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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 65 added, 43 removed, 175 unchanged (38% of the section changed)

7 unchanged sentences

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission the Internal Control — Integrated Framework (2013) .

On June 10, 2021, we completed the acquisition of Zego.

As permitted by the SEC rules and regulations, management's assessment did not include the internal control of the acquired operations of Zego, which are included in our consolidated financial statements as of December 31, 2021 and for the period from the acquisition date through December 31, 2021.

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

The assets, excluding goodwill, of the acquired operations of Zego constituted approximately 1% of our total consolidated assets as of December 31, 2021.

Operating results of the acquired operations of Zego comprised less than 1% of our total consolidated revenues and less than 1% of our consolidated operating income for the year ended December 31, 2021.

Based on the results of its evaluation, which excluded assessments of the internal control of the acquired operations of Zego, management believes that as of December 31, 2021, our internal control over financial reporting is effective based on those criteria.

Based on the results of its evaluation, management believes that as of December 31, 2022, our internal control over financial reporting is effective based on those criteria.

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

15 unchanged sentences

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1:

Election of Directors" and "Biographical Information About Our Executive Officers" from our proxy statement to be delivered in connection with our 2022 Annual Meeting of Shareholders to be held on April 28, 2022 ("2022 Proxy Statement").

Election of Directors," "Biographical Information About Our Executive Officers" and "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our 2023 Annual Meeting of Shareholders to be held on April 27, 2023 ("2023 Proxy Statement").

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

22 unchanged sentences

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our 2023 Proxy Statement.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three:

Ratification of Reappointment of Auditors" from our 2023 Proxy Statement.

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES:

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K:

12 unchanged sentences

The following exhibits either (i) are filed with this Annual Report on Form 10-K or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by reference to those prior filings.

2.1 Agreement and Plan of Merger, by and between Total System Services, Inc.

and Global Payments Inc., dated as of May 27, 2019, incorporated by reference to Exhibit 2.1 to Global Payment Inc.’s Current Report on Form 8-K filed on May 31, 2019.

3.1 Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Post-Effective Amendment No.

2.1 Agreement and Plan of Merger, between Total System Services, Inc.

and Global Payments Inc., dated as of May 27, 2019, incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 31, 2019.

2.2† Agreement and Plan of Merger, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc.

and Falcon Merger Sub Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 2, 2022.

3.1 Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to the Company's Post-Effective Amendment No.

1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, 2019.

3.2 Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020.

3.3 Tenth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 1, 2020.

3.3 Eleventh Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to Global Payment Inc.’s Current Report on Form 8-K filed on May 3, 2022.

4.1 Indenture, dated as of August 14, 2019, between Global Payments Inc.

Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Current Report on Form 8-K filed on August 14, 2019.

Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, 2019.

4.2 Supplemental Indenture No.

1, dated as of August 14, 2019, between Global Payments Inc.

Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to Global Payments Inc.’s Current Report on Form 8-K filed on August 14, 2019.

Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 14, 2019.

4.3 Form of Notes (included in Exhibit 4.2).

2 unchanged sentences

1, dated as of September 17, 2019, among TSYS, Global Payments Inc.

and Regions Bank, incorporated by reference to Exhibit 4.1 to Global Payments Inc.’s Current Report on Form 8-K filed on September 20, 2019.

4.6 Form of 3.800% Senior Note due 2021, incorporated by reference to Exhibit 4.2 of TSYS' Current Report on Form 8-K filed on March 17, 2016.

4.7 Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 of TSYS' Current Report on Form 8-K filed on May 11, 2018.

4.8 Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 of TSYS' Current Report on Form 8-K filed on March 17, 2016.

4.9 Indenture, dated as of May 22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of TSYS' Current Report on Form 8-K filed on May 22, 2013.

and Regions Bank, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 20, 2019.

4.6 Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 to TSYS' Current Report on Form 8-K filed on May 11, 2018.

4.7 Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on March 17, 2016.

4.8 Indenture, dated as of May 22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to TSYS' Current Report on Form 8-K filed on May 22, 2013.

4.9 Supplemental Indenture No.

1, dated as of September 17, 2019, among TSYS, Global Payments Inc.

and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.2 to Global Payments Inc.’s Current Report on Form 8-K filed on September 20, 2019.

4.11 Form of 3.750% Senior Note due 2023, incorporated by reference to Exhibit 4.3 of TSYS' Current Report on Form 8-K filed on May 22, 2013.

and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 20, 2019.

4.10 Form of 3.750% Senior Note due 2023, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on May 22, 2013.

4.11* Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act.

