8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2008

Commission file number 001-16111

GLOBAL PAYMENTS INC.

(Exact name of registrant as specified in charter)

Georgia	58-2567903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10 Glenlake Parkway, North Tower, Atlanta, Georgia	30328-3473
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 770-829-8000

NONE

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On July 24, 2008, Global Payments Inc., a Georgia corporation, issued a press release announcing its financial results for the fiscal fourth quarter and year ended May 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated July 24, 2008

2

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 hereunto duly authorized.

	Global Payments Inc.         (Registrant)
Date: July 24, 2008	By:	/s/ Joseph C. Hyde
	Joseph C. Hyde Chief Financial Officer

EX-99.1

Exhibit 99.1

	Contact: Jane M. Elliott
	770-829-8234 Voice
	770-829-8267 Fax
For Immediate Release	investor.relations@globalpay.com

Global Payments Reports Fourth Quarter and Fiscal 2008 Earnings

ATLANTA, July 24, 2008 — Global Payments Inc. (NYSE: GPN) today announced results for its fourth quarter and fiscal year ended May 31, 2008. For the fourth quarter, revenues grew 23 percent to $343.8 million compared to $280.1 million in the prior year. Excluding the unfavorable impact of a non-recurring, non-cash foreign currency item and prior period restructuring and other charges, diluted earnings per share grew 21 percent to $0.52 compared to $0.43 in the prior year quarter.

For the fiscal year ended May 31, 2008, revenues grew 20 percent to $1,274.2 million compared to $1,061.5 million in the prior year. Excluding the favorable impact of a non-recurring, non-cash operating tax item, the unfavorable impact of a non-recurring, non-cash foreign currency item, and prior period restructuring and other charges, diluted earnings per share grew 12 percent to $1.98 from $1.77 in the prior year.

In accordance with GAAP, the current and prior fiscal year periods include restructuring and other charges, and the current fiscal year period includes the operating tax item and foreign currency item described above. These items are reflected in our GAAP diluted earnings per share amounts (see attached reconciliation schedule). For the three months and year ended May 31, 2008, GAAP diluted earnings per share were $0.50 and $2.01, respectively, compared to $0.40 and $1.75, respectively, in the prior year comparable periods.

Comments and Outlook

Chairman, President and CEO, Paul R. Garcia, stated, “Our merchant services segment delivered solid financial results for the fourth quarter and fiscal year 2008. We continue to successfully pursue our ongoing strategy of expanding our existing sales channels, increasing our international presence, and investing in our technology and people. We are also delighted to be joining forces once more with HSBC Bank plc in a merchant services joint venture in the U.K. Lastly, our money transfer segment rebounded to strong growth in the fourth quarter, as expected.”

—More—

GPN Reports Fourth Quarter Earnings

July 24, 2008

Page 2

“For our fiscal 2009, we are providing annual revenue guidance of $1,620 million to $1,675 million. This revenue guidance reflects an expected 27 percent to 31 percent growth versus $1,274.2 million in fiscal 2008. In addition, we are providing annual diluted earnings per share guidance of $2.20 to $2.30, or 11 percent to 16 percent growth versus $1.98 in fiscal 2008¹. Our fiscal 2009 guidance excludes the impact of future significant acquisitions and restructuring and other charges,” said Garcia.

Conference Call

Global Payments will hold a conference call today, July 24, 2008 at 5:00 p.m. ET to discuss financial results and business highlights. The conference call may be accessed by calling 1-888-221-9554 (U.S. and Canada) or 1-913-312-0963 (outside U.S. and Canada) and using a pass code of “GPN” for both numbers, or via Web cast at www.globalpaymentsinc.com. A replay of the call will be available on the Global Payments Web site through August 7, 2008.

¹ Fiscal 2008 diluted earnings per share was $2.01 on a GAAP basis, which includes restructuring and other charges, a favorable operating tax item, and an unfavorable foreign currency item (see attached reconciliation schedule).

—More—

GPN Reports Fourth Quarter Earnings

July 24, 2008

Page 3

Global Payments Inc. (NYSE: GPN) is a leading provider of electronic transaction processing services for consumers, merchants, Independent Sales Organizations (ISOs), financial institutions, government agencies and multi-national corporations located throughout the United States, Canada, Latin America, Europe and the Asia-Pacific. Global Payments offers a comprehensive line of processing solutions for credit and debit cards, business-to-business purchasing cards, gift cards, electronic check conversion and check guarantee, verification and recovery including electronic check services, as well as terminal management. The company also provides consumer money transfer services from the U.S. and Europe to destinations in Latin America, Morocco and the Philippines. For more information about the company and its services, visit www.globalpaymentsinc.com.

###

This announcement and comments made by Global Payments’ management during the conference call contain certain forward-looking statements within the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including revenue and earnings estimates and management’s expectations regarding future events and developments, are forward looking statements and are subject to significant risks and uncertainties. Important factors that may cause actual events or results to differ materially from those anticipated by such forward-looking statements include the following: foreign currency risks which become increasingly relevant as we expand internationally, development difficulties, the effect of economic conditions and consumer spending, costs of capital, the ability to consummate and integrate acquisitions, and other risks detailed in the company’s SEC filings, including the most recently filed Form 10-Q or Form 10-K, as applicable. The company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Three Months Ended May 31,
	2008			2007
Revenues	$	343,832		$	280,100
Operating expenses:
Cost of service		125,129			107,326
Sales, general and administrative		151,918			118,620
Restructuring and other		—			3,088
		277,047			229,034
Operating income		66,785			51,066
Other income (expense):
Interest and other income		3,567			4,654
Interest and other expense		(2,827	)		(2,166	)
		740			2,488
Income before income taxes and minority interest		67,525			53,554
Provision for income taxes		(26,517	)		(17,687	)
Minority interest, net of tax benefit (provision) of $770 and $(1,139), respectively		(197	)		(2,689	)
Net income	$	40,811		$	33,178
Earnings per share:
Basic	$	0.51		$	0.41
Diluted	$	0.50		$	0.40
Weighted average shares outstanding:
Basic		79,316			80,617
Diluted		80,846			82,015

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Year Ended May 31,
	2008			2007
Revenues	$	1,274,229		$	1,061,523
Operating expenses:
Cost of service		475,612			414,837
Sales, general and administrative		545,941			425,509
Restructuring and other		1,317			3,088
		1,022,870			843,434
Operating income		251,359			218,089
Other income (expense):
Interest and other income		18,210			16,706
Interest and other expense		(8,166	)		(8,464	)
		10,044			8,242
Income before income taxes and minority interest		261,403			226,331
Provision for income taxes		(90,588	)		(73,436	)
Minority interest, net of tax benefit (provision) of $700 and $(696), respectively		(8,061	)		(9,910	)
Net income	$	162,754		$	142,985
Earnings per share:
Basic	$	2.05		$	1.78
Diluted	$	2.01		$	1.75
Weighted average shares outstanding:
Basic		79,518			80,229
Diluted		80,979			81,822

CONSOLIDATED CONDENSED BALANCE SHEETS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	May 31, 2008		May 31, 2007
	(Unaudited)
Assets
Cash and cash equivalents	$	456,060	$	308,872
Accounts receivable, net		100,179		76,168
Claims receivable, net		1,354		2,187
Settlement processing assets		24,280		32,853
Other current assets		35,537		24,349
Current assets		617,410		444,429
Property and equipment, net		141,415		118,495
Goodwill		497,136		451,244
Other intangible assets, net		175,636		175,620
Other assets		14,310		10,841
Total assets	$	1,445,907	$	1,200,629
Liabilities and Shareholders’ Equity
Lines of credit	$	1,527	$	—
Settlement processing obligations		56,731		20,617
Payable to money transfer beneficiaries		9,276		6,589
Accounts payable and other accrued liabilities		150,218		115,671
Current liabilities		217,752		142,877
Other long-term liabilities		86,613		85,043
Total liabilities		304,365		227,920
Minority interest in equity of subsidiaries		14,724		14,933
Shareholders’ equity		1,126,818		957,776
Total liabilities and shareholders’ equity	$	1,445,907	$	1,200,629

UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Year Ended May 31,
	2008			2007
Cash flows from operating activities:
Net income	$	162,754		$	142,985
Non-cash items
Restructuring and other charges		—			1,145
Depreciation and amortization		44,034			40,365
Minority interest in earnings		8,762			9,214
Other, net		38,558			36,227
Changes in working capital, which provided (used) cash Settlement processing assets and obligations, net		38,311			(13,937	)
Other, net		(20,005	)		(24,867	)
Net cash provided by operating activities		272,414			191,132
Cash flows from investing activities:
Capital expenditures		(44,974	)		(35,374	)
Business and intangible asset acquisitions		(18,247	)		(81,261	)
Net cash used in investing activities		(63,221	)		(116,635	)
Cash flows from financing activities:
Net borrowings on lines of credit		1,527			—
Principal payments under capital leases		—			(746	)
Repurchase of common stock		(87,020	)		—
Net proceeds under share-based compensation plans and dividends		18,579			20,385
Distributions to minority interests, net		(9,459	)		(8,753	)
Net cash (used in) provided by financing activities		(76,373	)		10,886
Effect of exchange rate changes on cash		14,368			5,014
Increase in cash and cash equivalents		147,188			90,397
Cash and cash equivalents, beginning of period		308,872			218,475
Cash and cash equivalents, end of period	$	456,060		$	308,872

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

Reconciliation to Exclude Restructuring and Other Items from Normalized Results

(In thousands, except per share data)

Three Months Ended May 31,	2008									2007
	Normalized			Other1			GAAP			Normalized			Restructuring and Other2			GAAP
Revenues	$	343,832		$	—		$	343,832		$	280,100		$	—		$	280,100
Operating expenses:
Cost of service		125,129			—			125,129			107,326			—			107,326
Sales, general and administrative		151,918			—			151,918			118,620			—			118,620
Restructuring and other		—			—			—			—			3,088			3,088
		277,047			—			277,047			225,946			3,088			229,034
Operating income		66,785			—			66,785			54,154			(3,088	)		51,066
Other income/(expense):
Interest and other income		3,567			—			3,567			4,654			—			4,654
Interest and other expense		(1,157	)		(1,670	)		(2,827	)		(2,166	)		—			(2,166	)
		2,410			(1,670	)		740			2,488			—			2,488
Income before income taxes		69,195			(1,670	)		67,525			56,642			(3,088	)		53,554
Provision for income taxes		(26,868	)		351			(26,517	)		(18,689	)		1,002			(17,687	)
Minority interest, net of tax benefit (provision) of $770 and $(1,139), respectively		(197	)		—			(197	)		(2,689	)		—			(2,689	)
Net income	$	42,130		$	(1,319	)	$	40,811		$	35,264		$	(2,086	)	$	33,178
Diluted shares		80,846			—			80,846			82,015			—			82,015
Diluted earnings per share	$	0.52		$	(0.02	)	$	0.50		$	0.43		$	(0.03	)	$	0.40

¹Reflects the impact of a non-recurring, non-cash, foreign currency accounting loss relating to one of our United States dollar cash accounts held by a foreign subsidiary whose functional currency is their local currency. No economic loss occurred relating to this item. Also reflects the related income tax benefit.

²Restructuring and other charges consist of employee termination benefits, facility closure costs, and fixed asset abandonment relating to various restructuring initiatives. Also reflects the related income tax benefit using the company’s effective tax rate, which is defined as the provision for income taxes divided by income before income taxes and minority interest.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

Reconciliation to Exclude Restructuring and Other Items from Normalized Results

(In thousands, except per share data)

Year Ended May 31,	2008												2007
	Normalized			Restructuring1			Other2			GAAP			Normalized			Restructuring and Other1			GAAP
Revenues	$	1,274,229		$	—		$	—		$	1,274,229		$	1,061,523		$	—		$	1,061,523
Operating expenses:
Cost of service		475,612			—			—			475,612			414,837			—			414,837
Sales, general and admin.		552,989			—			(7,048	)		545,941			425,509			—			425,509
Restructuring and other		—			1,317			—			1,317			—			3,088			3,088
		1,028,601			1,317			(7,048	)		1,022,870			840,346			3,088			843,434
Operating income		245,628			(1,317	)		7,048			251,359			221,177			(3,088	)		218,089
Other income/(expense):
Interest and other income		18,210			—			—			18,210			16,706			—			16,706
Interest and other expense		(6,496	)		—			(1,670	)		(8,166	)		(8,464	)		—			(8,464	)
		11,714			—			(1,670	)		10,044			8,242			—			8,242
Income before income taxes		257,342			(1,317	)		5,378			261,403			229,419			(3,088	)		226,331
Provision for income taxes		(89,059	)		449			(1,978	)		(90,588	)		(74,438	)		1,002			(73,436	)
Minority interest, net of tax benefit (provision) of $700 and $(696), respectively		(8,061	)		—			—			(8,061	)		(9,910	)		—			(9,910	)
Net income	$	160,222		$	(868	)	$	3,400		$	162,754		$	145,071		$	(2,086	)	$	142,985
Diluted shares		80,979			—			—			80,979			81,822			—			81,822
Diluted earnings per share3	$	1.98		$	(0.01	)	$	0.04		$	2.01		$	1.77		$	(0.03	)	$	1.75

¹Restructuring charges in the current period consist of employee termination benefits relating to a facility closure. Also reflects the related income tax benefit using the company’s effective tax rate, which is defined as the provision for income taxes divided by income before income taxes and minority interest. Restructuring and other charges in the prior period consist of employee termination benefits, facility closure costs, and fixed asset abandonment relating to various restructuring initiatives. Also reflects the related income tax benefit using the company’s effective tax rate, as described above.

²Reflects the favorable impact of a non-recurring, non-cash operating tax item included in sales, general and administrative expenses. We define operating taxes as those that are unrelated to income taxes, such as sales and property taxes. During the nine months ended February 29, 2008, we determined that a contingent liability relating to an operating tax item was no longer deemed probable. As such, we released the related liability. Also reflects the related income tax benefit of this operating tax item using the company’s effective tax rate, which is defined as the provision for income taxes divided by income before income taxes and minority interest. Also includes the impact of a non-recurring, non-cash, foreign currency accounting loss relating to one of our United States dollar cash accounts held by a foreign subsidiary whose functional currency is their local currency. No economic loss occurred relating to this item, which is reflected above in interest and other expense. Also reflects the related income tax benefit of this foreign currency item.

³Amounts do not add across the columns due to rounding for the year ended May 31, 2007.

SEGMENT INFORMATION

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Three Months Ended May 31,
	2008			2007
Revenues
Domestic direct	$	182,356		$	154,166
Canada		73,544			54,256
Asia-Pacific		18,900			13,377
Central and Eastern Europe		17,413			12,457
Domestic indirect and other		11,256			11,695
Merchant services		303,469			245,951
Domestic		33,016			29,323
Europe		7,347			4,826
Money transfer		40,363			34,149
Total revenues	$	343,832		$	280,100
Operating income
Merchant services	$	73,714		$	63,395
Money transfer		7,518			3,481
Corporate		(14,447	)		(12,722	)
Restructuring and other		—			(3,088	)
Operating income	$	66,785		$	51,066

SEGMENT INFORMATION

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Year Ended May 31,
	2008			2007
Revenues
Domestic direct	$	687,065		$	558,026
Canada		267,249			224,570
Asia-Pacific		72,367			48,449
Central and Eastern Europe		59,778			51,224
Domestic indirect and other		44,150			46,873
Merchant services		1,130,609			929,142
Domestic		119,019			115,416
Europe		24,601			16,965
Money transfer		143,620			132,381
Total revenues	$	1,274,229		$	1,061,523
Operating income
Merchant services1	$	293,030		$	259,670
Money transfer		13,635			14,476
Corporate		(53,989	)		(52,969	)
Restructuring and other		(1,317	)		(3,088	)
Operating income	$	251,359		$	218,089

¹Includes the favorable impact of a non-recurring, non-cash operating tax item of $7.0 million in the year ended May 31, 2008.