measurement of operating and finance lease liabilities was 4.1% and 2.8%, respectively.

The effects of adopting ASU 2016-02 on our balance sheet as of January 1, 2019 are set forth in the table below. Adoption did not have a material effect on any line itemsother income in our consolidated statementstatements of income or on our cash flows from operating activities, investing activities or financing activities included in our consolidated statement of cash flows. As of September 30, 2019 and January 1, 2019, right-of-use assets and lease liabilities consisted of the following:
  Balance Sheet Location September 30, 2019 January 1, 2019
       
    (in thousands)
       
Assets:      
Operating lease right-of-use assets:      
Real estate Other noncurrent assets $368,816
 $231,720
Computer equipment Other noncurrent assets 85,961
 
Other Other noncurrent assets 1,215
 4,259
Total operating lease right-of-use-assets   455,992
 235,979
       
Finance lease right-of-use assets:      
Computer equipment Property and equipment, net $22,020
 $
Other Property and equipment, net 4,702
 
    26,722
 
Less accumulated depreciation:      
Computer equipment Property and equipment, net (470) 
Other Property and equipment, net (17) 
Total accumulated depreciation   (487) 
Total finance lease right-of-use assets   26,235
 
Total right-of-use assets(1)
   $482,227
 $235,979
       
Liabilities:      
Operating lease liabilities (current) Accounts payable and accrued liabilities $88,280
 $37,339
Operating lease liabilities (noncurrent) Other noncurrent liabilities 413,111
 236,697
Finance lease liabilities (current) Current portion of long-term debt 6,414
 
Finance lease liabilities (noncurrent) Long-term debt 27,852
 
Total lease liabilities   $535,657
 $274,036

(1) Approximately 85% of our right-of-use assets are located in the United States.


As of September 30, 2019, maturities of lease liabilities were as follows:
  Operating Leases 
Finance
Leases
     
  (in thousands)
     
Year ending December 31,    
Remainder of 2019 $22,197
 $1,781
2020 106,212
 7,328
2021 97,330
 7,100
2022 86,099
 7,066
2023 57,251
 6,674
2024 47,250
 6,597
2025 and thereafter 180,794
 273
Total lease payments(1)
 597,133
 36,819
Imputed interest (95,742) (2,553)
Total lease liabilities $501,391
 $34,266

(1) Total operating lease payments did not include approximately $40 million for operating leases that had not yet commenced at September 30, 2019. We expect the lease commencement dates for these leases to occur later in 2019 and in 2020.

Operating lease costs in our consolidated statement of income for the three months ended September 30, 2019 were $23.4 million, including $20.4 million in selling, general and administrative expenses and $3.0 million in cost of services.Operating lease costs in our consolidated statement of income for the nine months ended September 30, 2019 were $53.3 million, including $47.9 million in selling, general and administrative expenses and $5.4 million in cost of services.Total lease costs for the three and nine months ended September 30, 2019 include variable lease costs of approximately $9.0 million and $14.0 million, respectively, which are primarily comprised2020 based on the fair value of the cost of property taxes, insuranceshares received. The shares were recorded at fair value within prepaid expenses and maintenance. Finance lease costs and lease costs for leases with a term of less than twelve months were not material for the three and nine months endedother current assets in our consolidated balance sheet at September 30, 2019.

Cash paid for amounts included2020, and subsequently sold in the measurementOctober. As of operating lease liabilities for the nine months ended September 30, 2019 was $43.0 million, which is included as a component2020, the remaining Series B and C convertible preferred shares continue to be carried at an assigned value of cash provided by operating activities in0 based on the consolidated statementaforementioned factors.


17

Table of cash flows. Operating lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were approximately $23.5 million for the nine months ended September 30, 2019. In connection with the Merger, we acquired right-of-use assets and assumed lease liabilities of $256.6 million and $271.9 million, respectively.

Future minimum payments at December 31, 2018 for noncancelable operating leases were as follows (in thousands):
Year ending December 31:  
2019 $50,095
2020 47,700
2021 40,035
2022 37,055
2023 33,298
2024 and thereafter 225,225
   Total future minimum payments(1)
 $433,408

(1) Future minimum lease payments included approximately $70 million for operating leases that had not commenced at December 31, 2018.Contents


NOTE 6—LONG-TERM DEBT AND LINES OF CREDIT

As of September 30, 20192020 and December 31, 2018,2019, long-term debt consisted of the following:
September 30, 2020December 31, 2019
(in thousands)
3.800% senior notes due April 1, 2021$754,398 $760,996 
3.750% senior notes due June 1, 2023563,526 567,330 
4.000% senior notes due June 1, 2023567,578 572,522 
2.650% senior notes due February 15, 2025992,688 991,423 
4.800% senior notes due April 1, 2026812,149 820,623 
4.450% senior notes due June 1, 2028483,687 486,982 
3.200% senior notes due August 15, 20291,236,029 1,234,843 
2.900% senior notes due May 15, 2030988,664 
4.150% senior notes due August 15, 2049739,699 739,431 
Unsecured term loan facility1,984,858 1,981,758 
Unsecured revolving credit facility903,000 
Finance lease liabilities65,142 32,996 
Other borrowings80,044 33,597 
Total long-term debt9,268,462 9,125,501 
Less current portion831,500 35,137 
Long-term debt, excluding current portion$8,436,962 $9,090,364 
 September 30, 2019 December 31, 2018
    
 (in thousands)
    
Long-term Debt   
3.800% senior notes due April 1, 2021$763,194
 $
3.750% senior notes due June 1, 2023568,598
 
4.000% senior notes due June 1, 2023574,170
 
2.650% senior notes due February 15, 2025991,090
 
4.800% senior notes due April 1, 2026823,448
 
4.450% senior notes due June 1, 2028488,081
 
3.200% senior notes due August 15, 20291,234,560
 
4.150% senior notes due August 15, 2049739,410
 
Unsecured term loan facility1,980,886
 
Unsecured revolving credit facility783,000
 
Secured term loans (outstanding under our Prior Credit Facility)
 4,426,243
Secured revolving credit facility (outstanding under our Prior Credit Facility)
 704,000
Finance lease liabilities34,266
 
Other borrowings40,374
 
Total long-term debt9,021,077
 5,130,243
Less current portion33,373
 115,075
Long-term debt, excluding current portion$8,987,704
 $5,015,168


The carrying amounts of our senior notes and term loans in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At September 30, 2019,2020, unamortized discount on senior notes was $6.0$8.7 million,, and unamortized debt issuance costs on senior notes and the unsecured term loan facility were $48.0$49.4 million. Unamortized debt issuance costs on our securedsenior notes and unsecured term loans at December 31, 20182019 were $37.4$46.6 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At September 30, 2019,2020, unamortized debt issuance costs on the unsecured revolving credit facility were $18.6$14.7 million, and, atat December 31, 2018,2019, unamortized debt issuance costs on the securedunsecured revolving credit facility were $12.9$17.6 million.The amortization of debt discounts and debt issuance costs areis recognized as an increase to interest expense over the terms of the respective debt instruments. Amortization of discounts and debt issuance costs was $3.1 million and $9.2 million, respectively, for the three and nine months ended September 30, 2019.2020 was $3.1 million and $8.9 million, respectively. Amortization of discounts and debt issuance costs for the three and nine months ended September 30, 20182019 was $2.9$3.1 million and $8.6$9.2 million, respectively.

At September 30, 2019,2020, future maturities of long-term debt (excluding finance lease liabilities) were as follows by year (in thousands):
Year ending December 31,
2020$20,474 
2021801,167 
202258,403 
20231,300,000 
20241,750,000 
20251,000,000 
2026 and thereafter4,200,000 
Total$9,130,044 
Year ending December 31, 
Remainder of 2019$11,536
202022,953
2021754,906
202250,038
20231,300,000
20242,533,000
2025 and thereafter4,200,000
Total$8,872,433


18

Table of Contents
See "Note 5—Leases" for more information aboutSenior Unsecured Notes

We have $7.1 billion in aggregate principal amount of senior unsecured notes, as presented in the table above. Interest on the senior notes is payable semi-annually at various dates. Each series of the senior notes is redeemable, at our finance lease liabilities, including maturities.

Bridge Facility

On May 27, 2019,option, in connection with our entry intowhole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture. The difference between the acquisition fair value and face value of senior notes assumed in the Merger Agreement described in "Note 2—Acquisitions," we obtained commitments for a $2.75 billion, 364-day senior unsecured bridge facility (the "Bridge Facility"). On July 9, 2019, upon our entry intois recognized over the Term Loan Facility and the Unsecured Revolving Credit Facility (each as defined below), the aggregate commitments under the Bridge Facility were reduced to approximately $2.1 billion. Concurrently with the issuanceterms of the Senior Notes (as defined below), the remaining aggregate commitments under the Bridge Facility were reduced to 0respective notes as a reduction of interest expense. The amortization of this fair value adjustment was $9.0 million and terminated. For$27.1 million, respectively, for the three and nine months ended September 30, 2019, we recognized $8.8 million and $11.7 million, respectively, of fees associated with the Bridge Facility in interest expense.2020.

New Facilities

On July 9, 2019,May 15, 2020, we entered intoissued $1.0 billion in aggregate principal amount of 2.900% senior unsecured notes due May 2030 and received proceeds of $996.7 million. We incurred debt issuance costs of approximately $8.4 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at September 30, 2020. Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2020. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from the offering to repay a portion of the outstanding indebtedness on our revolving credit facility and for general corporate purposes.

As of September 30, 2020, our senior notes had a total carrying amount of $7.1 billion and an estimated fair value of $7.7 billion. The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy. The fair value of other long-term debt approximated its carrying amount at September 30, 2020.

Senior Unsecured Credit Facilities

We have a term loan credit agreement ("Term Loan Credit Agreement") and a revolving credit agreement ("Unsecured Revolving Credit Agreement") in each case with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents. The Term Loan Credit Agreement provides for a senior unsecured $2.0$2 billion term loan facility, ("Term Loan Facility"). Theand the Unsecured Revolving Credit Agreement provides for a senior unsecured $3.0$3 billion revolving credit facility ("Unsecured Revolving Credit Facility," together with the Term Loan Facility, the "New Facilities"). We capitalized debt issuance costs of $12.8 million in connection with the issuances under the New Facilities.facility.

Borrowings under the Term Loan Facilityterm loan facility were made in U.S. dollars and borrowings under the Unsecured Revolving Credit Facilityrevolving credit facility are available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to certainspecific conditions, certain other currencies at our option. Borrowings in U.S. dollars and certain other London Interbank Offered Rate ("LIBOR")-quotedLIBOR quoted currencies will bear interest, at our option, at a rate equal to either (1) the rate (adjusted for any statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits in the London interbank market, (2) a floating rate of interest set forth on the applicable LIBOR screen page designated by Bank of America, N.A. or (3) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as publicly announced by Bank of America as its "prime rate" or (c) LIBOR plus 1.0%, in each case, plus an applicable margin. 

As of September 30, 2019,2020, the interest ratesrate on the Term Loan Facility and the Unsecured Revolving Credit Facility were 3.42% and 3.33%, respectively.term loan facility was 1.52%. In addition, we are required to pay a quarterly commitment fee with respect to the unused portion of the Unsecured Revolving Credit Facilityrevolving credit facility at an applicable rate per annum ranging from 0.125% to 0.300% depending on our credit rating. Beginning on December 31, 2022, and at the end of each quarter thereafter, the Term Loan Facilityterm loan facility must be repaid in quarterly installments in the amount of 2.50% of original principal through the maturity date with the remaining principal balance due upon maturity in September 2024. The Unsecured Revolving Credit Agreementrevolving credit facility also matures in September 2024.

We may issue standby letters of credit of up to $250 million in the aggregate under the Unsecured Revolving Credit Facility.revolving credit facility. Outstanding letters of credit under the Unsecured Revolving Credit Facilityrevolving credit facility reduce the amount of borrowings available to us. The amounts available to borrow under the revolving credit facility are also determined by a financial leverage covenant. As of September 30, 2020, the total available commitments under the Unsecured Revolving Credit Facility at September 30, 2019 were $2,198.8 million.

Senior Notes
On August 14, 2019, we completed the public offering and issuance of $3.0 billion aggregate principal amount of senior unsecured notes, consisting of the following: (i) $1.0 billion aggregate principal amount of 2.650% senior notes due 2025; (ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029; and (iii) $750 million aggregate principal amount of 4.150% senior notes due 2049 (collectively, the "Senior Notes"). Interest on the Senior Notes is payable semi-annually in arrears on each February 15 and August 15, beginning on February 15, 2020. Each series of the Senior Notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture. We issued the Senior Notes at a total discount of $6.1 million and capitalized related debt issuance costs of $29.3 million.

From August 14, 2019 to the closing date of the Merger, the proceeds from the issuance of the Senior Notes were held in escrow. Upon closing, the funds were released and used together with borrowings under the Term Loan Facility and the Unsecured Revolving Credit Facility and cash on hand to repay TSYS's unsecured revolving credit facility to refinance certain of our existing indebtedness, to fund cash payments made in lieu of fractional shares payable in accordance with the terms of the Merger Agreementwere $2.1 billion and to pay transaction fees and costs related to the Merger.

there were 0 outstanding borrowings.
In addition, in connection with the Merger, we assumed $3.0 billion aggregate principal amount of senior unsecured notes of TSYS, consisting of the following: (i) $750 million aggregate principal amount of 3.800% senior notes due 2021; (ii) $550 million aggregate principal amount of 3.750% senior notes due 2023; (iii) $550 million aggregate principal amount of 4.000% senior notes due 2023; (iv) $750 million aggregate principal amount of 4.800% senior notes due 2026; and (v) $450 million aggregate principal amount of 4.450% senior notes due 2028. For the 3.800% senior notes due 2021 and the 4.800% senior notes due 2026, interest is payable semi-annually each April 1 and October 1. For the 3.750% senior notes due 2023, the 4.000% senior notes due 2023 and the 4.450% senior notes due 2028, interest is payable semi-annually each June 1 and December 1.

The senior notes assumed in the Merger were measured at fair value of $3.2 billion at the acquisition date, which exceeded their aggregate face value by $169.0 million. The difference between the fair value and face value of the assumed senior notes is recognized over the terms of the respective notes as a reduction of interest expense. The amortization of this fair value adjustment was $1.5 million for the three and nine months ended September 30, 2019.

As of September 30, 2019, our senior notes had an estimated fair value of $6,313.2 million. The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy. The fair value of other long-term debt approximated its carrying amount at September 30, 2019.

Prior Credit Facility

Prior to completion of the Merger, we were party to a credit facility agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents (as amended from time to time, the "Prior Credit Facility"). The Prior Credit Facility provided for secured financing comprised of (i) a $1.5 billion revolving credit facility; (ii) a $1.5 billion term loan; (iii) a $1.37 billion term loan; (iv) a $1.14 billion term loan; and (v) a $500 million term loan. Upon the consummation of the Merger, all borrowings outstanding and other amounts due under the Prior Credit Facility were repaid with proceeds from the New Facilities and the Prior Credit Facility was terminated. In connection with the extinguishment of the Prior Credit Facility in the three months ended September 30, 2019, we wrote-off related unamortized debt issuance costs of $16.7 million to interest expense.

Compliance with Covenants

The Term Loan Credit Agreement containssenior unsecured term loan and revolving credit facility contain customary conditions to funding, affirmative
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covenants, negative covenants, financial covenants and events of default. The Unsecured Revolving Credit Facility Agreement contains customary conditions to funding, affirmative covenants, negative covenants and events of default. As of September 30, 2019,2020, financial covenants under the Term Loan Credit Agreementterm loan facility required a leverage ratio of 3.50 to 1.00 and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all applicable covenants as of September 30, 2019.2020.

Settlement Lines of Credit

In various markets where we do business, we have specialized lines of credit, whichthat are restricted for use in funding settlement. The settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding linelines of credit may exceed the stated credit limit. As of September 30, 2019 and December 31, 2018,2020, a total of $72.1$58.5 million and $70.6 million, respectively, of cash on deposit was used to determine the available credit.

As of September 30, 20192020 and December 31, 2018, respectively,2019, we had $547.6$439.4 million and $700.5$463.2 million, respectively, outstanding under these lines of credit with additional capacity to fund settlement of $871.9$1,387.3 million as of September 30, 2019. The weighted-average interest rate on these borrowings was 3.34% and 2.97% at September 30, 2019 and December 31, 2018, respectively.2020. During the three months ended September 30, 2019,2020, the maximum and average outstanding balances under these lines of credit were $699.0$560.7 million and $426.6$324.6 million, respectively. The weighted-average interest rate on these borrowings was 2.05% and 3.16% at September 30, 2020 and December 31, 2019, respectively.


Derivative Agreements

We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as portfolio cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income (loss).

In addition, in June 2019, we entered into forward-starting interest rate swap agreements with an aggregate notional amount of $1.0 billion. The forward-starting interest rate swaps, designated as cash flow hedges, were designed to manage the exposure to interest rate volatility in anticipation of the issuance of the Senior Notes. During the period from the commencement of the swaps through the date upon which the Senior Notes were issued, the effective portion of the unrealized losses on the swaps was included in other comprehensive loss. Upon issuance of the Senior Notes, we terminated the forward-starting swap agreements and made settlement payments of $48.3 million, which are included cash flows from operating activities in our consolidated statement of cash flows for the nine months ended September 30, 2019 within the caption labeled "Other, net." We have and will continue to reclassify the effective portion of the realized loss from accumulated other comprehensive loss into interest expense over the terms of the related Senior Notes.

The fair values of theour interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments were classified within Level 2 of the valuation hierarchy.

The table below presents the fair values ofinformation about our derivative financial instruments, designated as cash flow hedges, included in the consolidated balance sheets:
Fair Values
Derivative Financial InstrumentsBalance Sheet LocationWeighted-Average Fixed Rate of Interest at September 30, 2020Range of Maturity Dates at
September 30, 2020
September 30, 2020December 31, 2019
(in thousands)
Interest rate swaps (Notional of $250 million at December 31, 2019)Prepaid expenses and other current assetsNANA$$472 
Interest rate swaps (Notional of $300 million at September 30, 2020)Accounts payable and accrued liabilities1.91%March 31, 2021$2,662 $
Interest rate swaps (Notional of $1.55 billion at September 30, 2020 and $1.55 billion at December 31, 2019)Other noncurrent liabilities2.73%December 31, 2022$74,102 $45,604 
        Fair Values
Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2019 
Range of Maturity Dates at
September 30, 2019
 
September 30,
2019
 December 31, 2018
           
        (in thousands)
           
Interest rate swaps (Notional of $500 million at September 30, 2019 and $750 million at December 31, 2018) Prepaid expenses and other current assets 1.46% December 31, 2019 - July 31, 2020 $950
 $3,200
Interest rate swaps (Notional of $550 million at December 31, 2018) Other noncurrent assets NA NA $
 $8,256
Interest rate swaps (Notional of $1.5 billion at September 30, 2019 and $950 million at December 31, 2018) Other noncurrent liabilities 2.57% March 31, 2021 - December 31, 2022 $55,238
 $14,601


NA -= not applicable.

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The table below presents the effects of our interest rate swaps on the consolidated statements of income and comprehensive income for the three and nine months ended September 30, 20192020 and 2018:2019:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
(in thousands)
Net unrealized gains (losses) recognized in other comprehensive income (loss)$194 $(40,265)$(53,332)$(96,997)
Net unrealized losses (gains) reclassified out of other comprehensive income (loss) to interest expense$11,133 $1,193 $25,786 $(1,530)
 Three Months Ended Nine Months Ended
 September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
        
 (in thousands)
        
Net unrealized (losses) gains recognized in other comprehensive loss$(40,265) $1,845
 $(96,997) $12,353
Net unrealized losses (gains) reclassified out of other comprehensive loss to interest expense$1,193
 $(1,663) $(1,530) $(2,830)

As of September 30, 2019,2020, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was approximately $19.1$40.9 million.

Interest Expense

Interest expense was approximately $96$82.1 million and $46$96.0 million for the three months ended September 30, 20192020 and 2018,2019, respectively, and approximately $221$244.3 million and $140$221.0 million for the nine months ended September 30, 20192020 and 2018,2019, respectively.

NOTE 7—INCOME TAX

Our effective income tax rates for the three and nine months ended September 30, 2020 were 18.0% and 14.1%, respectively. Our effective income tax rate for the three months ended September 30, 2020 differed from the U.S. statutory rate primarily due to tax credits, foreign interest income not subject to tax, the foreign-derived intangible income deduction, changes in uncertain tax positions and the tax effect of the U.K. statutory income tax rate change that took effect during the quarter. Our effective income tax rate for the nine months ended September 30, 2020 differed from the U.S. statutory rate primarily due to tax credits, foreign interest income not subject to tax, the foreign-derived intangible income deduction and excess tax benefits of share-based awards.

Our effective income tax rate for the three months ended September 30, 2019 was a benefit of 18.7%, and our effective income tax rate for the nine months ended September 30, 2019 was 10.1%. Our effective income tax rates for those periods differed from the U.S. statutory rate primarily as a result of:

due to the reduction of our U.S. deferred tax liability resulting from the effecteffects of the Merger on the apportionment of income among the states;
states, excess tax benefits of share-based awards, that are recognized upon vesting or settlement;
the U.S. tax benefits associated with income derived from foreign sources;sources and
the recognition of the benefit of uncertain tax positions duebenefits related to the effective settlement of theuncertain tax positions.

Our effective income tax rate for the three months ended September 30, 2018 was a benefit of 3.4%, and our effective income tax rate for the nine months ended September 30, 2018 was 10.4%. During the three and nine months ended September 30, 2018, we reduced our estimated transition tax liability associated with the U.S. Tax Cuts and Jobs Act of 2017 by $23.3 million, which was the primary reason our effective income tax rates for those periods differed from the U.S. statutory rate.

We conduct business globally and file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities around the world, including, without limitation, the United States and the United Kingdom.world. We are no longer subject to state income tax examinations for years ended on or before May 31, 2010,2007, U.S. federal income tax examinations for years ended on or before May 31, 2016 and U.K. federal income tax examinations for years ended on or before May 31, 2015.2016.

NOTE 8—SHAREHOLDERS’ EQUITY

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase programs. During the three months ended September 30, 2020 and 2019, there were 0 repurchases. During the nine months ended September 30, 20192020 and 2018,2019, we repurchased and retired 1,808,398 shares2,094,731 and 1,612,1741,808,398 shares of our common stock at a cost, including commissions, of $404.0 million and $230.0 million, or $192.85 per share and $180.9 million, respectively, or $127.18 per share, and $112.19 per share. We did notrespectively.

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On October 28, 2020, our board of directors approved an increase to our existing share repurchase any shares of our common stock duringprogram authorization, which raised the three months ended September 30, 2019 and 2018.total available authorization to $1.25 billion. As of September 30, 2019, we were authorized to2020, the amount that may yet be purchased under our share repurchase up to $568.0 million of our common stock.


In connection with the completion of the Merger, our Articles of Incorporation were amended to increase the number of authorized shares of Global Payments common stock from 200 million to 400program was $880.0 million.

On October 24, 2019,28, 2020, our board of directors declared a dividend of $0.195 per share payable on December 27, 201931, 2020 to common shareholders of record as of December 13, 2019.17, 2020.

