GLOBAL PAYMENTS INC

Previous wording

•On April 17, 2025, we entered into definitive agreements to acquire 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS. Worldpay is an industry leading payments technology and solutions company. Total estimated consideration expected to be paid to GTCR for an ownership interest in Worldpay consists of (1) approximately $6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock. Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $7.5 billion in cash and (2) FIS’ ownership interest in Worldpay as described above. Our Issuer Solutions business met the criteria to be classified as a discontinued operation in the second quarter of 2025, as the ultimate divestiture represents a strategic shift that will have a major effect on our operations and financial results. Accordingly, all results of the Issuer Solutions business have been presented as discontinued operations in our consolidated statements of income for the three and six months ended June 30, 2025 and 2024.

Current wording

•On April 17, 2025, we entered into definitive agreements to acquire 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS. Worldpay is an industry leading payments technology and solutions company. Consideration expected to be paid to GTCR for an ownership interest in Worldpay consists of (1) approximately $6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock. Consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately$7.5 billion in cash and (2) FIS’ ownership interest in Worldpay as described above. Our Issuer Solutions business met the criteria to be classified as a discontinued operation in the second quarter of 2025. Accordingly, the operating results of the Issuer Solutions business have been presented as discontinued operations in our consolidated statements of income for the three and nine months ended September 30, 2025 and 2024.

Previous wording

•The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously. In connection with the agreements, we initially obtained $7.7 billion in committed bridge financing. Upon the effectiveness of the revolving credit agreement entered into on May 15, 2025 as described in "Note 5—Long-Term Debt and Lines of Credit," we reduced the commitments related to the bridge financing to $6.2 billion. Both transactions are expected to close in the first half of 2026.

Current wording

•The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously. In connection with the agreements, we initially obtained $7.7 billion in committed bridge financing. Upon the effectiveness of the revolving credit agreement entered into on May 15, 2025 as described in "Note 5—Long-Term Debt and Lines of Credit," we reduced the commitments related to the bridge financing to $6.2 billion. Both transactions are expected to close in the first quarter of 2026.

Previous wording

•In May 2025, we entered into a definitive agreement to divest Heartland Payroll Solutions, Inc., our payroll business included in our Merchant Solutions segment, to Acrisure, LLC for approximately $1.1 billion, including up to$75 million of contingent consideration subject to certain closing adjustments. The transaction is expected to close in the second half of 2025.

Current wording

•On September 30, 2025, we completed the sale of Heartland Payroll Solutions, Inc. ("Payroll Solutions"), our payroll business included in our Merchant Solutions segment, to Acrisure, LLC for approximately $1.1 billion, subject to certain closing adjustments, including up to$75 million of contingent consideration. We recognized a gain on the sale of $343.9 million during the three and nine months ended September 30, 2025 in connection with the sale.

Previous wording

Highlights related to our results of continuing operations for the three and six months ended June 30, 2025 include the following:

Current wording

Highlights related to our results of continuing operations for the three and nine months ended September 30, 2025 include the following:

Previous wording

•Consolidated revenues were essentially flat at $1,956.7 million and $3,765.4 million, respectively, compared to $1,971.0 million and $3,805.1 million for the three and six months ended June 30, 2025 and 2024, respectively.

Current wording

•Consolidated revenues were essentially flat at $2,007.6 million and $5,773.1 million for the three and nine months ended September 30, 2025, respectively, compared to $1,997.7 million and $5,802.8 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

•Merchant Solutions segment operating income and operating margin for the three and six months ended June 30, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities.

Current wording

•Merchant Solutions segment operating income and operating margin for the three and nine months ended September 30, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities.

Previous wording

Beginning in the second quarter of 2025, we present the historical operations of our Issuer Solutions reportable segment as discontinued operations. Accordingly, our continuing operations consists of our Merchant Solutions business and corporate functions.

Current wording

Beginning in the second quarter of 2025, we present the historical operations of our Issuer Solutions reportable segment as a discontinued operation. Accordingly, our continuing operations consists of our Merchant Solutions business and corporate functions.

Previous wording

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

Current wording

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed businesses through the respective disposal dates. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

Previous wording

Operating income included acquisition and transformation expenses of $133.7 million and $53.6 million forthe three months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

Current wording

Operating income included acquisition and transformation expenses of$205.1 million and$104.9 million forthe three months ended September 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

Previous wording

The following table sets forth key selected financial data for the six months ended June 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount. The income statement data for the six months ended June 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Current wording

The following table sets forth key selected financial data for the nine months ended September 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount. The income statement data for the nine months ended September 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Previous wording

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed AdvancedMD business through its disposal date. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

Current wording

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of our disposed businesses through the respective disposal dates. See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

Previous wording

Operating income included acquisition and transformation expenses of $228.3 million and $131.4 million forthe six months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate expenses.

Current wording

Operating income included acquisition and transformation expenses of$433.4 million and$236.3 million forthe nine months ended September 30, 2025 and 2024, respectively, which were primarily included within Corporate expenses.

Previous wording

Revenues from our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $14.3 million and $39.7 million, respectively, or 0.7% and 1.0%.

Current wording

Revenues from our Merchant Solutions segment increased by $10.0 million, or 0.5%, for the three months ended September 30, 2025 and decreased by $29.7 million, or 0.5%, for the nine months ended September 30, 2025.

Previous wording

For the three and six months ended June 30, 2025, revenues in our integrated and embedded solutions service line increased $56.4 millionand $102.3 million, respectively, or 7.1% and 6.6%, as payments continue to transition to more embedded and digital native environments. Revenues in our point of sale and software solutions service line decreased $42.2 million and $73.2 million for the three and six months ended June 30, 2025, respectively, or 10.8% and 9.5%. Excluding the effect of the AdvancedMD business disposed of in December 2024, revenues increased approximately 5% and 6% for the three and six months ended June 30, 2025, respectively, driven by growth in software subscription fees. Revenues in our core payments solutions service line declined $28.4 million and $68.7 million for the three and six months ended June 30, 2025, respectively, or 3.6% and 4.6%, as a result of reduced emphasis on our wholesale business and our exit of certain markets in our Asia Pacific business.

Current wording

For the three and nine months ended September 30, 2025, revenues in our integrated and embedded solutions service line increased $56.3 million and $158.6 million, respectively, or 6.8% and 6.7%, respectively, as payments continue to transition to more embedded and digital native environments. Revenues in our point of sale and software solutions service line decreased $37.2 million and $110.5 million for the three and nine months ended September 30, 2025, respectively, or 9.8% and 9.6%, respectively. Excluding the effect of the AdvancedMD business disposed of in December 2024, revenues increased approximately 6% for both the three and nine months ended September 30, 2025 driven by growth in software subscription fees. Revenues in our core payments solutions service line declined $9.1 million and $77.8 million for the three and nine months ended September 30, 2025, respectively, or 1.1% and 3.4%, respectively, as a result of reduced emphasis on our wholesale business and our exit of certain markets in our Asia Pacific business.

Previous wording

Cost of Service Cost of service for our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $5.7 million and $15.9 million, respectively. Cost of service as a percentage of revenues was 25.5% and 26.2%, respectively, for the three and six months ended June 30, 2025, compared to 25.6% and 26.4% in the prior year. The decline in cost of service is in line with the decline in revenue for the period. The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.3% for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Current wording

Cost of Service. Cost of service for our Merchant Solutions segment for the three and nine months ended September 30, 2025 increased by $52.1 million and $36.3 million, respectively. Cost of service as a percentage of revenues was 27.7% and 26.8% for the three and nine months ended September 30, 2025, respectively, compared to 25.3% and 26.0% in the prior year, respectively. The increase in cost of service was primarily driven by depreciation of capital investments as part of our transformation initiatives. The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.4% and 0.3% for thethree and nine months ended September 30, 2025 compared to thethree and nine months ended September 30, 2024, respectively.

Previous wording

Amortization of Acquired Intangible Assets. The most significant component of our cost of service is amortization of acquired intangibles, which was $200.2 million and$394.3 million for the three and six months ended June 30, 2025, respectively, and $212.2 million and $421.7 million, for the three and six months ended June 30, 2024. As a percentage of cost of service, amortization of acquired intangibles was approximately 40% for the three and six months ended June 30, 2025 and 42% for the three and six months ended June 30, 2024. These costs generally do not vary in proportionto changes in revenues, but rather are most significantly affected by acquisition activities. The decrease in amortization of acquired intangibles in the three and six months ended June 30, 2025 primarily reflects the effect of the AdvancedMD business disposed of in December 2024.

