Item 1. Financial Statements
ITEM 1—FINANCIAL STATEMENTS
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended
June 30, 2025 June 30, 2024
Revenues $ 1,956,747 $ 1,971,025
Operating expenses:
Cost of service 498,788 504,462
Selling, general and administrative 1,031,020 991,175
Gain on business disposition ( 267 ) —
1,529,541 1,495,637
Operating income 427,206 475,388
Interest and other income 35,517 34,202
Interest and other expense ( 152,243 ) ( 148,208 )
( 116,726 ) ( 114,006 )
Income from continuing operations before income taxes and equity in income of equity method investments 310,480 361,382
Income tax expense 118,346 64,689
Income from continuing operations before equity in income of equity method investments 192,134 296,693
Equity in income of equity method investments, net of tax 19,961 18,279
Income from continuing operations 212,095 314,972
Income from discontinued operations, net of tax 34,003 74,303
Net income 246,098 389,275
Net income attributable to noncontrolling interests ( 4,458 ) ( 14,515 )
Net income attributable to Global Payments $ 241,640 $ 374,760
Basic earnings per share attributable to Global Payments:
Continuing operations $ 0.86 $ 1.18
Discontinued operations 0.13 0.29
Total basic earnings per share attributable to Global Payments $ 0.99 $ 1.47
Diluted earnings per share attributable to Global Payments:
Continuing operations $ 0.86 $ 1.18
Discontinued operations 0.13 0.29
Total diluted earnings per share attributable to Global Payments $ 0.99 $ 1.47
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Six Months Ended
June 30, 2025 June 30, 2024
Revenues $ 3,765,434 $ 3,805,119
Operating expenses:
Cost of service 987,653 1,003,516
Selling, general and administrative 1,974,739 1,966,624
Gain on business dispositions ( 4,260 ) —
2,958,132 2,970,140
Operating income 807,302 834,979
Interest and other income 73,557 69,209
Interest and other expense ( 300,400 ) ( 302,565 )
( 226,843 ) ( 233,356 )
Income from continuing operations before income taxes and equity in income of equity method investments 580,459 601,623
Income tax expense 163,263 71,382
Income from continuing operations before equity in income of equity method investments 417,196 530,241
Equity in income of equity method investments, net of tax 38,210 34,657
Income from continuing operations 455,406 564,898
Income from discontinued operations, net of tax 103,464 147,439
Net income 558,870 712,337
Net income attributable to noncontrolling interests ( 11,496 ) ( 24,270 )
Net income attributable to Global Payments $ 547,374 $ 688,067
Basic earnings per share attributable to Global Payments:
Continuing operations $ 1.82 $ 2.12
Discontinued operations 0.41 0.57
Total basic earnings per share attributable to Global Payments $ 2.23 $ 2.69
Diluted earnings per share attributable to Global Payments:
Continuing operations $ 1.82 $ 2.11
Discontinued operations 0.41 0.57
Total diluted earnings per share attributable to Global Payments $ 2.23 $ 2.68
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Three Months Ended
June 30, 2025 June 30, 2024
Net income $ 246,098 $ 389,275
Other comprehensive income (loss):
Foreign currency translation adjustments 445,406 ( 107,605 )
Income tax benefit (expense) related to foreign currency translation adjustments ( 4,292 ) 893
Net unrealized gains (losses) on hedging activities ( 37,548 ) 8,929
Reclassification of net unrealized losses (gains) on hedging activities to interest expense 841 ( 2,619 )
Income tax benefit (expense) related to hedging activities 8,948 ( 1,532 )
Other, net of tax ( 87 ) —
Other comprehensive income (loss) 413,268 ( 101,934 )
Comprehensive income 659,366 287,341
Comprehensive income attributable to noncontrolling interests 72,052 7,430
Comprehensive income attributable to Global Payments $ 587,314 $ 279,911
Six Months Ended
June 30, 2025 June 30, 2024
Net income $ 558,870 $ 712,337
Other comprehensive income (loss):
Foreign currency translation adjustments 660,470 ( 191,965 )
Income tax benefit (expense) related to foreign currency translation adjustments ( 5,866 ) 3,587
Net unrealized gains (losses) on hedging activities ( 46,919 ) 38,045
Reclassification of net unrealized losses (gains) on hedging activities to interest expense 1,693 ( 5,281 )
Income tax benefit (expense) related to hedging activities 10,961 ( 7,920 )
Other, net of tax ( 87 ) —
Other comprehensive income (loss) 620,252 ( 163,534 )
Comprehensive income 1,179,122 548,803
Comprehensive income (loss) attributable to noncontrolling interests 122,728 ( 5,902 )
Comprehensive income attributable to Global Payments $ 1,056,394 $ 554,705
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 2,611,662 $ 2,356,434
Accounts receivable, net 864,429 782,306
Settlement processing assets 2,077,445 1,599,390
Prepaid expenses and other current assets 405,279 350,274
Assets held for sale 905,442 —
Current assets of discontinued operations 888,730 942,828
Total current assets 7,752,987 6,031,232
Goodwill 16,742,403 16,777,532
Other intangible assets, net 4,380,462 4,527,382
Property and equipment, net 1,414,244 1,400,247
Deferred income taxes 97,479 98,386
Notes receivable 804,480 772,297
Other noncurrent assets 1,862,917 1,845,053
Noncurrent assets of discontinued operations 15,463,538 15,438,126
Total assets $ 48,518,510 $ 46,890,255
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Settlement lines of credit $ 627,900 $ 503,407
Current portion of long-term debt 1,868,295 1,008,750
Accounts payable and accrued liabilities 2,184,784 2,626,159
Settlement processing obligations 2,691,637 1,518,541
Liabilities held for sale 291,914 —
Current liabilities of discontinued operations 518,845 595,857
Total current liabilities 8,183,375 6,252,714
