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 23, 2009

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 23, 2009, Global Payments Inc., a Georgia corporation, issued a press release announcing its financial results for the fiscal fourth quarter and year ended May 31, 2009. 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 23, 2009

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 23, 2009	By:	/s/ David E. Mangum
		David E. Mangum
		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 Year-End Earnings

ATLANTA, July 23, 2009 — Global Payments Inc. (NYSE: GPN) today announced results for its fiscal fourth quarter and year ended May 31, 2009. For the full year, revenues grew 26% to $1,601.5 million compared to $1,274.2 million in the prior fiscal year. Normalized diluted earnings per share grew 13% to $2.23 compared to $1.98 in the prior year.

For the fourth quarter, revenues grew 17% to $402.0 million compared to $343.8 million in the prior year. Normalized diluted earnings per share were $0.46 compared to $0.52 in the prior year quarter.

These results include the unfavorable impact of foreign currency exchange rates during the quarter and year. On a constant currency basis (See Schedule 9), revenue and normalized diluted earnings per share grew 27% and 4%, respectively for the quarter and 32% and 24%, respectively for the full year.

On a GAAP basis, the company reported quarterly diluted earnings per share of $0.46 compared to $0.50 in the prior year quarter, and on a full year GAAP basis, diluted earnings per share of $0.46 compared to $2.01 in the prior year. The full year results include a non-cash, pretax impairment charge relating to our money transfer business of $147.7 million which was recorded in the fiscal 2009 third quarter as a result of the company’s annual FAS 142 Goodwill and Other Intangible Assets review (See Schedule 6 for reconciliation details).

Comments and Outlook

Chairman and CEO, Paul R. Garcia, stated, “Despite ongoing macroeconomic challenges and unfavorable foreign currency trends, we reported solid fourth quarter and full year results. Our normalized growth was driven by the impact of our June 30, 2008 U.K. acquisition and 16% transaction growth in the U.S., as well as successful pricing initiatives in Canada.”

—More—

GPN Reports Fourth Quarter and Year-End Earnings

July 23, 2009

Page 2

“Based on current macroeconomic environment, and reflecting our recent acquisitions, we are providing fiscal 2010 annual revenue guidance of $1,690 million to $1,740 million, or 6% to 9% growth over fiscal 2009. We are also providing fiscal 2010 diluted EPS guidance of $2.43 to $2.54, reflecting 9% to 14% growth over fiscal 2009,” said Garcia.

Conference Call

Global Payments will hold a conference call today, July 23, 2009 at 5:00 p.m. EDT to discuss financial results and business highlights. Callers may access the conference call via the company’s Web site at www.globalpaymentsinc.com by clicking the “Webcast” button; or callers may dial 1-800-289-0436 and callers outside U.S. and Canada may dial 1-913-312-6687. The pass code is “GPN.” A replay of the call may be accessed through the Global Payments’ Web site through August 6, 2009.

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 region. 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 United States 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 may 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, the effect of current U.S. economic conditions, including a decline in the value of the U.S. dollar, the impact of future performance and integration of recent acquisitions, the continued erosion of the value of our money transfer business 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.

###

SCHEDULE 1

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Three Months Ended May 31,
	2009			2008
Revenues	$	402,041		$	343,832
Operating expenses:
Cost of service		153,537			125,129
Sales, general and administrative		181,059			151,918
		334,596			277,047
Operating income		67,445			66,785
Other income (expense):
Interest and other income		690			3,567
Interest and other expense		(623	)		(2,827	)
		67			740
Income before income taxes and minority interest		67,512			67,525
Provision for income taxes		(20,710	)		(26,517	)
Minority interest, net of tax provision of $594 and $770, respectively		(9,243	)		(197	)
Net income	$	37,559		$	40,811
Earnings per share:
Basic	$	0.47		$	0.51
Diluted	$	0.46		$	0.50
Weighted average shares outstanding:
Basic		79,906			79,316
Diluted		80,866			80,846

SCHEDULE 2

SEGMENT INFORMATION

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Three Months Ended May 31,
	2009			2008
Revenues:
United States	$	206,475		$	193,612
Canada		68,515			73,544
North America Merchant Services		274,990			267,156
Europe		70,240			17,413
Asia-Pacific		22,704			18,900
International Merchant Services		92,944			36,313
United States		27,833			33,016
Europe		6,274			7,347
Money Transfer		34,107			40,363
Total Revenues	$	402,041		$	343,832
Operating Income:
North America Merchant Services	$	59,563		$	70,349
International Merchant Services		20,627			3,365
Money Transfer		3,783			7,518
Corporate		(16,528	)		(14,447	)
Operating Income	$	67,445		$	66,785

SCHEDULE 3

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

Reconciliations to Exclude an Other Item from Normalized Results

(In thousands, except per share data)

	2009			2008
Three Months Ended May 31,	GAAP			Normalized			Other1			GAAP
Revenues	$	402,041		$	343,832		$	—		$	343,832
Operating expenses:
Cost of service		153,537			125,129			—			125,129
Sales, general and administrative		181,059			151,918			—			151,918
		334,596			277,047			—			277,047
Operating income		67,445			66,785			—			66,785
Other income (expense):
Interest and other income		690			3,567			—			3,567
Interest and other expense		(623	)		(1,157	)		(1,670	)		(2,827	)
		67			2,410			(1,670	)		740
Income before income taxes and minority interest		67,512			69,195			(1,670	)		67,525
Provision for income taxes		(20,710	)		(26,868	)		351			(26,517	)
Minority interest, net of tax provision of $594 and $770, respectively		(9,243	)		(197	)		—			(197	)
Net income	$	37,559		$	42,130		$	(1,319	)	$	40,811
Diluted shares		80,866			80,846			—			80,846
Diluted earnings per share	$	0.46		$	0.52		$	(0.02	)	$	0.50
Effective tax rate		34.9	%		38.3	%					38.7	%

¹ Reflects 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.

SCHEDULE 4

CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Year Ended May 31,
	2009			2008
	(Unaudited)
Revenues	$	1,601,524		$	1,274,229
Operating expenses:
Cost of service		598,785			475,612
Sales, general and administrative		693,646			545,941
Impairment and restructuring		147,664			1,317
		1,440,095			1,022,870
Operating income		161,429			251,359
Other income (expense):
Interest and other income		7,263			18,210
Interest and other expense		(7,265	)		(8,166	)
		(2	)		10,044
Income before income taxes and minority interest		161,427			261,403
Provision for income taxes		(87,249	)		(90,588	)
Minority interest, net of tax provision of $1,622 and $700, respectively		(36,961	)		(8,061	)
Net income	$	37,217		$	162,754
Earnings per share:
Basic	$	0.47		$	2.05
Diluted	$	0.46		$	2.01
Weighted average shares outstanding:
Basic		79,718			79,518
Diluted		80,992			80,979

SCHEDULE 5

SEGMENT INFORMATION

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Year Ended May 31,
	2009			2008
Revenues:
United States	$	805,557		$	731,215
Canada		301,294			267,249
North America Merchant Services		1,106,851			998,464
Europe		265,121			59,778
Asia-Pacific		90,334			72,367
International Merchant Services		355,455			132,145
United States		112,429			119,019
Europe		26,789			24,601
Money Transfer		139,218			143,620
Total Revenues	$	1,601,524		$	1,274,229
Operating Income:
North America Merchant Services1	$	272,972		$	275,356
International Merchant Services		82,763			17,674
Money Transfer		16,547			13,635
Corporate		(63,189	)		(53,989	)
Impairment and Restructuring		(147,664	)		(1,317	)
Operating Income	$	161,429		$	251,359

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

SCHEDULE 6

CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

Reconciliations to Exclude Impairment, Restructuring, and Other Items from Normalized Results

(In thousands, except per share data)

	2009									2008
Year Ended May 31,	Normalized			Impairment1			GAAP			Normalized			Restructuring2			Other3			GAAP
	(Unaudited)						(Unaudited)			(Unaudited)
Revenues	$	1,601,524		$	—		$	1,601,524		$	1,274,229		$	—		$	—		$	1,274,229
Operating expenses:
Cost of service		598,785			—			598,785			475,612			—			—			475,612
Sales, general and administrative		693,646			—			693,646			552,989			—			(7,048	)		545,941
Impairment and restructuring		—			147,664			147,664			—			1,317			—			1,317
		1,292,431			147,664			1,440,095			1,028,601			1,317			(7,048	)		1,022,870
Operating income		309,093			(147,664	)		161,429			245,628			(1,317	)		7,048			251,359
Other income (expense):
Interest and other income		7,263			—			7,263			18,210			—			—			18,210
Interest and other expense		(7,265	)		—			(7,265	)		(6,496	)		—			(1,670	)		(8,166	)
		(2	)		—			(2	)		11,714			—			(1,670	)		10,044
Income before income taxes and minority interest		309,091			(147,664	)		161,427			257,342			(1,317	)		5,378			261,403
Provision for income taxes		(91,337	)		4,088			(87,249	)		(89,059	)		449			(1,978	)		(90,588	)
Minority interest, net of tax provision of $1,622 and $700, respectively		(36,961	)		—			(36,961	)		(8,061	)		—			—			(8,061	)
Net income	$	180,793		$	(143,576	)	$	37,217		$	160,222		$	(868	)	$	3,400		$	162,754
Diluted shares		80,992			—			80,992			80,979			—			—			80,979
Diluted earnings per share	$	2.23		$	(1.77	)	$	0.46		$	1.98		$	(0.01	)	$	0.04		$	2.01
Effective tax rate		33.2	%					69.7	%		35.5	%								35.6	%

¹ Impairment charges consist of goodwill and other intangible asset impairments in the Money Transfer segment. Also reflects the related income tax benefit.

² Restructuring charges consist of employee termination benefits relating to a facility closure. Also reflects the related income tax benefit.

³ Relates to the favorable impact of a non-recurring, non-cash operating tax item included in sales, general and administrative expenses. Reflects 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.

SCHEDULE 7

CONSOLIDATED BALANCE SHEETS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	May 31, 2009			May 31, 2008
	(Unaudited)
Assets
Cash and cash equivalents	$	426,935		$	456,060
Accounts receivable, net		122,831			100,179
Claims receivable, net		607			1,354
Settlement processing assets		6,675			24,280
Inventory, net		5,914			3,821
Deferred income taxes		3,789			4,119
Prepaid expenses and other current assets		28,437			27,597
Current assets		595,188			617,410
Property and equipment, net		176,226			141,415
Goodwill		625,120			497,136
Other intangible assets, net		258,094			175,636
Other assets		22,193			14,310
Total assets	$	1,676,821		$	1,445,907
Liabilities and Shareholders’ Equity
Lines of credit	$	10,174		$	1,527
Current portion of term loan		29,393			—
Payables to money transfer beneficiaries		12,343			9,276
Accounts payable and accrued liabilities		167,700			138,243
Settlement processing obligations		106,934			56,731
Income taxes payable		9,633			11,975
Current liabilities		336,177			217,752
Term loan		167,610			—
Deferred income taxes		76,405			75,001
Other long-term liabilities		19,009			11,612
Total liabilities		599,201			304,365
Commitments and contingencies
Minority interest in equity of subsidiaries		30,605			14,724
Preferred stock		—			—
Common stock		—			—
Paid-in capital		405,241			380,741
Retained earnings		652,675			621,875
Accumulated other comprehensive (loss) income		(10,901	)		124,202
Total shareholders’ equity		1,047,015			1,126,818
Total liabilities and shareholders’ equity	$	1,676,821		$	1,445,907

SCHEDULE 8

CONSOLIDATED STATEMENTS OF CASH FLOWS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Year Ended May 31,
	2009			2008
	(Unaudited)
Cash flows from operating activities:
Net income	$	37,217		$	162,754
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		35,434			28,894
Amortization of acquired intangibles		30,854			15,140
Share-based compensation expense		14,570			13,826
Provision for operating losses and bad debts		25,595			30,228
Minority interest in earnings		36,961			8,762
Deferred income taxes		5,457			(1,151	)
Impairment of goodwill and identified intangible assets		147,664			—
Other, net		4,036			(4,345	)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable		(25,077	)		(23,957	)
Claims receivable		(17,201	)		(23,073	)
Settlement processing assets and obligations, net		60,700			38,311
Inventory		(1,653	)		(623	)
Prepaid expenses and other assets		4,438			(3,775	)
Payables to money transfer beneficiaries		3,067			2,687
Accounts payable and accrued liabilities		23,251			15,304
Income taxes payable		(2,342	)		13,432
Net cash provided by operating activities		382,971			272,414
Cash flows from investing activities:
Business and intangible asset acquisitions		(525,205	)		(18,247	)
Capital expenditures		(40,940	)		(44,974	)
Proceeds from sale of investment and contractual rights		6,888			—
Net cash used in investing activities		(559,257	)		(63,221	)
Cash flows from financing activities:
Net borrowings on lines of credit		8,647			1,527
Proceeds from term loan		200,000			—
Principal payments under term loan		(16,734	)		—
Proceeds from stock issued under share-based compensation plans		9,050			17,385
Tax benefit from share-based compensation plans		880			7,571
Repurchase of common stock		—			(87,020	)
Dividends paid		(6,417	)		(6,377	)
Contribution from minority interest holder		358			—
Distributions to minority interests		(34,299	)		(9,459	)
Net cash provided by (used in) financing activities		161,485			(76,373	)
Effect of exchange rate changes on cash		(14,324	)		14,368
(Decrease) increase in cash and cash equivalents		(29,125	)		147,188
Cash and cash equivalents, beginning of period		456,060			308,872
Cash and cash equivalents, end of period	$	426,935		$	456,060

SCHEDULE 9

CONSTANT CURRENCY SUMMARY

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(in millions, except for per share data)

	Q1 FY09 Actual		% change Q1 FY08		Q2 FY09 Actual			% change Q2 FY08		Q3 FY09 Actual			% change Q3 FY08		Q4 FY09 Actual			% change Q4 FY08		Fiscal 2009 Actual			% change FY08
Fiscal 2009 Revenue
Constant currency1	$	397	28	%	$	424		37	%	$	428		38	%	$	441		27	%	$	1,690		32	%
Foreign currency impact2		9	3	%		(23	)	(7	)%		(35	)	(11	)%		(39	)	(10	)%		(88	)	(7	)%
Total Revenues	$	406	31	%	$	401		30	%	$	393		26	%	$	402		17	%	$	1,602		26	%
Fiscal 2009 Diluted Earnings Per Share
Constant currency1	$	0.68	27	%	$	0.67		39	%	$	0.55		25	%	$	0.54		4	%	$	2.46		24	%
Foreign currency impact2		0.03	5	%		(0.07	)	(14	)%		(0.10	)	(23	)%		(0.08	)	(15	)%		(0.23	)	(12	)%
Normalized	$	0.71	32	%	$	0.60		25	%	$	0.45		2	%	$	0.46		(12	)%	$	2.23		13	%
Impairment and restructuring3		—	2	%		—		—			(1.79	)	—			—		4	%		(1.77	)	(90	)%
GAAP	$	0.71	34	%	$	0.60		25	%	$	(1.34	)	—		$	0.46		(8	)%	$	0.46		(77	)%

We supplement our reporting of total revenues and earnings per share information determined in accordance with GAAP by reporting revenues and earnings per share on a “constant currency” basis in this earnings release as a measure to help evaluate performance. We calculated revenues and earnings per share on a constant currency basis by converting our fiscal 2009 actual revenues and expenses at fiscal 2008 exchange rates. We exclude the impact of exchange rate fluctuations in order to more clearly focus on the factors we believe are pertinent to the daily management of our operations, and our management uses constant currency measures to evaluate the impact of operational business decisions. Our revenues and earnings per share reported on a constant currency basis should be considered in addition to, and not as a substitute for, revenues and earnings per share determined in accordance with GAAP. Our measures of revenues and earnings per share on a constant currency basis reflect management’s judgment of particular items, and may not be comparable to similarly titled measures reported by other companies.

¹ Reflects current period results excluding impairment charges on a pro forma basis as if foreign currency rates did not change from the comparable prior year period.

² Reflects the impact of actual and forecasted changes in foreign currency rates from the comparable prior year period.

³ For more information, please see Schedule 6 and our earnings press releases for each of these periods, which were included as exhibits to our respective Form 8-Ks furnished to the SEC.