Global Payments (GPN) 10-K risk factor changes: FY2023 vs FY2022

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

Some of this information is also processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain functions and other agents, [added: such as independent consultants and auditors,] which we refer to collectively as our associated third parties.

We may have responsibility to the card networks, financial institutions, [added: regulators,] and in some instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third parties (as applicable) to protect this information.

Such [added: attempts at unauthorized] access [removed: could lead] [added: can lead, and occasionally have led,] to the compromise of sensitive, business, personal or confidential information.

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

However, we cannot [added: provide any assurance that these cybersecurity risk management processes will] be [added: fully complied with or effective and we cannot be] certain that these measures [added: or other] will [added: always] be successful or will [added: always] be sufficient to [removed: counter] [added: counter, or to rapidly detect, contain, and remediate,] all current and emerging technology threats.

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

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

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

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

[removed: In addition, we] [added: We] cannot provide [added: any] assurance that [removed: the] [added: these] contractual requirements related to [removed: use, security and privacy that we impose on our associated third parties] [added: those] who have access to this data will be followed or will be adequate to prevent the misuse of this data.

[removed: Any] [added: We have occasionally received notifications from vendors and other third parties regarding the exposure of or unauthorized access to our data stored on their information systems, and any future] misuse or compromise of personal information [added: stored on those systems,] or [added: any other] failure [added: by a vendor or other third party] to [removed: adequately] abide by [removed: these] [added: our] contractual [removed: requirements] [added: requirements,] could [removed: result in] [added: expose us to regulatory fines, third-party] liability, protracted and costly litigation and, with respect to misuse of [added: the] 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 [added: vendor or other] third party, could harm our reputation; deter existing and prospective customers from using our services or from making digital payments generally; increase our operating expenses in order to contain and remediate the incident; expose us to unanticipated or uninsured liability; disrupt our operations (including potential service interruptions); distract our [removed: management,] [added: management;] increase our risk of litigation or regulatory scrutiny; result in the imposition of penalties and fines under state, federal and [added: foreign laws or by the card networks; and adversely affect our continued card network registration or membership and financial institution sponsorship.]

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

Also, prospective merchant customers, financial institutions, sales partners or other third parties [removed: may] [added: could] choose to terminate negotiations with us, or delay or choose not to consider us for their processing needs.

[removed: Software] [added: - Software and hardware] defects, [added: failures,] undetected errors, and development delays could [added: affect our ability to deliver our services,] damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of [removed: operations.][added: operations.]

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

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

Not only could we suffer damage to our reputation in the event of a system outage or data loss, but we [removed: may] [added: could] also be liable to third parties.

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

We have been and continue to be exposed to defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures, or other difficulties (including those related to system relocation), which could result in loss of revenues, loss of customers, loss of [removed: 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.]

In this industry, our primary competitors include other independent payment processors, credit card processing firms, third-party card processing software institutions, as well as financial institutions, ISOs, [added: payment facilitators,] prepaid programs managers and, potentially, card networks.

These financial institutions may also provide payment processing services to merchants at [added: lower margins or at] a loss in order to generate banking fees from the merchants.

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

[removed: To stay competitive, we may have to increase] [added: The following is a summary of] the [removed: incentives] [added: principal risks] that [removed: we offer to our distributors and reduce the prices of our services, which] could [added: materially and] adversely affect our [added: business,] financial condition, [added: liquidity,] results of operations [removed: and] [added: and/or] cash flows.

These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance [removed: problems.][added: problems, which could in turn lead to impairment of long-lived assets associated with projects.]

Any failure to deliver an [removed: effective] [added: effective, accurate, compliant] and secure product or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other losses.

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

If we were unable to find a replacement financial institution to provide sponsorship or attain direct [removed: membership,] [added: membership or unable to transition to a new sponsor financial institution in a timely manner,] 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.

The termination of our registration, or any changes in the [added: rules of] Visa or Mastercard [removed: rules] [added: or any other network] that would impair our [removed: registration,] [added: registration or prevent us from providing services to our customers,] could require us to stop providing [removed: Visa and Mastercard] payment processing [removed: services,] [added: services or prevent us from successfully submitting transactions to such network,] which would make it impossible for us to conduct our business on its current scale.

[added: 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.

[removed: Increased] [added: - Increased] merchant, referral [removed: partner or] [added: partner,] ISO [added: or payment facilitator] attrition could cause our financial results to [removed: decline.][added: decline.]

If a referral partner [removed: or an ISO] switches to another transaction processor, terminates our services, internalizes payment processing functions that we perform, merges with or is acquired by one of our competitors, or shuts down or becomes insolvent, we may no longer receive new merchant referrals from such referral partner, and we risk losing existing merchants that were originally enrolled by the referral [removed: partner or ISO.][added: partner.]

Our future growth and profitability depend upon our continued expansion within the markets in which we currently operate, the further expansion of these markets, the emergence of other markets for payment technology and software solutions [added: and our ability to penetrate these markets.]

Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by [removed: the effects] [added: a variety] of [removed: the COVID-19 pandemic,] [added: factors including] adverse financial conditions, trade tensions and increased global scrutiny of foreign investments.

[removed: Further,] [added: Furthermore,] our future success will depend, in part, upon our ability to manage our expanded business, which could pose substantial challenges for our management, including challenges related to the management and monitoring of new operations and associated costs and complexity.

We may also face increased scrutiny from governmental authorities [removed: as] [added: if we become] a [removed: result of increasing the size of our] [added: larger] business.

If consumers do not continue to use credit, debit or [removed: GPR prepaid debit cards or] other digital payment methods of the type we process as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, checks, credit cards and debit [removed: or GPR prepaid debit] cards, that is adverse to us, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In each case, our business, financial condition, results of operations and cash flows [removed: may] [added: could] be adversely affected.

[removed: The financial position of these customers and their willingness to pay for our] services are affected by general market conditions, competitive pressures and operating margins within their industries.

Risks Factors Summary

- Our systems or our third-party providers' systems may fail, which could interrupt our service, cause us to lose business, increase our costs and expose us to liability.

- The payments technology industry is highly competitive and highly innovative, and some of our competitors have greater financial and operational resources than we do, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new and disruptive technologies.

- In order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.

- Our revenues from the sale of services to merchants that accept Visa and Mastercard are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card networks.

- We rely on various financial institutions to provide clearing services in connection with our settlement activities.

If we are unable to maintain clearing services with these financial institutions and are unable to find a replacement, our business may be adversely affected.

- Our future growth depends in part on the continued expansion within markets in which we already operate, the emergence of new markets, and the continued availability of alliance relationships and strategic acquisition opportunities.

- There may be a decline in the use of cards and other digital payments as a payment mechanism for consumers or other adverse developments with respect to the card industry in general.

- Consolidation among financial institutions or among retail customers, including the merger of our customers with entities that are not our customers or the sale of portfolios by our customers to entities that are not our customers, could affect our financial condition, results of operations and cash flows.

- If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer.

The timing of the conversions or deconversions of card portfolios could also affect our revenues and expenses.

- We incur chargeback losses when our merchants refuse or cannot reimburse us for chargebacks resolved in favor of their customers.

Any increase in chargebacks not paid by our merchants could adversely affect our business, financial condition, results of operations and cash flows.

- Fraud by merchants or others and losses from overdrawn cardholder accounts could have an adverse effect on our financial condition, results of operations and cash flows.

- Increases in card network fees may result in the loss of customers and/or a reduction in our earnings.

- The integration and conversion of our acquired operations or other future acquisitions, if any, could result in increased operating costs if the anticipated synergies of operating these businesses as one are not achieved, a loss of strategic opportunities if management is distracted by the integration process, and a loss of customers if our service levels drop during or following the integration process.

- Our inability to complete certain divestitures or the effects of divesting a business could have a material adverse effect on our business and financial results.

- Our business is subject to government regulation and oversight.

- New or revised tax regulations, unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect our tax expense.

- Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

- We are subject to risks associated with changes in interest rates or currency exchange rates, which could adversely affect our business, financial condition, results of operations and cash flows, and we may not effectively hedge against these risks.

- A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs.

- Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business.

- We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

- Our substantial indebtedness could adversely affect us and limit our business flexibility.

- We may not be able to raise additional funds to finance our future capital needs.

- Our balance sheet includes significant amounts of goodwill and other intangible assets.

The impairment of a portion of these assets could negatively affect our business, financial condition and results of operations.

- We may not be able to, or we may decide not to, pay dividends or repurchase shares at a level anticipated by our shareholders, which could reduce shareholder returns.

- We are subject to economic and geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations and cash flows.

- If we lose key personnel or are unable to attract and hire additional qualified personnel as we grow, our business could be adversely affected.

- The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial condition, results of operations and cash flows.

Risks Related to Our Business Model and Operations

Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver our services; damage our reputation among our customers, card issuers, financial institutions, card networks, partners and cardholders; adversely affect our continued card network registration or membership and financial institution sponsorship; and expose us to penalties, fines, liabilities, legal claims and defense costs.

We have adopted policies and procedures, involving an incident response plan and both the board of directors and management oversight of cybersecurity risks, that we believe are designed to facilitate the identification, assessment and management of those risks including any risks that have the potential to be material.

Our information security program establishes technical, physical and administrative controls to maintain the confidentiality, integrity and availability of our information and technical assets.

We have experienced such incidents in the past, and we cannot guarantee that we will be able to anticipate or detect all attacks or vulnerabilities or implement adequate preventative measures in the future.

of heightened risk between the acquisition date and the completion of such implementation.

Furthermore, certain of our third-party relationships are subject to our vendor management program and are governed by written contracts.

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

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.

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 condition and results of operations.

service solutions.

Additionally, the market for prepaid cards, demand deposit accounts and alternative financial services is similarly highly competitive, and competition is increasing as more companies endeavor to address the needs of underbanked consumers.

We anticipate increased competition from alternative financial services providers who are often well positioned to service the underbanked and who may wish to develop their own prepaid card or demand deposit account programs.

We also face strong price competition.

If we fail to comply with the applicable requirements of the

Our 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 condition, results of operations and cash flows.

Our Consumer Solutions segment relies on arrangements that we have with issuing banks to provide us with critical 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 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 if our relationship with MetaBank or another critical 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.

It may not be possible to find a replacement bank on terms that are acceptable to us or at all.

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 condition, results of operations and cash flows.

Furthermore, our 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.

Some of these companies may endeavor to internally develop their own programs or enter into exclusive relationships with our competitors to distribute or market their services.

The loss of, or a substantial decrease in revenues from, one or more of our top distributors, marketers or brand partners could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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.

We have potential liability for fraudulent digital payment transactions or credits initiated by merchants or others, and our prepaid card programs expose us to threats involving the misuse of cards, collusion, fraud and identity theft.

Additionally, the COVID-19 pandemic, as well as macroeconomic conditions such as rising inflation and higher costs for labor and supplies, have negatively affected or may continue to affect the financial viability and operations of certain merchants.

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

criminal penalties, including fines, or may cause customers or potential customers to be reluctant to do business with us, any of which could have an adverse effect on our financial condition.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data privacy practices or operations model, which could result in potential liability for fines, damages or a need to incur substantial costs to modify our operations.

With respect to our Consumer Solutions segment, because each distributor offers prepaid cards, reload services and/or money remittance services as an agent of Consumer Solutions, or another third party, we do not believe that the distributors themselves are required to become licensed as money transmitters in order to engage in such activity.

However, there is a risk that a federal or state regulator will take a contrary position and initiate enforcement or other proceedings against a distributor, us, our issuing banks or our other service providers.

If we are unsuccessful in making a persuasive argument that a distributor should not be subject to such licensing requirements, it could result in the imposition of fines, the suspension of the distributor’s ability to offer some or all of our related services in the relevant jurisdiction, civil liability and criminal liability, each of which could negatively affect our financial condition and results of operations.

Furthermore, if the federal government or one or more state governments impose additional legislative or regulatory requirements on our Consumer Solutions segment, the issuing banks or the distributors, or prohibit or limit the activities of our Consumer Solutions segment as currently conducted, we may be required to modify or terminate some or all of our Consumer Solutions services offered in the relevant jurisdiction or certain of the issuing banks may terminate their relationship with us.

Moreover, as a number of our Consumer Solutions distributors are engaged in offering payday, title and/or installment loans, current and future legislative and regulatory restrictions that negatively affect their ability to continue their operations could have a corresponding negative effect on our revenue and

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

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

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.

out of particular jurisdictions.

technology.

This results in the build-up of a substantial receivable from our customers.

Although the immediate effects of the COVID-19 pandemic have been assessed, the long-term effects of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and are difficult to predict at this time.

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.

The COVID-19 pandemic caused an economic slowdown in the U.S. and other markets in which we operate.

During [added: the third quarter of] 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 [added: former] Business and Consumer Solutions segment to include the [removed: business-to-business ("B2B")] [added: B2B] portion within our Issuer Solutions segment and the consumer portion forming our [removed: new] Consumer Solutions segment.

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

See "Note [removed: 17—Segment] [added: 18—Segment] Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.

Discussions of our results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] 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 [added: Annual Report on] Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] which was filed with the United States Securities and Exchange Commission on February [removed: 18, 2022.][added: 17, 2023.]

We have grown [removed: organically] [added: organically,] as well as through [removed: acquisitions] [added: acquisitions,] and [added: we] continue to invest in new [removed: technology solutions] and [removed: innovation,] [added: innovative technology solutions,] infrastructure to support our growing business and the [removed: continued] [added: ongoing] consolidation and enhancement of our operating platforms.

We also continue to [removed: enhance our business operating model through execution of merger and] [added: execute on] integration and other activities, 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: 2022] [added: 2023,] and results of operations for the year then [removed: ended] [added: ended,] include the following:

- Consolidated revenues for the year ended December 31, [removed: 2022] [added: 2023] increased to [removed: $8,975.5] [added: $9,654.4] million, compared to [removed: $8,523.8] [added: $8,975.5] million for the prior year.

- Merchant Solutions [removed: segment] and Issuer Solutions segment operating income and operating margin for the year ended December 31, [removed: 2022] [added: 2023] 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 [removed: prudent] expense [removed: management, partially offset by the effects of unfavorable foreign currency exchange rates.][added: management.]

[removed: - Consolidated operating income for] [added: (3) For] the year ended December 31, [removed: 2022] [added: 2022, consolidated operating income] included [removed: the unfavorable effects of] an $833.1 million goodwill impairment charge related to our former Business and Consumer Solutions reporting [removed: 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.][added: unit.]

[removed: -] We have [removed: executed on] [added: furthered] our business strategy through [removed: the execution of] several recent [removed: strategic] [added: key] transactions [added: during 2023] as follows:

[removed: ◦On August 1, 2022, we entered into a merger agreement to acquire] [added: - We completed the acquisition of] EVO Payments, Inc. (“EVO”) for total purchase consideration of [removed: approximately $4] [added: $4.3] billion.

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

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

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

The [removed: Convertible Notes] [added: notes] are convertible [removed: at the option of the holder at any time after 18 months] into cash and shares of our common stock based on [removed: an initial] [added: a] conversion rate of [removed: 7.1089] [added: 7.1421] shares of common stock per $1,000 principal amount of the [removed: Convertible Notes] [added: convertible notes] (which is equal to [removed: an initial] [added: a] conversion price of approximately [removed: $140.67] [added: $140.01] per [removed: share).][added: share), subject to customary anti-dilution and other adjustments upon the occurrence of certain events.]

[removed: ◦On August 22, 2022, we issued $2.5] [added: We have $3.0] billion [added: in] aggregate principal amount of senior unsecured notes consisting of the following: (i) [removed: $500.0 million] [added: $1.0 billion] aggregate principal amount of [removed: 4.950%] [added: 2.650%] senior notes due [removed: August 2027;] [added: 2025;] (ii) [removed: $500.0 million] [added: $1.25 billion] aggregate principal amount of [removed: 5.300%] [added: 3.200%] senior notes due [removed: August] 2029; [removed: (iii) $750.0 million aggregate principal amount of 5.400% senior notes due August 2032;] and [removed: (iv)] [added: (iii)] $750.0 million aggregate principal amount of [removed: 5.950%] [added: 4.150%] senior notes due [removed: August 2052.][added: 2049.]

The net proceeds from the offering [removed: have been or will be] [added: were] used to refinance the outstanding indebtedness under our credit facility, to make cash payments and pay transaction fees and expenses in connection with the [removed: pending] acquisition of [removed: EVO, to refinance certain outstanding indebtedness of] EVO [removed: in connection with the acquisition] and for general corporate purposes.

[removed: Emerging] [added: Continuing and Emerging] Trends

The payments technology industry continues to [added: evolve and] grow worldwide and as a result, certain large payment technology companies, including us, have expanded operations globally by pursuing acquisitions and creating alliances and joint ventures.

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

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

However, inflationary pressure or interest rate fluctuations [added: have affected and] could [removed: adversely] [added: continue to] affect our business and financial performance as a result of higher costs and/or lower consumer spending.

[removed: 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,] [added: 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.

[removed: The] [added: Although we have not experienced significant exposure or adverse effects on our business and financial results to date, the] extent to which [removed: the effects of the invasion of Ukraine by Russia will] [added: these events could] affect the global economy and our operations [removed: outside of Russia] is difficult to predict at this time.

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

We also sell services to [removed: ISOs] [added: ISOs, payment facilitators] and financial institutions.

[removed: Additionally,] [added: Issuer Solutions] revenues [added: also] include [added: loyalty redemption services, professional services, and] fees from B2B payments services and other financial service solutions marketed to [removed: corporations,] [added: businesses,] including software-as-a-service (“SaaS”) offerings that [removed: enable accounts payables automation, integrated payments, employer disbursement solutions,] [added: automate key procurement processes, provide invoice capture, coding] and [added: approval, and enable] virtual [removed: card capabilities.][added: cards and integrated payments options across a variety of key vertical markets.]

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

Customers [removed: are] [added: were] typically charged a fee for each purchase transaction made using their cards, unless the customer [removed: is] [added: was] on a monthly or annual service plan, in which case the customer [removed: is] [added: was] instead charged [removed: a monthly or annual subscription fee, as applicable.]

Customers [removed: are] [added: were] also charged a monthly maintenance fee after a specified period of inactivity.

We also [removed: charge] [added: charged] fees associated with additional services offered in connection with [removed: certain cards,] [added: our accounts,] including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers.

Revenues [removed: are] [added: were] recognized net of fees charged by the payment networks for services they [removed: provide] [added: provided] in processing transactions routed through them.

*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; [removed: amortization of] costs to fulfill customer contracts; provisions for operating losses; and, when applicable, integration [removed: expenses.][added: costs.]

*Selling, General and Administrative Expenses.* Selling, general and administrative expenses consist primarily of salaries, wages, commissions and related expenses paid to sales personnel, customer support functions other than those supporting revenues, administrative employees and management; share-based [removed: compensation expense; amortization of] [added: compensation;] 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 [removed: expenses.][added: costs.]

Year Ended December 31, [removed: 2022] [added: 2023] Compared to Year Ended December 31, [removed: 2021][added: 2022]

The following table sets forth key selected financial data for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2021 are] [added: 2022 is] derived from the accompanying consolidated financial statements included in "Item 8 - Financial Statements and Supplementary Data."

| (dollar amounts in thousands) | | | [removed: 2022] [added: 2023] | | | | | | % of Revenue(1) | | | | | | [removed: 2021] [added: 2022] | | | | | | % of Revenue(1) | | | | | | Change | | | | | | % Change | | |

| Impairment of [removed: goodwill(4)] [added: goodwill(3)] | | | [removed: 833,075] [added: —] | | | | | | [removed: 9.3] [added: —] | | % | | | | [removed: —] [added: 833,075] | | | | | | [removed: —] [added: 9.3] | | % | | | | [removed: 833,075] [added: (833,075)] | | | | | | NM | | |

During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

Our consolidated financial statements include the results of our former Consumer Solutions segment for periods prior to disposition.

The cash portion of the purchase consideration was funded through cash on hand and borrowings from our revolving credit facility.

- We completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

We also completed the sale of our gaming business for approximately $400 million.

- Our capital structure initiatives during 2023 included the issuance of Euro-denominated senior notes and the launch of a commercial paper program:

◦We issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million, or $843.6 million based on the exchange rate on the issuance date.

◦We established a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue as a cost effective means of satisfying our short-term liquidity needs.

The increase in consolidated revenues was primarily due to an increase in transaction volumes, including from the recently acquired EVO business, partially offset by the effects on revenue of the divested businesses.

- Consolidated operating income for the year ended December 31, 2023 included the favorable effects of the increase in revenues as compared to the prior year, partially offset by an increase in expenses primarily related to the acquisition of EVO.

Consolidated operating income for the year ended December 31, 2023 also included the effects of a loss on the sale of our consumer business, which was partially offset by a gain on the sale of our gaming business.

Furthermore, due to its benefits and growth potential, we anticipate the increased exploration of use of artificial intelligence in the payments industry.

We have sought to reduce our interest rate risk through issuance of fixed rate debt in place of variable rate debt, including the effect of interest rate swap hedging arrangements to convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate.

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.

In addition, failures of several financial institutions in the first quarter of 2023, including Silicon Valley Bank and Credit Suisse, have created some uncertainty in the global financial markets and a greater focus on the potential failure of other banks in the future.

Although we do not have exposure to and did not experience losses as a result of these failures, we regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S. A disruption in financial markets could impair our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services or our customers' ability to access their existing cash to fulfill their payment obligations to us.

The occurrence of these events could negatively affect our business, financial condition and results of operations.

When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses.

While economic conditions have shown moderate improvement in recent months, a downturn in macroeconomic conditions could have an adverse effect on our financial condition and results of operations.

*Other Global Conditions*

We continue to evaluate the potential effects on our business from health and social events, including pandemics like the COVID-19 pandemic.

Although the COVID-19 pandemic has subsided, it caused an economic slowdown and other macroeconomic effects in the U.S. and other markets in which we operate.

The global macroeconomic effects of the pandemic may persist for an indefinite period.

We also continue to evaluate the potential effects on our business from heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action, such as those arising from recent global events, which have increased the level of economic and political uncertainty in various regions of the world.

*Consumer Solutions.* During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

For the periods prior to disposition, our Consumer Solutions arrangements included a stand-ready performance obligation to provide account access and facilitate purchase transactions.

a monthly or annual subscription fee, as applicable.

| Merchant Solutions | | | $ | 7,151,793 | | | | | 74.1 | | % | | | | $ | 6,204,917 | | | | | 69.1 | | % | | | | $ | 946,876 | | | | | 15.3 | | % |

| Issuer Solutions | | | 2,398,870 | | | | | | 24.8 | | % | | | | 2,245,623 | | | | | | 25.0 | | % | | | | 153,247 | | | | | | 6.8 | | % |

| Consumer Solutions | | | 182,740 | | | | | | 1.9 | | % | | | | 620,482 | | | | | | 6.9 | | % | | | | (437,742) | | | | | | (70.5) | | % |

| Intersegment eliminations | | | (78,984) | | | | | | (0.8) | | % | | | | (95,507) | | | | | | (1.1) | | % | | | | 16,523 | | | | | | (17.3) | | % |

| Consolidated revenues | | | $ | 9,654,419 | | | | | 100.0 | | % | | | | $ | 8,975,515 | | | | | 100.0 | | % | | | | $ | 678,904 | | | | | 7.6 | | % |

| Cost of service | | | $ | 3,727,521 | | | | | 38.6 | | % | | | | $ | 3,778,617 | | | | | 42.1 | | % | | | | $ | (51,096) | | | | | (1.4) | | % |

| Selling, general and administrative | | | 4,073,768 | | | | | | 42.2 | | % | | | | 3,524,578 | | | | | | 39.3 | | % | | | | 549,190 | | | | | | 15.6 | | % |

| Operating expenses | | | $ | 7,938,033 | | | | | 82.2 | | % | | | | $ | 8,335,364 | | | | | 92.9 | | % | | | | $ | (397,331) | | | | | (4.8) | | % |

| Merchant Solutions | | | $ | 2,345,255 | | | | | 24.3 | | % | | | | $ | 2,040,255 | | | | | 22.7 | | % | | | | $ | 305,000 | | | | | 14.9 | | % |

| Issuer Solutions | | | 409,807 | | | | | | 4.2 | | % | | | | 356,215 | | | | | | 4.0 | | % | | | | 53,592 | | | | | | 15.0 | | % |

| Consumer Solutions | | | (3,908) | | | | | | — | | % | | | | 53,594 | | | | | | 0.6 | | % | | | | (57,502) | | | | | | (107.3) | | % |

| Corporate | | | (898,024) | | | | | | (9.3) | | % | | | | (777,744) | | | | | | (8.7) | | % | | | | (120,280) | | | | | | 15.5 | | % |

| Operating income | | | $ | 1,716,386 | | | | | 17.8 | | % | | | | $ | 640,151 | | | | | 7.1 | | % | | | | $ | 1,076,235 | | | | | 168.1 | | % |

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.

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

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.

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.

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

◦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.

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.

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.

The 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 virus variants in certain jurisdictions.

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.

Issuer Solutions revenues also include loyalty redemption services and professional services.

| Merchant Solutions | | | $ | 6,204,917 | | | | | 69.1 | | % | | | | $ | 5,665,557 | | | | | 66.5 | | % | | | | $ | 539,360 | | | | | 9.5 | | % |

| Issuer Solutions | | | 2,245,623 | | | | | | 25.0 | | % | | | | 2,165,747 | | | | | | 25.4 | | % | | | | 79,876 | | | | | | 3.7 | | % |

| Consumer Solutions | | | 620,482 | | | | | | 6.9 | | % | | | | 783,625 | | | | | | 9.2 | | % | | | | (163,143) | | | | | | (20.8) | | % |

| Intersegment eliminations | | | (95,507) | | | | | | (1.1) | | % | | | | (91,167) | | | | | | (1.1) | | % | | | | (4,340) | | | | | | 4.8 | | % |

| Consolidated revenues | | | $ | 8,975,515 | | | | | 100.0 | | % | | | | $ | 8,523,762 | | | | | 100.0 | | % | | | | $ | 451,753 | | | | | 5.3 | | % |

| Cost of service | | | $ | 3,778,617 | | | | | 42.1 | | % | | | | $ | 3,773,725 | | | | | 44.3 | | % | | | | $ | 4,892 | | | | | 0.1 | | % |

| Selling, general and administrative | | | 3,524,578 | | | | | | 39.3 | | % | | | | 3,391,161 | | | | | | 39.8 | | % | | | | 133,417 | | | | | | 3.9 | | % |

| Operating expenses | | | $ | 8,335,364 | | | | | 92.9 | | % | | | | $ | 7,164,886 | | | | | 84.1 | | % | | | | $ | 1,170,478 | | | | | 16.3 | | % |

| Merchant Solutions | | | $ | 2,040,255 | | | | | 22.7 | | % | | | | $ | 1,725,990 | | | | | 20.2 | | % | | | | $ | 314,265 | | | | | 18.2 | | % |

| Issuer Solutions | | | 356,215 | | | | | | 4.0 | | % | | | | 333,355 | | | | | | 3.9 | | % | | | | 22,860 | | | | | | 6.9 | | % |

| Consumer Solutions | | | 53,594 | | | | | | 0.6 | | % | | | | 135,541 | | | | | | 1.6 | | % | | | | (81,947) | | | | | | (60.5) | | % |

| Corporate(3) | | | (777,744) | | | | | | (8.7) | | % | | | | (836,010) | | | | | | (9.8) | | % | | | | 58,266 | | | | | | (7.0) | | % |

| Operating income | | | $ | 640,151 | | | | | 7.1 | | % | | | | $ | 1,358,876 | | | | | 15.9 | | % | | | | $ | (718,725) | | | | | (52.9) | | % |

The increase in revenues was primarily due to an increase in transaction volumes as a result of growth in customer base, acceleration in the use of digital payment solutions and continued economic recovery from the effects of the COVID-19 pandemic, partially offset by the effects of unfavorable foreign currency exchange rates as the U.S. dollar strengthened during 2022.

While we saw signs of economic recovery during 2022, which positively affected our financial results 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 other global events and economic conditions.

For the year ended December 31, [removed: 2022,] [added: 2023,] currency exchange rate fluctuations [removed: decreased] [added: increased] our consolidated revenues by approximately [removed: $164.4] [added: $6.1] million and [removed: decreased] [added: increased] our operating income by approximately [removed: $60.4] [added: $8.6] 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: 2022,] [added: 2023,] our transaction gains and losses were insignificant.

The resulting translation adjustment is [removed: recorded] [added: recognized] as a component of other comprehensive income and is included in shareholders' equity.

Transaction gains and losses on intercompany balances of a long-term investment nature are also [removed: recorded] [added: recognized] as a component of other comprehensive income.

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

As of December 31, [removed: 2022,] [added: 2023,] the amount outstanding under these variable-rate debt arrangements and settlement lines of credit was [removed: $747.1] [added: $3,922.4] million.

Based on balances outstanding under variable-rate debt agreements and invested cash balances at December 31, [removed: 2022,] [added: 2023,] a hypothetical increase of 50 basis points in applicable interest rates as of December 31, [removed: 2022] [added: 2023] would increase our annual interest expense by approximately [removed: $3.1] [added: $11.6] million and increase our annual interest income by approximately [removed: $3.0] [added: $4.8] million.

We have designated our aggregate €800 million Euro-denominated senior notes due March 2031 as a hedge of our net investment in our Euro-denominated operations.

The purpose of the net investment hedge is to offset the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates, and the foreign currency remeasurement gains and losses associated with the Euro-denominated senior notes are presented within the same components of other comprehensive income and accumulated comprehensive income.

We have entered into interest rate swaps that reduce a portion of our exposure to market interest rate risk on certain of our variable-rate debt as discussed in "Note 10—Derivatives and Hedging Instruments" in the notes to our accompanying consolidated financial statements.

We have not historically hedged our translation risk on foreign currency exposure, but we may do so in the future.

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

Headquartered in Georgia with approximately [removed: 25,000] [added: 27,000] team members worldwide, Global Payments is a Fortune 500 company and is a member of the S&P 500.

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

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

We also seek to enter new markets through acquisitions, alliances and joint ventures [added: in selected markets] around the world.

We intend to continue to invest in and leverage our technology infrastructure and [removed: our people] [added: capabilities] to increase our penetration in existing markets.

- Further scaling the four pillars of our strategy: software-driven focus, ecommerce [removed: &] [added: and] omnichannel solutions, exposure to faster growth markets and [removed: business-to-business ("B2B")] [added: B2B] payments;

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

*•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 [added: certain] customers with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk.

- *Scalable Operating Environment and Technology Infrastructure* - We operate with a multi-channel, global technology [removed: infrastructure, which] [added: infrastructure that] provides scalable and innovative service offerings and a consistent service experience to our merchants, customers, financial institutions and other partners worldwide, while also driving sustainable operating efficiencies.

- *Disciplined Acquisition Approach* - Our proven track record for selectively and successfully sourcing, completing [added: acquisitions] and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.

[removed: *EVO] [added: *Acquisition of EVO] Payments, Inc.*

On [removed: August 1, 2022,] [added: March 24, 2023,] we [removed: entered into a merger agreement to acquire] [added: completed the acquisition of] EVO Payments, Inc. (“EVO”) for total purchase consideration of approximately $4 billion.

EVO is a [removed: leading] payment technology and services provider, offering [removed: 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 [added: in attractive markets] and augments our [removed: B2B] [added: business-to-business ("B2B")] software and payment solutions business.

[removed: *Consumer] [added: *Disposition of Consumer] Business*

[removed: *Gaming] [added: *Disposition of Gaming] Business*

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

See "Note [removed: 17—Segment] [added: 18—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 earn software subscription and licensing fees, as well as other fees for specific value-added services, [removed: that] [added: which] may be unrelated to the number or value of transactions.

[removed: *Technology-Enabled.*] Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including enterprise software solutions, designed to enable merchants to better manage their businesses.

[added: *Technology-Enabled.*] Our technology-enabled distribution [added: channel] includes integrated and vertical market software solutions and ecommerce and omnichannel solutions, each as described below.

*Integrated Solutions.* Our integrated solutions provide advanced payments technology that is [removed: deeply] embedded into business management software solutions owned by our technology partners who operate in numerous vertical markets, primarily in North America.

Our vertical markets software solutions provide advanced payments technology that is [removed: deeply] integrated into business enterprise software solutions that we own.

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

[removed: These solutions include] [added: Prior to disposition, the gaming business offered a comprehensive suite of solutions, including] credit and debit card cash advance, cashless advance, iGaming solutions, traditional and digital check processing and other services specific to [removed: this market.][added: the gaming market in North America.]

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

[removed: *•Zego*.][added: - *Zego*.]

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

We sell ecommerce and omnichannel solutions to customers of all sizes, from small businesses accepting payments in a single country to [added: payment facilitators,] enterprise and multinational [removed: businesses] [added: partners and merchants] that have complex payment needs and operate retail and online businesses in multiple countries.

*Relationship-Led.* Through our relationship-led direct sales [removed: force] [added: forces] worldwide, as well as [removed: bank] [added: financial institution] and other referral partnerships, we offer our payments technology services, software and other value-added solutions directly to customers across numerous verticals in the markets we serve.

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

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

[removed: ][added: ]

Additionally, our Issuer Solutions segment provides B2B payment services and other financial service solutions marketed to [removed: corporations,] [added: businesses,] including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.

[removed: Payment processing services revenues are generated primarily from charges based on] the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file.

[removed: Our] [added: Prior to disposition, the consumer business comprised our former] Consumer Solutions segment [removed: provides] [added: and provided] general purpose reloadable ("GPR") prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United [removed: States through our Netspend® and other brands.][added: States.]

In the United States, we compete with a large number of providers, including but not limited to Fiserv, Inc. ("Fiserv"), [removed: Fidelity National Information Services, Inc. ("FIS"),] [added: Worldpay, LLC ("Worldpay"),] Chase Paymentech Solutions, LLC, Elavon, Inc., a subsidiary of U.S. Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc., Stripe, Inc., Shopify Inc. and Block Inc. [removed: (formerly known as Square, Inc.).][added: While these are our primary competitors in the merchant acquiring space, our vertically focused businesses in the United States compete with numerous other providers in their respective verticals.]

We compete outside the U.S. with financial institutions in the markets in which we operate, as well as both large providers (such as [removed: FIS,] [added: Worldpay,] 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, [removed: Adyen] [added: Adyen, Stripe] and [removed: Stripe.][added: Zeta.]

During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

On April 26, 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

On April 1, 2023, we completed the sale of our gaming business for approximately $400 million.

For colleges and universities, we offer integrated commerce software and payment solutions, as well as a variety of additional value added services.

Payment processing services revenues are generated primarily from charges based on

Consistent with this focus, we continue to operate our business in accordance with the following strategic framework:

For a further discussion of our approach to cybersecurity, see "Item 1C - Cybersecurity."

As of December 31, 2023, approximately 59% of our workforce resided in the Americas, 19% in Europe and 22% in Asia Pacific.

More broadly, the board of directors and the Compensation Committee of our board of directors ("Compensation Committee") provide oversight on certain culture and human management topics, including diversity, equity and inclusion (“DEI”) and succession plans for critical talent.

Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response thereto.

We place an emphasis on attracting and retaining diverse team members and having a workforce that reflects the communities in which we work and live around the world.

Furthermore, we offer comprehensive and competitive pay and benefits packages, including paid parental leave, team member assistance, savings and retirement programs and equity-based awards that vest over a period of time to support retention of key contributors.

To further engrain our DEI strategy in the organization, we have established various Employee Resource Groups and diversity action teams, led by senior leaders throughout our company.

These groups and teams are critical drivers in fostering organizational change, establishing dedicated focus on DEI priorities and managing the DEI program beyond our corporate function.

*Consumer Protection*

The CFPB has significant authority to regulate consumer financial products in the U.S., including consumer payments, and similar products.

The FTC, state attorneys general and similar regulatory agencies in other jurisdictions may have broad consumer protection mandates that could result in the promulgation and interpretation of rules and regulations that may affect our business.

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

*Financial Institution Regulations*

Certain of our subsidiaries hold payment institution ("PI") licenses.

These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate.

As a result of the acquisition of EVO, we have added PI licenses in Poland, Greece and Germany, in addition to those previously held in Spain, Malta and the Czech Republic as well as similar licenses in the United Kingdom.

As a PI, each subsidiary is subject to regulation and oversight in the applicable jurisdiction, which includes, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules regarding the conduct and operation of their business, including the revised Payment Services Directive 2 and the forthcoming requirements under the Digital Operational Resilience Act and reporting obligations in respect of Central Electronic System of Payment Information.

*Privacy, Information Security and Other Business Practices Regulation*

other countries, which require that customer identifying information be obtained and verified.

Recently, some states have begun to regulate earned wage access products, including, for example by enacting new laws requiring licensure of earned wage access providers and/or requiring fee restrictions on the products, or by including earned wage access products in existing lending laws, which could also result in licensure requirements and/or fee limitations.

States could also potentially regulate these products under existing wage and hour laws related to the assignment of wages.

We may be subject to additional requirements and limitations under federal or state lending laws as a result of new interpretations, formal guidance or additional regulations relating to earned wage access products.

Sustainability

Regulators in Europe and the U.S. have also focused efforts on increased disclosure related to climate change and mitigation efforts.

The EU recently adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive that will impose disclosure of the risks and opportunities arising from social and environmental issues, and on the effect of companies’ activities on people and the environment.

In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state.

Further, the SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and complexity.

International sustainability disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board, which some countries (such as the United Kingdom) have indicated they may incorporate into sustainability disclosure standards required of certain companies

We are monitoring proposed and pending climate legislation for effect and are also working to continually ensure that our sustainability agenda is integrated into our overall business strategy.

The key tenets of our strategy include the following:

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.

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 consideration of 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.

*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.

Our foreign operations subject us to various risks, including, without limitation, currency exchange risks and political, economic and regulatory risks.

See "Item 1A - Risk Factors" for additional information about these risks.

For colleges and universities, we offer integrated commerce software solutions, payment services, loan services, credentialing services, open- and closed-loop payment solutions, hardware, technical support and training.

- *Gaming.* We offer a comprehensive suite of solutions to the gaming market in North America.

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.

We offer high-touch services that provide our customers with reliable and secure solutions coupled with high-quality and responsive support services.

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

Consumer Solutions Segment

Through our 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 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

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

Consumer Solutions currently has active agreements with four card-issuing banks.

The Consumer Solutions segment markets its services through multiple distribution channels, including alternative financial service providers, traditional retailers, direct-to-consumer and online marketing programs and contractual relationships with corporate employers.

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.

Customers are typically charged a fee for each purchase transaction made using their cards, unless the customer is on a monthly or annual service plan, in which case the customer is instead charged a monthly or annual subscription fee, as applicable.

Customers are also charged a monthly maintenance fee after a specified period of inactivity.

We also charge fees associated with additional services offered in connection with programs we manage, including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers.

Revenues are recognized net of fees charged by the payment networks for services they provide in processing transactions routed through them.

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.

While these are our primary competitors in the merchant acquiring space, our vertically focused businesses in the United States compete with numerous other providers in their respective verticals.

Our Consumer Solutions segment primarily competes with other demand deposit account and prepaid debit account program managers to provide financial service solutions to the underbanked and other consumers and businesses.

Our primary competitors in this space include Green Dot Corporation, InComm, Fiserv and Chime.

Some of this information is also

We are subject to cybersecurity and information theft risks in our operations, which we seek to manage through cyber and information security programs, training and insurance coverage.

To strengthen our security and cyber defenses, we continue to deploy multiple methods at different layers to defend our systems against misuse, intrusions and cyberattacks and to protect the data we collect.

Furthermore, we work with information security and forensics firms and employ advanced technologies to help prevent, investigate and address issues relating to processing system security and availability.

We also collaborate with third parties, regulators and law enforcement, when appropriate, to resolve security incidents and assist in efforts to prevent unauthorized access to our processing systems.

As of December 31, 2022, our approximately 25,000 team member workforce represented approximately 80 nationalities and 19 natively spoken languages, with approximately 63% residing in the Americas, 15% residing in Europe and 22% residing in Asia Pacific.

We place an emphasis on attracting and retaining premier and diverse team members.

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

authority to determine whether any nonbank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on the ground that it is "systemically important" to the U.S. financial system.

See "Note 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: 2022][added: 2023]

[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: $30,255,291,202.][added: $25,440,604,840.]

The number of shares of the registrant's common stock outstanding at February [removed: 15, 2023] [added: 12, 2024] was [removed: 263,154,052] [added: 257,984,986] shares.

Specifically identified portions of the registrant's proxy statement for the [removed: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference in Part III.

[removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K

| ITEM 1. | | | | | | [removed: [BUSINESS](#ic24409e197ee4d2b96a1e93f70620007_16)] [added: [BUSINESS](#id98d89d303914ed8b0e11aafcd988ae0_16)] | | | [removed: [5](#ic24409e197ee4d2b96a1e93f70620007_16)] [added: [5](#id98d89d303914ed8b0e11aafcd988ae0_16)] | | |

| ITEM 1A. | | | | | | [RISK [removed: FACTORS](#ic24409e197ee4d2b96a1e93f70620007_19)] [added: FACTORS](#id98d89d303914ed8b0e11aafcd988ae0_19)] | | | [removed: [17](#ic24409e197ee4d2b96a1e93f70620007_19)] [added: [16](#id98d89d303914ed8b0e11aafcd988ae0_19)] | | |

| ITEM 2. | | | | | | [removed: [PROPERTIES](#ic24409e197ee4d2b96a1e93f70620007_22)] [added: [PROPERTIES](#id98d89d303914ed8b0e11aafcd988ae0_22)] | | | [removed: [30](#ic24409e197ee4d2b96a1e93f70620007_22)] [added: [33](#id98d89d303914ed8b0e11aafcd988ae0_22)] | | |

| ITEM 3. | | | | | | [LEGAL [removed: PROCEEDINGS](#ic24409e197ee4d2b96a1e93f70620007_25)] [added: PROCEEDINGS](#id98d89d303914ed8b0e11aafcd988ae0_25)] | | | [removed: [30](#ic24409e197ee4d2b96a1e93f70620007_25)] [added: [33](#id98d89d303914ed8b0e11aafcd988ae0_25)] | | |

| ITEM 5. | | | | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ic24409e197ee4d2b96a1e93f70620007_31)] [added: SECURITIES](#id98d89d303914ed8b0e11aafcd988ae0_31)] | | | [removed: [31](#ic24409e197ee4d2b96a1e93f70620007_31)] [added: [34](#id98d89d303914ed8b0e11aafcd988ae0_31)] | | |

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| ITEM 7. | | | | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ic24409e197ee4d2b96a1e93f70620007_37)] [added: OPERATIONS](#id98d89d303914ed8b0e11aafcd988ae0_37)] | | | [removed: [33](#ic24409e197ee4d2b96a1e93f70620007_37)] [added: [36](#id98d89d303914ed8b0e11aafcd988ae0_37)] | | |

| ITEM 7A. | | | | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ic24409e197ee4d2b96a1e93f70620007_49)] [added: RISK](#id98d89d303914ed8b0e11aafcd988ae0_49)] | | | [removed: [50](#ic24409e197ee4d2b96a1e93f70620007_49)] [added: [53](#id98d89d303914ed8b0e11aafcd988ae0_49)] | | |

| ITEM 8. | | | | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic24409e197ee4d2b96a1e93f70620007_52)] [added: DATA](#id98d89d303914ed8b0e11aafcd988ae0_52)] | | | [removed: [51](#ic24409e197ee4d2b96a1e93f70620007_52)] [added: [55](#id98d89d303914ed8b0e11aafcd988ae0_52)] | | |

| ITEM 9. | | | | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ic24409e197ee4d2b96a1e93f70620007_136)] [added: DISCLOSURE](#id98d89d303914ed8b0e11aafcd988ae0_145)] | | | [removed: [105](#ic24409e197ee4d2b96a1e93f70620007_136)] [added: [112](#id98d89d303914ed8b0e11aafcd988ae0_145)] | | |

| ITEM 9A. | | | | | | [CONTROLS AND [removed: PROCEDURES](#ic24409e197ee4d2b96a1e93f70620007_139)] [added: PROCEDURES](#id98d89d303914ed8b0e11aafcd988ae0_148)] | | | [removed: [105](#ic24409e197ee4d2b96a1e93f70620007_139)] [added: [112](#id98d89d303914ed8b0e11aafcd988ae0_148)] | | |

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| ITEM 9C. | | | | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ic24409e197ee4d2b96a1e93f70620007_145)] [added: INSPECTIONS](#id98d89d303914ed8b0e11aafcd988ae0_154)] | | | [removed: [106](#ic24409e197ee4d2b96a1e93f70620007_145)] [added: [113](#id98d89d303914ed8b0e11aafcd988ae0_154)] | | |

| ITEM 10. | | | | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ic24409e197ee4d2b96a1e93f70620007_151)] [added: GOVERNANCE](#id98d89d303914ed8b0e11aafcd988ae0_160)] | | | [removed: [107](#ic24409e197ee4d2b96a1e93f70620007_151)] [added: [114](#id98d89d303914ed8b0e11aafcd988ae0_160)] | | |

| ITEM 11. | | | | | | [EXECUTIVE [removed: COMPENSATION](#ic24409e197ee4d2b96a1e93f70620007_154)] [added: COMPENSATION](#id98d89d303914ed8b0e11aafcd988ae0_163)] | | | [removed: [107](#ic24409e197ee4d2b96a1e93f70620007_154)] [added: [114](#id98d89d303914ed8b0e11aafcd988ae0_163)] | | |

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| ITEM 13. | | | | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ic24409e197ee4d2b96a1e93f70620007_160)] [added: INDEPENDENCE](#id98d89d303914ed8b0e11aafcd988ae0_169)] | | | [removed: [108](#ic24409e197ee4d2b96a1e93f70620007_160)] [added: [115](#id98d89d303914ed8b0e11aafcd988ae0_169)] | | |

| ITEM 14. | | | | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ic24409e197ee4d2b96a1e93f70620007_163)] [added: SERVICES](#id98d89d303914ed8b0e11aafcd988ae0_172)] | | | [removed: [108](#ic24409e197ee4d2b96a1e93f70620007_163)] [added: [115](#id98d89d303914ed8b0e11aafcd988ae0_172)] | | |

| ITEM 15. | | | | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ic24409e197ee4d2b96a1e93f70620007_169)] [added: SCHEDULES](#id98d89d303914ed8b0e11aafcd988ae0_178)] | | | [removed: [108](#ic24409e197ee4d2b96a1e93f70620007_169)] [added: [115](#id98d89d303914ed8b0e11aafcd988ae0_178)] | | |

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; [added: statements we make regarding guidance and projected financial results for] the [added: year 2024; the] effects of general economic conditions on our [removed: business, including those caused by the COVID-19 pandemic;] [added: business;] statements about the [removed: strategic rationale and] benefits of [removed: the proposed acquisition of EVO Payments, Inc. (“EVO”),] [added: our acquisitions or divestitures,] including future financial and operating [removed: results, the combined company’s plans, objectives, expectation and intentions] [added: results] and the completion and expected timing of [added: our acquisitions or] completion of [removed: the proposed transaction; planned divestitures, including Netspend's consumer business and our gaming solutions business,] [added: anticipated benefits] or strategic initiatives; [removed: and] our success and timing in developing and introducing new services and expanding our [removed: business.][added: business; and other statements regarding our future financial performance and the company’s plans, objectives, expectations and intentions.]

Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control, cannot be foreseen and reflect future business [removed: decisions that are subject to change.][added: decisions.]

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, the effects of global economic, political, market, health and social events or other [removed: conditions, including the effects and duration of, and actions taken in response to, the COVID-19 pandemic and Russia's invasion of Ukraine;] [added: conditions;] foreign currency exchange, inflation and rising interest rate risks; difficulties, delays and higher than anticipated costs related to integrating the businesses of 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 [removed: the Company's business;] our [removed: 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;] [added: business;] 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 indebtedness; our ability to meet environmental, social and governance targets, goals and commitments; the potential effects of climate 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 10-K and subsequent filings we make with the [removed: SEC,] [added: Securities and Exchange Commissions ("SEC"),] which we advise you to review.

| 4.875% Senior Notes due 2031 | | | | | | GPN31A | | | | | | New York Stock Exchange | | |

| ITEM 1C. | | | | | | [CYBERSECURITY](#id98d89d303914ed8b0e11aafcd988ae0_1820) | | | [31](#id98d89d303914ed8b0e11aafcd988ae0_1820) | | |

| | | | | | | [SIGNATURES](#id98d89d303914ed8b0e11aafcd988ae0_181) | | | [120](#id98d89d303914ed8b0e11aafcd988ae0_181) | | |

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

Processes for the Identification, Assessment, and Management of Material Risks from Cybersecurity Threats

Although Global Payments is unable to eliminate all risks associated with cybersecurity threats and we cannot provide full assurance that our cybersecurity risk management processes will be fully complied with or effective, we have adopted policies and procedures that are designed to facilitate the identification, assessment, and management of those risks, including any such risks that have the potential to be material.

We use multiple mechanisms to identify risks associated with cybersecurity threats, including but not limited to the following:

- Our information security program describes three levels of risk assessment exercises to be performed or obtained on a periodic basis by the Information Security function, ranging from enterprise-level to system-level risk assessments;

- Our Information Security function also includes a threat intelligence team that performs continual threat monitoring activities;

- Our Business Technology Services function includes teams that provide architectural review, security advisory, and application testing services in connection with the development of new products, applications, and integrations;

- Our Internal Audit function performs annual reviews designed to evaluate selected systems’ compliance with our information security program and/or recognized external control frameworks;

- Independent consultants and auditors evaluate selected systems and applications on an annual basis; and

- All team members are empowered to submit self-identified information security risks for analysis by our internal risk management professionals.

Cybersecurity risks identified through any of the foregoing mechanisms and submitted to our governance, risk, and compliance platform are assessed by our internal risk management professionals, in collaboration with appropriate subject-matter experts ("SMEs"), pursuant to standards established by our Enterprise Risk Management ("ERM") organization.

Our internal risk management professionals work with the SMEs and other stakeholders to establish remediation plans for identified information security risks and to determine when risk acceptance might be a reasonable and appropriate solution.

Issues relating to cybersecurity identified by Internal Audit are reported to the Technology Committee of our board of directors ("Technology Committee").

Our ERM organization, under the supervision of the Chief Risk Officer, leads our efforts to consider and assess threats to the Company and the risks that result therefrom, including cybersecurity threats and related risks.

With support from Information Security, Legal, and the Privacy Office, ERM conducts periodic evaluations of our information security posture, manages regular meetings with the executive leadership team to discuss risk levels across the company, and maintains and monitors risk tolerances and escalation criteria that drive executive and the board of director communications, as further described in our disclosures related to the board of directors oversight of material risks associated with cybersecurity threats.

We manage risks associated with cybersecurity threats first and foremost through our information security program.

We have implemented a comprehensive, layered security approach, across our computing environment, that is designed to facilitate the reduction of cybersecurity risk through the establishment of technical, physical and administrative controls oriented towards the maintenance of the confidentiality, integrity and availability of our information and technical assets.

The structure of the information security program is informed by the NIST Cybersecurity Framework, and the program includes controls designed to facilitate the compliance of our cardholder data environments with PCI-DSS.

The information security program is under the responsibility of the Chief Information Security Officer ("CISO"), while governance and oversight is provided by the Technology Committee as set forth in the Technology Committee Charter.

The CISO is responsible for the strategy, execution and administration of the program and reports directly to the Chief Information Officer ("CIO"), while also maintaining reporting lines to the Technology Committee, its chair and the full board of directors.

We have also established a Management Risk Committee ("MRC"), composed primarily of executive management, that is responsible for identifying, assessing, prioritizing and monitoring action plans to mitigate key risks.

The MRC meets regularly.

To encourage alignment on risk identification, assessment, and management objectives throughout all levels of the company, we have implemented a security education and awareness program that is designed to reinforce key behaviors that

facilitate risk reduction and inform team members about the material cybersecurity risks facing our organization.

We also include periodic training on information security to the board of directors.

Identification, Assessment, and Management of Third-Party Cybersecurity Risks

We have designed our risk identification, assessment, and management processes and procedures to account for cybersecurity risks associated with our use of third-party service providers.

In addition to performing periodic assessments of vendors that include evaluating those vendors for cybersecurity risks, we endeavor to reduce supply chain cybersecurity risks by: (1) seeking to impose contractual requirements on our counterparties related to the use and security of personal data and other confidential information, as well as compliance with applicable privacy and security laws, wherever required by law to do so; and (2) requiring new software integrations and connectivity with vendors to undergo an architectural review process that involves consultation with the information security function and other relevant stakeholders.

Moreover, critical vendors receive periodic comprehensive risk assessments conducted by the vendor management office (a team within ERM), in collaboration with Information Security and our Business Resiliency Governance ("BRG") team, that include a focus on the vendor’s cybersecurity practices.

Evaluation, Categorization, and Escalation of Cybersecurity Incidents

Our information security program includes an incident response plan, which establishes (1) a framework for classifying security incidents according to their severity level, taking into account the nature and scope of the incident; and (2) protocols for the escalation of incidents, including to the attention of the Technology Committee as appropriate.

The incident response plan is approved annually by the board of directors.

We maintain a Global Security Operations Center ("GSOC"), staffed 24/7, and a Global Critical Incident Management ("GCIM") team, and the roles and responsibilities of the GSOC and GCIM in the incident response context are established by the incident response plan, as well as in associated playbooks and other procedural documentation.

On an annual basis, we retain an outside consultant to develop and administer a simulation of a cybersecurity incident designed to test our response capabilities and capacity for effective cross-functional coordination in the wake of an incident and to inform management and the Technology Committee of the results of the exercise.

We maintain a business resiliency program, overseen by BRG, that is designed to facilitate our ability to respond, recover and resume services in the event of an incident that causes an operational disruption.

Discussion of Material Cybersecurity Risks and Incidents

We have not experienced any material cybersecurity incidents in the past calendar years and the expenses we have incurred from cybersecurity incidents during that period were immaterial.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

For a full discussion of cybersecurity risks, see the section entitled "Risk Factors" in Item 1A.

Board and Management Oversight of Risks Associated with Cybersecurity Threats

We believe that all of our properties [removed: will be] [added: are] suitable and adequate for our business as presently conducted.

Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February [removed: 15, 2023,] [added: 12, 2024,] there were [removed: 12,511] [added: 11,706] shareholders of record.

The following graph compares our cumulative shareholder returns with the Standard & Poor's [removed: Information Technology] [added: ("S&P") 500] Index and the [removed: Standard & Poor's] [added: S&P] 500 [added: Financials] Index for the years ended December 31, [added: 2023,] 2022, 2021, 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

The line graph assumes the investment of $100 in our common stock, the [removed: Standard & Poor's ("S&P")] [added: S&P] 500 Index and the [removed: Standard & Poor's Information Technology] [added: S&P 500 Financials] Index on December 31, [removed: 2017] [added: 2018] and assumes reinvestment of all dividends.

Among Global Payments Inc., the S&P 500 Index [added: and the S&P 500 Financials Index]

[removed: ][added: ]

*$100 invested on December 31, [removed: 2017] [added: 2018] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2022] [added: 2023] Standard & Poor's, a division of S&P Global.

| | | | | | | Global Payments | | | | | | S&P 500 Index | | | | | | [added: | | | | | |] S&P [removed: Information Technology] [added: 500 Financials] Index | | |

| December 31, [removed: 2017] [added: 2018] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | [added: | | | | | |] $ | 100.00 | |

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2022.][added: 2023.]

Information about the shares of our common stock that we repurchased during the quarter ended December 31, [removed: 2022] [added: 2023] is set forth below:

| Period | | | Total Number of Shares Purchased (1) | | | | | | Approximate Average Price Paid per [removed: Share] [added: Share, excluding commission] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | [removed: Maximum Number] [added: Maximum Number] (or [removed: Approximate Dollar] [added: Approximate Dollar] Value) [removed: of Shares] [added: of Shares] that May Yet Be Purchased [removed: Under the] [added: Under the] Plans [removed: or Programs] [added: or Programs] (2) | | |

During the quarter ended December 31, [removed: 2022,] [added: 2023,] pursuant to our employee incentive plans, we withheld [removed: 1,002] [added: 13,256] shares at an average price per share of [removed: $117.49] [added: $115.24] 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: 2022,] [added: 2023,] the approximate dollar value of shares that may yet be purchased under our share repurchase program was [removed: $1,089.9] [added: $1,090.2] million.

On January [removed: 26, 2023,] [added: 25, 2024,] our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to [removed: $1.5] [added: $2.0] billion.

In addition, we are not required by any of our [removed: board's] [added: board of directors'] authorizations or otherwise to complete any repurchases by any specific time or at all.

Global Payments was reclassified by S&P to the Financials sector of the S&P 500 from the Information Technology sector under the revised Global Industry Classification Standard (GICS®) structure in March 2023.

We are reflecting this sector change in the performance graph below to be consistent with the revised classification.

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

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

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

| December 31, 2019 | | | | | | $ | 177.25 | | | | | $ | 131.49 | | | | | | | | | | | $ | 132.13 | |

| December 31, 2020 | | | | | | $ | 210.10 | | | | | $ | 155.68 | | | | | | | | | | | $ | 129.89 | |

| December 31, 2021 | | | | | | $ | 132.55 | | | | | $ | 200.37 | | | | | | | | | | | $ | 175.40 | |

| December 31, 2022 | | | | | | $ | 98.22 | | | | | $ | 164.08 | | | | | | | | | | | $ | 156.92 | |

| December 31, 2023 | | | | | | $ | 126.72 | | | | | $ | 207.21 | | | | | | | | | | | $ | 175.99 | |

| October 1-31, 2023 | | | 6,215 | | | | | | $ | 115.44 | | | | | — | | | | | | $ | — | |

| November 1-30, 2023 | | | 2,652 | | | | | | 110.31 | | | | | | — | | | | | | — | | |

| December 1-31, 2023 | | | 4,389 | | | | | | 117.92 | | | | | | — | | | | | | — | | |

| Total | | | 13,256 | | | | | | $ | 109.38 | | | | | — | | | | | | $ | 1,090.2 | |

and the S&P Information Technology Index

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

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

| 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 | |

We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 17, 2023,] [added: 14, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

- We selected a sample of Issuer Solutions contracts and evaluated whether the performance obligations were appropriately identified in each of the selected [removed: contracts] [added: contracts,] including whether the promised services are capable of being distinct and are distinct in the context of the contract.

[removed: The Company recorded] [added: As further discussed in "Note 1—Summary of Significant Accounting Policies," we recognized] a goodwill impairment charge [removed: during 2022] of $833.1 million [added: during the year ended December 31, 2022] related to [removed: its] [added: our] former Business and Consumer [added: Solutions] reporting unit.

We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 17, 2023,] [added: 14, 2024,] expressed an unqualified opinion on those financial statements.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 8,975,515] [added: 9,654,419] | | | | | $ | [removed: 8,523,762] [added: 8,975,515] | | | | | $ | [removed: 7,423,558] [added: 8,523,762] | |

| Cost of service | | | [removed: 3,778,617] [added: 3,727,521] | | | | | | [removed: 3,773,725] [added: 3,778,617] | | | | | | [removed: 3,650,727] [added: 3,773,725] | | |

| Selling, general and administrative | | | [removed: 3,524,578] [added: 4,073,768] | | | | | | [removed: 3,391,161] [added: 3,524,578] | | | | | | [removed: 2,878,878] [added: 3,391,161] | | |

| Impairment of goodwill | | | [removed: 833,075] [added: —] | | | | | | [removed: —] [added: 833,075] | | | | | | — | | |

| [removed: Loss] [added: Net loss] on business dispositions | | | [removed: 199,094] [added: 136,744] | | | | | | [removed: —] [added: 199,094] | | | | | | — | | |

| | | | [removed: 8,335,364] [added: 7,938,033] | | | | | | [removed: 7,164,886] [added: 8,335,364] | | | | | | [removed: 6,529,605] [added: 7,164,886] | | |

| Operating income | | | [removed: 640,151] [added: 1,716,386] | | | | | | [removed: 1,358,876] [added: 640,151] | | | | | | [removed: 893,953] [added: 1,358,876] | | |

| Interest and other income | | | [removed: 33,604] [added: 113,711] | | | | | | [removed: 19,320] [added: 33,604] | | | | | | [removed: 43,551] [added: 19,320] | | |

| Interest and other expense | | | [removed: (449,433)] [added: (660,150)] | | | | | | [removed: (333,651)] [added: (449,433)] | | | | | | [removed: (343,548)] [added: (333,651)] | | |

| | | | [removed: (415,829)] [added: (546,439)] | | | | | | [removed: (314,331)] [added: (415,829)] | | | | | | [removed: (299,997)] [added: (314,331)] | | |

| Income before income taxes and equity in income of equity method investments | | | [removed: 224,322] [added: 1,169,947] | | | | | | [removed: 1,044,545] [added: 224,322] | | | | | | [removed: 593,956] [added: 1,044,545] | | |

| Income tax expense | | | [removed: 166,694] [added: 209,020] | | | | | | [removed: 169,034] [added: 166,694] | | | | | | [removed: 77,153] [added: 169,034] | | |

| Income before equity in income of equity method investments | | | [removed: 57,628] [added: 960,927] | | | | | | [removed: 875,511] [added: 57,628] | | | | | | [removed: 516,803] [added: 875,511] | | |

| Equity in income of equity method investments, net of tax | | | [removed: 85,685] [added: 67,896] | | | | | | [removed: 112,353] [added: 85,685] | | | | | | [removed: 88,297] [added: 112,353] | | |

| Net income | | | [removed: 143,313] [added: 1,028,823] | | | | | | [removed: 987,864] [added: 143,313] | | | | | | [removed: 605,100] [added: 987,864] | | |

| Net income attributable to noncontrolling interests | | | [removed: (31,820)] [added: (42,590)] | | | | | | [removed: (22,404)] [added: (31,820)] | | | | | | [removed: (20,580)] [added: (22,404)] | | |

| Net income attributable to Global Payments | | | $ | [removed: 111,493] [added: 986,233] | | | | | $ | [removed: 965,460] [added: 111,493] | | | | | $ | [removed: 584,520] [added: 965,460] | |

| Basic earnings per share | | | $ | [removed: 0.41] [added: 3.78] | | | | | $ | [removed: 3.30] [added: 0.41] | | | | | $ | [removed: 1.95] [added: 3.30] | |

| Diluted earnings per share | | | $ | [removed: 0.40] [added: 3.77] | | | | | $ | [removed: 3.29] [added: 0.40] | | | | | $ | [removed: 1.95] [added: 3.29] | |

| Net income | | | $ | [removed: 143,313] [added: 1,028,823] | | | | | $ | [removed: 987,864] [added: 143,313] | | | | | $ | [removed: 605,100] [added: 987,864] | |

| Foreign currency translation adjustments | | | [removed: (276,559)] [added: 211,310] | | | | | | [removed: (79,550)] [added: (276,559)] | | | | | | [removed: 153,210] [added: (79,550)] | | |

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

| Income tax benefit related to foreign currency translation adjustments | | | [removed: 2,698] [added: 4,131] | | | | | | [removed: 455] [added: 2,698] | | | | | | [removed: 1,160] [added: 455] | | |

| Net unrealized gains (losses) on hedging activities | | | [removed: 12,915] [added: (19,683)] | | | | | | [removed: 3,425] [added: 12,915] | | | | | | [removed: (52,742)] [added: 3,425] | | |

| Reclassification of net unrealized [added: (gains)] losses on hedging activities to interest expense | | | [removed: 21,327] [added: (4,609)] | | | | | | [removed: 40,094] [added: 21,327] | | | | | | [removed: 36,510] [added: 40,094] | | |

| Income tax [removed: (expense)] benefit [added: (expense)] related to hedging activities | | | [removed: (8,172)] [added: 5,853] | | | | | | [removed: (10,466)] [added: (8,172)] | | | | | | [removed: 4,008] [added: (10,466)] | | |

| Other, net of tax | | | [removed: (222)] [added: 439] | | | | | | [removed: 3,760] [added: (222)] | | | | | | [removed: (7,150)] [added: 3,760] | | |

| Other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (185,088)] [added: 197,441] | | | | | | [removed: (42,282)] [added: (185,088)] | | | | | | [removed: 134,996] [added: (42,282)] | | |

| Comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (41,775)] [added: 1,226,264] | | | | | | [removed: 945,582] [added: (41,775)] | | | | | | [removed: 740,096] [added: 945,582] | | |

| Comprehensive income attributable to noncontrolling interests | | | [removed: (18,519)] [added: 92,987] | | | | | | [removed: (12,123)] [added: 18,519] | | | | | | [removed: (35,223)] [added: 12,123] | | |

| Comprehensive [removed: (loss)] income [added: (loss)] attributable to Global Payments | | | $ | [removed: (60,294)] [added: 1,133,277] | | | | | $ | [removed: 933,459] [added: (60,294)] | | | | | $ | [removed: 704,873] [added: 933,459] | |

- We developed independent expectations of certain revenue streams and compared these to amounts recorded by the Company.

February 14, 2024

February 14, 2024

| Notes receivable | | | 713,123 | | | | | | — | | |

| Redeemable noncontrolling interests | | | 507,965 | | | | | | — | | |

| Net income | | | $ | 1,028,823 | | | | | $ | 143,313 | | | | | $ | 987,864 | |

| Issuance of notes receivable | | | (50,000) | | | | | | — | | | | | | — | | |

| Repayment of notes receivable | | | 50,000 | | | | | | — | | | | | | — | | |

| Net cash from sales of businesses | | | 479,067 | | | | | | (29,755) | | | | | | — | | |

| Net borrowings from commercial paper notes | | | 1,367,859 | | | | | | — | | | | | | — | | |

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

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

| | | | Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Number of Shares | | | | | | Paid-in Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive Loss | | | | | | Total Global Payments Shareholders’ Equity | | | | | | Nonredeemable Noncontrolling Interests | | | | | | Total Equity | | | | | | Redeemable Noncontrolling Interests | | |

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

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

| Net income | | | | | | | | | | | | | | | 986,233 | | | | | | | | | | | | 986,233 | | | | | | 41,104 | | | | | | 1,027,337 | | | | | | 1,486 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | 147,044 | | | | | | 147,044 | | | | | | 8,745 | | | | | | 155,789 | | | | | | 41,652 | | |

| Redeemable noncontrolling interests acquired in a business combination | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | 471,119 | | |

| Share-based awards granted in connection with a business combination | | | | | | | | | 2,484 | | | | | | | | | | | | | | | | | | 2,484 | | | | | | | | | | | | 2,484 | | | | | | | | |

| Repurchases of common stock | | | (4,065) | | | | | | (413,667) | | | | | | | | | | | | | | | | | | (413,667) | | | | | | | | | | | | (413,667) | | | | | | | | |

| Sale of subsidiary shares to noncontrolling interest | | | | | | | | | 5,713 | | | | | | | | | | | | | | | | | | 5,713 | | | | | | 20,492 | | | | | | 26,205 | | | | | | | | |

| Balance at December 31, 2023 | | | 260,383 | | | | | | $ | 19,800,953 | | | | | $ | 3,457,182 | | | | | $ | (258,925) | | | | | $ | 22,999,210 | | | | | $ | 280,340 | | | | | $ | 23,279,550 | | | | | $ | 507,965 | |

| | | | Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Number of Shares | | | | | | Paid-in Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive Loss | | | | | | Total Global Payments Shareholders’ Equity | | | | | | Nonredeemable Noncontrolling Interests | | | | | | Total Equity | | |

As described in "Note 3—Business Dispositions," during the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

Our consolidated financial statements include the results of our former Consumer Solutions segment for periods prior to disposition.

determination.

*Consumer Solutions.* During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

We regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S. As of December 31, 2023, approximately 75% of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so.

We have not experienced any losses associated with our balances in such accounts for the year ended December 31, 2023, 2022 or 2021.

| | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | 2,088,887 | | | | | $ | 1,997,566 | |

Write-offs

The estimated fair value used in the goodwill impairment assessment was considered to be a nonrecurring Level 3 measurement of the valuation hierarchy.

During the second quarter of 2023, we completed the sale of our consumer business.

In addition, during 2023, we realigned our reporting units based on organizational changes and the acquired operations of EVO.

*Notes receivable and allowance for credit losses—* During 2023, we provided seller financing in connection with the sale of our former consumer and gaming businesses.

*Critical Audit Matter Description*

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

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

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 determined the fair values of these reporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and a market approach.

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 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.

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

| Restricted cash from business combinations | | | — | | | | | | — | | | | | | 119,372 | | |

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

| Purchase of subsidiary shares from noncontrolling interest | | | — | | | | | | — | | | | | | (578,196) | | |

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

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

| Balance at December 31, 2020 | | | 298,332 | | | | | | $ | 24,963,769 | | | | | $ | 2,570,874 | | | | | $ | (202,273) | | | | | $ | 27,332,370 | | | | | $ | 154,674 | | | | | $ | 27,487,044 | |

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

| Cumulative effect of adoption of new accounting standards | | | | | | | | | | | | | | | (5,379) | | | | | | | | | | | | (5,379) | | | | | | | | | | | | (5,379) | | |

| Net income | | | | | | | | | | | | | | | 584,520 | | | | | | | | | | | | 584,520 | | | | | | 20,580 | | | | | | 605,100 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | 120,353 | | | | | | 120,353 | | | | | | 14,643 | | | | | | 134,996 | | |

| Noncontrolling interest of acquired business | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 14,812 | | | | | | 14,812 | | |

| Purchase of subsidiary shares from noncontrolling interest | | | | | | | | | (497,737) | | | | | | | | | | | | (12,055) | | | | | | (509,792) | | | | | | (68,404) | | | | | | (578,196) | | |

| Repurchases of common stock | | | (3,304) | | | | | | (525,886) | | | | | | (108,062) | | | | | | | | | | | | (633,948) | | | | | | | | | | | | (633,948) | | |

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

*ASU 2018-15—* In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): *Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract* (A Consensus of the FASB Emerging Issues Task Force)." ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract.

The new guidance amended the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs following the internal-use software capitalization criteria within ASC Subtopic 350-40.

We adopted ASU 2018-15 on January 1, 2020, applying the guidance prospectively to all implementation costs incurred on or after the date of adoption.

The adoption of this standard did not have a material effect on our consolidated financial statements.

We have historically capitalized implementation costs associated with cloud computing arrangements that are service contracts following the guidance in Subtopic 350-40 and continue to do so pursuant to the clarifications provided in the new guidance.

*ASU 2016-13—* We adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): *Measurement of Credit Losses on Financial Instruments*" on January 1, 2020 using the modified retrospective transition method.

The adoption of this standard resulted in a cumulative-effect adjustment to decrease retained earnings by $5.4 million, net of tax.

The amendments in this update changed how we measure and recognize credit impairment for certain financial instruments measured at amortized cost.

Under the current expected credit losses model required by ASU 2016-13, we recognize at asset inception and each 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.

In

selling price method.

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Based on the results of its evaluation, management believes that as of December 31, [removed: 2022,] [added: 2023,] 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 "Item 8 - Financial Statements and Supplementary Data" for the year ended December 31, [removed: 2022.][added: 2023.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 includes the acquired operations of EVO.

(c) Director and Officer Trading Plans and Arrangements

During the quarter ended December 31, 2023, none of our directors or officers notified us that they adopted, modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.

None.

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1: Election of Directors," "Biographical Information About Our Executive Officers" and "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be held on April [removed: 27, 2023 ("2023] [added: 25, 2024 ("2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

The following table provides certain information as of December 31, [removed: 2022] [added: 2023] 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: 13—Share-Based] [added: 14—Share-Based] Awards and Options" in the notes to the accompanying consolidated financial statements.

| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted-average [removed: exercise price] [added: exercise price] of outstanding options, warrants and rights (b) | | | | | | Number of [removed: securities remaining] [added: securities remaining] available [removed: for future] [added: for future] issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes [removed: 7,151,620] [added: 6,273,259] 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: 1,293,768] [added: 906,381] 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 | | | 646,708 | | | | | | $ | 96.41 | | | | | 30,209,753 | | |

| Total | | | 646,708 | | | | | | $ | 96.41 | | | | | 30,209,753 | | |

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

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

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

| Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) | | | [removed: [51](#ic24409e197ee4d2b96a1e93f70620007_55)] [added: [55](#id98d89d303914ed8b0e11aafcd988ae0_55)] | | |

| Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [55](#ic24409e197ee4d2b96a1e93f70620007_61)] [added: [58](#id98d89d303914ed8b0e11aafcd988ae0_61)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [56](#ic24409e197ee4d2b96a1e93f70620007_64)] [added: [59](#id98d89d303914ed8b0e11aafcd988ae0_64)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [57](#ic24409e197ee4d2b96a1e93f70620007_67)] [added: [60](#id98d89d303914ed8b0e11aafcd988ae0_67)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [58](#ic24409e197ee4d2b96a1e93f70620007_70)] [added: [61](#id98d89d303914ed8b0e11aafcd988ae0_70)] | | |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [59](#ic24409e197ee4d2b96a1e93f70620007_73)] [added: [62](#id98d89d303914ed8b0e11aafcd988ae0_73)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [61](#ic24409e197ee4d2b96a1e93f70620007_79)] [added: [64](#id98d89d303914ed8b0e11aafcd988ae0_79)] | | |

| Schedule II, Valuation and Qualifying Accounts | | | [removed: [104](#ic24409e197ee4d2b96a1e93f70620007_133)] [added: [111](#id98d89d303914ed8b0e11aafcd988ae0_142)] | | |

| [removed: 2.1] [added: 2.1†] | | | [Agreement and Plan of Merger, [removed: between Total System Services, Inc. and Global Payments Inc.,] dated as of [removed: May 27, 2019,] [added: August 1, 2022, among EVO Payments, Inc., Global Payments Inc. and Falcon Merger Sub Inc.,] incorporated by reference to Exhibit 2.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: May 31, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519162970/d97493dex21.htm)] [added: August 2, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex21.htm)] | | |

| [removed: 2.2†] [added: 10.37+] | | | [removed: [Agreement and Plan of Merger,] [added: [Investment Agreement,] dated as of August 1, 2022, among [removed: EVO Payments, Inc.,] Global Payments [removed: Inc. and Falcon Merger Sub] Inc., [added: Silver Lake Partners VI DE (AIV), L.P. and Silver Lake Alpine II, L.P.,] incorporated by reference to Exhibit [removed: 2.1] [added: 10.4] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on August 2, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex21.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex104.htm)] | | |

| 3.3 | | | [removed: [Eleventh Amended] [added: [Twelfth](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [Amended] and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to Global Payment Inc.’s Current Report on Form 8-K filed [removed: on May 3, 2022.](https://www.sec.gov/Archives/edgar/data/0001123360/000119312522138701/d192525dex31.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [Febr](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)[uary 21, 2023](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)[.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)] | | |

| 4.4 | | | [Senior Indenture, dated March 17, 2016, between TSYS and Regions Bank, as trustee, incorporated by reference to Exhibit 4.1 of TSYS’ Current Report on Form 8-K filed on March 17, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex41.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex41.htm)] | | |

| 4.6 | | | [Form of [removed: 4.000%] [added: 4.800%] Senior Note due [removed: 2023,] [added: 2026,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to TSYS' Current Report on Form 8-K filed on [removed: May 11, 2018.](http://www.sec.gov/Archives/edgar/data/721683/000119312518160989/d582982dex41.htm)] [added: March 17, 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm)] | | |

| 4.8 | | | [removed: [Indenture,] [added: [Supplemental Indenture No. 2,] dated as of May [removed: 22, 2013,] [added: 15, 2020,] between [removed: TSYS] [added: Global Payments Inc.] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee, incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to [removed: TSYS'] [added: the Company’s] Current Report on Form 8-K filed on May [removed: 22, 2013.](http://www.sec.gov/Archives/edgar/data/721683/000119312513230784/d540398dex41.htm)] [added: 15, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | [Supplemental Indenture No. [removed: 1,] [added: 3,] dated as of [removed: September 17, 2019, among TSYS,] [added: February 26, 2021, between] Global Payments Inc. and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee, incorporated by reference to Exhibit 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: September 20, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex42.htm)] [added: February 26, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521060407/d141432dex42.htm)] | | |

| [removed: 4.11*] [added: 4.7*] | | | [Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex411descriptionofregistra.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000004/ex47descriptionofregistran.htm)] | | |

| 4.12 | | | [Supplemental Indenture No. [removed: 2,] [added: 4,] dated as of [removed: May 15, 2020,] [added: 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 [removed: May 15, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm)] [added: November 22, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521336859/d222445dex42.htm)] | | |

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

| [removed: 4.14] [added: 4.17] | | | [Supplemental Indenture No. [removed: 3,] [added: 5,] dated as of [removed: February 26, 2021,] [added: August 22, 2022,] between Global Payments Inc. and U.S. Bank [added: Trust Company,] National Association, as trustee, incorporated by reference to Exhibit 4.2 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: February 26, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521060407/d141432dex42.htm)] [added: August 22, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522226539/d357535dex42.htm)] | | |

| [removed: 4.15] [added: 4.11] | | | Form of Global Note representing the 1.200% Senior Notes due 2026 (included in Exhibit [removed: 4.14).] [added: 4.10).] | | |

| 4.16 | | | [removed: [Supplemental Indenture No. 4,] [added: [Indenture,] dated as of [removed: November 22, 2021,] [added: August 14, 2019,] between Global Payments Inc. and U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association (as successor to U.S. Bank National Association),] as trustee, incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: November 22, 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521336859/d222445dex42.htm)] [added: August 14, 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm)] | | |

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

| [removed: 4.18] [added: 4.14] | | | [Indenture, dated as of August 8, 2022, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, related to 1.00% Convertible Senior Notes due 2029, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 9, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522215725/d383382dex41.htm) | | |

| [removed: 4.19] [added: 4.15] | | | Form of 1.00% Convertible Senior Notes due 2029 (included in Exhibit [removed: 4.18)] [added: 4.14)] | | |

| [removed: 4.20] [added: 4.19] | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of [removed: August] [added: December] 14, [removed: 2019,] [added: 2022] between Global Payments [removed: Inc.] [added: Inc.,] and U.S. Bank Trust Company, National [removed: Association (as successor to U.S. Bank National Association),] [added: Association,] as [removed: trustee,] [added: trustee](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.23] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: August 14, 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm)] [added: February 17](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)] | | |

| [removed: 4.21] [added: 4.20] | | | [Supplemental Indenture No. [removed: 5,] [added: 6,] dated as of [removed: August 22, 2022,] [added: March 17, 2023,] between Global Payments [removed: Inc.] [added: Inc., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as initial paying agent,] and U.S. Bank Trust Company, National Association, as [removed: trustee,] [added: initial securities registrar and transfer agent,] incorporated by reference to Exhibit 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: August 22, 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522226539/d357535dex42.htm)] [added: March 17, 2023.](https://www.sec.gov/Archives/edgar/data/1123360/000119312523073873/d493194dex42.htm)] | | |

| [removed: 4.22] [added: 4.21] | | | Form of Global Note representing the Notes (included in Exhibit [removed: 4.21)] [added: 4.20)] | | |

| [removed: 10.5+] [added: 10.4+] | | | [Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on July 28, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm) | | |

| [removed: 10.6+] [added: 10.5+] | | | [Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on July 30, 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm) | | |

| [removed: 10.7+] [added: 10.6+] | | | [Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm) | | |

| [removed: 10.8+] [added: 10.7+] | | | [Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form Quarterly Report on 10-Q filed April 6, 2009.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm) | | |

| [removed: 10.9+] [added: 10.8+] | | | [Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on July 25, 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm) | | |

| [removed: 10.10+] [added: 10.9+] | | | [Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on September 16, 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510211480/dex991.htm) | | |

| [removed: 10.11+] [added: 10.10+] | | | [Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm) | | |

| [removed: 10.16+] [added: 10.22+] | | | [Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2018),] [added: 2020),] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q filed on May [removed: 3, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000016/ex102restrictedstockawardc.htm)] [added: 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex101formofrestricteds.htm)] | | |

| [removed: 10.17+] [added: 10.23+] | | | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2018),] [added: 2020),] incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on [removed: August 2, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000026/ex102performanceawardcerti.htm)] [added: May 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex102formofperformance.htm)] | | |

| [removed: 10.18+] [added: 10.24+] | | | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2018)] [added: 2020),] incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q filed on May [removed: 3, 2018.](http://www.sec.gov/Archives/edgar/data/1123360/000112336018000016/ex104optionsawardcertifica.htm)] [added: 6, 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000020/ex103formofstockoption.htm)] | | |