What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-07 · 180 added, 153 removed, 643 unchanged (34% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, 2024 June 30, 2023

September 30, 2024 September 30, 2023

Revenues $ 2,601,552 $ 2,475,691

2 unchanged sentences

Selling, general and administrative 1,179,026 1,001,964

Gain on business dispositions — ( 105,738 )

2,125,971 1,917,495

17 unchanged sentences

(in thousands, except per share data)

Six Months Ended

June 30, 2024 June 30, 2023

Nine Months Ended

September 30, 2024 September 30, 2023

Revenues $ 7,590,508 $ 7,220,607

23 unchanged sentences

Three Months Ended

June 30, 2024 June 30, 2023

September 30, 2024 September 30, 2023

Net income $ 333,533 $ 376,605

2 unchanged sentences

Income tax (expense) benefit related to foreign currency translation adjustments ( 4,572 ) 890

Net unrealized gains on hedging activities 8,929 40,078

Net unrealized (losses) gains on hedging activities ( 31,811 ) 22,993

Reclassification of net unrealized gains on hedging activities to interest expense ( 2,786 ) ( 2,375 )

Income tax expense related to hedging activities ( 1,532 ) ( 9,144 )

Income tax (expense) benefit related to hedging activities 8,388 ( 4,954 )

Other, net of tax — ( 22 )

1 unchanged sentence

Comprehensive income 491,127 267,883

Comprehensive income attributable to noncontrolling interests 7,430 11,906

Comprehensive income (loss) attributable to noncontrolling interests 53,053 ( 1,410 )

Comprehensive income attributable to Global Payments $ 438,074 $ 269,293

Six Months Ended

June 30, 2024 June 30, 2023

Nine Months Ended

September 30, 2024 September 30, 2023

Net income $ 1,045,870 $ 656,390

2 unchanged sentences

Income tax (expense) benefit related to foreign currency translation adjustments ( 985 ) 360

Net unrealized gains (losses) on hedging activities 38,045 ( 7,973 )

Reclassification of net unrealized (gains) losses on hedging activities to interest expense ( 5,281 ) 485

Net unrealized gains on hedging activities 6,234 15,020

Reclassification of net unrealized gains on hedging activities to interest expense ( 8,067 ) ( 1,890 )

Income tax (expense) benefit related to hedging activities 468 ( 3,148 )

Other, net of tax — ( 66 )

Other comprehensive income (loss) ( 163,534 ) 35,790

Other comprehensive loss ( 5,940 ) ( 72,932 )

Comprehensive income 1,039,930 583,458

Comprehensive income (loss) attributable to noncontrolling interests ( 5,902 ) 24,901

Comprehensive income attributable to noncontrolling interests 47,151 23,491

Comprehensive income attributable to Global Payments $ 992,779 $ 559,967

3 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

27 unchanged sentences

Common stock, no par value;

400,000,000 shares authorized at June 30, 2024 and December 31, 2023;

254,353,455 issued and outstanding at June 30, 2024 and 260,382,746 issued and outstanding at December 31, 2023

400,000,000 shares authorized at September 30, 2024 and December 31, 2023;

254,401,583 issued and outstanding at September 30, 2024 and 260,382,746 issued and outstanding at December 31, 2023

Paid-in capital 18,810,835 19,800,953

9 unchanged sentences

(in thousands)

Six Months Ended

June 30, 2024 June 30, 2023

Nine Months Ended

September 30, 2024 September 30, 2023

Cash flows from operating activities:

10 unchanged sentences

Equity in income of equity method investments, net of tax ( 50,644 ) ( 54,101 )

Technology asset charge 55,808 —

Net loss on business dispositions — 139,095

10 unchanged sentences

Issuance of notes receivable — ( 50,000 )

Repayment of notes receivable — 50,000

Net cash from sales of businesses — 478,695

Proceeds from sale of investments 18,076 —

Other, net 6 2,187

1 unchanged sentence

Cash flows from financing activities:

Net borrowings from (repayments of) settlement lines of credit 55,351 ( 233,075 )

Net repayments of settlement lines of credit ( 184,454 ) ( 33,328 )

Net borrowings from (repayments of) commercial paper notes ( 1,367,859 ) 1,896,513

24 unchanged sentences

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

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

Balance at June 30, 2024 254,353 $ 18,761,494 $ 4,018,207 $ ( 392,287 ) $ 22,387,414 $ 626,238 $ 23,013,652 $ 147,400

Net income 315,125 315,125 14,753 329,878 3,655

Other comprehensive income (loss) ( 94,849 ) ( 94,849 ) ( 7,617 ) ( 102,466 ) 532

Other comprehensive income 122,949 122,949 29,070 152,019 5,575

Stock issued under share-based compensation plans 141 8,394 8,394 8,394

1 unchanged sentence

Share-based compensation expense 50,999 50,999 50,999

Repurchases of common stock ( 911 ) ( 100,872 ) ( 100,872 ) ( 100,872 )

Excise tax on net share repurchases ( 16 ) ( 16 ) ( 16 )

Distributions to noncontrolling interests — ( 18,475 ) ( 18,475 )

Contributions from noncontrolling interests

Cash dividends declared ($ 0.25 per common share)

( 63,436 ) ( 63,436 ) ( 63,436 )

Balance at June 30, 2024 254,353 $ 18,761,494 $ 4,018,207 $ ( 392,287 ) $ 22,387,414 $ 626,238 $ 23,013,652 $ 147,400

Balance at September 30, 2024 254,402 $ 18,810,835 $ 4,269,896 $ ( 269,338 ) $ 22,811,393 $ 651,586 $ 23,462,979 $ 156,630

Shareholders' Equity

4 unchanged sentences

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

Net income (loss) 274,148 274,148 10,062 284,210 ( 4 )

Other comprehensive income 32,416 32,416 717 33,133 1,131

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

1 unchanged sentence

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

Repurchases of common stock ( 2,006 ) ( 207,495 ) ( 207,495 ) ( 207,495 )

Excise tax on net share repurchases 303 303 303

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

2 unchanged sentences

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

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

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

See Notes to Unaudited Consolidated Financial Statements.

9 unchanged sentences

Net income 1,003,192 1,003,192 35,189 1,038,381 7,489

Other comprehensive loss ( 133,362 ) ( 133,362 ) ( 22,618 ) ( 155,980 ) ( 7,554 )

Other comprehensive income (loss) ( 10,413 ) ( 10,413 ) 6,452 ( 3,961 ) ( 1,979 )

Stock issued under share-based compensation plans 1,418 33,531 33,531 33,531

9 unchanged sentences

( 190,478 ) ( 190,478 ) ( 190,478 )

Balance at June 30, 2024 254,353 $ 18,761,494 $ 4,018,207 $ ( 392,287 ) $ 22,387,414 $ 626,238 $ 23,013,652 $ 147,400

Balance at September 30, 2024 254,402 $ 18,810,835 $ 4,269,896 $ ( 269,338 ) $ 22,811,393 $ 651,586 $ 23,462,979 $ 156,630

Shareholders' Equity

5 unchanged sentences

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) 263,107 263,107 16,683 279,790 ( 4 )

Other comprehensive income 27,568 27,568 7,091 34,659 1,131

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

8 unchanged sentences

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

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

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

See Notes to Unaudited Consolidated Financial Statements.

78 unchanged sentences

Total purchase consideration $ 4,269,620

During the six months ended June 30, 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 six months ended June 30, 2024 were not material.

During the nine months ended September 30, 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 nine months ended September 30, 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.

8 unchanged sentences

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

For the six months ended June 30, 2024, and during the period from the acquisition date through June 30, 2023, the acquired operations of EVO contributed less than 10 % to our consolidated revenues and operating income.

For the nine months ended September 30, 2024, and during the period from the acquisition date through September 30, 2023, the acquired operations of EVO contributed less than 10 % to our consolidated revenues and operating income.

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

3 unchanged sentences

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 three and six months ended June 30, 2023.

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

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.

The consumer business comprised our former Consumer Solutions segment prior to disposition and had been presented as held for sale with certain adjustments to report the disposal group at fair value less costs to sell in our consolidated balance sheet since June 30, 2022.

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

We recognized a gain (loss) on business dispositions in our consolidated statement of income of $ 1.6 million and $( 243.2 ) million during the three and six months ended June 30, 2023, respectively.

The gain (loss) during the three and six months ended June 30, 2023, respectively, 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.

We recognized a loss on this business disposition in our consolidated statement of income of $ 243.2 million during the nine months ended September 30, 2023.

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.

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.

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 $ 22.1 million and $ 43.6 million on the notes during the three and six months ended June 30, 2024, respectively, and $ 14.9 million during the three and six months ended June 30, 2023, 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 six months ended June 30, 2023.

As of June 30, 2024 and December 31, 2023 , there was an aggregate principal amount o f $ 780.6 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.

In addition, during the second quarter of 2023, we provided the purchasers a five-year $ 50 million secured revolving facility, bearing interest at a fixed annual rate of 9.0 % payable quarterly in cash, initial drawings on which were subsequently repaid during the third quarter of 2023.

In connection with the sale of our gaming business in April 2023, we 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 $ 22.8 million and $ 66.4 million on the notes during the three and nine months ended September 30, 2024, respectively, and $ 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.

As of September 30, 2024 and December 31, 2023 , there was an aggregate principal amount of $ 795.1 million and $ 753.5 million, respectively, outstanding on the notes, including PIK interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheet.

Principal payments due within 12 months are included in prepaid expenses and other current assets in the consolidated balance sheets.

We recognized noncash charges for the estimated future credit losses on the notes of $ 15.2 million for the three and six months ended June 30, 2024, and $ 18.2 million for the three and six months ended June 30, 2023 .

The estimated fair value of the notes receivable was $ 766.5 million an d $ 735.6 million as of June 30, 2024 and December 31, 2023, respectively .

We recognized an initial noncash charge as an allowance for estimated future credit losses on the notes of $ 18.2 million during the nine months ended September 30, 2023, which is included as a component of interest and other expense in our consolidated statements of income.

The allowance for estimated future credit losses was subsequently reduced to $ 15.2 million in the fourth quarter of 2023.

The estimated fair value of the notes receivable was $ 802.5 million an d $ 735.6 million as of September 30, 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.

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 six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024

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, 2024 and 2023:

Three Months Ended September 30, 2024

Solutions Issuer

6 unchanged sentences

$ 1,997,660 $ 621,130 $ ( 17,238 ) $ 2,601,552

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Solutions Issuer

Solutions Consumer

Solutions Intersegment

5 unchanged sentences

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Solutions Issuer

6 unchanged sentences

$ 5,802,780 $ 1,837,373 $ ( 49,645 ) $ 7,590,508

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Solutions Issuer

7 unchanged sentences

$ 5,331,909 $ 1,769,196 $ 182,740 $ ( 63,238 ) $ 7,220,607

The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

(in thousands)

3 unchanged sentences

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 six months ended June 30, 2024 and 2023, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of June 30, 2024 and December 31, 2023 was as follows:

Balance Sheet Location June 30, 2024 December 31, 2023

For the three and nine months ended September 30, 2024 and 2023, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of September 30, 2024 and December 31, 2023 was as follows:

Balance Sheet Location September 30, 2024 December 31, 2023

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities $ 62,241 $ 54,246

Net contract assets were not material at June 30, 2024 or December 31, 2023.

Revenue recognized for the three months ended June 30, 2024 and 2023 from contract liability balances at the beginning of each period was $ 84.2 million and $ 85.2 million, respectively.

Revenue recognized for the six months ended June 30, 2024 and 2023 from contract liability balances at the beginning of each period was $ 150.6 million a nd $ 142.9 million, respectively.

Net contract assets were not material at September 30, 2024 or December 31, 2023.

Revenue recognized for the three months ended September 30, 2024 and 2023 from contract liability balances at the beginning of each period was $ 84.9 million and $ 85.2 million, respectively.

Revenue recognized for the nine months ended September 30, 2024 and 2023 from contract liability balances at the beginning of each period was $ 188.2 million a nd $ 181.3 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 June 30, 2024.

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, 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,

4 unchanged sentences

NOTE 5— GOODWILL AND OTHER INTANGIBLE ASSETS

As of June 30, 2024 and December 31, 2023, goodwill and other intangible assets consisted of the following:

June 30, 2024 December 31, 2023

As of September 30, 2024 and December 31, 2023, goodwill and other intangible assets consisted of the following:

September 30, 2024 December 31, 2023

(in thousands)

13 unchanged sentences

$ 9,318,535 $ 10,168,046

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the six months ended June 30, 2024:

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2024:

Solutions Issuer

5 unchanged sentences

Measurement period adjustments 19,927 — 19,927

Balance at June 30, 2024 $ 17,347,397 $ 9,513,103 $ 26,860,500

Accumulated impairment losses for goodwill were $ 357.9 million as of June 30, 2024 and December 31, 2023.

Balance at September 30, 2024 $ 17,431,219 $ 9,528,348 $ 26,959,567

Accumulated impairment losses for goodwill were $ 357.9 million as of September 30, 2024 and December 31, 2023.

NOTE 6— LONG-TERM DEBT AND LINES OF CREDIT

As of June 30, 2024 and December 31, 2023, long-term debt consisted of the following:

June 30, 2024 December 31, 2023

As of September 30, 2024 and December 31, 2023, long-term debt consisted of the following:

September 30, 2024 December 31, 2023

(in thousands)

40 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 June 30, 2024, the unamortized discount on senior notes and convertible notes was $ 42.3 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 102.6 million.

At September 30, 2024, the unamortized discount on senior notes and convertible notes was $ 40.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 98.0 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 June 30, 2024 and December 31, 2023, unamortized debt issuance costs on the unsecured revolving credit facility were $ 16.0 million and $ 18.5 million, respectively.

At June 30, 2024, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

At September 30, 2024 and December 31, 2023, unamortized debt issuance costs on the unsecured revolving credit facility were $ 14.7 million and $ 18.5 million, respectively.

At September 30, 2024, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

Year Ending December 31,

29 unchanged sentences

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 as of June 30, 2024, net of applicable income taxes.

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 as of September 30, 2024, net of applicable income taxes.

1.000 % convertible notes due August 15, 2029

5 unchanged sentences

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

As of June 30, 2024, there were borrowings of $ 1.5 billion outstanding under the revolving credit facility with an interest rate of 6.80 %, and the total available commitments under the revolving credit facility were $ 3.6 billion.

As of September 30, 2024, there were borrowings of $ 1.5 billion outstanding under the revolving credit facility with an interest rate of 6.56 %, and the total available commitments under the revolving credit facility were $ 4.2 billion.

Commercial Paper

2 unchanged sentences

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 June 30, 2024, we had net borrowings under our comm ercial paper program of $ 431.6 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 6.03 %.

As of September 30, 2024, we had no borrowings outstanding under our comm ercial paper program.

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.

1 unchanged sentence

Fair Value of Long-Term Debt

As of June 30, 2024, our senior notes had a total carrying amount of $ 11.6 billion and an estimated fair value of $ 10.9 billion.

As of June 30, 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 $ 1.8 billion.

As of September 30, 2024, our senior notes had a total carrying amount of $ 11.7 billion and an estimated fair value of $ 11.3 billion.

As of September 30, 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 $ 1.9 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 June 30, 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 $ 1.4 billion.

As of September 30, 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 $ 1.5 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 June 30, 2024.

The fair value of other long-term debt approximated its carrying amount at September 30, 2024.

Compliance with Covenants

2 unchanged sentences

The required leverage ratio was increased 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 June 30, 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 June 30, 2024.

As of September 30, 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 September 30, 2024.

Interest Expense

Interest expense was $ 154.4 million and $ 172.3 million for the three months ended June 30, 2024 and 2023, respectively, and $ 315.2 million and $ 291.3 million for the six months ended June 30, 2024 and 2023, respectively.

Interest expense was $ 150.0 million and $ 173.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 465.2 million and $ 464.6 million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 7— DERIVATIVES AND HEDGING INSTRUMENTS

4 unchanged sentences

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 gain (loss) of $ 6.1 million and $ 1.8 million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the three months ended June 30, 2024 and 2023, respectively, and $( 0.9 ) million and $( 16.5 ) million during the six months ended June 30, 2024 and 2023, respectively.

We recognized a (loss) gain of $( 34.0 ) million and $ 26.8 million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the three months ended September 30, 2024 and 2023, respectively, and $( 34.9 ) million and $ 10.3 million during the nine months ended September 30, 2024 and 2023, respectively.

Interest Rate Swaps

6 unchanged sentences

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 June 30, 2024 Range of Maturity Dates at June 30, 2024 June 30, 2024 December 31, 2023

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at September 30, 2024 Range of Maturity Dates at September 30, 2024 September 30, 2024 December 31, 2023

(in thousands)

Interest rate swaps (Notional of $ 1.5 billion at June 30, 2024 and December 31, 2023)

Other noncurrent assets 4.26 % April 17, 2027 - August 17, 2027 $ 1,631 $ —

Interest rate swaps (Notional of $ 1.5 billion at June 30, 2024 and December 31, 2023)

Interest rate swaps (Notional of $ 1.5 billion at September 30, 2024 and December 31, 2023)

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 34,172 $ 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 and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

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, 2024 and 2023:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

(in thousands)

Net unrealized gains (losses) recognized in other comprehensive income (loss) $ ( 31,811 ) $ 22,993 $ 6,234 $ 15,020

Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense $ 2,619 $ 901 $ 5,281 $ ( 485 )

As of June 30, 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 $ 6.4 million.

Net unrealized gains reclassified out of other comprehensive income (loss) to interest expense $ 2,786 $ 2,375 $ 8,067 $ 1,890

As of September 30, 2024, the amount of net unrealized loss 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 $ 10.1 million.

NOTE 8— INCOME TAX

Our effective income tax rates for the three and six months ended June 30, 2024 were 17.3 % and 12.5 %, respectively.

Our effective income tax rates for the three and six months ended June 30, 2024 differed favorably from the U.S.

Our effective income tax rates for the three and nine months ended September 30, 2024 were 15.3 % and 13.4 %, respectively.

Our effective income tax rates for the three and nine months ended September 30, 2024 differed favorably from the U.S.

statutory rate primarily as a result of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

Our effective income tax rate for the six months ended June 30, 2024 also included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.

For the three and six months ended June 30, 2023, we reported a tax expense of 39.2 % and 36.7 %, respectively, of the reported income before taxes.

For the three and six months ended June 30, 2023, tax expense was greater than the U.S.

statutory tax rate 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.

These effects were 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.

Our effective income tax rate for the nine months ended September 30, 2024 also included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.

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 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.

NOTE 9— REDEEMABLE NONCONTROLLING INTERESTS

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Under the shareholder agreement, the minority shareholder has the option to compel us to purchase their shares at fair market value upon the occurrence of a specific change in control event.

As of June 30, 2024, the option is not considered probable of becoming redeemable.

As of September 30, 2024, the option is not considered probable of becoming redeemable.

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

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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.

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.

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

During the three months ended June 30, 2024 and 2023, we repurchased and retired 910,980 and 2,006,016 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 100.9 million and $ 207.5 million, or $ 110.73 and $ 103.44 per share, respectively.

During the six months ended June 30, 2024 and 2023, we repurchased and retired 6,972,979 and 4,064,918 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 909.2 million and $ 414.0 million, or $ 130.39 and $ 101.86 per share, respectively.

The share repurchase activity for the six months ended June 30, 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.

During the nine months ended September 30, 2024 and 2023, we repurchased and retired 6,972,979 and 4,064,918 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 909.3 million and $ 413.7 million, or $ 130.40 and $ 101.79 per share, respectively.

The share repurchase activity for the nine months ended September 30, 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 June 30, 2024, the remaining amount available under our share repurchase program was $ 1,371.9 million.

On July 31, 2024, our board of directors declared a dividend of $ 0.25 per share payable on September 27, 2024 to common shareholders of record as of September 13, 2024.

As of September 30, 2024, the remaining amount available under our share repurchase program was $ 1,371.9 million.

On October 24, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $ 2.5 billion.

On October 30, 2024, we entered into an accelerated share repurchase agreement to repurchase an aggregate $ 600 million shares of common stock during the program purchase period, which will end prior to December 31, 2024.

The total number of shares to be repurchased under the program will generally be based on the average of the daily volume-weighted average prices of our common stock during the repurchase period less a discount and subject to adjustments pursuant to the terms of the program.

On October 24, 2024, our board of directors declared a dividend of $ 0.25 per share payable on December 27, 2024 to common shareholders of record as of December 13, 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 Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

(in thousands)

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Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the six months ended June 30, 2024:

The following table summarizes the changes in unvested restricted stock and performance awards for the nine months ended September 30, 2024:

Shares Weighted-Average

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Forfeited ( 153 ) 121.64

Unvested at June 30, 2024 2,617 $ 127.90

The total fair value of restricted stock and performance awards vested during the six months ended June 30, 2024 and 2023 was $ 137.5 million and $ 151.1 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 40.6 million and $ 44.7 million during the three months ended June 30, 2024 and 2023, respectively, and $ 76.2 million and $ 119.9 million during the six months ended June 30, 2024 and 2023 , respectively.

As of June 30, 2024, there was $ 220.9 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.

Unvested at September 30, 2024 2,400 $ 125.54

The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2024 and 2023 was $ 162.8 million and $ 159.9 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 47.7 million and $ 33.7 million during the three months ended September 30, 2024 and 2023, respectively, and $ 123.9 million and $ 153.6 million during the nine months ended September 30, 2024 and 2023 , respectively.

As of September 30, 2024, there was $ 163.8 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.

Stock Options

The following table summarizes stock option activity for the six months ended June 30, 2024:

The following table summarizes stock option activity for the nine months ended September 30, 2024:

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

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Exercised ( 207 ) 58.55

Outstanding at June 30, 2024 821 $ 111.50 5.9 $ 6.1

Options vested and exercisable at June 30, 2024 549 $ 107.76 4.4 $ 5.6

We recognized compensation expense for stock options of $ 1.3 million and $ 1.1 million during the three months ended June 30, 2024 and 2023, respectively, and $ 4.2 million and $ 13.9 million during the six months ended June 30, 2024 and 2023, respectively.

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2024 and 2023 was $ 14.6 million and $ 0.9 million, respectively.

As of June 30, 2024, we had $ 9.8 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.1 years .

The weighted-average grant-date fair value of stock options granted, including replacement awards granted in connection with the EVO acquisition, during the six months ended June 30, 2024 and 2023 was $ 54.42 and $ 46.17 , respectively.

Outstanding at September 30, 2024 812 $ 111.34 5.6 $ 7.3

Options vested and exercisable at September 30, 2024 551 $ 108.22 4.1 $ 6.7

We recognized compensation expense for stock options of $ 2.0 million and $ 1.7 million during the three months ended September 30, 2024 and 2023, respectively, and $ 6.2 million and $ 15.5 million during the nine months ended September 30, 2024 and 2023, respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023 was $ 14.7 million and $ 8.7 million, respectively.

As of September 30, 2024, we had $ 8.8 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.1 years .

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, 2024 and 2023 was $ 53.28 and $ 46.17 , respectively.

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

Six Months Ended

June 30, 2024 June 30, 2023

Nine Months Ended

September 30, 2024 September 30, 2023

Risk-free interest rate 4.13 % 3.84 %

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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 six months ended June 30, 2024 excluded approximately 0.7 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 and six months ended June 30, 2023 excluded approximately 0.9 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 and nine months ended September 30, 2024 excluded approximately 0.5 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 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 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 six months ended June 30, 2024, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

For the three and nine months ended September 30, 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 six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 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 June 30, 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.

As of September 30, 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 three and six months ended June 30, 2024 and 2023.

We have not experienced any losses associated with our balances in such accounts for the three and nine months ended September 30, 2024 and 2023.

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

Restricted cash consists of amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Restricted cash consists of amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Restricted cash is included in prepaid expenses and other current assets in the consolidated balance sheets with a corresponding liability in accounts payable and accrued liabilities.

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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

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Long-lived assets

During the six months ended June 30, 2023, we entered into a new agreement to acquire software, of which $ 48.0 million was financed utilizing a five-year vendor financing arrangement.

As a result of decisions made in the third quarter of 2024 regarding the future state of our technology architecture model, we wrote off capitalized software assets of $ 27.3 million and capitalized cloud implementation cost assets of $ 28.5 million that will no longer be utilized under a revised development strategy.

These charges for the three and nine months ended September 30, 2024 are presented within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes.

During the three and nine months ended September 30, 2024, we entered into agreements to acquire hardware, of which $ 10.1 million was financed under a four-year vendor financing arrangement.

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 under four to five-year vendor financing arrangements.

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

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 2024, in connection with the third mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa.

We recognized a gain of $ 18.8 million reported in interest and other income in our consolidated statement of income for the three and nine months ended September 30, 2024 based on the fair value of the shares received.

The converted shares were subsequently sold in September and October 2024.

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

Accounts payable and accrued liabilities

In 2024, certain actions were taken to align our workforce to our new operating model.

During the three months ended September 30, 2024, we recognized charges for employee termination benefits of $ 56.4 million, which included $ 15.5 million of share-based compensation expense.

During the nine months ended September 30, 2024, we recognized charges for employee termination benefits of $ 94.1 million, which included $ 18.2 million of share-based compensation expense.

These charges are presented within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes.

At September 30, 2024, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $ 34.1 million for employee termination benefits, which are expected to be paid within the next 12 months.

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 six months ended June 30, 2024 and 2023:

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, 2024 and 2023:

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

(in thousands)

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

Other comprehensive income (loss) ( 99,627 ) 4,778 — ( 94,849 )

Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )

Balance at March 31, 2023 $ ( 349,695 ) $ ( 58,135 ) $ ( 2,987 ) $ ( 410,817 )

Other comprehensive income (loss) 149,158 ( 26,209 ) — 122,949

Balance at September 30, 2024 $ ( 224,588 ) $ ( 42,224 ) $ ( 2,526 ) $ ( 269,338 )

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $( 7.1 ) million and $ 1.8 million for the three months ended June 30, 2024 and 2023, respectively.

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

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 34.6 million and $( 16.2 ) million for the three months ended September 30, 2024 and 2023, respectively.

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

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Other comprehensive income (loss) ( 9,048 ) ( 1,365 ) — ( 10,413 )

Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )

Balance at September 30, 2024 $ ( 224,588 ) $ ( 42,224 ) $ ( 2,526 ) $ ( 269,338 )

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

Other comprehensive income (loss) ( 74,885 ) 9,982 ( 66 ) ( 64,969 )

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $( 30.2 ) million and $ 8.2 million for the six months ended June 30, 2024 and 2023, respectively.

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 4.5 million and $( 8.0 ) million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 15— SEGMENT INFORMATION

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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.

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 and consolidated depreciation and amortization were as follows for the three and six months ended June 30, 2024 and 2023:

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

(in thousands)

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Corporate ( 338,010 ) ( 193,545 ) ( 782,569 ) ( 680,337 )

Net gain (loss) on business dispositions — 105,738 — ( 139,095 )

Net loss on business dispositions — — — ( 139,095 )

Consolidated operating income $ 475,581 $ 558,196 $ 1,500,457 $ 1,217,670

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

During the three months ended June 30, 2024 and 2023, operating income included acquisition and integration expenses of $ 55.7 million and $ 67.5 million, respectively, which were primarily included within Corporate expenses.

During the six months ended June 30, 2024 and 2023, operating income included acquisition and integration expenses of $ 134.6 million and $ 169.3 million, respectively, which were primarily included within Corporate expenses.

During the three months ended September 30, 2024 and 2023, operating income included acquisition and integration expenses of $ 45.8 million and $ 75.1 million, respectively, which were primarily included within Corporate expenses.

During the nine months ended September 30, 2024 and 2023, operating income included acquisition and integration expenses of $ 180.4 million and $ 244.4 million, respectively, which were primarily included within Corporate expenses.

During the three and nine months ended September 30, 2024, Corporate expenses also included employee termination benefits of $ 56.4 million and $ 94.1 million, respectively, as well as costs of $ 59.2 million associated with our business transformation initiative and charges of $ 55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.

NOTE 16— COMMITMENTS AND CONTINGENCIES

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In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows.

NOTE 17— SUBSEQUENT EVENT

On October 27, 2024, we entered into a definitive agreement to sell our AdvancedMD business for consideration of $ 1.125 billion consisting of (i) $ 1 billion payable at closing and subject to certain closing adjustments, and (ii) up to $ 125 million contingent upon the purchaser achieving certain specified returns.

The transaction is expected to close in the fourth quarter of 2024, subject to the receipt of required regulatory clearance and other customary closing conditions.

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