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Item 2. Management’s Discussion and Analysis

2024-05-01 compared with 2023-10-31 · 143 added, 199 removed, 140 unchanged (71% of the section changed)

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Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world.

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions and innovation, infrastructure to support our growing business and the ongoing consolidation and enhancement of our operating platforms.

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions, infrastructure to support our growing business and the ongoing consolidation and enhancement of our operating platforms.

These investments include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers, along with migration of certain underlying technology platforms to cloud environments to enhance performance, improve speed to market and drive cost efficiencies.

We also continue to execute on integration and other activities, such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

We have furthered our business strategy through several recent key transactions, including the following:

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

("EVO") for total purchase consideration of $4.3 billion.

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.

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

• 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.

In connection with the sale, we provided $675 million of seller financing and a five-year $50 million secured revolving facility available from the date of closing of the sale.

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 related to this sale.

• On April 1, 2023, we completed the sale of our gaming business for approximately $400.0 million, subject to certain closing adjustments.

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

We recognized a gain of $104.1 million during the nine months ended September 30, 2023 in connection with the sale.

• Our capital allocation priorities were supported by the issuance of Euro-denominated senior notes and the launch of a commercial paper program during the first quarter of 2023.

◦ 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.

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

◦ 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.

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

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

Highlights related to our financial condition at September 30, 2023 and results of operations for the three and nine months then ended include the following:

• Consolidated revenues for the three and nine months ended September 30, 2023 increased to $2,475.7 million and $7,220.6 million, respectively, compared to $2,285.4 million and $6,722.5 million, respectively, for the prior year.

The increase in consolidated revenues was primarily due to an increase in transaction volumes, including from the recently acquired EVO business, partially offset by the effects on revenue of the divested businesses.

• Merchant Solutions and Issuer Solutions segment operating income for the three and nine months ended September 30, 2023 increased compared to the prior year primarily due to the favorable effects of the increase in revenues, since certain fixed costs do not vary with revenues, and continued prudent expense management.

• Consolidated operating income for the three and nine months ended September 30, 2023 included the favorable effects of the increase in revenues as compared to the prior year and prudent expense management, partially offset by an increase in acquisition and integration expenses and amortization of acquired intangibles, primarily related to the acquisition of EVO.

Consolidated operating income for the nine months ended September 30, 2023 also included the effects of the loss on the sale of the consumer business, which was partially offset by the gain on the sale of the gaming business as described above.

Risks Related to Macroeconomic Conditions

We are exposed to general economic conditions, including currency fluctuations, inflation, rising interest rates and health and social events or other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance.

Highlights related to our financial condition at March 31, 2024, and results of operations for the three months then ended, include the following:

• Consolidated revenues for the three months ended March 31, 2024 increased to $2,420.2 million compared to $2,292.4 million for the prior year.

The increase in consolidated revenues was primarily due to an increase in transaction volumes, including from the EVO business acquired in March 2023, partially offset by the effects on revenue of the businesses divested in April 2023.

• Merchant Solutions and Issuer Solutions segment operating income and operating margin for the three months ended March 31, 2024 increased compared to the prior year primarily due to the favorable effect of increases in revenues, since certain fixed costs do not vary with revenues, and continued expense management.

• Consolidated operating income for the three months ended March 31, 2024 included the favorable effects of the increase in revenues as compared to the prior year, lower corporate expenses and the effects of the business divestitures completed in April 2023, partially offset by an increase in amortization of acquired intangibles, primarily related to the acquisition of EVO.

Consolidated operating income for the three months ended March 31, 2023 included the unfavorable effect of the loss on business disposition related to the sale of our consumer business.

• 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.

In connection with the issuance of the notes, we entered into privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected, for amounts in excess of the principal amount of converted notes up to a cap price.

Risks Related to Macroeconomic Effects and Other Global Conditions

We are exposed to general economic conditions, including currency fluctuations, inflation, rising interest rates and other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance.

Certain of our operations are conducted in foreign currencies.

Consequently, a portion of our revenues and expenses has been and may continue to be affected by fluctuations in foreign currency exchange rates.

A continued strengthening of the U.S.

A strengthening of the U.S.

dollar or other significant fluctuations in foreign currency exchange rates could result in an adverse effect on our future financial results;

however, we are unable to predict the extent of the potential effect on our financial results.

We have reduced our interest rate risk through issuance of fixed rate debt in place of variable rate debt, including the effect of interest rate swap hedging arrangements to convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate.

We have sought to reduce our interest rate risk through the issuance of fixed rate debt in place of variable rate debt, including the effect of interest rate swap hedging arrangements to convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate.

However, inflationary pressure or interest rate fluctuations could adversely affect our business and financial performance as a result of higher costs and/or lower consumer spending.

In addition, continued inflation or a rise in interest rates could result in an adverse effect on our future financial results and the recoverability of assets.

In addition, continued inflation or a rise in interest rates could have an adverse effect on our future financial results and the recoverability of assets.

However, as the future magnitude, duration and effects of these conditions are difficult to predict at this time, we are unable to predict the extent of the potential effect on our financial results.

In addition, failures of several financial institutions in the first quarter of 2023, including Silicon Valley Bank and Credit Suisse, have created uncertainty in the global financial markets and a greater focus on the potential failure of other banks in the future.

Although we do not have exposure to and did not experience losses as a result of these failures, 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.

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.

A disruption in financial markets could impair our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services or our customers' ability to access their existing cash to fulfill their payment obligations to us.

The occurrence of these events could negatively affect our business, financial condition and results of operations.

We also continue to evaluate the potential effects on our business from heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action, such as those arising from recent global events, which have increased the level of economic and political uncertainty in various regions of the world.

Although we have not experienced significant exposure or adverse effects on our business and financial results to date, the extent to which these events could affect the global economy and our operations is difficult to predict at this time.

However, a significant escalation, expansion of the scope or continuation of the related economic disruptions could have an adverse effect on our business and financial results.

Our financial condition and results of operations may be adversely affected by a downturn in macroeconomic conditions.

When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses.

For a further discussion of trends, uncertainties and other factors that could affect our future operating results, see the section entitled “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent filings we make with the SEC.

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Merchant Solutions and Issuer Solutions.

As described in “Note 3 – Business Dispositions” in the notes to the accompanying unaudited consolidated financial statements, 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” in the notes to the accompanying unaudited consolidated financial statements, 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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Business—Business Segments” within our Annual Report on Form 10-K for the year ended December 31, 2023, incorporated herein by reference, and “Note 15—Segment Information” in the notes to the accompanying unaudited consolidated financial statements.

The following table sets forth key selected financial data for the three months ended September 30, 2023 and 2022, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount.

The income statement data for the three months ended September 30, 2023 and 2022 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 — Financial Statements.

The following table sets forth key selected financial data for the three months ended March 31, 2024 and 2023, this data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the three months ended March 31, 2024 and 2023 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 — Financial Statements.

Three Months Ended

September 30, 2023 % of Revenues (1)

March 31, 2024 % of Revenues (1)

Three Months Ended

September 30, 2022 % of Revenues (1)

March 31, 2023 % of Revenues (1)

$ Change % Change

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Selling, general and administrative 1,045,545 43.2 % 1,043,126 45.5 % 2,419 0.2 %

Loss on business dispositions — — % 48,933 2.1 % (48,933) NM

Loss on business disposition — — % 244,833 10.7 % (244,833) NM

Operating expenses $ 1,967,935 81.3 % $ 2,235,712 97.5 % $ (267,777) (12.0) %

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Corporate (234,283) (9.7) % (282,654) (12.3) % 48,371 (17.1) %

(193,545) (7.8) % (236,042) (10.3) % 42,497 (18.0) %

Loss on business dispositions — — % (48,933) (2.1) % 48,933 NM

Loss on business disposition — — % (244,833) (10.7) % 244,833 NM

Operating income $ 452,252 18.7 % $ 56,735 2.5 % $ 395,517 697.1 %

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(2) Revenues, consolidated operating expenses, operating income and operating margin 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.

(3) 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.

During the three months ended September 30, 2023 and 2022, operating loss for Corporate also included $3.7 million and $31.7 million, respectively, of other charges related to facilities exit activities.

The following table sets forth key selected financial data for the nine months ended September 30, 2023 and 2022, this data as a percentage of total revenues and the changes between the periods in dollars and as a percentage of the prior-year amount.

The income statement data for the nine months ended September 30, 2023 and 2022 is derived from the accompanying unaudited consolidated financial statements included in Part I, Item 1 — Financial Statements.

Nine Months Ended

September 30, 2023 % of Revenues (1)

Nine Months Ended

September 30, 2022 % of Revenues (1)

$ Change % Change

(dollar amounts in thousands)

Revenues (2) :

Merchant Solutions $ 5,331,909 73.8 % $ 4,651,061 69.2 % $ 680,848 14.6 %

Issuer Solutions 1,769,196 24.5 % 1,663,008 24.7 % 106,188 6.4 %

Consumer Solutions 182,740 2.5 % 478,082 7.1 % (295,342) (61.8) %

Intersegment eliminations (63,238) (0.9) % (69,620) (1.0) % 6,382 (9.2) %

Consolidated revenues $ 7,220,607 100.0 % $ 6,722,531 100.0 % $ 498,076 7.4 %

Consolidated operating expenses (2) :

Cost of service $ 2,805,237 38.9 % $ 2,850,706 42.4 % $ (45,469) (1.6) %

Selling, general and administrative 3,058,605 42.4 % 2,605,085 38.8 % 453,520 17.4 %

Impairment of goodwill — — % 833,075 12.4 % (833,075) NM

Net loss on business dispositions 139,095 1.9 % 201,144 3.0 % (62,049) (30.8) %

Operating expenses $ 6,002,937 83.1 % $ 6,490,010 96.5 % $ (487,073) (7.5) %

Operating income (loss) (2) :

Merchant Solutions $ 1,748,622 24.2 % $ 1,530,573 22.8 % $ 218,049 14.2 %

Issuer Solutions 292,388 4.0 % 244,190 3.6 % 48,198 19.7 %

Consumer Solutions (3,908) (0.1) % 67,735 1.0 % (71,643) NM

Corporate (3)

(680,337) (9.4) % (575,758) (8.6) % (104,579) 18.2 %

Impairment of goodwill — — % (833,075) (12.4) % 833,075 NM

Net loss on business dispositions (139,095) (1.9) % (201,144) (3.0) % 62,049 (30.8) %

Operating income $ 1,217,670 16.9 % $ 232,521 3.5 % $ 985,149 423.7 %

Operating margin (2) :

Merchant Solutions 32.8 % 32.9 % (0.1) %

Issuer Solutions 16.5 % 14.7 % 1.8 %

Consumer Solutions (2.1) % 14.2 % (16.3) %

NM = Not meaningful

(1) Percentage amounts may not sum to the total due to rounding.

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

(3) 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 nine months ended September 30, 2023 and 2022, operating loss for Corporate also included $15.0 million and $40.0 million, respectively, of other charges related to facilities exit activities.

Consolidated revenues for the three and nine months ended September 30, 2023 increased by 8.3% and 7.4%, respectively, to $2,475.7 million and $7,220.6 million, respectively, compared to $2,285.4 million and $6,722.5 million, respectively, for the prior year.

The increase in revenues was primarily due to an increase in transaction volumes, including from the recently acquired EVO business.

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

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

Consolidated revenues for the three months ended March 31, 2024 increased by 5.6% to $2,420.2 million, compared to $2,292.4 million for the prior year.

The increase in revenues was primarily due to an increase in transaction volumes, including from the EVO business acquired in March 2023, partially offset by the effects on revenue of the businesses divested in April 2023.

Merchant Solutions Segment.

Revenues from our Merchant Solutions segment for the three and nine months ended September 30, 2023 increased by 18.0% and 14.6%, respectively, to $1,884.0 million and $5,331.9 million, respectively, compared to $1,596.3 million and $4,651.1 million, respectively, for the prior year.

The increase in revenues was primarily due to an increase in transaction volumes, including from the recently acquired EVO business, and growth in subscription and software revenue.

Revenues from our Merchant Solutions segment for the three months ended March 31, 2024 increased by 14.2% to $1,834.1 million, compared to $1,605.6 million for the prior year.

The increase in revenues was primarily due to an increase in transaction volumes, including from the EVO business, and growth in subscription and software revenue.

Issuer Solutions Segment.

Revenues from our Issuer Solutions segment for the three and nine months ended September 30, 2023 increased by 7.4% and 6.4%, respectively, to $607.8 million and $1,769.2 million, respectively, compared to $566.0 million and $1,663.0 million, respectively, for the prior year.

Revenues from our Issuer Solutions segment for the three months ended March 31, 2024 increased by 5.6% to $602.7 million, compared to $570.9 million for the prior year.

The increase in revenues was primarily due to an increase in transaction volumes.

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Cost of Service.

Cost of service for the three and nine months ended September 30, 2023 was $915.5 million and $2,805.2 million, respectively, compared to $931.2 million and $2,850.7 million, respectively, for the prior year.

Cost of service as a percentage of revenues was 37.0% and 38.9%, respectively, for the three and nine months ended September 30, 2023 compared to 40.7% and 42.4%, respectively, for the prior year.

Compared to the prior year, cost of service for the three and nine months ended September 30, 2023 decreased primarily due to prudent expense management and inclusion of costs related to the divested businesses for only a portion of the current year.

These favorable effects were partially offset by the inclusion of costs for the recently acquired EVO business, including the related amortization of acquired intangibles.

Cost of service included amortization of acquired intangibles of $340.4 million and $306.0 million for the three months ended September 30, 2023 and 2022, respectively, and $986.0 million and $962.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Cost of service for the three months ended March 31, 2024 was $922.4 million, compared to $947.8 million for the prior year.

Cost of service as a percentage of revenues decreased to 38.1% for the three months ended March 31, 2024, compared to 41.3% for the prior year.

The decrease in cost of service was primarily due to continued prudent expense management and the elimination of costs related to the businesses divested in 2023.

These favorable effects were partially offset by the inclusion of costs for the EVO business, including the related amortization of acquired intangibles.

Cost of service included amortization of acquired intangibles of $343.2 million and $301.3 million for the three months ended March 31, 2024 and 2023, respectively.

The decrease in cost of service as a percentage of revenues also reflects the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues.

Selling, General and Administrative Expenses .

Selling, general and administrative expenses for the three and nine months ended September 30, 2023 increased by 9.1% and 17.4%, respectively, to $1,002.0 million and $3,058.6 million, respectively, compared to $918.8 million and $2,605.1 million, respectively, for the prior year.

Selling, general and administrative expenses as a percentage of revenues was 40.5% and 42.4% for the three and nine months ended September 30, 2023, respectively, compared to 40.2% and 38.8%, respectively, for the prior year.

The increase in selling, general and administrative expenses for the three and nine months ended September 30, 2023 compared to the prior year was primarily due to increases in variable selling and other costs related to the increase in revenues, as well as the effects of higher acquisition and integration expenses, related primarily to the acquisition of EVO, and higher compensation and benefits costs, including an increase for the nine month period in share-based compensation expense for retirement eligible executives and our previous CEO, whose departure was announced on May 1, 2023.

This increase was partially offset by lower facilities exit charges in the current year and prudent expense management.

Selling, general and administrative expenses included acquisition and integration expenses of $75.1 million and $73.3 million for the three months ended September 30, 2023 and 2022, respectively, and $244.0 million and $186.2 million for the nine months ended September 30, 2023 and 2022, respectively.

Share-based compensation expense was $36.6 million and $37.1 million for the three months ended September 30, 2023 and 2022, respectively, and $173.3 million and $122.5 million for the nine months ended September 30, 2023 and 2022, respectively.

In addition, actions taken to exit certain leased facilities resulted in charges of $31.7 million and $40.0 million during the three and nine months ended September 30, 2022, respectively, primarily to reduce the carrying amount of the affected asset groups to estimated fair value, 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.

Corporate expenses for the three and nine months ended September 30, 2023 were $193.5 million and $680.3 million, respectively, compared to $236.0 million and $575.8 million, respectively, for the prior year.

The decrease for the three months ended September 30, 2023 compared to the prior year was primarily due to lower charges related to facilities exit activities in the current year as described above and prudent expense management.

The increase for the nine months ended September 30, 2023 compared to the prior year was primarily due to the increase in acquisition and integration and compensation expenses as described above, partially offset by lower charges related to facilities exit activities in the current year.

Corporate expenses included acquisition and integration expenses of $74.4 million and $222.4 million for the three and nine months ended September 30, 2023, respectively, compared to $75.3 million and $184.8 million for the three and nine months ended September 30, 2022, respectively.

Selling, general and administrative expenses for the three months ended March 31, 2024 were $1,045.5 million, compared to $1,043.1 million for the prior year.

Selling, general and administrative expenses as a percentage of revenues was 43.2% for the three months ended March 31, 2024, compared to 45.5% for the prior year.

Higher variable selling and other costs related to the increase in revenues and the inclusion of costs for the EVO business were offset by the elimination of costs related to the businesses divested in 2023, lower acquisition and integration expenses and a decrease in share-based compensation expense.

The change in selling, general and administrative expenses as a percentage of revenues also reflects the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues.

Selling, general and administrative expenses included acquisition and integration expenses of $78.9 million and $101.4 million for the three months ended March 31, 2024 and 2023, respectively.

Share-based compensation expense was $40.1 million and $89.6 million for the three months ended March 31, 2024 and 2023, respectively.

Corporate expenses for the three months ended March 31, 2024 were $234.3 million, compared to $282.7 million for the prior year.

The decrease for the three months ended March 31, 2024 was primarily due to the decrease in acquisition and integration and share-based compensation expenses as described above.

Operating Income and Operating Margin

Consolidated operating income for the three and nine months ended September 30, 2023 was $558.2 million and $1,217.7 million, respectively, compared to $386.4 million and $232.5 million, respectively, for the prior year.

Operating margin for the three and nine months ended September 30, 2023 was 22.5% and 16.9%, respectively, compared to 16.9% and 3.5% for the three and nine months ended September 30, 2022, respectively.

The increase in consolidated operating income and operating margin for the three and nine months ended September 30, 2023 compared to the prior year included the favorable effects of the increase in revenues, since certain fixed costs do not vary with revenues, and prudent expense management.

These effects were partially offset by higher acquisition and integration expenses, amortization of acquired intangibles and compensation expenses as described above.

In addition, the increase in consolidated operating income and operating margin for the three months ended September 30, 2023 included the favorable effect of lower corporate expenses as described above.

Consolidated operating income for the nine months ended September 30, 2023 also included the effects of the $104.1 million gain on sale of the gaming business and the net loss of $243.2 million on the consumer business disposition to reduce the carrying amount of the consumer disposal group to estimated fair value less costs to sell, including 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.

Consolidated operating income and operating margin for the nine months ended September 30, 2022 included the effects of the $127.2 million loss on the sale of our Merchant Solutions business in Russia and the $833.1 million goodwill impairment charge related to our former Business and Consumer Solutions reporting unit.

We also recognized charges within loss on the business dispositions in our consolidated statements of income 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.

Operating income for the three and nine months ended September 30, 2022 also included the unfavorable effect of a charge in the third quarter of 2022 related to facilities exit activities as described above.

Consolidated operating income for the three months ended March 31, 2024 was $452.3 million, compared to $56.7 million for the prior year.

Operating margin for the three months ended March 31, 2024 was 18.7%, compared to 2.5% for the prior year.

Consolidated operating income and operating margin for the three months ended March 31, 2024 compared to the prior year included the favorable effects of the increase in revenues, since certain fixed costs do not vary with revenues, prudent expense management and lower acquisition and integration and share-based compensation expenses as described above.

These effects were partially offset by higher amortization of acquired intangibles as described above.

Consolidated operating income and operating margin for the three months ended March 31, 2023 included the effects of the $244.8 million loss on business disposition related to the sale of our consumer business.

Segment Operating Income and Operating Margin

In our Merchant Solutions segment, operating income for the three and nine months ended September 30, 2023 increased compared to the prior year primarily due to the favorable effects of the increase in revenues, since certain fixed costs do not vary with revenues, and continued prudent expense management.

These favorable effects were partially offset by incremental expenses related to continued investment in new products, innovation and our technology environments.

In addition, the inclusion of recently acquired EVO had an unfavorable effect on the Merchant Solutions operating margin for the three and nine months ended September 30, 2023 as compared to the prior year.

In our Issuer Solutions segment, operating income and operating margin for the three and nine months ended September 30, 2023 increased compared to the prior year primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues, and continued prudent expense management.

In our Merchant Solutions segment, operating income for the three months ended March 31, 2024 increased compared to the prior year primarily due to the favorable effects of the increase in revenues, since certain fixed costs do not vary with revenues, and continued expense management.

These favorable effects were partially offset by incremental expenses related to continued investment in products, innovation and our technology environments.

In addition, the inclusion of the EVO business had an unfavorable effect on the Merchant Solutions operating margin for the three months ended March 31, 2024 as compared to the prior year.

In our Issuer Solutions segment, operating income and operating margin for the three months ended March 31, 2024 increased compared to the prior year primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues, and continued expense management.

Other Income/Expense, Net

Interest and other income for the three and nine months ended September 30, 2023 increased to $35.7 million and $74.8 million, respectively, compared to $20.4 million and $25.1 million, respectively, for the prior year, primarily due to the interest income associated with the new seller financing notes receivable.

We recognized interest income of $21.4 million and $37.1 million during the three and nine months ended September 30, 2023, respectively.

Other income for the three and nine months ended September 30, 2022 included a gain of $13.2 million recognized in connection with the release and conversion of a portion of our Visa convertible preferred shares.

See "Note 13—Supplemental Balance Sheet Information" in the notes to the accompanying consolidated financial statements for further discussion of this transaction.

Interest and other expense for the three and nine months ended September 30, 2023 increased to $176.1 million and $490.5 million, respectively, compared to $135.2 million and $327.7 million, respectively, for the prior year as a result of the increase in our average outstanding borrowings and higher average interest rates on outstanding borrowings.

In addition, during the nine months ended September 30, 2023, we incurred a noncash charge of $18.2 million for the estimated future credit losses on the new seller financing notes receivable.

Interest expense for the three and nine months ended September 30, 2022 included fees and charges incurred in connection with financing activities that occurred during the third quarter of 2022, including $17.3 million related to commitment fees associated with bridge financing.

Income Tax Expense

For the three months ended September 30, 2023, our effective income tax rate was 14.1%.

The effective rate included the favorable effects from 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 was 24.9%.

The effective tax rate reflects recognition 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.

This 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 was 5.2%.

The low effective rate was primarily due to the favorable effects of foreign interest income not subject to tax, 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 the loss on the sale of our Merchant Solutions business in Russia, for which no tax benefit was recognized.

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.

Interest and other income for the three months ended March 31, 2024 increased to $35.9 million, compared to $11.2 million for the prior year, primarily due to interest income associated with the seller financing notes that were issued in connection with the sale of our consumer business in the second quarter of 2023.

Interest and other expense for the three months ended March 31, 2024 increased to $162.1 million, compared to $122.9 million for the prior year, primarily due to an increase in our average outstanding borrowings along with higher average interest rates on outstanding borrowings.

Income Tax Expense (Benefit)

For the three months ended March 31, 2024, our effective income tax rate of 5.9% included the favorable effects 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 of 57.0%.

The tax rate for the three months ended March 31, 2023 included the favorable effects of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

In addition, during the three months ended March 31, 2023, we recognized a tax benefit on the loss on business disposition at the applicable tax rate, whereas the earnings other than this discrete item were tax effected at the lower estimated annual effective tax rate.

In December 2022, the EU Member States formally adopted the Pillar Two Directive, which generally provides for a global minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development Pillar Two Framework.

The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.

A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future.

We do not expect the Pillar Two Directive to have any significant effect on our financial statements.

Net Income (loss) Attributable to Global Payments

Net income attributable to Global Payments was $361.8 million and $624.9 million, respectively, for the three and nine months ended September 30, 2023 compared to net income (loss) of $290.5 million and $(137.8) million, respectively, for the prior year, reflecting the changes in operating income noted above along with changes in equity in income of equity method investments.

Equity in income of equity method investments for the three and nine months ended September 30, 2022 included a $17.9 million gain on the sale of an equity method investment.

Net income attributable to Global Payments was $313.3 million for the three months ended March 31, 2024 compared to net loss of $11.0 million for the prior year, reflecting the changes noted above.

Diluted Earnings (Loss) per Share

Diluted earnings per share was $1.39 and $2.39, respectively, for the three and nine months ended September 30, 2023 compared to diluted earnings (loss) per share of $1.05 and $(0.49), respectively, for the prior year.

Diluted earnings per share for the three and nine months ended September 30, 2023 reflects the changes in net income.

Diluted earnings per share was $1.22 for the three months ended March 31, 2024 compared to diluted loss per share of $0.04 for the prior year.

Diluted earnings per share for the three months ended March 31, 2024 reflects the changes in net income.

Liquidity and Capital Resources

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To supplement cash from operating activities, we use a combination of bank financing, such as borrowings under our credit facilities, commercial paper program and senior note issuances, for general corporate purposes and to fund acquisitions.

Our commercial paper program, established during the first quarter of 2023, provides a cost effective means of satisfying our short-term liquidity needs and 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.

Our commercial paper program provides a cost effective means of addressing our short-term liquidity needs and 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.

Finally, specialized lines of credit are also used in certain of our markets to fund merchant settlement prior to receipt of funds from the card networks.

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We believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity requirements associated with our operations for the near and long term.

At September 30, 2023, we had cash and cash equivalents totaling $1,941.8 million.

At March 31, 2024, we had cash and cash equivalents totaling $2,167.6 million.

Of this amount, we considered $763.6 million to be available for general purposes, of which $63.6 million is undistributed foreign earnings considered to be indefinitely reinvested outside the United States.

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Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement.

While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary

standing with our member sponsors.

While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors.

Funds held for customers, which are not restricted in their use, include amounts collected before the corresponding obligation is due to be settled to or at the direction of our customers.

We also had restricted cash of $166.9 million as of September 30, 2023, representing amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

We also had restricted cash of $159.4 million as of March 31, 2024, representing amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Operating activities provided net cash of $1,591.3 million and $1,534.5 million for the nine months ended September 30, 2023 and 2022, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, charges associated with the net loss on business dispositions and facility exit charges, and changes in operating assets and liabilities.

The increase in cash flows from operating activities from the prior year was due to fluctuations in operating results and related assets and liabilities that are affected primarily by timing of month-end and transaction volume, including changes in settlement processing assets and obligations and accounts payable and other liability balances.

We used net cash in investing activities of $4,119.7 million and $486.9 million during the nine months ended September 30, 2023 and 2022, respectively.

Operating activities provided net cash of $416.3 million and $599.5 million for the three months ended March 31, 2024 and 2023, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, charges associated with the net loss on business disposition and facility exit charges, and changes in operating assets and liabilities.

The decrease in cash flows from operating activities from the prior year was due to fluctuations in operating results and related assets and liabilities that are affected primarily by timing of month-end and transaction volume, including changes in settlement processing assets and obligations and accounts payable and other liability balances.

We used net cash in investing activities of $148.0 million and $4,206.8 million during the three months ended March 31, 2024 and 2023, respectively.

Cash used for investing activities primarily represents cash used to fund acquisitions, net of cash and restricted cash acquired, and capital expenditures.

During the nine months ended September 30, 2023 and 2022, we used cash of $4,099.8 million and $25.0 million, respectively, for acquisitions.

We made capital expenditures of $500.8 million and $463.4 million during the nine months ended September 30, 2023 and 2022, respectively.

During the three months ended March 31, 2024 and 2023, we used cash of $2.6 million and $4,046.8 million, respectively, for acquisitions.

We made capital expenditures of $145.4 million and $162.2 million during the three months ended March 31, 2024 and 2023, respectively.

These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms.

These investments also include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers.

We expect to continue to make significant capital investments in the business, and we anticipate capital expenditures to approximate $630 million during the year ending December 31, 2023.

Additionally, investing cash flows for the nine months ended September 30, 2023 includes the net effect on cash from the sale of our consumer and gaming businesses and the issuance and subsequent repayment of a $50 million secured revolving credit facility available from the date of the sale to the purchasers of the consumer business.

Investing cash flows for the nine months ended September 30, 2022 includes the net effect on cash from the sale of our Merchant Solutions business in Russia and cash received from the sale of investments in Visa common shares of $13.2 million and equity method investments of $17.9 million.

Financing activities include borrowings and repayments under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities.

We expect to continue to make significant capital investments in the business, and we anticipate capital expenditures to grow at a similar rate as our revenue growth during the year ending December 31, 2024.

Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities.

Our borrowing arrangements are further described in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests.

Financing activities provided net cash of $2,458.4 million during the nine months ended September 30, 2023, and we used net cash in financing activities of $804.6 million during the nine months ended September 30, 2022.

Proceeds from long-term debt were $8,861.1 million and $9,124.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Repayments of long-term debt were $7,628.9 million and $7,193.7 million for the nine months ended September 30, 2023 and 2022, respectively.

Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time-to-time, under our revolving credit facility, as well as scheduled principal repayments we make on our term loans, finance leases and other vendor financing arrangements.

During the nine months ended September 30, 2023, we also had net borrowings of $1,900.0 million under our commercial paper program.

We used net cash in financing activities of $163.4 million during the three months ended March 31, 2024, and financing activities provided net cash of $3,610.8 million during the three months ended March 31, 2023.

Proceeds from long-term debt were $4,609.0 million and $4,708.1 million for the three months ended March 31, 2024 and 2023, respectively.

Repayments of long-term debt were $2,628.5 million and $1,556.0 million for the three months ended March 31, 2024 and 2023, respectively.

Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time-to-time, under our revolving credit facility, as well as scheduled principal repayments we make on our senior notes, finance leases and other vendor financing arrangements.

During the three months ended March 31, 2024 and 2023, we had net repayments of $1,093.0 million and net borrowings of $1,048.6 million, respectively, under our commercial paper program.

Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected.

See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions.

Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume.

During the nine months ended September 30, 2023 and 2022, we had net repayments of settlement lines of credit of $33.3 million and $2.8 million, respectively.

During the three months ended March 31, 2024 and 2023, we had net borrowings of $133.2 million and net repayments of $281.4 million, respectively, under our settlement lines of credit.

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

During the nine months ended September 30, 2023 and 2022, we used $413.7 million and $2,139.7 million, respectively, to repurchase shares of our common stock.

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

We paid dividends to our common shareholders in the amounts of $195.6 million and $208.1 million during the nine months ended September 30, 2023 and 2022, respectively.

We made distributions to noncontrolling interests in the amount of $24.3 million and $17.7 million during the nine months ended September 30, 2023 and 2022, respectively.

During the three months ended March 31, 2024 and 2023, we used $800.0 million and $202.8 million, respectively, to repurchase shares of our common stock.

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.

We paid dividends to our common shareholders in the amounts of $63.6 million and $65.8 million during the three months ended March 31, 2024 and 2023, respectively.

We made distributions to noncontrolling interests in the amount of $4.7 million and $6.2 million during the three months ended March 31, 2024 and 2023, respectively.

Long-Term Debt and Lines of Credit

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Each series of the senior notes is redeemable, at our option, in whole or in part, at any time and from time-to-time at the redemption prices set forth in the related indenture.

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, fees for professional services 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 due June 1, 2023.

Convertible Notes

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

The convertible notes bear interest at a rate of 1.000% per annum.

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.

We also 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

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The amounts available to borrow under the revolving credit facility are also determined by a financial leverage covenant.

As of September 30, 2023, there were borrowings of $1,545.0 million outstanding under the revolving credit facility, and the total available commitments under the revolving credit facility were $2.3 billion.

As of March 31, 2024, there were borrowings of $1,598.0 million outstanding under the revolving credit facility, 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.

The 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.

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.

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

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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 borrowings und er our commercial paper program of $1,900.0 million outstanding with a weighted average annual interest rate of 6.07%.

As of March 31, 2024 , we ha d net borrowings under our commercial paper program of $275.0 million outstanding with a weighted average annual interest rate of 6.01%.

Compliance with Covenants

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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.

Settlement Lines of Credit

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Accordingly, the amount of the outstanding lines of credit may exceed the stated credit limit.

As of September 30, 2023, a total of $86.3 million of cash on deposit was used to determine the available credit.

As of September 30, 2023, we had $707.8 million outstanding under these lines of credit with additional capacity to fund settlement of $1.7 billion.

During the three months ended September 30, 2023, the maximum and average outstanding balances under these lines of credit were $1,035.1 million and $537.8 million, respectively.

The weighted-average interest rate on these borrowings was 5.97% at September 30, 2023.

As of March 31, 2024, a total of $82.5 million of cash on deposit was used to determine the available credit.

As of March 31, 2024, we had $1,095.9 million outstanding under these lines of credit with additional capacity to fund settlement of $1,294.1 million.

During the three months ended March 31, 2024, the maximum and average outstanding balances under these lines of credit were $1,197.1 million and $504.4 million, respectively.

The weighted-average interest rate on these borrowings was 5.91% at March 31, 2024.

See "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements for further information about our borrowing agreements.

Update to Critical Accounting Estimates

Redeemable noncontrolling interests - Redeemable noncontrolling interests in our subsidiaries in Poland, Greece, and Chile relate to the portion of equity in each of those subsidiaries not attributable, directly or indirectly, to us, which is redeemable upon the occurrence of an event that is not solely within our control.

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), c apital 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.

Refer to “Note 9—Redeemable Noncontrolling Interests” in the notes to the accompanying unaudited consolidated financial statements for further information.

Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that may affect our current and/or future financial statements.

There were no new recently adopted accounting pronouncements during the period or recently issued accounting pronouncements not yet adopted as of September 30, 2023.

See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying unaudited consolidated financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Forward-Looking Statements

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measures of future results of operations, such as revenues, expenses, operating margins, income tax rates, and earnings per share;

other operating metrics such as capital expenditures;

the effects of economic conditions on our business;

statements about the benefits of our acquisitions or divestitures, including future financial and operating results, the company’s plans, objectives, expectations and intentions, and the successful integration of our acquisitions or completion of anticipated benefits or strategic initiatives;

and our success and timing in developing and introducing new services and expanding our business.

other operating metrics such as shares outstanding and capital expenditures;

statements we make regarding guidance and projected financial results for the year 2024;

the effects of general economic conditions on our business;

statements about the benefits of our acquisitions or divestitures, including future financial and operating results and the completion and expected timing of our acquisitions or completion of anticipated benefits or strategic initiatives;

our success and timing in developing and introducing new services and expanding our business;

and other statements regarding our future financial performance and the company's plans, objectives, expectations and intentions.

You can sometimes identify forward-looking statements by our use of the words "believes," "anticipates," "expects," "intends," "plan," "forecast," "guidance" and similar expressions.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control, cannot be foreseen and reflect future business decisions that are subject to change.

Accordingly, we cannot guarantee that our plans and expectations will be achieved.

Our actual revenues, revenue growth rates and margins, other results of operations and shareholder values could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control.

Important factors, among others, that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include the effects of global economic, political, market, health and social events or other conditions;

foreign currency exchange, continuing inflation and rising interest rate risks;

Our actual revenues, revenue growth rates and margins, and other results of operations could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control.

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, the effects of global economic, political, market, health and social events or other conditions;

foreign currency exchange, inflation and rising interest rate risks;

difficulties, delays and higher than anticipated costs related to integrating the businesses of acquired companies, including with respect to implementing controls to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units;

the effect of a security breach or operational failure on the Company's business;

the effect of a security breach or operational failure on our business;

failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements;

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While we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to our forward-looking statements, except as required by law.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 2. Management’s Discussion and Analysis