Current wording

Amortization of Acquired Intangible Assets. The most significant component of our cost of service is amortization of acquired intangibles, which was $207.6 million and $601.8 millionfor thethree and nine months ended September 30, 2025, respectively, and$213.8 million and$635.5 million for thethree and nine months ended September 30, 2024, respectively. As a percentage of cost of service, amortization of acquired intangibles was 37% and 39% for thethree and nine months ended September 30, 2025, respectively, and 42%for both thethree and nine months ended September 30, 2024. These costs generally do not vary in proportionto changes in revenues, but rather are most significantly affected by acquisition activities. The decrease in amortization of acquired intangibles in the three and nine months ended September 30, 2025 primarily reflects the effect of the disposition of the AdvancedMD business in December 2024.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses from our Merchant Solutions segment for the three and six months ended June 30, 2025 decreased by $53.0 million and $101.9 million, or 6.7% and 6.6%.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses from our Merchant Solutions segment for the three and nine months ended September 30, 2025 decreased by $84.6 million and $186.5 million, respectively, or 10.8% and 8.0%, respectively.

Previous wording

Selling, general and administrative expenses as a percentage of segment revenues was 37.9% and 38.4%, respectively, for the three and six months ended June 30, 2025, compared to 40.3% and 40.7% in the prior year. The primary driver of the reduction in selling, general and administrative expenses for the three and six months ended June 30, 2025 was lower compensation and benefits expenses as a result of certain actions taken in 2024 to align our workforce to our new operating model.

Current wording

Selling, general and administrative expenses as a percentage of segment revenues was 34.9% and 37.2% for the three and nine months ended September 30, 2025, respectively, compared to 39.3% and 40.2% in the prior year, respectively. The primary driver of the reduction in selling, general and administrative expenses for the three and nine months ended September 30, 2025 was lower compensation and benefits expenses as a result of certain actions taken in 2024 to align our workforce to our new operating model.

Previous wording

Corporate expenses for the three and six months ended June 30, 2025 increased by $92.9 million and $110.0 million, respectively, or 47.1% and 26.3%. The higher amount of corporate expenses was primarily driven by an increase in acquisition and transformation costsof $80.1 million and $96.9 million incurred in the three and six months ended June 30, 2025.

Current wording

Corporate expenses for the three and nine months ended September 30, 2025 increased by $51.1 million and $161.1 million, respectively, or 19.3% and 23.6%, respectively. The higher amount of corporate expenses was primarily driven by an increase in acquisition and transformation costs of $100.2 million and $197.1 million for the three and nine months ended September 30, 2025, respectively. This was partially offset by employee termination benefits expense recognized of $56.4 million and $94.1 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

Consolidated operating income for the three and six months ended June 30, 2025 was $427.2 million and $807.3 million, respectively, compared to $475.4 million and $835.0 million in the prior year. Consolidated operating margin for the three and six months ended June 30, 2025 was 21.8% and 21.4%, respectively, compared to 24.1% and 21.9% in the prior year.

Current wording

Consolidated operating income for the three and nine months ended September 30, 2025 was $778.0 million and $1,585.3 million, respectively, compared to $442.7 million and $1,277.7 million in the prior year, respectively. Consolidated operating margin for the three and nine months ended September 30, 2025 was 38.8% and 27.5%, respectively, compared to 22.2% and 22.0% in the prior year, respectively.

Previous wording

•Consolidated operating income reflected higher corporate costs, as described above, which had an unfavorable effect on operating margin of approximately 4.8% and 2.9% for the three and six months ended June 30, 2025;

Current wording

•Consolidated operating income also reflected higher corporate costs, as described above, which had anunfavorable effect on operating margin of approximately 2.5% and 2.8% for the three and nine months ended September 30, 2025, respectively; and

Previous wording

•Merchant Solutions segment operating income increased $44.4 million and $78.1 million, respectively, for the three and six months ended June 30, 2025 and operating margin increased 2.5% and 2.4%, primarily due to the favorable effect of cost reduction initiatives as a result of certain actions taken in 2024 to align our workforce to our new operating model. In addition, the three and six months ended June 30, 2024 included operating income of $12.4 million and $22.9 million, respectively, related to the disposed AdvancedMD business. The disposition had the effect of increasing operating margin by 0.4% for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Current wording

•Merchant Solutions segment operating income increased $42.4 million and $120.5 million for the three and nine months ended September 30, 2025, respectively, and operating margin increased 2.0% and 2.2%, respectively, primarily due to the favorable effect of cost reduction initiatives as a result of certain actions taken in 2024 to align our workforce to our new operating model. In addition, thethree and nine months ended September 30, 2024 included operating income of $11.1 million and $34.0 million, respectively, related to the disposed AdvancedMD business. The disposition had the effectof increasing operating margin by 0.5% and 0.4% for thethree and nine months ended September 30, 2025 compared to thethree and nine months ended September 30, 2024, respectively.

Previous wording

Our effective income tax rates for the three months ended June 30, 2025 and 2024 were 38.1% and 17.9%, respectively. Our effective income tax rates for the six months ended June 30, 2025 and 2024 were 28.1% and 11.9%, respectively. The changes in our effective tax rates for the three and six months ended June 30, 2025 from the prior year reflects the effect of deferred tax expense recognized during the three months ended June 30, 2025 associated with legal entity restructuring in connection with the sale of our Issuer Solutions business. In addition, the effective income tax rate for the six months ended June 30, 2024 included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.

Current wording

Our effective income tax rates for the nine months ended September 30, 2025 and 2024 were 29.3% and 13.8%, respectively. The changes in our effective tax rates for the nine months ended September 30, 2025 from the prior year reflects the effect of deferred tax expense recognized associated with legal entity restructuring in connection with the sale of our Issuer Solutions business and the tax effect of the gain on disposition of our Payroll Solutions business. In addition, the effective income tax rate for the nine months ended September 30, 2024 included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025. We are currently assessing its effect on our consolidated financial statements.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025.

Previous wording

Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The effective dates were generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction. More jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates. Additionally, the OBBBA includes modifications to the international tax framework. While we continue to evaluate the effect of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.

Current wording

Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The effective dates were generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction. More jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates. While we continue to evaluate the effect of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.

Previous wording

The Pillar Two directive did not have a material effect on our financial statements for the three and six months ended June 30, 2025, and we are continuing to evaluate the potential effect on future periods, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.

Current wording

The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the three and nine months ended September 30, 2025, and we are continuing to evaluate the potential effect on future periods.

Previous wording

Income from continuing operations was $212.1 million and $455.4 million, respectively, for the three and six months ended June 30, 2025, compared to $315.0 million and $564.9 million for the prior year, reflecting the changes noted above.

Current wording

Income from continuing operations was $473.3 million and $928.7 million for the three and nine months ended September 30, 2025, respectively, compared to $303.9 million and $868.8 million for the prior year, respectively, reflecting the changes noted above.

Previous wording

Diluted earnings per share was $0.86 and $1.82, respectively, for the three and six months ended June 30, 2025, compared to $1.18 and $2.11 for the prior year. Diluted earnings per share for the three and six months ended June 30, 2025 reflects the changes in net income noted above as well as a decrease of 11.6 million and 11.0 million, respectively, in diluted weighted-average number of shares outstanding to 243.6 million and 245.4 million shares, respectively, for the three and six months ended June 30, 2025, compared to 255.2 million and 256.4 million shares for the prior year.

Current wording

Diluted earnings per share was $1.86 and $3.67 for the three and nine months ended September 30, 2025, respectively, compared to $1.13 and $3.24 for the prior year, respectively. Diluted earnings per share for the three and nine months ended September 30, 2025 reflects the changes in net income noted above as well as a decrease of 14.7 million and 12.3 million, respectively, in diluted weighted-average number of shares outstanding to 240.2 million and 243.6 million shares, respectively, for the three and nine months ended September 30, 2025, compared to 254.9 million and 255.9 million shares for the prior year, respectively.

Previous wording

The following tables set forth key selected financial data for discontinued operations for the three and six months ended June 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount. The data for the three and six months ended June 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Current wording

The following tables set forth key selected financial data for discontinued operations for the three and nine months ended September 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount. The data for the three and nine months ended September 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Previous wording

Revenues for the three and six months ended June 30, 2025 increased primarily due to a $22.4 million and $46.2 million effect of higher transaction volume driven by cardholder activity for the three and six months ended June, 30, 2025, respectively.

Current wording

Revenues for the three and nine months ended September 30, 2025 increased primarily due to a $25.4 million and $71.6 million effect of higher transaction volume driven by cardholder activity for the three and nine months ended September 30, 2025, respectively.

Previous wording

Operating income and operating margin were higher for the three and six months ended June 30, 2025 primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale as well as higher labor and technology related costs.

Current wording

Operating income and operating margin increased for the three and nine months ended September 30, 2025 primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale and higher revenues.

Previous wording

At June 30, 2025, we had cash and cash equivalents totaling$2,793.9 million. Of this amount, we considered $809.9 million to be available for general purposes, of which $66.8 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S. The available cash of $809.9 million does not include the following: (i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers. Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted in their use; however, these funds are generally paid out in satisfaction of settlement processing obligations the following day. Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement. While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors. Funds held for customers, which are not restricted in their use, include amounts collected before the corresponding obligation is due to be settled to or at the direction of our customers.

Current wording

At September 30, 2025, we had cash and cash equivalents totaling$2,785.3 million. Of this amount, we considered $1,304.1 million to be available for general purposes, of which $65.8 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S. The available cash of $1,304.1 million does not include the following: (i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers. Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted in their use; however, these funds are generally paid out in satisfaction of settlement processing obligations the following day. Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement. While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors. Funds held for customers, which are not restricted in their use, include amounts collected before the corresponding obligation is due to be settled to or at the direction of our customers.

Previous wording

We also had restricted cash of $290.7 million as of June 30, 2025, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve. These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Current wording

We also had restricted cash of $251.4 million as of September 30, 2025, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve. These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Previous wording

Operating activities providednet cash of$1,372.6 million and $1,338.4 million for the six months ended June 30, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, and changes in operating assets and liabilities. Cash flows from operating activities increased 2.6% from the prior year primarily due to positive changes in working capital.

Current wording

Operating activities provided net cash of $2,141.4 million and $2,174.1 million for the nine months ended September 30, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, and changes in operating assets and liabilities.

Previous wording

We used net cash in investing activities of $476.8 million and $697.3 million during the six months ended June 30, 2025 and 2024, respectively. Cash used for investing activities primarily represents cash used to fund acquisitions and capital expenditures. During the six months ended June 30, 2025 and 2024, we used cash of$205.8 million and $372.7 million, respectively, for acquisitions. We made capital expendituresof$279.7 million and $324.7 million during the six months ended June 30, 2025 and 2024, respectively. These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms. These investments also include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers. We expect to continue to make capital investments in the business, and we anticipate capital expenditures to be approximately $750 million during the year ending December 31, 2025.

Current wording

Investing activities provided net cash of $79.6 million for the nine months ended September 30, 2025 and we used net cash in investing activities of $846.6 million during the nine months ended September 30, 2024. Cash used for investing activities primarily represents cash used to fund acquisitions and capital expenditures. During the nine months ended September 30, 2025 and 2024, we used cash of$201.9 million and $373.8 million, respectively, for acquisitions. We made capital expendituresof$449.6 million and $490.9 million during the nine months ended September 30, 2025 and 2024, respectively. These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms. These investments also include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers. We expect to cont inue to make capital investments in the business, and we anticipate capital expenditures to be approximately$700 million during the year ending December 31, 2025. Additionally, investing cash flows for the nine months ended September 30, 2025 includes the proceeds from the sale of Payroll Solutions. The net proceeds from business dispositions of $709.7 million during the period is presented net of $269.6 million of customer funds that were transferred to the buyer in the transaction, along with the associated customer liability.

Previous wording

Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities. Our borrowing arrangements are further described in "Note 5—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests. Net cash used in financing activities was $522.3 million and$557.2 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities. Our borrowing arrangements are further described in "Note 5—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests. Net cash used in financing activities was $2,126.0 million and$446.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Proceeds from long-term debt were$2,755.1 million and $6,289.0 million for the six months ended June 30, 2025 and 2024, respectively. Repayments of long-term debt were$3,769.6 million and $4,430.1 million for the six months ended June 30, 2025 and 2024, respectively. Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time to time, under our revolving credit facility, as well as scheduled principal repayments we make on our senior notes, finance leases and other vendor financing arrangements. Changes in settlement processing assets and obligations, net were a source of cash of $630.2 million and a use of cash of $57.7 million for the six months ended June 30, 2025 and 2024, respectively. The change in cash from settlement processing assets and liabilities was due primarily to transaction volume and the timing of month-end. During the six months ended June 30, 2025 and 2024, we had net borrowings of $797.7 million and net repayments of $936.5 million, respectively, under our commercial paper program. Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected. See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions.

Current wording

Proceeds from long-term debt were$4,899.1 million and $7,637.9 million for the nine months ended September 30, 2025 and 2024, respectively. Repayments of long-term debt were$5,972.8 million and $5,803.0 million for the nine months ended September 30, 2025 and 2024, respectively. Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time to time, under our revolving credit facility, as well as scheduled principal repayments we make on our senior notes, finance leases and other vendor financing arrangements. Changes in settlement processing assets and obligations, net were a source of cash of $139.8 million and $789.7 million for the nine months ended September 30, 2025 and 2024, respectively. The change in cash from settlement processing assets and liabilities was due primarily to transaction volume and the timing of month-end. During the nine months ended September 30, 2024, we had net repayments of $1,367.9 million under our commercial paper program. Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected. See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions.

Previous wording

Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the six months ended June 30, 2025 and 2024, we had net borrowings of $87.6 million and $55.4 million, respectively, under our settlement lines of credit.

Current wording

Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the nine months ended September 30, 2025 and 2024, we had net borrowings of $439.4 million and net repayments of $184.5 million, respectively, under our settlement lines of credit.

Previous wording

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the six months ended June 30, 2025 and 2024, we used$691.1 million and $900.0 million, respectively, to repurchase and retire 7,261,834 and 6,972,979 shares of our common stock, respectively. The share repurchase activity for the six months ended June 30, 2025 included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. The share repurchase activity for the six months ended June 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500% convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $130.80 per share. As of June 30, 2025, the remaining amount available under our share repurchase program was $1,176.5 million.

Current wording

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the nine months ended September 30, 2025 and 2024, we used$1,191.1 million and $900.0 million, respectively, to repurchase and retire 13,171,490 and 6,972,979 shares of our common stock, respectively. The share repurchase activity for the nine months ended September 30, 2025 included the repurchase of 5,909,656 shares at an average price of $84.61 per share under an ASR agreement we entered into on August 6, 2025 with a financial institution to repurchase an aggregate of $500.0 million of our common stock during the ASR program purchase period. This ASR program was completed on September 26, 2025. The share repurchase activity for the nine months ended September 30, 2025 also included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. The share repurchase activity for the nine months ended September 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500% convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates. The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $130.80 per share. As of September 30, 2025, the remaining amount available under our share repurchase program was $676.5 million.

Previous wording

We paid dividends to our common shareholdersof$121.5 million and $127.0 million during the six months ended June 30, 2025 and 2024, respectively. We also made distributions to noncontrolling interests of $30.1 million and $10.9 million during the six months ended June 30, 2025 and 2024, respectively. On July 30, 2025, our board of directors declared a dividend of $0.25 per share payable on September 26, 2025 to common shareholders of record as of September 12, 2025.

Current wording

We paid dividends to our common shareholders of $179.5 million and $190.5 million during the nine months ended September 30, 2025 and 2024, respectively. We also made distributions to noncontrolling interests of $49.2 million and $29.4 million during the nine months ended September 30, 2025 and 2024, respectively. On October 29, 2025, our board of directors declared a dividend of $0.25 per share payable on December 26, 2025 to common shareholders of record as of December 12, 2025.