ACQUISITIONS

9 Months Ended

Sep. 30, 2020

Total System Services, Inc.

On September 18, 2019, we merged with Total System Services, Inc. ("TSYS") (the "Merger"). We accounted for this transaction as a business combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. 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, 2019		Measurement-Period Adjustments		Final Amounts at September 30, 2020

	(in thousands)

Cash and cash equivalents	$	446,009	$	—	$	446,009
Accounts receivable	442,848		(2,660)		440,188
Identified intangible assets	10,980,000		978		10,980,978
Property and equipment	644,084		(978)		643,106
Other assets	1,474,825		(2,969)		1,471,856
Accounts payable and accrued liabilities	(614,060)		(11,899)		(625,959)
Debt	(3,295,342)		4,787		(3,290,555)
Deferred income tax liabilities	(2,687,849)		52,598		(2,635,251)
Other liabilities	(314,415)		(173)		(314,588)
Total identifiable net assets	7,076,100		39,684		7,115,784
Goodwill	17,398,853		(39,684)		17,359,169
Total purchase consideration	$	24,474,953	$	—	$	24,474,953

During the nine months ended September 30, 2020, we made measurement-period adjustments, as shown in the table above, that decreased the amount of provisional goodwill by $39.7 million. The decrease in deferred income tax liabilities for the nine months ended September 30, 2020 primarily relates to a refined analysis of the outside bases of partnerships. The effects of the measurement-period adjustments on our consolidated statements of income for the three and nine months ended September 30, 2020 were not material.

As of September 30, 2020, 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. Substantially all of the goodwill from this acquisition is not deductible for income tax purposes.

The following unaudited pro forma information shows the results of our operations for the three and nine months ended September 30, 2019 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 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.


	Three Months Ended September 30, 2019				Nine Months Ended September 30, 2019
	Actual		Pro Forma		Actual		Pro Forma

	(in thousands)

Total revenues	$	1,105,941	$	1,993,089	$	2,924,131	$	5,866,522
Net income attributable to Global Payments	$	95,044	$	219,010	$	327,842	$	614,317

For the three and nine months ended September 30, 2020, the acquired operations of TSYS contributed $1,067.2 million and $3,119.2 million, respectively, to our consolidated revenues and $165.8 million and $385.1 million, respectively, to our consolidated operating income.

At September 30, 2020, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $26.3 million for employee termination benefits resulting from Merger-related integration activities. During the three months ended September 30, 2020, we recognized charges for employee termination benefits of $8.1 million, which included $1.9 million of share-based compensation expense. During the nine months ended September 30, 2020, we recognized charges for employee termination benefits of $49.8 million, which included $6.1 million of share-based compensation expense. As of September 30, 2020, the cumulative amount of recognized charges for employee termination benefits resulting from Merger-related integration activities was $106.9 million, which included $23.4 million of share-based compensation expense. These charges are recorded within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes. New obligations may arise and related expenses may be incurred as Merger-related integration activities continue over the next 12 months.