Global Payments (GPN) 10-K risk factor changes: FY2022 vs FY2021

If any of the events [added: or conditions] contemplated by the following discussion of risks should occur, our business, financial condition, [added: liquidity,] results of operations [removed: and] [added: and/or] cash flows could suffer [removed: significantly.][added: significantly.*]

Risks Related to Our Business Model and [removed: Operations Including the Use of Technology][added: Operations]

Our [removed: ability] [added: inability] to protect our systems and data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our [removed: customers] [added: customers, card issuers, financial institutions, card networks, partners] and cardholders, adversely affect our continued card network registration or membership and financial institution sponsorship, and expose us to penalties, fines, liabilities and legal claims.

As a result, we follow a defense-in-depth model for cybersecurity, meaning we proactively seek to employ multiple methods at different layers to defend our systems against intrusion and attack and to protect the data we [removed: collect.][added: possess.]

Our computer systems and/or our associated third parties’ computer systems [removed: could be subject] [added: have been, and we expect] to [added: continue to be, targeted for] penetration, and our data protection measures may not prevent unauthorized access.

The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change [removed: frequently and] [added: frequently,] are often difficult to detect and continually evolve and become more sophisticated.

[removed: Computer] [added: In addition, we have experienced and may continue to experience errors, interruptions or delays from computer] viruses and other malware [removed: can be distributed and] [added: that] could [removed: infiltrate] [added: infect] our systems or those of our associated third parties.

[removed: In addition, denial] [added: Denial] of service, ransomware or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities.

Companies we acquire may require [removed: post-closing] implementation of additional cyber defense methods to align with our standards and, as a result, there may be a period of increased risk between the [removed: closing of an] acquisition [added: date] and the completion of such implementation.

[removed: Further,] [added: Furthermore,] certain of our third-party relationships are subject to our vendor management program and governed by written contracts; however, we do not control the actions of our associated third parties, and any problems experienced by these third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or [removed: cyberattacks] [added: cyberattacks, targeted attacks against our employees] and [added: associated third parties and] security breaches, could adversely affect our ability to service our customers or otherwise conduct our business.

Any misuse or compromise of personal information or failure to adequately [removed: enforce] [added: abide by] these contractual requirements could result in liability, protracted and costly litigation and, with respect to misuse of personal information of our customers, lost revenue and reputational harm.

Any type of security breach, attack or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our [removed: reputation and] [added: reputation;] deter existing and prospective customers from using our services or from making digital payments [removed: generally,] [added: generally;] increase our operating expenses in order to contain and remediate the [removed: incident,] [added: incident;] expose us to unanticipated or uninsured [removed: liability,] [added: liability;] disrupt our operations (including potential service [removed: interruptions),] [added: interruptions);] distract our management, increase our risk of litigation or regulatory [removed: scrutiny,] [added: scrutiny;] result in the imposition of penalties and fines under state, federal and [removed: foreign laws or by the card networks, and adversely affect our continued card network registration or membership and financial]

Our removal from [added: the] networks' lists of Payment Card Industry Data Security Standard compliant service providers could mean that existing customers, sales partners or other third parties may cease using or referring [added: others to] our services.

[removed: We may experience software] [added: Software] defects, undetected errors, and development [removed: delays, which] [added: delays] could damage customer relations, [removed: decrease our potential profitability and] expose us to [removed: liability.][added: liability and have an adverse effect on our business, financial condition and results of operations.]

Our [added: core] services are based on software and computing systems that often encounter development delays, and the underlying software may contain undetected errors, viruses or defects.

Defects in our software services [removed: and] [added: or] errors or delays in our processing of digital transactions could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential customers, harm to our reputation and exposure to liability claims.

[removed: In addition, we] [added: We] rely on technologies and software supplied by third parties that may also contain undetected errors, viruses or defects that could have a material adverse effect on our business, financial [removed: condition,] [added: condition and] results of [removed: operations and cash flows.][added: operations.]

Our systems and operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire, climate-related events, including extreme weather events, natural disasters, pandemics, power loss, telecommunications failure, terrorist acts, war, unauthorized entry, [added: malicious attack,] human error, and computer viruses or other defects.

[removed: Defects] [added: We have been and continue to be exposed to defects] in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures, or other difficulties (including those related to system [removed: relocation)] [added: relocation), which] could result in loss of revenues, loss of customers, loss of merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, fines and other sanctions imposed by card networks, and/or diversion of technical and other resources.

There is also a risk that third-party suppliers of hardware and infrastructure required to support our employee productivity or our [removed: vendors] [added: suppliers] could be affected by supply chain disruptions, such as manufacturing and shipping delays.

Some of these competitors utilize proprietary software and [removed: service solutions.]

If these nontraditional competitors gain a greater share of total digital payments transactions, it could have [removed: a material] [added: an] adverse effect on our business, financial condition, results of operations and cash flows.

To stay competitive, we may have to increase the incentives that we offer to our distributors and reduce the prices of our services, which could adversely affect our financial [removed: position, operating] [added: condition,] results [added: of operations] and cash flows.

In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, [added: products,] mobile payment applications, ecommerce services and other new offerings emerging in the payments technology industry.

As a result of these factors, our development efforts could result in higher [removed: costs that could reduce our earnings in addition to] [added: costs,] a loss of revenues and [added: lower] earnings [added: and cash flows] if promised new services are not delivered timely to our customers or do not perform as anticipated.

In order to provide our Visa and Mastercard transaction processing services, we must be either a direct member or [removed: be] registered as a merchant processor or service provider of Visa and Mastercard, respectively.

If we [removed: are] [added: were] unable to find a replacement financial institution to provide sponsorship or attain direct membership, we may no longer be able to provide processing services to affected customers and potential customers in that market, which would negatively affect our revenues, earnings and cash flows.

Our sponsors' discretionary actions under these agreements could have a material adverse effect on our business, financial [removed: condition,] [added: condition and] results of [removed: operations and cash flows.][added: operations.]

The rules of the card networks may be influenced by card issuers, and some of those issuers also provide acquiring services and [removed: are our competitors or] [added: may be] our [removed: customers in both the Merchant Solutions and Issuer Solutions segments.][added: competitors.]

[removed: If we fail to comply with the applicable requirements of the] card networks, the card networks could seek to fine us, suspend us or terminate our registrations or membership.

If [removed: a merchant or an ISO customer fails] [added: we fail] to comply with the applicable [added: requirements of the]

[added: If a merchant fails to comply with the applicable] requirements of the card associations and networks, [removed: we or] [added: we,] the merchant [removed: or ISO] [added: or, in some cases the ISO,] could be subject to a variety of fines or penalties that may be levied by the card associations or networks.

If we cannot collect or pursue collection of such amounts from the applicable merchant [removed: or] [added: or, in some cases the] ISO, we may have to bear the cost of such fines or penalties, resulting in lower earnings for us.

Our [removed: Business and] Consumer Solutions segment relies on certain relationships with issuing banks, distributors, marketers and brand partners.

The loss of such relationships, or if we are unable to maintain such relationships on terms that are favorable to us, may materially adversely affect our business, financial [removed: position, operating] [added: condition,] results [added: of operations] and cash flows.

Our [removed: Business and] Consumer Solutions segment relies on arrangements that we have with issuing banks to provide us with critical [removed: products and] services, including the FDIC-insured depository accounts tied to the cards and accounts we manage, access to the ATM networks, membership in the card associations and network organizations and other banking services.

The majority of our active [removed: Business and] Consumer Solutions cards and accounts are issued or opened through Meta Payment Systems ("MetaBank").

If any material adverse event were to affect MetaBank's or another of our critical issuing banks, or [removed: we were to lose] [added: if our relationship with] MetaBank or another critical [removed: bank,] [added: bank were terminated,] or MetaBank or another critical bank grew to a size such that it was no longer able to avail itself of certain regulatory exemptions for small banks, we may be forced to find an alternative provider for these critical banking services.

Any change in the issuing banks could disrupt the business or result in arrangements with new banks that are less favorable to us than those we have with our existing issuing banks, either of which could have a material adverse effect on our business, financial [removed: position, operating] [added: condition,] results [added: of operations] and cash flows.

Furthermore, our [removed: Business and] Consumer Solutions segment depends in large part on establishing agreements with distributors, marketers and brand partners, primarily alternative financial services providers, as well as grocery and convenience stores and other traditional retailers.

foreign laws or by the card networks, and adversely affect our continued card network registration or membership and financial institution sponsorship.

Any of the foregoing could adversely affect our business, financial condition or results of operation.

In instances in which we rely on third-party software in conjunction with any disaster recovery functions, we could be adversely affected by the vendor’s unresponsiveness or other failures.

In addition, our insurance may not be adequate to compensate us for all losses or failures that may occur.

service solutions.

and our ability to penetrate these markets.

For example, the invasion of Ukraine by Russia and any further actions in response thereto could have lasting impacts on Ukraine as well as other regional and global economies.

Core risks are in the area of valuation (negotiating a fair price for the business based on sometimes limited diligence) and integration and conversion

From time to time, we may divest businesses that do not meet our strategic objectives.

For instance, we recently entered into agreements to sell both our consumer and gaming businesses.

We may not be able to complete desired divestitures on terms favorable to us.

Losses on the sales of, or lost operating income from, those businesses could negatively affect our profitability and margins.

Moreover, we have incurred and in the future may incur asset impairment charges related to potential divestitures that reduce our profitability.

Our divestiture activities may also present financial, managerial, and operational risks.

Those risks include diversion of management attention from our other businesses, difficulties separating personnel and systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers.

Any of these factors could adversely affect our financial condition and results of operations.

Failure to comply with regulations or guidelines may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of civil and

Continuing developments in privacy and data protection regulation globally, combined with the rapid pace of technology innovation, have created risks and operational challenges for many of our business activities as described in "Item 1 - Business." As the regulatory environment remains unpredictable and subject to rapid change, new obligations could increase the cost and complexity of compliance.

Evolving regulations also increase the risk of investigations, fines, non-monetary penalties, and litigation.

Much of our business is obligated, either under law or via contracts with our customers, to comply with anti-money laundering regulations.

Noncompliance with these regulations could lead to substantial regulatory fines and penalties or damages from private causes of action.

The effect of the regulations could harm our business and financial condition.

Furthermore, certain of our businesses are regulated as money transmitters or otherwise require licensing in one or more states or jurisdictions, subjecting us to various licensing, supervisory and other requirements.

earnings from these relationships, potentially resulting in a significant decline in revenue from the Consumer Solutions segment.

In August 2022, the Inflation Reduction Act of 2022 was signed into law.

This law, among other things, provides for a corporate alternative minimum tax on adjusted financial statement income (effective for us in 2023), and an excise tax on corporate stock repurchases (effective for our share repurchases after December 31, 2022), and we are continuing to evaluate the effect it may have on our financial condition and results of operations.

Future changes in enacted tax rates could negatively affect our results of operations.

out of particular jurisdictions.

technology.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selected assets or reduce or delay planned capital, operating or investment expenditures.

Such measures may not be sufficient to enable us to service our debt, which could result in us defaulting on our obligations.

In addition, adverse economic conditions or any downgrades in our credit ratings could affect our ability to obtain additional financing in the future and could negatively affect the terms of any such financing.

Such developments include, but are not limited to, the effectiveness of preventative measures implemented to help limit the spread of the virus, including vaccine administration rates and efficacy, emergence of new virus variants and new waves of infection and the direction or extent of future restrictive actions that may be imposed by governments or public health authorities.

Risks associated with heightened geopolitical and economic instability, such as those resulting from the invasion of Ukraine by Russia, include among others, reduction in consumer, government or corporate spending, international sanctions, embargoes, heightened inflation and actions taken by central banks to counter inflation, volatility in global financial markets, increased cyber disruptions or attacks, higher supply chain costs and increased tensions between the United States and countries in which we operate, which could result in charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses, and could adversely affect our financial condition and results of operations.

Furthermore, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time

consuming, and are subject to evolving reporting standards and/or contractual obligations.

As a result, the market price of our common stock could decline and you may lose all or part of your investment in our common stock.*

institution sponsorship.

Due to a variety of

The future magnitude, duration and effects of the COVID-19 pandemic are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets.

Certain of our subsidiaries are subject to, among others, privacy, anti-money laundering and debt collection regulations.

U.S. persons from engaging in transactions with certain prohibited persons or entities.

An unfavorable resolution, therefore, could negatively affect our financial position, results of operations and cash flows in the current and/or future periods.

If our policies and procedures are not fully effective or if we are not always

The transition away from the London Interbank Offered Rate ("LIBOR") benchmark interest rate and the adoption of alternative benchmark reference rates could adversely affect our business, financial condition, results of operations and cash flows.

A portion of our indebtedness bears interest at a variable rate based on LIBOR.

Furthermore, we have entered into hedging instruments to manage our exposure to fluctuations in the LIBOR benchmark interest rate.

Effective January 1, 2022, the publication of LIBOR on a representative basis ceased for the one-week and two-month USD LIBOR settings and all sterling, yen, euros, and swiss franc LIBOR settings.

All other remaining USD LIBOR settings will cease July 1, 2023.

As described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying consolidated financial statements, to facilitate an orderly transition from LIBOR to alternative benchmark rates, the Company established an initiative led by internal subject matter experts to assess and mitigate risks associated with the discontinuance of LIBOR.

In connection with the sunset of certain LIBOR reference rates occurring at the end of 2021, we amended the Unsecured Revolving Credit Agreement in December 2021 to replace LIBOR as administered by the ICE Benchmark Administration with the Sterling Overnight Index Average Reference Rate and the Euro Interbank Offered Rate for

any extension of credit denominated in sterling or euros, respectively.

We continue to monitor developments related to the upcoming transition from USD LIBOR to an alternative benchmark reference rate after June 30, 2023.

The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate ("SOFR") as its recommended alternative to USD LIBOR, and the Federal Reserve Bank of New York began publishing SOFR rates in April 2018.

At this time, the effects of the phase out of USD LIBOR and the adoption of alternative benchmark rates have not been fully determined.

A failure to properly transition away from USD LIBOR could adversely affect the Company’s borrowing costs or expose the Company to various financial, operational and regulatory risks, which could affect the Company’s results of operations and cash flows.

initiatives and opportunities, working capital and other general corporate needs, and (3) limiting our ability to incur certain kinds or amounts of additional indebtedness, which could restrict our flexibility to react to changes in our business, our industry and economic conditions.

Risks related to the COVID-19 pandemic

Our business has been and will likely continue to be negatively affected by the COVID-19 pandemic.

The COVID-19 pandemic continues to adversely affect global commercial activity and has contributed to significant volatility in the financial markets.

Since early 2020, our financial results were affected by decreased spending and transaction volumes, due to closures of or slowdowns of certain of our customer businesses throughout North America, Europe and Asia Pacific.

While we have seen and continue to see signs of economic recovery, which has positively affected our financial results in 2021 compared to the prior year, the rate of recovery on a global basis has been and may continue to be affected by additional developments related to COVID-19.

We have experienced and may continue to experience adverse effects due to a number of operational factors, including but not limited to:

- Third-party disruptions due to COVID-19, including potential outages and service effects at network providers, call centers and other suppliers due to restrictions or closures imposed in relation to the pandemic;

- Increased cyber and payment fraud risk related to COVID-19, as malicious third parties attempt to profit from the disruption, given increased online banking, e-commerce, remote work and other online activity;

- Challenges to the availability and reliability of our solutions and services due to changes to operations, including the possibility of one or more clusters of COVID-19 cases occurring at our facilities, affecting key employees or a significant portion of our workforce or third parties on which we depend, or global supply chain disruptions;

- Increased operational, business continuity and cybersecurity risk resulting from a number of our employees working remotely as a result of the pandemic; and

- Workforce effects, such as difficulty recruiting, retaining, training, motivating and developing employees due to evolving health and safety requirements and protocols, changing worker expectations and talent marketplace variability regarding flexible work models.

Such developments include, but are not limited to, the ultimate severity, scope and duration of the pandemic and the preventative measures implemented to help limit the spread of the illness, vaccine administration rates and efficacy, resurgence of COVID-19 cases and emergence of new more contagious or vaccine-resistant virus variants that may cause people to self-quarantine or governments to shut down nonessential businesses again and how soon and to what extent normal economic conditions, operations and demand for our services can resume.

In addition, many of the other risk factors described herein are heightened by the effects of the COVID-19 pandemic and related economic conditions, which in turn could materially adversely affect our business, financial condition, access to financing, results of operations and liquidity.

A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the United States,

which could adversely affect our operations.

In January 2020, the U.K. formally withdrew from the EU in an action commonly known as Brexit.

It remains possible that the level of economic activity in this region will be adversely affected by Brexit and that there will be increased regulatory and legal complexities, including those relating to tax, trade, data transfers, security and employees.

Such changes could be costly and potentially disruptive to our operations and business relationships in these markets.

Economic uncertainty related to Brexit, including volatility in global stock markets and currency exchange rates, could adversely affect our business.

Discussions of our results of operations for the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019] [added: 2020] that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] which was filed with the United States Securities and Exchange Commission on February [removed: 19, 2021.][added: 18, 2022.]

See "Note [removed: 2—Acquisitions"] [added: 8—Other Assets"] in the notes to the accompanying consolidated financial statements for further discussion of [removed: the Merger.][added: this transaction.]

[removed: We operate in] [added: Our] three reportable [removed: segments:] [added: segments now are:] Merchant Solutions, Issuer Solutions and [removed: Business and] Consumer Solutions.

See "Note [removed: 16—Segment] [added: 17—Segment] Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.

We [removed: also] [added: have grown organically as well as through acquisitions and] continue to invest in new technology [removed: solutions,] [added: solutions and innovation,] infrastructure to support our growing business and the continued 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 cloud-based solutions available to customers, along with migration of certain underlying technology platforms to cloud environments to enhance [removed: performance] [added: performance, improve speed to market] and drive cost efficiencies.

We also continue to [removed: execute on] [added: enhance our business operating model through execution of] merger and integration [added: and other] activities, [removed: primarily related to the Merger,] such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

Highlights related to our financial condition at December 31, [removed: 2021] [added: 2022] and results of operations for the year then ended include the following:

- Consolidated revenues for the year ended December 31, [removed: 2021] [added: 2022] increased to [removed: $8,523.8] [added: $8,975.5] million, compared to [removed: $7,423.6] [added: $8,523.8] million for the prior year.

The increase in consolidated revenues [removed: is] [added: was] primarily due to an increase in transaction volumes [removed: from continued economic recovery] as [removed: COVID-19 restrictions eased and] [added: a result of growth in our customer base,] acceleration in the use of digital payment [removed: solutions.][added: solutions and continued economic recovery from the effects of the COVID-19 pandemic, partially offset by the effects of unfavorable foreign currency exchange rates.]

[removed: -] Consolidated operating income for the year ended December 31, [removed: 2021 increased to $1,358.9] [added: 2022 was $640.2] million, compared to [removed: $894.0] [added: $1,358.9] million for the prior year.

[removed: Operating margin] [added: Consolidated revenues] for the year ended December 31, [removed: 2021] [added: 2022] increased [added: by 5.3%] to [removed: 15.9%] [added: $8,975.5 million,] compared to [removed: 12.0%] [added: $8,523.8 million] for the prior year.

- We [removed: expanded] [added: have executed on] our business [added: strategy] through the execution of several [added: recent] strategic [removed: acquisitions.][added: transactions as follows:]

- Our capital allocation priorities were supported by the successful issuance of new senior [removed: unsecured notes.][added: notes, convertible notes and an increased credit facility during 2022.]

◦On [removed: November] [added: August] 22, [removed: 2021,] [added: 2022,] we issued [removed: $2.0] [added: $2.5] billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal amount of [removed: 1.500%] [added: 4.950%] senior notes due [removed: November 2024;] [added: August 2027;] (ii) [added: $500.0 million aggregate principal amount of 5.300% senior notes due August 2029; (iii)] $750.0 million aggregate principal amount of [removed: 2.150%] [added: 5.400%] senior notes due [removed: January 2027;] [added: August 2032;] and [removed: (iii)] [added: (iv)] $750.0 million aggregate principal amount of [removed: 2.900%] [added: 5.950%] senior notes due [removed: November 2031.][added: August 2052.]

We used the net proceeds from the offering to repay the outstanding indebtedness under our [removed: revolving credit facility] [added: Prior Credit Facility] and for general corporate purposes.

We used the net proceeds from [removed: the] [added: this] offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our [removed: revolving credit facility] [added: Prior Credit Facility] and for general corporate purposes.

We expect to continue to expand into new markets [removed: internationally] and [added: pursue additional acquisitions and joint ventures in existing markets to] increase our scale and improve our [removed: competitiveness in existing markets by pursuing additional acquisitions and joint ventures.][added: competitiveness.]

The industry continues to grow [added: globally] as a result of wider merchant acceptance and increased use of credit and debit cards, advances in payment processing technology and migration to ecommerce, omnichannel and contactless payment solutions.

[removed: Further,] [added: Furthermore,] the expanding digitization of the economy and availability and access to financial services increases the demand for cards and digital payment solutions, which in turn drives growth in acceptance and transaction volumes.

We anticipate that the continued development of new services and technologies, the emergence of new vertical markets and continued expansion of technology-enabled ecommerce and omnichannel solutions, including expanded scale and market reach through new innovative cloud-based capabilities and strategic partnerships, will be a factor in the growth of our business and our [removed: revenue] [added: revenues] in the future.

For a further discussion of trends, uncertainties and other factors that could affect our continuing operating results, see the section entitled "Risk Factors" in Item [removed: 1A in this Annual Report on Form 10-K.][added: 1A.]

The [added: COVID-19] pandemic has caused and may continue to cause significant disruptions to businesses and markets worldwide through the continued spread of the virus, including through a resurgence of COVID-19 cases or emergence of new [removed: more contagious or vaccine-resistant] virus variants in certain jurisdictions.

While we [removed: continue to see] [added: saw] signs of economic [removed: recovery,] [added: recovery during 2022,] which [removed: has] positively affected our financial results [removed: in 2021] compared to the prior year, the rate of recovery on a global basis has been and may continue to be affected by additional developments related to [removed: COVID-19.][added: other global events and economic conditions.]

For a further discussion of trends, uncertainties and other factors that could affect our [removed: future] [added: continuing] operating [removed: results related to the effects of the COVID-19 pandemic,] [added: results,] see [removed: “Item 1A – Risk Factors.”][added: the section entitled "Risk Factors" in Item 1A.]

We also earn software subscription and licensing fees, as well as other fees [removed: based on] [added: for] specific value-added services that may be unrelated to the number or value of transactions.

Revenues are generally recognized [removed: in] [added: as billed to] the [removed: amount of customer billing,] [added: customer,] net of interchange fees and payment network fees.

In certain of these arrangements, the [removed: ISO] [added: ISO, financial institution or other external partner] receives a share of the customer profitability in the form of a monthly residual payment, which is reflected as a component of selling, general and administrative expenses in the [added: accompanying] consolidated statements of income.

*Issuer Solutions.* Issuer Solutions segment revenues are [added: primarily] derived from long-term processing contracts with financial institutions and other financial services providers.

Most of these [added: customer] contracts have prescribed annual minimums, penalties for early termination, and service level agreements that may affect contractual fees if specific service levels are not achieved.

[removed: *Business and Consumer] [added: *Consumer] Solutions.* [removed: Business and] Consumer Solutions segment revenues principally consist of fees collected from cardholders and fees generated by cardholder activity in connection with the programs that we manage.

Additionally, revenues include fees from B2B [removed: payment] [added: payments] services and [added: other financial service solutions marketed to corporations, including] software-as-a-service (“SaaS”) offerings that [removed: automate key procurement processes and] enable [removed: virtual cards and] [added: accounts payables automation,] integrated [removed: payments options.][added: payments, employer disbursement solutions, and virtual card capabilities.]

[added: *Cost of Service.*] Cost of service consists primarily of salaries, wages and related expenses paid to operations and technology-related personnel, including those who monitor our transaction processing systems and settlement functions; the cost of transaction processing systems, including third-party services; the cost of network telecommunications capability; depreciation and occupancy costs associated with the facilities supporting these functions; amortization of intangible assets; amortization of costs to fulfill customer contracts; provisions for operating losses; and, when applicable, integration expenses.

[added: *Selling, General and Administrative Expenses.*] Selling, general and administrative expenses consist primarily of salaries, wages, commissions and related expenses paid to sales personnel, customer support functions other than those supporting [removed: revenue,] [added: revenues,] administrative employees and management; share-based compensation expense; amortization of costs to obtain customer contracts; residuals paid to ISOs; fees paid to VARs, independent contractors and other third parties; other selling expenses; occupancy costs of leased space directly related to these functions; advertising costs; and, when applicable, acquisition and integration expenses.

Overhead and shared expenses, including share-based compensation, are not allocated to segment operations; they are reported in the caption "Corporate." [removed: Similarly, we refer to "operating margin" regarding segment operations, which is calculated by dividing] [added: Impairment of goodwill and gains or losses on business dispositions are also not included in determining] segment operating [removed: income by segment revenues.][added: income.]

Year Ended December 31, [removed: 2021] [added: 2022] Compared to Year Ended December 31, [removed: 2020][added: 2021]

The following table sets forth key selected financial data for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] this data as a percentage of total revenues, and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are derived from the accompanying consolidated financial statements included in "Item 8 - Financial Statements and Supplementary Data."

| (dollar amounts in thousands) | | | [removed: 2021] [added: 2022] | | | | | | % of Revenue(1) | | | | | | [removed: 2020] [added: 2021] | | | | | | % of Revenue(1) | | | | | | Change | | | | | | % Change | | |

| Operating income [removed: (loss)(2)(3):] [added: (loss)(2):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

During 2022, as a result of the pending divestiture of our consumer business and changes in how our business is managed, we realigned the businesses previously comprising our Business and Consumer Solutions segment to include the business-to-business ("B2B") portion within our Issuer Solutions segment and the consumer portion forming our new Consumer Solutions segment.

The presentation of segment information for the years ended December 31, 2021 and 2020 has been recast to align with the segment presentation for the year ended December 31, 2022.

Realignment of the B2B portion of our former Business and Consumer Solutions segment into our Issuer Solutions segment did not have a material effect on our comparison of the segment results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020.

- Merchant Solutions segment and Issuer Solutions segment operating income and operating margin for the year ended December 31, 2022 increased compared to the prior year primarily due to the favorable effect of increases in revenues, since certain fixed costs do not vary with revenues, and continued prudent expense management, partially offset by the effects of unfavorable foreign currency exchange rates.

- Consolidated operating income for the year ended December 31, 2022 included the unfavorable effects of an $833.1 million goodwill impairment charge related to our former Business and Consumer Solutions reporting unit, a charge of $71.9 million to reduce the carrying amount of the consumer business disposal group to estimated fair value less costs to sell and a $127.2 million loss related to the sale of our Merchant Solutions business in Russia.

◦On August 1, 2022, we entered into a merger agreement to acquire EVO Payments, Inc. (“EVO”) for total purchase consideration of approximately $4 billion.

EVO is a leading payment technology and services provider, offering an array of payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

The acquisition is expected to close in the first quarter of 2023, subject to customary closing conditions.

◦On July 31, 2022, we entered into a definitive agreement to sell the consumer portion of our Netspend business for $1 billion, subject to certain closing adjustments.

In connection with the sale, we will provide $675 million of seller financing and a first lien five-year $50 million secured revolving facility that will be available from the date of closing of the sale.

The transaction is expected to close in the first quarter of 2023, subject to required regulatory approvals and other customary closing conditions.

◦On December 6, 2022, we entered into a definitive agreement to sell our gaming business for approximately $400 million, subject to certain closing adjustments.

The transaction is expected to close in the first quarter of 2023 and is subject to customary terms and conditions, including any required regulatory approvals.

◦On August 8, 2022, we issued $1.5 billion in aggregate principal amount of 1.000% convertible unsecured senior notes (the “Convertible Notes”) due 2029 in a private placement pursuant to an investment agreement with Silver Lake Partners.

The Convertible Notes are convertible at the option of the holder at any time after 18 months into cash and shares of our common stock based on an initial conversion rate of 7.1089 shares of common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $140.67 per share).

◦In connection with the issuance of the Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions to hedge the potential dilutive effect upon conversion of the Convertible Notes or offset our cash obligation if the cash settlement option were to be elected.

◦On August 19, 2022, we entered into a credit agreement for an unsubordinated unsecured $5.75 billion revolving credit facility (the "Revolving Credit Facility"), and all borrowings outstanding and other amounts due under our prior credit facility (the "Prior Credit Facility") were repaid and the Prior Credit Facility was terminated.

Macroeconomic Effects and Other Global Conditions

*Risks Related to Macroeconomic Conditions*

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

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.

During 2022, the U.S. dollar strengthened against most foreign currencies in the markets in which we operate.

For the year ended December 31, 2022, currency exchange rate fluctuations decreased our consolidated revenues by approximately $164.4 million and decreased our operating income by approximately $60.4 million, calculated by converting revenues and operating income for the current year in local currencies using exchange rates for the prior year.

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 also continue to closely monitor developments related to other macroeconomic conditions, including continued inflation and rising interest rates.

We have reduced our interest rate risk through issuance of fixed rate debt in place of variable rate debt.

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 result in an adverse effect on our future financial results and the recoverability of assets; however, as the future magnitude, duration and effects of these conditions are difficult to predict at this time, we are unable to predict the extent of the potential effect on our financial results.

The pandemic and measures to prevent its spread have affected and may continue to affect our financial results in various geographic locations as a result of volatility in spending and transaction volumes as governments implement or ease restrictions in response to the virus.

While we saw signs of economic recovery during 2022, which positively affected our financial results, some countries have faced more challenging circumstances in trying to contain a resurgence of infections.

Although the immediate effects of the COVID-19 pandemic have been assessed, the long-term effects on future global economic conditions and related effects on our business and financial condition are difficult to predict.

*Invasion of Ukraine by Russia*

We continue to evaluate the potential effects on our business from other economic conditions and global events, including the ongoing invasion of Ukraine by Russia that began in February 2022.

Prior to its sale, our business in Russia represented an immaterial portion of our operations and financial results.

We have no team members or operations in Ukraine.

The invasion of Ukraine by Russia and the related sanctions and other measures imposed in response to this situation have increased the level of economic and political uncertainty in Russia and other areas of the world.

The extent to which the effects of the invasion of Ukraine by Russia will affect the global economy and our operations outside of Russia is difficult to predict at this time.

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

In addition, in discussing segment operations we refer to "operating margin," which is calculated by dividing segment operating income by segment revenues.

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS") (the "Merger") for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

Consolidated operating results for the years ended December 31, 2020 and 2021 each reflect a full year of the acquired operations of TSYS, while consolidated operating results for the year ended December 31, 2019 include the acquired operations of TSYS only from the acquisition date through December 31, 2019.

We have grown organically as well as through acquisitions.

The increase in consolidated operating income and operating margin for the year ended December 31, 2021 is primarily due to the increase in revenues and favorable effects of Merger-related cost synergies.

◦On June 10, 2021, we acquired Zego, a real estate technology company that provides a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States, for cash consideration of approximately $933 million.

This acquisition aligns with our technology-enabled, software driven strategy and expands our business into a new vertical market.

◦During the year ended December 31, 2021, we completed other strategic business acquisitions for an aggregate purchase price of approximately $963 million.

Our acquisition of MineralTree, a leading provider of accounts payable automation and B2B payments solutions, expands our target addressable market and provides incremental avenues for growth in one of the most attractive technology markets.

Our acquisitions of the Bankia merchant services business and Worldline's PayOne Austrian acquiring business deepen our presence in Europe and expand the scale of our distribution and technologies.

◦On February 26, 2021, we issued $1.1 billion aggregate principal amount of 1.200% senior unsecured notes due March 2026.

*COVID-19 Update*

Since early 2020, the global economy has been affected by the COVID-19 pandemic.

Beginning in mid-March 2020, our financial results were affected by decreased spending and transaction volumes, as governments implemented measures in an effort to contain the virus, including lockdowns, physical distancing, travel restrictions, limitations on public gatherings, work from home and restrictions on nonessential businesses.

We saw improvement in our financial results during the latter half of 2020 and in 2021, driven by an increase in spending and transaction volumes as a result of an ease in restrictions and distribution of economic stimulus provided by certain governments and continued vaccine distribution.

At the onset of the pandemic, we took early actions to preserve our available capital and provide financial flexibility in response to the effects of COVID-19 on our business, including the temporary reduction of certain operating expenses, employee compensation costs, other discretionary spending and planned capital expenditures, adding to the strength of our financial profile.

Certain operating expenses, capital expenditures and other investments in the business have recently returned to more normalized levels.

We expect to continue to make significant capital investments in the business while also continuing to manage other discretionary spending.

We continue to closely monitor the COVID-19 pandemic; however, the implications on future global economic conditions and related effects on our business and financial condition are difficult to predict due to continuing uncertainties around the ultimate severity, scope and duration of the pandemic, vaccine administration rates and efficacy, resurgence of COVID-19 cases and emergence of new more contagious or vaccine-resistant virus variants and the direction or extent of current or future restrictive actions that may be imposed by governments or public health authorities.

We have recently commenced a strategic evaluation of the consumer portion of this segment with the intent to focus on our growing B2B portfolio.

*Cost of Service*

*Selling, General and Administrative Expenses*

| Merchant Solutions | | | $ | 5,665,557 | | | | | 66.5 | | % | | | | $ | 4,688,335 | | | | | 63.2 | | % | | | | $ | 977,222 | | | | | 20.8 | | % |

| Issuer Solutions | | | 2,065,971 | | | | | | 24.2 | | % | | | | 1,981,435 | | | | | | 26.7 | | % | | | | 84,536 | | | | | | 4.3 | | % |

| Business and Consumer Solutions | | | 886,443 | | | | | | 10.4 | | % | | | | 829,505 | | | | | | 11.2 | | % | | | | 56,938 | | | | | | 6.9 | | % |

| Intersegment eliminations | | | (94,209) | | | | | | (1.1) | | % | | | | (75,717) | | | | | | (1.0) | | % | | | | (18,492) | | | | | | 24.4 | | % |

| Consolidated revenues | | | $ | 8,523,762 | | | | | 100.0 | | % | | | | $ | 7,423,558 | | | | | 100.0 | | % | | | | $ | 1,100,204 | | | | | 14.8 | | % |

| Cost of service | | | $ | 3,773,725 | | | | | 44.3 | | % | | | | $ | 3,650,727 | | | | | 49.2 | | % | | | | $ | 122,998 | | | | | 3.4 | | % |

| Selling, general and administrative | | | 3,391,161 | | | | | | 39.8 | | % | | | | 2,878,878 | | | | | | 38.8 | | % | | | | 512,283 | | | | | | 17.8 | | % |

| Operating expenses | | | $ | 7,164,886 | | | | | 84.1 | | % | | | | $ | 6,529,605 | | | | | 88.0 | | % | | | | $ | 635,281 | | | | | 9.7 | | % |

| Merchant Solutions | | | $ | 1,725,990 | | | | | 20.2 | | % | | | | $ | 1,162,741 | | | | | 15.7 | | % | | | | $ | 563,249 | | | | | 48.4 | | % |

| Issuer Solutions | | | 301,119 | | | | | | 3.5 | | % | | | | 277,651 | | | | | | 3.7 | | % | | | | 23,468 | | | | | | 8.5 | | % |

| Business and Consumer Solutions | | | 167,777 | | | | | | 2.0 | | % | | | | 138,630 | | | | | | 1.9 | | % | | | | 29,147 | | | | | | 21.0 | | % |

| Corporate | | | (836,010) | | | | | | (9.8) | | % | | | | (685,069) | | | | | | (9.2) | | % | | | | (150,941) | | | | | | 22.0 | | % |

| Operating income | | | $ | 1,358,876 | | | | | 15.9 | | % | | | | $ | 893,953 | | | | | 12.0 | | % | | | | $ | 464,923 | | | | | 52.0 | | % |

| Issuer Solutions | | | 14.6 | | % | | | | | | | | | | 14.0 | | % | | | | | | | | | | 0.6 | | % | | | | | | |

| Business and Consumer Solutions | | | 18.9 | | % | | | | | | | | | | 16.7 | | % | | | | | | | | | | 2.2 | | % | | | | | | |

Starting in mid-March 2020, COVID-19 began to have an unfavorable effect on transaction volumes and on our revenues.

Starting in mid-March 2020, COVID-19 began to have an unfavorable effect on our revenues as a result of a reduction in transaction volumes and restrictions on certain of our customer businesses throughout North America, Europe and Asia Pacific.

We saw improvement in our financial results during the latter half of 2020 and in 2021 as certain governments eased pandemic-related restrictions and consumer and business spending increased.

Revenues for the year ended December 31, 2021 increased compared to the prior year due to an increase in transaction volumes from continued economic recovery as COVID-19 restrictions eased and acceleration in the use of digital payment solutions.

For the year ended December 31, [removed: 2021,] [added: 2022,] currency exchange rate fluctuations [removed: increased] [added: decreased] our consolidated revenues by approximately [removed: $90.7] [added: $164.4] million and [removed: increased] [added: decreased] our operating income by approximately [removed: $38.5] [added: $60.4] million compared to the prior year, calculated by converting revenues and operating income, respectively, for the current year, excluding revenues and operating income from current year acquisitions, in local currencies using exchange rates for the prior year.

For the year ended December 31, [removed: 2021,] [added: 2022,] our transaction gains and losses were insignificant.

We have [removed: a senior unsecured $2.0 billion term loan facility and a senior] [added: an unsubordinated] unsecured [removed: $3.0] [added: $5.75] billion revolving credit facility, as well as various lines of credit that we use to fund settlement in certain of our markets, each of which bears interest at rates that are based on market rates and fluctuate accordingly.

As of December 31, [removed: 2021,] [added: 2022,] the amount outstanding under these variable-rate debt arrangements and settlement lines of credit was [removed: $2.5 billion.][added: $747.1 million.]

Based on balances outstanding under variable-rate debt agreements and invested cash balances at December 31, [removed: 2021,] [added: 2022,] a hypothetical increase of 50 basis points in applicable interest rates as of December 31, [removed: 2021] [added: 2022] would increase our annual interest expense by approximately [removed: $5.6] [added: $3.1] million and increase our annual interest income by approximately [removed: $1.5] [added: $3.0] million.

When a foreign subsidiary is divested in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified from the separate component of equity into our consolidated statement of income.

We have entered into interest rate swaps that reduce a portion of our exposure to market interest rate risk on certain of our variable-rate debt as discussed in "Note 8—Long-Term Debt and Lines of Credit" in the notes to our accompanying consolidated financial statements.

A portion of our indebtedness bears interest at a variable rate based on the USD London Interbank Offered Rate ("LIBOR").

Furthermore, we have entered into hedging instruments to manage our exposure to fluctuations in the USD LIBOR benchmark interest rate.

To facilitate an orderly transition from USD LIBOR to alternative benchmark rates, the Company established an initiative led by internal subject matter experts to assess and mitigate risks associated with the discontinuance of USD LIBOR.

We continue to monitor developments related to the anticipated transition from USD LIBOR to an alternative benchmark reference rate and evaluate the related risks in connection with transitioning contracts to a new alternative rate, which primarily include loan interest payments and amounts received and paid on interest rate swaps.

Additionally, we maintain contact with our lenders and other stakeholders to evaluate the potential effects of these changes on any future financing activities.

While we currently expect certain USD LIBOR benchmark rates to be available until June 30, 2023, it is possible that USD LIBOR will become unavailable prior to that time.

This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator.

In that case, the risks associated with the transition to an alternative reference rate will be accelerated.

We are a leading payments technology company delivering innovative software and services to approximately 4.0 million merchant locations and more than [removed: 1,350] [added: 1,500] financial institutions across more than 170 countries throughout North America, Europe, Asia-Pacific and Latin America.

The COVID-19 pandemic [removed: has] further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and [added: the] expansion of ecommerce, omnichannel and contactless payment solutions.

[removed: This] [added: The] increased use of cards and the availability of more sophisticated technology services to all market segments has resulted in an increasingly competitive and specialized industry.

[removed: - *Global] [added: *•Global] Footprint and Distribution* - Our worldwide presence allows us to focus our investments on markets with promising gross domestic product fundamentals and favorable secular trends, makes us more attractive to customers with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk.

- *Technology Solutions -* We provide innovative technology-based solutions, including enterprise software [added: and other ecommerce enablement] solutions, that enable our customers to operate their business more [removed: efficiently] [added: efficiently, increase sales] and simplify the payments process, regardless of the channel through which the transaction occurs.

Recent [removed: Acquisitions][added: Business Acquisitions and Dispositions]

[removed: On June 10, 2021, we acquired] [added: Through] Zego, [removed: a real estate technology company that provides] [added: we offer] a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United [removed: States, for cash consideration of approximately $933 million.][added: States.]

See "Note 2—Acquisitions" [added: and “Note 3—Business Dispositions”] in the notes to the accompanying consolidated financial statements for further discussion of these [removed: acquisitions.][added: and other recent transactions.]

[removed: We operate in] [added: Our] three reportable [removed: segments:] [added: segments now are:] Merchant Solutions, Issuer Solutions and [removed: Business and] Consumer Solutions.

See "Note [removed: 16—Segment] [added: 17—Segment] Information" in the notes to the accompanying consolidated financial statements for additional information about our segments, including revenues, operating income and depreciation and amortization by segment as well as financial information about geographic areas in which we operate.

We also provide a variety of value-added solutions and services, including specialty point-of-sale software, [removed: analytic] [added: analytics] and customer engagement, human capital management and payroll and reporting that assist our customers with driving demand and operating their businesses more efficiently.

We also earn software subscription and licensing fees, as well as other fees [removed: based on] [added: for] specific value-added [removed: services] [added: services,] that may be unrelated to the number or value of transactions.

We grow our integrated solutions business when new or existing merchants enable payments services through enterprise software solutions sold by our partners, [removed: including existing and] [added: both] new [removed: partners.][added: and existing.]

[removed: At the university level,] [added: For colleges and universities,] we offer integrated commerce [added: software] solutions, payment services, [removed: higher education] loan services, credentialing [removed: services and] [added: services,] open- and closed-loop payment [removed: solutions.][added: solutions, hardware, technical support and training.]

For [added: institutions serving] kindergarten through 12th [removed: grade,] [added: grade levels,] we provide ecommerce and in-person payments, cafeteria POS solutions and back-office management software, hardware, technical support and training.

[removed: *•Gaming.*] [added: - *Gaming.*] We offer a comprehensive suite of solutions to the gaming market in North America.

Through Xenial, we offer leading-edge enterprise software and hardware [removed: solutions, integrated] [added: solutions that integrate] with our payment services and other adjacent business service [removed: applications,] [added: applications] to the restaurant and hospitality vertical markets.

We offer ecommerce and omnichannel solutions [removed: to our customers] that seamlessly blend payment gateway services, retail payment acceptance infrastructure and payment technology service capabilities through a unified commerce platform to allow merchants to accept various payment methods through any channel across our geographical footprint.

Credit and debit card transaction processing includes the processing of the world's major international card brands, [removed: including] [added: including, among others,] American Express, Discover Card ("Discover"), JCB, Mastercard, UnionPay International and Visa, as well as certain domestic debit networks, such as Interac in Canada.

During a typical payment transaction, the merchant and the card issuer do not interface directly with each other, but instead rely on payments technology companies, such as Global Payments, to facilitate transaction processing services, including authorization, electronic draft capture, file transfers to facilitate funds settlement and certain exception-based, [removed: back office] [added: back-office] support services such as chargeback resolution.

[removed: In this model, the standards of the card networks restrict us from] performing funds settlement or accessing merchant settlement funds, and, instead, require that these funds be in the possession of the Member until the merchant has been funded.

[removed: A typical payment transaction begins when a cardholder presents a card for payment at a merchant location where the card] [added: The] information is captured by a point-of-sale ("POS") terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by [removed: us.][added: us, or through a POS device or ecommerce portal by one of a number of services that we offer directly or through a value-added reseller.]

After the card and transaction information is captured, the POS device [added: or ecommerce portal] automatically connects to our network through the internet or other communication channel in order to receive authorization of the transaction.

As an illustration, shown below in the sponsorship model, on a $100.00 card [removed: transaction,] [added: transaction] the card issuer may fund the Member, our sponsor, (indirectly through the card network) $98.50 after retaining [removed: approximately] $1.50 referred to as an interchange fee.

The card issuer [removed: seeks] [added: would seek] reimbursement of $100.00 from the cardholder in the cardholder's monthly credit card statement.

The net settlement after this transaction would require us to advance the [removed: Member $1.50.][added: $1.50 interchange fee to the Member.]

After the end of the month, we would bill the merchant a [removed: percentage of] [added: percentage, also known as] the [removed: transaction amount, or] merchant discount, [added: of the transaction amount] to cover the full amount of the interchange fee and our fee from the transaction.

[removed: If our discount rate for] [added: Assuming] the merchant [added: discount] in the above example [removed: was 2.00%,] [added: is 2%,] we [removed: would] bill the merchant $2.00 after the end of the month for the transaction, reimburse ourselves for $1.50 in interchange fees and retain $0.50 as our [removed: fees] [added: fee] for the transaction.

Discount rates vary based on negotiations with merchants and the economic characteristics of [removed: transactions.][added: transactions and take many forms, such as interchange plus our fee or a bundled rate that includes all fees.]

Our profit on [removed: the] [added: a] transaction reflects the [removed: fee received] [added: merchant discount] less [added: interchange fees,] payment network fees and operating expenses, including systems [removed: cost] [added: costs] to process the transaction and commissions paid to our sales force or [removed: ISO.][added: external partner.]

[removed: ][added: ]

In addition, we provide flexible commercial [removed: payments] [added: payments, accounts payable] and [removed: ePayables] [added: electronic payment alternatives] solutions that support B2B payment processes for businesses and governments.

Issuer Solutions segment revenues are [added: primarily] derived from long-term processing contracts with financial institutions and other financial services providers.

[added: Most of these customer contracts] have prescribed annual minimums, penalties for early termination, and service level agreements that may affect contractual fees if [removed: specific] [added: specified] service levels are not achieved.

Issuer Solutions segment revenues also include [added: software subscription, licensing fees,] loyalty redemption services and professional services.

[removed: Business and Consumer] [added: Consumer] Solutions Segment

Our [removed: Business and] Consumer Solutions segment provides general purpose reloadable ("GPR") prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States [removed: and parts of Europe] through our Netspend® and other brands.

Through our [removed: Business and] Consumer Solutions segment, we provide customers with access to depository accounts insured by the Federal Deposit Insurance Corporation ("FDIC") with a menu of features specifically tailored to their needs.

The [removed: Business and] Consumer Solutions segment has an extensive distribution and reload network comprised of financial service centers and other retail locations throughout the United States, and is a program manager for [removed: FDIC-insured depository institutions that provide the services that the Business and Consumer Solutions segment develops, promotes and distributes.]

[removed: Business and] Consumer Solutions currently has active agreements with four [removed: card issuing] [added: card-issuing] banks.

*EVO Payments, Inc.*

On August 1, 2022, we entered into a merger agreement to acquire EVO Payments, Inc. (“EVO”) for total purchase consideration of approximately $4 billion.

EVO is a leading payment technology and services provider, offering an array of payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence and augments our B2B software and payment solutions business.

The acquisition is expected to close in the first quarter of 2023, subject to customary closing conditions.

*Consumer Business*

On July 31, 2022, we entered into a definitive agreement to sell the consumer portion of our Netspend business for $1 billion, subject to certain closing adjustments.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers, including merchants, financial institutions, software partners and technology leaders.

The transaction is expected to close in the first quarter of 2023, subject to required regulatory approvals and other customary closing conditions.

*Gaming Business*

On December 6, 2022, we entered into a definitive agreement to sell our gaming business for consideration of approximately $400 million, subject to certain closing adjustments.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers.

The transaction is expected to close in the first quarter of 2023 and is subject to customary terms and conditions, including any required regulatory approvals.

*Sale of Merchant Solutions Business in Russia*

As a result of economic sanctions that were imposed on individuals and entities in Russia in April 2022 that would have affected our ability to continue normal operations in Russia, we sold our Merchant Solutions business in Russia effective April 29, 2022 for cash proceeds of $9 million.

During 2022, as a result of the pending divestiture of our consumer business and changes in how our business is managed, we realigned the businesses previously comprising our Business and Consumer Solutions segment to include the B2B portion within our Issuer Solutions segment and the consumer portion forming our new Consumer Solutions segment.

On December 6, 2022, we entered into a definitive agreement to sell our gaming business, and that transaction is expected to close in the first quarter of 2023.

*•Zego*.

In this model, the standards of the card networks restrict us from

A typical payment transaction begins when a cardholder presents a card for payment to a merchant at which time card and transaction information, such as the card identification number, transaction date and transaction amount, is captured and transmitted to our network.

FDIC-insured depository institutions that provide the services that the Consumer Solutions segment develops, promotes and distributes.

On July 31, 2022, we entered into a definitive agreement to sell our consumer business, and that transaction is expected to close in the first quarter of 2023.

In each of our business segments, we compete with a large variety of companies - financial institutions, financial technology companies, traditional payment providers, new market entrants, and others, both large and small.

The markets for the services we provide are highly fragmented and competitive.

Many of these providers compete with us across our segments, markets and geographies.

Some of these competitors possess greater financial, sales and marketing resources than we do.

We expect each of our segments to become more competitive over time, as advances in technology enable new entrants, barriers to entry fall and existing providers expand their services, both operationally and geographically.

We compete outside the U.S. with financial institutions in the markets in which we operate, as well as both large providers (such as FIS, Worldline, Nexi) and new entrants (such as Adyen, Block and Stripe).

Our competitors in this segment include, but are not limited to Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen and Stripe.

We expect the number of competitors in this segment to continue to expand.

See the section titled “Risk Factors - Risks Related to Our Business Model and Operations” for further information on the competitive and continuously evolving markets we serve.

Some of this information is also

Our overall workforce strategies are developed and managed by our Chief People Officer, who reports to the CEO.

We remain committed to addressing the ever-changing needs of our team members and finding new ways to improve our culture.

Our DEI strategy reflects the shift in our current workforce, changing business landscape and potential talent and is anchored by three pillars: Leadership Accountability, Inclusive Capability and Engagement.

These efforts are further supported by our Chief Diversity Officer who leads a dedicated and specialized team designated to advance DEI within our Company.

Our Compensation Committee assists the Board in overseeing the Company’s DEI initiatives.

Many of these regulations and laws are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain.

These regulations and laws involve a variety of matters, including privacy and information security, data and personal information protection, money-transmission and payment instrument laws and regulations, consumer protection laws, anti-money laundering and anti-bribery laws, tax, environmental sustainability (including climate change), human rights and security regulations.

For additional information about government regulation and laws applicable to our business and the potential risks associated with future changes in laws or regulations, see "Item 1A - Risk Factors" of this Annual Report on Form 10-K, including the risk factor titled "Legal, Regulatory Compliance and Tax Risks."

This acquisition aligns with our technology-enabled, software driven strategy and expands our business into a new vertical market.

During the year ended December 31, 2021, we completed other strategic business acquisitions for an aggregate purchase price of approximately $963 million.

Our acquisition of MineralTree, a leading provider of accounts payable automation and B2B payments solutions, expands our target addressable market and provides incremental avenues for growth in one of the most attractive technology markets.

Our acquisitions of the Bankia merchant services business and Worldline's PayOne Austrian acquiring business deepen our presence in Europe and expand the scale of our distribution and technologies.

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS") (the "Merger") for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

Alternatively, card and transaction information may be captured and transmitted to our network through a POS device or ecommerce portal by one of a number of services that we offer directly or through a value-added reseller.

The card reader electronically records sales draft information, such as the card identification number, transaction date and transaction amount.

Most of these contracts

We have recently commenced a strategic evaluation of the consumer portion of this segment with the intent to focus on our growing B2B portfolio.

As of December 31, 2021, we believe that we were one of the largest merchant acquirers in the small and medium-sized business segment (merchants who have less than $5 million in annual bankcard sales volume) in the United States.

Advances in technology are also enabling new entrants, some of which depart from traditional payment models.

In addition to financial institutions, competitors in Europe include Ayden N.V. and FIS.

The United States market for third-party issuer processing is primarily serviced by three vendors, including TSYS.

As of December 31, 2021, we believe that we were the largest third-party processor for credit card issuers in North America and one of the largest in Europe based on net revenue from solutions provided to credit card issuers.

As of

December 31, 2021, we believe that we were one of the two largest prepaid program managers in the United States based on gross dollar volume (total spending on the accounts we manage) processed.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our team members as well as the communities in which we operate.

This included enabling the vast majority of our worldwide team members to seamlessly shift to remote work.

The largely cloud-based systems and collaboration tools we use globally facilitated this smooth transition of operations to business continuity mode.

For those team members who continued to work in our offices, and as team members have returned in certain regions in accordance with local guidelines and mandates, we have implemented health and safety protocols to help keep our team members safe, such as:

- Increasing cleaning protocols across all our locations;

- Initiating regular communication regarding effects of the COVID-19 pandemic on our operations, including health and safety protocols and procedures;

- Expanding resources and benefits available to team members, including hosting team member vaccination clinics, free at-home COVID-19 testing and expanded mental health and well-being initiatives;

- Adjusting attendance policies to encourage those who are sick to stay home; and

- Implementing protocols to address actual and suspected COVID-19 cases and potential exposure.

Our inclusion and diversity program focuses on workforce (our team members), workplace (culture, tools and programs) and community.

We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.

We believe all of our team members should be treated with respect and equality, regardless of gender, ethnicity, sexual orientation, gender identity, religious beliefs, or other characteristics; to further this goal, we formally launched an inclusion and diversity initiative in 2018.

In 2020, we undertook a series of initiatives to further enhance our existing diversity and inclusion programs.

Through this plan, our aspirational goals are to:

- Improve diversity at all levels across the company, including increasing the representation of women and minorities in leadership positions;

- Increase team member engagement and awareness through education and participation in diversity and inclusion programs, such as our Conversations of Understanding series we have launched to discuss racial inequality in our communities, and the Inclusion and Diversity Advisory Counsel, consisting of team members worldwide who provide insight and input on the progress of our inclusion and diversity initiatives; and

- Enhance the strategy and initiatives for our ERGs to expand their reach and effectiveness in educating and supporting our team members.

See "Item 1A - Risk Factors" for additional discussion of the potential risks associated with future changes in laws or regulations.

We have obtained licenses to operate as a money transmitter, seller of checks and/or provider of payment instruments in 49 states and the District of Columbia.

banks, distributors and other third parties, privacy and data security policies and procedures and other matters related to our business.

*Privacy, Information Security and Other Business Practices Regulation*

We also face security and operational risks relating to third parties upon whom we rely to facilitate or enable our business activities or upon whom our customers rely.

The effect of the regulations could harm our business and financial condition.

See "Note [removed: 17—Commitments] [added: 18—Commitments] and Contingencies" in the notes to the accompanying consolidated financial statements for information about certain legal matters.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was [removed: $54,617,835,258.][added: $30,255,291,202.]

The number of shares of the registrant's common stock outstanding at February 15, [removed: 2022] [added: 2023] was [removed: 281,968,006] [added: 263,154,052] shares.

Specifically identified portions of the registrant's proxy statement for the [removed: 2022] [added: 2023] annual meeting of shareholders are incorporated by reference in Part III.

[removed: 2021] [added: 2022] ANNUAL REPORT ON FORM 10-K

| ITEM 1. | | | | | | [removed: [BUSINESS](#iaf7770e4cf0e41ae987aea4fecd659f2_16)] [added: [BUSINESS](#ic24409e197ee4d2b96a1e93f70620007_16)] | | | [removed: [4](#iaf7770e4cf0e41ae987aea4fecd659f2_16)] [added: [5](#ic24409e197ee4d2b96a1e93f70620007_16)] | | |

| ITEM 1A. | | | | | | [RISK [removed: FACTORS](#iaf7770e4cf0e41ae987aea4fecd659f2_19)] [added: FACTORS](#ic24409e197ee4d2b96a1e93f70620007_19)] | | | [removed: [16](#iaf7770e4cf0e41ae987aea4fecd659f2_19)] [added: [17](#ic24409e197ee4d2b96a1e93f70620007_19)] | | |

| ITEM 2. | | | | | | [removed: [PROPERTIES](#iaf7770e4cf0e41ae987aea4fecd659f2_22)] [added: [PROPERTIES](#ic24409e197ee4d2b96a1e93f70620007_22)] | | | [removed: [29](#iaf7770e4cf0e41ae987aea4fecd659f2_22)] [added: [30](#ic24409e197ee4d2b96a1e93f70620007_22)] | | |

| ITEM 3. | | | | | | [LEGAL [removed: PROCEEDINGS](#iaf7770e4cf0e41ae987aea4fecd659f2_25)] [added: PROCEEDINGS](#ic24409e197ee4d2b96a1e93f70620007_25)] | | | [removed: [29](#iaf7770e4cf0e41ae987aea4fecd659f2_25)] [added: [30](#ic24409e197ee4d2b96a1e93f70620007_25)] | | |

| ITEM 5. | | | | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#iaf7770e4cf0e41ae987aea4fecd659f2_31)] [added: SECURITIES](#ic24409e197ee4d2b96a1e93f70620007_31)] | | | [removed: [30](#iaf7770e4cf0e41ae987aea4fecd659f2_31)] [added: [31](#ic24409e197ee4d2b96a1e93f70620007_31)] | | |

| ITEM 6. | | | | | | [removed: [\[RESERVED\]](#iaf7770e4cf0e41ae987aea4fecd659f2_34)] [added: [\[RESERVED\]](#ic24409e197ee4d2b96a1e93f70620007_34)] | | | [removed: [32](#iaf7770e4cf0e41ae987aea4fecd659f2_34)] [added: [33](#ic24409e197ee4d2b96a1e93f70620007_34)] | | |

| ITEM 7. | | | | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#iaf7770e4cf0e41ae987aea4fecd659f2_37)] [added: OPERATIONS](#ic24409e197ee4d2b96a1e93f70620007_37)] | | | [removed: [32](#iaf7770e4cf0e41ae987aea4fecd659f2_37)] [added: [33](#ic24409e197ee4d2b96a1e93f70620007_37)] | | |

| ITEM 7A. | | | | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#iaf7770e4cf0e41ae987aea4fecd659f2_49)] [added: RISK](#ic24409e197ee4d2b96a1e93f70620007_49)] | | | [removed: [48](#iaf7770e4cf0e41ae987aea4fecd659f2_49)] [added: [50](#ic24409e197ee4d2b96a1e93f70620007_49)] | | |

| ITEM 8. | | | | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#iaf7770e4cf0e41ae987aea4fecd659f2_52)] [added: DATA](#ic24409e197ee4d2b96a1e93f70620007_52)] | | | [removed: [50](#iaf7770e4cf0e41ae987aea4fecd659f2_52)] [added: [51](#ic24409e197ee4d2b96a1e93f70620007_52)] | | |

| ITEM 9. | | | | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#iaf7770e4cf0e41ae987aea4fecd659f2_142)] [added: DISCLOSURE](#ic24409e197ee4d2b96a1e93f70620007_136)] | | | [removed: [103](#iaf7770e4cf0e41ae987aea4fecd659f2_142)] [added: [105](#ic24409e197ee4d2b96a1e93f70620007_136)] | | |

| ITEM 9A. | | | | | | [CONTROLS AND [removed: PROCEDURES](#iaf7770e4cf0e41ae987aea4fecd659f2_145)] [added: PROCEDURES](#ic24409e197ee4d2b96a1e93f70620007_139)] | | | [removed: [103](#iaf7770e4cf0e41ae987aea4fecd659f2_145)] [added: [105](#ic24409e197ee4d2b96a1e93f70620007_139)] | | |

| ITEM 9B. | | | | | | [OTHER [removed: INFORMATION](#iaf7770e4cf0e41ae987aea4fecd659f2_1774)] [added: INFORMATION](#ic24409e197ee4d2b96a1e93f70620007_142)] | | | [removed: [104](#iaf7770e4cf0e41ae987aea4fecd659f2_1774)] [added: [105](#ic24409e197ee4d2b96a1e93f70620007_142)] | | |

| ITEM 9C. | | | | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#iaf7770e4cf0e41ae987aea4fecd659f2_1768)] [added: INSPECTIONS](#ic24409e197ee4d2b96a1e93f70620007_145)] | | | [removed: [104](#iaf7770e4cf0e41ae987aea4fecd659f2_1768)] [added: [106](#ic24409e197ee4d2b96a1e93f70620007_145)] | | |

| ITEM 10. | | | | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#iaf7770e4cf0e41ae987aea4fecd659f2_151)] [added: GOVERNANCE](#ic24409e197ee4d2b96a1e93f70620007_151)] | | | [removed: [105](#iaf7770e4cf0e41ae987aea4fecd659f2_151)] [added: [107](#ic24409e197ee4d2b96a1e93f70620007_151)] | | |

| ITEM 11. | | | | | | [EXECUTIVE [removed: COMPENSATION](#iaf7770e4cf0e41ae987aea4fecd659f2_154)] [added: COMPENSATION](#ic24409e197ee4d2b96a1e93f70620007_154)] | | | [removed: [105](#iaf7770e4cf0e41ae987aea4fecd659f2_154)] [added: [107](#ic24409e197ee4d2b96a1e93f70620007_154)] | | |

| ITEM 12. | | | | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#iaf7770e4cf0e41ae987aea4fecd659f2_157)] [added: MATTERS](#ic24409e197ee4d2b96a1e93f70620007_157)] | | | [removed: [105](#iaf7770e4cf0e41ae987aea4fecd659f2_157)] [added: [107](#ic24409e197ee4d2b96a1e93f70620007_157)] | | |

| ITEM 13. | | | | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#iaf7770e4cf0e41ae987aea4fecd659f2_160)] [added: INDEPENDENCE](#ic24409e197ee4d2b96a1e93f70620007_160)] | | | [removed: [105](#iaf7770e4cf0e41ae987aea4fecd659f2_160)] [added: [108](#ic24409e197ee4d2b96a1e93f70620007_160)] | | |

| ITEM 14. | | | | | | [PRINCIPAL [removed: ACCOUNTING] [added: ACCOUNTANT] FEES AND [removed: SERVICES](#iaf7770e4cf0e41ae987aea4fecd659f2_163)] [added: SERVICES](#ic24409e197ee4d2b96a1e93f70620007_163)] | | | [removed: [106](#iaf7770e4cf0e41ae987aea4fecd659f2_163)] [added: [108](#ic24409e197ee4d2b96a1e93f70620007_163)] | | |

| ITEM 15. | | | | | | [removed: [EXHIBITS,] [added: [EXHIBITS AND] FINANCIAL STATEMENT [removed: SCHEDULES](#iaf7770e4cf0e41ae987aea4fecd659f2_169)] [added: SCHEDULES](#ic24409e197ee4d2b96a1e93f70620007_169)] | | | [removed: [106](#iaf7770e4cf0e41ae987aea4fecd659f2_169)] [added: [108](#ic24409e197ee4d2b96a1e93f70620007_169)] | | |

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 in particular: 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; the effects of [removed: the COVID-19 pandemic] [added: general economic conditions] on our [removed: business; our success and timing in developing and introducing new services and expanding our business; and] [added: business, including those caused by the COVID-19 pandemic;] statements about the [added: strategic rationale and] benefits of [removed: our acquisitions,] [added: the proposed acquisition of EVO Payments, Inc. (“EVO”),] including future financial and operating results, the [added: combined] company’s plans, objectives, [removed: expectations] [added: expectation] and [removed: intentions,] [added: intentions] and the [removed: successful integration] [added: completion and expected timing] of [removed: our acquisitions or] completion of [removed: anticipated benefits] [added: the proposed transaction; planned divestitures, including Netspend's consumer business] and [added: our gaming solutions business, or] strategic [removed: initiatives.][added: initiatives; and our success and timing in developing and introducing new services and expanding our business.]

Our actual revenues, revenue growth rates and margins, [added: and] other results of operations [removed: and shareholder values] 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 [removed: factors, among others,] [added: factors] that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance [removed: include] [added: include, among others,] the effects of global economic, political, market, health and social events or other conditions, including the effects and duration [removed: of the COVID-19 pandemic] [added: of,] and actions taken in [removed: response; our ability to meet our liquidity needs in light of the effects of] [added: response to,] the COVID-19 pandemic [removed: or otherwise; the outcome] [added: and Russia's invasion] of [removed: any legal proceedings that may be instituted against the Company or our directors;] [added: Ukraine; foreign currency exchange, inflation and rising interest rate risks;] difficulties, delays and higher than anticipated costs related to integrating the businesses of [removed: Global Payments and Total System Services, Inc.,] [added: acquired companies,] including with respect to implementing controls to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; the effect of a security breach or operational failure on the Company's business; [added: our ability to complete the proposed transaction with EVO on the proposed terms or on the proposed timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and the satisfaction of other closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the transaction with EVO; failure to realize the expected benefits of the proposed transaction with EVO; effects relating to the announcement of the proposed transaction with EVO, including on the market price of our common stock and our relationships with customers, employees and suppliers; the risk of potential shareholder litigation associated with the proposed transaction with EVO;] failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements; the ability to maintain Visa and Mastercard registration and financial institution sponsorship; the ability to retain, develop and hire key personnel; the diversion of management’s attention from ongoing business operations; the continued availability of capital and financing; increased competition in the markets in which we operate and our ability to increase our market share in existing markets and expand into new markets; our ability to safeguard our data; risks associated with our [removed: indebtedness, foreign currency exchange and interest rate risks;] [added: indebtedness;] our ability to meet environmental, social and governance targets, goals and commitments; the potential effects of climate [removed: change] [added: change,] including natural disasters; the effects of new or changes in current laws, regulations, credit card association rules or other industry standards on us or our partners and customers, including privacy and cybersecurity laws and regulations; and other events beyond our control, and other factors presented in "Item 1A - Risk Factors" of this Annual Report on Form [removed: 10-K,] [added: 10-K and subsequent filings we make with the SEC,] which we advise you to review.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [SIGNATURES](#ic24409e197ee4d2b96a1e93f70620007_172) | | | [113](#ic24409e197ee4d2b96a1e93f70620007_172) | | |

| | | | | | | [SIGNATURES](#iaf7770e4cf0e41ae987aea4fecd659f2_172) | | | [110](#iaf7770e4cf0e41ae987aea4fecd659f2_172) | | |

See "Note [removed: 6—Leases"] [added: 7—Leases"] in the notes to the accompanying consolidated financial statements for further discussion of our leases.

Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February 15, [removed: 2022,] [added: 2023,] there were [removed: 12,906] [added: 12,511] shareholders of record.

The following graph compares our cumulative shareholder returns with the Standard & Poor's Information Technology Index and the Standard & Poor's 500 Index for the years ended December 31, [added: 2022,] 2021, 2020, 2019, [removed: 2018,] and [removed: 2017.][added: 2018.]

The line graph assumes the investment of $100 in our common stock, the Standard & Poor's ("S&P") 500 Index and the Standard & Poor's Information Technology Index on December 31, [removed: 2016] [added: 2017] and assumes reinvestment of all dividends.

[removed: ][added: ]

*$100 invested on December 31, [removed: 2016] [added: 2017] in stock or index, including reinvestment of dividends.

| December 31, [removed: 2016] [added: 2017] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2021.][added: 2022.]

Information about the shares of our common stock that we repurchased during the quarter ended December 31, [removed: 2021] [added: 2022] is set forth below:

During the quarter ended December 31, [removed: 2021,] [added: 2022,] pursuant to our employee incentive plans, we withheld [removed: 42,416] [added: 1,002] shares at an average price per share of [removed: $135.17] [added: $117.49] in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

(2)As of December 31, [removed: 2021,] [added: 2022,] the approximate dollar value of shares that may yet be purchased under our share repurchase program was [removed: $1,540.0] [added: $1,089.9] million.

On January [removed: 27, 2022,] [added: 26, 2023,] our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to [removed: $2.0] [added: $1.5] billion.

| December 31, 2018 | | | | | | 102.92 | | | | | | 95.62 | | | | | | 99.71 | | |

| December 31, 2019 | | | | | | 182.42 | | | | | | 125.72 | | | | | | 149.86 | | |

| December 31, 2020 | | | | | | 216.23 | | | | | | 148.85 | | | | | | 215.63 | | |

| December 31, 2021 | | | | | | 136.42 | | | | | | 191.58 | | | | | | 290.08 | | |

| December 31, 2022 | | | | | | 101.09 | | | | | | 156.89 | | | | | | 208.30 | | |

| October 1-31, 2022 | | | 3,686,489 | | | | | | $ | 113.96 | | | | | 3,685,525 | | | | | | $ | — | |

| November 1-30, 2022 | | | 2,624,321 | | | | | | 103.39 | | | | | | 2,624,283 | | | | | | — | | |

| December 1-31, 2022 | | | 1,010,225 | | | | | | 97.75 | | | | | | 1,010,225 | | | | | | — | | |

| Total | | | 7,321,035 | | | | | | $ | 107.94 | | | | | 7,320,033 | | | | | | $ | 1,089.9 | |

| December 31, 2017 | | | | | | 144.49 | | | | | | 121.83 | | | | | | 138.83 | | |

| December 31, 2018 | | | | | | 148.70 | | | | | | 116.49 | | | | | | 138.43 | | |

| December 31, 2019 | | | | | | 263.58 | | | | | | 153.17 | | | | | | 208.05 | | |

| December 31, 2020 | | | | | | 312.42 | | | | | | 181.35 | | | | | | 299.37 | | |

| December 31, 2021 | | | | | | 197.10 | | | | | | 233.41 | | | | | | 402.73 | | |

| October 1-31, 2021 | | | 1,685 | | | | | | $ | 158.63 | | | | | — | | | | | | $ | — | |

| November 1-30, 2021 | | | 3,602,123 | | | | | | 129.20 | | | | | | — | | | | | | — | | |

| December 1-31, 2021 | | | 1,918,435 | | | | | | 125.13 | | | | | | — | | | | | | — | | |

| Total | | | 5,522,243 | | | | | | $ | 127.80 | | | | | — | | | | | | $ | 1,540.0 | |

We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with [removed: the applicable] accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Revenue Recognition - Issuer Solutions - Refer to Notes 1 and [removed: 3] [added: 4] to the financial statements.

- We evaluated the effectiveness of controls over Issuer Solutions contract [removed: revenue,] [added: revenues,] including controls over the identification of performance obligations.

The processing of transactions and recording of [removed: revenue] [added: revenues] is highly automated and is based on contractual terms with merchants, financial institutions, financial service providers, payment networks, and other parties.

[removed: This required an] [added: We identified payment processing solutions and services revenues as a critical audit matter given the] increased extent of effort, including the need for us to involve professionals with expertise in information technology (IT), to identify, test, and evaluate the Company's systems, software applications, and automated controls.

◦Tested system interface controls and automated controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of [removed: revenue.][added: revenues.]

- We tested [removed: internal] controls within the relevant revenue business processes, including those in place to reconcile the various reports extracted from the IT systems to the Company’s general ledger.

- For a sample of revenue transactions, we tested selected transactions by agreeing the amounts of revenue recognized to source documents and [removed: testing] [added: tested] the mathematical accuracy of the recorded [removed: revenue.][added: revenues.]

We have served as the Company's [removed: auditors] [added: auditor] since 2002.

We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements [removed: and financial statement schedule] as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 18, 2022,] [added: 17, 2023,] expressed an unqualified opinion on those financial statements.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenues | | | $ | [removed: 8,523,762] [added: 8,975,515] | | | | | $ | [removed: 7,423,558] [added: 8,523,762] | | | | | $ | [removed: 4,911,892] [added: 7,423,558] | |

| Cost of service | | | [removed: 3,773,725] [added: 3,778,617] | | | | | | [removed: 3,650,727] [added: 3,773,725] | | | | | | [removed: 2,073,803] [added: 3,650,727] | | |

| Selling, general and administrative | | | [removed: 3,391,161] [added: 3,524,578] | | | | | | [removed: 2,878,878] [added: 3,391,161] | | | | | | [removed: 2,046,672] [added: 2,878,878] | | |

| | | | [removed: 7,164,886] [added: 8,335,364] | | | | | | [removed: 6,529,605] [added: 7,164,886] | | | | | | [removed: 4,120,475] [added: 6,529,605] | | |

| Operating income | | | [removed: 1,358,876] [added: 640,151] | | | | | | [removed: 893,953] [added: 1,358,876] | | | | | | [removed: 791,417] [added: 893,953] | | |

| Interest and other income | | | [removed: 19,320] [added: 33,604] | | | | | | [removed: 43,551] [added: 19,320] | | | | | | [removed: 31,413] [added: 43,551] | | |

| Interest and other expense | | | [removed: (333,651)] [added: (449,433)] | | | | | | [removed: (343,548)] [added: (333,651)] | | | | | | [removed: (304,905)] [added: (343,548)] | | |

| | | | [removed: (314,331)] [added: (415,829)] | | | | | | [removed: (299,997)] [added: (314,331)] | | | | | | [removed: (273,492)] [added: (299,997)] | | |

| Income before income taxes and equity in income of equity method investments | | | [removed: 1,044,545] [added: 224,322] | | | | | | [removed: 593,956] [added: 1,044,545] | | | | | | [removed: 517,925] [added: 593,956] | | |

| Income tax expense | | | [removed: 169,034] [added: 166,694] | | | | | | [removed: 77,153] [added: 169,034] | | | | | | [removed: 62,190] [added: 77,153] | | |

| Income before equity in income of equity method investments | | | [removed: 875,511] [added: 57,628] | | | | | | [removed: 516,803] [added: 875,511] | | | | | | [removed: 455,735] [added: 516,803] | | |

| Equity in income of equity method investments, net of tax | | | [removed: 112,353] [added: 85,685] | | | | | | [removed: 88,297] [added: 112,353] | | | | | | [removed: 13,541] [added: 88,297] | | |

| Net income | | | [removed: 987,864] [added: 143,313] | | | | | | [removed: 605,100] [added: 987,864] | | | | | | [removed: 469,276] [added: 605,100] | | |

| Net income attributable to noncontrolling interests | | | [removed: (22,404)] [added: (31,820)] | | | | | | [removed: (20,580)] [added: (22,404)] | | | | | | [removed: (38,663)] [added: (20,580)] | | |

| Net income attributable to Global Payments | | | $ | [removed: 965,460] [added: 111,493] | | | | | $ | [removed: 584,520] [added: 965,460] | | | | | $ | [removed: 430,613] [added: 584,520] | |

| Basic earnings per share | | | $ | [removed: 3.30] [added: 0.41] | | | | | $ | [removed: 1.95] [added: 3.30] | | | | | $ | [removed: 2.17] [added: 1.95] | |

| Diluted earnings per share | | | $ | [removed: 3.29] [added: 0.40] | | | | | $ | [removed: 1.95] [added: 3.29] | | | | | $ | [removed: 2.16] [added: 1.95] | |

| Net income | | | $ | [removed: 987,864] [added: 143,313] | | | | | $ | [removed: 605,100] [added: 987,864] | | | | | $ | [removed: 469,276] [added: 605,100] | |

| Foreign currency translation adjustments | | | [removed: (79,550)] [added: (276,559)] | | | | | | [removed: 153,210] [added: (79,550)] | | | | | | [removed: 58,369] [added: 153,210] | | |

| Income tax benefit related to foreign currency translation adjustments | | | [removed: 455] [added: 2,698] | | | | | | [removed: 1,160] [added: 455] | | | | | | [removed: 1,281] [added: 1,160] | | |

| Net unrealized gains (losses) on hedging activities | | | [removed: 3,425] [added: 12,915] | | | | | | [removed: (52,742)] [added: 3,425] | | | | | | [removed: (90,238)] [added: (52,742)] | | |

| Reclassification of net unrealized losses on hedging activities to interest expense | | | [removed: 40,094] [added: 21,327] | | | | | | [removed: 36,510] [added: 40,094] | | | | | | [removed: 2,257] [added: 36,510] | | |

| Income tax (expense) benefit related to hedging activities | | | [removed: (10,466)] [added: (8,172)] | | | | | | [removed: 4,008] [added: (10,466)] | | | | | | [removed: 21,036] [added: 4,008] | | |

| Other, net of tax | | | [removed: 3,760] [added: (222)] | | | | | | [removed: (7,150)] [added: 3,760] | | | | | | [removed: 4,174] [added: (7,150)] | | |

| Other comprehensive (loss) income | | | [removed: (42,282)] [added: (185,088)] | | | | | | [removed: 134,996] [added: (42,282)] | | | | | | [removed: (3,121)] [added: 134,996] | | |

Issuer Solutions Goodwill and Business and Consumer Solutions Goodwill - Refer to Notes 1 and 6 to the financial statements

*Critical Audit Matter Description*

The Company’s evaluation of goodwill for impairment involves the comparison of the fair values of its reporting units, including the Issuer Solutions reporting unit (as of June 30, 2022 and October 1, 2022) and the former Business and Consumer reporting unit (as of June 30, 2022), to their respective carrying values.

The Company utilizes discounted cash flow models to perform its income approach which requires management to make significant assumptions related to discount rates and forecasts of future revenues and cash flows, among others.

Changes in these assumptions could have a significant impact on either the fair values of the reporting units, the amount of any goodwill impairment charge, or both.

The Company recorded a goodwill impairment charge during 2022 of $833.1 million related to its former Business and Consumer reporting unit.

The goodwill balance was $23.3 billion as of December 31, 2022, of which $9.5 billion was allocated to the Issuer Solutions reporting unit.

We identified valuation of goodwill for the Issuer Solutions and the former Business and Consumer Solutions reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair values of these reporting units.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to discount rates and forecasts of future revenues and cash flows.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to management’s estimates and assumptions used in its discounted cash flow models included the following, among others:

- We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those controls related to management’s selection of the discount rates and forecasts of future revenues and cash flows.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the key assumptions used, including discount rates for which we tested the mathematical accuracy of the calculation, and developed a range of independent estimates and compared those to the discount rate selected by management.

- We evaluated management’s ability to accurately forecast future revenues and cash flows by comparing the forecasts to (1) historical results, (2) projections utilized in the prior year goodwill impairment analysis, and (3) forecasted information included in analyst and industry reports of the Company and companies in its peer group.

February 17, 2023

February 17, 2023

| Impairment of goodwill | | | 833,075 | | | | | | — | | | | | | — | | |

| Loss on business dispositions | | | 199,094 | | | | | | — | | | | | | — | | |

| Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity | | | 62,925 | | | | | | — | | | | | | — | | |

| Current assets held for sale | | | 138,815 | | | | | | 4,779 | | |

| Noncurrent assets held for sale | | | 1,295,799 | | | | | | — | | |

| Current liabilities held for sale | | | 125,891 | | | | | | — | | |

| Noncurrent liabilities held for sale | | | 4,478 | | | | | | — | | |

| Net income | | | $ | 143,313 | | | | | $ | 987,864 | | | | | $ | 605,100 | |

| Impairment of goodwill | | | 833,075 | | | | | | — | | | | | | — | | |

| Loss on business dispositions | | | 199,094 | | | | | | — | | | | | | — | | |

| Effect on cash from sale of business | | | (29,755) | | | | | | — | | | | | | — | | |

| Proceeds from sale of investments | | | 33,046 | | | | | | — | | | | | | — | | |

| Payment of contingent consideration in business combination | | | (15,726) | | | | | | — | | | | | | — | | |

| Purchase of capped calls related to issuance of convertible notes | | | (302,375) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | 111,493 | | | | | | | | | | | | 111,493 | | | | | | 31,820 | | | | | | 143,313 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | (171,787) | | | | | | (171,787) | | | | | | (13,301) | | | | | | (185,088) | | |

| Repurchases of common stock | | | (23,266) | | | | | | (2,841,534) | | | | | | (88,280) | | | | | | | | | | | | (2,929,814) | | | | | | | | | | | | (2,929,814) | | |

| Purchase of capped calls related to issuance of convertible notes, net of taxes of $72,778 | | | | | | | | | (229,597) | | | | | | | | | | | | | | | | | | (229,597) | | | | | | | | | | | | (229,597) | | |

| Balance at December 31, 2022 | | | 263,082 | | | | | | $ | 19,978,095 | | | | | $ | 2,731,380 | | | | | $ | (405,969) | | | | | $ | 22,303,506 | | | | | $ | 236,704 | | | | | $ | 22,540,210 | |

| Balance at December 31, 2021 | | | 284,750 | | | | | | $ | 22,880,261 | | | | | $ | 2,982,122 | | | | | $ | (234,182) | | | | | $ | 25,628,201 | | | | | $ | 241,216 | | | | | $ | 25,869,417 | |

During 2022, as a result of the pending divestiture of our consumer business and changes in how our business is managed, we realigned the businesses previously comprising our Business and Consumer Solutions segment to include the business-to-business ("B2B") portion within our Issuer Solutions segment and the consumer portion forming our new Consumer Solutions segment.

See "Note 17—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.

*Accounting Standards Update ("ASU") 2021-08—* In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-08, "Business Combinations (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*." We elected to early adopt ASU 2021-08 during the year ended December 31, 2022, with application to any business combinations for which the acquisition date occurred after January 1, 2022.

be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination.

Accordingly, we identified payment processing solutions and services revenues as a critical audit matter.

February 18, 2022

As described in Management's Report on Internal Control over Financial Reporting, the Company completed the acquisition of Zego on June 10, 2021, and management excluded from its assessment of internal control over financial reporting the acquired operations of Zego, which constituted approximately 1% of consolidated assets, excluding goodwill, less than 1% of consolidated revenues, and less than 1% of consolidated operating income, as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting of the acquired operations of Zego that is excluded from management’s assessment.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Preacquisition dividends paid to former TSYS shareholders | | | — | | | | | | — | | | | | | (23,240) | | |

| Balance at December 31, 2019 | | | 300,226 | | | | | | $ | 25,833,307 | | | | | $ | 2,333,011 | | | | | $ | (310,571) | | | | | $ | 27,855,747 | | | | | $ | 199,242 | | | | | $ | 28,054,989 | |

| Balance at December 31, 2018 | | | 157,962 | | | | | | $ | 2,235,167 | | | | | $ | 2,066,415 | | | | | $ | (310,175) | | | | | $ | 3,991,407 | | | | | $ | 194,936 | | | | | $ | 4,186,343 | |

| Net income | | | | | | | | | | | | | | | 430,613 | | | | | | | | | | | | 430,613 | | | | | | 38,663 | | | | | | 469,276 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | (396) | | | | | | (396) | | | | | | (2,725) | | | | | | (3,121) | | |

| Issuance of common stock in connection with a business combination | | | 143,909 | | | | | | 23,771,389 | | | | | | | | | | | | | | | | | | 23,771,389 | | | | | | | | | | | | 23,771,389 | | |

| Repurchases of common stock | | | (2,328) | | | | | | (224,064) | | | | | | (100,519) | | | | | | | | | | | | (324,583) | | | | | | | | | | | | (324,583) | | |

On September 18, 2019, we consummated our merger with Total System Services, Inc. ("TSYS") (the "Merger") for total purchase consideration of $24.5 billion, primarily funded with shares of our common stock.

Prior to the Merger, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

*COVID-19 Update—* Since early 2020, the global economy has been affected by COVID-19.

The pandemic has caused, and may continue to cause, significant disruptions to businesses and markets worldwide as the virus spreads or has a resurgence in certain jurisdictions.

Measures have been implemented by governments worldwide in an effort to contain the virus, including lockdowns, physical distancing, travel restrictions, limitations on public gatherings, work from home and restrictions on nonessential businesses.

Certain government actions to gradually ease restrictions, provide economic stimulus and distribute vaccines have resulted in signs of economic recovery.

However, the effects of the pandemic continue, and its ultimate severity, scope and duration, and the implications on future global economic conditions, remain uncertain.

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the hedging relationship.

would be required to be applied.

A portion of our indebtedness, related to borrowings under the term loan credit agreement ("Term Loan Credit Agreement") and revolving credit agreement ("Unsecured Revolving Credit Agreement"), bears interest at a variable rate based on LIBOR.

In connection with the sunset of certain LIBOR reference rates occurring at the end of 2021, we amended the Unsecured Revolving Credit Agreement in December 2021 to replace LIBOR as administered by the ICE Benchmark Administration with the Sterling Overnight Index Average Reference Rate and the Euro Interbank Offered Rate for any extension of credit denominated in sterling or euros, respectively.

Further amendments may be necessary to address the LIBOR reference rates applicable to borrowings made in U.S. dollars.

Furthermore, we have entered into hedging instruments to manage our exposure to fluctuations in the USD LIBOR benchmark interest rate, which will mature as of December 31, 2022.

subsequent reporting date an estimate of credit losses expected to occur over the remaining life of each pool of financial assets with similar risk characteristics.

*ASU 2016-02—* ASU 2016-02 “Leases” requires recognition of assets and liabilities for the rights and obligations created by leases and new disclosures about leases.

We adopted ASU 2016-02, as well as other related clarifications and interpretive guidance issued by the FASB, on January 1, 2019 using the modified retrospective transition method.

Under this transition method, we did not recast the prior period financial statements presented.

We elected the transition package of three practical expedients, which among other things, allowed for the carryforward of historical lease classifications.

In connection with the Merger, we acquired right-of-use assets that represent an additional asset class for computer equipment, for which we account for lease and nonlease components separately.

The adoption of ASU 2016-02 resulted in the measurement and recognition of lease liabilities in the amount of $274.0 million and right-of-use assets in the amount of $236.0 million as of January 1, 2019.

Lease liabilities were measured as the present value of remaining lease payments, and the corresponding right-of-use assets were measured at an amount equal to the lease liabilities adjusted by the amounts of certain assets and liabilities, such as prepaid rent and deferred lease obligations, that we previously recognized on the balance sheet prior to the initial application of ASU 2016-02.

To calculate the present value of remaining lease payments, we elected to use an incremental borrowing rate based on the remaining lease term at transition.

Adoption did not have a material effect on any line items in our consolidated statement of income or on our cash flows from operating activities, investing activities or financing activities included in our consolidated statement of cash flows.

Accounts receivable is presented net of an allowance for credit losses of $17.4 million and $20.6 million as of December 31, 2021 and 2020, respectively.

Prior to the adoption of ASU 2016-13, credit losses on accounts receivable balances were recognized when an occurrence was deemed to be probable.

As of December 31, [removed: 2021,] [added: 2022,] 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).

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on the results of its evaluation, [removed: which excluded assessments of the internal control of the acquired operations of Zego,] management believes that as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting is effective based on those criteria.

Deloitte & Touche LLP has issued an attestation report on our internal control over financial reporting, which is included herein as the Report of Independent Registered Public Accounting Firm under [removed: Item] [added: "Item] 8 - Financial Statements and Supplementary [removed: Data] [added: Data"] for the year ended December 31, [removed: 2021.][added: 2022.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 10, 2021, we completed the acquisition of Zego.

As permitted by the SEC rules and regulations, management's assessment did not include the internal control of the acquired operations of Zego, which are included in our consolidated financial statements as of December 31, 2021 and for the period from the acquisition date through December 31, 2021.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Zego into our internal control over financial reporting program within the time period provided by applicable SEC rules and regulations.

The assets, excluding goodwill, of the acquired operations of Zego constituted approximately 1% of our total consolidated assets as of December 31, 2021.

Operating results of the acquired operations of Zego comprised less than 1% of our total consolidated revenues and less than 1% of our consolidated operating income for the year ended December 31, 2021.

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1: Election of [removed: Directors" and] [added: Directors,"] "Biographical Information About Our Executive Officers" [added: and "Delinquent Section 16(a) Reports"] from our proxy statement to be delivered in connection with our [removed: 2022] [added: 2023] Annual Meeting of Shareholders to be held on April [removed: 28, 2022 ("2022] [added: 27, 2023 ("2023] Proxy Statement").

We incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings "Compensation Discussion and Analysis" and "Board and Corporate Governance-Director Compensation" from our [removed: 2022] [added: 2023] Proxy Statement.

We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock Ownership-Common Stock Ownership by Management" and "Common Stock Ownership-Common Stock Ownership by Non-Management Shareholders" from our [removed: 2022] [added: 2023] Proxy Statement.

The following table provides certain information as of December 31, [removed: 2021] [added: 2022] concerning the shares of our common stock that may be issued under existing equity compensation plans.

For more information on these plans, see "Note [removed: 12—Share-Based] [added: 13—Share-Based] Awards and Options" in the notes to the accompanying consolidated financial statements.

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes [removed: 8,338,653] [added: 7,151,620] shares authorized for issuance under our 2011 Amended and Restated Incentive Plan (the "2011 Incentive Plan"), all of which are available for issuance pursuant to grants of full-value stock awards, [removed: 1,652,023] [added: 1,293,768] shares authorized under our 2000 Employee Stock Purchase Plan (the "2000 ESPP"), 13,554,740 shares authorized under our Total System Services 2017 Omnibus Plan, 7,331,435 shares authorized under our Total System Services 2012 Omnibus Plan, 1,541,327 shares authorized under our Total System Services 2007 Omnibus Plan and 602,611 shares authorized under our Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services.

| Equity compensation plans approved by security holders | | | 906,787 | | | | | | $ | 98.76 | | | | | 31,475,501 | | |

| Total | | | 906,787 | | | | | | $ | 98.76 | | | | | 31,475,501 | | |

| Equity compensation plans approved by security holders | | | 897,113 | | | | | | $ | 86.80 | | | | | 33,020,789 | | |

| Total | | | 897,113 | | | | | | $ | 86.80 | | | | | 33,020,789 | | |

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional [removed: Information--Relationships] [added: Information-Relationships] and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our [removed: 2022] [added: 2023] Proxy Statement.

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three: Ratification of Reappointment of Auditors" from our [removed: 2022] [added: 2023] Proxy Statement.

| Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) | | | [removed: [50](#iaf7770e4cf0e41ae987aea4fecd659f2_55)] [added: [51](#ic24409e197ee4d2b96a1e93f70620007_55)] | | |

| Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [53](#iaf7770e4cf0e41ae987aea4fecd659f2_61)] [added: [55](#ic24409e197ee4d2b96a1e93f70620007_61)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [54](#iaf7770e4cf0e41ae987aea4fecd659f2_64)] [added: [56](#ic24409e197ee4d2b96a1e93f70620007_64)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [55](#iaf7770e4cf0e41ae987aea4fecd659f2_67)] [added: [57](#ic24409e197ee4d2b96a1e93f70620007_67)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [56](#iaf7770e4cf0e41ae987aea4fecd659f2_70)] [added: [58](#ic24409e197ee4d2b96a1e93f70620007_70)] | | |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [57](#iaf7770e4cf0e41ae987aea4fecd659f2_73)] [added: [59](#ic24409e197ee4d2b96a1e93f70620007_73)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [59](#iaf7770e4cf0e41ae987aea4fecd659f2_79)] [added: [61](#ic24409e197ee4d2b96a1e93f70620007_79)] | | |

| Schedule II, Valuation and Qualifying Accounts | | | [removed: [102](#iaf7770e4cf0e41ae987aea4fecd659f2_139)] [added: [104](#ic24409e197ee4d2b96a1e93f70620007_133)] | | |

| 2.1 | | | [Agreement and Plan of Merger, [removed: by and] between Total System Services, Inc. and Global Payments Inc., dated as of May 27, 2019, incorporated by reference to Exhibit 2.1 to [removed: Global Payment Inc.’s] [added: the Company's] Current Report on Form 8-K filed on May 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519162970/d97493dex21.htm) | | |

| 3.1 | | | [Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to [removed: Global Payments Inc.’s] [added: the Company's] Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex41.htm) | | |

| 3.3 | | | [removed: [Tenth] [added: [Eleventh] Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to [removed: the Company’s] [added: Global Payment Inc.’s] Current Report on Form 8-K filed on May [removed: 1, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex32tenthamendedandres.htm)] [added: 3, 2022.](https://www.sec.gov/Archives/edgar/data/0001123360/000119312522138701/d192525dex31.htm)] | | |

| 4.1 | | | [Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to [removed: Global Payments Inc.’s] [added: the Company's] Current Report on Form 8-K filed on August 14, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm) | | |

| 4.2 | | | [Supplemental Indenture No. 1, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to [removed: Global Payments Inc.’s] [added: the Company's] Current Report on Form 8-K filed on August 14, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex42.htm) | | |

| 4.5 | | | [Supplemental Indenture No. 1, dated as of September 17, 2019, among TSYS, Global Payments Inc. and Regions Bank, incorporated by reference to Exhibit 4.1 to [removed: Global Payments Inc.’s] [added: the Company's] Current Report on Form 8-K filed on September 20, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex41.htm) | | |

| [removed: 4.6] [added: 4.7] | | | [Form of [removed: 3.800%] [added: 4.800%] Senior Note due [removed: 2021,] [added: 2026,] incorporated by reference to Exhibit [removed: 4.2 of] [added: 4.3 to] TSYS' Current Report on Form 8-K filed on March 17, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex42.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm)] | | |

| [removed: 4.7] [added: 4.6] | | | [Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 [removed: of] [added: to] TSYS' Current Report on Form 8-K filed on May 11, 2018.](http://www.sec.gov/Archives/edgar/data/721683/000119312518160989/d582982dex41.htm) | | |

| [removed: 4.8] [added: 4.10] | | | [Form of [removed: 4.800%] [added: 3.750%] Senior Note due [removed: 2026,] [added: 2023,] incorporated by reference to Exhibit 4.3 [removed: of] [added: to] TSYS' Current Report on Form 8-K filed on [removed: March 17, 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm)] [added: May 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex43.htm)] | | |

| [removed: 4.9] [added: 4.8] | | | [Indenture, dated as of May 22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 [removed: of] [added: to] TSYS' Current Report on Form 8-K filed on May 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex41.htm) | | |

| [removed: 4.10] [added: 4.9] | | | [Supplemental Indenture No. 1, dated as of September 17, 2019, among [removed: TSYS](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex42.htm)[,](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex42.htm) [Global] [added: TSYS, Global] Payments Inc. and Wells Fargo Bank, National Association, [added: as trustee,] incorporated by reference to Exhibit 4.2 to [removed: Global Payments Inc.’s] [added: the Company's] Current Report on Form 8-K filed on September 20, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex42.htm) | | |

| [removed: 4.11] [added: 10.2+] | | | [removed: [Form of 3.750% Senior Note due 2023,] [added: [Total System Services, Inc. 2012 Omnibus Plan,] incorporated by reference to Exhibit [removed: 4.3 of TSYS'] [added: 10.1 to TSYS’] Current Report on Form 8-K filed on May [removed: 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex43.htm)] [added: 4, 2012.](http://www.sec.gov/Archives/edgar/data/721683/000119312512210470/d345238dex101.htm)] | | |

| [removed: 4.12*] [added: 4.11*] | | | [Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336022000007/ex412descriptionofregistra.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex411descriptionofregistra.htm)] | | |

| [removed: 4.13] [added: 4.12] | | | [Supplemental Indenture No. 2, dated as of May 15, 2020, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 15, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm) | | |

| [removed: 4.14] [added: 4.13] | | | Form of Global Note (included in Exhibit [removed: 4.13).] [added: 4.12).] | | |

| [removed: 4.15] [added: 4.14] | | | [Supplemental Indenture No. 3, dated as of February 26, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 26, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521060407/d141432dex42.htm) | | |

| [removed: 4.16] [added: 4.15] | | | Form of Global Note representing the 1.200% Senior Notes due 2026 (included in Exhibit [removed: 4.15).] [added: 4.14).] | | |

| [removed: 4.17] [added: 4.16] | | | [Supplemental Indenture No. 4, dated as of November 22, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 22, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521336859/d222445dex42.htm) | | |

| [removed: 4.18] [added: 4.17] | | | Form of Global Note representing the Notes (included in Exhibit [removed: 4.17)] [added: 4.16)] | | |

| [removed: 10.1] [added: 10.42+] | | | [removed: [Term Loan Credit] [added: [Credit] Agreement, dated as of [removed: July 9, 2019,] [added: August 19, 2022,] among [removed: the Company,] [added: Global Payments Inc.,] as borrower, [added: the other borrowers party thereto,] Bank of America, N.A., as administrative agent and [added: an L/C Issuer and] the other lenders [added: and L/C Issuers] party thereto, incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: July 16, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex101.htm)] [added: August 22, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522226539/d357535dex101.htm)] | | |

| [removed: 10.2] [added: 10.21+] | | | [removed: [Credit] [added: [Amended and Restated Employment] Agreement, dated as of [removed: July 9,] [added: September 20,] 2019, [removed: among] [added: between] Global Payments [removed: Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender and an L/C/ Issuer and the other lenders] [added: Inc.] and [removed: L/C/ issuers party thereto,] [added: Cameron M. Bready,] incorporated by reference to Exhibit 10.2 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: July 16, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519194150/d765517dex102.htm)] [added: October 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex102amendmenttoemploy.htm)] | | |

| [removed: 10.3+] [added: 10.22+] | | | [removed: [Global Payments Inc. Sixth Amended] [added: [Amended] and Restated [removed: Non-Employee Director Compensation Plan,] [added: Employment Agreement,] dated [removed: October 24,] [added: as of September 20,] 2019, [added: between Global Payments Inc. and Guido F. Sacchi,] incorporated by reference to Exhibit [removed: 10.7] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q filed on October 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex107sixthamendedandre.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex103amendmentemployme.htm)] | | |

| [removed: 10.4+] [added: 10.1+] | | | [Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 to TSYS’s Current Report on Form 8-K filed on April 28, 2017.](http://www.sec.gov/Archives/edgar/data/721683/000119312517145788/d369612dex101.htm) | | |

| [removed: 10.5+] [added: 10.3+] | | | [Total System Services, Inc. [removed: 2012] [added: 2007] Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on [removed: May 4, 2012.](http://www.sec.gov/Archives/edgar/data/721683/000119312512210470/d345238dex101.htm)] [added: April 25, 2007.](http://www.sec.gov/Archives/edgar/data/721683/000072168307000003/exhibit101.htm)] | | |

| [removed: 10.7+] [added: 10.4+] | | | [Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services, Inc., incorporated by reference to Exhibit 99.1 to TSYS’ Registration Statement on Form S-8 filed on July 1, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513279237/d562275dex991.htm) | | |

| [removed: 10.8+] [added: 10.5+] | | | [Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on July 28, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm) | | |

| [removed: 10.9+] [added: 10.6+] | | | [Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on July 30, [removed: 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] [added: 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] | | |

| [removed: 10.10+] [added: 10.7+] | | | [Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, [removed: 2007, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] [added: 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] | | |

| [removed: 10.11+] [added: 10.8+] | | | [Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form [added: Quarterly Report on] 10-Q filed April 6, [removed: 2009, File No. 001-16111.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm)] [added: 2009.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm)] | | |

| [removed: 10.12+] [added: 10.9+] | | | [Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on July 25, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm) | | |

| [removed: 10.13+] [added: 10.10+] | | | [Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on September 16, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510211480/dex991.htm) | | |

| [removed: 10.14+] [added: 10.11+] | | | [Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm) | | |

| 2.2† | | | [Agreement and Plan of Merger, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc. and Falcon Merger Sub Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 2, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex21.htm) | | |

| 4.18 | | | [Indenture, dated as of August 8, 2022, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, related to 1.00% Convertible Senior Notes due 2029, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 9, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522215725/d383382dex41.htm) | | |

| 4.19 | | | Form of 1.00% Convertible Senior Notes due 2029 (included in Exhibit 4.18) | | |

| 4.20 | | | [Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm) | | |

| 4.21 | | | [Supplemental Indenture No. 5, dated as of August 22, 2022, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 22, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522226539/d357535dex42.htm) | | |

| 4.22 | | | Form of Global Note representing the Notes (included in Exhibit 4.21) | | |

| 4.23* | | | [First Supplemental Indenture, dated as of December 14, 2022 between Global Payments Inc., and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm) | | |

| 10.37+ | | | [Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., James G. Kelly and the James G. Kelly Grantor Trust Dated January 12, 2012, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 2, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex101.htm) | | |

| 10.38+ | | | [Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., MDCP Cardservices II LLC, Madison Dearborn Capital Partners VI-C, L.P. and MDCP Cardservices LLC, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 2, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex102.htm) | | |

| 10.39+ | | | [Common Unit Purchase Agreement, dated as of August 1, 2022, among Global Payments Inc., EVO Payments, Inc. and Blueapple, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 2, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex103.htm) | | |

| 10.40+ | | | [Investment Agreement, dated as of August 1, 2022, among Global Payments Inc., Silver Lake Partners VI DE (AIV), L.P. and Silver Lake Alpine II, L.P., incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 2, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex104.htm) | | |

| 10.41+ | | | [Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 9, 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522215725/d383382dex101.htm) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| † | | | | | | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. | | |

| --- | --- | --- | --- | --- | --- |

| By: | | | /s/ Joshua J. Whipple | | |

| | | | Joshua J. Whipple | | |

| | | | | | |

| | | | /s/ Joseph Osnoss* | | | | | | Director | | | | | | February 17, 2023 | | |

| | | | Joseph Osnoss | | | | | | | | | | | | | | |

| 10.6+ | | | [Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on April 25, 2007.](http://www.sec.gov/Archives/edgar/data/721683/000072168307000003/exhibit101.htm) | | |

| 10.38* | | | [LIBOR Transition Amendment dated December 14, 2021, among Global Payments Inc. and the other borrowers party thereto, and Bank of America, N.A., as administrative agent Issuer and the other lenders and L/C/ issuers party thereto.](https://www.sec.gov/Archives/edgar/data/1123360/000112336022000007/ex1038libortransitionamend.htm) | | |

| By: | | | /s/ Paul M. Todd | | |

| | | | Paul M. Todd | | |

| | | | William I Jacobs | | | | | | | | | | | | | | |

| | | | /s/ William B. Plummer* | | | | | | Director | | | | | | February 18, 2022 | | |