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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             

Commission file number: 001-16111
GlobalPayments_Wordmark_CMYK.jpg
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
Georgia58-2567903
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3550 Lenox Road, Atlanta, Georgia
30326
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (770) 829-8000
Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading symbolName of exchange on which registered
Common stock, no par valueGPNNew York Stock Exchange
4.875% Senior Notes due 2031GPN31ANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Table of Contents
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo
The number of shares of the issuer’s common stock, no par value, outstanding as of July 27, 2023 was 259,993,893.


Table of Contents
GLOBAL PAYMENTS INC.
FORM 10-Q
For the quarterly period ended June 30, 2023

TABLE OF CONTENTS
  Page
PART I - FINANCIAL INFORMATION
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II - OTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 5.
ITEM 6.


3

Table of Contents
PART I - FINANCIAL INFORMATION

ITEM 1—FINANCIAL STATEMENTS

GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Three Months Ended
June 30, 2023June 30, 2022
Revenues$2,452,469 $2,280,906 
Operating expenses:
Cost of service
941,952 962,299 
Selling, general and administrative
1,013,514 863,179 
Impairment of goodwill 833,075 
(Gain) loss on business dispositions(105,738)152,211 
 1,849,728 2,810,764 
Operating income (loss)602,741 (529,858)
Interest and other income27,944 2,956 
Interest and other expense(191,423)(99,188)
 (163,479)(96,232)
Income (loss) before income taxes and equity in income of equity method investments439,262 (626,090)
Income tax expense172,211 52,776 
Income (loss) before equity in income of equity method investments267,051 (678,866)
Equity in income of equity method investments, net of tax17,155 13,815 
Net income (loss)284,206 (665,051)
Net income attributable to noncontrolling interests, net of tax(10,058)(7,948)
Net income (loss) attributable to Global Payments$274,148 $(672,999)
Earnings (loss) per share attributable to Global Payments:
Basic earnings (loss) per share $1.05 $(2.42)
Diluted earnings (loss) per share $1.05 $(2.42)

See Notes to Unaudited Consolidated Financial Statements.













4

Table of Contents
GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Six Months Ended
June 30, 2023June 30, 2022
Revenues$4,744,916 $4,437,160 
Operating expenses:
Cost of service
1,889,705 1,919,457 
Selling, general and administrative
2,056,641 1,686,328 
Impairment of goodwill 833,075 
Net loss on business dispositions139,095 152,211 
 4,085,441 4,591,071 
Operating income (loss)659,475 (153,911)
Interest and other income39,097 4,667 
Interest and other expense(314,368)(192,471)
 (275,271)(187,804)
Income (loss) before income taxes and equity in income of equity method investments384,204 (341,715)
Income tax expense140,812 104,994 
Income (loss) before equity in income of equity method investments243,392 (446,709)
Equity in income of equity method investments, net of tax36,394 31,294 
Net income (loss)279,786 (415,415)
Net income attributable to noncontrolling interests, net of tax(16,679)(12,851)
Net income (loss) attributable to Global Payments$263,107 $(428,266)
Earnings (loss) per share attributable to Global Payments:
Basic earnings (loss) per share $1.00 $(1.53)
Diluted earnings (loss) per share $1.00 $(1.53)

See Notes to Unaudited Consolidated Financial Statements.
5

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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Three Months Ended
June 30, 2023June 30, 2022
Net income (loss) $284,206 $(665,051)
Other comprehensive income (loss):
Foreign currency translation adjustments4,596 (210,882)
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity 62,925 
Income tax (expense) benefit related to foreign currency translation adjustments(343)963 
Net unrealized gains on hedging activities40,078 5,051 
Reclassification of net unrealized (gains) losses on hedging activities to interest expense(901)7,534 
Income tax expense related to hedging activities(9,144)(3,052)
Other, net of tax(22) 
Other comprehensive income (loss)34,264 (137,461)
Comprehensive income (loss)318,470 (802,512)
Comprehensive income (loss) attributable to noncontrolling interests11,906 (5,540)
Comprehensive income (loss) attributable to Global Payments$306,564 $(796,972)

Six Months Ended
June 30, 2023June 30, 2022
Net income (loss) $279,786 $(415,415)
Other comprehensive income (loss):
Foreign currency translation adjustments42,046 (243,843)
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity 62,925 
Income tax (expense) benefit related to foreign currency translation adjustments(530)1,634 
Net unrealized gains (losses) on hedging activities(7,973)13,985 
Reclassification of net unrealized losses on hedging activities to interest expense485 16,979 
Income tax (expense) benefit related to hedging activities1,806 (7,508)
Other, net of tax(44) 
Other comprehensive income (loss)35,790 (155,828)
Comprehensive income (loss) 315,576 (571,243)
Comprehensive income (loss) attributable to noncontrolling interests24,901 (5,981)
Comprehensive income (loss) attributable to Global Payments$290,675 $(565,262)
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 2023December 31, 2022
(Unaudited)
ASSETS  
Current assets:  
Cash and cash equivalents$1,919,591 $1,997,566 
Accounts receivable, net1,159,266 998,332 
Settlement processing assets1,600,809 2,519,114 
Current assets held for sale7,224 138,815 
Prepaid expenses and other current assets832,254 660,321 
Total current assets5,519,144 6,314,148 
Goodwill26,491,160 23,320,736 
Other intangible assets, net10,741,990 9,658,374 
Property and equipment, net2,084,209 1,838,809 
Deferred income taxes112,087 37,907 
Noncurrent assets held for sale29 1,295,799 
Notes receivable724,644  
Other noncurrent assets2,477,617 2,343,241 
Total assets$48,150,880 $44,809,014 
LIABILITIES AND EQUITY
Current liabilities:
Settlement lines of credit$528,990 $747,111 
Current portion of long-term debt75,681 1,169,330 
Accounts payable and accrued liabilities2,710,458 2,442,560 
Settlement processing obligations1,802,361 2,413,799 
Current liabilities held for sale942 125,891 
Total current liabilities5,118,432 6,898,691 
Long-term debt16,975,360 12,289,248 
Deferred income taxes2,447,947 2,428,412 
Noncurrent liabilities held for sale164 4,478 
Other noncurrent liabilities693,518 647,975 
Total liabilities25,235,421 22,268,804 
Commitments and contingencies
Redeemable noncontrolling interests499,479  
Equity:
Preferred stock, no par value; 5,000,000 shares authorized and none issued
  
Common stock, no par value; 400,000,000 shares authorized at June 30, 2023 and December 31, 2022; 259,962,485 issued and outstanding at June 30, 2023 and 263,081,872 issued and outstanding at December 31, 2022
  
Paid-in capital19,686,035 19,978,095 
Retained earnings2,863,852 2,731,380 
Accumulated other comprehensive loss(378,401)(405,969)
Total Global Payments shareholders’ equity22,171,486 22,303,506 
Nonredeemable noncontrolling interests244,494 236,704 
Total equity22,415,980 22,540,210 
Total liabilities, redeemable noncontrolling interests and equity$48,150,880 $44,809,014 
See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30, 2023June 30, 2022
Cash flows from operating activities:
Net income (loss)$279,786 $(415,415)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment223,753 199,875 
Amortization of acquired intangibles645,675 656,373 
Amortization of capitalized contract costs59,065 53,113 
Share-based compensation expense136,701 85,414 
Provision for operating losses and credit losses61,313 57,929 
Noncash lease expense32,362 43,036 
Deferred income taxes(317,660)(180,001)
Equity in income of equity method investments, net of tax(36,394)(31,294)
Impairment of goodwill 833,075 
Net loss on business dispositions139,095 152,211 
Other, net1,409 17,573 
Changes in operating assets and liabilities, net of the effects of business combinations:
Accounts receivable(58,981)(80,580)
Settlement processing assets and obligations, net213,936 69,595 
Prepaid expenses and other assets(191,478)(191,652)
Accounts payable and other liabilities(24,099)(71,119)
Net cash provided by operating activities1,164,483 1,198,133 
Cash flows from investing activities:
Business combinations and other acquisitions, net of cash and restricted cash acquired(4,101,415)(9,931)
Capital expenditures(331,002)(324,027)
Issuance of notes receivable(50,000) 
Net cash from sales of businesses478,695 (29,755)
Other, net2,186 16 
Net cash used in investing activities(4,001,536)(363,697)
Cash flows from financing activities:
Net borrowings from (repayments of) settlement lines of credit(233,075)4,139 
Net borrowings from commercial paper notes1,841,675  
Proceeds from long-term debt7,359,193 2,954,156 
Repayments of long-term debt(5,673,724)(2,276,488)
Payments of debt issuance costs(12,255)(1,706)
Repurchases of common stock(418,271)(1,249,994)
Proceeds from stock issued under share-based compensation plans19,282 23,619 
Common stock repurchased - share-based compensation plans(33,680)(26,972)
Distributions to noncontrolling interests(17,255)(14,363)
Payment of contingent consideration in business combination (15,726)
Dividends paid(130,635)(139,315)
Net cash provided by (used in) financing activities2,701,255 (742,650)
Effect of exchange rate changes on cash, cash equivalents and restricted cash34,543 (114,968)
Decrease in cash, cash equivalents and restricted cash(101,255)(23,182)
Cash, cash equivalents and restricted cash, beginning of the period2,215,606 2,123,023 
Cash, cash equivalents and restricted cash, end of the period$2,114,351 $2,099,841 

See Notes to Unaudited Consolidated Financial Statements.
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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 (in thousands, except per share data)

Shareholders' Equity
 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive LossTotal Global Payments Shareholders’ EquityNonredeemable Noncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at March 31, 2023261,771 $19,839,506 $2,654,589 $(410,817)$22,083,278 $243,481 $22,326,759 $556,070 
Net income (loss)274,148 274,148 10,062 284,210 (4)
Other comprehensive income32,416 32,416 717 33,133 1,131 
Stock issued under share-based compensation plans259 13,179 13,179 13,179 
Common stock repurchased - share-based compensation plans(62)(6,290)(6,290)(6,290)
Share-based compensation expense47,135 47,135 47,135 
Repurchases of common stock(2,006)(207,495)(207,495)(207,495)
Distributions to noncontrolling interests— (9,766)(9,766)(1,271)
Redeemable noncontrolling interests measurement period adjustment— — (56,447)
Cash dividends declared ($0.25 per common share)
(64,885)(64,885)(64,885)
Balance at June 30, 2023259,962 $19,686,035 $2,863,852 $(378,401)$22,171,486 $244,494 $22,415,980 $499,479 

Shareholders' Equity
 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Global Payments Shareholders’ Equity
Nonredeemable Noncontrolling InterestsTotal Equity
Balance at March 31, 2022281,434 $22,338,086 $3,068,683 $(247,205)$25,159,564 $235,241 $25,394,805 
Net income (loss) (672,999)(672,999)7,948 (665,051)
Other comprehensive loss(123,973)(123,973)(13,488)(137,461)
Stock issued under share-based compensation plans125 15,680 15,680 15,680 
Common stock repurchased - share-based compensation plans(2)(220)(220)(220)
Share-based compensation expense47,014 47,014 47,014 
Repurchases of common stock(4,524)(599,986)(352)(600,338)(600,338)
Distributions to noncontrolling interest— (8,829)(8,829)
Cash dividends declared ($0.25 per common share)
(69,073)(69,073)(69,073)
Balance at June 30, 2022277,033 $21,800,574 $2,326,259 $(371,178)$23,755,655 $220,872 $23,976,527 

See Notes to Unaudited Consolidated Financial Statements.



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GLOBAL PAYMENTS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 (in thousands, except per share data)

Shareholders' Equity
 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive LossTotal Global Payments Shareholders’ EquityNonredeemable Noncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at December 31, 2022263,082 $19,978,095 $2,731,380 $(405,969)$22,303,506 $236,704 $22,540,210 $ 
Net income (loss)263,107 263,107 16,683 279,790 (4)
Other comprehensive income27,568 27,568 7,091 34,659 1,131 
Stock issued under share-based compensation plans1,273 19,282 19,282 19,282 
Common stock repurchased - share-based compensation plans(328)(36,479)(36,479)(36,479)
Share-based compensation expense136,701 136,701 136,701 
Redeemable noncontrolling interests acquired in a business combination— — 556,070 
Issuance of share-based awards in connection with a business combination2,484 2,484 2,484 
Repurchases of common stock(4,065)(414,048)(414,048)(414,048)
Distributions to noncontrolling interests— (15,984)(15,984)(1,271)
Redeemable noncontrolling interests measurement period adjustment— — (56,447)
Cash dividends declared ($0.50 per share)
(130,635)(130,635)(130,635)
Balance at June 30, 2023259,962 $19,686,035 $2,863,852 $(378,401)$22,171,486 $244,494 $22,415,980 $499,479 

Shareholders' Equity
 
Number of Shares
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Global Payments Shareholders’ Equity
Nonredeemable Noncontrolling InterestsTotal Equity
Balance at December 31, 2021284,750 $22,880,261 $2,982,122 $(234,182)$25,628,201 $241,216 $25,869,417 
Net income (loss) (428,266)(428,266)12,851 (415,415)
Other comprehensive loss(136,996)(136,996)(18,832)(155,828)
Stock issued under share-based compensation plans1,518 23,619 23,619 23,619 
Common stock repurchased - share-based compensation plans(196)(27,008)(27,008)(27,008)
Share-based compensation expense85,414 85,414 85,414 
Repurchases of common stock(9,039)(1,161,712)(88,282)(1,249,994)(1,249,994)
Distributions to noncontrolling interest— (14,363)(14,363)
Cash dividends declared ($0.50 per common share)
(139,315)(139,315)(139,315)
Balance at June 30, 2022277,033 $21,800,574 $2,326,259 $(371,178)$23,755,655 $220,872 $23,976,527 

See Notes to Unaudited Consolidated Financial Statements.



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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Business, consolidation and presentation - We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world. We operate in two reportable segments: Merchant Solutions and Issuer Solutions. 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. See "Note 15—Segment Information" for further information. Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.

These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2022 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. In particular, uncertainty resulting from global events and other macroeconomic conditions are difficult to predict at this time, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses. These unaudited consolidated financial statements reflect the financial statement effects based upon management’s estimates and assumptions utilizing the most currently available information.

NOTE 2—ACQUISITION

EVO Payments, Inc.

On March 24, 2023, we acquired all of the outstanding common stock of EVO Payments, Inc. (“EVO”). EVO is a leading payment technology and services provider, offering an array of payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence in attractive markets and augments our business-to-business software and payment solutions business.

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Total purchase consideration was $4.3 billion, which consisted of the following (in thousands):
Cash paid to EVO shareholders (1)
$3,273,951 
Cash paid for equity awards attributable to purchase consideration (2)
58,510 
Value of replacement awards attributable to purchase consideration (3)
2,484 
Total purchase consideration transferred to EVO shareholders3,334,945 
Repayment of EVO's unsecured revolving credit facility (including accrued interest and fees)665,557 
Payment of certain acquiree transaction costs and other liabilities on behalf of EVO (4)
269,118 
Total purchase consideration$4,269,620 

(1) Holders of EVO common stock, convertible preferred stock and common units received $34 for each share of EVO common stock held at the effective time of the transaction.

(2) Pursuant to the merger agreement, we cash settled vested options and certain unvested equity awards of EVO equity award holders.

(3) Pursuant to the merger agreement, we granted equity awards for approximately 0.3 million shares of Global Payments common stock to certain EVO equity awards holders. Each such replacement award is subject to the same terms and conditions (including vesting and exercisability) that applied to the corresponding EVO equity award. We apportioned the fair value of the replacement awards between purchase consideration (the portion attributable to pre-acquisition services in relation to the total vesting term of the award) and amounts to be recognized in periods following the acquisition as share-based compensation expense over the requisite service period of the replacement awards.

(4) Certain acquiree transaction costs and liabilities, including amounts outstanding under EVO’s tax receivable agreement, were required to be repaid by us upon consummation of the acquisition.
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The cash portion of the purchase consideration was funded through cash on hand and borrowings under our revolving credit facility.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of June 30, 2023, including a reconciliation to the total purchase consideration, were as follows:

Provisional Amounts at
Acquisition Date
Measurement-period
Adjustments
Provisional Amounts at
June 30, 2023
(in thousands)
Cash and cash equivalents$324,859 $ $324,859 
Accounts receivable105,680 (399)105,281 
Settlement processing assets125,061 (77)124,984 
Deferred income tax assets15,464  15,464 
Property and equipment83,540 (4,261)79,279 
Identifiable intangible assets1,208,400 360,600 1,569,000 
Other assets157,166 (4,080)153,086 
Accounts payable and accrued liabilities(277,800)(4,488)(282,288)
Settlement lines of credit(11,371) (11,371)
Settlement processing obligations (199,161) (199,161)
Deferred income tax liabilities(168,098)(80,486)(248,584)
Other liabilities(58,089)(722)(58,811)
Total identifiable net assets1,305,651 266,087 1,571,738 
Redeemable noncontrolling interests(556,070)56,447 (499,623)
Goodwill3,520,039 (322,534)3,197,505 
Total purchase consideration$4,269,620 $ $4,269,620 

As of June 30, 2023, we considered these amounts to be provisional because we were still in the process of gathering and reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions. We made measurement-period adjustments as shown in the table above, and the effects of the measurement-period adjustments on our consolidated statement of income for the second quarter of 2023 were not material.

Goodwill arising from the acquisition was included in the Merchant Solutions segment as of June 30, 2023 and was attributable to expected growth opportunities, potential synergies from combining the acquired business into our existing business and an assembled workforce. We expect that a portion of the goodwill from this acquisition will be deductible for income tax purposes. As the amounts are still provisional, we are still in the process of assigning goodwill to our reporting units.

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The following table reflects the provisional estimated acquisition-date fair values of the identified intangible assets of EVO and their respective weighted-average estimated amortization periods:

Estimated Fair ValueWeighted-Average Estimated Amortization Periods
(in thousands)(years)
Customer-related intangible assets$946,000 10
Contract-based intangible assets529,000 12
Acquired technologies88,000 7
Trademarks and trade names6,000 2
Total estimated identifiable intangible assets$1,569,000 11

From the acquisition date through June 30, 2023, the acquired operations of EVO contributed less than 10% to our consolidated revenues and operating income. The historical revenue and earnings of EVO were not material for the purpose of presenting pro forma information. In addition, transaction costs associated with this business combination were not material.


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NOTE 3—BUSINESS DISPOSITIONS

Gaming Business. On April 1, 2023, we completed the sale of our gaming business for approximately $400 million, subject to certain closing adjustments. The gaming business was included in our Merchant Solutions segment prior to disposition, and had been presented as held for sale in our consolidated balance sheet since December 31, 2022. In connection with the sale, we provided $32 million of seller financing as described below. We recognized a gain on the sale of $104.1 million during the three and six months ended June 30, 2023, and the sale is subject to certain additional final closing adjustments. The gain was presented within gain on business dispositions in the consolidated statement of income.

Consumer Business. On April 26, 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion, subject to certain closing adjustments. The consumer business comprised our former Consumer Solutions segment prior to disposition, and had been presented as held for sale with certain adjustments to report the disposal group at fair value less costs to sell in our consolidated balance sheet since June 30, 2022. In connection with the sale, we provided $675 million of seller financing as described below. We recognized a gain (loss) on business dispositions in our consolidated statement of income of $1.6 million and $(243.2) million during the three and six months ended June 30, 2023, respectively. The gain (loss) during the three and six months ended June 30, 2023 included the effects of incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the effects of the final tax structure of the transaction. As further discussed in "Note 5— Goodwill and Other Intangible Assets," we recognized a goodwill impairment charge of $833.1 million during the three and six months ended June 30, 2022 related to our former Business and Consumer Solutions reporting unit. We also recognized a charge of $25.0 million during the three and six months ended June 30, 2022 to reduce the disposal group to estimated fair value less costs to sell, which was presented within net loss on business dispositions in our consolidated statement of income.

Notes Receivable and Allowance for Credit Losses

In connection with the sale of our consumer business, we provided seller financing consisting of the following: (1) a first lien seven-year secured term loan facility with an aggregate principal amount of $350 million bearing interest at a fixed annual rate of 9.0%, including 3.5% payable quarterly in cash and 5.5% settled quarterly via the issuance of additional paid-in-kind ("PIK") notes with the same terms as the original notes until December 2024, after which interest will be payable quarterly in cash along with quarterly principal payments of $4.375 million with the remaining balance due at maturity; and (2) a second lien twenty-five year secured term loan facility with an aggregate principal amount of $325 million bearing interest at a fixed annual rate of 13.0% PIK due at maturity. The aggregate fair value of the first and second lien term loans upon the closing of the transaction was $653.9 million, calculated using a discounted cash flow approach. In addition, we provided the purchasers a five-year $50 million secured revolving facility available from the date of closing of the sale, bearing interest at a fixed annual rate of 9.0% payable quarterly in cash. In connection with the sale of our gaming business, we also provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $32 million bearing interest at a fixed annual rate of 11.0%.

We classify the notes as held for investment based on the intent and ability to hold for foreseeable future or until maturity or payoff, and the notes are presented at amortized cost within notes receivable in our consolidated balance sheet. Interest income is recognized using the effective interest method, which includes the accretion of the difference between the fair value at inception and the face value of the notes. We recognized interest income of $14.9 million during the three and six months ended June 30, 2023 as a component of interest and other income in the consolidated statements of income. The issuance of the notes in connection with the sale transactions was a noncash investing activity in our consolidated statement of cash flows for the six months ended June 30, 2023.

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We are exposed to credit losses on the notes. We utilize a probability-of-default and loss given default method to develop an estimate of current expected credit losses applied at the loan level. A variety of factors are considered to estimate the expected credit loss, including the probability of default (representing the probability the asset will default within a given time frame), the loss given default (representing the percentage of the asset that is not expected to be collected due to default), leverage ratios, interest rates, market and industry data, and forecasts that affect the collectibility of the reported amount. The estimation process also includes consideration of qualitative and quantitative risk factors associated with expected timing of payment, industry trends and current and anticipated future economic conditions. Expected credit losses are estimated over the life of the loans, adjusted for expected prepayments when appropriate. Upon issuance of the notes in connection with the sales of the two businesses, we recognized an allowance for credit losses and a noncash charge of $18.2 million, which is included as a component of interest and other expenses in our consolidated statements of income for the three and six months ended June 30, 2023.

As of June 30, 2023, there was an aggregate principal amount of $769.2 million outstanding on the notes, including PIK, and the notes are presented net of the allowance for credit losses of $18.2 million within notes receivable in our consolidated balance sheet. The estimated fair value of the notes receivable was $714.4 million as of June 30, 2023. The estimated fair value of notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the valuation hierarchy.

Assets and Liabilities Held for Sale. The assets and liabilities of our consumer and gaming businesses were classified as held for sale in our consolidated balance sheets as of December 31, 2022. The major classes of assets presented as held for sale in the consolidated balance sheet as of December 31, 2022 included cash of $70.6 million, accounts receivable of $18.4 million, other current assets of $42.3 million, goodwill of $529.5 million, other intangible assets of $717.9 million, property and equipment of $82.9 million, other noncurrent assets of $44.9 million and an asset group valuation allowance of $71.9 million. The major classes of liabilities presented as held for sale in the consolidated balance sheet as of December 31, 2022 included accounts payable and accrued liabilities of $125.9 million and other noncurrent liabilities of $4.5 million.

Sale of Merchant Solutions Business in Russia. We sold our Merchant Solutions business in Russia effective April 29, 2022 for cash proceeds of $9 million. During the three months ended June 30, 2022, we recognized a loss of $127.2 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the business and the reclassification of $63 million of associated accumulated foreign currency translation losses from the separate component of equity. The loss was presented within net loss on business dispositions in our consolidated statement of income.

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NOTE 4—REVENUES

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three and six months ended June 30, 2023 and 2022 and have been recast to align with the change in the presentation of segment information during 2022 as further described in “Note 15Segment Information:”
Three Months Ended June 30, 2023
Merchant
Solutions
Issuer
Solutions
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$1,499,130 $455,019 $39,031 $(9,155)$1,984,025 
Europe278,925 125,281   404,206 
Asia Pacific64,238 10,141  (10,141)64,238 
$1,842,293 $590,441 $39,031 $(19,296)$2,452,469 

Three Months Ended June 30, 2022
Merchant
Solutions
Issuer
Solutions
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$1,334,231 $432,963 $161,629 $(13,641)$1,915,182 
Europe187,450 118,239   305,689 
Asia Pacific60,035 8,437  (8,437)60,035 
$1,581,716 $559,639 $161,629 $(22,078)$2,280,906 

Six Months Ended June 30, 2023
Merchant
Solutions
Issuer
Solutions
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$2,865,024 $898,364 $182,740 $(26,477)$3,919,651 
Europe455,023 242,386   697,409 
Asia Pacific127,856 20,599  (20,599)127,856 
$3,447,903 $1,161,349 $182,740 $(47,076)$4,744,916 

Six Months Ended June 30, 2022
Merchant
Solutions
Issuer
Solutions
Consumer
Solutions
Intersegment
Eliminations
Total
(in thousands)
Americas$2,576,851 $839,691 $330,744 $(28,260)$3,719,026 
Europe361,505 240,250   601,755 
Asia Pacific116,379 17,024  (17,024)116,379 
$3,054,735 $1,096,965 $330,744 $(45,284)$4,437,160 

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The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and six months ended June 30, 2023 and 2022:
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
(in thousands)
Relationship-led$979,574 $827,577 $1,760,446 $1,564,982 
Technology-enabled862,719 754,139 1,687,457 1,489,753 
$1,842,293 $1,581,716 $3,447,903 $3,054,735 

ASC Topic 606, Revenues from Contracts with Customers ("ASC 606") requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and six months ended June 30, 2023 and 2022, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of June 30, 2023 and December 31, 2022 was as follows:
Balance Sheet LocationJune 30, 2023December 31, 2022
(in thousands)
Assets:
Capitalized costs to obtain customer contracts, net
Other noncurrent assets$337,535 $329,785 
Capitalized costs to fulfill customer contracts, net
Other noncurrent assets$178,403 $152,520 
Liabilities:
Contract liabilities, net (current)Accounts payable and accrued liabilities$229,402 $226,254 
Contract liabilities, net (noncurrent)Other noncurrent liabilities$54,295 $45,613 

Net contract assets were not material at June 30, 2023 or at December 31, 2022. Revenue recognized for the three months ended June 30, 2023 and 2022 from contract liability balances at the beginning of each period was $85.2 million and $83.2 million, respectively. Revenue recognized for the six months ended June 30, 2023 and 2022 from contract liability balances at the beginning of each period was $142.9 million and $149.8 million, respectively.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at June 30, 2023. However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. Accordingly, the total amount
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of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):
Year Ending December 31,
2023$549,127 
2024933,570 
2025754,656 
2026617,850 
2027476,385 
2028221,338 
2029 and thereafter324,302 
Total$3,877,228 

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NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS

As of June 30, 2023 and December 31, 2022, goodwill and other intangible assets consisted of the following:
 June 30, 2023December 31, 2022
 (in thousands)
Goodwill$26,491,160 $23,320,736 
Other intangible assets:
Customer-related intangible assets$10,477,777 $9,524,922 
Acquired technologies3,029,770 2,863,731 
Contract-based intangible assets2,299,501 1,741,321 
Trademarks and trade names1,074,496 1,067,745 
16,881,544 15,197,719 
Less accumulated amortization:
Customer-related intangible assets3,472,869 3,155,838 
Acquired technologies1,870,202 1,692,762 
Contract-based intangible assets248,503 197,478 
Trademarks and trade names547,980 493,267 
6,139,554 5,539,345 
$10,741,990 $9,658,374 

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the six months ended June 30, 2023:
Merchant
Solutions
Issuer
Solutions
Total
(in thousands)
Balance at December 31, 2022$13,816,945 $9,503,791 $23,320,736 
Goodwill acquired3,197,505  3,197,505 
Effect of foreign currency translation(39,822)12,977 (26,845)
Measurement period adjustments(236) (236)
Balance at June 30, 2023$16,974,392 $9,516,768 $26,491,160 

We test goodwill for impairment at the reporting unit level annually and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit may be below its carrying amount. When applying the quantitative assessment, we determine the fair value of our reporting units based on a weighted average of multiple valuation techniques, principally a combination of an income approach and a market approach. The income approach calculates a value based upon the present value of estimated future cash flows, while the market approach uses earnings multiples of similarly situated guideline public companies. Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions.

During the second quarter of 2022, the sustained decline in our share price and recent increases in discount rates, primarily resulting from increased economic uncertainty, indicated a potential decline in fair value and triggered a requirement to evaluate our Issuer Solutions and former Business and Consumer Solutions reporting units for potential impairment as of June 30, 2022. Further, the estimated sales price for the consumer business portion of our former Business and Consumer Solutions reporting unit also indicated a potential decline in fair value as of June 30, 2022. We determined on the basis of the quantitative assessment that the fair value of the Issuer Solutions reporting unit was still greater than its carrying amount as of June 30, 2022, indicating no impairment. Based on the quantitative assessment of the former Business and Consumer Solutions reporting unit, including consideration of the consumer business disposal group and the remaining assets of the reporting unit,
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we recognized a goodwill impairment charge of $833.1 million in our consolidated statement of income for the three and six months ended June 30, 2022.

Accumulated impairment losses for goodwill as of June 30, 2023 were $357.9 million. Accumulated impairment losses for goodwill as of December 31, 2022 were $833.1 million, of which $475.2 million related to assets held for sale.

NOTE 6—LONG-TERM DEBT AND LINES OF CREDIT

As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following:
June 30, 2023December 31, 2022
(in thousands)
3.750% senior notes due June 1, 2023
$ $552,113 
4.000% senior notes due June 1, 2023
 552,747 
1.500% senior notes due November 15, 2024
498,654 498,164 
2.650% senior notes due February 15, 2025
997,328 996,485 
1.200% senior notes due March 1, 2026
1,094,900 1,093,932 
4.800% senior notes due April 1, 2026
781,074 786,724 
2.150% senior notes due January 15, 2027
745,571 744,945 
4.950% senior notes due August 15, 2027
495,953 495,463 
4.450% senior notes due June 1, 2028
471,603 473,800 
3.200% senior notes due August 15, 2029
1,240,378 1,239,588 
5.300% senior notes due August 15, 2029
495,712 495,362 
2.900% senior notes due May 15, 2030
991,952 991,367 
2.900% senior notes due November 15, 2031
742,975 742,555 
5.400% senior notes due August 15, 2032
742,496 742,085 
4.150% senior notes due August 15, 2049
740,682 740,503 
5.950% senior notes due August 15, 2052
738,376 738,177 
4.875% senior notes due March 17, 2031
862,855  
1.000% convertible notes due August 15, 2029
1,449,359 1,445,225 
Revolving credit facility1,981,700  
Commercial paper notes1,841,675  
Finance lease liabilities26,956 32,435 
Other borrowings110,842 96,908 
Total long-term debt17,051,041 13,458,578 
Less current portion75,681 1,169,330 
Long-term debt, excluding current portion$16,975,360 $12,289,248 

The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At June 30, 2023, the unamortized discount on senior notes and convertible notes was $49.9 million, and unamortized debt issuance costs on senior notes and convertible notes were $85.6 million. At December 31, 2022, the unamortized discount on senior notes and convertible notes was $50.8 million and unamortized debt issuance costs on senior notes and convertible notes were $85.4 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets. At June 30, 2023 and December 31, 2022, unamortized debt issuance costs on the unsecured revolving credit facility were $21.0 million and $23.5 million, respectively.
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At June 30, 2023, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):
Year Ending December 31,
2023$26,093 
2024554,394 
20251,009,577 
20261,860,108 
20275,084,044 
2028450,000 
2029 and thereafter8,122,720 
Total$17,106,936 

Senior Notes

On March 17, 2023, 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 issued the senior notes at a discount of $2.8 million, and we incurred debt issuance costs of $7.2 million, including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet at June 30, 2023. Interest on the senior unsecured notes is payable annually in arrears on March 17 of each year, commencing March 17, 2024. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. The net proceeds from the offering were used for general corporate purposes.

During the three months ended June 30, 2023, we used borrowings under the revolving credit facility to fund the redemption in full of the 3.750% and 4.000% senior unsecured notes that were due June 1, 2023.

Commercial Paper

In January 2023, 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. Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.

As of June 30, 2023, we had net borrowings under our commercial paper program of $1,841.7 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.96%. The commercial program is backstopped by our revolving credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility. As such, we could draw on the revolving credit facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.
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Fair Value of Long-Term Debt

As of June 30, 2023, our senior notes had a total carrying amount of $11.6 billion and an estimated fair value of $10.6 billion. The estimated fair value of our senior notes was based on quoted market prices in an active market and is considered to be a Level 1 measurement of the valuation hierarchy.

As of June 30, 2023, our convertible notes had a total carrying amount of $1.4 billion and an estimated fair value of $1.4 billion. The estimated fair value of our convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the valuation hierarchy.

The fair value of other long-term debt approximated its carrying amount at June 30, 2023.

Compliance with Covenants

The convertible notes include customary covenants and events of default for convertible notes of this type. The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default. The required leverage ratio was increased to 4.50 to 1.00 as a result of the qualifying acquisition of EVO, which will remain in effect for up to eight consecutive quarters with a gradual step-down to 3.75 to 1.00, and the required interest coverage ratio is 3.00 to 1.00. We were in compliance with all applicable covenants as of June 30, 2023.

Interest Expense

Interest expense was $172.3 million and $97.1 million for the three months ended June 30, 2023 and 2022, respectively, and $291.3 million and $186.4 million for the six months ended June 30, 2023 and 2022, respectively.

NOTE 7—DERIVATIVES AND HEDGING INSTRUMENTS

Net Investment Hedge

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 reduce the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates.

Investments in foreign operations with functional currencies other than the reporting currency are subject to foreign currency risk as the assets and liabilities of these subsidiaries are translated into the reporting currency at the period-end rate of exchange with the resulting foreign currency translation adjustment presented as a component of other comprehensive income and included in accumulated comprehensive income within equity in our consolidated balance sheets. Net investment hedge accounting offers protection from this risk, 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 recognized a gain (loss) of $1.8 million and $(16.5) million within foreign currency translation adjustments in other comprehensive income in our consolidated statement of comprehensive income during the three and six months ended June 30, 2023, respectively.

Interest Rate Swaps

We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. In the first quarter of 2023, we entered into new interest rate swap agreements with an aggregate notional amount of $1.5 billion to convert eligible borrowings under our revolving credit facility from a floating term Secured Overnight Financing Rate to a fixed rate. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as cash
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flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income. The fair values of our interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments were classified within Level 2 of the valuation hierarchy.

The table below presents information about our interest rate swaps, designated as cash flow hedges, included in the consolidated balance sheets:
Fair Values
Derivative Financial InstrumentsBalance Sheet Location
Weighted-Average Fixed Rate of Interest at June 30, 2023
Range of Maturity Dates at June 30, 2023
June 30, 2023December 31, 2022
(in thousands)
Interest rate swaps (Notional of $1.5 billion at June 30, 2023)
Other noncurrent liabilities4.26 %April 17, 2027 - August 17, 2027$8,585 $ 

The table below presents the effects of our interest rate swaps on the consolidated statements of income and statements of comprehensive income for the three and six months ended June 30, 2023 and 2022:
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
(in thousands)
Net unrealized gains (losses) recognized in other comprehensive income (loss)$40,078 $5,051 $(7,973)$13,985 
Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense$901 $(7,534)$(485)$(16,979)

As of June 30, 2023, the amount of net unrealized gains in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $9.4 million.

NOTE 8—INCOME TAX

For the three and six months ended June 30, 2023, we reported a tax expense of 39.2% and 36.7%, respectively, of the reported income before taxes. For the three and six months ended June 30, 2023, tax expense was greater than the U.S. statutory tax rate as a result of a gain on the dispositions of our consumer and gaming businesses for income tax reporting purposes, while a net loss on the dispositions was recognized for financial reporting purposes. These effects were partially offset by the favorable effect on the rate of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

For the three and six months ended June 30, 2022, we incurred income tax expense in spite of reporting a loss before income taxes, primarily due to the unfavorable effects of the goodwill impairment charge and loss on the sale of our Merchant Solutions business in Russia for which no tax benefit was recognized. These unfavorable effects were partially offset by the favorable effects of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

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On August 16, 2022, the U.S. government enacted the Inflation Reduction Act into law, which, among other things, implemented a 15% corporate alternative minimum tax based on global adjusted financial statement income and a 1% excise tax on share repurchases effective beginning January 1, 2023. We do not expect the corporate alternative minimum tax will have a material effect on our reported results, cash flows or financial position. During the three and six months ended June 30, 2023, we reflected excise taxes of $2.0 million and $4.3 million, respectively, within equity as part of the price of common stock repurchased during the periods.

NOTE 9—REDEEMABLE NONCONTROLLING INTERESTS

Through the acquisition of EVO, we have certain redeemable noncontrolling interests related to the portion of equity in our consolidated subsidiaries in Poland, Greece, and Chile, not attributable, directly or indirectly, to us, that is redeemable upon the occurrence of an event that is not solely within our control.

We own 66% of our subsidiary in Poland, 51% of our subsidiary in Greece and 50.1% of our subsidiary in Chile. Under the shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under certain limited circumstances, at a price determined as stipulated in the shareholder agreement. The option held by the minority shareholder in Poland expires on January 1, 2024. The other options have no expiration date.

Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheet as of June 30, 2023. The redeemable noncontrolling interest for each subsidiary is reflected at the higher of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price. Estimates of redemption price are based on projected operating performance of each subsidiary, including key assumptions - revenue growth rates, current and expected market conditions and weighted-average cost of capital.

NOTE 10—SHAREHOLDERS’ EQUITY

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the three months ended June 30, 2023 and 2022, we repurchased and retired 2,006,016 and 4,523,563 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $207.5 million and $600.3 million, or $103.44 and $132.64 per share, respectively. During the six months ended June 30, 2023 and 2022, we repurchased and retired 4,064,918 and 9,039,189 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $414.0 million and $1,250.0 million, or $101.86 and $138.29 per share, respectively. As of June 30, 2023, the remaining amount available under our share repurchase program was $1,090.2 million.

On July 27, 2023, our board of directors declared a dividend of $0.25 per share payable on September 29, 2023 to common shareholders of record as of September 15, 2023.

NOTE 11—SHARE-BASED AWARDS AND STOCK OPTIONS

The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
(in thousands)
Share-based compensation expense$47,135 $47,014 $136,701 $85,414 
Income tax benefit$22,474 $10,318 $31,890 $19,997 
 
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Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the six months ended June 30, 2023:
SharesWeighted-Average
Grant-Date
Fair Value
(in thousands)
Unvested at December 31, 20222,145 $159.04 
Replacement awards202 98.44 
Granted1,252 112.42 
Vested(940)160.85 
Forfeited(86)136.88 
Unvested at June 30, 20232,573 $131.35 

The total fair value of restricted stock and performance awards vested during the six months ended June 30, 2023 and June 30, 2022 was $151.1 million and $96.4 million, respectively.

For restricted stock and performance awards, we recognized compensation expense of $44.7 million and $43.6 million during the three months ended June 30, 2023 and 2022, respectively, and $119.9 million and $78.7 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $222.7 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.

Stock Options

The following table summarizes stock option activity for the six months ended June 30, 2023: