gpn-20220930

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 September 30, 2022


☐						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

GLOBAL PAYMENTS INC.

(Exact name of registrant as specified in charter)


Georgia						58-2567903
(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 class	Trading symbol	Name of exchange on which registered
Common stock, no par value	GPN	New 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☑

The number of shares of the issuer’s common stock, no par value, outstanding as of October 26, 2022 was 270,401,146.

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GLOBAL PAYMENTS INC.

FORM 10-Q

For the quarterly period ended September 30, 2022

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021	3
	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021	5
	Consolidated Balance Sheets at September 30, 2022 (unaudited) and December 31, 2021	6
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	7
	Unaudited Consolidated Statements of Changes in Equity for the three and nin e months ended September 30, 2022 and 2021	8
	Notes to Unaudited Consolidated Financial Statements	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	47
ITEM 4.	Controls and Procedures	48
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	49
ITEM 1A.	Risk Factors	49
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
ITEM 6.	Exhibits	51
	Signatures	53

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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
	September 30, 2022		September 30, 2021

Revenues	$	2,285,371	$	2,202,337
Operating expenses:
Cost of service	931,249		944,172
Selling, general and administrative	918,757		858,082
Loss on business dispositions	48,933		—
	1,898,939		1,802,254
Operating income	386,432		400,083

Interest and other income	20,393		6,320
Interest and other expense	(135,184)		(82,187)
	(114,791)		(75,867)
Income before income taxes and equity in income of equity method investments	271,641		324,216
Income tax expense	14,255		50,117
Income before equity in income of equity method investments	257,386		274,099
Equity in income of equity method investments, net of tax	42,780		31,364
Net income	300,166		305,463
Net income attributable to noncontrolling interests, net of tax	(9,712)		(8,727)
Net income attributable to Global Payments	$	290,454	$	296,736

Earnings per share attributable to Global Payments:
Basic earnings per share	$	1.06	$	1.02
Diluted earnings per share	$	1.05	$	1.01

See Notes to Unaudited Consolidated Financial Statements.

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GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Nine Months Ended
	September 30, 2022		September 30, 2021

Revenues	$	6,722,531	$	6,329,781
Operating expenses:
Cost of service	2,850,706		2,805,728
Selling, general and administrative	2,605,085		2,486,153
Impairment of goodwill	833,075		—
Loss on business dispositions	201,144		—
	6,490,010		5,291,881
Operating income	232,521		1,037,900

Interest and other income	25,060		16,009
Interest and other expense	(327,655)		(245,884)
	(302,595)		(229,875)
(Loss) income before income taxes and equity in income of equity method investments	(70,074)		808,025
Income tax expense	119,250		131,600
(Loss) income before equity in income of equity method investments	(189,324)		676,425
Equity in income of equity method investments, net of tax	74,074		94,261
Net (loss) income	(115,250)		770,686
Net income attributable to noncontrolling interests, net of tax	(22,563)		(13,679)
Net (loss) income attributable to Global Payments	$	(137,813)	$	757,007

(Loss) earnings per share attributable to Global Payments:
Basic (loss) earnings per share	$	(0.49)	$	2.57
Diluted (loss) earnings per share	$	(0.49)	$	2.56

See Notes to Unaudited Consolidated Financial Statements.

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GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended
	September 30, 2022		September 30, 2021

Net income	$	300,166	$	305,463
Other comprehensive income (loss):
Foreign currency translation adjustments	(249,562)		(79,532)
Income tax (expense) benefit related to foreign currency translation adjustments	(183)		447
Net unrealized losses on hedging activities	(1,070)		(646)
Reclassification of net unrealized losses on hedging activities to interest expense	2,980		9,788
Income tax expense related to hedging activities	(330)		(2,208)
Other, net of tax	—		(2,209)
Other comprehensive loss	(248,165)		(74,360)

Comprehensive income	52,001		231,103
Comprehensive loss (income) attributable to noncontrolling interests	5,130		(4,625)
Comprehensive income attributable to Global Payments	$	57,131	$	226,478


	Nine Months Ended
	September 30, 2022		September 30, 2021

Net (loss) income	$	(115,250)	$	770,686
Other comprehensive income (loss):
Foreign currency translation adjustments	(493,405)		(80,427)
Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity	62,925		—
Income tax benefit related to foreign currency translation adjustments	1,451		5,438
Net unrealized gains (losses) on hedging activities	12,915		(62)
Reclassification of net unrealized losses on hedging activities to interest expense	19,959		30,288
Income tax expense related to hedging activities	(7,838)		(7,297)
Other, net of tax	—		4,017
Other comprehensive loss	(403,993)		(48,043)

Comprehensive (loss) income	(519,243)		722,643
Comprehensive loss (income) attributable to noncontrolling interests	11,111		(6,328)
Comprehensive (loss) income attributable to Global Payments	$	(508,132)	$	716,315

See Notes to Unaudited Consolidated Financial Statements.

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GLOBAL PAYMENTS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,993,840	$	1,979,308
Accounts receivable, net	998,231		946,247
Settlement processing assets	1,740,844		1,143,539
Current assets held for sale	93,740		4,779
Prepaid expenses and other current assets	626,697		637,112
Total current assets	5,453,352		4,710,985
Goodwill	23,421,031		24,813,274
Other intangible assets, net	9,907,884		11,633,709
Property and equipment, net	1,759,235		1,687,586
Deferred income taxes	25,657		12,117
Noncurrent assets held for sale	1,038,806		—
Other noncurrent assets	2,332,784		2,422,042
Total assets	$	43,938,749	$	45,279,713
LIABILITIES AND EQUITY
Current liabilities:
Settlement lines of credit	$	440,950	$	484,202
Current portion of long-term debt	1,157,811		78,505
Accounts payable and accrued liabilities	2,207,551		2,542,256
Settlement processing obligations	1,795,140		1,358,051
Current liabilities held for sale	75,233		—
Total current liabilities	5,676,685		4,463,014
Long-term debt	12,289,826		11,414,809
Deferred income taxes	2,439,657		2,793,427
Noncurrent liabilities held for sale	4,494		—
Other noncurrent liabilities	655,132		739,046
Total liabilities	21,065,794		19,410,296
Commitments and contingencies
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 September 30, 2022 and December 31, 2021; 270,307,707 issued and outstanding at September 30, 2022 and 284,750,452 issued and outstanding at December 31, 2021	—		—
Paid-in capital	20,717,133		22,880,261
Retained earnings	2,547,947		2,982,122
Accumulated other comprehensive loss	(604,501)		(234,182)
Total Global Payments shareholders’ equity	22,660,579		25,628,201
Noncontrolling interests	212,376		241,216
Total equity	22,872,955		25,869,417
Total liabilities and equity	$	43,938,749	$	45,279,713

See Notes to Unaudited Consolidated Financial Statements.

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GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net (loss) income	$	(115,250)	$	770,686
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	299,348		292,230
Amortization of acquired intangibles	962,413		973,948
Amortization of capitalized contract costs	81,052		68,112
Share-based compensation expense	122,465		146,097
Provision for operating losses and credit losses	87,071		73,286
Noncash lease expense	63,211		80,371
Deferred income taxes	(281,376)		(136,004)
Equity in income of equity method investments, net of tax	(74,074)		(94,261)
Facilities exit charges	27,662		—
Distribution received on investments	8,212		26,757
Impairment of goodwill	833,075		—
Loss on business dispositions	201,144		—
Other, net	(3,273)		(6,790)
Changes in operating assets and liabilities, net of the effects of business combinations:
Accounts receivable	(107,908)		(123,370)
Settlement processing assets and obligations, net	(117,989)		28,242
Prepaid expenses and other assets	(224,529)		(185,973)
Accounts payable and other liabilities	(226,746)		114,279
Net cash provided by operating activities	1,534,508		2,027,610
Cash flows from investing activities:
Business combinations and other acquisitions, net of cash acquired	(24,969)		(946,377)
Capital expenditures	(463,357)		(350,745)
Effect on cash from sale of business	(29,755)		—
Proceeds from sale of investments	31,046		—
Other, net	101		1,248
Net cash used in investing activities	(486,934)		(1,295,874)
Cash flows from financing activities:
Net (repayments of) borrowings from settlement lines of credit	(2,770)		244,858
Proceeds from long-term debt	9,124,449		3,909,988
Repayments of long-term debt	(7,193,661)		(2,434,805)
Payments of debt issuance costs	(44,360)		(8,569)
Repurchases of common stock	(2,139,731)		(1,833,689)
Proceeds from stock issued under share-based compensation plans	33,776		38,570
Common stock repurchased - share-based compensation plans	(38,366)		(84,659)
Distributions to noncontrolling interests	(17,729)		—
Contribution from a noncontrolling interest	—		46,320
Payment of contingent consideration in business combination	(15,726)		—
Purchase of capped calls related to issuance of convertible notes	(302,375)		—
Dividends paid	(208,082)		(188,203)
Net cash used in financing activities	(804,575)		(310,189)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(208,529)		(42,704)
Increase in cash, cash equivalents and restricted cash	34,470		378,843
Cash, cash equivalents and restricted cash, beginning of the period	2,123,023		2,089,771
Cash, cash equivalents and restricted cash, end of the period	$	2,157,493	$	2,468,614

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)


	Number of Shares	Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Global Payments Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance at June 30, 2022	277,033	$	21,800,574	$	2,326,259	$	(371,178)	$	23,755,655	$	220,872	$	23,976,527
Net income				290,454				290,454		9,712		300,166
Other comprehensive loss						(233,323)		(233,323)		(14,842)		(248,165)
Stock issued under share-based compensation plans	270	10,155						10,155				10,155
Common stock repurchased - share-based compensation plans	(88)	(11,312)						(11,312)				(11,312)
Share-based compensation expense		37,052						37,052				37,052
Repurchases of common stock	(6,907)	(889,739)						(889,739)				(889,739)
Distributions to noncontrolling interest								—		(3,366)		(3,366)
Purchase of capped calls related to issuance of convertible notes, net of taxes of $72,778		(229,597)						(229,597)				(229,597)
Cash dividends declared ($0.25 per common share)				(68,766)				(68,766)				(68,766)
Balance at September 30, 2022	270,308	$	20,717,133	$	2,547,947	$	(604,501)	$	22,660,579	$	212,376	$	22,872,955


	Number of Shares	Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Global Payments Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance at June 30, 2021	293,703	$	24,201,763	$	2,664,707	$	(172,707)	$	26,693,763	$	156,377	$	26,850,140
Net income				296,736				296,736		8,727		305,463
Other comprehensive loss						(70,258)		(70,258)		(4,102)		(74,360)
Stock issued under share-based compensation plans	819	9,262						9,262				9,262
Common stock repurchased - share-based compensation plans	(203)	(34,003)						(34,003)				(34,003)
Share-based compensation expense		65,611						65,611				65,611
Repurchases of common stock	(4,232)	(697,833)		(42,924)				(740,757)				(740,757)
Contribution from a noncontrolling interest								—		46,320		46,320
Cash dividends declared ($0.25 per common share)				(73,327)				(73,327)				(73,327)
Balance at September 30, 2021	290,087	$	23,544,800	$	2,845,192	$	(242,965)	$	26,147,027	$	207,322	$	26,354,349

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)


	Number of Shares	Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Global Payments Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2021	284,750	$	22,880,261	$	2,982,122	$	(234,182)	$	25,628,201	$	241,216	$	25,869,417
Net (loss) income				(137,813)				(137,813)		22,563		(115,250)
Other comprehensive loss						(370,319)		(370,319)		(33,674)		(403,993)
Stock issued under share-based compensation plans	1,789	33,776						33,776				33,776
Common stock repurchased - share-based compensation plans	(285)	(38,321)						(38,321)				(38,321)
Share-based compensation expense		122,465						122,465				122,465
Repurchases of common stock	(15,946)	(2,051,451)		(88,280)				(2,139,731)				(2,139,731)
Distributions to noncontrolling interest								—		(17,729)		(17,729)
Purchase of capped calls related to issuance of convertible notes, net of taxes of $72,778		(229,597)						(229,597)				(229,597)
Cash dividends declared ($0.75 per common share)				(208,082)				(208,082)				(208,082)
Balance at September 30, 2022	270,308	$	20,717,133	$	2,547,947	$	(604,501)	$	22,660,579	$	212,376	$	22,872,955


	Number of Shares	Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Global Payments Shareholders’ Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2020	298,332	$	24,963,769	$	2,570,874	$	(202,273)	$	27,332,370	$	154,674	$	27,487,044
Net income				757,007				757,007		13,679		770,686
Other comprehensive loss						(40,692)		(40,692)		(7,351)		(48,043)
Stock issued under share-based compensation plans	1,900	38,570						38,570				38,570
Common stock repurchased - share-based compensation plans	(456)	(84,432)						(84,432)				(84,432)
Share-based compensation expense		146,097						146,097				146,097
Repurchases of common stock	(9,689)	(1,519,204)		(294,486)				(1,813,690)				(1,813,690)
Contribution from a noncontrolling interest								—		46,320		46,320
Cash dividends declared ($0.64 per common share)				(188,203)				(188,203)				(188,203)
Balance at September 30, 2021	290,087	$	23,544,800	$	2,845,192	$	(242,965)	$	26,147,027	$	207,322	$	26,354,349

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 three reportable segments: Merchant Solutions, Issuer Solutions and Consumer Solutions, which are described in "Note 14—Segment 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, 2021 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 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, 2021.

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 COVID-19, 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.

Recently adopted accounting pronouncements

Accounting Standards Update ("ASU") 2021-08— In October 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606"), at fair value on the acquisition date. ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts, which should generally result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. This update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. We elected to early adopt ASU 2021-08 in the third quarter of 2022, with application to any business combinations for which the acquisition date occurs after January 1, 2022.

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NOTE 2—ACQUISITIONS

Pending Acquisition of EVO Payments, Inc.

On August 1, 2022, we entered into a merger agreement to acquire all outstanding equity of EVO Payments, Inc. (“EVO”) for $34 per share, or approximately $3.4 billion in preliminary estimated cash consideration to be paid to EVO shareholders, which equates to an enterprise value of approximately $4 billion. EVO is a leading payment technology and services provider, offering an array of payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe. The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence and augments our business-to-business software and payment solutions business. The acquisition is expected to close prior to the end of first quarter of 2023, subject to EVO's shareholder approval, regulatory approvals and other customary closing conditions.

Zego

On June 10, 2021, we acquired Zego, a real estate technology company that provides comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States, for cash consideration of approximately $933 million. We accounted for this transaction as a business combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:


	Final Amounts
	(in thousands)
Cash and cash equivalents	$	67,374
Accounts receivable	1,017
Identifiable intangible assets	473,000
Property and equipment	575
Other assets	9,051
Accounts payable and accrued liabilities	(71,006)
Deferred income tax liabilities	(10,749)
Other liabilities	(8,010)
Total identifiable net assets	461,252
Goodwill	471,994
Total purchase consideration	$	933,246

During the nine months ended September 30, 2022, we made measurement-period adjustments that decreased the amount of deferred income tax liabilities and provisional goodwill by $3.2 million. The decrease in deferred income tax liabilities for the nine months ended September 30, 2022 primarily related to finalizing the evaluation of the differences in the bases of assets and liabilities for financial reporting and tax purposes. The effects of the measurement-period adjustments on our consolidated statements of income for the three and nine months ended September 30, 2022 were not material.

Goodwill of $472.0 million arising from the acquisition, included in the Merchant Solutions segment, is attributable to expected growth opportunities, potential synergies from combining our existing businesses and an assembled workforce. Substantially all of the goodwill is deductible for income tax purposes.

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


	Estimated Fair Value		Weighted-Average Estimated Amortization Periods
	(in thousands)		(years)
Customer-related intangible assets	$	208,000	13
Contract-based intangible assets	119,000		20
Acquired technologies	124,000		6
Trademarks and trade names	22,000		15
Total estimated identifiable intangible assets	$	473,000	14

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NOTE 3—BUSINESS DISPOSITIONS

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 nine months ended September 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 $62.9 million of associated accumulated foreign currency translation losses from the separate component of equity. The loss was presented within loss on business dispositions in our consolidated statement of income.

Consumer Business Disposition

On July 31, 2022, we entered into a definitive agreement to sell our consumer business for $1 billion, subject to certain closing adjustments. In connection with the sale, we will provide seller financing, consisting of a first lien seven-year secured term loan facility in an aggregate principal amount of $350 million bearing interest at a fixed annual rate of 9% and a second lien twenty-five year secured term loan facility in an aggregate principal amount of $325 million bearing interest at a fixed annual rate of 13%. In addition, we will provide the purchasers a first lien five-year $50 million secured revolving facility that will be available from the date of closing of the sale. The transaction is expected to close prior to the end of the first quarter of 2023 subject to required regulatory approvals and other customary closing conditions.

The assets and liabilities of our consumer business are classified as held for sale and the disposal group is reported at fair value less costs to sell in our consolidated balance sheet as of September 30, 2022. As further discussed in "Note 5— Goodwill and Other Intangible Assets," we recognized a goodwill impairment charge of $833.1 million during the nine months ended September 30, 2022 related to our former Business and Consumer Solutions reporting unit, which included the consumer business. We also recognized charges within loss on business dispositions in our consolidated statement of income of $48.9 million and $73.9 million during the three and nine months ended September 30, 2022, respectively, to reduce the carrying amount of the disposal group to estimated fair value less costs to sell. The charge during the three months ended September 30, 2022 relates primarily to a change in the estimated fair value of the fixed rate seller financing.

For the three and nine months ended September 30, 2022, the consumer business contributed $23.2 million and $67.7 million to the Consumer Solutions segment operating income. For the three and nine months ended September 30, 2021, the consumer business contributed $27.2 million and $114.8 million to the Consumer Solutions segment operating income.

The major classes of assets presented as held for sale in the consolidated balance sheet as of September 30, 2022, primarily related to the consumer business, include cash of $31.2 million, accounts receivable of $10.9 million, other current assets of $51.7 million, goodwill of $366.4 million, other intangible assets of $651.2 million, property and equipment of $51.2 million, other noncurrent assets of $43.9 million and an asset group valuation allowance of $73.9 million. The major classes of liabilities presented as held for sale in the consolidated balance sheet as of September 30, 2022 include accounts payable and accrued liabilities of $75.2 million and other noncurrent liabilities of $4.5 million.

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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 nine months ended September 30, 2022 and 2021 and has been recast to align with the change in the presentation of segment information as further described in “Note 14-Segment Information:”


	Three Months Ended September 30, 2022
	Merchant Solutions		Issuer Solutions		Consumer Solutions		Intersegment Eliminations		Total

	(in thousands)

Americas	$	1,349,793	$	442,200	$	147,337	$	(14,788)	$	1,924,542
Europe	183,698		114,296		—		—		297,994
Asia Pacific	62,835		9,543		—		(9,543)		62,835
	$	1,596,326	$	566,039	$	147,337	$	(24,331)	$	2,285,371


	Three Months Ended September 30, 2021
	Merchant Solutions		Issuer Solutions		Consumer Solutions		Intersegment Eliminations		Total

	(in thousands)

Americas	$	1,245,805	$	415,127	$	183,591	$	(15,748)	$	1,828,775
Europe	189,282		123,469		—		—		312,751
Asia Pacific	60,811		6,890		—		(6,890)		60,811
	$	1,495,898	$	545,486	$	183,591	$	(22,638)	$	2,202,337


	Nine Months Ended September 30, 2022
	Merchant Solutions		Issuer Solutions		Consumer Solutions		Intersegment Eliminations		Total

	(in thousands)

Americas	$	3,926,645	$	1,281,894	$	478,082	$	(43,052)	$	5,643,569
Europe	545,203		354,546		—		—		899,749
Asia Pacific	179,213		26,568		—		(26,568)		179,213
	$	4,651,061	$	1,663,008	$	478,082	$	(69,620)	$	6,722,531


	Nine Months Ended September 30, 2021
	Merchant Solutions		Issuer Solutions		Consumer Solutions		Intersegment Eliminations		Total

	(in thousands)

Americas	$	3,529,245	$	1,210,948	$	608,645	$	(47,969)	$	5,300,869
Europe	488,860		367,633		—		—		856,493
Asia Pacific	172,419		17,523		—		(17,523)		172,419
	$	4,190,524	$	1,596,104	$	608,645	$	(65,492)	$	6,329,781

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The following table presents a disaggregation of our Merchant Solutions segment revenues by distribution channel for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

	(in thousands)

Relationship-led	$	821,005	$	799,948	$	2,397,787	$	2,245,839
Technology-enabled	775,321