What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2024-10-31 · 156 added, 220 removed, 143 unchanged (72% of the section changed)

8 unchanged sentences

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

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

Highlights related to our financial condition at September 30, 2024, and results of operations for the three and nine months then ended, include the following:

• Consolidated revenues for the three and nine months ended September 30, 2024 increased to $2,601.6 million and $7,590.5 million, respectively, compared to $2,475.7 million and $7,220.6 million, respectively, for the prior year.

The increase in consolidated revenues was primarily due to growth in transaction volumes.

For the nine months ended September 30, 2024, the effect on revenues from the EVO business acquired in March 2023 was offset by the effect on revenues from the divestitures of our gaming and consumer businesses in April 2023.

• Merchant Solutions segment operating income for the three and nine months ended September 30, 2024 and Issuer Solutions segment operating income for the nine months ended September 30, 2024 increased compared to the prior year primarily due to the favorable effect of increases in revenues, as certain fixed costs do not vary with revenues.

Merchant Solutions operating income for the nine months ended September 30, 2024 also reflected an increase related to the acquired EVO business, as the same period in 2023 only reflected the acquisition for a portion of the period.

Issuer Solutions segment operating income for the three months ended September 30, 2024 decreased compared to the prior year due to slightly higher costs.

• Consolidated operating income for the three and nine months ended September 30, 2024 included the favorable effects of the increase in revenues as compared to the prior year and lower acquisition and integration expenses.

These favorable effects were offset by expenses related to business transformation activities, a technology asset charge and an increase in amortization of acquired intangibles, primarily related to the acquisition of EVO.

Consolidated operating income for the nine months ended September 30, 2023 included the effects of the gain on the sale of our gaming business and the loss on the sale of our consumer business.

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

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

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

We also furthered our business strategy through the sale of AdvancedMD, Inc.

("AdvancedMD") completed in December 2024 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.

Highlights related to our results of operations for the three months ended March 31, 2025 include the following:

• Consolidated revenues were essentially flat at $2,412.1 million and $2,420.2 million for the three months ended March 31, 2025 and 2024, respectively.

• Merchant Solutions segment operating income and operating margin for the three months ended March 31, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities.

Issuer Solutions segment operating income increased due to the favorable effect of an increase in revenues, while operating margin remained flat.

• Consolidated operating income for the three months ended March 31, 2025 included the favorable effects of cost reduction initiatives and a reduction in acquisition and integration expenses, partially offset by expenses related to business transformation activities.

Strategy and Business Transformation

Early this year, we launched a holistic review of our business to examine our strategy, operational fitness and ability to deliver sustainable performance.

We refreshed our strategy to ensure we are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

We then evaluated our organizational structure and operating model and capacity to execute against this strategy.

This gave rise to a broad operational transformation agenda to ensure we are poised for success.

We are streamlining and simplifying our strategy, organization and operating environment through our transformation program to deliver a global, unified operating company.

We are aligning the Global Payments brand identity across our assets and solidifying go-to-market activities under a common umbrella.

In our Merchant Solutions segment, we are harmonizing products and capabilities and prioritizing small and medium-sized businesses to deliver our full suite of differentiated software and commerce enablement solutions.

In our Issuer Solutions segment, we are capitalizing on growth opportunities through our cloud modernization and cross-selling initiatives, while also leveraging the strategic value of this business to extend our capabilities across the payments value chain.

We have consolidated our technology organizations and teams under common leadership to enhance speed and quality of product development with a customer-centric, product-led mindset.

We have also centralized our operations functions to enhance our servicing model and focus on improving the customer journey, leveraging best-in-class technology and providing differentiated service experiences for our clients.

These strategic, organizational and operational transformation activities have just begun and are expected to continue over the next few years.

As we focus on executing and delivering transformation initiatives, we anticipate incremental expenses related to the transformation and potential asset impairment charges through early 2027.

We are also undertaking a strategic review of our business portfolio to evaluate potential assets for divestiture to further streamline our business and create value for shareholders.

We expect our transformation initiatives to generate more than $500 million of annual run-rate operating income benefit by the first half of 2027.

Risks Related to Macroeconomic Effects and Other Global Conditions

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

In 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance.

We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

These strategic, organizational and operational transformation activities are expected to continue over the next few years.

As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation through early 2027, including but not limited to changes to the recoverability of assets.

We continue to assess a strategic review of our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

We currently expect our transformation initiatives to generate more than $600 million of annual run-rate operating income benefit by the first half of 2027.

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.

