Statement Of Income Alternative
Statement Of Income Alternative (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Revenues: | ||||
Processing and services | $860 | $947 | $1,712 | $1,890 |
Product | 172 | 345 | 364 | 708 |
Total revenues | 1,032 | 1,292 | 2,076 | 2,598 |
Expenses: | ||||
Cost of processing and services | 494 | 553 | 977 | 1,111 |
Cost of product | 125 | 296 | 267 | 603 |
Selling, general and administrative | 181 | 216 | 382 | 427 |
Total expenses | 800 | 1,065 | 1,626 | 2,141 |
Operating income | 232 | 227 | 450 | 457 |
Interest expense, net | (55) | (61) | (109) | (130) |
Income from continuing operations before income taxes and income from investment in unconsolidated affiliate | 177 | 166 | 341 | 327 |
Income tax provision | (67) | (64) | (130) | (126) |
Income from investment in unconsolidated affiliate, net of income taxes | 4 | 0 | 5 | 0 |
Income from continuing operations | 114 | 102 | 216 | 201 |
Income (loss) from discontinued operations, net of income taxes | 26 | (2) | 27 | 228 |
Net income | $140 | $100 | $243 | $429 |
Net income (loss) per share - basic: | ||||
Continuing operations | 0.74 | 0.62 | 1.39 | 1.23 |
Discontinued operations | 0.17 | -0.01 | 0.18 | 1.39 |
Total | 0.9 | 0.61 | 1.57 | 2.62 |
Net income (loss) per share - diluted: | ||||
Continuing operations | 0.73 | 0.62 | 1.39 | 1.22 |
Discontinued operations | 0.17 | -0.01 | 0.17 | 1.38 |
Total | 0.9 | 0.6 | 1.56 | 2.6 |
Shares used in computing net income (loss) per share: | ||||
Basic | 155 | 163.4 | 155.3 | 163.7 |
Diluted | 155.8 | 164.8 | 155.9 | 165.1 |
Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Millions | Jun. 30, 2009
| Dec. 31, 2008
|
ASSETS | ||
Cash and cash equivalents | $309 | $232 |
Trade accounts receivable, net | 542 | 601 |
Deferred income taxes | 63 | 71 |
Prepaid expenses and other current assets | 292 | 295 |
Assets of discontinued operations held for sale | 867 | 946 |
Total current assets | 2,073 | 2,145 |
Property and equipment, net | 292 | 303 |
Intangible assets, net | 2,068 | 2,121 |
Goodwill | 4,407 | 4,409 |
Other long-term assets | 350 | 353 |
Total assets | 9,190 | 9,331 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Trade accounts payable | 101 | 101 |
Accrued expenses | 457 | 522 |
Deferred revenues | 311 | 338 |
Current maturities of long-term debt | 129 | 255 |
Liabilities of discontinued operations held for sale | 783 | 831 |
Total current liabilities | 1,781 | 2,047 |
Long-term debt | 3,751 | 3,850 |
Deferred income taxes | 543 | 530 |
Other long-term liabilities | 279 | 310 |
Total liabilities | 6,354 | 6,737 |
Commitments and contingencies | 0 | 0 |
Shareholders' equity: | ||
Preferred stock, no par value: 25.0 million shares authorized; none issued | 0 | 0 |
Common stock, $0.01 par value: 450.0 million shares authorized; 197.9 million shares issued | 2 | 2 |
Additional paid-in capital | 716 | 706 |
Accumulated other comprehensive loss | (93) | (120) |
Accumulated earnings | 4,138 | 3,895 |
Treasury stock, at cost, 43.1 million and 42.0 million shares | (1,927) | (1,889) |
Total shareholders' equity | 2,836 | 2,594 |
Total liabilities and shareholders' equity | $9,190 | $9,331 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
Share data in Millions, except Per Share data | Jun. 30, 2009
| Dec. 31, 2008
|
Preferred stock, par value | $0 | $0 |
Preferred stock, shares authorized | 25 | 25 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 450 | 450 |
Common stock, shares issued | 197.9 | 197.9 |
Treasury stock, shares | 43.1 | 42 |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | ||
In Millions | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Cash flows from operating activities: | ||
Net income | $243 | $429 |
Adjustment for discontinued operations | (27) | (228) |
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: | ||
Depreciation and other amortization | 94 | 105 |
Amortization of acquisition-related intangible assets | 75 | 81 |
Share-based compensation | 20 | 18 |
Deferred income taxes | 5 | 6 |
Other non-cash items | (5) | (2) |
Changes in assets and liabilities, net of effects from acquisitions and dispositions: | ||
Trade accounts receivable | 67 | 2 |
Prepaid expenses and other assets | (4) | (2) |
Trade accounts payable and other liabilities | (62) | (8) |
Deferred revenues | (28) | (6) |
Net cash provided by operating activities from continuing operations | 378 | 395 |
Cash flows from investing activities: | ||
Capital expenditures, including capitalization of software costs | (98) | (92) |
Payment for acquisitions of businesses, net of cash acquired | 0 | (35) |
Other investing activities | 5 | (28) |
Net cash used in investing activities from continuing operations | (93) | (155) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (228) | (892) |
Issuance of common stock and treasury stock | 18 | 25 |
Purchases of treasury stock | (64) | (94) |
Other financing activities | 5 | (5) |
Net cash used in financing activities from continuing operations | (269) | (966) |
Net change in cash and cash equivalents from continuing operations | 16 | (726) |
Net cash transactions transferred from discontinued operations | 61 | 640 |
Beginning balance | 232 | 297 |
Ending balance | 309 | 211 |
Discontinued operations cash flow information: | ||
Net cash provided by (used in) operating activities | 14 | (196) |
Net cash provided by investing activities | 929 | 846 |
Net cash (used in) provided by financing activities | (65) | 13 |
Net change in cash and cash equivalents from discontinued operations | 878 | 663 |
Net cash transactions transferred to continuing operations | (61) | (640) |
Beginning balance - discontinued operations | 36 | 149 |
Ending balance - discontinued operations | $853 | $172 |
Notes to Financial Statements
Notes to Financial Statements | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
1. Principles of Consolidation | 1. Principles of Consolidation The condensed consolidated financial statements for the three-month and six-month periods ended June30, 2009 and 2008 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The condensed consolidated financial statements and accompanying notes are presented as permitted by Form 10-Q and do not contain certain information included in the annual consolidated financial statements and accompanying notes of Fiserv, Inc. (the Company). These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December31, 2008. The condensed consolidated financial statements include the accounts of Fiserv, Inc. and all majority owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has evaluated subsequent events through the time it filed this Form 10-Q on August6, 2009. |
2. Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No.165, Subsequent Events (SFAS 165), effective for interim and annual periods ending after June15, 2009. SFAS 165 provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not have a material impact on the Companys financial statements. In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets (SFAS 166), effective for interim and annual periods beginning after November15, 2009. SFAS 166 amends SFAS No.140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, removing the concept of a qualifying special-purpose entity and eliminating the exception from applying FASB Interpretation No.46(R), Consolidation of Variable Interest Entities, to variable interest entities that are qualifying special-purpose entities. It also changes the requirements for derecognition of financial assets and requires additional disclosures. The Company does not expect that the adoption of SFAS 166 will have a material impact on its financial statements, although it is still assessing the impact it may have. In June 2009, the FASB issued SFAS No.167, Amendments to FASB Interpretation No.46(R) (SFAS 167), effective for interim and annual periods beginning after November15, 2009. SFAS 167 requires an analysis to determine whether a variable interest gives an entity a controlling financial interest in the variable interest entity. SFAS 167 also requires ongoing qualitative assessments of whether an entity is the primary beneficiary of a variable interest entity and expands required disclosures. The Company does not expect that the adoption of SFAS 167 will have a material impact on its financial statements, although it is still assessing the impact it may have. In June 2009, the FASB issued SFAS No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (the Codification), effective for interim and annual periods ending after September15, 2009. On July1, 2009, the Codification became effective as the single source of authoritative United States accounting and reporting standards. It combines existing authoritative standards into a comprehensive, topically organized database. Because the Codification does not significantly change or alter existing accounting standards, the Company does not expect that the adoption will have a material impact on its financial statements. |
3. Fair Value Measurements | 3. Fair Value Measurements Assets and liabilities which are measured at fair value are classified in the following categories: Level 1 At June30, 2009 and December31, 2008, the fair values of available-for-sale investments in asset-backed securities of $12 million and $15 million, respectively, were based on quoted prices in active markets for identical instruments as of the reporting date. Level 2 At June30, 2009 and December31, 2008, the fair values of available-for-sale investments in asset-backed securities of $7 million and $10 million, respectively, and liabilities for interest rate hedge contracts of $105 million and $138 million, respectively, were based on valuation models for which pricing inputs were either directly or indirectly observable as of the reporting date. Level 3 At June30, 2009 and December31, 2008, available-for-sale investments, included in other long-term assets, were valued at $24 million based on valuation models with unobservable pricing inputs and management estimates. Unrealized losses of $3 million were recorded in accumulated other comprehensive loss at June30, 2009 and December31, 2008. The fair value of the Companys total debt was estimated using discounted cash flows based on the Companys current incremental borrowing rates or quoted prices in active markets and totaled $3.8 billion and $3.9 billion at June30, 2009 and December31, 2008, respectively. |
4. Dispositions | 4. Dispositions Summarized financial information for discontinued operations was as follows: ThreeMonthsEnded SixMonthsEnded June30, June30, (In millions) 2009 2008 2009 2008 Total revenues $ 17 $ 28 $ 32 $ 92 (Loss) income before income taxes (1 ) (5 ) 1 (6 ) Income tax benefit 2 2 1 2 Gain on sale, net of income taxes 25 1 25 232 Income (loss) from discontinued operations $ 26 $ (2 ) $ 27 $ 228 Fiserv Health On January10, 2008, the Company completed the sale of a majority of its health businesses to UnitedHealthcare Services, Inc. for cash proceeds of $721 million at closing. In the first six months of 2008, the Company recognized an after-tax gain on sale of $92 million, including income taxes of $217 million, with respect to this transaction. Fiserv ISS In 2007, the Company signed definitive agreements to sell its Investment Support Services segment (Fiserv ISS) in two separate transactions. On February4, 2008, the Company completed the first transaction by selling Fiserv Trust Company and the accounts of the Companys institutional retirement plan and advisor services operations to TD AMERITRADE Online Holdings, Inc. (TD) for $273 million in cash at closing. In the first six months of 2008, the Company recognized an after-tax gain on sale of $131 million, including income taxes of $73 million, with respect to this transaction. In the second quarter of 2009, the Company recognized an additional after-tax gain of $25 million, including income taxes of $15 million, with respect to the final contingent purchase price payment it received from TD. In the second transaction, Robert Beriault Holdings, Inc. (Holdings), an entity controlled by the current president of Fiserv ISS, has agreed to acquire the remaining accounts and certain assets and liabilities of Fiserv ISS, including the investment administration services business which provides back office and custody services for individual retirement accounts, for net book value. On April15, 2009, the Company entered into two agreements that modify the manner in which Fiserv ISS is to be sold in order to enhance the ability of the parties to complete the transaction. Notwithstanding the restructuring of the transaction, the assets proposed to be sold to Holdings pursuant to the transaction agreements are substantially similar to the assets which were proposed to be disposed of under the first amended and restated stock purchase agreement and, collectively, represent the remaining operating assets of Fiserv ISS. In addition, the aggregate amount to be received by the Company in connection with the sale of the remainder of Fiserv ISS is expected to be approximately equal to the amount to be received under the first amended and restated stock purchase agreement. This portion of the Fiserv ISS disposition remains subject to customary closing conditions and regulatory approval and is expected to close by the end of 2009. Other In t |
5. Share-Based Compensation | 5. Share-Based Compensation The Company recognized $9 million and $20 million of share-based compensation during the three and six months ended June30, 2009, respectively, and $10 million and $18 million during the three and six months ended June30, 2008, respectively. The Companys annual grant of share-based awards generally occurs in the first quarter. During the six months ended June30, 2009, the Company granted 1.5million stock options and 0.5million restricted stock units at weighted-average estimated fair values of $12.51 and $33.15, respectively. During the six months ended June30, 2008, the Company granted 1.4million stock options and 0.3million restricted stock units at weighted-average estimated fair values of $20.57 and $53.86, respectively. |
6. Shares Used in Computing Net Income Per Share | 6. Shares Used in Computing Net Income Per Share Basic weighted-average outstanding shares used in calculating net income per share were 155.0million and 163.4million for the three months ended June30, 2009 and 2008, respectively, and were 155.3million and 163.7million for the six months ended June30, 2009 and 2008, respectively. Diluted weighted-average outstanding shares used in calculating net income per share were 155.8million and 164.8million for the three months ended June30, 2009 and 2008, respectively, and included 0.8million and 1.4million common stock equivalents, respectively. For the six months ended June30, 2009 and 2008, diluted weighted-average outstanding shares used in calculating net income per share were 155.9million and 165.1million, respectively, and included 0.6million and 1.4million common stock equivalents, respectively. For the three months ended June30, 2009 and 2008, stock options for 5.3million shares and 2.5million shares, respectively, were excluded from the calculation of diluted weighted-average outstanding shares because their impact was anti-dilutive. For the six months ended June30, 2009 and 2008, 5.9million shares and 2.1million shares, respectively, were excluded from the calculation of diluted weighted-average outstanding shares because their impact was anti-dilutive. |
7. Interest Rate Hedge Contracts | 7. Interest Rate Hedge Contracts To manage exposure to fluctuations in interest rates, the Company maintains a series of interest rate swap agreements (Swaps) with total notional values of $1.75 billion at June30, 2009 and December31, 2008. The Swaps have been designated by the Company as cash flow hedges, effectively fix interest rates on floating rate term loan borrowings at a weighted-average rate of approximately 4.5% prior to financing spreads and related fees, and have expiration dates through September 2012. The fair values of the Swaps, as discussed in Note 3, were recorded in other long-term liabilities and in accumulated other comprehensive loss, net of income taxes, on the condensed consolidated balance sheets. The components of other comprehensive income (loss) pertaining to interest rate hedge contracts are presented in Note 8. In the three and six months ended June30, 2009 and 2008, interest expense recognized due to hedge ineffectiveness was not significant, and no amounts were excluded from the assessments of hedge effectiveness. Based on the amounts recorded in accumulated other comprehensive loss at June30, 2009, the Company estimates that it will recognize approximately $40 million in interest expense related to interest rate hedge contracts during the next twelve months. |
8. Comprehensive Income | 8. Comprehensive Income Comprehensive income was as follows: ThreeMonthsEnded SixMonthsEnded June30, June30, (In millions) 2009 2008 2009 2008 Net income $ 140 $ 100 $ 243 $ 429 Other comprehensive income (loss), net of income taxes: Fair market value adjustments on investments (12 ) (5 ) (2 ) (4 ) Reclassification adjustment for net realized losses on investments included in income 3 3 Fair market value adjustments on cash flow hedges 9 33 6 (3 ) Reclassification adjustment for net realized losses on cash flow hedges included in interest expense 9 5 17 4 Foreign currency translation adjustments 4 3 Other comprehensive income (loss) 13 33 27 (3 ) Comprehensive income $ 153 $ 133 $ 270 $ 426 |
9. Litigation and Contingencies | 9. Litigation and Contingencies Stambler Litigation In July 2008, Leon Stambler filed a patent infringement complaint against Fiserv, Inc. and its subsidiary, CheckFree Corporation, in the United States District Court for the Eastern District of Texas styled as Leon Stambler v. Fiserv, Inc. and CheckFree Corporation. The complaint alleges that Fiserv and CheckFree infringe two patents allegedly owned by plaintiff by providing secure online banking services, including but not limited to online bill pay, through websites and through the provision of products and services to financial institutions. The plaintiff seeks an award of damages, including interest, as relief for any past and ongoing alleged infringement activities, costs and attorneys fees, and any other relief deemed appropriate by the court. In May 2008 and December 2008, Leon Stambler filed related patent infringement complaints in the same forum against a number of financial institutions and their holding companies, as well as against a number of other providers of technology to the financial services industry. Those related cases are styled as: Leon Stambler v. JPMorgan Chase Co., et al. and Leon Stambler v. Merrill Lynch Co., Inc., et al. Those complaints allege that the defendants infringe the same two patents by providing secure online banking products and/or services, including but not limited to online bill pay and secure funds transfer products and/or services. The plaintiff seeks an award of damages, including interest, related to defendants alleged infringing activities and recovery of costs and attorneys fees, as well as a permanent injunction against any future infringing conduct. A number of financial institution defendants in these cases have requested indemnification from Fiserv, Inc. and/or CheckFree Corporation for products and services provided by the Company. In its answer to the court, the Company has denied plaintiffs allegations of infringement and intends to contest these suits vigorously. At this time, the Company does not expect these claims to have a material adverse effect on the consolidated financial statements of the Company, but it is unable to predict with certainty the ultimate outcome of these matters. Indemnifications and Warranties Subject to limitations and exclusions, the Company generally indemnifies its clients from certain costs resulting from claims of patent, copyright or trademark infringement associated with such clients use of its products or services. The Company may also warrant to clients that its products and services will operate substantially in accordance with identified specifications. Historically, payments under such indemnification or warranty provisions have not been significant. |
10. Business Segment Information | 10. Business Segment Information The Companys operations are comprised of the Financial Institution Services (Financial) segment, the Payments and Industry Products (Payments) segment, and the Corporate and Other segment. The Financial segment provides banks, thrifts and credit unions with account processing services, item processing services, loan origination and servicing products, cash management and consulting services, and other products and services that support numerous types of financial transactions. The Payments segment provides products and services that address a range of technology needs for the financial services industry, including: Internet banking, electronic bill payment, electronic funds transfer and debit processing, fraud and risk management capabilities, card and print personalization services, check imaging, and investment account processing services for separately managed accounts. The Corporate and Other segment primarily consists of unallocated corporate overhead expenses, amortization of acquisition-related intangible assets and intercompany eliminations. In July 2008, the Company completed the sale of a 51% interest in substantially all of the businesses in its Insurance Services (Insurance) segment. Revenues and operating income for the Companys reporting segments were as follows: (In millions) Financial Payments Insurance Corporate and Other Total Three Months Ended June30, 2009 Processing and services revenue $ 468 $ 392 $ $ 860 Product revenue 46 133 (7 ) 172 Total revenues $ 514 $ 525 $ (7 ) $ 1,032 Operating income $ 145 $ 147 $ (60 ) $ 232 Three Months Ended June30, 2008 Processing and services revenue $ 511 $ 380 $ 59 $ (3 ) $ 947 Product revenue 47 134 176 (12 ) 345 Total revenues $ 558 $ 514 $ 235 $ (15 ) $ 1,292 Operating income $ 143 $ 134 $ 23 $ (73 ) $ 227 Six Months Ended June30, 2009 Processing and services revenue $ 934 $ 778 $ $ 1,712 Product revenue 89 291 (16 ) 364 Total revenues $ 1,023 $ 1,069 $ (16 ) $ 2,076 Operating income $ 282 $ 302 $ (134 ) $ 450 Six Months Ended June30, 2008 Processing and services revenue $ 1,014 $ 770 $ 113 $ (7 ) $ 1,890 Product revenue 93 273 367 (25 ) 708 Total revenues $ 1,107 $ 1,043 $ 480 $ (32 ) $ 2,598 Operating income $ 281 $ 274 $ 41 $ (139 ) $ 457 |
11. Subsidiary Guarantors of Long-Term Debt | 11. Subsidiary Guarantors of Long-Term Debt Certain of the Companys 100% owned domestic subsidiaries (Guarantor Subsidiaries) jointly and severally, and fully and unconditionally guarantee the Companys indebtedness under its revolving credit facility, senior term loan and senior notes. The following condensed consolidating financial information is presented on the equity method and reflects the summarized financial information for: (a)the Company; (b)the Guarantor Subsidiaries on a combined basis; and (c)the Companys non-guarantor subsidiaries on a combined basis. FISERV, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME THREE MONTHS ENDED JUNE 30, 2009 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Processing and services $ $ 615 $ 264 $ (19 ) $ 860 Product 150 31 (9 ) 172 Total revenues 765 295 (28 ) 1,032 Expenses: Cost of processing and services 1 355 161 (23 ) 494 Cost of product 108 18 (1 ) 125 Selling, general and administrative 18 111 52 181 Total expenses 19 574 231 (24 ) 800 Operating income (loss) (19 ) 191 64 (4 ) 232 Interest (expense) income, net 11 (67 ) 1 (55 ) Income (loss) from continuing operations before income taxes and income from investment in unconsolidated affiliate (8 ) 124 65 (4 ) 177 Income tax (provision) benefit 3 (47 ) (25 ) 2 (67 ) Income from investment in unconsolidated affiliate, net of income taxes 4 4 Income (loss) from continuing operations (5 ) 77 44 (2 ) 114 Equity in earnings of consolidated affiliates 145 (145 ) Income from discontinued operations, net of income taxes 26 26 Net income $ 140 $ 77 $ 70 $ (147 ) $ 140 FISERV, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME THREE MONTHS ENDED JUNE 30, 2008 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Processing and services $ $ 614 $ 353 $ (20 ) $ 947 Product 138 213 (6 ) 345 Total revenues 752 566 (26 ) 1,292 Expenses: Cost of processing and |
Document Information
Document Information | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Document Information [Text Block] | |
Document Type | 10-Q |
Amendment Flag | false |
Amendment Description | N.A. |
Document Period End Date | 2009-06-30 |
Entity Information
Entity Information (USD $) | |||
6 Months Ended
Jun. 30, 2009 | Aug. 04, 2009
| Jun. 30, 2008
| |
Entity [Text Block] | |||
Trading Symbol | FISV | ||
Entity Registrant Name | FISERV INC | ||
Entity Central Index Key | 0000798354 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 154,379,489 | ||
Entity Public Float | $7,275,841,671 |