The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited consolidated
financial statements and related notes included in Item 1 of Part I of this
Quarterly Report and the Management's Discussion and Analysis of Financial
Condition and Results of Operations and consolidated financial statements
contained in our Annual Report on Form 10-K for the year ended December 31,
2021. This discussion and analysis contains forward-looking statements about our
plans and expectations of what may happen in the future. Forward-looking
statements are based on a number of assumptions and estimates that are
inherently subject to significant risks and uncertainties, and our actual
results could differ materially from the results anticipated by our
forward-looking statements.

Executive Overview

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 have grown organically as well as through acquisitions. We continue to invest
in new technology solutions and innovation, infrastructure to support our
growing business and the consolidation and enhancement of our operating
platforms. These investments include new product development and innovation to
further enhance and differentiate our suite of technology and cloud-based
solutions available to customers, along with migration of certain underlying
technology platforms to cloud environments to enhance performance, improve speed
to market and drive cost efficiencies. We also continue to enhance our business
operating model through execution of merger and integration and other
activities, such as combining business operations, streamlining technology
infrastructure, eliminating duplicative corporate and operational support
structures and realizing scale efficiencies.

We have implemented our business strategy through several recent key transactions, including the following:

•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 $675 million of seller financing and a first lien
five-year $50 million secured revolving facility that will be available from the
date of closing of the sale. The transaction is expected to close prior to the
end of the first quarter of 2023, subject to required regulatory approvals and
other customary closing conditions.

•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 approvals,
regulatory approvals and other customary closing conditions.

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

•On August 1, 2022, we entered into an investment agreement with Silver Lake
Partners relating to the issuance of $1.5 billion in aggregate principal amount
of 1.000% convertible unsecured senior notes (the "Convertible Notes") due 2029
in a private placement, and the transaction closed on August 8, 2022. The
Convertible Notes are convertible at the option of the holder at any time after
18 months into cash and shares of our common stock based on an initial
conversion rate of 7.1089 shares of common stock per $1,000 principal amount of
the Convertible Notes (which is equal to an initial conversion price of
approximately $140.67 per share). Upon conversion, the principal amount of, and
interest due on, the Convertible Notes are required to be settled in cash and
any other amounts may be settled in shares, cash or a combination of shares and
cash at our election.

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

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

•On August 22, 2022, we issued $2.5 billion aggregate principal amount of senior
unsecured notes consisting of the following: (i) $500.0 million aggregate
principal amount of 4.950% senior notes due August 2027; (ii) $500.0 million
aggregate principal amount of 5.300% senior notes due August 2029; (iii)
$750.0 million aggregate principal amount of 5.400% senior notes due August
2032; and (iv) $750.0 million aggregate principal amount of 5.950% senior notes
due August 2052. The net proceeds from the offering have been or will be used to
refinance the outstanding indebtedness under our credit facility, to make cash
payments and pay transaction fees and expenses in connection with the pending
acquisition of EVO, to refinance certain outstanding indebtedness of EVO in
connection with the acquisition and for general corporate purposes.

Highlights related to our financial situation as of September 30, 2022 and results of operations for the three and nine months then ended include the following:

•Consolidated revenues for the three and nine months ended September 30, 2022
were $2,285.4 million and $6,722.5 million, respectively, an increase of 3.8%
and 6.2%, respectively, compared to the prior year. The increase in consolidated
revenues was primarily due to an increase in transaction volumes as a result of
growth in customer base, acceleration in the use of digital payment solutions
and continued economic recovery from the effects of the COVID-19 pandemic,
partially offset by the effects of unfavorable foreign currency exchange rates
and lower volumes in our Consumer Solutions segment.

•Merchant Solutions segment operating income and operating margin for the three
and nine months ended September 30, 2022 and Issuer Solutions operating income
and operating margin for the three months ended September 30, 2022 increased
compared to the prior year primarily due to the favorable effect of the increase
in revenues, since certain fixed costs do not vary with revenues, and continued
prudent expense management, partially offset by the effects of unfavorable
foreign currency exchange rates. Issuer Solutions operating income and operating
margin for the nine months ended September 30, 2022 decreased compared to the
prior year as favorable effects of the increase in revenues was offset by the
unfavorable effects of foreign currency exchange rates.

•Consolidated operating income for the nine months ended September 30, 2022
included the unfavorable effects of a $833.1 million goodwill impairment charge
related to our former Business and Consumer Solutions reporting unit and a
$127.2 million loss related to the sale in April 2022 of our Merchant Solutions
business in Russia.

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Effects of COVID-19 and Other Global Conditions

COVID-19[feminine]

The COVID-19 pandemic has caused and may continue to cause significant
disruptions to businesses and markets worldwide through the continued spread of
the virus, including through a resurgence of COVID-19 cases or emergence of new
virus variants in certain jurisdictions. The pandemic and measures to prevent
its spread have affected and may continue to affect our financial results in
various geographic locations as a result of volatility in spending and
transaction volumes as governments implement or ease restrictions in response to
the virus. While we continue to see signs of economic recovery, which has
positively affected our financial results, some countries have faced more
challenging circumstances in trying to contain a surge of infections. We
continue to closely monitor the COVID-19 pandemic; however, the implications on
future global economic conditions and related effects on our business and
financial condition are difficult to predict due to continuing uncertainties
around the ultimate severity, scope and duration of the pandemic, vaccine
administration rates and efficacy, resurgence of COVID-19 cases and emergence of
new virus variants and the direction or extent of current or future restrictive
actions that may be imposed by governments or public health authorities.

invasion of Ukraine by Russia

We continue to evaluate the potential effects on our business from other
economic conditions and global events, including the ongoing Russia invasion of
Ukraine that began in February 2022. In response to the invasion of Ukraine by
Russia, economic sanctions were imposed on individuals and entities in Russia,
including financial institutions, by governments around the world, including the
U.S. and the European Union. Prior to sale, our business in Russia represented
an immaterial portion of our operations and financial results. We have no team
members or operations in Ukraine.

The invasion of Ukraine by Russia and the sanctions and other measures imposed
in response to this situation have increased the level of economic and political
uncertainty in Russia and other areas of the world. Risks associated with
heightened geopolitical and economic instability include, among others,
reduction in consumer, government or corporate spending, international
sanctions, embargoes, heightened inflation, volatility in global financial
markets and foreign currency rates, increased cyber disruptions and higher
supply chain costs. The extent to which the effects of the invasion of Ukraine
by Russia will affect the global economy and our operations outside of Russia is
difficult to predict at this time. However, a significant escalation, expansion
of the scope or continuation of the related economic disruption could have an
adverse effect on our business and financial results.

Risks related to macroeconomic conditions

We also continue to monitor the potential effects on our financial statements
from other global developments, including fluctuations in foreign currency and
actions taken by central banks to counter inflation. Certain of our operations
are conducted in foreign currencies. Consequently, a portion of our revenues and
expenses may be affected by fluctuations in foreign currency exchange rates.
Recently, the US dollar has strengthened against most foreign currencies in the
markets in which we operate. For the three and nine months ended September 30,
2022, currency exchange rate fluctuations decreased our consolidated revenues by
approximately $57.1 million and $114.0 million, respectively, and decreased our
operating income by approximately $24.0 million and $40.4 million, respectively,
calculated by converting revenues and operating income for the current year in
local currencies using exchange rates for the prior year. A continued
strengthening of the US dollar or other significant fluctuations in foreign
currency exchange rates could result in an adverse effect on our future
financial results; however, we are unable to predict the extent of the potential
effect on our financial results.

We also continue to closely monitor developments related to other macroeconomic
conditions, including continued inflation and rising interest rates. We have
reduced our interest rate risk through issuance of fixed rate debt in place of
variable rate debt. However, inflationary pressure or interest rate fluctuations
could adversely affect our business and financial performance as a result of
higher costs and/or lower consumer spending. A continued rise in inflation or
interest rates could result in an adverse effect on our future financial results
and the recoverability of assets; however, as the future magnitude, duration and
effects of these conditions are difficult to predict at this time, we are unable
to predict the extent of the potential effect on our financial results.

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For a further discussion of trends, uncertainties and other factors that could
affect our future operating results, see the section entitled "Risk Factors" in
Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2021
and subsequent filings we make with the SEC, including this Quarterly Report on
Form 10-Q.




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Results of Operations

During the third quarter of 2022, as a result of the pending divestiture of our
consumer business and changes in how the business is managed, we have realigned
the businesses previously comprising our Business and Consumer Solutions segment
to include the business-to-business portion within our Issuer Solutions segment
and the consumer portion within our Consumer Solutions segment. Our three
reportable segments now are: Merchant Solutions, Issuer Solutions and Consumer
Solutions. The presentation of segment information for the three and nine months
ended September 30, 2021 has been recast to align with the segment presentation
for the three and nine months ended September 30, 2022. For further information
about our reportable segments, see "Item 1. Business-Business Segments" within
our Annual Report on Form 10-K for the year ended December 31, 2021,
incorporated herein by reference, and "Note 14-Segment Information" in the notes
to the accompanying unaudited consolidated financial statements.

The following table sets forth key selected financial data for the three months
ended September 30, 2022 and 2021, this data as a percentage of total revenues
and the changes between the periods in dollars and as a percentage of the
prior-year amount. The income statement data for the three months ended
September 30, 2022 and 2021 is derived from the accompanying unaudited
consolidated financial statements included in Part I, Item 1 - Financial
Statements.

                                       Three Months Ended                                       Three Months Ended
                                       September 30, 2022           % of Revenues(1)            September 30, 2021           % of Revenues(1)             $ Change            % Change

                                                                                                 (dollar amounts in thousands)

Revenues(2):
Merchant Solutions                    $       1,596,326                          69.8  %       $       1,495,898                          67.9  %       $ 100,428                   6.7  %
Issuer Solutions                                566,039                          24.8  %                 545,486                          24.8  %          20,553                   3.8  %
Consumer Solutions                              147,337                           6.4  %                 183,591                           8.3  %         (36,254)                (19.7) %
Intersegment eliminations                       (24,331)                         (1.1) %                 (22,638)                         (1.0) %          (1,693)                  7.5  %
 Consolidated revenues                $       2,285,371                         100.0  %       $       2,202,337                         100.0  %       $  83,034                   3.8  %

Consolidated operating expenses(2):
Cost of service                       $         931,249                          40.7  %       $         944,172                          42.9  %       $ (12,923)                 (1.4) %
Selling, general and administrative             918,757                          40.2  %                 858,082                          39.0  %          60,675                   7.1  %
Loss on business dispositions(4)                 48,933                           2.1  %                       -                             -  %          48,933                       NM
Operating expenses                    $       1,898,939                          83.1  %       $       1,802,254                          81.8  %       $  96,685                   5.4  %

Operating income (loss)(2):
Merchant Solutions                    $         550,684                          24.1  %       $         488,407                          22.2  %       $  62,277                  12.8  %
Issuer Solutions                                 97,548                           4.3  %                  85,717                           3.9  %          11,831                  13.8  %
Consumer Solutions                               23,175                           1.0  %                  27,208                           1.2  %          (4,033)                (14.8) %
Corporate(3)                                   (236,042)                        (10.3) %                (201,249)                         (9.1) %         (34,793)                 17.3  %
Loss on business dispositions(4)                (48,933)                         (2.1) %                       -                             -  %         (48,933)                      NM
Operating income                      $         386,432                          16.9  %       $         400,083                          18.2  %       $ (13,651)                 (3.4) %

Operating margin(2):
Merchant Solutions                                 34.5  %                                                  32.6  %                                           1.9  %
Issuer Solutions                                   17.2  %                                                  15.7  %                                           1.5  %
Consumer Solutions                                 15.7  %                                                  14.8  %                                           0.9  %



NM = Not meaningful
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Contents

(1) Percentages may not add up to total due to rounding.

(2) Revenues, consolidated operating expenses, operating income (loss) and
operating margin reflect the effects of acquired businesses from the respective
acquisition dates and the effects of divested businesses through the respective
disposal dates. See "Note 2-Acquisitions" and "Note 3-Business Dispositions" for
further discussion.

(3) Operating loss for Corporate included acquisition and integration expenses
of $75.3 million and $70.7 million for the three months ended September 30, 2022
and 2021, respectively. For the three months ended September 30, 2022, operating
loss for Corporate also included $31.7 million of other charges related to
facilities exit activities.

(4) For the three months ended September 30, 2022, consolidated operating income
included a charge of $48.9 million to reduce the carrying amount of the consumer
business disposal group to estimated fair value less costs to sell.

The following table sets forth key selected financial data for the nine months
ended September 30, 2022 and 2021, this data as a percentage of total revenues
and the changes between the periods in dollars and as a percentage of the
prior-year amount. The income statement data for the nine months ended
September 30, 2022 and 2021 is derived from the accompanying unaudited
consolidated financial statements included in Part I, Item 1 - Financial
Statements.
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Contents

                                      Nine Months Ended                                        Nine Months Ended
                                      September 30, 2022           % of Revenues(1)            September 30, 2021           % of Revenues(1)              $ Change             % Change

                                                                                                 (dollar amounts in thousands)

Revenues(2):
Merchant Solutions                   $       4,651,061                          69.2  %       $       4,190,524                          66.2  %       $   460,537                 11.0  %
Issuer Solutions                             1,663,008                          24.7  %               1,596,104                          25.2  %            66,904                  4.2  %
Consumer Solutions                             478,082                           7.1  %                 608,645                           9.6  %          (130,563)               (21.5) %
Intersegment eliminations                      (69,620)                         (1.0) %                 (65,492)                         (1.0) %            (4,128)                 6.3  %
 Consolidated revenues               $       6,722,531                         100.0  %       $       6,329,781                         100.0  %       $   392,750                  6.2  %

Consolidated operating expenses(2):
Cost of service                      $       2,850,706                          42.4  %       $       2,805,728                          44.3  %       $    44,978                  1.6  %
Selling, general and administrative          2,605,085                          38.8  %               2,486,153                          39.3  %           118,932                  4.8  %
Impairment of goodwill(4)                      833,075                          12.4  %                       -                             -  %           833,075                      NM
Loss on business dispositions(5)               201,144                           3.0  %                       -                             -  %           201,144                      NM
Operating expenses                   $       6,490,010                          96.5  %       $       5,291,881                          83.6  %       $ 1,198,129                 22.6  %

Operating income (loss)(2):
Merchant Solutions                   $       1,530,573                          22.8  %       $       1,265,689                          20.0  %       $   264,884                 20.9  %
Issuer Solutions                               244,190                           3.6  %                 245,588                           3.9  %            (1,398)                (0.6) %
Consumer Solutions                              67,735                           1.0  %                 114,804                           1.8  %           (47,069)               (41.0) %
Corporate(3)                                  (575,758)                         (8.6) %                (588,181)                         (9.3) %            12,423                 (2.1) %
Impairment of goodwill(4)                     (833,075)                        (12.4) %                       -                             -  %          (833,075)                     NM
Loss on business dispositions(5)              (201,144)                         (3.0) %                       -                             -  %          (201,144)                     NM
Operating income                     $         232,521                           3.5  %       $       1,037,900                          16.4  %       $  (805,379)               (77.6) %

Operating margin(2):
Merchant Solutions                                32.9  %                                                  30.2  %                                             2.7  %
Issuer Solutions                                  14.7  %                                                  15.4  %                                            (0.7) %
Consumer Solutions                                14.2  %                                                  18.9  %                                            (4.7) %



NM = Not meaningful

(1) Percentages may not add up to total due to rounding.

(2) Revenues, consolidated operating expenses, operating income (loss) and
operating margin reflect the effects of acquired businesses from the respective
acquisition dates and the effects of divested businesses through the respective
disposal dates. See "Note 2-Acquisitions" and "Note 3-Business Dispositions" for
further discussion.

(3) Operating loss for Corporate included acquisition and integration expenses
of $184.8 million and $237.7 million for the nine months ended September 30,
2022 and 2021, respectively. For the nine months ended September 30, 2022,
operating loss for Corporate also included $40.0 million of other charges
related to facilities exit activities.

(4) For the nine months ended September 30, 2022, consolidated operating income
included a $833.1 million goodwill impairment charge related to our former
Business and Consumer Solutions reporting unit. See "Note 5-Goodwill and Other
Intangible Assets" for further discussion.
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Contents

(5) For the nine months ended September 30, 2022the consolidated operating profit includes a $127.2 million on the sale of our Merchant Solutions business in
Russia and a charge of $73.9 million reduce the carrying amount of the consumer business group to be sold to its estimated fair value less costs to sell.

Revenues


Consolidated revenues for the three and nine months ended September 30, 2022
increased by 3.8% and 6.2%, respectively, to $2,285.4 million and $6,722.5
million, respectively, compared to $2,202.3 million and $6,329.8 million,
respectively, for the prior year. The increase in revenues was primarily due to
an increase in transaction volumes as a result of growth in customer base,
acceleration in the use of digital payment solutions and continued economic
recovery from the effects of the COVID-19 pandemic, partially offset by the
effects of unfavorable foreign currency exchange rates as the U.S. dollar has
continued to strengthen. While we continue to see signs of economic recovery,
which has positively affected our financial results in 2022 compared to the
prior year, the rate of recovery on a global basis has been and may continue to
be affected by additional developments related to COVID-19 as well as other
global events and economic conditions.

Merchant Solutions Segment. Revenues from our Merchant Solutions segment for the
three and nine months ended September 30, 2022 increased by 6.7% and 11.0%,
respectively, to $1,596.3 million and $4,651.1 million, respectively, compared
to $1,495.9 million and $4,190.5 million, respectively, for the prior year. The
increase in revenues was primarily due to an increase in transaction volumes as
a result of growth in customer base, acceleration in the use of digital payment
solutions and continued economic recovery from the effects of the COVID-19
pandemic. The increase in revenues was partially offset by the effects of
unfavorable foreign currency exchange rates of $37.4 million and $77.3 million
for the three and nine months ended September 30, 2022, respectively.

Issuer Solutions Segment. Revenues from our Issuer Solutions segment for the
three and nine months ended September 30, 2022 increased by 3.8% and 4.2%,
respectively, to $566.0 million and $1,663.0 million, respectively, compared to
$545.5 million and $1,596.1 million, respectively, for the prior year. The
increase in revenues was primarily due to an increase in transaction volumes
from continued economic recovery from the effects of the COVID-19 pandemic and
revenue related to the MineralTree business, which was acquired in the fourth
quarter of 2021. The increase in revenues was partially offset by the effects of
unfavorable foreign currency exchange rates of $19.7 million and $36.7 million
for the three and nine months ended September 30, 2022, respectively.

Consumer Solutions Segment. Revenues from our Consumer Solutions segment for the
three and nine months ended September 30, 2022 were $147.3 million and $478.1
million, respectively, compared to $183.6 million and $608.6 million,
respectively, for the prior year. Revenues for the three and nine months ended
September 30, 2022 were affected by reduced consumer spending and lower spending
volumes as a result of individual stimulus payments and supplementary
unemployment amounts distributed to our customers by the U.S. government in the
first half of 2021 that did not recur in 2022.

Functionnary costs


Cost of Service. Cost of service for the three and nine months ended
September 30, 2022 was $931.2 million and $2,850.7 million, respectively,
compared to $944.2 million and $2,805.7 million, respectively, for the prior
year. Cost of service as a percentage of revenues decreased to 40.7% and 42.4%,
respectively, for the three and nine months ended September 30, 2022 compared to
42.9% and 44.3%, respectively, for the prior year. Compared to the prior year,
cost of service for the three and nine months ended September 30, 2022 included
higher variable costs associated with the increase in revenues, offset by the
favorable effects of prudent expense management and lower amortization of
acquired intangibles, as the consumer business assets classified as held for
sale are not subject to amortization. The decrease in cost of service as a
percentage of revenues also reflects the favorable effect of the increase in
revenues, since certain fixed costs do not vary with revenues. Amortization of
acquired intangibles were $306.0 million and $319.9 million for the three months
ended September 30, 2022 and 2021, respectively, and $962.4 million and $973.9
million for the nine months ended September 30, 2022 and 2021, respectively.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three and nine months ended September 30, 2022
increased by 7.1% and 4.8%, respectively, to $918.8 million and $2,605.1
million, respectively, compared to $858.1 million and $2,486.2 million,
respectively, for the prior year. Selling, general and administrative expenses
as a percentage of revenues was 40.2% and 38.8% for the three and nine months
ended September 30, 2022, respectively, compared to 39.0% and 39.3%,
respectively, for the prior year. The increase in selling, general and
administrative expenses was
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primarily due to an increase in variable selling and other costs related to the
increase in revenues, charges related to facilities exit activities primarily
due to actions taken in the third quarter of 2022 and higher compensation and
benefits and other costs related to the pending sale of the consumer business,
partially offset by lower share-based compensation expenses in the current year.
Selling, general and administrative expenses for the nine months ended September
30, 2022 also included lower acquisition and integration expenses compared to
the prior year. The change in selling, general and administrative expenses as a
percentage of revenues also reflects the favorable effect of the increase in
revenues, since certain fixed costs do not vary with revenues.

Actions taken to exit certain leased facilities resulted in charges of $31.7
million and $40.0 million during the three and nine months ended September 30,
2022, respectively, primarily to reduce the carrying amount of the affected
asset groups to estimated fair value. We continue to evaluate our physical
footprint and additional charges may be incurred as these facilities exit
activities continue in 2022.

Selling, general and administrative expenses included acquisition and
integration expenses of $73.3 million and $71.6 million for the three months
ended September 30, 2022 and 2021, respectively, and $186.2 million and $241.6
million for the nine months ended September 30, 2022 and 2021, respectively.
Selling, general and administrative expenses included share-based compensation
expense of $37.1 million and $65.6 million for the three months ended
September 30, 2022 and 2021, respectively, and $122.5 million and $146.1 million
for the nine months ended September 30, 2022 and 2021, respectively. The higher
share-based compensation expense for the three and nine months ended
September 30, 2021 was primarily driven by the vesting of certain
performance-based restricted stock units upon achievement of performance
measures during the prior period.

Corporate. Corporate expenses for the three and nine months ended September 30,
2022 were $236.0 million and $575.8 million, respectively, compared to $201.2
million and $588.2 million, respectively, for the prior year. The change in
corporate expenses for the three and nine months ended September 30, 2022
compared to the prior year reflects the unfavorable effects of the charges
related to facilities exit activities and higher compensation costs, partially
offset by the decrease in share-based compensation expense as described above.
In addition, corporate expenses included acquisition and integration expenses of
$75.3 million and $184.8 million for the three and nine months ended
September 30, 2022, respectively, compared to $70.7 million and $237.7 million
for the three and nine months ended September 30, 2021, respectively.

Operating profit and operating margin


Consolidated operating income for the three and nine months ended September 30,
2022 was $386.4 million and $232.5 million, respectively, compared to $400.1
million and $1,037.9 million, respectively, for the prior year. Operating margin
for the three months ended September 30, 2022 was 16.9% compared to 18.2% for
the prior year. Consolidated operating income and operating margin for the three
and nine months ended September 30, 2022 compared to the prior year included the
favorable effects of the increase in revenues, since certain fixed costs do not
vary with revenues, and lower amortization of acquired intangibles and
share-based compensation expenses as described above. Consolidated operating
income for the nine months ended September 30, 2022 also included the favorable
effect of lower acquisition and integration expenses compared to the prior year.
Consolidated operating income for the nine months ended September 30, 2022
included the unfavorable effects of a $833.1 million goodwill impairment charge
related to our former Business and Consumer Solutions reporting unit and a
$127.2 million loss related to the sale in April 2022 of our Merchant Solutions
business in Russia. 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 consumer business 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. Operating income for the three and
nine months ended September 30, 2022 also included the unfavorable effect of a
charge in the third quarter of 2022 related to facilities exit activities as
described above.

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Segment Operating Income and Operating Margin


In our Merchant Solutions segment, operating income and operating margin for the
three and nine months ended September 30, 2022 increased compared to the prior
year primarily due to the favorable effect of the increase in revenues, since
certain fixed costs do not vary with revenues, and continued prudent expense
management, slightly offset by incremental expenses related to continued
investment in new product, innovation and our technology environments and the
effects of unfavorable foreign currency exchange rates. In our Issuer Solutions
segment, operating income and operating margin for the three months ended
September 30, 2022 increased compared to the prior year primarily due to the
favorable effect of the increase in revenues, since certain fixed costs do not
vary with revenues, and continued prudent expense management, partially offset
by the effects of unfavorable foreign currency exchange rates. In our Issuer
Solutions segment, operating income and operating margin for the nine months
ended September 30, 2022 decreased compared to the prior year as favorable
effects of the increase in revenues was offset by the unfavorable effects of
foreign currency exchange rates. In our Consumer Solutions segment, operating
income and operating margin for the three and nine months ended September 30,
2022 were unfavorably affected by the decline in revenues.

Other income/expenses, net


Interest and other income for the three and nine months ended September 30, 2022
increased to $20.4 million and $25.1 million, respectively, compared to $6.3
million and $16.0 million, respectively, for the prior year, primarily due to a
gain of $13.2 million recognized in connection with the release and conversion
of a portion of our Visa convertible preferred shares. See "Note 6-Other Assets"
in the notes to the accompanying consolidated financial statements for further
discussion of this transaction.

Interest and other expense for the three and nine months ended September 30,
2022 increased to $135.2 million and $327.7 million, respectively, compared to
$82.2 million and $245.9 million, respectively, for the prior year, as a result
of the increase in our average outstanding borrowings and higher average
interest rates on outstanding borrowings. In addition, interest expense for the
three and nine months ended September 30, 2022 included fees and charges
incurred in connection with financing activities that occurred during the third
quarter of 2022, including $17.3 million related to commitment fees associated
with bridge financing.

Income Tax Expense


For the three months ended September 30, 2022 and 2021, our effective income tax
rates were 5.2% and 15.5%, respectively. The decrease in our effective rate from
the prior year was primarily due to the favorable effects of foreign interest
income not subject to tax, adjustments to unrecognized income tax benefits
related to certain U.S. federal income tax positions and remeasurement of state
deferred taxes to reflect enacted tax law changes.

For the nine months ended September 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 the loss on the sale of our
Merchant Solutions business in Russia, for which no tax benefit was recognized.
The effective tax rate for the nine months ended September 30, 2021 of 16.3%
included the unfavorable effect of a change in the U.K. statutory income tax
rate that took effect during the nine months ended September 30, 2021, which
required a remeasurement of deferred tax balances to increase the effective
rate, which was partially offset by the favorable effect of a change in the
assessment of the need for a valuation allowance related to foreign tax credit
carryforwards.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the
"IRA") into law. The IRA, among other things, implements a 15% corporate
alternative minimum tax based on global adjusted financial statement income and
a 1% excise tax on share repurchases, which shall take effect in tax years
beginning after December 31, 2022. We are in the process of evaluating the
provisions of the IRA, but we do not currently believe the IRA will have a
material effect on our reported results, cash flows or financial position when
it becomes effective. We expect to reflect the excise tax within equity as part
of the repurchase price of common stock.

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Net Income (Loss) Attributable to Global Payments


Net income (loss) attributable to Global Payments was $290.5 million and ($137.8
million), respectively, for the three and nine months ended September 30, 2022
compared to net income of $296.7 million and $757.0 million, respectively, for
the prior year, reflecting the changes noted above along with changes in equity
in income of equity method investments. Equity in income of equity method
investments for the three and nine months ended September 30, 2022 included a
$17.9 million gain on the sale of an equity method investment. In addition,
equity in income of equity method investments for the nine months ended
September 30, 2022 included a decrease in fair value of investments held at
certain investees, compared to appreciation in fair value of investments held at
certain investees in the nine months ended September 30, 2021.

Diluted earnings (loss) per share


Diluted earnings (loss) per share was $1.05 and ($0.49), respectively, for the
three and nine months ended September 30, 2022 compared to diluted earnings per
share of $1.01 and $2.56, respectively, for the prior year. Diluted earnings
(loss) per share for the three and nine months ended September 30, 2022 reflects
the changes in net income (loss) and the decrease in the weighted-average number
of shares outstanding.

Cash and capital resources

We have many sources of capital, including cash and cash flow generated from operations as well as various sources of financing. In the normal course of our business, a significant portion of our liquidity comes from operating cash flow and borrowings, including capacity under our revolving credit facility.

Our capital allocation priorities are to make planned capital investments in our
business, to pursue acquisitions that meet our corporate objectives, to pay
dividends, to pay principal and interest on our outstanding debt and to
repurchase shares of our common stock. Our significant contractual cash
requirements also include ongoing payments for lease liabilities and contractual
obligations related to service arrangements with suppliers for fixed or minimum
amounts, which primarily relate to software, technology infrastructure and
related services. Commitments under our borrowing arrangements are further
described in "Note 7-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." For additional information regarding our
other cash commitments and contractual obligations, see "Note 6-Leases" and
"Note 17-Commitments and Contingencies" in our Annual Report on Form 10-K for
the year ended December 31, 2021.

Our capital plan objectives are to support our operational needs and strategic
plan for long-term growth while optimizing our cost of capital and financial
position. To supplement cash from operating activities, we use a combination of
bank financing, such as borrowings under our credit facilities, and senior note
issuances for general corporate purposes and to fund acquisitions. During the
third quarter of 2022, we entered into an investment agreement with Silver Lake
Partners in the form of privately placed Convertible Notes, which also served as
a source of general funding together with our other borrowings. In addition,
specialized lines of credit are also used in certain of our markets to fund
merchant settlement prior to receipt of funds from the card networks.

We believe that our current level of cash and borrowing capacity under our
Revolving Credit Facility, together with expected future cash flows from
operations, will be sufficient to meet both the near-term and long-term needs of
our existing operations and planned requirements. We regularly evaluate our
liquidity and capital position relative to cash requirements, and we may elect
to raise additional funds in the future through the issuance of debt or equity
or by other means. Accumulated cash balances are invested in high-quality,
marketable short-term instruments.

At September 30, 2022, we had cash and cash equivalents totaling $1,993.8
million. Of this amount, we considered $1,113.4 million to be available for
general purposes, of which $29.9 million is undistributed foreign earnings
considered to be indefinitely reinvested outside the United States. The
available cash of $1,113.4 million does not include the following: (i)
settlement-related cash balances, (ii) funds held as collateral for merchant
losses ("Merchant Reserves") and (iii) 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
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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.

We also had tight cash of $132.5 million of the September 30, 2022, representing amounts deposited by customers for prepaid card transactions. These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction of their use.

Operating activities provided net cash of $1,534.5 million and $2,027.6 million
for the nine months ended September 30, 2022 and 2021, respectively, which
reflect net income (loss) adjusted for noncash items, including depreciation and
amortization, charges associated with the impairment of goodwill and loss on
business dispositions, facility exit charges, and changes in operating assets
and liabilities. The decrease in cash flows from operating activities from the
prior year was due to fluctuations in operating assets and liabilities that are
affected primarily by timing of month-end and transaction volume, including
changes in settlement processing assets and obligations and accounts payable and
other liabilities balances.

We used net cash in investing activities of $486.9 million and $1,295.9 million
during the nine months ended September 30, 2022 and 2021, respectively,
primarily to fund acquisitions and capital expenditures. During the nine months
ended September 30, 2022 and 2021, we used cash of $25.0 million and $946.4
million, respectively, for acquisitions. We made capital expenditures of $463.4
million and $350.7 million during the nine months ended September 30, 2022 and
2021, 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 significant capital
investments in the business, and we anticipate capital expenditures to remain as
a similar percentage of revenues for the year ending December 31, 2022 as
compared to the year ended December 31, 2021. Additionally, investing cash flows
for the nine months ended September 30, 2022 includes the net effect on cash
from the sale of our Merchant Solutions business in Russia and cash received
from the sale of investments in Visa common shares of $13.2 million and equity
method investments of $17.9 million.

Financing activities include borrowings and repayments 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 7-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 common stock repurchase programs and share-based
compensation programs, cash distributions made to our shareholders and cash
contributions from and distributions to noncontrolling interests. We used net
cash in financing activities of $804.6 million and $310.2 million during the
nine months ended September 30, 2022 and 2021, respectively.

Proceeds from long-term debt were $9,124.4 million and $3,910.0 million for the
nine months ended September 30, 2022 and 2021, respectively. Repayments of
long-term debt were $7,193.7 million and $2,434.8 million for the nine months
ended September 30, 2022 and 2021, 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 term loans.

On August 22, 2022, we issued $2.5 billion aggregate principal amount of senior
unsecured notes consisting of the following: (i) $500.0 million aggregate
principal amount of 4.950% senior notes due August 2027; (ii) $500.0 million
aggregate principal amount of 5.300% senior notes due August 2029; (iii)
$750.0 million aggregate principal amount of 5.400% senior notes due August
2032; and (iv) $750.0 million aggregate principal amount of 5.950% senior notes
due August 2052. The net proceeds from the offering have been or will be used to
refinance the outstanding indebtedness under our credit facility, to make cash
payments and pay transaction fees and expenses in connection with the pending
acquisition of EVO, to refinance certain outstanding indebtedness of EVO in
connection with the acquisition and for general corporate purposes.

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

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On August 1, 2022, we entered into an investment agreement with Silver Lake
Partners relating to the issuance of $1.5 billion in aggregate principal amount
of 1.000% Convertible Notes due 2029 in a private placement, and the transaction
closed on August 8, 2022. In connection with the issuance of the Convertible
Notes, we paid $302.4 million to purchase privately negotiated capped call
transactions with certain financial institutions, to hedge the potential
dilutive effect upon conversion of the Convertible Notes, or offset our cash
obligation if the cash settlement option is elected.

On February 26, 2021, we issued $1.1 billion aggregate principal amount of
1.200% senior unsecured notes due February 2026. We used the net proceeds from
this offering to fund the redemption in full of the 3.800% senior unsecured
notes due April 2021, to repay a portion of the outstanding indebtedness under
our Prior Credit Facility and for general corporate purposes.

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,
2022, we had net repayments of settlement lines of credit of $2.8 million.
During the nine months ended September 30, 2021, we had net borrowings from
settlement lines of credit of $244.9 million.

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, 2022 and 2021, we used $2,139.7 million and $1,833.7
million, respectively, to repurchase shares of our common stock. The activity
for the nine months ended September 30, 2021 included the repurchase of
2,491,161 shares at an average price of $200.71 per share under an ASR agreement
we entered into on February 10, 2021 with a financial institution to repurchase
an aggregate of $500 million of our common stock during the ASR program purchase
period, which ended on March 31, 2021.

From September 30, 2022the remaining amount available under our share buyback program was $610.3 million. On October 27, 2022our Board of Directors approved an increase to our existing share buyback program, which brought the total available authorization to $1.5 billion.

We paid dividends to our common shareholders in the amounts of $208.1 million
and $188.2 million during the nine months ended September 30, 2022 and 2021,
respectively. Additionally, during the nine months ended September 30, 2022, we
made distributions to noncontrolling interests in the amount of $17.7 million
and paid contingent consideration of $15.7 million related to a 2021
acquisition.

In the nine months ended September 30, 2021, Global Payments and a non-controlling shareholder made contributions of $185.3 million and $46.3 millionrespectively, to one of our majority-owned subsidiaries, Comercia Global Payments Entidad de Pago, SL. (“Trading”). Contributions were made to Comercia based on each shareholder’s proportionate interest to fund an acquisition by Comercia that closed in the fourth quarter of 2021.

Long-term debt and lines of credit

Senior Notes


We have $11.9 billion in aggregate principal amount of senior unsecured notes,
which mature at various dates ranging from June 2023 to August 2052. Interest on
the senior notes is payable semi-annually at various dates. Each series of the
senior notes is redeemable, at our option, in whole or in part, at any time and
from time-to-time at the redemption prices set forth in the related indenture.

On August 22, 2022, we issued $2.5 billion aggregate principal amount of senior
unsecured notes consisting of the following: (i) $500.0 million aggregate
principal amount of 4.950% senior notes due August 2027; (ii) $500.0 million
aggregate principal amount of 5.300% senior notes due August 2029; (iii)
$750.0 million aggregate principal amount of 5.400% senior notes due August
2032; and (iv) $750.0 million aggregate principal amount of 5.950% senior notes
due August 2052. We issued the senior notes at a total discount of $5.2 million,
and we incurred debt issuance costs of $24.8 million, including underwriting
fees, fees for professional services 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 September 30, 2022. Interest on the
senior unsecured notes is payable semi-annually in arrears on February 15 and
August 15 of each year, commencing February 15, 2023. 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 have been or will be used to refinance the

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outstanding indebtedness under our credit facility, to make cash payments and
pay transaction fees and expenses in connection with the pending acquisition of
EVO, to refinance certain outstanding indebtedness of EVO in connection with the
acquisition and for general corporate purposes. In the event that the EVO
acquisition is not consummated, we will be required to redeem the notes due 2027
and 2029 at a redemption price equal to 101% of the principal amount of the
notes due 2027 and 2029 then outstanding plus accrued and unpaid interest, if
any.


Convertible Notes


On August 1, 2022, we entered into an investment agreement with Silver Lake
Partners relating to the issuance of $1.5 billion in aggregate principal amount
of 1.000% Convertible Notes due 2029 in a private placement, and the transaction
closed on August 8, 2022. The net proceeds from this offering were approximately
$1.45 billion, reflecting an issuance discount of $37.5 million and $10.4
million of debt issuance costs, which were capitalized and reflected as a
reduction of the related carrying amount of the Convertible Notes in our
consolidated balance sheet at September 30, 2022.

The Convertible Notes bear interest at a rate of 1.000% per annum. Interest on
the Convertible Notes is payable semi-annually in arrears on February 15 and
August 15 of each year, beginning on February 15, 2023, to the holders of record
on the preceding February 1 and August 1, respectively. The Convertible Notes
mature on August 15, 2029, subject to earlier conversion or repurchase.

The Convertible Notes are convertible at the option of the holder at any time
after the date that is 18 months after issuance (or earlier, upon the occurrence
of certain corporate events) until the scheduled trading day prior to the
maturity date. The Convertible Notes are convertible into cash and shares of our
common stock based on an initial conversion rate of 7.1089 shares of common
stock per $1,000 principal amount of the Convertible Notes (which is equal to an
initial conversion price of approximately $140.67 per share), subject to
customary anti-dilution and other adjustments upon the occurrence of certain
events. Upon conversion, the principal amount of, and interest due on, the
Convertible Notes are required to be settled in cash and any other amounts may
be settled in shares, cash or a combination of shares and cash at our election.

The Convertible Notes are not redeemable by us. If certain corporate events that
constitute a fundamental change (as defined in the indenture governing the
Convertible Notes) occur, any holder of the Convertible Notes may require that
we repurchase all or any portion of their notes for cash at a purchase price of
par plus accrued and unpaid interest to, but excluding, the repurchase date. In
addition, if certain corporate events that constitute a make-whole fundamental
change (as defined in the indenture governing the Convertible Notes) occur, then
the conversion rate will in certain circumstances be increased for a specified
period of time. The Convertible Notes include customary covenants for
convertible notes of this type, as well as customary events of default, which
may result in the acceleration of the maturity of the Convertible Notes.

On August 8, 2022, in connection with the issuance of the Convertible Notes, we
entered into privately negotiated capped call transactions with certain
financial institutions to cover, subject to customary adjustments, the number of
shares of common stock initially underlying the Convertible Notes. The economic
effect of the capped call transactions is to hedge the potential dilutive effect
upon conversion of the Convertible Notes, or offset our cash obligation if the
cash settlement option is elected, up to a cap price determined based on a
hedging period that commenced on August 9, 2022 and concluded on August 25,
2022. The capped call has an initial strike price of $140.67 per share and a cap
price of $229.26 per share. The capped call transactions meet the accounting
criteria to be reflected in stockholders' equity and not accounted for as
derivatives. The cost of 302.4 million incurred in connection with the capped
call transactions was recorded as a reduction to paid-in-capital in our
consolidated balance sheet at September 30, 2022, net of applicable income
taxes.

New Credit Facility


On August 19, 2022, we entered into a credit agreement (the "Revolving Credit
Agreement") with Bank of America, N.A., as administrative agent, and a syndicate
of financial institutions, as lenders and other agents. The Revolving Credit
Agreement provides for an unsubordinated unsecured $5.75 billion Revolving
Credit Facility. We capitalized debt issuance costs of $12.3 million in
connection with the issuances under the Revolving Credit Facility. The Revolving
Credit Facility matures in August 2027. Borrowings under the Revolving Credit
Facility may be repaid prior to maturity without premium or penalty, subject to
payment of certain customary expenses of Lenders and customary notice
provisions.

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Borrowings under the Revolving Credit Facility will be available to be made in
US dollars, euros, sterling, Canadian dollars and, subject to certain
conditions, certain other currencies at our option. Borrowings under the
Revolving Credit Facility will bear interest, at our option, at a rate equal to
(i) for Secured Overnight Financing Rate ("SOFR") based currencies or certain
alternative currencies, a secured overnight financing rate (subject to a 0.00%
floor) plus a 0.10% credit spread adjustment or an alternative currency term
rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a
base rate, (iii) for US dollar borrowings, a daily floating secured overnight
financing rate (subject to a 0.00% floor on or after January 1, 2023) plus a
0.10% credit spread adjustment or (iv) for certain alternative currencies, a
daily alternative currency rate (subject to a 0.00% floor), in each case, plus
an applicable margin. The applicable margin for borrowings under the Revolving
Credit Facility will range from 1.125% to 1.875% depending on our credit rating
and is initially 1.375%. In addition, we are required to pay a quarterly
commitment fee with respect to the unused portion of the Revolving Credit
Facility at an applicable rate per annum ranging from 0.125% to 0.300% depending
on our credit rating.

We may issue standby letters of credit of up to $250.0 million in the aggregate
under the Revolving Credit Facility. Outstanding letters of credit under the
Revolving Credit Facility reduce the amount of borrowings available to us. The
amounts available to borrow under the Revolving Credit Facility are also
determined by a financial leverage covenant. As of September 30, 2022, there
were no borrowings outstanding under the Revolving Credit Facility, and the
total available commitments under the Revolving Credit Facility were
$2.5 billion.

Prior Credit Facility


Prior to the Revolving Credit Facility, we were party to a Prior Credit Facility
agreement with Bank of America, N.A., as administrative agent, and a syndicate
of financial institutions, as lenders and other agents. The Prior Credit
Facility provided for a senior unsecured $2.0 billion term loan facility and a
senior unsecured $3.0 billion revolving credit facility. In August 2022, all
borrowings outstanding and other amounts due under the Prior Credit Facility
were repaid and the Prior Credit Facility was terminated.

Bridge installation


On August 1, 2022, in connection with our entry into the EVO merger agreement,
we obtained commitments for a $4.3 billion, 364-day senior unsecured bridge
facility (the "Bridge Facility"). Upon the execution of permanent financing,
including the issuance of our senior unsecured notes and entry into the
Revolving Credit Facility described above, the aggregate commitments under the
Bridge Facility were reduced to zero and terminated. For the three and nine
months ended September 30, 2022, we recognized $17.3 million of commitment fees
associated with the Bridge Facility in interest expense.

Compliance with commitments


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. As of September 30, 2022, financial covenants
under the Revolving Credit Agreement required a leverage ratio of 3.75 to 1.00
and an interest coverage ratio of 3.00 to 1.00. We were in compliance with all
applicable covenants as of September 30, 2022.

Settlement credit lines


In various markets where we do business, we have specialized lines of credit
that are restricted for use in funding settlement. The settlement lines of
credit generally have variable interest rates, are subject to annual review and
are denominated in local currency but may, in some cases, facilitate borrowings
in multiple currencies. For certain of our lines of credit, the available credit
is increased by the amount of cash we have on deposit in specific accounts with
the lender. Accordingly, the amount of the outstanding lines of credit may
exceed the stated credit limit. As of September 30, 2022, a total of $78.0
million of cash on deposit was used to determine the available credit.

As of September 30, 2022, we had $440.9 million outstanding under these lines of
credit with additional capacity to fund settlement of $1.8 billion. During the
three months ended September 30, 2022, the maximum and average outstanding
balances under these lines of credit were $958.2 million and $499.5 million,
respectively. The weighted-average interest rate on these borrowings was 4.78%
at September 30, 2022.
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See "Note 7-Long-Term Debt and Lines of Credit" in the notes to the accompanying
unaudited consolidated financial statements for further information about our
borrowing agreements.

Update of critical accounting policies

Goodwill - 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.

The sustained decline in our share price and 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 also indicated a potential decline in fair value of our
former Business and Consumer Solutions reporting unit as of June 30, 2022. We
determined on the basis of the quantitative assessment that the fair value of
our Issuer Solutions reporting unit was still greater than its carrying amount
by approximately 4% as of June 30, 2022, indicating no impairment. Based on the
quantitative assessment of our former Business and Consumer Solutions reporting
unit, including consideration of the consumer business disposal group and the
remaining assets of the reporting unit, we recognized a goodwill impairment
charge of $833.1 million in our consolidated statement of income during the
three months ended June 30, 2022.

We continue to closely monitor developments related to COVID-19 and other global
events and conditions, including continued inflation and rising interest rates.
The future magnitude, duration and effects of these events are difficult to
predict at this time, and it is reasonably possible that future developments
could have a negative effect on the estimates and assumptions utilized in our
goodwill impairment assessments and could result in material impairment charges
in future periods.

Intangible and Long-lived Assets - We classify an asset or business as a held
for sale disposal group if we have committed to a plan to sell the asset or
business within one year and are actively marketing the asset or business in its
current condition for a price that is reasonable in comparison to its estimated
fair value. Disposal groups held for sale are reported at the lower of carrying
amount or fair value less costs to sell. Long-lived assets classified as held
for sale are not subject to depreciation or amortization, and both the assets
and any liabilities directly associated with the disposal group are presented
within separate held for sale line items in our consolidated balance sheet.
Subsequent changes to the estimated selling price of an asset or disposal group
held for sale are recorded as gains or losses in our consolidated statement of
income and any subsequent gains are limited to the cumulative losses previously
recognized.

Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

From time-to-time, new accounting pronouncements are issued by the Financial
Accounting Standards Board or other standards setting bodies that may affect our
current and/or future financial statements. See "Note 1-Basis of Presentation
and Summary of Significant Accounting Policies" in the notes to the accompanying
unaudited consolidated financial statements for a discussion of recently adopted
accounting pronouncements and recently issued accounting pronouncements not yet
adopted.

Forward-Looking Statements

Some of the statements we use in this report, and in some of the documents we
incorporate by reference in this report, contain forward-looking statements
concerning our business operations, economic performance and financial
condition, including in particular: our business strategy and means to implement
the strategy; measures of future results of operations, such as revenues,
expenses, operating margins, income tax rates, and earnings per share; other
operating metrics such as shares outstanding and capital expenditures; the
effects of the COVID-19 pandemic and other general economic conditions on our
business; statements about the strategic rationale and benefits of the proposed
acquisition of EVO Payments, Inc. ("EVO"), including future financial and
operating results, the combined company's plans, objectives, expectation and
intentions and the completion and expected timing of completion of the proposed
transaction; planned divestitures or strategic initiatives; and our
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success and timing in developing and introducing new services and expanding our
business. You can sometimes identify forward-looking statements by our use of
the words "believes," "anticipates," "expects," "intends," "plan," "forecast,"
"guidance" and similar expressions. For these statements, we claim the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

Although we believe that the plans and expectations reflected in or suggested by
our forward-looking statements are reasonable, those statements are based on a
number of assumptions, estimates, projections or plans that are inherently
subject to significant risks, uncertainties and contingencies, many of which are
beyond our control, cannot be foreseen and reflect future business decisions
that are subject to change. Accordingly, we cannot guarantee that our plans and
expectations will be achieved. Our actual revenues, revenue growth rates and
margins, other results of operations and shareholder values could differ
materially from those anticipated in our forward-looking statements as a result
of many known and unknown factors, many of which are beyond our ability to
predict or control. Important factors, among others, that may otherwise cause
actual events or results to differ materially from those anticipated by such
forward-looking statements or historical performance include the effects of
global economic, political, market, health and social events or other
conditions, including the effects and duration of, and actions taken in response
to, the COVID-19 pandemic and the evolving situation involving Ukraine and
Russia; foreign currency exchange, inflation and rising interest rate risks;
difficulties, delays and higher than anticipated costs related to integrating
the businesses of acquired companies, including with respect to implementing
controls to prevent a material security breach of any internal systems or to
successfully manage credit and fraud risks in business units; our ability to
complete the proposed transaction with EVO on the proposed terms or on the
proposed timeline, or at all, including risks and uncertainties related to
securing the necessary regulatory approvals and the satisfaction of other
closing conditions; the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive merger agreement
relating to the transaction with EVO; failure to realize the expected benefits
of the proposed transaction with EVO, as applicable; significant transaction
costs and/or unknown or inestimable liabilities; the risk that EVO Payments'
business will not be integrated successfully, including with respect to
implementing systems to prevent a material security breach of any internal
systems or to successfully manage credit and fraud risks in business units, or
that such integration may be more difficult, time-consuming or costly than
expected; effects relating to the announcement of the proposed transaction with
EVO, including on the market price of our common stock and our relationships
with customers, employees and suppliers; the risk of potential stockholder
litigation associated with the proposed transaction with EVO; the effect of a
security breach or operational failure on the Company's business; failing to
comply with the applicable requirements of Visa, Mastercard or other payment
networks or card schemes or changes in those requirements; the ability to
maintain Visa and Mastercard registration and financial institution sponsorship;
the ability to retain, develop and hire key personnel; the diversion of
management's attention from ongoing business operations; the continued
availability of capital and financing; increased competition in the markets in
which we operate and our ability to increase our market share in existing
markets and expand into new markets; our ability to safeguard our data; risks
associated with our indebtedness; our ability to meet environmental, social and
governance targets, goals and commitments; the potential effects of climate
change, including natural disasters; the effects of new or changes in current
laws, regulations, credit card association rules or other industry standards on
us or our partners and customers, including privacy and cybersecurity laws and
regulations; and other events beyond our control, and other factors presented in
"Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2021 and subsequent filings we make with the SEC, including this
Quarterly Report on Form 10-Q, which we advise you to review.

These cautionary statements qualify all of our forward-looking statements, and
you are cautioned not to place undue reliance on these forward-looking
statements. Our forward-looking statements speak only as of the date they are
made and should not be relied upon as representing our plans and expectations as
of any subsequent date. While we may elect to update or revise forward-looking
statements at some time in the future, we specifically disclaim any obligation
to publicly release the results of any revisions to our forward-looking
statements, except as required by law.

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