Long-term debt 14,150,983 15,058,675
Deferred income taxes 1,702,310 1,574,232
Other noncurrent liabilities 577,449 543,603
Noncurrent liabilities of discontinued operations 482,804 444,464
Total liabilities 25,096,921 23,873,688
Commitments and contingencies
Redeemable noncontrolling interests 171,831 160,623
Equity:
Preferred stock, no par value; 5,000,000 shares authorized and none issued
— —
Common stock, no par value; 400,000,000 shares authorized at June 30, 2025 and December 31, 2024; 242,475,957 shares issued and outstanding at June 30, 2025 and 248,708,899 shares issued and outstanding at December 31, 2024
— —
Paid-in capital 17,496,438 18,118,942
Retained earnings 5,200,609 4,774,736
Accumulated other comprehensive loss ( 103,972 ) ( 612,992 )
Total Global Payments shareholders’ equity 22,593,075 22,280,686
Nonredeemable noncontrolling interests 656,683 575,258
Total equity 23,249,758 22,855,944
Total liabilities, redeemable noncontrolling interests and equity $ 48,518,510 $ 46,890,255
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30, 2025 June 30, 2024
Cash flows from operating activities:
Net income $ 558,870 $ 712,337
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment 225,105 241,943
Amortization of acquired intangibles 551,074 689,157
Amortization of capitalized contract costs 66,966 68,019
Share-based compensation expense 79,550 83,362
Provision for operating losses and credit losses 41,880 41,026
Noncash lease expense 25,163 29,741
Deferred income taxes 95,584 ( 184,963 )
Paid-in-kind interest capitalized to principal of notes receivable ( 38,961 ) ( 35,868 )
Equity in income of equity method investments, net of tax ( 38,299 ) ( 34,748 )
Distributions received on investments 7,512 —
Impairment of goodwill 33,225 —
Gain on business disposition ( 4,260 ) —
Other, net 19,614 23,023
Changes in operating assets and liabilities, net of the effects of business combinations:
Accounts receivable ( 102,565 ) ( 29,658 )
Prepaid expenses and other assets ( 124,058 ) ( 160,058 )
Accounts payable and other liabilities ( 23,751 ) ( 104,899 )
Net cash provided by operating activities 1,372,649 1,338,414
Cash flows from investing activities:
Business combinations and other acquisitions, net of cash and restricted cash acquired ( 205,825 ) ( 372,662 )
Capital expenditures ( 279,747 ) ( 324,657 )
Principal payment received on notes receivable 8,750 —
Other, net — 6
Net cash used in investing activities ( 476,822 ) ( 697,313 )
Cash flows from financing activities:
Changes in funds held for customers ( 118,967 ) ( 127,497 )
Changes in settlement processing assets and obligations, net 630,244 ( 57,718 )
Net borrowings from settlement lines of credit 87,551 55,351
Net borrowings (repayments) from commercial paper notes 797,732 ( 936,539 )
Proceeds from long-term debt 2,755,112 6,288,994
Repayments of long-term debt ( 3,769,614 ) ( 4,430,074 )
Payments of debt issuance costs ( 40,512 ) ( 33,056 )
Repurchases of common stock ( 691,089 ) ( 900,047 )
Proceeds from stock issued under share-based compensation plans 16,244 25,137
Common stock repurchased - share-based compensation plans ( 37,372 ) ( 43,279 )
Distributions to noncontrolling interests ( 30,095 ) ( 10,881 )
Proceeds and contributions from noncontrolling interests — 2,116
Payment of deferred and contingent consideration in business combination — ( 6,390 )
Purchase of capped calls related to issuance of convertible notes — ( 256,250 )
Dividends paid ( 121,501 ) ( 127,042 )
Net cash used in financing activities ( 522,267 ) ( 557,175 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 230,353 ( 53,652 )
Increase in cash, cash equivalents and restricted cash 603,913 30,274
Cash, cash equivalents and restricted cash, beginning of the period 2,735,975 2,256,875
Cash, cash equivalents and restricted cash, end of the period $ 3,339,888 $ 2,287,149
See Notes to Unaudited Consolidated Financial Statements.
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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 March 31, 2025 245,362 $ 17,678,643 $ 5,019,346 $ ( 449,646 ) $ 22,248,343 $ 609,439 $ 22,857,782 $ 166,791
Net income (loss) 241,640 241,640 13,864 255,504 ( 9,406 )
Other comprehensive income 345,674 345,674 53,148 398,822 14,446
Stock issued under share-based compensation plans 164 9,905 9,905 9,905
Common stock repurchased - share-based compensation plans ( 7 ) ( 560 ) ( 560 ) ( 560 )
Share-based compensation expense 39,810 39,810 39,810
Repurchases of common stock ( 3,043 ) ( 231,360 ) ( 231,360 ) ( 231,360 )
Distributions to noncontrolling interests — ( 19,768 ) ( 19,768 )
Cash dividends declared ($ 0.25 per common share)
( 60,377 ) ( 60,377 ) ( 60,377 )
Balance at June 30, 2025 242,476 $ 17,496,438 $ 5,200,609 $ ( 103,972 ) $ 22,593,075 $ 656,683 $ 23,249,758 $ 171,831
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 March 31, 2024 255,131 $ 18,806,396 $ 3,706,873 $ ( 297,438 ) $ 22,215,831 $ 627,245 $ 22,843,076 $ 143,069
Net income 374,760 374,760 12,743 387,503 1,772
Other comprehensive income (loss) ( 94,849 ) ( 94,849 ) ( 7,617 ) ( 102,466 ) 532
Stock issued under share-based compensation plans 145 14,106 14,106 14,106
Common stock repurchased - share-based compensation plans ( 12 ) ( 1,381 ) ( 1,381 ) ( 1,381 )
Share-based compensation expense 43,245 43,245 43,245
Repurchases of common stock ( 911 ) ( 100,872 ) ( 100,872 ) ( 100,872 )
Distributions to noncontrolling interests — ( 6,133 ) ( 6,133 )
Contributions from noncontrolling interests — — 2,027
Cash dividends declared ($ 0.25 per common share)
( 63,426 ) ( 63,426 ) ( 63,426 )
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
See Notes to Unaudited Consolidated Financial Statements.
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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, 2024 248,709 $ 18,118,942 $ 4,774,736 $ ( 612,992 ) $ 22,280,686 $ 575,258 $ 22,855,944 $ 160,623
Net income (loss) 547,374 547,374 22,088 569,462 ( 10,592 )
Other comprehensive income 509,020 509,020 89,432 598,452 21,800
Stock issued under share-based compensation plans 1,394 16,245 16,245 16,245
Common stock repurchased - share-based compensation plans ( 365 ) ( 37,902 ) ( 37,902 ) ( 37,902 )
Share-based compensation expense 79,550 79,550 79,550
Repurchases of common stock ( 7,262 ) ( 680,397 ) ( 680,397 ) ( 680,397 )
Distributions to noncontrolling interests — ( 30,095 ) ( 30,095 )
Cash dividends declared ($ 0.50 per common share)
( 121,501 ) ( 121,501 ) ( 121,501 )
Balance at June 30, 2025 242,476 $ 17,496,438 $ 5,200,609 $ ( 103,972 ) $ 22,593,075 $ 656,683 $ 23,249,758 $ 171,831
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 688,067 688,067 20,436 708,503 3,834
Other comprehensive loss ( 133,362 ) ( 133,362 ) ( 22,618 ) ( 155,980 ) ( 7,554 )
Stock issued under share-based compensation plans 1,277 25,137 25,137 25,137
Common stock repurchased - share-based compensation plans ( 334 ) ( 44,044 ) ( 44,044 ) ( 44,044 )
Share-based compensation expense 83,362 83,362 83,362
Repurchases of common stock ( 6,973 ) ( 909,237 ) ( 909,237 ) ( 909,237 )
Distributions to noncontrolling interests — ( 10,881 ) ( 10,881 )
Contributions from noncontrolling interests — 89 89 2,027
Reclassification of redeemable noncontrolling interest to nonredeemable noncontrolling interest — 358,872 358,872 ( 358,872 )
Purchase of capped calls related to issuance of convertible notes, net of taxes of $ 61,573
( 194,677 ) ( 194,677 ) ( 194,677 )
Cash dividends declared ($ 0.50 per common share)
( 127,042 ) ( 127,042 ) ( 127,042 )
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
See Notes to Unaudited Consolidated Financial Statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1— BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business, consolidation and presentation - We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world. Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.
On April 17, 2025, we entered into definitive agreements to acquire 100 % of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS. Worldpay is an industry leading payments technology and solutions company. Total estimated consideration expected to be paid to GTCR for its ownership interest in Worldpay consists of (1) approximately $ 6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock. Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $ 7.5 billion in cash and (2) FIS’ ownership interest in Worldpay. The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously and the transactions are expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions. Both transactions are subject to customary working capital and other adjustments. We will provide certain transition services to support the Issuer Solutions business upon divestiture.
The Company analyzed quantitative and qualitative factors relevant to the Issuer Solutions disposal group and determined that the accounting criteria to be classified as held for sale were met during the second quarter of 2025. In addition, the planned disposition represents a strategic shift that will have a major impact on the Company's operations and financial results. As a result, the operating results of the Issuer Solutions business have been reflected as discontinued operations for all periods presented. The assets and liabilities of the disposal group are presented separately on the consolidated balance sheets for all periods presented. Our consolidated statements of cash flows includes cash flows from discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the consolidated financial statements reflect only our continuing operations. Prior period information has been conformed to the current period presentation. Our Issuer Solutions business was historically presented as a reportable segment. For additional information related to the divestiture of Issuer Solutions, see "Note 2—Business Dispositions and Discontinued Operations."
These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. Investments in entities that we do not control are accounted for using the equity or cost method, based on whether or not we have the ability to exercise significant influence over operating and financial policies. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (adjusted for the effect of discontinued operations presentation) but does not include all disclosures required by GAAP for annual financial statements.
In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. 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.
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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 periods. Actual results could differ materially from those estimates. 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.
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 $ 185.2 million for the six months ended June 30, 2024.
SEC rule changes - On March 27, 2025, the SEC withdrew its litigation defense of its climate risk disclosure rules requiring disclosure of certain climate-related information and greenhouse gas emissions following a February 2025 stay of the implementation of the rules. It is uncertain whether the SEC will issue revised climate disclosure rules in future periods.
Recently issued accounting pronouncements not yet adopted
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): Improvement to Income Tax Disclosures," which is intended to enhance the transparency and decision usefulness of income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for annual periods beginning with our 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.
