Acquisitions (Tables)

9 Months Ended

Sep. 30, 2019

The total purchase price paid for First Data is as follows:



(In millions)
Fair value of stock exchanged for Fiserv, Inc. shares ⁽¹⁾	$	29,293
Repayment of First Data debt	16,414
Fair value of vested portion of First Data stock awards exchanged for Fiserv, Inc. awards⁽²⁾	768
Total purchase price	$	46,475


⁽¹⁾	The fair value of the 286 million shares of the Company’s common stock issued as of the acquisition date was determined based on a per share price of $102.30, which was the closing price of the Company’s common stock on July 26, 2019, the last trading day before the acquisition closed the morning of July 29, 2019. This includes a nominal amount of cash paid in lieu of fractional shares.

⁽²⁾

Represents the portion of the fair value of the replacement awards related to services provided prior to the acquisition. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period. See Note 7 for additional information.

Schedule of purchase price allocation

The following allocation of purchase price for Elan was finalized in the third quarter of 2019:



(In millions)
Trade accounts receivable	$	20
Prepaid expenses and other current assets	98
Property and equipment	9
Intangible assets	373
Goodwill	214
Accounts payable and other current liabilities	(55		)
Total purchase price	$	659

The preliminary allocation of purchase price recorded for First Data was as follows:



(In millions)
Assets acquired ⁽¹⁾
Cash and cash equivalents	$	311
Trade accounts receivable	1,754
Prepaid expenses and other current assets	1,072
Settlement assets	10,397
Property and equipment	1,233
Customer relationships	13,637
Other intangible assets	2,391
Goodwill	29,955
Investments in unconsolidated affiliates	2,637
Other long-term assets	1,154
Total assets acquired	$	64,541

Liabilities assumed ⁽¹⁾
Accounts payable and accrued expenses	$	1,515
Short-term and current maturities of long-term debt ⁽²⁾	237
Contract liabilities	74
Settlement obligations	10,397
Deferred income taxes	3,388
Long-term contract liabilities	16
Long-term debt and other long-term liabilities ⁽³⁾	1,232
Total liabilities assumed	$	16,859
Net assets acquired	$	47,682
Redeemable noncontrolling interest	88
Noncontrolling interests	1,119
Total purchase price	$	46,475


⁽¹⁾	In connection with the acquisition of First Data, the Company acquired two businesses which it intended to sell. Therefore, such businesses were classified as held for sale and were included within prepaid expenses and other current assets and accounts payable and accrued expenses in the above preliminary allocation of purchase price (see Note 5).


⁽²⁾	Includes foreign lines of credit, current portion of finance lease obligations and other financing obligations (see Note 14).

⁽³⁾

Includes the receivable securitized loan and the long-term portion of finance lease obligations (see Note 14).

Schedule of gross carrying amount and weighted-average useful life allocated to intangible assets

The values allocated to intangible assets are as follows:



(In millions)	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	370	15 years
Trade name	3		8 years
Total	$	373	15 years

The amounts, based on preliminary valuations and subject to final adjustment, allocated to intangible assets are as follows:



(In millions)	Gross Carrying Amount⁽¹⁾		Weighted-Average Useful Life
Customer relationships	$	13,637	15 years
Acquired software and technology	1,914		7 years
Trade names	477		9 years
Total	$	16,028	14 years

⁽¹⁾

In connection with the acquisition of First Data, the Company acquired two businesses which it intends to sell. As such, gross carrying amounts exclude amounts held for sale (see Note 5).

Schedule of Pro Forma Combined Financial Information

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three and nine months ended September 30, 2019 and 2018 as if the acquisition of First Data had occurred on January 1, 2018. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of First Data been completed on January 1, 2018. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of First Data.



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except for per share data)	2019		2018		2019		2018
Total revenue	$	3,935	$	3,772	$	11,730	$	11,343
Net income	306		434		939		851
Net income attributable to Fiserv, Inc.	284		405		847		766
Net income per share attributable to Fiserv, Inc.:
Basic	0.42		0.59		1.25		1.10
Diluted	0.41		0.57		1.22		1.08