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ACQUISITIONS

12 Months Ended

Dec. 31, 2019

The transactions described below were accounted for as business combinations, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date.

Total System Services, Inc.

On September 18, 2019, we acquired all of the outstanding common stock of TSYS. Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

Holders of TSYS common stock received 0.8101 shares of Global Payments common stock for each share of TSYS common stock they owned at the effective time of the Merger (the "Exchange Ratio"). In addition, certain TSYS equity awards held by employees who were not executive officers, pursuant to their terms, vested automatically at closing ("Single-Trigger Awards") and were converted into the right to receive a number of shares of Global Payments common stock determined based on the Exchange Ratio. Also, pursuant to the Merger Agreement, we granted equity awards for approximately 2.2 million shares of Global Payments common stock to certain TSYS equity awards holders ("Replacement Awards"). Each such Replacement Award is subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding TSYS equity award. We apportioned the fair value of the Replacement Awards between purchase consideration and amounts to be recognized in periods following the Merger as share-based compensation expense over the requisite service period of the Replacement Awards.

The purchase consideration transferred to TSYS shareholders was valued at $23.8 billion. Total purchase consideration also included the amount of borrowings outstanding under TSYS' unsecured revolving credit facility together with accrued interest and fees that we were required to repay upon consummation of the Merger.

The fair value of total purchase consideration was determined as follows (in thousands, except per share data):



Shares of TSYS common stock issued and outstanding (including Single-Trigger Awards)	177,643
Exchange Ratio	0.8101
Shares of Global Payments common stock issued to TSYS shareholders	143,909
Price per share of Global Payments common stock	$	163.74
Fair value of common stock issued to TSYS shareholders⁽¹⁾	23,563,568
Value of Replacement Awards attributable to purchase consideration	207,821
Cash paid to TSYS shareholders in lieu of fractional shares	1,352
Total purchase consideration transferred to TSYS shareholders	23,772,741
Repayment of TSYS' unsecured revolving credit facility (including accrued interest and fees)	702,212
Total purchase consideration	$	24,474,953

⁽¹⁾ Fair value of common stock issued to TSYS shareholders does not equal the product of shares of Global Payments common stock issued to TSYS shareholders and price per share of Global Payments common stock as presented in the table above due to the rounding of the number of shares in thousands.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of December 31, 2019, including a reconciliation to the total purchase consideration, were as follows (in thousands):



	Provisional Amounts at Acquisition Date			Measurement- Period Adjustments			Provisional Amounts at December 31, 2019

	(in thousands)

Cash and cash equivalents	$	446,027		$	(18	)	$	446,009
Accounts receivable	443,783			(935		)	442,848
Identified intangible assets	11,020,000			(40,000		)	10,980,000
Property and equipment	695,560			(51,476		)	644,084
Other assets	1,476,290			(1,465		)	1,474,825
Accounts payable and accrued liabilities	(594,558		)	(19,502		)	(614,060		)
Debt	(3,295,284		)	(58		)	(3,295,342		)
Deferred income tax liabilities	(2,843,643		)	155,794			(2,687,849		)
Other liabilities	(313,782		)	(633		)	(314,415		)
Total identifiable net assets	7,034,393			41,707			7,076,100
Goodwill	17,440,560			(41,707		)	17,398,853
Total purchase consideration	$	24,474,953		$	—		$	24,474,953

As of December 31, 2019, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired and liabilities assumed. We made measurement-period adjustments, as shown in the table above, that decreased the amount of provisional goodwill by $41.7 million. The effects of the measurement-period adjustments on our consolidated statement of income for the fourth quarter of 2019 were not material.

As of December 31, 2019, provisional goodwill arising from the acquisition of $17.4 billion was included in our reportable segments as follows: $7.1 billion in the Merchant Solutions segment, $7.9 billion in the Issuer Solutions segment and $2.4 billion in the Business and Consumer Solutions segment. Goodwill was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantially all of the goodwill from this acquisition will not be deductible for income tax purposes.

The following table reflects the provisional estimated fair values of the identified intangible assets of TSYS and the respective weighted-average estimated amortization periods:



	Estimated Fair Values		Weighted-Average Estimated Amortization Periods

	(in thousands)		(years)

Customer-related intangible assets	$	6,420,000	15
Contract-based intangible assets	1,800,000		18
Acquired technologies	1,810,000		7
Trademarks and trade names	950,000		11
Total estimated identified intangible assets	$	10,980,000	13

From the acquisition date through December 31, 2019, the acquired operations of TSYS contributed $1,215.0 million to our consolidated revenues and $78.7 million to operating income. Transaction costs directly related to the Merger were $68.9 million for the year ended December 31, 2019, respectively.

The following unaudited pro forma information shows the results of our operations for the years ended December 31, 2019 and 2018 as if the Merger had occurred on January 1, 2018. The unaudited pro forma information is presented for informational

purposes only and is not necessarily indicative of what would have occurred if the Merger had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of TSYS. The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and TSYS. The pro forma adjustments include:


•	incremental amortization expense associated with identified intangible assets;


•	a reduction of revenues and operating expenses associated with fair value adjustments made to acquired assets and assumed liabilities, such as contract cost assets and contract liabilities;


•	a reduction of interest expense resulting from financing of the Merger, the repayment of TSYS' secured revolving credit facility and fair value adjustments applied to TSYS debt that we assumed; and


•	the income tax effects of the pro forma adjustments.

In addition, the pro forma net income attributable to Global Payments includes recognition of transaction costs related to the Merger in earnings as of the beginning of the earliest period presented. Accordingly, pro forma net income attributable to Global Payments for the year ended December 31, 2018 includes approximately $150 million of transaction costs.



	Year Ended December 31, 2019				Year Ended December 31, 2018
	Actual		Pro Forma		Actual		Pro Forma

	(in thousands)

Total revenues	$	4,911,892	$	7,854,282	$	3,366,366	$	7,359,631
Net income attributable to Global Payments	$	430,613	$	711,658	$	452,053	$	510,795

SICOM Systems, Inc.

On October 17, 2018, we acquired SICOM Systems, Inc. ("SICOM") for total purchase consideration of $410.2 million, which we funded with cash on hand and incremental debt. SICOM is a provider of end-to-end enterprise, cloud-based software solutions and other technologies to quick service restaurants and food service management companies. Prior to the acquisition, SICOM was indirectly owned by a private equity investment firm where one of our board members was a partner and investor. His direct interest in the transaction was approximately $1.1 million, the amount distributed to him based on his investment interest in the fund of the private equity firm that sold SICOM to us. Based on consideration of all relevant information, the audit committee of our board of directors recommended that the board approve the acquisition of SICOM, which it did.

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:



	Provisional Amounts at December 31, 2018			Measurement- Period Adjustments			Final

	(in thousands)

Cash and cash equivalents	$	7,540		$	—		$	7,540
Property and equipment	5,943			(105		)	5,838
Identified intangible assets	188,294			—			188,294
Other assets	22,278			(3		)	22,275
Deferred income tax liabilities	(48,448		)	838			(47,610		)
Other liabilities	(31,250		)	(100		)	(31,350		)
Total identifiable net assets	144,357			630			144,987
Goodwill	264,844			370			265,214
Total purchase consideration	$	409,201		$	1,000		$	410,201

Goodwill arising from the acquisition of $265.2 million, included in the Merchant Solutions segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that approximately $40.0 million of the goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of SICOM and the respective weighted-average estimated amortization periods:



	Estimated Fair Values		Weighted-Average Estimated Amortization Periods

	(in thousands)		(years)

Customer-related intangible assets	$	104,900	14
Acquired technologies	65,312		6
Trademarks and trade names	11,202		5
Contract-based intangible assets	6,880		5
Total estimated acquired intangible assets	$	188,294	10

AdvancedMD

On September 4, 2018, we acquired AdvancedMD, Inc. ("AdvancedMD") for total purchase consideration of $706.9 million, which we funded with cash on hand and incremental debt. AdvancedMD is a provider of cloud-based enterprise software solutions to small-to-medium sized ambulatory-care physician practices.

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:



	Provisional Amounts at December 31, 2018			Measurement- Period Adjustments			Final

	(in thousands)

Cash and cash equivalents	$	7,657		$	—		$	7,657
Property and equipment	5,672			—			5,672
Identified intangible assets	419,500			—			419,500
Other assets	11,958			(173		)	11,785
Deferred income tax liabilities	(98,979		)	4,935			(94,044		)
Other liabilities	(15,624		)	(23		)	(15,647		)
Total identifiable net assets	330,184			4,739			334,923
Goodwill	376,701			(4,739		)	371,962
Total purchase consideration	$	706,885		$	—		$	706,885

Goodwill arising from the acquisition of $372.0 million, included in the Merchant Solutions segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that substantially all of the goodwill from this acquisition will not be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of AdvancedMD and the respective weighted-average estimated amortization periods:



	Estimated Fair Values		Weighted-Average Estimated Amortization Periods

	(in thousands)		(years)

Customer-related intangible assets	$	303,100	11
Acquired technologies	83,700		5
Trademarks and trade names	32,700		15
Total estimated identified intangible assets	$	419,500	10

ACTIVE Network

We acquired the communities and sports divisions of Athlaction Topco, LLC ("ACTIVE Network") on September 1, 2017, for total purchase consideration of $1.2 billion. ACTIVE Network delivers cloud-based enterprise software, including payment technology solutions, to event organizers in the communities and health and fitness markets.

The following table summarizes the cash and noncash components of the consideration transferred on September 1, 2017 (in thousands):



Cash consideration paid to ACTIVE Network stockholders	$	599,497
Fair value of Global Payments common stock issued to ACTIVE Network stockholders	572,079
Total purchase consideration	$	1,171,576

We funded the cash consideration with cash on hand and incremental debt. The acquisition-date fair value of 6,357,509 shares of our common stock issued to the sellers was determined based on the share price of our common stock as of the acquisition date and the effect of certain transfer restrictions.

The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows (in thousands):



Cash and cash equivalents	$	42,913
Property and equipment	21,852
Identified intangible assets	410,545
Other assets	87,143
Deferred income taxes	(27,640		)
Other liabilities	(147,481		)
Total identifiable net assets	387,332
Goodwill	784,244
Total purchase consideration	$	1,171,576

Goodwill of $784.2 million arising from the acquisition, included in the Merchant Solutions segment, was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining our existing businesses. We expect that approximately 80% of the goodwill will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets and the respective weighted-average estimated amortization periods:



	Estimated Fair Values		Weighted-Average Estimated Amortization Periods

	(in thousands)		(years)

Customer-related intangible assets	$	189,000	17
Acquired technologies	153,300		9
Trademarks and trade names	59,400		15
Contract-based intangible assets	8,845		3
Total estimated acquired intangible assets	$	410,545	13

Valuation of Identified Intangible Assets

For the acquisitions discussed above, the estimated fair values of customer-related and contract-based intangible assets were generally determined using the income approach, which was based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used represented the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Acquired technologies were valued using the replacement cost method, which required us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names were valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.