What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-10-31 · 204 added, 408 removed, 415 unchanged (60% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, 2024 September 30, 2023

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

Operating expenses:

Cost of service 946,945 915,531

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

2,125,971 1,917,495

Operating income 475,581 558,196

Interest and other income 55,338 35,732

Interest and other expense ( 155,905 ) ( 176,094 )

( 100,567 ) ( 140,362 )

Income before income taxes and equity in income of equity method investments 375,014 417,834

Income tax expense 57,378 58,936

Income before equity in income of equity method investments 317,636 358,898

Equity in income of equity method investments, net of tax 15,897 17,707

Net income 333,533 376,605

Net income attributable to noncontrolling interests ( 18,408 ) ( 14,775 )

Net income attributable to Global Payments $ 315,125 $ 361,830

Earnings per share attributable to Global Payments:

Basic earnings per share $ 1.24 $ 1.39

Diluted earnings per share $ 1.24 $ 1.39

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Nine Months Ended

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Revenues $ 2,412,098 $ 2,420,187

2 unchanged sentences

Selling, general and administrative 1,024,011 1,045,545

Net loss on business dispositions — 139,095

Gain on business disposition ( 3,993 ) —

1,941,213 1,967,935

18 unchanged sentences

Three Months Ended

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Net income $ 312,772 $ 323,062

3 unchanged sentences

Net unrealized (losses) gains on hedging activities ( 9,371 ) 29,116

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

Reclassification of net unrealized losses (gains) on hedging activities to interest expense 852 ( 2,662 )

Income tax (expense) benefit related to hedging activities 2,013 ( 6,388 )

Other, net of tax — ( 22 )

Other comprehensive income (loss) 206,984 ( 61,600 )

2 unchanged sentences

Comprehensive income attributable to Global Payments $ 469,080 $ 274,794

Nine Months Ended

September 30, 2024 September 30, 2023

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

Other comprehensive income (loss):

Foreign currency translation adjustments ( 3,590 ) ( 83,208 )

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

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

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

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

Other, net of tax — ( 66 )

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

Comprehensive income 1,039,930 583,458

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

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

See Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(in thousands, except share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

11 unchanged sentences

Total assets $ 47,616,106 $ 46,890,255

LIABILITIES AND EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Current liabilities:

13 unchanged sentences

Common stock, no par value;

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

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

400,000,000 shares authorized at March 31, 2025 and December 31, 2024;

245,361,590 shares issued and outstanding at March 31, 2025 and 248,708,899 shares issued and outstanding at December 31, 2024

Paid-in capital 17,678,643 18,118,942

9 unchanged sentences

(in thousands)

Nine Months Ended

September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

Cash flows from operating activities:

10 unchanged sentences

Equity in income of equity method investments, net of tax ( 18,286 ) ( 16,411 )

Technology asset charge 55,808 —

Net loss on business dispositions — 139,095

Distributions received on investments 7,512 —

Gain on business disposition ( 3,993 ) —

Other, net 19,338 12,075

1 unchanged sentence

Accounts receivable ( 36,734 ) 50,934

Settlement processing assets and obligations, net 789,702 ( 29,857 )

Prepaid expenses and other assets ( 93,552 ) ( 120,774 )

4 unchanged sentences

Capital expenditures ( 127,577 ) ( 145,441 )

Issuance of notes receivable — ( 50,000 )

Repayment of notes receivable — 50,000

Net cash from sales of businesses — 478,695

Proceeds from sale of investments 18,076 —

Other, net 6 2,187

Payment received on notes receivable 4,375 —

Net cash used in investing activities ( 173,088 ) ( 147,998 )

Cash flows from financing activities:

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

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

Changes in funds held for customers ( 58,461 ) ( 88,573 )

Changes in settlement processing assets and obligations, net 479,153 ( 24,689 )

Net borrowings from settlement lines of credit 223,216 133,228

Net borrowings (repayments) from commercial paper notes 867,582 ( 1,093,043 )

Proceeds from long-term debt 1,551,000 4,609,000

5 unchanged sentences

Distributions to noncontrolling interests ( 10,327 ) ( 4,748 )

Contributions from noncontrolling interests 2,116 —

Payment of deferred consideration in business combination ( 6,390 ) —

Proceeds and contributions from noncontrolling interests — 89

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

Dividends paid ( 61,124 ) ( 63,616 )

Net cash provided by (used in) financing activities ( 1,151,073 ) 2,458,377

Net cash used in financing activities ( 31,526 ) ( 276,698 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 61,790 ( 34,035 )

Increase (decrease) in cash, cash equivalents and restricted cash 882,640 ( 105,741 )

Increase in cash, cash equivalents and restricted cash 412,300 70,848

Cash, cash equivalents and restricted cash, beginning of the period 2,735,975 2,256,875

9 unchanged sentences

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

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

Balance at December 31, 2024 248,709 $ 18,118,942 $ 4,774,736 $ ( 612,992 ) $ 22,280,686 $ 575,258 $ 22,855,944 $ 160,623

Net income 305,734 305,734 8,224 313,958 ( 1,186 )

3 unchanged sentences

Share-based compensation expense 39,740 39,740 39,740

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

Repurchases of common stock ( 4,218 ) ( 449,037 ) ( 449,037 ) ( 449,037 )

Distributions to noncontrolling interests — ( 10,327 ) ( 10,327 )

1 unchanged sentence

( 61,124 ) ( 61,124 ) ( 61,124 )

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

Balance at March 31, 2025 245,362 $ 17,678,643 $ 5,019,346 $ ( 449,646 ) $ 22,248,343 $ 609,439 $ 22,857,782 $ 166,791

Shareholders' Equity

4 unchanged sentences

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

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

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

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

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

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

Excise tax on net share repurchases 303 303 303

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

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

Cash dividends declared ($ 0.25 per common share)

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

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

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except per share data)

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

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

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

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

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

Other comprehensive loss ( 38,513 ) ( 38,513 ) ( 15,001 ) ( 53,514 ) ( 8,086 )

Stock issued under share-based compensation plans 1,132 11,031 11,031 11,031

9 unchanged sentences

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

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

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

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

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

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

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

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

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

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

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

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

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

Cash dividends declared ($ 0.75 per common share)

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

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

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

See Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

Merchant Solutions and Issuer Solutions.

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

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

See "Note 14—Segment Information" for further information.

8 unchanged sentences

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period.

Actual results could differ materially from those estimates.

In particular, uncertainty resulting from global events and other macroeconomic conditions are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses.

In particular, uncertainty resulting from global events and other macroeconomic conditions are difficult to predict, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses.

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

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

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

The new disclosures are required on a prospective basis and 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.

Change in presentation - During the first quarter of 2025, we elected to change our presentation of cash flows associated with "Changes in settlement processing assets and obligations, net" and "Changes in funds held for customers" from operating activities to financing activities within our consolidated statements of cash flows.

The change has been applied retrospectively and the prior period has been conformed to the current period presentation.

This change had no effect on our consolidated statements of income, consolidated statements of comprehensive income, consolidated balance sheets or consolidated statements of changes in equity.

The change in presentation resulted in an increase in net cash provided by operating activities and an increase in net cash used in financing activities of $ 113.3 million for the three months ended March 31, 2024.

SEC rule changes - On March 27, 2025, the SEC voted to withdraw its litigation defense of its climate risk disclosure rules requiring disclosure of certain climate-related information and greenhouse gas emissions.

Recently issued accounting pronouncements not yet adopted

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

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

Accounting Standards Update ("ASU") 2024-03 - In November 2024, the Financing Accounting Standards Board ("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 and related disclosures.

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

The amendments in this update are effective for annual periods beginning with our year ending 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.

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

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

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

Early adoption is permitted.

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

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

NOTE 2— ACQUISITION

EVO Payments, Inc.

On March 24, 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.

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

Total purchase consideration was $ 4.3 billion, which consisted of the following (in thousands):

Cash paid to EVO shareholders (1)

Cash paid for equity awards attributable to purchase consideration (2)

Value of replacement awards attributable to purchase consideration (3)

Total purchase consideration transferred to EVO shareholders 3,334,945

Repayment of EVO's unsecured revolving credit facility (including accrued interest and fees) 665,557

Payment of certain acquiree transaction costs and other liabilities on behalf of EVO (4)

Total purchase consideration $ 4,269,620

(1) Holders of EVO common stock, convertible preferred stock and common units received $ 34 for each share of EVO common stock held at the effective time of the transaction.

(2) Pursuant to the merger agreement, we cash settled vested options and certain unvested equity awards of EVO equity award holders.

(3) Pursuant to the merger agreement, we granted equity awards for approximately 0.3 million shares of Global Payments common stock to certain EVO equity award holders.

Each such replacement award is subject to the same terms and conditions (including vesting and exercisability) that applied to the corresponding EVO equity award.

We apportioned the fair value of the replacement awards between purchase consideration (the portion attributable to pre-acquisition services in relation to the total vesting term of the award) and amounts to be recognized in periods following the acquisition as share-based compensation expense over the requisite service period of the replacement awards.

(4) Certain acquiree transaction costs and liabilities, including amounts outstanding under EVO’s tax receivable agreement, were required to be repaid by us upon consummation of the acquisition.

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

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

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

Final Amounts

Cash and cash equivalents $ 324,859

Accounts receivable 51,470

Settlement processing assets 134,712

Deferred income tax assets 1,734

Property and equipment 72,100

Identifiable intangible assets 1,478,995

Other assets 148,567

Accounts payable and accrued liabilities ( 289,360 )

Settlement lines of credit ( 7,587 )

Settlement processing obligations ( 163,535 )

Deferred income tax liabilities ( 253,221 )

Other liabilities ( 61,207 )

Total identifiable net assets 1,437,527

Redeemable noncontrolling interests ( 471,119 )

Goodwill 3,303,212

Total purchase consideration $ 4,269,620

During the nine months ended September 30, 2024, we made measurement-period adjustments that increased the amount of goodwill by $ 19.9 million, primarily related to deferred income taxes as a result of finalizing the evaluation of the differences in the bases of assets and liabilities for financial reporting and tax purposes.

The effects of the measurement-period adjustments on our consolidated statement of income for the nine months ended September 30, 2024 were not material.

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

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

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

Estimated Fair Value Weighted-Average Estimated Amortization Periods

(in thousands) (years)

Customer-related intangible assets $ 916,000 11

Contract-based intangible assets 470,000 12

Acquired technologies 86,995 7

Trademarks and trade names 6,000 2

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

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

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

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

There were no accounting pronouncements adopted by the Company during the three months ended March 31, 2025.

Subsequent event

On April 17, 2025, we entered into definitive agreements to divest our Issuer Solutions business to Fidelity National Information Services, Inc.

(“FIS”) as well as acquire 100 % of Worldpay Holdco, LLC (“Worldpay”) from FIS and affiliates of GTCR LLC (“GTCR”).

Worldpay is an industry leading payments technology and solutions company.

Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $ 7.5 billion in net cash and (2) FIS’ 45 % ownership interest in Worldpay.

Total estimated consideration expected to be paid to GTCR for the remaining 55 % ownership interest in Worldpay consists of (1) approximately $ 6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock.

The proposed divestiture of our Issuer Solutions business and acquisition of Worldpay will occur simultaneously.

As part of the transaction, we obtained $ 7.7 billion in committed bridge financing.

The transaction is subject to customary cash, debt and working capital adjustments.

The transactions are expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions.

We will evaluate if the disposal group meets the criteria to be classified as held for sale in the quarter ending June 30, 2025, which could result in the recognition of a loss for financial reporting purposes.

NOTE 2— BUSINESS DISPOSITIONS

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

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

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

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

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

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

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

Notes Receivable and Allowance for Credit Losses

In connection with the sale of our consumer business, we provided seller financing consisting of the following:

(1) a first lien seven-year secured term loan facility with an aggregate principal amount of $ 350 million bearing interest at a fixed annual rate of 9.0 %, including 3.5 % payable quarterly in cash and 5.5 % settled quarterly via the issuance of additional paid-in-kind ("PIK") notes with the same terms as the original notes until December 2024, after which interest will be payable quarterly in cash along with quarterly principal payments of $ 4.375 million with the remaining balance due at maturity;

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

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

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

We recognized interest income of $ 22.8 million and $ 66.4 million on the notes during the three and nine months ended September 30, 2024, respectively, and $ 21.4 million and $ 37.1 million during the three and nine months ended September 30, 2023, respectively, as a component of interest and other income in the consolidated statements of income.

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

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

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

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

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

The estimated fair value of the notes receivable was $ 802.5 million an d $ 735.6 million as of September 30, 2024 and December 31, 2023, respectively .

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

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 ("U.S."), 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 and an additional gain on sale of $ 4.0 million during the three months ended March 31, 2025.

NOTE 3— REVENUES

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

Solutions Issuer

Solutions Intersegment

Eliminations Total

(in thousands)

Americas $ 1,610,070 $ 467,699 $ ( 5,849 ) $ 2,071,920

Europe 320,911 142,042 — 462,953

Asia Pacific 66,679 11,389 ( 11,389 ) 66,679

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

Three Months Ended September 30, 2023

Solutions Issuer

Solutions Intersegment

Eliminations Total

(in thousands)

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

Europe 295,787 131,659 — 427,446

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

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

Nine Months Ended September 30, 2024

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

Solutions Issuer

6 unchanged sentences

$ 1,808,687 $ 620,730 $ ( 17,319 ) $ 2,412,098

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Solutions Issuer

Solutions Consumer

Solutions Intersegment

5 unchanged sentences

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

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

Three Months Ended Nine Months Ended

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

In our Merchant Solutions segment, we actively market and provide our payment services, software and other commerce enablement solutions directly to our customers and through a variety of partner distribution channels across three business pillars:

Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions.

Our Point-of-Sale and Software Solutions business provides advanced payments technology that is integrated into point-of-sale systems and business management software solutions that we own.

Our Integrated and Embedded Solutions business provides e-commerce solutions, advanced payments technology and commerce enablement solutions that is embedded into business management software solutions owned by our technology partners who operate in numerous vertical markets and countries.

Our Core Payments Solutions business provides payments technology services and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve through our direct sales force worldwide, as well as referral partnerships and other wholesale relationships.

The following table presents a disaggregation of our Merchant Solutions segment revenues by business pillar for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

Relationship-led $ 1,030,798 $ 1,003,647 $ 2,950,733 $ 2,775,372

Technology-enabled 966,862 880,359 2,852,047 2,556,537

Point-of-Sale and Software Solutions $ 348,141 $ 379,184

Integrated and Embedded Solutions 803,542 757,623

Core Payments Solutions 657,004 697,287

$ 1,808,687 $ 1,834,094

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

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

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

Balance Sheet Location September 30, 2024 December 31, 2023

For the three months ended March 31, 2025 and 2024, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of March 31, 2025 and December 31, 2024 was as follows:

Balance Sheet Location March 31, 2025 December 31, 2024

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities 50,406 50,555

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

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

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

Net contract assets were not material at March 31, 2025 or December 31, 2024.

Revenue recognized for the three months ended March 31, 2025 and 2024 from contract liability balances at the beginning of each period was $ 76.7 million and $ 92.3 million, respectively.

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

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

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 30, 2024.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at March 31, 2025.

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

Accordingly, the total

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

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

Year Ending December 31,

2025 $ 867,945

2025 1,093,200

2031 and thereafter 246,735

1 unchanged sentence

NOTE 4— GOODWILL AND OTHER INTANGIBLE ASSETS

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

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:

March 31, 2025 December 31, 2024

(in thousands)

13 unchanged sentences

$ 8,668,020 $ 8,931,943

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

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the three months ended March 31, 2025:

Solutions Issuer

2 unchanged sentences

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

Goodwill acquired 191,507 — 191,507

Effect of foreign currency translation 117,469 9,938 127,407

Measurement period adjustments 3,470 — 3,470

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

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

Balance at March 31, 2025 $ 16,898,471 $ 9,518,724 $ 26,417,195

Accumulated impairment losses for goodwill were $ 357.9 million as of March 31, 2025 and December 31, 2024.

NOTE 5— LONG-TERM DEBT AND LINES OF CREDIT

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

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, long-term debt consisted of the following:

March 31, 2025 December 31, 2024

(in thousands)

1.500 % senior notes due November 15, 2024

$ 499,844 $ 499,143

2.650 % senior notes due February 15, 2025

29 unchanged sentences

1.500 % convertible notes due March 1, 2031

1,971,784 1,970,577

Revolving credit facility 1,528,000 1,500,000

6 unchanged sentences

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

At September 30, 2024, the unamortized discount on senior notes and convertible notes was $ 40.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 98.0 million.

At March 31, 2025, the unamortized discount on senior notes and convertible notes was $ 36.7 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 88.6 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.

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

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

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

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

At March 31, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $ 12.2 million and $ 13.4 million, respectively.

At March 31, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

Year Ending December 31,

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1.500 % Convertible Notes due March 1, 2031

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

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

We have $ 2.0 billion in aggregate principal amount of 1.500 % convertible unsecured senior notes due March 2031, which were issued in 2024 through a private placement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The initial cap price of the capped call

transactions is $ 228.90 per share.

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

The cost of $ 256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated balance sheet as of September 30, 2024, net of applicable income taxes.

The price of the capped call transactions was $ 228.90 per share.

The capped call transactions met 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 statement of changes in equity for the three months ended March 31, 2024, net of applicable income taxes.

1.000 % Convertible Notes due August 15, 2029

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

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

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

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

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

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

Revolving Credit Facility

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

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

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

As of March 31, 2025, there were borrowings of $ 1.5 billion outstanding under the revolving credit facility with an interest rate of 5.8 %, and the total available commitments under the revolving credit facility were $ 3.3 billion.

Commercial Paper

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

As of September 30, 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.

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

As of March 31, 2025, we had net borrowings under our commercial paper program of $ 868.8 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 5.0 %.

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

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

Fair Value of Long-Term Debt

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

As of September 30, 2024, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an estimated fair value of $ 1.9 billion.

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

As of September 30, 2024, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.5 billion.

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

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

As of March 31, 2025, our senior notes had a total carrying amount of $ 10.1 billion and an estimated fair value of $ 9.7 billion.

As of March 31, 2025, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an estimated fair value of $ 1.9 billion.

The estimated fair values of our senior notes and 1.500 % convertible senior notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.

As of March 31, 2025, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.5 billion.

The estimated fair value of our 1.000 % convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

The fair value of other long-term debt approximated its carrying amount at March 31, 2025.

Compliance with Covenants

1 unchanged sentence

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

The required leverage ratio was increased 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 September 30, 2024, the required leverage ratio was 4.25 to 1.00, and the required interest coverage ratio was 3.00 to 1.00.

We were in compliance with all applicable covenants as of September 30, 2024.

As of March 31, 2025, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00.

The required leverage ratio will step-down to 3.75 to 1.00 as of June 30, 2025.

We were in compliance with all applicable covenants as of March 31, 2025.

Interest Expense

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

Interest expense was $ 146.7 million and $ 160.8 million for the three months ended March 31, 2025 and 2024, respectively.

NOTE 6— DERIVATIVES AND HEDGING INSTRUMENTS

2 unchanged sentences

The purpose of the net investment hedge is to reduce the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates.

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 our Euro-denominated senior notes are presented within the same components of other comprehensive income and accumulated comprehensive income, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.

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

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 (loss) and included in accumulated other comprehensive loss within equity in our consolidated balance sheets.

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 (loss) and accumulated other comprehensive loss, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.

We recognized a loss on the net investment hedge of $ 9.5 million and $ 7.1 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended March 31, 2025 and 2024, respectively.

Interest Rate Swaps

We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments.

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 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.

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

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

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

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

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2025 Range of Maturity Dates at March 31, 2025 March 31, 2025 December 31, 2024

(in thousands)

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

Interest rate swaps (Notional of $ 1.5 billion at March 31, 2025 and December 31, 2024)

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 17,384 $ 7,768

The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended Nine Months Ended

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

The table below presents the effects of our interest rate swaps on our consolidated statements of income and statements of comprehensive income for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

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

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

As of September 30, 2024, the amount of net unrealized loss in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 10.1 million.

Net unrealized (losses) gains recognized in other comprehensive income (loss) $ ( 9,371 ) $ 29,116

Net unrealized (losses) gains reclassified out of other comprehensive income (loss) to interest expense $ ( 852 ) $ 2,662

As of March 31, 2025, 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 $ 9.3 million.

NOTE 7— INCOME TAX

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

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

For the three months ended March 31, 2025, our effective income tax rate of 16.6 % differed favorably from the U.S.

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

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

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

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

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

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

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

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

NOTE 8— REDEEMABLE NONCONTROLLING INTERESTS

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.

We hold a 51 % controlling interest in our subsidiary in Germany.

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

As of March 31, 2025, 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.

6 unchanged sentences

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

We have also elected to recognize the entire amount

of any redemption price adjustments in net income attributable to noncontrolling interests in our consolidated statements of income.

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

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

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.

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 our consolidated balance sheet as of January 1, 2024.

NOTE 9— SHAREHOLDERS’ EQUITY

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

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

The share repurchase activity for the nine months ended September 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates.

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

During the three months ended March 31, 2025 and 2024, we repurchased and retired 4,218,350 and 6,061,999 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 449.0 million and $ 808.4 million, or $ 106.45 and $ 133.35 per share, respectively.

The share repurchase activity for the three months ended March 31, 2025 included the repurchase of 2,449,366 shares at an average price of $ 102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $ 250.0 million of our common stock during the ASR program purchase period.

This ASR program was completed on March 11, 2025.

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

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

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

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

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

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

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

As of March 31, 2025, the remaining amount available under our share repurchase program was $ 1,405.7 million.

On April 24, 2025, our board of directors declared a dividend of $ 0.25 per share payable on June 27, 2025 to common shareholders of record as of June 13, 2025.

NOTE 10— SHARE-BASED AWARDS AND STOCK OPTIONS

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

Three Months Ended Nine Months Ended

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

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

2 unchanged sentences

Share-Based Awards

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

The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2025:

Shares Weighted-Average

4 unchanged sentences

Forfeited ( 85 ) 111.46

Unvested at September 30, 2024 2,400 $ 125.54

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

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

As of September 30, 2024, there was $ 163.8 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 1.9 years.

Unvested at March 31, 2025 2,586 $ 113.27

The total fair value of restricted stock and performance awards vested during the three months ended March 31, 2025 and 2024 was $ 132.1 million and $ 131.1 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 35.9 million and $ 35.6 million during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, there was $ 239.1 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.1 years.

Stock Options

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

The following table summarizes stock option activity for the three months ended March 31, 2025:

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

4 unchanged sentences

Exercised ( 19 ) 54.37

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

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

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

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

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

The weighted-average grant-date fair value of stock options granted, including replacement awards granted in connection with the EVO acquisition, during the nine months ended September 30, 2024 and 2023 was $ 53.28 and $ 46.17 , respectively.

Outstanding at March 31, 2025 950 $ 112.35 6.3 $ 4.5

Options vested and exercisable at March 31, 2025 605 $ 112.97 4.5 $ 4.5

We recognized compensation expense for stock options of $ 2.5 million and $ 2.8 million during the three months ended March 31, 2025 and 2024, respectively.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024 was $ 0.8 million and $ 13.6 million, respectively.

As of March 31, 2025, we had $ 13.4 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.0 years .

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2025 and 2024 was $ 44.76 and $ 54.42 , respectively.

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

Nine Months Ended

September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

Risk-free interest rate 4.01 % 4.16 %

12 unchanged sentences

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

The dilutive share base for the three and nine months ended September 30, 2024 excluded approximately 0.5 million shares related to stock options that would have an antidilutive effect on the computation of diluted earnings per share.

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

The dilutive share base for the three months ended March 31, 2025 excluded approximately 0.8 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

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

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

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

For the three and nine months ended September 30, 2024, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

For the three months ended March 31, 2025, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

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

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

Three Months Ended Nine Months Ended

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

The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

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

As of September 30, 2024, approximately 75 % of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

As of March 31, 2025, approximately 75 % of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

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

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

We have not experienced any losses associated with our balances in such accounts for the three months ended March 31, 2025 and 2024.

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

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

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

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

September 30, 2024 December 31, 2023

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

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

March 31, 2025 December 31, 2024

(in thousands)

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Restricted cash 252,251 197,559

Cash included in assets held for sale — 798

Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 3,148,275 $ 2,735,975

Long-lived assets

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

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

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

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

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

Visa preferred shares

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

In June 2016, Visa Inc.

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

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

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

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

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

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

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

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

Accounts payable and accrued liabilities

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

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

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

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

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

Notes Receivable and Allowance for Credit Losses

In connection with the sale of our consumer business in April 2023, we provided seller financing consisting of a first lien seven-year secured term loan facility with an aggregate principal amount of $ 350 million bearing interest at a fixed annual rate of 9.0 % and a second lien twenty-five year secured term loan facility with an aggregate principal amount of $ 325 million bearing interest at a fixed annual rate of 13.0 %.

We recognized interest income of $ 23.5 million and $ 21.5 million on the notes during the three months ended March 31, 2025 and 2024, respectively, as a component of interest and other income in our consolidated statements of income.

As of March 31, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 825.3 million and $ 810.2 million , respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheets.

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

The estimated fair value of the notes receivable was $ 828.1 million an d $ 809.3 million as of March 31, 2025 and December 31, 2024, 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 fair value hierarchy.

Other noncurrent assets

During the three months ended March 31, 2025, we entered into an agreement in which we acquired software and related services, of which $ 37.5 million was financed utilizing a two-year vendor financing arrangement.

NOTE 13— ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 2024 and 2023:

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

(in thousands)

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

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

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

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

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

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

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

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

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three months ended March 31, 2025 and 2024:

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) 169,852 ( 6,506 ) — 163,346

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

Balance at March 31, 2025 $ ( 419,337 ) $ ( 27,924 ) $ ( 2,385 ) $ ( 449,646 )

Balance at December 31, 2023 $ ( 215,540 ) $ ( 40,859 ) $ ( 2,526 ) $ ( 258,925 )

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

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

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

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 43.6 million and $( 23.1 ) million for the three months ended March 31, 2025 and 2024, respectively.

NOTE 14— SEGMENT INFORMATION

1 unchanged sentence

Merchant Solutions and Issuer Solutions.

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

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

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.

1 unchanged sentence

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

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

individual segments.

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

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.

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 our Annual Report on Form 10-K for the year ended December 31, 2024 and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

Information on segments and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended Nine Months Ended

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

Information on segments, including significant segment expenses, and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

2 unchanged sentences

Issuer Solutions 620,730 602,735

Consumer Solutions — — — 182,740

Intersegment eliminations ( 17,319 ) ( 16,642 )

Consolidated revenues $ 2,412,098 $ 2,420,187

Operating expenses (1) :

Merchant Solutions:

Cost of service $ 488,865 $ 499,055

Selling, general and administrative 705,720 754,601

Total Merchant Solutions expenses 1,194,585 1,253,656

Issuer Solutions:

Cost of service 444,808 434,201

Selling, general and administrative 66,604 62,437

Total Issuer Solutions expenses 511,412 496,638

Corporate 256,528 234,283

Intersegment eliminations ( 17,319 ) ( 16,642 )

Operating income (loss) (1) :

1 unchanged sentence

Issuer Solutions 109,318 106,097

Consumer Solutions — — — ( 3,908 )

Corporate ( 256,528 ) ( 234,283 )

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

Gain on business disposition 3,993 —

Consolidated operating income $ 470,885 $ 452,252

4 unchanged sentences

Consolidated depreciation and amortization $ 452,108 $ 461,136

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

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

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

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

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

Operating income and operating expenses included acquisition and integration expens es of $ 28.4 million an d $ 78.9 million for the three months ended March 31, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the three months ended March 31, 2025, Corporate operating expenses also reflected costs of $ 66.3 million associated with our business transformation initiative, which are presented within selling, general and administrative expenses in our consolidated statements of income.

NOTE 15— COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

NOTE 17— SUBSEQUENT EVENT

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

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

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

What changed 10-Q

Item 1. Financial Statements