As previously announced, on May 27, 2019, Global Payments Inc. (“Global Payments”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Total System Services, Inc. (“TSYS”), pursuant to which TSYS will merge with and into Global Payments (the “Merger”), with Global Payments as the surviving
entity in the Merger. The Merger is currently expected to close in the fourth quarter of 2019, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement.
Global Payments is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K, TSYS’
audited consolidated financial statements as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016; (ii) as Exhibit 99.2, TSYS’ interim unaudited consolidated financial statements as of
June 30, 2019 and for the three and six months ended June 30, 2019 and 2018; (iii) as Exhibit 99.3, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TSYS for the year ended December 31,
2018; (iv) as Exhibit 99.4, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TSYS for the three and six months ended June 30, 2019; (v) as Exhibit 99.5, information related to TSYS’ business and
operations and information related to certain material regulatory matters related to TSYS’ business; (vi) as Exhibit 99.6, information related to certain material risks related to TSYS’ business, operations and financial condition;
(vii) as Exhibit 99.7, the unaudited pro forma condensed combined financial statements of Global Payments and TSYS, including (a) the unaudited pro forma condensed combined consolidated statement of income of Global Payments and TSYS for
the six months ended June 30, 2019, giving effect to the Merger as if it had occurred on January 1, 2018, and the unaudited pro forma condensed combined consolidated balance sheet of Global Payments and TSYS as of June 30, 2019,
giving effect to the Merger as if it had occurred on June 30, 2019, and (b) for the year ended December 31, 2018, the unaudited pro forma condensed combined consolidated statement of income of Global Payments and TSYS for the year
ended December 31, 2018, giving effect to the Merger as if it had occurred on January 1, 2018; and (viii) as Exhibit 23.1, the consent of KPMG LLP, independent registered public accounting firm of TSYS.
This Current Report on Form 8-K does not modify or update the consolidated financial statements of
Global Payments included in Global Payments’ Annual Report on Form 10-K for the year ended December 31, 2018, nor does it reflect any subsequent information or events. The information referenced in
items (i)–(vi) above was previously disclosed by TSYS in its reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.
Forward-Looking Statements
Certain of
the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are
based on current expectations, estimates and projections about the industry and markets in which TSYS and Global Payments operate and beliefs of and assumptions made by TSYS management and Global Payments management, involve uncertainties that could
significantly affect the financial condition, results of operations, business plans and the future performance of TSYS, Global Payments or the combined company. Words such as “believes,” “anticipates,” “expects,”
“intends,” “targeted,” “estimates,” “forecasts,” “projects,” “plans,” “may,” “could,” “should,” “would” and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the transaction,
including expected future financial and operating results and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will
occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; statements of plans and objectives
of TSYS or Global Payments or their management or board of directors, including those relating to products or services; and statements of future economic performance — are forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance
that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. In addition to factors previously disclosed in Global Payments’
reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any
event, change or other circumstances that could give rise to the right of one or both of TSYS and Global Payments to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against TSYS, Global Payments or their
respective directors in respect of the Merger or the Merger Agreement; the ability to obtain regulatory approvals and meet other closing conditions to the Merger on a timely basis or at all, including the risk that regulatory approvals required for
the Merger are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval
by TSYS shareholders and Global Payments shareholders on the expected terms and schedule; difficulties and delays in integrating the TSYS and Global Payments businesses, including with