There were no accounting pronouncements adopted by the Company during the three and six months ended June 30, 2025.
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NOTE 2— BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS
Discontinued Operations
As described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies," our Issuer Solutions business met the criteria to be classified as a held for sale disposal group and a discontinued operation in the second quarter of 2025.
The following table presents the major classes of line items constituting income from discontinued operations, net of tax, in our consolidated statements of income for the three and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Revenues $ 639,885 $ 613,508 $ 1,260,614 $ 1,216,243
Operating expenses:
Cost of service 301,191 443,921 745,999 878,122
Selling, general and administrative 85,557 72,352 170,690 148,225
Impairment of goodwill 33,225 — 33,225 —
419,973 516,273 949,914 1,026,347
Operating income 219,912 97,235 310,700 189,896
Interest and other income 1,079 1,104 2,428 2,025
Interest and other expense ( 6,471 ) ( 10,949 ) ( 15,424 ) ( 18,739 )
( 5,392 ) ( 9,845 ) ( 12,996 ) ( 16,714 )
Income from discontinued operations before income taxes and equity in income of equity method investments 214,520 87,390 297,704 173,182
Income tax expense 180,568 13,145 194,329 25,834
Income from discontinued operations before equity in income of equity method investments 33,952 74,245 103,375 147,348
Equity in income of equity method investments 51 58 89 91
Income from discontinued operations, net of tax 34,003 74,303 103,464 147,439
Income from discontinued operations attributable to noncontrolling interests ( 1,148 ) ( 864 ) ( 1,956 ) ( 1,519 )
Income from discontinued operations attributable to Global Payments $ 32,855 $ 73,439 $ 101,508 $ 145,920
In connection with the classification of our Issuer Solutions business as assets held for sale, we recognized a goodwill impairment charge of $ 33.2 million on the basis of a quantitative assessment and comparison of the fair value of the disposal group to its carrying amount. The estimated fair value used in the goodwill impairment assessment was considered a nonrecurring Level 3 measurement of the valuation hierarchy. The goodwill impairment charge is presented within income from discontinued operations, net of tax in our consolidated statements of income for the three and six months ended June 30, 2025.
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The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations as of June 30, 2025 and December 31, 2024:
June 30, 2025 December 31, 2024
Cash and cash equivalents $ 182,236 $ 181,982
Accounts receivable, net 339,443 299,434
Prepaid expenses and other current assets 367,051 461,412
Current assets of discontinued operations 888,730 942,828
Goodwill 9,505,486 9,508,786
Other intangible assets, net 4,260,730 4,404,561
Property and equipment, net 1,047,813 882,784
Other noncurrent assets 649,509 641,995
Noncurrent assets of discontinued operations 15,463,538 15,438,126
Accounts payable and accrued liabilities 518,845 595,857
Current liabilities of discontinued operations 518,845 595,857
Deferred income taxes 243,862 258,764
Other noncurrent liabilities 238,942 185,700
Noncurrent liabilities of discontinued operations 482,804 444,464
Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the six months ended June 30, 2025 and 2024. The following table presents selected items affecting the statements of cash flows:
Six Months Ended
June 30, 2025 June 30, 2024
Depreciation and amortization of property and equipment $ 34,448 $ 61,706
Amortization of acquired intangibles 156,824 267,427
Goodwill impairment 33,225 —
Capital expenditures 112,353 83,353
During the six months ended June 30, 2025, Issuer Solutions entered into an agreement to acquire software and related services, of which $ 37.5 million was financed utilizing a two-year vendor financing arrangement. In addition, during the six months ended June 30, 2025, Issuer Solutions recognized approximately $ 121.8 million of deferred income tax expense associated with our investment in subsidiaries of the disposal group expected to be divested in the transaction.
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Heartland Payroll Solutions, Inc.
In May 2025, we entered into a definitive agreement to divest Heartland Payroll Solutions, Inc. ("Payroll Solutions"), our payroll business included in our Merchant Solutions segment, to Acrisure, LLC ("Acrisure") for approximately $ 1.1 billion, subject to certain closing adjustments, including up to $ 75 million of contingent consideration upon the purchaser achieving certain specified returns. In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure in which we will continue delivering fully integrated human capital management and payroll offerings to our merchant customers as part of our suite of commerce enablement solutions. The transaction is expected to close in the second half of 2025, subject to regulatory approvals and other customary closing conditions, and result in a gain on sale of business.
Payroll Solutions met the criteria to be classified as a held for sale disposal group in the second quarter of 2025 and all assets of and liabilities of the have been reflected as assets held for sale and liabilities held for sale within our consolidated balance sheet of June 30, 2025. Assets presented as held for sale in the consolidated balance sheet as of June 30, 2025 include goodwill of $ 479.6 million, cash of $ 255.3 million and other assets of $ 170.5 million. Liabilities presented as held for sale in the consolidated balance sheet as of June 30, 2025 are principally accounts payable and accrued liabilities.
AdvancedMD, Inc.
In December 2024, we completed the sale of AdvancedMD, Inc. ("AdvancedMD") for approximately $ 1.1 billion, subject to certain closing adjustments, including up to $ 125 million of contingent consideration 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 $ 4.3 million during the six months ended June 30, 2025.
NOTE 3— REVENUES
The following tables present a disaggregation of our revenues from contracts with customers by geography for the three and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands)
Americas $ 1,573,282 $ 1,611,276 $ 3,056,375 $ 3,134,007
Europe 316,885 297,944 578,020 548,995
Asia Pacific 66,580 61,805 131,039 122,117
$ 1,956,747 $ 1,971,025 $ 3,765,434 $ 3,805,119
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 service lines: 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.
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The following table presents a disaggregation of our revenues by service line for the three and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands)
Point-of-Sale and Software Solutions $ 348,392 $ 390,584 $ 696,532 $ 769,768
Integrated and Embedded Solutions 854,958 798,602 1,658,501 1,556,225
Core Payments Solutions 753,397 781,839 1,410,401 1,479,126
$ 1,956,747 $ 1,971,025 $ 3,765,434 $ 3,805,119
ASC Topic 606, Revenues from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and six months ended June 30, 2025 and 2024, substantially all of our revenues were recognized over time.
Supplemental balance sheet information related to contracts from customers as of June 30, 2025 and December 31, 2024 was as follows:
Balance Sheet Location June 30, 2025 December 31, 2024
(in thousands)
Assets:
Capitalized costs to obtain customer contracts, net
Other noncurrent assets $ 348,643 $ 338,015
Capitalized costs to fulfill customer contracts, net
Other noncurrent assets 36,816 34,749
Liabilities:
Contract liabilities, net (current) Accounts payable and accrued liabilities 175,695 197,564
Contract liabilities, net (noncurrent) Other noncurrent liabilities 22,388 20,414
Net contract assets were not material at June 30, 2025 or December 31, 2024. Revenue recognized for the three months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 73.0 million and $ 69.6 million, respectively. Revenue recognized for the six months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 142.9 million and $ 124.7 million, respectively.
ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at June 30, 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):
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Year Ending December 31,
2025 $ 183,711
2026 244,182
2027 170,583
2028 94,810
2029 57,642
2030 20,721
2031 and thereafter 2,668
Total $ 774,317
NOTE 4— GOODWILL AND OTHER INTANGIBLE ASSETS
As of June 30, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:
June 30, 2025 December 31, 2024
(in thousands)
Goodwill $ 16,742,403 $ 16,777,532
Other intangible assets:
Customer-related intangible assets $ 5,284,094 $ 5,115,719
Acquired technologies 1,948,770 1,935,461
Contract-based intangible assets 2,285,174 2,186,714
Trademarks and trade names 469,169 468,155
9,987,207 9,706,049
Less accumulated amortization:
Customer-related intangible assets 3,124,560 2,885,615
Acquired technologies 1,554,366 1,472,833
Contract-based intangible assets 506,674 407,453
Trademarks and trade names 421,145 412,766
5,606,745 5,178,667
$ 4,380,462 $ 4,527,382
The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2025:
Merchant Solutions
(in thousands)
Balance at December 31, 2024 $ 16,777,532
Goodwill acquired 81,757
Effect of foreign currency translation 359,221
Measurement period adjustments 3,470
Reclassification of goodwill to assets held for sale (1)
( 479,577 )
Balance at June 30, 2025 $ 16,742,403
(1) Reflects the reclassification of goodwill in connection with the presentation of our Payroll Solutions business as held for sale. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
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NOTE 5— LONG-TERM DEBT AND LINES OF CREDIT
As of June 30, 2025 and December 31, 2024, long-term debt consisted of the following:
June 30, 2025 December 31, 2024
(in thousands)
2.650 % senior notes due February 15, 2025
$ — $ 999,791
1.200 % senior notes due March 1, 2026
1,098,722 1,097,764
4.800 % senior notes due April 1, 2026
758,475 764,125
2.150 % senior notes due January 15, 2027
748,072 747,447
4.950 % senior notes due August 15, 2027
497,915 497,425
4.450 % senior notes due June 1, 2028
462,816 465,012
3.200 % senior notes due August 15, 2029
1,243,503 1,242,715
5.300 % senior notes due August 15, 2029
497,112 496,762
2.900 % senior notes due May 15, 2030
994,293 993,708
2.900 % senior notes due November 15, 2031
744,653 744,233
5.400 % senior notes due August 15, 2032
744,142 743,730
4.150 % senior notes due August 15, 2049
741,393 741,215
5.950 % senior notes due August 15, 2052
739,174 738,975
4.875 % senior notes due March 17, 2031
935,310 820,952
1.000 % convertible notes due August 15, 2029
1,465,895 1,461,761
1.500 % convertible notes due March 1, 2031
1,972,992 1,970,577
Revolving credit facility 1,530,000 1,500,000
Commercial paper notes 798,139 —
Finance lease liabilities 17,618 10,921
Other borrowings 29,054 30,312
Total long-term debt 16,019,278 16,067,425
Less current portion 1,868,295 1,008,750
Long-term debt, excluding current portion $ 14,150,983 $ 15,058,675
The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At June 30, 2025, the unamortized discount on senior notes and convertible notes was $ 35.1 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 84.8 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 in our consolidated balance sheets. At June 30, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $ 23.1 million and $ 13.4 million, respectively.
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At June 30, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
Year Ending December 31,
2025 $ 1,503
2026 1,861,146
2027 2,050,601
2028 463,142
2029 3,250,130
2030 2,530,671
2031 and thereafter 5,943,054
Total $ 16,100,247
Convertible Notes
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 that were issued in 2024 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 sheets. 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.
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 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 six months ended June 30, 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 that 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 sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur.
Revolving Credit Facility
On May 15, 2025, we entered into a credit agreement with a syndicate of financial institutions as lenders and agents. The credit agreement provides for an unsubordinated unsecured $ 7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $ 5.75 billion of commitments were made available on May 15, 2025 and (b) an additional $ 1.5 billion of commitments will be made available upon the closing of the proposed acquisition of Worldpay described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies." Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $ 7.5 billion. The Revolving Credit Facility matures in May 2030 and provides
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for up to two one-year maturity extensions. Borrowings under the Revolving Credit Facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions. We capitalized debt issuance costs of $ 12.9 million during the three and six months ended June 30, 2025 in connection with the issuances under the Revolving Credit Facility; the amount is presented in other noncurrent assets in our consolidated balance sheet.
The Revolving Credit Facility replaced our previous unsubordinated unsecured $ 5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027. In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement. The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility will be available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option. Borrowings under the Revolving Credit Facility will bear interest, at our option, at a rate equal to (i) for secured overnight financing rate based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00 % floor) or an alternative currency term rate (subject to a 0.00 % floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00 % floor) or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00 % floor), in each case, plus an applicable margin. The applicable margin for borrowings other than base rate borrowings will range from 1.000 % to 1.750 % depending on our credit rating and is initially 1.375 %.
We may issue standby letters of credit of up to $ 500 million in the aggregate under the Revolving Credit Facility. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. The amounts available to borrow under the Revolving Credit Facility are also determined by a financial leverage covenant. As of June 30, 2025, there were borrowings of $ 1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.7 %, and the total available commitments under the Revolving Credit Facility were $ 2.9 billion.
Committed Bridge Financing
On April 17, 2025, in connection with our entry into the definitive agreement to acquire Worldpay, we obtained $ 7.7 billion in committed bridge financing, which was subsequently reduced to $ 6.2 billion on May 15, 2025 in connection with the entry into the Revolving Credit Facility. We capitalized debt issuance costs of $ 28.5 million during the three and six months ended June 30, 2025 in connection with the establishment of the committed bridge financing; the unamortized amount is presented in prepaid expenses and other current assets in our consolidated balance sheet.
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. Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.
As of June 30, 2025, we had net borrowings under our commercial paper program of $ 798.1 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 June 30, 2025, our senior notes had a total carrying amount of $ 10.2 billion and an estimated fair value of $ 9.8 billion. As of June 30, 2025, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an
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estimated fair value of $ 1.8 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 June 30, 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 $ 1.4 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 June 30, 2025.
Compliance with Covenants
The convertible notes include customary covenants and events of default for convertible notes of this type. The Revolving Credit Facility 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. As of June 30, 2025, the required leverage ratio was 3.75 to 1.00. We were in compliance with all applicable covenants as of June 30, 2025.
Interest Expense
Interest expense was $ 151.1 million and $ 151.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 295.5 million and $ 308.7 million for the six months ended June 30, 2025 and 2024, respectively.
NOTE 6— DERIVATIVES AND HEDGING INSTRUMENTS
Net Investment Hedge
We have designated our aggregate € 800 million Euro-denominated 4.875 % senior notes due March 2031 as a hedge of our net investment in our Euro-denominated operations. 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 (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 gain (loss) on the net investment hedge of $( 81.3 ) million and $ 6.1 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended June 30, 2025 and 2024, respectively, and $( 90.7 ) million and $( 0.9 ) million during the six months ended June 30, 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. 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 (loss). 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 fair value hierarchy.
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The table below presents information about our interest rate swaps, designated as cash flow hedges, included in our consolidated balance sheets:
Fair Values
Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at
June 30, 2025 Range of Maturity Dates at June 30, 2025 June 30, 2025 December 31, 2024
(in thousands)
Interest rate swaps (Notional of $ 1.5 billion at June 30, 2025 and December 31, 2024)
Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 20,844 $ 7,768
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 and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands)
Net unrealized gains (losses) recognized in other comprehensive income (loss) $ ( 3,204 ) $ 8,929 $ ( 12,575 ) $ 38,045
Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense $ ( 841 ) $ 2,619 $ ( 1,693 ) $ 5,281
As of June 30, 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 $ 10.7 million.
Treasury Locks
In June 2025, we entered into $ 1.5 billion in notional treasury lock derivative instruments to hedge interest rate risk in anticipation of our future issuance of fixed rate notes. Each of these treasury locks was designated as a cash flow hedge of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value are recognized as a component of other comprehensive income (loss). The fair value of the treasury locks is 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 fair value hierarchy.
The table below presents information about the treasury locks included in our consolidated balance sheets:
Fair Value
Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at
June 30, 2025 Maturity Date at June 30, 2025 June 30, 2025
(in thousands)
Treasury locks (Notional of $ 1.5 billion at June 30, 2025)
Other noncurrent liabilities 4.53 % March 31, 2026 $ 34,344
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The table below presents the effects of our treasury locks on our consolidated statements of comprehensive income:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2025
(in thousands)
Net unrealized losses recognized in other comprehensive income (loss) $ ( 34,344 ) $ ( 34,344 )
NOTE 7— INCOME TAX
For the three and six months ended June 30, 2025, our effective income tax rates of 38.1 % and 28.1 %, respectively, differed from the U.S. statutory rate primarily as a result of deferred tax expense associated with legal entity restructuring in connection with the sale of our Issuer Solutions business, net of tax benefits from tax credits and foreign interest income not subject to tax.
For the three and six months ended June 30, 2024, our effective income tax rates of 17.9 % and 11.9 %, respectively, differed favorably from the U.S. statutory rate primarily as a result of tax credits and foreign interest income not subject to tax. Our effective income tax rate for the six months ended June 30, 2024 also included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.
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.
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 June 30, 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. Under the respective shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under certain circumstances for our subsidiary in Greece, at a price determined by calculations stipulated in the shareholder agreement. The options have no expiration date.
Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheets. The redeemable noncontrolling interest for each subsidiary is reflected at the higher of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price.
The option held by the minority shareholder in Greece, which is redeemable at a price other than fair value, is considered probable of becoming redeemable on December 8, 2025. 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. Redemption price adjustments recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $( 9.3 ) million and $ 3.0 million for the three months ended June 30, 2025 and 2024, respectively, and $( 10.6 ) million and $ 4.5 million for the six months ended June 30, 2025 and 2024, respectively.
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 our consolidated balance sheet as of January 1, 2024.
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NOTE 9— SHAREHOLDERS’ EQUITY
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 June 30, 2025 and 2024, we repurchased and retired 3,043,484 and 910,980 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 231.4 million and $ 100.9 million, or $ 76.02 and $ 110.73 per share, respectively. During the six months ended June 30, 2025 and 2024, we repurchased and retired 7,261,834 and 6,972,979 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 680.4 million and $ 909.2 million, or $ 93.70 and $ 130.39 per share, respectively. The share repurchase activity for the six months ended June 30, 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 six months ended June 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $ 130.80 per share. As of June 30, 2025, the remaining amount available under our share repurchase program was $ 1,176.5 million.
On July 30, 2025, our board of directors declared a dividend of $ 0.25 per share payable on September 26, 2025 to common shareholders of record as of September 12, 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 Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands)
Share-based compensation expense from continuing operations $ 33,312 $ 37,085 $ 63,600 $ 70,444
Share-based compensation expense from discontinued operations 6,498 6,160 15,950 12,918
Total share-based compensation expense $ 39,810 $ 43,245 $ 79,550 $ 83,362
Total income tax benefit $ 12,269 $ 6,968 $ 18,534 $ 16,334
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The following discussion of our share-based compensation awards includes awards related to continuing and discontinued operations.
Share-Based Awards
The following table summarizes the changes in unvested restricted stock and performance awards for the six months ended June 30, 2025:
Shares Weighted-Average
Grant-Date
Fair Value
(in thousands)
Unvested at December 31, 2024 2,252 $ 126.07
Granted 1,582 103.72
Vested ( 1,074 ) 126.73
Forfeited ( 143 ) 112.09
Unvested at June 30, 2025 2,617 $ 112.38
The total fair value of restricted stock and performance awards vested during the six months ended June 30, 2025 and 2024 was $ 136.1 million and $ 137.5 million, respectively.
For restricted stock and performance awards, we recognized compensation expens e of $ 36.8 million and $ 40.6 million during the three months ended June 30, 2025 and 2024, respectively, and $ 72.7 million and $ 76.2 million during the six months ended June 30, 2025 and 2024 , respectively. As of June 30, 2025, there was $ 204.3 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.
Stock Options
The following table summarizes stock option activity for the six months ended June 30, 2025:
Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
(in thousands) (years) (in millions)
Outstanding at December 31, 2024 778 $ 112.91 5.5 $ 9.0
Granted 236 102.25
Forfeited ( 20 ) 113.89
Exercised ( 38 ) 57.31
Outstanding at June 30, 2025 956 $ 112.44 6.2 $ 1.1
Options vested and exercisable at June 30, 2025 597 $ 114.28 4.4 $ 1.0
We recognized compensation expense for stock options of $ 1.9 million and $ 1.3 million during the three months ended June 30, 2025 and 2024, respectively, and $ 4.4 million and $ 4.2 million during the six months ended June 30, 2025 and 2024, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $ 1.2 million and $ 14.6 million, respectively. As of June 30, 2025, we had $ 12.3 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.9 years.
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The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $ 43.20 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:
Six Months Ended
June 30, 2025 June 30, 2024
Risk-free interest rate 4.01 % 4.16 %
Expected volatility 46 % 45 %
Dividend yield 0.88 % 0.90 %
Expected term in years 5 5
The risk-free interest rate was based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility was based on our historical volatility. The dividend yield assumption was determined using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options.
NOTE 11— EARNINGS PER SHARE
Basic earnings per share ("EPS") was computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders is the same as reported net income attributable to Global Payments for all periods presented.
Diluted EPS is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS. All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS. The dilutive share base for the three and six months ended June 30, 2025 excluded approximately 0.9 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 and six months ended June 30, 2024 excluded approximately 0.7 million shares related to stock options that would have an antidilutive effect on the computation of diluted 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 six months ended June 30, 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.
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The following table sets forth the computations of basic and diluted EPS for continuing and discontinued operations for the three and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands, except per share data)
Income from continuing operations attributable to Global Payments $ 208,785 $ 301,321 $ 445,866 $ 542,147
Income from discontinued operations attributable to Global Payments 32,855 73,439 101,508 145,920
Net income attributable to Global Payments $ 241,640 $ 374,760 $ 547,374 $ 688,067
Basic weighted-average number of shares outstanding 243,443 254,748 245,087 255,837
Plus: Dilutive effect of stock options and other share-based awards 134 418 272 540
Diluted weighted-average number of shares outstanding 243,577 255,166 245,359 256,377
Basic earnings per share attributable to Global Payments:
Continuing operations $ 0.86 $ 1.18 $ 1.82 $ 2.12
Discontinued operations 0.13 0.29 0.41 0.57
Total basic earnings per share attributable to Global Payments $ 0.99 $ 1.47 $ 2.23 $ 2.69
Diluted earnings per share attributable to Global Payments:
Continuing operations $ 0.86 $ 1.18 $ 1.82 $ 2.11
Discontinued operations 0.13 0.29 0.41 0.57
Total diluted earnings per share attributable to Global Payments $ 0.99 $ 1.47 $ 2.23 $ 2.68
NOTE 12— SUPPLEMENTAL BALANCE SHEET INFORMATION
Cash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand and all liquid investments with a maturity of three months or less when purchased. We regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S. As of June 30, 2025, approximately 75 % of our cash and cash equivalents (inclusive of discontinued operations and held for sale) was held within a small group of financial institutions, primarily large money center banks. Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so. We have not experienced any losses associated with our balances in such accounts for the three and six months ended June 30, 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 our consolidated balance sheets with a corresponding liability in accounts payable and accrued liabilities.
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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:
June 30, 2025 December 31, 2024
(in thousands)
Cash and cash equivalents of continuing operations
$ 2,611,662 $ 2,356,434
Restricted cash of continuing operations
6,853 6,197
Cash included in assets held for sale 255,339 —
Cash, cash equivalents and restricted cash of discontinued operations 466,034 373,344
Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 3,339,888 $ 2,735,975
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 %.
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 $ 24.2 million and $ 47.7 million on the notes during the three and six months ended June 30, 2025, respectively, and $ 22.1 million and $ 43.6 million during the three and six months ended June 30, 2024, respectively, as a component of interest and other income in our consolidated statements of income.
As of June 30, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 841.0 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 $ 842.8 million an d $ 809.3 million as of June 30, 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.
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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 six months ended June 30, 2025 and 2024:
Foreign Currency Translation Gains (Losses) Net Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss
(in thousands)
Balance at March 31, 2025 $ ( 419,337 ) $ ( 27,924 ) $ ( 2,385 ) $ ( 449,646 )
Other comprehensive income (loss) 373,520 ( 27,759 ) ( 87 ) 345,674
Balance at June 30, 2025 $ ( 45,817 ) $ ( 55,683 ) $ ( 2,472 ) $ ( 103,972 )
Balance at March 31, 2024 $ ( 274,119 ) $ ( 20,793 ) $ ( 2,526 ) $ ( 297,438 )
Other comprehensive income (loss) ( 99,627 ) 4,778 — ( 94,849 )
Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 67.6 million and $( 7.1 ) million for the three months ended June 30, 2025 and 2024, respectively.
Foreign Currency Translation Gains (Losses) Net Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss
(in thousands)
Balance at December 31, 2024 $ ( 589,189 ) $ ( 21,418 ) $ ( 2,385 ) $ ( 612,992 )
Other comprehensive income (loss) 543,372 ( 34,265 ) ( 87 ) 509,020
Balance at June 30, 2025 $ ( 45,817 ) $ ( 55,683 ) $ ( 2,472 ) $ ( 103,972 )
Balance at December 31, 2023 $ ( 215,540 ) $ ( 40,859 ) $ ( 2,526 ) $ ( 258,925 )
Other comprehensive income (loss) ( 158,206 ) 24,844 — ( 133,362 )
Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 111.2 million and $( 30.2 ) million for the six months ended June 30, 2025 and 2024, respectively.
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NOTE 14— SEGMENT INFORMATION
Beginning in the second quarter of 2025, we report the results of our Issuer Solutions business as discontinued operations and therefore, no longer present Issuer Solutions as a reportable segment. Segment information presented below is based on our Merchant Solutions reportable segment. See "Note 2—Business Dispositions and Discontinued Operations" for further discussion regarding the divestiture of our Issuer Solutions business.
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 our operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Corporate. 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. The CODM does not evaluate the performance of or allocate resources to our operating segment using asset data. The accounting policies of the reportable operating segment 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 our Merchant Solutions segment, including significant segment expenses, and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three and six months ended June 30, 2025 and 2024:
Three Months Ended Six Months Ended
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
(in thousands)
Revenues (1)
$ 1,956,747 $ 1,971,025 $ 3,765,434 $ 3,805,119
Operating expenses (1) :
Merchant Solutions:
Cost of service $ 498,788 $ 504,462 $ 987,653 $ 1,003,516
Selling, general and administrative 741,028 794,038 1,446,748 1,548,641
Total Merchant Solutions expenses 1,239,816 1,298,500 2,434,401 2,552,157
Corporate 289,992 197,137 527,991 417,983
Operating income (loss) (1) :
Merchant Solutions $ 716,931 $ 672,525 $ 1,331,033 $ 1,252,962
Corporate ( 289,992 ) ( 197,137 ) ( 527,991 ) ( 417,983 )
Gain on business disposition 267 — 4,260 —
Consolidated operating income $ 427,206 $ 475,388 $ 807,302 $ 834,979
Depreciation and amortization (1) :
Merchant Solutions $ 287,403 $ 299,218 $ 568,170 $ 591,551
Corporate 9,053 5,784 16,737 10,416
Consolidated depreciation and amortization $ 296,456 $ 305,002 $ 584,907 $ 601,967
(1) Revenues, operating expenses, operating income and depreciation and amortization reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
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Operating income and operating expenses included acquisition and transformation expenses of $ 133.7 million and $ 53.6 million for the three months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses. During the six months ended June 30, 2025 and 2024, operating income included acquisition and transformation expenses of $ 228.3 million and $ 131.4 million, respectively, which were primarily included within Corporate selling, general and administrative expenses.
NOTE 15— COMMITMENTS AND CONTINGENCIES
Legal Matters
We are party to a number of claims and lawsuits incidental to our business. 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.
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