What changed in this filing

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Item 1. Financial Statements

2024-05-01 compared with 2023-10-31 · 216 added, 378 removed, 457 unchanged (57% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, 2023 September 30, 2022

Revenues $ 2,475,691 $ 2,285,371

Operating expenses:

Cost of service

915,531 931,249

Selling, general and administrative

1,001,964 918,757

Loss on business dispositions — 48,933

1,917,495 1,898,939

Operating income 558,196 386,432

Interest and other income 35,732 20,393

Interest and other expense ( 176,094 ) ( 135,184 )

( 140,362 ) ( 114,791 )

Income before income taxes and equity in income of equity method investments 417,834 271,641

Income tax expense 58,936 14,255

Income before equity in income of equity method investments 358,898 257,386

Equity in income of equity method investments, net of tax 17,707 42,780

Net income 376,605 300,166

Net income attributable to noncontrolling interests, net of tax ( 14,775 ) ( 9,712 )

Net income attributable to Global Payments $ 361,830 $ 290,454

Earnings per share attributable to Global Payments:

Basic earnings per share $ 1.39 $ 1.06

Diluted earnings per share $ 1.39 $ 1.05

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Nine Months Ended

September 30, 2023 September 30, 2022

March 31, 2024 March 31, 2023

Revenues $ 2,420,187 $ 2,292,447

4 unchanged sentences

1,045,545 1,043,126

Impairment of goodwill — 833,075

Net loss on business dispositions 139,095 201,144

Loss on business disposition — 244,833

1,967,935 2,235,712

4 unchanged sentences

Income (loss) before income taxes and equity in income of equity method investments 326,033 ( 55,057 )

Income tax expense 199,748 119,250

Income tax expense (benefit) 19,382 ( 31,399 )

Income (loss) before equity in income of equity method investments 306,651 ( 23,658 )

1 unchanged sentence

Net income (loss) 323,062 ( 4,420 )

Net income attributable to noncontrolling interests, net of tax ( 31,454 ) ( 22,563 )

Net income attributable to noncontrolling interests ( 9,755 ) ( 6,621 )

Net income (loss) attributable to Global Payments $ 313,307 $ ( 11,041 )

7 unchanged sentences

Three Months Ended

September 30, 2023 September 30, 2022

Net income $ 376,605 $ 300,166

Other comprehensive income (loss):

Foreign currency translation adjustments ( 125,254 ) ( 249,562 )

Income tax benefit (expense) related to foreign currency translation adjustments 890 ( 183 )

Net unrealized gains (losses) on hedging activities 22,993 ( 1,070 )

Reclassification of net unrealized (gains) losses on hedging activities to interest expense ( 2,375 ) 2,980

Income tax expense related to hedging activities ( 4,954 ) ( 330 )

Other, net of tax ( 22 ) —

Other comprehensive loss ( 108,722 ) ( 248,165 )

Comprehensive income 267,883 52,001

Comprehensive loss attributable to noncontrolling interests ( 1,410 ) ( 5,130 )

Comprehensive income attributable to Global Payments $ 269,293 $ 57,131

Nine Months Ended

September 30, 2023 September 30, 2022

March 31, 2024 March 31, 2023

Net income (loss) $ 323,062 $ ( 4,420 )

1 unchanged sentence

Foreign currency translation adjustments ( 84,360 ) 37,450

Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity — 62,925

Income tax benefit related to foreign currency translation adjustments 360 1,451

Net unrealized gains on hedging activities 15,020 12,915

Income tax (expense) benefit related to foreign currency translation adjustments 2,694 ( 187 )

Net unrealized gains (losses) on hedging activities 29,116 ( 48,051 )

Reclassification of net unrealized (gains) losses on hedging activities to interest expense ( 2,662 ) 1,386

Income tax expense related to hedging activities ( 3,148 ) ( 7,838 )

Income tax (expense) benefit related to hedging activities ( 6,388 ) 10,950

Other, net of tax — ( 22 )

7 unchanged sentences

(in thousands, except share data)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Current assets:

2 unchanged sentences

Settlement processing assets 5,617,576 4,097,417

Current assets held for sale 6,898 138,815

Prepaid expenses and other current assets 830,548 767,377

4 unchanged sentences

Deferred income taxes 80,241 111,712

Noncurrent assets held for sale 26 1,295,799

Notes receivable 731,429 713,123

7 unchanged sentences

Settlement processing obligations 5,209,972 3,698,921

Current liabilities held for sale 1,352 125,891

Total current liabilities 10,516,019 8,125,729

1 unchanged sentence

Deferred income taxes 2,062,885 2,242,105

Noncurrent liabilities held for sale 152 4,478

Other noncurrent liabilities 643,996 722,540

5 unchanged sentences

Common stock, no par value;

400,000,000 shares authorized at September 30, 2023 and December 31, 2022;

260,359,506 issued and outstanding at September 30, 2023 and 263,081,872 issued and outstanding at December 31, 2022

400,000,000 shares authorized at March 31, 2024 and December 31, 2023;

255,130,560 issued and outstanding at March 31, 2024 and 260,382,746 issued and outstanding at December 31, 2023

Paid-in capital 18,806,396 19,800,953

9 unchanged sentences

(in thousands)

Nine Months Ended

September 30, 2023 September 30, 2022

Three Months Ended

March 31, 2024 March 31, 2023

Cash flows from operating activities:

10 unchanged sentences

Facilities exit charges — 5,164

Impairment of goodwill — 833,075

Net loss on business dispositions 139,095 201,144

Loss on business disposition — 244,833

Other, net ( 5,619 ) 10,521

8 unchanged sentences

Capital expenditures ( 145,441 ) ( 162,195 )

Issuance of notes receivable ( 50,000 ) —

Repayment of notes receivable 50,000 —

Net cash from sales of businesses 478,695 ( 29,755 )

Proceeds from sale of investments — 31,046

Other, net — 2,187

1 unchanged sentence

Cash flows from financing activities:

Net repayments of settlement lines of credit ( 33,328 ) ( 2,770 )

Net borrowings from commercial paper notes 1,896,513 —

Net borrowings from (repayments of) settlement lines of credit 133,228 ( 281,411 )

Net borrowings from (repayments of) commercial paper notes ( 1,093,043 ) 1,048,620

Proceeds from long-term debt 4,609,000 4,708,140

5 unchanged sentences

Distributions to noncontrolling interests ( 4,748 ) ( 6,218 )

Payment of contingent consideration in business combination — ( 15,726 )

Contributions from noncontrolling interests 89 —

Purchase of capped calls related to issuance of convertible notes ( 256,250 ) —

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 34,035 ) 18,584

Increase (decrease) in cash, cash equivalents and restricted cash ( 105,741 ) 34,470

Increase in cash, cash equivalents and restricted cash 70,848 22,146

Cash, cash equivalents and restricted cash, beginning of the period 2,256,875 2,215,606

9 unchanged sentences

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at June 30, 2023 259,962 $ 19,686,035 $ 2,863,852 $ ( 378,401 ) $ 22,171,486 $ 244,494 $ 22,415,980 $ 499,479

Net income 361,830 361,830 13,015 374,845 1,760

Other comprehensive loss ( 92,537 ) ( 92,537 ) ( 8,767 ) ( 101,304 ) ( 7,418 )

Stock issued under share-based compensation plans 424 31,803 31,803 31,803

Common stock repurchased - share-based compensation plans ( 26 ) ( 3,031 ) ( 3,031 ) ( 3,031 )

Share-based compensation expense 36,624 36,624 36,624

Excise tax on net share repurchases 303 303 303

Distributions to noncontrolling interests — ( 5,422 ) ( 5,422 ) ( 1,638 )

Redeemable noncontrolling interests measurement period adjustment — — ( 19,051 )

Cash dividends declared ($ 0.25 per common share)

( 64,977 ) ( 64,977 ) ( 64,977 )

Balance at September 30, 2023 260,360 $ 19,751,734 $ 3,160,705 $ ( 470,938 ) $ 22,441,501 $ 243,320 $ 22,684,821 $ 473,132

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

Nonredeemable Noncontrolling Interests Total Equity

Balance at June 30, 2022 277,033 $ 21,800,574 $ 2,326,259 $ ( 371,178 ) $ 23,755,655 $ 220,872 $ 23,976,527

Balance at December 31, 2023 260,383 $ 19,800,953 $ 3,457,182 $ ( 258,925 ) $ 22,999,210 $ 280,340 $ 23,279,550 $ 507,965

Net income 313,307 313,307 7,693 321,000 2,062

4 unchanged sentences

Repurchases of common stock ( 6,062 ) ( 808,365 ) ( 808,365 ) ( 808,365 )

Distributions to noncontrolling interest — ( 3,366 ) ( 3,366 )

Distributions to noncontrolling interests — ( 4,748 ) ( 4,748 )

Contributions from noncontrolling interests — 89 89

Reclassification of redeemable noncontrolling interest to nonredeemable noncontrolling interest — 358,872 358,872 ( 358,872 )

Purchase of capped calls related to issuance of convertible notes, net of taxes of $ 61,573

2 unchanged sentences

( 63,616 ) ( 63,616 ) ( 63,616 )

Balance at September 30, 2022 270,308 $ 20,717,133 $ 2,547,947 $ ( 604,501 ) $ 22,660,579 $ 212,376 $ 22,872,955

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except per share data)

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at December 31, 2022 263,082 $ 19,978,095 $ 2,731,380 $ ( 405,969 ) $ 22,303,506 $ 236,704 $ 22,540,210 $ —

Net income 624,936 624,936 29,698 654,634 1,756

Other comprehensive loss ( 64,969 ) ( 64,969 ) ( 1,676 ) ( 66,645 ) ( 6,287 )

Stock issued under share-based compensation plans 1,697 51,085 51,085 51,085

Common stock repurchased - share-based compensation plans ( 354 ) ( 39,510 ) ( 39,510 ) ( 39,510 )

Share-based compensation expense 173,325 173,325 173,325

Redeemable noncontrolling interests acquired in a business combination — — 556,070

Issuance of share-based awards in connection with a business combination 2,484 2,484 2,484

Repurchases of common stock ( 4,065 ) ( 413,745 ) ( 413,745 ) ( 413,745 )

Distributions to noncontrolling interests — ( 21,406 ) ( 21,406 ) ( 2,909 )

Redeemable noncontrolling interests measurement period adjustment — — ( 75,498 )

Cash dividends declared ($ 0.75 per share)

( 195,611 ) ( 195,611 ) ( 195,611 )

Balance at September 30, 2023 260,360 $ 19,751,734 $ 3,160,705 $ ( 470,938 ) $ 22,441,501 $ 243,320 $ 22,684,821 $ 473,132

Balance at March 31, 2024 255,131 $ 18,806,396 $ 3,706,873 $ ( 297,438 ) $ 22,215,831 $ 627,245 $ 22,843,076 $ 143,069

Shareholders' Equity

3 unchanged sentences

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

Nonredeemable Noncontrolling Interests Total Equity

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at December 31, 2022 263,082 $ 19,978,095 $ 2,731,380 $ ( 405,969 ) $ 22,303,506 $ 236,704 $ 22,540,210 $ —

Net income (loss) ( 11,041 ) ( 11,041 ) 6,621 ( 4,420 )

Other comprehensive loss ( 370,319 ) ( 370,319 ) ( 33,674 ) ( 403,993 )

Other comprehensive income (loss) ( 4,848 ) ( 4,848 ) 6,374 1,526

Stock issued under share-based compensation plans 1,014 6,103 6,103 6,103

1 unchanged sentence

Share-based compensation expense 89,566 89,566 89,566

Redeemable noncontrolling interests acquired in a business combination — — 556,070

Issuance of share-based awards in connection with a business combination 2,484 2,484 2,484

Repurchases of common stock ( 2,059 ) ( 206,553 ) ( 206,553 ) ( 206,553 )

Distributions to noncontrolling interest — ( 6,218 ) ( 6,218 )

Purchase of capped calls related to issuance of convertible notes, net of taxes of $ 72,778

( 229,597 ) ( 229,597 ) ( 229,597 )

Cash dividends declared ($ 0.25 per common share)

( 65,750 ) ( 65,750 ) ( 65,750 )

Balance at September 30, 2022 270,308 $ 20,717,133 $ 2,547,947 $ ( 604,501 ) $ 22,660,579 $ 212,376 $ 22,872,955

Balance at March 31, 2023 261,771 $ 19,839,506 $ 2,654,589 $ ( 410,817 ) $ 22,083,278 $ 243,481 $ 22,326,759 $ 556,070

See Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

Merchant Solutions and Issuer Solutions.

As described in "Note 3—Business Dispositions," during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

As described in "Note 3—Business Disposition," during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

Our consolidated financial statements include the results of our former Consumer Solutions segment for periods prior to disposition.

3 unchanged sentences

These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation.

Investments in entities that we do not control are accounted for using the equity or cost method, based on whether or not we have the ability to exercise significant influence over operating and financial policies.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

7 unchanged sentences

These unaudited consolidated financial statements reflect the financial statement effects based upon management’s estimates and assumptions utilizing the most currently available information.

SEC Rule Changes - On March 6, 2024, the SEC adopted final rules that require disclosure of certain climate-related information, including disclosures relating to material climate-related risks, targets or goals, risk management and governance activities and greenhouse gas emissions.

In addition, the rules require disclosure of certain climate-related financial metrics in the notes to the audited financial statements.

The new disclosures are required on a prospective basis and a phased-in compliance period becomes effective for us beginning with our Annual Report on Form 10-K for the year ending December 31, 2025.

However, pending the resolution of legal challenges that were subsequently filed against these rules, in April 2024, the SEC stayed the effectiveness of the rules.

Therefore, the enforceability of these rules or the timing of their effectiveness is uncertain.

Recently issued accounting pronouncements not yet adopted

ASU 2023-09 - In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvement to Income Tax Disclosures," which is intended to enhance the transparency and decision usefulness of income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis with the option to apply the standard retrospectively.

We are evaluating how the enhanced disclosure requirements of ASU 2023-09 will affect our presentation, and we will include the incremental disclosures upon the effective date.

ASU 2023-07 - In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, " which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, inclusion of all annual disclosures in interim periods and disclosure of the title and position of the chief operating decision maker.

The amendments in this update are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We are evaluating how the enhanced disclosure requirements of ASU 2023-07 will affect our presentation, and we will include the incremental disclosures upon the effective date.

NOTE 2— ACQUISITION

1 unchanged sentence

On March 24, 2023, we acquired all of the outstanding common stock of EVO Payments, Inc.

EVO is a leading payment technology and services provider, offering an array of payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

EVO is a payment technology and services provider, offering payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence in attractive markets and augments our business-to-business software and payment solutions business.

14 unchanged sentences

The cash portion of the purchase consideration was funded through cash on hand and borrowings under our revolving credit facility.

The provisional 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

Acquisition Date Measurement-period

Adjustments Provisional Amounts at

September 30, 2023

(in thousands)

We accounted for the EVO acquisition as a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the acquisition date.

The final 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):

Final Amounts at

March 31, 2024

Cash and cash equivalents $ 324,859

14 unchanged sentences

Total purchase consideration $ 4,269,620

As of September 30, 2023, 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, liabilities assumed and related tax positions.

We made measurement-period adjustments as shown in the table above, and the effects of the measurement-period adjustments on our consolidated statements of income for the three and nine months ended September 30, 2023 were not material.

Goodwill arising from the acquisition was included in the Merchant Solutions segment as of September 30, 2023 and was attributable to expected growth opportunities, potential synergies from combining the acquired business into our existing business and an assembled workforce.

We expect that a portion of the goodwill from this acquisition will be deductible for income tax purposes.

As the amounts are still provisional, we are still in the process of assigning goodwill to our reporting units.

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

During the three months ended March 31, 2024, we made measurement-period adjustments that increased the amount of goodwill by $ 19.9 million, primarily related to deferred income taxes as a result of finalizing the evaluation of the differences in the bases of assets and liabilities for financial reporting and tax purposes.

The effects of the measurement-period adjustments on our consolidated statement of income for the three months ended March 31, 2024 were not material.

Goodwill arising from the acquisition was included in the Merchant Solutions segment and was attributable to expected growth opportunities, potential synergies from combining the acquired business into our existing businesses and an assembled workforce.

We expect that approximately $ 1.2 billion of the goodwill from this acquisition will be deductible for income tax purposes.

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

Estimated Fair Value Weighted-Average Estimated Amortization Periods

5 unchanged sentences

Total estimated identifiable intangible assets $ 1,478,995 11

From the acquisition date through September 30, 2023, the acquired operations of EVO contributed less than 10 % to our consolidated revenues and operating income.

For the three months ended March 31, 2024, and during the period from the acquisition date through March 31, 2023, the acquired operations of EVO contributed less than 10 % to our consolidated revenues and operating income, respectively.

The historical revenue and earnings of EVO were not material for the purpose of presenting pro forma information.

In addition, transaction costs associated with this business combination were not material.

NOTE 3— BUSINESS DISPOSITIONS

Gaming Business - On April 1, 2023, we completed the sale of our gaming business for approximately $ 400 million, subject to certain closing adjustments.

The gaming business was included in our Merchant Solutions segment prior to disposition, and had been presented as held for sale in our consolidated balance sheet since December 31, 2022.

In connection with the sale, we provided $ 32 million of seller financing as described below.

We recognized a gain on the sale of $ 104.1 million during the nine months ended September 30, 2023, and the sale is subject to certain additional final closing adjustments.

The gain was presented within net loss on business dispositions in the consolidated statements of income.

NOTE 3— BUSINESS DISPOSITION

Consumer Business - On April 26, 2023, we completed the sale of the consumer portion of our Netspend business for approximately $ 1 billion, subject to certain closing adjustments.

1 unchanged sentence

In connection with the sale, we provided $ 675 million of seller financing as described below.

We recognized a loss on business dispositions in our consolidated statement of income of $ 243.2 million during the nine months ended September 30, 2023, and the sale is subject to certain additional final closing adjustments.

The loss during the nine months ended September 30, 2023 included the effects of incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the effects of the final tax structure of the transaction.

As further discussed in "Note 5— Goodwill and Other Intangible Assets," we recognized a goodwill impairment charge of $ 833.1 million during the nine months ended September 30, 2022 related to our former Business and Consumer Solutions reporting unit.

We also recognized charges of $ 48.9 million and $ 73.9 million during the three and nine months ended September 30, 2022, respectively, to reduce the disposal group to estimated fair value less costs to sell, which was presented within net loss on business dispositions in our consolidated statements of income.

The charge recognized during the three months ended September 30, 2022 related primarily to a change in the estimated fair value of the fixed rate seller financing.

We recognized charges within net loss on business disposition in our consolidated statements of income of $ 244.8 million during the three months ended March 31, 2023 to reduce the disposal group to estimated fair value less costs to sell.

The loss during the three months ended March 31, 2023 included the effects of incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the effects of the final tax structure of the transaction.

Notes Receivable and Allowance for Credit Losses

2 unchanged sentences

and (2) a second lien twenty-five year secured term loan facility with an aggregate principal amount of $ 325 million bearing interest at a fixed annual rate of 13.0 % PIK due at maturity.

The aggregate fair value of the first and second lien term loans upon the closing of the transaction was $ 653.9 million, calculated using a discounted cash flow approach.

In addition, we provided the purchasers a five-year $ 50 million secured revolving facility available from the date of closing of the sale, bearing interest at a fixed annual rate of 9.0 % payable quarterly in cash.

There was no outstanding balance on the revolving facility as of September 30, 2023.

In connection with the sale of our gaming business, we also provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $ 32 million bearing interest at a fixed annual rate of 11.0 %.

We classify the notes as held for investment based on the intent and ability to hold for the foreseeable future or until maturity or payoff, and the notes are presented at amortized cost within notes receivable in our consolidated balance sheet.

Interest income is recognized using the effective interest method, which includes the accretion of the difference between the fair value at inception and the face value of the notes.

We recognized interest income of $ 21.4 million and $ 37.1 million during the three and nine months ended September 30, 2023, respectively, as a component of interest and other income in the consolidated statements of income.

The issuance of the notes in connection with the sale transactions was a noncash investing activity in our consolidated statement of cash flows for the nine months ended September 30, 2023.

We are exposed to credit losses on the notes.

We utilize a probability-of-default and loss given default method to develop an estimate of current expected credit losses applied at the loan level.

A variety of factors are considered to estimate the expected credit loss, including the probability of default (representing the probability the asset will default within a given time frame), the loss given default (representing the percentage of the asset that is not expected to be collected due to default), leverage ratios, interest rates, market and industry data, and forecasts that affect the collectibility of the reported amount.

The estimation process also includes consideration of qualitative and quantitative risk factors associated with expected timing of payment, industry trends and current and anticipated future economic conditions.

Expected credit losses are estimated over the life of the loans, adjusted for expected prepayments when appropriate.

We recognized a noncash credit loss expense of $ 18.2 million for the nine months ended September 30, 2023, which is included as a component of interest and other expenses in our consolidated statements of income.

As of September 30, 2023, there was an aggregate principal amount of $ 736.1 million outstanding on the notes, including PIK, and the notes are presented net of the allowance for credit losses of $ 18.2 million within notes receivable in our consolidated balance sheet.

The estimated fair value of the notes receivable was $ 692.0 million as of September 30, 2023.

In connection with the sale of our gaming business in April 2023, we also provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $ 32 million bearing interest at a fixed annual rate of 11.0 %.

We recognized interest income of $ 21.5 million on the notes during the three months ended March 31, 2024, as a component of interest and other income in the consolidated statements of income.

As of March 31, 2024 and December 31, 2023 , there was an aggregate principal amount of $ 771.2 million and $ 753.5 million, respectively, outstanding on the notes, including PIK, and the notes are presented net of the allowance for credit losses of $ 15.2 million within notes receivable in our consolidated balance sheet.

The estimated fair value of the notes receivable was $ 750.4 million an d $ 735.6 million as of March 31, 2024 and December 31, 2023, respectively .

The estimated fair value of notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the valuation hierarchy.

Assets and Liabilities Held for Sale - The assets and liabilities of our consumer and gaming businesses were classified as held for sale in our consolidated balance sheets as of December 31, 2022.

The major classes of assets presented as held for sale in the consolidated balance sheet as of December 31, 2022 included cash of $ 70.6 million, accounts receivable of $ 18.4 million, other current assets of $ 42.3 million, goodwill of $ 529.5 million, other intangible assets of $ 717.9 million, property and equipment of $ 82.9 million, other noncurrent assets of $ 44.9 million and an asset group valuation allowance of $ 71.9 million.

The major classes of liabilities presented as held for sale in the consolidated balance sheet as of December 31, 2022 included accounts payable and accrued liabilities of $ 125.9 million and other noncurrent liabilities of $ 4.5 million.

Sale of Merchant Solutions Business in Russia - We sold our Merchant Solutions business in Russia effective April 29, 2022 for cash proceeds of $ 9 million.

During the nine months ended September 30, 2022, we recognized a loss of $ 127.2 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the business and the reclassification of $ 62.9 million of associated accumulated foreign currency translation losses from the separate component of equity.

The loss was presented within net loss on business dispositions in our consolidated statement of income.

NOTE 4— REVENUES

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 2023

Solutions Issuer

Solutions Intersegment

Eliminations Total

(in thousands)

Americas $ 1,524,575 $ 465,263 $ ( 5,237 ) $ 1,984,601

Europe 295,787 131,659 — 427,446

Asia Pacific 63,644 10,926 ( 10,926 ) 63,644

$ 1,884,006 $ 607,848 $ ( 16,163 ) $ 2,475,691

Three Months Ended September 30, 2022

Solutions Issuer

Solutions Consumer

Solutions Intersegment

Eliminations Total

(in thousands)

Americas $ 1,349,793 $ 442,200 $ 147,337 $ ( 14,788 ) $ 1,924,542

Europe 183,698 114,296 — — 297,994

Asia Pacific 62,835 9,543 — ( 9,543 ) 62,835

$ 1,596,326 $ 566,039 $ 147,337 $ ( 24,331 ) $ 2,285,371

Nine Months Ended September 30, 2023

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024

Solutions Issuer

Solutions Consumer

Solutions Intersegment

5 unchanged sentences

$ 1,834,094 $ 602,735 $ ( 16,642 ) $ 2,420,187

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Solutions Issuer

7 unchanged sentences

$ 1,605,610 $ 570,907 $ 143,709 $ ( 27,779 ) $ 2,292,447

The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three months ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024 March 31, 2023

(in thousands)

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ASC Topic 606, Revenues from Contracts with Customers ("ASC 606") requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time.

For the three and nine months ended September 30, 2023 and 2022, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of September 30, 2023 and December 31, 2022 was as follows:

Balance Sheet Location September 30, 2023 December 31, 2022

For the three months ended March 31, 2024 and 2023, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of March 31, 2024 and December 31, 2023 was as follows:

Balance Sheet Location March 31, 2024 December 31, 2023

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities $ 55,058 $ 54,246

Net contract assets were not material at September 30, 2023 or at December 31, 2022.

Revenue recognized for the three months ended September 30, 2023 and 2022 from contract liability balances at the beginning of each period was $ 85.2 million and $ 74.2 million, respectively.

Revenue recognized for the nine months ended September 30, 2023 and 2022 from contract liability balances at the beginning of each period was $ 181.3 million and $ 189.3 million, respectively.

Net contract assets were not material at March 31, 2024 or December 31, 2023.

Revenue recognized for the three months ended March 31, 2024 and 2023 from contract liability balances at the beginning of each period was $ 92.3 million and $ 83.7 million, respectively.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations.

The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 30, 2023.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at March 31, 2024.

However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria.

Accordingly, the total

amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):

Accordingly, the total amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):

Year Ending December 31,

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NOTE 5— GOODWILL AND OTHER INTANGIBLE ASSETS

As of September 30, 2023 and December 31, 2022, goodwill and other intangible assets consisted of the following:

September 30, 2023 December 31, 2022

As of March 31, 2024 and December 31, 2023, goodwill and other intangible assets consisted of the following:

March 31, 2024 December 31, 2023

(in thousands)

13 unchanged sentences

$ 9,797,023 $ 10,168,046

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2023:

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the three months ended March 31, 2024:

Solutions Issuer

2 unchanged sentences

Balance at December 31, 2023 $ 17,226,828 $ 9,516,695 $ 26,743,523

Goodwill acquired 3,231,320 — 3,231,320

Effect of foreign currency translation ( 31,534 ) ( 3,893 ) ( 35,427 )

Measurement period adjustments 19,927 — 19,927

Balance at September 30, 2023 $ 17,012,823 $ 9,504,954 $ 26,517,777

We test goodwill for impairment at the reporting unit level annually and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit may be below its carrying amount.

When applying the quantitative assessment, we determine the fair value of our reporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and a market approach.

The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies.

Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions.

During the second quarter of 2022, the sustained decline in our share price and recent increases in discount rates, primarily resulting from increased economic uncertainty, indicated a potential decline in fair value and triggered a requirement to evaluate our Issuer Solutions and former Business and Consumer Solutions reporting units for potential impairment as of June 30, 2022.

Further, the estimated sales price for the consumer business portion of our former Business and Consumer Solutions reporting unit also indicated a potential decline in fair value as of June 30, 2022.

We determined on the basis of the quantitative assessment that the fair value of the Issuer Solutions reporting unit was still greater than its carrying amount as of June 30, 2022, indicating no impairment.

Based on the quantitative assessment of the former Business and Consumer Solutions reporting unit, including consideration of the consumer business disposal group and the remaining assets of the reporting unit,

we recognized a goodwill impairment charge of $833.1 million in our consolidated statement of income for the three months ended June 30, 2022.

Accumulated impairment losses for goodwill as of September 30, 2023 were $ 357.9 million.

Accumulated impairment losses for goodwill as of December 31, 2022 were $ 833.1 million, of which $ 475.2 million related to assets held for sale.

Balance at March 31, 2024 $ 17,215,221 $ 9,512,802 $ 26,728,023

Accumulated impairment losses for goodwill were $ 357.9 million as of March 31, 2024 and December 31, 2023.

NOTE 6— LONG-TERM DEBT AND LINES OF CREDIT

As of September 30, 2023 and December 31, 2022, long-term debt consisted of the following:

September 30, 2023 December 31, 2022

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following:

March 31, 2024 December 31, 2023

(in thousands)

3.750 % senior notes due June 1, 2023

$ — $ 552,113

4.000 % senior notes due June 1, 2023

1.500 % senior notes due November 15, 2024

27 unchanged sentences

4.875 % senior notes due March 17, 2031

854,652 873,747

1.000 % convertible notes due August 15, 2029

1,455,560 1,453,493

1.500 % convertible notes due March 1, 2031

Revolving credit facility 1,598,000 1,570,000

6 unchanged sentences

The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable.

At September 30, 2023, the unamortized discount on senior notes and convertible notes was $ 47.9 million , and unamortized debt issuance costs on senior notes and convertible notes were $ 81.8 million .

At March 31, 2024, the unamortized discount on senior notes and convertible notes was $ 44.2 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 107.4 million.

At December 31, 2023, the unamortized discount on senior notes and convertible notes was $ 46.1 million and unamortized debt issuance costs on senior notes and convertible notes were $ 78.4 million.

The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets.

At September 30, 2023 and December 31, 2022, unamortized debt issuance costs on the unsecured revolving credit facility were $ 19.7 million and $ 23.5 million, respectively.

At September 30, 2023, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

At March 31, 2024 and December 31, 2023, unamortized debt issuance costs on the unsecured revolving credit facility were $ 17.2 million and $ 18.5 million, respectively.

At March 31, 2024, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

Year Ending December 31,

3 unchanged sentences

2027 3,157,893

2029 3,250,128

2030 and thereafter 6,863,884

Total $ 17,234,579

On March 17, 2023, we issued € 800 million aggregate principal amount of 4.875 % senior unsecured notes due March 2031 and received net proceeds of € 790.6 million, or $ 843.6 million based on the exchange rate on the issuance date.

We issued the senior notes at a discount of $ 2.8 million, and we incurred debt issuance costs of $ 7.2 million, including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at September 30, 2023.

Interest on the senior unsecured notes is payable annually in arrears on March 17 of each year, commencing March 17, 2024.

The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness.

The net proceeds from the offering were used for general corporate purposes.

During the nine months ended September 30, 2023, we used borrowings under the revolving credit facility to fund the redemption in full of the 3.750 % and 4.000 % senior unsecured notes that were due June 1, 2023.

Convertible Notes

1.500 % convertible notes due March 1, 2031

On February 23, 2024, we issued $ 2.0 billion in aggregate principal amount of 1.500 % convertible unsecured senior notes due March 2031 through a private placement.

The net proceeds from this offering were approximately $ 1.97 billion reflecting debt issuance costs of $ 33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheet.

Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.

Prior to December 1, 2030, the notes are convertible at the option of the holders only under certain conditions, including:

(i) if the last reported sale price of our common stock has been at least 130 % of the conversion price for at least 20 trading days within the last 30 consecutive trading days of the immediately preceding calendar quarter;

(ii) for a five business day period following a ten -day consecutive trading period where the trading price of the notes is less than 98 % of the product of the last reported sale price of our common stock and the conversion rate;

(iii) if we call any or all of the notes for redemption;

or (iv) upon the occurrence of certain corporate events.

On or after December 1, 2030, the notes are convertible at the option of the holders at any time until the second scheduled trading day prior to the maturity date.

The conversion rate for the notes is initially 6.371 shares of common stock per $1,000 in principal amount of the notes (which is equal to an initial conversion price of approximately $ 156.96 per share), subject to customary adjustments upon the occurrence of certain events.

Upon conversion, the principal amount of, and interest due on, the convertible notes are required to be settled in cash and any other amounts may be settled in shares, cash or a combination of shares and cash at our election.

We may not redeem the notes prior to March 6, 2028.

On or after March 6, 2028, we have the option to redeem all or any portion of the notes for cash if the last reported sale price of our common stock has been at least 130 % of the conversion price for at least 20 trading days within the last 30 consecutive trading day period at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

If certain corporate events that constitute a fundamental change (as defined in the indenture governing the notes) occur, any holder of the notes may require that we repurchase all or a portion of their notes for cash at a purchase price equal to 100 % of the principal amount of the notes to be repurchased plus accrued and unpaid interest.

In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture governing the notes) occur, then the conversion rate will in certain circumstances be increased.

The notes include customary covenants for notes of this type, as well as customary events of default, which may result in the acceleration of the maturity of the convertible notes.

In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes.

The economic effect of the capped call transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess of the principal amount of converted notes subject to a cap.

The initial cap price of the capped call

transactions is $ 228.90 per share.

The capped call transactions meet the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives.

The cost of $ 256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated balance sheet at March 31, 2024, net of applicable income taxes.

1.000 % convertible notes due August 15, 2029

We have $ 1.5 billion in aggregate principal amount of 1.000 % convertible notes due August 2029, which were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners.

Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively.

The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase.

The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheet based on our intent and ability to refinance on a long-term basis should a conversion event occur.

Revolving Credit Facility

Our revolving credit agreement provides for an unsubordinated unsecured $ 5.75 billion revolving credit facility that matures in August 2027.

As of March 31, 2024, there were borrowings of $ 1,598.0 million outstanding under the revolving credit facility with an interest rate of 6.80 %, and the total available commitments under the revolving credit facility were $ 3.4 billion.

Commercial Paper

In January 2023, we established a $ 2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue.

We have a $ 2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue.

Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance.

The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.

As of September 30, 2023, we had net borrowings under our comm ercial paper program of $ 1,900.0 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 6.07 %.

As of March 31, 2024, we had net borrowings under our comm ercial paper program of $ 275.0 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 6.01 %.

The commercial program is backstopped by our revolving credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility.

As suc h, we could draw on the revolving credit facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt .

Prior Year Debt Refinancing Activities

On August 8, 2022, we issued $ 1.5 billion in aggregate principal amount of 1.000 % convertible unsecured senior notes due 2029 in a private placement pursuant to an investment agreement with Silver Lake Partners.

In connection with the issuance of the convertible notes, we entered into privately negotiated capped call transactions with certain financial institutions to hedge the potential dilutive effect upon conversion of the convertible notes or offset our cash obligation if the cash settlement option were to be elected.

The capped call transactions meet the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives.

The cost of $ 302.4 million incurred in connection with the capped call transactions was recorded as a reduction to paid-in-capital, net of applicable income taxes.

On August 1, 2022, in connection with our entry into the EVO merger agreement, we obtained commitments for a $ 4.3 billion, 364-day senior unsecured bridge facility.

Upon the execution of permanent financing in August 2022, including the issuance of our senior unsecured notes and entry into a new revolving credit facility, the aggregate commitments under the bridge facility were reduced to zero and terminated.

For the three and nine months ended September 30, 2022, we recognized expense of $ 17.3 million related to commitment fees associated with the bridge facility, which was presented within interest expense in our consolidated statement of income.

Fair Value of Long-Term Debt

As of September 30, 2023, our senior notes had a total carrying amount of $ 11.6 billion and an estimated fair value of $ 10.4 billion.

The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy.

As of September 30, 2023, our convertible notes had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.5 billion.

As of March 31, 2024, our senior notes had a total carrying amount of $ 11.6 billion and an estimated fair value of $ 11.0 billion.

As of March 31, 2024, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an estimated fair value of $ 2.1 billion.

The estimated fair values were based on quoted market prices in active markets and are considered to be Level 1 measurements of the valuation hierarchy.

As of March 31, 2024, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.7 billion.

The estimated fair value of our convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the valuation hierarchy.

The fair value of other long-term debt approximated its carrying amount at September 30, 2023.

The fair value of other long-term debt approximated its carrying amount at March 31, 2024.

Compliance with Covenants

1 unchanged sentence

The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default.

The required leverage ratio was increased to 4.50 to 1.00 as a result of the qualifying acquisition of EVO, which will remain in effect for up to eight consecutive quarters with a gradual step-down to 3.75 to 1.00, and the required interest coverage ratio is 3.00 to 1.00.

We were in compliance with all applicable covenants as of September 30, 2023.

The required leverage ratio was increased to 4.50 to 1.00 as a result of the acquisition of EVO and will gradually step-down over eight quarters to the original

required ratio of 3.75 to 1.00.

As of March 31, 2024, the required leverage ratio was 4.25 to 1.00, and the required interest coverage ratio was 3.00 to 1.00.

We were in compliance with all applicable covenants as of March 31, 2024.

Interest Expense

Interest expense was $ 173.3 million and $ 132.4 million for the three months ended September 30, 2023 and 2022, respectively, and $ 464.6 million and $ 318.8 million for the nine months ended September 30, 2023 and 2022, respectively.

Interest expense was $ 160.8 million and $ 119.0 million for the three months ended March 31, 2024 and 2023, respectively.

NOTE 7— DERIVATIVES AND HEDGING INSTRUMENTS

3 unchanged sentences

Investments in foreign operations with functional currencies other than the reporting currency are subject to foreign currency risk as the assets and liabilities of these subsidiaries are translated into the reporting currency at the period-end rate of exchange with the resulting foreign currency translation adjustment presented as a component of other comprehensive income and included in accumulated comprehensive income within equity in our consolidated balance sheets.

Net investment hedge accounting offers protection from this risk, and the foreign currency remeasurement gains and losses associated with the Euro-denominated senior notes are presented within the same components of other comprehensive income and accumulated comprehensive income.

We recognized a gain of $ 26.8 million and $ 10.3 million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the three and nine months ended September 30, 2023, respectively.

Under net investment hedge accounting, the foreign currency remeasurement gains and losses associated with our Euro-denominated senior notes are presented within the same components of other comprehensive income and accumulated comprehensive income, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.

We recognized a loss of $ 7.1 million and $ 18.2 million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the three months ended March 31, 2024 and 2023, respectively.

Interest Rate Swaps

2 unchanged sentences

Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense.

Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income.

The fair values of our interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

These derivative instruments were classified within Level 2 of the valuation hierarchy.

In August 2022, in connection with entry into the revolving credit agreement and repayment of amounts outstanding under our prior credit facility, we terminated and settled our interest rate swap agreements existing at that time.

The termination resulted in the recognition of a net gain of $ 1.2 million, including the reclassification of $ 0.5 million of accumulated losses from the separate component of equity.

The net gain was presented in interest expense in our consolidated statements of income for the three and nine months ended September 30, 2022.

Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recognized as components of other comprehensive income.

The fair values of our interest rate swaps are determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

These derivative instruments are classified within Level 2 of the valuation hierarchy.

The table below presents information about our interest rate swaps, designated as cash flow hedges, included in the consolidated balance sheets:

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2023

Range of Maturity Dates at September 30, 2023

September 30, 2023 December 31, 2022

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2024

Range of Maturity Dates at March 31, 2024

March 31, 2024 December 31, 2023

(in thousands)

Interest rate swaps (Notional of $ 1.5 billion at September 30, 2023)

Other current assets 4.26 % April 17, 2027 - August 17, 2027 $ 10,646 $ —

The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Interest rate swaps (Notional of $ 1.5 billion at March 31, 2024)

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 3,258 $ 28,187

The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the three months ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024 March 31, 2023

(in thousands)

1 unchanged sentence

Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense $ 2,662 $ ( 1,386 )

As of September 30, 2023, the amount of net unrealized gains in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 10.6 million.

As of March 31, 2024, the amount of net unrealized gains in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 5.9 million.

NOTE 8— INCOME TAX

For the three months ended September 30, 2023, our effective income tax rate of 14.1 % was lower than the U.S.

statutory rate primarily due to the favorable effects of foreign-derived intangible income deductions, tax credits and foreign interest income not subject to tax.

For the nine months ended September 30, 2023, our effective income tax rate of 24.9 % was higher than the U.S.

statutory rate primarily as a result of a gain on the dispositions of our consumer and gaming businesses for income tax reporting purposes, while a net loss on the dispositions was recognized for financial reporting purposes, which was partially offset by the favorable effect on the rate of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

For the three months ended September 30, 2022, our effective income tax rate of 5.2 % differed from the U.S.

statutory rate primarily due to the favorable effects of foreign interest income not subject to tax, tax credits, and the foreign-derived intangible income deduction.

The effective rate also included the favorable effects of adjustments to unrecognized income tax benefits related to certain U.S.

federal income tax positions and remeasurement of state deferred taxes to reflect enacted tax law changes.

For the nine months ended September 30, 2022, we incurred income tax expense in spite of reporting a loss before income taxes primarily due to the unfavorable effects of the goodwill impairment charge and loss on the sale of our Merchant Solutions business in Russia for which no tax benefit was recognized.

These effects were partially offset by the same items that favorably affected the rate for the three months ended September 30, 2022.

On August 16, 2022, the U.S.

government enacted the Inflation Reduction Act into law, which, among other things, implemented a 15% corporate alternative minimum tax based on global adjusted financial statement income and a 1% excise tax on share repurchases effective beginning January 1, 2023.

We do not expect the corporate alternative minimum tax will have a material effect on our reported results, cash flows or financial position.

During the nine months ended September 30, 2023, we reflected excise taxes of $ 4.0 million within equity as part of the cost of common stock repurchased, net of share issuances, during the period.

For the three months ended March 31, 2024, our effective income tax rate of 5.9 % differed favorably from the U.S.

statutory rate primarily as a result of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards, foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

For the three months ended March 31, 2023, we reported a tax benefit in excess of the U.S.

statutory tax rate.

The tax benefit included the favorable effect of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

In addition, the tax benefit on the loss on business disposition was tax effected at the applicable tax rate, whereas the earnings other than this discrete item were tax effected at the lower estimated annual effective tax rate.

NOTE 9— REDEEMABLE NONCONTROLLING INTERESTS

Through the acquisition of EVO, the portions of equity in our consolidated subsidiaries in Poland, Greece, and Chile that are not attributable, directly or indirectly, to us, are redeemable upon the occurrence of an event that is not solely within our control.

We own 66 % of our subsidiary in Poland, 51 % of our subsidiary in Greece and 50.1 % of our subsidiary in Chile.

The portions of equity in our consolidated subsidiaries in Greece and Chile that are not attributable, directly or indirectly, to us, are redeemable upon the occurrence of an event that is not solely within our control.

We own 51 % of our subsidiary in Greece and 50.1 % of our subsidiary in Chile.

Under the shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under certain circumstances for our subsidiary in Greece, at a price determined by calculations stipulated in the shareholder agreement.

The option held by the minority shareholder in Poland expires on January 1, 2024.

The other options have no expiration date.

Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheet as of September 30, 2023.

The options have no expiration date.

The redeemable noncontrolling interest for each subsidiary is reflected at the higher of:

(i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price.

Estimates of redemption price are based on projected operating performance of each subsidiary, including key assumptions - revenue growth rates, current and expected market conditions and weighted-average cost of capital.

Each of the redeemable noncontrolling interests was presented at the respective carrying amount as of September 30, 2023, and no adjustments to estimated redemption price were recognized during the three and nine months ended September 30, 2023.

The option held by the minority shareholder in Greece, which is redeemable at a price other than fair value, is considered probable of becoming redeemable on December 8, 2025.

In determining the measurement method of redemption price, we have elected to accrete changes in the redemption price over the period from the date of issuance to the earliest redemption date of the instrument using the effective interest method, applied prospectively.

We have also elected to recognize the entire amount of any redemption price adjustments in net income attributable to noncontrolling interests in our consolidated statements of income.

In addition, we own 66 % of our subsidiary in Poland.

The redemption option held by the minority shareholder in Poland expired on January 1, 2024, and the redeemable noncontrolling interest was reclassified to nonredeemable noncontrolling interest in the consolidated balance sheet as of January 1, 2024.

NOTE 10— SHAREHOLDERS’ EQUITY

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs.

During the nine months ended September 30, 2023, we repurchased and retired 4,064,918 shares of our common stock at a cost, including commissions and applicable excise taxes, of $ 413.7 million, or $ 101.79 per share.

During the three and nine months ended September 30, 2022, we repurchased and retired 6,907,090 and 15,946,279 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 889.7 million and $ 2,139.7 million, or $ 128.82 and $ 134.18 per share, respectively.

As of September 30, 2023, the remaining amount available under our share repurchase program was $ 1,090.2 million.

On October 26, 2023, our board of directors declared a dividend of $ 0.25 per share payable on December 29, 2023 to common shareholders of record as of December 15, 2023.

During the three months ended March 31, 2024 and 2023, we repurchased and retired 6,061,999 and 2,058,902 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 808.4 million and $ 206.6 million, or $ 133.35 and $ 100.33 per share, respectively.

The share repurchase activity for the three months ended March 31, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates.

The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $ 130.80 per share.

As of March 31, 2024, the remaining amount available under our share repurchase program was $ 1,471.9 million.

On April 25, 2024, our board of directors declared a dividend of $ 0.25 per share payable on June 28, 2024 to common shareholders of record as of June 14, 2024.

NOTE 11— SHARE-BASED AWARDS AND STOCK OPTIONS

The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Three Months Ended

March 31, 2024 March 31, 2023

(in thousands)

2 unchanged sentences

Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the nine months ended September 30, 2023:

The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2024:

Shares Weighted-Average

1 unchanged sentence

Unvested at December 31, 2023 2,481 $ 131.41

Replacement awards 202 98.44

Granted 1,168 130.71

1 unchanged sentence

Forfeited ( 49 ) 117.42

Unvested at September 30, 2023 2,533 $ 131.27

The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2023 and September 30, 2022 was $ 159.9 million and $ 128.8 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 33.7 million and $ 34.5 million during the three months ended September 30, 2023 and 2022, respectively, and $ 153.6 million and $ 113.2 million during the nine months ended September 30, 2023 and 2022, respectively.

As of September 30, 2023, there was $ 190.6 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 1.9 years.

Unvested at March 31, 2024 2,683 $ 127.64

The total fair value of restricted stock and performance awards vested during the three months ended March 31, 2024 and March 31, 2023 was $ 131.1 million and $ 126.5 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 35.6 million and $ 75.2 million during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, there was $ 262.6 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.2 years.

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2023:

The following table summarizes stock option activity for the three months ended March 31, 2024:

Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value

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Outstanding at December 31, 2023 921 $ 99.54 5.0 $ 32.1

Replacement awards 142 98.44

Granted 154 130.09

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Exercised ( 169 ) 51.89

Outstanding at September 30, 2023 937 $ 99.09 5.2 $ 24.3

Options vested and exercisable at September 30, 2023 654 $ 96.03 3.8 $ 19.7

We recognized compensation expense for stock options of $ 1.7 million and $ 1.2 million during the three months ended September 30, 2023 and 2022, respectively, and $ 15.5 million and $ 4.8 million during the nine months ended September 30, 2023 and 2022, respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022 was $ 8.7 million and $ 4.2 million, respectively.

As of September 30, 2023, we had $ 7.1 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.9 y ears.

The weighted-average grant-date fair value of stock options granted, including replacement awards granted in connection with the EVO acquisition, during the nine months ended September 30, 2023 and 2022 was $ 46.17 and $ 48.88 , respectively.

Outstanding at March 31, 2024 905 $ 113.67 5.7 $ 23.8

Options vested and exercisable at March 31, 2024 616 $ 111.85 4.0 $ 19.1

We recognized compensation expense for stock options of $ 2.8 million and $ 12.7 million during the three months ended March 31, 2024 and 2023, respectively.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 was $ 13.6 million.

As of March 31, 2024, we had $ 11.2 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.3 years .

The weighted-average grant-date fair value of stock options granted, including replacement awards granted in connection with the EVO acquisition, during the three months ended March 31, 2024 and 2023 was $ 54.42 and $ 47.08 , respectively.

Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:

Nine Months Ended

September 30, 2023 September 30, 2022

Three Months Ended

March 31, 2024 March 31, 2023

Risk-free interest rate 4.16 % 3.86 %

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Basic earnings per share ("EPS") was computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period.

Earnings available to common shareholders was the same as reported net income (loss) attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS.

All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS.

The dilutive share base for the three and nine months ended September 30, 2023 excluded approximately 0.2 million shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share.

The dilutive share base for the three months ended September 30, 2022 excluded approximately 467,770 shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share.

Due to a net loss for the nine months ended September 30, 2022, no incremental shares were included in the computation of diluted earnings per share because the effect would be antidilutive.

Approximately 1.9 million shares related to stock options and share-based awards were therefore excluded from the diluted share base for the nine months ended September 30, 2022.

The effect of the potential shares needed to settle the conversion spread on the convertible notes is included in diluted EPS if the effect is dilutive.

Earnings available to common shareholders is the same as reported net income (loss) attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS.

All stock options with an exercise price lower than the average market share price of

our common stock for the period are assumed to have a dilutive effect on EPS.

The dilutive share base for the three months ended March 31, 2024 excluded approximately 0.1 million shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share.

Due to a net loss for the three months ended March 31, 2023, no incremental shares were included in the computation of diluted earnings per share because the effect would be antidilutive.

Approximately 1.2 million shares related to stock options and share-based awards were therefore excluded from the dilutive share base for the three months ended March 31, 2023.

The effect of the potential shares needed to settle the conversion spread on our convertible notes is included in diluted EPS if the effect is dilutive.

The effect depends on the market share price of our common stock at the time of conversion and would be dilutive if the average market share price of our common stock for the period exceeds the conversion price.

For the three and nine months ended September 30, 2023, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

For the three months ended March 31, 2024, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

Further, the effect of the related capped call transactions is not included in the computation of diluted EPS as it is always anti-dilutive.

The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024 March 31, 2023

(in thousands)

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We regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S.

As of September 30, 2023, approximately 75 % of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

As of March 31, 2024, approximately 75 % of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so.

We have not experienced any losses associated with our balances in such accounts for the nine months ended September 30, 2023.

We have not experienced any losses associated with our balances in such accounts for the three months ended March 31, 2024 and 2023.

Restricted cash includes amounts that cannot be withdrawn or used for general operating activities under legal or regulatory restrictions.

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A reconciliation of the amounts of cash and cash equivalents and restricted cash in the consolidated balance sheets to the amount in the consolidated statements of cash flows is as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

Cash and cash equivalents $ 2,167,616 $ 2,088,887

Restricted cash included in prepaid expenses and other current assets 166,870 147,422

Restricted cash 159,414 167,190

Cash included in assets held for sale 693 798

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Long-lived assets

During the three and nine months ended September 30, 2023, we entered into agreements to acquire hardware, software and related services, of which $ 19.6 million and $ 67.6 million, respectively, was financed utilizing under four to five-year vendor financing arrangements.

Certain of the agreements included the purchase of assets previously leased.

During the three months ended September 30, 2022, we entered into an agreement to acquire hardware, software and related services, of which $ 83.5 million was financed utilizing a two-year vendor financing arrangement.

The agreement included the purchase of certain assets previously leased.

The reduction in operating and finance lease liabilities arising from the termination of the related right-of-use assets was $ 44.2 million and $ 9.7 million, respectively.

In connection with the completion of the EVO acquisition during the nine months ended September 30, 2023, we acquired right-of-use assets for operating leases of approximately $ 40.0 million, primarily related to real estate leases, and assumed the associated lease liabilities.

As of September 30, 2023, maturities of the acquired operating lease liabilities were as follows:

$ 2.0 million in 2023, $ 8.8 million in 2024, $ 8.1 million in 2025, $ 7.5 million in 2026, $ 6.2 million in 2027, $ 3.2 million in 2028 and $ 0.8 million thereafter.

As a result of actions taken in the third quarter of 2022 to reduce our facility footprint in certain markets around the world, we recognized charges of $ 27.7 million, primarily related to certain lease right-of-use assets, leasehold improvements, furniture and fixtures and equipment, to reduce the carrying amount of each asset group to estimated fair value.

The charges were presented within selling, general and administrative expenses in our consolidated statements of income for the three and nine months ended September 30, 2022.

Visa preferred shares

Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe").

In June 2016, Visa Inc.

("Visa") acquired all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa.

We assigned the preferred shares received a value of zero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors.

Based on the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be adjusted down such that the number of Visa common shares we receive could be as low as zero .

The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028 (subject to a holdback to cover any then pending claims).

In July 2022, in connection with the second mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa representing approximately one quarter of the original potential conversion rate.

We recognized a gain of $ 13.2 million reported in interest and other income in our consolidated statements of income for the three and nine months ended September 30, 2022 based on the fair value of the shares received and subsequently sold.

The remaining Series B and C convertible preferred shares continue to be carried at an assigned value of zero based on the aforementioned factors.

Through the acquisition of EVO in 2023, we obtained Series A and C convertible preferred shares of Visa.

The Series C preferred shares are carried at an assigned value of zero based on the aforementioned factors.

The Series A convertible preferred shares are not restricted and are convertible into a fixed number of Visa Class A common shares.

The Series A convertible preferred shares are presented at a fair value of $ 39.7 million in other current assets in our consolidated balance sheet as of September 30, 2023.

The fair value of the Visa Series A convertible preferred shares is determined using a market approach based on the quoted market price of Visa Class A common stock into which the Series A preferred shares are convertible, and as a result is classified as Level 2 of the fair value hierarchy.

During the three months ended March 31, 2023, we entered into a new agreement to acquire software, of which $ 48.0 million was financed utilizing a five-year vendor financing arrangement.

NOTE 14— ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 2023 and 2022:

Foreign Currency Translation Gains (Losses) Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss

(in thousands)

Balance at June 30, 2023 $ ( 347,290 ) $ ( 28,102 ) $ ( 3,009 ) $ ( 378,401 )

Other comprehensive income (loss) ( 108,179 ) 15,664 ( 22 ) ( 92,537 )

Balance at September 30, 2023 $ ( 455,469 ) $ ( 12,438 ) $ ( 3,031 ) $ ( 470,938 )

Balance at June 30, 2022 $ ( 343,401 ) $ ( 25,034 ) $ ( 2,743 ) $ ( 371,178 )

Other comprehensive income (loss) ( 234,903 ) 1,580 — ( 233,323 )

Balance at September 30, 2022 $ ( 578,304 ) $ ( 23,454 ) $ ( 2,743 ) $ ( 604,501 )

Other comprehensive loss attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 16.2 million and $ 14.8 million for the three months ended September 30, 2023 and 2022, respectively.

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three months ended March 31, 2024 and 2023:

Foreign Currency Translation Gains (Losses) Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss

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Other comprehensive income (loss) ( 58,579 ) 20,066 — ( 38,513 )

Balance at September 30, 2023 $ ( 455,469 ) $ ( 12,438 ) $ ( 3,031 ) $ ( 470,938 )

Balance at March 31, 2024 $ ( 274,119 ) $ ( 20,793 ) $ ( 2,526 ) $ ( 297,438 )

Balance at December 31, 2022 $ ( 380,584 ) $ ( 22,420 ) $ ( 2,965 ) $ ( 405,969 )

Other comprehensive income (loss) 30,889 ( 35,715 ) — ( 4,848 )

Balance at September 30, 2022 $ ( 578,304 ) $ ( 23,454 ) $ ( 2,743 ) $ ( 604,501 )

Other comprehensive loss attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 8.0 million and $ 33.7 million for the nine months ended September 30, 2023 and 2022, respectively.

Balance at March 31, 2023 $ ( 349,695 ) $ ( 58,135 ) $ ( 2,965 ) $ ( 410,817 )

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $( 23.1 ) million and $ 6.4 million for the three months ended March 31, 2024 and 2023, respectively.

NOTE 15— SEGMENT INFORMATION

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Merchant Solutions and Issuer Solutions.

As described in "Note 3 - Business Dispositions," during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised of our former Consumer Solutions segment.

As described in "Note 3 - Business Disposition," during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

Our former Consumer Solutions segment is presented below for periods prior to disposition.

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Operating overhead, shared costs and share-based compensation costs are included in Corporate.

Impairment of goodwill and gains or losses on business dispositions are not included in segment operating income.

Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments, net of tax, are not allocated to the individual segments.

Impairment of goodwill and gains or losses on business dispositions are not included in determining segment operating income.

Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments are not allocated to the individual segments.

We do not evaluate the performance of or allocate resources to our operating segments using asset data.

The accounting policies of the reportable operating segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2023 and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

Information on segments and reconciliations to consolidated revenues, consolidated operating income (loss) and consolidated depreciation and amortization were as follows for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended Nine Months Ended

September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022

Information on segments and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three months ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024 March 31, 2023

(in thousands)

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Corporate ( 234,283 ) ( 282,654 )

( 193,545 ) ( 236,042 ) ( 680,337 ) ( 575,758 )

Impairment of goodwill — — — ( 833,075 )

Net loss on business dispositions — ( 48,933 ) ( 139,095 ) ( 201,144 )

Loss on business disposition — ( 244,833 )

Consolidated operating income $ 452,252 $ 56,735

2 unchanged sentences

Issuer Solutions 163,974 160,853

Consumer Solutions — — — 35,776

Corporate 4,829 4,912

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(1) Revenues, operating income and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates and the effects of divested businesses through the respective disposal dates.

See “Note 2—Acquisition” and “Note 3—Business Dispositions” for further discussion.

(2) Operating loss for Corporate included acquisition and integration expenses of $ 74.4 million and $ 75.3 million for the three months ended September 30, 2023 and 2022, respectively.

Operating loss for Corporate included acquisition and integration expenses of $ 222.4 million and $ 184.8 million for the nine months ended September 30, 2023 and 2022, respectively.

During the three and nine months ended September 30, 2022, operating loss for Corporate also included $ 31.7 million and $ 40.0 million, respectively, of other charges related to facilities exit activities, while facilities exit actions resulted in charges during the three and nine months ended September 30, 2023 of $ 3.7 million and $ 15.0 million, respectively.

See “Note 2—Acquisition” and “Note 3—Business Disposition” for further discussion.

During the three months ended March 31, 2024 and 2023, operating income included acquisition and integration expenses of $ 78.9 million and $ 101.8 million, respectively, which were primarily included within Corporate expenses.

NOTE 16— COMMITMENTS AND CONTINGENCIES

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements