XML 21 R11.htm IDEA: XBRL DOCUMENT
v3.19.1

Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2019
Business Combinations [Abstract] |
Acquisitions | Acquisitions On October 31, 2018, the Company acquired the debit card processing, ATM Managed Services, and MoneyPass® surcharge-free network of Elan Financial Services, a unit of U.S. Bancorp (“Elan”), for approximately $660 million. Such purchase price includes an initial cash payment of $691 million, less the receipt of post-closing working capital adjustments of $57 million in 2019, plus contingent consideration related to earn-out provisions estimated at a fair value of $12 million and future payments under a transition services agreement estimated to be in excess of fair value of $14 million. This acquisition, included within the Payments segment, deepens the Company’s presence in debit card processing, broadens its client reach and scale, and provides new solutions to enhance the value proposition for its existing debit solution clients. The preliminary allocation of purchase price recorded for Elan was as follows:
(In millions) |
Trade accounts receivable | $ | 20 |
Prepaid expenses and other current assets | 94 |
Property and equipment | 9 |
Intangible assets | 353 |
Goodwill | 240 |
Accounts payable and other current liabilities | (56 | )
Total purchase price | $ | 660 |
The amounts allocated to goodwill and intangible assets were based on preliminary valuations and are subject to final adjustment. Goodwill, expected to be deductible for tax purposes, is primarily attributed to synergies, including the migration of Elan’s clients to the Company’s debit platform, and the anticipated value created by selling the Company’s products and services outside of card payments to Elan’s existing client base. The values allocated to intangible assets are as follows:
(In millions) | Gross Carrying Amount | Weighted-Average Useful Life
Customer related intangible assets | $ | 350 |  | 15 years
Trade name | 3 |  | 8 years
| $ | 353 |  | 15 years
In conjunction with the acquisition, the Company entered into a transition services agreement for the provision of certain processing, network, administrative and managed services for a period of two years. The results of operations for Elan, consisting of $46 million of revenue and $9 million of operating income including $6 million of acquired intangible asset amortization, have been included within the accompanying consolidated statement of income for the three months ended March 31, 2019. On January 16, 2019, the Company announced that it had entered into a definitive merger agreement to acquire First Data Corporation (“First Data”) in an all-stock transaction for an equity value of approximately $22 billion as of the announcement. The transaction is expected to close during the second half of 2019, subject to customary closing conditions and regulatory approvals. See Note 13 for a description of related debt financing activities.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration