GLOBAL PAYMENTS INC 10-Q

ITEM 1—FINANCIAL STATEMENTS GLOBAL PAYMENTS INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Three Months Ended September 30, 2020 September 30, 2019 Revenues $ 1,917,815 $ 1,105,941 Operating expenses: Cost of service 900,921 427,720 Selling, general and administrative 726,475 504,184 1,627,396 931,904 Operating income 290,419 174,037 Interest and other income 29,983 11,232 Interest and other expense ( 82,976 ) ( 96,161 ) ( 52,993 ) ( 84,929 ) Income before income taxes and equity in income of equity method investments 237,426 89,108 Income tax (expense) benefit ( 42,834 ) 16,623 Income before equity in income of equity method investments 194,592 105,731 Equity in income of equity method investments, net of tax 35,638 — Net income 230,230 105,731 Net income attributable to noncontrolling interests, net of tax ( 9,259 ) ( 10,687 ) Net income attributable to Global Payments $ 220,971 $ 95,044 Earnings per share attributable to Global Payments: Basic earnings per share $ 0.74 $ 0.54 Diluted earnings per share $ 0.74 $ 0.54 See Notes to Unaudited Consolidated Financial Statements. 3 Table of Contents GLOBAL PAYMENTS INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Nine Months Ended September 30, 2020 September 30, 2019 Revenues $ 5,493,365 $ 2,924,131 Operating expenses: Cost of service 2,728,532 1,035,225 Selling, general and administrative 2,122,862 1,293,651 4,851,394 2,328,876 Operating income 641,971 595,255 Interest and other income 35,277 20,342 Interest and other expense ( 258,475 ) ( 220,858 ) ( 223,198 ) ( 200,516 ) Income before income taxes and equity in income of equity method investments 418,773 394,739 Income tax expense ( 59,173 ) ( 39,765 ) Income before equity in income of equity method investments 359,600 354,974 Equity in income of equity method investments, net of tax 60,682 — Net income 420,282 354,974 Net income attributable to noncontrolling interests, net of tax ( 18,406 ) ( 27,132 ) Net income attributable to Global Payments $ 401,876 $ 327,842 Earnings per share attributable to Global Payments: Basic earnings per share $ 1.34 $ 2.00 Diluted earnings per share $ 1.34 $ 2.00 See Notes to Unaudited Consolidated Financial Statements. 4 Table of Contents GLOBAL PAYMENTS INC. UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Three Months Ended September 30, 2020 September 30, 2019 Net income $ 230,230 $ 105,731 Other comprehensive income (loss): Foreign currency translation adjustments 110,809 ( 67,279 ) Income tax benefit related to foreign currency translation adjustments — 144 Net unrealized gains (losses) on hedging activities 194 ( 40,265 ) Reclassification of net unrealized losses on hedging activities to interest expense 11,133 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 income 346,223 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, 2020 September 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 adjustments 1,160 1,695 Net unrealized losses on hedging activities ( 53,332 ) ( 96,997 ) Reclassification of net unrealized losses (gains) on hedging activities to interest expense 25,786 ( 1,530 ) Income tax benefit related to hedging activities 6,677 23,800 Other, net of tax ( 3,288 ) 165 Other comprehensive loss ( 33,841 ) ( 127,244 ) Comprehensive income 386,441 227,730 Comprehensive income attributable to noncontrolling interests ( 25,898 ) ( 17,780 ) Comprehensive income attributable to Global Payments $ 360,543 $ 209,950 See Notes to Unaudited Consolidated Financial Statements. 5 Table of Contents GLOBAL PAYMENTS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) September 30, 2020 December 31, 2019 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,220,822 $ 1,678,273 Accounts receivable, net 822,033 895,232 Settlement processing assets 1,385,308 1,353,778 Prepaid expenses and other current assets 540,487 439,165 Total current assets 4,968,650 4,366,448 Goodwill 23,745,340 23,759,740 Other intangible assets, net 12,251,680 13,154,655 Property and equipment, net 1,526,178 1,382,802 Deferred income taxes 6,822 6,292 Other noncurrent assets 2,051,112 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 debt 831,500 35,137 Accounts payable and accrued liabilities 1,696,048 1,822,166 Settlement processing obligations 1,448,335 1,258,806 Total current liabilities 4,415,254 3,579,346 Long-term debt 8,436,962 9,090,364 Deferred income taxes 2,966,020 3,145,641 Other noncurrent liabilities 767,704 609,822 Total liabilities 16,585,940 16,425,173 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, 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 capital 25,620,599 25,833,307 Retained earnings 2,476,962 2,333,011 Accumulated other comprehensive loss ( 351,904 ) ( 310,571 ) Total Global Payments shareholders’ equity 27,745,657 27,855,747 Noncontrolling interests 218,185 199,242 Total equity 27,963,842 28,054,989 Total liabilities and equity $ 44,549,782 $ 44,480,162 See Notes to Unaudited Consolidated Financial Statements. 6 Table of Contents GLOBAL PAYMENTS INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2020 September 30, 2019 Cash flows from operating activities: Net income $ 420,282 $ 354,974 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 265,738 132,043 Amortization of acquired intangibles 941,654 345,455 Amortization of capitalized contract costs 57,888 47,778 Share-based compensation expense 105,081 55,791 Provision for operating losses and bad debts 98,967 34,877 Noncash lease expense 73,493 29,135 Deferred income taxes ( 118,466 ) ( 42,990 ) Equity in income of equity investments, net of tax ( 60,682 ) — Other, net ( 13,584 ) ( 22,469 ) Changes in operating assets and liabilities, net of the effects of business combinations: Accounts receivable 23,352 ( 80,709 ) Settlement processing assets and obligations, net 155,385 623,985 Prepaid expenses and other assets ( 240,804 ) ( 148,421 ) Accounts payable and other liabilities ( 163,544 ) 19,940 Net cash provided by operating activities 1,544,760 1,349,389 Cash flows from investing activities: Acquisitions, net of cash acquired ( 77,180 ) ( 334,383 ) Capital expenditures ( 329,413 ) ( 201,017 ) Other, net 11,575 29,112 Net cash used in investing activities ( 395,018 ) ( 506,288 ) Cash flows from financing activities: Net repayments of settlement lines of credit ( 31,069 ) ( 144,473 ) Proceeds from long-term debt 1,868,199 6,704,838 Repayments of long-term debt ( 1,829,637 ) ( 6,097,229 ) Payments of debt issuance costs ( 8,075 ) ( 32,637 ) Repurchases of common stock ( 421,162 ) ( 233,995 ) Proceeds from stock issued under share-based compensation plans 51,055 22,008 Common stock repurchased - share-based compensation plans ( 41,966 ) ( 49,037 ) Distributions to noncontrolling interests ( 6,955 ) ( 31,632 ) Preacquisition dividends paid to former TSYS shareholders — ( 23,240 ) Dividends paid ( 175,025 ) ( 4,727 ) Net cash (used in) provided by financing activities ( 594,635 ) 109,876 Effect of exchange rate changes on cash ( 12,558 ) ( 36,239 ) Increase in cash and cash equivalents 542,549 916,738 Cash and cash equivalents, beginning of the period 1,678,273 1,210,878 Cash and cash equivalents, end of the period $ 2,220,822 $ 2,127,616 See Notes to Unaudited Consolidated Financial Statements. 7 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 Loss Total Global Payments Shareholders’ Equity Noncontrolling Interests Total Equity Balance at June 30, 2020 299,244 $ 25,570,582 $ 2,314,423 $ ( 459,146 ) $ 27,425,859 $ 207,130 $ 27,632,989 Net income 220,971 220,971 9,259 230,230 Other comprehensive income 107,242 107,242 8,751 115,993 Stock issued under share-based compensation plans 50 8,423 8,423 8,423 Common stock repurchased - share-based compensation plans ( 7 ) ( 682 ) ( 682 ) ( 682 ) Share-based compensation expense 42,276 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, 2020 299,287 $ 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 June 30, 2019 156,675 $ 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 Other comprehensive loss ( 88,161 ) ( 88,161 ) ( 8,720 ) ( 96,881 ) Stock issued under share-based compensation plans 141 9,057 9,057 9,057 Common stock repurchased - share-based compensation plans ( 180 ) ( 29,584 ) ( 29,584 ) ( 29,584 ) Share-based compensation expense 27,877 27,877 27,877 Issuance of common stock in connection with a business combination 143,909 23,771,389 23,771,389 23,771,389 Distributions to noncontrolling interest — ( 5,395 ) ( 5,395 ) Cash dividends declared ($ 0.01 per share) ( 1,592 ) ( 1,592 ) ( 1,592 ) Balance at September 30, 2019 300,545 $ 25,904,804 $ 2,297,897 $ ( 428,067 ) $ 27,774,634 $ 181,084 $ 27,955,718 See Notes to Unaudited Consolidated Financial Statements. 8 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 Loss Total Global Payments Shareholders’ Equity Noncontrolling Interests Total Equity Balance at December 31, 2019 300,226 $ 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 income 401,876 401,876 18,406 420,282 Other comprehensive (loss) income ( 41,333 ) ( 41,333 ) 7,492 ( 33,841 ) Stock issued under share-based compensation plans 1,495 51,055 51,055 51,055 Common stock repurchased - share-based compensation plans ( 339 ) ( 42,403 ) ( 42,403 ) ( 42,403 ) Share-based compensation expense 105,081 105,081 105,081 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, 2020 299,287 $ 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, 2018 157,962 $ 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 plans 750 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 combination 143,909 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, 2019 300,545 $ 25,904,804 $ 2,297,897 $ ( 428,067 ) $ 27,774,634 $ 181,084 $ 27,955,718 See Notes to Unaudited Consolidated Financial Statements. 9 Table of Contents 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 three 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. 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, 2019 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 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, 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. 10 Table of Contents Recently adopted accounting pronouncements Accounting Standards Update ("ASU") 2018-15 — In August 2018, the Financial Accounting Standards Board ("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 following the internal-use software capitalization criteria within Accounting Standards Codification ("ASC") Subtopic 350-40. We adopted ASU 2018-15 on January 1, 2020, applying the guidance prospectively to all implementation costs incurred on or after the date of adoption. The adoption of this standard did 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 will continue to do so pursuant to the clarifications provided in the new guidance. We amortize capitalized implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement. ASU 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 changed how we measure and recognize credit impairment for certain financial instruments measured at amortized cost. Under the current expected credit losses model 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 each pool of financial assets with similar risk characteristics. We have exposure to credit losses for financial assets such as accounts receivable, certain settlement processing assets, check 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 recorded when received as a direct credit to the credit loss expense in the consolidated statements of income. Prior to the adoption of ASU 2016-13, credit losses on these financial instruments were recognized when an occurrence was deemed to be probable. Recently issued pronouncements not yet adopted ASU 2019-12 — In 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 to 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 annual and interim periods beginning after December 15, 2020, with early adoption permitted in any interim period. We are evaluating the effect of ASU 2019-12 on our consolidated financial statements. Based upon the analysis performed to date, we do not believe the adoption of ASU 2019-12 will have a material effect on our consolidated financial statements. 11 Table of Contents ASU 2020-04 — In 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 update apply only to contracts, hedging relationships, and other 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 hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the hedging 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 consolidated financial statements. NOTE 2— ACQUISITIONS Total 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 combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows: Provisional Amounts at December 31, 2019 Measurement-Period Adjustments Final Amounts at September 30, 2020 (in thousands) Cash and cash equivalents $ 446,009 $ — $ 446,009 Accounts receivable 442,848 ( 2,660 ) 440,188 Identified intangible assets 10,980,000 978 10,980,978 Property and equipment 644,084 ( 978 ) 643,106 Other assets 1,474,825 ( 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 assets 7,076,100 39,684 7,115,784 Goodwill 17,398,853 ( 39,684 ) 17,359,169 Total purchase consideration $ 24,474,953 $ — $ 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, 2020, goodwill arising from the acquisition of $ 17.4 billion was included in our reportable segments as follows: $ 7.1 billion in the Merchant Solutions segment, $ 7.9 billion in the Issuer Solutions segment and $ 2.4 billion in the 12 Table of 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. Substantially all of the goodwill from this acquisition is not deductible for income tax purposes. The following unaudited pro forma information shows the results of our operations for the three and nine months ended September 30, 2019 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. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Actual Pro Forma Actual Pro 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 For the three and nine months ended September 30, 2020, 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 share-based compensation expense. During the nine months ended September 30, 2020, we recognized charges for employee termination benefits of $ 49.8 million, which included $ 6.1 million of share-based compensation expense. As of September 30, 2020, the cumulative 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 Merger-related integration activities continue over the next 12 months. 13 Table of Contents NOTE 3— REVENUES The following tables present a disaggregation of our revenues 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 Europe 154,262 113,907 — — 268,169 Asia Pacific 50,660 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 Europe 159,592 20,321 — — 179,913 Asia Pacific 58,692 216 — ( 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 Europe 392,721 327,532 — — 720,253 Asia Pacific 141,592 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 Europe 452,317 30,814 — — 483,131 Asia Pacific 179,323 216 — ( 216 ) 179,323 $ 2,812,640 $ 86,122 $ 27,896 $ ( 2,527 ) $ 2,924,131 14 Table of Contents The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (in thousands) Relationship-led $ 709,749 $ 538,112 $ 1,934,265 $ 1,499,393 Technology-enabled 534,212 466,831 1,526,520 1,313,247 $ 1,243,961 $ 1,004,943 $ 3,460,785 $ 2,812,640 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, 2020 and 2019, substantially all of our revenues were recognized over time. Supplemental balance sheet information related to contracts from customers as of September 30, 2020 and December 31, 2019 was as follows: Balance Sheet Location September 30, 2020 December 31, 2019 (in thousands) Assets: Capitalized costs to obtain customer contracts, net Other noncurrent assets $ 243,489 $ 226,945 Capitalized costs to fulfill customer contracts, net Other 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 Net contract assets were not material at September 30, 2020 or at December 31, 2019. Revenue recognized for the three months ended September 30, 2020 and 2019 from contract liability balances at the beginning of each period was $ 69.7 million and $ 52.0 million. Revenue recognized for the nine months ended September 30, 2020 and 2019 from contract liability balances at the beginning of each period was $ 195.3 million and $ 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 September 30, 2020. However, as permitted, 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 (in thousands): 15 Table of Contents Year ending December 31, 2020 $ 251,524 2021 879,620 2022 688,039 2023 479,540 2024 308,718 2025 225,624 2026 and thereafter 456,896 Total $ 3,289,960 NOTE 4— GOODWILL AND OTHER INTANGIBLE ASSETS As of September 30, 2020 and December 31, 2019, goodwill and other intangible assets consisted of the following: September 30, 2020 December 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 technologies 2,743,679 2,732,218 Contract-based intangible assets 1,976,577 1,974,429 Trademarks and trade names 1,238,495 1,239,471 15,189,894 15,184,846 Less accumulated amortization: Customer-related intangible assets 1,729,192 1,225,785 Acquired technologies 852,219 576,928 Contract-based intangible assets 109,833 82,225 Trademarks and trade names 246,970 145,253 2,938,214 2,030,191 $ 12,251,680 $ 13,154,655 The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 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 acquired 23,000 — — 23,000 Effect of foreign currency translation 4,264 ( 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 There were no accumulated impairment losses for goodwill as of September 30, 2020 or December 31, 2019. 16 Table of Contents NOTE 5 - OTHER ASSETS Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe"). On June 21, 2016, Visa Inc. ("Visa") acquired all of the membership interests in Visa Europe and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa. We assigned the preferred shares received a value of zero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors. Based on the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be adjusted down such that the number of Visa common shares we receive could be as low as zero . The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation 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 Series B and C convertible preferred shares were converted by Visa. We recognized a gain of $ 27.3 million reported in interest and other income in our consolidated statements of income for the three and nine months ended September 30, 2020 based on the fair value of the shares received. The shares were recorded at fair value within prepaid expenses and other current assets in our consolidated balance sheet at September 30, 2020, and subsequently sold in October. As of September 30, 2020, the remaining Series B and C convertible preferred shares continue to be carried at an assigned value of zero based on the aforementioned factors. 17 Table of Contents NOTE 6— LONG-TERM DEBT AND LINES OF CREDIT As of September 30, 2020 and December 31, 2019, long-term debt consisted of the following: September 30, 2020 December 31, 2019 (in thousands) 3.800 % senior notes due April 1, 2021 $ 754,398 $ 760,996 3.750 % senior notes due June 1, 2023 563,526 567,330 4.000 % senior notes due June 1, 2023 567,578 572,522 2.650 % senior notes due February 15, 2025 992,688 991,423 4.800 % senior notes due April 1, 2026 812,149 820,623 4.450 % senior notes due June 1, 2028 483,687 486,982 3.200 % senior notes due August 15, 2029 1,236,029 1,234,843 2.900 % senior notes due May 15, 2030 988,664 — 4.150 % senior notes due August 15, 2049 739,699 739,431 Unsecured term loan facility 1,984,858 1,981,758 Unsecured revolving credit facility — 903,000 Finance lease liabilities 65,142 32,996 Other borrowings 80,044 33,597 Total long-term debt 9,268,462 9,125,501 Less current portion 831,500 35,137 Long-term debt, excluding current portion $ 8,436,962 $ 9,090,364 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, 2020, unamortized discount on senior notes was $ 8.7 million, and unamortized debt issuance costs on senior notes and the unsecured term loan facility were $ 49.4 million. Unamortized debt issuance costs on our senior notes and unsecured term loans at December 31, 2019 were $ 46.6 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At September 30, 2020, unamortized debt issuance costs on the unsecured revolving credit facility were $ 14.7 million, and, at December 31, 2019, unamortized debt issuance costs on the unsecured revolving credit facility were $ 17.6 million . The amortization of debt discounts and debt issuance costs is recognized as an increase to interest expense over the terms of the respective debt instruments. Amortization of discounts and debt issuance costs for the three and nine months ended September 30, 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, 2019 was $ 3.1 million and $ 9.2 million, respectively. At September 30, 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 2021 801,167 2022 58,403 2023 1,300,000 2024 1,750,000 2025 1,000,000 2026 and thereafter 4,200,000 Total $ 9,130,044 18 Table of Contents Senior 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 option, in whole 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 is recognized over the terms of the respective notes as a reduction of interest expense. The amortization of this fair value adjustment was $ 9.0 million and $ 27.1 million, respectively, for the three and nine months ended September 30, 2020. On May 15, 2020, we issued $ 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 billion term loan facility, and the Unsecured Revolving Credit Agreement provides for a senior unsecured $ 3 billion revolving credit facility. Borrowings under the term loan facility were made in U.S. dollars and borrowings under the revolving credit facility are available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to specific conditions, certain other currencies at our option. Borrowings in U.S. dollars and certain other 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 as its "prime rate" or (c) LIBOR plus 1.0 %, in each case, plus an applicable margin. As of September 30, 2020, the interest rate on the 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 revolving 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 revolving credit facility also matures in September 2024. We may issue standby letters of credit of up to $ 250 million in the aggregate under the revolving credit facility. Outstanding letters of credit under the revolving 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 revolving credit facility were $ 2.1 billion and there were no outstanding borrowings. Compliance with Covenants The senior unsecured term loan and revolving credit facility contain customary conditions to funding, affirmative 19 Table of Contents covenants, negative covenants, financial covenants and events of default. As of September 30, 2020, financial covenants under the term 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, 2020. Settlement Lines of Credit In various markets where we do business, we have specialized lines of credit, that 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 lines of credit may exceed the stated credit limit. As of September 30, 2020, a total of $ 58.5 million of cash on deposit was used to determine the available credit. As of September 30, 2020 and December 31, 2019, we had $ 439.4 million and $ 463.2 million, respectively, outstanding under these lines of credit with additional capacity to fund settlement of $ 1,387.3 million as of September 30, 2020. During the three months ended September 30, 2020, the maximum and average outstanding balances under these lines of credit were $ 560.7 million and $ 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). The fair values of our 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 information about our derivative financial instruments, designated as cash flow hedges, included in the consolidated balance sheets: Fair Values Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2020 Range of Maturity Dates at September 30, 2020 September 30, 2020 December 31, 2019 (in thousands) Interest rate swaps (Notional of $ 250 million at December 31, 2019) Prepaid expenses and other current assets NA NA $ — $ 472 Interest rate swaps (Notional of $ 300 million at September 30, 2020) Accounts payable and accrued liabilities 1.91 % 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 liabilities 2.73 % December 31, 2022 $ 74,102 $ 45,604 NA = not applicable. 20 Table of Contents 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, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 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 ) As of September 30, 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 $ 40.9 million. Interest Expense Interest expense was $ 82.1 million and $ 96.0 million for the three months ended September 30, 2020 and 2019, respectively, and $ 244.3 million and $ 221.0 million for the nine months ended September 30, 2020 and 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 due to the reduction of our U.S. deferred tax liability resulting from the effects of the Merger on the apportionment of income among states, excess tax benefits of share-based awards, the U.S. tax benefits associated with income derived from foreign sources and the benefits related to the effective settlement of uncertain tax positions. 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. We are no longer subject to state income tax examinations for years ended on or before May 31, 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, 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 no repurchases. During the nine months ended September 30, 2020 and 2019, we repurchased and retired 2,094,731 and 1,808,398 shares of our common stock at a cost, including commissions, of $ 404.0 million and $ 230.0 million, or $ 192.85 per share and $ 127.18 per share, respectively. 21 Table of Contents 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. On October 28, 2020, our board of directors declared a dividend of $ 0.195 per share payable on December 31, 2020 to common shareholders of record as of December 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, 2020 September 30, 2019 September 30, 2020 September 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, 2020: Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2019 1,844 $ 149.96 Granted 601 185.71 Vested ( 652 ) 119.62 Forfeited ( 51 ) 169.02 Unvested at September 30, 2020 1,742 $ 173.10 The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2020 and September 30, 2019 was $ 77.9 million and $ 35.3 million, respectively. For restricted stock and performance awards, we recognized compensation expense of $ 38.9 million and $ 20.2 million during the three months ended September 30, 2020 and 2019, respectively, and $ 94.9 million and $ 45.0 million during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, there were $ 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 2.1 years. 22 Table of Contents Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2020: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2019 1,755 $ 74.06 6.5 $ 190.3 Granted 124 200.42 Forfeited ( 2 ) 113.48 Exercised ( 506 ) 60.18 Outstanding at September 30, 2020 1,371 $ 90.64 6.4 $ 122.0 Options vested and exercisable at September 30, 2020 974 $ 69.50 5.6 $ 105.3 We recognized compensation expense for stock options of $ 2.4 million and $ 7.0 million during the three months ended September 30, 2020 and 2019, respectively, and $ 6.5 million and $ 8.6 million for the nine months ended September 30, 2020 and 2019, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2020 and 2019 was $ 69.8 million and $ 22.9 million, respectively. As of September 30, 2020, we had $ 10.5 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.8 years. The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2020 and 2019 was $ 54.85 and $ 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, 2020 September 30, 2019 Risk-free interest rate 1.24 % 1.72 % Expected volatility 30 % 31 % Dividend yield 0.39 % 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 23 Table of Contents 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 no 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, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (in thousands) Basic weighted-average number of shares outstanding 299,255 177,039 299,261 163,846 Plus: Dilutive effect of stock options and other share-based awards 1,236 504 1,264 485 Diluted weighted-average number of shares outstanding 300,491 177,543 300,525 164,331 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, 2020 and 2019: Foreign Currency Translation Gains (Losses) Unrealized Gains (Losses) on Hedging Activities Other Accumulated 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 ) 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 for the three months ended September 30, 2020 and 2019, respectively. 24 Table of Contents Foreign Currency Translation Gains (Losses) Unrealized Gains (Losses) on Hedging Activities Other Accumulated 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 ) 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 for the nine months ended September 30, 2020 and 2019, respectively. NOTE 12— SEGMENT INFORMATION 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. 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, 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, 2019 and our summary of significant accounting policies in "Note 1 - Basis of Presentation and Summary of Significant Accounting Policies." 25 Table of Contents 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, consolidated operating income and consolidated depreciation and amortization was as follows for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 (in thousands) Revenues (1) : Merchant Solutions $ 1,243,961 $ 1,004,943 $ 3,460,785 $ 2,812,640 Issuer Solutions 487,409 75,628 1,461,196 86,122 Business and Consumer Solutions 204,106 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 Solutions 70,800 5,885 188,131 12,920 Business and Consumer Solutions 31,052 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 Solutions 137,965 21,341 410,955 21,687 Business and Consumer Solutions 23,957 5,200 71,712 5,200 Corporate 6,031 1,189 15,917 3,296 Consolidated depreciation and amortization $ 406,899 $ 183,746 $ 1,207,392 $ 477,498 (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 2 — Acquisitions." (2) Operating loss for Corporate included acquisition and integration expenses of $ 57.6 million and $ 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 $ 5.7 million and $ 22.3 million for the nine months ended September 30, 2020 and 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): 26 Table of Contents Year ending December 31: 2020 $ 88,681 2021 244,527 2022 173,492 2023 105,742 2024 77,957 2025 99,183 2026 and thereafter 527,427 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 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 have 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, Contingencies ) as of September 30, 2020. As a result, we have not recorded a liability on the consolidated balance sheet with respect to this litigation. 27 Table of Contents