NOTE 9—SHARE-BASED AWARDS AND STOCK OPTIONS

The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:
 Three Months Ended Nine Months Ended
 September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
        
 (in thousands)
        
Share-based compensation expense$27,877
 $14,833
 $55,791
 $44,937
Income tax benefit$4,396
 $3,614
 $10,633
 $10,276

Three Months EndedNine Months Ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
(in thousands)
Share-based compensation expense$42,276 $27,877 $105,081 $55,791 
Income tax benefit$9,123 $4,396 $23,338 $10,633 
 
Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the nine months ended September 30, 2019:2020:
SharesWeighted-Average
Grant-Date
Fair Value
(in thousands)
Unvested at December 31, 20191,844 $149.96 
Granted601 185.71 
Vested(652)119.62 
Forfeited(51)169.02 
Unvested at September 30, 20201,742 $173.10 
 Shares 
Weighted-Average
Grant-Date
Fair Value
    
 (in thousands)  
    
Unvested at December 31, 20181,084
 
$108.51
Replacement Awards894
 163.74
Granted772
 141.42
Vested(490) 71.92
Forfeited(88) 112.47
Unvested at September 30, 20192,172
 
$151.06


The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 20192020 and September 30, 20182019 was $77.9 million and $35.3 million, and $45.0 million, respectively.

For restricted stock and performance awards, we recognized compensation expense of $20.2$38.9 million and $13.8$20.2 million during the three months ended September 30, 20192020 and September 30, 2018,2019, respectively, and $45.0$94.9 million and $41.1$45.0 million during the nine months ended September 30, 20192020 and September 30, 2018,2019, respectively. As of September 30, 2019,2020, there was $175.1were $187.7 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.22.1 years. Our restricted stock and performance award plans provide for accelerated vesting under certain conditions.


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Stock Options

The following table summarizes changes in stock option activity for the nine months ended September 30, 2019:2020: 
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual TermAggregate Intrinsic Value
(in thousands)(years)(in millions)
Outstanding at December 31, 20191,755 $74.06 6.5$190.3
Granted124 200.42 
Forfeited(2)113.48 
Exercised(506)60.18 
Outstanding at September 30, 20201,371 $90.64 6.4$122.0
Options vested and exercisable at September 30, 2020974 $69.50 5.6$105.3
 Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
        
 (in thousands)   (years) (in millions)
        
Outstanding at December 31, 2018598
 
$59.16
 6.2 $27.3
Replacement Awards1,336
 68.96
    
Granted109
 128.22
    
Exercised(221) 32.54
    
Outstanding at September 30, 20191,822
 
$73.71
 6.8 $155.4
        
Options vested and exercisable at September 30, 20191,217
 
$57.29
 5.9 $123.7


We recognized compensation expense for stock options of $7.0$2.4 million and $0.7$7.0 million during the three months ended September 30, 2020 and 2019, respectively, and 2018, respectively,$6.5 million and $8.6 million and $2.3 million duringfor the nine months ended September 30, 20192020 and 2018,2019, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2020 and 2019 and 2018 was $22.9$69.8 million and $15.9$22.9 million, respectively. As of September 30, 2019,2020, we had $15.4$10.5 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.71.8 years.

The weighted-average grant-date fair value of stock options granted including Replacement Awards, during the nine months ended September 30, 2020 and 2019 was $54.85 and 2018 was $99.56 and $35.09,$39.60, respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:
Nine Months Ended
September 30, 2020September 30, 2019
Risk-free interest rate1.24%1.72%
Expected volatility30%31%
Dividend yield0.39%0.04%
Expected term (years)55
 Nine Months Ended
 September 30, 2019 September 30, 2018
    
Risk-free interest rate1.72% 2.60%
Expected volatility31% 29%
Dividend yield0.04% 0.04%
Expected term (years)5 5


The risk-free interest rate was based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility was based on our historical volatility. The dividend yield assumption was determined using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options.

NOTE 10—EARNINGS PER SHARE

Basic earnings per share ("EPS") was computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders was the same as reported net income attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards that would have a dilutive effect on EPS. All
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stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS. The dilutive share base for the three and nine months ended September 30, 2020 excluded approximately 124,888 shares, related to stock options that would have an antidilutive effect on the computation of diluted earnings per share. There were 0 such shares for the three and nine months ended September 30, 2019.


The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three and nine months ended September 30, 20192020 and 2018:2019:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
(in thousands)
Basic weighted-average number of shares outstanding299,255 177,039299,261 163,846 
Plus: Dilutive effect of stock options and other share-based awards1,236 504 1,264 485 
Diluted weighted-average number of shares outstanding300,491 177,543 300,525 164,331 
 Three Months Ended Nine Months Ended
 September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
        
 (in thousands)
        
Basic weighted-average number of shares outstanding177,039
 158,168
 163,846
 158,827
Plus: Dilutive effect of stock options and other share-based awards504
 538
 485
 632
Diluted weighted-average number of shares outstanding177,543
 158,706
 164,331
 159,459


NOTE 11—ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 20192020 and 2018:2019:
Foreign Currency Translation Gains (Losses)Unrealized Gains (Losses) on Hedging ActivitiesOtherAccumulated Other Comprehensive Loss
(in thousands)
Balance at June 30, 2020$(361,133)$(98,903)$890 $(459,146)
Other comprehensive income (loss)102,058 8,715 (3,531)107,242 
Balance at September 30, 2020$(259,075)$(90,188)$(2,641)$(351,904)
Balance at June 30, 2019$(289,194)$(47,313)$(3,399)$(339,906)
Other comprehensive (loss) income(58,415)(29,783)37 (88,161)
Balance at September 30, 2019$(347,609)$(77,096)$(3,362)$(428,067)
 Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss
        
 (in thousands)
        
Balance at June 30, 2019$(289,194) $(47,313) $(3,399) $(339,906)
Other comprehensive income (loss)(58,415) (29,783) 37
 (88,161)
Balance at September 30, 2019$(347,609) $(77,096) $(3,362) $(428,067)
        
Balance at June 30, 2018$(253,372) $14,030
 $(4,287) $(243,629)
Other comprehensive income (loss)(26,930) 72
 (58) (26,916)
Balance at September 30, 2018$(280,302) $14,102
 $(4,345) $(270,545)


Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was income of $8.8 million and a loss of $8.7 million and income of $11.7 million for the three months ended September 30, 20192020 and 2018,2019, respectively.

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Foreign Currency Translation Gains (Losses)Unrealized Gains (Losses) on Hedging ActivitiesOtherAccumulated Other Comprehensive Loss
(in thousands)
Balance at December 31, 2019$(241,899)$(69,319)$647 $(310,571)
Other comprehensive loss(17,176)(20,869)(3,288)(41,333)
Balance at September 30, 2020$(259,075)$(90,188)$(2,641)$(351,904)
Balance at December 31, 2018$(304,274)$(2,374)$(3,527)$(310,175)
Other comprehensive (loss) income(43,335)(74,722)165 (117,892)
Balance at September 30, 2019$(347,609)$(77,096)$(3,362)$(428,067)
 Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss
        
 (in thousands)
        
Balance at December 31, 2018$(304,274) $(2,374) $(3,527) $(310,175)
Other comprehensive income (loss)(43,335) (74,722) 165
 (117,892)
Balance at September 30, 2019$(347,609) $(77,096) $(3,362) $(428,067)
        
Balance at December 31, 2017$(185,856) $6,999
 $(4,287) $(183,144)
Cumulative effect of adoption of new accounting standard(1,843) 
 
 (1,843)
Other comprehensive income (loss)(92,603) 7,103
 (58) (85,558)
Balance at September 30, 2018$(280,302) $14,102
 $(4,345) $(270,545)


Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was income of $7.5 million and a loss of $9.4 million and income of $11.8 million for the nine months ended September 30, 20192020 and 2018,2019, respectively.


NOTE 12—SEGMENT INFORMATION

Prior to the completion of the Merger, we operatedWe operate in 3 reportable segments: North America, EuropeMerchant Solutions, Issuer Solutions and Asia-Pacific. As a result of the Merger, we anticipate realigning our executive managementBusiness and organizational structures. As of September 30, 2019, we were still assessing changes in our internal management reporting structure to incorporate TSYS and the effects it may have on our reportable segments. Because this process was not complete as of September 30, 2019, we have reported the results of operations of TSYS from the acquisition date to September 30, 2019 as a separate reportable segment. In future periods, once the new management and organizational structures have been established, we will report financial information for our new reportable segments and recast prior periods to reflect the change, as necessary.

Consumer Solutions. We evaluate performance and allocate resources based on the operating income of each operating segment. The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Corporate. Interest and other income, interest and other expense, and income tax expense and equity in income of equity method investments, net of tax, are not allocated to the individual segments. We do not evaluate the performance of or allocate resources to our operating segments using asset data. The accounting policies of the reportable operating segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 20182019 and our summary of significant accounting policies in "Note 1 - Basis of Presentation and Summary of Significant Accounting Policies."


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In connection with an organizational realignment implemented during the fourth quarter of 2019, the presentation of segment information for the three and nine months ended September 30, 2019 has been recast to align with the current segment presentation. Information on segments and reconciliations to consolidated revenues, and consolidated operating income and consolidated depreciation and amortization was as follows for the three and nine months ended September 30, 20192020 and 2018:2019:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2019September 30, 2020September 30, 2019
(in thousands)
Revenues(1):
Merchant Solutions$1,243,961 $1,004,943 $3,460,785 $2,812,640 
Issuer Solutions487,409 75,628 1,461,196 86,122 
Business and Consumer Solutions204,106 27,896 624,774 27,896 
Intersegment eliminations(17,661)(2,526)(53,390)(2,527)
 Consolidated revenues$1,917,815 $1,105,941 $5,493,365 $2,924,131 
Operating income (loss)(1)(2):
Merchant Solutions$344,981 $318,786 $824,212 $840,326 
Issuer Solutions70,800 5,885 188,131 12,920 
Business and Consumer Solutions31,052 3,365 110,358 3,365 
Corporate(156,414)(153,999)(480,730)(261,356)
Consolidated operating income$290,419 $174,037 $641,971 $595,255 
Depreciation and amortization(1):
Merchant Solutions$238,946 $156,016 $708,808 $447,315 
Issuer Solutions137,965 21,341 410,955 21,687 
Business and Consumer Solutions23,957 5,200 71,712 5,200 
Corporate6,031 1,189 15,917 3,296 
 Consolidated depreciation and amortization$406,899 $183,746 $1,207,392 $477,498 
 Three Months Ended Nine Months Ended
 September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
        
 (in thousands)
        
Revenues(1):
       
North America$734,841
 $643,715
 $2,129,182
 $1,859,545
Europe164,950
 157,584
 468,168
 456,492
Asia-Pacific58,680
 56,371
 179,311
 169,774
TSYS147,470
 
 147,470
 
 Consolidated revenues$1,105,941
 $857,670
 $2,924,131
 $2,485,811
        
Operating income (loss)(1):
       
North America$205,728
 $174,012
 $547,160
 $446,600
Europe91,332
 85,781
 249,638
 239,011
Asia-Pacific24,187
 23,692
 74,718
 67,043
TSYS (2)
(11,124) 
 (11,124) 
Corporate(2)
(136,086) (60,323) (265,137) (182,585)
 Consolidated operating income$174,037
 $223,162
 $595,255
 $570,069
        
Depreciation and amortization(1):
       
North America$123,075
 $106,022
 $375,885
 $313,980
Europe12,876
 11,660
 38,971
 36,180
Asia-Pacific5,201
 4,381
 15,382
 13,740
TSYS40,213
 
 40,213
 
Corporate2,381
 1,994
 7,047
 5,548
 Consolidated depreciation and amortization$183,746
 $124,057
 $477,498
 $369,448



(1)Revenues, operating income and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates. For further discussion of our acquisitions, see "Note 2Acquisitions."

(2)Operating loss for Corporate included acquisition and integration expenses of $80.0$57.6 million and $8.2$86.9 million during the three months ended September 30, 2020 and 2019, respectively. Operating loss for Corporate included acquisition and integration expense of $208.0 million and $98.0 million during the nine months ended September 30, 2020 and 2019, respectively. Operating income for our Merchant Solutions segment reflected the effect of acquisition and integration expenses of $13.9 million for the three months ended September 30, 2019 and 2018, respectively. Operating loss for Corporate included acquisition and integration expenses of $99.5$5.7 million and $34.6$22.3 million respectively for the nine months ended September 30, 2020 and 2019, and 2018. Operating loss for TSYS included acquisition and integration expenses of $20.9 million for the three and nine months ended September 30, 2019.respectively.

NOTE 13—COMMITMENTS AND CONTINGENCIES

Purchase Obligations

We have contractual obligations related to service arrangements with suppliers for fixed or minimum amounts. Future minimum payments at September 30, 2020 for purchase obligations were as follows (in thousands):

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Year ending December 31:
2020$88,681 
2021244,527 
2022173,492 
2023105,742 
202477,957 
202599,183 
2026 and thereafter527,427 
Total future minimum payments$1,317,009 

During the nine months ended September 30, 2020, we entered into a new agreement to acquire software and related services, of which $97.6 million was financed utilizing a two-year vendor financing arrangement.

Legal Matters

Six putative class action lawsuits challenging the Merger were filed. Two of these lawsuits, captioned Peters v. Total System Services, Inc. et al. (Case No. 4:19-cv-00114) and Wolf v. Total System Services, Inc., et al. (Case No. 4:19-cv-00115), were filed in the United States District Court for the Middle District of Georgia on July 18, 2019. The third lawsuit, captioned Drulias v. Global Payments Inc., et. al (Case No. 60774/2019) was filed in the Supreme Court of the State of New York, County of Westchester on July 19, 2019. The fourth lawsuit, captioned Hickey v. Total System Services, Inc., et al. (Civil Action No. 1:19-cv-03337-LMM) was filed in the United States District Court for the Northern District of Georgia, Atlanta Division, on July 23, 2019. The fifth lawsuit, captioned, Cason v. Total System Services, Inc., et al. (Case No. 1:19-cv-07471) was filed in the United States District Court for the Southern District of New York on August 9, 2019. The sixth lawsuit, captioned, Cheng v. Total System Services, et al. (Case No: 1:19-cv-01513-UNA) was filed in the United States District Court for the District of Delaware on August 13, 2019. The complaints filed in the lawsuits assert, among other matters, claims for filing a materially incomplete registration statement with the SEC. Global Payments and TSYS released supplemental disclosures relating to the Merger in late August 2019, and the Peters lawsuit, the Wolf lawsuit and the Cheng lawsuit have been voluntarily dismissed.

On September 23, 2019, a jury in the Superior Court of Dekalb County Georgia, awarded Frontline Processing Corp. ("Frontline") $135.2 million in damages, costs and attorney's fees (plus interest) following a trial of a breach of contract dispute between Frontline and Global Payments, wherein Frontline alleged that Global Payments violated provisions of the parties' Referral Agreement and Master Services Agreement. The Superior Court entered a final judgment on the verdict in favor of Frontline on September 30, 2019. We believe the jury verdict is in error and Frontline’s case is completely without merit, and we are appealinghave appealed the decision to the Georgia Court of Appeals. Our appeal is pending. While it is reasonably possible that we will incur some loss between zero and the judgment amount plus interest, we have determined that it is not probable that Global Payments has incurred a loss under the applicable accounting standard (ASC Topic 450, Loss Contingencies) as of September 30, 2019.2020. As a result, we have not recorded a liability on the consolidated balance sheet with respect to this litigation.



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ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018.2019. 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. See "Forward-Looking Statements" below for additional information.

Executive Overview

On May 27, 2019, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Total System Services, Inc. ("TSYS") providing for the merger of TSYS with and into Global Payments, with Global Payments as the surviving entity (the "Merger"). We consummated the Merger on September 18, 2019 for total purchase consideration of $24.5 billion. Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers. Through our combination with TSYS, we are now a leading pure play payments technology company delivering innovative software and services to our customers globally. See "Note 2—Acquisitions"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 merged with Total System Services, Inc. ("TSYS") (the "Merger").

COVID-19 Update
In March 2020, the World Health Organization declared the outbreak of the COVID-19 virus a global pandemic. This outbreak 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. We continue to closely monitor the effects of the COVID-19 pandemic; however, the effects of the outbreak are still evolving, and the ultimate severity and duration of the pandemic and the implications on future global economic conditions remains uncertain. We are continuing to operate normally worldwide, and, at this time, we do not anticipate any significant operational effects as a result of the pandemic.

Starting in mid-March, the COVID-19 pandemic began to significantly affect our financial results as governments took actions to encourage social distancing and implemented shelter-in-place directives. As certain state and local governments in the notesUnited States and abroad began to gradually ease restrictions during the summer months, and certain businesses reopened, we saw improvement in our financial results and positive trends throughout the latter half of the second quarter and continuing through the third quarter. It is possible that certain state or local authorities in the United States or governments abroad may re-impose restrictions and closures in response to a resurgence or another wave of the pandemic through the fall and winter. We expect that the COVID-19 pandemic will continue to have an adverse effect on our revenues and earnings for the remainder of 2020, although the magnitude, duration and ultimate effects of the COVID-19 pandemic are not possible to predict at this time. We have 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 also took actions to preserve our available capital and provide financial flexibility, including temporarily suspending our share repurchase program during the second and third quarters and reducing our planned capital investments in the business, as well as the cost-savings actions previously noted. As we continue to see the economy slowly recover from the early effects of the pandemic, we continue to expect our capital expenditures for the year to be below our initial expectations.

For a further discussion of trends, uncertainties and other factors that could affect our future operating results related to the accompanying unaudited consolidated financial statements for a descriptioneffects of the Merger and other acquisitions and "Note 12—Segment Information" for a description of our reportable segments.COVID-19 pandemic, see the section entitled "Risk Factors" in Item 1A in this Quarterly Report on Form 10-Q.

Financial Highlights

Highlights related to our financial condition at September 30, 2020 and results of operations for the three and nine months then ended September 30, 2019 are:include the following:

Consolidated revenues for the three and nine months ended September 30, 20192020 increased to $1,917.8 million and $5,493.4 million, respectively, compared to $1,105.9 million and $2,924.1 million, respectively, compared to $857.7 million and $2,485.8 million for the prior-year periods primarily due to additional revenues from the Mergeracquired operations of TSYS, partially offset by the unfavorable effects of COVID-19 on our revenues. Revenues from the acquired operations of TSYS were $1,067.2 million and businesses acquired in$3,119.2
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million for the second half of 2018.three and nine months ended September 30, 2020, respectively, and $147.5 million for the three and nine months ended September 30, 2019.

Consolidated operating income for the three months ended September 30, 2019 decreased to $174.0 million compared to $223.2 million for the prior-year period as a result of the acquisition and integration expenses primarily related to the Merger. Consolidated operating income for the nine months ended September 30, 20192020 increased to $595.3$290.4 million and $642.0 million, respectively, compared to $570.1$174.0 million and $595.3 million for the prior-year period.periods due to additional income from the acquired operations of TSYS. Operating margin for the three and nine months ended September 30, 20192020 was 15.7%15.1% and 20.4%11.7%, respectively, compared to 26.0%15.7% and 22.9%20.4% for the prior-year periods. Consolidated operating income and operating margins were negatively affected by the unfavorable effects of COVID-19 on our revenues for the three and nine months ended September 30, 2020, and an increase in acquisition and integration expenses, primarily due to the Merger, for the nine months ended September 30, 2020. However, we saw improvement in our financial results and positive trends throughout the latter half of the second quarter and continuing through the third quarter as a result of the continued recovery across our markets and reductions in costs due to actions we took in response to the pandemic.

Net income attributable to Global Payments for the three and nine months ended September 30, 2019 decreased2020 increased to $221.0 million and $401.9 million, respectively, compared to $95.0 million and $327.8 million, respectively, compared to $176.4 million and $376.8 million for the prior-year periods, reflecting the change in operating income and additional interestequity in income of equity method investments, partially offset by an increase in income tax expense.

Diluted earnings per share for the three and nine months ended September 30, 2019 decreased2020 was $0.74 and $1.34, respectively, compared to $0.54 and $2.00 respectively, compared to $1.11 and $2.36 for the prior-year periods. Diluted earnings per share for the three and nine months ended September 30, 2020 reflects the additional income from the acquired operations of TSYS. Additionally, diluted earnings per share for the three and nine months ended September 30, 2020 reflects an increase in the weighted-average number of shares outstanding as a result of issuing common shares as purchase consideration in the Merger.


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Results of Operations

We operate in three reportable segments: Merchant Solutions, Issuer Solutions and Business and Consumer Solutions. We evaluate performance and allocate resources based on the operating income of each operating segment. In connection with an organizational realignment implemented after the Merger in the fourth quarter of 2019, the presentation of segment information for the three and nine months ended September 30, 2019 has been recast to align with the segment presentation for the three and nine months ended September 30, 2020. For further information about our reportable segments, see "Item 1. Business—Business Segments" within our Annual Report on Form 10-K for the year ended December 31, 2019, incorporated herein by reference, and "Note 12—Segment Information" in the notes to the accompanying unaudited consolidated financial statements.

The following table sets forth key selected financial data for the three months ended September 30, 20192020 and 2018,2019, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount. The income statement data for the three months ended September 30, 2020 and 2019 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 - Financial Statements.
Three Months Ended
September 30, 2020
% of Revenues(1)
Three Months Ended
September 30, 2019
% of Revenues(1)
$ Change% Change
(dollar amounts in thousands)
Revenues(2):
Merchant Solutions$1,243,961 64.9 %$1,004,943 90.9 %$239,018 23.8 %
Issuer Solutions487,409 25.4 %75,628 6.8 %411,781 NM
Business and Consumer Solutions204,106 10.6 %27,896 2.5 %176,210 NM
Intersegment eliminations(17,661)(0.9)%(2,526)(0.2)%(15,135)NM
 Consolidated revenues$1,917,815 100.0 %$1,105,941 100.0 %$811,874 73.4 %
Consolidated operating expenses(2):
Cost of service$900,921 47.0 %$427,720 38.7 %$473,201 110.6 %
Selling, general and administrative726,475 37.9 %504,184 45.6 %222,291 44.1 %
Operating expenses$1,627,396 84.9 %$931,904 84.3 %$695,492 74.6 %
Operating income (loss)(2):
Merchant Solutions$344,981 18.0 %$318,786 28.8 %$26,195 8.2 %
Issuer Solutions70,800 3.7 %5,885 0.5 %64,915 NM
Business and Consumer Solutions31,052 1.6 %3,365 0.3 %27,687 NM
Corporate(3)
(156,414)(8.2)%(153,999)(13.9)%(2,415)(1.6)%
Operating income$290,419 15.1 %$174,037 15.7 %$116,382 66.9 %
Operating margin(2):
Merchant Solutions27.7 %31.7 %(4.0)%
Issuer Solutions14.5 %NMNM
Business and Consumer Solutions15.2 %NMNM
 Three Months Ended September 30, 2019 
% of Revenues(1)
 Three Months Ended September 30, 2018 
% of Revenues(1)
 Change % Change
            
 (dollar amounts in thousands)
            
Revenues(2):
           
North America$734,841
 66.4% $643,715
 75.1% $91,126
 14.2 %
Europe164,950
 14.9% 157,584
 18.4% 7,366
 4.7 %
Asia-Pacific58,680
 5.3% 56,371
 6.6% 2,309
 4.1 %
TSYS147,470
 13.3% 
 % 147,470
 NA
Total revenues$1,105,941
 100.0% $857,670
 100.0% $248,271
 28.9 %
            
Consolidated operating expenses(2):
           
Cost of service$427,720
 38.7% $265,013
 30.9% $162,707
 61.4 %
Selling, general and administrative504,184
 45.6% 369,495
 43.1% 134,689
 36.5 %
Operating expenses$931,904
 84.3% $634,508
 74.0% $297,396
 46.9 %
            
Operating income (loss)(2):
           
North America$205,728
   $174,012
   $31,716
 18.2 %
Europe91,332
   85,781
   5,551
 6.5 %
Asia-Pacific24,187
   23,692
   495
 2.1 %
TSYS(3)
(11,124)   
   (11,124) NA
Corporate(3)
(136,086)   (60,323)   (75,763) 125.6 %
Operating income$174,037
 15.7% $223,162
 26.0% $(49,125) (22.0)%
            
Operating margin(2):
           
North America28.0 %   27.0%
  1.0 %  
Europe55.4 %   54.4%   1.0 %  
Asia-Pacific41.2 %   42.0%
  (0.8)%  
TSYS(7.5)%   NA
   NA
  


NANM = not applicable.

meaningful.

(1) Percentage amounts may not sum to the total due to rounding.

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(2) Revenues, consolidated operating expenses, operating income (loss) and operating margin reflect the effects of acquired businesses from the respective acquisition dates. For further discussion of our acquisitions, see "Note 2—Acquisitions" in the notes to the accompanying unaudited consolidated financial statements.

(3) During the three months ended September 30, 2019, operating income for our Merchant Solutions segment reflected the effect of acquisition and integration expenses of $13.9 million. Operating loss for Corporate included acquisition and integration expenses of $80.0$57.6 million and $8.2$86.9 million forduring the three months ended September 30, 2020 and 2019, and 2018, respectively. Operating loss for TSYS included acquisition and integration expenses of $20.9 million for the three months ended September 30, 2019.


The following table sets forth key selected financial data for the nine months ended September 30, 20192020 and 2018,2019, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount. The income statement data for the nine months ended September 30, 2020 and 2019 are derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 - Financial Statements.
Nine Months Ended
September 30, 2020
% of Revenues(1)
Nine Months Ended
September 30, 2019
% of Revenues(1)
$ Change% Change
(dollar amounts in thousands)
Revenues(2):
Merchant Solutions$3,460,785 63.0 %$2,812,640 96.2 %$648,145 23.0 %
Issuer Solutions1,461,196 26.6 %86,122 2.9 %1,375,074 NM
Business and Consumer Solutions624,774 11.4 %27,896 1.0 %596,878 NM
Intersegment eliminations(53,390)(1.0)%(2,527)(0.1)%(50,863)NM
 Consolidated revenues$5,493,365 100.0 %$2,924,131 100.0 %$2,569,234 87.9 %
Consolidated operating expenses(2):
Cost of service$2,728,532 49.7 %$1,035,225 35.4 %$1,693,307 163.6 %
Selling, general and administrative2,122,862 38.6 %1,293,651 44.2 %829,211 64.1 %
Operating expenses$4,851,394 88.3 %$2,328,876 79.6 %$2,522,518 108.3 %
Operating income (loss)(2):
Merchant Solutions$824,212 15.0 %$840,326 15.3 %$(16,114)(1.9)%
Issuer Solutions188,131 3.4 %12,920 0.2 %175,211 NM
Business and Consumer Solutions110,358 2.0 %3,365 0.1 %106,993 NM
Corporate(3)
(480,730)(8.8)%(261,356)(4.8)%(219,374)(83.9)%
Operating income$641,971 11.7 %$595,255 20.4 %$46,716 7.8 %
Operating margin(2):
Merchant Solutions23.8 %29.9 %(6.1)%
Issuer Solutions12.9 %NMNM
Business and Consumer Solutions17.7 %NMNM
 Nine Months Ended September 30, 2019 
% of Revenues(1)
 Nine Months Ended September 30, 2018 
% of Revenues(1)
 Change % Change
            
 (dollar amounts in thousands)
            
Revenues(2):
           
North America$2,129,182
 72.8% $1,859,545
 74.8% $269,637
 14.5%
Europe468,168
 16.0% 456,492
 18.4% 11,676
 2.6%
Asia-Pacific179,311
 6.1% 169,774
 6.8% 9,537
 5.6%
TSYS147,470
 5.0% 
 % 147,470
 NA
Total revenues$2,924,131
 100.0% $2,485,811
 100.0% $438,320
 17.6%
            
Consolidated operating expenses(2):
           
Cost of service$1,035,225
 35.4% $781,943
 31.5% $253,282
 32.4%
Selling, general and administrative1,293,651
 44.2% 1,133,799
 45.6% 159,852
 14.1%
Operating expenses$2,328,876
 79.6% $1,915,742
 77.1% $413,134
 21.6%
            
Operating income (loss)(2):
           
North America$547,160
   $446,600
   $100,560
 22.5%
Europe249,638
   239,011
   10,627
 4.4%
Asia-Pacific74,718
   67,043
   7,675
 11.4%
TSYS(3)
(11,124)   
   (11,124) NA
Corporate(3)
(265,137)   (182,585)   (82,552) 45.2%
Operating income$595,255
 20.4% $570,069
 22.9% $25,186
 4.4%
            
Operating margin(2):
           
North America25.7 %   24.0%   1.7%  
Europe53.3 %   52.4%   0.9%  
Asia-Pacific41.7 %   39.5%   2.2%  
TSYS(7.5)%   NA
   NA
  


NANM = not applicable.

meaningful.

(1) Percentage amounts may not sum to the total due to rounding.

(2) Revenues, consolidated operating expenses, operating income (loss) and operating margin reflect the effects of acquired businesses from the respective acquisition dates. For further discussion of our acquisitions, see "Note 2—Acquisitions" in the notes to the accompanying unaudited consolidated financial statements.

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(3) During the nine months ended September 30, 2020 and 2019, operating income for our Merchant Solutions segment reflected the effect of acquisition and integration expenses of $5.7 million and $22.3 million, respectively. Operating loss for Corporate included acquisition and integration expenses of $99.5$208.0 million and $34.6$98.0 million respectively forduring the nine months ended September 30, 2020 and 2019, and 2018. Operating loss for TSYS included acquisition and integration expenses of $20.9 million for the nine months ended September 30, 2019.respectively.


Revenues

Consolidated revenues for the three and nine months ended September 30, 20192020 increased by 28.9%73.4% and 17.6%87.9%, respectively, to $1,917.8 million and $5,493.4 million, compared to $1,105.9 million and $2,924.1 million despitefor the unfavorable effectprior-year periods, primarily due to additional revenues from the acquired operations of fluctuations in foreign currency exchange rates. ForTSYS. Revenues from the acquired operations of TSYS were $1,067.2 million and $3,119.2 million for the three and nine months ended September 30, 2019, currency exchange rate fluctuations reduced2020, respectively, compared to $147.5 million for the prior-year periods. While COVID-19 continued to have unfavorable effects on our consolidated revenues by $11.8 million and $50.8 million, respectively,as compared to the prior-year periods, calculated by converting revenues forwe saw improvements throughout the current period in local currencies using exchange rates forlatter half of the prior-year period.

second quarter and continuing through the third quarter.
North America
Merchant Solutions Segment. Revenues from our North AmericaMerchant Solutions segment for the three and nine months ended September 30, 20192020 increased by 14.2%23.8% and 14.5%23.0%, respectively, to $734.8$1,244.0 million and $2,129.2$3,460.8 million, compared to $1,004.9 million and $2,812.6 million for the prior-year periods, primarily due to organicadditional revenues from the acquired operations of TSYS. We experienced significant revenue growth.declines starting in mid-March related to COVID-19 due to a reduction in consumer spending and closures of certain of our merchant customer businesses throughout North America, Europe and Asia Pacific. We saw improvement in our financial results beginning in May, and continuing through the third quarter, as state and local governments in the United States and governments abroad began to gradually ease pandemic-related restrictions and consumer spending increased.

EuropeIssuer Solutions Segment. Revenues from our EuropeIssuer Solutions segment for the three and nine months ended September 30, 2019 increased by 4.7% and 2.6%, respectively, to $165.02020 were $487.4 million and $468.2$1,461.2 million, duerespectively, compared to organic growth, partially offset by the unfavorable effect of fluctuations in foreign currency exchange rates of $9.4$75.6 million and $35.4$86.1 million respectively.for the prior-year periods, primarily reflecting revenues from the acquired operations of TSYS. Starting in mid-March, we experienced revenue declines as a result of lower transaction volumes, particularly related to the processing of commercial cards as a result of COVID-19. We saw improvement in our financial results beginning in May, and continuing through the third quarter, as state and local governments in the United States and governments abroad began to gradually ease pandemic-related restrictions.

Asia-PacificBusiness and Consumer Solutions Segment. Revenues from our Asia-PacificBusiness and Consumer Solutions segment for the three and nine months ended September 30, 2019 increased by 4.1% and 5.6%, respectively, to $58.72020 were $204.1 million and $179.3$624.8 million, primarilyrespectively, compared to $27.9 million for the prior-year periods, reflecting revenues from the acquired operations of TSYS. Our Business and Consumer Solutions segment experienced revenue declines starting in mid-March due to organic revenue growth, partially offsetreduced consumer spending as a result of COVID-19; however, these declines were mitigated by revenues in the unfavorable effect of fluctuationssecond quarter from our customers loading individual stimulus payments and supplementary unemployment insurance distributions resulting from the Coronavirus Aid, Relief and Economic Security Act. Additionally, we saw improvements in foreign currency exchange rates of $1.4 millionour financial results later in the second quarter, and $7.6 million, respectively.continuing through the third quarter, from increases in consumer spending as state and local governments in the United States began to gradually ease restrictions.

Operating Expenses

Cost of Service. Cost of service for the three and nine months ended September 30, 20192020 increased by 61.4%110.6% and 32.4%163.6%, respectively, to $900.9 million and $2,728.5 million, compared to $427.7 million and $1,035.2 million. Cost of service as a percentage of revenues was 38.7% and 35.4%, respectively, for the three and nine months ended September 30, 2019, compared to 30.9% and 31.5%million for the prior-year periods. The increase in cost of service for the three and nine months ended September 30, 2019 wasperiods, primarily due to additional costs associated with revenue growth,the acquired operations of TSYS, including those of acquired businesses, and an increase inthe amortization of acquired intangibles of $15.0 million and $81.7 million, respectively.intangibles. Cost of service for the three and nine months ended September 30, 2019 also2020 reflects acquisition and integration expensesamortization of $10.4acquired intangibles of $313.4 million and $12.4$941.7 million, respectively, which contributedcompared to $134.5 million and $345.5 million, respectively, for the increase in costprior-year periods. Cost of service as a percentage of revenues.revenues increased to 47.0% and 49.7%, respectively, for the three and nine months ended September 30, 2020, compared to 38.7% and 35.4% for the prior-year periods, primarily due to the increase in amortization of acquired intangibles.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three and nine months ended September 30, 20192020 increased by 36.5%44.1% and 14.1%64.1%, respectively, to $504.2$726.5 million and $2,122.9 million, compared to
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$504.2 million and $1,293.7 million. Selling, general and administrative expenses as a percentage of revenues was 45.6% and 44.2%, respectively, for the three and nine months ended September 30, 2019, compared to 43.1% and 45.6%million for the prior-year periods. The increase in selling, general and administrative expenses for the three months ended September 30, 2020 compared to the prior year was primarily due to additional costs associated with the acquired operations of TSYS. Additionally, selling, general and administrative expenses included acquisition and integration expenses of $59.8 million compared to $90.5 million for the prior year. The increase in selling, general and administrative expenses for the nine months ended September 30, 2020 compared to the prior year was primarily due to additional costs associated with the acquired operations of TSYS. Additionally, selling, general and administrative expenses included acquisition and integration expenses of $213.6 million compared to $108.0 million for the prior year. Selling, general and administrative expenses as a percentage of revenues was 37.9% and 38.6%, respectively, for the three and nine months ended September 30, 2019 was primarily due2020, compared to additional costs to support45.6% and 44.2% for the growth of our business, including those of acquired businesses. Selling, general and administrativeprior year.

Corporate. Corporate expenses for the three and nine months ended September 30, 2019 also reflect2020 increased by $2.4 million and $219.4 million, respectively, to $156.4 million and $480.7 million, compared to $154.0 million and $261.4 million for the prior-year periods, primarily due to additional expenses associated with the acquired operations of TSYS and an increase in acquisition and integration expenses for the nine months ended September 30, 2020. During the three and nine months ended September 30, 2020, Corporate expenses included acquisition and integration expenses of $90.5$57.6 million and $108.0$208.0 million, respectively, compared to $86.9 million and $98.0 million, for the prior-year periods. During the three and nine months ended September 30, 2020, Corporate expenses included charges for employee termination benefits of $8.1 million and $49.8 million, respectively, which contributedincluded $1.9 million and $6.1 million, respectively, of share-based compensation expense. We expect to incur additional charges over the increase in selling, general and administrative expensesnext 12 months as a percentage of revenues.Merger–related integration activities continue.

