8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 10, 2019

 

 

Fiserv, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Wisconsin   0-14948   39-1506125

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of Principal Executive Offices, including Zip Code)

(262) 879-5000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   FISV   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

As previously announced, on January 16, 2019, Fiserv, Inc. (“Fiserv”) entered into a definitive merger agreement with First Data Corporation (“First Data”), pursuant to which Fiserv will acquire First Data in an all-stock transaction. The merger is currently expected to close in the second half of 2019, subject to the satisfaction or waiver of the closing conditions specified in the merger agreement.

Fiserv is filing (i) as Exhibit 99.1 to this Current Report on Form 8-K, First Data’s audited consolidated financial statements as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016, (ii) as Exhibit 99.2, First Data’s interim unaudited consolidated financial statements as of March 31, 2019 and for each of the fiscal quarters ended March 31, 2019 and 2018, (iii) as Exhibit 99.3, Management’s Discussion and Analysis of Financial Condition and Results of Operations of First Data for the year ended December 31, 2018, (iv) as Exhibit 99.4, Management’s Discussion and Analysis of Financial Condition and Results of Operations of First Data for the fiscal quarter ended March 31, 2019, (v) as Exhibit 99.5, information related to First Data’s business and operations and information related to certain material regulatory matters related to First Data’s business, (vi) as Exhibit 99.6, information related to certain material risks related to First Data’s business, operations and financial condition (vii) as Exhibit 99.7, the unaudited pro forma condensed combined financial statements of Fiserv and First Data (a) as of and for the three months ended March 31, 2019, including the unaudited pro forma condensed combined consolidated statements of income of Fiserv and First Data for the three months ended March 31, 2019 giving effect to the merger as if it had occurred on January 1, 2018 and the unaudited pro forma condensed combined consolidated balance sheet data of Fiserv and First Data as of March 31, 2019, which reflects the unaudited pro forma condensed combined consolidated balance sheets of Fiserv and First Data giving effect to the merger as if it had occurred on March 31, 2019 and (b) for the year ended December 31, 2018, including the unaudited pro forma condensed combined consolidated statements of income of Fiserv and First Data for the year ended December 31, 2018, which reflects the combined historical consolidated statements of income of Fiserv and First Data giving effect to the merger as if it had occurred on January 1, 2018, and (vii) as Exhibit 23.1, the consent of Ernst & Young LLP, independent registered public accounting firm of First Data.

This Current Report on Form 8-K does not modify or update the consolidated financial statements of Fiserv included in Fiserv’s Annual Report on Form 10-K for the year ended December 31, 2018 nor does it reflect any subsequent information or events.

Forward-Looking Statements

The information disclosed in this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the ability of Fiserv to complete the proposed merger and related transactions. Statements can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” “should” or words of similar meaning. Statements that describe Fiserv’s future plans, objectives or goals are also forward-looking statements. Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements.

The factors that could cause Fiserv’s actual results to differ materially include, among others: the possibility that the parties may be unable to achieve expected synergies and operating efficiencies from the merger within the expected time frames or at all and to successfully integrate the operations of First Data into those of Fiserv; such integration may be more difficult, time-consuming or costly than expected; revenues following the merger may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the merger; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the merger; the retention of certain key employees; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Fiserv, First Data and others related to the merger agreement; unforeseen risks relating to liabilities of Fiserv or First Data may exist; conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule; the amount of the costs, fees, expenses and charges related to the merger, including the costs, fees, expenses and charges related to any financing arrangements entered into in connection with the merger; and the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger. Fiserv and First Data are subject to, among other matters, changes in customer demand for their products and services; pricing and other actions by competitors; general changes in local, regional, national and international economic conditions and the impact they may have on Fiserv and First Data and their customers and Fiserv’s and First Data’s assessment of that impact; rapid technological developments and changes, and the ability of Fiserv’s and First Data’s technology to keep pace with a rapidly evolving marketplace; the impact of a security breach or operational failure on Fiserv’s and First Data’s business; the effect of proposed and enacted legislative and regulatory actions in the United States and internationally affecting the financial services industry as a whole and/or Fiserv and First Data and their subsidiaries individually or collectively; regulatory supervision and oversight, and Fiserv and First Data’s ability to comply with government regulations; the impact of Fiserv’s and First Data’s strategic initiatives; Fiserv’s and First Data’s ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the ability to contain costs and expenses; the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; acts of war and terrorism; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2018, Exhibit 99.6 to this Current Report on Form 8-K and other documents that Fiserv files with the SEC. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. Fiserv assumes no obligation to update any forward-looking statements, which speak only as of the date of this communication.

*        *        *

 

-2-


Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit

    No.    

  

Description

23.1    Consent of Ernst & Young LLP (with respect to First Data Corporation)
99.1    Audited consolidated financial statements of First Data Corporation as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016.
99.2    Interim unaudited consolidated financial statements of First Data Corporation as of March 31, 2019 and for the three months ended March 31, 2019 and 2018.
99.3    Management’s Discussion and Analysis of Financial Condition and Results of Operations of First Data Corporation for the year ended December 31, 2018.
99.4    Management’s Discussion and Analysis of Financial Condition and Results of Operations of First Data Corporation for the three months ended March 31, 2019 and 2018.
99.5    Information related to First Data Corporation’s business and operations and information related to certain material regulatory matters related to First Data Corporation’s business.
99.6    Information related to certain material risks related to First Data Corporation’s business, operations and financial condition.
99.7    Unaudited pro forma condensed combined financial statements (a) as of and for the three months ended March 31, 2019 and (b) for the year ended December 31, 2018.

 

-3-


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 

    FISERV, INC.
Date: June 10, 2019     By:  

/s/ Robert W. Hau

    Name:   Robert W. Hau
    Title:   Chief Financial Officer and Treasurer

 

-4-

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Nos. 333-145599, 333-143191, 333-163636, 333-188795 and 333-231868 on Form S-8, No. 333-229689 on Form S-4, and No. 333-227436 on Form S-3 of Fiserv, Inc. of our report dated February 26, 2019, with respect to the consolidated financial statements and schedule of First Data Corporation included in this Current Report on Form 8-K of Fiserv, Inc.

 

/s/ Ernst & Young LLP
Atlanta, Georgia
June 7, 2019
EX-99.1

EXHIBIT 99.1

Audited consolidated financial statements of First Data Corporation

as of December 31, 2018 and 2017 and for each of the fiscal years ended December 31, 2018, 2017 and 2016.

Index to Consolidated Financial Statements

 

First Data Corporation and Subsidiaries       

Consolidated Financial Statements:

  

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

     2  

Consolidated Statements of Income for the years ended December 31, 2018, 2017, and 2016

     3  

Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016

     4  

Consolidated Balance Sheets as of December 31, 2018 and 2017

     5  

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016

     6  

Consolidated Statements of Equity for the years ended December 31, 2018, 2017, and 2016

     7  

Notes to the Consolidated Financial Statements

     8  

Schedules:

  

Schedule II-Valuation and Qualifying Accounts

     45  


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of First Data Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of First Data Corporation (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2018, and the related notes and the financial statement schedule of valuation and qualifying accounts (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2019 expressed an unqualified opinion thereon.

Adoption of New Accounting Standard

As discussed in Note 1 to the financial statements, the Company changed its method of accounting for revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments in ASUs 2015-14, 2016-08, 2016-10 and 2016-12 effective January 1, 2018.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

EY or one of its predecessors began serving consecutively as the Company’s (or one of its predecessors) auditor in 1980.

Atlanta, Georgia

February 26, 2019

 

-2-


FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

 

     Year ended December 31,  

(in millions, except per share amounts)

   2018     2017     2016  

Revenues:

      

Revenues excluding reimbursable items(a)

   $ 8,679     $ 8,129     $ 7,839  

Reimbursable items

     819       3,923       3,745  
  

 

 

   

 

 

   

 

 

 

Total revenues

     9,498       12,052       11,584  
  

 

 

   

 

 

   

 

 

 

Expenses:

      

Cost of revenues (exclusive of items shown below)

     3,005       3,128       3,192  

Selling, general, and administrative

     2,651       2,178       2,035  

Depreciation and amortization

     1,009       972       949  

Other operating expenses, net

     119       143       51  
  

 

 

   

 

 

   

 

 

 

Total expenses excluding reimbursable items

     6,784       6,421       6,227  

Reimbursable items

     819       3,923       3,745  
  

 

 

   

 

 

   

 

 

 

Total expenses

     7,603       10,344       9,972  
  

 

 

   

 

 

   

 

 

 

Operating profit

     1,895       1,708       1,612  
  

 

 

   

 

 

   

 

 

 

Interest expense, net

     (917     (931     (1,078

Loss on debt extinguishment

     (153     (80     (70

Other income

     201       16       17  
  

 

 

   

 

 

   

 

 

 

Income before income taxes and equity earnings in affiliates

     1,026       713       481  

Income tax expense (benefit)

     49       (729     81  

Equity earnings in affiliates

     221       222       260  
  

 

 

   

 

 

   

 

 

 

Net income

     1,198       1,664       660  

Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest

     193       199       240  
  

 

 

   

 

 

   

 

 

 

Net income attributable to First Data Corporation

   $ 1,005     $ 1,465     $ 420  
  

 

 

   

 

 

   

 

 

 

Net income attributable to First Data Corporation per share:

      

Basic

   $ 1.08     $ 1.60     $ 0.47  

Diluted

   $ 1.05     $ 1.56     $ 0.46  

Weighted-average common shares outstanding:

      

Basic

     929       916       902  

Diluted

     957       940       921  

 

(a)

Includes processing fees, administrative service fees, and other fees charged to merchant alliances accounted for under the equity method of $203 million, $215 million, and $198 million for the years ended December 31, 2018, 2017, and 2016, respectively.

The 2018 results include the impact of adopting Accounting Standards Codification (ASC) 606 and ASC 340-40 (collectively, the New Revenue Standard). See note 1 “Summary of Significant Accounting Policies” for more information.

See notes to consolidated financial statements.

 

-3-


FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

     Year ended December 31,  

(in millions)

   2018     2017      2016  

Net income

   $ 1,198     $ 1,664      $ 660  

Other comprehensive (loss) income, net of tax:

       

Foreign currency translation adjustment

     (127     201        (153

Pension liability adjustments

     (2     72        38  

Derivative instruments

     (46     9        3  

Other

     2       —          —    
  

 

 

   

 

 

    

 

 

 

Total other comprehensive (loss) income, net of tax

     (173     282        (112
  

 

 

   

 

 

    

 

 

 

Comprehensive income

     1,025       1,946        548  

Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest

     186       211        235  
  

 

 

   

 

 

    

 

 

 

Comprehensive income attributable to First Data Corporation

   $ 839     $ 1,735      $ 313  
  

 

 

   

 

 

    

 

 

 

See notes to consolidated financial statements.

 

-4-


FIRST DATA CORPORATION

CONSOLIDATED BALANCE SHEETS

 

     As of December 31,  

(in millions, except par value)

   2018     2017  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 555     $ 498  

Accounts receivable, net of allowance for doubtful accounts of $46 and $45

     2,217       2,176  

Settlement assets

     11,423       20,363  

Prepaid expenses and other current assets

     319       335  
  

 

 

   

 

 

 

Total current assets

     14,514       23,372  

Property and equipment, net of accumulated depreciation of $1,647 and $1,588

     905       951  

Goodwill

     17,460       17,710  

Customer relationships, net of accumulated amortization of $5,509 and $5,940

     1,763       2,184  

Other intangibles, net of accumulated amortization of $2,271 and $2,665

     1,893       1,935  

Investment in affiliates

     1,055       1,054  

Other long-term assets

     737       1,063  
  

 

 

   

 

 

 

Total assets

   $ 38,327     $ 48,269  
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 1,636     $ 1,659  

Short-term and current portion of long-term borrowings

     1,170       1,271  

Settlement obligations

     11,423       20,363  
  

 

 

   

 

 

 

Total current liabilities

     14,229       23,293  

Long-term borrowings

     16,429       17,927  

Deferred tax liabilities

     97       77  

Other long-term liabilities

     528       886  
  

 

 

   

 

 

 

Total liabilities

     31,283       42,183  
  

 

 

   

 

 

 

Commitments and contingencies (See note 15)

    

Redeemable noncontrolling interest

     77       72  

First Data Corporation stockholders’ equity:

    

Class A Common stock, $0.01 par value; 1,600 shares authorized as of December 31, 2018 and December 31, 2017, 584 shares and 492 shares issued as of December 31, 2018 and December 31, 2017, respectively; and 568 shares and 482 shares outstanding as of December 31, 2018 and December 31, 2017, respectively

     6       5  

Class B Common stock, $0.01 par value; 448 and 523 shares authorized as of December 31, 2018 and December 31, 2017, respectively; 369 shares and 443 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively

     4       4  

Preferred Stock, $0.01 par value; 100 shares authorized as of December 31, 2018 and December 31, 2017; no shares issued and outstanding as of December 31, 2018 and December 31, 2017

     —         —    

Class A Treasury stock, at cost, 16 shares and 11 shares as of December 31, 2018 and December 31, 2017, respectively

     (251     (149

Additional paid-in capital

     13,791       13,495  

Accumulated loss

     (8,067     (9,059

Accumulated other comprehensive loss

     (1,310     (1,144
  

 

 

   

 

 

 

Total First Data Corporation stockholders’ equity

     4,173       3,152  
  

 

 

   

 

 

 

Noncontrolling interests

     2,794       2,862  
  

 

 

   

 

 

 

Total equity

     6,967       6,014  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 38,327     $ 48,269  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

-5-


FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year ended December 31,  

(in millions)

   2018     2017     2016  

CASH FLOWS FROM OPERATING ACTIVITIES

      

Net income

   $ 1,198     $ 1,664     $ 660  

Adjustments to reconcile to net cash provided by operating activities:

      

Depreciation and amortization (including amortization netted against equity earnings in affiliates and revenues)

     1,090       1,073       1,061  

Deferred income taxes

     107       (853     (38

Charges related to other operating expenses, net and other income

     (82     127       34  

Loss on debt extinguishment

     153       80       70  

Stock-based compensation expense

     248       245       263  

Other non-cash and non-operating items, net

     46       41       45  

(Decrease) increase in cash, excluding the effects of acquisitions and dispositions, resulting from changes in:

      

Accounts receivable, current and long term

     (156     (196     (81

Other assets, current and long term

     4       (36     61  

Accounts payable and other liabilities, current and long term

     (284     (82     35  

Income tax accounts

     (17     (16     1  
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     2,307       2,047       2,111  
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

      

Additions to property and equipment

     (310     (271     (232

Payments to secure customer service contracts, including outlays for conversion, and capitalized systems development costs

     (294     (247     (245

Acquisitions, net of cash acquired

     (17     (1,607     (6

Proceeds from dispositions

     549       88       38  

Proceeds from the maturity of net investment hedges

     26       90       —    

Proceeds from sale of property and equipment

     1       —         38  

Other investing activities, net

     (54     (5     46  
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (99     (1,952     (361
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

      

Short-term borrowings, net

     (130     823       205  

Proceeds from issuance of long-term debt

     4,750       4,968       3,533  

Payment of call premiums and debt issuance cost

     (141     (63     (53

Principal payments on long-term debt

     (6,301     (5,409     (5,073

Payment of taxes related to net settlement of equity awards

     (115     (94     (61

Proceeds from issuance of common stock

     68       50       23  

Distributions and dividends paid to noncontrolling interests and redeemable noncontrolling interest

     (255     (260     (316

Other financing activities, net

     —         (6     8  
  

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by provided by financing activities

     (2,124     9       (1,734
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     (26     7       (34
  

 

 

   

 

 

   

 

 

 

Change in cash, cash equivalents and restricted cash

     58       111       (18
  

 

 

   

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

     525       414       432  
  

 

 

   

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 583     $ 525     $ 414  
  

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

      

Income tax payments, net of refunds received

   $ 156     $ 142     $ 118  

Interest paid

     917       916       1,032  

Distributions received from equity method investments

     255       266       304  

NON-CASH TRANSACTIONS:

      

Capital leases, net of trade-ins

   $ 37     $ 112     $ 136  

Other financing arrangements

     —         102       79  

See notes to consolidated financial statements.

 

-6-


FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

 

    First Data Corporation Stockholders’              
    Common Stock     Treasury Stock     Additional
Paid-In
Capital
    Accumulated
Loss
    Accumulated
Other
Comprehensive
Income (Loss)
             

(in millions)

  Class A     Class B     Class A     Noncontrolling
Interest
       
  Shares     Amount     Shares     Amount     Shares     Amount     Total  

Balance, December 31, 2015

    180     $ 2       719     $ 7       —       $ —       $ 12,910     $ (10,944   $ (1,307   $ 2,992     $ 3,660  

Dividends and distributions paid to noncontrolling interests(a)

    —         —         —         —         —         —         —         —         —         (283     (283

Net income(b)

    —         —         —         —         —         —         —         420       —         207       627  

Other comprehensive loss

    —         —         —         —         —         —         —         —         (107     (5     (112

Adjustments to redemption value of redeemable noncontrolling interest

    —         —         —         —         —         —         4       —         —         —         4  

Stock compensation expense

    —         —         —         —         —         —         263       —         —         —         263  

Stock activity under stock compensation plans and other

    188       2       (175     (2     5       (61     33       —         —         —         (28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2016

    368       4       544       5       5       (61     13,210       (10,524     (1,414     2,911       4,131  

Dividends and distributions paid to noncontrolling interests(a)

    —         —         —         —         —         —         —         —         —         (229     (229

Net income(b)

    —         —         —         —         —         —         —         1,465       —         168       1,633  

Other comprehensive income

    —         —         —         —         —         —         —         —         270       12       282  

Adjustments to redemption value of redeemable noncontrolling interest

    —         —         —         —         —         —         1       —         —         —         1  

Stock compensation expense

    —         —         —         —         —         —         245       —         —         —         245  

Stock activity under stock compensation plans and other

    114       1       (101     (1     6       (88     39       —         —         —         (49
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2017

    482       5       443       4       11       (149     13,495       (9,059     (1,144     2,862       6,014  

Adoption of New Revenue Standard

    —         —         —         —         —         —         —         (13     —         —         (13

Dividends and distributions paid to noncontrolling interests(a)

    —         —         —         —         —         —         —         —         —         (223     (223

Net income(b)

    —         —         —         —         —         —         —         1,005       —         162       1,167  

Other comprehensive loss

    —         —         —         —         —         —         —         —         (166     (7     (173

Adjustments to redemption value of redeemable noncontrolling interest

    —         —         —         —         —         —         (6     —         —         —         (6

Stock compensation expense

    —         —         —         —         —         —         248       —         —         —         248  

Stock activity under stock compensation plans and other

    86       1       (74     —         5       (102     54       —         —         —         (47
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2018

    568     $ 6       369     $ 4       16     $ (251   $ 13,791     $ (8,067   $ (1,310   $ 2,794     $ 6,967  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

The total distribution presented in the consolidated statements of equity for the years ended December 31, 2018, 2017, and 2016 excludes $32 million, $31 million, and $33 million, respectively, in distributions paid to redeemable noncontrolling interest not included in equity.

(b)

The total net income presented in the consolidated statements of equity for the years ended December 31, 2018, 2017, and 2016 is $31 million different, $31 million different, and $33 million different, respectively, than the amounts presented in the consolidated statements of income due to the net income attributable to the redeemable noncontrolling interest not included in equity.

See notes to consolidated financial statements.

 

-7-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1: Summary of Significant Accounting Policies

Business Description

First Data Corporation (FDC or the Company) is a global leader in commerce-enabling technology and solutions for merchants, financial institutions, and card issuers. The Company provides merchant transaction processing and acquiring; credit, retail, and debit card processing; prepaid and payroll services; check verification; settlement and guarantee services; and statement printing as well as solutions to help clients grow their businesses including the Company’s Clover line of payment solutions and related applications.

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in unconsolidated affiliated companies are accounted for under the equity method and are included in “Investment in affiliates” in the accompanying consolidated balance sheets. The Company utilizes the equity method of accounting when the Company is able to exercise significant influence over the investee’s operations, which generally coincides with an ownership interest of between 20% and 50% in an entity.

The Company consolidates an entity’s financial statements when the Company has a controlling financial interest in the entity. Control is normally established when ownership interests exceed 50% in an entity; however, when the Company does not exercise control over a majority-owned entity as a result of other investors having rights over the management and operations of the entity, the Company accounts for the entity under the equity method.

Use of Estimates

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 amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Presentation

Depreciation and amortization, presented as a separate line item on the Company’s consolidated statements of income, does not include amortization of payments for customer contracts which is recorded as contra-revenue within “Revenues excluding reimbursable items.” Also not included is amortization related to equity method investments which is netted within “Equity earnings in affiliates.”

The following table presents the amounts associated with such amortization for the periods presented:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Amortization of payments for customers contracts

   $ 51      $ 56      $ 65  

Amortization related to equity method investments

     30        45        47  

Revenue Recognition

Effective January 1, 2018, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps:

 

  1.

Identify the contract with a customer

 

  2.

Identify the performance obligations in the contract

 

  3.

Determine the transaction price

 

  4.

Allocate the transaction price to the performance obligations in the contract

 

  5.

Recognize revenue when or as the Company satisfies a performance obligation

 

-8-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities. The Company has elected to present shipping and handling costs associated with its products as a cost of fulfilling the Company’s promise to transfer its products and services.

Transaction and Processing Services

The vast majority of the Company’s revenues are comprised of: 1) fees calculated based on a percentage of the monetary value of transactions processed; 2) fees calculated based on number of transactions processed; 3) fees calculated based on number of accounts on file during a period; or 4) some combination thereof that are associated with transaction and processing services. The Company typically contracts with financial institutions, merchants, or affiliates of those parties. Contracts stipulate the types of processing services and articulate how fees will be incurred and calculated.

The Company’s performance obligations are to stand ready to provide holistic electronic payment processing services consisting of a series of distinct elements that are substantially the same and have the same pattern of transfer over time. The Company’s promise to its customers is to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of payment transactions processed, number of cards on file, etc.); as such, the total transaction price is variable. The Company allocates the variable fees charged to the day in which it has the contractual right to bill under the contract.

Revenue is comprised of fees charged to the Company’s customers, net of interchange fees and assessments charged by the credit card associations and debit networks, which are pass-through charges collected on behalf of the card issuers and payment networks. Interchange fees and assessments charged by credit card and debit networks to the Company’s consolidated subsidiaries were as follows for the years ended December 31, 2018, 2017, and 2016.

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Interchange fees and assessments

   $ 27,845      $ 26,069      $ 23,810  

Debit network fees

     3,568        3,227        3,121  

Hardware Revenues

The Company may sell or lease hardware (POS devices) and other peripherals as part of its contract with customers. Hardware typically consists of terminals or Clover devices. The Company does not manufacture hardware, but purchases hardware from third-party vendors and holds the hardware in inventory until purchased by a customer. The Company accounts for sales of hardware as a separate performance obligation and recognizes the revenue at its standalone selling price when the customer obtains control of the hardware.

Professional Services Revenues

The Company’s professional services generally consist of professional services sold as part of a new or existing agreement or sold as a separate service. The Company’s professional services may or may not be considered distinct based on the nature of the services being provided. Professional services are recognized over time as control is transferred to the customer, either as the professional services are performed or as the services from a combined performance obligation are transferred to the customer (over the term of the related transaction and processing agreement).

Other

Other revenues principally include software licensing (fixed and usage based) and maintenance. The Company’s software licensing and maintenance are considered distinct and are generally recognized at their standalone selling prices when the software code is delivered to the client and over the maintenance period, respectively.

The Company charges processing fees to its alliances. In situations where an alliance is accounted for under the equity method, the Company’s consolidated revenues include the processing fees charged to the alliance, as presented in the consolidated statements of income within “Revenues excluding reimbursable items”.

Contracts with Multiple Performance Obligations

The Company’s contracts with its customers can consist of multiple performance obligations, for example in the case of hardware sold with transaction and processing services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the customer class.

See note 3 “Revenue Recognition” of these consolidated financial statements for additional discussion.

 

-9-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Deferred Revenue

The Company records deferred revenue when it receives payments or issues invoices in advance of transferring control of promised goods or services to a customer. A significant portion of this balance relates to service contracts where the Company received payments from customers for upfront conversions/implementation type activities which do not transfer value to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term or a longer period if it provides the customer with a material right. The deferred revenue is recognized when underlying performance obligations are achieved. As of December 31, 2018 and 2017, current deferred revenue included within “Accounts payable and accrued liabilities” in the Company’s consolidated balance sheets was $134 million and $167 million, respectively. As of December 31, 2018 and 2017, noncurrent deferred revenue included within “Other long-term liabilities” in the Company’s consolidated balance sheets was $164 million and $177 million, respectively.

In January 2017, the Company determined that standalone value had been achieved for its Clover terminal devices, principally because a secondary market had been established. The Company accounted for the change on a prospective basis. Beginning January 1, 2017, the Company recognized revenue on sales of Clover terminal devices upon delivery, while Clover terminal devices sold prior to January 1, 2017 continued to be deferred over the term of the respective processing agreement. As of December 31, 2017, $36 million of the Company’s deferred revenue represented sales of Clover terminal devices which did not have standalone value prior to the change in accounting. In connection with the adoption of the New Revenue Standard on January 1, 2018, the Company recorded the deferred revenue associated with the Clover terminals that had previously lacked standalone value to “Accumulated loss” in the consolidated balance sheet.

Stock-Based Compensation

Stock-based compensation to employees is measured at the grant date fair values of the respective stock options and restricted stock awards. An estimate of forfeitures is applied when calculating compensation expense. To calculate the estimated forfeiture rate, the Company performed an analysis of all forfeitures over a five year period and continues to evaluate the actual forfeiture rate compared to its estimate. The estimated forfeiture rate will be adjusted as actual forfeitures vary from the estimate, resulting in the recognition of compensation cost only for awards that vest. Any effect of a change in estimated forfeitures will be recognized through a cumulative catch-up adjustment. The Company recognizes compensation cost on service based awards with graded vesting on a straight-line basis over the requisite service period for the entire award. The Company recognizes compensation cost on performance-based restricted stock grants on a grant basis graded schedule. See note 5 “Stock Compensation Plans” of these consolidated financial statements for details regarding the Company’s stock-based compensation plan.

Treasury Stock

In connection with the vesting of restricted stock awards or exercise of stock options, shares of Class A and Class B common stock are delivered to the Company by employees to satisfy tax withholding obligations. The Company accounts for treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. Because Class B common stock converts automatically to Class A common stock upon any transfer, whether or not for value, except for certain transactions described in the Company’s amended and restated certificate of incorporation, all shares of treasury stock are Class A common stock.

Foreign Currency Translation

The U.S. dollar is the functional currency of the Company’s U.S.-based businesses and certain foreign-based businesses. Significant operations with a local currency as their functional currency include operations in the United Kingdom, Australia, Germany, Ireland, and Brazil. Foreign currency-denominated assets and liabilities for these units and other less significant operations are translated into U.S. dollars based on exchange rates prevailing at the end of the period, and revenues and expenses are translated at average exchange rates during each monthly period. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of Other Comprehensive Income (OCI). Intercompany loans are generally not considered invested on a long-term basis and such foreign currency gains and losses are included in “Other income” on the consolidated statements of income. Transaction gains and losses related to operating assets and liabilities are included in “Cost of revenues” and “Selling, general, and administrative” in the consolidated statements of income and were immaterial for all periods presented. Non-operating transaction gains and losses derived from non-operating assets and liabilities are included in “Other income” on the consolidated statements of income and are separately disclosed in note 17 “Supplemental Financial Information” of these consolidated financial statements.

There has been a steady devaluation of the Argentine peso relative to the United States dollar in recent years, primarily due to inflation. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018 the Company began reporting the financial results of its operations in Argentina at the functional currency of the parent, which is the U.S. dollar. Exchange gains and losses from the remeasurement of monetary assets and liabilities for the six months ended December 31, 2018 are reflected in “Other income” on the consolidated statements of income rather than “Accumulated other comprehensive loss” on the consolidated balance sheet. The Company recognized $2 million in foreign currency exchange losses for the six months ended December 31, 2018 from remeasurement of the operations in Argentina to the parent functional currency.

 

-10-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Derivative Financial Instruments

The Company is exposed to various financial and market risks, including those related to changes in interest rates and foreign currency exchange rates that exist as part of its ongoing business operations. The Company uses derivative instruments (i) to mitigate cash flow risks with respect to changes in interest rates (forecasted interest payments on variable rate debt), (ii) to maintain a desired ratio of fixed rate and floating rate debt, and (iii) to protect the net investment in certain foreign subsidiaries and/or affiliates with respect to changes in foreign currency exchange rates. The Company’s objective is to engage in risk management strategies that provide adequate downside protection.

Derivative instruments are entered into for periods consistent with related underlying exposures. The Company applies strict policies to manage each of these risks, including prohibition against derivatives trading, derivatives market-making or any other speculative activities.

The Company formally documents all relationships between hedging instruments and the underlying hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that have been designated as cash flow hedges to forecasted transactions and net investment hedges to the underlying investment in a foreign subsidiary or affiliate. For designated hedges, the Company formally assesses, both at inception of the hedge and on an ongoing basis, whether the hedge is highly effective in offsetting changes in cash flows or foreign currency exposure of the underlying hedged items. The Company also performs an assessment of the probability of the forecasted transactions on a periodic basis. If it is determined that a derivative ceases to be highly effective during the term of the hedge or if the forecasted transaction is no longer probable, the Company discontinues hedge accounting prospectively for such derivative.

The Company monitors the financial stability of its derivative counterparties and all counterparties are investment grade. The credit risk inherent in these agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. The Company performs a review at inception of the hedge, as circumstances warrant, and at least on a quarterly basis, of the credit risk of these counterparties. The Company also monitors the concentration of its contracts with individual counterparties. The Company’s exposures are in liquid currencies (primarily in U.S. dollars, euros, Australian dollars, British pounds, and Canadian dollars), so there is minimal risk that appropriate derivatives to maintain the hedging program would not be available in the future.

The Company recognizes all derivative financial instruments in the consolidated balance sheets as assets or liabilities at fair value. Such amounts are recorded in “Other current assets”, “Other long-term assets”, “Accounts payable and accrued liabilities” or “Other long-term liabilities” in the consolidated balance sheets. The Company’s policy is to present all derivative balances on a gross basis, without regard to counterparty master netting agreements or similar arrangements. Changes in fair value of derivative instruments are recognized immediately in “Other income” on the consolidated statements of income unless the derivative is designated and qualifies for hedge accounting. For derivatives that qualify as hedges of future cash flows, the effective portion of changes in fair value is recorded temporarily in equity as a component of OCI and then recognized in “Interest expense, net” in the consolidated statements of income in the same period or periods during which the hedged item affects earnings. For derivatives that qualify as a hedge of a net investment in a foreign operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent the hedge is effective. Any ineffective portions of cash flow hedges and net investment hedges are recognized in “Other income” in the consolidated statements of income during the period of change. Additional discussion of derivative instruments is provided in note 14 “Derivative Financial Instruments” of these consolidated financial statements.

Noncontrolling and Redeemable Noncontrolling Interests

Noncontrolling interests represent the minority shareholders’ share of the net income or loss and equity in consolidated subsidiaries. The Company’s noncontrolling interests are presented pretax in the consolidated statements of income as “Net income attributable to noncontrolling interests and redeemable noncontrolling interest” because the majority of the Company’s non wholly-owned consolidated subsidiaries are flow through entities for tax purposes. Noncontrolling interests are presented as a component of equity in the consolidated balance sheets and reflect the original investments by these noncontrolling shareholders in the consolidated subsidiaries, along with their proportionate share of the earnings or losses of the subsidiaries, net of dividends or distributions. Noncontrolling interests that are redeemable at the option of the holder are presented outside of equity and are carried at their estimated redemption value. See note 6 “Stockholders’ Equity and Redeemable Noncontrolling Interest” of these consolidated financial statements for more information. A noncontrolling interest is recorded on the date of acquisition based on the total fair value of the acquired entity and the noncontrolling interest’s share of that value.

Reserve for Merchant Credit Losses

With respect to the merchant acquiring business, the Company’s merchant customers (or those of its unconsolidated alliances) have the legal obligation to refund any charges properly reversed by the cardholder. However, in the event the Company is not able to collect the refunded amounts from the merchants, the Company may be liable for the reversed charges. The Company’s risk in this area primarily relates to situations where the cardholder has purchased goods or services to be delivered in the future.

 

-11-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company’s obligation to perform is minimal in relation to the total dollar volume processed. The Company requires cash deposits, guarantees, letters of credit or other types of collateral from certain merchants to minimize this obligation. Collateral held by the Company is classified within “Settlement assets” and the obligation to repay the collateral if it is not needed is classified within “Settlement obligations” on the Company’s consolidated balance sheets. The Company also utilizes a number of systems and procedures to manage merchant risk. Despite these efforts, the Company historically has experienced some level of losses due to merchant defaults. The amount of collateral held by the Company was $596 million and $632 million as of December 31, 2018 and 2017, respectively.

The Company’s contingent obligation relates to imprecision in its estimates of required collateral. A provision for this obligation is recorded based primarily on historical experience of credit losses and other relevant factors such as economic downturns or increases in merchant fraud. Merchant credit losses are included in “Cost of revenues” in the Company’s consolidated statements of income. The amount of the reserves attributable to entities consolidated by the Company was $28 million and $29 million as of December 31, 2018 and 2017, respectively.

Income Taxes

The Company and its domestic subsidiaries file a consolidated U.S. income tax return. The Company’s foreign operations file income tax returns in their local jurisdictions. Income taxes reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, these deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made.

The Company recognizes the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $143 million and $150 million during the years ended December 31, 2018 and 2017, respectively.

Cash and Cash Equivalents

Investments (other than those included in settlement assets) with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates market value. Cash and cash equivalents that were restricted from use due to regulatory requirements are included in “Other long-term assets” in the consolidated balance sheets and was $28 million, $27 million, and $30 million as of December 31, 2018, 2017, and 2016 respectively.

Accounts and Leasing Receivables

Accounts receivable balances are stated at amounts due from customers, net of allowance for doubtful accounts. The Company records allowances for doubtful accounts when it is probable that the accounts receivable balance will not be collected. Long-term accounts receivable balances are included in “Other long-term assets” in the consolidated balance sheets.

The Company has receivables associated with its POS terminal leasing businesses. Leasing receivables are included in “Accounts receivable” and “Other long-term assets” in the consolidated balance sheets. The Company recognizes interest income on its leasing receivables using the effective interest method. Interest income from leasing receivables is included in “Revenues excluding reimbursable items” in the consolidated statements of income. For direct financing leases, the interest rate used incorporates initial direct costs included in the net investment in the lease. For sales type leases, initial direct costs are expensed as incurred.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the lesser of the estimated useful life of the related assets (generally three years to 10 years for equipment, furniture, and leasehold improvements, and 30 years for buildings) or the lease term. Maintenance and repairs which do not extend the useful life of the respective assets are expensed as incurred.

 

-12-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The following table presents depreciation expense related to property and equipment, including equipment under capital lease:

 

Year ended December 31,       

(in millions)                        

   Amount  

2018

   $ 320  

2017

     321  

2016

     300  

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the operating segment level or one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Fair value is estimated using a discounted cash flow analysis.

The Company tests goodwill annually for impairment, as well as upon an indicator of impairment, at the reporting unit level. The Company performed its annual goodwill impairment test in the fourth quarters of 2018, 2017, and 2016. As of October 1, 2018, the most recent impairment analysis date, the fair value of each reporting unit exceeded its carrying value. The Company did not record any goodwill impairment charges in 2018, 2017, and 2016.

Customer relationships represent the estimated value of the Company’s relationships with customers, primarily merchants and financial institutions, to which it provides services. Customer relationships are amortized based on the pattern of undiscounted cash flows for the period as a percentage of total projected undiscounted cash flows. The Company selected this amortization method for these customer relationships based on a conclusion that the projected undiscounted cash flows could be reliably determined.

The Company capitalizes initial payments for new contracts and contract renewals. The initial payments for new contracts and contract renewals are amortized on a straight-line basis as a reduction of revenue over the benefit period, which is generally the contract term, unless a commensurate payment is not expected at renewal.

The Company capitalizes conversion related costs associated with enabling customers to receive its processing services. These costs are amortized on a straight-line basis over the expected benefit period of seven years based on the related services being provided and are recorded as an expense in “Depreciation and amortization” in the consolidated statements of income.

The Company develops software that is used in providing processing services to customers. To a lesser extent, the Company also develops software to be sold or licensed to customers. Costs incurred during the preliminary project stage are expensed as incurred. Capitalization of costs begins when the preliminary project stage is completed and management, with the relevant authority, authorizes and commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization of costs ceases when the software is substantially complete and ready for its intended use. Software development costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally five years. Software acquired in connection with business combinations is amortized on a straight-line basis over the estimated useful life of the software which generally ranges from three years to 10 years.

In addition to capitalized contract and software development costs, other intangibles include copyrights, patents, purchased software, and trademarks acquired in business combinations. Other intangible assets, except for the First Data trade name discussed in note 4 “Goodwill and Other Intangibles” of these consolidated financial statements, are amortized on a straight-line basis over the length of the contract or benefit period, which generally ranges from three years to 25 years.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair value is defined by accounting guidance as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the hierarchy prescribed in the accounting guidance for fair value measurements, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The Company maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. The three levels in the hierarchy are as follows:

 

   

Level 1 Inputs-Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

   

Level 2 Inputs-Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves.

 

-13-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

   

Level 3 Inputs-Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

During the years ended December 31, 2018, 2017, and 2016 the Company did not record any adjustments over $5 million to the carrying value of existing assets based on non-recurring fair value measurements, other than as discussed in note 11 “Other Operating Expenses, Net” .

Net Income Per Share

Basic net income per share is calculated by dividing Net income attributable to First Data Corporation by the weighted-average shares outstanding during the period, without consideration for any potential dilutive shares. Diluted net income per share is computed by dividing Net income attributable to First Data Corporation by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, unvested restricted stock, and unvested restricted stock awards. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

Reclassifications

Certain amounts for prior years have been reclassified to conform with the current year financial statement presentation.

New Accounting Guidance

Recently Adopted Accounting Guidance

Stock-based Compensation

In May 2017, the FASB issued guidance that clarifies when changes to terms or conditions of a stock-based payment award must be accounted for as a modification. Under the new guidance, companies only apply modification accounting guidance if the fair value, vesting conditions or classification of an award changes. The guidance was adopted prospectively to awards modified on or after the adoption date. The Company adopted the new guidance on January 1, 2018. The impact of adoption on the Company’s consolidated financial statements is dependent on future changes to share-based compensation awards.

In June 2018, the FASB issued guidance that simplifies the accounting for share-based payments to nonemployees in exchange for goods and services by aligning with the accounting for share-based payments to employees, with certain exceptions. The standard is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption is permitted. The Company adopted the new guidance on July 1, 2018, using the modified retrospective approach, with an immaterial impact to the Company’s consolidated financial statements.

Statement of Cash Flows

In November 2016, the FASB issued guidance that changes the presentation of restricted cash and restricted cash equivalents on the statement of cash flows. Under the new guidance, companies are required to include restricted cash and restricted cash equivalents with the cash and cash equivalents line item when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Given this change, transfers between cash, cash equivalents, and restricted cash and cash equivalents are no longer reported as cash flow activities on the statement of cash flows. The guidance was applied using a retrospective transition method to each period presented. The Company adopted the new guidance on January 1, 2018 with no material impact to its statement of cash flows.

Pension Costs

In March 2017, the FASB issued guidance that requires employers that sponsor defined benefit plans for pensions and/or other post-retirement benefits to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers will present the other components of the net periodic benefit cost separately from the line item that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. The Company adopted the new guidance on January 1, 2018, using a retrospective approach. The impact on the Company’s consolidated financial statements for the years ended December 31, 2018, 2017, and 2016 was an increase (decrease) in operating expense and a decrease (increase) in “Interest expense, net” of $9 million, $6 million, and $(10) million, respectively.

 

-14-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Derivatives and Hedging

In August 2017, the FASB issued guidance to simplify the current application of hedge accounting. This standard is intended to better align a company’s risk management strategies and financial reporting for hedging relationships through changes to both designation and measurement for qualifying hedging relationships and more accurately presenting the economic effects in the financial statements. In addition, the new guidance establishes flexibility in the requirements to qualify and maintain hedge accounting. The Company adopted the new guidance on January 1, 2018 with no material impact to the Company’s consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Codification (ASC) 606 and ASC 340-40 (collectively, the New Revenue Standard) that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in an exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The FASB has subsequently issued several amendments to the New Revenue Standard, including clarification on accounting for licenses, identifying performance obligations, and principal versus agent consideration (reporting revenue gross vs. net).

The Company adopted the New Revenue Standard using a modified retrospective basis on January 1, 2018 to all contracts that were not completed. The adoption resulted in an increase to the January 1, 2018 balance of accumulated loss of $13 million for the cumulative effect of applying the New Revenue Standard. This impact was principally driven by certain software arrangements being recognized sooner; changes related to costs to obtain customers, including the related amortization period; and the release of deferred revenue associated with Clover terminals that had previously lacked standalone value. Under the modified retrospective basis, the Company did not restate its comparative consolidated financial statements for these effects.

The following tables present the impact of adopting the New Revenue Standard on the Company’s consolidated financial statements for the year ended December 31, 2018:

 

     Year ended December 31, 2018  

(in millions, except per share amounts)

   As Reported      Adjustments      Amounts Without
Adoption of ASC 606
 

Revenues:

        

Revenues excluding reimbursable items

   $ 8,679      $ (157    $ 8,522  

Reimbursable items

     819        3,568        4,387  
  

 

 

    

 

 

    

 

 

 

Total revenues

     9,498        3,411        12,909  
  

 

 

    

 

 

    

 

 

 

Expenses:

        

Total expenses excluding reimbursable items

     6,784        (129      6,655  

Reimbursable items

     819        3,568        4,387  
  

 

 

    

 

 

    

 

 

 

Total expenses

     7,603        3,439        11,042  
  

 

 

    

 

 

    

 

 

 

Operating profit

     1,895        (28      1,867  
  

 

 

    

 

 

    

 

 

 

Interest expense, net

     (917      —          (917

Loss on debt extinguishment

     (153      —          (153

Other income

     201        —          201  
  

 

 

    

 

 

    

 

 

 

Income before income taxes and equity earnings in affiliates

     1,026        (28      998  

Income tax expense

     49        (7      42  

Equity earnings in affiliates

     221        —          221  
  

 

 

    

 

 

    

 

 

 

Net income

     1,198        (21      1,177  

Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest

     193        —          193  
  

 

 

    

 

 

    

 

 

 

Net income attributable to First Data Corporation

   $ 1,005      $ (21    $ 984  
  

 

 

    

 

 

    

 

 

 

Net income attributable to First Data Corporation per share:

        

Basic

   $ 1.08      $ (0.02    $ 1.06  

Diluted

   $ 1.05      $ (0.02    $ 1.03  

The adoption of the New Revenue Standard had an immaterial impact on the Company’s consolidated balance sheet and consolidated statement of cash flows as of and for the year ended December 31, 2018. See note 3 “Revenue Recognition” for more information.

Recently Issued Accounting Guidance

Leases

In February 2016, the FASB issued guidance which requires lessees to recognize most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting and adds new presentation and disclosure requirements for both lessees and lessors. The accounting guidance for lessors remains largely unchanged. The Company expects the adoption to result in gross up on its consolidated balance sheets from the recognition of assets and liabilities arising out of operating leases. The Company will recognize assets for the right to use the underlying leased property during the lease term and will recognize liabilities for the corresponding financial obligation to make lease payments to the lessor.

 

-15-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company will adopt the new standard on January 1, 2019 using a modified retrospective approach that permits an entity to use the effective date as the date of initial application through the recognition of a cumulative effect adjustment to the opening balance of retained earnings upon adoption. The Company plans to elect the transition package of practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. Further, the Company plans to elect a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to leases with terms of 12 months or less, and to elect an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The Company is substantially complete with the evaluation of the impact on the consolidated financial statements of adopting the new lease standard and does not anticipate a material impact on the consolidated balance sheets or to retained earnings. Additionally, the Company does not anticipate the adoption of the standard will impact any debt covenants or result in significant changes to the internal processes, including the internal control over financial reporting.

Credit Losses

In June 2016, the FASB issued guidance that will change the accounting for credit loss impairment. Under the new guidance, companies are required to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This new guidance will be effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Internal-Use Software

In August 2018, the FASB issued guidance to align the requirements for capitalizing certain implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The guidance provides flexibility in adoption, allowing for either retrospective adjustment or prospective adjustment for all implementation costs incurred after the date of adoption. The Company adopted the new guidance on a prospective basis on January 1, 2019 with no material impact to the consolidated financial statements.

Fair Value Measurements

In August 2018, the FASB issued guidance that modified the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The new guidance also expands disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of the guidance on its consolidated financial statements.

Securities and Exchange Commission Disclosure Requirements

In August 2018, the Securities and Exchange Commission (SEC) issued a final rule that amends certain disclosure requirements that were duplicative, outdated or superseded. In addition, the final rule expanded the financial reporting requirements for changes in stockholders’ equity for interim reporting periods. The Company will update its disclosure for this new rule beginning with the quarter ended March 31, 2019.

Derivatives and Hedging

In October 2018, the FASB issued guidance which expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting. The amendments permit the use of the overnight index swap rate based on the Secured Overnight Financing Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied prospectively for qualifying new or redesignated hedging relationships entered into after January 1, 2019. The Company will adopt the guidance on January 1, 2019, and does not expect any material impact.

Comprehensive Income

In February 2018, the FASB issued guidance that permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments also require certain disclosures about stranded tax effects. The Company adopted the guidance on January 1, 2019, which did not have a significant impact on the Company’s consolidated financial statements.

 

-16-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Consolidation

In October 2018, the FASB issued new guidance on consolidation. The new guidance provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and should be applied retrospectively with a cumulative effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The Company is in the process of evaluating the impact of the guidance on its consolidated financial statements.

Note 2: Borrowings

The following table presents the borrowings for the years ended December 31, 2018 and 2017.

 

     As of December 31,  

(in millions)

   2018      2017  

Short-term borrowings:

     

Foreign lines of credit and other arrangements

   $ 224      $ 205  

Senior Secured Revolving Credit Facility

     250        272  

Receivable securitized loan

     472        600  

Unamortized deferred financing costs(a)

     (3      (3
  

 

 

    

 

 

 

Total short-term borrowings

     943        1,074  

Current portion of long-term borrowings:

     

Senior secured term loan facility due 2020

     —          78  

Senior secured term loan facility due 2023

     119        —    

Other arrangements and capital lease obligations

     108        119  
  

 

 

    

 

 

 

Total current portion of long-term borrowings

     227        197  
  

 

 

    

 

 

 

Total short-term and current portion of long-term borrowings

     1,170        1,271  
  

 

 

    

 

 

 

Long-term borrowings:

     

Senior secured term loan facility due 2020

     —          1,404  

Senior secured term loan facility due 2022

     2,518        3,758  

Senior secured term loan facility due 2023

     4,631        —    

Senior secured term loan facility due 2024

     3,892        3,892  

5.375% Senior secured first lien notes due 2023

     1,210        1,210  

5.0% Senior secured first lien notes due 2024

     1,883        1,900  

5.75% Senior secured second lien notes due 2024

     2,176        2,200  

7.0% Senior unsecured notes due 2023

     —          3,400  

Unamortized discount and unamortized deferred financing costs(a)

     (91      (123

Other arrangements and capital lease obligations

     210        286  
  

 

 

    

 

 

 

Total long-term borrowings(b)

     16,429        17,927  
  

 

 

    

 

 

 

Total borrowings

   $ 17,599      $ 19,198  
  

 

 

    

 

 

 

 

(a)

Unamortized deferred financing costs and certain lenders’ fees associated with debt transactions were capitalized as discounts and are amortized on a straight-line basis, which approximates the effective interest method, over the remaining term of the respective debt.

(b)

As of December 31, 2018 and 2017, the fair value of the Company’s long-term borrowings, excluding other arrangements and capital lease obligations, was $15.7 billion and $18.2 billion, respectively. The estimated fair value of the Company’s long-term borrowings was primarily based on market trading prices and is considered to be a Level 2 measurement.

Foreign Lines of Credit and Other Arrangements

As of December 31, 2018 and 2017, the Company had $516 million and $546 million, respectively, available under short-term lines of credit and other arrangements with foreign banks and alliance partners primarily to fund settlement activity. As of December 31, 2018 and 2017, this included a $290 million and $355 million, respectively, committed line of credit for one of the Company’s consolidated alliances. The remainder of these arrangements are primarily associated with international operations and are in various functional currencies, the most significant of which are the Australian dollar, the Polish zloty, and the euro. Of the amounts outstanding as of December 31, 2018 and 2017, $13 million and $15 million, respectively, were uncommitted. The weighted-average interest rate associated with foreign lines of credit was 2.6% and 2.9% for the years ended December 31, 2018 and 2017, respectively.

Receivable Securitization Agreement

The Company has a consolidated wholly-owned subsidiary, First Data Receivables, LLC (FDR). FDR and FDC entered into an agreement where certain wholly-owned subsidiaries of FDC agreed to transfer and contribute receivables to FDR. FDR’s assets are not available to satisfy obligations of any other entities or affiliates of FDC. FDR’s creditors will be entitled, upon its liquidation, to be satisfied out of FDR’s assets prior to any assets or value in FDR becoming available to FDC. As of December 31, 2018 and 2017, the Company transferred $726 million and $748 million, respectively, in receivables to FDR as part of the securitization program. As of December 31, 2018, the maximum borrowing capacity, subject to collateral availability, under the agreement is $581 million. FDR utilized the receivables as collateral in borrowings of $472 million and $600 million as of December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the receivables held by FDR are recorded within “Accounts receivable, net” in the Company’s consolidated balance sheets. The weighted average interest rate on the securitization facility borrowings was 3.65% and 2.8% as of December 31, 2018 and 2017, respectively.

 

-17-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

In July 2018, the Company amended its Receivable Securitization Program (Securitization) to extend the maturity from June 2020 to July 2021. In addition, under the amended terms, loans under the Securitization will accrue interest at a rate that is 1.15% higher than LIBOR, down from LIBOR plus 1.5% under the previous agreement, or a base rate equal to the highest of (i) the applicable lender’s “reference” or “prime” rate, or (ii) the federal funds rate plus 0.50%. The Securitization also includes an unused fee at a rate that ranges from 45 to 90 basis points depending on the level of utilization under securitization.

Senior Unsecured Revolving Credit Facility

The company has a $33 million senior unsecured revolving credit facility maturing December 20, 2019, available for letters of credit. The interest rate associated with the credit facility is 1.85%. As of December 31, 2018 and December 31, 2017, the Company had $30 million and $0 million of outstanding letters of credit.

Senior Secured Credit Facility

On October 26, 2018, the Company refinanced its senior secured term loan facility due 2020 with a $6 billion senior secured credit facility due 2023 which consists of a $1.25 billion five year revolver and a $4.75 billion senior secured term loan facility. See “Senior Secured Revolving Credit Facility Due October 2023” and “Senior Secured Term Loan Facility Due October 2023” sections within this note. In addition, the applicable interest rates on the Company’s existing Senior Secured Term Loan Facilities were refinanced, see “Senior Secured Term Loan Facility Due June 2020”, “Senior Secured Term Loan Facility Due July 2022”, and “Senior Secured Term Loan Facility Due April 2024” sections within this note.

The senior secured term loan facilities also require mandatory prepayments based on a percentage of excess cash flow generated by the Company if the Company does not satisfy the leverage ratio. All obligations under the senior secured term loan facilities are fully and unconditionally guaranteed by most of the domestic, wholly-owned material subsidiaries of the Company, subject to certain exceptions.

Senior Secured Revolving Credit Facility Due October 2023

On October 26, 2018, the Company refinanced its $1.25 billion senior secured revolving credit facility maturing on June 2, 2020 extending the maturity to October 26, 2023. Up to $250 million of the senior secured revolving credit facility is available for letters of credit, of which $5 million and $29 million of letters of credit were issued under the facilities as of December 31, 2018 and 2017, respectively. All letters of credit expire on or prior to January 1, 2020 with a one-year renewal option. As of December 31, 2018, $995 million remained available. Interest on the senior secured revolving credit facility refinanced in 2018 is payable at a rate equal to either (a) LIBOR for deposits in the applicable currency plus 1.50% or (b) solely with respect to revolving loans denominated in U.S. dollars, a base rate plus 0.50%. Interest on the senior secured revolving credit facility outstanding in 2017 was payable at a rate equal to either (a) LIBOR for deposits in the applicable currency plus 3.50% or (b) solely with respect to revolving loans denominated in U.S. dollars, a base rate plus 2.50%. The weighted-average interest rate on these facilities was 3.85% and 5.74% for the years ended December 31, 2018 and 2017, respectively. The new commitment fee rate for the unused portion of the facility is 0.375% per year. Previously, the commitment fee rate for the unused portion of the facility was 0.50% per year. The applicable interest rate and commitment fee may be reduced based on the Company’s leverage ratio.

Senior Secured Term Loan Facility Due June 2020

On January 23, 2017, the Company incurred an aggregate principal amount of $1.3 billion in new U.S. dollar denominated term loans maturing on June 2, 2020. The interest rate applicable to this term loan facility was either LIBOR plus 1.75% or a base rate plus 0.75%. The Company is required to make quarterly principal payments of 1.25% on this term loan facility. The term loan facility was utilized to pay down a portion of the existing 6.75% senior secured first lien notes. In connection with this transaction, the Company recorded $56 million in loss on debt extinguishment for the year ended December 31, 2017.

In November 2017, the Company incurred additional debt of $250 million against this term loan facility to partially fund the purchase of BluePay. The Company made principal payments of $57 million and $70 million in 2018 and 2017, respectively.

On October 5, 2018, the Company made a prepayment of $500 million utilizing $344 million of cash from operations and $156 million of borrowings from the receivable securitization facility. On October 26, 2018, the Company repaid the remaining outstanding balance of $923 million from the proceeds of the new senior secured term loan due October 2023. In connection with these transactions, the Company recorded $4 million in loss on debt extinguishment for the year ended December 31, 2018.

Senior Secured Term Loan Facility Due July 2022

On June 14, 2017, the Company refinanced $2.7 billion of U.S. dollar-denominated senior secured term loans maturing on July 2022 and paid off $1.0 billion of euro-denominated senior secured term loans maturing on March 2021 and July 2022. The U.S. dollar-denominated July 2022 term loan facility was upsized by $1.0 billion, to pay

 

-18-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

off the euro-denominated term loans. Post transaction, the U.S. dollar-denominated July 2022 term loan facility approximates $3.8 billion of U.S. dollar-denominated term loans maturing July 2022. In connection with this transaction, the Company recorded $9 million in loss on debt extinguishment and $4 million in debt issuance costs for the year ended December 31, 2017. The interest rate applicable to this term loan facility is either LIBOR plus 2.00% or a base rate plus 1.00% as of December 31, 2018 and either LIBOR plus 2.25% or a base rate plus 1.25 as of December 31, 2017.

In December 2018, the Company repaid $775 million under the senior secured term loan facility due July 2022. In connection with this transaction, the Company recorded $7 million in loss on debt extinguishment for the year ended December 31, 2018. The Company made additional payments of $465 million throughout the year ended December 31, 2018 on the senior secured term loan facility due July 2022.

Senior Secured Term Loan Facility Due October 2023

On October 26, 2018, the Company issued $4.75 billion of U.S. dollar-denominated senior secured term loans maturing October 2023. The interest rate applicable to the term loan facility is either LIBOR plus 1.50% or a base rate plus 0.50% as of December 31, 2018. The Company is required to make quarterly principal payments of 0.625% on this term loan facility in the initial year and 1.25% thereafter. In October 2018, the Company drew down $975 million and repaid the remaining balance of the senior secured term loan facility due June 2020 of $923 million. In December 2018, the Company drew down $3.775 billion and repaid in full the 7.0% senior unsecured notes due 2023 and amounts outstanding under the senior secured term loan facility due July 2022.

Senior Secured Term Loan Facility Due April 2024

On November 15, 2017, the Company refinanced $3.9 billion of U.S. dollar-denominated senior secured term loans maturing on April 2024. The proceeds were utilized to pay down the existing March 2021 term loan facility. In connection with this transaction, the Company recorded $9 million in loss on debt extinguishment for the year ended December 31, 2017.The interest rate applicable to this term loan facility is either LIBOR plus 2.00% or a base rate plus 1.00% as of December 31, 2018 and either LIBOR plus 2.25% or a base rate plus 1.25% as of December 31, 2017.

5.375% Senior Secured First Lien Notes Due August 2023

On August 11, 2015, the Company issued $1.2 billion aggregate principal amount of 5.375% senior secured first lien notes due August 15, 2023. Interest on the notes will be payable semi-annually in cash each year, commencing on February 15, 2016. The Company may redeem the notes, in whole or in part, prior to August 15, 2020 at established redemption prices plus accrued and unpaid interest to the redemption date. Thereafter, the Company may redeem the notes at par.

5.0% Senior Secured First Lien Notes Due January 2024

On March 29, 2016, the Company issued additional $900 million aggregate principal amount to the existing $1.0 billion principal amount issued November 25, 2015 of 5.0% senior secured first lien notes due January 2024. The Company may redeem the notes, in whole or in part, prior to January 15, 2019 at a price equal to 100% of the notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole premium”. Thereafter, the Company may redeem the notes, in whole or in part, at established redemption prices.

5.75% Senior Secured Second Lien Notes Due January 2024

On November 25, 2015, the Company issued $2.2 billion aggregate principal amount of 5.75% senior secured second lien notes due January 15, 2024. Interest on the notes is payable semi-annually in cash on January 15 and July 15 of each year. The Company may redeem the notes, in whole or in part, prior to January 15, 2019 at a price equal to 100% of the notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole premium”. Thereafter, the Company may redeem the notes, in whole or in part, at established redemption prices.

7.0% Senior Unsecured Notes Due December 2023

On November 18, 2015, the Company issued $3.4 billion aggregate principal amount of 7.0% senior unsecured notes due December 1, 2023. Interest on the notes is payable semi-annually in cash on June 1 and December 1 of each year. In December 2018, the Company repaid in full the 7% senior unsecured notes due 2023. In connection with this transaction, the Company recorded $142 million in loss on debt extinguishment.

 

-19-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Maturities

The following table presents the future aggregate annual maturities of the Company’s capital leases and long-term debt excluding unamortized discounts and deferred financing cost:

 

Year ended December 31,

(in millions)                        

   Par Amount  

2019

   $ 227  

2020

     292  

2021

     311  

2022

     2,800  

2023

     5,161  

Thereafter

     7,956  
  

 

 

 

Total

   $ 16,747  
  

 

 

 

Guarantees and Covenants

All obligations under the senior secured revolving credit facility and senior secured term loan facilities are unconditionally guaranteed by most of the existing and future, direct and indirect, wholly-owned, material domestic subsidiaries of the Company. The senior secured facilities contain a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness; create liens; enter into sale and leaseback transactions; engage in mergers or consolidations; sell or transfer assets; pay dividends and distributions or repurchase the Company’s capital stock; make investments, loans or advances; prepay certain indebtedness; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing certain indebtedness; and change its lines of business. The senior secured facilities also require the Company to not exceed a maximum senior secured leverage ratio and contain certain customary affirmative covenants and events of default, including a change of control. The senior secured term loan facilities also require mandatory prepayments based on a percentage of excess cash flow generated by the Company. The Company is in compliance with all applicable covenants.

All senior secured notes are guaranteed on a senior secured basis by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries that guarantees the Company’s senior secured credit facilities. Each of the guarantees of the notes is a general senior obligation of each guarantor and rank senior in right of payment to all existing and future subordinated indebtedness of the guarantor subsidiary. The notes rank equal in right of payment with all existing and future senior indebtedness of the guarantor subsidiary but are effectively senior to the guarantees of the Company’s existing senior unsecured notes and the Company’s existing senior secured second lien notes to the extent of the Company’s and the guarantor subsidiary’s value of the collateral securing the notes. The 5.375% senior secured first lien notes and 5.0% senior secured first lien notes are effectively equal in right of payment with each other and the guarantees of the Company’s senior secured credit facilities. Each series of notes are effectively subordinated to any obligations secured by liens permitted under the indenture for the particular series of notes and structurally subordinated to any existing and future indebtedness and other liabilities of any subsidiary of a guarantor that is not also a guarantor of the notes.

All obligations under the senior secured first lien notes and senior secured second lien notes also contain a number of covenants similar to those described for the senior secured obligations. The Company is in compliance with all applicable covenants.

 

-20-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Note 3: Revenue Recognition

Disaggregation of Revenue

The following tables present revenues disaggregated by primary geographical regions and product types for year ended December 31, 2018:

 

     Year ended December 31, 2018  

(in millions)

   Global Business
Solutions
     Global Financial
Solutions
     Network & Security
Solutions
     Total  

North America

   $ 4,414      $ 1,721      $ 1,441      $ 7,576  

EMEA

     679        439        14        1,132  

LATAM

     333        133        1        467  

APAC

     201        115        7        323  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Revenue(a)(b)

   $ 5,627      $ 2,408      $ 1,463      $ 9,498  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

See note 8 “Segment Information” for the reconciliation to segment revenues.

(b)

Global Business Solutions includes non wholly-owned entities and Global Financial Solutions includes reimbursable items, which includes postage and customized orders.

 

     Year ended December
31, 2018
 

(in millions)

   Total  

Transaction and processing services

   $ 8,421  

Hardware, Professional Services, and Other

     1,077  
  

 

 

 

Total Revenue(a)

   $ 9,498  
  

 

 

 

 

(a)

See note 8 “Segment Information” for the reconciliation to segment revenues.

Contract Balances

Accounts Receivable

As of December 31, 2018 and 2017, long-term accounts receivable, net of allowance for doubtful accounts, included within “Other long-term assets” in the consolidated balance sheets was $220 million and $272 million, respectively.

Contract Liabilities

The following table presents the changes in deferred revenue for year ended December 31, 2018:

 

(in millions)

   Year ended December 31,
2018
 

Balance, beginning of the period

   $ 344  

New Revenue Standard adjustments

     (39

Deferral of revenue

     258  

Recognition of unearned revenue

     (223

Other (primarily foreign currency translation)

     (42
  

 

 

 

Balance, end of period

   $ 298  
  

 

 

 

Remaining Performance Obligation

Over 95% of the Company’s performance obligations relate to transaction and processing services or hardware that are subject to a practical expedient (e.g., variable consideration) or point in time recognition, respectively. The Company’s contracts with customers typically do not specify fixed revenues to be realized. Certain customer contracts contain fixed minimums and non-refundable up-front fees (fixed price guarantees). However, the amounts which are considered fixed price guarantees are not material to total consolidated revenue. The Company’s contracts with Small Medium Business (SMB) merchants within the Global Business Solutions segment typically have a contractual duration of less than one year. Larger contracts in the Global Business Solutions, Global Financial Solutions, and Network & Security Solutions segments typically have contractual terms ranging from one to fifteen years with variability being resolved on a daily basis.

Costs to Obtain and Fulfill a Contract

The Company capitalizes incremental costs to obtain new contracts and contract renewals and amortizes these costs on a straight-line basis as a reduction of revenue over the benefit period, which is generally the contract term, unless a commensurate payment is not expected at renewal. As of December 31, 2018 and 2017, the Company had $152 million and $145 million, respectively, of capitalized contract costs included within “Other intangibles, net” on the consolidated balance sheets. For the years ended December 31, 2018, 2017, and 2016 the Company had $51 million, $56 million, and $65 million respectively, of contra-revenue related to these costs.

 

-21-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company expenses sales commissions as incurred for the Company’s sales commission plans that are paid on recurring monthly revenues, portfolios of existing customers, or have a substantive stay requirement prior to payment.

The Company capitalizes conversion related costs associated with enabling customers to receive its processing services. These costs are amortized on a straight-line basis over the expected benefit period of seven years based on the related services being provided, and are reflected within “Depreciation and amortization” in the Company’s consolidated statement of income. As of December 31, 2018 and 2017, the Company had $172 million and $160 million, respectively, of capitalized conversion costs, net of amortization, included within “Other intangibles, net” on the consolidated balance sheets. For the years ended December 31, 2018, 2017, and 2016, the Company had $41 million, $30 million, and $29 million, respectively, of amortization expense related to these costs.

Note 4: Goodwill and Other Intangibles

The following table presents changes to goodwill for the years ended December 31, 2017 and 2018:

 

(in millions)

   Global Business
Solutions
     Global Financial
Solutions
     Network &
Security
Solutions
    Totals  

Balance as of January 1, 2017

          

Goodwill

   $ 15,505      $ 1,966      $ 2,284     $ 19,755  

Accumulated impairment losses

     (1,363      (683      (1,013     (3,059
  

 

 

    

 

 

    

 

 

   

 

 

 
     14,142        1,283        1,271       16,696  
  

 

 

    

 

 

    

 

 

   

 

 

 

Acquisitions

     875        —          —         875  

Dispositions

     —          (17      (48     (65

Other adjustments (primarily foreign currency)

     104        100        —         204  
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance as of December 31, 2017

          

Goodwill

     16,484        2,049        2,236       20,769  

Accumulated impairment losses

     (1,363      (683      (1,013     (3,059
  

 

 

    

 

 

    

 

 

   

 

 

 
     15,121        1,366        1,223       17,710  
  

 

 

    

 

 

    

 

 

   

 

 

 

Acquisitions

     6        —          —         6  

Dispositions

     —          (141      —         (141

Other adjustments (primarily foreign currency)

     (65      (49      (1     (115
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance as of December 31, 2018

          

Goodwill

     16,425        1,859        2,235       20,519  

Accumulated impairment losses

     (1,363      (683      (1,013     (3,059
  

 

 

    

 

 

    

 

 

   

 

 

 
   $ 15,062      $ 1,176      $ 1,222     $ 17,460  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

-22-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The intangible amortization expense associated with customer relationships and other intangibles, including amortization associated with investments in affiliates, was as follows for the periods indicated:

 

Year ended December 31,

(in millions)                      

   Amount  

2018

   $ 770  

2017

     752  

2016

     761  

The carrying value of the First Data trade name is $604 million for both the years ended December 31, 2018 and 2017. Upon consideration of many factors, including the determination that there are no legal, regulatory or contractual provisions that limit the useful life of the First Data trade name, the Company determined that the First Data trade name had an indefinite useful life. The Company also considered the effects of obsolescence, demand, competition, other economic factors, and its ability to maintain and protect the trade name without significant expenditures. The First Data trade name is expected to contribute directly or indirectly to the future cash flows of the Company for an indefinite period. As an indefinite lived asset, the First Data trade name is not amortized but is reviewed annually for impairment until such time as it is determined to have a finite life. The First Data trade name was not impaired as of December 31, 2018 or 2017.

The following table provides the components of other intangibles:

 

     As of December 31,  
     2018      2017  

(in millions)

   Cost      Accumulated
Amortization
    Net of
Accumulated
Amortization
     Cost      Accumulated
Amortization
    Net of
Accumulated
Amortization
 

Customer relationships

   $ 7,272      $ (5,509   $ 1,763      $ 8,124      $ (5,940   $ 2,184  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Other intangibles:

               

Conversion costs

   $ 271      $ (99   $ 172      $ 302      $ (142   $ 160  

Contract costs

     317        (165     152        324        (179     145  

Software

     2,262        (1,646     616        2,552        (1,920     632  

Other, including trade names

     1,314        (361     953        1,422        (424     998  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total other intangibles

   $ 4,164      $ (2,271   $ 1,893      $ 4,600      $ (2,665   $ 1,935  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

The estimated future aggregate amortization expense for the next five years is as follows:

 

Year ended December 31,

(in millions)                      

   Amount(a)  

2019

   $ 643  

2020

     581  

2021

     442  

2022

     356  

2023

     245  

 

(a)

Actual amortization expense will be higher due to future activity that generates new intangible assets.

The Company evaluates contract costs, conversion costs, and all other long lived assets for impairment on an annual basis or whenever events of changes in circumstances indicate that the carrying amounts may not be recoverable. Any assets that are determined to be unrecoverable are written down to their fair value.

 

-23-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Note 5: Stock Compensation Plans

The Company provides stock-based compensation awards to its employees under the 2015 Omnibus Incentive Plan (stock plan). The total number of shares of Class A common stock that may be issued under the stock plan is 71 million, plus any shares of Class B common stock subject to outstanding awards granted under the Company’s 2007 Equity Plan that are forfeited, terminated, canceled, expired unexercised, withheld in payment of the exercise price, or withheld to satisfy tax withholding obligations which automatically converted on a one-for-one basis into shares of Class A common stock. The stock plan allows for the Company to award an equity interest in the Company or an award that can be settled in cash measured by reference to the value of the Company’s Class A common stock.

Total stock-based compensation expense recognized in the “Cost of revenues” and “Selling, general, and administrative” line items of the consolidated statements of income resulting from stock options, non-vested restricted stock awards, and non-vested restricted stock units was as follows for the years ended December 31, 2018, 2017, and 2016:

 

Year ended December 31,

(in millions)                        

   Cost of revenues      Selling, general,
and
administrative
     Total  

2018

   $ 44      $ 204      $ 248  

2017

     72        173        245  

2016(a)

     112        151        263  

 

(a)

Directly associated with the Company’s initial public offering, the Company incurred $52 million in stock-based compensation expense during 2016.

Employee Stock Purchase Plan

The Company has an employee stock purchase plan under which the sale of 6.3 million shares of the Company’s common stock is authorized. The price for shares purchased under the plan is 95% of the market value on the last day of each calendar quarter. For the years ended December 31, 2018, 2017, and 2016 the amount of shares issued under the plan were not material.

Stock Options

During the years ended December 31, 2018, 2017, and 2016, time-based options were granted under the stock plan. The time-based options have a contractual term of 10 years. Time-based options vest equally over a three to five year period from the date of issuance.

As of December 31, 2018, there was approximately $25 million of total unrecognized compensation expense related to stock options to be recognized over a weighted-average period of approximately two years.

The fair value of stock options granted for the years ended December 31, 2018, 2017, and 2016 were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

 

     Year ended December 31,  
     2018     2017     2016  

Risk-free interest rate

     2.88     2.28     2.08

Dividend yield

     —         —         —    

Expected volatility

     29.59     38.97     41.33

Expected term (in years)

     7       7       7  

Fair value of options

   $ 8.12     $ 7.52     $ 5.33  

Risk-free interest rate-The risk-free rate for stock options granted during the period was determined by using a zero-coupon U.S. Treasury rate for the periods that coincided with the expected terms listed above.

Expected dividend yield-No routine dividends are currently being paid, or are expected to be paid in future periods.

Expected volatility-As the Company does not have sufficient historical data due to its relatively short history of being publicly traded, the expected volatility is based on the historical volatilities of a group of guideline companies.

Expected term-The Company estimated the expected term by utilizing the “simplified method” as allowed by the SEC.

Fair value of options-The Company determined the fair value based on discounted cash flows and comparison to a group of guideline companies prior to being publicly traded on October 15, 2015 and the Company’s closing stock price thereafter.

 

-24-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

A summary of stock option activity for the years ended December 31, 2018 and 2017 was as follows:

 

(options in millions)

   Options      Weighted-
Average
Exercise Price
     Weighted-
Average

Remaining
Contractual
Term
     Aggregate
Intrinsic Value
(in millions)
 

Outstanding as of December 31, 2016

     39      $ 12.00        

Granted

     —          —          

Exercised

     (5      9.94        

Canceled / Forfeited

     —          —          
  

 

 

          

Outstanding as of December 31, 2017

     34        12.27        6 years      $ 150  
  

 

 

          

Granted

     1        19.36        

Exercised

     (5      10.38        

Canceled / Forfeited

     —          —          
  

 

 

          

Outstanding as of December 31, 2018

     30        12.70        5 years      $ 124  
  

 

 

          

Options exercisable as of December 31, 2018

     24        11.98        5 years      $ 117  

The total intrinsic value related to stock options exercised for the years ended December 31, 2018, 2017, and 2016 was $50 million, $32 million, and $6 million, respectively.

Restricted Stock Awards and Restricted Stock Units

The grant date fair value of each award is based on the closing stock price at the date of grant. Grants were made as incentive awards, which generally vest 20% on the first anniversary, 40% on the second anniversary, and the remaining 40% on the third anniversary. As of December 31, 2018, there was approximately $259 million of total unrecognized compensation expense related to restricted stock that will be recognized over the respective service period of approximately one year. During 2018, 2017, and 2016, the Company did not pay any significant cash amounts to repurchase stock awards from employees that terminated employment with the Company.

A summary of restricted stock award and restricted stock unit activity for the years ended December 31, 2018 and 2017 is as follows:

 

(awards/units in millions)

   Awards/Units      Weighted-Average
Grant-Date Fair Value
 

Non-vested as of December 31, 2016

     34      $ 13.59  

Granted

     23        16.94  

Vested

     (15      13.86  

Canceled / Forfeited

     (4      14.11  
  

 

 

    

Non-vested as of December 31, 2017

     38        15.47  
  

 

 

    

Granted

     12        16.80  

Vested

     (14      14.79  

Canceled / Forfeited

     (4      15.82  
  

 

 

    

Non-vested as of December 31, 2018

     32        16.24  
  

 

 

    

The total fair value of shares vested (measured as of the date of vesting) for the years ended December 31, 2018, 2017, and 2016 was $215 million, $204 million, and $137 million, respectively.

Note 6: Stockholders’ Equity and Redeemable Noncontrolling Interest

Dividends

The Company’s senior secured revolving credit facility, senior secured term loan facility, and the indentures governing the senior secured notes limit the Company’s ability to pay dividends. The restrictions are subject to numerous qualifications and exceptions, including an exception that allows the Company to pay a dividend to repurchase, under certain circumstances, stock held by employees, officers and directors that were obtained in connection with the stock compensation plan. The Company has not paid any cash dividends since the IPO.

 

-25-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Other Comprehensive Income

The income tax effects allocated to and the cumulative balance of each component of OCI are as follows:

 

(in millions)

   Beginning
Balance
    Pretax
Gain
(Loss)
Amount
    Tax
(Benefit)
Expense
    Net-of-
Tax
Amount
    Ending
Balance
 

As of December 31, 2018

          

Foreign currency translation adjustment(a)

   $ (1,128   $ (124   $ (4   $ (120   $ (1,248

Pension liability adjustments

     (26     (5     (3     (2     (28

Derivative instruments

     12       (46     —         (46     (34

Other

     (2     —         (2     2       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ (1,144   $ (175   $ (9   $ (166   $ (1,310
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2017

          

Foreign currency translation adjustment(a)

   $ (1,317   $ 165     $ (24   $ 189     $ (1,128

Pension liability adjustments

     (98     93       21       72       (26

Derivative instruments

     3       9       —         9       12  

Other

     (2     —         —         —         (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ (1,414   $ 267     $ (3   $ 270     $ (1,144
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2016

          

Foreign currency translation adjustment(a)

   $ (1,169   $ (149   $ (1   $ (148   $ (1,317

Pension liability adjustments(b)

     (136     34       (4     38       (98

Derivative instruments

     —         3       —         3       3  

Other

     (2     —         —         —         (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ (1,307   $ (112   $ (5   $ (107   $ (1,414
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Net-of-tax Foreign currency translation adjustment for the years ended December 31, 2018, 2017, and 2016 is different than the amount presented on the consolidated statements of comprehensive income by $(7) million, $12 million, and $(5) million, respectively, due to the foreign currency translation adjustment related to noncontrolling interests not included above.

(b)

2016 pretax benefit includes an approximate $10 million reclassification out of OCI to “Interest expense, net” in the consolidated statements of income related to the lump sum cash payout of certain U.S. based pension liabilities.

Redeemable Noncontrolling Interest

The following table presents a summary of the redeemable noncontrolling interest activity:

 

(in millions)

   Redeemable
Noncontrolling
Interest
 

Balance as of January 1, 2016

   $ 77  

Distributions

     (33

Share of income

     33  

Adjustment to redemption value of redeemable noncontrolling interest

     (4
  

 

 

 

Balance as of December 31, 2016

     73  

Distributions

     (31

Share of income

     31  

Adjustment to redemption value of redeemable noncontrolling interest

     (1
  

 

 

 

Balance as of December 31, 2017

     72  

Distributions

     (32

Share of income

     31  

Adjustment to redemption value of redeemable noncontrolling interest

     6  
  

 

 

 

Balance as of December 31, 2018

   $ 77  
  

 

 

 

Note 7: Net Income Per Share Attributable to First Data Corporation

Basic net income per share is calculated by dividing net income attributable to FDC by the weighted-average shares outstanding during the period, without consideration for any potential dilutive shares. Diluted net income per share has been computed to give effect to the impact, if any, of shares issuable upon the assumed exercise of the Company’s common stock equivalents, which consist of outstanding stock options and unvested restricted stock. The dilutive effect of potentially dilutive securities is reflected in net income per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. Both Class A and B common stock are included in the net income per share attributable to First Data Corporation calculation because they have the same rights other than voting.

 

-26-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The following table sets forth the computation of the Company’s basic and diluted net income attributable to First Data Corporation per share for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31,  

(in millions, except per share amounts)

   2018      2017      2016  

Numerator:

        

Net income attributable to First Data Corporation

   $ 1,005      $ 1,465      $ 420  

Denominator:

        

Weighted-average shares used in computing net income per share, basic

     929        916        902  

Effect of dilutive securities

     28        24        19  
  

 

 

    

 

 

    

 

 

 

Total dilutive securities

     957        940        921  
  

 

 

    

 

 

    

 

 

 

Net income attributable to First Data Corporation per share:

        

Basic

   $ 1.08      $ 1.60      $ 0.47  

Diluted(a)

     1.05        1.56        0.46  

Anti-dilutive shares excluded from diluted net income per share

     5        12        21  

 

(a)

Potentially dilutive securities whose effect would have been anti-dilutive are excluded from the computation of diluted earnings per share for all periods presented.

Note 8: Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by a company’s chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company is organized into three segments: Global Business Solutions, Global Financial Solutions, and Network & Security Solutions.

The business segment measurements provided to and evaluated by the CODM are computed in accordance with the principles listed below:

 

   

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

 

   

Intersegment revenues are eliminated in the segment that sells directly to the end market.

 

   

Segment revenue excludes reimbursable items.

 

   

Segment EBITDA (earnings before net interest expense, income taxes, depreciation, and amortization) includes equity earnings in affiliates and excludes depreciation and amortization expense, net income attributable to noncontrolling interests, other operating expenses, net, other income, and stock-based compensation.

 

   

For significant affiliates, segment revenue and segment EBITDA are reflected based on the Company’s proportionate share of the results of the Company’s investments in businesses accounted for under the equity method and consolidated subsidiaries with noncontrolling ownership interests. For other affiliates, the Company includes equity earnings in affiliates, excluding amortization expense, in segment revenue and segment EBITDA.

 

   

Corporate operations include corporate-wide governance functions such as the Company’s executive management team, tax, treasury, internal audit, corporate strategy, and certain accounting, human resources and legal costs related to supporting the corporate function. Costs incurred by Corporate that are attributable to a segment are allocated to the respective segment.

 

-27-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The following tables present the Company’s reportable segment results for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31, 2018  

(in millions)

   Global Business
Solutions
     Global
Financial
Solutions
     Network &
Security
Solutions
     Corporate     Totals  

Revenues:

             

Total revenues

   $ 5,537      $ 1,596      $ 1,489      $ —       $ 8,622  

Equity earnings in affiliates

     35        —          —          —         35  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total segment revenues

   $ 5,572      $ 1,596      $ 1,489      $ —       $ 8,657  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 510      $ 339      $ 120      $ 7     $ 976  

Segment EBITDA

     1,995        662        778        (171     3,264  

 

     Year ended December 31, 2017  

(in millions)

   Global Business
Solutions
     Global
Financial
Solutions
     Network &
Security
Solutions
     Corporate     Totals  

Revenues:

             

Total revenues

   $ 4,869      $ 1,623      $ 1,543      $ —       $ 8,035  

Equity earnings in affiliates

     30        —          —          —         30  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total segment revenues

   $ 4,899      $ 1,623      $ 1,543      $ —       $ 8,065  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 457      $ 352      $ 126      $ 12     $ 947  

Segment EBITDA

     1,824        680        729        (167     3,066  
     Year ended December 31, 2016  

(in millions)

   Global Business
Solutions
     Global
Financial
Solutions
     Network &
Security
Solutions
     Corporate     Totals  

Revenues:

             

Total revenues

   $ 4,645      $ 1,593      $ 1,485      $ —       $ 7,723  

Equity earnings in affiliates

     36        —          —          —         36  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total segment revenues

   $ 4,681      $ 1,593      $ 1,485      $ —       $ 7,759  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 435      $ 357      $ 115      $ 14     $ 921  

Segment EBITDA

     1,725        646        666        (145     2,892  

The following table presents a reconciliation of reportable segment amounts to the Company’s consolidated balances for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Total segment revenues

   $ 8,657      $ 8,065      $ 7,759  

Adjustments:

        

Non wholly-owned entities(a)

     22        64        80  

Reimbursable items(b)

     819        3,923        3,745  
  

 

 

    

 

 

    

 

 

 

Consolidated revenues

   $ 9,498      $ 12,052      $ 11,584  
  

 

 

    

 

 

    

 

 

 

Total segment EBITDA

   $ 3,264      $ 3,066      $ 2,892  

Adjustments:

        

Non wholly-owned entities(a)

     35        30        30  

Depreciation and amortization

     (1,009      (972      (949

Interest expense, net

     (917      (931      (1,078

Loss on debt extinguishment

     (153      (80      (70

Other items(c)

     82        (132      (61

Income tax (expense) benefit

     (49      729        (81

Stock-based compensation

     (248      (245      (263
  

 

 

    

 

 

    

 

 

 

Net income attributable to First Data Corporation

   $ 1,005      $ 1,465      $ 420  
  

 

 

    

 

 

    

 

 

 

 

(a)

Net adjustment to reflect the Company’s proportionate share of the results of the Company’s investments in businesses accounted for under the equity method and consolidated subsidiaries with noncontrolling ownership interests. Segment revenue for the Company’s significant affiliates is reflected based on the Company’s proportionate share of the results of the Company’s investments in businesses accounted for under the equity method and consolidated subsidiaries with noncontrolling ownership interests. For other affiliates, the Company includes equity earnings in affiliates, excluding amortization expense, in segment revenue.

(b)

Reimbursable items for the year ended December 31, 2018 reflect adoption of the New Revenue Standard.

(c)

See “Other operating expenses, net” and “Other income” in the Company’s consolidated statements of income.

Total segment assets, capital expenditures, and investment in unconsolidated affiliates are not disclosed, as the Company’s CODM does not utilize such information when allocating resources to the segment or when assessing the segments’ performance.

 

-28-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The following table presents a reconciliation of reportable segment depreciation and amortization expense to the amounts in the consolidated balances in the consolidated statements of cash flows and consolidated statements of income for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Segment depreciation and amortization

   $ 976      $ 947      $ 921  

Adjustments for non-wholly-owned entities

     63        70        75  

Amortization of payments for customer contracts(a)

     51        56        65  
  

 

 

    

 

 

    

 

 

 

Total consolidated depreciation and amortization per consolidated statements of cash flows

     1,090        1,073        1,061  
  

 

 

    

 

 

    

 

 

 

Amortization of equity method investment(b)

     (30      (45      (47

Amortization of payments for customer contracts(a)

     (51      (56      (65
  

 

 

    

 

 

    

 

 

 

Total consolidated depreciation and amortization per consolidated statements of income

   $ 1,009      $ 972      $ 949  
  

 

 

    

 

 

    

 

 

 

 

(a)

Included in “Revenues excluding reimbursable items” as contra-revenue in the Company’s consolidated statements of income.

(b)

Included in “Equity earnings in affiliates” in the Company’s consolidated statements of income.

The following tables presents revenues and long-lived assets by principal geographic area for the years ended December 31, 2018, 2017, and 2016:

 

(in millions)

   United
States
     International      Total  

Revenues:

        

2018

   $ 7,463      $ 2,035      $ 9,498  

2017

     10,201        1,851        12,052  

2016

     9,890        1,694        11,584  

Long-Lived Assets:

        

2018

   $ 20,118      $ 1,903      $ 22,021  

2017

     20,324        2,456        22,780  

2016

     18,846        2,272        21,118  

 

-29-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Note 9: Income Tax

The components of pretax income and provision for income taxes for the years ended December 31, 2018, 2017, and 2016, consisted of the following:

 

     Year ended December 31,  

(in millions)

   2018     2017     2016  

Components of pretax income:

      

Domestic

   $ 535     $ 484     $ 492  

Foreign

     712       451       249  
  

 

 

   

 

 

   

 

 

 

Pretax income

   $ 1,247     $ 935     $ 741  
  

 

 

   

 

 

   

 

 

 

Provision for income taxes:

      

Federal

   $ 18     $ (795   $ 20  

State and local

     (66     (32     20  

Foreign

     97       98       41  
  

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

   $ 49     $ (729   $ 81  
  

 

 

   

 

 

   

 

 

 

Effective income tax rate

     4     (78 )%      11

The Company’s effective tax rates differ from statutory rates as follows:

 

     Year ended December 31,  
     2018     2017     2016  

Federal statutory rate

     21     35     35

State income taxes, net of federal income tax benefit

     1       2       2  

Nontaxable income from noncontrolling interests

     (3     (7     (11

Impact of foreign operations(a)

     5       (1     13  

Valuation allowances

     (4     (147     (35

Liability for unrecognized tax benefits

     (11     2       —    

Prior year adjustments(b)

     1       (10     3  

Enacted tax rate changes

     —         27       (1

Other tax reform bill impact for foreign related items

     —         17       —    

Equity compensation

     (1     —         5  

Impact of divestitures

     (4     2       —    

Research and development tax credits

     (2     —         —    

Other

     1       2       —    
  

 

 

   

 

 

   

 

 

 

Effective tax rate

     4     (78 )%      11
  

 

 

   

 

 

   

 

 

 

 

(a)

The impact of foreign operations includes the U.S. tax consequences of foreign operations.

(b)

Includes primarily prior year changes in estimates and true-ups for certain foreign and state net operating loss carryforwards as a result of tax rate and restructuring changes.

The Company’s income tax provision (benefit) consisted of the following components:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Current:

        

Federal

   $ (121    $ 8      $ 22  

State and local

     (24      23        24  

Foreign

     87        93        73  
  

 

 

    

 

 

    

 

 

 
     (58      124        119  
  

 

 

    

 

 

    

 

 

 

Deferred:

        

Federal

     139        (803      (2

State and local

     (42      (55      (4

Foreign

     10        5        (32
  

 

 

    

 

 

    

 

 

 
     107        (853      (38
  

 

 

    

 

 

    

 

 

 

Income tax expense (benefit)

   $ 49      $ (729    $ 81  
  

 

 

    

 

 

    

 

 

 

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the book and tax bases of the Company’s assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets are included in “Other long-term assets” and deferred tax liabilities are included in “Deferred tax liabilities” on the Company’s consolidated balance sheets.

 

-30-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The following table outlines the principal components of deferred tax items:

 

     As of December 31,  

(in millions)

   2018      2017  

Deferred tax assets related to:

     

Reserves and other accrued expenses

   $ 139      $ 66  

Employee related liabilities

     112        121  

Deferred revenues

     16        30  

Net operating losses and tax credit carryforwards

     1,693        2,281  

U.S. foreign tax credits on undistributed earnings

     48        39  

Foreign exchange loss

     2        —    
  

 

 

    

 

 

 

Total deferred tax assets

     2,010        2,537  

Valuation allowance

     (949      (1,214
  

 

 

    

 

 

 

Realizable deferred tax assets

     1,061        1,323  
  

 

 

    

 

 

 

Deferred tax liabilities related to:

     

Property, equipment, and intangibles

     (686      (772

Pension obligations

     (65      (67

Investment in affiliates and other

     (221      (209

Tax on foreign undistributed earnings

     (14      (12

Foreign exchange gain

     —          (35
  

 

 

    

 

 

 

Total deferred tax liabilities

     (986      (1,095
  

 

 

    

 

 

 

Net deferred tax asset

   $ 75      $ 228  
  

 

 

    

 

 

 

The Company’s deferred tax assets and liabilities included in the consolidated balance sheets were as follows:

 

     As of December 31,  

(in millions)

   2018      2017  

Deferred tax assets

   $ 172      $ 305  

Deferred tax liabilities

     (97      (77
  

 

 

    

 

 

 

Net deferred tax asset

   $ 75      $ 228  
  

 

 

    

 

 

 

As of December 31, 2018 and 2017, the Company had recorded valuation allowances of $0.9 billion and $1.2 billion, respectively, against its net deferred tax assets. The decrease to the valuation allowance of $0.3 billion in 2018 was primarily due to gain recapture in Luxembourg, which resulted in a corresponding reduction to the deferred tax asset related to net operating losses.

The following table presents the amounts of federal, state, and foreign net operating loss carryforwards, general business credit, and minimum tax credit carryforwards:

 

(in millions)

   Year ended December
31, 2018
 

Federal net operating loss carryforwards(a)

   $ 3,105  

State net operating loss carryforwards(b)

     4,835  

Foreign net operating loss carryforwards(c)

     2,622  

General business credit carryforwards(d)

     33  

Minimum tax credit carryforwards(e)

     15  

 

(a)

If not utilized, these carryforwards will expire by year 2037.

(b)

Will expire if not utilized, for the years 2019, 2020, and 2021 of $244 million, $193 million, and $68 million, respectively, and the remaining through 2038.

(c)

Foreign net operating loss carryforwards of $49 million, if not utilized, will expire in years 2019 through 2038. The remaining foreign net operating loss carryforwards of $2.6 billion have an indefinite life.

(d)

If not utilized, these carryforwards will expire in years 2027 through 2038.

(e)

These carryforwards are refundable credits and will be utilized or refunded between 2019 and 2021.

The Company intends to indefinitely invest its net equity in its foreign operations, with the exception of any undistributed foreign earnings in those jurisdictions with positive earnings. Under the U.S. tax reform law changes enacted during 2017, all existing positive earnings were deemed to be distributed, and future foreign earnings generally will not be taxed in the U.S upon distribution. Accordingly, as of December 31, 2018, no provision had been made for U.S. federal and state income taxes on the cumulative amount of temporary differences related to investments in foreign subsidiaries. Upon sale or liquidation of these investments, the Company would potentially be subject to U.S., state, and foreign income taxes and withholding taxes payable to the various foreign countries. However, it is not practicable to determine the amount of any potential additional tax that may be payable in the event of a sale or liquidation of these investments.

On December 22, 2017, the Tax Cuts and Jobs Act (tax reform bill) was signed into law in the U.S. The provisions of the tax reform bill with the most significant implications to the Company were the reduction of the federal tax rate from 35% to 21%, the creation of a 100% participation exemption for foreign dividends, the enactment of a one-time transition tax on existing foreign earnings, limitations on the deductibility of interest expense, and the establishment of global intangible low-taxed income (GILTI) rules. The first three provisions impacted the year-ended December 31, 2017. At December 31, 2017, the Company made a reasonable estimate of the effects on its

 

-31-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

existing deferred tax balances, valuation allowance assessment for certain tax assets and the one-time transition tax. The Company recognized a provisional net tax expense of $353 million in the year ended December 31, 2017 related to the tax reform bill, which is included as a component of income tax expense from continuing operations. At December 31, 2018, the Company finalized its 2017 calculation under SAB 118 and did not materially change the net tax expense of $353 million related to the tax reform bill provisionally recorded in 2017.

The tax reform bill subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.

In addition, given the mechanics of the GILTI calculation, the FASB provides two methods to consider the realizability of net operating loss carryforwards in the valuation allowance assessment: (i) consider the realizable benefit of a net operating loss deferred tax asset by comparing the incremental cash taxes in the calculation of GILTI with and without the net operating loss (the incremental cash tax savings approach) or (ii) consider the tax law ordering to determine whether the net operating loss deferred tax asset is expected to be realized (the tax-law ordering approach). As of December 31, 2018, the Company has finalized its policy election to use the tax law ordering approach in its consideration of the realizability of net operating loss deferred tax assets in its valuation allowance assessment.

A reconciliation of the unrecognized tax benefits was as follows:

 

(in millions)

   Unrecognized Tax
Benefits
 

Balance as of January 1, 2016

   $ 249  

Increases for tax positions of prior years

     2  

Decreases for tax positions of prior years

     (1

Decreases for cash settlements with taxing authorities

     (1

Decreases due to the lapse of the applicable statute of limitations

     (9
  

 

 

 

Balance as of December 31, 2016

     240  

Increases for tax positions of prior years

     14  

Decreases for tax positions of prior years

     (10

Decreases for tax positions related to the current period

     (3

Decreases for cash settlements with taxing authorities

     (1

Decreases due to the lapse of the applicable statute of limitations

     (7

Decreases due to change in tax rates

     (13
  

 

 

 

Balance as of December 31, 2017

     220  

Increases for tax positions of prior years

     11  

Decreases for tax positions of prior years

     (122

Increases for tax positions related to the current period

     1  

Decreases due to the lapse of the applicable statute of limitations

     (15
  

 

 

 

Balance as of December 31, 2018

   $ 95  
  

 

 

 

Most of the unrecognized tax benefits are included in “Other long-term liabilities” on the consolidated balance sheets, net of the federal benefit on state income taxes (approximately $5 million as of December 31, 2018). However, those unrecognized tax benefits that affect the federal consolidated tax years ending December 31, 2008 through December 31, 2018 are included in “Other long-term assets” on the consolidated balance sheets, as these items reduce the Company’s net operating loss and credit carryforwards from those periods. The unrecognized tax benefits as of December 31, 2018, 2017, and 2016 included approximately $70 million, $130 million, and $133 million, respectively, of tax positions that, if recognized, would affect the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax expense (benefit)” in the consolidated statements of income. Cumulative accrued interest and penalties (net of related tax benefits) are not included in the ending balances of unrecognized tax benefits. Cumulative accrued interest and penalties are included in “Other long-term liabilities” on the consolidated balance sheets while the related tax benefits are included in “Other long-term assets” on the consolidated balance sheets. The following table presents the approximate amounts associated with accrued interest expense and the cumulative accrued interest and penalties:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Current year accrued interest expense (net of related tax benefits)

   $ 4      $ 6      $ 5  

Cumulative accrued interest and penalties (net of related tax benefits)

     13        60        48  

As of December 31, 2018, the Company anticipates it is reasonably possible that its liability for unrecognized tax benefits may decrease by approximately $17 million within the next 12 months as a result of the possible closure of federal tax audits, potential settlements with certain states and foreign countries, and the lapse of the statute of limitations in various state and foreign jurisdictions.

 

-32-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2018, the Company was no longer subject to income tax examination by the U.S. federal jurisdiction for years before 2008. State and local examinations are substantially complete through 2010. Foreign jurisdictions generally remain subject to examination by their respective authorities from 2007 forward, none of which are considered major jurisdictions.

Pursuant to the Tax Allocation Agreement executed at the time of the spin-off of The Western Union Company (Western Union) on September 29, 2006, Western Union was responsible for and required to indemnify the Company against all taxes, interest, and penalties that relate to Western Union for periods prior to the spin-off date. During 2018, a pre-spin-off audit cycle was settled for which Western Union indemnified the Company for tax positions covered under the Tax Allocation Agreement. There was no impact to 2018 earnings as a result of this indemnification.

Note 10: Related Party Transactions

Merchant Alliances

A substantial portion of the Company’s business within the Global Business Solutions segment is conducted through merchant alliances. Merchant alliances are alliances between the Company and financial institutions. If the Company has control over an alliance, then the alliance’s financial statements are consolidated with those of the Company and the related processing fees are treated as an intercompany transaction and eliminated upon consolidation. If the Company does not control the alliance, the Company uses the equity method of accounting to account for its investment in the alliance. As a result, the Company’s consolidated revenues include processing fees charged to alliances accounted for under the equity method. No directors or officers of the Company have ownership interests in any of the alliances. The formation of each of these alliances generally involves the Company and the bank contributing contractual merchant relationships to the alliance and a cash payment from one owner to the other to achieve the desired ownership percentage for each. The Company and the bank enter into a long-term processing service agreement as part of the negotiation process. This agreement governs the Company’s provision of transaction processing services to the alliance. As of December 31, 2018 and 2017, the Company had $32 million and $35 million, respectively, of amounts due from unconsolidated merchant alliances included within “Accounts receivable, net” in the Company’s consolidated balance sheets. As of December 31, 2018 and 2017, the Company had $4 million and $6 million, respectively, of amounts due to unconsolidated merchant alliances included within “Accounts payable and accrued liabilities” in the Company’s consolidated balance sheets.

Relationship with KKR Capital Markets

For the years ended December 31, 2018, 2017, and 2016, KKR Capital Markets LLC, an affiliate of KKR, acted as an arranger and bookrunner for various financing transactions under the existing credit agreements, and as an initial purchaser of certain existing notes issued by the Company. KKR Capital Markets LLC, did not receive any fees for the year ended December 31, 2018, but did receive underwriter and transactions fees totaling $2 million and $17 million for the years ended December 31, 2017 and 2016, respectively.

Indemnifications

In the third quarter of 2018, the Company agreed to indemnify the co-founders of KKR if their personal information is misused due to sharing their information under the EU’s 4th Money Laundering Directive for registering the Ultimate Beneficial Owners. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is unlimited. Management of the Company believes that such matters will not have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

Note 11: Other Operating Expenses, Net

The following table details the components of “Other operating expenses, net” in the consolidated statements of income:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Restructuring, net

   $ 85      $ 83      $ 49  

Deal and deal integration costs

     3        27        —    

Asset impairment

     —          13        —    

Merchant matters

     20        10        —    

Other

     11        10        2  
  

 

 

    

 

 

    

 

 

 

Other operating expenses, net

   $ 119      $ 143      $ 51  
  

 

 

    

 

 

    

 

 

 

 

-33-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Restructuring

During the years ended December 31, 2018, 2017, and 2016, the Company recorded restructuring charges in connection with ongoing expense management initiatives. The Company has ongoing initiatives, which are expected to result in approximately $20 million over the next twelve months. The Company continues to evaluate operating efficiencies and could incur further restructuring costs beyond these initiatives.

A summary of net pretax charges incurred by segment was as follows for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Global Business Solutions

   $ 22      $ 36      $ 9  

Global Financial Solutions

     13        17        10  

Network & Security Solutions

     25        8        3  

Corporate

     25        22        27  
  

 

 

    

 

 

    

 

 

 

Restructuring, net

   $ 85      $ 83      $ 49  
  

 

 

    

 

 

    

 

 

 

The following table summarizes the Company’s utilization of restructuring accruals for the years ended December 31, 2017 and 2018:

 

(in millions)

   Employee
Severance
     Other      Total  

Remaining accrual as of January 1, 2017

   $ 9      $ —        $ 9  

Employee expense

     83        —          83  

Cash payments and other

     (71      —          (71
  

 

 

    

 

 

    

 

 

 

Remaining accrual as of December 31, 2017

     21        —          21  
  

 

 

    

 

 

    

 

 

 

Employee expense

     67        —          67  

Exit costs

     —          18        18  

Cash payments and other

     (79      (11      (90
  

 

 

    

 

 

    

 

 

 

Remaining accrual as of December 31, 2018

   $ 9      $ 7      $ 16  
  

 

 

    

 

 

    

 

 

 

Deal and Deal Integration Costs

During 2017, the Company completed three acquisitions, the two largest were CardConnect and BluePay. In connection with these acquisitions, the Company incurred $27 million in deal and deal integration costs for the year ended December 31, 2017. Deal and deal integration costs include asset impairment of $9 million, banker fees and other costs to close the transaction of $7 million, and other integration costs. See note 13 “Acquisitions and Dispositions” of these consolidated financial statements for details regarding the Company’s acquisitions.

Asset Impairment

For the year ended December 31, 2017, the Company incurred $6 million loss on a prepaid asset related to an early contract terminated and a loss of $7 million related to write down of abandoned technology and property.

Merchant Matters

During the years ended December 31, 2018 and 2017 the Company incurred $20 million and $10 million, respectively, in costs related to customer matters.

Other

For the year ended December 31, 2018, the Company incurred $8 million in costs related to the transition of its card processing business in Central and South Eastern Europe. For the year ended December 31, 2017, the $10 million in costs is related to earnout expense associated with a previous acquisition.

 

-34-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Note 12: Settlement Assets and Obligations

Settlement assets and obligations result from the Company’s processing services and associated settlement activities, including settlement of payment transactions. Settlement assets are generated principally from merchant services transactions. Certain merchant settlement assets that relate to settlement obligations accrued by the Company are held by partner banks to which the Company does not have legal ownership but has the right to use to satisfy the related settlement obligation. The Company records corresponding settlement obligations for amounts payable to merchants and for payment instruments not yet presented for settlement.

The principal components of the Company’s settlement assets and obligations were as follows:

 

     As of December 31,  

(in millions)

   2018      2017  

Settlement assets:

     

Cash and cash equivalents

   $ 3,191      $ 1,738  

Due from card associations, bank partners, and merchants

     8,232        18,625  
  

 

 

    

 

 

 

Total settlement assets

   $ 11,423      $ 20,363  
  

 

 

    

 

 

 

Settlement obligations:

     

Payment instruments outstanding

   $ 12      $ 11  

Card settlements due to merchants

     11,411        20,352  
  

 

 

    

 

 

 

Total settlement obligations

   $ 11,423      $ 20,363  
  

 

 

    

 

 

 

The changes in settlement assets and obligations are presented on a net basis within operating activities in the consolidated statements of cash flows. However, because the changes in the settlement assets balance exactly offset changes in settlement obligations, the activity nets to zero.

Note 13: Acquisitions and Dispositions

2018 Acquisitions

In January 2018, the Company acquired 100% of GreekBill, a web-based billing and financial management company catering exclusively to fraternities and sororities. The purchase price was $17 million and GreekBill is reported as part of the Company’s Global Business Solutions segment. The acquisition of GreekBill had an immaterial impact on revenue and operating income.

2017 Acquisitions

In May 2017, the Company acquired 100% of Accullink Inc. (Acculynk), a leading technology company that delivers eCommerce solutions for debit card acceptance. The acquisition included Acculynk’s PaySecure debit routing technology and its range of other services. The purchase price was $85 million and Acculynk is reported as part of the Company’s Global Business Solutions segment.

In July 2017, the Company acquired 100% of CardConnect Corp. (CardConnect) for $763 million in cash, net of cash acquired. CardConnect is an innovative provider of payment processing and technology solutions and was one of the Company’s largest distribution partners. The transaction is expected to enable the Company to bring innovative partner management tools to improve merchant retention, accelerate the Company’s firm-wide independent software vendor (ISV) initiative and bring immediate capabilities in enterprise resource planning (ERP) integrated payment solutions to its customers. CardConnect operations are reported as part of the Company’s Global Business Solutions segment. The acquisition was accounted for as a business combination and the accounting is complete.

The following table summarizes the fair values of the assets acquired and liabilities assumed on the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets’ fair value was recorded as goodwill within the Company’s Global Business Solutions segment. The goodwill recognized was attributable to increased synergies that are expected to be achieved from the integration of CardConnect as well as potential revenue enhancements to the Company.

 

-35-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company accounted for the business combination as follows:

 

(in millions)

   Amount  

Other current assets

   $ 58  

Property and equipment

     7  

Intangible assets

     463  

Goodwill

     432  

Current liabilities

     (58

Deferred tax liabilities

     (139

The following table sets forth the components of the intangible assets:

 

(in millions)

  Acquisition-Date Fair
Value
    Useful Life (Years)  

Agent relationships

  $ 296       18  

Merchant relationships

    84       7  

Software systems

    39       5  

Residual buyouts

    23       4  

Trade name

    21       9  
 

 

 

   
  $ 463    
 

 

 

   

In connection with the closing of the acquisition, the Company incurred $6 million of transactions costs, which has been included as deal and deal integration costs within “Other operating expenses, net” in the consolidated statement of income for the year ended December 31, 2017.

The revenue and earnings of CardConnect have been included in the Company’s results since the acquisition date and are not material to the Company’s consolidated financial results. Supplemental pro forma results of income of the combined entities have not been presented as the financial impact to the Company’s consolidated financial statements would be immaterial.

In December 2017, the Company acquired 100% of BluePay Holdings, Inc. (BluePay) for $759 million in cash, net of cash acquired. BluePay is a provider of technology-enabled payment processing for merchants in the U.S. and Canada and was one of the Company’s largest distribution partners with a strong focus on software-enabled payments and card-not-present transactions. The transaction is expected to be highly complementary to the Company’s earlier acquisition of CardConnect and enhance the Company’s suite of innovative partner management tools to improve merchant retention, accelerate the Company’s firm-wide ISV initiative and bring immediate capabilities in ERP integrated payment solutions to its customers. BluePay operations are reported as part of the Company’s Global Business Solutions segment. The acquisition was accounted for as a business combination and the accounting is complete.

The following table summarizes the fair values of the assets acquired and liabilities assumed on the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets’ fair value was recorded as goodwill within the Company’s Global Business Solutions segment. The goodwill recognized was attributable to increased synergies that are expected to be achieved from the integration of BluePay as well as potential revenue enhancements to the Company.

The Company accounted for the business combination as follows:

 

(in millions)

   Amount  

Other current assets

   $ 27  

Property and equipment

     3  

Intangible assets

     450  

Goodwill

     389  

Current liabilities

     (25

Deferred tax liabilities

     (85

The following table sets forth the components of the intangible assets:

 

(in millions)

  Acquisition-Date Fair
Value
    Useful Life (Years)  

Agent relationships

  $ 195       18  

Merchant relationships

    216       10  

Software systems

    27       5  

Trade name

    12       5  
 

 

 

   
  $ 450    
 

 

 

   

 

-36-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

In connection with the closing of the acquisition, the Company incurred $1 million of transactions costs, which has been included as deal and deal integration costs within “Other operating expenses, net” in the consolidated statement of income for the year ended December 31, 2017.

The revenue and earnings of BluePay have been included in the Company’s results since the acquisition date and are not material to the Company’s consolidated financial results. Supplemental pro forma results of income of the combined entities have not been presented as the financial impact to the Company’s consolidated financial statements would be immaterial.

In October 2017, the Company formed a digital banking joint venture, named Apiture, which combines FDC and Live Oak Bancshares, Inc. digital banking platforms, products, and services, delivering innovative technology solutions tailored for financial institutions. The joint venture will be accounted for as an equity method investment, as Apiture is owned and managed equally between the Company and Live Oak Bancshares, Inc. As a result, the contributed digital banking business is no longer consolidated into the Company’s results. During the year ended December 31, 2016, the Company’s digital banking business had revenue and operating income of $57 million and $11 million, respectively. Associated with the transaction, the Company recognized an $18 million gain on the formation of the joint venture, included within “Other income” in the consolidated statement of income as of December 31, 2017. The gain recognized represents the excess investment value over assets contributed.

2018 Dispositions

In September 2018, the Company divested its card processing business in Central and Southeastern Europe for proceeds of €387 million (the U.S. dollar equivalent is $449 million), subject to closing adjustments. The divestiture does not represent a strategic shift that will have a major effect on the Company’s operations and financial statements. The card processing business in Central and Southeastern Europe was reported within the Global Financial Solutions segment and had revenue and operating income of $79 million and $15 million, respectively, for 2018 through the disposition date. The total gain on disposition recognized was $174 million, which is included in “Other income” in the consolidated statement of income as of December 31, 2018.

In August 2018, the Company divested 100% of its remittance processing business in the U.S. for proceeds of $100 million, subject to closing adjustments. The remittance processing business is reported within the Global Financial Solutions segment and had revenue and operating loss of $50 million and $1 million, respectively, for 2018 through the disposition date. The total gain on disposition recognized was $28 million, which is included in “Other income” in the consolidated statement of income as of December 31, 2018.

2017 Dispositions

In September 2017, the Company divested all of its businesses in Lithuania, Latvia and Estonia for €73 million (the U.S. dollar equivalent is $85 million). The businesses were reported within the Global Financial Solutions segment. Associated with the transaction, the Company recognized a $4 million loss on the sale which is included in “Other income” in the consolidated statement of income as of December 31, 2017.

2016 Dispositions

In September 2016, the Company completed the sale of its Australian ATM business, which was reported as part of the Company’s Global Business Solutions segment. Associated with the transaction, the Company recognized a $34 million loss on the sale, included within “Other income” in the consolidated statement of income as of December 31, 2016. The loss is comprised of investments of $72 million reduced by cash proceeds of $38 million. The cash proceeds are reflected within “Proceeds from dispositions” within the consolidated statement of cash flows as of December 31, 2016.

Note 14: Derivative Financial Instruments

The Company enters into the following types of derivatives:

 

   

Interest rate contracts: The Company uses a combination of floating to fixed interest rate swaps and collars to mitigate its exposure to interest rate fluctuations on interest payments related to variable rate debt. For interest rate swaps, floating rate payments are received in exchange for fixed-rate payments. For interest rate collar contracts, no payments or receipts are exchanged unless interest rates rise or fall in excess of a predetermined ceiling or floor rate. The Company uses these contracts in a qualifying hedging relationship.

 

   

Foreign exchange contracts: The Company uses cross-currency swaps to protect the net investment in certain foreign subsidiaries and/or affiliates with respect to changes in foreign currency exchange rates. The Company uses these contracts in qualifying hedging relationships.

 

-37-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company held the following derivative instruments as of December 31, 2018 and 2017:

 

     As of December 31,  
     2018      2017  

(in millions)

   Notional
Currency
     Notional
Value
     Assets (a)      Liabilities
(a)
     Notional
Currency
     Notional
Value
     Assets (a)      Liabilities
(a)
 

Derivatives designated as hedges of net investments in foreign operations:

                       

Foreign exchange contracts(b)

     AUD        —        $ —        $ —          AUD        100      $ 28      $ —    

Foreign exchange contracts

     EUR        915        —          19        EUR        915        —          76  

Foreign exchange contracts

     GBP        150        6        —          GBP        150        —          6  

Foreign exchange contracts

     CAD        95        5        —          CAD        95        —          2  
        

 

 

    

 

 

          

 

 

    

 

 

 
           11        19              28        84  
        

 

 

    

 

 

          

 

 

    

 

 

 

Derivatives designated as cash flow hedges:

                       

Interest rate collar contracts(c)

     USD        2,800        10        —          USD        4,300        12        —    

Interest rate swap contracts(d)

     USD        7,250        —          44              —          —    
        

 

 

    

 

 

          

 

 

    

 

 

 
           10        44              12        —    
        

 

 

    

 

 

          

 

 

    

 

 

 
         $ 21      $ 63            $ 40      $ 84  
        

 

 

    

 

 

          

 

 

    

 

 

 

 

(a)

The Company’s derivatives are subject to master netting agreements to the extent that the swaps are with the same counterparty. The terms of those agreements require that the Company net settle the outstanding positions at the option of the counterparty upon certain events of default.

(b)

Foreign exchange contract expired January 2018.

(c)

The interest rate collar with a notional value of $1.5 billion matured in September 2018. The remaining interest rate collars with a notional value of $1.3 billion and $1.5 billion will mature in January 2019 and September 2019, respectively.

(d)

The Company entered into new interest rate swaps with a notional value of $2.5 billion in May 2018 which expires in May 2021. The Company entered into new interest rate swap contracts with a notional value of $4.75 billion in December 2018 which expires in December 2020.

The maximum length of time over which the Company is hedging its currency exposure of net investments in foreign operations, through utilization of foreign exchange contracts, is through June 2020.

The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions related to the payment of variable interest on existing financial instruments is through May 2021.

As of December 31, 2018, the Company has not posted any collateral related to any of its derivative financial instruments.

Fair Value Measurement

The carrying amounts for the Company’s derivative financial instruments are the estimated fair value of the financial instruments. The Company’s derivatives are not exchange listed and therefore the fair value is estimated under an income approach using Bloomberg analytics models that are based on readily observable market inputs. These models reflect the contractual terms of the derivatives, such as notional value and expiration date, as well as market-based observables including interest and foreign currency exchange rates, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs to the derivative pricing models are generally observable and do not contain a high level of subjectivity and, accordingly, the Company’s derivatives were classified within Level 2 of the fair value hierarchy. While the Company believes its estimates result in a reasonable reflection of the fair value of these instruments, the estimated values may not be representative of actual values that could have been realized or that will be realized in the future.

 

-38-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Effect of Derivative Instruments on the Consolidated Financial Statements

Derivative gains and (losses) were as follows for the years ended December 31, 2018, 2017, and 2016:

 

     Year ended December 31,  
     2018      2017     2016  

(in millions, pretax)

   Interest
Rate
Contracts
    Foreign
Exchange
Contracts
     Interest
Rate
Contracts
     Foreign
Exchange
Contracts
    Interest
Rate
Contracts
    Foreign
Exchange
Contracts
 

Derivatives designated as hedging instruments:

              

Gain (loss) recognized in “Foreign currency translation adjustment” in the consolidated statements of comprehensive income (effective portion)

   $ —       $ 104      $ —        $ (98   $ —       $ 58  

(Loss) gain recognized in “Derivative instruments” in the consolidated statements of comprehensive income (effective portion)

     (46     —          9        —         3       —    

Derivatives not designated as hedging instruments:

              

Loss recognized in “Other income” in the consolidated statements of income

   $ —       $ —        $ —        $ —       $ (5   $ —    

Accumulated Derivative Gains and Losses

The following table summarizes activity in other comprehensive income for the years ended December 31, 2018, 2017, and 2016 related to derivative instruments classified as cash flow hedges and net investment hedges held by the Company:

 

     Year ended December 31,  

(in millions, after tax)

   2018      2017      2016  

Accumulated gain included in other comprehensive income at beginning of the period

   $ 121      $ 177      $ 116  

Increase (decrease) in fair value of derivatives that qualify for hedge accounting, net of tax(a)(b)

     44        (56      61  
  

 

 

    

 

 

    

 

 

 

Accumulated gain included in other comprehensive income at end of the period

   $ 165      $ 121      $ 177  
  

 

 

    

 

 

    

 

 

 

 

(a)

Gains are included in “Derivative instruments” and “Foreign currency translation adjustment” on the consolidated statements of comprehensive income.

(b)

Net of $(14) million, $33 million, and $0 million tax (expense) benefit for the years ended December 31, 2018, 2017, and 2016, respectively.

Note 15: Commitments and Contingencies

Operating Leases

The Company leases certain of its facilities and equipment under operating lease agreements, substantially all of which contain renewal options and escalation provisions. The Company incurred total rent expense of $83 million, $80 million, and $79 million for the years ended December 31, 2018, 2017, and 2016, respectively. Future minimum aggregate rental commitments as of December 31, 2018 under all noncancelable operating leases, net of sublease income are due in the following years:

 

Year ended December 31,

(in millions)                        

   Amount  

2019

   $ 59  

2020

     52  

2021

     47  

2022

     41  

2023

     36  

Thereafter

     91  
  

 

 

 

Total

   $ 326  
  

 

 

 

The Company has certain guarantees embedded in leases and other agreements wherein the Company is required to relieve the counterparty in the event of changes in the tax code or rates. The Company believes the fair value of such guarantees is insignificant due to the likelihood and extent of the potential changes.

 

-39-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Letters of Credit

The Company has $35 million in outstanding letters of credit as of December 31, 2018, of which $5 million and $30 million were issued under the Company’s senior secured and unsecured revolving credit facilities, respectively. See “Senior Secured Revolving Credit Facility” and “Senior Unsecured Revolving Credit Facility” provided in note 2 “Borrowings” of these consolidated financial statements for more information. The letters of credit are held in connection with lease arrangements, bankcard association agreements, and other security agreements. The Company expects to renew most of the letters of credit prior to expiration.

Legal

The Company is involved in various legal proceedings. Accruals have been made with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. The Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company. The matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in liability material to the Company’s financial condition and/or results of income.

There are asserted claims against the Company where an unfavorable outcome is considered to be reasonably possible. These claims can generally be categorized in the following areas: (1) patent infringement which results from claims that the Company is using technology that has been patented by another party; (2) merchant matters often associated with alleged processing errors or disclosure issues and claims that one of the subsidiaries of the Company has violated a federal or state requirement regarding credit reporting or collection in connection with its check verification guarantee, and collection activities or other claims arising from its merchant business; and (3) other matters which may include issues such as employment and indemnification obligations to purchasers of former subsidiaries. The Company’s estimates of the possible ranges of losses in excess of any amounts accrued are $0 to $5 million for patent infringement, $0 to $93 million for merchant matters, and $0 to $5 million for other matters, resulting in a total estimated range of possible losses of $0 to $103 million for all of the matters described above.

The estimated range of reasonably possible losses is based on information currently available and involves elements of judgment and significant uncertainties. As additional information becomes available and the resolution of the uncertainties becomes more apparent, it is possible that actual losses may exceed the high end of the estimated range.

Other

In the normal course of business, the Company is subject to claims and litigation, including indemnification obligations to purchasers of former subsidiaries. Management of the Company believes that such matters will not have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

Note 16: Employee Benefit Plans

Defined Contribution Plans

The Company maintains defined contribution benefit plans covering virtually all of the Company’s U.S. employees and defined contribution pension plans for international employees primarily in the United Kingdom and Australia. The plans provide tax-deferred amounts for each participant, consisting of employee elective contributions, Company matching and discretionary Company contributions. Effective January 1, 2014, the Company suspended matching contributions for all U.S. participants. As a result, the U.S. Plan is no longer a safe harbor plan. The Company plans to reinstate a matching contributions plan for U.S. participants on January 1, 2019.

The following table presents the aggregate amounts charged to expense in connection with these plans:

 

Year ended December 31,

(in millions)

   Amount  

2018

   $ 13  

2017

     10  

2016

     11  

Defined Benefit Plans

The Company has defined benefit pension plans which are frozen and covers certain full-time employees in the United Kingdom and the U.S. The Company also has separate plans covering certain employees located primarily in Germany and Austria.

The Company contributed cash in the amount of $0 million, $19 million, and $19 million to defined benefit plans for the years ended December 31, 2018, 2017, and 2016, respectively.

 

-40-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The Company recognizes the funded status of its defined benefit pension plans, measured as the difference between the fair value of the plan assets and the projected benefit obligation, in the consolidated balance sheets, as follows:

 

     As of December 31,  

(in millions)

   2018      2017  

U.K. plan:

     

Plan benefit obligations

   $ (597    $ (686

Fair value of plan assets

     786        891  
  

 

 

    

 

 

 

Net pension assets(a)

     189        205  
  

 

 

    

 

 

 

U.S. and other foreign plans:

     

Plan benefit obligations

     (205      (234

Fair value of plan assets

     143        166  
  

 

 

    

 

 

 

Net pension liabilities(b)

     (62      (68
  

 

 

    

 

 

 

Funded status of the plans

   $ 127      $ 137  
  

 

 

    

 

 

 

 

(a)

Pension assets are included in “Other long-term assets” of the consolidated balance sheets.

(b)

Pension liabilities are included in “Other long-term liabilities” of the consolidated balance sheets.

The accumulated benefit obligation for all defined benefit pension plans was $802 million and $920 million as of December 31, 2018 and 2017, respectively.

Based on the valuation techniques described in note 1 “Summary of Significant Accounting Policies”, as of December 31, 2018, Plan assets are comprised of approximately 15% of Level 1 securities, 85% of Level 2 securities, and an immaterial amount of Level 3 securities.

The Plan paid benefits in the amount of $56 million, $59 million, and $39 million for the periods ended December 31, 2018, 2017, and 2016, respectively. The estimated future benefit payments, which reflect expected future service, are expected to be as follows:

 

Year ended December 31,

(in millions)                        

   Amount  

2019

   $ 29  

2020

     30  

2021

     33  

2022

     34  

2023

     37  

2024-2028

     197  

The Company’s post-retirement health care and other insurance benefits for retired employees are limited and not material.

Note 17: Supplemental Financial Information

Supplemental Consolidated Statements of Income Information

The following table details the components of “Other income” on the consolidated statements of income:

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Investment gains

   $ 3      $ 1      $ 35  

Divestitures

     197        18        (34

Non-operating foreign currency gains (loss)

     6        (1      19  

Other miscellaneous expense

     (5      (2      (3
  

 

 

    

 

 

    

 

 

 

Other income

   $ 201      $ 16      $ 17  
  

 

 

    

 

 

    

 

 

 

Investment gains

On June 21, 2016, Visa Inc. (Visa) acquired Visa Europe (VE), of which the Company was a member and shareholder through certain subsidiaries. On June 21, 2016, the Company received cash of €24.2 million ($27 million equivalent at June 21, 2016) and Visa preferred stock which is convertible into Visa common shares. The Company will also receive a deferred payment three years after the closing date of the acquisition, valued at approximately €2.3 million ($2.6 million equivalent at June 21, 2016). As of June 21, 2016, the Class A common stock equivalent of the preferred stock was approximately $19 million. However, the preferred shares have been assigned a value of zero based on transfer restrictions and Visa’s ability to adjust the conversion ratio dependent on the outcome of existing and potential litigations in the Visa Europe territory over the next 10 years. The Company did not identify any relevant transactions in Visa preferred stock on or before December 31, 2018, with observable price changes, and thus the Company continues to carry these shares at zero value.

 

-41-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Divestitures

See note 13 “Acquisitions and Dispositions” of these consolidated financial statements for more information on the Company’s significant divestitures.

Supplemental Consolidated Balance Sheet Information

 

     As of December 31,  

(in millions)

   2018      2017  

Prepaid expenses and other current assets:

     

Prepaid expenses

   $ 133      $ 156  

Inventory

     116        98  

Other

     70        81  
  

 

 

    

 

 

 

Total Prepaid expenses and other current assets

   $ 319      $ 335  
  

 

 

    

 

 

 

Property and equipment:

     

Land

   $ 50      $ 58  

Buildings

     235        270  

Leasehold improvements

     117        96  

Equipment and furniture

     1,603        1,508  

Equipment under capital lease

     547        607  
  

 

 

    

 

 

 

Property and equipment

     2,552        2,539  

Less: Accumulated depreciation

     (1,647      (1,588
  

 

 

    

 

 

 

Total Property and equipment, net of accumulated depreciation

   $ 905      $ 951  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities:

     

Accounts payable

   $ 276      $ 247  

Accrued interest expense

     147        154  

Other accrued expenses

     724        712  

Other

     489        546  
  

 

 

    

 

 

 

Total Accounts payable and accrued liabilities

   $ 1,636      $ 1,659  
  

 

 

    

 

 

 

Note 18: Investment in Affiliates

Segment results include the Company’s proportionate share of income from affiliates, which consist of unconsolidated investments accounted for under the equity method of accounting. The most significant of these affiliates are related to the Company’s merchant bank alliance program.

A merchant alliance, as it pertains to investments accounted for under the equity method, is an agreement between the Company and a financial institution that combines the processing capabilities and management expertise of the Company with the visibility and distribution channel of the bank. The alliance acquires credit and debit card transactions from merchants. The Company provides processing and other services to the alliance and charges fees to the alliance primarily based on contractual pricing. These fees have been separately identified on the face of the consolidated statements of income.

As of December 31, 2018, there were twenty-one affiliates accounted for under the equity method of accounting, comprised of seven merchant alliances and fourteen strategic investments in companies in related markets.

As of December 31, 2018, the Company had no unconsolidated significant subsidiaries that were not required to be consolidated, but represented more than 20% of the Company’s pretax income. For the year ended December 31, 2017, the Wells Fargo alliance did meet the Significant Subsidiary test provided in Regulations S-X Rule 1-02 (w) in that the Company’s equity earnings of this alliance exceeded 20% of the Company’s consolidated income from continuing operations before income taxes.

A summary of financial information for the merchant alliances and other affiliates accounted for under the equity method of accounting is presented below:

 

     As of December 31,  

(in millions)

   2018      2017  

Total current assets

   $ 3,764      $ 5,427  

Total long-term assets

     187        239  
  

 

 

    

 

 

 

Total assets

   $ 3,951      $ 5,666  
  

 

 

    

 

 

 

Total current liabilities

   $ 3,669      $ 5,347  

Total long-term liabilities

     3        8  
  

 

 

    

 

 

 

Total liabilities

   $ 3,672      $ 5,355  
  

 

 

    

 

 

 

 

-42-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

The primary components of assets and liabilities are settlement-related accounts similar to those described in note 12 “Settlement Assets and Obligations” of these consolidated financial statements.

 

     Year ended December 31,  

(in millions)

   2018      2017      2016  

Net operating revenues

   $ 1,372      $ 1,374      $ 1,434  

Operating expenses

     745        712        666  
  

 

 

    

 

 

    

 

 

 

Operating income

   $ 627      $ 662      $ 768  
  

 

 

    

 

 

    

 

 

 

Net income

   $ 615      $ 646      $ 749  

FDC equity earnings

     221        222        260  

The formation of a merchant alliance accounted for under the equity method of accounting generally involves the Company and/or a financial institution contributing merchant contracts to the alliance and a cash payment from one owner to the other to achieve the desired ownership percentages. The asset amounts reflected above are owned by the alliances and other equity method investees and do not include any of such payments made by the Company. The amount by which the total of the Company’s investments in affiliates exceeded its proportionate share of the investees’ net assets was approximately $0.9 billion and $0.9 billion as of December 31, 2018 and 2017, respectively.

The non-goodwill portion of this amount is considered an identifiable intangible asset that is amortized. The estimated future amortization expense for these intangible assets as of December 31, 2018 is as follows:

 

Year ended December 31,

(in millions)

   Amount  

2019

   $ 4  

These amounts assume that these alliances continue as they currently exist. Much of the difference between the Company’s proportionate share of the investees’ net income and the Company’s equity earnings relate to this amortization.

Note 19: Selected Quarterly Financial Results (Unaudited)

The following tables show a summary of the Company’s quarterly financial information for each of the four quarters of 2018 and 2017:

 

     2018  

(in millions, except per share amounts)

   First      Second      Third      Fourth  

Revenues

   $ 2,282      $ 2,448      $ 2,369      $ 2,399  

Expenses

     1,934        1,910        1,894        1,865  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating profit

   $ 348      $ 538      $ 475      $ 534  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 134      $ 402      $ 448      $ 214  

Net income attributable to First Data Corporation

     101        341        401        162  

Net income per share:

           

Basic

     0.11        0.37        0.43        0.17  

Diluted

     0.11        0.36        0.42        0.17  
     2017  

(in millions, except per share amounts)

   First      Second      Third      Fourth  

Revenues

   $ 2,801      $ 3,025      $ 3,076      $ 3,150  

Expenses

     2,475        2,558        2,659        2,652  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating profit

   $ 326      $ 467      $ 417      $ 498  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 79      $ 243      $ 340      $ 1,002  

Net income attributable to First Data Corporation

     36        185        296        948  

Net income per share:

           

Basic

     0.04        0.20        0.32        1.03  

Diluted

     0.04        0.20        0.31        1.00  

The 2018 results include the impact of adopting the New Revenue Standard. See note 1 “Summary of Significant Accounting Policies” for more information.

The change in net income during the fourth quarter of 2017 was primarily driven by the release of a valuation allowances associated with the Company’s deferred tax assets.

Note 20: Subsequent Events

On January 16, 2019, the Company and Fiserv, Inc. (Fiserv), and 300 Holdings, Inc. (Merger Sub), a wholly-owned subsidiary of Fiserv, entered into an agreement and plan of merger (Merger Agreement), pursuant to which the Company will merge into Merger Sub (the Merger). The terms are subject to the conditions set forth in the Merger

 

-43-


FIRST DATA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Agreement, which states at closing each share of the Company’s common stock issued and outstanding will be converted into the right to receive 0.303 (Exchange Ratio) of a share of common stock, par value $0.01 per share, of Fiserv. The Company’s equity awards will generally be converted into Fiserv equity awards after giving effect to the Exchange Ratio and appropriate adjustments and be governed by the same terms and conditions as applicable to the Company’s corresponding equity awards. Completion of the Merger is subject to customary closing conditions for both parties. The Company currently anticipate that it will close the merger during the second half of 2019. For additional information see Form 425 filed with the Securities and Exchange Commission dated January 16, 2019 and available through the “Investor Relations” portion of our website at http://investor.firstdata.com.

 

-44-


FIRST DATA CORPORATION

SCHEDULE II—Valuation and Qualifying Accounts

 

            Additions      Deductions         

Description (in millions)

   Balance at
Beginning of
Period
     Charged
to Costs and
Expenses
     Reclassifications
from Other
Accounts(a)
     Write-offs
Against
Assets
     Balance at
End of
Period
 

Year ended December 31, 2018 deducted from receivables

   $ 54      $ 82      $ —        $ 84      $ 52  

Year ended December 31, 2017 deducted from receivables

     87        82        1        116        54  

Year ended December 31, 2016 deducted from receivables

     83        85        1        82        87  

 

(a)

Amounts related to reclassifications from “Accounts payable and accrued liabilities” to “Allowance for doubtful accounts” in the Company’s consolidated balance sheets.

 

-45-

EX-99.2

EXHIBIT 99.2

Interim unaudited condensed consolidated financial statements of First Data Corporation

as of March 31, 2019 and for the three months ended March 31, 2019 and 2018

FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

     Three months ended March 31,  

(in millions, except per share amounts)

   2019     2018  

Revenues:

    

Revenues excluding reimbursable items(a)

   $ 2,124     $ 2,084  

Reimbursable items

     192       198  
  

 

 

   

 

 

 

Total revenues

     2,316       2,282  
  

 

 

   

 

 

 

Expenses:

    

Cost of revenues (exclusive of items shown below)

     757       779  

Selling, general, and administrative

     660       647  

Depreciation and amortization

     246       250  

Other operating expenses, net

     36       60  
  

 

 

   

 

 

 

Total expenses excluding reimbursable items

     1,699       1,736  

Reimbursable items

     192       198  
  

 

 

   

 

 

 

Total expenses

     1,891       1,934  
  

 

 

   

 

 

 

Operating profit

     425       348  
  

 

 

   

 

 

 

Interest expense, net

     (203     (233

Loss on debt extinguishment

     (1     —    

Other expense

     (27     (3
  

 

 

   

 

 

 

Income before income taxes and equity earnings in affiliates

     194       112  

Income tax expense

     29       27  

Equity earnings in affiliates

     52       49  
  

 

 

   

 

 

 

Net income

     217       134  

Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interest

     48       33  
  

 

 

   

 

 

 

Net income attributable to First Data Corporation

   $ 169     $ 101  
  

 

 

   

 

 

 

Net income attributable to First Data Corporation per share:

    

Basic

   $ 0.18     $ 0.11  

Diluted

   $ 0.17     $ 0.11  

Weighted-average common shares outstanding:

    

Basic

     937       923  

Diluted

     967       946  

 

(a)

Includes processing fees, administrative service fees, and other fees charged to merchant alliances accounted for under the equity method of $48 million and $51 million for the three months ended March 31, 2019 and 2018, respectively.

See notes to unaudited consolidated financial statements.


FIRST DATA CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

     Three months ended March 31,  

(in millions)

   2019     2018  

Net income

   $ 217     $ 134  

Other comprehensive income (loss), net of tax:

    

Foreign currency translation adjustment

     59       90  

Pension liability adjustments

     2       —    

Derivative instruments

     (28     9  
  

 

 

   

 

 

 

Total other comprehensive income, net of tax

     33       99  
  

 

 

   

 

 

 

Comprehensive income

     250       233  

Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest

     48       37  
  

 

 

   

 

 

 

Comprehensive income attributable to First Data Corporation

   $ 202     $ 196  
  

 

 

   

 

 

 

See notes to unaudited consolidated financial statements.

 

-2-


FIRST DATA CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(in millions, except par value)

   As of March 31,
2019
    As of December 31,
2018
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 619     $ 555  

Accounts receivable, net of allowance for doubtful accounts of $47 and $46

     2,130       2,217  

Settlement assets

     22,324       11,423  

Prepaid expenses and other current assets

     321       319  
  

 

 

   

 

 

 

Total current assets

     25,394       14,514  

Property and equipment, net of accumulated depreciation of $1,709 and $1,647

     890       905  

Goodwill

     17,518       17,460  

Customer relationships, net of accumulated a