Acquisitions and Dispositions (Tables)

3 Months Ended

Mar. 31, 2020

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



(In millions)
Fair value of stock exchanged for shares of Fiserv, Inc. ⁽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.

Schedule of purchase price allocation

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



(In millions)
Assets acquired ⁽¹⁾
Cash and cash equivalents	$	310
Trade accounts receivable	1,748
Prepaid expenses and other current assets	1,055
Settlement assets	10,398
Property and equipment	1,175
Customer relationships	13,458
Other intangible assets	2,812
Goodwill	30,528
Investments in unconsolidated affiliates	2,696
Other long-term assets	1,219
Total assets acquired	$	65,399

Liabilities assumed ⁽¹⁾
Accounts payable and accrued expenses	$	1,591
Short-term and current maturities of long-term debt ⁽²⁾	243
Contract liabilities	74
Settlement obligations	10,398
Deferred income taxes	3,499
Long-term contract liabilities	16
Long-term debt and other long-term liabilities ⁽³⁾	1,239
Total liabilities assumed	$	17,060

Net assets acquired	$	48,339
Redeemable noncontrolling interests	252
Noncontrolling interests	1,612
Total purchase price	$	46,475


⁽¹⁾	In connection with the acquisition of First Data, the Company acquired two businesses which it intended to sell and subsequently sold in October 2019. 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.


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

⁽³⁾

Includes the receivable securitized loan and the long-term portion of finance lease obligations.

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

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



(In millions)	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	13,458	15 years
Acquired software and technology	2,322		7 years
Trade names	490		9 years
Total	$	16,270	14 years

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 months ended March 31, 2019 as if the acquisition of First Data had occurred on January 1, 2019. 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, 2019. 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.



(In millions, except for per share data)
Total revenue	$	3,809
Net loss	(18		)
Net loss attributable to Fiserv, Inc.	(42		)
Net loss per share attributable to Fiserv, Inc.:
Basic	$	(0.06	)
Diluted	$	(0.06	)