Operating Income and Operating Margin

North America Segment. OperatingConsolidated operating income in our North America segment for the three and nine months ended September 30, 2019 increased by 18.2% and 22.5%, respectively, to $205.72020 was $290.4 million and $547.2$642.0 million, primarily duerespectively, compared to revenue growth.$174.0 million and $595.3 million for the prior-year periods. Operating margin for the three and nine months ended September 30, 2019 increased to 28.0%2020 was 15.1% and 25.7%11.7%, respectively, compared to 27.0%15.7% and 24.0%20.4% for the prior-year periods.

Europe Segment. Operating Consolidated operating income in our Europe segment for the three and nine months ended September 30, 2019 increased by 6.5% and 4.4%, respectively, to $91.32020 includes income from the acquired operations of TSYS of $165.8 million and $249.6$385.1 million, primarily duerespectively, compared to revenue growth, partially offset bya loss of $11.1 million for the unfavorable effect of fluctuations in foreign currency exchange rates of $4.9 million and $16.6 million, respectively. Operating marginprior-year periods. Consolidated operating income for the three and nine months ended September 30, 2019 increased to 55.4%2020 reflects an increase in amortization of acquired intangibles of $178.9 million and 53.3%, respectively, compared to 54.4%$596.2 million, respectively. Acquisition and 52.4% for the prior-year periods.


Asia-Pacific Segment. Operating income in our Asia-Pacific segment for the threeintegration expenses decreased by $44.1 million and nine months ended September 30, 2019 increased by 2.1% and 11.4%, respectively, to $24.2 million and $74.7 million, primarily due to revenue growth. Operating margin for the three and nine months ended September 30, 2019 was 41.2% and 41.7%, respectively, compared to 42.0% and 39.5% for the prior-year periods.

Corporate. Corporate expenses increased by $75.8 million and $82.6 million, respectively, to $136.1 million and $265.1$93.4 million for the three and nine months ended September 30, 2019,2020, respectively, compared to the prior-year periods, primarilyperiods. The unfavorable effects of COVID-19 on our revenues and incremental expenses directly related to COVID-19 also contributed to the decrease in consolidated operating income and operating margin compared to the prior year. However, we saw improvement in our financial results and positive trends throughout the latter half of the second quarter and continuing through the third quarter as a result of the continued recovery across our markets and reductions in costs due to expenses associated withactions we took in response to the Merger. During the three months ended September 30, 2019 and 2018, operating loss for Corporate included acquisition and integration expenses of $80.0 million and $8.2 million, respectively. During the nine months ended September 30, 2019 and 2018, operating loss for Corporate included acquisition and integration expenses of $99.5 million and $34.6 million, respectively.pandemic.

Other Income/Expense, Net

Interest and other income increased by $8.1 million and $2.9 million, respectively, to $11.2 million and $20.3 million for the three and nine months ended September 30, 2019,2020 increased by $18.8 million and $14.9 million, respectively, to $30.0 million and $35.3 million, compared to the prior-year periods, primarily due to a gain of $27.3 million recorded in connection with the partial release and conversion of our Visa convertible preferred shares. See "Note 5—Other Assets" in the notes to the accompanying unaudited consolidated financial statements for further discussion of this transaction.

Interest and other expense for the three and nine months ended September 30, 2020 increased by $13.2 million and $37.6 million, respectively, to $83.0 million and $258.5 million, compared to the prior-year periods, as a result of interest earned on the net proceeds from the issuance of the Senior Notes while they wereincrease in escrow.our outstanding borrowings. Interest and other income for the nine months ended September 30, 2018 included a gain of $9.6 million recognized on the reorganization of a debit network association of which we were a member through one of our Canadian subsidiaries.

Interest and other expense increased by $49.8 million and $81.2 million, respectively, for the three and nine months ended September 30, 2019, compared to the prior-year periods. The increases in interest expense for the three and nine months ended September 30, 2019 reflect additional interest expense associated with the increase in our long-term debt, including debt of $3,295.3 million that we assumed in the Merger. Further, in connection with financing activities related to the Merger, we incurredincluded fees and charges of $25.5 million and $28.4 million, which were includedrespectively, incurred in interest expense forconnection with financing activities related to the three and nine months ended September 30, 2019, respectively.Merger. These fees and charges included fees associated with bridge financing and charges for the write-off of unamortized debt issuance costs related to borrowings under our Prior Credit Facility that wasa credit facility extinguished prior to the completion of the Merger.

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Income Tax Expense (Benefit)

Our effective income tax ratesrate for the three months ended September 30, 2020 was 18.0%, and our effective income tax rate for the three months ended September 30, 2019 and 2018 werewas a benefit of 18.7%,. The increase in our effective tax rate for the three months ended September 30, 2020 from the prior-year period is primarily due to the effect of the discrete benefits in the prior year related to the Merger, principally the reduction of our U.S. deferred tax liability resulting from the effects of the Merger on the apportionment of income among states, and a benefitthe effective settlement of 3.4%, respectively.uncertain tax positions. Our effective income tax rates for the nine months ended September 30, 2020 and 2019 were 14.1% and 2018 were 10.1% and 10.4%, respectively. The changesincrease in our effective tax ratesrate for the three and nine months ended September 30, 20192020 from the prior-year periods reflectsperiod is primarily due to the effect ofabove noted prior year discrete items, related topartially offset by an increase in tax credits in the Merger during the three months ended September 30, 2019 and the reduction of our estimated transition tax liability associated with the U.S. Tax Cuts and Jobs Act of 2017 during the three months ended September 30, 2018.current year.

Liquidity and Capital Resources

In the ordinary course of our business, a significant portion of our liquidity comes from operating cash flows and borrowings, including the capacity under our new credit facilities, which are described below.facilities. Cash flow from operating activities is used to make planned capital investments in our business, to pursue acquisitions that meet our corporate objectives, to pay dividends, to pay principal and interest on our outstanding debt and to repurchase shares of our common stock. Accumulated cash balances are invested in high-quality, marketable short-term instruments.

Our capital plan objectives are to support our operational needs and strategic plan for long-term growth while maintaining a low cost of capital. We use a combination of bank financing, such as borrowings under our new credit facilities, and senior note issuances for general corporate purposes and to fund acquisitions. In addition, specialized lines of credit are also used in certain of our markets to fund merchant settlement prior to receipt of funds from the card network.networks.

We believe that our current level of cash and borrowing capacity under our senior unsecured revolving credit facility, together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the foreseeable future. We have implemented measures to preserve liquidity in future periods, taking into account the potential effects of COVID-19, including the reduction of certain operating expenses, including compensation costs, other discretionary expenses and planned capital expenditures. We also temporarily suspended repurchases of our common stock during the second and third quarters. We regularly evaluate our liquidity and capital position relative to cash requirements, and we may elect to raise additional funds in the future through the issuance of debt or equity or by other means.



At September 30, 2019,2020, we had cash and cash equivalents totaling $2,127.6$2,220.8 million. Of this cash and cash equivalent amount, we consider $961.9considered $1,426.1 million to be available for general purposes, of which approximately $26$29.0 million iswas undistributed foreign earnings considered to be indefinitely reinvested outside the United States. The available cash of $961.9$1,426.1 million does did not include the following: (i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) funds held for customers. Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted; however, these funds are generally paid out in satisfaction of settlement processing obligations the following day. Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement. While this cash is not restricted in its use, we believe that designating this cash to collateralizeas a Merchant ReservesReserve strengthens our fiduciary standing with our member sponsors and is in accordance with the guidelines set by the card networks. Funds held for customers and the corresponding liability that we record in customer deposits include amounts collected prior to remittance on our customers' behalf.

Operating activities provided net cash of $1,349.4$1,544.8 million and $661.0$1,349.4 million for the nine months ended September 30, 20192020 and 2018,2019, respectively, which reflect net income adjusted for noncash items, including depreciation and amortization and changes in operating assets and liabilities. Fluctuations in operating assets and liabilities are affected primarily by timing of month-end and transaction volume, especially changes in settlement processing assets and obligations, and by the effects of businesses we acquire that have different working capital requirements.obligations. Changes in settlement processing assets and obligations increased operating cash flows by $155.4 million during the nine months ended September 30, 2020 and increased operating cash flows by $624.0 million during the nine months ended September 30, 2019 and decreased operating cash flows by $58.7 million during the nine months ended September 30, 2018.2019. The increase in cash flows from operating activities from the prior-year periodprior year was primarily due to the effectincrease in earnings after the adjustment for certain noncash items, including amortization of changes in settlement processing assetsacquired intangibles and obligations.depreciation and amortization of property and equipment. Cash flows from operations during the nine months ended September 30, 2019 also reflect the effect of settlement payments of $48.3 million related to interest rate swaps that we terminated upon the issuance of our Senior Notes.senior unsecured notes.
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We used net cash in investing activities of $506.3$395.0 million and $927.5$506.3 million during the nine months ended September 30, 2020 and 2019, and 2018, respectively. Cash used for investing activitiesrespectively, primarily represents cash used to fund acquisitions net of cash acquired, and capital expenditures. During the nine months ended September 30, 2020 and 2019, we used cash of $780.4$77.2 million and $334.4 million, respectively, for acquisitions, including $703.6 million for the repayment of TSYS's unsecured revolving credit facility (including accrued interest and fees) and for cash paid to TSYS shareholders in lieu of fractional shares, which was partially offset by cash acquired of $446.0 million. During the nine months ended September 30, 2018, we used cash of $776.7 million for acquisitions, which was partially offset by cash acquired of $7.7 million.acquisitions.

We made capital expenditures of $201.0$329.4 million and $156.1$201.0 million to purchase property and equipment during the nine months ended September 30, 20192020 and 2018,2019, respectively. These investments include 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 and infrastructureplatforms. We will continue to supportmake significant capital investments in the business, but we will do so at a reduced rate from our growing business. Duringinitial expectations prior to the year ending December 31, 2019, we expect aggregate capital expenditures for property and equipment to approximate $300 million.pandemic.

Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities. Our borrowing arrangements are further described in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with common stock repurchase programs and share-based compensation programs, as well as cash distributions made to noncontrolling interests and our shareholders. Cash flows from financing activities used net cash of $594.6 million during the nine months ended September 30, 2020 and provided net cash of $109.9 million during the nine months ended September 30, 20192019.

Proceeds from long-term debt were $1,868.2 million and used net cash of $49.0$6,704.8 million duringfor the nine months ended September 30, 2018.2020 and 2019, respectively. Repayments of long-term debt were $1,829.6 million and $6,097.2 million for the nine months ended September 30, 2020 and 2019, respectively. Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time-to-time, under our revolving credit facility, as well as scheduled principal repayments we make on our term loans. On May 15, 2020, we issued $1.0 billion in aggregate principle amount of senior unsecured notes. We used the net proceeds from this offering to repay a portion of the outstanding indebtedness on our revolving credit facility and for general corporate purposes.

InFor the nine months ended September 30, 2019, in connection with financing activities associated with the Merger, we received $2,993.9 million of proceeds from the issuance of Senior Notes (defined below)senior unsecured notes and $2,868.0 million from our New Credit Facility (defined in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements).senior unsecured credit facility. We used these proceeds to repay TSYS's unsecured revolving credit facility, to refinance certain of our existing indebtedness, to fund cash payments made in lieu of fractional shares payable in accordance with the terms of the Merger Agreement and to pay transaction fees and costs related to the Merger.

Repayments of long-term debt were $6,097.2 million and $1,468.5 million for the nine months ended September 30, 2019 and 2018, respectively. Repayments of long-term debt consist of repayments that we make with available cash, from time-to-time, under our Revolving Credit Facility, as well as scheduled principal repayments we make on our term loans. During the nine months ended

September 30, 2019, repayments of long-term debt also included $5,127.5 million for the repayment of all outstanding principal under our Prior Credit Facility (defined in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements).

Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the nine months ended September 30, 2020 and 2019, we had net repayments of settlement lines of credit of $144.5$31.1 million and during the nine months ended September 30, 2018, we had net borrowings fromof settlement lines of credit of $49.4$144.5 million, respectively.

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase programs. During the nine months ended September 30, 20192020 and 2018,2019, we used $234.0$421.2 million and $180.9$234.0 million, respectively, to repurchase shares of our common stock. We temporarily suspended repurchases of our common stock during the second and third quarters. As of September 30, 2019,2020, we had $568.0$880.0 million of share repurchase authority remaining under a share repurchase program authorized by the board of directors. Additionally, the board of directors increased our share purchase authorization to $1.25 billion on October 28, 2020.

We paid dividends to our common shareholders in the amounts of $175.0 million and $4.7 million during the nine months ended September 30, 2020 and 2019, respectively.

During the nine months ended September 30, 2019, we paid distributions to noncontrolling interest in the amount of $31.6 million, and we funded assumed dividends payable (declared by TSYS's board of directors prior to consummation of the Merger) to former TSYS shareholders in the amount of $23.2 million. During the nine months ended September 30, 2018, distributions to noncontrolling interests were $5.7 million.

We believe that our current level
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Table of cash and borrowing capacity under our existing credit facilities, together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the foreseeable future.Contents

Long-Term Debt and Lines of Credit

Bridge FacilitySenior Unsecured Notes

We have $7.1 billion in aggregate principal amount of senior unsecured notes, which mature at various dates ranging from April 2021 to August 2049. Interest on the senior notes is payable semi-annually at various dates. Each series of the senior notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture.

On May 27, 2019,15, 2020, we issued $1.0 billion in connection with our entry into the Merger Agreement, we obtained commitments for a $2.75 billion, 364-dayaggregate principal amount of 2.900% senior unsecured bridge facility (the "Bridge Facility"). On July 9, 2019, upon our entry into the Term Loan Facilitynotes due May 2030 and the Unsecured Revolving Credit Facility (eachreceived proceeds of $996.7 million. We incurred debt issuance costs of approximately $8.4 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as defined below), the aggregate commitments under the Bridge Facility were reduced to approximately $2.1 billion. Concurrently with the issuancea reduction of the Senior Notes (as defined below),related carrying amount of the remaining aggregate commitments under the Bridge Facility were reduced to zero and terminated. During the nine months endednotes in our consolidated balance sheet at September 30, 2019, we paid fees2020. Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of $11.7 millioneach year, commencing November 15, 2020. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from the offering to repay a portion of the outstanding indebtedness on our revolving credit facility and for the Bridge Facility.general corporate purposes.

NewSenior Unsecured Credit Facilities

On July 9, 2019, we entered intoWe have a term loan credit agreement ("Term Loan Credit Agreement") and a revolving credit agreement ("Unsecured Revolving Credit Agreement") in each case with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents. The Term Loan Credit Agreement provides for a senior unsecured $2.0$2 billion term loan facility ("Term Loan Facility").facility. The Unsecured Revolving Credit Agreement provides for a senior unsecured $3.0$3 billion revolving credit facility ("Unsecured Revolving Credit Facility," together with the Term Loan Facility, the "New Facilities").

facility. Borrowings under the Term Loan Facilityterm loan facility were made in U.S. dollars and borrowings under the Unsecured Revolving Credit Facilityrevolving credit facility are available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to certainspecific conditions, certain other currencies at our option. Borrowings in U.S. dollars and certain other London Interbank Offered Rate ("LIBOR")-quoted currencies will bear interest, at our option, at a rate equal to either (1) the rate (adjusted for any statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits in the London interbank market, (2) a floating rate of interest set forth on the applicable LIBOR screen page designated by Bank of America, N.A., or (3) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as publicly announced by Bank of America, N.A., as its "prime rate" or (c) LIBOR plus 1.0%, in each case, plus an applicable margin. As of September 30, 2020, borrowings outstanding under the term loan facility were $2.0 billion and there were no borrowings outstanding under the revolving credit facility.

We continue to monitor developments related to the anticipated transition from LIBOR to an alternative benchmark reference rate, such as the Secured Overnight Financing Rate ("SOFR"), beginning January 1, 2022. Additionally, we maintain contact with our lenders and other stakeholders to evaluate the potential effects of these changes on our future financing activities.

As of September 30, 2019,2020, the interest ratesrate on the Term Loan Facility and the Unsecured Revolving Credit Facility were 3.42% and 3.33%, respectively.term loan facility was 1.52%. In addition, we are required to pay a quarterly commitment fee with respect to the unused portion of the Unsecured Revolving Credit Facilityrevolving credit facility at an applicable rate per annum ranging from 0.125% to 0.300% depending on our credit rating. Beginning on December 31, 2022, and at the end of each quarter thereafter, the Term Loan Facility must be repaid in quarterly

installments in the amount of 2.50% of original principal through the maturity date with the remaining principal balance due upon maturity in September 2024. The Unsecured Revolving Credit Agreementrevolving credit facility also matures in September 2024.

We may issue standby letters of credit of up to $250 million in the aggregate under the Unsecured Revolving Credit Facility.revolving credit facility. Outstanding letters of credit under the Unsecured Revolving Credit Facilityrevolving credit facility reduce the amount of borrowings available to us. The amounts available to borrow under the revolving credit facility are also determined by a financial leverage covenant. As of September 30, 2020, the total available commitments under the Unsecured Revolving Credit Facility at September 30, 2019revolving credit facility were $2,198.8 million.

Senior Notes
On August 14, 2019, we completed the public offering$2.1 billion, and issuance of $3.0 billion aggregate principal amount of senior unsecured notes, consisting of the following: (i) $1.0 billion aggregate principal amount of 2.650% senior notes due 2025; (ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029; and (iii) $750 million aggregate principal amount of 4.150% senior notes due 2049 (collectively, the "Senior Notes"). Interest on the Senior Notes is payable semi-annually in arrears on each February 15 and August 15, beginning on February 15, 2020. Each series of the Senior Notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture.

From August 14, 2019 to the closing date of the Merger, the net proceeds from the issuance of the Senior Notesthere were held in escrow. Upon closing, the funds were released and used together withno outstanding borrowings under the Term Loan Facility and the Unsecured Revolving Credit Facility and cash on hand to repay TSYS's unsecured revolving credit facility, to refinance certainfacility.

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Table of our existing indebtedness, to fund cash payments made in lieu of fractional shares payable in accordance with the terms of the Merger Agreement and to pay transaction fees and costs related to the Merger.


Prior Credit Facility

Prior to completion of the Merger, we were party to a credit facility agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents (as amended from time to time, the "Prior Credit Facility"). The Prior Credit Facility provided for secured financing comprised of (i) a $1.5 billion revolving credit facility; (ii) a $1.5 billion term loan; (iii) a $1.37 billion term loan; (iv) a $1.14 billion term loan; and (v) a $500 million term loan. Upon the consummation of the Merger, all borrowings outstanding and other amounts due under the Prior Credit Facility were repaid with proceeds from the New Facilities and the Prior Credit Facility was terminated.

Compliance with Covenants

The Term Loan Credit Agreement containssenior unsecured term loan and revolving credit facility contain customary conditions to funding, affirmative covenants, negative covenants, financial covenants and events of default. The Unsecured Revolving Credit Facility Agreement contains customary conditions to funding, affirmative covenants, negative covenants and events of default. As of September 30, 2019,2020, financial covenants under the Term Loan Credit Agreementterm loan facility required a leverage ratio of 3.50 to 1.00 and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all applicable covenants as of September 30, 2019.2020.

Settlement Lines of Credit

In various markets where we do business, we have specialized lines of credit, whichthat are restricted for use in funding settlement. The settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding linelines of

credit may exceed the stated credit limit. As of September 30, 2019 and December 31, 2018,2020, a total of $72.1$58.5 million and $70.6 million, respectively, of cash on deposit was used to determine the available credit.

As of September 30, 20192020 and December 31, 2018, respectively,2019, we had $547.6$439.4 million and $700.5$463.2 million, respectively, outstanding under these lines of credit with additional capacity to fund settlement of $871.9$1,387.3 million as of September 30, 2019. The weighted-average interest rate on these borrowings was 3.34% and 2.97% at September 30, 2019 and December 31, 2018, respectively.2020. During the three months ended September 30, 2019,2020, the maximum and average outstanding balances under these lines of credit were $699.0$560.7 million and $426.6$324.6 million, respectively. The weighted-average interest rate on these borrowings was 2.05% and 3.16% at September 30, 2020 and December 31, 2019, respectively.

See "Note 5—Leases" and "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements for further information about our borrowing agreements and our lease liabilities.agreements.

Commitments and Contractual Obligations

As a result ofDuring the Merger and the related financing activities,nine months ended September 30, 2020, our commitments and contractual obligations increased from the amounts disclosed in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations—CommitmentsOperations-Commitments and Contractual Obligations" in our Annual Report on Form 10-K for the year ended December 31, 2018. As2019. The increase primarily relates to the acquisition of software, technology infrastructure and related services. Additionally, a portion of this amount, $97.6 million, was financed utilizing a two-year vendor financing arrangement. Our estimated purchase obligations as of September 30, 2019,2020 were $88.7 million during the remainder of 2020, $244.5 million during 2021, $279.2 million during 2022 and 2023, $177.2 million during 2024 and 2025 and $527.4 million thereafter.

Effects of the COVID-19 Pandemic on our Critical Accounting Policies

Because of the effects of the COVID-19 pandemic on our business, we had long-term debt (including finance lease liabilities) of $9,021.1 million and operating lease liabilities of $501.4 million. See "Note 5—Leases" and "Note 6—Long-Term Debt and Lines of Credit" inevaluated the notes to the accompanying unaudited consolidatedpotential effects on our financial statements as of September 30, 2020 and for further information about our borrowing agreementsthe three and nine months then ended. However, the future magnitude and duration of the ultimate effect of the COVID-19 pandemic are not possible to predict at this time, and our lease liabilities,assessments are therefore subject to material revision.

Goodwill - We considered a variety of factors that might indicate that it is more likely than not that the fair value of any reporting unit is below its carrying amount at September 30, 2020, including maturity schedules. Additionally,general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, our share price and other relevant events. For certain of our reporting units that were acquired in connection with the Merger, we also assumed purchase commitmentsconsidered the expected near term impact of approximately $93 million, which include future payments for noncancelable contractual obligations related to service arrangements with suppliers for fixed or minimum amounts. Payments for the assumed purchase commitments due duringCOVID-19 pandemic on revenues and our cost mitigation efforts, as well as longer term performance expectations. Based on the remainderanalyses completed, we believe it is not more likely than not that the carrying amount of 2019 are approximately $12 million and purchase commitments due in 2020, 2021, 2022, 2023, 2024 and thereafter are approximately $32 million, $14 million, $9 million, $6 million, $5 million and $15 million, respectively.any of our reporting units exceeded the fair value as of September 30, 2020.

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Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, revenues, results of operations, liquidity, capital expenditures or capital resources.

Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that may affect our current and/or future financial statements. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying unaudited consolidated financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Forward-Looking Statements

Investors are cautioned that some of the statements we use in this report contain forward-looking statements and are made pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of and assumptions made by our management, involve a number of risks, and uncertainties and depend uponassumptions that could significantly affect the financial condition, results of operations, business plans and the future events or conditions.performance of Global Payments. Actual events or results might differ materially from those expressed or forecasted in these forward-looking statements. Accordingly, we cannot guarantee you that our plans and expectations will be achieved. SuchExamples of forward-looking statements may include, but are not limited to, statements aboutwe make regarding the effects of the COVID-19 pandemic on our business, including estimates of the effects of the pandemic on our revenues, financial operating results and liquidity, the effects of actions taken by us in response to the pandemic, the anticipated benefits of the Merger, including our future financial and operating results, the combined company’s plans, objectives, expectations and intentions, our expected financial and operating results, projected future growth of business, or completion of anticipated benefits of strategic initiatives, and other statements that are not historical facts. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

ImportantIn addition to factors previously disclosed in Global Payments’ reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, that may otherwisecould cause actual events or results to differ materially from those anticipated by such forward-looking statements include failure to realizeor historical performance: the expected benefitseffects and duration of global economic, political, market, health and social events or other conditions, including the effects and duration of the MergerCOVID-19 pandemic; regulatory measures or difficulties integratingvoluntary actions, including social distancing, shelter-in-place orders, operating restrictions on nonessential businesses and similar measures imposed or undertaken in an effort to combat the businessspread of the combined company,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 Global Payments or its or TSYS’ current or former directors; difficulties, delays and higher than anticipated costs related to integrating the businesses of Global Payments and TSYS, including with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; failing to fully realize anticipated cost savings and other anticipated benefits of the Merger when expected or at all; business disruptions or the risk of customer loss related tofrom the Merger or integration that may harm our abilitybusiness, including current plans and operations; failing to safeguard our data; increased competition from larger companies and non-traditional competitors, our ability to update our servicescomply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in a timely manner; ourthose requirements; the ability to maintain Visa and MasterCardMastercard registration and financial institution sponsorship; our reliance on financial institutionsthe ability to provide clearing servicesretain and hire key personnel; the diversion of management’s attention from ongoing business operations; the continued availability of capital and financing following the Merger; the business, economic and political conditions in 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;the markets in which we operate; increased attrition of merchants, referral partners or independent sales organizations;competition in the markets in which we operate and our ability to increase our market share ofin existing markets and expand into new markets; 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;our ability to safeguard our data; risks associated with our indebtedness, foreign currency exchange and interest rate risks; political, economic and regulatorythe effects of new or changes in the foreign countries in which we operate; future performance, integrationcurrent laws, regulations, credit card association rules or other industry standards, including privacy and conversioncybersecurity laws and regulations; and events beyond our control, such as acts of acquired operations, including without limitation difficulties and delays in integrating or fully realizing cost savingsterrorism, and other benefits of our acquisitions at all or withinfactors included in the expected time period; fully realizing anticipated annual interest expense savings from refinancing our credit Facilities; our loss of key personnel and other risk factors presented“Risk Factors” in "Part II, Item 1A - Risk Factors" of this Form 10-Q and "Part I, Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 20182019, and anyin other documents that we file with the SEC, filings, which we advise you to review.

Ourare available at http://www.sec.gov. Any forward-looking statements speak only as of the date of this communication or as of the date they arewere made, and should not be relied upon as representing our plans and expectations as of any subsequent date. While we may electundertake no obligation to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to our forward-looking statements, except as required by law.

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ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of debt we assumed in the Merger and the financing activities we completed during the quarter ended September 30, 2019, including the issuance of Senior Notes, a larger portion of our debt as of September 30, 2019 had fixed interest rates as compared to our debt at December 31, 2018. As a result, and considering the interest rate swap agreements we have to hedge changes in cash flows attributable to interest rate risk on our variable-rate debt instruments, our exposure to interest rate risk has decreased since December 31, 2018. Based on balances outstanding at September 30, 2019, a hypothetical increase of 50 basis points in applicable interest rates as of September 30, 2019 would increase our annual interest expense by approximately $6.0 million and increase our annual interest income by approximately $4.6 million.

In addition, as a result of the Merger and other recent acquisitions we have made in the United States, a smaller portion of our business was conducted in foreign currencies during the three and nine months ended September 30, 2019 as compared to the prior year periods. For the three and nine months ended September 30, 2019, currency exchange rate fluctuations reduced our consolidated revenues by $11.8 million and $50.8 million, respectively, compared to the prior year, calculated by converting revenues for the current period in local currencies using exchange rates for the prior-year period.

For a further discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

ITEM 4—CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 2019,2020, 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, as amended). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2019,2020, 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. 


Changes in Internal Control over Financial Reporting
We completedDuring the quarter ended September 30, 2020, as part of our merger withongoing integration activities following the Merger, we continued to apply our controls and procedures to the acquired operations of TSYS on September 18, 2019. In accordance withand to augment our integration efforts, we plancompany-wide controls to incorporate TSYS's operations into our internal control over financial reporting program withinaddress the time provided by the applicable rules and regulationsrisks inherent in a business combination of the U.S. Securities and Exchange Commission.this magnitude.


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PART II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows. See "Note 13—Commitments and Contingencies" in the notes to the accompanying unaudited consolidated financial statements for information about certain legal matters.

ITEM 1A—RISK FACTORS

On September 18, 2019, we completed the Merger with TSYS, pursuantThe following represent material changes to the Merger Agreement that we entered into with TSYS on May 27, 2019. We face a number of risks and uncertainties relating to the Merger. Because of these risks, we have supplemented the risk factors previously disclosedincluded in our Annual Report on Form 10-K for the year ended December 31, 2018,2019. The risks factors set forth below update, and should be read together with, the risk factors in our Form 10-K for the year ended December 31, 2019 and our Form 10-Q for the quarters ended June 30, 2020 and March 31, 2020.

Our business has been and will likely continue to addbe negatively affected by the following risk factors:COVID-19 outbreak.

The outbreak of COVID-19 in many countries and regions, including the United States, Europe and Asia-Pacific, which was declared a pandemic by the World Health Organization on March 11, 2020, continues to adversely affect global commercial activity and has contributed to significant volatility in the financial markets. We have experienced significant revenue declines related to COVID-19 due to a reduction in consumer spending and closures of certain of our merchant customer businesses throughout North America, Europe and Asia Pacific. We expect that the negative effects of the COVID-19 pandemic on our financial results will continue until economic conditions improve.

We expectmay also experience financial losses due to incur substantial costsa number of operational factors, including but not limited to:

Third-party disruptions, including potential outages at network providers, call centers and other suppliers;
Increased cyber and payment fraud risk related to COVID-19, as cybercriminals attempt to profit from the Mergerdisruption, given increased online banking, e-commerce and integration.other online activity; and
We have incurredChallenges to the availability and expectreliability of our solutions and services due to incurchanges to operations, including the possibility of one or more clusters of COVID-19 cases occurring at our facilities, affecting our employees or affecting the systems or employees of our clients or other third parties on which we depend.

These factors may remain prevalent for a significant amountperiod of nonrecurring costs associated withtime and may continue to adversely affect our business, results of operations and financial condition even after the Merger. These costs includeCOVID-19 pandemic has subsided. The full effects of the COVID-19 pandemic on our business, results of operations, financial advisory, legal, accounting, consultingcondition and cash flows will depend on future developments, which are highly uncertain and are difficult to predict at this time, including, but not limited to, the duration and spread of the pandemic, its severity, the restrictive actions taken to contain the virus or treat its effects, its effects on our customers and how quickly and to what extent normal economic conditions, operations and demand for our services can resume. The current outbreak or continued spread of COVID-19 has caused an economic slowdown and recession in the United States and other advisory fees, severance/employee benefit-related costs, public company filing feesmarkets in which we operate, and other regulatory fees, printing costs and other related costs.

We expect to incur substantial costs in connection with the related integration. 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 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 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. If we are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the Merger could be less than anticipated.

Until the completion of the Merger, we operated independently of TSYS. Itit is possible that it could cause a global recession. It may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the integration process could result interms of any such financing. Accordingly, the loss of key employees,ultimate effects on our operations, financial condition and cash flows cannot be determined at this time. Nevertheless, despite the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, commercial counterparties and employees or to achieve the anticipated benefits and cost savingsuncertainty of the Merger. Integration efforts may also divert management attention and resources. These integration matters couldCOVID-19 situation, we expect that the COVID-19 pandemic will have an adverse effect on usour revenues and financial results for an undetermined period after completionthe remainder of 2020.

Furthermore, the Merger.

Our future results may suffer if we do not effectively manageCOVID-19 pandemic and the resulting adverse and unpredictable economic conditions are likely to implicate or exacerbate other risks identified in our expanded operations.
FollowingAnnual Report on Form 10-K for the completion of the Merger, the size ofyear ended December 31, 2019, which in turn could materially adversely affect our business, increased significantly. Our future success will depend, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoringfinancial condition, results of new operations and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a resultliquidity.

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Table of the significant increase in the size of its business. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Merger.Contents


We may be unable to retain our personnel successfully.
The success of the Merger will depend in part on our ability to retain the talents and dedication of key employees. It is possible that these employees may decide not to remain with us. If key employees terminate their employment, our business activities may be adversely affected and management’s attention may be diverted from successfully integrating the businesses to hiring suitable replacements, all of which may cause our business to suffer. In addition, we may not be able to locate or retain suitable replacements for any key employees who leave.

Holders of our common stock before the Merger have a reduced ownership percentage and voting interest in us after the Merger and may exercise less influence over management.
Holders of our common stock have the right to vote in the election of the board of directors and on other matters affecting us. Upon completion of the Merger, the former holders of TSYS common stock owned approximately forty-eight percent (48%) of our fully diluted shares and holders of our common stock prior to the completion of the Merger, as a group, owned approximately fifty-two percent (52%) of our fully diluted shares. Because of this, holders of our common stock who owned shares of our common stock prior to the completion of the Merger may have less influence on our management and policies than they had prior to the completion of the Merger.

Issuance of shares of our common stock in connection with the Merger may adversely affect the market price of our common stock.
In connection with the payment of the Merger consideration, we issued approximately 143.9 million shares of our common stock to TSYS shareholders. The issuance of these new shares of our common stock may result in fluctuations in the market price our common stock, including a stock price decrease.

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Information about the shares of our common stock that we repurchased during the quarter ended September 30, 20192020 is set forth below:
Period
Total Number of
Shares Purchased
(1)
 Average Price Paid per Share Total Number of
Shares Purchased as Part of
Publicly Announced
Plans or Programs
 
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May Yet Be Purchased Under
the Plans or
Programs
(2)
       (in millions)
July 201946,869
 $171.40
 
 $568.0
August 20191,437
 165.63
 
 568.0
September 2019131,243
 162.39
 
 568.0
Total179,549
 $164.77
 
 $568.0
Period
Total Number of
Shares Purchased (1)
Average Price Paid per ShareTotal Number of
Shares Purchased as Part of
Publicly Announced
Plans or Programs
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May Yet Be Purchased Under
the Plans or
Programs (2)
(in millions)
July 1-31, 20204,547 $169.51 — $880.0 
August 1-31, 2020872 175.55 — 880.0 
September 1-30, 20201,061 172.50 — 880.0 
Total6,480 $170.81 — $880.0 
 
(1)
(1)Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions. During the quarter ended September 30, 2020, pursuant to our employee incentive plans, we withheld 6,480 shares, at an average price per share of $170.81 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

(2)On October 28, 2020, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $1.25 billion. As of September 30, 2020, the amount that may yet be purchased under our share repurchase program was $880.0 million. The board authorization does not expire, but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.

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Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions. During the quarter ended September 30, 2019, pursuant to our employee incentive plans, we withheld 97,458 shares, at an average price per share of $165.12 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock. In September 2019, in connection with the Merger and the vesting of the Single-Trigger Awards, we withheld 82,091 shares, at an average price per share of $164.35, in order to satisfy tax withholding and payment obligations.

(2)
On February 13, 2019, we announced that our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $750 million. As of September 30, 2019, the approximate dollar value of shares that may yet be purchased under our share repurchase program was $568.0 million. The board authorization does not expire, but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.


ITEM 6—EXHIBITS

List of Exhibits
2.13.1
3.1
3.2
4.1
4.23.3
4.3
4.4Form of Notes (included in Exhibit 4.2).
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8
10.9

10.10
10.11
10.12
10.13
10.14
31.1*
31.2*
32.1*
101*
The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019,2020, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; and (vi) the Notes to Unaudited Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
______________________
*Filed herewith.
++Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Global Payments Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Global Payments Inc.
(Registrant)
Global Payments Inc.
(Registrant)
Date: October 31, 201929, 2020/s/ Paul M. Todd
Paul M. Todd
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)






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