[10-Q] Global Payments, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
GPN鈥檚 Q2-25 results soften ahead of major portfolio reshuffle. Continuing-operations revenue slipped 0.7% YoY to $1.96 bn while operating income fell 10% to $427 mn as higher SG&A offset a modest cost-of-service decline. Net income attributable to Global Payments dropped 36% to $242 mn; diluted EPS fell to $0.99 from $1.47. For the first six months, revenue eased 1% to $3.77 bn and EPS declined 17% to $2.23. Operating cash flow, however, rose 3% to $1.37 bn, lifting cash to $2.61 bn.
Strategic re-positioning accelerates. Management reclassified the Issuer Solutions unit as discontinued operations, recording a $33 mn goodwill impairment. The unit will be divested to FIS for $7.5 bn cash plus FIS鈥檚 stake in Worldpay, executed concurrently with GPN鈥檚 planned $6.1 bn cash and 43.3 mn-share acquisition of Worldpay鈥攂oth targeted to close H1-26. Payroll Solutions was also moved to 鈥渉eld-for-sale鈥� ahead of a $1.1 bn sale to Acrisure expected in H2-25. Q2 share count fell 2.5% YoY after $680 mn of buybacks YTD; another $0.25/share dividend was declared.
- Balance sheet: total assets $48.5 bn; long-term debt $16.0 bn (net leverage 3.2脳), supported by a new $7.25 bn unsecured revolver and $6.2 bn bridge facility for Worldpay.
- FX translation gains swung other comprehensive income positive ($620 mn YTD).
- Guidance not provided; tax rate jumped to 38.1% in Q2 due to restructuring.
I risultati del secondo trimestre 2025 di GPN rallentano in vista di una importante riorganizzazione del portafoglio. I ricavi delle attivit脿 continuative sono scesi dello 0,7% su base annua, attestandosi a 1,96 miliardi di dollari, mentre il reddito operativo 猫 diminuito del 10% a 427 milioni di dollari, poich茅 l'aumento delle spese generali e amministrative ha compensato un lieve calo dei costi di servizio. L'utile netto attribuibile a Global Payments 猫 diminuito del 36% a 242 milioni di dollari; l'utile per azione diluito 猫 sceso da 1,47 a 0,99 dollari. Nei primi sei mesi, i ricavi sono calati dell'1% a 3,77 miliardi di dollari e l'utile per azione 猫 diminuito del 17% a 2,23 dollari. Tuttavia, il flusso di cassa operativo 猫 aumentato del 3% a 1,37 miliardi di dollari, portando la liquidit脿 a 2,61 miliardi di dollari.
Accelerazione del riposizionamento strategico. La direzione ha riclassificato l'unit脿 Issuer Solutions come attivit脿 cessate, registrando una svalutazione dell'avviamento di 33 milioni di dollari. L'unit脿 sar脿 ceduta a FIS per 7,5 miliardi di dollari in contanti pi霉 la partecipazione di FIS in Worldpay, operazione da eseguire contestualmente all'acquisizione pianificata da parte di GPN di Worldpay per 6,1 miliardi di dollari in contanti e 43,3 milioni di azioni, entrambe previste per il primo semestre 2026. Anche Payroll Solutions 猫 stata classificata come "disponibile per la vendita" in vista di una cessione da 1,1 miliardi di dollari ad Acrisure prevista per la seconda met脿 del 2025. Il numero di azioni nel secondo trimestre 猫 diminuito del 2,5% su base annua dopo riacquisti per 680 milioni di dollari da inizio anno; 猫 stato inoltre dichiarato un dividendo di 0,25 dollari per azione.
- Bilancio: attivit脿 totali pari a 48,5 miliardi di dollari; debito a lungo termine di 16,0 miliardi di dollari (leva netta 3,2脳), supportato da una nuova linea di credito revolving non garantita da 7,25 miliardi e da un finanziamento ponte da 6,2 miliardi per Worldpay.
- I guadagni da traduzione valutaria hanno portato il risultato complessivo positivo a 620 milioni di dollari da inizio anno.
- Non 猫 stata fornita una guidance; l'aliquota fiscale 猫 salita al 38,1% nel secondo trimestre a causa della ristrutturazione.
Los resultados del segundo trimestre de 2025 de GPN se suavizan antes de una importante reestructuraci贸n de cartera. Los ingresos de operaciones continuas cayeron un 0,7% interanual hasta 1,96 mil millones de d贸lares, mientras que el ingreso operativo disminuy贸 un 10% a 427 millones de d贸lares, ya que mayores gastos SG&A compensaron una leve disminuci贸n en el costo del servicio. El ingreso neto atribuible a Global Payments cay贸 un 36% a 242 millones de d贸lares; las ganancias diluidas por acci贸n bajaron de 1,47 a 0,99 d贸lares. En los primeros seis meses, los ingresos disminuyeron un 1% hasta 3,77 mil millones de d贸lares y las ganancias por acci贸n cayeron un 17% a 2,23 d贸lares. Sin embargo, el flujo de caja operativo aument贸 un 3% hasta 1,37 mil millones de d贸lares, elevando el efectivo a 2,61 mil millones de d贸lares.
Se acelera el reposicionamiento estrat茅gico. La direcci贸n reclasific贸 la unidad Issuer Solutions como operaciones discontinuadas, registrando una p茅rdida por deterioro de goodwill de 33 millones de d贸lares. La unidad ser谩 vendida a FIS por 7,5 mil millones de d贸lares en efectivo m谩s la participaci贸n de FIS en Worldpay, operaci贸n que se ejecutar谩 simult谩neamente con la adquisici贸n planeada por parte de GPN de Worldpay por 6,1 mil millones de d贸lares en efectivo y 43,3 millones de acciones, ambas previstas para el primer semestre de 2026. Payroll Solutions tambi茅n fue reclasificada como "disponible para la venta" antes de una venta de 1,1 mil millones de d贸lares a Acrisure esperada para la segunda mitad de 2025. El n煤mero de acciones en el segundo trimestre cay贸 un 2,5% interanual tras recompras por 680 millones de d贸lares en lo que va del a帽o; se declar贸 un dividendo adicional de 0,25 d贸lares por acci贸n.
- Balance: activos totales de 48,5 mil millones de d贸lares; deuda a largo plazo de 16,0 mil millones (apalancamiento neto 3,2脳), respaldada por una nueva l铆nea de cr茅dito revolvente no garantizada de 7,25 mil millones y una facilidad puente de 6,2 mil millones para Worldpay.
- Las ganancias por traducci贸n de divisas hicieron que el otro resultado integral fuera positivo (620 millones de d贸lares en lo que va del a帽o).
- No se proporcion贸 gu铆a; la tasa impositiva salt贸 al 38,1% en el segundo trimestre debido a la reestructuraci贸n.
GPN鞚� 2025雲� 2攵勱赴 鞁れ爜鞚� 欤检殧 韽姼韽措Μ鞓� 鞛幐鞚� 鞎炿憪瓿� 雼れ唽 霊旐檾霅橃棃鞀惦媹雼�. 歆�靻� 鞓侅梾 毵れ稖鞚� 鞝勲厔 雽�牍� 0.7% 臧愳唽頃� 19.6鞏� 雼煬毳� 旮半頄堨溂氅�, 鞓侅梾鞚挫澋鞚� 10% 頃橂澖頃� 4.27鞏� 雼煬搿�, 韺愲Г甏�毽箘 歃濌皜臧� 靹滊箘鞀� 牍勳毄鞚� 靻岉彮 臧愳唽毳� 靸侅噭頄堨姷雼堧嫟. Global Payments 攴�靻� 靾滌澊鞚奠潃 36% 臧愳唽頃� 2.42鞏� 雼煬鞓�瓿�, 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� 1.47雼煬鞐愳劀 0.99雼煬搿� 頃橂澖頄堨姷雼堧嫟. 靸侂皹旮� 毵れ稖鞚� 1% 臧愳唽頃� 37.7鞏� 雼煬, EPS電� 17% 臧愳唽頃� 2.23雼煬鞓�鞀惦媹雼�. 攴鸽煬雮� 鞓侅梾 順勱笀 頋愲鞚� 3% 歃濌皜頃� 13.7鞏� 雼煬搿� 順勱笀 氤挫湢鞎§潃 26.1鞏� 雼煬搿� 歃濌皜頄堨姷雼堧嫟.
鞝勲灥鞝� 鞛彫歆�靺旊嫕 臧�靻嶍檾. 瓴届榿歆勳潃 Issuer Solutions 攵�氍胳潉 欷戨嫧 鞓侅梾鞙茧 鞛秳毳橅晿氅� 3,300毵� 雼煬鞚� 鞓侅梾甓� 靻愳儊彀啇鞚� 旮半頄堨姷雼堧嫟. 鞚� 攵�氍胳潃 FIS鞐� 75鞏� 雼煬 順勱笀瓿� FIS鞚� Worldpay 歆�攵勳潉 韽暔頃� 臁瓣贝鞙茧 毵り皝霅� 鞓堨爼鞚措┌, GPN鞚� Worldpay 順勱笀 61鞏� 雼煬 氚� 4,330毵� 欤� 欤检嫕 鞚胳垬鞕� 霃欖嫓鞐� 2026雲� 靸侂皹旮� 鞕勲毳� 氇╉憸搿� 頃橁碃 鞛堨姷雼堧嫟. Payroll Solutions霃� 毵り皝 鞓堨爼鞙茧 "韺愲Г 欷�牍� 鞛愳偘"鞙茧 攵勲霅橃棃鞙茧┌, 11鞏� 雼煬 攴滊鞚� Acrisure 毵り皝鞚� 2025雲� 頃橂皹旮办棎 鞓堨儊霅╇媹雼�. 2攵勱赴 欤检嫕 靾橂姅 鞐瓣皠 旮办 2.5% 臧愳唽頄堨溂氅�, 鞐办磮攵�韯� 6.8鞏� 雼煬 攴滊鞚� 鞛愳偓欤� 毵れ瀰鞚� 鞛堨棃鞀惦媹雼�; 欤茧嫻 0.25雼煬鞚� 於旉皜 氚半嫻霃� 靹犾柛霅橃棃鞀惦媹雼�.
- 鞛靸來儨響�: 齑� 鞛愳偘 485鞏� 雼煬; 鞛リ赴 攵�毂� 160鞏� 雼煬(靾� 霠堧矂毽 3.2氚�), 鞁犼窚 72.5鞏� 雼煬 氍措嫶氤� 毽臣牍� 鞁犾毄瓿� Worldpay毳� 鞙勴暅 62鞏� 雼煬 敫岆歆� 雽�於滊 歆�鞗愲惃.
- 鞕疙櫂 頇橃偘 鞚挫澋鞙茧 旮绊儉 韽磩靻愳澋鞚� 頂岆煬鞀る 鞝勴櫂(鞐办磮 鞚错泟 6.2鞏� 雼煬).
- 臧�鞚措崢鞀る姅 鞝滉车霅橃 鞎婌晿鞙茧┌, 甑“臁办爼鞙茧 鞚疙暣 2攵勱赴 靹胳湪鞚� 38.1%搿� 靸侅姽頃�.
Les r茅sultats du deuxi猫me trimestre 2025 de GPN s鈥檃doucissent avant une importante r茅organisation du portefeuille. Le chiffre d鈥檃ffaires des activit茅s poursuivies a recul茅 de 0,7 % en glissement annuel pour atteindre 1,96 milliard de dollars, tandis que le r茅sultat op茅rationnel a chut茅 de 10 % 脿 427 millions de dollars, les frais g茅n茅raux et administratifs plus 茅lev茅s compensant une l茅g猫re baisse du co没t du service. Le r茅sultat net attribuable 脿 Global Payments a diminu茅 de 36 % 脿 242 millions de dollars; le BPA dilu茅 est pass茅 de 1,47 脿 0,99 dollar. Sur les six premiers mois, le chiffre d鈥檃ffaires a baiss茅 de 1 % 脿 3,77 milliards de dollars et le BPA a recul茅 de 17 % 脿 2,23 dollars. Toutefois, les flux de tr茅sorerie op茅rationnels ont augment茅 de 3 % 脿 1,37 milliard de dollars, portant la tr茅sorerie 脿 2,61 milliards de dollars.
Repositionnement strat茅gique acc茅l茅r茅. La direction a reclass茅 l鈥檜nit茅 Issuer Solutions en activit茅s abandonn茅es, enregistrant une d茅pr茅ciation de goodwill de 33 millions de dollars. L鈥檜nit茅 sera c茅d茅e 脿 FIS pour 7,5 milliards de dollars en num茅raire plus la participation de FIS dans Worldpay, op茅ration qui sera r茅alis茅e simultan茅ment avec l鈥檃cquisition pr茅vue par GPN de Worldpay pour 6,1 milliards de dollars en num茅raire et 43,3 millions d鈥檃ctions, les deux op茅rations devant 锚tre finalis茅es au premier semestre 2026. Payroll Solutions a 茅galement 茅t茅 plac茅e en 芦 actif d茅tenu en vue de la vente 禄 avant une cession de 1,1 milliard de dollars 脿 Acrisure attendue au second semestre 2025. Le nombre d鈥檃ctions au T2 a diminu茅 de 2,5 % en glissement annuel apr猫s des rachats pour 680 millions de dollars depuis le d茅but de l鈥檃nn茅e ; un dividende suppl茅mentaire de 0,25 dollar par action a 茅t茅 d茅clar茅.
- Bilan : total des actifs de 48,5 milliards de dollars ; dette 脿 long terme de 16,0 milliards (levier net de 3,2脳), soutenue par une nouvelle ligne de cr茅dit renouvelable non garantie de 7,25 milliards et une facilit茅 relais de 6,2 milliards pour Worldpay.
- Les gains de conversion de devises ont fait basculer le r茅sultat global autre en positif (620 millions depuis le d茅but de l鈥檃nn茅e).
- Aucune guidance fournie ; le taux d鈥檌mposition a grimp茅 脿 38,1 % au T2 en raison de la restructuration.
GPNs Ergebnisse f眉r das zweite Quartal 2025 schw盲chen sich vor einer gro脽en Portfolio-Umstrukturierung ab. Die Umsatzerl枚se aus fortgef眉hrten Gesch盲ftsbereichen sanken im Jahresvergleich um 0,7 % auf 1,96 Mrd. USD, w盲hrend das Betriebsergebnis um 10 % auf 427 Mio. USD fiel, da h枚here Vertriebs- und Verwaltungskosten einen moderaten R眉ckgang der Servicekosten ausglichen. Der auf Global Payments entfallende Nettogewinn sank um 36 % auf 242 Mio. USD; das verw盲sserte Ergebnis je Aktie fiel von 1,47 auf 0,99 USD. F眉r die ersten sechs Monate sanken die Ums盲tze um 1 % auf 3,77 Mrd. USD und das Ergebnis je Aktie ging um 17 % auf 2,23 USD zur眉ck. Der operative Cashflow stieg jedoch um 3 % auf 1,37 Mrd. USD, wodurch sich die liquiden Mittel auf 2,61 Mrd. USD erh枚hten.
Strategische Neuausrichtung beschleunigt sich. Das Management hat die Einheit Issuer Solutions als aufgegebene Gesch盲ftsbereiche umklassifiziert und eine Goodwill-Abschreibung von 33 Mio. USD verbucht. Die Einheit wird an FIS f眉r 7,5 Mrd. USD in bar sowie FIS鈥� Beteiligung an Worldpay ver盲u脽ert, die zeitgleich mit GPNs geplanter 脺bernahme von Worldpay f眉r 6,1 Mrd. USD in bar und 43,3 Mio. Aktien erfolgen soll 鈥� beide Transaktionen sind f眉r das erste Halbjahr 2026 geplant. Payroll Solutions wurde ebenfalls als 鈥瀦um Verkauf gehalten鈥� eingestuft, im Vorfeld eines Verkaufs f眉r 1,1 Mrd. USD an Acrisure, der im zweiten Halbjahr 2025 erwartet wird. Die Aktienanzahl sank im zweiten Quartal um 2,5 % im Jahresvergleich nach Aktienr眉ckk盲ufen in H枚he von 680 Mio. USD seit Jahresbeginn; zudem wurde eine weitere Dividende von 0,25 USD je Aktie angek眉ndigt.
- Bilanz: Gesamtverm枚gen 48,5 Mrd. USD; langfristige Verbindlichkeiten 16,0 Mrd. USD (Netto-Verschuldungsgrad 3,2脳), gest眉tzt durch eine neue unbesicherte revolvierende Kreditlinie von 7,25 Mrd. USD sowie eine 脺berbr眉ckungsfinanzierung von 6,2 Mrd. USD f眉r Worldpay.
- W盲hrungsumrechnungsgewinne f眉hrten zu einem positiven sonstigen Gesamtergebnis (620 Mio. USD seit Jahresbeginn).
- Keine Prognose abgegeben; die Steuerquote stieg im zweiten Quartal aufgrund der Umstrukturierung auf 38,1 %.
Positive
- None.
Negative
- None.
Insights
TL;DR: Earnings miss, but cash flow solid; transformative Worldpay/FIS swap could reshape growth profile.
Revenue contraction (-0.7% YoY) and EPS down one-third signal softer transaction volumes and higher spend ahead of integration work. Cost inflation in SG&A (+4.0%) compressed operating margin 190 bp to 21.8%. Tax restructuring lifted the effective rate to 38%, exaggerating the EPS decline. Yet OCF conversion remains healthy at 70% of EBIT and cash balance improved $255 mn. Debt decreased 3%, and the new 2030 revolver plus bridge commit derisk Worldpay funding. Divestiture of Issuer Solutions (low-growth, lower-margin) and sale of Payroll Solutions should refocus on core merchant tech and improve margin mix post-close. Near-term dilution from share issuance to GTCR and higher leverage (pro-forma ~4脳) are key watch points. Overall impact: neutral鈥攆undamentals weakened but strategic optionality increased.
TL;DR: Concurrent $13.6 bn Worldpay/FIS cash-swap is ambitious but structured to limit net cash outlay.
Global Payments will pay $6.1 bn cash and ~14% equity to GTCR for Worldpay while receiving $7.5 bn cash from FIS for Issuer Solutions plus FIS鈥檚 Worldpay stake. The simultaneous close simplifies execution risk and curtails net cash use. Bridge loan and upsized revolver provide liquidity until 2026 close; covenant headroom (3.75脳) is adequate today but tightens if EBITDA weakens further. Payroll divestiture adds $1.1 bn proceeds and a referral deal, aiding delevering. Anticipated synergies (not quantified) hinge on cross-selling merchant SaaS with Worldpay鈥檚 acquiring scale鈥攔egulatory approvals are main uncertainty. Impact rating: +1 medium-term, but near-term EPS dilution likely.
I risultati del secondo trimestre 2025 di GPN rallentano in vista di una importante riorganizzazione del portafoglio. I ricavi delle attivit脿 continuative sono scesi dello 0,7% su base annua, attestandosi a 1,96 miliardi di dollari, mentre il reddito operativo 猫 diminuito del 10% a 427 milioni di dollari, poich茅 l'aumento delle spese generali e amministrative ha compensato un lieve calo dei costi di servizio. L'utile netto attribuibile a Global Payments 猫 diminuito del 36% a 242 milioni di dollari; l'utile per azione diluito 猫 sceso da 1,47 a 0,99 dollari. Nei primi sei mesi, i ricavi sono calati dell'1% a 3,77 miliardi di dollari e l'utile per azione 猫 diminuito del 17% a 2,23 dollari. Tuttavia, il flusso di cassa operativo 猫 aumentato del 3% a 1,37 miliardi di dollari, portando la liquidit脿 a 2,61 miliardi di dollari.
Accelerazione del riposizionamento strategico. La direzione ha riclassificato l'unit脿 Issuer Solutions come attivit脿 cessate, registrando una svalutazione dell'avviamento di 33 milioni di dollari. L'unit脿 sar脿 ceduta a FIS per 7,5 miliardi di dollari in contanti pi霉 la partecipazione di FIS in Worldpay, operazione da eseguire contestualmente all'acquisizione pianificata da parte di GPN di Worldpay per 6,1 miliardi di dollari in contanti e 43,3 milioni di azioni, entrambe previste per il primo semestre 2026. Anche Payroll Solutions 猫 stata classificata come "disponibile per la vendita" in vista di una cessione da 1,1 miliardi di dollari ad Acrisure prevista per la seconda met脿 del 2025. Il numero di azioni nel secondo trimestre 猫 diminuito del 2,5% su base annua dopo riacquisti per 680 milioni di dollari da inizio anno; 猫 stato inoltre dichiarato un dividendo di 0,25 dollari per azione.
- Bilancio: attivit脿 totali pari a 48,5 miliardi di dollari; debito a lungo termine di 16,0 miliardi di dollari (leva netta 3,2脳), supportato da una nuova linea di credito revolving non garantita da 7,25 miliardi e da un finanziamento ponte da 6,2 miliardi per Worldpay.
- I guadagni da traduzione valutaria hanno portato il risultato complessivo positivo a 620 milioni di dollari da inizio anno.
- Non 猫 stata fornita una guidance; l'aliquota fiscale 猫 salita al 38,1% nel secondo trimestre a causa della ristrutturazione.
Los resultados del segundo trimestre de 2025 de GPN se suavizan antes de una importante reestructuraci贸n de cartera. Los ingresos de operaciones continuas cayeron un 0,7% interanual hasta 1,96 mil millones de d贸lares, mientras que el ingreso operativo disminuy贸 un 10% a 427 millones de d贸lares, ya que mayores gastos SG&A compensaron una leve disminuci贸n en el costo del servicio. El ingreso neto atribuible a Global Payments cay贸 un 36% a 242 millones de d贸lares; las ganancias diluidas por acci贸n bajaron de 1,47 a 0,99 d贸lares. En los primeros seis meses, los ingresos disminuyeron un 1% hasta 3,77 mil millones de d贸lares y las ganancias por acci贸n cayeron un 17% a 2,23 d贸lares. Sin embargo, el flujo de caja operativo aument贸 un 3% hasta 1,37 mil millones de d贸lares, elevando el efectivo a 2,61 mil millones de d贸lares.
Se acelera el reposicionamiento estrat茅gico. La direcci贸n reclasific贸 la unidad Issuer Solutions como operaciones discontinuadas, registrando una p茅rdida por deterioro de goodwill de 33 millones de d贸lares. La unidad ser谩 vendida a FIS por 7,5 mil millones de d贸lares en efectivo m谩s la participaci贸n de FIS en Worldpay, operaci贸n que se ejecutar谩 simult谩neamente con la adquisici贸n planeada por parte de GPN de Worldpay por 6,1 mil millones de d贸lares en efectivo y 43,3 millones de acciones, ambas previstas para el primer semestre de 2026. Payroll Solutions tambi茅n fue reclasificada como "disponible para la venta" antes de una venta de 1,1 mil millones de d贸lares a Acrisure esperada para la segunda mitad de 2025. El n煤mero de acciones en el segundo trimestre cay贸 un 2,5% interanual tras recompras por 680 millones de d贸lares en lo que va del a帽o; se declar贸 un dividendo adicional de 0,25 d贸lares por acci贸n.
- Balance: activos totales de 48,5 mil millones de d贸lares; deuda a largo plazo de 16,0 mil millones (apalancamiento neto 3,2脳), respaldada por una nueva l铆nea de cr茅dito revolvente no garantizada de 7,25 mil millones y una facilidad puente de 6,2 mil millones para Worldpay.
- Las ganancias por traducci贸n de divisas hicieron que el otro resultado integral fuera positivo (620 millones de d贸lares en lo que va del a帽o).
- No se proporcion贸 gu铆a; la tasa impositiva salt贸 al 38,1% en el segundo trimestre debido a la reestructuraci贸n.
GPN鞚� 2025雲� 2攵勱赴 鞁れ爜鞚� 欤检殧 韽姼韽措Μ鞓� 鞛幐鞚� 鞎炿憪瓿� 雼れ唽 霊旐檾霅橃棃鞀惦媹雼�. 歆�靻� 鞓侅梾 毵れ稖鞚� 鞝勲厔 雽�牍� 0.7% 臧愳唽頃� 19.6鞏� 雼煬毳� 旮半頄堨溂氅�, 鞓侅梾鞚挫澋鞚� 10% 頃橂澖頃� 4.27鞏� 雼煬搿�, 韺愲Г甏�毽箘 歃濌皜臧� 靹滊箘鞀� 牍勳毄鞚� 靻岉彮 臧愳唽毳� 靸侅噭頄堨姷雼堧嫟. Global Payments 攴�靻� 靾滌澊鞚奠潃 36% 臧愳唽頃� 2.42鞏� 雼煬鞓�瓿�, 頋劃 欤茧嫻靾滌澊鞚�(EPS)鞚� 1.47雼煬鞐愳劀 0.99雼煬搿� 頃橂澖頄堨姷雼堧嫟. 靸侂皹旮� 毵れ稖鞚� 1% 臧愳唽頃� 37.7鞏� 雼煬, EPS電� 17% 臧愳唽頃� 2.23雼煬鞓�鞀惦媹雼�. 攴鸽煬雮� 鞓侅梾 順勱笀 頋愲鞚� 3% 歃濌皜頃� 13.7鞏� 雼煬搿� 順勱笀 氤挫湢鞎§潃 26.1鞏� 雼煬搿� 歃濌皜頄堨姷雼堧嫟.
鞝勲灥鞝� 鞛彫歆�靺旊嫕 臧�靻嶍檾. 瓴届榿歆勳潃 Issuer Solutions 攵�氍胳潉 欷戨嫧 鞓侅梾鞙茧 鞛秳毳橅晿氅� 3,300毵� 雼煬鞚� 鞓侅梾甓� 靻愳儊彀啇鞚� 旮半頄堨姷雼堧嫟. 鞚� 攵�氍胳潃 FIS鞐� 75鞏� 雼煬 順勱笀瓿� FIS鞚� Worldpay 歆�攵勳潉 韽暔頃� 臁瓣贝鞙茧 毵り皝霅� 鞓堨爼鞚措┌, GPN鞚� Worldpay 順勱笀 61鞏� 雼煬 氚� 4,330毵� 欤� 欤检嫕 鞚胳垬鞕� 霃欖嫓鞐� 2026雲� 靸侂皹旮� 鞕勲毳� 氇╉憸搿� 頃橁碃 鞛堨姷雼堧嫟. Payroll Solutions霃� 毵り皝 鞓堨爼鞙茧 "韺愲Г 欷�牍� 鞛愳偘"鞙茧 攵勲霅橃棃鞙茧┌, 11鞏� 雼煬 攴滊鞚� Acrisure 毵り皝鞚� 2025雲� 頃橂皹旮办棎 鞓堨儊霅╇媹雼�. 2攵勱赴 欤检嫕 靾橂姅 鞐瓣皠 旮办 2.5% 臧愳唽頄堨溂氅�, 鞐办磮攵�韯� 6.8鞏� 雼煬 攴滊鞚� 鞛愳偓欤� 毵れ瀰鞚� 鞛堨棃鞀惦媹雼�; 欤茧嫻 0.25雼煬鞚� 於旉皜 氚半嫻霃� 靹犾柛霅橃棃鞀惦媹雼�.
- 鞛靸來儨響�: 齑� 鞛愳偘 485鞏� 雼煬; 鞛リ赴 攵�毂� 160鞏� 雼煬(靾� 霠堧矂毽 3.2氚�), 鞁犼窚 72.5鞏� 雼煬 氍措嫶氤� 毽臣牍� 鞁犾毄瓿� Worldpay毳� 鞙勴暅 62鞏� 雼煬 敫岆歆� 雽�於滊 歆�鞗愲惃.
- 鞕疙櫂 頇橃偘 鞚挫澋鞙茧 旮绊儉 韽磩靻愳澋鞚� 頂岆煬鞀る 鞝勴櫂(鞐办磮 鞚错泟 6.2鞏� 雼煬).
- 臧�鞚措崢鞀る姅 鞝滉车霅橃 鞎婌晿鞙茧┌, 甑“臁办爼鞙茧 鞚疙暣 2攵勱赴 靹胳湪鞚� 38.1%搿� 靸侅姽頃�.
Les r茅sultats du deuxi猫me trimestre 2025 de GPN s鈥檃doucissent avant une importante r茅organisation du portefeuille. Le chiffre d鈥檃ffaires des activit茅s poursuivies a recul茅 de 0,7 % en glissement annuel pour atteindre 1,96 milliard de dollars, tandis que le r茅sultat op茅rationnel a chut茅 de 10 % 脿 427 millions de dollars, les frais g茅n茅raux et administratifs plus 茅lev茅s compensant une l茅g猫re baisse du co没t du service. Le r茅sultat net attribuable 脿 Global Payments a diminu茅 de 36 % 脿 242 millions de dollars; le BPA dilu茅 est pass茅 de 1,47 脿 0,99 dollar. Sur les six premiers mois, le chiffre d鈥檃ffaires a baiss茅 de 1 % 脿 3,77 milliards de dollars et le BPA a recul茅 de 17 % 脿 2,23 dollars. Toutefois, les flux de tr茅sorerie op茅rationnels ont augment茅 de 3 % 脿 1,37 milliard de dollars, portant la tr茅sorerie 脿 2,61 milliards de dollars.
Repositionnement strat茅gique acc茅l茅r茅. La direction a reclass茅 l鈥檜nit茅 Issuer Solutions en activit茅s abandonn茅es, enregistrant une d茅pr茅ciation de goodwill de 33 millions de dollars. L鈥檜nit茅 sera c茅d茅e 脿 FIS pour 7,5 milliards de dollars en num茅raire plus la participation de FIS dans Worldpay, op茅ration qui sera r茅alis茅e simultan茅ment avec l鈥檃cquisition pr茅vue par GPN de Worldpay pour 6,1 milliards de dollars en num茅raire et 43,3 millions d鈥檃ctions, les deux op茅rations devant 锚tre finalis茅es au premier semestre 2026. Payroll Solutions a 茅galement 茅t茅 plac茅e en 芦 actif d茅tenu en vue de la vente 禄 avant une cession de 1,1 milliard de dollars 脿 Acrisure attendue au second semestre 2025. Le nombre d鈥檃ctions au T2 a diminu茅 de 2,5 % en glissement annuel apr猫s des rachats pour 680 millions de dollars depuis le d茅but de l鈥檃nn茅e ; un dividende suppl茅mentaire de 0,25 dollar par action a 茅t茅 d茅clar茅.
- Bilan : total des actifs de 48,5 milliards de dollars ; dette 脿 long terme de 16,0 milliards (levier net de 3,2脳), soutenue par une nouvelle ligne de cr茅dit renouvelable non garantie de 7,25 milliards et une facilit茅 relais de 6,2 milliards pour Worldpay.
- Les gains de conversion de devises ont fait basculer le r茅sultat global autre en positif (620 millions depuis le d茅but de l鈥檃nn茅e).
- Aucune guidance fournie ; le taux d鈥檌mposition a grimp茅 脿 38,1 % au T2 en raison de la restructuration.
GPNs Ergebnisse f眉r das zweite Quartal 2025 schw盲chen sich vor einer gro脽en Portfolio-Umstrukturierung ab. Die Umsatzerl枚se aus fortgef眉hrten Gesch盲ftsbereichen sanken im Jahresvergleich um 0,7 % auf 1,96 Mrd. USD, w盲hrend das Betriebsergebnis um 10 % auf 427 Mio. USD fiel, da h枚here Vertriebs- und Verwaltungskosten einen moderaten R眉ckgang der Servicekosten ausglichen. Der auf Global Payments entfallende Nettogewinn sank um 36 % auf 242 Mio. USD; das verw盲sserte Ergebnis je Aktie fiel von 1,47 auf 0,99 USD. F眉r die ersten sechs Monate sanken die Ums盲tze um 1 % auf 3,77 Mrd. USD und das Ergebnis je Aktie ging um 17 % auf 2,23 USD zur眉ck. Der operative Cashflow stieg jedoch um 3 % auf 1,37 Mrd. USD, wodurch sich die liquiden Mittel auf 2,61 Mrd. USD erh枚hten.
Strategische Neuausrichtung beschleunigt sich. Das Management hat die Einheit Issuer Solutions als aufgegebene Gesch盲ftsbereiche umklassifiziert und eine Goodwill-Abschreibung von 33 Mio. USD verbucht. Die Einheit wird an FIS f眉r 7,5 Mrd. USD in bar sowie FIS鈥� Beteiligung an Worldpay ver盲u脽ert, die zeitgleich mit GPNs geplanter 脺bernahme von Worldpay f眉r 6,1 Mrd. USD in bar und 43,3 Mio. Aktien erfolgen soll 鈥� beide Transaktionen sind f眉r das erste Halbjahr 2026 geplant. Payroll Solutions wurde ebenfalls als 鈥瀦um Verkauf gehalten鈥� eingestuft, im Vorfeld eines Verkaufs f眉r 1,1 Mrd. USD an Acrisure, der im zweiten Halbjahr 2025 erwartet wird. Die Aktienanzahl sank im zweiten Quartal um 2,5 % im Jahresvergleich nach Aktienr眉ckk盲ufen in H枚he von 680 Mio. USD seit Jahresbeginn; zudem wurde eine weitere Dividende von 0,25 USD je Aktie angek眉ndigt.
- Bilanz: Gesamtverm枚gen 48,5 Mrd. USD; langfristige Verbindlichkeiten 16,0 Mrd. USD (Netto-Verschuldungsgrad 3,2脳), gest眉tzt durch eine neue unbesicherte revolvierende Kreditlinie von 7,25 Mrd. USD sowie eine 脺berbr眉ckungsfinanzierung von 6,2 Mrd. USD f眉r Worldpay.
- W盲hrungsumrechnungsgewinne f眉hrten zu einem positiven sonstigen Gesamtergebnis (620 Mio. USD seit Jahresbeginn).
- Keine Prognose abgegeben; die Steuerquote stieg im zweiten Quartal aufgrund der Umstrukturierung auf 38,1 %.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended June 30, 2025
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 number: 001-16111
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (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 exchange on which registered | ||||||
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.
| ☑ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | ||||||||||||||||||
The number of shares of the issuer’s common stock, no par value, outstanding as of July 31, 2025 was 242,607,106 .
Table of Contents
GLOBAL PAYMENTS INC.
FORM 10-Q
For the quarterly period ended June 30, 2025
TABLE OF CONTENTS
| Page | |||||||||||
| PART I - FINANCIAL INFORMATION | |||||||||||
| ITEM 1. | Unaudited Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 | 3 | |||||||||
Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 | 5 | ||||||||||
Unaudited Consolidated Balance Sheets at June 30, 2025 and December 31, 2024 | 6 | ||||||||||
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 7 | ||||||||||
Unaudited Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2025 and 2024 | 8 | ||||||||||
Notes to Unaudited Consolidated Financial Statements | 10 | ||||||||||
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 10 | ||||||||||
Note 2 - Business Dispositions and Discontinued Operations | 12 | ||||||||||
Note 3 - Revenues | 14 | ||||||||||
Note 4 - Goodwill and Other Intangible Assets | 16 | ||||||||||
Note 5 - Long-term Debt and Lines of Credit | 17 | ||||||||||
Note 6 - Derivatives and Hedging Instruments | 20 | ||||||||||
Note 7 - Income Tax | 22 | ||||||||||
Note 8 - Redeemable Noncontrolling Interests | 22 | ||||||||||
Note 9 - Shareholders' Equity | 23 | ||||||||||
Note 10 - Share-based Awards and Stock Options | 23 | ||||||||||
Note 11 - Earnings per Share | 25 | ||||||||||
Note 12 - Supplemental Balance Sheet Information | 26 | ||||||||||
Note 13 - Accumulated Other Comprehensive Loss | 28 | ||||||||||
Note 14 - Segment Information | 29 | ||||||||||
Note 15 - Commitments and Contingencies | 30 | ||||||||||
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 | |||||||||
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 44 | |||||||||
| ITEM 4. | Controls and Procedures | 44 | |||||||||
| PART II - OTHER INFORMATION | |||||||||||
| ITEM 1. | Legal Proceedings | 45 | |||||||||
| ITEM 1A. | Risk Factors | 45 | |||||||||
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 46 | |||||||||
| ITEM 3. | Defaults Upon Senior Securities | 46 | |||||||||
| ITEM 4. | Mine Safety Disclosures | 46 | |||||||||
| ITEM 5. | Other Information | 46 | |||||||||
| ITEM 6. | Exhibits | 47 | |||||||||
Signatures | 48 | ||||||||||
2
Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1—FINANCIAL STATEMENTS
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| Three Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Revenues | $ | $ | |||||||||
| Operating expenses: | |||||||||||
| Cost of service | |||||||||||
| Selling, general and administrative | |||||||||||
| Gain on business disposition | ( | ||||||||||
| Operating income | |||||||||||
| Interest and other income | |||||||||||
| Interest and other expense | ( | ( | |||||||||
| ( | ( | ||||||||||
| Income from continuing operations before income taxes and equity in income of equity method investments | |||||||||||
| Income tax expense | |||||||||||
| Income from continuing operations before equity in income of equity method investments | |||||||||||
| Equity in income of equity method investments, net of tax | |||||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of tax | |||||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Global Payments | $ | $ | |||||||||
| Basic earnings per share attributable to Global Payments: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total basic earnings per share attributable to Global Payments | $ | $ | |||||||||
| Diluted earnings per share attributable to Global Payments: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total diluted earnings per share attributable to Global Payments | $ | $ | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
3
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Revenues | $ | $ | |||||||||
| Operating expenses: | |||||||||||
| Cost of service | |||||||||||
| Selling, general and administrative | |||||||||||
| Gain on business dispositions | ( | ||||||||||
| Operating income | |||||||||||
| Interest and other income | |||||||||||
| Interest and other expense | ( | ( | |||||||||
| ( | ( | ||||||||||
| Income from continuing operations before income taxes and equity in income of equity method investments | |||||||||||
| Income tax expense | |||||||||||
| Income from continuing operations before equity in income of equity method investments | |||||||||||
| Equity in income of equity method investments, net of tax | |||||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of tax | |||||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Global Payments | $ | $ | |||||||||
| Basic earnings per share attributable to Global Payments: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total basic earnings per share attributable to Global Payments | $ | $ | |||||||||
| Diluted earnings per share attributable to Global Payments: | |||||||||||
| Continuing operations | $ | $ | |||||||||
| Discontinued operations | |||||||||||
| Total diluted earnings per share attributable to Global Payments | $ | $ | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
4
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| Three Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Income tax benefit (expense) related to foreign currency translation adjustments | ( | ||||||||||
| Net unrealized gains (losses) on hedging activities | ( | ||||||||||
| Reclassification of net unrealized losses (gains) on hedging activities to interest expense | ( | ||||||||||
| Income tax benefit (expense) related to hedging activities | ( | ||||||||||
| Other, net of tax | ( | ||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | |||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||
| Comprehensive income attributable to Global Payments | $ | $ | |||||||||
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Income tax benefit (expense) related to foreign currency translation adjustments | ( | ||||||||||
| Net unrealized gains (losses) on hedging activities | ( | ||||||||||
| Reclassification of net unrealized losses (gains) on hedging activities to interest expense | ( | ||||||||||
| Income tax benefit (expense) related to hedging activities | ( | ||||||||||
| Other, net of tax | ( | ||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | |||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ||||||||||
| Comprehensive income attributable to Global Payments | $ | $ | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
5
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Settlement processing assets | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Deferred income taxes | |||||||||||
| Notes receivable | |||||||||||
| Other noncurrent assets | |||||||||||
| Noncurrent assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Settlement lines of credit | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Settlement processing obligations | |||||||||||
| Liabilities held for sale | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Noncurrent liabilities of discontinued operations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity: | |||||||||||
Preferred stock, no par value; | |||||||||||
Common stock, no par value; | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Global Payments shareholders’ equity | |||||||||||
| Nonredeemable noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
6
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of property and equipment | |||||||||||
| Amortization of acquired intangibles | |||||||||||
| Amortization of capitalized contract costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Provision for operating losses and credit losses | |||||||||||
| Noncash lease expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Paid-in-kind interest capitalized to principal of notes receivable | ( | ( | |||||||||
| Equity in income of equity method investments, net of tax | ( | ( | |||||||||
| Distributions received on investments | |||||||||||
| Impairment of goodwill | |||||||||||
| Gain on business disposition | ( | ||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities, net of the effects of business combinations: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Business combinations and other acquisitions, net of cash and restricted cash acquired | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Principal payment received on notes receivable | |||||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Changes in funds held for customers | ( | ( | |||||||||
| Changes in settlement processing assets and obligations, net | ( | ||||||||||
| Net borrowings from settlement lines of credit | |||||||||||
| Net borrowings (repayments) from commercial paper notes | ( | ||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Payments of debt issuance costs | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Proceeds from stock issued under share-based compensation plans | |||||||||||
| Common stock repurchased - share-based compensation plans | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Proceeds and contributions from noncontrolling interests | |||||||||||
| Payment of deferred and contingent consideration in business combination | ( | ||||||||||
| Purchase of capped calls related to issuance of convertible notes | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | $ | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
7
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
| Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Global Payments Shareholders’ Equity | Nonredeemable Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased - share-based compensation plans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Global Payments Shareholders’ Equity | Nonredeemable Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased - share-based compensation plans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements.
8
Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
| Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Global Payments Shareholders’ Equity | Nonredeemable Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased - share-based compensation plans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased - share-based compensation plans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of redeemable noncontrolling interest to nonredeemable noncontrolling interest | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Purchase of capped calls related to issuance of convertible notes, net of taxes of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See Notes to Unaudited Consolidated Financial Statements.
9
Table of Contents
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business, consolidation and presentation - We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world. Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.
On April 17, 2025, we entered into definitive agreements to acquire 100 % of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS. Worldpay is an industry leading payments technology and solutions company. Total estimated consideration expected to be paid to GTCR for its ownership interest in Worldpay consists of (1) approximately $6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock. Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $7.5 billion in cash and (2) FIS’ ownership interest in Worldpay. The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously and the transactions are expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions. Both transactions are subject to customary working capital and other adjustments. We will provide certain transition services to support the Issuer Solutions business upon divestiture.
The Company analyzed quantitative and qualitative factors relevant to the Issuer Solutions disposal group and determined that the accounting criteria to be classified as held for sale were met during the second quarter of 2025. In addition, the planned disposition represents a strategic shift that will have a major impact on the Company's operations and financial results. As a result, the operating results of the Issuer Solutions business have been reflected as discontinued operations for all periods presented. The assets and liabilities of the disposal group are presented separately on the consolidated balance sheets for all periods presented. Our consolidated statements of cash flows includes cash flows from discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the consolidated financial statements reflect only our continuing operations. Prior period information has been conformed to the current period presentation. Our Issuer Solutions business was historically presented as a reportable segment. For additional information related to the divestiture of Issuer Solutions, see "Note 2—Business Dispositions and Discontinued Operations."
These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. Investments in entities that we do not control are accounted for using the equity or cost method, based on whether or not we have the ability to exercise significant influence over operating and financial policies. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (adjusted for the effect of discontinued operations presentation) but does not include all disclosures required by GAAP for annual financial statements.
In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
10
Table of Contents
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported periods. Actual results could differ materially from those estimates. In particular, uncertainty resulting from global events and other macroeconomic conditions are difficult to predict, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses. These unaudited consolidated financial statements reflect the financial statement effects based upon management’s estimates and assumptions utilizing the most currently available information.
Change in presentation - During the first quarter of 2025, we elected to change our presentation of cash flows associated with "Changes in settlement processing assets and obligations, net" and "Changes in funds held for customers" from operating activities to financing activities within our consolidated statements of cash flows. The change has been applied retrospectively and the prior period has been conformed to the current period presentation. This change had no effect on our consolidated statements of income, consolidated statements of comprehensive income, consolidated balance sheets or consolidated statements of changes in equity.
The change in presentation resulted in an increase in net cash provided by operating activities and an increase in net cash used in financing activities of $185.2
SEC rule changes - On March 27, 2025, the SEC withdrew its litigation defense of its climate risk disclosure rules requiring disclosure of certain climate-related information and greenhouse gas emissions following a February 2025 stay of the implementation of the rules. It is uncertain whether the SEC will issue revised climate disclosure rules in future periods.
Recently issued accounting pronouncements not yet adopted
Accounting Standards Update ("ASU") 2024-03 - In November 2024, the Financing Accounting Standards Board ("FASB") issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements and related disclosures.
ASU 2023-09 - In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvement to Income Tax Disclosures," which is intended to enhance the transparency and decision usefulness of income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for annual periods beginning with our year ending December 31, 2025. The amendments should be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating how the enhanced disclosure requirements of ASU 2023-09 will affect our presentation, and we will include the incremental disclosures upon the effective date.
11
Table of Contents
NOTE 2—BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS
Discontinued Operations
As described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies," our Issuer Solutions business met the criteria to be classified as a held for sale disposal group and a discontinued operation in the second quarter of 2025.
The following table presents the major classes of line items constituting income from discontinued operations, net of tax, in our consolidated statements of income for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of service | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Impairment of goodwill | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||
| Interest and other expense | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Income from discontinued operations before income taxes and equity in income of equity method investments | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Income from discontinued operations before equity in income of equity method investments | |||||||||||||||||||||||
| Equity in income of equity method investments | |||||||||||||||||||||||
| Income from discontinued operations, net of tax | |||||||||||||||||||||||
| Income from discontinued operations attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Income from discontinued operations attributable to Global Payments | $ | $ | $ | $ | |||||||||||||||||||
In connection with the classification of our Issuer Solutions business as assets held for sale, we recognized a goodwill impairment charge of $33.2 million on the basis of a quantitative assessment and comparison of the fair value of the disposal group to its carrying amount. The estimated fair value used in the goodwill impairment assessment was considered a nonrecurring Level 3 measurement of the valuation hierarchy. The goodwill impairment charge is presented within income from discontinued operations, net of tax in our consolidated statements of income for the three and six months ended June 30, 2025.
12
Table of Contents
The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Noncurrent assets of discontinued operations | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Noncurrent liabilities of discontinued operations | |||||||||||
Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the six months ended June 30, 2025 and 2024. The following table presents selected items affecting the statements of cash flows:
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Depreciation and amortization of property and equipment | $ | $ | |||||||||
| Amortization of acquired intangibles | |||||||||||
| Goodwill impairment | |||||||||||
| Capital expenditures | |||||||||||
During the six months ended June 30, 2025, Issuer Solutions entered into an agreement to acquire software and related services, of which $37.5 million was financed utilizing a two-year vendor financing arrangement. In addition, during the six months ended June 30, 2025, Issuer Solutions recognized approximately $121.8 million of deferred income tax expense associated with our investment in subsidiaries of the disposal group expected to be divested in the transaction.
13
Table of Contents
Heartland Payroll Solutions, Inc.
In May 2025, we entered into a definitive agreement to divest Heartland Payroll Solutions, Inc. ("Payroll Solutions"), our payroll business included in our Merchant Solutions segment, to Acrisure, LLC ("Acrisure") for approximately $1.1 billion, subject to certain closing adjustments, including up to $75 million of contingent consideration upon the purchaser achieving certain specified returns. In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure in which we will continue delivering fully integrated human capital management and payroll offerings to our merchant customers as part of our suite of commerce enablement solutions. The transaction is expected to close in the second half of 2025, subject to regulatory approvals and other customary closing conditions, and result in a gain on sale of business.
Payroll Solutions met the criteria to be classified as a held for sale disposal group in the second quarter of 2025 and all assets of and liabilities of the have been reflected as assets held for sale and liabilities held for sale within our consolidated balance sheet of June 30, 2025. Assets presented as held for sale in the consolidated balance sheet as of June 30, 2025 include goodwill of $479.6 million, cash of $255.3 million and other assets of $170.5 million. Liabilities presented as held for sale in the consolidated balance sheet as of June 30, 2025 are principally accounts payable and accrued liabilities.
AdvancedMD, Inc.
NOTE 3—REVENUES
The following tables present a disaggregation of our revenues from contracts with customers by geography for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
We actively market and provide our payment services, software and other commerce enablement solutions directly to our customers and through a variety of partner distribution channels across three service lines: Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions. Our Point-of-Sale and Software Solutions business provides advanced payments technology that is integrated into point-of-sale systems and business management software solutions that we own. Our Integrated and Embedded Solutions business provides e-commerce solutions, advanced payments technology and commerce enablement solutions that is embedded into business management software solutions owned by our technology partners who operate in numerous vertical markets and countries. Our Core Payments Solutions business provides payments technology services and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve through our direct sales force worldwide, as well as referral partnerships and other wholesale relationships.
14
Table of Contents
The following table presents a disaggregation of our revenues by service line for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Point-of-Sale and Software Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Integrated and Embedded Solutions | |||||||||||||||||||||||
| Core Payments Solutions | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
ASC Topic 606, Revenues from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and six months ended June 30, 2025 and 2024, substantially all of our revenues were recognized over time.
Supplemental balance sheet information related to contracts from customers as of June 30, 2025 and December 31, 2024 was as follows:
| Balance Sheet Location | June 30, 2025 | December 31, 2024 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Assets: | |||||||||||||||||
Capitalized costs to obtain customer contracts, net | Other noncurrent assets | $ | $ | ||||||||||||||
Capitalized costs to fulfill customer contracts, net | Other noncurrent assets | ||||||||||||||||
| Liabilities: | |||||||||||||||||
| Contract liabilities, net (current) | Accounts payable and accrued liabilities | ||||||||||||||||
| Contract liabilities, net (noncurrent) | Other noncurrent liabilities | ||||||||||||||||
Net contract assets were not material at June 30, 2025 or December 31, 2024. Revenue recognized for the three months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $73.0 million and $69.6 million, respectively. Revenue recognized for the six months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $142.9 million and $124.7 million, respectively.
ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at June 30, 2025. However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. Accordingly, the total amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):
15
Table of Contents
| Year Ending December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total | $ | ||||
NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS
As of June 30, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Goodwill | $ | $ | |||||||||
| Other intangible assets: | |||||||||||
| Customer-related intangible assets | $ | $ | |||||||||
| Acquired technologies | |||||||||||
| Contract-based intangible assets | |||||||||||
| Trademarks and trade names | |||||||||||
| Less accumulated amortization: | |||||||||||
| Customer-related intangible assets | |||||||||||
| Acquired technologies | |||||||||||
| Contract-based intangible assets | |||||||||||
| Trademarks and trade names | |||||||||||
| $ | $ | ||||||||||
The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2025:
| Merchant Solutions | |||||
| (in thousands) | |||||
| Balance at December 31, 2024 | $ | ||||
| Goodwill acquired | |||||
| Effect of foreign currency translation | |||||
| Measurement period adjustments | |||||
Reclassification of goodwill to assets held for sale (1) | ( | ||||
| Balance at June 30, 2025 | $ | ||||
(1) Reflects the reclassification of goodwill in connection with the presentation of our Payroll Solutions business as held for sale. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
16
Table of Contents
NOTE 5—LONG-TERM DEBT AND LINES OF CREDIT
As of June 30, 2025 and December 31, 2024, long-term debt consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| $ | $ | ||||||||||
| Revolving credit facility | |||||||||||
| Commercial paper notes | |||||||||||
| Finance lease liabilities | |||||||||||
| Other borrowings | |||||||||||
| Total long-term debt | |||||||||||
| Less current portion | |||||||||||
| Long-term debt, excluding current portion | $ | $ | |||||||||
The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At June 30, 2025, the unamortized discount on senior notes and convertible notes was $35.1 million, and unamortized debt issuance costs on senior notes and convertible notes were $84.8 million. At December 31, 2024, the unamortized discount on senior notes and convertible notes was $38.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $92.8 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets in our consolidated balance sheets. At June 30, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $23.1 million and $13.4 million, respectively.
17
Table of Contents
At June 30, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
| Year Ending December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total | $ | ||||
Convertible Notes
We have $2.0 billion in aggregate principal amount of 1.500 % convertible unsecured senior notes due March 2031 that were issued in 2024 through a private placement. The net proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets. Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.
In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The economic effect of the capped call transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess of the principal amount of converted notes subject to a cap. The price of the capped call transactions was $228.90 per share. The capped call transactions met the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives. The cost of $256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity for the six months ended June 30, 2024, net of applicable income taxes.
We also have $1.5 billion in aggregate principal amount of 1.000 % convertible notes due August 2029 that were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners. Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively. The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase. The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur.
Revolving Credit Facility
On May 15, 2025, we entered into a credit agreement with a syndicate of financial institutions as lenders and agents. The credit agreement provides for an unsubordinated unsecured $7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $5.75 billion of commitments were made available on May 15, 2025 and (b) an additional $1.5 billion of commitments will be made available upon the closing of the proposed acquisition of Worldpay described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies." Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $7.5 billion. The Revolving Credit Facility matures in May 2030 and provides
18
Table of Contents
for up to two one-year maturity extensions. Borrowings under the Revolving Credit Facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions. We capitalized debt issuance costs of $12.9 million during the three and six months ended June 30, 2025 in connection with the issuances under the Revolving Credit Facility; the amount is presented in other noncurrent assets in our consolidated balance sheet.
The Revolving Credit Facility replaced our previous unsubordinated unsecured $5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027. In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement. The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility will be available to be made in U.S. dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option. Borrowings under the Revolving Credit Facility will bear interest, at our option, at a rate equal to (i) for secured overnight financing rate based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00 % floor) or an alternative currency term rate (subject to a 0.00 % floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00 % floor) or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00 % floor), in each case, plus an applicable margin. The applicable margin for borrowings other than base rate borrowings will range from 1.000 % to 1.750 % depending on our credit rating and is initially 1.375 %.
We may issue standby letters of credit of up to $500 million in the aggregate under the Revolving Credit Facility. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. The amounts available to borrow under the Revolving Credit Facility are also determined by a financial leverage covenant. As of June 30, 2025, there were borrowings of $1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.7 %, and the total available commitments under the Revolving Credit Facility were $2.9 billion.
Committed Bridge Financing
On April 17, 2025, in connection with our entry into the definitive agreement to acquire Worldpay, we obtained $7.7 billion in committed bridge financing, which was subsequently reduced to $6.2 billion on May 15, 2025 in connection with the entry into the Revolving Credit Facility. We capitalized debt issuance costs of $28.5 million during the three and six months ended June 30, 2025 in connection with the establishment of the committed bridge financing; the unamortized amount is presented in prepaid expenses and other current assets in our consolidated balance sheet.
Commercial Paper
We have a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue. Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.
As of June 30, 2025, we had net borrowings under our commercial paper program of $798.1 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.0 %. The commercial paper program is backstopped by our credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our Revolving Credit Facility. As such, we could draw on the Revolving Credit Facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.
Fair Value of Long-Term Debt
As of June 30, 2025, our senior notes had a total carrying amount of $10.2 billion and an estimated fair value of $9.8 billion. As of June 30, 2025, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $2.0 billion and an
19
Table of Contents
estimated fair value of $1.8 billion. The estimated fair values of our senior notes and 1.500 % convertible senior notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.
As of June 30, 2025, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $1.5 billion and an estimated fair value of $1.4 billion. The estimated fair value of our 1.000 % convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.
The fair value of other long-term debt approximated its carrying amount at June 30, 2025.
Compliance with Covenants
The convertible notes include customary covenants and events of default for convertible notes of this type. The Revolving Credit Facility agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default. As of June 30, 2025, the required leverage ratio was 3.75 to 1.00. We were in compliance with all applicable covenants as of June 30, 2025.
Interest Expense
Interest expense was $151.1 million and $151.0 million for the three months ended June 30, 2025 and 2024, respectively, and $295.5 million and $308.7 million for the six months ended June 30, 2025 and 2024, respectively.
NOTE 6—DERIVATIVES AND HEDGING INSTRUMENTS
Net Investment Hedge
We have designated our aggregate €800 million Euro-denominated 4.875 % senior notes due March 2031 as a hedge of our net investment in our Euro-denominated operations. The purpose of the net investment hedge is to reduce the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates.
Investments in foreign operations with functional currencies other than the reporting currency are subject to foreign currency risk as the assets and liabilities of these subsidiaries are translated into the reporting currency at the period-end rate of exchange with the resulting foreign currency translation adjustment presented as a component of other comprehensive income (loss) and included in accumulated other comprehensive loss within equity in our consolidated balance sheets. Under net investment hedge accounting, the foreign currency remeasurement gains and losses associated with our Euro-denominated senior notes are presented within the same components of other comprehensive income (loss) and accumulated other comprehensive loss, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.
We recognized a gain (loss) on the net investment hedge of $(81.3 ) million and $6.1 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended June 30, 2025 and 2024, respectively, and $(90.7 ) million and $(0.9 ) million during the six months ended June 30, 2025 and 2024, respectively.
Interest Rate Swaps
We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recognized as components of other comprehensive income (loss). The fair values of our interest rate swaps are determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments are classified within Level 2 of the fair value hierarchy.
20
Table of Contents
The table below presents information about our interest rate swaps, designated as cash flow hedges, included in our consolidated balance sheets:
| Fair Values | ||||||||||||||||||||||||||||||||
| Derivative Financial Instruments | Balance Sheet Location | Weighted-Average Fixed Rate of Interest at June 30, 2025 | Range of Maturity Dates at June 30, 2025 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
Interest rate swaps (Notional of $ | Other noncurrent liabilities | April 17, 2027 - August 17, 2027 | $ | $ | ||||||||||||||||||||||||||||
The table below presents the effects of our interest rate swaps on our consolidated statements of income and statements of comprehensive income for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net unrealized gains (losses) recognized in other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense | $ | ( | $ | $ | ( | $ | |||||||||||||||||
As of June 30, 2025, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $10.7 million.
Treasury Locks
In June 2025, we entered into $1.5 billion in notional treasury lock derivative instruments to hedge interest rate risk in anticipation of our future issuance of fixed rate notes. Each of these treasury locks was designated as a cash flow hedge of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value are recognized as a component of other comprehensive income (loss). The fair value of the treasury locks is determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments are classified within Level 2 of the fair value hierarchy.
The table below presents information about the treasury locks included in our consolidated balance sheets:
| Fair Value | ||||||||||||||||||||||||||
| Derivative Financial Instruments | Balance Sheet Location | Weighted-Average Fixed Rate of Interest at June 30, 2025 | Maturity Date at June 30, 2025 | June 30, 2025 | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
Treasury locks (Notional of $ | Other noncurrent liabilities | March 31, 2026 | $ | |||||||||||||||||||||||
21
Table of Contents
The table below presents the effects of our treasury locks on our consolidated statements of comprehensive income:
| Three Months Ended | Six Months Ended | ||||||||||
| June 30, 2025 | June 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Net unrealized losses recognized in other comprehensive income (loss) | $ | ( | $ | ( | |||||||
NOTE 7—INCOME TAX
For the three and six months ended June 30, 2025, our effective income tax rates of 38.1 % and 28.1 %, respectively, differed from the U.S. statutory rate primarily as a result of deferred tax expense associated with legal entity restructuring in connection with the sale of our Issuer Solutions business, net of tax benefits from tax credits and foreign interest income not subject to tax.
For the three and six months ended June 30, 2024, our effective income tax rates of 17.9 % and 11.9 %, respectively, differed favorably from the U.S. statutory rate primarily as a result of tax credits and foreign interest income not subject to tax. Our effective income tax rate for the six months ended June 30, 2024 also included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.
NOTE 8—REDEEMABLE NONCONTROLLING INTERESTS
The portions of equity in certain of our consolidated subsidiaries that are not attributable, directly or indirectly, to us, are redeemable upon the occurrence of an event that is not solely within our control.
We hold a 51 % controlling interest in our subsidiary in Germany. Under the shareholder agreement, the minority shareholder has the option to compel us to purchase their shares at fair market value upon the occurrence of a specific change in control event. As of June 30, 2025, the option is not considered probable of becoming redeemable. We also own 51 % of our subsidiary in Greece and 50.1 % of our subsidiary in Chile. Under the respective shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under certain circumstances for our subsidiary in Greece, at a price determined by calculations stipulated in the shareholder agreement. The options have no expiration date.
Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheets. The redeemable noncontrolling interest for each subsidiary is reflected at the higher of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price.
The option held by the minority shareholder in Greece, which is redeemable at a price other than fair value, is considered probable of becoming redeemable on December 8, 2025. In determining the measurement method of redemption price, we have elected to accrete changes in the redemption price over the period from the date of issuance to the earliest redemption date of the instrument using the effective interest method, applied prospectively. Redemption price adjustments recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $(9.3 ) million and $3.0 million for the three months ended June 30, 2025 and 2024, respectively, and $(10.6 ) million and $4.5 million for the six months ended June 30, 2025 and 2024, respectively.
In addition, we own 66 % of our subsidiary in Poland. The redemption option held by the minority shareholder in Poland expired on January 1, 2024, and the redeemable noncontrolling interest was reclassified to nonredeemable noncontrolling interest in our consolidated balance sheet as of January 1, 2024.
22
Table of Contents
NOTE 9—SHAREHOLDERS’ EQUITY
We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the three months ended June 30, 2025 and 2024, we repurchased and retired 3,043,484 and 910,980 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $231.4 million and $100.9 million, or $76.02 and $110.73 per share, respectively. During the six months ended June 30, 2025 and 2024, we repurchased and retired 7,261,834 and 6,972,979 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $680.4 million and $909.2 million, or $93.70 and $130.39 per share, respectively. The share repurchase activity for the six months ended June 30, 2025 included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. The share repurchase activity for the six months ended June 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $130.80 per share. As of June 30, 2025, the remaining amount available under our share repurchase program was $1,176.5 million.
On July 30, 2025, our board of directors declared a dividend of $0.25 per share payable on September 26, 2025 to common shareholders of record as of September 12, 2025.
NOTE 10—SHARE-BASED AWARDS AND STOCK OPTIONS
The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Share-based compensation expense from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation expense from discontinued operations | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Total income tax benefit | $ | $ | $ | $ | |||||||||||||||||||
23
Table of Contents
The following discussion of our share-based compensation awards includes awards related to continuing and discontinued operations.
Share-Based Awards
The following table summarizes the changes in unvested restricted stock and performance awards for the six months ended June 30, 2025:
| Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| Unvested at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at June 30, 2025 | $ | ||||||||||
The total fair value of restricted stock and performance awards vested during the six months ended June 30, 2025 and 2024 was $136.1 million and $137.5 million, respectively.
For restricted stock and performance awards, we recognized compensation expense of $36.8 million and $40.6 million during the three months ended June 30, 2025 and 2024, respectively, and $72.7 million and $76.2 million during the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $204.3 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.
Stock Options
The following table summarizes stock option activity for the six months ended June 30, 2025:
| Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| (in thousands) | (years) | (in millions) | |||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Outstanding at June 30, 2025 | $ | $ | |||||||||||||||||||||
| Options vested and exercisable at June 30, 2025 | $ | $ | |||||||||||||||||||||
We recognized compensation expense for stock options of $1.9 million and $1.3 million during the three months ended June 30, 2025 and 2024, respectively, and $4.4 million and $4.2 million during the six months ended June 30, 2025 and 2024, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $1.2 million and $14.6 million, respectively. As of June 30, 2025, we had $12.3 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.9 years.
24
Table of Contents
The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $43.20 and $54.42 , respectively. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Risk-free interest rate | |||||||||||
| Expected volatility | |||||||||||
| Dividend yield | |||||||||||
| Expected term in years | |||||||||||
The risk-free interest rate was based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility was based on our historical volatility. The dividend yield assumption was determined using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options.
NOTE 11—EARNINGS PER SHARE
Basic earnings per share ("EPS") was computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders is the same as reported net income attributable to Global Payments for all periods presented.
Diluted EPS is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS. All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS. The dilutive share base for the three and six months ended June 30, 2025 excluded approximately 0.9 0.7
The effect of the potential shares needed to settle the conversion spread on our convertible notes is included in diluted EPS if the effect is dilutive. The effect depends on the market share price of our common stock at the time of conversion and would be dilutive if the average market share price of our common stock for the period exceeds the conversion price. For the three and six months ended June 30, 2025, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive. Further, the effect of the related capped call transactions is not included in the computation of diluted EPS as it is always anti-dilutive.
25
Table of Contents
The following table sets forth the computations of basic and diluted EPS for continuing and discontinued operations for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| Income from continuing operations attributable to Global Payments | $ | $ | $ | $ | |||||||||||||||||||
| Income from discontinued operations attributable to Global Payments | |||||||||||||||||||||||
| Net income attributable to Global Payments | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average number of shares outstanding | |||||||||||||||||||||||
| Plus: Dilutive effect of stock options and other share-based awards | |||||||||||||||||||||||
| Diluted weighted-average number of shares outstanding | |||||||||||||||||||||||
| Basic earnings per share attributable to Global Payments: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
| Total basic earnings per share attributable to Global Payments | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share attributable to Global Payments: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | |||||||||||||||||||||||
| Total diluted earnings per share attributable to Global Payments | $ | $ | $ | $ | |||||||||||||||||||
NOTE 12—SUPPLEMENTAL BALANCE SHEET INFORMATION
Cash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand and all liquid investments with a maturity of three months or less when purchased. We regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S. As of June 30, 2025, approximately 75 % of our cash and cash equivalents (inclusive of discontinued operations and held for sale) was held within a small group of financial institutions, primarily large money center banks. Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so. We have not experienced any losses associated with our balances in such accounts for the three and six months ended June 30, 2025 and 2024.
Restricted cash includes amounts that cannot be withdrawn or used for general operating activities under legal or regulatory restrictions. Restricted cash consists of amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use. Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets with a corresponding liability in accounts payable and accrued liabilities.
26
Table of Contents
A reconciliation of the amounts of cash and cash equivalents and restricted cash in our consolidated balance sheets to the amount in our consolidated statements of cash flows is as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
Cash and cash equivalents of continuing operations | $ | $ | |||||||||
Restricted cash of continuing operations | |||||||||||
| Cash included in assets held for sale | |||||||||||
| Cash, cash equivalents and restricted cash of discontinued operations | |||||||||||
| Cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | $ | |||||||||
Notes Receivable and Allowance for Credit Losses
In connection with the sale of our consumer business in April 2023, we provided seller financing consisting of a first lien seven-year secured term loan facility with an aggregate principal amount of $350 million bearing interest at a fixed annual rate of 9.0 % and a second lien twenty-five year secured term loan facility with an aggregate principal amount of $325 million bearing interest at a fixed annual rate of 13.0 %.
In connection with the sale of our gaming business in April 2023, we provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $32 million bearing interest at a fixed annual rate of 11.0 %.
We recognized interest income of $24.2 million and $47.7 million on the notes during the three and six months ended June 30, 2025, respectively, and $22.1 million and $43.6 million during the three and six months ended June 30, 2024, respectively, as a component of interest and other income in our consolidated statements of income.
As of June 30, 2025 and December 31, 2024, there was an aggregate principal amount of $841.0 million and $810.2 million, respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses of $15.2 842.8 million and $809.3 million as of June 30, 2025 and December 31, 2024, respectively. The estimated fair value of notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the fair value hierarchy.
27
Table of Contents
NOTE 13—ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and six months ended June 30, 2025 and 2024:
| Foreign Currency Translation Gains (Losses) | Net Unrealized Gains (Losses) on Hedging Activities | Other | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance at March 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $67.6 million and $(7.1 ) million for the three months ended June 30, 2025 and 2024, respectively.
| Foreign Currency Translation Gains (Losses) | Net Unrealized Gains (Losses) on Hedging Activities | Other | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance at December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $111.2 million and $(30.2 ) million for the six months ended June 30, 2025 and 2024, respectively.
28
Table of Contents
NOTE 14—SEGMENT INFORMATION
Beginning in the second quarter of 2025, we report the results of our Issuer Solutions business as discontinued operations and therefore, no longer present Issuer Solutions as a reportable segment. Segment information presented below is based on our Merchant Solutions reportable segment. See "Note 2—Business Dispositions and Discontinued Operations" for further discussion regarding the divestiture of our Issuer Solutions business.
Our segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including resource allocations and performance assessments. Our Chief Executive Officer is the chief operating decision maker ("CODM"). We evaluate performance and allocate resources based on the operating income of each operating segment. The CODM uses segment operating income in the annual budget and forecasting process, and considers budget-to-actual and forecast-to-actual variances on a monthly, quarterly and annual basis. The operating income of our operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Corporate. Impairment of goodwill and gains or losses on business dispositions are not included in determining segment operating income. Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments are not allocated to the individual segments. The CODM does not evaluate the performance of or allocate resources to our operating segment using asset data. The accounting policies of the reportable operating segment are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."
Information on our Merchant Solutions segment, including significant segment expenses, and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Revenues(1) | $ | $ | $ | $ | |||||||||||||||||||
Operating expenses(1): | |||||||||||||||||||||||
| Merchant Solutions: | |||||||||||||||||||||||
| Cost of service | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total Merchant Solutions expenses | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
Operating income (loss)(1): | |||||||||||||||||||||||
| Merchant Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| Gain on business disposition | |||||||||||||||||||||||
| Consolidated operating income | $ | $ | $ | $ | |||||||||||||||||||
Depreciation and amortization(1): | |||||||||||||||||||||||
| Merchant Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenues, operating expenses, operating income and depreciation and amortization reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
29
Table of Contents
Operating income and operating expenses included acquisition and transformation expenses of $133.7 million and $53.6 million for the three months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses. During the six months ended June 30, 2025 and 2024, operating income included acquisition and transformation expenses of $228.3 million and $131.4 million, respectively, which were primarily included within Corporate selling, general and administrative expenses.
NOTE 15—COMMITMENTS AND CONTINGENCIES
Legal Matters
We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows.
30
Table of Contents
ITEM 2—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 our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.
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 also furthered our business strategy through the following key transactions:
•On April 17, 2025, we entered into definitive agreements to acquire 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS. Worldpay is an industry leading payments technology and solutions company. Total estimated consideration expected to be paid to GTCR for an ownership interest in Worldpay consists of (1) approximately $6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock. Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $7.5 billion in cash and (2) FIS’ ownership interest in Worldpay as described above. Our Issuer Solutions business met the criteria to be classified as a discontinued operation in the second quarter of 2025, as the ultimate divestiture represents a strategic shift that will have a major effect on our operations and financial results. Accordingly, all results of the Issuer Solutions business have been presented as discontinued operations in our consolidated statements of income for the three and six months ended June 30, 2025 and 2024.
•The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously. In connection with the agreements, we initially obtained $7.7 billion in committed bridge financing. Upon the effectiveness of the revolving credit agreement entered into on May 15, 2025 as described in "Note 5—Long-Term Debt and Lines of Credit," we reduced the commitments related to the bridge financing to $6.2 billion. Both transactions are expected to close in the first half of 2026.
•In May 2025, we entered into a definitive agreement to divest Heartland Payroll Solutions, Inc., our payroll business included in our Merchant Solutions segment, to Acrisure, LLC for approximately $1.1 billion, including up to $75 million of contingent consideration subject to certain closing adjustments. The transaction is expected to close in the second half of 2025.
31
Table of Contents
Highlights related to our results of continuing operations for the three and six months ended June 30, 2025 include the following:
•Consolidated revenues were essentially flat at $1,956.7 million and $3,765.4 million, respectively, compared to $1,971.0 million and $3,805.1 million for the three and six months ended June 30, 2025 and 2024, respectively.
•Merchant Solutions segment operating income and operating margin for the three and six months ended June 30, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities.
•Consolidated operating income for the three and six months ended June 30, 2025 decreased due to an increase in expenses related to business transformation activities, partially offset by the favorable effects of cost reduction initiatives and a reduction in acquisition and integration expenses.
Strategy and Business Transformation
In 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance. We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.
These strategic, organizational and operational transformation activities are expected to continue over the next few years. As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation through early 2027, including but not limited to changes to the recoverability of assets and our estimates of remaining useful lives. We continue to assess 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 $650 million of annual run-rate operating income benefit by the first half of 2027.
Macroeconomic Effects and Other Global Conditions
We are exposed to general economic conditions, including the effects of currency fluctuations, inflation, rising interest rates, tariff increases, global trade relations, international tensions, higher rates of unemployment, and other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance. When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses. We may also experience the effects of heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action. We recognize the uncertainty of the macroeconomic environment and cannot predict what impacts the current uncertainty or any developments will have on the economy and our customers.
Certain of our operations are conducted in foreign currencies. 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.
32
Table of Contents
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 impair 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 in our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings we make with the SEC, including this Quarterly Report on Form 10-Q, and the section entitled "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.
Results of Operations
Beginning in the second quarter of 2025, we present the historical operations of our Issuer Solutions reportable segment as discontinued operations. Accordingly, our continuing operations consists of our Merchant Solutions business and corporate functions.
See “Note 2—Business Dispositions and Discontinued Operations” in the notes to the accompanying unaudited consolidated financial statements for further information.
33
Table of Contents
Continuing Operations
The following table sets forth key selected financial data for the three months ended June 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount. The income statement data for the three months ended June 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.
| Three Months Ended June 30, 2025 | % of Revenue(1) | Three Months Ended June 30, 2024 | % of Revenue(1) | Change | % Change | ||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | |||||||||||||||||||||||||||||||||||
Revenues(2) | $ | 1,956,747 | 100.0 | % | $ | 1,971,025 | 100.0 | % | $ | (14,278) | (0.7) | % | |||||||||||||||||||||||
Operating expenses(2): | |||||||||||||||||||||||||||||||||||
| Cost of service | $ | 498,788 | 25.5 | % | $ | 504,462 | 25.6 | % | $ | (5,674) | (1.1) | % | |||||||||||||||||||||||
| Selling, general and administrative: | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | $ | 741,028 | $ | 794,038 | $ | (53,010) | (6.7) | % | |||||||||||||||||||||||||||
| Corporate | 289,992 | 197,137 | 92,855 | 47.1 | % | ||||||||||||||||||||||||||||||
| Consolidated selling, general and administrative | $ | 1,031,020 | 52.7 | % | $ | 991,175 | 50.3 | % | $ | 39,845 | 4.0 | % | |||||||||||||||||||||||
| Gain on business disposition | (267) | — | (267) | NM | |||||||||||||||||||||||||||||||
| Consolidated operating expenses | $ | 1,529,541 | 78.2 | % | $ | 1,495,637 | 75.9 | % | $ | 33,904 | 2.3 | % | |||||||||||||||||||||||
Operating income (loss)(2): | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | $ | 716,931 | $ | 672,525 | $ | 44,406 | 6.6 | % | |||||||||||||||||||||||||||
| Corporate | (289,992) | (197,137) | (92,855) | 47.1 | % | ||||||||||||||||||||||||||||||
| Gain on business disposition | 267 | — | 267 | NM | |||||||||||||||||||||||||||||||
| Consolidated operating income | $ | 427,206 | 21.8 | % | $ | 475,388 | 24.1 | % | $ | (48,182) | (10.1) | % | |||||||||||||||||||||||
Operating margin(2): | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | 36.6 | % | 34.1 | % | 2.5 | % | |||||||||||||||||||||||||||||
NM = Not meaningful
(1) Percentage amounts may not sum to the total due to rounding.
(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
Operating income included acquisition and transformation expenses of $133.7 million and $53.6 million for the three months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.
34
Table of Contents
The following table sets forth key selected financial data for the six months ended June 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount. The income statement data for the six months ended June 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.
| Six Months Ended June 30, 2025 | % of Revenue(1) | Six Months Ended June 30, 2024 | % of Revenue(1) | Change | % Change | ||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | |||||||||||||||||||||||||||||||||||
Revenues(2) | $ | 3,765,434 | 100.0 | % | $ | 3,805,119 | 100.0 | % | $ | (39,685) | (1.0) | % | |||||||||||||||||||||||
Operating expenses(2): | |||||||||||||||||||||||||||||||||||
| Cost of service | $ | 987,653 | 26.2 | % | $ | 1,003,516 | 26.4 | % | $ | (15,863) | (1.6) | % | |||||||||||||||||||||||
| Selling, general and administrative: | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | $ | 1,446,748 | $ | 1,548,641 | $ | (101,893) | (6.6) | % | |||||||||||||||||||||||||||
| Corporate | 527,991 | 417,983 | 110,008 | 26.3 | % | ||||||||||||||||||||||||||||||
| Consolidated selling, general and administrative | $ | 1,974,739 | 52.4 | % | $ | 1,966,624 | 51.7 | % | $ | 8,115 | 0.4 | % | |||||||||||||||||||||||
| Gain on business disposition | (4,260) | — | (4,260) | NM | |||||||||||||||||||||||||||||||
| Consolidated operating expenses | $ | 2,958,132 | 78.6 | % | $ | 2,970,140 | 78.1 | % | $ | (12,008) | (0.4) | % | |||||||||||||||||||||||
Operating income (loss)(2): | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | 1,331,033 | $ | 1,252,962 | $ | 78,071 | 6.2 | % | ||||||||||||||||||||||||||||
| Corporate | (527,991) | (417,983) | (110,008) | 26.3 | % | ||||||||||||||||||||||||||||||
| Gain on business disposition | 4,260 | — | 4,260 | NM | |||||||||||||||||||||||||||||||
| Consolidated operating income | $ | 807,302 | 21.4 | % | $ | 834,979 | 21.9 | % | $ | (27,677) | (3.3) | % | |||||||||||||||||||||||
Operating margin(2): | |||||||||||||||||||||||||||||||||||
| Merchant Solutions | 35.3 | % | 32.9 | % | 2.4 | % | |||||||||||||||||||||||||||||
NM = Not meaningful
(1) Percentage amounts may not sum to the total due to rounding.
(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.
Operating income included acquisition and transformation expenses of $228.3 million and $131.4 million for the six months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate expenses.
Revenues
Revenues from our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $14.3 million and $39.7 million, respectively, or 0.7% and 1.0%.
35
Table of Contents
For the three and six months ended June 30, 2025, revenues in our integrated and embedded solutions service line increased $56.4 million and $102.3 million, respectively, or 7.1% and 6.6%, as payments continue to transition to more embedded and digital native environments. Revenues in our point of sale and software solutions service line decreased $42.2 million and $73.2 million for the three and six months ended June 30, 2025, respectively, or 10.8% and 9.5%. Excluding the effect of the AdvancedMD business disposed of in December 2024, revenues increased approximately 5% and 6% for the three and six months ended June 30, 2025, respectively, driven by growth in software subscription fees. Revenues in our core payments solutions service line declined $28.4 million and $68.7 million for the three and six months ended June 30, 2025, respectively, or 3.6% and 4.6%, as a result of reduced emphasis on our wholesale business and our exit of certain markets in our Asia Pacific business.
Operating Expenses
Cost of Service Cost of service for our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $5.7 million and $15.9 million, respectively. Cost of service as a percentage of revenues was 25.5% and 26.2%, respectively, for the three and six months ended June 30, 2025, compared to 25.6% and 26.4% in the prior year. The decline in cost of service is in line with the decline in revenue for the period. The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.3% for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.
Amortization of Acquired Intangible Assets. The most significant component of our cost of service is amortization of acquired intangibles, which was $200.2 million and $394.3 million for the three and six months ended June 30, 2025, respectively, and $212.2 million and $421.7 million, for the three and six months ended June 30, 2024. As a percentage of cost of service, amortization of acquired intangibles was approximately 40% for the three and six months ended June 30, 2025 and 42% for the three and six months ended June 30, 2024. These costs generally do not vary in proportion to changes in revenues, but rather are most significantly affected by acquisition activities. The decrease in amortization of acquired intangibles in the three and six months ended June 30, 2025 primarily reflects the effect of the AdvancedMD business disposed of in December 2024.
Selling, General and Administrative Expenses. Selling, general and administrative expenses from our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $53.0 million and $101.9 million, or 6.7% and 6.6%.
Selling, general and administrative expenses as a percentage of segment revenues was 37.9% and 38.4%, respectively, for the three and six months ended June 30, 2025, compared to 40.3% and 40.7% in the prior year. The primary driver of the reduction in selling, general and administrative expenses for the three and six months ended June 30, 2025 was lower compensation and benefits expenses as a result of certain actions taken in 2024 to align our workforce to our new operating model.
Corporate expenses for the three and six months ended June 30, 2025 increased by $92.9 million and $110.0 million, respectively, or 47.1% and 26.3%. The higher amount of corporate expenses was primarily driven by an increase in acquisition and transformation costs of $80.1 million and $96.9 million incurred in the three and six months ended June 30, 2025.
Operating Income and Operating Margin
Consolidated operating income for the three and six months ended June 30, 2025 was $427.2 million and $807.3 million, respectively, compared to $475.4 million and $835.0 million in the prior year. Consolidated operating margin for the three and six months ended June 30, 2025 was 21.8% and 21.4%, respectively, compared to 24.1% and 21.9% in the prior year.
•Consolidated operating income reflected higher corporate costs, as described above, which had an unfavorable effect on operating margin of approximately 4.8% and 2.9% for the three and six months ended June 30, 2025;
36
Table of Contents
•Merchant Solutions segment operating income increased $44.4 million and $78.1 million, respectively, for the three and six months ended June 30, 2025 and operating margin increased 2.5% and 2.4%, primarily due to the favorable effect of cost reduction initiatives as a result of certain actions taken in 2024 to align our workforce to our new operating model. In addition, the three and six months ended June 30, 2024 included operating income of $12.4 million and $22.9 million, respectively, related to the disposed AdvancedMD business. The disposition had the effect of increasing operating margin by 0.4% for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.
Income Tax Expense
Our effective income tax rates for the three months ended June 30, 2025 and 2024 were 38.1% and 17.9%, respectively. Our effective income tax rates for the six months ended June 30, 2025 and 2024 were 28.1% and 11.9%, respectively. The changes in our effective tax rates for the three and six months ended June 30, 2025 from the prior year reflects the effect of deferred tax expense recognized during the three months ended June 30, 2025 associated with legal entity restructuring in connection with the sale of our Issuer Solutions business. In addition, the effective income tax rate for the six months ended June 30, 2024 included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025. We are currently assessing its effect on our consolidated financial statements.
Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The effective dates were generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction. More jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates. Additionally, the OBBBA includes modifications to the international tax framework. While we continue to evaluate the effect of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.
The Pillar Two directive did not have a material effect on our financial statements for the three and six months ended June 30, 2025, and we are continuing to evaluate the potential effect on future periods, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.
Net Income Attributable to Global Payments
Income from continuing operations was $212.1 million and $455.4 million, respectively, for the three and six months ended June 30, 2025, compared to $315.0 million and $564.9 million for the prior year, reflecting the changes noted above.
Diluted Earnings per Share - Continuing Operations
Diluted earnings per share was $0.86 and $1.82, respectively, for the three and six months ended June 30, 2025, compared to $1.18 and $2.11 for the prior year. Diluted earnings per share for the three and six months ended June 30, 2025 reflects the changes in net income noted above as well as a decrease of 11.6 million and 11.0 million, respectively, in diluted weighted-average number of shares outstanding to 243.6 million and 245.4 million shares, respectively, for the three and six months ended June 30, 2025, compared to 255.2 million and 256.4 million shares for the prior year.
37
Table of Contents
Discontinued Operations
The following tables set forth key selected financial data for discontinued operations for the three and six months ended June 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount. The data for the three and six months ended June 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.
| Three Months Ended June 30, 2025 | % of Revenue(1) | Three Months Ended June 30, 2024 | % of Revenue(1) | Change | % Change | ||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 639,885 | $ | 613,508 | $ | 26,377 | 4.3 | % | |||||||||||||||||||||||||||
| Operating income (loss) | $ | 219,912 | 34.4 | % | $ | 97,235 | 15.8 | % | $ | 122,677 | 126.2 | % | |||||||||||||||||||||||
| Operating margin | 34.4 | % | 15.8 | % | 18.6 | % | |||||||||||||||||||||||||||||
(1) Percentage amounts may not sum to the total due to rounding.
| Six Months Ended June 30, 2025 | % of Revenue(1) | Six Months Ended June 30, 2024 | % of Revenue(1) | Change | % Change | ||||||||||||||||||||||||||||||
| (dollar amounts in thousands) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,260,614 | $ | 1,216,243 | $ | 44,371 | 3.6 | % | |||||||||||||||||||||||||||
| Operating income (loss) | $ | 310,700 | 24.6 | % | $ | 189,896 | 15.6 | % | $ | 120,804 | 63.6 | % | |||||||||||||||||||||||
| Operating margin | 24.6 | % | 15.6 | % | 9.0 | % | |||||||||||||||||||||||||||||
(1) Percentage amounts may not sum to the total due to rounding.
Revenues
Revenues for the three and six months ended June 30, 2025 increased primarily due to a $22.4 million and $46.2 million effect of higher transaction volume driven by cardholder activity for the three and six months ended June, 30, 2025, respectively.
Operating Income and Operating Margin
Operating income and operating margin were higher for the three and six months ended June 30, 2025 primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale as well as higher labor and technology related costs.
38
Table of Contents
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 5—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." For additional information regarding our other cash commitments and contractual obligations, see "Note 7—Leases" and “Note 19—Commitments and Contingencies” in our Annual Report on Form 10-K for the year ended December 31, 2024.
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 facility, 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.
Our consolidated statements of cash flows includes cash flows from discontinued operations for all periods presented, and therefore the following liquidity discussion includes both continuing and discontinued operations.
At June 30, 2025, we had cash and cash equivalents totaling $2,793.9 million. Of this amount, we considered $809.9 million to be available for general purposes, of which $66.8 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S. The available cash of $809.9 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 $290.7 million as of June 30, 2025, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve. These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.
Operating activities provided net cash of $1,372.6 million and $1,338.4 million for the six months ended June 30, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, and changes in operating assets and liabilities. Cash flows from operating activities increased 2.6% from the prior year primarily due to positive changes in working capital.
39
Table of Contents
We used net cash in investing activities of $476.8 million and $697.3 million during the six months ended June 30, 2025 and 2024, respectively. Cash used for investing activities primarily represents cash used to fund acquisitions and capital expenditures. During the six months ended June 30, 2025 and 2024, we used cash of $205.8 million and $372.7 million, respectively, for acquisitions. We made capital expenditures of $279.7 million and $324.7 million during the six months ended June 30, 2025 and 2024, respectively. These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms. These investments also include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers. We expect to continue to make capital investments in the business, and we anticipate capital expenditures to be approximately $750 million during the year ending December 31, 2025.
Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities. Our borrowing arrangements are further described in "Note 5—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests. Net cash used in financing activities was $522.3 million and $557.2 million for the six months ended June 30, 2025 and 2024, respectively.
Proceeds from long-term debt were $2,755.1 million and $6,289.0 million for the six months ended June 30, 2025 and 2024, respectively. Repayments of long-term debt were $3,769.6 million and $4,430.1 million for the six months ended June 30, 2025 and 2024, respectively. Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time to time, under our revolving credit facility, as well as scheduled principal repayments we make on our senior notes, finance leases and other vendor financing arrangements. Changes in settlement processing assets and obligations, net were a source of cash of $630.2 million and a use of cash of $57.7 million for the six months ended June 30, 2025 and 2024, respectively. The change in cash from settlement processing assets and liabilities was due primarily to transaction volume and the timing of month-end. During the six months ended June 30, 2025 and 2024, we had net borrowings of $797.7 million and net repayments of $936.5 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 six months ended June 30, 2025 and 2024, we had net borrowings of $87.6 million and $55.4 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 six months ended June 30, 2025 and 2024, we used $691.1 million and $900.0 million, respectively, to repurchase and retire 7,261,834 and 6,972,979 shares of our common stock, respectively. The share repurchase activity for the six months ended June 30, 2025 included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. The share repurchase activity for the six months ended June 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500% convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $130.80 per share. As of June 30, 2025, the remaining amount available under our share repurchase program was $1,176.5 million.
40
Table of Contents
We paid dividends to our common shareholders of $121.5 million and $127.0 million during the six months ended June 30, 2025 and 2024, respectively. We also made distributions to noncontrolling interests of $30.1 million and $10.9 million during the six months ended June 30, 2025 and 2024, respectively. On July 30, 2025, our board of directors declared a dividend of $0.25 per share payable on September 26, 2025 to common shareholders of record as of September 12, 2025.
Long-Term Debt and Lines of Credit
Senior Notes
We have $10.2 billion in aggregate principal amount of senior unsecured notes outstanding as of June 30, 2025, which mature at various dates ranging from March 2026 to August 2052. Interest on the senior notes is payable annually or semi-annually at various dates. 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.
Convertible Notes
1.500% Convertible Notes due March 1, 2031
We have $2.0 billion in aggregate principal amount of 1.500% convertible unsecured senior notes due March 2031 that were issued in 2024 through a private placement. The net proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets. Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.
In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The economic effect of the capped call transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess of the principal amount of converted notes subject to a cap. The price of the capped call transactions was $228.90 per share. The capped call transactions met the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives. The cost of $256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity for the six months ended June 30, 2024, net of applicable income taxes.
1.000% Convertible Notes due August 15, 2029
We also have $1.5 billion in aggregate principal amount of 1.000% convertible notes due August 2029 that were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners. Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively. The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase. The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur.
41
Table of Contents
Revolving Credit Facility
On May 15, 2025, 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 $7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $5.75 billion of commitments have been made available on May 15, 2025 and (b) an additional $1.5 billion of commitments will be made available upon the closing of the proposed acquisition of Worldpay described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies." Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $7.5 billion. The Revolving Credit Facility matures in May 2030 and provides for up to two one-year maturity extensions. Borrowings under the Revolving Credit Facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.
The Revolving Credit Facility replaced our previous unsubordinated unsecured $5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027. In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement. The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility will be available to be made in 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 based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00% floor) or an alternative currency term rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00% floor) or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00% floor), in each case, plus an applicable margin. The applicable margin for borrowings other than base rate borrowings will range from 1.000% to 1.750% depending on our credit rating and is initially 1.375%.
We may issue standby letters of credit of up to $500 million in the aggregate under the Revolving Credit Facility. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. The amounts available to borrow under the Revolving Credit Facility are also determined by a financial leverage covenant. As of June 30, 2025, there were borrowings of $1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.7%, and the total available commitments under the Revolving Credit Facility were $2.9 billion.
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 commercial paper program is backstopped by our Revolving Credit Facility, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of the 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 June 30, 2025, we had net borrowings under our commercial paper program of $798.1 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.0%.
42
Table of Contents
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. As of June 30, 2025, the required leverage ratio was 3.75 to 1.00. We were in compliance with all applicable covenants as of June 30, 2025.
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 June 30, 2025, a total of $49.2 million of cash on deposit was used to determine the available credit.
As of June 30, 2025, we had $627.9 million outstanding under these lines of credit with additional capacity to fund settlement of $2,226.8 million. During the three months ended June 30, 2025, the maximum and average outstanding balances under these lines of credit were $1,311.3 million and $440.6 million, respectively. The weighted-average interest rate on these borrowings was 4.87% at June 30, 2025.
Committed Bridge Financing
On April 17, 2025, in connection with our entry into the definitive agreement to acquire Worldpay, we obtained $7.7 billion in committed bridge financing, which was subsequently reduced to $6.2 billion on May 15, 2025 in connection with the entry into the Revolving Credit Facility on May 15, 2025.
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 unaudited consolidated financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
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 such as our proposed acquisition of Worldpay and divestiture of our Issuer Solutions business, including future financial and operating results and the successful integration of acquisitions; our ability to timely complete the acquisition of Worldpay and divestiture of our Issuer Solutions business, including receiving all required regulatory approvals in connection with the transactions; statements about the completion of anticipated benefits or strategic or operational initiatives; statements regarding our success and timing in developing and introducing new services and expanding our business; and other statements regarding our future financial performance and 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.
43
Table of Contents
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 our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in the other information appearing in this report and other filings we make with the SEC, including this Quarterly Report on Form 10-Q, which we advise you to review.
These cautionary statements qualify all of our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. 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.
ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4—CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2025, 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). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
44
Table of Contents
PART II—OTHER INFORMATION
ITEM 1—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. See "Note 15—Commitments and Contingencies" in the notes to the accompanying unaudited consolidated financial statements for information about certain legal matters.
ITEM 1A—RISK FACTORS
The following risk factor is an update to our previously disclosed risk factors and should be considered in conjunction with Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Failure to complete the acquisition of Worldpay and divestiture of our Issuer Solutions business (the “Transactions”) could have an adverse effect on our business, financial results, results of operations and stock price, and efforts to complete the Transactions could divert management’s attention, result in negative publicity or litigation, or disrupt our relationships with third parties and employees, any of which could negatively impact our business, financial condition, liquidity, results of operations and cash flows.
If the Transactions are not completed for any reason, or on the expected timeline, our business and financial results may be adversely affected. We may be unable to complete the Transactions for a number of reasons, including the failure to receive required regulatory clearances and approvals in the United States and other jurisdictions and the failure to satisfy other closing conditions. The waiting periods applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on July 18, 2025, but the Transactions remain subject to other regulatory clearances and approvals. Satisfying the conditions to the closing of the Transactions may take longer than we expect, which could cause us to incur extra transaction expenses or to delay or fail to realize fully the benefits that we currently expect to receive if the Transactions are successfully completed within the expected timeframe. If the Transactions are not completed at all, we may experience negative reactions from the financial markets, including negative effects on the market price of our common stock. In addition, we will have expended significant time and resources that could have otherwise been spent on our existing business.
The Transactions may also present financial, managerial and operational risks. The market’s perception of the Transactions may adversely affect the trading price of our common stock. Other risks include diversion of management attention from existing businesses, negative publicity, potential litigation against us, our directors or executives related to the Transactions, employee retention, difficulties separating personnel and financial and other systems, adverse impacts on the terms of or results of any possible capital markets transactions and possible adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with FIS and GTCR, any of which could negatively impact our business, financial condition, liquidity, results of operations and cash flows. If the Transactions are completed, we can provide no assurance that the anticipated benefits of the Transactions will be fully realized in the timeframe anticipated or at all or that the costs related to the integration of Worldpay’s business and operations into ours will not be greater than expected.
We may experience gains or losses, including asset impairment charges, related to the divestiture of, and lost operating income from, our Issuer Solutions business, which may negatively affect our profitability and margins. Any of these factors could adversely affect our financial condition and results of operations.
45
Table of Contents
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Information about the shares of our common stock that we repurchased during the quarter ended June 30, 2025 is set forth below:
| Period | Total Number of Shares Purchased (1) | Approximate 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 (2) | |||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| April 1-30, 2025 | 1,911,144 | $ | 73.32 | 1,909,320 | |||||||||||||||||||
| May 1-31, 2025 | 1,136,952 | 78.59 | 1,134,164 | ||||||||||||||||||||
| June 1-30, 2025 | 2,476 | 78.05 | — | ||||||||||||||||||||
| Total | 3,050,572 | $ | 76.01 | 3,043,484 | $ | 1,176.5 | |||||||||||||||||
(1)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 June 30, 2025, pursuant to our employee incentive plans, we withheld 7,088 shares at an average price per share of $79.01 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.
(2)As of June 30, 2025, the remaining amount available under our share repurchase program was $1,176.5 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 3—DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4—MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5—OTHER INFORMATION
a. None
b. None
c. Insider Trading Plans and Arrangements
During the quarter ended June 30, 2025, none of our directors or officers notified us that they adopted terminated
46
Table of Contents
ITEM 6—EXHIBITS
List of Exhibits
| 2.1† | Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Total System Services LLC, Fidelity National Information Services, Inc. and Worldpay Holdco, LLC, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 21, 2025. | |||||||
| 2.2† | Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Genesis Merger Sub I, Inc., Genesis Merger Sub II, Inc., Genesis Merger Sub III, Inc., Genesis Merger Sub IV LLC, Genesis Washington Merger Sub LLC, GTCR W Aggregator LP, Worldpay Holdco, LLC, GTCR W Management Blocker Inc., GTCR W Management Blocker II Inc., GTCR W Blocker Corp. and the other parties thereto, incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on April 21, 2025. | |||||||
| 10.1+ | Global Payments Inc. 2025 Incentive Plan, incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 13, 2025. | |||||||
| 10.2+ | Global Payments Inc. Amended and Restated Employee Stock Purchase Plan, incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 13, 2025. | |||||||
| 10.3 | Credit Agreement, dated as of May 15, 2025, among Global Payments Inc., 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 May 16, 2025. | |||||||
| 10.4* | Form of Stock Option Award pursuant to the 2025 Incentive Plan for the Executive Officers (calendar 2025). | |||||||
| 10.5* | Form of Performance Stock Unit Award Certificate pursuant to the 2025 Incentive Plan for Executive Officers (calendar 2025). | |||||||
| 10.6* | Form of Restricted Stock Award Certificate pursuant to the 2025 Incentive Plan for Executive Officers (calendar 2025). | |||||||
| 10.7*+ | Non-Employee Director Compensation Policy dated April 24, 2025. | |||||||
| 31.1* | Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1* | Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101* | The following information from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; (vi) the Notes to Unaudited Consolidated Financial Statements; and (vii) the information included in Part II, Item 5(c). The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
______________________
| * | Filed herewith. | |||||||
| † | Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request. | |||||||
| + | Management contract or compensatory plan or arrangement. | |||||||
47
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Global Payments Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: August 6, 2025 | /s/ Joshua J. Whipple | ||||||||||
| Joshua J. Whipple | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
48
Source:
Global Pmts Inc
NYSE:GPN
GPN Rankings
GPN Latest News
GPN Latest SEC Filings
Jul 21, 2025
[8-K] Global Payments, Inc. Reports Material Event
GPN Stock Data
19.12B
241.19M
1.09%
95.38%
3.44%
Specialty Business Services
Services-business Services, Nec
United States
ATLANTA