Acquisitions, Dispositions and Other Transactions |
9 Months Ended |
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Sep. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Acquisitions, Dispositions and Other Transactions | Acquisitions, Dispositions and Other Transactions Acquisitions were accounted for as business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Purchase price was allocated to the respective identifiable assets acquired and liabilities assumed based on the estimated fair values at the date of acquisitions. The results of operations for the following acquired and divested businesses are included in the consolidated results of the Company from the respective dates of acquisition and through the respective dates of disposition. Pro forma information for these acquired businesses is not provided because they did not have a material effect, individually or in the aggregate, on the Company’s consolidated results of operations. Acquisitions of Businesses Acquisition of StoneCastle On December 17, 2025, the Company acquired StoneCastle Cash Management, LLC, INDX Processing, LLC and StoneCastle Trust Co. (collectively, “StoneCastle”), a provider of deposit funding solutions, for $416 million, net of $4 million of acquired cash. StoneCastle is included within the Financial segment and provides its network of depository institutions easy access to stable, cost efficient deposit funding. The preliminary allocation of purchase price resulted in the recognition of identifiable intangible assets of approximately $165 million, primarily acquired software and technology with an estimated useful life of 7 years, approximately $247 million of goodwill and approximately $8 million of other net assets, including acquired cash. The allocation of the purchase price is preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations. Goodwill, which is expected to be deductible for tax purposes, is primarily attributed to the anticipated value created by enabling the Company to offer technology-enabled deposit funding solutions to both its financial institution customers and merchant acquiring enterprise clients. Acquisition of CCV On March 18, 2025, the Company acquired CCV Group B.V. (“CCV”), a Netherlands-based supplier of POS payment solutions, for $219 million, net of $34 million of acquired cash. CCV is included within the Merchant segment and expands the Company’s network of payment solutions. During the first quarter of 2026, the Company identified and recorded measurement period adjustments to the preliminary CCV purchase price allocation, including refinements to valuations of acquired intangible assets, which were the result of additional analysis performed and information identified based on facts and circumstances that existed as of the acquisition date. These measurement period adjustments resulted in a decrease to identifiable intangible assets of $15 million, an increase in goodwill of $14 million, and an increase in other net assets of $1 million. Such measurement period adjustments did not have a material impact on the Company’s consolidated statement of income (loss). The allocation of the purchase price was finalized in the first quarter of 2026 and resulted in the recognition of identifiable intangible assets, including customer relationships, of $103 million with a useful life of 8 years, acquired software and technology of $2 million with a useful life of 1 year and an acquired trademark of $4 million with a useful life of 2 years; $120 million of goodwill; and $24 million of other net assets, including acquired cash. Goodwill, which is not deductible for tax purposes, is primarily attributed to the anticipated value created by enabling the Company’s ability to accelerate the deployment of its Clover® POS and business management platform, providing enhanced capabilities and innovation to an expansive combined merchant and partner base across Europe. Acquisition of Payfare On March 2, 2025, the Company acquired Payfare, Inc. (“Payfare”), a Canada-based provider of program management solutions powering instant access to earnings and banking solutions for workforces, for a purchase price of $95 million, net of $46 million of acquired cash. Payfare is included within the Financial segment and expands the Company’s embedded finance capabilities. The allocation of the purchase price was finalized in the fourth quarter of 2025 and resulted in the recognition of identifiable intangible assets, including acquired software and technology of $22 million with a useful life of 7 years and customer relationships of $14 million with a useful life of 14 years; $56 million of goodwill; and $49 million of other net assets, including acquired cash. Goodwill, which is not deductible for tax purposes, is primarily attributed to the anticipated value created by further enhancing the Company’s finance solutions in embedded banking, payments and lending for large enterprises and financial institutions. Other Acquisitions On October 1, 2025, the Company acquired a portion of The Toronto-Dominion Bank’s merchant processing business in Canada (“TD Merchant Canada”). TD Merchant Canada is included within the Merchant segment and expands the footprint of the Company’s Clover POS and business management platform. On September 25, 2025, the Company acquired the Smith Consulting Group, LLC business (“SCG”), an operational consulting service utilized by community banks and credit unions across the U.S. SCG is included within the Financial segment and supports the Company’s ability to provide consultative engagement to enhance community banks’ and credit unions’ strategic investments. On September 4, 2025, the Company acquired CardFree Inc. (“CardFree”), an all-in-one platform delivering integrated order, payment and loyalty solutions for merchants. CardFree is included within the Merchant segment and further expands the capabilities of the Company’s Clover POS and business management platform across the hospitality, restaurant and lodging industries. On June 4, 2025, the Company acquired Money Money Serviços Financeiros S.A. (“Money Money”), a Brazil-based provider of risk analysis and credit decisioning solutions. Money Money is included within the Merchant segment and expands the Company’s payment and financial service capabilities, enabling access to working capital and other payment solutions for small and medium-sized businesses. On April 4, 2025, the Company acquired Pinch Payments NZ Limited (together with Zootive Pty Ltd, “Pinch Payments”), an Australia-based payment facilitator. Pinch Payments is included within the Merchant segment and expands the Company’s flexible payment services for its partners and clients, and presence within the Asia Pacific region. The Company acquired these businesses for aggregate consideration of $127 million, including deferred payments and earn-out provisions with an estimated fair value of $35 million. The allocation of purchase price for these acquisitions resulted in the recognition of identifiable intangible assets, including software and technology of $31 million with a weighted average useful life of 7 years and customer relationships of $18 million with a weighted average useful life of 6 years; $73 million of goodwill; and $5 million of other net assets. The purchase price allocations for Money Money and Pinch Payments were finalized in the third quarter of 2025, for SCG in the fourth quarter of 2025, and for CardFree and TD Merchant Canada in the first quarter of 2026. Measurement period adjustments did not have a material impact on the Company’s consolidated statements of income (loss). Goodwill for these acquisitions is primarily attributed to the anticipated value created by expanding the reach of the Company’s Clover POS and business management platform and further enabling the Company’s payment solutions, financial service capabilities and advisory services for financial institutions. For tax purposes, goodwill related to the SCG and TD Merchant Canada acquisitions is deductible; however, goodwill related to the Money Money, Pinch Payments and CardFree acquisitions is not deductible. Disposition of Businesses and Other Transactions On September 2, 2026, the Company completed the sale of its student loan servicing business, which was reported within the Financial segment, for net consideration of $85 million, of which $48 million was received in cash as of September 30, 2026 plus contingent earn-out provisions of up to $52 million, which will be recognized upon realization. During the third quarter of 2026, the Company recognized a pre-tax loss on the sale of $98 million, recorded within net gain on disposition of businesses and other assets, with a related income tax benefit of $6 million, recorded within the income tax provision, in the consolidated statements of income (loss). The pre-tax loss was comprised of the difference between the net cash consideration plus deferred payments and the net carrying amount of the business, including $77 million of capitalized software, $73 million of goodwill, and $33 million of other net assets. On August 5, 2026, the Company completed the sale of a 51% controlling financial interest in its MoneyPass Network, ATM Managed Services and Cash Intelligence businesses (“MoneyPass Group”), which were reported within the Financial segment, for net cash proceeds of $102 million. The 51% controlling financial interest consists of preferred units with an annual cumulative preferred return. Prior to the closing of the transaction, MoneyPass Group obtained $218 million, net of fees, of third-party debt financing. The proceeds from this debt financing were primarily distributed to the Company. Following the transaction, the Company retained a 49% noncontrolling ownership interest in MoneyPass Group. Upon deconsolidation, the Company recognized its retained ownership interest at fair value and recorded a pre-tax gain of $198 million, representing the excess of the consideration received and the fair value of the retained interest over the carrying amount of the net assets derecognized. The carrying amounts of the assets and liabilities derecognized primarily included $97 million of customer relationship intangible assets, $100 million of goodwill, and $218 million of long-term debt. The pre-tax gain was recorded within net gain on disposition of businesses and other assets, and the related income tax expense of $71 million was recorded within the income tax provision, in the consolidated statements of income (loss). In connection with the transaction, the Company entered into a services agreement to provide certain processing and other support services to MoneyPass Group for defined service fees. MoneyPass Group is a variable interest entity, and the Company holds variable interests through its 49% ownership interest and the services agreement. The Company is not the primary beneficiary of MoneyPass Group because it does not control MoneyPass Group’s board of directors, which maintains the power to direct the activities that most significantly impact MoneyPass Group’s economic performance, and, therefore, does not consolidate MoneyPass Group. The Company accounts for its retained ownership interest under the equity method. At September 30, 2026, the carrying amount of the Company’s investment in MoneyPass Group was $107 million and was included within investments in unconsolidated affiliates in the consolidated balance sheet. On September 5, 2025, the Company acquired the remaining 49.9% ownership interest, including cash held of $195 million, in AIB Merchant Services (“AIBMS”), an Ireland-based payments solution provider, for $420 million. On April 17, 2025, the Company acquired the remaining 19% ownership interest in ICICI Merchant Services Private Limited, an India-based merchant acceptance business, for $22 million. The Company previously held a majority controlling financial interest in each of these subsidiaries, which continue to be consolidated and reported within the Merchant segment.
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