Global Payments(GPN) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section provides the unaudited consolidated financial statements and management's analysis of financial performance and condition ITEM 1. FINANCIAL STATEMENTS This item presents the unaudited consolidated financial statements, including income, comprehensive income, balance sheets, cash flows, and equity changes Unaudited Consolidated Statements of Income Consolidated revenues were essentially flat for both three and six months ended June 30, 2025, compared to 2024, with net income attributable to Global Payments decreasing significantly due to higher income tax expense and lower income from continuing and discontinued operations Three Months Ended June 30 | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Revenues | $1,956,747 | $1,971,025 | (0.7%) | | Operating income | $427,206 | $475,388 | (10.1%) | | Net income attributable to Global Payments | $241,640 | $374,760 | (35.5%) | | Basic EPS (Total) | $0.99 | $1.47 | (32.7%) | | Diluted EPS (Total) | $0.99 | $1.47 | (32.7%) | Six Months Ended June 30 | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Revenues | $3,765,434 | $3,805,119 | (1.0%) | | Operating income | $807,302 | $834,979 | (3.3%) | | Net income attributable to Global Payments | $547,374 | $688,067 | (20.4%) | | Basic EPS (Total) | $2.23 | $2.69 | (17.1%) | | Diluted EPS (Total) | $2.23 | $2.68 | (16.8%) | Unaudited Consolidated Statements of Comprehensive Income Comprehensive income attributable to Global Payments significantly increased for both the three and six months ended June 30, 2025, primarily driven by positive foreign currency translation adjustments, a reversal from losses to gains compared to the prior year Three Months Ended June 30 | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net income | $246,098 | $389,275 | (36.8%) | | Foreign currency translation adjustments | $445,406 | $(107,605) | Significant positive swing | | Other comprehensive income (loss) | $413,268 | $(101,934) | Significant positive swing | | Comprehensive income attributable to Global Payments | $587,314 | $279,911 | 109.8% | Six Months Ended June 30 | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net income | $558,870 | $712,337 | (21.5%) | | Foreign currency translation adjustments | $660,470 | $(191,965) | Significant positive swing | | Other comprehensive income (loss) | $620,252 | $(163,534) | Significant positive swing | | Comprehensive income attributable to Global Payments | $1,056,394 | $554,705 | 90.4% | Unaudited Consolidated Balance Sheets Total assets increased by approximately $1.6 billion from December 31, 2024, to June 30, 2025, primarily driven by an increase in current assets, including assets held for sale and settlement processing assets, while total liabilities also increased, mainly due to higher current portion of long-term debt and settlement processing obligations Balance Sheet Highlights | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Total current assets | $7,752,987 | $6,031,232 | +28.5% | | Assets held for sale | $905,442 | $0 | N/A | | Settlement processing assets | $2,077,445 | $1,599,390 | +29.9% | | Total assets | $48,518,510 | $46,890,255 | +3.5% | | Total current liabilities | $8,183,375 | $6,252,714 | +30.9% | | Current portion of long-term debt | $1,868,295 | $1,008,750 | +85.2% | | Settlement processing obligations | $2,691,637 | $1,518,541 | +77.2% | | Total liabilities | $25,096,921 | $23,873,688 | +5.1% | | Total equity | $23,249,758 | $22,855,944 | +1.7% | Unaudited Consolidated Statements of Cash Flows Net cash provided by operating activities increased slightly year-over-year, while net cash used in investing activities decreased and net cash used in financing activities also decreased, primarily due to changes in settlement processing and commercial paper notes Six Months Ended June 30 | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net cash provided by operating activities | $1,372,649 | $1,338,414 | +2.6% | | Net cash used in investing activities | $(476,822) | $(697,313) | (31.6%) | | Net cash used in financing activities | $(522,267) | $(557,175) | (6.3%) | | Increase in cash, cash equivalents and restricted cash | $603,913 | $30,274 | +1894.8% | | Cash, cash equivalents and restricted cash, end of period | $3,339,888 | $2,287,149 | +46.0% | Unaudited Consolidated Statements of Changes in Equity Total Global Payments shareholders' equity increased from December 31, 2024, to June 30, 2025, driven by net income and other comprehensive income, despite share repurchases and cash dividends Six Months Ended June 30, 2025 | Metric | December 31, 2024 (in thousands) | June 30, 2025 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Total Global Payments shareholders' equity | $22,280,686 | $22,593,075 | +1.4% | | Net income (loss) | N/A | $547,374 | N/A | | Other comprehensive income | N/A | $509,020 | N/A | | Repurchases of common stock | N/A | $(680,397) | N/A | | Cash dividends declared | N/A | $(121,501) | N/A | Six Months Ended June 30, 2024 | Metric | December 31, 2023 (in thousands) | June 30, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Total Global Payments shareholders' equity | $22,999,210 | $22,387,414 | (2.6%) | | Net income | N/A | $688,067 | N/A | | Other comprehensive loss | N/A | $(133,362) | N/A | | Repurchases of common stock | N/A | $(909,237) | N/A | | Cash dividends declared | N/A | $(127,042) | N/A | Notes to Unaudited Consolidated Financial Statements This section provides detailed notes on accounting policies, business dispositions, revenues, goodwill, debt, derivatives, income tax, equity, share-based awards, and segment information Note 1 - Basis of Presentation and Summary of Significant Accounting Policies Global Payments is a leading payments technology company, which entered into definitive agreements to acquire Worldpay and divest its Issuer Solutions business, with the latter classified as discontinued operations, and also retrospectively changed the presentation of certain cash flows from operating to financing activities - Global Payments entered into definitive agreements to acquire 100% of Worldpay from FIS and GTCR, and simultaneously divest its Issuer Solutions business to FIS, with both transactions expected to close in the first half of 2026, subject to regulatory approvals[26][27] - The Issuer Solutions business has been classified as discontinued operations for all periods presented due to its strategic shift and major impact on operations and financial results[27] - The company retrospectively changed the presentation of cash flows associated with 'Changes in settlement processing assets and obligations, net' and 'Changes in funds held for customers' from operating to financing activities, increasing net cash provided by operating activities and net cash used in financing activities by $185.2 million for the six months ended June 30, 2024[30][31] Note 2 - Business Dispositions and Discontinued Operations The Issuer Solutions business has been classified as discontinued operations, resulting in a goodwill impairment charge, and the company also agreed to divest Heartland Payroll Solutions and recognized a gain from the sale of AdvancedMD - The Issuer Solutions business was classified as a held for sale disposal group and a discontinued operation in the second quarter of 2025, leading to a $33.2 million goodwill impairment charge[36][37] Income from Discontinued Operations, Net of Tax | Period | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Three Months Ended | $34,003 | $74,303 | (54.2%) | | Six Months Ended | $103,464 | $147,439 | (29.9%) | - Global Payments entered into a definitive agreement to divest Heartland Payroll Solutions for approximately $1.1 billion, expected to close in the second half of 2025, with assets held for sale including $479.6 million in goodwill[40][41] - An additional gain on the sale of AdvancedMD of $4.3 million was recognized during the six months ended June 30, 2025, following its sale in December 2024[42] Note 3 - Revenues Consolidated revenues were slightly down, with Integrated and Embedded Solutions showing growth, while Point-of-Sale and Software Solutions and Core Payments Solutions experienced declines Consolidated Revenues (Continuing Operations) | Period | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Three Months Ended | $1,956,747 | $1,971,025 | (0.7%) | | Six Months Ended | $3,765,434 | $3,805,119 | (1.0%) | Revenues by Service Line (Continuing Operations) | Service Line | 3 Months 2025 | 3 Months 2024 | Change (YoY) | 6 Months 2025 | 6 Months 2024 | Change (YoY) | | :----------------------------------- | :------------ | :------------ | :----------- | :------------ | :------------ | :----------- | | Point-of-Sale and Software Solutions | $348,392 | $390,584 | (10.8%) | $696,532 | $769,768 | (9.5%) | | Integrated and Embedded Solutions | $854,958 | $798,602 | +7.1% | $1,658,501 | $1,556,225 | +6.6% | | Core Payments Solutions | $753,397 | $781,839 | (3.6%) | $1,410,401 | $1,479,126 | (4.6%) | Estimated Future Revenue from Unsatisfied Performance Obligations (as of June 30, 2025) | Year Ending December 31, | Amount (in thousands) | | :----------------------- | :-------------------- | | 2025 | $183,711 | | 2026 | $244,182 | | 2027 | $170,583 | | 2028 | $94,810 | | 2029 | $57,642 | | 2030 | $20,721 | | 2031 and thereafter | $2,668 | | Total | $774,317 | Note 4 - Goodwill and Other Intangible Assets Goodwill decreased slightly due to reclassification to assets held for sale, while other intangible assets also saw a minor decrease Goodwill and Other Intangible Assets | Asset Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Goodwill | $16,742,403 | $16,777,532 | (0.2%) | | Other intangible assets, net | $4,380,462 | $4,527,382 | (3.3%) | - The change in goodwill for the six months ended June 30, 2025, included $81.8 million acquired, $359.2 million from foreign currency translation, and a reclassification of $479.6 million to assets held for sale related to the Payroll Solutions business[48] Note 5 - Long-term Debt and Lines of Credit Total long-term debt remained relatively stable, as the company entered into a new $7.25 billion revolving credit facility and obtained committed bridge financing for the Worldpay acquisition, while commercial paper borrowings increased Total Long-Term Debt | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Total long-term debt | $16,019,278 | $16,067,425 | (0.3%) | | Current portion of long-term debt | $1,868,295 | $1,008,750 | +85.2% | | Long-term debt, excluding current portion | $14,150,983 | $15,058,675 | (6.1%) | - A new $7.25 billion revolving credit facility was entered into on May 15, 2025, maturing in May 2030, replacing a previous $5.75 billion facility, with $1.5 billion outstanding and $2.9 billion available commitments as of June 30, 2025[54][56][58] - The company obtained $7.7 billion in committed bridge financing for the Worldpay acquisition on April 17, 2025, which was subsequently reduced to $6.2 billion on May 15, 2025, and net borrowings under the commercial paper program were $798.1 million outstanding at June 30, 2025[59][61] Note 6 - Derivatives and Hedging Instruments The company uses net investment hedges for foreign currency risk and interest rate swaps/treasury locks for interest rate risk - Global Payments designated €800 million Euro-denominated senior notes as a net investment hedge, recognizing a gain (loss) of $(81.3) million and $(90.7) million in foreign currency translation adjustments for the three and six months ended June 30, 2025, respectively[68][70] - Interest rate swaps with a notional of $1.5 billion had a fair value of $(20.8) million (liability) at June 30, 2025, while treasury locks with a notional of $1.5 billion, entered in June 2025, had a fair value of $(34.3) million (liability) at June 30, 2025[72][74] Note 7 - Income Tax The effective income tax rate increased significantly in 2025 due to deferred tax expense from legal entity restructuring related to the Issuer Solutions sale Effective Income Tax Rates | Period | June 30, 2025 | June 30, 2024 | | :----------------------------------- | :------------ | :------------ | | Three Months Ended | 38.1% | 17.9% | | Six Months Ended | 28.1% | 11.9% | - The higher effective tax rate in 2025 was primarily due to deferred tax expense associated with legal entity restructuring in connection with the sale of the Issuer Solutions business[76] - The company is evaluating the potential effects of the One Big Beautiful Bill Act (OBBBA) and the OECD Pillar Two framework on future financial statements[139][140][141] Note 8 - Redeemable Noncontrolling Interests Redeemable noncontrolling interests are presented as temporary equity, and the option held by the minority shareholder in Greece is considered probable of becoming redeemable, leading to redemption price adjustments - Redemption price adjustments recognized in net income attributable to noncontrolling interests were $(9.3) million and $(10.6) million for the three and six months ended June 30, 2025, respectively, compared to $3.0 million and $4.5 million in 2024[81] - The redemption option for the Poland subsidiary expired on January 1, 2024, and was reclassified to nonredeemable noncontrolling interest[82] Note 9 - Shareholders' Equity The company continued its share repurchase program, reducing outstanding common stock, and a dividend of $0.25 per share was declared for September 2025 Common Stock Repurchases | Period | Shares Repurchased | Cost (in millions) | Average Price per Share | | :----------------------------------- | :----------------- | :----------------- | :---------------------- | | Three Months Ended June 30, 2025 | 3,043,484 | $231.4 | $76.02 | | Three Months Ended June 30, 2024 | 910,980 | $100.9 | $110.73 | | Six Months Ended June 30, 2025 | 7,261,834 | $680.4 | $93.70 | | Six Months Ended June 30, 2024 | 6,972,979 | $909.2 | $130.39 | - As of June 30, 2025, $1,176.5 million remained available under the share repurchase program[83] - A dividend of $0.25 per share was declared on July 30, 2025, payable on September 26, 2025[84] Note 10 - Share-based Awards and Stock Options Total share-based compensation expense slightly decreased, and unrecognized compensation expense remains for both restricted stock/performance awards and stock options Total Share-based Compensation Expense | Period | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Three Months Ended | $39,810 | $43,245 | (8.0%) | | Six Months Ended | $79,550 | $83,362 | (4.6%) | - As of June 30, 2025, unrecognized compensation expense for unvested restricted stock and performance awards was $204.3 million (expected over 2.0 years), and for unvested stock options was $12.3 million (expected over 1.9 years)[88][89] Note 11 - Earnings per Share Basic and diluted EPS decreased for both continuing and discontinued operations, and convertible notes were anti-dilutive and excluded from diluted EPS calculation for the periods Basic EPS (Continuing Operations) | Period | June 30, 2025 | June 30, 2024 | Change (YoY) | | :----------------------------------- | :------------ | :------------ | :----------- | | Three Months Ended | $0.86 | $1.18 | (27.1%) | | Six Months Ended | $1.82 | $2.12 | (14.2%) | Diluted EPS (Continuing Operations) | Period | June 30, 2025 | June 30, 2024 | Change (YoY) | | :----------------------------------- | :------------ | :------------ | :----------- | | Three Months Ended | $0.86 | $1.18 | (27.1%) | | Six Months Ended | $1.82 | $2.11 | (13.7%) | - Convertible notes were not included in the computation of diluted EPS for the three and six months ended June 30, 2025, as their effect would have been anti-dilutive[93] Note 12 - Supplemental Balance Sheet Information Cash and cash equivalents increased, with a significant portion held by a small group of financial institutions, and notes receivable also increased, with interest income recognized Cash, Cash Equivalents and Restricted Cash | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Total cash, cash equivalents and restricted cash | $3,339,888 | $2,735,975 | +22.1% | | Available for general purposes | $809,900 | N/A | N/A | | Restricted cash | $290,700 | N/A | N/A | - Notes receivable had an aggregate principal amount of $841.0 million outstanding at June 30, 2025, generating interest income of $24.2 million and $47.7 million for the three and six months ended June 30, 2025, respectively[101][102] Note 13 - Accumulated Other Comprehensive Loss Accumulated other comprehensive loss significantly decreased (improved) due to positive foreign currency translation gains, offsetting net unrealized losses on hedging activities Accumulated Other Comprehensive Loss | Component | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :------- | | Foreign Currency Translation Gains (Losses) | $(45,817) | $(419,337) | Significant positive swing | | Net Unrealized Gains (Losses) on Hedging Activities | $(55,683) | $(27,924) | Significant negative swing | | Total Accumulated Other Comprehensive Loss | $(103,972) | $(449,646) | (76.9%) | - Other comprehensive income (loss) attributable to noncontrolling interests was $67.6 million and $111.2 million for the three and six months ended June 30, 2025, respectively, a significant improvement from the prior year[103][104] Note 14 - Segment Information The company now reports only the Merchant Solutions segment as continuing operations, with Issuer Solutions reclassified to discontinued operations, and Merchant Solutions operating income and margin increased due to cost reduction activities - Beginning in Q2 2025, Merchant Solutions is the sole reportable segment for continuing operations, as Issuer Solutions was reclassified to discontinued operations[106] Merchant Solutions Segment Performance | Metric | 3 Months 2025 | 3 Months 2024 | Change (YoY) | 6 Months 2025 | 6 Months 2024 | Change (YoY) | | :----------------------------------- | :------------ | :------------ | :----------- | :------------ | :------------ | :----------- | | Revenues | $1,956,747 | $1,971,025 | (0.7%) | $3,765,434 | $3,805,119 | (1.0%) | | Operating income | $716,931 | $672,525 | +6.6% | $1,331,033 | $1,252,962 | +6.2% | | Operating margin | 36.6% | 34.1% | +2.5% pts | 35.3% | 32.9% | +2.4% pts | - Merchant Solutions operating income and margin increased primarily due to favorable cost reduction initiatives and workforce alignment actions taken in 2024, while corporate expenses increased significantly due to acquisition and transformation costs[108][135][137] Note 15 - Commitments and Contingencies The company is involved in various legal matters, but the liabilities are not expected to have a material adverse effect on its financial position - Liabilities from claims and lawsuits are not expected to have a material adverse effect on the company's financial position, liquidity, results of operations, or cash flows[109] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This item provides management's discussion and analysis of the company's financial condition, operational results, liquidity, and capital resources Executive Overview Global Payments is a leading payments technology company undergoing strategic transformation, including the acquisition of Worldpay and divestiture of Issuer Solutions, focusing on growth areas and expecting significant operating income benefits from transformation initiatives, while navigating macroeconomic uncertainties - Global Payments is executing a strategic transformation, including the acquisition of Worldpay and divestiture of its Issuer Solutions business (classified as discontinued operations), both expected to close in H1 2026, and the company also plans to divest Heartland Payroll Solutions in H2 2025[113] - Transformation initiatives, launched in 2024, are expected to generate over $650 million of annual run-rate operating income benefit by the first half of 2027, despite incurring incremental expenses through early 2027[114][115][116] - The company faces macroeconomic risks including currency fluctuations, inflation, and rising interest rates, which could adversely affect financial performance, though the extent is difficult to predict[117][118][119] Results of Operations - Continuing Operations Continuing operations, primarily Merchant Solutions, saw a slight revenue decline but improved operating income and margin due to cost reduction initiatives, while corporate expenses increased significantly due to acquisition and transformation costs Consolidated Revenues (Continuing Operations) | Period | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Three Months Ended | $1,956,747 | $1,971,025 | (0.7%) | | Six Months Ended | $3,765,434 | $3,805,119 | (1.0%) | Merchant Solutions Operating Income & Margin | Period | Operating Income 2025 | Operating Income 2024 | Change (YoY) | Operating Margin 2025 | Operating Margin 2024 | Change (YoY) | | :----------------------------------- | :-------------------- | :-------------------- | :----------- | :-------------------- | :-------------------- | :----------- | | Three Months Ended | $716,931 | $672,525 | +6.6% | 36.6% | 34.1% | +2.5% pts | | Six Months Ended | $1,331,033 | $1,252,962 | +6.2% | 35.3% | 32.9% | +2.4% pts | - Corporate expenses increased by $92.9 million (47.1%) for the three months and $110.0 million (26.3%) for the six months ended June 30, 2025, primarily due to higher acquisition and transformation costs[126][128][135] Results of Operations - Discontinued Operations Discontinued operations (Issuer Solutions) showed revenue growth but a decrease in net income, primarily due to a significant increase in income tax expense and a goodwill impairment charge, while operating income and margin improved due to the cessation of depreciation and amortization Revenues (Discontinued Operations) | Period | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Three Months Ended | $639,885 | $613,508 | +4.3% | | Six Months Ended | $1,260,614 | $1,216,243 | +3.6% | Operating Income & Margin (Discontinued Operations) | Period | Operating Income 2025 | Operating Income 2024 | Change (YoY) | Operating Margin 2025 | Operating Margin 2024 | Change (YoY) | | :----------------------------------- | :-------------------- | :-------------------- | :----------- | :-------------------- | :-------------------- | :----------- | | Three Months Ended | $219,912 | $97,235 | +126.2% | 34.4% | 15.8% | +18.6% pts | | Six Months Ended | $310,700 | $189,896 | +63.6% | 24.6% | 15.6% | +9.0% pts | - The increase in operating income and margin for discontinued operations was primarily due to the cessation of depreciation and amortization associated with the classification of assets as held for sale[147] Liquidity and Capital Resources The company maintains strong liquidity through operating cash flows and various financing sources, with capital allocation priorities including dividends, share repurchases, acquisitions, and capital investments, and cash from operating activities increased, while cash used in investing and financing activities decreased - Net cash provided by operating activities increased by 2.6% to $1,372.6 million for the six months ended June 30, 2025, primarily due to positive changes in working capital[155] - Net cash used in investing activities decreased by 31.6% to $476.8 million, with $205.8 million used for acquisitions and $279.7 million for capital expenditures, and capital expenditures are projected to be approximately $750 million for the full year 2025[156] - Net cash used in financing activities decreased by 6.3% to $522.3 million, which included $691.1 million for common stock repurchases and $121.5 million for dividends paid to common shareholders[157][160][161] Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted The company refers to Note 1 for a discussion of recently adopted and issued accounting pronouncements - Refer to Note 1 for details on recently issued accounting pronouncements, including ASU 2024-03 (Disaggregation of Income Statement Expenses) and ASU 2023-09 (Income Taxes), which are not yet adopted[177] Forward-Looking Statements The report contains forward-looking statements regarding business operations, financial condition, strategic plans, and the impact of acquisitions/dispositions, which are subject to significant risks and uncertainties, and actual results may differ materially - Forward-looking statements cover business strategy, future financial and operating results, liquidity, deleveraging plans, and the anticipated benefits and timing of acquisitions and dispositions[178] - These statements are based on assumptions and estimates that are inherently subject to significant risks, uncertainties, and contingencies, many of which are beyond the company's control[179] - Actual results could differ materially from anticipated results due to various known and unknown factors, including those discussed in the 'Risk Factors' section of the Annual Report on Form 10-K[179] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk For a discussion of the company's exposure to market risk, refer to the Annual Report on Form 10-K for the year ended December 31, 2024 - For a discussion of market risk exposure, refer to Part II, Item 7A, 'Quantitative and Qualitative Disclosures About Market Risk,' in the Annual Report on Form 10-K for the year ended December 31, 2024[181] ITEM 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and there were no material changes in internal control over financial reporting during the quarter - As of June 30, 2025, management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective[182] - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[183] PART II - OTHER INFORMATION This section includes legal proceedings, risk factors, equity sales, defaults, other information, and exhibits ITEM 1. Legal Proceedings The company is involved in various legal claims and lawsuits, but the potential liabilities are not expected to have a material adverse effect on its financial position, liquidity, results of operations, or cash flows - The company is party to a number of claims and lawsuits incidental to its business, but the liabilities, if any, are not expected to have a material adverse effect on its financial position, liquidity, results of operations, or cash flows[184] ITEM 1A. Risk Factors The failure to complete the Worldpay acquisition and Issuer Solutions divestiture could adversely affect the company's business, financial results, and stock price, diverting management's attention and disrupting relationships - Failure to complete the acquisition of Worldpay and divestiture of Issuer Solutions business could have an adverse effect on the company's business, financial results, results of operations, and stock price[186] - Risks include delays or failure to receive regulatory approvals, increased transaction expenses, negative market reactions, diversion of management's attention, negative publicity, litigation, and disruption of relationships with third parties and employees[187][188] - There is no assurance that the anticipated benefits of the transactions will be fully realized or that integration costs will not be greater than expected, and the divestiture of Issuer Solutions may also lead to asset impairment charges and lost operating income[188][189] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased common stock under its authorized program during the quarter, with a remaining authorization of $1,176.5 million Common Stock Repurchases (Quarter Ended June 30, 2025) | Period | Total Number of Shares Purchased | Approximate Average Price Paid per Share, Excluding Commission | | :----------------- | :----------------------------- | :------------------------------------------------------------- | | April 1-30, 2025 | 1,911,144 | $73.32 | | May 1-31, 2025 | 1,136,952 | $78.59 | | June 1-30, 2025 | 2,476 | $78.05 | | Total | 3,050,572 | $76.01 | - As of June 30, 2025, the remaining amount available under the share repurchase program was $1,176.5 million[190][191] ITEM 3. Defaults Upon Senior Securities None reported - No defaults upon senior securities were reported[191] ITEM 4. Mine Safety Disclosures Not applicable - Mine Safety Disclosures are not applicable to the company[192] ITEM 5. Other Information No other material information to report, specifically no insider trading plan adoptions, modifications, or terminations by directors or officers - No directors or officers notified the company of adopting, modifying, or terminating any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[193] ITEM 6. Exhibits Lists all exhibits filed with the Form 10-Q, including transaction agreements, incentive plans, credit agreements, and certifications - Exhibits include Transaction Agreements for the Worldpay acquisition and Issuer Solutions divestiture (2.1, 2.2), the 2025 Incentive Plan (10.1), the Credit Agreement for the Revolving Credit Facility (10.3), and certifications of the Principal Executive and Financial Officers (31.1, 31.2, 32.1)[194] Signatures The report is duly signed by the Chief Financial Officer on behalf of Global Payments Inc - The report was signed by Joshua J. Whipple, Chief Financial Officer of Global Payments Inc., on August 6, 2025[197]