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): January 7, 2010

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 January 7, 2010, Global Payments Inc., a Georgia corporation, issued a press release announcing its financial results for the fiscal second quarter and six months ended November 30, 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 January 7, 2010

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: January 7, 2010	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 Second Quarter Earnings

ATLANTA, January 7, 2010 — Global Payments Inc. (NYSE: GPN) today announced results for its fiscal second quarter ended November 30, 2009. For the second quarter, revenues grew 12% to $409.0 million compared to $365.9 million in the prior year. Diluted earnings per share from continuing operations grew 25% to $0.71 compared to $0.57 in the prior year (See Schedule 2 for financial results from continuing operations).

Chairman and CEO, Paul R. Garcia, stated, “Despite challenging macroeconomic conditions, we reported solid financial performance this quarter, driven by strong growth in our U.S. ISO channel and continued successful execution in our International businesses.

“Based on our current outlook for continuing operations, we expect fiscal 2010 annual revenue of $1,580 million to $1,615 million, or 8% to 10% growth over fiscal 2009, and we are increasing our fiscal 2010 diluted EPS expectations to $2.35 to $2.46, reflecting 12% to 17% growth over fiscal 2009 EPS,” said Garcia.

As a result of the company’s recently announced divestiture of its Money Transfer business, the company has classified and reported Money Transfer as discontinued operations in its financial statements.

Conference Call

Global Payments will hold a conference call today, January 7, 2010 at 4:30 p.m. EST 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 in North America may dial 1-888-204-4317 and callers outside North America may dial

—More—

GPN Reports Second Quarter Earnings

January 7, 2010

Page 2

1-913-312-0963. The pass code is “GPN.” A replay of the call may be accessed through the Global Payments’ Web site through January 21, 2010.

Global Payments Inc. (NYSE:GPN) is a leading provider of electronic transaction processing services for 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. 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 the divestiture of the Money Transfer business and future performance and integration of recent 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.

###

SCHEDULE 1

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Three Months Ended November 30,								Six Months Ended November 30,
	2009			2008			% Change		2009			2008			% Change
Revenues	$	408,951		$	365,884		12	%	$	818,882		$	734,844		11	%
Operating expenses:
Cost of service		144,881			131,144		10	%		286,084			250,630		14	%
Sales, general and administrative		175,368			156,858		12	%		354,853			317,713		12	%
		320,249			288,002		11	%		640,937			568,343		13	%
Operating income		88,702			77,882		14	%		177,945			166,501		7	%
Other income (expense):
Interest and other income		690			1,936		(64	)%		1,380			5,219		(74	)%
Interest and other expense		(4,423	)		(1,799	)	146	%		(8,564	)		(4,070	)	110	%
		(3,733	)		137		NM			(7,184	)		1,149		NM
Income from continuing operations before income taxes		84,969			78,019		9	%		170,761			167,650		2	%
Provision for income taxes		(23,655	)		(20,813	)	14	%		(49,191	)		(47,498	)	4	%
Income from continuing operations		61,314			57,206		7	%		121,570			120,152		1	%
Income from discontinued operations, net of tax		4,868			3,040		60	%		7,056			5,942		19	%
Net income including noncontrolling interests		66,182			60,246		10	%		128,626			126,094		2	%
Less: Net income attributable to noncontrolling interests, net of tax		(3,347	)		(11,339	)	(70	)%		(7,960	)		(19,660	)	(60	)%
Net income attributable to Global Payments	$	62,835		$	48,907		28	%	$	120,666		$	106,434		13	%
Amounts attributable to Global Payments:
Income from continuing operations	$	57,967		$	45,867		26	%	$	113,610		$	100,492		13	%
Income from discontinued operations, net of tax		4,868			3,040		60	%		7,056			5,942		19	%
Net income attributable to Global Payments	$	62,835		$	48,907		28	%	$	120,666		$	106,434		13	%
Basic earnings per share attributable to Global Payments:
Income from continuing operations	$	0.71		$	0.57		25	%	$	1.40		$	1.26		12	%
Income from discontinued operations, net of tax		0.06			0.04		58	%		0.09			0.07		17	%
Net income	$	0.77		$	0.61		27	%	$	1.49		$	1.33		12	%
Diluted earnings per share attributable to Global Payments:
Income from continuing operations	$	0.71		$	0.57		25	%	$	1.39		$	1.24		12	%
Income from discontinued operations, net of tax		0.05			0.03		67	%		0.09			0.07		23	%
Net income	$	0.76		$	0.60		27	%	$	1.48		$	1.31		12	%
Weighted average shares outstanding1:
Basic		81,236			80,228					80,890			80,037
Diluted		82,188			81,157					81,786			81,147

¹ Pursuant to the retrospective adoption of FASB guidance on participating securities (ASC 260-10-45-40), basic and diluted weighted average shares outstanding have been increased by 493 and 25, respectively for the three months ended November 30, 2008, and 439 and 29, respectively for the six months ended November 30, 2008.

NM - Not Meaningful

SCHEDULE 2

INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO GLOBAL PAYMENTS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands, except per share data)

	Three Months Ended November 30,								Six Months Ended November 30,
	2009			2008			% Change		2009			2008			% Change
Revenues	$	408,951		$	365,884		12	%	$	818,882		$	734,844		11	%
Operating expenses:
Cost of service		144,881			131,144		10	%		286,084			250,630		14	%
Sales, general and administrative		175,368			156,858		12	%		354,853			317,713		12	%
		320,249			288,002		11	%		640,937			568,343		13	%
Operating income		88,702			77,882		14	%		177,945			166,501		7	%
Other income (expense):
Interest and other income		690			1,936		(64	)%		1,380			5,219		(74	)%
Interest and other expense		(4,423	)		(1,799	)	146	%		(8,564	)		(4,070	)	110	%
		(3,733	)		137		NM			(7,184	)		1,149		NM
Income from continuing operations before income taxes		84,969			78,019		9	%		170,761			167,650		2	%
Provision for income taxes		(23,655	)		(20,813	)	14	%		(49,191	)		(47,498	)	4	%
Income from continuing operations including noncontrolling interests		61,314			57,206		7	%		121,570			120,152		1	%
Less: Net income attributable to noncontrolling interests, net of tax		(3,347	)		(11,339	)	(70	)%		(7,960	)		(19,660	)	(60	)%
Net income from continuing operations attributable to Global Payments	$	57,967		$	45,867		26	%	$	113,610		$	100,492		13	%
Basic earnings per share	$	0.71		$	0.57		25	%	$	1.40		$	1.26		12	%
Diluted earnings per share	$	0.71		$	0.57		25	%	$	1.39		$	1.24		12	%
Weighted average shares outstanding:
Basic		81,236			80,228					80,890			80,037
Diluted		82,188			81,157					81,786			81,147

NM - Not Meaningful

SCHEDULE 3

SEGMENT INFORMATION CONTINUING OPERATIONS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Three Months Ended November 30,								Six Months Ended November 30,
	2009			2008			% Change		2009			2008			% Change
Revenues:
United States	$	220,934		$	192,149		15	%	$	443,699		$	392,845		13	%
Canada		78,236			78,633		(1	)%		159,461			164,577		(3	)%
North America Merchant Services		299,170			270,782		10	%		603,160			557,422		8	%
Europe		84,143			71,170		18	%		164,610			132,772		24	%
Asia-Pacific		25,638			23,932		7	%		51,112			44,650		14	%
International Merchant Services		109,781			95,102		15	%		215,722			177,422		22	%
Total Revenues	$	408,951		$	365,884		12	%	$	818,882		$	734,844		11	%
Operating Income:
North America Merchant Services	$	73,643		$	72,431		2	%	$	149,564		$	155,500		(4	)%
International Merchant Services		30,750			20,963		47	%		59,499			41,365		44	%
Corporate		(15,691	)		(15,512	)	1	%		(31,118	)		(30,364	)	2	%
Operating Income	$	88,702		$	77,882		14	%	$	177,945		$	166,501		7	%

SCHEDULE 4

CONSOLIDATED BALANCE SHEETS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	November 30, 2009		May 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	1,090,847	$	426,935
Accounts receivable, net of allowances for doubtful accounts of $337 and $553, respectively		131,690		122,831
Claims receivable, net of allowance for losses of $4,150 and $4,026, respectively		833		607
Settlement processing assets		8,657		6,675
Inventory, net of obsolescence reserves of $761 and $653, respectively		12,858		5,914
Deferred income taxes		2,591		3,789
Assets of discontinued operations		123,351		—
Prepaid expenses and other current assets		20,267		28,437
Total current assets		1,391,094		595,188
Property and equipment, net of accumulated depreciation of $118,170 and $121,189, respectively		174,692		176,226
Goodwill		599,872		625,120
Other intangible assets, net of accumulated amortization of $132,442 and $189,560, respectively		225,211		258,094
Deferred income taxes		95,733		—
Other		23,246		22,193
Total assets	$	2,509,848	$	1,676,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Lines of credit	$	9,823	$	10,174
Notes payable - current portion		109,138		29,393
Payables to money transfer beneficiaries		—		12,343
Accounts payable and accrued liabilities		169,417		167,700
Settlement processing obligations		732,023		106,934
Liabilities of discontinued operations		23,437		—
Income taxes payable		8,171		9,633
Total current liabilities		1,052,009		336,177
Notes payable		341,978		167,610
Deferred income taxes		62,112		76,405
Other long-term liabilities		25,125		19,009
Total liabilities		1,481,224		599,201
Commitments and contingencies
Redeemable noncontrolling interest		96,613		399,377
Shareholders’ equity:
Preferred stock, no par value; 5,000,000 shares authorized and none issued		—		—
Common stock, no par value; 200,000,000 shares authorized; 81,473,144 and 80,445,009 shares issued and outstanding at November 30, 2009 and May 31, 2009, respectively		—		—
Paid-in capital		434,728		405,241
Retained earnings		467,476		273,090
Accumulated other comprehensive income		19,203		(10,901	)
Total Global Payments Inc. shareholders’ equity		921,407		667,430
Noncontrolling interest		10,604		10,813
Total equity		932,011		678,243
Total liabilities and equity	$	2,509,848	$	1,676,821

Presentation of prior year amounts have been adjusted to retrospectively conform with FASB guidance on noncontrolling interests.

SCHEDULE 5

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)

	Six Months Ended November 30,
	2009			2008
Cash flows from operating activities:
Net income including noncontrolling interests	$	128,626		$	126,094
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		17,441			19,446
Amortization of acquired intangibles		16,264			15,654
Share-based compensation expense		7,433			7,154
Provision for operating losses and bad debts		13,152			11,814
Deferred income taxes		(18,091	)		467
Estimated loss on disposal of discontinued operations		15,850			—
Other, net		(151	)		349
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable		(7,869	)		(13,210	)
Claims receivable		(8,052	)		(9,872	)
Settlement processing assets and obligations, net		617,802			36,994
Inventory		(7,274	)		(1,184	)
Prepaid expenses and other assets		2,299			4,263
Payables to money transfer beneficiaries		(5,082	)		2,968
Accounts payable and accrued liabilities		13,642			(1,461	)
Income taxes payable		(768	)		1,021
Net cash provided by operating activities		785,222			200,497
Cash flows from investing activities:
Business and intangible asset acquisitions		(17,059	)		(454,265	)
Capital expenditures		(20,677	)		(17,396	)
Net increase in financing receivables		(501	)		—
Proceeds from sale of investment and contractual rights		253			6,956
Net cash used in investing activities		(37,984	)		(464,705	)
Cash flows from financing activities:
Net (repayments) borrowings on lines of credit		(351	)		5,047
Proceeds from issuance of notes payable		302,487			200,000
Acquisition of redeemable noncontrolling interests		(307,675	)		—
Principal payments under notes payable		(49,509	)		(5,000	)
Proceeds from stock issued under share-based compensation plans		18,017			6,420
Tax benefit from share-based compensation plans		4,037			1,749
Dividends paid		(3,245	)		(3,210	)
Contribution from noncontrolling interest holder		—			358
Distribution to noncontrolling interests		(16,258	)		(11,718	)
Net cash (used in) provided by financing activities		(52,497	)		193,646
Effect of exchange rate changes on cash		6,522			(29,264	)
Increase (decrease) in cash and cash equivalents		701,263			(99,826	)
Cash and cash equivalents, beginning of period		426,935			456,060
Cash and cash equivalents of discontinued operations		(37,351	)		—
Cash and cash equivalents, end of period	$	1,090,847		$	356,234

Presentation of prior year amounts have been adjusted to retrospectively conform with FASB guidance on noncontrolling interests.

SCHEDULE 6

CONSTANT CURRENCY SUMMARY

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In millions, except per share data)

	Q2 FY10 Actual		% change Q2 FY09		YTDFY10 Actual			% change YTD FY09
Fiscal 2010 Revenues
Constant currency1	$	404	11	%	$	835		14	%
Foreign currency impact2		5	1	%		(16	)	(3	)%
Revenues from continuing operations	$	409	12	%	$	819		11	%
Fiscal 2010 Diluted Earnings Per Share
Constant currency1	$	0.68	20	%	$	1.43		15	%
Foreign currency impact2		0.03	5	%		(0.04	)	(3	)%
Diluted EPS from continuing operations	$	0.71	25	%	$	1.39		12	%

We supplemented our reporting of total revenues and earnings per share information determined in accordance with GAAP by reporting revenues and earnings per share for fiscal 2010 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 2010 actual revenues and expenses at fiscal 2009 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 on a pro forma basis as if foreign currency rates did not change from the comparable prior year period.

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

SCHEDULE 7

RECONCILIATION OF CONTINUING OPERATIONS TO FISCAL YEAR 2009

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

For Year Ended May 31, (in millions, except per share data)	2009 Actual		2010 Expectations				2010 Growth Rates
	(Unaudited)
Revenues	$	1,602	$	1,705	$	1,740	6	%	9	%
Money Transfer - discontinued operations		139		125		125	(10	)%	(10	)%
Adjusted Revenues	$	1,463	$	1,580	$	1,615	8	%	10	%
Diluted earnings per share as previously reported	$	0.46		—		—	—		—
Diluted loss per share as a result of impairment - discontinued ops1	$	1.77		—		—	—		—
Normalized diluted earnings per share	$	2.23	$	2.47	$	2.58	11	%	16	%
Normalized earnings from Money Transfer - discontinued operations		0.13		0.12		0.12	(8	)%	(8	)%
Diluted earnings from continuing operations per share	$	2.10	$	2.35	$	2.46	12	%	17	%

As a result of the agreement to sell the money transfer businesses, ASC 205-20, Discontinued Operations requires classification of the money transfer businesses as held for sale and the results of operations as discontinued. Previously reported results will be reclassified in future financial statements. The earnings per share calculation above reflects this reclassification.

¹ Impairment charges consist of goodwill and other intangible asset impairments in the Money Transfer segment. Also reflects the related income tax benefit and share dilution. This impairment will be included in discontinued operations along with the earnings from Money Transfer for a GAAP diluted loss from discontinued operations per share of $1.64.