Global Payments

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
    
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to     
 
Commission File No. 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter) 
Georgia
 
58-2567903
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3550 Lenox Road, Atlanta, Georgia
30326
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:     770-829-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
 
Name of each exchange on which registered
Common Stock, No Par Value
GPN
 
New York Stock Exchange
4.875% Senior Notes due 2031
GPN31A
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒  No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒        Accelerated filer ☐
Non-accelerated filer ☐        Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $24,442,073,119. The number of shares of the registrant's common stock
outstanding at February 6, 2025 was 247,616,186 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Specifically identified portions of the registrant's proxy statement for the 2025 annual meeting of shareholders are incorporated by reference in Part III.

GLOBAL PAYMENTS INC.
2024 ANNUAL REPORT ON FORM 10-K
 
 
Page
PART I
ITEM 1.
BUSINESS
5
ITEM 1A.
RISK FACTORS
17
ITEM 1B.
UNRESOLVED STAFF COMMENTS
33
ITEM 1C.
CYBERSECURITY
33
ITEM 2.
PROPERTIES
36
ITEM 3.
LEGAL PROCEEDINGS
36
ITEM 4.
MINE SAFETY DISCLOSURES
36
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
36
ITEM 6.
RESERVED
38
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
38
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
56
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
58
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
118
ITEM 9A.
CONTROLS AND PROCEDURES
118
ITEM 9B.
OTHER INFORMATION
119
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
119
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
120
ITEM 11.
EXECUTIVE COMPENSATION
120
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
120
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
120
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
120
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
121
ITEM 16.
FORM 10-K SUMMARY
125
SIGNATURES
126

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements we use in this report, and in some of the documents we incorporate by reference in this report, contain forward-looking statements concerning our
business operations, economic performance and financial condition, including, but not limited to, statements we make regarding our business strategy and means to implement
the strategy; measures of future results of operations, such as revenues, expenses, operating margins, income tax rates and earnings per share; other operating metrics such as
shares outstanding and capital expenditures, liquidity, deleveraging plans and capital available for allocation; statements we make regarding guidance and projected financial
results for the year 2025; the effects of general economic conditions on our business; statements about the benefits of our acquisitions or dispositions, 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
regarding our success and timing in developing and introducing new services and expanding our business; 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. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of
assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control, cannot be
foreseen and reflect future business decisions. Accordingly, we cannot guarantee that our plans and expectations will be achieved. 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. 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 this Annual Report on Form 10-K, as well as in the
other information appearing in this report and other filings we make with the United States Securities and Exchange Commissions ("SEC"), 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. Our
forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. While
we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to
our forward-looking statements, except as required by law.
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PART I
ITEM 1 - BUSINESS
Global Payments Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires
otherwise.
Introduction
We are a leading payments technology company delivering innovative software and services to our customers globally, with worldwide reach spanning North America,
Europe, Asia-Pacific and Latin America. The payments technology industry provides financial institutions, businesses and consumers with payment processing services,
merchant acceptance solutions and related information and other value-added services. 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. Headquartered in Georgia with approximately
27,000 team members worldwide, Global Payments is a Fortune 500 company and is a member of the S&P 500. Our common stock is traded on the New York Stock Exchange
under the symbol "GPN."
Business Segments
We operate in two reportable segments: Merchant Solutions and Issuer Solutions. 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. See "Note 18—Segment Information" in the notes to the accompanying consolidated financial
statements for additional information about our segments, including revenues, operating expenses, operating income and depreciation and amortization by segment, as well as
financial information about geographic areas in which we operate.
Business Transformation
Early 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.
We are in the process of streamlining and simplifying our organization and operating environments 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 platform. In our Merchant
Solutions segment, we are harmonizing 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,
solutions-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 are expected to be largely completed by the first half of 2027. We are also undertaking a strategic
review of our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.
Recent Business Acquisitions and Dispositions
Acquisition of EVO Payments, Inc.
In March 2023, we completed the acquisition of EVO Payments, Inc. (“EVO”) for approximately $4 billion. EVO is a payment technology and services provider, offering
payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe. The
acquisition expands our geographic presence in attractive markets and augments our business-to-business ("B2B") software and payment solutions business and is included in
our Merchant Solutions segment.
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Disposition of AdvancedMD, Inc.
In December 2024, we completed the sale of AdvancedMD, Inc. ("AdvancedMD") for approximately $1 billion, subject to certain closing adjustments, and up to $125
million contingent upon the purchaser achieving certain specified returns. Prior to disposition, AdvancedMD provided software-as-a-service solutions to small-to-medium sized
ambulatory physician practices in the United States and was included in our Merchant Solutions segment.
Disposition of Consumer Business
In April 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion. Prior to disposition, the consumer business
comprised our former Consumer Solutions segment and provided general purpose reloadable ("GPR") prepaid debit and payroll cards, demand deposit accounts and other
financial service solutions to the underbanked and other consumers and businesses in the United States.
Disposition of Gaming Business
In April 2023, we completed the sale of our gaming business for approximately $400 million. Prior to disposition, the gaming business offered a comprehensive suite of
solutions, including credit and debit card cash advance, cashless advance, iGaming solutions, traditional and digital check processing and other services specific to the gaming
market in North America and was included in our Merchant Solutions segment.
See "Note 2—Acquisitions" and “Note 3—Business Dispositions” in the notes to the accompanying consolidated financial statements for further discussion of these and
other recent transactions.
Merchant Solutions Segment
Through our Merchant Solutions segment, we provide payments technology and software solutions globally to primarily small- and-medium sized businesses and select
mid-market and enterprise customers. Our payment technology solutions are similar around the world in that we enable our customers to accept card, check and digital-based
payments. Our comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, reconciliation
and dispute management services, terminal rental, sales and deployment, payment security services, consolidated billing and reporting.
In addition, we offer a wide array of business management software solutions that streamline business operations to customers in numerous vertical markets. We also
provide a variety of commerce enablement solutions and services, including specialty point-of-sale ("POS") software, data analytics and customer engagement, human capital
management and payroll, accounts receivable automation, inventory management and reporting that assist our customers with driving demand and operating their businesses
more efficiently.
Our value proposition is to provide distinctive high-quality, responsive and secure services to all of our customers. We go to market in Merchant Solutions globally across
three lines of business, including Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions. This allows us to fully leverage our
capabilities across vertical markets and geographies. We focus on providing differentiated customer service from the sales process, to onboarding, to ongoing support across our
business. The majority of our revenue is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the payment type or
the market. We also earn software subscription and licensing fees, as well as other fees for specific value-added services, which may be unrelated to the number or value of
transactions.
Distribution Channels
In the Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our
customers and through a variety of partner distribution channels across three business pillars: Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and
Core Payments Solutions. We have a wide array of distribution channels led by one of the premiere direct sales teams in the industry. Additionally, we go to market through our
broad-based financial institution partnerships, joint ventures and wholesale and indirect relationships.
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Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including software
solutions, designed to enable merchants to better manage their businesses. Our technology-enabled solutions represent a substantial component of our revenues.
Point-of-Sale and Software Solutions. Our Point-of-Sale and Software Solutions business provide advanced payments technology that is integrated into point-of-sale
systems and business management software solutions that we own. We have capabilities in cloud-based point-of-sale for restaurant and retail and leading software in other
verticals including education (serving colleges, universities, and kindergarten through 12th grade level institutions), real estate (primarily property management), and
communities (serving event organizers largely in the health and fitness market). Our Point-of-Sale and Software Solutions business offers a range of features which are being
combined under our Global Payments brand identity across all of our assets. This includes unifying our POS businesses under a common brand, Genius, and leveraging our vast
distribution channels to extend it globally. We expect to complete the rollout of our Genius POS solutions by the end of 2025.
Integrated and Embedded Solutions. Our Integrated and Embedded Solutions business provides advanced payments technology that is embedded into business
management software solutions owned by our technology partners who operate in numerous vertical markets and countries. Further, we also integrate our capabilities with
shopping carts, ordering platforms, marketplaces and other digitally-oriented businesses through the same embedded payment stack we leverage with more traditional,
vertically-specific independent software vendors. We deliver these capabilities in physical and digital environments seamlessly.
Core Payments Solutions. We offer our core payments solutions through our direct sales forces worldwide, as well as referral partnerships. We offer our payments
technology services, software and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve. Although our primary focus is
on building durable, direct relationships with merchants, we also provide our services to merchants referred by independent sales organizations ("ISOs") and financial
institutions.
Credit and Debit Card Transaction Processing
Credit and debit card transaction processing includes processing the world's major international card brands, including, among others, American Express, Discover Card
("Discover"), JCB, Mastercard, UnionPay International and Visa, as well as certain domestic debit networks, such as Interac in Canada. Credit and debit networks establish
uniform regulations that govern much of the payment card industry. During a typical payment transaction, the merchant and the card issuer do not interface directly with each
other, but instead rely on payments technology companies, such as Global Payments, to facilitate transaction processing services, including authorization, electronic draft
capture, file transfers to facilitate funds settlement and certain exception-based, back-office support services such as chargeback resolution.
We process funds settlement under two models: a sponsorship model and a direct membership model. Under the sponsorship model, member clearing financial institutions
("Members") sponsor us and require our adherence to the standards of the networks. In these markets, we have sponsorship or depository and clearing agreements with financial
institution sponsors. These agreements allow us to route transactions under the Members' control and identification numbers to clear card transactions through Mastercard and
Visa. In this model, the standards of the card networks restrict us from performing funds settlement or accessing merchant settlement funds and instead, require that these funds
be in the possession of the Member until the merchant has been funded.
Under the direct membership model, we are direct members in various payment networks, allowing us to process and fund transactions without third-party sponsorship.
Under this model, we route and clear transactions directly through the card brand’s network and are not restricted from performing funds settlement. Otherwise, we process
these transactions similarly to how we process transactions in the sponsorship model. We are required to adhere to the standards of the various networks in which we are direct
members. We maintain relationships with financial institutions, which may also serve as our Member sponsors for other card brands or in other markets, to assist with funds
settlement.
How a Card Transaction Works
A typical payment transaction begins when a cardholder presents a card for payment to a merchant, at which time card and transaction information, such as the card
identification number, transaction date and transaction amount, is captured and transmitted to our network. The information is captured by a POS terminal card reader or mobile
device card reader, which may be sold or leased to the merchant and serviced by us, through a POS device or ecommerce portal by one of a number of services that we offer
directly, or through a value-added reseller.
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After the card and transaction information is captured, the POS device or ecommerce portal automatically connects to our network through the internet or other
communication channel in order to receive authorization of the transaction. For a credit card transaction, authorization services generally refer to the process in which the card
issuer indicates whether a particular credit card is authentic and whether the impending transaction amount will cause the cardholder to exceed defined credit limits. In a debit
card transaction, we obtain authorization for the transaction from the card issuer through the payment network verifying that the cardholder has access to sufficient funds for the
transaction amount.
As an illustration, shown below in the sponsorship model, on a $100.00 card transaction the card issuer may fund the Member, our sponsor, (indirectly through the card
network) $98.50 after retaining $1.50 referred to as an interchange fee. The card issuer would seek reimbursement of $100.00 from the cardholder in the cardholder's monthly
credit card statement. The Member would, in turn, pay the merchant $100.00. The net settlement after this transaction would require us to advance the $1.50 interchange fee to
the Member. After the end of the month, we would bill the merchant a percentage, also known as the merchant discount, of the transaction amount to cover the full amount of
the interchange fee and our fee from the transaction. Assuming the merchant discount in the above example is 2%, we bill the merchant $2.00 after the end of the month for the
transaction, reimburse ourselves for $1.50 in interchange fees that we have previously funded to the Member and retain $0.50 as our fee for the transaction. Under some
arrangements, we remit the net amount of $98.00 to the merchant, rather than funding the full $100.00 and subsequently billing the merchant at the end of the month.
Discount rates vary based on negotiations with merchants and the economic characteristics of transactions and take many forms, such as interchange plus our fee or a
bundled rate that includes all fees. Interchange rates also vary based on the economic characteristics of individual transactions. Accordingly, our fee per transaction varies
across our merchant base and is subject to change based on changes in discount rates and interchange rates. Our revenues on a transaction generally reflects the merchant
discount less interchange fees and payment network fees. Our profit is revenues less operating expenses, including systems costs to process the transaction and commissions
paid to our sales force or external partner. Payment network fees are charged by the card brands, in part, based on the value of transactions processed through their networks.
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Issuer Solutions Segment
Our Issuer Solutions segment is a leading provider of comprehensive commerce solutions supporting the payment ecosystem for issuers. Our offerings include core
processing, enterprise tokenization, cardholder payments, authorizations, card production, document production and archival, contact center services, managed services, fraud
strategy, implementation services, consulting solutions and professional services. We also provide specialized solutions such as virtual cards, accounts payable and expense
management, commercial processing and real-time alerts.
With the majority of revenues generated from software solutions, our operations serve diverse customer segments, including global, regional, community banks, credit
unions, retailers, financial technology companies and neobanks. Our go-to-market approach leverages direct engagement and partnerships with aggregators to deliver innovative
service offerings across core processing, commerce enablement, managed services and professional services. Our strategic focus on fraud detection, rewards management and
commerce enablement positions us to expand opportunities across these key client segments and drive continued growth.
We are undertaking a comprehensive modernization of our Issuer Solutions segment, encompassing both technology and operations. These efforts enable us to deploy our
cloud-native products and services across diverse market segments, use cases and geographic regions with increased agility and speed to market, all within a secure and
compliant framework. The modernization of our core processing platform allows us to deliver enhanced, unified capabilities, greater operational efficiencies and innovative
features for our clients, while also offering our full suite of capabilities in a modular format or as a comprehensive, integrated solution. We have completed the development of
our client-facing applications in the cloud and remain on track for commercial launches throughout 2025.
Issuer Solutions segment revenues are primarily derived from long-term processing contracts with financial institutions and other financial services providers. Payment
processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated
and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file. Most of these customer contracts have prescribed
annual minimums, penalties for early termination, and service level agreements that may affect contractual fees if specified service levels are not achieved. Issuer Solutions
segment revenues also include software subscription, licensing fees, loyalty redemption services and professional services.
Industry Overview
The payments technology industry provides financial institutions, businesses and consumers with payment processing services, merchant acceptance solutions and related
information and other value-added services. The industry continues to grow as a result of wider merchant acceptance and increased use of credit and debit cards, advances in
payment solutions and processing technology and migration to ecommerce, omnichannel and contactless payment solutions. The proliferation of credit and debit cards, as well
as other digital payment solutions, has made the acceptance of digital payments a necessity for many businesses, regardless of size, in order to remain competitive. Certain
macroeconomic drivers have further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and the expansion of
ecommerce, omnichannel and contactless payment solutions. The increased use of cards and the availability of more sophisticated technology services to all market segments
have resulted in an increasingly competitive and specialized industry.
Strategy
We seek to become the worldwide partner of choice for commerce solutions by providing our clients with a broad suite of world-class, differentiated products and services
that make everyday commerce better. We are also committed to excellence in execution, and delivering flawlessly at scale globally.
We benefit from the adoption of, and transition to, card and digital-based payments and are focused on expanding our share in our existing markets through software and
service innovation leveraging our industry-leading direct and partner distribution channels, as well as through targeted bolt-on acquisitions to improve our offerings and scale.
We also seek to enter and expand in markets through acquisitions, alliances and joint ventures around the world where we are best positioned for differentiation and scale.
Consistent with this focus, we are pursuing the following strategic priorities:
•
Enhancing our capabilities in cloud-based POS and software with a focus on key vertical markets including restaurant, retail, education, real estate and communities;
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•
Further investing in our leadership position in integrated payments and embedded solutions where we offer tailored operating models and commercial structures for
partners and customers;
•
Leveraging our core payments channels globally to build on our broad capabilities, providing further growth opportunities;
•
Provide financial institutions, retailers and financial technology companies with leading end-to-end issuer processing services to launch, manage and deliver card
programs for consumers, small and medium sized businesses and larger enterprises;
•
Deliver commerce enablement solutions globally to expand our leading position as a client-centric, product-led company; and
•
Enable frictionless, best-in-class customer experiences, creating longer-term relationships.
Competitive Strengths
We believe that our competitive strengths include the following:
•
Technology Solutions - We provide innovative technology-based solutions, including enterprise software and other ecommerce enablement solutions, that enable our
customers to operate their businesses more efficiently, increase sales and simplify the payments process, regardless of the channel through which the transaction
occurs. We believe our robust technology solutions will continue to differentiate us in the marketplace and position us for continued growth.
•
Global Footprint and Distribution - Our worldwide presence allows us to focus our investments on markets with promising gross domestic product fundamentals and
favorable secular trends, makes us more attractive to certain customers with international operations and exposes us to emerging innovations that we can adopt
globally, while diversifying our economic risk.
•
Scalable Operating Environment and Technology Infrastructure - We operate with a multi-channel, global technology infrastructure that provides scalable and
innovative service offerings and a consistent service experience to our merchants, customers, financial institutions and other partners worldwide, while also driving
sustainable operating efficiencies.
•
Strong, Long-lasting Partner Relationships - We have established strong, long-lasting relationships with many financial institutions, enterprise software providers,
value-added resellers and other technology-based payment service providers, which enable us to deliver a set of diverse solutions to our customers.
•
Disciplined Acquisition Approach - Our proven track record for selectively and successfully sourcing and closing acquisitions and joint ventures and integrating
acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.
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Competition
In each of our business segments, we compete with a large variety of companies - financial institutions, financial technology companies, traditional payment providers,
new market entrants, and others, both large and small. The markets for the services we provide are highly fragmented and competitive. Many of these providers compete with us
across our segments, markets and geographies. Some of these competitors possess greater financial, sales and marketing resources than we do. We expect each of our segments
to become more competitive over time, as advances in technology enable new entrants, barriers to entry fall and existing providers expand their services, both operationally and
geographically.
Our Merchant Solutions segment competes with financial institutions, merchant acquirers and other financial technology companies who provide businesses with
merchant acquiring and related services. In the United States, we compete with a large number of providers, including but not limited to Fiserv, Inc. ("Fiserv"), Worldpay, LLC
("Worldpay"), Chase Paymentech Solutions, LLC, Elavon, Inc., a subsidiary of U.S. Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc.,
Stripe, Inc. ("Stripe"), Shopify Inc. and Block Inc. ("Block"). While these are our primary competitors in the merchant acquiring space, our vertically focused businesses in the
United States compete with numerous other providers in their respective verticals.
Internationally, financial institutions remain the primary providers of payment technology services to merchants, although the outsourcing of these services to third-party
service providers is becoming more prevalent. We compete outside the U.S. with financial institutions in the markets in which we operate, as well as both large providers (such
as Worldpay, Worldline and Nexi) and new entrants (such as Adyen, Block and Stripe). We have seen competition internationally increase and expect that trend to continue as
new companies enter our markets and existing competitors expand or consolidate their product lines and services.
Our Issuer Solutions segment encounters competition from other third-party payment card processors, the card brands, core banking platform providers, independent
software vendors, B2B providers, and various other firms that deliver services to payment card issuers in the markets we serve, as well as financial institutions who provide
such services in-house. Our competitors in this segment include, but are not limited to, Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen,
Stripe and Zeta. We expect the number of competitors in this segment to continue to expand.
See the section titled “Risk Factors - Risks Related to Our Business Model and Operations” for further information on the competitive and continuously evolving markets
we serve.
Safeguarding Our Business
In order to provide our services, we process and store sensitive business information and personal information, which may include credit and debit card numbers, bank
account numbers, social security numbers, driver’s license numbers, names and addresses, and other types of personal information or sensitive business information. Some of
this information is also processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain
functions and other agents, which we refer to collectively as our associated third parties. We may have responsibility to the card networks, financial institutions, and in some
instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third-party service providers (as applicable) to protect this information.
For a further discussion of our approach to cybersecurity, see "Item 1C - Cybersecurity" of this Annual Report on Form 10-K.
Intellectual Property
Our intellectual property is an important part of our strategy to be a leading provider of payment technology and software solutions. We use a combination of internal
policies, intellectual property laws and contractual provisions to protect our proprietary technologies and brands. In addition, to protect our various brands, we seek and maintain
registration of U.S. and international patents, copyrights, trade secrets, trademarks, service marks and domain names that align with our brand strategy. We also enforce our
trademarks against potential sources of misunderstanding that could harm our brand and ability to compete. In addition to using our intellectual property in our own operations,
we grant licenses to certain of our customers to use our intellectual property.
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Human Capital Management
Our overall workforce strategies are developed and managed by our Chief Human Resources Officer, who reports to our CEO. More broadly, the board of directors and
the Compensation Committee provide oversight on certain culture and human management topics, and succession plans for critical talent. We regularly engage with our team
members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, talent management and
well-being and to inform our human capital strategies and initiatives. The results of these interactions are also leveraged to further develop our talent management initiatives.
Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response thereto.
Team Member Population
We currently do business around the world, with approximately 27,000 team members living and working in 37 countries. As of December 31, 2024, approximately 56%
of our workforce resided in the Americas, 21% in Europe and 23% in Asia Pacific. Many of our team members are highly skilled in technical areas specific to payment
technology and software solutions.
Talent Management and Retention
We place an emphasis on attracting and retaining highly skilled team members and having a workforce that is connected to the communities in which we work and live
around the world. To that end, we have implemented programs and initiatives focused on enriching new hire experiences, developing team members through extensive training
and professional development opportunities, including mentorship and leadership programs, promoting team members’ wellness and safety, and providing flexible work
arrangements. Furthermore, we offer comprehensive and competitive pay and benefits packages, including paid parental leave, team member assistance, savings and retirement
programs and equity-based awards that vest over a period of time to support retention of key contributors. We also strive to celebrate and recognize the efforts of our team
members through a combination of programs, including team appreciation activities and awards programs to honor top performers and notable contributors.
Health and Well-being
The success of our business is connected to the well-being of our team members. Accordingly, we are committed to the health, safety and wellness of our team members
worldwide, and we provide team members with various health and wellness programs and benefits, including employee education and assistance programs that focus on
physical, financial, family, social and emotional resources.
People, Access and Belonging
We are committed to addressing the ever-changing needs of our team members and finding new ways to continuously enhance our culture. Our human capital strategy is
centered around a focus on People, Access and Belonging ("PAB"), which reflects our holistic approach to fostering an inclusive and empowering workplace across our global
organization.
These pillars guide our policies, practices and initiatives as we continue shaping a workplace culture that prioritizes engagement, equity and collaboration, empowering
individuals across our global footprint. Our Compensation Committee assists the board of directors in overseeing the Company’s initiatives embodied in the PAB strategy.
Employee Growth and Development
Our strategy to develop and retain the best talent includes an emphasis on team member development and training. We provide a variety of training and development
opportunities to team members globally, including our online training platform that contains a vast array of tools and application resources for all team members to build
learning experiences and skills. In order to help our team members strengthen the skills and behaviors needed for career advancement, our performance management program
enables team members to drive their development with a focus on growth, performance, and well-being through regular meetings with their leaders.
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Government Regulation
Various aspects of our business are subject to regulation and supervision under federal, state and local laws in the United States and foreign laws, regulations and rules.
Many of these regulations and laws are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain. These regulations and laws involve
a variety of matters, including privacy and information security, data and personal information processing, money-transmission and payment instruments, consumer protection,
anti-money laundering and anti-corruption, tax, environmental sustainability (including climate change) and human rights. In addition, we are subject to rules promulgated by
the various payment networks, including Nacha, American Express, Discover, Interac, Mastercard and Visa.
Set forth below is a brief summary of some of the significant laws and regulations that apply to us. These descriptions are not exhaustive, and these laws, regulations and
rules frequently change and are increasing in number. We are currently in compliance in all material respects with applicable existing legal and regulatory requirements and do
not expect that maintaining compliance with these regulations will have a material effect on our capital expenditures, earnings or competitive and financial positions. For
additional information about government regulation and laws applicable to our business and the potential risks associated with future changes in laws or regulations, see "Item
1A - Risk Factors" of this Annual Report on Form 10-K.
Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") restricts the amounts of debit card fees that certain institutions can
charge merchants. Pursuant to regulations promulgated by the Federal Reserve Board, debit interchange rates for card issuers with assets of $10 billion or more are capped at
$0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the issuer's fraud losses plus, for qualifying issuers, an additional $0.01 per
transaction in debit interchange for fraud prevention costs.
In addition, the Dodd-Frank Act limits the ability of payment card networks to impose certain restrictions because it allows merchants to: (i) set minimum dollar amounts
(not to exceed $10) for the acceptance of a credit card (and allows federal governmental entities and institutions of higher education to set maximum amounts for the acceptance
of credit cards) and (ii) provide discounts or incentives to encourage consumers to pay with cash, checks, debit cards or credit cards.
The rules also contain prohibitions on network exclusivity and merchant routing restrictions that require a card issuer to enable at least two unaffiliated networks on each
debit card, prohibit card networks from entering into exclusivity arrangements and restrict the ability of issuers or networks to mandate transaction routing requirements. The
prohibition on network exclusivity has not significantly affected the Company's ability to pass on network fees and other costs to our customers, nor do we expect it to in the
future.
Consumer Protection
The Dodd-Frank Act also created the Consumer Financial Protection Bureau ("CFPB"), which has responsibility for enforcing federal consumer protection laws, and the
Financial Stability Oversight Council, which has the authority to determine whether any nonbank financial company, such as us, should be supervised by the Board of
Governors of the Federal Reserve System (the "Federal Reserve") on the ground that it is "systemically important" to the U.S. financial system. Accordingly, we may be subject
to additional systemic risk-related oversight in the future.
The CFPB has significant authority to regulate consumer financial products or services in the U.S., including consumer payments, and similar products or services. The
FTC, state attorneys general and similar regulatory agencies in other jurisdictions may have broad consumer protection mandates that could result in the promulgation and
interpretation of rules and regulations that may affect our business.
Furthermore, certain of our businesses are regulated as money transmitters or otherwise require licensing in one or more states or jurisdictions, subjecting us to various
licensing, supervisory and other requirements.
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Financial Institution Regulations
Because we provide digital payment processing services to banks and other financial institutions, we are subject to examination by the Federal Financial Institutions
Examination Council (the "FFIEC"), an interagency body comprised primarily of federal banking regulators, and we are also subject to supervision or examination, as may be
applicable, by various state and international financial regulatory agencies that supervise and regulate the financial institutions for which we provide digital payment processing
and other payment related services. The FFIEC examines large data processors in order to identify and mitigate risks associated with systemically significant service providers,
including specifically the risks they may pose to the banking industry.
Certain of our subsidiaries hold payment institution ("PI") licenses. These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate.
We hold PI licenses in Poland, Greece, Germany, Spain, Malta and the Czech Republic, as well as similar licenses in the United Kingdom. As a PI, each subsidiary is subject to
regulation and oversight in the applicable jurisdiction, which includes, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules
regarding the conduct and operation of its business, including the revised Payment Services Directive and the requirements under the Digital Operational Resilience Act
("DORA") and reporting obligations in respect of the Central Electronic System of Payment Information. DORA came into effect in January 2025 and introduces a broad set of
requirements applicable to financial institutions, including our European PIs, concerning the security of network and information systems supporting their business processes, in
particular in relation to the management of information communication and technology ("ICT") risks. There will also be regulatory supervision of ICT service providers
designated as “critical” by the European Supervisory Authorities, which may affect our Issuer Solutions segment; however, the decision relating to such designation has not yet
been issued.
Privacy, Information Security and Other Business Practices Regulation
Aspects of our business are subject, directly or indirectly, to privacy and data protection regulations in the United States, the United Kingdom, the European Union ("EU")
and elsewhere. In most of the countries in which we operate, these laws impose requirements on the manner in which personal information can be collected, processed, stored
and shared. They also impose requirements, which vary materially by jurisdiction, in the event of a personal data breach.
Compliance with the data protection regulations applicable to us or our customers requires increasing resources devoted to monitoring changes and developing solutions
for our affected businesses. Maintaining compliance over time could require substantive technology infrastructure and process changes across many of the Company’s
businesses. Noncompliance with the EU General Data Protection Regulation (“GDPR”), the Gramm-Leach-Bliley Act ("GLBA"), the California Privacy Rights Act and other
state privacy laws or similar regulations could lead to substantial regulatory fines and penalties, or in some cases, damages resulting from private causes of action. Evolving
data localization requirements or preferences may affect how we provide services to customers in regions like the EU and Asia-Pacific. Additionally, evolving sector-specific
regulations that affect the payments industry may introduce overlap or conflict with data privacy regulations, and these conflicts in regulatory requirements may affect our
operations.
We also rely upon third parties (such as suppliers and other partners) to facilitate or enable our business activities, and we require that they are similarly in compliance with
applicable regulations.
New regulations (including the EU Artificial Intelligence Regulation, new state laws in the United States or a possible federal privacy law) and new interpretations of
existing regulations, such as the Federal Trade Commission ("FTC") Act, GLBA, and the GDPR, could create new privacy rights for individuals and new obligations for
companies handling personal information. These regulations could limit our ability to use and share personal or other data and increase costs related to compliance. In addition,
emerging technologies including innovations in machine learning and artificial intelligence ("AI") are expected to continue to drive regulation targeted to the specific risks
anticipated from these technologies.
As our portfolio of services evolves, we may offer more services outside of our traditional business-to-business interaction context. As we interact directly with
consumers, in conjunction with our customers and partners or directly on our own behalf, our compliance obligations under privacy regulations may expand.
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Anti-Money Laundering, Anti-Corruption and Sanctions Regulations
In many countries, we are legally or contractually required to comply with anti-money laundering laws and regulations, such as, in the United States, the Bank Secrecy
Act, as amended by the USA PATRIOT Act, and similar laws of other countries, which require that customer identifying information be obtained and verified. In some
countries, we are directly subject to these requirements; in other countries, we have contractually agreed to assist our sponsor financial institutions with their obligation to
comply with anti-money laundering requirements that apply to them. In addition, we and our sponsor financial institutions are subject to the laws and regulations, enforced by
the Office of Foreign Assets Control, that prohibit U.S. persons from engaging in transactions with certain prohibited persons or entities. Similar requirements apply in other
countries. We have developed procedures and controls that are designed to monitor and address legal and regulatory requirements and developments and that allow our
customers to protect against having direct business dealings with such prohibited countries, individuals or entities.
We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act of 2010 and other laws that
generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain
an unfair business advantage. The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls to prevent and detect possible FCPA
violations.
State Wage Payment Laws and Regulations
The use of payroll card programs in the United States as a means for an employer to remit wages or other compensation to its employees or independent contractors is
governed by state labor laws related to wage payments, which laws are subject to change. The paycard portion of our business includes payroll cards and convenience checks
and is designed to allow employers to comply with applicable state wage and hour laws. Most states permit the use of payroll cards as a method of paying wages to employees,
either through statutory provisions allowing such use or, in the absence of specific statutory guidance, the adoption by state labor departments of formal or informal policies
allowing for their use. Nearly every state allowing payroll cards places certain requirements and/or restrictions on their use as a wage payment method, the most common of
which involve obtaining the prior written consent of the employee or independent contractors, limitations on fees and disclosure requirements.
Recently, some states have begun to regulate earned wage access solutions, including, for example by enacting new laws requiring licensure of earned wage access
providers and/or requiring fee restrictions on the solutions, or by including earned wage access services in existing lending laws, which could also result in licensure
requirements and/or fee limitations. Also, states potentially could regulate these services under existing wage and hour laws related to the assignment of wages. We may be
subject to additional requirements and limitations under federal or state lending laws as a result of new interpretations, formal guidance or additional regulations relating to
earned wage access solutions.
Escheat Laws
We are subject to unclaimed or abandoned property state laws in the United States and in certain foreign countries that require us to transfer to certain government
authorities the unclaimed property of others that we hold when that property has been unclaimed for a certain period of time. Moreover, we are subject to audit by state and
foreign regulatory authorities with regard to our escheatment practices.
Debt Collection and Credit Reporting Laws
Portions of our business may be subject to the Fair Debt Collection Practices Act ("FDCPA"), the Fair Credit Reporting Act ("FCRA") and similar state laws. The FDCPA
is designed to eliminate abusive, deceptive and unfair debt collection practices and may require licensing at the state level. The FCRA regulates the use and reporting of
consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies.
Telephone Consumer Protection Act
We are subject to the Telephone Consumer Protection Act ("TCPA") and various state laws to the extent we place telephone calls and short message service ("SMS")
messages to customers and consumers. The TCPA regulates certain telephone calls and SMS messages placed using automatic telephone dialing systems or artificial or
prerecorded voices.
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Other
In addition, there are other laws, rules or regulations that may directly affect us or the activities of our merchant customers and in some cases may subject us to
investigations, fees, fines and disgorgement of funds in the event we are deemed to have aided and abetted or otherwise provided the means and instrumentalities to facilitate the
illegal activities of a merchant through our payment processing services.
Sustainability
Certain governments around the world are adopting laws and regulations pertaining to sustainability performance, transparency and reporting. Regulators in Europe and
the U.S. have also focused efforts on increased disclosure related to climate change and mitigation efforts. The EU recently adopted the European Sustainability Reporting
Standards and the Corporate Sustainability Reporting Directive that impose disclosure of the risks and opportunities arising from social and environmental issues and on the
effect of companies’ activities on people and the environment. In March 2024, the SEC adopted final rules that require disclosure of certain climate-related information;
however, in April 2024, the SEC stayed the rules pending judicial review. In October 2023, California enacted three climate-related disclosure bills. International sustainability
disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board, which some
countries (such as the United Kingdom) have indicated they may incorporate into sustainability disclosure standards required of certain companies.
We continue to monitor these legislative and regulatory developments and are working continually to ensure that our sustainability agenda is integrated into our overall
business strategy. As part of our annual sustainability reporting, we provide additional information about our approach to sustainability matters in our Global Responsibility
Report (not incorporated herein), which is available in the investor relations section of our website at www.globalpayments.com.
Where to Find More Information
We file annual and quarterly reports, proxy statements and other information with the SEC. You may read and print materials that we have filed with the SEC from its
website at www.sec.gov. In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-
K and amendments to them can be viewed and printed, free of charge, from the investor relations section of our website at www.globalpayments.com as soon as reasonably
practicable after such material is electronically filed with or furnished to the SEC.
Certain materials relating to our corporate governance, including our codes of ethics applicable to our directors, senior financial officers and other employees, also are
available in the investor relations section of our website. Copies of our filings, specified exhibits and corporate governance materials are available, free of charge, by writing us
using the address on the cover of this Annual Report on Form 10-K. You may also telephone our investor relations office directly at (770) 829-8478. We are not including the
information on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.
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ITEM 1A - RISK FACTORS
An investment in our common stock involves a high degree of risk. You should consider carefully the following risks and other information contained in this Annual Report on
Form 10-K and other SEC filings before you decide to buy or sell our common stock. The risks identified below are not all encompassing but should be considered in
establishing an opinion of our future operations. If any of the events or conditions contemplated by the following discussion of risks should occur, our business, financial
condition, liquidity, results of operations and cash flows could suffer significantly.
Risks Factors Summary
The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, liquidity, results of operations and cash
flows.
Risks Related to Our Business Model and Operations
•
Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver our
services; damage our reputation among our customers, card issuers, financial institutions, card networks, partners and cardholders; adversely affect our continued card
network registration or membership and financial institution sponsorship; and expose us to penalties, fines, liabilities, legal claims and defense costs.
•
Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose us
to liability and have an adverse effect on our business, financial condition and results of operations.
•
We depend on relationships with third parties. Our systems or our third-party providers' systems may fail, or we may be unable to renew or renegotiate agreements with
key suppliers, which could interrupt our service, cause us to lose business, increase our costs and expose us to liability.
•
The payments technology industry is highly competitive and highly innovative, and some of our competitors have greater financial and operational resources than we
do, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new and disruptive technologies.
•
In order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result in
higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.
•
Our revenues from the provision of services to merchants that accept Visa and Mastercard are dependent upon our continued Visa and Mastercard registrations,
financial institution sponsorship and, in some cases, continued membership in certain card networks.
•
We rely on various financial institutions to provide clearing services in connection with our settlement activities. If we are unable to maintain clearing services with
these financial institutions and are unable to find a replacement, our business, financial condition and results of operations may be adversely affected.
•
Increased merchant, referral partner, ISO or payment facilitator attrition could cause our financial results to decline.
•
Our future growth depends in part on the continued expansion within markets in which we already operate, the emergence of and our entry into new markets and the
continued availability of alliance relationships and strategic acquisition and joint venture opportunities.
•
There may be a decline in the use of cards and other digital payments as a payment mechanism for consumers or other adverse developments with respect to the card
industry in general.
•
Consolidation among financial institutions or among retail customers, including the merger of our customers with entities that are not our customers or the sale of
portfolios by our customers to entities that are not our customers, could materially affect our business, financial condition, results of operations and cash flows.
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•
If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer. The timing of the
conversions or deconversions of card portfolios could also affect the amount and timing of our revenues and expenses.
•
We incur chargeback losses when our merchants refuse or cannot reimburse us for chargebacks resolved in favor of their customers. Any increase in chargebacks not
paid by our merchants could adversely affect our business, financial condition, results of operations and cash flows.
•
Fraud by merchants or others and losses from overdrawn cardholder accounts could have an adverse effect on our business, financial condition, results of operations
and cash flows.
•
Increases in card network fees may result in the loss of customers and/or a reduction in our earnings.
•
The integration and conversion of our acquired operations or other future acquisitions, if any, could result in increased operating costs if the anticipated synergies from
the combination are not achieved, a loss of strategic opportunities if management is distracted by the integration process and a loss of customers if our service levels
drop during or following the integration process.
•
Our inability to complete certain dispositions or the effects of disposing a business could have a material adverse effect on our business, financial condition and results
of operations.
•
We may not realize the anticipated growth benefits and cost savings from, or our business may be disrupted by, our business transformation and reorganization
activities. Any of the foregoing could adversely affect our business, financial condition and results of operation.
•
Our business may be affected by current and future laws and regulations governing the development, use and deployment of AI technologies, as well as potentially
related private litigation.
Legal, Regulatory Compliance and Tax Risks
•
Our business is subject to government regulation and oversight. Any new implementation of or changes made to laws, regulations or other industry standards affecting
our business in any of the geographic regions in which we operate may require significant development and compliance efforts or have an unfavorable effect on our
ability to continue to offer certain services, which could adversely affect our business, financial condition, results of operations and cash flows.
•
New or revised tax regulations, unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect our tax expense.
•
Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.
Financial Risks
•
We are subject to risks associated with changes in interest rates or currency exchange rates and may not effectively hedge against these risks, which could adversely
affect our business, financial condition, results of operations and cash flows.
•
A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs.
•
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")
could have a material adverse effect on our business.
Intellectual Property Risks
•
We may not be able to successfully manage our intellectual property and may be subject to infringement claims.
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Risks Related to Our Capital Structure
•
Our substantial indebtedness could adversely affect us and limit our business flexibility.
•
We may not be able to raise additional funds to finance our future capital needs.
•
Our balance sheet includes significant amounts of goodwill and other intangible assets. The impairment of a portion of these assets could adversely affect our business,
financial condition and results of operations.
•
We may not be able to, or we may decide not to, pay dividends or repurchase shares at a level anticipated by our shareholders, which could reduce shareholder returns.
Risks Related to General Economic Conditions
•
We are subject to economic and geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of
consumer, business and government spending, which could adversely affect our business, financial condition, results of operations and cash flows.
•
Investor and other stakeholder scrutiny related to our sustainability practices, and our disclosed performance and aspirations for these practices, may increase costs and
expose us to numerous risks.
General Risk Factors
•
If we lose key personnel or are unable to attract and hire additional qualified personnel as we grow, our business could be adversely affected.
•
The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our
business, financial condition, results of operations and cash flows.
Risks Related to Our Business Model and Operations
Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver
our services; damage our reputation among our customers, card issuers, financial institutions, card networks, partners and cardholders; adversely affect our continued
card network registration or membership and financial institution sponsorship; and expose us to penalties, fines, liabilities, legal claims and defense costs.
In order to provide our services, we process and store sensitive business and personal information, which may include credit and debit card numbers, bank account
numbers, social security numbers, driver’s license numbers, names and addresses and other types of sensitive personal or business information. Some of this information is also
processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain functions, and other agents,
such as independent consultants and auditors, which we refer to collectively as our associated third parties. We may have responsibility to the card networks, financial
institutions, regulators, and in some instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third parties (as applicable) to protect this
information.
We are a regular target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain
unauthorized access to our networks and systems or those of our associated third parties. Such attempts at unauthorized access can lead, and occasionally have led, to the
compromise of sensitive, business, personal or confidential information. To mitigate these risks, we follow a defense-in-depth model for cybersecurity, meaning we proactively
seek to employ multiple methods at different layers to defend our systems against intrusion and attack and to protect the data we possess. We have adopted policies and
procedures, including an incident response plan and oversight of cybersecurity risks by both the board of directors and management oversight of cybersecurity risks, that we
believe are designed to facilitate the identification, assessment and management of those risks, including any risks that have the potential to be material. Our information
security program includes technical, physical and administrative controls that are designed to maintain the confidentiality, integrity and availability of our information and
technical assets. However, we cannot provide any assurance that these cybersecurity risk management processes and controls will be fully complied with or effective, and we
cannot be certain that these measures or others will always be successful or will always be sufficient to counter, or to rapidly detect, contain and remediate all current and
emerging technology threats.
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More particularly, our computer systems and/or our associated third parties’ computer systems have been, and we expect will continue to be, targeted for penetration on a
regular basis, and our data protection measures may not prevent, and occasionally have not prevented, unauthorized access. The techniques used to obtain unauthorized access,
disable or degrade services or sabotage systems change frequently. These techniques are often difficult to detect and they continually evolve and may become more
sophisticated. Threats to our systems and our associated third parties’ systems (such as the use of AI by threat actors in furtherance of cyberattacks) can derive from human
error or malicious actions by employees or third parties, including state-sponsored organizations with significant financial and technological resources. In addition, we have
experienced and may continue to experience system disruptions or delays caused by computer viruses and other malware or vulnerabilities that could infect our systems or those
of our associated third parties. Denial of service, ransomware or other methods of attacks could be launched against us for a variety of purposes, including to interfere with our
services or to create a diversion for other malicious activities. Our defensive measures may not prevent downtime, unauthorized access or misuse of sensitive data. We have
experienced all of the incident types described in this paragraph in the past, and we cannot guarantee that we will be able to detect and prevent all such incidents in the future.
While we maintain first- and third-party insurance policies that may provide coverage for certain aspects of cybersecurity risks, such insurance coverage may be insufficient to
cover all losses resulting from an incident.
Companies we acquire may also require implementation of additional cyber defense controls or processes to align with our information security program and, as a result,
there may be a period of heightened risk between the acquisition date and the completion of such implementation. Furthermore, certain of our third-party relationships are
subject to our vendor management program and are governed by written contracts that contain requirements relating to information security. We believe we have designed our
risk identification, assessment and management processes and procedures to account for cybersecurity risks associated with our use of third-party service providers. However,
we do not control the actions of our associated third parties, and any disruptions in their services caused by cyberattacks and/or security breaches could adversely affect our
ability to service our customers or otherwise conduct our business.
In addition, we impose contractual requirements on our counterparties, including vendors and other third parties, to comply with applicable privacy and security laws
related to the use and security of sensitive or personal information. We cannot provide assurances that these contractual requirements will be followed or will be adequate to
prevent the misuse of this data. We have occasionally received notifications from third parties informing us that our data stored on their systems has been accessed without
authorization. Any future misuse or compromise of personal information stored on those systems, or any other failure by a vendor, partner or other third party to abide by our
contractual requirements, could expose us to regulatory fines, third-party liability, protracted and costly litigation and, with respect to misuse of the personal information of our
customers, lost revenue and reputational harm.
Any type of security breach, cyberattack, unintentional or intentional disclosure of sensitive business and personal information or misuse of data described above or
otherwise, whether experienced by us or an associated third party, could harm our reputation; deter existing and prospective customers from using our services or from making
digital payments generally; increase our operating expenses in order to contain and remediate the incident; expose us to unanticipated or uninsured liability; disrupt our
operations (including potential service interruptions); distract our management; increase our risk of litigation or regulatory scrutiny; result in the imposition of penalties and
fines under state, federal and foreign laws or by the card networks; and adversely affect our continued card network registration or membership and financial institution
sponsorship. Removal from the networks' lists of Payment Card Industry Data Security Standard ("PCI DSS") compliant service providers could mean that existing customers,
sales partners or other third parties could cease using or referring others to our services. Also, prospective merchant customers, financial institutions, sales partners or other third
parties could choose to terminate negotiations with us, or delay or choose not to consider us for their processing needs.
In addition, as a global company, we are increasingly subject to complex and varied cybersecurity incident reporting requirements across numerous jurisdictions. With the
often short timeframes required for cyber incident reporting, there is a risk that the Company or its associated third parties will fail to meet the reporting deadlines for any given
incident. Regardless of where an incident occurs, it may take considerable time for us to investigate and evaluate the full impact of a cybersecurity incident, particularly in the
case of a sophisticated attack. These factors may inhibit our ability to provide prompt, full and reliable information about the cybersecurity incident to our customers, partners
and regulators, as well as to the public. If we are unable to comply with reporting requirements, we could be subject to monetary damages, civil and criminal penalties, litigation,
investigations and proceedings and damage to our reputation.
Any of the foregoing could adversely affect our business, financial condition and results of operation.
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Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose
us to liability and have an adverse effect on our business, financial condition and results of operations.
Our core services are based on software and computing systems that may encounter development delays, and the underlying software may contain undetected errors,
viruses, defects or vulnerabilities. The hardware infrastructure on which our systems run may have a faulty component or fail. Defects in our software services, underlying
hardware or errors or delays in our processing of digital transactions could result in additional development costs, diversion of technical and other resources from our other
development efforts and could result in loss of credibility with current or potential customers, harm to our reputation and exposure to liability claims.
In instances in which we rely on third-party software, our services are occasionally affected by defects, viruses, vulnerabilities, security incidents or other failures that take
place at the vendor level. Depending on the circumstances, a vendor failure could cause delays, disruption or data loss or damage, and therefore cause harm to our credibility,
reputation or financial condition. In addition, our insurance may not be adequate to compensate us for all losses or failures that may occur.
We depend on relationships with third parties. Our systems or our third-party providers' systems may fail, or we may be unable to renew or renegotiate agreements
with key suppliers, which could interrupt our service, cause us to lose business, increase our costs and expose us to liability.
We depend on the efficient and uninterrupted operation of our computer systems, software, data centers and telecommunications networks, as well as the systems and
services of third parties. Not only could we suffer damage to our reputation in the event of a system outage or data loss, but we could also be liable to third parties. Many of our
contractual agreements with financial institutions and certain other customers require the payment of penalties if we do not meet certain operating standards. Our systems and
operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire; climate-related events, including extreme weather
events; natural disasters; pandemics; power loss; telecommunications failure; terrorist acts; war; unauthorized entry; malicious attacks; human error; hardware failure; and
computer viruses or other defects. We have been and continue to be exposed to defects in our systems or those of third parties, errors or delays in the processing of payment
transactions, telecommunications failures, or other difficulties (including those related to system relocation), which could result in loss of revenues, loss of customers, loss of
merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs,
litigation expenses, fines and other sanctions imposed by card networks or regulators and/or diversion of technical and other resources. There is also a risk that third-party
suppliers of hardware and infrastructure required to support our employee productivity or our suppliers could be affected by supply chain disruptions, such as manufacturing
and shipping delays. An extended supply chain disruption could also affect the delivery of our services. Any of the foregoing could have a material adverse effect on our
business, financial condition, results of operations and cash flows. In addition, if we are unable to renew or renegotiate our agreements with key suppliers on favorable terms to
us or at all, or find alternative third-party providers, our services may be affected.
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The payments technology industry is highly competitive and highly innovative, and some of our competitors have greater financial and operational resources than we
do, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new and disruptive technologies.
We operate in the payments technology industry, which is highly competitive and highly innovative. In this industry, our primary competitors include other independent
payment processors, credit card processing firms, third-party card processing software institutions, as well as financial institutions, ISOs, payment facilitators and, potentially,
card networks. Some of our current and potential competitors may be larger than we are and have greater financial and operational resources or brand recognition than we have.
Our competitors that are financial institutions or subsidiaries of financial institutions do not incur the costs associated with being sponsored by a direct member for participation
in the card networks, as we do in certain jurisdictions, and may be able to settle transactions more quickly for merchants than we can. These financial institutions may also
provide payment processing services to merchants at lower margins or at a loss in order to generate banking fees from such merchants. It is also possible that larger financial
institutions, including some who are customers of ours, could decide to perform in-house some or all of the services that we currently provide or could provide. These attributes
may provide them with a competitive advantage in the market.
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Furthermore, we are facing increasing competition from nontraditional competitors, including new entrant technology companies, who offer certain innovations in
payment methods. Some of these competitors utilize proprietary software and service solutions. Some of these nontraditional competitors have significant financial resources
and robust networks and are highly regarded by consumers. In addition, some nontraditional competitors, such as private companies or startup companies, may be less risk
averse than we are and, therefore, may be able to respond more quickly to market demands. These competitors may compete in ways that minimize or remove the role of
traditional card networks, acquirers, issuers and processors in the digital payments process. If these nontraditional competitors gain a greater share of total digital payments
transactions, it could have an adverse effect on our business, financial condition, results of operations and cash flows.
In order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result
in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.
The payments technology industry in which we compete is characterized by rapid technological change, new product introductions, evolving industry standards and
changing customer needs. In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, products, mobile
payment applications, ecommerce services and other new offerings emerging in the payments technology industry. These projects carry the risks associated with any
development effort, including cost overruns, delays in delivery and performance problems, which could in turn lead to impairment of long-lived assets associated with projects.
In the payments technology industry, these risks are even more acute. Any delay in the delivery of new services or the failure to differentiate our services could render our
services less desirable to customers, or possibly even obsolete. Furthermore, as the market for alternative payment processing services evolves, it may develop too rapidly or not
rapidly enough for us to recover the costs we have incurred in developing new services targeted at this market, which could have a material adverse effect on our business,
financial condition and results of operations.
In addition, certain of the services we deliver to the payments technology industry are designed to process very complex transactions and deliver reports and other
information on those transactions, all at very high volumes and processing speeds. Any failure to deliver effective, accurate, compliant and secure services or any performance
issue that arises with a new service could result in significant processing or reporting errors or other losses. We rely in part on third parties, including some of our competitors
and potential competitors, for the development of and access to new technologies. If development efforts are required or if promised new services are not delivered timely to our
customers or do not perform as anticipated, we could incur higher costs, a loss of revenues and lower earnings and cash flows.
Our revenues from the provision of services to merchants that accept Visa and Mastercard are dependent upon our continued Visa and Mastercard registrations,
financial institution sponsorship and, in some cases, continued membership in certain card networks.
 
In order to provide our Visa and Mastercard transaction processing services, we must be either a direct member or registered as a merchant processor or service provider
of Visa and Mastercard, respectively. Registration as a merchant processor or service provider is dependent upon our being sponsored by members of each organization in
certain jurisdictions. If a sponsor financial institution in any of the markets in which we currently, or in the future may, operate should stop providing sponsorship for us, we
would need to find another financial institution to provide those services or we would need to attain direct membership with the card networks, either of which could prove to be
difficult and expensive. Relatedly, transitioning to a new sponsor financial institution requires technical development work, which takes time and investments. If we were unable
to find a replacement financial institution to provide sponsorship or transition to a new sponsor financial institution in a timely manner or attain direct membership, we may no
longer be able to provide processing services to affected and potential customers in that market, which could adversely affect our business, financial condition, results of
operations and cash flows. Furthermore, some agreements with our financial institution sponsors give them substantial discretion in approving certain aspects of our business
practices, including our solicitation, application and qualification procedures for merchants and the terms of our agreements with merchants. Our sponsors' discretionary actions
under these agreements could have a material adverse effect on our business, financial condition and results of operations. In connection with direct membership, the rules and
regulations of various card associations and card networks prescribe certain capital requirements. Any increase in the capital level required would limit our use of capital for
other purposes.
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The termination of our registration, or any changes in the rules of Visa or Mastercard or any other network that would impair our registration or prevent us from providing
services to our customers, could require us to stop providing payment processing services or prevent us from successfully submitting transactions to such network, which would
make it impossible for us to conduct our business on its current scale. The rules of the card networks may be influenced by card issuers, and some of those issuers also provide
acquiring services and may be our competitors. If we fail to comply with the applicable requirements of the card networks, the card networks could seek to fine us, suspend us
or terminate our registrations or membership. The termination of our registrations or our membership or our status as a service provider or a merchant processor, or any changes
in card association or other network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our
ability to provide transaction processing services to our customers, could have a material adverse effect on our business, financial condition, results of operations and cash
flows. If a merchant fails to comply with the applicable requirements of the card associations and networks, we, the merchant or, in some cases the ISO, could be subject to a
variety of fines or penalties that may be levied by the card associations or networks. If we cannot collect or pursue collection of such amounts from the applicable merchant or,
in some cases the ISO, we may have to bear the cost of such fines or penalties, resulting in lower earnings for us.
We rely on various financial institutions to provide clearing services in connection with our settlement activities. If we are unable to maintain clearing services with
these financial institutions and are unable to find a replacement, our business, financial condition and results of operations may be adversely affected.
We rely on various financial institutions to provide clearing services in connection with our settlement activities. If such financial institutions should stop providing
clearing services, we would have to find other financial institutions to provide those services. If we were unable to find a replacement financial institution we may no longer be
able to provide processing services to certain customers, which could adversely affect our business, financial condition, results of operations and cash flows.
Increased merchant, referral partner, ISO or payment facilitator attrition could cause our financial results to decline.
We experience attrition in merchant credit and debit card processing volume resulting from several factors, including merchant closures, loss of merchant accounts to our
competitors, unsuccessful contract renewal negotiations and account closures that we initiate for various reasons, such as heightened credit risks or contract breaches by
merchants. Our referral partners are a significant source of new business. If a referral partner switches to another transaction processor, terminates our services, internalizes
payment processing functions that we perform, merges with or is acquired by one of our competitors or shuts down or becomes insolvent, we may no longer receive new
merchant referrals from such referral partner, and we risk losing existing merchants that were originally enrolled by the referral partner. We cannot predict the level of attrition
in the future, and it could increase. Higher than expected attrition could negatively affect our results, which could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
Our future growth depends in part on the continued expansion within markets in which we already operate, the emergence of and our entry into new markets and the
continued availability of alliance relationships and strategic acquisition and joint venture opportunities.
Our future growth and profitability depend upon our continued expansion within the markets in which we currently operate, the further expansion of these markets, the
emergence of other markets for payment technology and software solutions and our ability to penetrate these markets. As part of our strategy to achieve this expansion, we look
for acquisition and joint venture opportunities, investments and alliance relationships with other businesses, including referral partners, ISOs and other financial institutions, that
will allow us to increase our market penetration, technological capabilities, service offerings and distribution capabilities. We may not be able to successfully identify suitable
acquisition, joint venture, investment and alliance candidates in the future, and if we do, they may not provide us with the value and benefits we anticipate, which may inhibit
our growth prospects and adversely affect our business, financial condition and results of operations.
Our expansion into new markets is also dependent upon our ability to apply our existing technology or to develop new applications to meet the particular service needs of
each new market. We may not have adequate financial or technological resources to develop effective and secure services and distribution channels that will satisfy the demands
of these new markets. If we fail to expand into new and existing markets for payment technology and software solutions, we may not be able to continue to grow our revenues
and earnings.
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Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by a variety of factors
including adverse financial conditions, trade tensions and increased global scrutiny of foreign investments. A number of countries, including the U.S. and countries in Europe
and the Asia-Pacific region, are considering or have adopted restrictions on foreign investments. Governments may continue to adopt or tighten economic sanctions, tariffs or
trade restrictions of this nature, and such restrictions could adversely affect our business, financial condition and results of operations.
Furthermore, our future success will depend, in part, upon our ability to integrate and manage our expanded business, which could pose substantial challenges for our
management team, including challenges related to the management and monitoring of new operations and associated costs and complexity. We may also face increased scrutiny
from governmental authorities if we become a larger business.
 
There may be a decline in the use of cards and other digital payments as a payment mechanism for consumers or other adverse developments with respect to the card
industry in general.
If consumers do not continue to use credit, debit or other digital payment methods of the type we process as a payment mechanism for their transactions or if there is a
change in the mix of payments between cash, checks, credit cards and debit cards that is adverse to us, it could have a material adverse effect on our business, financial
condition, results of operations and cash flows. Consumer credit risk may make it more difficult or expensive for consumers to gain access to credit facilities such as credit
cards. Regulatory changes may result in financial institutions seeking to charge their customers additional fees for use of credit or debit cards. Such fees may result in decreased
use of credit or debit cards by cardholders. In each case, our business, financial condition, results of operations and cash flows could be adversely affected.
Consolidation among financial institutions or among retail customers, including the merger of our customers with entities that are not our customers or the sale of
portfolios by our customers to entities that are not our customers, could materially affect our business, financial condition, results of operations and cash flows.
Consolidation among financial institutions, particularly in the area of credit card operations and consolidation in the retail industry, is a risk that could negatively affect
our existing customer agreements and future revenues. In addition, consolidation among financial institutions has led to an increasingly concentrated customer base, which
results in a changing mix toward larger customers. Continued consolidation among financial institutions could increase the bargaining power of our current and future
customers and further increase our customer concentration. Consolidation among financial institutions and retail customers and the resulting loss of any significant number of
customers by us could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer. The timing of
the conversions or deconversions of card portfolios could also affect the amount and timing of our revenues and expenses.
A significant amount of our Issuer Solutions segment revenues is derived from long-term contracts with large financial institutions and other financial service providers.
The financial position of these customers and their willingness to pay for our services are affected by general market conditions, competitive pressures and operating margins
within their industries. When our long-term contracts near expiration, the renewal or renegotiation of the contract presents our customers with the opportunity to consider other
providers, transition all or a portion of the services we provide in-house or seek lower rates for our services. Additionally, as we modernize the technology platform we use to
deliver services, some Issuer Solutions customers may not be agreeable to our modernization efforts and may choose to end their contracts prematurely, or not renew their
contracts as a result. The loss of our contracts with existing customers or renegotiation of contracts at reduced rates or with fewer services could have a material adverse effect
on our business, financial condition, results of operations and cash flows. 
In addition, the timing of the conversion of card portfolios of new payment processing customers to our processing systems and the deconversion of existing customers to
other systems could affect the amount and timing of our revenues and expenses. Due to a variety of factors, conversions and deconversions may not occur as scheduled, and this
may have a material adverse effect on our business, financial condition, results of operations and cash flows.
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We incur chargeback losses when our merchants refuse or cannot reimburse us for chargebacks resolved in favor of their customers. Any increase in chargebacks not
paid by our merchants could adversely affect our business, financial condition, results of operations and cash flows.
In the event a dispute between a cardholder and a merchant is not resolved in favor of the merchant, the transaction is normally charged back to the merchant and the
purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect such amounts from the merchant's account or reserve account (if applicable), or if
the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we may bear the loss for the amount of the refund paid to the
cardholder. The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than delivering goods or rendering
services at the time of payment. We may experience significant losses from chargebacks in the future. Any increase in chargebacks not paid by our merchants could have a
material adverse effect on our business, financial condition, results of operations and cash flows. We have policies to manage merchant-related credit risk and attempt to
mitigate such risk by requiring collateral and monitoring transaction activity. Notwithstanding our programs and policies for managing credit risk, it is possible that a default on
such obligations by one or more of our merchants could have a material adverse effect on our business.
Fraud by merchants or others and losses from overdrawn cardholder accounts could have an adverse effect on our business, financial condition, results of operations
and cash flows.
We have potential liability for fraudulent digital payment transactions or credits initiated by merchants or others. Criminals are using increasingly sophisticated methods to
engage in illegal activities, such as counterfeiting and fraud. Failure to effectively manage risk and prevent fraud could increase our chargeback losses or cause us to incur other
liabilities. It is possible that incidents of fraud could increase in the future. Increases in chargebacks or other liabilities could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
As of December 31, 2024, our allowance for credit losses increased to $24.7 million from $19.0 million as of December 31, 2023, a 30% increase. The accompanying
consolidated financial statements reflect management’s estimates and assumptions related to allowances for transaction and credit losses utilizing the most currently available
information. Actual losses could differ materially from those estimates.
Increases in card network fees may result in the loss of customers and/or a reduction in our earnings.
 
From time to time, the card networks, including Visa and Mastercard, increase the fees that they charge processors. We often pass these increases along to our merchant
customers; however, if merchants do not accept these increases, this strategy might result in the loss of customers to our competitors, thereby reducing our revenues and
earnings. If competitive practices prevent us from passing along the higher fees to our merchant customers in the future, we may have to absorb all or a portion of such
increases, thereby reducing our earnings.
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The integration and conversion of our acquired operations or other future acquisitions, if any, could result in increased operating costs if the anticipated synergies
from the combination are not achieved, a loss of strategic opportunities if management is distracted by the integration process and a loss of customers if our service levels
drop during or following the integration process.
The acquisition, integration, and conversion of businesses and the formation or operation of alliances or joint ventures and other partnering arrangements involve a
number of risks. Core risks are in the area of valuation (negotiating a fair price for the business based on, in certain cases, limited diligence) and integration and conversion
(managing the complex process of integrating the acquired company's people, services, information security and technology and other assets to realize the projected value of the
acquired company and the synergies projected to be realized in connection with the acquisition). In addition, international acquisitions, joint ventures and alliances often involve
additional or increased risks, including, for example: managing geographically separated organizations, systems, and facilities; integrating personnel with diverse cultural and
business backgrounds and organizational cultures; complying with foreign regulatory requirements; fluctuations in currency exchange rates; enforcement of intellectual
property rights in some foreign countries; difficulty entering new foreign markets due to, among other things, regulatory licensure, customer acceptance and business
knowledge of those new markets; and general economic and political conditions. See “—Risks Related to General Economic Conditions—We are subject to economic and
geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of consumer, business and government
spending, which could adversely affect our business, financial condition, results of operations and cash flows.” for further information about how general economic conditions
could adversely affect our business, financial condition, results of operations and cash flows.
If the integration and conversion process does not proceed smoothly, the following factors, among others, could reduce our revenues and earnings, increase our operating
costs and result in us not achieving projected synergies:
•
If we are unable to successfully integrate the benefits plans, duties and responsibilities, and other factors of interest to the management and employees of the acquired
business, we could lose employees to our competitors in the region, which could significantly affect our ability to operate the business effectively and complete the
integration;
•
If the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers to our competitors;
•
The acquisition or joint venture may otherwise cause disruption to, as applicable, the acquired company’s or our joint venture partners' business and operations and
relationships with financial institution sponsors, customers, merchants, employees and other partners;
•
The acquisition or joint venture and the related integration could divert the attention of our management from other strategic matters;
•
The data security, cybersecurity and operational resilience posture of the acquired entities, joint ventures or companies we invest in or partner with, may not be
adequate and may be more susceptible to a system failure, service disruption or cybersecurity incident or attack; and
•
The costs related to the integration of the acquired business and operations into ours may be greater than anticipated.
Our inability to complete certain dispositions or the effects of disposing a business could have a material adverse effect on our business, financial condition and
results of operations.
From time to time, we may dispose of businesses that do not meet our strategic objectives.
We may not be able to complete planned or desired dispositions on terms favorable to us. Losses on the sales of, or lost operating income from, those businesses could
negatively affect our profitability and margins. Moreover, we have incurred and in the future may incur asset impairment charges related to potential dispositions that reduce
our profitability.
Our disposition activities may also present financial, managerial, and operational risks. Those risks include diversion of management attention from our other businesses,
difficulties separating personnel and systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and
customers and indemnities and potential disputes with the buyers. Any of these factors could adversely affect our business, financial condition and results of operations.
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We may not realize the anticipated growth benefits and cost savings from, or our business may be disrupted by, our business transformation and reorganization
activities. Any of the foregoing could adversely affect our business, financial condition and results of operation.
We are streamlining and simplifying our strategy, organization and operating environment through a transformation program to deliver a global unified operating
company. These transformation activities began in the third quarter of 2024, and are expected to continue over the next few years. Our strategic initiatives may not deliver the
expected benefits within the anticipated timeframes. In addition, these efforts may disrupt our business activities, which could adversely affect our business, financial condition
and results of operation.
Our ability to achieve the anticipated benefits from these actions within the expected timeframe is subject to many estimates and assumptions, some of which are beyond
our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of
operation could be adversely affected.
Our business may be affected by current and future laws and regulations governing the development, use and deployment of AI technologies, as well as potentially
related private litigation.
Our development and use of AI technology in our operations remains in the early phases. While we intend to develop and use AI responsibly and attempt to mitigate
ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving these issues before they arise. AI technologies are complex and
rapidly evolving, and the technologies that we develop or use may ultimately be flawed. Moreover, AI technology is subject to rapidly evolving domestic and international laws
and regulations, which could impose significant costs and obligations on us. As a result, our ability to leverage AI could be restricted by significant costs and costly legal
requirements, which could adversely affect our business, financial condition and results of operations.
Legal, Regulatory Compliance and Tax Risks
Our business is subject to government regulation and oversight. Any new implementation of or changes made to laws, regulations or other industry standards
affecting our business in any of the geographic regions in which we operate may require significant development and compliance efforts or have an unfavorable effect on
our ability to continue to offer certain services, which could adversely affect our business, financial condition, results of operations and cash flows.
As a payments technology company, our business is affected by laws and complex regulations and examinations that affect us and our industry in the countries in which
we operate. Regulation and proposed regulation of the payments industry have continued to increase significantly in recent years. Failure to comply with regulations or
guidelines may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of civil and criminal
penalties, including fines, or may cause customers or potential customers to be reluctant to do business with us, any of which could have an adverse effect on our financial
condition.
Interchange fees are subject to intense legal, regulatory and legislative scrutiny worldwide. For instance, the Dodd-Frank Act restricts the amounts of debit card fees that
certain issuing institutions can charge merchants and allows merchants to set minimum amounts for the acceptance of credit cards and to offer discounts for different payment
methods. These types of restrictions could negatively affect the number of debit transactions, which would adversely affect our business. The Dodd-Frank Act also created the
CFPB, which has responsibility for enforcing federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any
nonbank financial company, like us, should be supervised by the Board of Governors of the Federal Reserve on the ground that it is "systemically important" to the U.S.
financial system. Any such designation would result in increased regulatory burdens on our business, which increases our risk profile and may have an adverse effect on our
business, financial condition, results of operations and cash flows.
Additionally, interchange and/or other processing fees have recently become the subject of newly enacted and/or proposed new legislation that seeks to limit the
application of interchange and/or other processing fees to portions of transactions processed via credit or debit. Such legislation would add significant complexity to existing
systems and processes and/or would require code development and technological changes, the cost of which may not be recouped. The inability to apply interchange and/or
other processing fees to portions of transactions could negatively affect the economic opportunity associated with such transactions and result in an adverse effect to our
business, financial condition, results of operations and cash flows.
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Because we directly or indirectly offer or provide financial services to consumers, we are subject to prohibitions against unfair, deceptive, or abusive acts or practices
under the Dodd-Frank Act. More generally, all persons engaged in commerce, including, but not limited to, us and our merchant and financial institution customers, are subject
to Section 5 of the FTC Act prohibiting unfair or deceptive acts or practices ("UDAP"). We also have businesses that are subject to credit reporting and debt collection laws and
regulations in the U.S. Various federal and state regulatory enforcement agencies, including the FTC, the CFPB and the states’ attorneys general, may seek to take action against
nonbanks that engage in UDAP or violate other laws, rules or regulations and, to the extent we are in violation of these laws, rules or regulations or are processing payments for
a merchant that may be in violation of these laws, rules or regulations, we may be subject to enforcement actions and as a result may incur losses and liabilities.
We are also subject to examination by the FFIEC as a result of our provision of data processing services to financial institutions. As the regulatory environment remains
unpredictable and subject to rapid change, new obligations could increase the cost and complexity of compliance. Evolving regulations also increase the risk of investigations,
fines, nonmonetary penalties and litigation. Because of our services in relation to the banking industry, much of our business is obligated, either under law or via contracts with
our customers, to comply with anti-money laundering regulations. Noncompliance with these regulations could lead to substantial regulatory fines and penalties or damages
from private causes of action. The effect of such regulations could adversely affect our business, financial condition, results of operations and cash flows.
In addition, we and our sponsor financial institutions are subject to the laws and regulations enforced by the Office of Foreign Assets Control, which prohibit U.S. persons
from engaging in transactions with certain prohibited persons or entities. Similar requirements apply in other countries. Furthermore, certain of our businesses are regulated as
money transmitters or otherwise require licensing in one or more states or jurisdictions, subjecting us to various licensing, supervisory and other requirements.
Continuing developments in privacy and data protection regulation globally, combined with the rapid pace of technology innovation, have created risks and operational
challenges for many of our business activities as described in "Item 1 - Business" of this Annual Report on Form 10-K. It is possible that these laws may be interpreted and
applied in a manner that is inconsistent with our data privacy practices or operations model, which could result in potential fines, damages or a need to incur substantial costs to
modify our operations. Compliance with these laws and regulations can be costly and time consuming, adding a layer of complexity to business practices and innovation. Our
failure to comply could result in public or private enforcement action and accompanying litigation costs, losses, fines and penalties, which could adversely affect our business,
financial condition, results of operations and cash flows.
In addition, U.S. banking agencies and the SEC have adopted or proposed enhanced cybersecurity risk management rules and/or standards that could apply to us and our
financial institution clients and that address cybersecurity risk governance and management, management of internal and external dependencies, and incident response, cyber
resilience and situational awareness. Several states and foreign countries also have adopted or proposed new privacy and cybersecurity laws covering these issues. Legislation
and regulations on cybersecurity, data privacy and data localization may compel us to enhance or modify our systems, invest in new systems or alter our business practices or
our policies on data governance, security and privacy. If any of these laws, rules or standards are applicable to us, our operational costs could increase significantly.
The rise in the use of generative AI has dramatically altered the corporate landscape. Incorporating AI, including machine learning technologies, into our businesses
presents numerous risks and uncertainties. Furthermore, the global regulatory framework has not kept pace with the rapid developments in generative AI technology which has
created uncertainties regarding compliance with applicable laws, rules and regulations. Aside from legal considerations regarding the development and deployment of AI
technology, ethical considerations also exist given the potential risk of generating misleading or harmful content. The unpredictable nature of AI-generated content further
amplifies the risk of unintended consequences and biases. Additionally, without clear requirements to explain AI-generated content and/or the data used to train AI models,
there is a risk of intellectual property disputes, including those involving the protection or infringement of AI-generated content. We are exploring opportunities to expand our
portfolio with AI capabilities to strengthen our market position, expand our teams' technological capabilities, and enhance our customers' experiences. If we are unsuccessful in
doing so, we may have a competitive disadvantage in developing new solutions and operating our business, and, as a result, our customers may prefer different solutions. See
"—Risks Related to Our Business Model and Operations—Our business may be affected by current and future laws and regulations governing the development, use and
deployment of AI technologies, as well as potentially related private litigation” for further information about the risks of the use and deployment of AI technologies.
Changes to laws and regulations, or interpretation or enforcement thereof, even if we are not involved, may adversely affect our business by requiring significant efforts to
change our systems and services requiring changes to how we price our services to customers. We may have difficulty aligning our operations to comply with varying or
conflicting laws, rules and regulations. A failure to comply with laws, rules and regulations, even if inadvertent, and social expectations of corporate fairness relating to AI,
could damage our business or our reputation.
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New or revised tax regulations, unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect our tax expense.
Changes in tax laws or their interpretations could result in changes to enacted tax rates and may require complex computations to be performed that were not previously
required, significant judgments to be made in interpretation of the new or revised tax regulations and significant estimates in calculations, as well as the preparation and analysis
of information not previously relevant or regularly produced. Future changes in enacted tax rates could adversely affect our business, financial condition, results of operations
and cash flows.
In 2024, additional jurisdictions globally 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
are 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. 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.
Our tax returns and positions are subject to review and audit by federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result
in higher tax expense, thereby adversely affecting our business, financial condition, results of operations and cash flows. We exercise significant judgment and make estimates
that we believe to be reasonable in calculating our worldwide provision for income taxes and other tax liabilities. However, relevant tax authorities may disagree with our
estimates, interpretations or tax treatment of certain material items. Failure to sustain our position in these matters could adversely affect our business, financial condition,
results of operations and cash flows.
Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.
We operate in a rapidly changing industry. Accordingly, our current risk management policies and procedures may not be fully effective in identifying, monitoring and
managing our risks. If our policies and procedures are not fully effective, or if we are not always successful in identifying and mitigating all risks to which we are or may
become exposed, we may suffer uninsured liability, harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
Financial Risks
We are subject to risks associated with changes in interest rates or currency exchange rates and may not effectively hedge against these risks, which could adversely
affect our business, financial condition, results of operations and cash flows.
A portion of our indebtedness bears interest at a variable rate, and we may incur additional variable-rate indebtedness in the future. Elevated interest rates could increase
our cost of debt, and reduce our operating cash flows, limit options to refinance existing debt on favorable terms or at all, and could hinder our ability to fund our operations,
capital expenditures, acquisitions or joint ventures, share repurchases or dividends.
We are also subject to risks related to the changes in currency exchange rates as a result of our investments in foreign operations and from revenues generated in
currencies other than our reporting currency, the U.S. dollar. Revenues and profits generated by international operations will increase or decrease compared to prior periods as a
result of changes in currency exchange rates. Volatility in currency exchange rates has affected and may continue to affect our financial results.
In certain of the jurisdictions in which we operate, we may become subject to exchange control regulations that might restrict or prohibit the conversion of our foreign
currencies into U.S. dollars or limit our ability to freely move currency in or out of particular jurisdictions. The occurrence of any of these factors could decrease the value of
revenues we receive from our international operations and have a material adverse effect on our business, financial condition, results of operations and cash flows.
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We may seek to reduce our exposure to fluctuations in interest rates or currency exchange rates through the use of hedging arrangements. To the extent that we hedge our
interest rate or currency exchange rate exposures, we forgo the benefits we would otherwise experience if interest rates or currency exchange rates were to change in our favor.
Developing an effective strategy for dealing with movements in interest rates and currency exchange rates is complex, and no strategy can completely insulate us from risks
associated with such fluctuations. In addition, a counterparty to the arrangement could default on its obligation, thereby exposing us to credit risk. We may have to repay certain
costs, such as transaction fees or breakage costs, if we terminate these arrangements.
A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs.
We currently maintain investment credit ratings with nationally recognized statistical rating organizations. Unfavorable changes in the ratings that these rating agencies
assign to our debt may ultimately negatively affect our access to the debt capital markets and increase the costs we incur to borrow funds. If ratings for our debt fall below
investment grade, our access to the capital markets could become restricted, and our relationships with certain customers of our Issuer Solutions segment could also be affected.
Future tightening in the credit markets and a reduced level of liquidity in many financial markets due to turmoil in the financial and banking industries could affect our access to
the debt capital markets or the price we pay to issue debt. Additionally, our revolving credit facility includes an increase in interest rates if the ratings for our debt are
downgraded. 
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect
on our business.
 
Section 404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal control over financial reporting as of the end of each year and to
include a management report assessing the effectiveness of our internal control over financial reporting in our annual report. If we fail to maintain the adequacy of our internal
controls, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. Furthermore, this assessment may be complicated
by any acquisitions we have completed or may complete.
In certain markets, including, without limitation, China, Greece and Spain, our member sponsors perform payment processing operations and related support services
pursuant to services agreements. We expect that the member sponsors will continue to provide these services until such time as we may integrate these functions into our
operations. Accordingly, we rely on our member sponsors to provide financial data, such as amounts billed to merchants, to assist us with compiling our accounting records. As
such, our internal control over financial reporting could be materially affected, or is reasonably likely to be materially affected, by the internal control and procedures of our
member sponsors in these markets. 
While we continue to dedicate resources and management time to ensure that we have effective internal control over financial reporting, failure to achieve and maintain an
effective internal control environment could have a material adverse effect on our ability to timely generate accurate financial statements in conformity with accounting
principles generally accepted in the United States, and, resultingly, on the market's perception of our business and on our stock price.
Intellectual Property Risks
We may not be able to successfully manage our intellectual property and may be subject to infringement claims.
We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our proprietary technology. Despite our
efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may develop software or technology that competes with ours.
Our competitors may independently develop similar technology, duplicate our services or design around our intellectual property rights. We may have to litigate to enforce and
protect our intellectual property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive and could cause a diversion of
resources and may not prove to be successful. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our
business and ability to compete.
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We may also be subject to costly litigation in the event our services and technology are alleged to infringe upon another party’s proprietary rights. Third parties may have,
or may eventually be issued, patents that could be infringed by our services or technology. Any of these third parties could make a claim of infringement against us with respect
to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Any such claims and any resulting
litigation could subject us to significant litigation costs and potential liability for damages. An adverse determination in any litigation of this type could limit our ability to use
the intellectual property subject to these claims and require us to design around a third party’s intellectual property, which may not be possible, or to license alternative
technology from another party, which may be costly. In addition, such litigation is often time consuming and expensive to defend and could divert the time and attention of our
management and employees from other strategic matters.
Risks Related to Our Capital Structure
Our substantial indebtedness could adversely affect us and limit our business flexibility.
We have a significant amount of indebtedness and may incur other debt in the future. Our level of debt and the covenants to which we agreed could have negative
consequences for us, including, among other things, (1) requiring us to dedicate a large portion of our cash flow from operations to servicing and repayment of such debt; (2)
limiting funds available for strategic initiatives and opportunities, working capital and other general corporate needs; and (3) limiting our ability to incur certain kinds or
amounts of additional indebtedness, which could restrict our flexibility to react to changes in our business, our industry and economic conditions.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things, to seek additional financing in
the debt or equity markets, refinance or restructure all or a portion of our existing indebtedness, sell selected assets or reduce or delay planned capital, operating or investment
expenditures. Such measures may not be sufficient to enable us to service our debt, which could result in us defaulting on our obligations.
We may not be able to raise additional funds to finance our future capital needs.
We may need to raise additional funds to finance our future capital needs, including developing new services and technologies or to fund future acquisitions or operating
needs. If we raise additional funds through the sale of equity securities, these transactions could dilute the value of our outstanding common stock. We may also decide to issue
securities, including debt securities that have rights, preferences and privileges senior to our common stock. We may not be able to raise additional funds on terms favorable to
us or at all. If financing is not available or is not available on acceptable terms, we may be unable to fund our future needs. This may prevent us from increasing our market
share, capitalizing on new business opportunities or remaining competitive in our industry. In addition, adverse economic conditions or any downgrades in our credit ratings
could affect our ability to obtain additional financing in the future and could negatively affect the terms of any such financing.
Our balance sheet includes significant amounts of goodwill and other intangible assets. The impairment of a portion of these assets could adversely affect our
business, financial condition and results of operations.
As a result of our acquisitions, a significant portion of our total assets are intangible assets (including goodwill). Goodwill and intangible assets, net of amortization,
together accounted for approximately 75% of our total assets as of December 31, 2024. We expect to engage in additional acquisition or joint venture activity from time to time,
which may result in our recognition of additional intangible assets, including goodwill. We evaluate on a regular basis whether all or a portion of our goodwill and other
intangible assets may be impaired. Under current accounting rules, any determination that impairment has occurred would require us to record an impairment charge, which
would negatively affect our earnings. An impairment of a portion of our goodwill or other intangible assets could have a material adverse effect on our business, financial
condition and results of operations.
We may not be able to, or we may decide not to, pay dividends or repurchase shares at a level anticipated by our shareholders, which could reduce shareholder
returns.
 
The extent to which we pay dividends on our common stock and repurchase our common stock in the future is at the discretion of our board of directors and will depend
on, among other factors, our financial condition, results of operations, capital requirements and such other factors as our board of directors deems relevant. No assurance can be
given that we will be able to or will choose to continue to pay dividends or repurchase shares in the foreseeable future.
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Risks Related to General Economic Conditions
We are subject to economic and geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of
consumer, business and government spending, which could adversely affect our business, financial condition, results of operations and cash flows.
The global payments technology industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic
conditions, including but not limited to, recessions, inflation, rising interest rates, high unemployment, currency fluctuations, and rising energy prices, that adversely affect
consumer confidence, discretionary income and changes in consumer purchasing and spending habits. Adverse economic conditions have at times affected, and may continue to
adversely affect, our financial performance by reducing the number or average purchase amount of transactions made using digital payments. A reduction in the level of
consumer spending could result in a decrease in our revenues and profits. If our customers make fewer sales to consumers using digital payments, or consumers using digital
payments spend less per transaction, we will have fewer transactions to process or lower transaction amounts, each of which would contribute to lower revenues. Moreover,
competitors may respond to market conditions by lowering prices and attempting to lure away our customers to lower-cost solutions. Additionally, credit card issuers may
reduce credit limits and become more selective in their card issuance practices. When such conditions arise, we evaluate where we may be able to implement cost-saving
measures, including those related to headcount and discretionary expenses.
Adverse macroeconomic conditions in any of our markets could force merchants, financial institutions or other customers to cease operations or petition for bankruptcy
protection, resulting in lower revenue and earnings for us and greater exposure to potential credit losses and future transaction declines. We also have a certain amount of fixed
costs, including rent, debt service, and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy. Changes in
economic conditions could also adversely affect our future revenues and profits and have a material adverse effect on our business, financial condition, results of operations and
cash flows.
In most of the markets in which we operate, we collect fees from our merchants on the first day after the monthly billing period, which results in the build-up of
substantial receivables from our customers. If a merchant were to go out of business during the billing period, we may be unable to collect such fees, which could also adversely
affect our business, financial condition, results of operations and cash flows.
In addition, our business, growth, financial condition or results of operations could be materially adversely affected by public health emergencies, political and economic
instability or changes in a country’s or region’s economic conditions, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a
change in government or otherwise, increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action by the
United States or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities.
Risks associated with heightened geopolitical and economic instability, include among others, reduction in consumer, government or corporate spending, international
sanctions, embargoes, tariffs, heightened inflation and actions taken by central banks to counter inflation, volatility in global financial markets, increased cyber disruptions or
attacks, higher supply chain costs and increased tensions between countries in which we may operate, which could result in charges related to the recoverability of assets,
including financial assets, long-lived assets and goodwill, and other losses, and could adversely affect our business, financial condition and results of operations.
Investor and other stakeholder scrutiny related to our sustainability practices, and our disclosed performance and aspirations for these practices, may increase costs
and expose us to numerous risks.
Climate-related events, including extreme weather events and natural disasters and their effects on critical infrastructure in the U.S. or internationally, could have adverse
effects on our operations, customers or third-party suppliers. Furthermore, our shareholders, customers and other stakeholders have begun to consider how corporations are
addressing sustainability matters, which include environmental and corporate responsibility issues. Government regulators, investors, customers and the general public are
increasingly focused on sustainability practices and disclosures, and views on this topic are diverse and rapidly changing. Furthermore, developing and acting on these
initiatives, and collecting, measuring and reporting related information and metrics can be costly, difficult and time consuming, and are subject to evolving reporting standards
and/or contractual obligations. The standards and laws by which sustainability efforts are tracked and measured are in many cases new, have not been harmonized, and continue
to evolve.
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We could also face potential negative publicity if shareholders, customers, partners, government entities or other stakeholders determine that we have not adequately
considered or addressed sustainability and governance matters or to the extent we are perceived to have not responded appropriately to their concerns or take positions that are
contrary to their views or expectations. We have been the recipient of proposals from shareholders to promote their corporate responsibility positions, and we may receive other
such proposals in the future. Such proposals may not be in our long-term interests or the interests of our shareholders and may divert management’s and our employees'
attention away from operational or other strategic matters or create the impression that our practices are inadequate.
General Risk Factors
If we lose key personnel or are unable to attract and hire additional qualified personnel as we grow, our business could be adversely affected.
All of our businesses function at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide ranging set of
expertise and intellectual capital. To successfully compete and grow, we must recruit, develop, retain and motivate personnel who can provide the needed expertise across the
entire spectrum of intellectual capital needs. In addition, we must develop our personnel to fulfill succession plans capable of maintaining continuity in the midst of the
inevitable unpredictability of human capital. However, the market for qualified personnel is extremely competitive, and we may not succeed in recruiting additional personnel or
may fail to effectively replace current personnel who depart with qualified or effective successors, including key personnel, such as executive officers. Failure to retain, develop
or attract key personnel could disrupt our operations and future growth and success, which could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our
business, financial condition, results of operations and cash flows.
We are, from time to time, involved in various litigation matters and governmental or regulatory investigations or similar matters arising out of our current or future
business. Our existing insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual
outcome, may harm our reputation. Litigation could be costly, time-consuming and divert attention of our management and employees from daily operational needs.
Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate
judgments or settlements, costs or fines in any pending or future litigation or investigation significantly exceed our insurance coverage, such judgments could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
ITEM 1C - CYBERSECURITY
Processes for the Identification, Assessment, and Management of Material Risks from Cybersecurity Threats
Although Global Payments is unable to eliminate all risks associated with cybersecurity threats, and we cannot provide full assurance that our cybersecurity risk
management processes will be fully complied with or effective, we have adopted policies and procedures that are designed to facilitate the identification, assessment, and
management of those risks, including any such risks that have the potential to be material.
We use multiple mechanisms to identify risks associated with cybersecurity threats, including, but not limited to, the following:
•
Our information security program describes three levels of risk assessment exercises to be performed or obtained on a periodic basis by the Information Security
function, ranging from enterprise-level to system-level risk assessments;
•
Our Information Security function also includes a threat intelligence team that performs continual threat monitoring activities;
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•
Our Operations and Technology Solutions functions include teams that provide risk review, architectural review, security advisory and application testing services in
connection with the development of new solutions, applications and integrations with the potential to create new information technology or information security risks;
•
Our Internal Audit function performs annual reviews designed to evaluate selected systems’ compliance with our information security program and/or recognized
external control frameworks;
•
Independent consultants and auditors evaluate selected systems and applications on an annual basis; and
•
All team members are empowered to submit self-identified information security risks for analysis by our internal risk management professionals.
Cybersecurity risks identified through any of the foregoing mechanisms and submitted to our governance, risk, and compliance platform are assessed by our internal risk
management professionals, in collaboration with appropriate subject-matter experts ("SMEs"), pursuant to standards established by our Enterprise Risk Management ("ERM")
organization. Our internal risk management professionals work with the SMEs and other stakeholders to establish remediation plans for identified information security risks and
to determine when risk acceptance might be a reasonable and appropriate solution. Issues relating to cybersecurity identified by Internal Audit are reported to the Technology
Committee of our board of directors ("Technology Committee").
We manage risks associated with cybersecurity threats first and foremost through our information security program. We have implemented a comprehensive, layered
security approach, across our computing environment, that is designed to facilitate the reduction of cybersecurity risk through the establishment of technical, physical and
administrative controls oriented towards the maintenance of the confidentiality, integrity and availability of our information and technical assets. The structure of the
information security program is informed by the National Institute of Standards and Technology Cybersecurity Framework, and the program includes controls designed to
facilitate the compliance of our cardholder data environments with the PCI DSS.
The information security program is under the responsibility of the Chief Information Security Officer ("CISO"), while governance and oversight is provided by the
Technology Committee as set forth in the Technology Committee Charter. The CISO is responsible for assessing and managing risk from cybersecurity threats, as well as the
strategy, execution and administration of the program, and reports directly to the Chief Information Officer ("CIO"), while also maintaining reporting lines to the Technology
Committee, its chair and the full board of directors.
Our CIO has over 25 years of experience specializing in cloud migrations, launching innovative software products and advanced analytics as well as building high-
performance development organizations. Our CISO has over 25 years of leadership experience managing global information technology, information security and IT
infrastructure and operations.
We have also established a Management Risk Committee ("MRC"), composed primarily of executive management, which meets regularly and is responsible for
identifying, assessing, prioritizing and monitoring action plans to mitigate key risks.
Lastly, our ERM organization, under the supervision of the Chief Risk Officer, leads our efforts to consider and assess threats to us and the risks that result therefrom,
including cybersecurity threats and related risks. With support from the Information Security, Legal and the Privacy Office teams, our ERM organization conducts periodic
evaluations of our information security posture, manages regular meetings with the executive leadership team to discuss risk levels across the Company, and maintains and
monitors risk tolerances and escalation criteria that drive executive and the board of director communications, as further described in our disclosures related to the board of
directors oversight of material risks associated with cybersecurity threats.
To encourage alignment on risk identification, assessment, and management objectives throughout all levels of the Company, we have implemented a security education
and awareness program that is designed to reinforce key behaviors that facilitate risk reduction and inform team members about the material cybersecurity risks facing our
organization. We also include periodic training on information security to the board of directors.
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Identification, Assessment, and Management of Third-Party Cybersecurity Risks
We have designed our risk identification, assessment and management processes and procedures to account for cybersecurity risks associated with our use of third-party
service providers. In addition to performing periodic assessments of vendors that include evaluating those vendors for cybersecurity risks, we endeavor to reduce supply chain
cybersecurity risks by: (1) seeking to impose contractual requirements on our counterparties related to the use and security of personal data and other confidential information,
as well as compliance with applicable privacy and security laws, wherever required by law to do so; and (2) requiring new software integrations and connectivity with vendors
to undergo an architectural review process that involves consultation with the information security function and other relevant stakeholders. Moreover, critical vendors receive
periodic comprehensive risk assessments conducted by the vendor management office (a team within the ERM organization), in collaboration with Information Security and our
Business Resiliency Governance ("BRG") team, that include a focus on the vendor’s cybersecurity practices.
Evaluation, Categorization, and Escalation of Cybersecurity Incidents
Our information security program includes an incident response plan, which establishes (1) a framework for classifying security incidents according to their severity level,
taking into account the nature and scope of the incident; and (2) protocols for the escalation of incidents, including to the attention of the Technology Committee as appropriate.
The incident response plan is approved annually by the board of directors. We maintain a Global Security Operations Center ("GSOC"), staffed 24/7, and a Global Critical
Incident Management ("GCIM") team, and the roles and responsibilities of the GSOC and GCIM in the incident response context are established by the incident response plan,
as well as in associated playbooks and other procedural documentation. On an annual basis, we retain an outside consultant to develop and administer a simulation of a
cybersecurity incident designed to test our response capabilities and capacity for effective cross-functional coordination in the wake of an incident and to inform management
and the Technology Committee of the results of the exercise. We maintain a business resiliency program, overseen by the BRG team, that is designed to facilitate our ability to
respond, recover and resume services in the event of an incident that causes an operational disruption.
Discussion of Material Cybersecurity Risks and Incidents
We have not experienced any material cybersecurity incidents in the past calendar year and the expenses we have incurred from cybersecurity incidents during that period
were immaterial. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us,
including our operations, business strategy, results of operations or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to
materially affect us, including our operations, business strategy, results of operations or financial condition. For a full discussion of cybersecurity risks, see the section entitled
"Risk Factors" in Item 1A.
Board and Management Oversight of Risks Associated with Cybersecurity Threats
The Technology Committee provides the board of director-level oversight of our information technology and information security practices and cyber-risk profile and
serves as a liaison between our board of directors and the CISO with respect to such matters. The Technology Committee reviews our key initiatives and practices relating to
information technology, information security, cybersecurity, disaster recovery, business continuity, data privacy and data governance, and monitors compliance with regulatory
requirements and industry standards. The Technology Committee helps to ensure that our strategic business goals are aligned with our technology strategy and infrastructure
and that management has adequate support for our internal technology and information security needs.
At every regular meeting of the Technology Committee, the CISO provides the Technology Committee with updates and changes to the state, strategy and risks related to
the information security program as well as other security news and topics. Further, the Technology Committee and Audit Committee of the board of directors receive quarterly
reports from the Chief Risk Officer regarding our risk exposure related to significant information technology and information security practices.
The CISO and CIO meet regularly with the chair of the Technology Committee outside of committee meetings. In addition, the board of directors regularly receives
information about these topics from the chair of the Technology Committee, the CIO, and management, and the board of directors is apprised directly of incidents as
appropriate, pursuant to our incident response plan.
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ITEM 2 - PROPERTIES
We have properties located within the various global geographic markets in which we conduct business. Our properties include office space and data centers, most of
which we lease. We believe that all of our properties are suitable and adequate for our business as presently conducted. See "Note 7—Leases" in the notes to the accompanying
consolidated financial statements for further discussion of our leases.
ITEM 3 - LEGAL PROCEEDINGS
 
We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, that 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.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February 6, 2025, there were 11,109 shareholders of record.
On January 30, 2025, our board of directors declared a cash dividend of $0.25 per share payable on March 28, 2025 to common shareholders of record as of March 14,
2025. We expect to continue paying quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of our board of
directors and will depend upon various factors, including our operating results, financial condition and capital requirements.
Equity Compensation Plan Information
The information regarding our compensation plans under which equity securities are authorized for issuance is set forth in "Item 12—Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters" of this Annual Report on Form 10-K.
Stock Performance Graph
The following graph compares our cumulative total shareholder returns with the Standard & Poor's ("S&P") 500 Index and the S&P 500 Financials Index for the years
ended December 31, 2024, 2023, 2022, 2021 and 2020. The line graph assumes the investment of $100 in our common stock, the S&P 500 Index and the S&P 500 Financials
Index on December 31, 2019 and assumes reinvestment of all dividends.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURNS*
Among Global Payments Inc., the S&P 500 Index and the S&P 500 Financials Index
*$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31
Copyright© 2025 Standard & Poor's, a division of S&P Global. All rights reserved.
Global
Payments
S&P 500 
Index
S&P 500
Financials Index
December 31, 2019
$
100.00 
$
100.00 
$
100.00 
December 31, 2020
$
118.53 
$
118.40 
$
98.31 
December 31, 2021
$
74.78 
$
152.39 
$
132.75 
December 31, 2022
$
55.41 
$
124.79 
$
118.77 
December 31, 2023
$
71.49 
$
157.59 
$
133.20 
December 31, 2024
$
63.65 
$
197.02 
$
173.90 
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the year ended December 31, 2024.
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Issuer Purchases of Equity Securities
Information about the shares of our common stock that we repurchased during the quarter ended December 31, 2024 is set forth below:
Period
Total Number of
Shares Purchased 
Average Price Paid per
Share, excluding
commission
Total Number of Shares
Purchased 
as Part of Publicly Announced
Plans or Programs
Maximum Number (or
Approximate
Dollar Value) of Shares that
May Yet Be
Purchased Under the Plans or
Programs 
(in millions)
October 1-31, 2024
4,849,314 
$
112.76 
4,846,037 
$
— 
November 1-30, 2024
1,754 
111.73 
— 
— 
December 1-31, 2024
931,701 
113.79 
910,515 
— 
Total
5,782,769 
$
114.04 
5,756,552 
$
1,850.0 
Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated
share repurchase plans, discretionary open-market purchases or privately negotiated transactions.
During the quarter ended December 31, 2024, pursuant to our employee incentive plans, we withheld 26,217 shares at an average price per share of $115.05 in order to
satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.
On October 24, 2024, we announced that our board of directors approved an increase to our existing share repurchase program authorization, which raised the total
available authorization to $2.5 billion. As of December 31, 2024, the approximate dollar value of shares that may yet be purchased under our share repurchase program
was $1,850.0 million. The authorization by our board of directors does not expire but could be revoked at any time. In addition, we are not required by the board's
authorization or otherwise to complete any repurchases by any specific time or at all.
ITEM 6 - RESERVED
 
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 8 - Financial Statements and
Supplementary Data" of this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements about our plans and expectations of what may
happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our
actual results could differ materially from the results anticipated by our forward-looking statements as a result of many known and unknown factors, including, but not limited
to, those discussed in "Item 1A - Risk Factors" of this Annual Report on Form 10-K. See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1
- Business" of this Annual Report on Form 10-K.
We operate in two reportable segments: Merchant Solutions and Issuer Solutions. During the second quarter of 2023, we completed the sale of the consumer portion of our
Netspend business, which comprised our former Consumer Solutions segment. Our consolidated financial statements include the results of our former Consumer Solutions
segment for periods prior to disposition. See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information
about our segments.
Discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 that have been omitted under this item can
be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2023, which was filed with the United States Securities and Exchange Commission on February 14, 2024.
 
(1)
(2)
(1)
(2)
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Executive Overview
 
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.
We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions, infrastructure to support our growing business and the
ongoing consolidation and enhancement of our operating platforms. 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 business transformation activities, such as combining business operations,
streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.
We have furthered our business strategy through the following key transactions during 2024:
•
We completed the sale of AdvancedMD, Inc. ("AdvancedMD") 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 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.
•
Our capital structure initiatives during 2024 included the issuance of $2.0 billion in aggregate principal amount of 1.500% convertible 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.
Highlights related to our results of operations for the year ended December 31, 2024 include the following:
•
Consolidated revenues for the year ended December 31, 2024 increased to $10,105.9 million, compared to $9,654.4 million for the prior year. The increase in
consolidated revenues was primarily due to growth in transaction volume. The year-over-year favorable effect on revenues from the EVO business acquired in March
2023 was offset by the unfavorable effect on revenues from the dispositions of our gaming and consumer businesses in April 2023.
•
Merchant Solutions and Issuer Solutions segment operating income and operating margin for the year ended December 31, 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 year ended
December 31, 2024 also reflected an increase related to the acquired EVO business, as the year ended December 31, 2023 only included the acquisition for a portion of
the period.
•
Consolidated operating income for the year ended December 31, 2024 included the favorable effects of the increase in revenues as compared to the prior year, as well as
lower acquisition and integration expenses and share-based compensation expense. 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 as discussed in further detail
below. Consolidated operating income for the year ended December 31, 2024 included the gain on the sale of AdvancedMD described above. Consolidated operating
income for the year ended December 31, 2023 included the effects of the gain on the sale of our gaming business and the loss on the sale of our consumer business.
39

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Strategy and Business Transformation
Early 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 and potential additional asset impairment charges
through early 2027. We are also undertaking 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. Refer to "Item
1 - Business" of this Annual Report on Form 10-K for further details regarding this business transformation initiative.
Continuing and Emerging Trends
The payments technology industry continues to evolve and grow worldwide and as a result, certain large payment technology companies, including us, have expanded
operations globally by pursuing acquisitions and creating alliances and joint ventures. We expect to continue to expand into new markets and pursue additional acquisitions and
joint ventures in existing markets to increase our scale and improve our competitiveness.
The industry continues to grow globally as a result of wider merchant acceptance and increased use of credit and debit cards, advances in payment processing technology
and migration to ecommerce, omnichannel and contactless payment solutions. The proliferation of credit and debit cards, as well as other digital payment solutions, has made
the acceptance of digital payments a virtual necessity for many businesses, regardless of size, in order to remain competitive. Furthermore, the expanding digitization of the
economy and availability and access to financial services increases the demand for cards and digital payment solutions, which in turn drives growth in acceptance and
transaction volumes. We believe the increased use of cards and the availability of more sophisticated technology services to all market segments will continue to result in an
increasingly competitive and specialized industry.
The use of digital payment solutions, the need for development of technologies and digital-based solutions and expansion of ecommerce, omnichannel and contactless
payment solutions has accelerated. We believe that the number of digital payment transactions will continue to grow and that an increasing percentage of these will be
facilitated through emerging technologies. As a result, we expect an increasing portion of our future capital investment will be allocated to support the development of new and
emerging technologies, including technology modernization, innovation and integration through strategic partnerships.
We also believe new markets will continue to develop and expand in areas that have been previously dominated by paper-based transactions. We expect industries such as
education, government and healthcare, as well as recurring payments and business-to-business ("B2B") payments, to continue to see transactions migrate to digital-based
solutions. We anticipate that the continued development of new services and technologies, the emergence of new vertical markets and continued expansion of technology-
enabled ecommerce and omnichannel solutions, including expanded scale and market reach through new innovative cloud-based capabilities and strategic partnerships, will be a
factor in the growth of our business and our revenues in the future. Furthermore, due to its benefits and growth potential, we anticipate the increased exploration of use of AI in
the payments industry.
For a further discussion of trends, uncertainties and other factors that could affect our continuing operating results, see the section entitled "Risk Factors" in Item 1A of
this Annual Report on Form 10-K.
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. 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.
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Certain of our operations are conducted in foreign currencies. Consequently, a portion of our revenues and expenses has been and may continue to be affected by
fluctuations in foreign currency exchange rates. A strengthening of the U.S. dollar or other significant fluctuations in foreign currency exchange rates could result in an adverse
effect on our future financial results; however, we are unable to predict the extent of the potential effect on our financial results.
We have sought to reduce our interest rate risk through the issuance of fixed rate debt in place of variable rate debt and through interest rate swap hedging arrangements
that convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate. However, inflationary pressure or interest rate
fluctuations could adversely affect our business and financial performance as a result of higher costs and/or lower consumer spending. 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, 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. A
disruption in financial markets could harm our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services
or our customers' ability to access their existing cash to fulfill their payment obligations to us. The occurrence of these events could negatively affect our business, financial
condition and results of operations.
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 of this
Annual Report on Form 10-K.
Results of Operations
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 (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 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. As revenues
increase, operating income and operating margin (operating income as a percentage of revenues) generally increase.
We also grow our business through strategic acquisitions of similar businesses. Our revenues increase from the transaction volume from the customers of the acquired
businesses. 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.
Revenues
Merchant Solutions. The majority of our Merchant Solutions segment revenues is generated by services priced as a percentage of transaction value or a specified fee per
transaction, depending on card type or industry vertical. We also earn software subscription and licensing fees, as well as other fees for specific value-added services that may
be unrelated to the number or value of transactions. Merchant Solutions segment revenues depend upon a number of factors, such as demand for and price of our services, the
technological competitiveness of our offerings, our reputation for providing timely and reliable service, competition within our industry and general economic conditions.
We provide payment technology and software solutions to customers and fund settlement either directly, in markets where we have direct membership with the payment
networks, or through our relationship with a member financial institution in markets where we are sponsored. Revenues are generally recognized as billed to the customer, net
of interchange fees and payment network fees. We market our services through a variety of distribution channels, including a direct sales force, trade associations, agent and
enterprise software providers and referral arrangements with value-added resellers ("VARs"). We also provide services to merchants referred by ISOs, payment facilitators and
financial institutions. In certain of these arrangements, the external partner receives a share of the customer profitability in the form of a monthly residual payment, which is
reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of income.
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Issuer Solutions. Issuer Solutions segment revenues are primarily derived from long-term processing contracts with financial institutions and other financial services
providers. Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed,
statements generated and/or mailed, managed services, cards embossed and mailed and other processing services for cardholder accounts on file. Most of these customer
contracts have prescribed annual minimums, penalties for early termination and service level agreements that may affect contractual fees if specific service levels are not
achieved. Issuer Solutions revenues also include loyalty redemption services, professional services, and fees from B2B payments services and other financial service solutions
marketed to businesses, including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable
virtual cards and integrated payments options across a variety of key vertical markets.
Consumer Solutions. 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. For the periods prior to disposition, our Consumer Solutions arrangements included a stand-ready performance obligation to provide account access and
facilitate purchase transactions. Revenues principally consisted of fees collected from cardholders and fees generated by cardholder activity in connection with the programs
that we managed. Customers were typically charged a fee for each purchase transaction made using their cards, unless the customer was on a monthly or annual service plan, in
which case the customer was instead charged a monthly or annual subscription fee, as applicable. Customers were also charged a monthly maintenance fee after a specified
period of inactivity. We also charged fees associated with additional services offered in connection with our accounts, including the use of overdraft features, a variety of bill
payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers. Revenues were recognized net of fees charged by the
payment networks for services they provided in processing transactions routed through them.
Operating Expenses
Cost of Service. Cost of service consists primarily of salaries, wages and related expenses paid to operations and technology-related personnel, including those who
monitor our transaction processing systems and settlement functions; the cost of transaction processing systems, including third-party services; the cost of network
telecommunications capability; depreciation and occupancy costs associated with the facilities supporting these functions; amortization of intangible assets; costs to fulfill
customer contracts; provisions for operating losses; and, when applicable, integration costs. In our Issuer Solutions segment, cost of service also includes out-of-pocket
reimbursable costs, such as postage and other production items.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries, wages, commissions and related expenses paid to
sales personnel, customer support functions other than those supporting revenues, administrative employees and management; share-based compensation; costs to obtain
customer contracts; residuals paid to ISOs; fees paid to VARs, independent contractors and other third parties; other selling expenses; depreciation and occupancy costs of
leased space directly related to these functions; advertising costs; and, when applicable, acquisition and integration costs and business transformation costs.
Operating Income and Operating Margin
For the purpose of discussing segment operations, we refer to "operating income," which is calculated by subtracting segment direct expenses, including both cost of
service and selling, general and administrative expenses, from segment revenues. Overhead and shared expenses, including share-based compensation, are not allocated to
segment operations; they are reported in the caption "Corporate." Impairment of goodwill and gains or losses on business dispositions are also not included in determining
segment operating income. In addition, in discussing segment operations we refer to "operating margin," which is calculated by dividing segment operating income by segment
revenues.
Equity in Income of Equity Method Investments
We have equity method investments, including a 45% interest in China UnionPay Data Co., Ltd., which we account for using the equity method of accounting. Equity in
income of equity method investments reflects our proportional share of earnings from these investments.
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
The following table sets forth key selected financial data for the years ended December 31, 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 years ended December 31, 2024 and 2023 is derived from the
accompanying consolidated financial statements included in "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Year Ended December 31,
Year Ended December 31,
(dollar amounts in thousands)
2024
% of Revenue
2023
% of Revenue
Change
% Change
Revenues :
Merchant Solutions
$
7,688,703
76.1 %
$
7,151,793
74.1 %
$
536,910
7.5 %
Issuer Solutions
2,483,657
24.6 %
2,398,870
24.8 %
84,787
3.5 %
Consumer Solutions
—
— %
182,740
1.9 %
(182,740)
(100.0)%
Intersegment eliminations
(66,466)
(0.7) %
(78,984)
(0.8) %
12,518
(15.8)%
          Consolidated revenues
$
10,105,894
100.0 %
$
9,654,419
100.0 %
$
451,475
4.7 %
Operating expenses :
Cost of service:
Merchant Solutions
$
2,008,126
$
1,925,880
$
82,246
4.3 %
Issuer Solutions
1,795,001
1,738,047
56,954
3.3 %
Consumer Solutions
—
120,436
(120,436)
(100.0)%
Intersegment eliminations
(43,011)
(56,842)
13,831
(24.3)%
Consolidated cost of service
$
3,760,116
37.2 %
$
3,727,521
38.6 %
$
32,595
0.9 %
Selling, general and administrative:
Merchant Solutions
$
3,067,662
$
2,880,658
$
187,004
6.5 %
Issuer Solutions
246,214
251,016
(4,802)
(1.9)%
Consumer Solutions
—
66,212
(66,212)
(100.0)%
Corporate
994,886
898,024
96,862
10.8 %
Intersegment eliminations
(23,455)
(22,142)
(1,313)
5.9 %
Consolidated selling, general and
administrative
$
4,285,307
42.4 %
$
4,073,768
42.2 %
$
211,539
5.2 %
Net (gain) loss on business dispositions
(273,134)
136,744
(409,878)
NM
          Consolidated operating expenses
$
7,772,289
76.9 %
$
7,938,033
82.2 %
$
(165,744)
(2.1)%
Operating income (loss) :
Merchant Solutions
$
2,612,915
$
2,345,255
$
267,660
11.4 %
Issuer Solutions
442,442
409,807
32,635
8.0 %
Consumer Solutions
—
(3,908)
3,908
(100.0)%
Corporate
(994,886)
(898,024)
(96,862)
10.8 %
Net gain (loss) on business dispositions
273,134
(136,744)
409,878
NM
          Consolidated operating income
$
2,333,605
23.1 %
$
1,716,386
17.8 %
$
617,219
36.0 %
Operating margin :
Merchant Solutions
34.0 
%
32.8 
%
1.2 
%
Issuer Solutions
17.8 
%
17.1 
%
0.7 
%
Consumer Solutions
— 
%
(2.1)
%
NM
NM = Not meaningful
(1)
(1)
(2)
(2)
(2)
(2)
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 Percentage amounts may not sum to the total due to rounding.
Revenues, operating expenses, operating income and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of
disposed businesses through the respective disposal dates. See “Note 2—Acquisitions” and “Note 3—Business Dispositions” for further discussion.
Operating income included acquisition and integration expenses of $211.6 million and $341.9 million for the years ended December 31, 2024 and 2023, respectively,
which were primarily included within Corporate selling, general and administrative expenses. For the years ended December 31, 2024 and 2023, operating loss for
Corporate also included $13.4 million and $18.5 million, respectively, of other charges related to facilities exit activities.
During the year ended December 31, 2024, Corporate expenses also reflected costs of $99.1 million associated with our business transformation initiative, employee
termination benefits of $99.6 million, which included $19.4 million of share-based compensation expense, and charges of $55.8 million for technology assets that will
no longer be utilized under a revised technology architecture development strategy.
Revenues
Consolidated revenues for the year ended December 31, 2024 increased by $451.5 million, or 4.7%, to $10,105.9 million from $9,654.4 million in the prior year.
Merchant Solutions Segment. Revenues from our Merchant Solutions segment for the year ended December 31, 2024 increased by $536.9 million, or 7.5%, to $7,688.7
million from $7,151.8 million in the prior year.
The increase in segment revenues was primarily due to the $479.5 million effect of higher transaction volume. In addition, our acquisition of EVO in March 2023
contributed $189.3 million to segment revenue growth during the year ended December 31, 2024, as the year ended December 31, 2023 only included the acquisition for a
portion of the period. The revenues of the EVO business include the cross-selling of our service offerings into the acquired EVO customer base and other benefits to revenues
from initiatives of the combined organization. There were no other material factors contributing to the change in segment revenues.
Issuer Solutions Segment. Revenues from our Issuer Solutions segment for the year ended December 31, 2024 increased by $84.8 million, or 3.5%, to $2,483.7 million
from $2,398.9 million in the prior year. The increase in revenues was primarily due to an increase in transaction volume of $74.3 million driven by cardholder activity.
Consumer Solutions Segment. The year ended December 31, 2023 included revenues of $182.7 million related to the consumer business disposed of in April 2023.
Operating Expenses
Cost of Service. Cost of service for the year ended December 31, 2024 increased by $32.6 million, or 0.9%, to $3,760.1 million from $3,727.5 million in the prior year.
Cost of service as a percentage of revenues decreased to 37.2% for the year ended December 31, 2024 from 38.6% in the prior year.
Merchant Solutions Segment. Cost of service from our Merchant Solutions segment for the year ended December 31, 2024 increased by $82.2 million, or 4.3%, to
$2,008.1 million from $1,925.9 million in the prior year. Cost of service as a percentage of segment revenues decreased to 26.1% for the year ended December 31, 2024 from
26.9% in the prior year. The effects of the acquired EVO business on cost of service was an increase of $73.0 million in the year ended December 31, 2024 compared to the
prior year, and an unfavorable impact on cost of service as a percentage of segment revenues of 0.3%. Cost of service as a percentage of revenue was lower due to improved
operating leverage and synergies related to the EVO acquisition.
Issuer Solutions Segment. Cost of service from our Issuer Solutions segment for the year ended December 31, 2024 increased by $57.0 million, or 3.3%, to $1,795.0
million from $1,738.0 million in the prior year due to costs that vary with revenues. Cost of service as a percentage of segment revenues decreased to 72.3% for the year ended
December 31, 2024 from 72.5% 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.
(1)
(2) 
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Consumer Solutions Segment. The year ended December 31, 2023 included cost of service of $120.4 million related to the consumer business disposed of in April 2023.
Our consumer business had a higher cost of service as a percentage of segment revenues relative to our Merchant Solutions and Issuer Solutions segments and the disposition
had the effect of reducing consolidated cost of service as a percentage of revenues by 0.5% for the year ended December 31, 2023.
Amortization of Acquired Intangible Assets. The most significant component of our cost of service is amortization of acquired intangibles, which was $1,369.3 million and
$1,318.5 million, or approximately 36% and 35% of cost of service for the years ended December 31, 2024 and 2023, respectively. These costs generally do not vary in
proportion to changes in revenues, but rather are most significantly affected by acquisition activities. The effects of the acquired EVO business on amortization expense was an
increase of $67.6 million for the year ended December 31, 2024.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2024 increased by $211.5 million, or 5.2%,
to $4,285.3 million from $4,073.8 million in the prior year. Selling, general and administrative expenses as a percentage of revenues was 42.4% for the year ended
December 31, 2024, compared to 42.2% in the prior year.
Merchant Solutions Segment. Selling, general and administrative expenses from our Merchant Solutions segment for the year ended December 31, 2024 increased by
$187.0 million, or 6.5%, to $3,067.7 million from $2,880.7 million in the prior year. Selling, general and administrative expenses as a percentage of segment revenues was
39.9% for the year ended December 31, 2024, compared to 40.3% in the prior year. The effects of the acquired EVO business on selling, general and administrative expenses
was an increase of $72.0 million for the year ended December 31, 2024 compared to the prior year, and a favorable impact on selling, general and administrative expenses as a
percentage of segment revenues of 0.1%. The remainder of the increase in selling, general and administrative expenses for the year ended December 31, 2024 was due to costs
that vary with revenues of $32.0 million, depreciation expense of $32.4 million and software license related expenses of $23.1 million.
Issuer Solutions Segment. Selling, general and administrative expenses from our Issuer Solutions segment for the year ended December 31, 2024 decreased by $4.8
million, or 1.9%, to $246.2 million from $251.0 million in the prior year. Selling, general and administrative expenses as a percentage of segment revenues was 9.9% for the
year ended December 31, 2024, compared to 10.5% in the prior year, primarily due to fixed costs that do not vary with revenues.
Consumer Solutions Segment. The year ended December 31, 2023 included selling, general and administrative expenses of $66.2 million related to the consumer business
disposed of in April 2023. The disposition had the effect of increasing consolidated selling, general and administrative expenses as a percentage of revenues by 0.1% for the
year ended December 31, 2023.
Corporate. Corporate expenses for the year ended December 31, 2024 increased by $96.9 million, or 10.8%, to $994.9 million from $898.0 million in the prior year. The
higher amount of corporate expenses was primarily driven by charges incurred in the year ended December 31, 2024, including $99.1 million associated with our business
transformation initiative, $80.1 million related to employee termination benefits, which excludes share-based compensation expense, and $55.8 million for technology assets
that will no longer be utilized under a revised technology architecture development strategy. These increases were partially offset by lower acquisition and integration expenses
of $130.3 million, as we completed the acquisition of EVO in March 2023, and lower share-based compensation expense of $44.8 million. The lower share-based compensation
expense is primarily due to higher expense in the year ended December 31, 2023 related to the retirement of eligible executives and departure of our previous CEO.
Operating Income and Operating Margin
Consolidated operating income for the year ended December 31, 2024 was $2,333.6 million, compared to $1,716.4 million for the prior year. Consolidated operating
margin for the year ended December 31, 2024 was 23.1% compared to 17.8% for the prior year.
•
Consolidated operating income and operating margin for the year ended December 31, 2024 included the effects of a $273.1 million gain on the sale of AdvancedMD,
compared to a $243.6 million net loss on the sale of our consumer business and a $106.9 million gain on the sale of our gaming business in the prior year. The
combination of these items increased operating income by $409.9 million and had a favorable effect on operating margin of approximately 4.1% for the year ended
December 31, 2024;
•
Consolidated operating income reflected higher corporate costs, as described above, which had an unfavorable effect on operating margin of approximately 2.5% for
the year ended December 31, 2024;
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•
Merchant Solutions segment operating income increased $267.7 million and operating margin increased 1.2% primarily due to the favorable effect of the increase in
revenues, since certain fixed costs do not vary with revenues. In addition, the inclusion of EVO had an unfavorable effect on the Merchant Solutions operating margin
of 0.3% for the year ended December 31, 2024 as compared to the prior year; and
•
Issuer Solutions segment operating income increased $32.6 million and operating margin increased 0.7% primarily due to the favorable effect of the increase in
revenues, since certain fixed costs do not vary with revenues.
Other Income and Expense, Net
Interest and other income for the year ended December 31, 2024 increased $55.5 million to $169.2 million, compared to $113.7 million for the prior year primarily due to
an increase of $31.6 million in interest income on the seller financing notes that were issued in connection with the sales of our consumer and gaming businesses in April 2023
and a gain of $18.8 million recognized during the year ended December 31, 2024 in connection with the release and conversion of a portion of our Visa convertible preferred
shares. See "Note 8—Other Assets" in the notes to the accompanying consolidated financial statements for a further discussion of our Visa preferred shares.
Interest and other expense for the year ended December 31, 2024 decreased $26.2 million to $634.0 million, compared to $660.2 million for the prior year primarily due to
lower average interest rates on outstanding borrowings. Interest and other expense for the year ended December 31, 2023 also included a noncash charge of $15.2 million for
the estimated future credit losses on the new seller financing notes receivable.
Income Tax Expense
Our effective income tax rates for the years ended December 31, 2024 and 2023 were 15.8% and 17.9%, respectively. The effective tax rate for the year ended
December 31, 2024 was lower because the effective tax rate for the year ended December 31, 2023 reflects recognition of a gain on the dispositions of our consumer and gaming
businesses for income tax reporting purposes, while an aggregate net loss on the dispositions was recognized for financial reporting purposes.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act into law, which, among other things, implemented a 15% corporate alternative minimum
tax based on global adjusted financial statement income and a 1% excise tax on share repurchases effective beginning January 1, 2023. The corporate alternative minimum tax
did not have a material effect on our reported results, cash flows or financial position. During the year ended December 31, 2024 and 2023, we reflected excise taxes of $15.6
million and $3.9 million, respectively, within equity as part of the cost of common stock repurchased, net of share issuances, during the period.
During the year ended December 31, 2024, additional jurisdictions globally 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 are 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 year ended December 31, 2024, 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 Noncontrolling Interests
Net income attributable to noncontrolling interests increased $31.2 million to $73.8 million, compared to $42.6 million for the prior year primarily due to redemption
price adjustments related to our subsidiary in Greece, which is discussed in further detail in "Note 16—Noncontrolling Interests" in the notes to the accompanying consolidated
financial statements.
Net Income Attributable to Global Payments
Net income attributable to Global Payments was $1,570.4 million compared to $986.2 million for the prior year, reflecting the changes noted above.
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Diluted Earnings per Share
Diluted earnings per share was $6.16 compared to $3.77 for the prior year. Diluted earnings per share for the year ended December 31, 2024 reflects the changes in net
income noted above and a decrease in diluted weighted-average number of shares outstanding for the year ended December 31, 2024 compared to the prior year primarily due to
the cumulative effect of share repurchases.
Liquidity and Capital Resources
We have numerous sources of capital, including cash on hand and cash flows generated from operations as well as various sources of financing. In the ordinary course of
our business, a significant portion of our liquidity comes from operating cash flows and borrowings, including the capacity under our revolving credit facility.
Our capital allocation priorities are to pay dividends, to repurchase shares of our common stock, to pursue acquisitions that meet our corporate objectives, to make planned
capital investments in our business and to pay principal and interest on our outstanding debt. Our significant contractual cash requirements also include ongoing payments for
lease liabilities and contractual obligations related to service arrangements with suppliers for fixed or minimum amounts, which primarily relate to software, technology
infrastructure and related services. Commitments under our borrowing arrangements are further described in "Note 9—Long-Term Debt and Lines of Credit" in the notes to the
accompanying consolidated financial statements and below under "Long-Term Debt and Lines of Credit." For additional information regarding our other cash commitments and
contractual obligations, see "Note 7—Leases" and “Note 19—Commitments and Contingencies” in the notes to the accompanying consolidated financial statements.
Our capital plan objectives are to support our operational needs and strategic plan for long-term growth while optimizing our cost of capital and financial position. 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. 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.
We regularly evaluate our liquidity and capital position relative to cash requirements, and we may elect to raise additional funds in the future through the issuance of debt
or equity or by other means. Accumulated cash balances are invested in high-quality, marketable short-term instruments. 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 December 31, 2024, we had cash and cash equivalents totaling $2,538.4 million. Of this amount, we considered $1,067.5 million to be available for general purposes,
of which $60.5 million is undistributed foreign earnings considered to be indefinitely reinvested outside the United States. The available cash of $1,067.5 million does 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.
Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-
related cash balances are not restricted in their use; however, these funds are generally paid out in satisfaction of settlement processing obligations the following day. Merchant
Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement. While this cash is not restricted in its
use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors. 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 December 31, 2024, 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 $3,532.7 million and $2,248.7 million for the years ended December 31, 2024 and 2023, respectively, which reflect net income
adjusted for noncash items, including depreciation, amortization, the provision for credit losses and the net gain or 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 general improvement in the results of the business and assets and liabilities
that are affected primarily by timing of month-end and transaction volume, including changes in settlement processing assets and obligations.
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We used net cash in investing activities of $173.9 million and $4,361.1 million during the years ended December 31, 2024 and 2023, respectively. Cash used for investing
activities primarily represents cash used to fund acquisitions and capital expenditures. During the years ended December 31, 2024 and 2023, we used cash of $487.1 million and
$4,225.6 million, respectively, for acquisitions. We made capital expenditures of $674.9 million and $658.1 million during the years ended December 31, 2024 and 2023,
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 capital investments in the business, and we anticipate capital expenditures
to be approximately $800 million during the year ending December 31, 2025. Additionally, investing cash flows for the year ended December 31, 2024 includes net cash
received of $981.4 million from the sale of AdvancedMD and our investments in Visa common shares. Investing cash flows for the year ended December 31, 2023 includes the
net effect on cash from the sale of our consumer and gaming businesses, and cash received from the sale of our investments in Visa common shares of $42.1 million. 
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 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying
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 $2,766.9 million during the year ended December 31, 2024, and financing activities provided net cash of $2,141.1 million
during the year ended December 31, 2023.
Proceeds from long-term debt were $9,635.0 million and $10,336.9 million for the years ended December 31, 2024 and 2023, respectively. Repayments of long-term debt
were $8,334.8 million and $9,099.9 million for the years ended December 31, 2024 and 2023, 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 year ended December 31, 2024 and 2023, we had net repayments of $1,371.6 million and net
borrowings of $1,371.6 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. See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions.
Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the years ended December 31, 2024 and 2023,
we had net repayments of $442.7 million and net borrowings of $220.7 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 years
ended December 31, 2024 and 2023, we used $1,552.0 million and $418.3 million, respectively, to repurchase and retire 12.7 million and 4.1 million shares of our common
stock, respectively. The share repurchase activity for the year ended December 31, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from
our offering of 1.500% convertible senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective
affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was
$130.80 per share. The share repurchase activity for the year ended December 31, 2024 also included the repurchase of 5,320,781 shares at an average price of $112.77 per
share under an ASR agreement we entered into on October 30, 2024 with a financial institution to repurchase an aggregate of $600.0 million of our common stock during the
ASR program purchase period. This ASR program was completed on December 20, 2024.
On October 24, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to
$2.5 billion. As of December 31, 2024, the remaining amount available under our share repurchase program was $1,850.0 million.
We paid dividends to our common shareholders in the amounts of $252.8 million and $260.4 million during the years ended December 31, 2024 and 2023, respectively.
We made distributions to noncontrolling interests in the amount of $38.1 million and $33.0 million during the years ended December 31, 2024 and 2023, respectively.
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On January 30, 2025, our board of directors declared a cash dividend of $0.25 per share payable on March 28, 2025 to common shareholders of record as of March 14,
2025.
Long-Term Debt and Lines of Credit
Senior Notes
We have $11.1 billion in aggregate principal amount of senior unsecured notes outstanding as of December 31, 2024, which mature at various dates ranging from
February 2025 to August 2052. Interest on the senior notes is payable annually or semi-annually at various dates. Each series of the senior notes is redeemable, at our option, in
whole or in part, at any time and from time to time at the redemption prices set forth in the related indenture.
On March 17, 2023, we issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million,
or $843.6 million based on the exchange rate on the issuance date. We issued the senior notes at a discount of $2.8 million, and we incurred debt issuance costs of $7.2 million,
including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in
our consolidated balance sheet. Interest on the senior unsecured notes is payable annually in arrears on March 17 of each year, commencing March 17, 2024. The notes are
unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds
from the offering were used for general corporate purposes.
On August 22, 2022, we issued $2.5 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal
amount of 4.950% senior notes due August 2027; (ii) $500.0 million aggregate principal amount of 5.300% senior notes due August 2029; (iii) $750.0 million aggregate
principal amount of 5.400% senior notes due August 2032; and (iv) $750.0 million aggregate principal amount of 5.950% senior notes due August 2052. We issued the senior
notes at a total discount of $5.2 million, and we incurred debt issuance costs of $24.8 million, including underwriting fees, fees for professional services and registration fees,
which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet. Interest on the senior unsecured notes is
payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2023. The notes are unsecured and unsubordinated indebtedness and
rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds from the offering were used to refinance the
outstanding indebtedness under our credit facility, to make cash payments and pay transaction fees and expenses in connection with the acquisition of EVO and for general
corporate purposes.
On November 22, 2021, we issued $2.0 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal
amount of 1.500% senior notes due November 2024; (ii) $750.0 million aggregate principal amount of 2.150% senior notes due January 2027; and (iii) $750.0 million
aggregate principal amount of 2.900% senior notes due November 2031. We incurred debt issuance costs of approximately $14.4 million, including underwriting fees, fees for
professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet.
Interest on the senior unsecured notes is payable semi-annually in arrears on May 15 and November 15 for the 2024 and 2031 notes and January 15 and July 15 on the 2027
note, commencing May 15, 2022 for the 2024 note and the 2031 note and July 15, 2022 for the 2027 note. The notes are unsecured and unsubordinated indebtedness and rank
equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from the offering to repay the outstanding
indebtedness under our prior credit facility and for general corporate purposes. In November 2024, we repaid our $500.0 million aggregate principal amount of 1.500% senior
notes upon maturity.
We have $1.1 billion in aggregate principal amount of 1.200% senior unsecured notes due March 2026. We incurred debt issuance costs of approximately $8.6 million,
including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in
our consolidated balance sheet. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2021. The notes
are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the
net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our
prior credit facility and for general corporate purposes.
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We have $1.0 billion in aggregate principal amount of 2.900% senior unsecured notes due May 2030. Interest on the notes is payable semi-annually in arrears on May 15
and November 15 of each year, commencing November 15, 2020. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our
other outstanding unsecured and unsubordinated indebtedness. We issued the senior notes at a total discount of $3.3 million and capitalized related debt issuance costs of
$8.4 million.
We have $3.0 billion in aggregate principal amount of senior unsecured notes consisting of the following: (i) $1.0 billion aggregate principal amount of 2.650% senior
notes due 2025; (ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029; and (iii) $750.0 million aggregate principal amount of 4.150% senior notes due
2049. Interest on the senior notes is payable semi-annually in arrears on each February 15 and August 15, beginning on February 15, 2020. Each series of the senior notes is
redeemable, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth in the related indenture. We issued the senior notes at a total
discount of $6.1 million and capitalized related debt issuance costs of $29.6 million.
In addition, in connection with our merger with Total System Services, Inc. ("TSYS") in September 2019 (the "TSYS Merger"), we assumed $3.0 billion aggregate
principal amount of senior unsecured notes of TSYS, consisting of the following: (i) $750.0 million aggregate principal amount of 3.800% senior notes due 2021, which were
redeemed in February 2021; (ii) $550.0 million aggregate principal amount of 3.750% senior notes due 2023, which were redeemed in June 2023; (iii) $550.0 million aggregate
principal amount of 4.000% senior notes due 2023, which were redeemed in June 2023; (iv) $750 million aggregate principal amount of 4.800% senior notes due 2026; and (v)
$450 million aggregate principal amount of 4.450% senior notes due 2028. For the 4.800% senior notes due 2026, interest is payable semi-annually each April 1 and October 1.
For the 4.450% senior notes due 2028, interest is payable semi-annually each June 1 and December 1. The difference between the acquisition-date fair value and face value of
senior notes assumed in the TSYS Merger is recognized over the terms of the respective notes as a reduction of interest expense. The amortization of this fair value adjustment
was $15.7 million for each of the years ended December 31, 2024 and 2023.
Convertible Notes
1.500% Convertible Notes due March 1, 2031
On February 23, 2024, we issued $2.0 billion in aggregate principal amount of 1.500% convertible senior notes due March 2031 through a private placement. The net
proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related
carrying amount of the convertible notes in our consolidated balance sheet as of December 31, 2024. Interest on the convertible notes is payable semi-annually in arrears on
March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.
Prior to December 1, 2030, the notes are convertible at the option of the holders only under certain conditions, including: (i) if the last reported sale price of our common
stock has been at least 130% of the conversion price for at least 20 trading days within the last 30 consecutive trading days of the immediately preceding calendar quarter; (ii)
for a five business day period following a ten-day consecutive trading period where the trading price of the notes is less than 98% of the product of the last reported sale price of
our common stock and the conversion rate; (iii) if we call any or all of the notes for redemption; or (iv) upon the occurrence of certain corporate events. On or after December 1,
2030, the notes are convertible at the option of the holders at any time until the second scheduled trading day prior to the maturity date. The notes are convertible into cash and
shares of our common stock based on a conversion rate of 6.371 shares of common stock per $1,000 principal amount of the convertible notes (which is equal to a conversion
price of approximately $156.96 per share), subject to customary adjustments upon the occurrence of certain events. Upon conversion, the principal amount of, and interest due
on, the convertible notes are required to be settled in cash and any other amounts may be settled in shares, cash or a combination of shares and cash at our election.
We may not redeem the notes prior to March 6, 2028. On or after March 6, 2028, we have the option to redeem all or any portion of the notes for cash if the last reported
sale price of our common stock has been at least 130% of the conversion price for at least 20 trading days within the last 30 consecutive trading day period at a redemption price
equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. If certain corporate events that constitute a fundamental change (as defined
in the indenture governing the notes) occur, any holder of the notes may require that we repurchase all or a portion of their notes for cash at a purchase price equal to 100% of
the principal amount of the notes to be repurchased plus accrued and unpaid interest. In addition, if certain corporate events that constitute a make-whole fundamental change
(as defined in the indenture governing the notes) occur, then the conversion rate will in certain circumstances be increased. The notes include customary covenants for notes of
this type, as well as customary events of default, which may result in the acceleration of the maturity of the convertible notes.
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In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other
financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The economic effect of the capped call
transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess
of the principal amount of converted notes subject to a cap. The initial cap price of the capped call transactions is $228.90 per share. The capped call transactions meet the
accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives. The cost of $256.3 million incurred in connection with the capped call
transactions was reflected as a reduction to paid-in-capital in our consolidated balance sheet as of December 31, 2024, net of applicable income taxes.
1.000% Convertible Notes due August 15, 2029
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. The net proceeds from this offering were approximately $1.44 billion, reflecting an issuance discount of $37.5 million and
$20.4 million of debt issuance costs, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance
sheet.
Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the
preceding February 1 and August 1, respectively.
The notes are convertible at the option of the holder at any time after the date that is 18 months after issuance (or earlier, upon the occurrence of certain corporate events)
until the scheduled trading day prior to the maturity date and are presented within long-term debt in our consolidated balance sheet based on our intent and ability to refinance
on a long-term basis should
a conversion event occur. The notes are convertible into cash and shares of our common stock based on a conversion rate of 7.1727 shares of common stock per $1,000
principal amount of the convertible notes (which is equal to a conversion price of approximately $139.42 per share), subject to customary anti-dilution and other adjustments
upon the occurrence of certain events. 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.
The notes are not redeemable by us. 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 any portion of their notes for cash at a purchase price of par plus accrued and unpaid interest to, but excluding, the repurchase
date. 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 for a specified period of time. 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 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 conversion of the notes, or offset our cash obligation if the cash settlement option is elected, up to a cap price determined based on a hedging period that commenced on
August 9, 2022 and concluded on August 25, 2022. The capped call had an initial strike price of $140.67 per share and a cap price of $229.26 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 $302.4 million incurred in connection with the
capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity during the year ended December 31, 2022, net of
applicable income taxes.
Revolving Credit Facility
On August 19, 2022, we entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other
agents. The credit agreement provides for an unsubordinated unsecured $5.75 billion revolving credit facility. We capitalized debt issuance costs of $12.3 million in connection
with the issuances under the revolving credit facility. The revolving credit facility matures in August 2027. 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.
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Borrowings under the revolving credit facility are available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other
currencies at our option. Borrowings under the revolving credit facility will bear interest, at our option, at a rate equal to (i) for Secured Overnight Financing Rate ("SOFR")
based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00% floor) plus a 0.10% credit spread adjustment or an alternative currency
term rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate
(subject to a 0.00% floor on or after January 1, 2023) plus a 0.10% credit spread adjustment or (iv) for certain alternative currencies, a daily alternative currency rate (subject to
a 0.00% floor), in each case, plus an applicable margin. The applicable margin for borrowings under the revolving credit facility will range from 1.125% to 1.875% depending
on our credit rating. In addition, we are required to pay a quarterly commitment fee with respect to the unused portion of the revolving credit facility at an applicable rate per
annum ranging from 0.125% to 0.300% depending on our credit rating.
We may issue standby letters of credit of up to $250.0 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 December 31, 2024, there were borrowings of $1,500.0 million outstanding under the revolving credit facility with an interest rate of 5.86%, and the total
available commitments under the revolving credit facility were $3.7 billion.
Commercial Paper
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. 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.
Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions
at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions,
to pay dividends, for debt refinancing or for other purposes.
As of December 31, 2024, we had no borrowings outstanding under our commercial paper program.
Compliance with Covenants
The convertible notes include customary covenants and events of default for convertible notes of this type. 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
December 31, 2024, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00. We were in compliance with all applicable covenants
as of December 31, 2024.
Settlement Lines of Credit
In various markets where we do business, we have specialized lines of credit that are restricted for use in funding settlement. The settlement lines of credit generally have
variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our
lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding lines
of credit may exceed the stated credit limit. As of December 31, 2024, a total of $71.2 million of cash on deposit was used to determine the available credit.
As of December 31, 2024, we had $503.4 million outstanding under these lines of credit with additional capacity to fund settlement of $2,280.3 million. During the year
ended December 31, 2024, the maximum and average outstanding balances under these lines of credit were $1,283.4 million and $502.7 million, respectively. The weighted-
average interest rate on these borrowings was 5.24% at December 31, 2024.
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See "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements for further information about our borrowing
agreements.
BIN/ICA Agreements
 
