Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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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
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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.
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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
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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
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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 |