11 unchanged sentences

4.17 Form of Global Note representing the Notes (included in Exhibit 4.16)

10.1 Term Loan Credit Agreement, dated as of July 9, 2019, among the Company, as borrower, Bank of America, N.A., as administrative agent and the other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 16, 2019.

10.2 Credit Agreement, dated as of July 9, 2019, among Global Payments Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender and an L/C/ Issuer and the other lenders and L/C/ issuers party thereto, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 16, 2019.

10.3+ Global Payments Inc.

Sixth Amended and Restated Non-Employee Director Compensation Plan, dated October 24, 2019, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

4.18 Indenture, dated as of August 8, 2022, between Global Payments Inc.

Bank Trust Company, National Association, as trustee, related to 1.00% Convertible Senior Notes due 2029, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 9, 2022.

4.19 Form of 1.00% Convertible Senior Notes due 2029 (included in Exhibit 4.18)

4.20 Indenture, dated as of August 14, 2019, between Global Payments Inc.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, 2019.

4.21 Supplemental Indenture No.

5, dated as of August 22, 2022, between Global Payments Inc.

Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 22, 2022.

4.22 Form of Global Note representing the Notes (included in Exhibit 4.21)

4.23* First Supplemental Indenture, dated as of December 14, 2022 between Global Payments Inc., and U.S.

Bank Trust Company, National Association, as trustee.

10.1+ Total System Services, Inc.

7 unchanged sentences

10.5+ Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on July 28, 2010.

10.9+ Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on July 30, 2007, File No.

10.10+ Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, 2007, File No.

10.11+ Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed April 6, 2009, File No.

10.6+ Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on July 30, 2007.

10.7+ Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, 2007.

10.8+ Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form Quarterly Report on 10-Q filed April 6, 2009.

10.9+ Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc.

2 unchanged sentences

10.11+ Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, 2017.

10.15+ Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on January 8, 2007, File No.

10.12+ Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on January 8, 2007.

10.13+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019.

3 unchanged sentences

10.17+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2018.

10.21+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018) incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.any’s Form 10-Q filed on May 3, 2018.

10.22+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2017), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017.

10.23+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2017), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017.

10.18+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018) incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.

10.25+ Form of Synergy Performance Share Agreement (2019 calendar year), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.26+ Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc.

10.19+ Form of Synergy Performance Share Agreement (calendar 2019), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.20+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

and Jeffrey S.

Sloan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.27+ Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc.

10.21+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

and Cameron M.

Bready, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.28+ Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc.

10.22+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

Sacchi, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.29+ Amended and Restated Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc.

10.23+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

Green, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.

10.30+ Employment Agreement, dated as of September 20, 2019, by and between Global Payments Inc.

10.24+ Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

Todd, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on October 31, 2019.

6 unchanged sentences

10.31+ Form of Supplemental Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2021), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.

10.38* LIBOR Transition Amendment dated December 14, 2021, among Global Payments Inc.

and the other borrowers party thereto, and Bank of America, N.A., as administrative agent Issuer and the other lenders and L/C/ issuers party thereto.

10.32+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.

10.33+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.

10.34+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.

10.35+ Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

and Joshua J.

Whipple incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2022.

10.36+ Amendment to Employment Agreement, dated as of August 2, 2022, between Global Payments Inc.

and Joshua J.

Whipple incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2022.

10.37+ Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., James G.

Kelly and the James G.

Kelly Grantor Trust Dated January 12, 2012, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 2, 2022

10.38+ Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., MDCP Cardservices II LLC, Madison Dearborn Capital Partners VI-C, L.P.

and MDCP Cardservices LLC, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 2, 2022

10.39+ Common Unit Purchase Agreement, dated as of August 1, 2022, among Global Payments Inc., EVO Payments, Inc.

and Blueapple, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 2, 2022

10.40+ Investment Agreement, dated as of August 1, 2022, among Global Payments Inc., Silver Lake Partners VI DE (AIV), L.P.

and Silver Lake Alpine II, L.P., incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 2, 2022

10.41+ Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 9, 2022

10.42+ Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2022

21.1* List of Subsidiaries.

15 unchanged sentences

+ Management contract or compensatory plan or arrangement.

† Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted.

The registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Index to Exhibits 108

7 unchanged sentences

(Principal Executive Officer)

/s/ Joshua J.

Senior Executive Vice President and Chief Financial Officer

13 unchanged sentences

Bruno* Director February 17, 2023

/s/ William I Jacobs* Director February 18, 2022

William I Jacobs

Johnson* Director February 17, 2023

3 unchanged sentences

McDaniel* Director February 17, 2023

/s/ Joseph Osnoss* Director February 17, 2023

Joseph Osnoss

/s/ William B.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures