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): March 31, 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 March 31, 2010, Global Payments Inc., a Georgia corporation, issued a press release announcing its financial results for the fiscal third quarter and nine months ended February 28, 2010. 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 March 31, 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: March 31, 2010	By:	/S/    DAVID E. MANGUM
		David E. Mangum
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Contact: Jane M. Elliott

770-829-8234 Voice

770-829-8267 Fax

investor.relations@globalpay.com

Global Payments Reports Third Quarter Earnings

ATLANTA, March 31, 2010 — Global Payments Inc. (NYSE: GPN) today announced results for its fiscal third quarter ended February 28, 2010. For the third quarter, revenues grew 11% to $398.5 million compared to $359.5 million in the prior year. Diluted earnings per share from continuing operations grew 35% to $0.58 compared to $0.43 in the prior year (See Schedule 2 for financial results from continuing operations).

Chairman and CEO, Paul R. Garcia, stated, “I am pleased with our results for the quarter which include a lift from foreign currency translation. On a constant currency basis, we delivered solid revenue and diluted earnings per share growth of 6% and 18%, respectively.⁽¹⁾ This demonstrates strong financial performance despite a challenging, albeit improving, macroeconomic environment. These results were driven by steady growth in our U.S. ISO channel, continued successful execution in our international businesses and a better than expected effective tax rate.

“Based on our current outlook for continuing operations, we are increasing our fiscal 2010 annual revenue expectations to $1,615 million to $1,625 million, or 10% to 11% growth over fiscal 2009, and we are increasing our fiscal 2010 diluted EPS expectations to $2.49 to $2.54, reflecting 19% to 21% growth over fiscal 2009 EPS,” said Garcia.

—More—

GPN Reports Third Quarter Earnings

March 31, 2010

Page 2

Conference Call

Global Payments will hold a conference call today, March 31, 2010 at 4:30 p.m. ET 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 1-888-609-5666 and callers outside North America may dial
1-913-312-6664. The pass code is “GPN.” A replay of the call may be accessed through the Global Payments’ Web site through April 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, 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. Visit www.globalpaymentsinc.com for more information about the company and its services.

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 worldwide 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.

###

⁽¹⁾ Please see Schedule 6.

SCHEDULE 1

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

	Three Months Ended February 28,								Nine Months Ended February 28,
(In thousands, except per share data)	2010			2009			% Change		2010			2009			% Change
Revenues	$	398,535		$	359,528		11	%	$	1,217,418		$	1,094,372		11	%
Operating expenses:
Cost of service		146,202			124,001		18	%		432,287			374,631		15	%
Sales, general and administrative		178,484			173,144		3	%		533,337			490,857		9	%
		324,686			297,145		9	%		965,624			865,488		12	%
Operating income		73,849			62,383		18	%		251,794			228,884		10	%
Other income (expense):
Interest and other income		1,319			1,135		16	%		2,699			6,354		-58	%
Interest and other expense		(4,141	)		(2,287	)	81	%		(12,704	)		(6,357	)	100	%
		(2,822	)		(1,152	)	145	%		(10,005	)		(3	)	NM
Income from continuing operations before income taxes		71,027			61,231		16	%		241,789			228,881		6	%
Provision for income taxes		(20,298	)		(18,531	)	10	%		(69,489	)		(66,029	)	5	%
Income from continuing operations		50,729			42,700		19	%		172,300			162,852		6	%
Income (loss) from discontinued operations, net of tax		722			(141,418	)	NM			7,778			(135,476	)	NM
Net income (loss) including noncontrolling interests		51,451			(98,718	)	NM			180,078			27,376		558	%
Less: Net income attributable to noncontrolling interests, net of tax		(2,990	)		(8,058	)	(63	)%		(10,951	)		(27,718	)	(60	)%
Net income (loss) attributable to Global Payments	$	48,461		$	(106,776	)	NM		$	169,127		$	(342	)	NM
Amounts attributable to Global Payments:
Income from continuing operations	$	47,739		$	34,642		38	%	$	161,349		$	135,134		19	%
Income (loss) from discontinued operations, net of tax		722			(141,418	)	NM			7,778			(135,476	)	NM
Net income (loss) attributable to Global Payments	$	48,461		$	(106,776	)	NM		$	169,127		$	(342	)	NM
Basic earnings per share attributable to Global Payments:
Income from continuing operations	$	0.59		$	0.43		37	%	$	1.99		$	1.69		18	%
Income (loss) from discontinued operations, net of tax		0.01			(1.76	)	NM			0.10			(1.69	)	NM
Net income (loss)	$	0.60		$	(1.33	)	NM		$	2.09		$	—		NM
Diluted earnings per share attributable to Global Payments:
Income from continuing operations	$	0.58		$	0.43		35	%	$	1.96		$	1.67		17	%
Income (loss) from discontinued operations, net of tax		0.01			(1.75	)	NM			0.10			(1.67	)	NM
Net income (loss)	$	0.59		$	(1.32	)	NM		$	2.06		$	—		NM
Weighted average shares outstanding1:
Basic		81,539			80,333					81,102			80,129
Diluted		82,636			80,948					82,181			81,077

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 498 and 17, respectively for the three months ended February 28, 2009, and 453 and 22, respectively for the nine months ended February 28, 2009.

NM - Not Meaningful

SCHEDULE 2

INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO GLOBAL PAYMENTS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

	Three Months Ended February 28,								Nine Months Ended February 28,
(In thousands, except per share data)	2010			2009			% Change		2010			2009			% Change
Revenues	$	398,535		$	359,528		11	%	$	1,217,418		$	1,094,372		11	%
Operating expenses:
Cost of service		146,202			124,001		18	%		432,287			374,631		15	%
Sales, general and administrative		178,484			173,144		3	%		533,337			490,857		9	%
		324,686			297,145		9	%		965,624			865,488		12	%
Operating income		73,849			62,383		18	%		251,794			228,884		10	%
Other income (expense):
Interest and other income		1,319			1,135		16	%		2,699			6,354		(58	)%
Interest and other expense		(4,141	)		(2,287	)	81	%		(12,704	)		(6,357	)	100	%
		(2,822	)		(1,152	)	145	%		(10,005	)		(3	)	NM
Income from continuing operations before income taxes		71,027			61,231		16	%		241,789			228,881		6	%
Provision for income taxes		(20,298	)		(18,531	)	10	%		(69,489	)		(66,029	)	5	%
Income from continuing operations including noncontrolling interests		50,729			42,700		19	%		172,300			162,852		6	%
Less: Net income attributable to noncontrolling interests, net of tax		(2,990	)		(8,058	)	(63	)%		(10,951	)		(27,718	)	(60	)%
Net income from continuing operations attributable to Global Payments	$	47,739		$	34,642		38	%	$	161,349		$	135,134		19	%
Basic earnings per share	$	0.59		$	0.43		37	%	$	1.99		$	1.69		18	%
Diluted earnings per share	$	0.58		$	0.43		35	%	$	1.96		$	1.67		17	%
Weighted average shares outstanding:
Basic		81,539			80,333					81,102			80,129
Diluted		82,636			80,948					82,181			81,077

NM - Not Meaningful

SCHEDULE 3

SEGMENT INFORMATION CONTINUING OPERATIONS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

	Three Months Ended February 28,								Nine Months Ended February 28,
(In thousands)	2010			2009			% Change		2010			2009			% Change
Revenues:
United States	$	216,168		$	206,237		5	%	$	659,868		$	599,082		10	%
Canada		77,092			68,201		13	%		236,552			232,779		2	%
North America Merchant Services		293,260			274,438		7	%		896,420			831,861		8	%
Europe		78,174			62,110		26	%		242,785			194,881		25	%
Asia-Pacific		27,101			22,980		18	%		78,213			67,630		16	%
International Merchant Services		105,275			85,090		24	%		320,998			262,511		22	%
Total Revenues	$	398,535		$	359,528		11	%	$	1,217,418		$	1,094,372		11	%
Operating Income:
North America Merchant Services	$	60,855		$	57,909		5	%	$	210,419		$	213,409		(1	)%
International Merchant Services		28,853			20,771		39	%		88,353			62,136		42	%
Corporate		(15,859	)		(16,297	)	3	%		(46,978	)		(46,661	)	(1	)%
Operating Income	$	73,849		$	62,383		18	%	$	251,794		$	228,884		10	%

SCHEDULE 4

CONSOLIDATED BALANCE SHEETS

GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(In thousands)	February 28, 2010			May 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	589,620		$	426,935
Accounts receivable, net of allowances for doubtful accounts of $378 and $553, respectively		121,839			122,831
Claims receivable, net of allowance for losses of $4,070 and $4,026, respectively		809			607
Settlement processing assets		11,202			6,675
Inventory, net of obsolescence reserves of $795 and $653, respectively		12,146			5,914
Deferred income taxes		2,607			3,789
Assets of discontinued operations		141,298			—
Prepaid expenses and other current assets		21,732			28,437
Total current assets		901,253			595,188
Property and equipment, net of accumulated depreciation of $111,385 and $121,189, respectively		178,549			176,226
Goodwill		577,218			625,120
Other intangible assets, net of accumulated amortization of $138,472 and $189,560, respectively		210,309			258,094
Deferred income taxes		89,850			—
Other		22,489			22,193
Total assets	$	1,979,668		$	1,676,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Lines of credit	$	10,513		$	10,174
Notes payable - current portion		139,976			29,393
Payables to money transfer beneficiaries		—			12,343
Accounts payable and accrued liabilities		176,423			167,700
Settlement processing obligations		170,737			106,934
Liabilities of discontinued operations		32,738			—
Income taxes payable		12,291			9,633
Total current liabilities		542,678			336,177
Notes payable		307,298			167,610
Deferred income taxes		59,133			76,405
Other long-term liabilities		26,326			19,009
Total liabilities		935,435			599,201
Commitments and contingencies
Redeemable noncontrolling interest		99,038			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; 81,597,227 and 80,445,009 shares issued and outstanding at February 28, 2010 and May 31, 2009, respectively		—			—
Paid-in capital		442,362			405,241
Retained earnings		513,068			273,090
Accumulated other comprehensive loss		(20,438	)		(10,901	)
Total Global Payments Inc. shareholders’ equity		934,992			667,430
Noncontrolling interest		10,203			10,813
Total equity		945,195			678,243
Total liabilities and equity	$	1,979,668		$	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

	Nine Months Ended February 28,
(In thousands)	2010			2009
Cash flows from operating activities:
Net income including noncontrolling interests	$	180,078		$	27,376
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		25,798			27,175
Amortization of acquired intangibles		24,627			23,222
Share-based compensation expense		11,843			10,954
Provision for operating losses and bad debts		18,713			20,256
Deferred income taxes		(21,023	)		(3,419	)
Estimated loss on disposal of discontinued operations		15,770			—
Impairment of identified intangible assets		—			147,664
Other, net		947			(87	)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable		1,942			(8,856	)
Claims receivable		(11,552	)		(13,879	)
Settlement processing assets and obligations, net		51,930			28,818
Inventory		(6,785	)		(2,314	)
Prepaid expenses and other assets		(2,474	)		6,832
Payables to money transfer beneficiaries		(532	)		(446	)
Accounts payable and accrued liabilities		25,607			2,692
Income taxes payable		3,308			2,789
Net cash provided by operating activities		318,197			268,777
Cash flows from investing activities:
Business and intangible asset acquisitions		(17,059	)		(454,279	)
Capital expenditures		(36,520	)		(25,458	)
Net increase in financing receivables		(649	)		—
Proceeds from sale of investment and contractual rights		297			6,796
Net cash used in investing activities		(53,931	)		(472,941	)
Cash flows from financing activities:
Net borrowings on lines of credit		339			2,583
Proceeds from issuance of notes payable		304,964			200,000
Principal payments under notes payable		(50,958	)		(10,000	)
Acquisition of redeemable noncontrolling interests		(307,675	)		—
Proceeds from stock issued under share-based compensation plans		20,699			7,961
Tax benefit from share-based compensation plans		4,579			2,421
Dividends paid		(4,877	)		(4,808	)
Contribution from noncontrolling interest holder		—			358
Distribution to noncontrolling interests		(18,461	)		(23,258	)
Net cash (used in) provided by financing activities		(51,390	)		175,257
Effect of exchange rate changes on cash		1,965			(39,560	)
Increase (decrease) in cash and cash equivalents		214,841			(68,467	)
Cash and cash equivalents, beginning of period		426,935			456,060
Cash and cash equivalents of discontinued operations		(52,156	)		—
Cash and cash equivalents, end of period	$	589,620		$	387,593

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)	Q3 FY10 Actual		% change Q3 FY09		YTD FY10 Actual		% change YTD FY09
Fiscal 2010 Revenues
Constant currency1	$	381	6	%	$	1,215	11	%
Foreign currency impact2		18	5	%		2	0	%
Revenues from continuing operations	$	399	11	%	$	1,217	11	%
Fiscal 2010 Diluted Earnings Per Share
Constant currency1	$	0.51	18	%	$	1.92	16	%
Foreign currency impact2		0.07	17	%		0.04	1	%
Diluted EPS from continuing operations	$	0.58	35	%	$	1.96	17	%

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		—		—	—		—
Money Transfer - discontinued operations		139		—		—	—		—
Adjusted Revenues	$	1,463	$	1,615	$	1,625	10	%	11	%
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		—		—	—		—
Normalized earnings from Money Transfer - discontinued operations		0.13		—		—	—		—
Diluted earnings from continuing operations per share	$	2.10	$	2.49	$	2.54	19	%	21	%

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.