Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies |
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Description of the Business |
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Fiserv, Inc. and its subsidiaries (collectively, the “Company”) provide financial services technology to clients worldwide, including banks, thrifts, credit unions, investment management firms, leasing and finance companies, retailers, merchants and government agencies. The Company provides account processing systems, electronic payments processing products and services, internet and mobile banking systems, and related services. The Company is principally located in the United States where it operates data and transaction processing centers, provides technology support, develops software and payment solutions, and offers consulting services. |
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The Company’s operations are comprised of the Payments and Industry Products (“Payments”) segment and the Financial Institution Services (“Financial”) segment. The Payments segment primarily provides electronic bill payment and presentment services, debit and other card-based payment products and services, internet and mobile banking software and services, and other electronic payments software and services, including account-to-account transfers and person-to-person payments. The businesses in this segment also provide investment account processing services for separately managed accounts, card and print personalization services, and fraud and risk management products and services. The Financial segment provides banks, thrifts and credit unions with account processing services, item processing and source capture services, loan origination and servicing products, cash management and consulting services, and other products and services that support numerous types of financial transactions. The Corporate and Other segment primarily consists of unallocated corporate expenses, amortization of acquisition-related intangible assets, intercompany eliminations and other costs that are not considered when management evaluates segment performance. |
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Principles of Consolidation |
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The consolidated financial statements include the accounts of Fiserv, Inc. and all 100% owned subsidiaries. Investments in less than 50% owned affiliates in which the Company has significant influence but not control are accounted for using the equity method of accounting. All intercompany transactions and balances have been eliminated in consolidation. |
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Stock Split |
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On November 20, 2013, the Company’s Board of Directors declared a two-for-one stock split of the Company’s common stock and a proportionate increase in the number of its authorized shares of common stock. The additional shares were distributed on December 16, 2013 to shareholders of record at the close of business on December 2, 2013. The Company’s common stock began trading at the split-adjusted price on December 17, 2013. All share and per share amounts are retroactively presented on a split-adjusted basis. The impact on the consolidated balance sheets of the stock split was an increase of $2 million to common stock and an offsetting reduction in additional paid-in capital, which has been retroactively restated. |
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Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
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Fair Value Measurements |
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The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in its consolidated financial statements on a recurring basis. Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability. |
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The fair values of cash equivalents, trade accounts receivable, settlement assets and obligations, and accounts payable approximate their respective carrying values due to the short period of time to maturity. The estimated fair value of debt is described in Note 5 and was estimated using discounted cash flows based on quoted prices in active markets (level 2 of the fair value hierarchy) or the Company’s current incremental borrowing rates (level 3 of the fair value hierarchy). |
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Derivatives |
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Derivatives are recorded on the consolidated balance sheets as either an asset or liability measured at fair value. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive loss and recognized in the consolidated statements of income when the hedged item affects earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative are recognized in earnings. To the extent the fair value hedge is effective, there is an offsetting adjustment to the basis of the item being hedged. Ineffective portions of changes in the fair value of hedges are recognized in earnings. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. |
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Foreign Currency |
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Foreign currency denominated assets and liabilities, where the functional currency is the local currency, are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates during the period. Gains and losses from foreign currency translation are recorded as a separate component of accumulated other comprehensive loss. |
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Revenue Recognition |
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Processing and services revenue is recognized as services are provided and is primarily derived from account- and transaction-based fees for data processing, transaction processing, electronic billing and payment services, electronic funds transfer and debit processing services, consulting services and software maintenance fees. Software maintenance fee revenue for ongoing client support is recognized ratably over the term of the applicable support period, which is generally 12 months. Deferred revenue consists primarily of advance billings for services and is recognized as revenue when the services are provided. |
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Product revenue is primarily derived from software license sales, which represent less than 5% of total revenue, and integrated print and card production sales. For software license agreements that do not require significant customization or modification, the Company recognizes software license revenue upon delivery, assuming persuasive evidence of an arrangement exists, the license fee is fixed or determinable, and collection is reasonably assured. Arrangements with customers that include significant customization, modification or production of software are accounted for under contract accounting, with the revenue being recognized using the percentage-of-completion method. |
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The Company includes reimbursements from clients, such as postage and telecommunication costs, in processing and services revenue, product revenue, cost of processing and services, and cost of product. |
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Selling, General and Administrative Expenses |
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Selling, general and administrative expenses primarily consist of: salaries, wages and related expenses paid to sales personnel, administrative employees and management; advertising and promotional costs; depreciation and amortization; and other selling and administrative expenses. |
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Cash and Cash Equivalents |
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Cash and cash equivalents consist of cash and investments with original maturities of 90 days or less. |
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Allowance for Doubtful Accounts |
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The Company analyzes the collectibility of trade accounts receivable by considering historical bad debts, client creditworthiness, current economic trends, changes in client payment terms and collection trends when evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. The allowance for doubtful accounts was $15 million and $9 million at December 31, 2013 and 2012, respectively. |
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Prepaid Expenses |
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Prepaid expenses represent advance payments for goods and services to be consumed in the future, such as maintenance, postage and insurance, and totaled $122 million and $97 million at December 31, 2013 and 2012, respectively. |
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Settlement Assets and Obligations |
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Settlement assets of $189 million and $222 million were included in prepaid expenses and other current assets at December 31, 2013 and 2012, respectively, and settlement obligations of $184 million and $216 million were included in accrued expenses at December 31, 2013 and 2012, respectively. Settlement assets and obligations result from timing differences between collection and fulfillment of payment transactions primarily associated with the Company’s walk-in and expedited bill payment service businesses. Settlement assets represent cash received or amounts receivable from agents, payment networks or directly from consumers. Settlement obligations represent amounts payable to clients and payees. |
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Property and Equipment |
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Property and equipment are reported at cost. Depreciation of property and equipment is computed primarily using the straight-line method over the shorter of the estimated useful life of the asset or the leasehold period, if applicable. Property and equipment consisted of the following at December 31: |
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(In millions) | | Estimated | | 2013 | | | 2012 | | | | | | | |
Useful Lives | | | | | | |
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Land | | - | | $ | 23 | | | $ | 23 | | | | | | | |
Data processing equipment | | 3 to 7 years | | | 587 | | | | 539 | | | | | | | |
Buildings and leasehold improvements | | 5 to 40 years | | | 202 | | | | 193 | | | | | | | |
Furniture and equipment | | 3 to 10 years | | | 140 | | | | 138 | | | | | | | |
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Less: accumulated depreciation | | | | | (686 | ) | | | (645 | ) | | | | | | |
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Total | | | | $ | 266 | | | $ | 248 | | | | | | | |
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Depreciation expense for all property and equipment totaled $70 million, $72 million and $78 million in 2013, 2012 and 2011, respectively. |
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Intangible Assets |
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Intangible assets consisted of the following at December 31: |
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(In millions) | | Gross | | | Accumulated | | | Net Book | | | | | |
Carrying | Amortization | Value | | | | |
2013 | | Amount | | | | | | | | |
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Customer related intangible assets | | $ | 2,155 | | | $ | 667 | | | $ | 1,488 | | | | | |
Acquired software and technology | | | 493 | | | | 289 | | | | 204 | | | | | |
Trade names | | | 120 | | | | 39 | | | | 81 | | | | | |
Capitalized software development costs | | | 635 | | | | 348 | | | | 287 | | | | | |
Purchased software | | | 277 | | | | 195 | | | | 82 | | | | | |
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Total | | $ | 3,680 | | | $ | 1,538 | | | $ | 2,142 | | | | | |
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(In millions) | | Gross | | | Accumulated | | | Net Book | | | | | |
Carrying | Amortization | Value | | | | |
2012 | | Amount | | | | | | | | |
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Customer related intangible assets | | $ | 1,695 | | | $ | 534 | | | $ | 1,161 | | | | | |
Acquired software and technology | | | 378 | | | | 222 | | | | 156 | | | | | |
Trade names | | | 114 | | | | 29 | | | | 85 | | | | | |
Capitalized software development costs | | | 667 | | | | 398 | | | | 269 | | | | | |
Purchased software | | | 325 | | | | 252 | | | | 73 | | | | | |
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Total | | $ | 3,179 | | | $ | 1,435 | | | $ | 1,744 | | | | | |
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Customer related intangible assets represent customer contracts and relationships obtained as part of acquired businesses and are amortized over their estimated useful lives, generally 10 to 20 years. Acquired software and technology represents software and technology intangible assets obtained as part of acquired businesses and are amortized over their estimated useful lives, generally four to eight years. Trade names are amortized over their estimated useful lives, generally 10 to 20 years. Amortization expense for acquired intangible assets, which include customer related intangible assets, acquired software and technology and trade names, totaled $210 million, $160 million and $155 million in 2013, 2012 and 2011, respectively. |
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The Company continually develops, maintains and enhances its products and systems. In each of 2013, 2012 and 2011, product development expenditures represented approximately 9% of the Company’s total revenue. Research and development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Routine maintenance of software products, design costs and other development costs incurred prior to the establishment of a product’s technological feasibility are also expensed as incurred. Costs are capitalized commencing when the technological feasibility of the software has been established. |
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Capitalized software development costs represent the capitalization of certain costs incurred to develop new software or to enhance existing software which is marketed externally or utilized by the Company to process client transactions. Capitalized software development costs are amortized over their estimated useful lives, generally five years. Gross software development costs capitalized for new products and enhancements to existing products totaled $120 million, $102 million and $91 million in 2013, 2012 and 2011, respectively. Amortization of previously capitalized software development costs that have been placed into service was $72 million, $73 million and $66 million in 2013, 2012 and 2011, respectively. During 2013, the Company incurred a $30 million non-cash impairment charge to capitalized software development costs as a result of the acquisition of Open Solutions, Inc. (“Open Solutions”). See Note 2. |
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Purchased software represents software licenses purchased from third parties and is amortized over their estimated useful lives, generally three to five years. Amortization of purchased software totaled $32 million, $34 million and $38 million in 2013, 2012 and 2011, respectively. |
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The Company estimates that annual amortization expense with respect to acquired intangible assets recorded at December 31, 2013 will be approximately $200 million in 2014, $190 million in 2015, $150 million in 2016 and $140 million in 2017 and 2018. Annual amortization expense in 2014 with respect to capitalized and purchased software recorded at December 31, 2013 is estimated to approximate $110 million. |
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Goodwill |
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Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis, or more frequently if circumstances indicate possible impairment. Goodwill is tested for impairment at a reporting unit level, determined to be at an operating segment level or one level below. When reviewing goodwill for impairment, the Company considers the amount of excess fair value over the carrying value of each reporting unit, the period of time since a reporting unit’s last quantitative test, the extent a reorganization or disposition changes the composition of one or more of our reporting units, and other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of its reporting units are less than their respective carrying values. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a two-step quantitative impairment test by comparing reporting unit carrying values to estimated fair values. No impairment was identified in the Company’s annual impairment assessment in the fourth quarter of 2013 as the estimated fair values of the respective reporting units substantially exceeded the carrying values. In addition, there is no accumulated impairment loss through December 31, 2013. The changes in goodwill during 2013 and 2012 were as follows: |
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(In millions) | | Payments | | | Financial | | | Total | | | | | |
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Goodwill - December 31, 2011 | | $ | 3,443 | | | $ | 1,263 | | | $ | 4,706 | | | | | |
Purchase accounting adjustments | | | (1 | ) | | | - | | | | (1 | ) | | | | |
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Goodwill - December 31, 2012 | | | 3,442 | | | | 1,263 | | | | 4,705 | | | | | |
Acquired goodwill | | | 2 | | | | 517 | | | | 519 | | | | | |
Foreign currency adjustments and other | | | - | | | | (8 | ) | | | (8 | ) | | | | |
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Goodwill - December 31, 2013 | | $ | 3,444 | | | $ | 1,772 | | | $ | 5,216 | | | | | |
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Asset Impairment |
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The Company reviews property and equipment, intangible assets and its investment in unconsolidated affiliate for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reviews capitalized software development costs for impairment at each balance sheet date. Recoverability of property and equipment, capitalized software development costs, and intangible assets is assessed by comparing the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the asset. The Company’s investment in unconsolidated affiliate is assessed by comparing the carrying amount of the investment to its estimated fair value and is impaired if any decline in fair value is determined to be other than temporary. Measurement of any impairment loss is based on estimated fair value. |
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Deferred Financing Costs |
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Deferred financing costs related to the Company’s long-term debt totaled $50 million and $47 million at December 31, 2013 and 2012, respectively. Accumulated amortization was $26 million and $21 million at December 31, 2013 and 2012, respectively. Deferred financing costs are reported in other long-term assets in the consolidated balance sheets and are amortized over the term of the underlying debt using the interest method as a component of interest expense. |
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Accounts Payable and Accrued Expenses |
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Accounts payable and accrued expenses consisted of the following at December 31: |
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(In millions) | | 2013 | | | 2012 | | | | | | | | | |
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Trade accounts payable | | $ | 67 | | | $ | 97 | | | | | | | | | |
Settlement obligations | | | 184 | | | | 216 | | | | | | | | | |
Client deposits | | | 190 | | | | 147 | | | | | | | | | |
Accrued compensation and benefits | | | 165 | | | | 144 | | | | | | | | | |
Other accrued expenses | | | 150 | | | | 117 | | | | | | | | | |
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Total | | $ | 756 | | | $ | 721 | | | | | | | | | |
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Income Taxes |
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Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance, if necessary, is recorded against deferred tax assets for which utilization of the asset is not likely. |
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Accumulated Other Comprehensive Loss |
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Changes in accumulated other comprehensive loss by component, net of income taxes, consisted of the following: |
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(In millions) | | Cash Flow | | | Foreign | | | Other | | | Total | |
Hedges | Currency |
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Balance at December 31, 2012 | | $ | (57 | ) | | $ | (1 | ) | | $ | (2 | ) | | $ | (60 | ) |
Other comprehensive loss before reclassifications | | | (1 | ) | | | (8 | ) | | | - | | | | (9 | ) |
Amounts reclassified from accumulated other comprehensive loss | | | 9 | | | | - | | | | - | | | | 9 | |
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Net current-period other comprehensive income (loss) | | | 8 | | | | (8 | ) | | | - | | | | - | |
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Balance at December 31, 2013 | | $ | (49 | ) | | $ | (9 | ) | | $ | (2 | ) | | $ | (60 | ) |
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Net Income Per Share |
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Basic net income per share is computed using the weighted-average number of common shares outstanding during the year. Diluted net income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding during the year. Common stock equivalents consist of stock options and restricted stock units and are computed using the treasury stock method. In 2013, 2012 and 2011, the Company excluded 1.5 million, 1.7 million and 1.8 million weighted-average shares, respectively, from the calculations of common stock equivalents for anti-dilutive stock options. |
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The computation of shares used in calculating basic and diluted net income per share is as follows: |
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(In millions) | | 2013 | | | 2012 | | | 2011 | | | | | |
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Weighted-average common shares outstanding used for the calculation of net income per share - basic | | | 262.4 | | | | 271.6 | | | | 285.1 | | | | | |
Common stock equivalents | | | 3.7 | | | | 3.4 | | | | 3.3 | | | | | |
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Total shares used for the calculation of net income per share - diluted | | | 266.1 | | | | 275 | | | | 288.4 | | | | | |
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Supplemental Cash Flow Information |
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(In millions) | | 2013 | | | 2012 | | | 2011 | | | | | |
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Interest paid | | $ | 165 | | | $ | 158 | | | $ | 183 | | | | | |
Income taxes paid from continuing operations | | | 299 | | | | 321 | | | | 195 | | | | | |
Liabilities assumed in acquisitions of businesses | | | 1,176 | | | | - | | | | 18 | | | | | |
Treasury stock purchases settled the following year | | | 9 | | | | - | | | | 9 | | | | | |