What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-14 · 280 added, 243 removed, 1420 unchanged (27% of the section changed)

27 unchanged sentences

Professional services representing performance obligations are satisfied over time.

We identified the determination of performance obligations for Issuer Solutions revenue contracts as a critical audit matter, given the judgment required to determine whether any unusual and/or complex terms within the contract are identified and

evaluated appropriately.

A high degree of auditor judgment was required to evaluate the Company's identification of the performance obligations in the contract.

59 unchanged sentences

Impairment of goodwill — — 833,075

Net loss on business dispositions 136,744 199,094 —

Net (gain) loss on business dispositions ( 273,134 ) 136,744 199,094

7,772,289 7,938,033 8,335,364

26 unchanged sentences

Reclassification of net unrealized (gains) losses on hedging activities to interest expense ( 8,731 ) ( 4,609 ) 21,327

Income tax benefit (expense) related to hedging activities 5,853 ( 8,172 ) ( 10,466 )

Income tax (expense) benefit related to hedging activities ( 6,227 ) 5,853 ( 8,172 )

Other, net of tax 141 439 ( 222 )

12 unchanged sentences

Settlement processing assets 1,620,921 4,097,417

Current assets held for sale 6,451 138,815

Prepaid expenses and other current assets 795,593 767,377

4 unchanged sentences

Deferred income taxes 106,083 111,712

Noncurrent assets held for sale 327 1,295,799

Notes receivable 772,297 713,123

7 unchanged sentences

Settlement processing obligations 1,593,675 3,698,921

Current liabilities held for sale 1,341 125,891

Total current liabilities 6,252,714 8,125,729

1 unchanged sentence

Deferred income taxes 1,832,996 2,242,105

Noncurrent liabilities held for sale — 4,478

Other noncurrent liabilities 623,319 722,540

30 unchanged sentences

Deferred income taxes ( 346,228 ) ( 499,974 ) ( 315,495 )

Paid-in-kind interest capitalized to principal of notes receivable ( 74,139 ) ( 46,524 ) —

Equity in income of equity method investments, net of tax ( 70,499 ) ( 67,896 ) ( 85,685 )

Facilities exit charges 5,994 30,437 51,349

Distributions received on investments 32,849 18,267 45,521

Impairment of goodwill — — 833,075

Net loss on business dispositions 136,744 199,094 —

Technology asset charge 55,808 — —

Net (gain) loss on business dispositions ( 273,134 ) 136,744 199,094

Other, net 45,787 71,063 31,430

11 unchanged sentences

Net cash from sales of businesses 962,435 479,067 ( 29,755 )

Proceeds from sale of investments 42,135 33,046 —

Proceeds from sales of investments 19,008 42,135 33,046

Other, net 6,639 1,438 2,496

1 unchanged sentence

Cash flows from financing activities:

Net borrowings from settlement lines of credit 220,682 285,644 149,528

Net borrowings from commercial paper notes 1,367,859 — —

Net (repayments) borrowings from settlement lines of credit ( 442,713 ) 220,682 285,644

Net (repayments) borrowings from commercial paper notes ( 1,367,859 ) 1,367,859 —

Proceeds from long-term debt 9,635,049 10,336,850 9,812,289

4 unchanged sentences

Common stock repurchased - share-based compensation plans ( 56,229 ) ( 41,225 ) ( 38,601 )

Purchase of subsidiary shares from noncontrolling interest

( 108,770 ) — —

Distributions to noncontrolling interests ( 38,086 ) ( 32,997 ) ( 23,031 )

1 unchanged sentence

4,044 26,205 —

Payment of contingent consideration in business combination ( 5,222 ) ( 15,726 ) —

Payment of deferred and contingent consideration in business combination ( 6,390 ) ( 5,222 ) ( 15,726 )

Purchase of capped calls related to issuance of convertible notes ( 256,250 ) — ( 302,375 )

Dividends paid ( 252,811 ) ( 260,431 ) ( 273,955 )

Net cash provided by (used in) financing activities 2,141,121 ( 1,376,701 ) ( 405,365 )

Net cash (used in) provided by financing activities ( 2,766,858 ) 2,141,121 ( 1,376,701 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 112,834 ) 12,519 ( 99,219 )

10 unchanged sentences

Net income 1,570,365 1,570,365 51,381 1,621,746 22,407

Other comprehensive income 147,044 147,044 8,745 155,789 41,652

Other comprehensive loss ( 354,806 ) ( 354,806 ) ( 39,636 ) ( 394,442 ) ( 14,832 )

Stock issued under share-based compensation plans 1,508 43,009 43,009 43,009

1 unchanged sentence

Share-based compensation expense 164,244 164,244 164,244

Redeemable noncontrolling interests acquired in a business combination — — 471,119

Share-based awards granted in connection with a business combination 2,484 2,484 2,484

Repurchases of common stock ( 12,730 ) ( 1,565,688 ) ( 1,565,688 ) ( 1,565,688 )

Distributions to noncontrolling interests — ( 38,086 ) ( 38,086 )

Sale of subsidiary shares to noncontrolling interest 5,713 5,713 20,492 26,205

Contributions from noncontrolling interests — 89 89 3,955

Purchase of subsidiary shares from noncontrolling interest ( 71,807 ) 739 ( 71,068 ) ( 37,702 ) ( 108,770 )

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

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

( 194,677 ) ( 194,677 ) ( 194,677 )

Cash dividends declared ($ 1.00 per common share)

2 unchanged sentences

Shareholders' Equity

Number of Shares Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity

Number of Shares Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

Net income 986,233 986,233 41,104 1,027,337 1,486

Other comprehensive loss ( 171,787 ) ( 171,787 ) ( 13,301 ) ( 185,088 )

Other comprehensive income 147,044 147,044 8,745 155,789 41,652

Stock issued under share-based compensation plans 1,733 60,345 60,345 60,345

1 unchanged sentence

Share-based compensation expense 208,994 208,994 208,994

Redeemable noncontrolling interests acquired in a business combination — — 471,119

Share-based awards granted in connection with a business combination 2,484 2,484 2,484

Repurchases of common stock ( 4,065 ) ( 413,667 ) ( 413,667 ) ( 413,667 )

Distributions to noncontrolling interests — ( 26,705 ) ( 26,705 ) ( 6,292 )

— ( 23,031 ) ( 23,031 )

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

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

Sale of subsidiary shares to noncontrolling interest 5,713 5,713 20,492 26,205

Cash dividends declared ($ 1.00 per common share)

13 unchanged sentences

Share-based compensation expense 163,261 163,261 163,261

Contributions from noncontrolling interests — 69,987 69,987

Change in ownership attributable to a noncontrolling interest ( 4,524 ) 92 ( 4,432 ) 4,432 —

Repurchases of common stock ( 23,266 ) ( 2,841,534 ) ( 88,280 ) ( 2,929,814 ) ( 2,929,814 )

Distributions to noncontrolling interests — ( 23,031 ) ( 23,031 )

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

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

Cash dividends declared ($ 1.00 per common share)

21 unchanged sentences

Recently adopted accounting pronouncements

Accounting Standards Update ("ASU") 2021-08— In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-08, "Business Combinations (Topic 805):

Accounting Standards Update ("ASU") 2023-07 - In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280):

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

We adopted ASU 2023-07 effective December 31, 2024 and applied it retrospectively to all periods presented in the financial statements.

See "Note 18—Segment Information" for further information.

ASU 2021-08 - In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ." We elected to early adopt ASU 2021-08 during the year ended December 31, 2022, with application to any business combinations for which the acquisition date occurred after January 1, 2022.

3 unchanged sentences

This update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

ASU 2020-04— In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting ," which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting

determination.

If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied.

The amendments in this update were effective upon issuance and, as further updated by ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 ,” may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024.

We elected to apply the expedients under ASU 2020-04 to a debt facility amendment completed in December 2021, the application of which did not result in any effect on our consolidated financial statements.

As a result of changes in our debt structure during 2022, which did not qualify for the optional expedients under ASU 2020-04, we no longer have any significant indebtedness or borrowings that bear interest at a variable rate based on LIBOR.

Therefore, we do not expect the discontinuance of LIBOR or the related effects of ASU 2020-04 will have a material effect on our consolidated financial statements.

See "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements for further information about our borrowing agreements.

Recently issued accounting pronouncement not yet adopted

ASU 2024-03 - In November 2024, the FASB issued ASU 2024-03, " Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial statements of specified information about certain costs and expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2026.

Early adoption is permitted.

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements.

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

Simplifying the Accounting for Income Taxes ," which is intended to enhance and simplify various aspects of the accounting for income taxes.

The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.

The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements.

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

The amendments in this update are effective for annual periods beginning with our fiscal year ended December 31, 2025.

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

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

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

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

The new disclosures are required on a prospective basis and provide for a phased-in compliance period.

However, in April 2024, the SEC stayed the rules pending judicial review.

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

Revenue recognition - At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service that is distinct.

In accordance with ASC 606, we recognize revenue when a customer obtains control of promised services.

The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these services.

In accordance with ASC 606, we recognize revenue when a customer obtains control of promised goods and services.

The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services.

Merchant Solutions.

37 unchanged sentences

Issuer Solutions segment revenues are primarily derived from long-term contracts with financial institutions and other financial service providers.

Issuer Solutions customer contracts typically include an obligation to provide processing services to financial institutions and other financial services providers.

Issuer Solutions customer contracts typically include an obligation to provide processing services to those customers.

Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file.

44 unchanged sentences

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 year ended December 31, 2023, 2022 or 2021 .

We have not experienced any losses associated with our balances in such accounts for the years ended December 31, 2024, 2023 or 2022 .

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:

9 unchanged sentences

Contract assets and liabilities are presented net at the individual contract level in the consolidated balance sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.

See "Note 4 — Revenues" for further information.

Allowance for credit losses on accounts receivable - We are exposed to credit losses on accounts receivable balances.

2 unchanged sentences

The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, industry or economic trends and relevant environmental factors.

Accounts receivable is presented net of an allowance for credit losses of $ 19.0 million and $ 21.0 million as of December 31, 2023 and 2022, respectively, including $ 3.3 million presented within assets held for sale in the consolidated balance sheet as of December 31, 2022 as further discussed in "Note 3—Business Dispositions."

The measurement of the allowance for credit losses on accounts receivable is recognized through credit loss expense and is included as a component of selling, general and administrative expense in our consolidated statements of income.

Accounts receivable is presented net of an allowance for credit losses of $ 24.7 million and $ 19.0 million as of December 31, 2024 and 2023, respectively.

We recognized credit loss expense of $ 25.0 million, $ 23.3 million and $ 15.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

15 unchanged sentences

We evaluate contract costs for impairment by comparing, on a pooled basis, the expected future net cash flows from underlying customer relationships to the carrying amount of the capitalized contract costs.

See "Note 4 — Revenues" for further information.

Up-front distributor and partner payments - We capitalize certain up-front contractual payments to third-party distributors and partners and recognize the capitalized amount as expense ratably over the period of benefit, which is generally the contract period.

47 unchanged sentences

The allowance for credit losses on settlement processing assets was $ 10.0 million and $ 9.7 million as of December 31, 2024 and 2023, respectively.

The measurement of the allowance for credit losses on settlement assets is recognized through credit loss expense and is included as a component of cost of service in our consolidated statements of income.

The measurement of the allowance for credit losses on settlement assets is recognized through credit loss expenses and is included as a component of cost of service in our consolidated statements of income.

We recognized credit loss expense of $ 22.4 million, $ 19.2 million and $ 13.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

are recognized in the period in which the asset is deemed to be uncollectible.

Write-offs are recognized in the period in which the asset is deemed to be uncollectible.

Recoveries are recognized when received as a direct credit to the credit loss expense.

6 unchanged sentences

These accruals are included in accrued liabilities in our consolidated balance sheets.

Depending on the nature of item, transaction processing provisions are either included as a reduction of the transaction price and recognized as a reduction in revenues as the related services are provided to the customer, or recognized as a component of cost of service, in our consolidated statements of income.

Depending on the nature of the item, transaction processing provisions are either included as a reduction of the transaction price and recognized as a reduction in revenues as the related services are provided to the customer, or recognized as a component of cost of service, in our consolidated statements of income.

Reserve for cardholder losses - Through services offered in our former Consumer Solutions segment, we were exposed to losses due to cardholder fraud, payment defaults and other forms of cardholder activity as well as losses due to nonperformance of third parties who received cardholder funds for transmittal to the issuing financial institutions.

9 unchanged sentences

Capitalized internal-use software is amortized over its estimated useful life, which is typically five to ten years , in a manner that best reflects the pattern of economic use of the assets.

See "Note 5 — Property and Equipment" for further information.

Goodwill - We test goodwill for impairment at the reporting unit level annually (in the fourth quarter) and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit is below its carrying amount.

9 unchanged sentences

The estimated fair value used in the goodwill impairment assessment was considered to be a nonrecurring Level 3 measurement of the valuation hierarchy.

During the third quarter of 2022, as a result of the pending divestiture of our consumer business and changes in how our business is managed, we realigned the businesses previously comprising our former Business and Consumer Solutions segment to include the B2B portion within our Issuer Solutions segment and the consumer portion forming our Consumer Solutions segment.

During the third quarter of 2022, as a result of the pending disposition of our consumer business and changes in how our business is managed, we realigned the businesses previously comprising our former Business and Consumer Solutions segment to include the B2B portion within our Issuer Solutions segment and the consumer portion forming our Consumer Solutions segment.

In connection with the change in presentation of segment information, the B2B portion of our former Business and Consumer Solutions reporting unit was realigned into the Issuer Solutions reporting unit, including a reallocation of goodwill.

3 unchanged sentences

North America Payments Solutions, Vertical Market Software Solutions, Europe Merchant Solutions, Spain Merchant Solutions, Asia-Pacific Merchant Solutions, Latin America Merchant Solutions and Issuer Solutions.

As of October 1, 2023, we performed a quantitative assessment of impairment for our Issuer Solutions, Asia-Pacific Merchant Solutions and Latin America Merchant Solutions reporting units and a qualitative assessment for all other reporting units.

We determined on the basis of the quantitative assessments of our Issuer Solutions, Asia-Pacific Merchant Solutions and Latin America Merchant Solutions reporting units that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

As of October 1, 2024, we performed a quantitative assessment of impairment for our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units and a qualitative assessment for all other reporting units.

We determined on the basis of the quantitative assessments of our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

Additionally, we determined on the basis of the qualitative factors that the fair value of other reporting units was not more likely than not less than the respective carrying amounts.

During the quarter ended December 31, 2024, we realigned our reporting units based on a strategic and organizational changes.

The new reporting units are Core Payments Solutions, Integrated and Embedded Solutions, Point-of-Sale and Software Solutions, International Merchant Solutions and Issuer Solutions.

Upon realignment of our reporting units, we performed a quantitative assessment of impairment for our Core Payments Solutions, Integrated and Embedded Solutions and Point-of-Sale and Software Solutions reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

Additionally, our International Merchant Solutions reporting unit was an aggregation of our former Europe, Spain and Asia-Pacific reporting units, and was not more likely than not less than its respective carrying amounts.

The realignment did not affect our Issuer Solutions reporting unit.

See "Note 6 — Goodwill and Other Intangible Assets" for further information.

Other intangible assets - Other intangible assets include customer-related intangible assets (such as customer lists, merchant contracts and referral agreements), contract-based intangible assets (such as noncompete agreements, distributor agreements and processing rights), acquired technologies, trademarks and trade names associated with business combinations.

6 unchanged sentences

Amortization for most of our customer-related intangible assets and certain contract-based intangible assets is determined using an accelerated method.

Under this accelerated method, the first step in determining the amortization expense for any period is that we divide the expected cash flows for that period that were used in determining the acquisition-date fair value of the asset by the expected total cash flows over the estimated life of the asset.

Under this accelerated method, we determine amortization expense for any period by first dividing the expected cash flows for that period that were used in determining the acquisition-date fair value of the asset by the expected total cash flows over the estimated life of the asset.

We then multiply that ratio by the initial carrying amount of the asset to arrive at the amortization expense for that period.

1 unchanged sentence

We believe that our accelerated method reflects the expected pattern of the benefit to be derived.

See "Note 6 — Goodwill and Other Intangible Assets" for further information.

Implementation costs incurred in a cloud computing arrangement - We capitalize implementation costs associated with cloud computing arrangements that are service contracts, and we amortize these capitalized implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement.

2 unchanged sentences

Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 7.6 million, $ 3.8 million and $ 3.1 million, respectively, and is presented in the same line item in the consolidated statements of income as the expense for the associated cloud services arrangement.

During the year ended December 31, 2024, we also recognized a charge of $ 28.5 million for technology assets that will no longer be utilized under a revised technology architecture development strategy, which was included within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes.

Leases - We evaluate each of our lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease.

8 unchanged sentences

We have made an accounting policy election to not recognize assets or liabilities for leases with a term of less than 12 months and to account for all components in a lease arrangement as a single combined lease component for all asset classes with the exception of computer equipment, for which we account for lease and nonlease components separately.

I mpairment of long-lived assets — We regularly evaluate whether events and circumstances have occurred that indicate the carrying amount of property and equipment, capitalized software, lease right-of-use assets and finite-life intangible assets may not be recoverable.

See "Note 7 — Leases" for further information.

Impairment of long-lived assets - We regularly evaluate whether events and circumstances have occurred that indicate the carrying amount of property and equipment, capitalized software, lease right-of-use assets and finite-life intangible assets may not be recoverable.

When factors indicate that these long-lived assets should be evaluated for possible impairment, we assess the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition.

5 unchanged sentences

Disposal groups held for sale are reported at the lower of carrying amount or fair value less costs to sell.

Long-lived assets classified as held for sale are not subject to depreciation or amortization, and both the assets and any liabilities directly associated with the disposal group are presented net within separate current and noncurrent held for sale line items in our consolidated balance sheet.

Subsequent changes to the estimated selling price of an asset or disposal group held for sale are recognized as gains or losses in our consolidated statement of income and any subsequent gains are limited to the cumulative losses previously recognized.

Notes receivable and allowance for credit losses — During 2023, we provided seller financing in connection with the sale of our former consumer and gaming businesses.

Notes receivable and allowance for credit losses - During the year ended December 31, 2023, we provided seller financing in connection with the sale of our former consumer and gaming businesses.

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

2 unchanged sentences

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

A variety of factors are considered to estimate the expected credit loss, including the probability of default (representing the probability the asset will default within a given time

frame), the loss given default (representing the percentage of the asset that is not expected to be collected due to default), leverage ratios, interest rates, market and industry data, and forecasts that affect the collectibility of the reported amount.

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

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

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

Notes receivable are presented net of an allowance for credit losses of $ 15.2 million as of December 31, 2023.

We recognized a noncash credit loss of $ 15.2 million for the year ended December 31, 2023, which is included as a component of interest and other expenses in our consolidated statements of income.

We recognized a noncash charge as an allowance for estimated future credit losses on the notes of $ 15.2 million for the year ended December 31, 2023, which is included as a component of interest and other expense in our consolidated statements of income.

Notes receivable are presented net of an allowance for credit losses of $ 15.2 million as of December 31, 2024 and 2023, respectively.

Equity method investments - We have certain investments, including a 45 % interest in China UnionPay Data Co., Ltd.

18 unchanged sentences

We present interest and penalties related to unrecognized income tax benefits in interest and other expense and selling, general and administrative expenses, respectively, in our consolidated statements of income.

See "Note 12 — Income Tax" for further information.

Derivative instruments - We may use interest rate swaps or other derivative instruments to manage a portion of our exposure to the variability in interest rates.

12 unchanged sentences

The foreign currency remeasurement gains and losses associated with the Euro-denominated senior notes and our Euro-denominated operations are presented within the same components of other comprehensive income and accumulated comprehensive income.

See "Note 10 — Derivatives and Hedging Instruments" for more information about our derivative instruments.

See "Note 10 — Derivatives and Hedging Instruments" for further information about our derivative instruments.

Fair value measurements - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date.

5 unchanged sentences

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

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 estimated fair value of our $ 2.0 billion 1.500 % convertible notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy and our $ 1.5 billion 1.000 % convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the valuation hierarchy.

Certain of our long-term debt arrangements include variable interest rates.

11 unchanged sentences

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

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.

Certain of our redeemable noncontrolling interests are redeemable at fair value and are considered to be a Level 3 measurement of the valuation hierarchy.

Refer to "Note 16 — Noncontrolling Interests," for further information.

See "Note 16 — Noncontrolling Interests" for further information.

Foreign currencies - We have significant operations in a number of foreign subsidiaries whose functional currency is the local currency.

5 unchanged sentences

Transaction gains and losses on intercompany balances of a long-term investment nature are presented as a component of other comprehensive income (loss) and included in accumulated comprehensive income (loss) within equity in our consolidated balance sheets.

When a foreign subsidiary is divested in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified from the separate component of equity into our consolidated statement of income.

When a foreign subsidiary is disposed of in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified from the separate component of equity into our consolidated statement of income.

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

13 unchanged sentences

Dilutive effect of stock options and other share-based awards

572 385 1,014

Diluted weighted-average number of shares outstanding 254,845 261,698 275,576

2 unchanged sentences

We use a last-in, first-out cost flow assumption to identify the original issue proceeds of the shares repurchased.

Recently issued accounting pronouncement not yet adopted

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

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

Early adoption is permitted.

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

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

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

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

Early adoption is permitted.

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

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

See "Note 13 — Shareholders' Equity" for further information.

NOTE 2— ACQUISITIONS

EVO Payments, Inc.

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

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

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

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

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:

Provisional Amounts at Acquisition Date Measurement-period Adjustments Provisional Amounts at December 31, 2023

(in thousands)

The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows (in thousands):

Final Amounts

Cash and cash equivalents $ 324,859

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Total purchase consideration $ 4,269,620

As of December 31, 2023, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions.

During the year ended December 31, 2023, we made measurement-period adjustments as shown in the table above, and the effects of the measurement-period adjustments on our consolidated statements of income for the year ended December 31, 2023 were not material.

Goodwill arising from the acquisition was included in the Merchant Solutions segment as of December 31, 2023 and was attributable to expected growth opportunities, potential synergies from combining the acquired business into our existing businesses and an assembled workforce.

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

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

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

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

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

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

Estimated Fair Value Weighted-Average Estimated Amortization Periods

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

From the acquisition date through December 31, 2023, the acquired operations of EVO contributed less than 10 % to our consolidated revenues and operating income.

For the year ended December 31, 2024, and during the period from the acquisition date through December 31, 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.

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

On June 10, 2021, we acquired Zego, a real estate technology company that provides comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States, for cash consideration of approximately $ 933 million, which we funded with cash on hand and by drawing on our revolving credit facility.

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

Cash and cash equivalents $ 67,374

Accounts receivable 1,017

Identifiable intangible assets 473,000

Property and equipment 575

Other assets 9,051

Accounts payable and accrued liabilities ( 71,006 )

Deferred income tax liabilities ( 10,749 )

Other liabilities ( 8,010 )

Total identifiable net assets 461,252

Goodwill 471,994

Total purchase consideration $ 933,246

Goodwill of $ 472.0 million arising from the acquisition, included in the Merchant Solutions segment, is attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce.

Substantially all of the goodwill is deductible for income tax purposes.

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

Estimated Fair Value Weighted-Average Estimated Amortization Periods

(in thousands) (years)

Customer-related intangible assets $ 208,000 13

Contract-based intangible assets 119,000 20

Acquired technologies 124,000 6

Trademarks and trade names 22,000 15

Total estimated identifiable intangible assets $ 473,000 14

Other Business Acquisitions

During the years ended December 31, 2023, 2022 and 2021, we completed other business acquisitions that were insignificant, individually and in the aggregate, to the consolidated financial statements.

During the year ended December 31, 2021, we paid an aggregate purchase price of $ 963 million for such business acquisitions.

The assets acquired and liabilities assumed in the 2021 acquisitions were recognized based on the estimated fair values, including intangible assets of $ 438 million and goodwill of $ 514 million.

See "Note 6 — Goodwill and Other Intangible Assets" for the aggregate allocation of goodwill to the respective segments.

The operating results of each acquisition have been included in the consolidated financial statements since the respective acquisition dates.

Other Acquisitions

During the years ended December 31, 2024, 2023 and 2022, we completed other acquisitions that were insignificant, individually and in the aggregate, to the consolidated financial statements.

For one of the acquisitions during the year ended December 31, 2024, $ 47.3 million of consideration is payable in the year ending December 31, 2025 and $ 8.8 million is payable in the year ending December 31, 2026.

Valuation of Identified Intangible Assets

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NOTE 3— BUSINESS DISPOSITIONS

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

AdvancedMD, Inc.

- In December 2024, we completed the sale of AdvancedMD, Inc.

("AdvancedMD") for approximately $ 1 billion, subject to certain closing adjustments, and up to $ 125 million contingent upon the purchaser achieving certain specified returns.

AdvancedMD is a provider of software-as-a-service solutions to small-to-medium sized ambulatory physician practices in the United States, and was included in our Merchant Solutions segment prior to disposition.

We recognized a gain on the sale of $ 273.1 million during the year ended December 31, 2024.

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

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

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

We recognized a gain on sale of $ 106.9 million during the year ended December 31, 2023 presented within net loss on business dispositions in the consolidated statements of income.

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.

We recognized a gain on the sale of $ 106.9 million during the year ended December 31, 2023.

Consumer Business - In April 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.

As further discussed in "Note 1—Summary of Significant Accounting Policies," we recognized a goodwill impairment charge of $ 833.1 million during the year ended December 31, 2022 related to our former Business and Consumer Solutions reporting unit.

We also recognized charges within net loss on business dispositions in our consolidated statements of income of $ 71.9 million during the year ended December 31, 2022 to reduce the

disposal group to estimated fair value less costs to sell, which related primarily to estimated costs to sell and changes in the estimated fair value of the fixed rate seller financing commitment.

We recognized an incremental loss on business dispositions in our consolidated statement of income of $ 243.6 million during the year ended December 31, 2023, which 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 statements of income of $ 243.6 million during the year ended December 31, 2023.

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

We also recognized charges within net loss on business dispositions in our consolidated statements of income of $ 71.9 million during the year ended December 31, 2022 to reduce the disposal group to estimated fair value less costs to sell, which related primarily to estimated costs to sell and changes in the estimated fair value of the fixed rate seller financing commitment.

As further discussed in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies," we recognized a goodwill impairment charge of $ 833.1 million during the year ended December 31, 2022 related to our former Business and Consumer Solutions reporting unit.

Notes Receivable and Allowance for Credit Losses

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

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

There was no outstanding balance on the revolving facility as of December 31, 2023.

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

We recognized interest income related to these notes of $ 58.3 million during the year ended December 31, 2023, as a component of interest and other income in the consolidated statement of income.

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 $ 89.9 million on the notes during the year ended December 31, 2024 and $ 58.3 million during the year ended December 31, 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 year ended December 31, 2023.

As of December 31, 2023 , there was an aggregate principal am ount of $ 753.5 million ou tstanding on the notes, including PIK, and the notes are presented net of the allowance for credit los ses of $ 15.2 million wi thin notes receivable in our consolidated balance sheet.

The estimated fair value of the notes recei vable was $ 735.6 million as of December 31, 2023 .

As of December 31, 2024 and 2023, there was an aggregate principal amount of $ 810.2 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 of $ 15.2 million within notes receivable in our consolidated balance sheets.

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

The estimated fair value of the notes receivable was $ 809.3 million and $ 735.6 million as of December 31, 2024 and 2023, respectively.

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

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

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

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

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

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

During the year ended December 31, 2022, we recognized a loss of $ 127.2 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the business and the reclassification of $ 62.9 million of associated accumulated foreign currency translation losses from the separate component of equity.

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Year Ended December 31, 2024

Merchant Solutions Issuer Solutions Consumer Solutions Intersegment Eliminations Total

Merchant Solutions Issuer Solutions Intersegment Eliminations Total

(in thousands)

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$ 6,204,917 $ 2,245,623 $ 620,482 $ ( 95,507 ) $ 8,975,515

In our Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers through a variety of relationship-led and technology-enabled distribution channels.

Through our relationship-led direct sales forces worldwide, as well as financial institution and other referral partnerships, we offer our payments technology services, software and other value-added solutions directly to customers across numerous verticals in the markets we serve.

Our technology-enabled distribution channel includes integrated and vertical market software solutions and ecommerce and omnichannel solutions.

The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the years ended December 31, 2024, 2023 and 2022:

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Supplemental balance sheet information related to contracts from customers as of December 31, 2024, 2023 and 2022 was as follows:

Balance Sheet Location December 31, 2023 December 31, 2022

Balance Sheet Location December 31, 2024 December 31, 2023 December 31, 2022

(in thousands)

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Contract liabilities, net (noncurrent) Other noncurrent liabilities 50,555 54,246 45,613

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

Net contract assets were not material at December 31, 2024, December 31, 2023 or December 31, 2022.

Revenue recognized for the years ended December 31, 2024 and 2023 from contract liability balances at the beginning of each period was $ 200.0 million and $ 199.7 million, respectively.

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$ 2,277,593 $ 2,190,005

As a result of actions taken during the years ended December 31, 2023, 2022 and 2021 to reduce our facility footprint in certain markets around the world, we recognized charges of $ 1.6 million, $ 7.5 million and $ 9.2 million, respectively, in selling, general and administrative expenses in our consolidated statement of income, primarily related to certain leasehold improvements, furniture and fixtures and equipment, to reduce the carrying amount of each asset group to the estimated fair value.

During the year ended December 31, 2024, we wrote off capitalized software assets $ 27.3 million for technology assets that will no longer be utilized under a revised technology architecture development strategy, which was presented within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes.

NOTE 6— GOODWILL AND OTHER INTANGIBLE ASSETS

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Effect of foreign currency translation ( 66,251 ) ( 29,009 ) — ( 95,260 )

Measurement-period adjustments ( 5,860 ) ( 140 ) — ( 6,000 )

Balance at December 31, 2021 14,063,682 9,908,014 841,578 24,813,274

Goodwill acquired 3,296 — — 3,296

Effect of foreign currency translation ( 66,251 ) ( 29,009 ) — ( 95,260 )

Goodwill derecognized in connection with the sale of a business (1)

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Goodwill acquired (4)

3,283,285 — — 3,283,285

Effect of foreign currency translation 126,835 12,904 — 139,739

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

Goodwill acquired 193,252 — — 193,252

Effect of foreign currency translation ( 223,564 ) ( 7,909 ) — ( 231,473 )

Goodwill derecognized in connection with the sale of a business (5)

( 438,911 ) — — ( 438,911 )

Measurement-period adjustments 19,927 — — 19,927

Balance at December 31, 2024 $ 16,777,532 $ 9,508,786 $ — $ 26,286,318

(1) Reflects goodwill derecognized in connection with the sale of our Merchant Solutions business in Russia.

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In connection with the change in presentation of segment information during the year ended December 31, 2022, accumulated impairment losses associated with our former Business and Consumer Solutions reporting unit were reallocated to our new reporting units based on relative fair value.

See "Note 1— Summary of Significant Accounting Policies" for further discussion.

See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" for further discussion.

(3) Reflects the reclassification of goodwill in connection with the presentation of the consumer and gaming businesses as held for sale.

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

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

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

(4) Reflects goodwill acquired in connection with our EVO acquisition.

See “Note 2—Acquisitions” for further discussion.

(5) Reflects goodwill derecognized in connection with the sale of our AdvancedMD business.

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

Accumulated impairment losses for goodwill were $ 357.9 million as of December 31, 2024 and 2023 and included in our Issuer Solutions segment.

Customer-related intangible assets, acquired technologies, contract-based intangible assets, and trademarks and trade names acquired during the year ended December 31, 2024 had weighted-average amortization periods of 6.7 years, 5.0 years, 6.3 years, and 7.0 years, respectively.

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2026 1,192,308

2026 1,121,414

NOTE 7— LEASES

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Total lease liabilities $ 442,480 $ 517,448

(1) As of December 31, 2023 and 2022, approximately 70 % and 73 %, respectively, of our right-of-use assets were located in the United States.

(1) As of December 31, 2024 and 2023, approximately 70 % of our right-of-use assets were located in the United States.

The weighted-average remaining lease term for operating and finance leases at December 31, 2024 was 7.8 years and 3.1 years, respectively.

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Lease costs for leases with a term of less than 12 months were not material for the year ended December 31, 2022 .

Opportunities were identified during the years ended December 31, 2023, 2022 and 2021 to reduce our facility footprint in certain markets around the world.

In conjunction with the actions taken to exit certain leased facilities, we assessed the respective asset groups for impairment by comparing the carrying amount of the assets associated with the leased facilities to the discounted cash flows from estimated sublease payments.

As a result, we recognized charges of $ 4.4 million, $ 22.9 million and $ 42.1 million in selling, general and administrative expenses in our consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2024, 2023 and 2022 was $ 93.0 million, $ 101.7 million and $ 120.7 million, respectively, which are included as a component of cash provided by operating activities in the consolidated statements of cash flows.

Operating lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were $ 30.2 million, $ 31.2 million and $ 25.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for amounts included in the measurement of finance lease liabilities that is included as a component of cash used in financing activities in the consolidated statements of cash flows was $ 12.9 million, $ 21.2 million and $ 22.6 million for the years ended December 31,

2023, 2022 and 2021, respectively.

Cash paid for amounts included in the measurement of finance lease liabilities that is included as a component of cash used in financing activities in the consolidated statements of cash flows was $ 16.1 million, $ 12.9 million and $ 21.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Finance lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were $ 9.4 million, $ 4.4 million and $ 8.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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In connection with business dispositions completed during the year ended December 31, 2023, we disposed of right-of-use assets and lease liabilities for operating leases of $ 4.9 million and $ 4.9 million, respectively.

In connection with acquisitions completed during the year ended December 31, 2021, we acquired right-of-use assets and assumed lease liabilities for operating and finance leases of $ 8.8 million and $ 5.8 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, we entered into agreements to acquire hardware, software and related services, including the purchase of certain assets previously leased.

During the year ended December 31, 2024, the reduction in operating lease liabilities arising from the termination of the related right-of-use assets was $ 5.4 million.

During the year ended December 31, 2023, the reduction in operating and finance lease liabilities arising from the termination of the related right-of-use assets was $ 10.3 million and $ 0.1 million, respectively.

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("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.

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

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

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

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

In July 2022, in connection with the second mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa.

We recognized a gain of $ 13.2 million reported in interest and other income in our consolidated statement of income for the year ended December 31, 2022 based on the fair value of the shares received and subsequently sold.

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 year ended December 31, 2024 based on the fair value of the shares received and subsequently sold.

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

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

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

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

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Long-term Debt

3.750 % senior notes due June 1, 2023

$ — $ 552,113

4.000 % senior notes due June 1, 2023

1.500 % senior notes due November 15, 2024

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4.875 % senior notes due March 17, 2031

1.000 % convertible notes due August 15, 2029

820,952 873,747

1.000 % convertible senior notes due August 15, 2029

1,461,761 1,453,493

1.500 % convertible senior notes due March 1, 2031

Revolving credit facility 1,500,000 1,570,000

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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 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 was $ 78.4 million.

At December 31, 2022, the unamortized discount on senior notes and convertible notes was $ 50.8 million, and unamortized debt issuance costs on our senior notes and convertible notes were $ 85.4 million.

At December 31, 2024, the unamortized discount on senior notes and convertible notes was $ 38.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 92.8 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.

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Interest on the senior unsecured notes is payable semi-annually in arrears on May 15 and November 15 for the 2024 and 2031 notes and January 15 and July 15 on the 2027 note, commencing May 15, 2022 for the 2024 note and the 2031 note and July 15, 2022 for the 2027 note.

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

We used the net proceeds from the offering to repay the outstanding indebtedness under our prior credit facility and for general corporate purposes.

In November 2024, we repaid our $ 500.0 million aggregate principal amount of 1.500 % senior notes upon maturity.

On February 26, 2021, we issued $ 1.1 billion aggregate principal amount of 1.200 % senior unsecured notes due March 2026.

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Convertible Notes

1.500 % Convertible Notes due March 1, 2031

On February 23, 2024, we issued $ 2.0 billion in aggregate principal amount of 1.500 % convertible 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 notes are convertible into cash and shares of our common stock based on a conversion rate of 6.371 shares of common stock per $1,000 principal amount of the convertible notes (which is equal to a 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 as of December 31, 2024, net of applicable income taxes.

1.000 % Convertible Notes due August 15, 2029

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

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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 notes are convertible at the option of the holder at any time after the date that is 18 months after issuance (or earlier, upon the occurrence of certain corporate events) until the scheduled trading day prior to the maturity date and 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.

The notes are convertible into cash and shares of our common stock based on a conversion rate of 7.1727 shares of common stock per $1,000 principal amount of the convertible notes (which is equal to a conversion price of approximately $ 139.42 per share), subject to customary anti-dilution and other adjustments upon the occurrence of certain events.

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

The cost of $ 302.4 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated balance sheet at December 31, 2022, net of applicable income taxes.

The cost of $ 302.4 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity during the year ended December 31, 2022, net of applicable income taxes.

Revolving Credit Facility

On August 19, 2022, we entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents.

The revolving credit agreement provides for an unsubordinated unsecured $ 5.75 billion revolving credit facility.

The credit agreement provides for an unsubordinated unsecured $ 5.75 billion revolving credit facility.

We capitalized debt issuance costs of $ 12.3 million in connection with the issuances under the revolving credit facility.

1 unchanged sentence

Borrowings under the revolving credit facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.

Borrowings under the revolving credit facility will be available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option.

Borrowings under the revolving credit facility are available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option.

Borrowings under the revolving credit facility will bear interest, at our option, at a rate equal to (i) for SOFR based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00 % floor) plus a 0.10 % credit spread adjustment or an alternative currency term rate (subject to a 0.00 % floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00 % floor on or after January 1, 2023) plus a 0.10 % credit spread adjustment or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00 % floor), in each case, plus an applicable margin.

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

As of December 31, 2023, there were borrowings of $ 1,570.0 million outstanding under the revolving credit facility with an interest rate of 6.84 %, and the total available commitments under the revolving credit facility were $ 2.8 billion.

As of December 31, 2024, there were borrowings of $ 1.5 billion outstanding under the revolving credit facility with an interest rate of 5.86 %, and the total available commitments under the revolving credit facility were $ 3.7 billion.

Commercial Paper

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

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

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

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

As of December 31, 2023 , we had net borrowings under our comm ercial paper program of $ 1,371.6 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 6.06 %.

As of December 31, 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.

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

For the year ended December 31, 2022, we recognized expense of $ 17.3 million related to commitment fees associated with the bridge facility, which was presented within interest and other expense in our consolidated statement of income.

Fair Value of Long-Term Debt

As of December 31, 2024, our senior notes had a total carrying amount of $ 11.1 billion and an estimated fair value of $ 10.5 billion.

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

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

The estimated fair value of our senior notes and 1.500 % convertible senior notes were based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy.

As of December 31, 2024, our 1.000 % convertible notes had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.6 billion.

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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 acquisition of EVO, and will gradually step-down over eight quarters to the original required ratio of 3.75 to 1.00.

As of December 31, 2023, the required leverage ratio is 4.50 to 1.00, and the required interest coverage ratio is 3.00 to 1.00.

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 December 31, 2024, the required leverage ratio was 4.00 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 December 31, 2024.

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For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender.

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

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

As of December 31, 2024, a total of $ 71.2 million of cash on deposit was used to determine the available credit.

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

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

We recognized a loss on the net investment hedge of $ 27.0 million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the year ended December 31, 2023.

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) on the net investment hedge of $ 28.9 million and $( 27.0 ) million within foreign currency translation adjustments in other comprehensive income in our consolidated statements of comprehensive income during the years ended December 31, 2024 and 2023, respectively.

Interest Rate Swaps

1 unchanged sentence

In the first quarter of 2023, we entered into new interest rate swap agreements with an aggregate notional amount of $ 1.5 billion to convert eligible borrowings under our revolving credit facility from a floating term Secured Overnight Financing Rate to a fixed rate.

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

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

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

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

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

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

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

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

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

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

Ranges of Maturity Dates at December 31, 2023

Range of Maturity Dates at December 31, 2024

December 31, 2024 December 31, 2023

(in thousands)

Interest rate swaps (Notional of $ 1.5 billion at December 31, 2023)

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

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 7,768 $ 28,187

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Net unrealized gains (losses) reclassified out of other comprehensive loss to interest expense $ 8,731 $ 4,609 $ ( 21,327 )

As of December 31, 2023, the amount of net unrealized gains in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was approximately $ 1.9 million.

As of December 31, 2024, the amount of net unrealized losses 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 $ 6.5 million.

NOTE 11— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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Compensation and benefits 248,970 276,441

Payment network fees 246,102 210,347

Contract liabilities 242,769 229,686

Interest 166,039 128,308

Payment network fees 222,621 246,102

Income taxes 209,037 139,825

Interest 171,220 166,039

Third-party commissions 87,431 93,387

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Third-party processing fees 36,251 29,593

Audit and legal 22,748 28,548

Unclaimed property 24,413 22,560

Audit and legal 22,995 22,748

Current portion of accrued buyout liability (1)

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(1) The noncurrent portion of accrued buyout liability of $ 23.5 million and $ 69.1 million is included in other noncurrent liabilities in the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, certain actions were taken to align our workforce to our new operating model.

During the year ended December 31, 2024, we recognized charges for employee termination benefits of $ 99.6 million, which included $ 19.4 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 December 31, 2024, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $ 6.3 million for employee termination benefits, which are expected to be paid within the next 12 months.

NOTE 12— INCOME TAX

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statutory rate 21.0 % 21.0 % 21.0 %

Net gain on dispositions and liquidations 4.3 12.1 —

Foreign inclusion, net of foreign tax credits 2.3 3.4 8.2

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State income taxes, net of federal income tax benefit 1.3 0.9 9.0

Uncertain tax positions 0.9 0.5 ( 0.7 )

Nondeductible executive compensation 0.3 0.9 4.7

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Deemed royalty 0.2 0.7 1.2

Uncertain tax positions 0.5 ( 0.7 ) ( 0.3 )

Net gain on dispositions and liquidations — 4.3 12.1

Goodwill impairment — — 78.0

Equity method investment partnership income ( 0.1 ) 0.1 0.9

Valuation allowance ( 0.3 ) ( 0.4 ) ( 0.2 )

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Acquired intangibles 1,286,709 2,200,082

Property and equipment 398,439 363,457

Partnership interests 896,411 238,139

Property and equipment 360,066 398,439

Right-of-use assets 42,441 59,124

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Net deferred income tax liability $ 1,726,913 $ 2,130,393

During the year ended December 31, 2024, as part of the integration of EVO into our Merchant Solutions business, certain deferred taxes, primarily those related to acquired intangibles, property and equipment and research and development costs, were reclassified into partnership interests.

The net deferred income taxes reflected in our consolidated balance sheets as of December 31, 2024 and 2023 are as follows:

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Allowance for state tax credits 3,079

Allowance for state interest limitation ( 2,335 )

Allowance for domestic net operating losses 195

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Allowance for state interest limitation ( 177 )

Allowance for domestic net operating losses 195

Balance at December 31, 2024 $ ( 241,197 )

The change in the valuation allowance for the year ended December 31, 2023 is primarily related to anticipatory foreign tax credits and state interest deduction carryforwards recorded in acquisition accounting offset by recognition of state tax credit carryforwards determined more likely than not to be realized.

The change in the valuation allowance for the year ended December 31, 2024 is primarily related to foreign tax credits and foreign net operating loss carryforwards.

The change in the valuation allowance for the year ended December 31, 2023 is primarily related to anticipatory foreign tax credits and state interest deduction carryforwards offset by recognition of state tax credit carryforwards determined more likely than not to be realized.

The decrease in the valuation allowance for the year ended December 31, 2022 is primarily related to the utilization of state tax credit carryforwards.

The decrease in the valuation allowance for the year ended December 31, 2021 is primarily related to the foreign net operating loss carryforwards and the foreign tax credit carryforwards which the Company determined are more likely than not to be realized.

Foreign net operating loss carryforwards of $ 110.6 million will expire between December 31, 2025 and December 31, 2044, if not utilized.

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We are no longer subject to state income tax examinations for years ended on or before December 31, 2015, U.S.

federal income tax examinations for years ended on or before December 31, 2016 and U.K.

corporation tax examinations for years ended on or before December 31, 2019.

federal income tax examinations for years ended on or before December 31, 2016 and international corporation tax examinations for years ended on or before December 31, 2020.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits, excluding penalties and interest, for the years ended December 31, 2024, 2023 and 2022 is as follows:

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Average cost per share $ 123.00 $ 101.77 $ 125.93

The share repurchase activity for the year ended December 31, 2021 included the repurchase of 2,491,161 shares at an average price of $ 200.71 per share under an ASR agreement we entered into on February 10, 2021 with a financial institution to repurchase an aggregate of $ 500 million of our common stock during the ASR program purchase period, which ended on March 31, 2021.

The share repurchase activity for the year ended December 31, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible 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.

The share repurchase activity for the year ended December 31, 2024 also included the repurchase of 5,320,781 shares at an average price of $ 112.77 per share under an ASR agreement we entered into on October 30, 2024 with a financial institution to repurchase an aggregate of $ 600.0 million of our common stock during the ASR program purchase period.

This ASR program was completed on December 20, 2024.

On February 13, 2025, we entered into an ASR agreement to repurchase an aggregate $ 250.0 million of shares of common stock during the program purchase period, which will end prior to March 31, 2025.

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 August 16, 2022, the U.S.

government enacted the Inflation Reduction Act into law, which, among other things, implemented a 1% excise tax on share repurchases effective beginning January 1, 2023.

During the year ended December 31, 2023, we reflected excise taxes of $ 3.9 million within equity as part of the cost of common stock repurchased, net of share issuances, during the period.

As of December 31, 2023, the amount available under our share repurchase program was $ 1,090.2 million.

On January 25, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $ 2.0 billion.

On January 25, 2024, our board of directors declared a cash dividend of $ 0.25 per share payable on March 29, 2024 to common shareholders of record on March 15, 2024.

During the year ended December 31, 2024 and 2023, we reflected excise taxes of $ 15.6 million and $ 3.9 million, respectively, within equity as part of the cost of common stock repurchased, net of share issuances, during the period.

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.

As of December 31, 2024, the remaining amount available under our share repurchase program was $ 1,850.0 million.

On January 30, 2025, our board of directors declared a cash dividend of $ 0.25 per share payable on March 28, 2025 to common shareholders of record as of March 14, 2025.

NOTE 14— SHARE-BASED AWARDS AND OPTIONS

We have granted nonqualified stock options, restricted stock and performance unit awards to key employees, officers and directors under a long-term incentive plan, which permits grants of equity to employees, officers, directors and consultants.

A total of 14.0 million shares of our common stock has been reserved and made available for issuance pursuant to awards granted under the plan.

A total of 14.0 million shares of our common stock has been reserved and made available for issuance pursuant to awards granted under the 2011 Amended and Restated Incentive Plan.

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

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Performance Units

Certain of our executives have been granted performance-based restricted stock units ("performance units") that, after a performance period, may convert on a 1 -for-1 basis into shares of our common stock based upon the level of achievement of certain pre-established performance measures during the performance period and subject to the holders' continued service on the vesting date.

Certain of our executives have been granted performance-based restricted stock units ("performance units") that, after a specified performance period, may convert on a 1 -for-1 basis into shares of our common stock based upon the level of achievement of certain pre-established performance measures during the performance period and subject to the holders' continued service on the vesting date.

The Compensation Committee of our board of directors ("Compensation Committee") establishes performance measures and may set a range of possible performance-based outcomes for performance units.

The performance periods generally range from one to three years .

Performance units are converted into shares of common stock only after the Compensation Committee certifies the level of achievement against the performance measures.

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Unvested at December 31, 2022 2,145 159.04

Replacement Awards 202 98.44

Granted 1,322 112.81

2 unchanged sentences

Unvested at December 31, 2023 2,481 131.41

Replacement Awards 202 98.44

Granted 1,225 128.97

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Outstanding at December 31, 2022 1,139 111.75 5.4 17.3

Replacement Awards 142 98.44

Granted 233 110.83

2 unchanged sentences

Outstanding at December 31, 2023 921 99.54 5.0 32.1

Replacement Awards 142 98.44

Granted 168 127.99

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$ 19,320 $ 92,987 $ 18,519

During the year ended December 31, 2024, we paid $ 108.8 million to acquire the remaining 45.23 % interest for 100 % ownership in one of our majority-owned subsidiaries in Europe.

The transaction resulted in a reduction in equity attributable to noncontrolling interests of approximately $ 37.7 million and a reduction in total equity attributable to Global Payments of approximately $ 71.1 million.

The net effects of the transaction include a reclassification of an accumulated other comprehensive gain related to foreign currency translation of $ 0.7 million from noncontrolling interests to equity attributable to Global Payments.

During the year ended December 31, 2023, we received $ 26.2 million from a noncontrolling shareholder in exchange for a 20 % ownership interest in one of our majority-owned subsidiaries in Spain, which resulted in a reallocation between equity attributable to Global Payments and equity attributable to noncontrolling interests.

During the year ended December 31, 2021, Global Payments and noncontrolling shareholders made contributions of $ 209.6 million and $ 70.0 million, respectively, to certain of our majority-owned subsidiaries based on each shareholder's proportionate ownership, primarily to fund acquisitions that closed in the fourth quarter of 2021.

The contributions from the noncontrolling shareholders were reflected as an increase to noncontrolling interests in the consolidated balance sheet.

In addition, we increased our controlling financial interest in one of our majority-owned subsidiaries from 51 % to 55 %, which resulted in a reallocation between equity attributable to noncontrolling interests and total equity attributable to Global Payments.

Redeemable Noncontrolling Interests

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

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

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

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

The other options have no expiration date.

Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheet as of December 31, 2023.

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

During the second quarter of 2024, we formed a new joint venture in Germany, of which we hold a 51 % controlling interest.

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 December 31, 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.

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

The options have no expiration date.

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

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

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

Each of the redeemable noncontrolling interests was presented at the respective carrying amount as of December 31, 2023, and no adjustments to estimated redemption price were recognized during the year ended December 31, 2023.

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

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

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

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

NOTE 17— ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the years ended December 31, 2024, 2023 and 2022:

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

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

(in thousands)

1 unchanged sentence

Other comprehensive income (loss) ( 197,635 ) 26,070 ( 222 ) ( 171,787 )

Effect of change in ownership to a noncontrolling interest 92 — — 92

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

2 unchanged sentences

Other comprehensive income (loss) ( 374,388 ) 19,441 141 ( 354,806 )

Effect of purchase of subsidiary shares from noncontrolling interest 739 — — 739

Balance at December 31, 2024 $ ( 589,189 ) $ ( 21,418 ) $ ( 2,385 ) $ ( 612,992 )

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Through our former Consumer Solutions segment, we provided general purpose reloadable prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States.

Our segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including resource allocations and performance assessments.

Our Chief Executive Officer is the chief operating decision maker ("CODM").

We evaluate performance and allocate resources based on the operating income of each operating segment.

The CODM uses segment operating income in the annual budget and forecasting process, and considers budget-to-actual and forecast-to-actual variances on a monthly, quarterly and annual basis.

The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues.

2 unchanged sentences

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 CODM does 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 the 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 was as follows:

Information on segments and reconciliations to consolidated revenues, consolidated operating expenses, consolidated operating income and consolidated depreciation and amortization were as follows:

Years Ended December 31,

8 unchanged sentences

$ 10,105,894 $ 9,654,419 $ 8,975,515

Operating expenses (1) :

Merchant Solutions:

Cost of service $ 2,008,126 $ 1,925,880 $ 1,798,300

Selling, general and administrative 3,067,662 2,880,658 2,366,362

Total Merchant Solutions expenses 5,075,788 4,806,538 4,164,662

Issuer Solutions:

Cost of service 1,795,001 1,738,047 1,633,708

Selling, general and administrative 246,214 251,016 255,700

Total Issuer Solutions expenses 2,041,215 1,989,063 1,889,408

Consumer Solutions (2)

— 186,648 566,888

Corporate 994,886 898,024 777,744

Intersegment eliminations ( 66,466 ) ( 78,984 ) ( 95,507 )

Operating income (loss) (1) :

4 unchanged sentences

Impairment of goodwill — — ( 833,075 )

Net loss on business dispositions ( 136,744 ) ( 199,094 ) —

Net gain (loss) on business dispositions 273,134 ( 136,744 ) ( 199,094 )

Consolidated operating income $ 2,333,605 $ 1,716,386 $ 640,151

$ 1,716,386 $ 640,151 $ 1,358,876

Depreciation and amortization (1) :

4 unchanged sentences

Consolidated depreciation and amortization $ 1,862,331 $ 1,776,692 $ 1,662,455

$ 1,776,692 $ 1,662,455 $ 1,691,384

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

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

During the years ended December 31, 2023, 2022 and 2021, operating income included acquisition and integration expenses of $ 341.9 million, $ 259.2 million, and $ 340.4 million, respectively, which were primarily included within Corporate expenses.

During the years ended December 31, 2023, 2022 and 2021, operating loss for Corporate also included $ 18.5 million, $ 47.1 million, and $ 56.8 million, respectively, of other charges related to facilities exit activities.

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

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

Operating income and operating expenses included acquisition and integration expenses of $ 211.6 million, $ 341.9 million and $ 259.2 million for the years ended December 31, 2024, 2023 and 2022, respectively, which were primarily included within Corporate selling, general and administrative expenses.

For the years ended December 31, 2024, 2023 and 2022, operating expenses for Corporate also included $ 13.4 million, $ 18.5 million and $ 47.1 million, respectively, of other charges related to facilities exit activities as a result of actions taken to reduce our facility footprint in certain markets around the world.

During the year ended December 31, 2024, Corporate operating expenses also reflected costs of $ 99.1 million associated with our business transformation initiative, employee termination benefits of $ 99.6 million, which included $ 19.4 million of share-based compensation expense, and charges of $ 55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.

These charges are presented within selling, general and administrative expenses in our consolidated statements of income.

(2) Prior to the disposition of the consumer portion of our Netspend business, the information provided to the CODM included segment revenue and operating income, but not cost of service or selling, general and administrative expense.

Therefore, the segment expense detail is not provided for the Consumer Solutions business.

Entity-Wide Information

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Total future minimum payments $ 2,132,533

During the year ended December 31, 2023, we entered into agreements to acquire hardware, software and related services, of which $ 182.2 million was financed utilizing under two to five-year vendor financing arrangements .

During the year ended December 31, 2024, we entered into agreements to acquire hardware, software and related services, of which $ 60.5 million was financed utilizing two to six-year vendor financing arrangements .

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

During the year ended December 31, 2022, we entered into new agreements to acquire hardware, software and related services, of which $ 112.0 million was financed utilizing two-year supplier financing arrangements.

One of the agreements included the purchase of certain assets previously leased.

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

During the year ended December 31, 2023, we entered into agreements to acquire hardware, software and related services, of which $ 182.2 million was financed utilizing two to five-year vendor financing arrangements .

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

Legal Matters

10 unchanged sentences

GLOBAL PAYMENTS INC.

Valuation & Qualifying Accounts

Valuation and Qualifying Accounts

(in thousands)

6 unchanged sentences

December 31, 2023 (3)

$ 21,020 $ 23,267 $ 25,282 $ 19,005

December 31, 2024 (4)

11 unchanged sentences

December 31, 2023 (3)

$ 3,444 $ 3,074 $ 6,518 $ —

December 31, 2024 $ — $ — $ — $ —

Reserve for contract contingencies and processing errors

5 unchanged sentences

December 31, 2023 (3)

$ 10,190 $ 15,861 $ 26,051 $ —

December 31, 2024 $ — $ — $ — $ —

Deferred income tax asset valuation allowance

4 unchanged sentences

December 31, 2023 $ — $ 15,245 $ — $ 15,245

December 31, 2024 $ 15,245 $ — $ — $ 15,245

(1) Included in settlement processing obligations.

2 unchanged sentences

During the second quarter of 2023, we completed the sale of our gaming business and the consumer portion of our Netspend business.

The results relating to our consumer and gaming business are included for the periods prior to disposition, and the amounts divested are included in the deductions column above.

The results relating to our consumer and gaming business are included for the periods prior to disposition, and the amounts disposed of are included in the deductions column above.

(4) Includes certain amounts related to AdvancedMD, which we completed the sale of in December 2024.

The results relating to AdvancedMD are included for the periods prior to disposition and the amounts disposed of are included in the deductions column above.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data