SecProbe.io

Mail Stop 3561

September 2 8, 2016

Jeffrey S. Sloan
Chief Executive  Officer
Global Payments  Inc.
10 Glenlake Parkway, North Tower
Atlanta, Georgia  30328 -3473

Re: Global Payments  Inc.
 Form 10-K for Fiscal Year Ended May 31, 2016
Filed July 28 , 2016
Form 8 -K Filed July 28, 2016
Definitive Proxy Statement on Schedule 14A
Filed August  18, 2016
File No. 1-16111

Dear Mr. Sloan :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will res pond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended May 31, 2016

Item 1. Business

Industry Overview

Emerging Trends, page 8

1. We note your disclosure regarding emerging trends in the payment technologies service
industry, such as the need to continually develop innovative payment technologies as
electronic -based transaction volumes increase and management’s expectation that new
markets will develop as a result of industries previously dominated by paper -based

Jeffrey S. Sloan
Global Payments Inc.
September 2 8, 2016
Page 2

 transactions migrating to electronic -based settlement solutions.  In future filings, please
include a detailed discussion and analysis in your MD&A section of any known mater ial
trends, demands, commitments, events or uncertainties that have had or are reasonably
likely to have a material impact on liquidity, capital resources, or results of operations.
Please show us what this disclosure will look like.  Please refer to Item  303(a) of
Regulation S -K and SEC Release No. 34 -48960 for guidance.

Form 8 -K Filed July 28, 2016

2. Please tell us why you refer to adjusted operating margin, net income and diluted EPS as
“cash” operating margin, cash net income and cash diluted EPS, as i t appears each of
these measures includes adjustments to eliminate expenses that required or will require
cash settlement.  Please also tell us how your provision of cash diluted EPS is consistent
with Accounting Series Release No. 142 and Question 102.05 of the Staff’s Compliance
and Disclosure Interpretations regarding Non -GAAP measures updated May 17, 2016.  In
this regard, we note the way this measure is named/labeled may suggest to users that it is
a liquidity measure.

Definitive Proxy Statement on  Schedule 14A

Compensation Discussion and Analysis

Market Data, page 42

3. We note that you used the peer group data provided by FWC “for fiscal 2016
benchmarking purposes,” and that you set compensation for the named executive
officers’ based on “comparab le positions” in the market or a “review of the market data.”
As it appears that you use one or more benchmarks to set your compensation, please
revise your disclosure to identify these benchmarks and their components.  Please refer to
Item 402(b) of Regu lation S -K.

Base Salary, page 43

4. Please revise your disclosure to explain how it was determined to increase the salaries of
Messrs. Sacchi, Green and Sloan by 25%, 25% and 11%, respectively.

Short -Term Incentive Plan, page 44

5. Please revise your disclos ure to explain how the target bonus opportunity, expressed as a
percentage of base salary, was determined for each named executive officer.

Jeffrey S. Sloan
Global Payments Inc.
September 2 8, 2016
Page 3

 Long -Term Incentive Plan, page 46

6. We note that all grants of LTI awards to your named executive officers “are based on
target values consistent with the executives’ skills, responsibilities, experience and
performance in relation to comparable positions in the marketplace” and that you made
target allocations of Performance Unit s, Stock Options and Time -Based Res tricted Stock
to your NEOs.  Please provide further disclosure of how you determined the amount of
Performance Units, Stock Options, and Time -Based Restricted Stock  granted to your
NEOs in fiscal 2016.  Please refer to Item 402(b) of Regulation S -K.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to t he filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Ta Tanisha Meadows, Staff Accountant , at (202) 551 -3322 or Robyn
Manuel , Staff Accountant,  at (202) 551 -3823 if you have questions regarding comments on the
financial statements and related matters.  Please contact Danilo Castelli , Staff Attorney , at (202)
551-6521  or Lilyanna Peyser, Specia l Counsel , at (202) 551 -3222 wi th any other questions.

Sincerely,

/s/ William H. Thompso n

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

Cc: David M. Sheffield , Senior Vice President and Chief Accounting Officer