In certain markets, we enter into sponsorship or depository and processing agreements with banks. These agreements allow us to use the banks' identification numbers,
referred to as Bank Identification Number ("BIN") for Visa transactions and Interbank Card Association ("ICA") number for Mastercard transactions, to clear credit card
transactions through Visa and Mastercard. Certain of such agreements contain financial covenants, and we were in compliance with all such covenants as of December 31, 2024.
Future Obligations
We have contractual obligations related to service arrangements with suppliers for fixed or minimum amounts. Future minimum payments for purchase obligations at
December 31, 2024 are disclosed in “Note 19—Commitments and Contingencies” in the notes to the accompanying consolidated financial statements.
Critical Accounting Estimates
 
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which often require the
judgment of management in the selection and application of certain accounting principles and methods. We consider the following accounting policies and estimates to be
critical to understanding our consolidated financial statements because the application of these policies requires significant judgment on the part of management, and as a result,
actual future developments may be different from those expected at the time that we make these important judgments. We have discussed these critical accounting policies and
estimates with the audit committee of the board of directors.
Accounting estimates necessarily require subjective determinations about future events and conditions. Therefore, the following descriptions of our critical accounting
estimates are forward-looking statements, and actual results could differ materially from the results anticipated by these forward-looking statements. You should read the
following in conjunction with "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" to the accompanying consolidated financial statements and the
risk factors contained in "Item 1A - Risk Factors" of this Annual Report on Form 10-K.
Business Combinations
From time to time, we make strategic acquisitions that may have a material effect on our consolidated results of operations and financial position. The measurement
principle for the assets acquired and the liabilities assumed in a business combination is at estimated fair value as of the acquisition date, with certain exceptions. The excess of
the total consideration transferred over the amount of the net identifiable assets acquired determined in accordance with the measurement guidance for such items is recognized
as goodwill.
The estimates we use to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. We use information
available to us to make fair value determinations, and we engage independent valuation specialists, when necessary, to assist in the fair value determination of significant
acquired long-lived assets. The estimated fair values of customer-related and contract-based intangible assets are generally determined using the income approach, which is
based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used
represent a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require considerable
judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates, contract renewal estimates and technology changes. Acquired
technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the
time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names are generally valued
using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay
royalties for the benefits received from them. This method requires us to estimate the future revenues for the related asset, the appropriate royalty rate and the weighted-average
cost of capital. This measure of fair value requires considerable judgment about the value a market participant would be willing to pay in order to achieve the benefits associated
with the trademark or trade name.
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While we use our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, our estimates are inherently uncertain and
subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we make adjustments to the assets acquired and
liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recognized in our consolidated statements of income. We are also required
to estimate the useful lives of intangible assets to determine the period over which to recognize the amount of acquisition-related intangible assets as an expense. We
periodically review the estimated useful lives assigned to our intangible assets to determine whether such estimated useful lives continue to be appropriate.
Goodwill, intangibles and other long-lived assets are also regularly evaluated for impairment, which requires the use of significant estimates and assumptions as further
described below. A change in estimated fair value could result in an impairment charge, which could be material to our consolidated financial statements.
Goodwill
We test goodwill for impairment at the reporting unit level annually (in the fourth quarter) and more often if an event occurs or circumstances change that indicate the fair
value of a reporting unit is below its carrying amount. We have the option of performing a qualitative assessment of impairment to determine whether any further quantitative
assessment for impairment is necessary. The election of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit. Factors we consider
in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units,
events or changes affecting the composition or carrying amount of the net assets of our reporting units, our share price, and other relevant entity-specific events. If we elect to
bypass the qualitative assessment or if we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying
amount, a quantitative test would be required.
When applying the quantitative assessment, we determine the fair value of our reporting units based on a weighted average of multiple valuation techniques, principally a
combination of an income approach and a market approach. The income approach calculates a value based upon the present value of estimated future cash flows, while the
market approach uses earnings multiples of similarly situated guideline public companies. Determining the fair value of a reporting unit involves judgment and the use of
significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-
adjusted discount rates and future economic and market conditions.
As of October 1, 2024, our reporting units consisted of the following: North America Payments Solutions, Vertical Market Software Solutions, Europe Merchant
Solutions, Spain Merchant Solutions, Asia-Pacific Merchant Solutions, Latin America Merchant Solutions and Issuer Solutions. As of October 1, 2024, we performed a
quantitative assessment of impairment for our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units
and a qualitative assessment for all other reporting units. We determined on the basis of the quantitative assessments of our Issuer Solutions, Europe Merchant Solutions, Spain
Merchant Solutions and Latin America Merchant Solutions reporting units that the fair value of each reporting unit was greater than its respective carrying amount, indicating
no impairment. Additionally, we determined on the basis of the qualitative factors that the fair value of other reporting units was not more likely than not less than the respective
carrying amounts. We believe that the fair value of each of our reporting units is substantially in excess of its carrying amount, except for our Issuer Solutions reporting unit,
whose fair value exceeded its carrying amount by approximately 7% as of October 1, 2024.
During the quarter ended December 31, 2024, we realigned our reporting units based on strategic and organizational changes. The new reporting units are Core Payments
Solutions, Integrated and Embedded Solutions, Point-of-Sale and Software Solutions, International Merchant Solutions and Issuer Solutions. Upon realignment of our reporting
units, we performed a quantitative assessment of impairment for our Core Payments Solutions, Integrated and Embedded Solutions and Point-of-Sale and Software Solutions
reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was substantially in excess of its respective carrying amount,
indicating no impairment. Additionally, our International Merchant Solutions reporting unit was an aggregation of existing reporting units, and we concluded that the fair value
was substantially in excess of the carrying amount. The realignment did not affect our Issuer Solutions reporting unit.
We continue to closely monitor developments related to global events and macroeconomic conditions. The future magnitude, duration and effects of these events and
conditions are difficult to predict at this time, and it is reasonably possible that future developments could have a negative effect on the estimates and assumptions utilized in our
goodwill impairment assessments and could result in material impairment charges in future periods.
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Intangible and Long-lived Assets
We regularly evaluate whether events and circumstances have occurred that indicate the carrying amount of property and equipment, lease right-of-use assets and finite-
life intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, we assess the potential impairment
by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its
eventual disposition. The evaluation is performed at the asset group level, which is the lowest level of identifiable cash flows. If the carrying amount of the asset group is
determined to be not recoverable and exceeds its fair value, an impairment loss is recognized, measured as the difference between the fair value and the carrying amount. Fair
values are determined based on quoted market prices or discounted cash flow analysis as applicable.
We classify an asset or business as a held for sale disposal group if we have committed to a plan to sell the asset or business within one year and are actively marketing the
asset or business in its current condition for a price that is reasonable in comparison to its estimated fair value. Disposal groups held for sale are reported at the lower of carrying
amount or fair value less costs to sell. Subsequent changes to the estimated selling price of an asset or disposal group held for sale are recognized as gains or losses in our
consolidated statement of income and any subsequent gains are limited to the cumulative losses previously recognized. During the years ended December 31, 2023 and 2022,
we recognized net losses of $243.6 million and $71.9 million, respectively, on the consumer business disposition to reduce the carrying amount of the consumer disposal group
to estimated fair value less costs to sell, including the effects of incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the
effects of the final tax structure of the transaction.
Capitalization of Internal-Use Software Costs
We develop software that is used in providing services to customers. Capitalization of internal-use software costs, primarily associated with operating platforms, occurs
when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be
completed and the project will be used to perform the function intended. The preliminary project stage consists of the conceptual formulation of alternatives, the evaluation of
alternatives, the determination of existence of needed technology and the final selection of alternatives. Costs incurred during the preliminary project stage are recognized as
expense as incurred. Currently unforeseen circumstances in software development, such as a significant change in the manner in which the software is intended to be used,
obsolescence or a significant reduction in revenues due to customer attrition, could require us to implement alternative plans with respect to a particular effort, which could
result, and from time to time has resulted, in an impairment charge related to previously capitalized software development costs. The carrying amount of internal-use software,
including work-in-progress, at December 31, 2024 was $1,202.1 million. Costs capitalized during the year ended December 31, 2024 totaled $339.3 million.
In addition, we capitalize implementation costs associated with cloud computing arrangements that are service contracts following the same internal-use software
capitalization criteria. Our cloud computing arrangements involve services we use to support certain internal corporate functions as well as technology associated with revenue-
generating activities. We regularly evaluate whether events or circumstances have occurred that indicate the carrying amount of the capitalized implementation costs may not be
recoverable. As of December 31, 2024, capitalized implementation costs, net of accumulated amortization, were $215.4 million and are presented within other noncurrent assets
in the consolidated balance sheets. Costs capitalized during the year ended December 31, 2024 totaled $45.1 million.
During the year ended December 31, 2024, we recognized a charge of $55.8 million for technology assets that will no longer be utilized under a revised technology
architecture development strategy.
Revenue Recognition
In accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606"), we apply judgment in the determination of
performance obligations, in particular related to large customer contracts within the Issuer Solutions segment. Performance obligations in a contract are identified based on the
goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together
with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately
identifiable from other promises in the contract. To the extent a contract includes multiple promised services, we must apply judgment to determine whether promised services
are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised services are combined and accounted for as a single
performance obligation. In addition, a single performance obligation may comprise a series of distinct goods or services that are substantially the same and that have the same
pattern of transfer to the customer.
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Income Taxes
We determine our provision for income taxes using management's judgments, estimates and interpretation and application of complex tax laws in each of the jurisdictions
in which we operate. Judgment is also required in assessing the timing and amounts of deductible and taxable items. Such differences in timing result in deferred tax assets and
liabilities in our consolidated balance sheet.
We believe our tax return positions are fully supportable; however, we recognize the benefit for tax positions only when it is more likely than not that the position will be
sustained based on its technical merits. Issues raised by a tax authority may be resolved at an amount different than the related benefit recognized. When facts and
circumstances change (including an effective settlement of an issue or statute of limitations expiration), the effect is recognized in the period of change. The unrecognized tax
benefits that exist at December 31, 2024 would affect our provision for income taxes in the future, if recognized.
Judgment is required to determine whether or not some portion or all of our deferred tax assets will not be realized. To the extent that we determine that we will not
realize the benefit of some or all of our deferred tax assets, these deferred tax assets are adjusted via a valuation allowance through our provision for income taxes in the period
in which this determination is made.
See "Note 12—Income Tax" in the notes to the accompanying consolidated financial statements for further information regarding the changes in the amount of
unrecognized tax benefits and deferred tax valuation allowances during the year ended December 31, 2024.
Redeemable noncontrolling interests
Redeemable noncontrolling interests in our subsidiaries in Greece, Chile, and Germany relate to the portion of equity in each of those subsidiaries not attributable, directly
or indirectly, to us, which is redeemable upon the occurrence of an event that is not solely within our control. The redeemable noncontrolling interest for each subsidiary is
reflected at the higher of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and
distributions or (ii) the redemption price. Estimates of redemption price are based on projected operating performance of each subsidiary, including key assumptions - revenue
growth rates, current and expected market conditions and weighted-average cost of capital. Refer to “Note 16—Noncontrolling Interests” in the notes to the accompanying
consolidated financial statements for further information.
Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that may affect our current
and/or future financial statements. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying consolidated
financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Rate Risk
Certain of our operations are conducted in foreign currencies. Consequently, a portion of our revenues and expenses may be affected by fluctuations in foreign currency
exchange rates. For the year ended December 31, 2024, the impact of currency exchange rate fluctuations to our consolidated revenues and operating income was insignificant.
Generally, the functional currency of our various subsidiaries is their local currency. We are exposed to currency fluctuations on transactions that are not denominated in
the functional currency. Gains and losses on such transactions are included in determining net income for the period. We seek to mitigate our foreign currency risk through
timely settlement of transactions and cash flow matching, when possible. For the year ended December 31, 2024, our transaction gains and losses were insignificant.
Additionally, we are affected by currency fluctuations in our funds settlement process on merchant payment, chargeback and card network settlement transactions that are
not denominated in the currency of the underlying credit or debit card transaction. Gains and losses on these transactions are included in revenues for the period.
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We are also affected by fluctuations in exchange rates on our investments in foreign operations. Relative to our net investment in foreign operations, the assets and
liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period-end rate of exchange. The resulting translation adjustment is recognized as
a component of other comprehensive income and is included in shareholders' equity. We have designated our aggregate €800 million Euro-denominated 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 offset the volatility of our net investment in our Euro-
denominated operations due to changes in foreign currency exchange rates, and the foreign currency remeasurement gains and losses associated with the Euro-denominated
senior notes are presented within the same components of other comprehensive income and accumulated comprehensive income.
Transaction gains and losses on intercompany balances of a long-term investment nature are also recognized as a component of other comprehensive income. When a
foreign subsidiary is disposed of in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified from the separate component of equity
into our consolidated statement of income.
Interest Rate Risk
We are exposed to market risk related to changes in interest rates on certain of our long-term borrowings and cash investments. We invest our excess cash in securities that
we believe are highly liquid and marketable in the short term. These investments earn a floating rate of interest and are not held for trading or other speculative purposes.
We have an unsubordinated unsecured $5.75 billion revolving credit facility, as well as a $2.0 billion commercial paper program and various lines of credit that we use to
fund settlement in certain of our markets, each of which bears interest at rates that are based on market rates and fluctuate accordingly. As of December 31, 2024, the amount
outstanding under these variable-rate debt arrangements and settlement lines of credit was $2.0 billion. As of December 31, 2024, we had interest rate swaps with a total
notional amount of $1.5 billion to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments as further discussed below.
The interest earned on our invested cash and the interest paid on a portion of our debt are based on variable interest rates; therefore, the exposure of our net income to a
change in interest rates is partially mitigated as an increase in rates would increase both interest income and interest expense, and a reduction in rates would decrease both
interest income and interest expense. Under our current policies, we may selectively use derivative instruments, such as interest rate swaps or forward rate agreements, to
manage all or a portion of our exposure to interest rate changes. We have entered into interest rate swaps that reduce a portion of our exposure to market interest rate risk on
certain of our variable-rate debt as discussed in "Note 10—Derivatives and Hedging Instruments" in the notes to our accompanying consolidated financial statements.
Based on balances outstanding under variable-rate debt agreements and invested cash balances at December 31, 2024, a hypothetical increase of 50 basis points in
applicable interest rates as of December 31, 2024 would increase our annual interest expense by approximately $2.2 million and increase our annual interest income by
approximately $5.2 million.
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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Global Payments Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related
consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related
notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over
financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 14, 2025, expressed an unqualified opinion on the Company's internal control over financial
reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Issuer Solutions - Refer to Notes 1 and 4 to the financial statements.
Critical Audit Matter Description
The Company enters into long-term revenue contracts with its Issuer Solutions customers. Issuer Solutions customer contracts may include multiple promises, including
processing services, loyalty redemption services and professional services to financial institutions and other financial services providers. The Company has determined that the
processing services and loyalty redemption services represent stand-ready performance obligations comprising a series of distinct days of services that are substantially the
same and have the same pattern of transfer to the customer. Professional services representing performance obligations are satisfied over time.
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We identified the determination of performance obligations for Issuer Solutions revenue contracts as a critical audit matter, given the judgment required to determine whether
any unusual and/or complex terms within the contract are identified and evaluated appropriately. A high degree of auditor judgment was required to evaluate the Company's
identification of the performance obligations in the contract.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's Issuer Solutions revenue transactions, specifically its identification of the performance obligations in contracts with its customers,
included the following, among others:
•
We evaluated the effectiveness of controls over Issuer Solutions contract revenues, including controls over the identification of performance obligations.
•
We selected a sample of Issuer Solutions contracts and evaluated whether the performance obligations were appropriately identified in each of the selected contracts,
including whether the promised services are capable of being distinct and are distinct in the context of the contract.
Revenues - Payment processing solutions and services - Refer to Note 1 to the financial statements.
Critical Audit Matter Description
The Company's revenues from its payment processing solutions and services consist of activity-based fees made up of a significant volume of low-dollar transactions, sourced
from multiple systems and applications. The processing of transactions and recording of revenues is highly automated and is based on contractual terms with merchants,
financial institutions, financial service providers, payment networks, and other parties.
We identified payment processing solutions and services revenues as a critical audit matter given the increased extent of effort, including the need for us to involve professionals
with expertise in information technology (IT), to identify, test, and evaluate the Company's systems, software applications, and automated controls.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's systems to process payment services revenues included the following, among others:
•
With the assistance of our IT specialists, we:
◦
Identified the significant systems used to process revenue transactions and tested the general IT controls over each of these systems, including testing of user
access controls, change management controls, and IT operations controls.
◦
Tested system interface controls and automated controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and
completeness of revenues.
•
We tested controls within the relevant revenue business processes, including those in place to reconcile the various reports extracted from the IT systems to the
Company’s general ledger.
•
We evaluated trends in recorded revenues, including interchange fees and payment network fees.
•
For a sample of revenue transactions, we tested selected transactions by agreeing the amounts of revenue recognized to source documents and tested the mathematical
accuracy of the recorded revenues.
•
We developed independent expectations of certain revenue streams and compared these to amounts recorded by the Company.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 14, 2025
We have served as the Company's auditor since 2002.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Global Payments Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, 2024, based on criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as
of and for the year ended December 31, 2024, of the Company and our report dated February 14, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 14, 2025
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GLOBAL PAYMENTS INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
 
Years Ended December 31,
2024
2023
2022
Revenues
$
10,105,894 
$
9,654,419 
$
8,975,515 
Operating expenses:
Cost of service
3,760,116 
3,727,521 
3,778,617 
Selling, general and administrative
4,285,307 
4,073,768 
3,524,578 
Impairment of goodwill
— 
— 
833,075 
Net (gain) loss on business dispositions
(273,134)
136,744 
199,094 
 
7,772,289 
7,938,033 
8,335,364 
Operating income
2,333,605 
1,716,386 
640,151 
Interest and other income
169,168 
113,711 
33,604 
Interest and other expense
(633,986)
(660,150)
(449,433)
 
(464,818)
(546,439)
(415,829)
Income before income taxes and equity in income of equity method investments
1,868,787 
1,169,947 
224,322 
Income tax expense
295,133 
209,020 
166,694 
Income before equity in income of equity method investments
1,573,654 
960,927 
57,628 
Equity in income of equity method investments, net of tax
70,499 
67,896 
85,685 
Net income
1,644,153 
1,028,823 
143,313 
Net income attributable to noncontrolling interests
(73,788)
(42,590)
(31,820)
Net income attributable to Global Payments
$
1,570,365 
$
986,233 
$
111,493 
Earnings per share attributable to Global Payments:
Basic earnings per share
$
6.18 
$
3.78 
$
0.41 
Diluted earnings per share
$
6.16 
$
3.77 
$
0.40 
See Notes to Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Years Ended December 31,
2024
2023
2022
Net income
$
1,644,153 
$
1,028,823 
$
143,313 
Other comprehensive income (loss):
Foreign currency translation adjustments
(433,849)
211,310 
(276,559)
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a
foreign entity
— 
— 
62,925 
Income tax benefit related to foreign currency translation adjustments
4,993 
4,131 
2,698 
Net unrealized gains (losses) on hedging activities
34,399 
(19,683)
12,915 
Reclassification of net unrealized (gains) losses on hedging activities to interest expense
(8,731)
(4,609)
21,327 
Income tax (expense) benefit related to hedging activities
(6,227)
5,853 
(8,172)
Other, net of tax
141 
439 
(222)
Other comprehensive income (loss)
(409,274)
197,441 
(185,088)
Comprehensive income (loss)
1,234,879 
1,226,264 
(41,775)
Comprehensive income attributable to noncontrolling interests
19,320 
92,987 
18,519 
Comprehensive income (loss) attributable to Global Payments
$
1,215,559 
$
1,133,277 
$
(60,294)
See Notes to Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
December 31, 2024
December 31, 2023
ASSETS
 
Current assets:
 
Cash and cash equivalents
$
2,538,416 
$
2,088,887 
Accounts receivable, net
1,081,740 
1,120,078 
Settlement processing assets
1,620,921 
4,097,417 
Prepaid expenses and other current assets
795,593 
767,377 
Total current assets
6,036,670 
8,073,759 
Goodwill
26,286,318 
26,743,523 
Other intangible assets, net
8,931,943 
10,168,046 
Property and equipment, net
2,277,593 
2,190,005 
Deferred income taxes
106,083 
111,712 
Notes receivable
772,297 
713,123 
Other noncurrent assets
2,479,351 
2,570,018 
Total assets
$
46,890,255 
$
50,570,186 
LIABILITIES AND EQUITY
Current liabilities:
Settlement lines of credit
$
503,407 
$
981,244 
Current portion of long-term debt
1,075,708 
620,585 
Accounts payable and accrued liabilities
3,079,924 
2,824,979 
Settlement processing obligations
1,593,675 
3,698,921 
Total current liabilities
6,252,714 
8,125,729 
Long-term debt
15,164,659 
15,692,297 
Deferred income taxes
1,832,996 
2,242,105 
Other noncurrent liabilities
623,319 
722,540 
Total liabilities
23,873,688 
26,782,671 
Commitments and contingencies
Redeemable noncontrolling interests
160,623 
507,965 
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 December 31, 2024 and 2023; 248,708,899 shares issued
and outstanding at December 31, 2024, and 260,382,746 shares issued and outstanding at December 31, 2023
— 
— 
Paid-in capital
18,118,942 
19,800,953 
Retained earnings
4,774,736 
3,457,182 
Accumulated other comprehensive loss
(612,992)
(258,925)
Total Global Payments shareholders’ equity
22,280,686 
22,999,210 
Nonredeemable noncontrolling interests
575,258 
280,340 
Total equity
22,855,944 
23,279,550 
Total liabilities, redeemable noncontrolling interests and equity
$
46,890,255 
$
50,570,186 
See Notes to Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net income
$
1,644,153 
$
1,028,823 
$
143,313 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment
493,003 
458,157 
399,486 
Amortization of acquired intangibles
1,369,328 
1,318,535 
1,262,969 
Amortization of capitalized contract costs
138,051 
123,405 
109,701 
Share-based compensation expense
164,244 
208,994 
163,261 
Provision for operating losses and credit losses
81,018 
97,103 
116,879 
Noncash lease expense
58,728 
65,307 
78,935 
Deferred income taxes
(346,228)
(499,974)
(315,495)
Paid-in-kind interest capitalized to principal of notes receivable
(74,139)
(46,524)
— 
Equity in income of equity method investments, net of tax
(70,499)
(67,896)
(85,685)
Distributions received on investments
32,849 
18,267 
45,521 
Impairment of goodwill
— 
— 
833,075 
Technology asset charge
55,808 
— 
— 
Net (gain) loss on business dispositions
(273,134)
136,744 
199,094 
Other, net
45,787 
71,063 
31,430 
Changes in operating assets and liabilities, net of the effects of business combinations:
Accounts receivable
(10,443)
(78,647)
(111,974)
Settlement processing assets and obligations, net
338,341 
(345,898)
(313,333)
Prepaid expenses and other assets
(221,447)
(289,826)
(295,980)
Accounts payable and other liabilities
107,263 
51,108 
(17,157)
Net cash provided by operating activities
3,532,683 
2,248,741 
2,244,040 
Cash flows from investing activities:
Business combinations and other acquisitions, net of cash and restricted cash acquired
(487,056)
(4,225,610)
(65,672)
Capital expenditures
(674,917)
(658,142)
(615,652)
Issuance of notes receivable
— 
(50,000)
— 
Repayment of notes receivable
— 
50,000 
— 
Net cash from sales of businesses
962,435 
479,067 
(29,755)
Proceeds from sales of investments
19,008 
42,135 
33,046 
Other, net
6,639 
1,438 
2,496 
Net cash used in investing activities
(173,891)
(4,361,112)
(675,537)
Cash flows from financing activities:
Net (repayments) borrowings from settlement lines of credit
(442,713)
220,682 
285,644 
Net (repayments) borrowings from commercial paper notes
(1,367,859)
1,367,859 
— 
Proceeds from long-term debt
9,635,049 
10,336,850 
9,812,289 
Repayments of long-term debt
(8,334,846)
(9,099,938)
(7,895,131)
Payments of debt issuance costs
(33,056)
(12,735)
(48,635)
Repurchases of common stock
(1,551,950)
(418,272)
(2,921,307)
Proceeds from stock issued under share-based compensation plans
43,009 
60,345 
44,127 
Common stock repurchased - share-based compensation plans
(56,229)
(41,225)
(38,601)
Purchase of subsidiary shares from noncontrolling interest
(108,770)
— 
— 
Distributions to noncontrolling interests
(38,086)
(32,997)
(23,031)
Proceeds and contributions from noncontrolling interests
4,044 
26,205 
— 
Payment of deferred and contingent consideration in business combination
(6,390)
(5,222)
(15,726)
Purchase of capped calls related to issuance of convertible notes
(256,250)
— 
(302,375)
Dividends paid
(252,811)
(260,431)
(273,955)
Net cash (used in) provided by financing activities
(2,766,858)
2,141,121 
(1,376,701)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(112,834)
12,519 
(99,219)
Increase in cash, cash equivalents and restricted cash
479,100 
41,269 
92,583 
Cash, cash equivalents and restricted cash, beginning of the period
2,256,875 
2,215,606 
2,123,023 
Cash, cash equivalents and restricted cash, end of the period
$
2,735,975 
$
2,256,875 
$
2,215,606 
See Notes to Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 
(in thousands, except per share data)
Shareholders' Equity
 
Number of
Shares
Paid-in Capital
Retained
Earnings
Accumulated Other
Comprehensive Loss
Total Global
Payments
Shareholders’ Equity
Nonredeemable
Noncontrolling
Interests
Total Equity
Redeemable
Noncontrolling
Interests
Balance at December 31, 2023
260,383 
$
19,800,953 
$
3,457,182 
$
(258,925)
$
22,999,210 
$
280,340 
$
23,279,550 
$
507,965 
Net income
1,570,365 
1,570,365 
51,381 
1,621,746 
22,407 
Other comprehensive loss
(354,806)
(354,806)
(39,636)
(394,442)
(14,832)
Stock issued under share-based compensation
plans
1,508 
43,009 
43,009 
43,009 
Common stock repurchased - share-based
compensation plans
(452)
(57,092)
(57,092)
(57,092)
Share-based compensation expense
164,244 
164,244 
164,244 
Repurchases of common stock
(12,730)
(1,565,688)
(1,565,688)
(1,565,688)
Distributions to noncontrolling interests
— 
(38,086)
(38,086)
Contributions from noncontrolling interests
— 
89 
89 
3,955 
Purchase of subsidiary shares from noncontrolling
interest
(71,807)
739
(71,068)
(37,702)
(108,770)
Reclassification of redeemable noncontrolling
interest to nonredeemable noncontrolling interest
— 
358,872 
358,872 
(358,872)
Purchase of capped calls related to issuance of
convertible notes, net of taxes of $61,573
(194,677)
(194,677)
(194,677)
Cash dividends declared ($1.00 per common
share)
(252,811)
(252,811)
(252,811)
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 
Shareholders' Equity
 
Number of
Shares
Paid-in Capital
Retained
Earnings
Accumulated Other
Comprehensive Loss
Total Global
Payments
Shareholders’ Equity
Nonredeemable
Noncontrolling
Interests
Total Equity
Redeemable
Noncontrolling
Interests
Balance at December 31, 2022
263,082 
$
19,978,095 
$
2,731,380 
$
(405,969)
$
22,303,506 
$
236,704 
$
22,540,210 
$
— 
Net income
986,233 
986,233 
41,104 
1,027,337 
1,486 
Other comprehensive income
147,044 
147,044 
8,745 
155,789 
41,652 
Stock issued under share-based compensation
plans
1,733 
60,345 
60,345 
60,345 
Common stock repurchased - share-based
compensation plans
(367)
(41,011)
(41,011)
(41,011)
Share-based compensation expense
208,994 
208,994 
208,994 
Redeemable noncontrolling interests acquired in
a business combination
— 
— 
471,119 
Share-based awards granted in connection with
a business combination
2,484 
2,484 
2,484 
Repurchases of common stock
(4,065)
(413,667)
(413,667)
(413,667)
Distributions to noncontrolling interests
— 
(26,705)
(26,705)
(6,292)
Sale of subsidiary shares to noncontrolling
interest
5,713 
5,713 
20,492 
26,205 
Cash dividends declared ($1.00 per common
share)
(260,431)
(260,431)
(260,431)
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 
See Notes to Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
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
Balance at December 31, 2021
284,750 
$
22,880,261 
$
2,982,122 
$
(234,182)
$
25,628,201 
$
241,216 
$
25,869,417 
Net income
111,493 
111,493 
31,820 
143,313 
Other comprehensive loss
(171,787)
(171,787)
(13,301)
(185,088)
Stock issued under share-based compensation plans
1,883 
44,127 
44,127 
44,127 
Common stock repurchased - share-based compensation plans
(285)
(38,423)
(38,423)
(38,423)
Share-based compensation expense
163,261 
163,261 
163,261 
Repurchases of common stock
(23,266)
(2,841,534)
(88,280)
(2,929,814)
(2,929,814)
Distributions to noncontrolling interests
— 
(23,031)
(23,031)
Purchase of capped calls related to issuance of convertible
notes, net of taxes of $72,778
(229,597)
(229,597)
(229,597)
Cash dividends declared ($1.00 per common share)
(273,955)
(273,955)
(273,955)
Balance at December 31, 2022
263,082 
$
19,978,095 
$
2,731,380 
$
(405,969)
$
22,303,506 
$
236,704 
$
22,540,210 
See Notes to Consolidated Financial Statements.
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NOTES TO 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.
We operate in two reportable segments: Merchant Solutions and Issuer Solutions. As described in "Note 3—Business Dispositions," during the second quarter of 2023, we
completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment. Our consolidated financial statements include
the results of our former Consumer Solutions segment for periods prior to disposition. See "Note 18—Segment Information" in the notes to the accompanying consolidated
financial statements for additional information about our segments.
These 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 consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States ("GAAP").
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues
and expenses during the reported period. Actual results could differ materially from those estimates. In particular, uncertainty resulting from global events and other
macroeconomic conditions are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial
assets, long-lived assets and goodwill and other losses. These consolidated financial statements reflect the financial statement effects based upon management’s estimates and
assumptions utilizing the most currently available information.
Recently adopted accounting pronouncements
Accounting Standards Update ("ASU") 2023-07 - In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures," which updates reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses, inclusion of all annual disclosures in interim periods and disclosure of the title and position of the chief operating decision maker. We adopted
ASU 2023-07 effective December 31, 2024 and applied it retrospectively to all periods presented in the financial statements. See "Note 18—Segment Information" for further
information.
ASU 2021-08 - In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers." We elected to early adopt ASU 2021-08 during the year ended December 31, 2022, with application to any business combinations for which the
acquisition date occurred after January 1, 2022. Prior to the adoption of this update, an acquirer generally recognized assets acquired and liabilities assumed in a business
combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance
with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606" or "ASC 606"), at fair value on the acquisition date. ASU
2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the
acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts, which should generally result in
an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial
statements. This update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue
contracts in a business combination.
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Recently issued accounting pronouncement not yet adopted
ASU 2024-03 - In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial
statements of specified information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026. Early
adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or
retrospectively to any or all prior periods presented in the financial statements. We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements.
ASU 2023-09 - In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvement to Income Tax Disclosures," which is intended to enhance
the transparency and decision usefulness of income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income
taxes paid information. The amendments in this update are effective for annual periods beginning with our fiscal year ended December 31, 2025. The amendments should be
applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating how the enhanced disclosure requirements of ASU 2023-09 will affect our
presentation, and we will include the incremental disclosures upon the effective date.
SEC rule changes - On March 6, 2024, the SEC adopted final rules that require disclosure of certain climate-related information, including disclosures relating to material
climate-related risks, targets or goals, risk management and governance activities and greenhouse gas emissions. In addition, the rules require disclosure of certain climate-
related financial metrics in the notes to the audited financial statements. The new disclosures are required on a prospective basis and provide for a phased-in compliance period.
However, in April 2024, the SEC stayed the rules pending judicial review. Therefore, the timing of the effectiveness of these rules and their ultimate enforceability is uncertain.
Revenue recognition - At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each
promise to transfer to the customer a good or service that is distinct. In accordance with ASC 606, we recognize revenue when a customer obtains control of promised goods
and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services.
Merchant Solutions. Our customers in the Merchant Solutions segment contract with us for payment services, which we provide in exchange for consideration for
completed transactions. Our payment solutions are similar around the world in that we enable our customers to accept card, check and digital-based payments. Our
comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, payment security services,
consolidated billing and reporting. In addition, we may sell or lease point-of-sale terminals or other equipment to customers.
For our payment services, the nature of our promise to the customer is that we stand ready to process transactions the customer requests on a daily basis over the contract
term. Since the timing and quantity of transactions to be processed by us is not determinable, we view payment services to comprise an obligation to stand ready to process as
many transactions as the customer requests. Under a stand-ready obligation, the evaluation of the nature of our performance obligation is focused on each time increment rather
than the underlying activities. Therefore, we view payment services to comprise a series of distinct days of service that are substantially the same and have the same pattern of
transfer to the customer. Accordingly, the promise to stand ready is accounted for as a single series performance obligation.
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In order to provide our payment services, we route and clear each transaction through the applicable payment network. We obtain authorization for the transaction and
request funds settlement from the card issuing financial institution through the payment network. When third parties are involved in the transfer of goods or services to our
customer, we consider the nature of each specific promised good or service and apply judgment to determine whether we control the good or service before it is transferred to
the customer or whether we are acting as an agent of the third party. To determine whether or not we control the good or service before it is transferred to the customer, we
assess indicators including which party is primarily responsible for fulfillment and which party has discretion in determining pricing for the good or service, as well as other
considerations. Based on our assessment of these indicators, we have concluded that our promise to our customer to provide our payment services is distinct from the services
provided by the card issuing financial institutions and payment networks in connection with payment transactions. We do not have the ability to direct the use of and obtain
substantially all of the benefits of the services provided by the card issuing financial institutions and payment networks before those services are transferred to our customer, and
on that basis, we do not control those services prior to being transferred to our customer. As a result, we present our revenues net of the interchange fees retained by the card
issuing financial institutions and the fees charged by the payment networks.
The majority of our payment services are priced as a percentage of transaction value or a specified fee per transaction, depending on the card type. We also charge other
per occurrence fees for specific services that may be unrelated to the number of transactions or transaction value.
Given the nature of the promise and the underlying fees based on unknown quantities or outcomes of services to be performed over the contract term, the total
consideration is determined to be variable consideration. The variable consideration for our payment service is usage-based and, therefore, it specifically relates to our efforts to
satisfy our payment services performance obligation. The variability is satisfied each day the service is provided to the customer. We directly ascribe variable fees to the distinct
day of service to which it relates, and we consider the services performed each day in order to ascribe the appropriate amount of total fees to that day. Therefore, we measure
revenues for our payment service on a daily basis based on the services that are performed on that day.
Certain of our technology-enabled customer arrangements contain multiple promises, such as payment services, perpetual software licenses, software-as-a-service
("SaaS"), maintenance, installation services, training and equipment, each of which is evaluated to determine whether it represents a separate performance obligation. SaaS
arrangements are generally offered on a subscription basis, providing the customers with access to the SaaS platform along with general support and maintenance services.
Because these promised services within our SaaS arrangements are delivered concurrently over the contract term, we account for these promises as if they are a single
performance obligation that includes a series of distinct services with the same pattern of transfer to the customer. In addition, certain implementation services are not
considered distinct from the SaaS and are recognized over the expected period of benefit.
Once we determine the performance obligations and the transaction price, including an estimate of any variable consideration, we then allocate the transaction price to
each performance obligation in the contract using a relative standalone selling price method. We determine standalone selling price based on the price at which the good or
service is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price by considering all reasonably
available information, including market conditions, trends or other company- or customer-specific factors.
Substantially all of the performance obligations within our SaaS arrangements described above are satisfied over time. We satisfy the combined SaaS performance
obligation by standing ready to provide access to the SaaS. Consideration for SaaS arrangements may consist of fixed or usage-based fees. Revenue is recognized over the period
for which the services are provided or by directly ascribing any variable fees to the distinct day of service based on the services that are performed on that day. The performance
obligations associated with equipment sales, perpetual software licenses and certain professional services are generally satisfied at a point in time when they are transferred to
the customer. For certain other professional services that represent separate performance obligations, we generally use the input method and recognize revenue based on the
number of hours incurred or services performed to date in relation to the total services expected to be required to satisfy the performance obligation.
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Issuer Solutions. Issuer Solutions segment revenues are primarily derived from long-term contracts with financial institutions and other financial service providers. Issuer
Solutions customer contracts typically include an obligation to provide processing services to those customers. Payment processing services revenues are generated primarily
from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and
mailed, and other processing services for cardholder accounts on file. Most of the customer contracts have prescribed annual minimums, penalties for early termination, and
service level agreements that may affect contractual fees if specific service levels are not achieved. We have determined that these processing services represent a stand-ready
obligation comprising a series of distinct days of services that are substantially the same and have the same pattern of transfer to the customer.
Issuer Solutions contracts may also include additional performance obligations relating to loyalty redemption services and other professional services. Similar to
processing services, we have determined that loyalty redemption services represent a stand-ready obligation comprising a series of distinct days of service that are substantially
the same and have the same pattern of transfer to the customer.
To the extent a contract includes multiple promised services, we must apply judgment to determine whether promised services are capable of being distinct and are
distinct in the context of the contract. If these criteria for being distinct are not met, the promised services are combined and accounted for as a single performance obligation.
The performance obligations to provide processing services and loyalty redemption services include variable consideration. The variable consideration for our services is
usage-based and, therefore, it specifically relates to our efforts to satisfy our services performance obligation. The variability is satisfied each day the service is provided to the
customer. We directly ascribe variable fees to the distinct day of service to which it relates, and we consider the services performed each day in order to ascribe the appropriate
amount of total fees to that day. Therefore, we measure revenues for our services on a daily basis based on the services that are performed on that day.
Professional services performance obligations are satisfied over time. For professional services, we recognize revenue based on the labor hours incurred for time and
materials projects or on a straight-line basis for fixed-fee projects.
In some cases, we pay certain of our customers a signing incentive at contract inception or renewal. Consideration paid to customers is accounted for as a reduction of the
transaction price and recognized as a reduction in revenues as the related services are provided to the customer, typically over the contract term. The deferred portion of
consideration paid to customers is classified within other assets in our consolidated balance sheets.
Other Issuer Solutions customer arrangements provide business-to-business ("B2B") payment services, consisting of a stand-ready obligation to process financial
transactions for which revenue is recognized on a daily basis based on the services that are performed on that day. Customer contracts may also include subscription based SaaS
arrangements that automate key procurement processes and enable virtual cards and integrated payments options, for which revenue is recognized over time on a ratable basis
over the contract term beginning on the date that the services are first made available to the customer.
Consumer Solutions. 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. For the periods prior to disposition, our Consumer Solutions arrangements included a stand-ready performance obligation to provide account access and
facilitate purchase transactions. Revenues principally consisted of fees collected from cardholders and fees generated by cardholder activity in connection with the programs
that we managed. Customers were typically charged a fee for each purchase transaction made using their cards, unless the customer was on a monthly or annual service plan, in
which case the customer was instead charged a monthly or annual subscription fee, as applicable. Customers were also charged a monthly maintenance fee after a specified
period of inactivity. We also charged fees associated with additional services offered in connection with our accounts, including the use of overdraft features, a variety of bill
payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers.
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We determined that we had a right to consideration from a customer in an amount that corresponded directly with our performance completed to date. As a result, we
recognized revenue in the amount to which we had a right to invoice. Revenues were recognized net of fees charged by the payment networks for services they provided in
processing transactions routed through them.
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 consider certain portions of our cash and cash equivalents to be unrestricted but not available for general purposes. The amount of cash that we consider to be
available for general purposes, $1,067.5 million and $703.3 million as of December 31, 2024 and 2023, respectively, does not include the following: (i) settlement-related cash
balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) funds held for customers. Settlement-related cash balances represent funds that we
hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted in their use;
however, these funds are generally paid out in satisfaction of a processing obligation the following day. Merchant Reserves serve as collateral to minimize contingent liabilities
associated with any losses that may occur under the merchant agreement. We recognize a corresponding liability in settlement processing assets and settlement processing
obligations in our consolidated balance sheets. While this cash is not restricted in its use, we believe that designating this cash as Merchant Reserves strengthens our fiduciary
standing with financial institutions that sponsor us. 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.
Restricted cash includes amounts that cannot be withdrawn or used for general operating activities under legal or regulatory restrictions. Restricted cash consists of
amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate
segregation and restriction in their use. Restricted cash is included in prepaid expenses and other current assets in the consolidated balance sheets with a corresponding liability
in accounts payable and accrued liabilities.
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 December 31, 2024, approximately 75% of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money
center banks. Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that
those institutions will be able to continue to do so. We have not experienced any losses associated with our balances in such accounts for the years ended December 31, 2024,
2023 or 2022.
A reconciliation of the amounts of cash and cash equivalents and restricted cash in the consolidated balance sheets to the amount in the consolidated statements of cash
flows is as follows:
December 31,
2024
2023
(in thousands)
Cash and cash equivalents
$
2,538,416 
$
2,088,887 
Restricted cash
197,559 
167,190 
Cash included in assets held for sale
— 
798 
Cash, cash equivalents and restricted cash shown in the statement of cash flows
$
2,735,975 
$
2,256,875 
Accounts receivable, contract assets and contract liabilities - A contract with a customer creates legal rights and obligations. As we perform under customer contracts, our
right to consideration that is unconditional is considered to be accounts receivable. If our right to consideration for such performance is contingent upon a future event or
satisfaction of additional performance obligations, the amount of revenues we have recognized in excess of the amount we have billed to the customer is recognized as a contract
asset. Contract liabilities represent consideration received from customers in excess of revenues recognized. Contract assets and liabilities are presented net at the individual
contract level in the consolidated balance sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. See "Note
4—Revenues" for further information.
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Allowance for credit losses on accounts receivable - We are exposed to credit losses on accounts receivable balances. We utilize a combination of aging and loss-rate
methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is
considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes
consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in
specific customer risk profiles or mix of customers, geographic risk, industry or economic trends and relevant environmental factors. Accounts receivable is presented net of an
allowance for credit losses of $24.7 million and $19.0 million as of December 31, 2024 and 2023, respectively.
The measurement of the allowance for credit losses on accounts receivable is recognized through credit loss expense and is included as a component of selling, general
and administrative expenses in our consolidated statements of income. We recognized credit loss expense of $25.0 million, $23.3 million and $15.0 million for the years ended
December 31, 2024, 2023 and 2022, respectively. Write-offs are recognized in the period in which the asset is deemed to be uncollectible. Recoveries are recognized when
received as a direct credit to the credit loss expense.
Revenues are recognized net of estimated billing adjustments. Adjustments to customer invoices are charged against the allowance for billing adjustments.
Contract costs - We capitalize certain costs to obtain contracts with customers, including employee sales commissions and fees to business partners. At contract inception,
we capitalize costs incurred that we expect to recover and that would not have been incurred if the contract had not been obtained. In certain instances in which costs related to
obtaining customers are incurred after the inception of the customer contract, such costs are capitalized as the corresponding liability is recognized. We also capitalize certain
costs incurred to fulfill our contracts with customers that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance
obligation under the contract and (iii) are expected to be recovered through revenues generated under the contract. Capitalized costs to obtain and to fulfill contracts are included
in other noncurrent assets.
Contract costs are amortized to operating expense in our consolidated statements of income on a systematic basis consistent with the transfer to the customer of the goods
or services to which the asset relates. Amortization of capitalized costs to obtain customer contracts is included in selling, general and administrative expenses in the
consolidated statements of income, while amortization of capitalized costs to fulfill customer contracts is included in cost of services. We utilize a straight-line or proportional
amortization method depending upon which method best depicts the pattern of transfer of the goods or services to the customer. We amortize these assets over the expected
period of benefit, which, based on the factors noted above, is typically three to seven years. In order to determine the appropriate amortization period for capitalized contract
costs, we consider a combination of factors, including customer attrition rates, estimated terms of customer relationships, the useful lives of technology we use to provide goods
and services to our customers, whether future contract renewals are expected and if there is any incremental commission expected to be paid associated with a contract renewal.
Costs to obtain a contract with an expected period of benefit of one year or less are recognized as an expense when incurred. We evaluate contract costs for impairment by
comparing, on a pooled basis, the expected future net cash flows from underlying customer relationships to the carrying amount of the capitalized contract costs. See "Note
4—Revenues" for further information.
Up-front distributor and partner payments - We capitalize certain up-front contractual payments to third-party distributors and partners and recognize the capitalized
amount as expense ratably over the period of benefit, which is generally the contract period. If the contract requires the distributor or partner to perform specific acts and no
other conditions exist for the distributor or partner to earn or retain the up-front payment, then we recognize the capitalized amount as an expense when the performance
conditions have been met. Up-front distributor and partner payments are classified in our consolidated balance sheets within prepaid expenses and other current assets and other
noncurrent assets and the related expense is reported within selling, general and administrative expenses in our consolidated statements of income.
Settlement processing assets and obligations - Funds settlement refers to the process in our Merchant Solutions segment of transferring funds between card issuers and
merchants for merchant sales and credits processed on our systems. We use our internal network to provide funding instructions to financial institutions that in turn fund the
merchants. We process funds settlement under two models, a sponsorship model and a direct membership model.
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Under the sponsorship model, we are designated as an independent sales organization by Mastercard and Visa, which means that member clearing banks ("Member")
sponsor us and require our adherence to the standards of the payment networks. In certain markets, we have sponsorship or depository and clearing agreements with financial
institution sponsors. These agreements allow us to route transactions under the Members' control and identification numbers to clear credit card transactions through Mastercard
and Visa. In this model, the standards of the payment networks restrict us from performing funds settlement or accessing merchant settlement funds, and, instead, require that
these funds be in the possession of the Member until the merchant is funded.
Under the direct membership model, we are members in various payment networks, allowing us to process and fund transactions without third-party sponsorship. In this
model, we route and clear transactions directly through the card brand’s network and are not restricted from performing funds settlement. Otherwise, we process these
transactions similarly to how we process transactions in the sponsorship model. We are required to adhere to the standards of the payment networks in which we are direct
members. We maintain relationships with financial institutions, which may also serve as our Member sponsors for other card brands or in other markets, to assist with funds
settlement.
Timing differences, interchange fees, merchant reserves and exception items cause differences between the amount received from the payment networks and the amount
funded to the merchants. These intermediary balances arising in our settlement process are reflected as settlement processing assets and obligations in our consolidated balance
sheets.
Settlement processing assets and obligations include the following components:
•
Interchange reimbursement. Our receivable from merchants for the portion of the discount fee related to reimbursement of the interchange fee.
•
Receivable from Members. Our receivable from the Members for transactions in which we have advanced funding to the Members to fund merchants in advance of
receipt of funding from payment networks.
•
Receivable from networks. Our receivable from a payment network for transactions processed on behalf of merchants where we are a direct member of that particular
network.
•
Exception items. Items such as customer chargeback amounts received from merchants.
•
Merchant Reserves. Reserves held to minimize contingent liabilities associated with losses that may occur under the merchant agreement.
•
Liability to Members. Our liability to the Members for transactions that have not yet been funded to the merchants.
•
Liability to merchants. Our liability to merchants for transactions that have been processed but not yet funded where we are a direct member of a particular payment
network.
•
Allowance for credit and other merchant losses on settlement assets. Allowances, charges or expected credit losses on chargebacks, merchant fraud or other merchant-
related reason.
We apply offsetting to our settlement processing assets and obligations where a right of setoff exists. In the sponsorship model, we apply offsetting by Member agreement
because the Member is ultimately responsible for funds settlement. With these Member transactions, we do not have access to the gross proceeds of the receivable from the
payment networks and, thus, do not have a direct obligation or any ability to satisfy the payable to fund the merchant. In these situations, we apply offsetting to determine a net
position for each Member agreement. If that net position is an asset, we reflect the net amount in settlement processing assets in our consolidated balance sheet. If that net
position is a liability, we reflect the net amount in settlement processing obligations in our consolidated balance sheet. In the direct membership model, offsetting is not applied,
and the individual components are presented as an asset or obligation based on the nature of that component.
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Allowance for credit and other merchant losses on settlement assets - Our merchant customers are liable for any charges or losses that occur under the merchant
agreement. We have a risk of loss in our card processing services associated with the liability to collect amounts from merchant customers for any charges properly reversed by
the card issuing financial institutions. We are therefore exposed to credit losses on these settlement processing assets. We utilize a combination of aging and loss-rate methods to
develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the
estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of
qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk
profiles or mix of customers, geographic risk, industry or economic trends and relevant environmental factors. We require cash deposits, guarantees, letters of credit and other
types of collateral from certain merchants to minimize the risk of loss, and we also utilize a number of systems and procedures to manage merchant risk. The allowance for
credit losses on settlement processing assets was $10.0 million and $9.7 million as of December 31, 2024 and 2023, respectively.
The measurement of the allowance for credit losses on settlement assets is recognized through credit loss expenses and is included as a component of cost of service in our
consolidated statements of income. We recognized credit loss expense of $22.4 million, $19.2 million and $13.0 million for the years ended December 31, 2024, 2023 and
2022, respectively. Write-offs are recognized in the period in which the asset is deemed to be uncollectible. Recoveries are recognized when received as a direct credit to the
credit loss expense.
Additionally, when we are not able to collect these amounts from merchants due to merchant fraud, insolvency, bankruptcy or any other reason, we may be liable for the
reversed charges. We recognize an estimated liability for merchant losses comprised of estimated incurred but not reported losses, which is included in accrued liabilities in our
consolidated balance sheet. The provision for merchant losses is included as a component of cost of service in our consolidated statements of income.
Reserve for contract contingencies and processing errors - A significant number of our customer contracts in our Issuer Solutions segment contain service level
agreements that can result in performance penalties payable by us if we do not meet contractually required service levels. We recognize an accrual for estimated performance
penalties and processing errors. When providing for these accruals, we consider such factors as our history of incurring performance penalties and processing errors, actual
contractual penalty charge rates in our contracts, progress towards milestones and known processing errors. These accruals are included in accrued liabilities in our consolidated
balance sheets. Depending on the nature of the item, transaction processing provisions are either included as a reduction of the transaction price and recognized as a reduction in
revenues as the related services are provided to the customer, or recognized as a component of cost of service, in our consolidated statements of income.
Reserve for cardholder losses - Through services offered in our former Consumer Solutions segment, we were exposed to losses due to cardholder fraud, payment defaults
and other forms of cardholder activity as well as losses due to nonperformance of third parties who received cardholder funds for transmittal to the issuing financial institutions.
We established a reserve for losses we estimated would arise from processing customer transactions, debit card overdrafts, chargebacks for unauthorized card use and merchant-
related chargebacks due to nondelivery of goods and services. These reserves were established based upon historical loss and recovery rates and cardholder activity for which
specific losses could be identified. Prior to the disposition of our consumer business, the provision for cardholder losses was included as a component of cost of service in our
consolidated statements of income.
Property and equipment - Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are generally
calculated using the straight-line method. Leasehold improvements are amortized over the lesser of the remaining term of the lease and the useful life of the asset.
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We develop software that is used to provide services to customers. Capitalization of internal-use software costs, primarily associated with operating platforms, occurs
when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be
completed and the project will be used to perform the function intended. Costs incurred during the preliminary project stage are recognized as expense as incurred. Capitalized
internal-use software is amortized over its estimated useful life, which is typically five to ten years, in a manner that best reflects the pattern of economic use of the assets. See
"Note 5—Property and Equipment" for further information.
Goodwill - We test goodwill for impairment at the reporting unit level annually (in the fourth quarter) and more often if an event occurs or circumstances change that
indicate the fair value of a reporting unit is below its carrying amount. We have the option of performing a qualitative assessment of impairment to determine whether any
further quantitative assessment for impairment is necessary. The election of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit.
Factors we consider in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of
our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, our share price, and other relevant entity-specific
events. If we elect to bypass the qualitative assessment or if we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less
than the carrying amount, a quantitative test would be required. The quantitative assessment compares the estimated fair value of the reporting unit to its carrying amount, and
recognizes an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its estimated fair value, without exceeding the total amount of goodwill
allocated to that reporting unit.
During the second quarter of 2022, a sustained decline in our share price and increases in discount rates, primarily resulting from increased economic uncertainty,
indicated a potential decline in fair value and triggered a requirement to evaluate our Issuer Solutions and former Business and Consumer Solutions reporting units for potential
impairment as of June 30, 2022. Furthermore, the estimated sales price for the consumer business portion of our former Business and Consumer Solutions reporting unit also
indicated a potential decline in fair value as of June 30, 2022. We determined on the basis of the quantitative assessment that the fair value of our Issuer Solutions reporting unit
was still greater than its carrying amount as of June 30, 2022, indicating no impairment. Based on the quantitative assessment of our former Business and Consumer Solutions
reporting unit, including consideration of the consumer business disposal group and the remaining assets of the reporting unit, we recognized a goodwill impairment charge of
$833.1 million in our consolidated statement of income during the three months ended June 30, 2022. The estimated fair value used in the goodwill impairment assessment was
considered to be a nonrecurring Level 3 measurement of the valuation hierarchy.
During the third quarter of 2022, as a result of the pending disposition of our consumer business and changes in how our business is managed, we realigned the businesses
previously comprising our former Business and Consumer Solutions segment to include the B2B portion within our Issuer Solutions segment and the consumer portion forming
our Consumer Solutions segment. In connection with the change in presentation of segment information, the B2B portion of our former Business and Consumer Solutions
reporting unit was realigned into the Issuer Solutions reporting unit, including a reallocation of goodwill. During the second quarter of 2023, we completed the sale of our
consumer business. In addition, during 2023, we realigned our reporting units based on organizational changes and the acquired operations of EVO.
As of October 1, 2024, our reporting units consisted of the following: North America Payments Solutions, Vertical Market Software Solutions, Europe Merchant
Solutions, Spain Merchant Solutions, Asia-Pacific Merchant Solutions, Latin America Merchant Solutions and Issuer Solutions. As of October 1, 2024, we performed a
quantitative assessment of impairment for our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units
and a qualitative assessment for all other reporting units. We determined on the basis of the quantitative assessments of our Issuer Solutions, Europe Merchant Solutions, Spain
Merchant Solutions and Latin America Merchant Solutions reporting units that the fair value of each reporting unit was greater than its respective carrying amount, indicating
no impairment. Additionally, we determined on the basis of the qualitative factors that the fair value of other reporting units was not more likely than not less than the respective
carrying amounts.
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During the quarter ended December 31, 2024, we realigned our reporting units based on a strategic and organizational changes. The new reporting units are Core
Payments Solutions, Integrated and Embedded Solutions, Point-of-Sale and Software Solutions, International Merchant Solutions and Issuer Solutions. Upon realignment of our
reporting units, we performed a quantitative assessment of impairment for our Core Payments Solutions, Integrated and Embedded Solutions and Point-of-Sale and Software
Solutions reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was greater than its respective carrying amount, indicating
no impairment. Additionally, our International Merchant Solutions reporting unit was an aggregation of our former Europe, Spain and Asia-Pacific reporting units, and was not
more likely than not less than its respective carrying amounts. The realignment did not affect our Issuer Solutions reporting unit.
See "Note 6—Goodwill and Other Intangible Assets" for further information.
Other intangible assets - Other intangible assets include customer-related intangible assets (such as customer lists, merchant contracts and referral agreements), contract-
based intangible assets (such as noncompete agreements, distributor agreements and processing rights), acquired technologies, trademarks and trade names associated with
business combinations. These assets are amortized over their estimated useful lives. The useful lives for customer-related intangible assets are determined based primarily on
forecasted cash flows, which include estimates for the revenues, expenses, and customer attrition associated with the assets. The useful lives of contract-based intangible assets
are equal to the terms of the agreements. The useful lives of acquired technologies are based on an estimate of the period over which we expect to receive economic benefit. The
useful lives of amortizable trademarks and trade names are based on an estimate of the period over which we will earn revenues for the related assets, including contemplation
of any future plans to use the trademarks and trade names in the applicable markets.
We use the straight-line method of amortization for our amortizable acquired technologies, trademarks and trade names and certain contract-based intangible assets.
Amortization for most of our customer-related intangible assets and certain contract-based intangible assets is determined using an accelerated method. Under this accelerated
method, we determine amortization expense for any period by first dividing the expected cash flows for that period that were used in determining the acquisition-date fair value
of the asset by the expected total cash flows over the estimated life of the asset. We then multiply that ratio by the initial carrying amount of the asset to arrive at the
amortization expense for that period. If the cash flow patterns that we experience differ significantly from our initial estimates, we adjust the amortization schedule
prospectively. We believe that our accelerated method reflects the expected pattern of the benefit to be derived. See "Note 6—Goodwill and Other Intangible Assets" for further
information.
Implementation costs incurred in a cloud computing arrangement - We capitalize implementation costs associated with cloud computing arrangements that are service
contracts, and we amortize these capitalized implementation costs to expense on a straight-line basis over the term of the applicable hosting arrangement. Our cloud computing
arrangements involve services we use to support certain internal corporate functions as well as technology associated with revenue-generating activities. As of December 31,
2024 and 2023, capitalized implementation costs, net of accumulated amortization, were $215.4 million and $206.5 million, respectively, and are presented within other
noncurrent assets in the consolidated balance sheets. Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $7.6 million, $3.8 million and
$3.1 million, respectively, and is presented in the same line item in the consolidated statements of income as the expense for the associated cloud services arrangement. During
the year ended December 31, 2024, we also recognized a charge of $28.5 million for technology assets that will no longer be utilized under a revised technology architecture
development strategy, which was included within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses
for segment reporting purposes.
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Leases - We evaluate each of our lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of
each identified lease. A lease exists if we obtain substantially all of the economic benefits of, and have the right to control the use of, an asset for a period of time. Right-of-use
assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease agreement. We
recognize right-of-use assets and lease liabilities at the lease commencement date based on the present values of fixed lease payments over the term of the lease. Right-of-use
assets may also be adjusted to reflect any prepayments made or any incentive payments received. Operating lease costs and depreciation expense for finance leases are
recognized as expense on a straight-line basis over the lease term. We consider a termination or renewal option in the determination of the lease term when it is reasonably
certain that we will exercise that option. Because our leases generally do not provide a readily determinable implicit interest rate, we use an incremental borrowing rate to
measure the lease liability and associated right-of-use asset at the lease commencement date. The incremental borrowing rate used is a fully collateralized rate that considers our
credit rating, market conditions and the term of the lease at the lease commencement date. We have made an accounting policy election to not recognize assets or liabilities for
leases with a term of less than 12 months and to account for all components in a lease arrangement as a single combined lease component for all asset classes with the exception
of computer equipment, for which we account for lease and nonlease components separately. See "Note 7—Leases" for further information.
Impairment of long-lived assets - We regularly evaluate whether events and circumstances have occurred that indicate the carrying amount of property and equipment,
capitalized software, lease right-of-use assets and finite-life intangible assets may not be recoverable. When factors indicate that these long-lived assets should be evaluated for
possible impairment, we assess the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future
undiscounted cash flows expected from use of the asset and its eventual disposition. The evaluation is performed at the asset group level, which is the lowest level of identifiable
cash flows. If the carrying amount of the asset group is determined to be not recoverable, a write-down to fair value is recognized. Fair values are determined based on quoted
market prices or discounted cash flow analysis as applicable. We regularly evaluate whether events and circumstances have occurred that indicate the useful lives of property
and equipment and finite-life intangible assets may warrant revision.
Assets held for sale - We classify an asset or business as a held for sale disposal group if we have committed to a plan to sell the asset or business within one year and are
actively marketing the asset or business in its current condition for a price that is reasonable in comparison to its estimated fair value. Disposal groups held for sale are reported
at the lower of carrying amount or fair value less costs to sell. Long-lived assets classified as held for sale are not subject to depreciation or amortization, and both the assets and
any liabilities directly associated with the disposal group are presented net within separate current and noncurrent held for sale line items in our consolidated balance sheets.
Subsequent changes to the estimated selling price of an asset or disposal group held for sale are recognized as gains or losses in our consolidated statement of income and any
subsequent gains are limited to the cumulative losses previously recognized.
Notes receivable and allowance for credit losses - During the year ended December 31, 2023, we provided seller financing in connection with the sale of our former
consumer and gaming businesses. We classify notes receivable as held for investment based on the intent and ability to hold for the foreseeable future or until maturity or payoff,
and the notes are presented at amortized cost within notes receivable in our consolidated balance sheet. Interest income is recognized using the effective interest method, which
includes the accretion of the difference between the fair value at inception and the face value of the notes.
We are exposed to credit losses on the notes. We utilize a probability-of-default and loss given default method to develop an estimate of current expected credit losses
applied at the loan level. A variety of factors are considered to estimate the expected credit loss, including the probability of default (representing the probability the asset will
default within a given time frame), the loss given default (representing the percentage of the asset that is not expected to be collected due to default), leverage ratios, interest
rates, market and industry data, and forecasts that affect the collectibility of the reported amount. The estimation process also includes consideration of qualitative and
quantitative risk factors associated with expected timing of payment, industry trends and current and anticipated future economic conditions. Expected credit losses are
estimated over the life of the loans, adjusted for expected prepayments when appropriate. We recognized a noncash charge as an allowance for estimated future credit losses on
the notes of $15.2 million for the year ended December 31, 2023, which is included as a component of interest and other expense in our consolidated statements of income.
Notes receivable are presented net of an allowance for credit losses of $15.2 million as of December 31, 2024 and 2023, respectively.
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Equity method investments - We have certain investments, including a 45% interest in China UnionPay Data Co., Ltd. that we account for using the equity method of
accounting. Equity method investments are recognized initially at cost and subsequently adjusted for our portion of equity in earnings, cash contributions and distributions, and
foreign currency translation adjustments. As of December 31, 2024 and 2023, we had total equity method investments of $999.3 million and $989.6 million, respectively,
presented within other noncurrent assets in the consolidated balance sheets.
Accrued buyout liability - Certain of our Merchant Solutions salespersons in the United States are paid residual commissions based on the profitability generated by certain
merchant customers. We have the right, but not the obligation, to buy out some or all of these commissions and intend to do so periodically. Such purchases of the commissions
are at a fixed multiple of the last 12 months of commissions. Because of our intent and ability to execute purchases of the residual commissions, and the mutual understanding
between us and our salespersons, we have accounted for this deferred compensation arrangement pursuant to the substantive nature of the plan. Therefore, we recognize a
liability for the amount that we would have to pay (the "settlement cost") to buy out related commissions in their entirety from vested salespersons, and an estimated amount for
unvested salespersons based on their progress towards vesting and the expected percentage that will become vested. As the liability increases over the first year of the related
merchant contract, we recognize a related asset. Subsequent changes in the estimated accrued buyout liability due to merchant attrition, same-store sales growth or contraction
and changes in profitability are included in selling, general and administrative expense in the consolidated statements of income. The classification of the accrued buyout
liability between current and noncurrent in the consolidated balance sheet is based upon our estimate of the amount of the accrued buyout liability that we reasonably expect to
pay over the next 12 months.
Income taxes - Deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax laws
and rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
We periodically assess our tax exposures related to periods that are open to examination. Based on the latest available information, we evaluate our tax positions to
determine whether the position will more likely than not be sustained upon examination by the U.S. Internal Revenue Service or other taxing authorities. If we do not reach a
more-likely-than-not determination, no benefit is recognized. If we determine that the tax position is more likely than not to be sustained, we recognize the largest amount of
benefit that is more likely than not to be realized when the tax position is settled. We present interest and penalties related to unrecognized income tax benefits in interest and
other expense and selling, general and administrative expenses, respectively, in our consolidated statements of income. See "Note 12—Income Tax" for further information.
Derivative instruments - We may use interest rate swaps or other derivative instruments to manage a portion of our exposure to the variability in interest rates. Our
objective in managing our exposure to fluctuation in interest rates is to better control this element of cost and to mitigate the earnings and cash flow volatility associated with
changes in applicable rates. We have established policies and procedures that encompass risk-management philosophy and objectives, guidelines for derivative instrument
usage, counterparty credit approval, and the monitoring and reporting of derivative activity. We do not use derivative instruments for speculation.
At inception, we formally designate and document instruments that qualify for hedge accounting of underlying exposures. When qualified for hedge accounting, these
financial instruments are recognized at fair value in our consolidated balance sheets, and changes in fair value are recognized as a component of other comprehensive income
(loss) and included in accumulated other comprehensive loss within equity in our consolidated balance sheets. Cash flows resulting from settlements are presented as a
component of cash flows from operating activities within our consolidated statements of cash flows.
We formally assess, both at inception and at least quarterly, whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows
of the related underlying exposure. Fluctuations in the value of these instruments generally are offset by changes in the forecasted cash flows of the underlying exposures being
hedged. This offset is driven by the high degree of effectiveness between the exposure being hedged and the hedging instrument. We designated each of our active interest rate
swap agreements as a cash flow hedge of interest payments on variable rate borrowings.
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In addition, we designated our Euro-denominated senior notes as a hedge of our net investment in our Euro-denominated operations. The purpose of the net investment
hedge is to offset the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates. The foreign currency
remeasurement gains and losses associated with the Euro-denominated senior notes and our Euro-denominated operations are presented within the same components of other
comprehensive income and accumulated comprehensive income.
See "Note 10—Derivatives and Hedging Instruments" for further information about our derivative instruments.
Fair value measurements - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the reporting date. GAAP establishes a fair value hierarchy that categorizes the inputs to valuation techniques into three broad levels. Level 1 inputs utilize
quoted prices in active markets for identical assets or liabilities. Level 2 inputs are based on other observable market data, such as quoted prices for similar assets and liabilities,
and inputs other than quoted prices that are observable such as interest rates and yield curves. Level 3 inputs are developed from unobservable data reflecting our assumptions
and include situations where there is little or no market activity for the asset or liability.
Fair value of financial instruments - The carrying amounts of cash and cash equivalents, restricted cash, receivables, settlement lines of credit, accounts payable and
accrued liabilities approximate their fair value given the short-term nature of these items.
The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation
hierarchy. The estimated fair value of our $2.0 billion 1.500% convertible notes was based on quoted market prices in an active market and is considered to be a Level 1
measurement of the valuation hierarchy and our $1.5 billion 1.000% convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of
the valuation hierarchy. Certain of our long-term debt arrangements include variable interest rates. The fair value of long-term debt with variable interest rates was determined
using Level 2 inputs, and approximated carrying amount, exclusive of debt issuance costs. The fair values of our swap agreements were determined based on the present value
of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date and classified within Level 2 of the valuation hierarchy. See
"Note 9—Long-Term Debt and Lines of Credit" and "Note 10—Derivatives and Hedging Instruments" for further information.
The estimated fair value of our notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the valuation hierarchy.
See "Note 3—Business Dispositions" for further information.
We also have investments in equity instruments without readily determinable fair values. As permitted, we have elected a measurement alternative for equity instruments
that do not have readily determinable fair values. Under such alternative, these instruments are measured at cost plus or minus any changes resulting from observable price
changes in orderly transactions for an identical or similar investment of the same issuer less any impairments. Any resulting change in carrying amount would be reflected in net
income.
Redeemable Noncontrolling Interests - Redeemable noncontrolling interests refers to noncontrolling interests that are redeemable upon the occurrence of an event that is
not solely within our control and is reported in the mezzanine section between total liabilities and shareholders' equity, as temporary equity in our consolidated balance sheets.
The redeemable noncontrolling interests for each subsidiary are adjusted each reporting period to 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. In determining the measurement method of
redemption price, we have elected to accrete changes in the redemption price over the period from the date of issuance to the earliest redemption date of the instrument using the
effective interest method, applied prospectively. We have also elected to recognize the entire amount of any redemption price adjustments in net income attributable to
noncontrolling interests in our consolidated statements of income. Certain of our redeemable noncontrolling interests are redeemable at fair value and are considered to be a
Level 3 measurement of the valuation hierarchy. See "Note 16—Noncontrolling Interests" for further information.
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Foreign currencies - We have significant operations in a number of foreign subsidiaries whose functional currency is the local currency. The assets and liabilities of
subsidiaries whose functional currency is a foreign currency are translated into the reporting currency at the period-end rate of exchange. Income statement items are translated
at the weighted-average rates prevailing during the period. The resulting translation adjustment is presented as a component of other comprehensive income and is included in
accumulated comprehensive income within equity in our consolidated balance sheets.
Gains and losses on transactions denominated in currencies other than the functional currency are generally included in determining net income for the period. For the
years ended December 31, 2024, 2023 and 2022, our transaction gains and losses were insignificant. Transaction gains and losses on intercompany balances of a long-term
investment nature are presented as a component of other comprehensive income (loss) and included in accumulated comprehensive income (loss) within equity in our
consolidated balance sheets. When a foreign subsidiary is disposed of in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified
from the separate component of equity into our consolidated statement of income.
Earnings per share - Basic earnings per share ("EPS") is computed by dividing net income attributable to Global Payments by the weighted-average number of shares
outstanding during the period. Earnings available to common shareholders is the same as 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 years ended December 31, 2024,
2023 and 2022 excluded approximately 293,422, 191,353 and 700,119, respectively, shares related to stock options that would have an antidilutive effect on the computation of
diluted earnings per share.
The effect of the potential shares needed to settle the conversion spread on our convertible notes is included in diluted EPS if the effect is dilutive. The effect depends on
the market share price of our common stock at the time of conversion and would be dilutive if the average market share price of our common stock for the period exceeds the
conversion price. For the years ended December 31, 2024 and 2023, the convertible notes were not included in the computation of diluted EPS as the effect would have been
anti-dilutive. Furthermore, the effect of the related capped call transactions is not included in the computation of diluted EPS as it is always anti-dilutive.
The following table sets forth the computation of the diluted weighted-average number of shares outstanding for all periods presented:
Years Ended December 31,
2024
2023
2022
(in thousands)
Basic weighted-average number of shares outstanding
254,291 
261,126 
275,191 
Plus: Dilutive effect of stock options and other share-based awards
554 
572 
385 
Diluted weighted-average number of shares outstanding
254,845 
261,698 
275,576 
Repurchased shares - We account for the retirement of repurchased shares using the par value method under which the repurchase price is charged to paid-in capital up to
the amount of the original issue proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. We
use a last-in, first-out cost flow assumption to identify the original issue proceeds of the shares repurchased. See "Note 13—Shareholders' Equity" for further information.
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NOTE 2— ACQUISITIONS
EVO Payments, Inc.
In March 2023, we acquired all of the outstanding common stock of EVO Payments, Inc. (“EVO”). EVO is a payment technology and services provider, offering payment
solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns
with our technology-enabled payments strategy, expands our geographic presence in attractive markets and augments our business-to-business software and payment solutions
business.
Total purchase consideration was $4.3 billion, which consisted of the following (in thousands):
Cash paid to EVO shareholders
$
3,273,951 
Cash paid for equity awards attributable to purchase consideration 
58,510 
Value of replacement awards attributable to purchase consideration 
2,484 
Total purchase consideration transferred to EVO shareholders
3,334,945 
Repayment of EVO's unsecured revolving credit facility (including accrued interest and fees)
665,557 
Payment of certain acquiree transaction costs and other liabilities on behalf of EVO
269,118 
Total purchase consideration
$
4,269,620 
Holders of EVO common stock, convertible preferred stock and common units received $34 for each share of EVO common stock held at the effective time of the
transaction.
 Pursuant to the merger agreement, we cash settled vested options and certain unvested equity awards of EVO equity award holders.
 Pursuant to the merger agreement, we granted equity awards for approximately 0.3 million shares of Global Payments common stock to certain EVO equity award
holders. Each such replacement award is subject to the same terms and conditions (including vesting and exercisability) that applied to the corresponding EVO equity
award. We apportioned the fair value of the replacement awards between purchase consideration (the portion attributable to pre-acquisition services in relation to the total
vesting term of the award) and amounts to be recognized in periods following the acquisition as share-based compensation expense over the requisite service period of
the replacement awards.
Certain acquiree transaction costs and liabilities, including amounts outstanding under EVO’s tax receivable agreement, were required to be repaid by us upon
consummation of the acquisition.
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The cash portion of the purchase consideration was funded through cash on hand and borrowings under our revolving credit facility.
We accounted for the EVO acquisition as a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of
the acquisition date. The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase
consideration, were as follows (in thousands):
Final Amounts
Cash and cash equivalents
$
324,859 
Accounts receivable
51,470 
Settlement processing assets
134,712 
Deferred income tax assets
1,734 
Property and equipment
72,100 
Identifiable intangible assets
1,478,995 
Other assets
148,567 
Accounts payable and accrued liabilities
(289,360)
Settlement lines of credit
(7,587)
Settlement processing obligations
(163,535)
Deferred income tax liabilities
(253,221)
Other liabilities
(61,207)
Total identifiable net assets
1,437,527 
Redeemable noncontrolling interests
(471,119)
Goodwill
3,303,212 
Total purchase consideration
$
4,269,620 
During the year ended December 31, 2024, we made measurement-period adjustments that increased the amount of goodwill by $19.9 million, primarily related to
deferred income taxes as a result of finalizing the evaluation of the differences in the bases of assets and liabilities for financial reporting and tax purposes. The effects of the
measurement-period adjustments on our consolidated statement of income for the year ended December 31, 2024 were not material.
Goodwill arising from the acquisition was included in the Merchant Solutions segment and was attributable to expected growth opportunities, potential synergies from
combining the acquired business into our existing businesses and an assembled workforce. We expect that approximately $1.2 billion of the goodwill from this acquisition will
be deductible for income tax purposes.
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The following table reflects the estimated acquisition-date fair values of the identified intangible assets of EVO and their respective weighted-average estimated
amortization periods:
Estimated Fair Value
Weighted-Average Estimated
Amortization Periods
(in thousands)
(years)
Customer-related intangible assets
$
916,000 
11
Contract-based intangible assets
470,000 
12
Acquired technologies
86,995 
7
Trademarks and trade names
6,000 
2
Total estimated identifiable intangible assets
$
1,478,995 
11
For the year ended December 31, 2024, and during the period from the acquisition date through December 31, 2023, the acquired operations of EVO contributed less than
10% to our consolidated revenues and operating income. The historical revenue and earnings of EVO were not material for the purpose of presenting pro forma information. In
addition, transaction costs associated with this business combination were not material.
Other Acquisitions
During the years ended December 31, 2024, 2023 and 2022, we completed other acquisitions that were insignificant, individually and in the aggregate, to the consolidated
financial statements. For one of the acquisitions during the year ended December 31, 2024, $47.3 million of consideration is payable in the year ending December 31, 2025 and
$8.8 million is payable in the year ending December 31, 2026.
Valuation of Identified Intangible Assets
For the acquisitions discussed above, the estimated fair values of customer-related and contract-based intangible assets were generally determined using the income
approach, which was based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The
discount rates used represented a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics. Acquired technologies were valued
using the replacement cost method, which required us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with
adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names were valued using the "relief-from-royalty" approach.
This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them.
This method required us to estimate the future revenues for the related assets, the appropriate royalty rate and the weighted-average cost of capital.
NOTE 3—BUSINESS DISPOSITIONS
AdvancedMD, Inc. - In December 2024, we completed the sale of AdvancedMD, Inc. ("AdvancedMD") for approximately $1 billion, subject to certain closing
adjustments, and up to $125 million contingent upon the purchaser achieving certain specified returns. AdvancedMD is a provider of software-as-a-service solutions to small-to-
medium sized ambulatory physician practices in the United States, and was included in our Merchant Solutions segment prior to disposition. We recognized a gain on the sale of
$273.1 million during the year ended December 31, 2024.
Gaming Business - In April 2023, we completed the sale of our gaming business for approximately $400 million, subject to certain closing adjustments. The gaming
business was included in our Merchant Solutions segment prior to disposition, and had been presented as held for sale in our consolidated balance sheet since December 31,
2022. We recognized a gain on the sale of $106.9 million during the year ended December 31, 2023.
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Consumer Business - In April 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion, subject to certain closing
adjustments. The consumer business comprised our former Consumer Solutions segment prior to disposition, and had been presented as held for sale with certain adjustments to
report the disposal group at fair value less costs to sell in our consolidated balance sheet since June 30, 2022. We recognized a loss on this business disposition in our
consolidated statements of income of $243.6 million during the year ended December 31, 2023. The loss during the year ended December 31, 2023 included the effects of
incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the effects of the final tax structure of the transaction. We also
recognized charges within net loss on business dispositions in our consolidated statements of income of $71.9 million during the year ended December 31, 2022 to reduce the
disposal group to estimated fair value less costs to sell, which related primarily to estimated costs to sell and changes in the estimated fair value of the fixed rate seller financing
commitment. As further discussed in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies," we recognized a goodwill impairment charge of
$833.1 million during the year ended December 31, 2022 related to our former Business and Consumer Solutions reporting unit.
Notes Receivable and Allowance for Credit Losses
In connection with the sale of our consumer business, we provided seller financing consisting of the following: (1) a first lien seven-year secured term loan facility with an
aggregate principal amount of $350 million bearing interest at a fixed annual rate of 9.0%, including 3.5% payable quarterly in cash and 5.5% settled quarterly via the issuance
of additional paid-in-kind ("PIK") notes with the same terms as the original notes until December 2024, after which interest will be payable quarterly in cash along with
quarterly principal payments of $4.375 million with the remaining balance due at maturity; and (2) a second lien twenty-five year secured term loan facility with an aggregate
principal amount of $325 million bearing interest at a fixed annual rate of 13.0% PIK due at maturity. The aggregate fair value of the first and second lien term loans upon the
closing of the transaction was $653.9 million, calculated using a discounted cash flow approach. In addition, during the second quarter of 2023, we provided the purchasers a
five-year $50 million secured revolving facility, bearing interest at a fixed annual rate of 9.0% payable quarterly in cash, initial drawings on which were subsequently repaid
during the third quarter of 2023.
In connection with the sale of our gaming business in April 2023, we provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an
aggregate principal amount of $32 million bearing interest at a fixed annual rate of 11.0%.
We recognized interest income of $89.9 million on the notes during the year ended December 31, 2024 and $58.3 million during the year ended December 31, 2023, as a
component of interest and other income in the consolidated statements of income. The issuance of the notes in connection with the sale transactions was a noncash investing
activity in our consolidated statement of cash flows for the year ended December 31, 2023.
As of December 31, 2024 and 2023, there was an aggregate principal amount of $810.2 million and $753.5 million, respectively, outstanding on the notes, including PIK
interest, and the notes are presented net of the allowance for credit losses of $15.2 million within notes receivable in our consolidated balance sheets. Principal payments due
within 12 months are included in prepaid expenses and other current assets in the consolidated balance sheets. The estimated fair value of the notes receivable was $809.3
million and $735.6 million as of December 31, 2024 and 2023, respectively. The estimated fair value of notes receivable was based on a discounted cash flow approach and is
considered to be a Level 3 measurement of the valuation hierarchy.
Sale of Merchant Solutions Business in Russia - We sold our Merchant Solutions business in Russia in April 2022 for cash proceeds of $9 million. During the year ended
December 31, 2022, we recognized a loss of $127.2 million associated with the sale, comprised of the difference between the consideration received and the net carrying
amount of the business and the reclassification of $62.9 million of associated accumulated foreign currency translation losses from the separate component of equity. The loss
was presented within net loss on business dispositions in our consolidated statement of income.
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NOTE 4—REVENUES
The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the years ended
December 31, 2024, 2023 and 2022:
Year Ended December 31, 2024
Merchant Solutions
Issuer Solutions
Intersegment Eliminations
Total
(in thousands)
Americas
$
6,254,163 
$
1,883,852 
$
(23,260)
$
8,114,755 
Europe
1,174,828 
556,599 
— 
1,731,427 
Asia Pacific
259,712 
43,206 
(43,206)
259,712 
$
7,688,703 
$
2,483,657 
$
(66,466)
$
10,105,894 
Year Ended December 31, 2023
Merchant Solutions
Issuer Solutions
Consumer Solutions
Intersegment Eliminations
Total
(in thousands)
Americas
$
5,867,308 
$
1,849,638 
$
182,740 
$
(37,094)
$
7,862,592 
Europe
1,023,546 
507,342 
— 
— 
1,530,888 
Asia Pacific
260,939 
41,890 
— 
(41,890)
260,939 
$
7,151,793 
$
2,398,870 
$
182,740 
$
(78,984)
$
9,654,419 
Year Ended December 31, 2022
Merchant Solutions
Issuer Solutions
Consumer Solutions
Intersegment Eliminations
Total
(in thousands)
Americas
$
5,236,728 
$
1,739,620 
$
620,482 
$
(58,916)
$
7,537,914 
Europe
720,660 
469,412 
— 
— 
1,190,072 
Asia Pacific
247,529 
36,591 
— 
(36,591)
247,529 
$
6,204,917 
$
2,245,623 
$
620,482 
$
(95,507)
$
8,975,515 
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In our Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our
customers through a variety of relationship-led and technology-enabled distribution channels. Through our relationship-led direct sales forces worldwide, as well as financial
institution and other referral partnerships, we offer our payments technology services, software and other value-added solutions directly to customers across numerous verticals
in the markets we serve. Our technology-enabled distribution channel includes integrated and vertical market software solutions and ecommerce and omnichannel solutions.
The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the years ended December 31, 2024, 2023 and
2022:
2024
2023
2022
(in thousands)
Relationship-led
$
3,925,253 
$
3,738,536 $
3,189,046 
Technology-enabled
3,763,450 
3,413,257 
3,015,871 
$
7,688,703 
$
7,151,793 $
6,204,917 
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 years ended
December 31, 2024, 2023 and 2022, substantially all of our revenues were recognized over time.
Supplemental balance sheet information related to contracts from customers as of December 31, 2024, 2023 and 2022 was as follows:
Balance Sheet Location
December 31, 2024
December 31, 2023
December 31, 2022
(in thousands)
Assets:
Capitalized costs to obtain customer contracts, net
Other noncurrent assets
$
338,960 
$
360,684 $
329,785 
Capitalized costs to fulfill customer contracts, net
Other noncurrent assets
174,024 
197,355 
152,520 
Liabilities:
Contract liabilities, net (current)
Accounts payable and accrued liabilities
242,769 
229,686 
226,254 
Contract liabilities, net (noncurrent)
Other noncurrent liabilities
50,555 
54,246 
45,613 
Net contract assets were not material at December 31, 2024, December 31, 2023 or December 31, 2022. Revenue recognized for the years ended December 31, 2024 and
2023 from contract liability balances at the beginning of each period was $200.0 million and $199.7 million, respectively.
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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 December 31, 2024.
However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets
specified criteria. Accordingly, the total amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the
amounts disclosed in the table below (in thousands):
Year ending December 31,
2025
$
1,163,120 
2026
902,270 
2027
698,486 
2028
391,044 
2029
182,062 
2030 and thereafter
352,999 
Total
$
3,689,981 
NOTE 5—PROPERTY AND EQUIPMENT
 
As of December 31, 2024 and 2023, property and equipment consisted of the following:
 
Range of Depreciable Lives
2024
2023
(Years)
(in thousands)
Software
5-10
$
2,197,746 
$
1,937,440 
Equipment
3-20
1,076,109 
969,164 
Buildings
40
192,005 
191,715 
Leasehold improvements
5-15
114,360 
120,964 
Furniture and fixtures
5-10
102,913 
104,474 
Land
11,634 
11,821 
3,694,767 
3,335,578 
Less accumulated depreciation and amortization
(2,139,127)
(1,800,382)
Work-in-progress
721,953 
654,809 
$
2,277,593 
$
2,190,005 
During the year ended December 31, 2024, we wrote off capitalized software assets $27.3 million for technology assets that will no longer be utilized under a revised
technology architecture development strategy, which was presented within selling, general and administrative expenses in our consolidated statements of income and included
within Corporate expenses for segment reporting purposes.
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NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS
As of December 31, 2024 and 2023, goodwill and other intangible assets consisted of the following: 
 
2024
2023
 
(in thousands)
Goodwill
$
26,286,318 
$
26,743,523 
Other intangible assets:
Customer-related intangible assets
$
10,354,686 
$
10,653,036 
Acquired technologies
3,051,188 
3,005,576 
Contract-based intangible assets
2,310,430 
2,254,273 
Trademarks and trade names
1,048,181 
1,074,631 
16,764,485 
16,987,516 
Less accumulated amortization:
Customer-related intangible assets
4,420,615 
3,866,686 
Acquired technologies
2,306,420 
2,047,330 
Contract-based intangible assets
439,237 
309,886 
Trademarks and trade names
666,270 
595,568 
7,832,542 
6,819,470 
$
8,931,943 
$
10,168,046 
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The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the years ended December 31, 2024, 2023 and 2022:
Merchant Solutions
Issuer Solutions
Consumer Solutions
Total
(in thousands)
Balance at December 31, 2021
$
14,063,682 
$
9,908,014 
$
841,578 
$
24,813,274 
Goodwill acquired
3,296 
— 
— 
3,296 
Effect of foreign currency translation
(66,251)
(29,009)
— 
(95,260)
Goodwill derecognized in connection with the sale of a business 
(17,719)
— 
— 
(17,719)
Impairment of goodwill 
— 
— 
(833,075)
(833,075)
Reallocation of accumulated impairment losses due to change in
reporting units 
— 
(357,933)
357,933 
— 
Reclassification of goodwill to assets held for sale 
(163,105)
— 
(366,436)
(529,541)
Measurement-period adjustments
(2,958)
(17,281)
— 
(20,239)
Balance at December 31, 2022
13,816,945 
9,503,791 
— 
23,320,736 
Goodwill acquired 
3,283,285 
— 
— 
3,283,285 
Effect of foreign currency translation
126,835 
12,904 
— 
139,739 
Measurement-period adjustments
(237)
— 
— 
(237)
Balance at December 31, 2023
17,226,828 
9,516,695 
— 
26,743,523 
Goodwill acquired
193,252 
— 
— 
193,252 
Effect of foreign currency translation
(223,564)
(7,909)
— 
(231,473)
Goodwill derecognized in connection with the sale of a business 
(438,911)
— 
— 
(438,911)
Measurement-period adjustments
19,927 
— 
— 
19,927 
Balance at December 31, 2024
$
16,777,532 
$
9,508,786 
$
— 
$
26,286,318 
 Reflects goodwill derecognized in connection with the sale of our Merchant Solutions business in Russia. See “Note 3—Business Dispositions” for further discussion.
 Reflects a goodwill impairment charge related to our former Business and Consumer Solutions reporting unit. In connection with the change in presentation of
segment information during the year ended December 31, 2022, accumulated impairment losses associated with our former Business and Consumer Solutions reporting
unit were reallocated to our new reporting units based on relative fair value. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" for
further discussion.
 Reflects the reclassification of goodwill in connection with the presentation of the consumer and gaming businesses as held for sale. See “Note 3—Business
Dispositions” for further discussion.
 Reflects goodwill acquired in connection with our EVO acquisition. See “Note 2—Acquisitions” for further discussion.
 Reflects goodwill derecognized in connection with the sale of our AdvancedMD business. See “Note 3—Business Dispositions” for further discussion.
Accumulated impairment losses for goodwill were $357.9 million as of December 31, 2024 and 2023 and included in our Issuer Solutions segment.
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Customer-related intangible assets, acquired technologies, contract-based intangible assets, and trademarks and trade names acquired during the year ended December 31,
2024 had weighted-average amortization periods of 6.7 years, 5.0 years, 6.3 years, and 7.0 years, respectively. Customer-related intangible assets, acquired technologies,
contract-based intangible assets, and trademarks and trade names acquired during the year ended December 31, 2023 had weighted-average amortization periods of 10.8 years,
6.3 years, 12.0 years, and 2.0 years, respectively. Amortization expense of acquired intangibles was $1,369.3 million for the year ended December 31, 2024, $1,318.5 million
for the year ended December 31, 2023 and $1,263.0 million for the year ended December 31, 2022.
 
The estimated amortization expense of acquired intangibles as of December 31, 2024 for the next five years, calculated using the currency exchange rate at the date of
acquisition, if applicable, is as follows (in thousands):
2025
$
1,331,709 
2026
1,192,308 
2027
955,966 
2028
877,245 
2029
790,785 
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NOTE 7—LEASES
Our leases consist primarily of operating real estate leases for office space and data centers in the markets in which we conduct business. We also have operating and
finance leases for computer and other equipment. Many of our leases include escalating rental payments and incentives, as well as termination and renewal options. Certain of
our lease agreements provide that we pay the cost of property taxes, insurance and maintenance.
As of December 31, 2024 and 2023, right-of-use assets and lease liabilities consisted of the following:
Balance Sheet Location
December 31, 2024
December 31, 2023
(in thousands)
Assets:
Operating lease right-of-use assets:
Real estate
Other noncurrent assets
$
278,942 
$
340,061 
Computer equipment
Other noncurrent assets
— 
5,352 
Other
Other noncurrent assets
116 
302 
Total operating lease right-of-use-assets
$
279,058 
$
345,715 
Finance lease right-of-use assets:
Computer equipment
Property and equipment, net
$
700 
$
11,168 
Other equipment
Property and equipment, net
52,365 
52,264 
Other
Property and equipment, net
8,615 
6,634 
61,680 
70,066 
Less accumulated depreciation:
Computer equipment
Property and equipment, net
(457)
(4,361)
Other equipment
Property and equipment, net
(39,021)
(38,338)
Other
Property and equipment, net
(3,409)
(4,497)
Total accumulated depreciation
(42,887)
(47,196)
Total finance lease right-of-use assets
18,793 
22,870 
Total right-of-use assets
$
297,851 
$
368,585 
Liabilities:
Operating lease liabilities (current)
Accounts payable and accrued liabilities
$
71,607 
$
81,696 
Operating lease liabilities (noncurrent)
Other noncurrent liabilities
354,491 
411,227 
Finance lease liabilities (current)
Current portion of long-term debt
8,099 
12,055 
Finance lease liabilities (noncurrent)
Long-term debt
8,283 
12,470 
Total lease liabilities
$
442,480 
$
517,448 
As of December 31, 2024 and 2023, approximately 70% of our right-of-use assets were located in the United States.
The weighted-average remaining lease term for operating and finance leases at December 31, 2024 was 7.8 years and 3.1 years, respectively. The weighted-average
remaining lease term for operating and finance leases at December 31, 2023 was 8.4 years and 3.2 years, respectively. As of December 31, 2024, the weighted-average discount
rate used in the measurement of operating and finance lease liabilities was 3.8% and 4.6%, respectively. As of December 31, 2023, the weighted-average discount rate used in
the measurement of operating and finance lease liabilities was 4.0% and 3.7%, respectively.
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As of December 31, 2024, maturities of lease liabilities were as follows:
Operating Leases
Finance Leases
(in thousands)
Year ending December 31,
2025
$
85,984 
$
8,362 
2026
82,251 
4,323 
2027
68,404 
3,037 
2028
56,940 
1,674 
2029
42,330 
— 
2030 and thereafter
156,586 
— 
Total lease payments
492,495 
17,396 
Imputed interest
(66,397)
(1,014)
Total lease liabilities
$
426,098 
$
16,382 
Operating lease costs in our consolidated statement of income for the year ended December 31, 2024 were $98.7 million, including $89.4 million in selling, general and
administrative expenses and $9.3 million in cost of services. Total lease costs for the year ended December 31, 2024 include variable lease costs of $14.5 million, which are
primarily comprised of the cost of property taxes, insurance and maintenance. Finance lease costs for the year ended December 31, 2024 were $12.3 million, including $11.7
million of amortization on right-of use assets and $0.6 million of interest on lease liabilities. Lease costs for leases with a term of less than 12 months were not material for the
year ended December 31, 2024.
Operating lease costs in our consolidated statement of income for the year ended December 31, 2023 were $101.6 million, including $81.6 million in selling, general and
administrative expenses and $20.0 million in cost of services. Total lease costs for the year ended December 31, 2023 include variable lease costs of $19.1 million, which are
primarily comprised of the cost of property taxes, insurance and maintenance. Finance lease costs for the year ended December 31, 2023 were $14.1 million, including $13.2
million of amortization on right-of use assets and $0.9 million of interest on lease liabilities. Lease costs for leases with a term of less than 12 months were not material for the
year ended December 31, 2023.
Operating lease costs in our consolidated statement of income for the year ended December 31, 2022 were $137.8 million, including $105.7 million in selling, general and
administrative expenses and $32.1 million in cost of services. Total lease costs for the year ended December 31, 2022 include variable lease costs of $21.0 million, which are
primarily comprised of the cost of property taxes, insurance and maintenance. Finance lease costs for the year ended December 31, 2022 were $18.1 million, including $16.7
million of amortization on right-of use assets and $1.4 million of interest on lease liabilities. Lease costs for leases with a term of less than 12 months were not material for the
year ended December 31, 2022.
Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2024, 2023 and 2022 was $93.0 million, $101.7 million
and $120.7 million, respectively, which are included as a component of cash provided by operating activities in the consolidated statements of cash flows. Operating lease
liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease modifications, were $30.2 million, $31.2 million and $25.8
million for the years ended December 31, 2024, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of finance lease liabilities that is included as a
component of cash used in financing activities in the consolidated statements of cash flows was $16.1 million, $12.9 million and $21.2 million for the years ended December 31,
2024, 2023 and 2022, respectively. Finance lease liabilities arising from obtaining new or modified right-of-use assets, net of reductions resulting from certain lease
modifications, were $9.4 million, $4.4 million and $8.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
 
 
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In connection with the EVO acquisition completed during the year ended December 31, 2023, we acquired right-of-use assets and assumed lease liabilities for operating
leases of $41.3 million. In connection with business dispositions completed during the year ended December 31, 2023, we disposed of right-of-use assets and lease liabilities for
operating leases of $4.9 million and $4.9 million, respectively.
During the years ended December 31, 2024, 2023 and 2022, we entered into agreements to acquire hardware, software and related services, including the purchase of
certain assets previously leased. During the year ended December 31, 2024, the reduction in operating lease liabilities arising from the termination of the related right-of-use
assets was $5.4 million. During the year ended December 31, 2023, the reduction in operating and finance lease liabilities arising from the termination of the related right-of-use
assets was $10.3 million and $0.1 million, respectively. During the year ended December 31, 2022, the reduction in operating and finance lease liabilities arising from the
termination of the related right-of-use assets was $44.2 million and $9.7 million, respectively.
NOTE 8 - OTHER ASSETS
Visa Preferred Shares
Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe"). On June 21, 2016, Visa Inc. ("Visa") acquired
all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa. We assigned the
preferred shares a value of zero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors. Based on
the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be
adjusted down such that the number of Visa common shares we receive could be as low as zero.
The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028
(subject to a holdback to cover any then pending claims). In July 2022, in connection with the second mandatory release assessment, a portion of the Series B and C convertible
preferred shares was converted by Visa. We recognized a gain of  $13.2 million reported in interest and other income in our consolidated statement of income for the year ended
December 31, 2022 based on the fair value of the shares received and subsequently sold.
In July 2024, in connection with the third mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa. We
recognized a gain of $18.8 million reported in interest and other income in our consolidated statement of income for the year ended December 31, 2024 based on the fair value
of the shares received and subsequently sold. The remaining Series B and C convertible preferred shares continue to be carried at an assigned value of zero based on the
aforementioned factors.
In addition, through the acquisition of EVO in 2023, we obtained Series A and C convertible preferred shares of Visa. The Series C preferred shares are carried at an
assigned value of zero based on the aforementioned factors. The Series A convertible preferred shares were not restricted and were convertible into a fixed number of Visa Class
A common shares. In November 2023, the Series A convertible preferred shares were converted into a fixed number of Visa Class A common shares and sold for cash proceeds
of $42.1 million. Prior to sale, the Visa Class A common shares were presented at fair value in our consolidated balance sheet with changes in fair value recognized in interest
and other income in our consolidated statement of income.
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NOTE 9—LONG-TERM DEBT AND LINES OF CREDIT
As of December 31, 2024 and 2023, long-term debt consisted of the following:
December 31, 2024
December 31, 2023
(in thousands)
Long-term Debt
1.500% senior notes due November 15, 2024
$
— 
$
499,143 
2.650% senior notes due February 15, 2025
999,791 
998,172 
1.200% senior notes due March 1, 2026
1,097,764 
1,095,848 
4.800% senior notes due April 1, 2026
764,125 
775,425 
2.150% senior notes due January 15, 2027
747,447 
746,196 
4.950% senior notes due August 15, 2027
497,425 
496,444 
4.450% senior notes due June 1, 2028
465,012 
469,406 
3.200% senior notes due August 15, 2029
1,242,715 
1,241,169 
5.300% senior notes due August 15, 2029
496,762 
496,063 
2.900% senior notes due May 15, 2030
993,708 
992,537 
2.900% senior notes due November 15, 2031
744,233 
743,394 
5.400% senior notes due August 15, 2032
743,730 
742,908 
4.150% senior notes due August 15, 2049
741,215 
740,860 
5.950% senior notes due August 15, 2052
738,975 
738,576 
4.875% senior notes due March 17, 2031
820,952 
873,747 
1.000% convertible senior notes due August 15, 2029
1,461,761 
1,453,493 
1.500% convertible senior notes due March 1, 2031
1,970,577 
— 
Revolving credit facility
1,500,000 
1,570,000 
Commercial paper notes
— 
1,371,639 
Finance lease liabilities
16,382 
24,525 
Other borrowings
197,793 
243,337 
Total long-term debt
16,240,367 
16,312,882 
Less current portion
1,075,708 
620,585 
Long-term debt, excluding current portion
$
15,164,659 
$
15,692,297 
The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as
applicable. At December 31, 2024, the unamortized discount on senior notes and convertible notes was $38.5 million, and unamortized debt issuance costs on senior notes and
convertible notes were $92.8 million. At December 31, 2023, the unamortized discount on senior notes and convertible notes was $46.1 million and unamortized debt issuance
costs on senior notes and convertible notes were $78.4 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other
noncurrent assets. At December 31, 2024 and 2023, unamortized debt issuance costs on the unsecured revolving credit facility were $13.4 million and $18.5 million,
respectively. The amortization of debt discounts and debt issuance costs is recognized as an increase to interest expense over the terms of the respective debt instruments.
Amortization of discounts and debt issuance costs was $31.5 million, $27.0 million and $20.5 million, respectively, for years ended December 31, 2024, 2023 and 2022.
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At December 31, 2024, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
Year ending December 31,
2025
$
1,068,459 
2026
1,913,464 
2027
2,790,646 
2028
467,701 
2029
3,253,411 
2030 and thereafter
6,832,392 
Total
$
16,326,073 
See "Note 7—Leases" for more information about our finance lease liabilities, including maturities.
Senior Notes
We have $11.1 billion in aggregate principal amount of senior unsecured notes outstanding, as presented in the table above, which are comprised of senior notes issued in
2023, 2022, 2021, 2020 and 2019, and senior notes assumed in our merger with Total System Services, Inc. ("TSYS") in September 2019 (the "TSYS Merger"). Interest on the
senior notes is payable annually or semi-annually at various dates. Each series of the senior notes is redeemable, at our option, in whole or in part, at any time and from time to
time at the redemption prices set forth in the related indenture.
On March 17, 2023, we issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million,
or $843.6 million based on the exchange rate on the issuance date. We issued the senior notes at a discount of $2.8 million, and we incurred debt issuance costs of $7.2 million,
including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in
our consolidated balance sheet. Interest on the senior unsecured notes is payable annually in arrears on March 17 of each year, commencing March 17, 2024. The notes are
unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds
from the offering were used for general corporate purposes.
On August 22, 2022, we issued $2.5 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal
amount of 4.950% senior notes due August 2027; (ii) $500.0 million aggregate principal amount of 5.300% senior notes due August 2029; (iii) $750.0 million aggregate
principal amount of 5.400% senior notes due August 2032; and (iv) $750.0 million aggregate principal amount of 5.950% senior notes due August 2052. We issued the senior
notes at a total discount of $5.2 million, and we incurred debt issuance costs of $24.8 million, including underwriting fees, fees for professional services and registration fees,
which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet. Interest on the senior unsecured notes is
payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2023. The notes are unsecured and unsubordinated indebtedness and
rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds from the offering were used to refinance the
outstanding indebtedness under our credit facility, to make cash payments and pay transaction fees and expenses in connection with the acquisition of EVO and for general
corporate purposes.
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On November 22, 2021, we issued $2.0 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal
amount of 1.500% senior notes due November 2024; (ii) $750.0 million aggregate principal amount of 2.150% senior notes due January 2027; and (iii) $750.0 million
aggregate principal amount of 2.900% senior notes due November 2031. We incurred debt issuance costs of approximately $14.4 million, including underwriting fees, fees for
professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet.
Interest on the senior unsecured notes is payable semi-annually in arrears on May 15 and November 15 for the 2024 and 2031 notes and January 15 and July 15 on the 2027
note, commencing May 15, 2022 for the 2024 note and the 2031 note and July 15, 2022 for the 2027 note. The notes are unsecured and unsubordinated indebtedness and rank
equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from the offering to repay the outstanding
indebtedness under our prior credit facility and for general corporate purposes. In November 2024, we repaid our $500.0 million aggregate principal amount of 1.500% senior
notes upon maturity.
On February 26, 2021, we issued $1.1 billion aggregate principal amount of 1.200% senior unsecured notes due March 2026. We incurred debt issuance costs of
approximately $8.6 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related
carrying amount of the notes in our consolidated balance sheet. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, commencing
September 1, 2021. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and
unsubordinated indebtedness. We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion
of the outstanding indebtedness under our prior credit facility and for general corporate purposes.
We have $1.0 billion in aggregate principal amount of 2.900% senior unsecured notes due May 2030. Interest on the notes is payable semi-annually in arrears on May 15
and November 15 of each year, commencing November 15, 2020. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our
other outstanding unsecured and unsubordinated indebtedness. We issued the senior notes at a total discount of $3.3 million and capitalized related debt issuance costs of
$8.4 million.
We have $3.0 billion in aggregate principal amount of senior unsecured notes, consisting of the following: (i) $1.0 billion aggregate principal amount of 2.650% senior
notes due 2025; (ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029; and (iii) $750.0 million aggregate principal amount of 4.150% senior notes due
2049. Interest on the senior notes is payable semi-annually in arrears on each February 15 and August 15, beginning on February 15, 2020. Each series of the senior notes is
redeemable, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth in the related indenture. We issued the senior notes at a total
discount of $6.1 million and capitalized related debt issuance costs of $29.6 million.
In addition, in connection with the TSYS Merger, we assumed $3.0 billion aggregate principal amount of senior unsecured notes of TSYS, consisting of the following: (i)
$750.0 million aggregate principal amount of 3.800% senior notes due 2021, which were redeemed in February 2021; (ii) $550.0 million aggregate principal amount of 3.750%
senior notes due 2023, which were redeemed in June 2023; (iii) $550.0 million aggregate principal amount of 4.000% senior notes due 2023, which were redeemed in June
2023; (iv) $750 million aggregate principal amount of 4.800% senior notes due 2026; and (v) $450 million aggregate principal amount of 4.450% senior notes due 2028. For
the 4.800% senior notes due 2026, interest is payable semi-annually each April 1 and October 1. For the 4.450% senior notes due 2028, interest is payable semi-annually each
June 1 and December 1. The difference between the acquisition-date fair value and face value of senior notes assumed in the TSYS Merger is recognized over the terms of the
respective notes as a reduction of interest expense. The amortization of this fair value adjustment was $15.7 million, $15.7 million, and $27.4 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
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Convertible Notes
1.500% Convertible Notes due March 1, 2031
On February 23, 2024, we issued $2.0 billion in aggregate principal amount of 1.500% convertible senior notes due March 2031 through a private placement. The net
proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related
carrying amount of the convertible notes in our consolidated balance sheet. Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of
each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.
Prior to December 1, 2030, the notes are convertible at the option of the holders only under certain conditions, including: (i) if the last reported sale price of our common
stock has been at least 130% of the conversion price for at least 20 trading days within the last 30 consecutive trading days of the immediately preceding calendar quarter; (ii)
for a five business day period following a ten-day consecutive trading period where the trading price of the notes is less than 98% of the product of the last reported sale price of
our common stock and the conversion rate; (iii) if we call any or all of the notes for redemption; or (iv) upon the occurrence of certain corporate events. On or after December 1,
2030, the notes are convertible at the option of the holders at any time until the second scheduled trading day prior to the maturity date. The notes are convertible into cash and
shares of our common stock based on a conversion rate of 6.371 shares of common stock per $1,000 principal amount of the convertible notes (which is equal to a conversion
price of approximately $156.96 per share), subject to customary adjustments upon the occurrence of certain events. Upon conversion, the principal amount of, and interest due
on, the convertible notes are required to be settled in cash and any other amounts may be settled in shares, cash or a combination of shares and cash at our election.
We may not redeem the notes prior to March 6, 2028. On or after March 6, 2028, we have the option to redeem all or any portion of the notes for cash if the last reported
sale price of our common stock has been at least 130% of the conversion price for at least 20 trading days within the last 30 consecutive trading day period at a redemption price
equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. If certain corporate events that constitute a fundamental change (as defined
in the indenture governing the notes) occur, any holder of the notes may require that we repurchase all or a portion of their notes for cash at a purchase price equal to 100% of
the principal amount of the notes to be repurchased plus accrued and unpaid interest. In addition, if certain corporate events that constitute a make-whole fundamental change
(as defined in the indenture governing the notes) occur, then the conversion rate will in certain circumstances be increased. The notes include customary covenants for notes of
this type, as well as customary events of default, which may result in the acceleration of the maturity of the convertible notes.
In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other
financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The economic effect of the capped call
transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess
of the principal amount of converted notes subject to a cap. The initial cap price of the capped call transactions is $228.90 per share. The capped call transactions meet the
accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives. The cost of $256.3 million incurred in connection with the capped call
transactions was reflected as a reduction to paid-in-capital in our consolidated balance sheet as of December 31, 2024, net of applicable income taxes.
1.000% Convertible Notes due August 15, 2029
On August 8, 2022, we issued $1.5 billion in aggregate principal amount of 1.000% convertible unsecured senior notes due August 2029 in a private placement pursuant
to an investment agreement with Silver Lake Partners. The net proceeds from this offering were approximately $1.44 billion, reflecting an issuance discount of $37.5 million
and $20.4 million of debt issuance costs, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance
sheet. Interest on the convertible notes is payable semi-annually in arrears on 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.
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The notes are convertible at the option of the holder at any time after the date that is 18 months after issuance (or earlier, upon the occurrence of certain corporate events)
until the scheduled trading day prior to the maturity date and are presented within long-term debt in our consolidated balance sheet based on our intent and ability to refinance
on a long-term basis should a conversion event occur. The notes are convertible into cash and shares of our common stock based on a conversion rate of 7.1727 shares of
common stock per $1,000 principal amount of the convertible notes (which is equal to a conversion price of approximately $139.42 per share), subject to customary anti-dilution
and other adjustments upon the occurrence of certain events. 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.
The notes are not redeemable by us. 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 any portion of their notes for cash at a purchase price of par plus accrued and unpaid interest to, but excluding, the repurchase
date. 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 for a specified period of time. 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.
On August 8, 2022, in connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain 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 conversion of the notes, or offset our cash obligation if the cash settlement option is elected, up to a cap price determined based on a hedging
period that commenced on August 9, 2022 and concluded on August 25, 2022. The capped call had an initial strike price of $ 140.67 per share and a cap price of $229.26 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 $302.4 million incurred
in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity during the year ended December
31, 2022, net of applicable income taxes.
Revolving Credit Facility
On August 19, 2022, we entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other
agents. The credit agreement provides for an unsubordinated unsecured $5.75 billion revolving credit facility. We capitalized debt issuance costs of $12.3 million in connection
with the issuances under the revolving credit facility. The revolving credit facility matures in August 2027. Borrowings under the revolving credit facility may be repaid prior to
maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.
Borrowings under the revolving credit facility are available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other
currencies at our option. Borrowings under the revolving credit facility will bear interest, at our option, at a rate equal to (i) for SOFR based currencies or certain alternative
currencies, a secured overnight financing rate (subject to a 0.00% floor) plus a 0.10% credit spread adjustment or an alternative currency term rate (subject to a 0.00% floor), as
applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00% floor on or after
January 1, 2023) plus a 0.10% credit spread adjustment or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00% floor), in each case, plus an
applicable margin. The applicable margin for borrowings under the revolving credit facility will range from 1.125% to 1.875% depending on our credit rating. In addition, we
are required to pay a quarterly commitment fee with respect to the unused portion of the revolving credit facility at an applicable rate per annum ranging from 0.125% to
0.300% depending on our credit rating.
We may issue standby letters of credit of up to $250 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 December 31, 2024, there were borrowings of $1.5 billion outstanding under the revolving credit facility with an interest rate of 5.86%, and the total available
commitments under the revolving credit facility were $3.7 billion.
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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 December 31, 2024, we had no borrowings outstanding under our commercial paper program. The commercial program is backstopped by our revolving credit
agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility. As suc h, we could draw on the
revolving credit facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.
Prior Credit Facility
Prior to the revolving credit facility, we were party to a prior credit facility agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial
institutions, as lenders and other agents (as amended from time to time). The prior credit facility provided for a senior unsecured $2.0 billion term loan facility and a senior
unsecured $3.0 billion revolving credit facility. In August 2022, all borrowings outstanding and other amounts due under the prior credit facility were repaid and the prior credit
facility was terminated.
Bridge Facility
On August 1, 2022, in connection with our entry into the EVO merger agreement, we obtained commitments for a $4.3 billion, 364-day senior unsecured bridge facility.
Upon the execution of permanent financing, including the issuance of our senior unsecured notes and entry into the revolving credit facility described above, the aggregate
commitments under the bridge facility were reduced to zero and terminated.
Fair Value of Long-Term Debt
As of December 31, 2024, our senior notes had a total carrying amount of $11.1 billion and an estimated fair value of $10.5 billion. As of December 31, 2024, our 1.500%
convertible senior notes due March 1, 2031 had a total carrying amount of $2.0 billion and an estimated fair value of $2.0 billion. The estimated fair value of our senior notes
and 1.500% convertible senior notes were based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy.
As of December 31, 2024, our 1.000% convertible notes had a total carrying amount of $1.5 billion and an estimated fair value of $1.6 billion. 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 valuation hierarchy.
The fair value of other long-term debt approximated its carrying amount at December 31, 2024.
Compliance with Covenants
The convertible notes include customary covenants and events of default for convertible notes of this type. 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
December 31, 2024, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00. We were in compliance with all applicable covenants
as of December 31, 2024.
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Settlement Lines of Credit
In various markets where our Merchant Solutions segment does business, we have specialized lines of credit, which are restricted for use in funding settlement. The
settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings
in multiple currencies. For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender.
Accordingly, the amount of the outstanding lines of credit may exceed the stated credit limit. As of December 31, 2024, a total of $71.2 million of cash on deposit was used to
determine the available credit.
As of December 31, 2024, we had $503.4 million outstanding under these lines of credit with additional capacity to fund settlement of $2,280.3 million. During the year
ended December 31, 2024, the maximum and average outstanding balances under these lines of credit were $1,283.4 million and $502.7 million, respectively. The weighted-
average interest rate on these borrowings was 5.24% at December 31, 2024.
Interest Expense
Interest expense was $619.5 million, $629.8 million and $437.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
NOTE 10—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 and included in accumulated comprehensive income within equity in our consolidated balance sheets. Under net investment hedge accounting, the
foreign currency remeasurement gains and losses associated with our Euro-denominated senior notes are presented within the same components of other comprehensive income
and accumulated comprehensive income, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.
We recognized a gain (loss) on the net investment hedge of $28.9 million and $(27.0) million within foreign currency translation adjustments in other comprehensive
income in our consolidated statements of comprehensive income during the years ended December 31, 2024 and 2023, respectively.
Interest Rate Swaps
We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt
instruments. In the first quarter of 2023, we entered into new interest rate swap agreements with an aggregate notional amount of $1.5 billion to convert eligible borrowings
under our revolving credit facility from a floating term Secured Overnight Financing Rate to a fixed rate. Net amounts to be received or paid under the swap agreements are
reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting
the swaps to fair value are recognized as components of other comprehensive income. The fair values of our interest rate swaps are determined based on the present value of the
estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments are classified within Level 2 of the
valuation hierarchy.
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In August 2022, in connection with entry into the revolving credit agreement and repayment of amounts outstanding under our prior credit facility, we terminated and
settled our interest rate swap agreements existing at that time. The termination resulted in the recognition of a net gain of $1.2 million, including the reclassification of
$0.5 million of accumulated losses from the separate component of equity. The net gain was presented in interest and other expense in our consolidated statement of income for
the year ended December 31, 2022.
Upon issuance of our senior unsecured notes in August 2019, we made settlement payments of $48.3 million related to the termination of forward-starting interest rate
swap agreements designated as cash flow hedges, for which the effective portion of the unrealized losses on the swaps was included in other comprehensive loss. We have and
will continue to reclassify the effective portion of the realized loss from accumulated other comprehensive loss into interest expense over the terms of the related senior notes.
The table below presents information about our interest rate swaps, designated as cash flow hedges, included in the consolidated balance sheets:
Fair Values
Derivative Financial Instruments
Balance Sheet Location
Weighted-Average Fixed
Rate of Interest at
December 31, 2024
Range of Maturity Dates at
December 31, 2024
December 31, 2024
December 31, 2023
(in thousands)
Interest rate swaps (Notional of $1.5 billion at
December 31, 2024 and December 31, 2023)
Other noncurrent
liabilities
4.26 %
April 17, 2027 - August
17, 2027
$
7,768 
$
28,187 
The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the years ended
December 31, 2024, 2023 and 2022:
Years Ended December 31,
2024
2023
2022
(in thousands)
Net unrealized gains (losses) recognized in other comprehensive loss
$
34,399 
$
(19,683)
$
12,915 
Net unrealized gains (losses) reclassified out of other comprehensive loss to interest expense
$
8,731 
$
4,609 
$
(21,327)
As of December 31, 2024, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified
into interest expense during the next 12 months was $6.5 million.
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NOTE 11—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
As of December 31, 2024 and 2023, accounts payable and accrued liabilities consisted of the following:
 
 
2024
2023
 
(in thousands)
Funds held for customers
$
938,416 
$
817,180 
Trade accounts payable
320,085 
290,437 
Compensation and benefits
248,970 
276,441 
Contract liabilities
242,769 
229,686 
Payment network fees
222,621 
246,102 
Income taxes
209,037 
139,825 
Interest
171,220 
166,039 
Third-party commissions
87,431 
93,387 
Operating leases
71,607 
81,696 
Miscellaneous taxes and withholdings
69,523 
59,601 
Third-party processing fees
36,251 
29,593 
Unclaimed property
24,413 
22,560 
Audit and legal
22,995 
22,748 
Current portion of accrued buyout liability
14,358 
13,719 
Other
400,228 
335,965 
$
3,079,924 
$
2,824,979 
The noncurrent portion of accrued buyout liability of $23.5 million and $69.1 million is included in other noncurrent liabilities in the consolidated balance sheets as of
December 31, 2024 and 2023, respectively.
During the year ended December 31, 2024, certain actions were taken to align our workforce to our new operating model. During the year ended December 31, 2024, we
recognized charges for employee termination benefits of $99.6 million, which included $19.4 million of share-based compensation expense. These charges are presented within
selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes. At December 31,
2024, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $6.3 million for employee termination benefits, which are expected
to be paid within the next 12 months.
(1)
(1) 
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NOTE 12—INCOME TAX
The income tax expense for the years ended December 31, 2024, 2023 and 2022 consisted of the following:
Years Ended December 31,
2024
2023
2022
(in thousands)
Current income tax expense (benefit):
 
Federal
$
361,904 
$
399,900 
$
277,120 
State
78,314 
98,224 
68,120 
Foreign
201,143 
209,955 
125,580 
 
641,361 
708,079 
470,820 
Deferred income tax expense (benefit):
Federal
(238,554)
(330,647)
(235,727)
State
(46,689)
(84,729)
(41,770)
Foreign
(60,985)
(83,683)
(26,629)
 
(346,228)
(499,059)
(304,126)
$
295,133 
$
209,020 
$
166,694 
 
Income tax expense allocated to noncontrolling interests was $16.6 million, $12.9 million and $9.8 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
The following table presents income (loss) before income taxes for the years ended December 31, 2024, 2023 and 2022:
Years Ended December 31,
2024
2023
2022
(in thousands)
United States
$
1,255,792 
$
597,969 
$
(189,030)
Foreign
612,995 
571,978 
413,352 
$
1,868,787 
$
1,169,947 
$
224,322 
Approximately $60.5 million of our undistributed foreign earnings are considered to be indefinitely reinvested outside the United States as of December 31, 2024.
Because those earnings are considered to be indefinitely reinvested, no deferred income taxes have been provided thereon. If we were to make a distribution of any portion of
those earnings in the form of dividends or otherwise, any such amounts would be subject to withholding taxes payable to various foreign jurisdictions; however, the amounts
would not be subject to any additional U.S. income tax.
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Our effective tax rates for the years ended December 31, 2024, 2023 and 2022 differ from the federal statutory rate for those periods as follows:
Years Ended December 31,
2024
2023
2022
Federal U.S. statutory rate
21.0 %
21.0 %
21.0 %
Foreign inclusion, net of foreign tax credits
2.3 
3.4 
8.2 
Foreign income taxes
1.8 
2.2 
1.4 
State income taxes, net of federal income tax benefit
1.3 
0.9 
9.0 
Uncertain tax positions
0.9 
0.5 
(0.7)
Nondeductible executive compensation
0.3 
0.9 
4.7 
Share-based compensation expense
0.2 
0.9 
2.0 
Deemed royalty
0.2 
0.7 
1.2 
Net gain on dispositions and liquidations
— 
4.3 
12.1 
Goodwill impairment
— 
— 
78.0 
Valuation allowance
(0.3)
(0.4)
(0.2)
Foreign-derived intangible income deduction
(1.7)
(3.8)
(12.4)
Tax credits
(4.4)
(3.8)
(19.5)
Foreign interest income not subject to tax
(6.3)
(9.5)
(29.9)
Other
0.5 
0.6 
(0.6)
Effective tax rate
15.8 %
17.9 %
74.3 %
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Deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax laws and rates.
Deferred income taxes as of December 31, 2024 and 2023 reflect the effect of temporary differences between the amounts of assets and liabilities for financial accounting and
income tax purposes. As of December 31, 2024 and 2023, principal components of deferred tax items were as follows:
2024
2023
(in thousands)
Deferred income tax assets:
Research and development costs
$
286,859 
$
267,098 
Foreign net operating loss carryforwards
223,535 
187,247 
Credits
200,474 
144,053 
Financial instruments
110,621 
91,032 
Lease liabilities
69,751 
89,645 
Accrued expenses
51,632 
54,478 
Share-based compensation expense
33,683 
42,376 
Domestic net operating loss carryforwards
28,711 
34,121 
Other
100,507 
72,484 
1,105,773 
982,534 
Valuation allowance
(241,197)
(211,049)
864,576 
771,485 
Deferred tax liabilities:
Acquired intangibles
1,286,709 
2,200,082 
Partnership interests
896,411 
238,139 
Property and equipment
360,066 
398,439 
Right-of-use assets
42,441 
59,124 
Other
5,862 
6,094 
2,591,489 
2,901,878 
Net deferred income tax liability
$
1,726,913 
$
2,130,393 
During the year ended December 31, 2024, as part of the integration of EVO into our Merchant Solutions business, certain deferred taxes, primarily those related to
acquired intangibles, property and equipment and research and development costs, were reclassified into partnership interests. The net deferred income taxes reflected in our
consolidated balance sheets as of December 31, 2024 and 2023 are as follows:
2024
2023
(in thousands)
Noncurrent deferred income tax asset
$
(106,083)
$
(111,712)
Noncurrent deferred income tax liability
1,832,996 
2,242,105 
Net deferred income tax liability
$
1,726,913 
$
2,130,393 
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A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Changes to our valuation allowance during the years ended December 31, 2024, 2023 and 2022 are summarized below (in thousands):
Balance at December 31, 2021
$
(112,259)
Allowance for foreign net operating losses
(122)
Allowance for foreign tax credits
60 
Allowance for state tax credits
2,282 
Allowance for domestic net operating losses
(4)
Balance at December 31, 2022
(110,043)
Allowance for foreign net operating losses
(674)
Allowance for foreign tax credits
(101,271)
Allowance for state tax credits
3,079 
Allowance for state interest limitation
(2,335)
Allowance for domestic net operating losses
195 
Balance at December 31, 2023
(211,049)
Allowance for foreign net operating losses
(12,533)
Allowance for foreign tax credits
(16,975)
Allowance for state tax credits
(463)
Allowance for state interest limitation
(177)
Balance at December 31, 2024
$
(241,197)
The change in the valuation allowance for the year ended December 31, 2024 is primarily related to foreign tax credits and foreign net operating loss carryforwards. The
change in the valuation allowance for the year ended December 31, 2023 is primarily related to anticipatory foreign tax credits and state interest deduction carryforwards offset
by recognition of state tax credit carryforwards determined more likely than not to be realized. The decrease in the valuation allowance for the year ended December 31, 2022 is
primarily related to the utilization of state tax credit carryforwards.
Foreign net operating loss carryforwards of $110.6 million will expire between December 31, 2025 and December 31, 2044, if not utilized. Foreign net operating loss
carryforwards of $112.9 million have indefinite carryforward periods. Domestic net operating loss carryforwards of $28.7 million and tax credit carryforwards of $103.0 million
will expire between December 31, 2025 and December 31, 2044, if not utilized.
We conduct business globally and file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we
are subject to examination by taxing authorities around the world. We are no longer subject to state income tax examinations for years ended on or before December 31, 2015,
U.S. federal income tax examinations for years ended on or before December 31, 2016 and international corporation tax examinations for years ended on or before December
31, 2020.
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A reconciliation of the beginning and ending amounts of unrecognized income tax benefits, excluding penalties and interest, for the years ended December 31, 2024, 2023
and 2022 is as follows:
Years Ended December 31,
2024
2023
2022
(in thousands)
Balance at the beginning of the year
$
43,229 
$
31,315 
$
34,905 
Additions related to acquisitions
— 
4,054 
— 
Reductions for income tax positions of prior years
(164)
(887)
(8,301)
Settlements with income tax authorities
(1,656)
(988)
(3,245)
Additions for income tax positions of prior years
9,092 
1,809 
911 
Additions based on income tax positions related to the current year
7,801 
7,926 
7,045 
Balance at the end of the year
$
58,302 
$
43,229 
$
31,315 
As of December 31, 2024, the total amount of gross unrecognized income tax benefits that, if recognized, would affect the provision for income taxes is $56.8 million.
NOTE 13—SHAREHOLDERS’ EQUITY
We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. Information
about shares repurchased and retired was as follows for the years ended December 31, 2024, 2023 and 2022:
Years Ended December 31,
2024
2023
2022
(in thousands, except per share amounts)
Number of shares repurchased and retired
12,730 
4,065 
23,266 
Cost of shares repurchased, including commissions and applicable excise taxes
$
1,565,688 
$
413,667 
$
2,929,814 
Average cost per share
$
123.00 
$
101.77 
$
125.93 
The share repurchase activity for the year ended December 31, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of
1.500% convertible senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The
purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $130.80 per
share. The share repurchase activity for the year ended December 31, 2024 also included the repurchase of 5,320,781 shares at an average price of $112.77 per share under an
ASR agreement we entered into on October 30, 2024 with a financial institution to repurchase an aggregate of $600.0 million of our common stock during the ASR program
purchase period. This ASR program was completed on December 20, 2024. On February 13, 2025, we entered into an ASR agreement to repurchase an aggregate $ 250.0
million of shares of common stock during the program purchase period, which will end prior to March 31, 2025. The total number of shares to be repurchased under the
program will generally be based on the average of the daily volume-weighted average prices of our common stock during the repurchase period less a discount and subject to
adjustments pursuant to the terms of the program.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act into law, which, among other things, implemented a 1% excise tax on share repurchases
effective beginning January 1, 2023. During the year ended December 31, 2024 and 2023, we reflected excise taxes of $15.6 million and $3.9 million, respectively, within
equity as part of the cost of common stock repurchased, net of share issuances, during the period.
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On October 24, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to
$2.5 billion. As of December 31, 2024, the remaining amount available under our share repurchase program was $1,850.0 million.
On January 30, 2025, our board of directors declared a cash dividend of $0.25 per share payable on March 28, 2025 to common shareholders of record as of March 14,
2025.
NOTE 14—SHARE-BASED AWARDS AND OPTIONS
We have granted nonqualified stock options, restricted stock and performance unit awards to key employees, officers and directors under a long-term incentive plan,
which permits grants of equity to employees, officers, directors and consultants. A total of 14.0 million shares of our common stock has been reserved and made available for
issuance pursuant to awards granted under the 2011 Amended and Restated Incentive Plan.
The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:
Years Ended December 31,
2024
2023
2022
(in thousands)
Share-based compensation expense
$
164,244 
$
208,994 
$
163,261 
Income tax benefit
$
35,528 
$
48,446 
$
38,059 
Restricted Stock
Restricted stock awards vest in approximately equal annual installments, generally on each of the first three or four anniversaries of the grant date or, in some cases, in one
installment on the third anniversary of the grant date, in either case subject to the holder's continued service on each applicable vesting date. Restricted shares cannot be sold or
transferred until they have vested. The grant date fair value of restricted stock awards, which is based on the quoted market value of our common stock on the grant date, is
recognized as share-based compensation expense on a straight-line basis over the vesting period. Our restricted stock agreements provide for accelerated vesting under certain
conditions.
Performance Units
Certain of our executives have been granted performance-based restricted stock units ("performance units") that, after a specified performance period, may convert on a 1-
for-1 basis into shares of our common stock based upon the level of achievement of certain pre-established performance measures during the performance period and subject to
the holders' continued service on the vesting date. The Compensation Committee of our board of directors ("Compensation Committee") establishes performance measures and
may set a range of possible performance-based outcomes for performance units. Performance units are converted into shares of common stock only after the Compensation
Committee certifies the level of achievement against the performance measures. Our performance unit agreements provide for accelerated vesting under certain conditions.
For these awards, we recognize compensation expense on a straight-line basis over the applicable performance or service period using the grant date fair value of the award
and the number of shares expected to be earned according to the level of achievement of performance measures. When the estimated number of common shares expected to be
earned is changed during the performance period, we make a cumulative adjustment to share-based compensation expense based on the revised estimate. The performance
periods for awards granted generally range from one to three years.
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The following table summarizes the changes in unvested restricted stock awards and performance units for the years ended December 31, 2024, 2023 and 2022:
Shares
Weighted-Average
Grant-Date
Fair Value
(in thousands)
Unvested at December 31, 2021
1,640 
$184.90
Granted
1,496 
137.51
Vested
(756)
170.79
Forfeited
(235)
164.06
Unvested at December 31, 2022
2,145 
159.04
Replacement Awards
202 
98.44
Granted
1,322 
112.81
Vested
(1,041)
157.33
Forfeited
(147)
128.18
Unvested at December 31, 2023
2,481 
131.41
Granted
1,225 
128.97
Vested
(1,224)
140.79
Forfeited
(230)
119.07
Unvested at December 31, 2024
2,252 
$126.07
The total fair value of restricted stock and performance units vested was $172.3 million, $163.8 million and $129.2 million for the years ended December 31, 2024, 2023
and 2022, respectively.
For restricted stock and performance units, we recognized compensation expense of $151.6 million, $186.9 million and $151.5 million for the years ended December 31,
2024, 2023 and 2022, respectively. As of December 31, 2024, there was $ 131.8 million of unrecognized compensation expense related to unvested restricted stock awards and
performance units that we expect to recognize over a weighted-average period of 1.8 years.
Stock Options
Stock options are granted with an exercise price equal to 100% of fair market value of our common stock on the date of grant and have a term of ten years. Stock options
vest in equal installments, generally on each of the first three or four anniversaries of the grant date, subject to the holder's continued service on each applicable vesting date.
Our stock option agreements provide for accelerated vesting under certain conditions.
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The following table summarizes changes in stock option activity for the years ended December 31, 2024, 2023 and 2022: 
Options
Weighted-Average Exercise
Price
Weighted-Average Remaining
Contractual Term
Aggregate Intrinsic Value
(in thousands)
(years)
(in millions)
Outstanding at December 31, 2021
1,172 
$107.44
5.8
$47.4
Granted
154 
136.02
Forfeited
(89)
147.65
Exercised
(98)
65.69
5.5
Outstanding at December 31, 2022
1,139 
111.75
5.4
17.3
Replacement Awards
142 
98.44
Granted
233 
110.83
Forfeited
(297)
155.35
Exercised
(296)
89.08
9.4
Outstanding at December 31, 2023
921 
99.54
5.0
32.1
Granted
168 
127.99
Forfeited
(77)
150.55
Exercised
(234)
59.16
16.0
Outstanding at December 31, 2024
778 
$112.91
5.5
$9.0
Options vested and exercisable at December 31, 2024
521 
$110.07
4.0
$7.9
We recognized compensation expense for stock options of $7.5 million, $17.0 million and $6.4 million during the years ended December 31, 2024, 2023 and 2022,
respectively. As of December 31, 2024, we had $ 7.4 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a
weighted-average period of 1.9 years.
The weighted-average grant-date fair value of stock options granted, including replacement awards granted in connection with the EVO acquisition, during the years ended
December 31, 2024, 2023 and 2022 was $53.19, $46.17 and $48.88, respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the
following weighted-average assumptions:
Years Ended December 31,
2024
2023
2022
Risk-free interest rate
4.13%
3.84%
1.87%
Expected volatility
45%
45%
40%
Dividend yield
0.90%
0.81%
0.56%
Expected term (years)
5
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.
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NOTE 15—SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow disclosures for the years ended December 31, 2024, 2023 and 2022 are as follows:
Years Ended December 31,
 
2024
2023
2022
 
(in thousands)
Income taxes paid, net of refunds
$
523,263 
$
640,784 
$
431,148 
Interest paid
$
618,865 
$
603,486 
$
350,075 
NOTE 16—NONCONTROLLING INTERESTS
The following table presents the reconciliation of net income attributable to noncontrolling interests to comprehensive income attributable to noncontrolling interests for
the years ended December 31, 2024, 2023 and 2022:
Years Ended December 31,
2024
2023
2022
(in thousands)
Net income attributable to noncontrolling interests
$
73,788 
$
42,590 
$
31,820 
Foreign currency translation attributable to noncontrolling interests
(54,468)
50,397 
(13,301)
Comprehensive income attributable to noncontrolling interests
$
19,320 
$
92,987 
$
18,519 
During the year ended December 31, 2024, we paid $108.8 million to acquire the remaining 45.23% interest for 100% ownership in one of our majority-owned
subsidiaries in Europe. The transaction resulted in a reduction in equity attributable to noncontrolling interests of approximately $37.7 million and a reduction in total equity
attributable to Global Payments of approximately $71.1 million. The net effects of the transaction include a reclassification of an accumulated other comprehensive gain related
to foreign currency translation of $0.7 million from noncontrolling interests to equity attributable to Global Payments.
During the year ended December 31, 2023, we received $26.2 million from a noncontrolling shareholder in exchange for a 20% ownership interest in one of our majority-
owned subsidiaries in Spain, which resulted in a reallocation between equity attributable to Global Payments and equity attributable to noncontrolling interests.
Redeemable Noncontrolling Interests
The portions of equity in certain of our consolidated subsidiaries that are not attributable, directly or indirectly, to us, are redeemable upon the occurrence of an event that
is not solely within our control.
During the second quarter of 2024, we formed a new joint venture in Germany, of which we hold a 51% controlling interest. Under the shareholder agreement, the
minority shareholder has the option to compel us to purchase their shares at fair market value upon the occurrence of a specific change in control event. As of December 31,
2024, the option is not considered probable of becoming redeemable. We also own 51% of our subsidiary in Greece and 50.1% of our subsidiary in Chile. Under the respective
shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under
certain circumstances for our subsidiary in Greece, at a price determined by calculations stipulated in the shareholder agreement. The options have no expiration date.
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.
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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, which amounted to $20.0 million for the year ended December 31, 2024.
We have also elected to recognize the entire amount of any redemption price adjustments in net income attributable to noncontrolling interests in our consolidated statements of
income.
In addition, we own 66% of our subsidiary in Poland. The redemption option held by the minority shareholder in Poland expired on January 1, 2024, and the redeemable
noncontrolling interest was reclassified to nonredeemable noncontrolling interest in the consolidated balance sheet as of January 1, 2024.
NOTE 17—ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the years ended December 31, 2024, 2023 and
2022:
Foreign Currency
Translation Gains (Losses)
Net Unrealized Gains
(Losses) on Hedging
Activities
Other
Accumulated Other
Comprehensive Loss
(in thousands)
Balance at December 31, 2021
$
(182,949)
$
(48,490)
$
(2,743)
$
(234,182)
Other comprehensive income (loss)
(197,635)
26,070 
(222)
(171,787)
Balance at December 31, 2022
(380,584)
(22,420)
(2,965)
(405,969)
Other comprehensive income (loss)
165,044 
(18,439)
439 
147,044 
Balance at December 31, 2023
(215,540)
(40,859)
(2,526)
(258,925)
Other comprehensive income (loss)
(374,388)
19,441 
141 
(354,806)
Effect of purchase of subsidiary shares from noncontrolling interest
739 
— 
— 
739 
Balance at December 31, 2024
$
(589,189)
$
(21,418)
$
(2,385)
$
(612,992)
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $(54.5) million, $50.4 million and
$(13.3) million for the years ended December 31, 2024, 2023 and 2022, respectively.
NOTE 18—SEGMENT INFORMATION
Information About Profit and Assets
We operate in two reportable segments: Merchant Solutions and Issuer Solutions. As described in "Note 3—Business Dispositions," during the second quarter of 2023, we
completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment. Our former Consumer Solutions segment is
presented below for periods prior to disposition.
Our Merchant Solutions payment technology is similar around the world in that we enable our customers to accept card and other digital-based payments. Through this
segment, our offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, terminal rental, sales and
deployment, payment security services, consolidated billing and on-line reporting. In addition, we offer a wide array of enterprise software solutions that streamline business
operations to customers in numerous vertical markets. We also provide a variety of value-added solutions and services, including specialty point-of-sale software, analytics and
customer engagement, human capital management and payroll and reporting that assist our customers with driving demand and operating their businesses more efficiently.
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Through our Issuer Solutions segment, we provide financial institutions and retailers technologies to manage their card portfolios, reduce technical complexity and
overhead and offer a seamless experience for cardholders on a single platform. In addition, we provide flexible commercial payments, accounts payable and electronic payment
alternative solutions that support B2B payment processes for businesses and governments. We also offer complementary services including account management and servicing,
fraud solution services, analytics and business intelligence, cards, statements and correspondence, customer contact services and risk management solutions. Additionally, our
Issuer Solutions segment provides B2B payment services and other financial service solutions marketed to businesses, including SaaS offerings that automate key procurement
processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.
Through our former Consumer Solutions segment, we provided general purpose reloadable prepaid debit and payroll cards, demand deposit accounts and other financial
service solutions to the underbanked and other consumers and businesses in the United States.
Our segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including
resource allocations and performance assessments. Our Chief Executive Officer is the chief operating decision maker ("CODM"). We evaluate performance and allocate
resources based on the operating income of each operating segment. The CODM uses segment operating income in the annual budget and forecasting process, and considers
budget-to-actual and forecast-to-actual variances on a monthly, quarterly and annual basis. The operating income of each operating segment includes the revenues of the
segment less expenses that are directly related to those revenues. 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 segments using asset data. The accounting policies of the reportable operating segments are the same as those described in the Summary of
Significant Accounting Policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."
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Information on segments and reconciliations to consolidated revenues, consolidated operating expenses, consolidated operating income and consolidated depreciation and
amortization were as follows:
Years Ended December 31,
2024
2023
2022
(in thousands)
Revenues :
Merchant Solutions
$
7,688,703 
$
7,151,793 
$
6,204,917 
Issuer Solutions
2,483,657 
2,398,870 
2,245,623 
Consumer Solutions
— 
182,740 
620,482 
Intersegment eliminations
(66,466)
(78,984)
(95,507)
Consolidated revenues
$
10,105,894 
$
9,654,419 
$
8,975,515 
Operating expenses :
Merchant Solutions:
Cost of service
$
2,008,126 
$
1,925,880 
$
1,798,300 
Selling, general and administrative
3,067,662 
2,880,658 
2,366,362 
Total Merchant Solutions expenses
5,075,788 
4,806,538 
4,164,662 
Issuer Solutions:
Cost of service
1,795,001 
1,738,047 
1,633,708 
Selling, general and administrative
246,214 
251,016 
255,700 
Total Issuer Solutions expenses
2,041,215 
1,989,063 
1,889,408 
Consumer Solutions
— 
186,648 
566,888 
Corporate
994,886 
898,024 
777,744 
Intersegment eliminations
(66,466)
(78,984)
(95,507)
Operating income (loss) :
Merchant Solutions
$
2,612,915 
$
2,345,255 
$
2,040,255 
Issuer Solutions
442,442 
409,807 
356,215 
Consumer Solutions
— 
(3,908)
53,594 
Corporate
(994,886)
(898,024)
(777,744)
Impairment of goodwill
— 
— 
(833,075)
Net gain (loss) on business dispositions
273,134 
(136,744)
(199,094)
Consolidated operating income
$
2,333,605 
$
1,716,386 
$
640,151 
Depreciation and amortization :
Merchant Solutions
$
1,179,845 
$
1,109,186 
$
981,297 
Issuer Solutions
658,186 
646,118 
623,755 
Consumer Solutions
— 
— 
35,773 
Corporate
24,300 
21,388 
21,630 
Consolidated depreciation and amortization
$
1,862,331 
$
1,776,692 
$
1,662,455 
Revenues, operating expenses, operating income and depreciation and amortization reflect the effects of acquired businesses from the respective acquisition dates and
the effects of disposed businesses through the respective disposal dates. See “Note 2—Acquisitions” and “Note 3—Business Dispositions” for further discussion.
(1)
(1)
(2)
(1)
(1)
(1) 
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Operating income and operating expenses included acquisition and integration expenses of $211.6 million, $341.9 million and $259.2 million for the years ended
December 31, 2024, 2023 and 2022, respectively, which were primarily included within Corporate selling, general and administrative expenses. For the years ended
December 31, 2024, 2023 and 2022, operating expenses for Corporate also included $13.4 million, $18.5 million and $47.1 million, respectively, of other charges
related to facilities exit activities as a result of actions taken to reduce our facility footprint in certain markets around the world.
During the year ended December 31, 2024, Corporate operating expenses also reflected costs of $99.1 million associated with our business transformation initiative,
employee termination benefits of $99.6 million, which included $19.4 million of share-based compensation expense, and charges of $55.8 million for technology assets
that will no longer be utilized under a revised technology architecture development strategy. These charges are presented within selling, general and administrative
expenses in our consolidated statements of income.
 Prior to the disposition of the consumer portion of our Netspend business, the information provided to the CODM included segment revenue and operating income,
but not cost of service or selling, general and administrative expense. Therefore, the segment expense detail is not provided for the Consumer Solutions business.
Entity-Wide Information
As a percentage of our total consolidated revenues, revenues from external customers in the United States were 75% for the year ended December 31, 2024, 76% for the
year ended December 31, 2023, and 80% for the year ended December 31, 2022. Revenues from external customers are attributed to individual countries based on the location
of the customer arrangements. Our results of operations and our financial condition are not significantly reliant upon any single customer.
Long-lived assets, excluding goodwill and other intangible assets, by location as of December 31, 2024 and 2023 were as follows:
 
2024
2023
(in thousands)
United States
$
1,725,811 
$
1,672,532 
Foreign countries
551,782 
517,473 
$
2,277,593 
$
2,190,005 
NOTE 19—COMMITMENTS AND CONTINGENCIES
Purchase Obligations
 
We have contractual obligations related to service arrangements with suppliers for fixed or minimum amounts. Future minimum payments at December 31, 2024 for
purchase obligations were as follows (in thousands):
Year ending December 31:
2025
$
659,798 
2026
433,666 
2027
325,775 
2028
289,686 
2029
231,059 
2030 and thereafter
192,549 
   Total future minimum payments
$
2,132,533 
(2)
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During the year ended December 31, 2024, we entered into agreements to acquire hardware, software and related services, of which $60.5 million was financed utilizing
two to six-year vendor financing arrangements. Certain of the agreements included the purchase of assets previously leased.
During the year ended December 31, 2023, we entered into agreements to acquire hardware, software and related services, of which $182.2 million was financed utilizing
two to five-year vendor financing arrangements. Certain of the agreements included the purchase of assets previously leased.
Legal Matters
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.
 
Operating Taxes
We are subject to certain taxes that are not derived based on earnings (e.g., sales, gross receipts, property, value-added and other business taxes). During the course of
operations, we must interpret the meaning of various operating tax regulations in the United States and in the foreign jurisdictions in which we do business. We are subject to
ongoing audits in certain jurisdictions, and taxing authorities in those various jurisdictions may arrive at different interpretations of applicable tax laws and regulations which
could result in the payment of additional taxes in those jurisdictions.
BIN/ICA Agreements
In certain markets, we enter into sponsorship or depository and processing agreements with banks. These agreements allow us to use the banks' identification numbers,
referred to as Bank Identification Number ("BIN") for Visa transactions and an Interbank Card Association ("ICA") number for Mastercard transactions, to clear credit card
transactions through Visa and Mastercard. Certain of these agreements contain financial covenants, and we were in compliance with all such covenants as of December 31,
2024.
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GLOBAL PAYMENTS INC.
SCHEDULE II
 
Valuation and Qualifying Accounts
(in thousands)
 
(a)
(b)
(c)
(d)
(e)
Description
Balance at
Beginning of
Period
  
Additions:
Charged to
Costs and
Expenses
  
Deductions:
Uncollectible
Accounts Write-
Offs (Recoveries)   
Balance at End
of Period
Allowance for credit losses - accounts receivable
December 31, 2022
$
17,389 
$
14,951 
$
11,320 
$
21,020 
December 31, 2023
$
21,020 
$
23,267 
$
25,282 
$
19,005 
December 31, 2024
$
19,005 
$
25,027 
$
19,327 
$
24,705 
Allowance for credit losses - settlement assets
December 31, 2022
$
2,974 
$
12,984 
$
13,671 
$
2,287 
December 31, 2023
$
2,287 
$
19,242 
$
11,799 
$
9,730 
December 31, 2024
$
9,730 
$
22,387 
$
22,161 
$
9,956 
Reserve for sales allowances
December 31, 2022
$
8,516 
$
24,517 
$
25,073 
$
7,960 
December 31, 2023
$
7,960 
$
29,498 
$
28,425 
$
9,033 
December 31, 2024
$
9,033 
$
29,906 
$
28,811 
$
10,128 
Allowance for credit and operating losses - check guarantee
December 31, 2022
$
2,536 
$
12,291 
$
11,383 
$
3,444 
December 31, 2023
$
3,444 
$
3,074 
$
6,518 
$
— 
December 31, 2024
$
— 
$
— 
$
— 
$
— 
Reserve for contract contingencies and processing errors
December 31, 2022
$
1,337 
$
1,212 
$
972 
$
1,577 
December 31, 2023
$
1,577 
$
3,194 
$
3,158 
$
1,613 
December 31, 2024
$
1,613 
$
2,666 
$
2,872 
$
1,407 
Reserve for cardholder losses
December 31, 2022
$
10,058 
$
58,673 
$
58,541 
$
10,190 
December 31, 2023
$
10,190 
$
15,861 
$
26,051 
$
— 
December 31, 2024
$
— 
$
— 
$
— 
$
— 
Deferred income tax asset valuation allowance
December 31, 2022
$
112,259 
$
(2,216)
$
— 
$
110,043 
December 31, 2023
$
110,043 
$
104,280 
$
3,274 
$
211,049 
December 31, 2024
$
211,049 
$
30,148 
$
— 
$
241,197 
Allowance for credit losses - notes receivable
December 31, 2023
$
— 
$
15,245 
$
— 
$
15,245 
December 31, 2024
$
15,245 
$
— 
$
— 
$
15,245 
(2)
(3)
(4)
 (1)
(3)
(3)
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 Included in settlement processing obligations.
 In addition to amounts charged to costs and expenses, amounts in this column include additions, as applicable, resulting from business combinations.
 Includes certain amounts related to our consumer and gaming business disposal groups that were presented as held for sale in the consolidated balance sheet as of December 31,
2022. During the second quarter of 2023, we completed the sale of our gaming business and the consumer portion of our Netspend business. The results relating to our consumer and
gaming business are included for the periods prior to disposition, and the amounts disposed of are included in the deductions column above.
 Includes certain amounts related to AdvancedMD, which we completed the sale of in December 2024. The results relating to AdvancedMD are included for the periods prior to
disposition and the amounts disposed of are included in the deductions column above.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024, management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an
evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31,
2024, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure
that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure. 
Management's Report on Internal Control over Financial Reporting
Our management team is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission the Internal Control — Integrated Framework (2013).
Based on the results of its evaluation, management believes that as of December 31, 2024, our internal control over financial reporting is effective based on those criteria.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Due to such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, such risk.
 
Attestation Report of Public Accounting Firm
Deloitte & Touche LLP has issued an attestation report on our internal control over financial reporting, which is included herein as the Report of Independent Registered
Public Accounting Firm under "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for the year ended December 31, 2024.
(1)
(2)
(3)
(4)
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B - OTHER INFORMATION
 
(b) Insider Trading Plans and Arrangements
During the quarter ended December 31, 2024, none of our directors or officers notified us that they adopted, modified or terminated any Rule 10b5-1 trading arrangement
or any non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.
ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not Applicable.
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Table of Contents
PART III
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1:
Election of Directors for a One-Year Term," "Biographical Information About Executive Officers," "Anti-Hedging Policy; Insider Trading Policy" and "Delinquent Section
16(a) Reports" from our proxy statement to be delivered in connection with our Proxy Statement and Notice of 2025 Annual Meeting of Shareholders to be held on April 24,
2025 (our "2025 Proxy Statement").
 
We have adopted codes of ethics that apply to our senior financial officers. The senior financial officers include our Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Controller or persons performing similar functions. The code of ethics is available in the investor relations section of our website at
www.globalpaymentsinc.com and as indicated in the section entitled "Where To Find More Information" in Part I of this Annual Report on Form 10-K. We intend to satisfy the
disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website
at the address and location set forth above.
ITEM 11 - EXECUTIVE COMPENSATION
 
We incorporate by reference in this Item 11 the information required by this item from our 2025 Proxy Statement.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock
Ownership - Common Stock Ownership by Management" and "Common Stock Ownership - Common Stock Ownership by Non-Management Shareholders" from our 2025
Proxy Statement.
The information under the caption “Key Data Relating to Outstanding Equity Awards and Shares Available - Equity Compensation Plan Information” in the 2025 Proxy
Statement is incorporated herein by reference.
 
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of
our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board of Directors, its Committees, Meetings and
Functions - Corporate Governance - Board Independence" from our 2025 Proxy Statement.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three: Ratification of
Reappointment of Independent Registered Public Accounting Firm" from our 2025 Proxy Statement.
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Table of Contents
PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The following documents are filed as part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements
 
Our consolidated financial statements listed below are set forth in "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K:
Page Number
Reports of Independent Registered Public Accounting Firm (PCAOB ID 34)
58
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
61
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
62
Consolidated Balance Sheets as of December 31, 2024 and 2023
63
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
64
Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
65
Notes to Consolidated Financial Statements
67
 
(2) Financial Statement Schedules
Page Number
Schedule II, Valuation and Qualifying Accounts
117
 
All other schedules to our consolidated financial statements have been omitted because they are not required under the related instruction or are inapplicable, or because
we have included the required information in our consolidated financial statements or related notes.
 
(3) Exhibits
 
The following exhibits either (i) are filed with this Annual Report on Form 10-K or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by
reference to those prior filings.
Exhibit No.
Description
3.1
Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to the Company's Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, 2019.
3.2
Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K filed on May 1, 2020.
3.3
Twelfth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-
K filed on February 21, 2023.
4.1
Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, 2019.
4.2
Supplemental Indenture No. 1, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated
by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 14, 2019.
4.3
Form of Notes (included in Exhibit 4.2).
4.4
Senior Indenture, dated March 17, 2016, between TSYS and Regions Bank, as trustee, incorporated by reference to Exhibit 4.1 of TSYS’ Current Report
on Form 8-K filed on March 17, 2016.
4.5
Supplemental Indenture No. 1, dated as of September 17, 2019, among TSYS, Global Payments Inc. and Regions Bank, incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 20, 2019.
4.6
Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on March 17, 2016.
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4.7*
Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act.
4.8
Supplemental Indenture No. 2, dated as of May 15, 2020, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 15, 2020.
4.9
Form of Global Note (included in Exhibit 4.8).
4.10
Supplemental Indenture No. 3, dated as of February 26, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee,
incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 26, 2021.
4.11
Form of Global Note representing the 1.200% Senior Notes due 2026 (included in Exhibit 4.10).
4.12
Supplemental Indenture No. 4, dated as of November 22, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee,
incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 22, 2021.
4.13
Form of Global Note representing the Notes (included in Exhibit 4.12).
4.14
Indenture, dated as of August 8, 2022, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, related to 1.00%
Convertible Senior Notes due 2029, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 9, 2022.
4.15
Form of 1.00% Convertible Senior Notes due 2029 (included in Exhibit 4.14).
4.16
Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank
National Association), as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, 2019.
4.17
Supplemental Indenture No. 5, dated as of August 22, 2022, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as
trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 22, 2022.
4.18
Form of Global Note representing the Notes (included in Exhibit 4.17).
4.19
First Supplemental Indenture, dated as of December 14, 2022 between Global Payments Inc., and U.S. Bank Trust Company, National Association, as
trustee, incorporated by reference to Exhibit 4.23 to the Company's Annual Report on Form 10-K filed on February 17, 2023.
4.20
Supplemental Indenture No. 6, dated as of March 17, 2023, between Global Payments Inc., U.S. Bank National Association, as trustee, Elavon Financial
Services DAC, UK Branch, as initial paying agent, and U.S. Bank Trust Company, National Association, as initial securities registrar and transfer agent,
incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 17, 2023.
4.21
Form of Global Note representing the Notes (included in Exhibit 4.20).
4.22
Indenture, dated as of February 23, 2024, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 23, 2024.
4.23
Form of Global Note representing the Notes (included in Exhibit 4.22).
4.24
Form of 4.450% Senior Note due 2028, incorporated by reference to Exhibit 4.2 to Total System Services Inc.’s Current Report on Form 8-K filed on
May 11, 2018.
10.1+
Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 to TSYS’s Current Report on Form 8-K filed on April 28,
2017.
10.2+
Total System Services, Inc. 2012 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on May 4, 2012.
10.3+
Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on April 25, 2007.
10.4+
Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K
filed on July 28, 2010.
10.5+
Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K filed on July 30, 2007.
10.6+
Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to
Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, 2007.
10.7+
Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form Quarterly
Report on 10-Q filed April 6, 2009.
10.8+
Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated
by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on July 25, 2013.
122

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10.9+
Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on
September 16, 2010.
10.10+
Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on
February 28, 2017.
10.11+
EVO Payments, Inc. Second Amended and Restated 2018 Omnibus Incentive Stock Plan, incorporated by reference to Exhibit 10.1 to EVO Payments,
Inc.'s Quarterly Report on Form 10-Q filed on November 3, 2021.
10.12+
Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q filed on January 8, 2007.
10.13+
Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc. and Jeffrey S. Sloan, incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
10.14+
Letter Agreement, dated May 1, 2023, between Global Payments Inc. and Jeffrey S. Sloan, incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed on May 1, 2023.
10.15+
Amended and Restated Employment Agreement, dated as of May 1, 2023, by and between Global Payments Inc. and Cameron M. Bready, incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023.
10.16+
Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc. and Guido F. Sacchi, incorporated by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
10.17+
Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc. and David L. Green, incorporated by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
10.18+
Employment Agreement, dated as of July 29, 2020, between Global Payments Inc. and Andréa Carter, incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K filed on February 14, 2024.
10.19+
Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2021), incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.
10.20+
Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2021),
incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.
10.21+
Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2021), incorporated by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.
10.22+
Form of Supplemental Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar
2021), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.
10.23+
Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.
10.24+
Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022),
incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.
10.25+
Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.
10.26+
Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
10.27+
Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023),
incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
10.28+
Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
123

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10.29+
Employment Agreement, dated as of September 20, 2019, between Global Payments Inc. and Joshua J. Whipple incorporated by reference to Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2022.
10.30+
Amendment to Employment Agreement, dated as of August 2, 2022, between Global Payments Inc. and Joshua J. Whipple incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2022.
10.31
Investment Agreement, dated as of August 1, 2022, among Global Payments Inc., Silver Lake Partners VI DE (AIV), L.P. and Silver Lake Alpine II,
L.P., incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 2, 2022
10.32
Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 9, 2022
10.33
Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as
administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto, incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on August 22, 2022
10.34+
Employment Agreement, dated as of August 1, 2024, by and between Global Payments Inc. and Robert Cortopassi, incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed on August 6, 2024.
10.35
CORRA Transition Amendment, dated July 3, 2024, to Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., the other
borrowers party thereto and Bank of America, N.A., as administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto,
incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 10-Q filed on October 31, 2024.
10.36+
Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024), incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.
10.37+
Form of Restricted Stock Award Certificate pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (1 year vest; calendar
2024), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.
10.38+
Form of Performance Unit Award Certificate pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024),
incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.
10.39+
Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024), incorporated by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.
10.40
Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23,
2024.
10.41+
Employment Agreement dated January 1, 2024 between Global Payments, Inc. and Shannon Johnston, incorporated by reference to Exhibit 10.6 to the
Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.
10.42+
Eighth Amended and Restated Non-Employee Director Compensation Plan dated April 25, 2024, incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on August 7, 2024.
19*
Insider Trading Policy.
21.1*
List of Subsidiaries.
23.1*
Consent of Independent Registered Public Accounting Firm.
24.1*
Power of Attorney.
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1*
Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
97+
Global Payments Executive Compensation Clawback Policy, incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K
filed on February 14, 2024.
101.1*
The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL
(eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements
of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of
Changes in Equity; and (vi) the Notes to Consolidated Financial Statements.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
124

Table of Contents
*
Filed herewith.
+
Management contract or compensatory plan or arrangement.
†
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission upon request.
(b) Exhibits
Page Number
Index to Exhibits
121
(c)    Financial Statement Schedules
See Item 15(2) above.
ITEM 16 - FORM 10-K SUMMARY
None.
125

Table of Contents
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Global Payments Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on February 14, 2025.
GLOBAL PAYMENTS INC.
 
By:
/s/ Cameron M. Bready
Cameron M. Bready
Chief Executive Officer
(Principal Executive Officer)
 
By:
/s/ Joshua J. Whipple
Joshua J. Whipple
Chief Financial Officer
(Principal Financial Officer)
By:
/s/ David M. Sheffield
David M. Sheffield
Chief Accounting Officer
(Principal Accounting Officer)
126

Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Global Payments Inc. and in
the capacities and on the dates indicated.
Signature
Title
 
Date
/s/  M. Troy Woods*
  
Chairman of the Board
 
February 14, 2025
M. Troy Woods
/s/ Connie D. McDaniel*
  
Director
 
February 14, 2025
Connie D. McDaniel
/s/  F. Thaddeus Arroyo*
  
Director
 
February 14, 2025
F. Thaddeus Arroyo
/s/ Robert H.B. Baldwin, Jr.*
  
Director
February 14, 2025
Robert H.B. Baldwin, Jr.
/s/ John G. Bruno*
Director
February 14, 2025
John G. Bruno
/s/  Joia M. Johnson*
  
Director
 
February 14, 2025
Joia M. Johnson
/s/  Ruth Ann Marshall*
  
Director
 
February 14, 2025
Ruth Ann Marshall
/s/  Kirsten Kliphouse*
  
Director
February 14, 2025
Kirsten Kliphouse
/s/ Joseph Osnoss*
Director
February 14, 2025
Joseph Osnoss
/s/ William B. Plummer*
Director
February 14, 2025
William B. Plummer
/s/ John T. Turner*
Director
February 14, 2025
John T. Turner
/s/ Cameron M. Bready
  
Director
 
February 14, 2025
Cameron M. Bready
*By:
/s/  Cameron M. Bready
  
Attorney-in-fact
 
February 14, 2025
Cameron M. Bready
127

Exhibit 4.7
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF COMMON STOCK
The following description of the common stock of Global Payments Inc. (the “Company”) is based upon the Company’s amended and restated articles
of incorporation (the “Articles of Incorporation”) and applicable provisions of law. We have summarized certain portions of the Articles of
Incorporation and the Company’s bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to,
the provisions of the Articles of Incorporation and bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit
4.7 is a part.
Authorized Capital Stock
Under the Articles of Incorporation, the Company’s authorized capital stock consists of 400,000,000 shares of common stock, no par value, and
5,000,000 shares of preferred stock, no par value. All outstanding shares of the Company’s capital stock are fully paid and non-assessable.
Common Stock
Dividend Rights
Holders of the Company’s common stock are entitled to receive dividends as and when declared by the Company’s board of directors in its discretion,
payable out of any of the Company’s assets at the time legally available for the payment of dividends in accordance with the Official Code of Georgia.
Voting Rights
Each holder of a share of Company common stock is entitled to one vote. Directors will be elected by a majority of votes cast, except that where the
number of nominees exceeds the number of directors to be elected at a meeting as of the meeting’s record date, then each director will be elected by a
plurality of the votes cast. Pursuant to the Company's bylaws, action on other matters is approved if votes cast in favor of the action exceed the votes cast
opposing the action, unless the Official Code of Georgia or the Articles of Incorporation provide otherwise. If the Company issues preferred stock,
holders of such stock may possess voting rights.
Liquidation Rights
Holders of Company common stock are entitled to receive the net assets of the Company upon dissolution.
Preemptive Rights
The Company’s common shareholders are not entitled to any preemptive rights to purchase or receive any shares of the Company stock, any obligation
convertible into or exchangeable for shares of Company stock or any warrants, options, or rights to purchase or subscribe for any convertible or
exchangeable obligation. The Company’s board of directors, at its discretion, may issue such stock or other securities to any party and on terms it deems
advisable.

Preferred Stock
The Articles of Incorporation permit the Company’s board of directors to issue up to 5,000,000 shares of preferred stock (none of which are outstanding)
in one or more series. The Company’s board of directors is vested with the authority to divide preferred stock into classes or series and to fix and
determine the relative rights, preferences, qualifications, and limitation of the shares of any class or series so established.
The issuance of preferred stock could adversely affect the rights of holders of common stock.
Miscellaneous
The Articles of Incorporation contain no restrictions on the alienability of the Company’s common stock. The Company’s common stock is traded on the
New York Stock Exchange under the symbol “GPN.”
Certain Anti-Takeover Provisions
Certain provisions of the Articles of Incorporation, the bylaws and the Official Code of Georgia could make it more difficult to consummate an
acquisition of control of the Company by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by the
Company’s board of directors, regardless of whether the Company’s shareholders support the transaction. The summary of the provisions set forth below
does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation, the Company’s bylaws and the Official Code
of Georgia.
Business Combination
In general, the business combination statute set forth in Sections 14-2-1131 through 14-2-1133 of the Official Code of Georgia prohibits a purchaser who
acquires 10% or more of the outstanding voting stock of the Company, an “interested shareholder,” from completing a business combination with the
Company for five years unless (1) prior to the time the person becomes an interested shareholder, the Company’s board of directors approved either the
business combination or the transaction which resulted in the person becoming an interested shareholder, (2) after the completion of the transaction in
which the person becomes an interested shareholder, the interested shareholder holds at least 90% of the voting stock of the Company, excluding for
purposes of determining the number of shares outstanding, those shares owned by (i) persons who are directors or officers of the Company or their
affiliates or associates, (ii) subsidiaries of the Company, and (iii) specific employee benefit plans, or (3) after the shareholder becomes an interested
shareholder, the shareholder acquires additional shares such that the shareholder becomes the holder of at least 90% of the voting stock of the Company,
excluding for purposes of determining the number of shares outstanding, those shares owned by (i) persons who are directors or officers of the Company
or their affiliates or associates, (ii) subsidiaries of the Company, and (iii) specific employee benefit plans, and the business combination was approved by
the holders of a majority of the Company’s stock entitled to vote on the transaction (excluding shares owned by the persons described in (i), (ii) and
(iii) above or by the interested shareholder). The Company has elected to be governed by these provisions of the Official Code of Georgia with respect to
business combinations with interested shareholders.

Advance Notice Provision
At any annual meeting of shareholders, the business to be conducted, including the nomination of candidates to be elected as directors of the Company,
is limited to business brought before the meeting by or at the direction of the Company’s board of directors, or a shareholder who has given timely
written notice to the Company’s secretary of its intention to bring such business before the meeting. A shareholder must give notice that is received at
the Company’s principal executive offices in writing not less than 120 days nor more than 150 calendar days before the first anniversary of the date the
Company distributed its proxy statement to shareholders in connection with the previous year’s annual meeting. However, if the annual meeting is
scheduled to be held on a date more than 30 calendar days earlier than or 60 calendar days after the anniversary of the previous year’s annual meeting,
notice by the shareholder in order to be timely must be received not later than the later of 120 days prior to the annual meeting or the close of business
on the fifth day following the day on which public announcement is first made of the date of the annual meeting. In the case of a special meeting of
shareholders at which directors are to be elected, a shareholder must give notice to nominate a director not later than the close of business on the
120th day prior to such special meeting or the fifth day following the day on which public announcement is first made of the date of the special meeting
and the fact that directors are to be elected at such meeting. A shareholder’s notice must also contain certain information specified in the Company’s
bylaws. A majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum except as otherwise required by law.
Special Meetings
A special meeting of the Company’s shareholders may be called by (1) the board of directors, (2) the chairman of the board of directors, (3) the chief
executive officer or (4) the holders of at least 15% of the votes entitled to be cast at such special meeting.
Additional Authorized Shares of Capital Stock
The additional shares of authorized common stock and preferred stock available for issuance under the Company’s articles of incorporation could be
issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
Limitation of Liability; Indemnification
The Articles of Incorporation contain certain provisions permitted under the Official Code of Georgia relating to the liability of directors. These
provisions eliminate a director’s personal liability to the Company and its shareholders for monetary damages for any action taken, or any failure to take
any action, except liability for:
•
any appropriation, in violation of his or her duties, of any business opportunity of the Company;
•
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•
the types of liability specified in Section 14-2-832 of the Official Code of Georgia; and
•
any transaction from which the director derives an improper personal benefit.
These provisions may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter shareholders or the
Company from bringing a lawsuit against the Company’s directors. However, these provisions do not limit or eliminate the Company’s rights or those of
any shareholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. Also, these
provisions will not alter a director’s liability under federal securities laws.
The Company’s bylaws also provide that the Company must indemnify its directors and officers to the fullest extent permitted by Georgia law, and the
bylaws provide that the Company must advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest
extent permitted by Georgia law, subject to very limited exceptions. These rights are deemed to have fully vested at the time the indemnitee assumes his
or her position with the Company and will continue as to an indemnitee who has ceased to be a director or officer and will inure to the benefit of the
indemnitee’s heirs, executors and administrators.

Exhibit 19
GLOBAL PAYMENTS INC.
INSIDER TRADING POLICY
Effective January 30, 2025
This Insider Trading Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of Global Payments Inc. (collectively with its subsidiaries, the
“Company”) to promote compliance with securities laws that prohibit persons who are aware of material nonpublic information (as defined below) about a company from
trading in securities of that company or providing material nonpublic information to other persons who may trade on the basis of that information. In all cases, the responsibility
for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Company’s
General Counsel or any director or employee of the Company pursuant to this Policy or otherwise does not in any way constitute legal advice or insulate an individual from
liability under applicable securities laws. See “Consequences of Violation” below.
Persons Subject to this Policy
This Policy applies to the Company, all members of the Board, all officers and employees of the Company and, in the discretion of the Company, other persons,
including, without limitation, contractors and consultants who may have access to material nonpublic information (“Additional Parties”). This Policy is divided into three parts:
Part I prohibits trading in certain circumstances and applies to all directors, officers and employees of the Company and Additional Parties, and Part II imposes special
additional trading restrictions and applies to all:
(i)
members of the Board;
(ii) employees of the Company who have received an equity grant award in the prior twelve (12) months or who receive an equity grant award as part of their compensation;
and
(iii) employees of the Company who belong to a category identified on Annex A attached to this Policy,
(the individuals identified in (i) through (iii) above are collectively referred to herein as, “Covered Persons”), and certain Additional Parties.
Part III applies to transactions by the Company in its own securities.
All members of the Board, and officers and employees of the Company and Additional Parties are responsible for the transactions of any person (including family
members) and any entity that is directed by the above listed persons or subject to the above listed person’s control or influence, and must ensure that their purchases and sales of
the Company’s securities comply with this Policy.
This Policy also applies to former directors and employees falling within the categories listed herein if, at the time such director or employee leaves the Company, the
Company is in a blackout period or such director or employee is otherwise in possession of material nonpublic information.
PART I
General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information
Except as described under “Exempt Transactions,” this Policy prohibits members of the Board, officers and employees of the Company and Additional Parties from
entering into any of the following types of transactions:
1.    Transactions While in Possession of Material Nonpublic Information
While in possession of material nonpublic information, members of the Board, and officers and employees of the Company and Additional Parties may not buy, sell,
donate, or gift the Company’s securities.

In addition, no Board member, or officer and employee of the Company may buy or sell the securities of another publicly-traded company, including, without
limitation, the Company’s vendors, suppliers, customers, partners, or competitors, while in possession of material nonpublic information about such other company or
information that could affect the share price of such other company. For example, it would be a violation of this Policy if a Board member, or an officer or employee learned
through Company sources that the Company intended to purchase assets from another company, and then placed an order to buy or sell stock in that other company because of
the anticipated increase or decrease in the value of its securities.
Members of the Board and employees of the Company who are Section 16 filers (together, “Company Insiders”) must “pre-clear” all trading in securities of
the Company in accordance with the procedures set forth in Part II, Section 2 below.
2.    “Tipping”
Members of the Board and officers and employees of the Company and Additional Parties are prohibited from disclosing (“tipping”) material nonpublic information
about the Company (or information about another company obtained as a result of such person’s relationship with the Company) to any other person where such information
may be used by such person to his or her profit by trading in the securities of the company to which such information relates. Members of the Board, and officers and employees
of the Company and Additional Parties are also prohibited from making recommendations or expressing opinions regarding the purchase or sale of such securities where such
recommendations or opinions are based on, or could reasonably be construed to be based on, material nonpublic information.
3.    Short-Term Speculation
Members of the Board and officers and employees of the Company are prohibited from engaging in short-term speculation and frequent short-term trading in the
Company’s securities. The Company may investigate whether such person is engaging in short-term speculation or frequent short- term trading, may impose additional
restrictions and may take disciplinary action. Purchases and sales of publicly-traded options constitute short-term speculation, regardless of the number or frequency of such
transactions, and are prohibited. These restrictions are in addition to the “short-swing profit” restrictions that apply to Company Insiders.
4.    Short Sales and Hedging
Members of the Board and officers and employees of the Company are prohibited from engaging in any transaction, including hedging transactions, in which such
person profits from a decline in value of the Company’s securities. Hedging transactions may take many forms, including, without limitation, prepaid variable forward
contracts, equity swaps, collars and exchange funds.
5.    Pledging and Margin Accounts
Members of the Board and officers and employees of the Company are prohibited from holding the Company’s securities in a margin account or pledging the
Company’s securities as collateral.
6.    Retirement Plan Blackout Periods
Company Insiders are prohibited from buying or selling the Company’s securities during specified retirement plan blackout periods. These individuals will be notified
in advance of the applicability of any retirement plan blackout period.
7.    Definitions
a.
Material Nonpublic Information. Information is “material” to the Company if, based on all the facts and circumstances, a reasonable investor would consider that
information important in making a decision to buy, hold or sell the Company’s securities. Any information that could be expected to affect the Company’s stock
price, whether positive or negative, should be considered material. Examples of information that would be material to the Company may include, but are not limited
to, the following:

•
Projections of, or guidance relating to, future earnings or earnings prospects;
•
Changes or proposed changes in the Company’s senior management, Board composition, business strategy, pricing or cost structure, the development of a
significant new product, process or service or the expansion into a new market;
•
Gain or loss of sponsorships by member banks, change in status as a registered merchant processor or failure of the Company or its merchants to comply with
card association and network rules;
•
Proposals, plans or agreements, even if preliminary in nature, involving mergers, joint ventures, or acquisitions;
•
Dispositions, dividends, sale or purchases by the Company of its own stock, stock splits, tender offers or takeover bids, borrowings of substantial amounts of
funds or public or private sales of additional securities;
•
Major developments affecting the Company’s resources, technology, services, or markets;
•
Major disruptions in the Company’s operations or loss, potential loss, a cyber or security breach or unauthorized access to its property or assets, including its
information technology infrastructure; and
•
Major litigation, investigations, regulatory audits or disputes (including, without limitation, disputes with merchants, financial institutions or integral
contractors), major developments with respect thereto, or events of default under financing or other agreements.
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger or an acquisition,
the point at which negotiations are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event
would have on the Company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger,
may be material even if the possibility that the event will occur is relatively small.
The above examples are provided solely for illustration purposes and they are not a complete list of types of events that might be material. If you are unsure whether
information is material, you should either consult the Company’s General Counsel before making any decision to disclose such information (other than to persons
who need to know it) or to trade in or recommend securities to which that information relates, or assume that the information is material. Note that any action on part
of the Company or any other employee pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable
securities laws.
b.
“Nonpublic” Information. Information is “nonpublic” until it has been widely disseminated to the public, such as through a press release, SEC filing or a widely-
available and followed television program, publication or website, and the investing public has had sufficient time to absorb the information. For purposes of this
Policy, the public has had sufficient time to absorb the information after at least one full trading day has passed following its formal release on the market.
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Company’s General
Counsel or assume that the information is nonpublic and treat it as confidential.
8.    Exempt Transactions
The following transactions are exempt from the restrictions imposed by this Policy:

•
Stock Option Exercises. This Policy does not apply to the mere exercise of stock options received from the Company where the Board member or an officer or employee
of the Company holds the shares following the exercise. However, this Policy does apply to the sale of shares received upon the exercise of the option on the open market
(including broker-assisted cashless exercises). As a result, a Board member or an officer or employee of the Company may exercise options and hold its newly acquired
shares of the Company’s stock without regard to this Policy, but if such person exercises options and receives cash in exchange for the exercise, the transaction would be
subject to this Policy.
•
Restricted Stock Vesting. This Policy does not apply to the mere vesting of restricted stock granted by the Company as compensation.
•
Restricted Stock Tax Withholding. This Policy does not apply to the exercise of tax withholding rights pursuant to which a Board member, or an officer or employee
elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock (but sales of previously restricted
shares of stock on the open market are subject to this Policy).
•
Employee Stock Purchase Plan. This Policy does not apply to purchases of the Company’s securities in the Company’s Employee Stock Purchase Plan (“ESPP”)
resulting from an employee’s periodic contribution of funds to the ESPP through payroll deductions according to the election made at the time of enrollment. However,
this Policy does apply to an employee’s enrollment, changes to such employee’s enrollment and subsequent sales of the Company’s stock from the ESPP accounts on the
open market.
•
401(k) Plan. This Policy does not apply to purchases of the Company’s securities in the Company’s 401(k) plan resulting from an employee’s periodic contribution of
funds to the plan through payroll deductions according to the election made at the time of enrollment. However, this Policy does apply to elections to (i) allocate a
percentage of the periodic contributions to the Company’s stock fund, (ii) increase or decrease the percentage of periodic contributions that will be allocated to the
Company’s stock fund and (iii) make an intra-plan transfer of an existing account balance into or out of the Company’s stock fund.
•
Rule 10b5-1 Plan. This Policy does not apply to purchases and sales of the Company’s securities pursuant to a Rule 10b5-1 plan that (i) is pre-cleared by the Company’s
General Counsel in accordance with the procedures set forth in Part II, Section 2 below and (ii) meets the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, this Policy does apply to the entry into the Rule 10b5-1 Plan and, unless pre-cleared by
the Company’s General Counsel, any subsequent changes thereto. Adopting or amending a 10b5-1 Plan can take place only when the individual is not aware of material,
nonpublic information and not otherwise restricted from trading as a result of a trading blackout limitation. The covered individual must adopt the Rule 10b5-1 plan in
good faith and act in good faith with respect to the Rule 10b5-1 Plan after adoption. Transactions under a Rule 10b5-1 Plan may only begin following the end of the
mandated cooling-off period.
Rule 10b5-1 Plans adopted by Board members and officers must provide that trading under the plan cannot begin until the later of: (a) 90 days after the adoption of the Rule
10b5-1 plan or (b) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was
adopted. Rule 10b5-1 Plans adopted by other employees of the Company must provide that trading under the plan cannot begin until 30 days after the adoption of the Rule
10b5-1 Plan. Board members, officers, and employees of the Company may not modify or cancel the Rule 10b5-1 Plan or have multiple Rule 10b5-1 plans at a single time,
except in compliance with the rules and regulations of the SEC. This Policy does not include an exhaustive list of conditions that must be met for the use of a Rule 10b5-1 Plan.
9.    Consequences of Violations
Violations of this Policy may result in disciplinary action by the Company, including termination for cause. In addition, violations of this Policy that also constitute
violations of the securities laws may subject the Covered Person to investigations by the SEC, U.S. Attorneys’ Office and state and foreign enforcement authorities, which may
result in severe fines and imprisonment.

PART II
All Covered Persons are prohibited from trading in the Company’s securities during blackout periods as provided below.
1.    Transactions During Blackout Periods
Covered Persons are prohibited from buying or selling the Company’s securities during a blackout period, even if the person is not in possession of material
nonpublic information. A Covered Person may be subject to any or all of the following types of blackout periods.
a.
Quarterly Blackout Periods. Covered Persons may not buy or sell the Company’s securities during the period that:
(i)
commences at the beginning of the 14th calendar day before the end of each fiscal quarter (March 18, June 17, September 17 and December 18); and
(ii) ends at the completion of one full trading day following the public release of the Company’s earnings results for the most recently concluded fiscal quarter (the
“Quarterly Blackout Period”).
For example, if the Company announces earnings before trading begins on a Tuesday, the first time you can buy or sell the Company’s securities is the opening of the
market on Wednesday (assuming you are not aware of other material non-public information at that time). If, however, the Company announces earnings after trading begins
that Tuesday, the first time you can buy or sell securities in the Company is the opening of the market on Thursday.
Note that an open window period is a Company compliance requirement and does not constitute a legal right to trade in the Company’s securities. Accordingly, even
during open window periods, if you are in possession of material non-public information, you may not trade in the Company’s securities.
b.    Event-Specific Blackout Periods.
From time to time, the Company’s General Counsel may institute an event-specific blackout period (such as negotiation of mergers, acquisitions or dispositions,
investigation and assessment of cybersecurity incidents or new product developments) of any duration during which some or all Covered Persons either (i) may not buy
or sell the Company’s securities or (ii) may not buy or sell such securities without prior clearance. If an event-specific blackout period is instituted, the General Counsel
will notify all affected Covered Persons upon the commencement of the blackout period. Due to the confidential nature of the events that may trigger event-specific
blackout periods, the General Counsel may institute such a blackout period without disclosing the reason. Covered Persons subject to an event-specific blackout period
may not disclose the existence of the blackout period to any other person without the consent of the Company’s General Counsel. Regardless of whether an event-
specific blackout period is in effect, Covered Persons always remain subject to the prohibition set forth above against buying or selling the Company’s securities while in
possession of material nonpublic information about the Company. Covered Persons should contact the General Counsel prior to buying or selling the Company’s
securities if they are unsure whether they are in possession of material nonpublic information about the Company.
Directors and executive officers may also be subject to event-specific blackout periods pursuant to the SEC’s Regulation BTR (Blackout Trading Restriction),
which prohibits directors and officers from purchasing, selling or otherwise transferring any of the Company’s equity securities (other than an exempted security) during
pension plan blackout periods.
2.    Pre-Clearance and Notification Procedures for Directors and Officers
Because Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from buying,
selling, donating, or gifting the Company’s securities, even during a trading window under Part II, Section 1 above, without first pre-clearing all transactions in the Company’s
securities in accordance with the provisions below.

Subject to the exemptions identified in Part I, Section 8, Company Insiders and any person or entity through which such Company Insider beneficially owns
securities of the Company may not engage in any transaction in the Company’s securities (including the entry into a Rule 10b5-1 Plan, or any amendment of such plan) without
first obtaining pre-clearance in writing of the transaction by the Company’s General Counsel. When a request for pre-clearance is submitted, the requesting party should
carefully consider whether he or she may be aware of any material nonpublic information about the Company and should fully describe those circumstances to the General
Counsel. The General Counsel is under no obligation to clear a transaction submitted for pre-clearance, and clearance by the General Counsel shall neither constitute legal
advice nor relieve the Company Insider from his or her legal obligations. Unless revoked, a grant of permission will normally remain valid until the close of trading two
(2) business days following the date on which it was granted. If the transaction does not occur during the two-day period, pre- clearance of the transaction must be re-
requested.
In addition, in order to enable the Company to assist Company Insiders with making the required filings with the Securities and Exchange Commission (the “SEC”)
pursuant to Section 16(a) of the Exchange Act, Company Insiders are required to promptly, but in no event later than the same day, notify the Company’s General Counsel of the
completion of a pre-cleared transaction in the Company’s securities, including completed purchases and sales pursuant to pre- cleared Rule 10b5-1 Plans.
PART III
The Company will comply with all applicable laws and regulations when engaging in transactions in its securities.
1.    Transactions in Global Payments Securities by the Company
From time to time, the Company may engage in transactions in its own securities. It is the Company’s policy to comply with all applicable federal and state securities
laws (including obtaining approvals by the Board or appropriate committee thereof, if required) when engaging in transactions in the Company’s securities.
Additional Information and Interpretation
Please contact the Company’s General Counsel with any questions regarding the application of this Policy.

ANNEX A
TO THE
GLOBAL PAYMENTS INC.
INSIDER TRADING POLICY
•
Administrative or executive assistants to the Company’s Section 16 designated officers
•
Administrative or executive assistants to members of the Executive Leadership Team
•
All employees in the worldwide Legal Department
•
All employees in the corporate Marketing and Communications Department
•
All employees in the worldwide Finance and Treasury Department
•
All employees in the worldwide Accounting Department, including but not limited to, all direct reports of the Chief Accounting Officer, the Financial Reporting and
Control team, and all Controllers, worldwide.
•
All employees in the Internal Audit Department
•
All employees in the worldwide Tax Department
•
All employees in the Corporate Development Department
•
All employees in the Investor Relations Department

Exhibit 21.1
LIST OF SUBSIDIARIES
NAME
JURISDICTION OF ORGANIZATION
Active Network, LLC
Delaware
Cayan LLC
Delaware
Central Payment Co., LLC
Delaware
Centrum Elektronicznych Usług Płatniczych eService Sp. z.o.o. 
Poland
Comercia Global Payments Entidad de Pago, S.L.
Spain
Como America - UK Ltd
United Kingdom
EVO Merchant Services, LLC
Delaware
EVO Payments Mexico, S. DE R.L. DE C.V.
Mexico
EVO Payments UK Ltd.
United Kingdom
Global Payments Direct, Inc.
New York
Global Payments Europe s.r.o.
Czech Republic
Global Payments UK Financing Limited
United Kingdom
GPUK LLP
United Kingdom
Heartland Payment Systems, LLC
Delaware
Heartland Payroll Solutions, Inc.
Delaware
MineralTree, Inc.
Delaware
Netspend Holdings, Inc.
Delaware
Paylease LLC d/b/a Zego
Delaware
Total System Services LLC
Delaware
TouchNet Information Systems, Inc.
Kansas
TSYS Acquiring Solutions, LLC
Delaware
TSYS Card Tech Limited
United Kingdom
TSYS Merchant Solutions, LLC
Delaware
Xenial, Inc.
Delaware
 Centrum Elektronicznych Usług Płatniczych eService Sp. z.o.o. has a shareholder unrelated to Global Payments Inc. that owns a 34% noncontrolling interest.
 Comercia Global Payments Entidad de Pago, S.L. has a shareholder unrelated to Global Payments Inc. that owns a 20% noncontrolling interest.
* This list omits subsidiaries, which, considered in the aggregate as of the Company's most recently completed year, would not constitute a "significant subsidiary" as defined
in Rule 1-02(w) of Regulation S-X.
(1)
(2)
(1)
(2)

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-277289 and 333-266621 on Form S-3 and Registration Statement Nos. 333-270840, 333-
232545, 333-177026, 333-169436 and 333-53774 on Form S-8 of our reports dated February 14, 2025, relating to the consolidated financial statements of Global Payments Inc.
and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year
ended December 31, 2024.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 14, 2025

Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Cameron M. Bready his or her attorney-in-
fact and agent, with full power of substitution and resubstitution in any and all capacities, to sign the Annual Report on Form 10-K of Global Payments Inc. for the year ended
December 31, 2024, and any amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute or substitutes may do or cause to be done by virtue hereof.
/s/ M. Troy Woods
Chair of the Board
M. Troy Woods
/s/ Connie D. McDaniel
Director
Connie D. McDaniel
/s/ F. Thaddeus Arroyo
Director
F. Thaddeus Arroyo
/s/ Robert H.B. Baldwin, Jr.
Director
Robert H.B. Baldwin, Jr.
/s/ John G. Bruno
Director
John G. Bruno
/s/ Joia M. Johnson
Director
Joia M. Johnson
/s/ Ruth Ann Marshall
Director
Ruth Ann Marshall
/s/ Kirsten Kliphouse
Director
Kirsten Kliphouse
/s/ Joseph Osnoss
Director
Joseph Osnoss
/s/ William B. Plummer
Director
William B. Plummer
/s/ John T. Turner
Director
John T. Turner

Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cameron M. Bready, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Global Payments Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–
15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Cameron M. Bready
Date:
February 14, 2025
Cameron M. Bready
Chief Executive Officer
(Principal Executive Officer)
    

Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joshua J. Whipple, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Global Payments Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–
15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Joshua J. Whipple
Date:
February 14, 2025
Joshua J. Whipple
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Global Payments Inc. on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned, Cameron M. Bready and Joshua J. Whipple certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Global Payments Inc.
/s/ Cameron M. Bready
/s/ Joshua J. Whipple
Cameron M. Bready
Chief Executive Officer
(Principal Executive Officer)
Global Payments Inc.
Joshua J. Whipple
Chief Financial Officer
(Principal Financial Officer)
Global Payments Inc.
February 14, 2025
February 14, 2025
A signed original of this written statement required by Section 906 has been provided to Global Payments Inc. and will be retained by Global Payments Inc.
and furnished to the Securities and Exchange Commission upon request.