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

The transactions further simplify Global Payments’ business, positioning the company as a leading pure play commerce solutions provider for merchants of all sizes with global scale.

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.

Macroeconomic Effects and Other Global Conditions

We are exposed to general economic conditions, including the effects of currency fluctuations, inflation, rising interest rates, tariff increases, global trade relations, international tensions, higher rates of unemployment, and other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance.

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

We may also experience the effects of heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action.

We recognize the uncertainty of the macroeconomic environment and cannot predict what impacts the current uncertainty or any developments will have on the economy and our customers.

Certain of our operations are conducted in foreign currencies.

6 unchanged sentences

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

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

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

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.

1 unchanged sentence

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

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

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

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

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

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

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

For a further discussion of trends, uncertainties and other factors that could affect our future operating results, see the section entitled “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings we make with the SEC, including this Quarterly Report on Form 10-Q, and the section entitled "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.

Results of Operations

1 unchanged sentence

Merchant Solutions and Issuer Solutions.

As described in “Note 3 – Business Dispositions” in the notes to the accompanying unaudited consolidated financial statements, during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

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

For further information about our reportable segments, see “Item 1.

1 unchanged sentence

Key Drivers of our Results of Operations

Our revenues for both of our segments are dependent upon the volume of payment transactions we process, cardholder accounts on file and other factors (transaction volume).

Our revenues for both of our segments are dependent upon the volume of payment transactions we process, cardholder accounts on file and other factors (referred to herein as "transaction volume").

As the majority of our services are priced as a percentage of transaction value or specified fee per unit or transaction, many under multi-year customer arrangements, our revenues generally grow period-over-period in line with the rate of increase in transaction volume.

Our operating expenses consist primarily of the cost of the technology to provide services to our customers and our people costs to support the operations.

Our operating expenses consist primarily of amortization of intangible assets, the cost of the technology to provide services to our customers and our people costs to support the operations.

Many of those costs do not vary directly with the level of payment transactions we process for our customers, generating operating leverage.

3 unchanged sentences

As we integrate the businesses, we also are able to improve operating income and operating margin by generating synergies to lower the cost base of those businesses.

The following table sets forth key selected financial data for the three months ended September 30, 2024 and 2023, this data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the three months ended September 30, 2024 and 2023 is derived from the accompanying unaudited consolidated financial statements.

The following table sets forth key selected financial data for the three months ended March 31, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount.

The income statement data for the three months ended March 31, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Three Months Ended

September 30, 2024 % of Revenues (1)

March 31, 2025 % of Revenue (1)

Three Months Ended

September 30, 2023 % of Revenues (1)

March 31, 2024 % of Revenue (1)

Change % Change

5 unchanged sentences

Consolidated revenues $ 2,412,098 100.0 % $ 2,420,187 100.0 % $ (8,089) (0.3) %

Consolidated operating expenses (2) :

Cost of service $ 946,945 36.4 % $ 915,531 37.0 % $ 31,414 3.4 %

Selling, general and administrative 1,179,026 45.3 % 1,001,964 40.5 % 177,062 17.7 %

Operating expenses (2) :

Operating income (loss) (2) :

Merchant Solutions $ 707,546 27.2 % $ 637,864 25.8 % $ 69,682 10.9 %

Issuer Solutions 106,045 4.1 % 113,877 4.6 % (7,832) (6.9) %

Corporate (338,010) (13.0) % (193,545) (7.8) % (144,465) 74.6 %

Operating income $ 475,581 18.3 % $ 558,196 22.5 % $ (82,615) (14.8) %

Operating margin (2) :

Cost of service:

Merchant Solutions $ 488,865 $ 499,055 $ (10,190) (2.0) %

Issuer Solutions 444,808 434,201 10,607 2.4 %

NM = Not meaningful

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

(2) Revenues, consolidated operating expenses, operating income and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of divested businesses through the respective disposal dates.

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

Operating income included acquisition and integration expenses of $45.8 million and $75.1 million for the three months ended September 30, 2024 and 2023, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the three months ended September 30, 2024, Corporate expenses also reflected employee termination benefits of $56.4 million, 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.

The following table sets forth key selected financial data for the nine months ended September 30, 2024 and 2023, this data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the nine months ended September 30, 2024 and 2023 is derived from the accompanying unaudited consolidated financial statements.

Nine Months Ended

September 30, 2024 % of Revenues (1)

Nine Months Ended September 30, 2023 % of Revenues (1)

$ Change % Change

(dollar amounts in thousands)

Revenues (2) :

Intersegment eliminations (12,478) (10,866) (1,612) 14.8 %

Consolidated cost of service $ 921,195 38.2 % $ 922,390 38.1 % $ (1,195) (0.1) %

Selling, general and administrative:

Merchant Solutions $ 705,720 $ 754,601 $ (48,881) (6.5) %

Issuer Solutions 66,604 62,437 4,167 6.7 %

Consumer Solutions — — % 182,740 2.5 % (182,740) NM

Corporate 256,528 234,283 22,245 9.5 %

Intersegment eliminations (4,841) (5,776) 935 (16.2) %

Consolidated revenues $ 7,590,508 99.9 % $ 7,220,607 100.0 % $ 369,901 5.1 %

Consolidated selling, general and administrative $ 1,024,011 42.5 % $ 1,045,545 43.2 % $ (21,534) (2.1) %

Gain on business disposition (3,993) — (3,993) NM

Consolidated operating expenses $ 1,941,213 80.5 % $ 1,967,935 81.3 % $ (26,722) (1.4) %

Cost of service $ 2,807,819 37.0 % $ 2,805,237 38.9 % $ 2,582 0.1 %

Selling, general and administrative 3,282,232 43.2 % 3,058,605 42.4 % 223,627 7.3 %

Net loss on business dispositions — — % 139,095 1.9 % (139,095) NM

Operating expenses $ 6,090,051 80.2 % $ 6,002,937 83.1 % $ 87,114 1.5 %

Operating income (loss) (2) :

1 unchanged sentence

Issuer Solutions 109,318 106,097 3,221 3.0 %

Consumer Solutions — — % (3,908) (0.1) % 3,908 NM

Corporate (256,528) (234,283) (22,245) 9.5 %

Net loss on business dispositions — — % (139,095) (1.9) % 139,095 NM

Operating income $ 1,500,457 19.8 % $ 1,217,670 16.9 % $ 282,787 23.2 %

Gain on business disposition 3,993 — 3,993 NM

Consolidated operating income $ 470,885 19.5 % $ 452,252 18.7 % $ 18,633 4.1 %

Operating margin (2) :

1 unchanged sentence

Issuer Solutions 17.6 % 17.6 % — %

Consumer Solutions — % (2.1) % NM

NM = Not meaningful

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

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

Operating income included acquisition and integration expenses of $180.4 million and $244.4 million for the nine months ended September 30, 2024 and 2023, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the nine months ended September 30, 2024, Corporate expenses also reflected employee termination benefits of $94.1 million, costs of $59.2 million associated with our the 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.

Consolidated revenues for each of the three and nine months ended September 30, 2024 increased by 5.1% to $2,601.6 million and $7,590.5 million, respectively, compared to $2,475.7 million and $7,220.6 million, respectively, for the prior year.

The nine months ended September 30, 2023 included revenues of $182.7 million related to the consumer business divested in April 2023.

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of disposed businesses through the respective disposal dates.

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

Operating income included acquisition and integration expenses of $28.4 million and $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 expenses also reflected costs of $66.3 million associated with our business transformation initiative.

Consolidated revenues were essentially flat at $2,412.1 million and $2,420.2 million for the three months ended March 31, 2025 and 2024, respectively.

Merchant Solutions Segment.

Revenues from our Merchant Solutions segment for the three months ended September 30, 2024 increased by $113.7 million, or 6.0%, to $1,997.7 million, compared to $1,884.0 million for the prior year.

Revenues from our Merchant Solutions segment for the nine months ended September 30, 2024 increased by $470.9 million, or 8.8%, to $5,802.8 million, compared to $5,331.9 million for the prior year.

For the three months ended September 30, 2024, our technology-enabled distribution channel contributed $86.5 million to segment revenue growth.

For the nine months ended September 30, 2024, our technology-enabled distribution channel contributed $295.5 million to segment revenue growth.

The increase in revenues in our technology-enabled distribution channel was primarily driven by growth in transaction volume within integrated and embedded payments from new customers and incremental cross-selling of services.

For the three months ended September 30, 2024, our relationship-led distribution channel contributed $27.2 million to segment revenue growth.

For the nine months ended September 30, 2024, our relationship-led channel contributed $175.4 million to segment revenue growth.

The increase in revenues in our relationship-led distribution channel was primarily driven by an increase in transaction volume, including from recently acquired businesses.

For the nine months ended September 30, 2024, the net impact of our acquisition and divestiture activities contributed approximately 3.1% growth to Merchant Solutions, with the EVO business acquired in March 2023 contributing approximately 3.6% growth.

Revenues from our Merchant Solutions segment for the three months ended March 31, 2025 decreased by $25.4 million, or 1.4%, to $1,808.7 million from $1,834.1 million in the prior year.

The decrease included an approximate $20 million unfavorable effect of foreign currency exchange fluctuations.

Revenues in our integrated and embedded service line increased $45.9 million, or 6.1%, as payments continue to transition to more embedded and digital native environments.

Revenues in our POS/software service line declined $31.0 million, or 8.2%;

however, without the effect of the AdvancedMD business disposed of in December 2024, revenues increased approximately 8%, driven by growth in software subscription fees.

Revenues in our core payments service line declined $40.3 million, or 5.8%, as a result of an unfavorable effect of foreign currency exchange fluctuations and a reduced emphasis on our wholesale business.

Issuer Solutions Segment.

Revenues from our Issuer Solutions segment for the three and nine months ended September 30, 2024 increased by 2.2% and 3.9%, respectively, to $621.1 million and $1,837.4 million, respectively, compared to $607.8 million and $1,769.2 million, respectively, for the prior year.

For the three and nine months ended September 30, 2024, the increase in revenues was primarily due to an increase in transaction volume.

Revenues from our Issuer Solutions segment for the three months ended March 31, 2025 increased by $18.0 million, or 3.0%, to $620.7 million from $602.7 million in the prior year.

The increase in segment revenues was primarily due to the $23.8 million effect of higher transaction volume driven by cardholder activity.

Operating Expenses

Cost of Service.

Cost of service for the three and nine months ended September 30, 2024 was $946.9 million and $2,807.8 million, respectively, compared to $915.5 million and $2,805.2 million, respectively, for the prior year.

Cost of service as a percentage of revenues decreased to 36.4% and 37.0%, respectively, for the three and nine months ended September 30, 2024, compared to 37.0% and 38.9%, respectively, for the prior year.

For the three and nine months ended September 30, 2024, cost of service as a percentage of revenues decreased primarily due to improved operating leverage in the business, partially offset by increases of $10.0 million and $43.7 million, respectively, in amortization and depreciation expenses, primarily related to amortization of acquired intangibles for recent acquisitions.

For the nine months ended September 30, 2024, cost of service as a percentage of revenues also decreased as a result of the divestiture of our consumer business, which had a higher cost of service as a percentage of revenues relative to our Merchant Solutions and Issuer Solutions segments.

The effect on cost of service as a percentage of revenues of the acquired EVO business was insignificant.

Cost of service for the three months ended March 31, 2025 decreased by $1.2 million, or 0.1%, to $921.2 million from $922.4 million in the prior year.

Cost of service as a percentage of revenues was 38.2% for the three months ended March 31, 2025, compared to 38.1% in the prior year.

Merchant Solutions Segment.

Cost of service from our Merchant Solutions segment for the three months ended March 31, 2025 decreased by $10.2 million, or 2.0%, to $488.9 million from $499.1 million in the prior year.

Cost of service as a percentage of segment revenues decreased to 27.0% for the three months ended March 31, 2025 from 27.2% in the prior year.

The decline in cost of service is in line with the decline in revenue for the period.

The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.3% for the three months ended March 31, 2024.

Issuer Solutions Segment.

Cost of service from our Issuer Solutions segment for the three months ended March 31, 2025 increased by $10.6 million, or 2.4%, to $444.8 million from $434.2 million in the prior year primarily due to costs that vary with revenues.

Cost of service as a percentage of segment revenues decreased to 71.7% for the three months ended March 31, 2025 from 72.0% in the prior year primarily as a result of costs that do not vary with revenues, including the effects of amortization and depreciation as discussed below, generating operating leverage.

Amortization of Acquired Intangible Assets.

The most significant component of our cost of service is amortization of acquired intangibles, which was $329.3 million and $343.2 million, or approximately 36% and 37% of cost of service, for the three months ended March 31, 2025 and 2024, respectively.

These costs generally do not vary in proportion to changes in revenues, but rather are most significantly affected by acquisition activities.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses for the three and nine months ended September 30, 2024 were $1,179.0 million and $3,282.2 million, respectively, compared to $1,002.0 million and $3,058.6 million, respectively, for the prior year.

Selling, general and administrative expenses as a percentage of revenues was 45.3% and 43.2%, respectively, for the three and nine months ended September 30, 2024, compared to 40.5% and 42.4%, respectively, for the prior year.

For the three and nine months ended September 30, 2024, selling, general and administrative expenses as a percentage of revenues increased primarily due to higher corporate expenses.

Corporate expenses for the three and nine months ended September 30, 2024 include employee termination benefits of $56.4 million and $94.1 million, respectively, including $15.5 million and $18.2 million, respectively, of share-based compensation expense.

Corporate expenses for the three and nine months ended September 30, 2024 also include costs of $59.2 million associated with our business transformation initiatives, primarily for resources to support the initiative, and charges of $55.8 million for technology assets that will no longer be utilized under a revised cloud development strategy.

This increase in selling, general and administrative expenses as a percentage of revenues was partially offset by a reduction in acquisition and integration expenses of $29.3 million and $64.0 million for the three and nine months ended September 30, 2024, respectively.

For the nine months ended September 30, 2024, our acquisition and divestiture activities had less than 1% effect on selling, general and administrative expenses as a percentage of revenues, both individually and in aggregate.

Selling, general and administrative expenses for the three months ended March 31, 2025 decreased by $21.5 million, or 2.1%, to $1,024.0 million from $1,045.5 million in the prior year.

Selling, general and administrative expenses as a percentage of revenues was 42.5% for the three months ended March 31, 2025, compared to 43.2% in the prior year.

Merchant Solutions Segment.

Selling, general and administrative expenses from our Merchant Solutions segment for the three months ended March 31, 2025 decreased by $48.9 million, or 6.5%, to $705.7 million from $754.6 million in the prior year.

Selling, general and administrative expenses as a percentage of segment revenues was 39.0% for the three months ended March 31, 2025, compared to 41.1% in the prior year.

The primary driver of the reduction in selling, general and administrative expenses for the three months ended March 31, 2025 was lower compensation and benefits expenses as a result of certain actions taken in 2024 to align our workforce to our new operating model.

Issuer Solutions Segment.

Selling, general and administrative expenses from our Issuer Solutions segment for the three months ended March 31, 2025 increased by $4.2 million, or 6.7%, to $66.6 million from $62.4 million in the prior year.

Selling, general and administrative expenses as a percentage of segment revenues was 10.7% for the three months ended March 31, 2025, compared to 10.4% in the prior year, primarily due to higher labor and technology related costs.

Corporate expenses for the three months ended March 31, 2025 increased by $22.2 million, or 9.5%, to $256.5 million from $234.3 million in the prior year.

The higher amount of corporate expenses was primarily driven by $66.3 million incurred in the three months ended March 31, 2025 associated with our business transformation initiative announced in the third quarter of 2024, partially offset by lower acquisition and integration expenses of $50.5 million.

Operating Income and Operating Margin

Consolidated operating income for the three and nine months ended September 30, 2024 was $475.6 million and $1,500.5 million, respectively, compared to $558.2 million and $1,217.7 million, respectively, for the prior year.

Operating margin for the three and nine months ended September 30, 2024 were 18.3% and 19.8%, respectively, compared to 22.5% and 16.9%, respectively, for the prior year.

For the three months ended September 30, 2024:

• Consolidated operating income decreased $82.6 million and operating margin decreased 4.2% primarily due to the higher costs incurred in connection with business transformation activities and the technology asset charge as described above;

• Merchant Solutions segment operating income increased $69.7 million due to higher revenues, and operating margin increased 1.5% due to improved operating leverage in the business;

• Issuer Solutions segment operating income decreased $7.8 million and operating margin decreased 1.6% due to higher costs, including systems costs to support development activities and compensation costs.

For the nine months ended September 30, 2024:

• Consolidated operating income and operating margin reflected the higher costs incurred in connection with business transformation activities and the technology asset charge as described above;

• Consolidated operating income and operating margin for the nine months ended September 30, 2023 included the effects of the $104.1 million gain on the sale of our gaming business and the $243.2 million net loss on the sale of our consumer business;

• Merchant Solutions segment operating income increased $211.9 million due to higher revenues, and operating margin increased 1.0% due to an improved operating leverage in the business;

• Issuer Solutions segment operating income increased $30.1 million due to higher revenues and operating margin increased 1.1% due to improved operating leverage.

Other Income/Expense, Net

Interest and other income for the three and nine months ended September 30, 2024 increased to $55.3 million and $126.6 million, respectively, compared to $35.7 million and $74.8 million, respectively, for the prior year.

The three and nine months ended September 30, 2024 included a gain of $18.8 million recognized in connection with the release and conversion of a

portion of our Visa convertible preferred shares.

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

In addition, the nine months ended September 30, 2024 included an increase of $29.3 million in interest income on the seller financing notes that were issued in connection with the sale of our consumer and gaming businesses in the second quarter of 2023.

Interest and other expense for the three and nine months ended September 30, 2024 was $155.9 million and $477.2 million, respectively, compared to $176.1 million and $490.5 million, respectively, for the prior year.

For the three months ended September 30, 2024, the decrease in interest and other expense was primarily due to lower average interest rates on outstanding borrowings.

Interest and other expense decreased for the nine month period, as the prior year period ended September 30, 2023 included a noncash charge of $18.2 million for the estimated future credit losses on the seller financing notes receivable.

Consolidated operating income for the three months ended March 31, 2025 was $470.9 million, compared to $452.3 million in the prior year.

Consolidated operating margin for the three months ended March 31, 2025 was 19.5%, compared to 18.7% in the prior year.

• Consolidated operating income reflected higher corporate costs, as described above, which had an unfavorable effect on operating margin of approximately 1.0% for the three months ended March 31, 2025;

• Merchant Solutions segment operating income increased $33.7 million and operating margin increased 2.4% primarily due t o the favorable effect of cost reduction initiatives as a result of certain actions taken in 2024 to align our workforce to our new operating model.

In addition, the three months ended March 31, 2024 included operating income of $10.5 million related to the disposed AdvancedMD business, which had the effect of increasing operating margin by 0.5% for the three months ended March 31, 2024;

• Issuer Solutions segment operating income increased $3.2 million primarily due to the favorable effect of the increase in revenues, while operating margin remained flat at 17.6%.

Other Income and Expense, Net

Interest and other income for the three months ended March 31, 2025 increased $3.5 million to $39.4 million, compared to $35.9 million for the prior year, primarily due to an increase in available cash within our investment pool.

Interest and other expense for the three months ended March 31, 2025 decreased $5.0 million to $157.1 million, compared to $162.1 million for the prior year, primarily due to a decrease in our average outstanding borrowings and lower average interest rates on outstanding borrowings.

Income Tax Expense

For the three and nine months ended September 30, 2024, our effective income tax rates of 15.3% and 13.4%, respectively, included the favorable effects of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

In addition, for the nine months ended September 30, 2024, our effective income tax rate 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 was 14.1%.

The effective rate included the favorable effects from foreign-derived intangible income deductions, tax credits and foreign interest income not subject to tax.

For the nine months ended September 30, 2023, our effective income tax rate was 24.9%.

The effective tax rate reflects recognition of a gain on the dispositions of our consumer and gaming businesses for income tax reporting purposes, while a net loss on the dispositions was recognized for financial reporting purposes.

This was partially offset by the favorable effect on the rate of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

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

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

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

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

For the three months ended March 31, 2025 and 2024, our effective income tax rate was 16.6% and 5.9%, respectively.

The increase in the effective income tax rate was primarily due to a one-time favorable effect of a change in the valuation allowance related to certain foreign tax credit carryforwards in the three months ended March 31, 2024.

Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework.

The effective dates were generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction.

Additional jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates.

The Pillar Two directive did not have a material effect on our financial statements for the three months ended March 31, 2025, and we are continuing to evaluate the potential effect on future periods of the Pillar Two implementation, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.

Net Income Attributable to Global Payments

Net income attributable to Global Payments was $315.1 million and $1,003.2 million, respectively, for the three and nine months ended September 30, 2024 compared to $361.8 million and $624.9 million, respectively, for the prior year, reflecting the changes noted above.

Net income attributable to Global Payments was $305.7 million for the three months ended March 31, 2025, compared to $313.3 million for the prior year, reflecting the changes noted above.

Diluted Earnings per Share

Diluted earnings per share was $1.24 and $3.92, respectively, for the three and nine months ended September 30, 2024 compared to $1.39 and $2.39, respectively, for the prior year.

Diluted earnings per share for the three and nine months ended September 30, 2024 reflects the changes in net income.

Diluted earnings per share was $1.24 for the three months ended March 31, 2025, compared to $1.22 for the prior year.

Diluted earnings per share for the three months ended March 31, 2025 reflects the changes in net income noted above as well as a 10.4 million decrease in diluted weighted-average number of shares outstanding to 247.2 million shares for the three months ended March 31, 2025, compared to 257.6 million shares for the prior year.

Liquidity and Capital Resources

6 unchanged sentences

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

Our commercial paper program provides a cost effective means of addressing our short-term liquidity needs and is backstopped by our revolving credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility.

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

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

2 unchanged sentences

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

At September 30, 2024, we had cash and cash equivalents totaling $2,941.9 million.

Of this amount, we considered $888.4 million to be available for general purposes, of which $64.7 million is undistributed foreign earnings considered to be indefinitely reinvested outside the United States.

The available cash of $888.4 million does not include the following:

At March 31, 2025, we had cash and cash equivalents totalin g $2,896.0 million .

Of this amount, we considered $816.9 million to be available for general purposes, of which $62.6 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S.

The avail able cash of $816.9 million d oes not include the following:

(i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers.

5 unchanged sentences

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

We also had restricted cash of $197.6 million as of September 30, 2024, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

We also had restricted cash of $252.3 million as of March 31, 2025, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

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

Operating activities provided net cash of $2,879.3 million and $1,591.3 million for the nine months ended September 30, 2024 and 2023, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization, the provision for credit losses and charges associated with the net loss on business dispositions, and changes in operating assets and liabilities.

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

We used net cash in investing activities of $846.6 million and $4,119.7 million during the nine months ended September 30, 2024 and 2023, respectively.

Operating activities provided net cash of $555.1 million a nd $529.6 million for the three months ended March 31, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, and changes in operating assets and liabilities.

Cash flows from operating activities increased 5% from the prior year in spite of a decrease in net income in the current year period primarily due to a noncash tax valuation allowance in the prior year period.

We used net cash in investing activities of $173.1 million and $148.0 million during the three months ended March 31, 2025 and 2024, respectively.

Cash used for investing activities primarily represents cash used to fund acquisitions and capital expenditures.

During the nine months ended September 30, 2024 and 2023, we used cash of $373.8 million and $4,099.8 million, respectively, for acquisitions.

We made capital expenditures of $490.9 million and $500.8 million during the nine months ended September 30, 2024 and 2023, respectively.

During the three months ended March 31, 2025 and 2024, we used cash of $49.9 million and $2.6 million, respectively, for acquisitions.

We made capital expenditures of $127.6 million and $145.4 million during the three months ended March 31, 2025 and 2024, respectively.

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

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

We expect to continue to make significant capital investments in the business, and we anticipate capital expenditures to approximate $670.0 million during the year ending December 31, 2024.

Investing cash flows for the nine months ended September 30, 2024 includes cash received from the sale of our investments in Visa common shares of $18.1 million.

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

We expect to continue to make capital investments in the business, and we anticipate capital expenditures to be approximately $800 million during the year ending December 31, 2025.

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

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

We used net cash in financing activities of $1,151.1 million during the nine months ended September 30, 2024, and financing activities provided net cash of $2,458.4 million during the nine months ended September 30, 2023.

Proceeds from long-term debt were $7,637.9 million and $8,861.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Repayments of long-term debt were $5,803.0 million and $7,628.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Our borrowing arrangements are further described in "Note 5—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests.

Net cash used in financing activities was $31.5 million and $276.7 million for the three months ended March 31, 2025 and 2024, respectively.

Proceeds from long-term debt we re $1,551.0 million an d $4,609.0 million for the three months ended March 31, 2025 and 2024, respectively.

Repayments of long-term debt we re $2,546.6 million and $2,628.5 million for the three months ended March 31, 2025 and 2024, respectively.

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

During the nine months ended September 30, 2024 and 2023, we had net repayments of $1,367.9 million and net borrowings of $1,900.0 million, respectively, under our commercial paper program.

Changes in settlement processing assets and obligations, net were a source of cash of $479.2 million and a use of cash of $24.7 million for the three months ended March 31, 2025 and 2024, respectively.

The change in cash from settlement processing assets and liabilities was due primarily to transaction volume and the timing of month-end.

During the three months ended March 31, 2025 and 2024, we had net borrowings o f $867.6 million and net repayments of $1,093.0 million, respectively, under our commercial paper program.

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

1 unchanged sentence

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

During the nine months ended September 30, 2024 and 2023, we had net repayments of $184.5 million and $33.3 million, respectively, under our settlement lines of credit.

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

During the nine months ended September 30, 2024 and 2023, we used $900.0 million and $418.3 million, respectively, to repurchase shares of our common stock.

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.

During the three months ended March 31, 2025 and 2024, we had net borrow ings of $223.2 million and $133.2 million, respectively, under our settlement lines of credit.

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

During the three months ended March 31, 2025 and 2024, we us ed $446.3 million and $800.0 million, respectively, to repurchase and retire 4,218,350 and 6,061,999 shares of our common stock, 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.

We paid dividends to our common shareholders in the amounts of $190.5 million and $195.6 million during the nine months ended September 30, 2024 and 2023, respectively.

We made distributions to noncontrolling interests in the amount of $29.4 million and $24.3 million during the nine months ended September 30, 2024 and 2023, respectively.

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

We paid dividends to our common shareholders of $61.1 million and $63.6 million during the three months ended March 31, 2025 and 2024, respectively.

We also made distributions to noncontrolling interests of $10.3 million a nd $4.7 million during the three months ended March 31, 2025 and 2024, respectively.

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.

Long-Term Debt and Lines of Credit

We have $11.7 billion in aggregate principal amount of senior unsecured notes, which mature at various dates ranging from November 2024 to August 2052.

We have $10.2 billion in aggregate principal amount of senior unsecured notes outstanding as of March 31, 2025, which mature at various dates ranging from March 2026 to August 2052.

Interest on the senior notes is payable annually or semi-annually at various dates.

1 unchanged sentence

Convertible Notes

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.

1.500% Convertible Notes due March 1, 2031

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 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.

1 unchanged sentence

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 with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents, provides for an unsubordinated unsecured $5.75 billion revolving credit facility that matures in August 2027.

Our credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents, provides for an unsubordinated unsecured $5.75 billion revolving credit facility that matures in August 2027.

We may issue standby letters of credit of up to $250.0 million in the aggregate under the revolving credit facility.

1 unchanged sentence

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

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.

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

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

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

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.

1 unchanged sentence

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 ha d no borrowings outstanding under our commercial paper program.

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%.

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.

Settlement Lines of Credit

3 unchanged sentences

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

As of September 30, 2024, a total of $75.9 million of cash on deposit was used to determine the available credit.

As of September 30, 2024, we had $788.1 million outstanding under these lines of credit with additional capacity to fund settlement of $2,203.7 million.

During the three months ended September 30, 2024, the maximum and average outstanding balances under these lines of credit were $996.4 million and $534.8 million, respectively.

The weighted-average interest rate on these borrowings was 5.63% at September 30, 2024.

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

As of March 31, 2025, a total of $47.1 million of cash on deposit was used to determine the available credit.

As of March 31, 2025, we had $728.0 million outstanding under these lines of credit with additional capacity to fund settlement of $1,981.0 million.

During the three months ended March 31, 2025, the maximum and average outstanding balances under these lines of credit were $871.8 million and $404.0 million, respectively.

The weighted-average interest rate on these borrowings was 5.29% at March 31, 2025.

Subsequent Event - Committed Bridge Financing

As discussed in further detail above in Strategy and Business Transformation, in connection with our entry into a definitive agreement to acquire Worldpay on April 17, 2025, we obtained $7.7 billion in committed bridge financing and plan to issue debt between signing and closing which will be used to replace the bridge commitment and refinance Worldpay’s outstanding debt.

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

7 unchanged sentences

the effects of general economic conditions on our business;

statements about the benefits of our acquisitions or divestitures, such as the proposed sale of AdvancedMD, Inc., including future financial and operating results and the successful integration of acquisitions, statements about the completion of anticipated benefits or strategic or operational initiatives;

statements about the benefits of our acquisitions or dispositions such as our proposed acquisition of Worldpay and divestiture of our Issuer Solutions business, including future financial and operating results and the successful integration of acquisitions;

our ability to timely complete the acquisition of Worldpay and divestiture of our Issuer Solutions business, including receiving all required regulatory approvals in connection with the transactions;

statements about the completion of anticipated benefits or strategic or operational initiatives;

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

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

and other statements regarding our future financial performance and our plans, objectives, expectations and intentions.

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

3 unchanged sentences

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

foreign currency exchange, inflation and rising interest rate risks;

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

our ability to complete the proposed sale of AdvancedMD, Inc.

on the proposed terms or on the anticipated timeline, or at all;

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

failing to comply with the

applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements;

the ability to maintain Visa and Mastercard registration and financial institution sponsorship;

the ability to retain, develop and hire key personnel;

the diversion of management’s attention from ongoing business operations;

the continued availability of capital and financing;

increased competition in the markets in which we operate and our ability to increase our market share in existing markets and expand into new markets;

our ability to safeguard our data;

risks associated with our indebtedness;

our ability to meet environmental, social and governance targets, goals and commitments;

the potential effects of climate change, including natural disasters;

the effects of new or changes in current laws, regulations, credit card association rules or other industry standards on us or our partners and customers, including privacy and cybersecurity laws and regulations;

and other events beyond our control, and other factors presented in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent filings we make with the SEC, including this Form 10-Q, which we advise you to review.

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, those discussed in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in the other information appearing in this report and other filings we make with the SEC, including this Quarterly Report on Form 10-Q, which we advise you to review.

These cautionary statements qualify all of our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements.

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis